This Inductive Automation SDK License Agreement (“License Agreement”) is a legal agreement between the individual or entity (“you”) that receives, downloads or uses the SDK (as defined below) and Inductive Automation, LLC, a limited liability company organized under the laws of the State of California, USA, and operating under the laws of the USA with its principal place of business at 90 Blue Ravine Road, Folsom CA, 95630, USA (“Inductive Automation”, “we”, “our”, or “us”).
1. Inductive Automation SDK.
The Inductive Automation Software Development Kit (referred to in this License Agreement as the “SDK” and specifically including the software, software development kits, libraries, application programming interfaces, sample code, templates, tools, plugins, technology, documentation and other related materials Inductive Automation makes available to you for use in connection with your development of Applications (as defined below)) is licensed to you subject to the terms of this License Agreement. This License Agreement forms a legally binding contract between you and Inductive Automation in relation to your use of the SDK.
2. Accepting this License Agreement.
In order to use the SDK, you must first agree to this License Agreement. You may not use the SDK if you do not accept this License Agreement. By receiving, downloading or using the SDK, you accept and agree to be bound by this License Agreement along with other applicable terms and conditions such as the additional terms or documents accompanying the SDK. You represent and warrant that you have the authority to bind yourself or the entity you represent to this License Agreement (and all references to “you” in the License Agreement refer to that entity). If you do not have the requisite authority, you may not accept this License Agreement or use the SDK on behalf of the entity you represent. You may not use the SDK and may not accept the License Agreement if you are (i) a person with whom Inductive Automation is prohibited from transacting business under applicable law, or (ii) a person barred from receiving, downloading or using the SDK by Inductive Automation or under the applicable laws of the United States or other countries, including the country in which you are resident or from which you use the SDK.
3. License Grant and Purpose.
- Subject to the terms and conditions of this License Agreement, Inductive Automation grants you a limited, worldwide, revocable, royalty-free, non-exclusive, non-transferable, non-sublicensable license during the term of this License Agreement to reproduce and use the SDK solely to (i) develop, test or distribute your modules, applications or other products (collectively, “Applications”) that interoperate with Ignition by Inductive Automation® software platform (the “Ignition Platform”); and (ii) enable you and/or your users access to Ignition Platform functionality and features through your Applications.
- You may only use the SDK to develop Applications in connection with the Ignition Platform. You may not use this SDK to develop Applications for other platforms or to develop another SDK. You are of course free to develop modules or applications for other platforms, provided that this SDK is not used for that purpose.
- You agree that Inductive Automation or third parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Inductive Automation reserves all rights not expressly granted to you.
- You may not use the SDK for any purpose not expressly permitted by this License Agreement. Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK.
- Use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not this License Agreement.
- You agree that the form and nature of the SDK that Inductive Automation provides may change without prior notice to you and that future versions of the SDK may be incompatible with Applications developed on previous versions of the SDK. You agree that Inductive Automation may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Inductive Automation’s sole discretion, without prior notice to you.
- Nothing in the License Agreement gives you a right to use any of Inductive Automation’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
- You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
4. Use of the SDK.
- Inductive Automation agrees that it obtains no right, title or interest from you (or your licensors) under this License Agreement in or to any Applications (excluding our SDK) that you develop using the SDK, including any Intellectual Property Rights that subsist in those Applications.
- You agree to use the SDK and create Applications only for purposes that are permitted by this License Agreement.
- You agree that if you use the SDK to develop Applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Applications, and you must provide legally adequate privacy notice and protection for those users. If your Application stores personal or sensitive information provided by users, it must do so securely.
- You agree that you will not engage in any activity with the SDK, including the development or distribution of an Application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party or Inductive Automation.
- You agree that you are solely responsible for (and that Inductive Automation has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through Applications for the Ignition Platform, and for the consequences of your actions (including any loss or damage which Inductive Automation may suffer) by doing so.
- You agree that you are solely responsible for (and that Inductive Automation has no responsibility to you or to any third party for) any breach of your obligations under the License Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Inductive Automation or any third party may suffer) of any such breach.
Our communications to you and our SDK may contain Inductive Automation confidential information, which includes information that is marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, you will not disclose it to any third party without Inductive Automation’s prior written consent. Inductive Automation confidential information does not include information that you independently developed, that was rightfully given to you by a third party without a confidentiality obligation with regard to such information, or that becomes public through no fault of your own. You may disclose Inductive Automation confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court order prohibits such notice.
6. Developer Credentials.
If Inductive Automation requires developer credentials, you agree that you are responsible for maintaining the confidentiality of any such developer credentials that may be issued to you by Inductive Automation or which you may choose yourself and that you will be solely responsible for all Applications that are developed under your developer credentials.
7. Compliance with Laws.
You will comply with all applicable laws, rules, regulations, orders, and other requirements of governmental agencies (together, “Laws”) in your use of the SDK and in the development and distribution of your Applications. Without limiting the foregoing, you will comply with all export, re-export, and import Laws of the United States and other countries that may apply to the SDK, and will not transfer, or encourage, assist, or authorize the transfer of, the SDK to a prohibited country or otherwise in violation of any applicable Laws. You will not engage in any activity using or related to the SDK, including the development or distribution of your Applications, that (a) infringes, violates, or misappropriates our rights or the rights of any third party, or (b) interferes with, damages, or uses in any unauthorized manner the hardware, software, networks, technologies, or other properties or services of ours or of any user or other third party.
8. Terminating this License Agreement.
- The term of this License Agreement will begin on the date on which you click accept, receive, download or use the SDK or its components and will continue to apply until terminated by either you or Inductive Automation as set forth in this License Agreement.
- If you want to terminate this License Agreement, you may do so by ceasing your use of the SDK and any relevant developer credentials (if any).
- Inductive Automation may at any time, terminate this License Agreement with you if:
- you have breached any provision of this License Agreement; or
- Inductive Automation is required to do so by law; or
- the partner with whom Inductive Automation offered certain parts of SDK (such as APIs) to you has terminated its relationship with Inductive Automation or ceased to offer certain parts of the SDK to you; or
- Inductive Automation decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by Inductive Automation is, in Inductive Automation’s sole discretion, no longer commercially viable; or
- Inductive Automation decides to discontinue the SDK at any time in our sole discretion.
- Upon termination of this License Agreement, you will immediately stop using, distributing, or otherwise making available the SDK and all Applications that incorporate the SDK or any of its components, and destroy or return any cached or stored content, software, or other materials obtained through our SDK.
- When this License Agreement comes to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including, but not limited to, Sections 3.c, 5, 8, 9, 10, 11 and 13.
9. Disclaimer of Warranties.
THE SDK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND INDUCTIVE AUTOMATION, ITS LICENSORS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUPPLIERS, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOUR USE OF THE SDK IS AT YOUR SOLE RISK. THESE DISCLAIMERS APPLY EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Limitation of Liability.
IN NO EVENT WILL INDUCTIVE AUTOMATION, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST PROFITS OR DATA, COST OF COVER, OR COMPUTER FAILURE OR MALFUNCTION) ARISING OUT OF OR IN CONNECTION WITH THE SDK OR THIS LICENSE AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF INDUCTIVE AUTOMATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF INDUCTIVE AUTOMATION, ITS LICENSORS, OR ANY OF THEIR RESPECTIVE AFFILIATES OR SUPPLIERS, UNDER OR ARISING OUT OF THIS LICENSE AGREEMENT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). THE NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT ACCEPTED THE TERMS OF THIS LICENSE AGREEMENT SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THESE LIMITATIONS APPLY EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
To the maximum extent permitted by law, you release Inductive Automation and will indemnify, defend and hold Inductive Automation, its affiliates and their respective officers, directors, members, managers, employees, contractors and assigns, harmless from and against any loss, expense, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) arising out of or related to (a) your use of the SDK, (b) any Application you develop using the SDK, including any claim that your Application infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, or (c) any violation by you of the License Agreement or any applicable law or regulation (each, a “Claim”). You will not consent to the entry of a judgment or settle a Claim without Inductive Automation’s prior written consent. You will use counsel reasonably satisfactory to Inductive Automation to defend each Claim. If Inductive Automation reasonably determines that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations). Your obligations under this Section 11 are independent of your other obligations under this License Agreement.
11. Changes to the License Agreement.
Inductive Automation reserves the right to change this License Agreement at any time in our discretion. We will give you notice of the changes by posting an updated version of this License Agreement online. Changes to this License Agreement will be effective as of the date we post them, unless we specify a different effective date when we make a particular change. You are responsible for checking for License Agreement updates. Your continued use of the SDK after changes to this License Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the SDK and terminate this License Agreement.
If any provision of this License Agreement is held invalid by a court with jurisdiction over the parties to this License Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this License Agreement will remain in full force and effect. You may not assign any of your rights or obligations under this License Agreement, whether by operation of law or otherwise, without our prior written consent. Each party may use one or more subcontractors to exercise its rights and perform its obligations hereunder. Each party will be responsible for ensuring that its subcontractors comply with the applicable portions of this License Agreement when performing work on its behalf and will be liable for any noncompliance. Inductive Automation’s failure to insist upon or enforce your strict compliance with this License Agreement will not constitute a waiver of any of our rights. In addition to Inductive Automation, our licensors may enforce this License Agreement against you with respect to their software and other materials included in the SDK, and our licensors are third party beneficiaries of this License Agreement solely for that purpose. This License Agreement is governed by the laws of the State of California, without reference to rules governing choice of laws or the U.N. Convention on Contracts for the International Sale of Goods, and you irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located in Sacramento County, California. HOWEVER, WE MAY SEEK INJUNCTIVE (OR SIMILAR) REMEDIES IN ANY JURISDICTION. This License Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and Inductive Automation, whether written or verbal, regarding the subject matter of this License Agreement. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges that are imposed on that party upon or with respect to the transactions under this License Agreement.