Eaton End-User License Agreement - Eaton Power Xpert 9395P-900 Series Installation And Operation Manual

Eaton End-User License Agreement

IMPORTANT, READ CAREFULLY. THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") IS A BINDING CONTRACT
BETWEEN YOU, THE END-USER (THE "LICENSEE") AND EATON INTELLIGENT POWER LIMITED, IRELAND, OR ONE OF
ITS AFFILIATES ("EATON" OR "LICENSOR"). BY OPERATING THIS UNINTERRUPTIBLE POWER SUPPLY (UPS) PRODUCT
INCLUDING SOFTWARE EMBEDDED IN IT (FIRMWARE), YOU, THE LICENSEE, ARE AGREEING TO BE BOUND BY THE
TERMS, CONDITIONS, AND LIMITATIONS OF THIS AGREEMENT. READ THE TERMS AND CONDITIONS OF THIS
AGREEMENT CAREFULLY BEFORE, INSTALLING OR OPERATING THE PRODUCT. IF YOU DO NOT AGREE TO THE TERMS
OF THIS AGREEMENT, PROMPTLY RETURN THE UNUSED PRODUCT TO EATON.
1.0 DEFINITIONS
1.1 Documentation. "Documentation" means the user guides and manuals for the installation and use of the UPS, whether
made available over the internet, provided in CD-ROM, DVD, hard copy or other form.
1.2 Firmware. "Firmware" means software programs that are embedded in the product for which Licensee is granted a
license hereunder, the Documentation therefore and, to the extent available, Updates thereto. The Firmware is licensed
hereunder in object code (machine readable) form only except that certain software programs may include limited portions in
source code (human-readable) form. 1.3 Update. "Update" means a subsequent release of the Firmware, if and when
developed by Eaton. An Update does not include any release, new version, option, or future product, which Eaton licenses
separately.
2.0 FIRMWARE LICENSE
2.1 Ownership. Eaton or its third party licensors retains all title, copyright and other proprietary rights in, and ownership of the
Firmware regardless of the media upon which the original or any copy may be recorded or fixed.
2.2 License Grant. Eaton grants to Licensee a limited, revocable, non-exclusive, non-assignable license to use the Firmware in
conjunction with the operation of the product to which the Firmware pertains or other products as described by Eaton in the
Documentation. Licensee does not acquire any rights, express or implied, other than those expressly granted in this
Agreement.
2.3 Restrictions and Requirements. Licensee will not, nor will it permit others to, modify, adapt, translate, reverse engineer,
decompile, or disassemble the Firmware or any component thereof (including the Documentation), or create derivative works
based on the Firmware (including the Documentation), except to the extent such foregoing restriction is prohibited by
applicable law or applicable open source license to, and only to, any open source software component that is incorporated into
the Firmware (if any). Copyright laws and international treaties protect the Firmware, including the Documentation.
Unauthorized copying of the Firmware, the Documentation or any part thereof, is expressly prohibited. For avoidance of doubt,
Eaton does not grant Licensee a license to any of Eaton's brands, logos, designs, trade dress, service marks, trademarks,
domain names or trade names, in whole or in part. Licensee agrees to install or allow installation of all corrections of substantial
defects, security patches, minor bug fixes and updates, including any enhancements, for the Firmware in accordance with the
instructions and as directed by Eaton.
2.4 Transfer and Assignment Restrictions. Licensee will not sell, resell, assign, lease, sublicense, encumber, or otherwise
transfer its interest in this Agreement or in the Firmware, or the Documentation in whole or in part, or allow any other person
or entity, including any parent or subsidiary of Licensee or other subsidiary of Licensee's parent, to copy, distribute, or
otherwise transfer the Firmware without the prior written consent of Eaton. Licensee may transfer the Firmware directly to a
third party only in connection with the sale of the Eaton product in which it is installed.
3.0 TERMINATION
3.1 Termination. This Agreement and the license granted hereunder automatically terminates if Licensee breaches any
provision of this Agreement. Eaton may terminate this license at any time with or without cause.
3.2 Effect of Termination. Immediately upon termination of this Agreement or the license granted hereunder, Licensee will
cease using the product. The parties' rights and obligations under the following sections of this Agreement will survive
termination of this Agreement: Article 1.0, Section 2.1, Section 2.3, Section 2.4, Article 3.0, Article 4.0 and Article 5.0.
4.0 INFRINGEMENT AND WARRANTIES
4.1 Infringement. If Licensee learns of a threat, demand, allegation, or indication that the UPS with its firmware infringes or
misappropriates any third party intellectual property rights (including but not limited to any patent, copyright, trademark, trade
dress, or trade secret) ("Intellectual Property Claim"), Licensee will notify Eaton promptly of such claim. Eaton may, in its sole
discretion, elect to assume sole control of the defense and settlement of said Intellectual Property Claim and Licensee will
provide reasonable information and assistance to Eaton for the defense of such claim.