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By clicking the accept box, or using the Software referenced in this Agreement, you have
agreed to the terms and conditions of this Software End-User License Agreement. This End-User
License Agreement (“Agreement”) governs the use of the Kepware software product(s)
described on the related Quote and any Updates (as defined below) to that software
(collectively, the “Software”) by you as an end user (“Licensee”) of the Software and is a binding
agreement between Licensee and Kepware, a business division of PTC Inc., or, if the purchase
was made in a country specified on schedule a to this agreement, the affiliate specified on
Schedule A located at https://www.kepware.com/support/ (as applicable, “Kepware”) as the
licensor (“Licensor”). This Agreement shall be binding upon and inure to the benefit of Licensor
and Licensee and their respective successors and permitted assigns. Licensee shall not assign or
transfer this Agreement or the license rights granted hereunder without the prior written consent
of Licensor. As used herein, the term “Updates” means any correction, modification, revision,
addition or supplement to the Software that improves the manner in which the Software
performs existing functions that is provided by Licensor as part of an active Support Services
contract and that Licensor makes generally available to its Support Services customers.
(1) Ownership of Software. Licensee is being provided a limited license to use the Software in the
manner described below. PTC Inc. and its licensors are the sole owners of the Software and any
and all related documentation and of all copyright, trade secret, patent, trademark and other
intellectual or industrial property rights in and to the Software. Licensee acknowledges that the
license granted hereunder does not provide Licensee with title to or ownership of the Software or
any copies thereof, but only a right of limited use consistent with the express terms and
conditions of this Agreement. Licensee shall have no rights to the source code for the Software
Nothing herein shall be deemed to constitute a sale of the original or any copies of the Software.
(2) License Grant and Unauthorized Use.
(a) License Grant. Licensor grants to Licensee and Licensee hereby accepts from Licensor a
non-exclusive and non-transferable right and license to concurrently access the Software on that
number of computers, processors, servers, terminals and other computer equipment (“Physical
Machines”) or software-based virtual servers, computers and processors (“Virtual Machines”)
equal to the number of licenses purchased by Licensee (pursuant to the attached or related
Quote) for the duration of the license term specified on the Quote (if no term is specified, then
the term shall be perpetual) and solely for Licensee’s internal business purposes. For example, if
Licensee has a license to access and use the Software on three (3) machines, Licensee may
access and use the Software on only three (3) total Physical Machines and/or Virtual Machines
at any one time.
(b) Additional License Terms for Virtual Machines.
(i) Licensee must purchase a separate license for each instance of a Virtual Machine on
which the Software operates.
(ii) If Licensee installs the Software on the host operating system of a Physical Machine in a
computer network where Virtual Machines are operating, then Licensee must hold a valid, fully
paid license for such host operating system and each operating Virtual Machine.
(c) Trial Version of Software. The trial version of the Software made available by Licensor (the
“Trial Software”) has no limitations on the installation timeline. Such Trial Software may be
installed on Licensee’s computer network, free of charge, provided however, Licensee shall use

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such Trial Software solely for non-production testing and evaluation purposes with each such test
and evaluation session being limited to a two hour period.
(d) Unauthorized Use. Licensee may not: (i) attempt to circumvent any security device or
licensing restriction contained in the Software or violate the permitted non-production uses of
backup licenses for Software purchased for the specific purpose of a disaster recovery event; (ii)
sell, assign, loan, rent, lease, sublease, sublicense, transfer, translate, modify, alter, adapt,
decompile or disassemble the Software, modify or create derivative works based on the
Software or otherwise reverse engineer the Software; (iii) remove, alter, cover or obfuscate any
copyright, trade secret, patent, trademark, logo, proprietary and/or other legal notice placed
on or displayed by the Software and its documentation, whether in machine language or
human readable form; or (iv) copy or otherwise reproduce the Software in whole or in part.
Failure to comply with this Section 2 or using the Software in any way except as expressly
authorized herein will result in an immediate and automatic termination of Licensee’s license and
will make available to Licensor all other legal and equitable remedies.
(3) Third Party Software. The Software licensed hereunder may include certain third party
software products (“Third Party Software”) which require additional notices, disclaimers and/or
terms and conditions. Such additional Third Party Software notices, disclaimers and/or terms and
conditions are included in the product installation folder and included with the CD of the
Software and, to the extent applicable, are hereby made a part of and are incorporated by
reference into this Agreement. By accepting this Agreement, Licensee is also accepting the
applicable notices, disclaimers, terms and conditions, if any, set forth therein.
(4) Limited Warranty. Licensor warrants that during the “Warranty Period,” the Software shall
substantially conform to the product documentation. The Warranty Period for perpetual licenses
is a period of ninety (90) days from the date of initial shipment of the Software and for
subscription licenses is the same as the term of the subscription.
Licensor’s entire liability and Licensee’s exclusive remedy for any breach by Licensor of the
warranty above shall be, at Licensor’s sole discretion, either to (a) replace the applicable
Software, or (b) use diligent efforts to repair the Software or (c) refund the applicable prepaid
license fees. Notice of the error must be received by Licensor within the Warranty Period.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, LICENSOR DISCLAIMS (AND LICENSEE WAIVES) ANY
AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY QUALITY, FOR THE SOFTWARE AND ALL CHANNEL SALES
PROGRAM WRITTEN MATERIALS AND/OR ANY WARRANTY THAT LICENSEE WILL ACHIEVE ANY
PARTICULAR RETURN ON INVESTMENT. LICENSEE IS SOLELY RESPONSIBLE FOR ANY RESULTS
OBTAINED FROM USING THE SOFTWARE, INCLUDING THE ADEQUACY OF INDEPENDENT TESTING OF
RELIABILITY, SECURITY AND ACCURACY OF ANY ITEM DESIGNED USING SOFTWARE. LICENSOR DOES
NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO LICENSEE’S DATA, COMPUTERS OR
NETWORKS.
The warranty provisions above state the entire liability of Licensor, its subsidiaries and affiliates,
and each of their respective directors, officers, employees or agents, with respect to the
Software and Support Services, including (without limitation) any liability for breach of warranty.
(5) Limitation of Liability. LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR’S CUMULATIVE
LIABILITY TO LICENSEE FOR ANY AND ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES
AND/OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE SOFTWARE,
REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL BE LIMITED TO (I) FOR LICENSES

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PURCHASED ON A PERPETUAL BASIS, THE FEES PAID BY LICENSEE FOR THE SOFTWARE OR SUPPORT
SERVICES THAT GAVE RISE TO THE CLAIM, AND (II) FOR LICENSES PURCHASED ON A TERM OR
SUBSCRIPTION BASIS, EXCEED THE FEES PAID BY LICENSEE IN THE TWELVE MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO DAMAGES. IN NO EVENT SHALL LICENSOR
AND ITS AFFILIATES, RESELLERS, DISTRIBUTORS AND LICENSORS OR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF
BUSINESS DATA, LOSS OF USE DAMAGES, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY,
LOSS OF SALES, LOSS OF REPUTATION OR LOSS OF ANTICIPATED SAVINGS, ANY LOSS OR
INACCURACY OF DATA OR BUSINESS INFORMATION OR FAILURE OR INADEQUACY OF ANY
SECURITY SYSTEM OR FEATURE, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF, OR OTHERWISE SHOULD
HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL
THEORY OR BASIS FOR SUCH CLAIM.
SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF
IMPLIED WARRANTIES OR LIMITATIONS ON LIABILITY, SO THESE LIMITATIONS MAY NOT APPLY TO
LICENSEE.
(6) Support and Maintenance. A copy of Licensor’s Software Support Services terms are
available at https://www.kepware.com/support/technical-support/.
Licensor and/or its
authorized subcontractors shall provide Support Services in accordance with these terms for a
time period of twelve (12) months or for such other period specified in Licensee’s order for
Support Services or a subscription license accepted by Licensor for Support Services (a “Support
Services Plan”). Licensee understands and agrees that unless it has (a) purchased software or
technical support services through one of Licensor’s authorized value-added Channel Sales
Program Participants or Distributors, or (b) elected to purchase a Software Support Services
Agreement by executing and delivering to Licensor the Software Support Services Agreement
referenced above and paying to Licensor the applicable annual Software Support fee, Licensee
will not be provided with any Updates to the Software or technical support, or correction of
errors.
(6) Miscellaneous.
(a) Orders and Taxes. Licensee shall be obligated to pay the applicable fees for the
Software and/or Support Services ordered. All fees and other charges due hereunder are due
and payable in full within thirty (30) days of the date of the invoice to Licensee, or later if
specified on the invoice. Licensee shall be responsible for all sales, use, VAT, transfer and other
taxes and duties imposed by any federal, state, municipal or other governmental authority
relating to the Software granted or the Support Services provided hereunder, exclusive, however,
of taxes based on the net income of Licensor. CUSTOMER MAY NOT CANCEL AN ORDER ONCE
LICENSOR HAS ACCEPTED IT. Other than the line items that serve to order Software and/or
Support Services, in no event shall any other terms of any Licensee purchase order modify or
become part of this Agreement or become binding on Licensor.
(b) Termination. This Agreement and all Software and the provision of Support Services for
Software will terminate thirty (30) days after written notice from Kepware specifying a breach of
this Agreement, if such breach is not, within that thirty (30) day period, remedied to Kepware’s
reasonable satisfaction.
(c) Governing Law. No provision of this Agreement shall be amended, supplemented or
waived except by written agreement signed by the parties hereto. If purchased in the United
States, this Agreement is governed by the laws of the Commonwealth of Massachusetts, without
regard to its conflicts of laws principles. If the Licensee has purchased a license to any Software
outside of the United States, the following is set forth at https://www.kepware.com/support/: the
Licensor entity granting the license; (notwithstanding Section 6(c) of this Agreement) the
governing law and jurisdiction; and any additional or alternate terms required under local law.
(d) Entire Agreement. This Agreement sets forth the entire understanding and agreement

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between the parties with respect to the subject matter set forth herein and supersedes any prior
or contemporaneous discussions, understandings, orders, requests or statements regarding such
subject matter, other than the pricing and payment terms contained on the attached or related
invoice.
(e) Compliance with Laws. Each party shall be responsible for its own compliance with
applicable laws, regulations and other legal requirements relating to the conduct of its business
and this Agreement. Further, Licensee represents and warrants that it will use the Software, as
well as related technology and services, in full compliance with applicable laws and regulations.
Licensee hereby warrants and represents that neither Licensee nor any of Licensee’s directors,
officers or affiliates are listed on the U.S. Commerce Department’s Denied Persons List, Entity List,
or Unverified List, the U.S. State Department’s Nonproliferation Sanctions List, the U.S. Treasury
Department’s List of Specially Designated Nationals and Blocked Persons or the Sectoral
Sanctions Identifications (SSI) List (collectively, the “Restricted Party Lists”). Licensee
acknowledges and agrees that the Software and related technical data and services are
subject to the export control laws and regulations of the United States and any country in which
the Software or related technical data or services are developed, received, downloaded, used,
or performed. Further, Licensee understands and acknowledges that the release of software or
technology to a non-U.S. person within the United States or elsewhere abroad is deemed to be
an export to the non-U.S. person’s home country or countries, and that the transfer of the
Software or related technology to Licensee’s employees, affiliates, or any third party, may
require a license from the United States Government and possibly other applicable authorities.
Licensee shall be solely responsible for determining whether Licensee’s use or transfer of the
Software or related technology or services requires an export license or approval from U.S. or
other authorities, and for securing all required authorizations.
(f) Marketing. Licensee agrees that while this Agreement is in effect, Licensor shall be
authorized to identify Licensee as a customer/end-user of Licensor software and services (as
applicable) in public relations and marketing materials.
(g) Government Licensees. If Licensee is a United States Governmental entity, Licensee
agrees that the Software are “commercial computer software” under the applicable federal
acquisition regulations and are provided with the commercial license rights and restrictions
described elsewhere herein. If Licensee is acquiring the Software under a United States
government contract, Licensee agrees that Licensee will include all necessary and applicable
restricted rights legends on the Software to protect Licensor’s proprietary rights under the FAR or
other similar regulations of other federal agencies. Licensee agrees to always include such
legends whenever the Software are, or are deemed to be, a deliverable under a government
contract.

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