The Vendor (“Scadalrt”) wishes to license API (“Application Programming Interface”) application ID, Cloud URL, and System GUID to the Licensee and the Licensee desires to purchase the API application ID, Cloud URL, and System GUID under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

License

1. Under this Agreement the Vendor grants to the Licensee a non-exclusive and non-transferable license (the "License") to use Scadalrt (the "Software").

2. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.

3. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

4. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

5. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.

License Fee

1. The license fee for this Agreement will consist of the original purchase price of the license tier plus a monthly subscription fee.

Free Trial

1. This software may be offered with a free trial period. During this period, the Vendor reserves the right to terminate service.

Notification Usage

1. This software is licensed based on a monthly usage limit of the purchased license tier. Violation of this usage limit may result in termination of service.

Support

1. End-user support is included with the license. Email support is provided for all license tiers. Emails are normally answered within 24 hours. Premium support is included with “Standard” and “Premium” tier. Premium support provides installation, configuration, and troubleshooting support via remote access to the end-user’s SCADA system. This remote access must be provided by the end-user to the Vendor.

Limitation of Liability

1. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

2. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Warrants and Representations

1. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

Acceptance

1. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") upon execution of this Agreement.

Term

1. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

1. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.

2. The end-user may terminate service at any time.

Miscellaneous

1. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

2. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.

3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

4. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

5. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

6. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.

Notices

All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:
support@scadalrt.com