Terms of service

PROFESSIONAL END USER LICENSE AGREEMENT FOR GEB Automation IDE v3.2

ATTENTION: READ CAREFULLY BEFORE you purchase the PROFESSIONAL License.

This is an agreement between you, either an individual or a single entity ("END USER") and GEB Automation LLC, a limited liability company registered in Texas, USA ("GEB"), for the GEB Automation IDE, a software tool that helps you -the END USER- to translate IEC 61131-3 code into C code -readable by several devices - and may include printed materials, and online or electronic documentation ("IDE"). By installing, copying or otherwise using the IDE or the documentation, you accept the terms of this Professional License Agreement ("AGREEMENT"). If you do not agree to the terms of this AGREEMENT, do not install or use the IDE.

The IDE is protected by copyright laws and international copyright treaties. The IDE is licensed, not sold.

LICENSE:

Upon payment by END USER of the PROFESSIONAL License purchase price and subject to the terms and conditions of this Agreement, GEB grants and you accept a personal, non-exclusive, non-transferable license (without the right to grant sublicenses) to use the IDE for use on a single computer. All rights not expressly granted to you are reserved by GEB.

Except as otherwise explicitly permitted in this AGREEMENT or allowed by law, you may not: (a) modify, reverse-engineer, distribute, or create derivative works of the IDE or any part thereof; (b) copy (except to install and make one archival back-up copy), distribute, sell, loan, lease, assign, or otherwise transfer your rights to the IDE; or (c) remove or alter any trademark, copyright, or other proprietary notice in the IDE (d) provide access (directly or indirectly) to the Programs via a web or network application (e) disclose the activation key and/or license. This AGREEMENT does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights with respect to the IDE.

The installation and use of the IDE by the END USER, is permitted for the purpose of (i) porting new devices, (ii) programming any ported devices. Any other use is expressly prohibited.

A valid license key will be provided by GEB (information available at www.gebautomation.com).

If GEB detects usage violations (e.g. usage of same key in different locations), it will revoke the technical authorization for the license key provided.

NEED TO BE CONNECTED:

Be aware that at start up and/or randomly when you use the IDE to generate the C code, the IDE may send information to GEB's Internet license server and/or verify that the license is a valid one. If the IDE cannot communicate through Internet with the license server, then no C code will be generated and/or the IDE will cease to work and/or other limitations to the IDE will be applied. Therefore you will need to have an Internet connection working properly to use the IDE. Should you need to execute the IDE while offline, you will need to contact GEB (www.gebautomation.com) and obtain -paying the applicable price- a special permission with piece of hardware (hard lock key) at an extra cost. GEB is not obliged to grant this permission -and the hard lock- for working offline, and may deny it without cause.

GEB will provide a License server services to allow the IDE to verify the license keys and work accordingly. In the event that GEB definitively stops providing this License Server service -except in cases of maintenance of momentary failures-, it will make available a version of the GEB IDE that will work with hard lock keys for you, at no extra cost.

LIMITED WARRANTY:

The GEB IDE is a tool that helps you -the End User- to translate IEC 61131-3 code into C code but you will be responsible for reviewing the result, debugging the final code and testing it prior to using the result in any kind machine, procedure or production.

To the maximum extent permitted by applicable law, GEB provides the Software AS IS and hereby disclaims all warranties and conditions, either express, implied, or statutory, including but not limited to any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of negligence or lack of workmanlike effort, all with regard to the IDE, and the provision of or failure to provide support services.

LIMITATION OF LIABILITY:

AS EXPLAINED ABOVE, THE IDE IS A TOOL THAT DOES NOT ENSURE A PROPER RESULT. THEREFORE, IN NO EVENT WILL GEB BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST REVENUE OR PROFITS, LOST DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THIS IDE, EVEN IF GEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GEB LIMITS ITS LIABILITY TO REPLACEMENT OF THE SOFTWARE ON NEW MEDIA OR REFUND OF THE PURCHASE PRICE PAID. GEB does not assume any liabilities under the laws of any Country or Territory worldwide for any event resulting from the execution of GEB IDE resulting code, as standalone program or in conjunction with code generated by OTHERS running in any type of programmable machinery or device featured with programming capabilities, including but not limited to PLC's, microprocessors, computers, and controllers capable of performing any type of action perceivable or non- perceivable by human beings, or affecting life and environment. Neither GEB assumes any liabilities for non-compliances with the IEC 61131 standard, its modifications, corrections or errors. GEB's liability to you for direct damages for any causes whatsoever, regardless of the basis of the form of the action, will be limited to the price paid for the IDE.

INDEMNITY:

You hereby agree to indemnify, defend, and hold harmless GEB from and against any and all liabilities, damages, claims, costs, and expenses (including attorneys' fees and expenses related thereto) suffered or incurred by GEB relating to or arising from the use or distribution of your software applications. Notwithstanding the above, GEB shall have the right to defend any action, suit, or proceeding brought against you involving the use of the IDE, at its own expense, with counsel of its own choosing.

TERM AND TERMINATION:

This AGREEMENT is effective until terminated. You may terminate it at any time by destroying all copies of the IDE and all of its component parts. It will also terminate immediately without notice if you fail to comply with any term or condition of this AGREEMENT. Upon such termination you agree to destroy all copies of the IDE and all of its component parts. You may not assign or provide the license key to any third party.

MAINTENANCE, SUPPORT AND UPGRADE SERVICES:

Maintenance Services do not include (i) correction or elimination of faults or failures; (ii) rectification of lost or corrupted data; (iii) visits to the "End user" site; or (iv) new GEB IDE versions.

GEB will provide assistance requested and provided through e-mail or Skype for a total of two (2) non-consecutive hours during the first six months of this Agreement. This assistance will be provided during GEB’s office hours.

GEB is not obligated to provide upgrades, maintenance or technical support other than the amount of hours described above. Shall GEB decide to provide any of the following services then rates and conditions will be available on the webpage www.gebautomation.com: (i) Technical support: Assistance requested and provided through e-mail or phone. (ii) Upgrades: The right to install all available upgrades to new releases of the IDE for a period of two years. (iii) Maintenance: GEB may modify the IDE, increasing or limiting its capabilities and publishing said modifications on its website. GEB has the right -not the obligation- to notify the existing users of the new versions published.

CONFIDENTIALITY:

GEB's policy is to keep all the information of the End Users confidential, however, you hereby acknowledge that some information, including without limitation data, questions, comments, suggestions shall be expressly deemed to be non-confidential, that GEB may publish it for technical or commercial information and that you will not claim any intellectual property right over said information or over any development made as a consequence of the information provided.

SOFTWARE OF THIRD PARTIES:

Third Parties License Notices and trademark notices are available as part of the IDE or in electronic formats.

MISCELLANEOUS:

This AGREEMENT is the entire AGREEMENT relating to the IDE and the support services. If any provision of this AGREEMENT is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

This AGREEMENT is governed by the laws of the State of Texas, USA.

If a portion of this AGREEMENT is held unenforceable, the remainder shall be valid. It means that if one section of the AGREEMENT is not lawful, the rest of the AGREEMENT is still in force. A party's failure to exercise any right under this AGREEMENT will not constitute a waiver of (a) any other terms or conditions of this AGREEMENT, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this AGREEMENT.

OEM LICENSE AGREEMENT FOR GEB Automation IDE v3.2

ATTENTION: READ CAREFULLY BEFORE you purchase the OEM License

THIS OEM AGREEMENT (the "Agreement") is made between you ("OEM") either an individual or a single entity, and GEB Automation LLC, a limited liability company registered in Texas, USA ("GEB"). In this Agreement the OEM and GEB are sometimes referred to collectively as the "Parties" and individually as a "Party." IN CONSIDERATION of the mutual covenants contained herein, GEB and OEM agree as follows:

DEFINITIONS:

The following definitions apply herein:

-"Software", "IDE" or "program" means the tool developed by GEB devoted to help in the translation of IEC 61131-3 code into C code.

-"OEM product" means an equipment manufactured or integrated by the OEM MANUFACTURER, that is used for automation and reasonable requires IEC 61131-3 programming and translation to C code.

-“End user" is the customer to whom OEM MANUFACTURER will provide a license with a copy of the customized IDE, along with an OEM product. The license agreement attached under Appendix A ("EULA") will rule the relationship between GEB and the End user. Each End user will have to accept the license provided in order to use the IDE.

OEM AUTHORIZATION:

Upon payment by OEM of the OEM License purchase price and subject to the terms and conditions of this Agreement, GEB hereby grants and OEM accepts a non-transferable, non-exclusive, authorization to customize the IDE, include OEM products as ported devices and distribute licenses with copies of the customized IDE along with OEM Products. All rights not expressly granted to OEM in this Agreement are expressly reserved for GEB. OEM will not have the right to provide the licenses to other OEMs. OEM may customize the IDE as explained in the technical documents provided to the OEM. When distributing the licensed IDE -customized at the OEM discretion- OEM will provide the "End user" with one copy of the customized IDE, online or on a CD with a copy of the license agreement attached under Appendix A. All copies of the customized IDE will work exclusively with the ported devices included by the OEM in the customized IDE.

USE LIMITATIONS; LOCATION AND TRANSFER:

a. OEM shall not: (i) modify, copy (except as permitted in this Agreement), reverse engineer, disassemble, de-compile or otherwise translate the IDE; (ii) permit any third parties to copy, reproduce, disclose in whole or in part, use, exploit or otherwise access the IDE or the Documentation, except to End users. (iii) OEM cannot sell, lend or otherwise provide copies or licenses to other manufacturers or OEMs. (iv) OEM shall make the End users aware that the IDE is a tool to help the End user in the translation of IEC 61131-3 code into C code and therefore End user is responsible for reviewing, debugging and testing the C code before starting/launching the use of the code created for any kind of application. (v) OEM shall not simultaneously distribute different versions of the customized IDE (e.g. including different set of ported devices) using the same OEM License. (iv) OEM shall not include in the customized IDE ported devices for equipment that is not manufactured or integrated by the OEM.

COPIES BY OEM:

OEM may copy the IDE provided however, that such copies shall contain each copyright, legend, trademark, trade name, proprietary rights and confidentiality notices and all other identifications, as originally applied by GEB. The use of GEB’s trade name or trademark by the OEM is permitted only under the "GEB brand guide" available on GEB’s webpage.

RIGHT TO CONTROL:

OEM agrees that at start up and/or randomly when the End User uses the IDE, the IDE may send information to GEB's Internet license server.

TERM AND TERMINATION:

This Agreement commences on the Effective Date and is effective until its termination. This Agreement may be terminated by GEB in the event of a material breach by OEM of any provision of this Agreement where OEM fails to correct such breach within 30 days of written notice; or upon the insolvency, bankruptcy, reorganization, or assignment for the benefit of creditors of OEM.

Within 30 days after the date of any termination of this Agreement, OEM shall furnish to GEB written notice certifying that the original and all copies including partial copies of the corresponding Program, and Documentation, and any other materials received from GEB have been returned to GEB or destroyed and all copies of the IDE have been erased from any computer memory or any kind of support.

LIMITED WARRANTY; PROPRIETARY RIGHTS INDEMNITY:

GEB MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ANY WARRANTIES WITH RESPECT TO THE IDE OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. If OEM's use of the IDE becomes the subject of a claim of infringement of a patent or copyright, subject to “LIMITATION OF LIABILITY” below, GEB will indemnify OEM against all costs, damages and reasonable attorneys’ fees that a court having competent jurisdiction awards as a result of such claim, provided that OEM (i) gives GEB prompt written notice of such claim; (ii) allows GEB to direct the defense and eventually the settlement of the claim; and (iii) cooperates with GEB as needed for the defense and settlement of the claim. THE INDEMNITY PROVIDED IN THIS SECTION CONSTITUTES GEB’S ENTIRE OBLIGATION AND OEM’S EXCLUSIVE REMEDY REGARDING INFRINGEMENT OF PATENTS AND COPYRIGHTS.

LIMITATION OF LIABILITY:

GEB’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO AND NOT EXCEED THE OEM LICENSE PURCHASE PRICE FOR IDE AND PAID BY OEM REGARDLESS OF WHETHER GEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE. GEB SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTES, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER, WITHOUT LIMITATION, FOR BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. OEM ACKNOWLEDGES THAT THE INITIAL OEM FEE REFLECTS THIS ALLOCATION OF RISK. IN NO EVENT SHALL GEB’S LIABILITY EXCEED THE INITIAL OEM FEE PAID BY OEM FOR THE IDE. OEM AGREES IT WILL TAKE NO LEGAL ACTION AGAINST GEB’S THIRD PARTY SOFTWARE SUPPLIERS.

MAINTENANCE, TECHNICAL SUPPORT AND UPGRADES:

Maintenance Services do not include (i) correction or elimination of faults or failures; (ii) rectification of lost or corrupted data; (iii) visits to the "OEM" site; or (iv) new GEB IDE versions.

GEB will provide assistance requested and provided through e-mail or Skype for a total of ten (10) non-consecutive hours during the first six months of this Agreement. This assistance will be provided during GEB’s office hours.

GEB is not obligated to provide upgrades, maintenance or technical support other than the amount of hours described above. In the case that GEB decides to provide any of the following services, the rates and conditions will be available on the webpage www.gebautomation.com: (i) Technical support: Assistance requested and provided through e-mail or Skype. (ii) Right to upgrades: The right -transferable to the End users- to install all available upgrades to new releases of the IDE for a period of two years. (iii) Maintenance: GEB may modify the IDE, increasing or limiting its capabilities and publishing said modifications on its website. GEB has the right -not the obligation- to notify the existing users of the new versions published.

ASSIGNMENT:

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. GEB may assign this agreement in whole or in part to a third party. OEM may not assign this Agreement, in whole or in part, without GEB’s prior written consent, which shall not be unreasonably withheld. Any attempt to assign this Agreement other than in accordance with this provision will be null and void.

CONFIDENTIALITY:

GEB’s policy is to keep all the information of the OEM confidential, however, you hereby acknowledge that some information, including without limitation data, questions, comments, suggestions shall be expressly deemed to be non-confidential, that GEB may publish it for technical or commercial information and that you will not claim any intellectual property right over said information or over any development made as a consequence of the information provided.

SOFTWARE OF THIRD PARTIES:

Third Parties License Notices and trademark notices are available as part of the IDE or in electronic formats.

GOVERNING LAW:

This Agreement will be governed by and construed under the laws of the State of Texas, USA. Both parties hereby agree to waive the right to a jury trial. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.

GENERAL:

This Agreement, including all Schedules, is the complete and exclusive agreement between the parties with respect to the Agreement's subject matter. This Agreement may be modified only by a written instrument duly executed by authorized representatives of the parties. Any waiver by either party of any condition, part, term, or provision of this Agreement shall not be construed as a waiver of any other condition, part, term, or provision or a waiver of any future event or circumstance. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. A party's failure to exercise any right under this Agreement will not constitute a waiver of (a) any other terms or conditions of this Agreement, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this Agreement.

The OEM recognizes that money damages are not an adequate remedy for any breach or threatened breach of any obligation hereunder by the OEM involving GEB’s intellectual property, or OEM's use of the GEB Automation IDE in violation of this Agreement. The OEM therefore agrees that in addition to any other remedies available hereunder, by law or otherwise, GEB shall be entitled to an injunction or other appropriate equitable relief against any such continued breach by the OEM of such obligations. The relationship of GEB and OEM, established by this Agreement, is that of independent contractors, with OEM acting as a distributor and limited licensee of the Products and in no event as an agent of GEB. The parties executing this Agreement warrant that they have the requisite authority to do so.

APPENDIX A

OEM END USER LICENSE AGREEMENT (EULA) FOR GEB Automation IDE v3.2

ATTENTION: READ CAREFULLY BEFORE you install the Software.

This is an agreement between you, either an individual or a single entity ("END USER") and GEB Automation LLC, a limited liability company registered in Texas, USA ("GEB"), for the GEB Automation IDE, a software tool that helps you -the END USER- to translate IEC 61131-3 code into C code -readable by the devices included by GEB in the IDE- and may include printed materials, and online or electronic documentation ("IDE"). By installing, copying or otherwise using the IDE or the documentation, you accept the terms of this Student License Agreement ("AGREEMENT"). If you do not agree to the terms of this AGREEMENT, do not install or use the IDE.

The IDE is protected by copyright laws and international copyright treaties. The IDE is licensed, not sold.

LICENSE:

GEB grants you a personal, non-exclusive, non-transferable license (without the right to grant sublicenses) to use the IDE for use on a single computer. All rights not expressly granted to you are reserved by GEB.

Except as otherwise explicitly permitted in this AGREEMENT or allowed by law, you may not: (a) modify, reverse-engineer, distribute, or create derivative works of the IDE or any part thereof; (b) copy (except to install and make one archival back-up copy), distribute, sell, loan, lease, assign, or otherwise transfer your rights to the IDE; or (c) remove or alter any trademark, copyright, or other proprietary notice in the IDE (d) provide access (directly or indirectly) to the Programs via a web or network application. This AGREEMENT does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights with respect to the IDE.

The installation and use of the IDE by the END USER, is permitted for the purpose of programming the devices already included by the OEM in the customized IDE. Any other use is expressly prohibited.

Be aware that at start up and/or randomly when you use the IDE, the IDE may send information to GEB's Internet license server.

LIMITED WARRANTY:

The GEB IDE is a tool that helps you -the End User- to translate IEC 61131-3 code into C code but you will be responsible for reviewing the result, debugging the final code and testing it prior to using the result in any kind machine, procedure or production.

To the maximum extent permitted by applicable law, GEB provides the Software AS IS and hereby disclaims all warranties and conditions, either express, implied, or statutory, including but not limited to any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of negligence or lack of workmanlike effort, all with regard to the IDE, and the provision of or failure to provide support services.

LIMITATION OF LIABILITY:

AS EXPLAINED ABOVE, THE IDE IS A TOOL THAT DOES NOT ENSURE A PROPER RESULT. THEREFORE, IN NO EVENT WILL GEB BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST REVENUE OR PROFITS, LOST DATA, OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THIS IDE, EVEN IF GEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GEB LIMITS ITS LIABILITY TO REPLACEMENT OF THE SOFTWARE ON NEW MEDIA OR REFUND OF THE PURCHASE PRICE PAID. GEB does not assume any liabilities under the laws of any Country or Territory worldwide for any event resulting from the execution of GEB IDE resulting code, as standalone program or in conjunction with code generated by OTHERS running in any type of programmable machinery or device featured with programming capabilities, including but not limited to PLC's, microprocessors, computers, and controllers capable of performing any type of action perceivable or non- perceivable by human beings, or affecting life and environment. Neither GEB assumes any liabilities for non-compliances with the IEC 61131 standard, its modifications, corrections or errors. GEB's liability to you for direct damages for any causes whatsoever, regardless of the basis of the form of the action, will be limited to the price paid for the IDE.

INDEMNITY:

You hereby agree to indemnify, defend, and hold harmless GEB from and against any and all liabilities, damages, claims, costs, and expenses (including attorneys' fees and expenses related thereto) suffered or incurred by GEB relating to or arising from the use or distribution of your software applications. Notwithstanding the above, GEB shall have the right to defend any action, suit, or proceeding brought against you involving the use of the IDE, at its own expense, with counsel of its own choosing.

TERM AND TERMINATION:

This AGREEMENT is effective until terminated. You may terminate it at any time by destroying all copies of the IDE and all of its component parts. It will also terminate immediately without notice if you fail to comply with any term or condition of this AGREEMENT. Upon such termination you agree to destroy all copies of the IDE and all of its component parts.

MAINTENANCE, SUPPORT AND UPGRADE SERVICES:

Maintenance Services do not include (i) correction or elimination of faults or failures; (ii) rectification of lost or corrupted data; (iii) visits to the "End user" site; or (iv) new GEB IDE versions.

GEB is not obligated to provide technical support, upgrades, or maintenance. Shall GEB decide to provide any of the following services then rates and conditions will be available on the webpage www.gebautomation.com: (i) Technical support: Assistance requested and provided through e-mail or Skype. (ii) Upgrades: The right to install all available upgrades to new releases of the IDE for a period of two years. (iii) Maintenance: GEB may modify the IDE, increasing or limiting its capabilities and publishing said modifications on its website. GEB has the right -not the obligation- to notify the existing users of the new versions published.

CONFIDENTIALITY:

GEB's policy is to keep all the information of the End Users confidential, however, you hereby acknowledge that some information, including without limitation data, questions, comments, suggestions shall be expressly deemed to be non-confidential, that GEB may publish it for technical or commercial information and that you will not claim any intellectual property right over said information or over any development made as a consequence of the information provided.

SOFTWARE OF THIRD PARTIES:

Third Parties License Notices and trademark notices are available as part of the IDE or in electronic formats.

MISCELLANEOUS:

This AGREEMENT is the entire AGREEMENT relating to the IDE and the support services. If any provision of this AGREEMENT is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

This AGREEMENT is governed by the laws of the State of Texas, USA.

If a portion of this AGREEMENT is held unenforceable, the remainder shall be valid. It means that if one section of the AGREEMENT is not lawful, the rest of the AGREEMENT is still in force. A party's failure to exercise any right under this AGREEMENT will not constitute a waiver of (a) any other terms or conditions of this AGREEMENT, or (b) a right at any time thereafter to require exact and strict compliance with the terms of this AGREEMENT.