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GE Fanuc Automation North America, Inc. GFJ–317C
Software License Agreement
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS PACKAGE. OPENING THIS PACKAGE SIGNI-
FIES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE PACK-
AGE UNOPENED ALONG WITH ANY OTHER ITEM THAT WAS INCLUDED IN THE SAME CATALOG NUMBER FOR FULL CREDIT.
You, as the Customer, agree as follows:
1. DEFINITIONS
”Application Software” shall mean those por tions of the Licensed Software, in object code form only,
created by GE Fanuc.
”Designated Computer” shall mean the one (1) computer upon which Customer shall run the Li-
censed Software.
”Licensed Software” shall mean the Application Software plus any other software, in object code
form only, supplied by GE Fanuc pursuant to this Agreement. The Licensed Software may include
third party software, including but not limited to operating systems, licensed to GE Fanuc. If no oper-
ating system software is included in the software provided under this Agreement, you must make
provision for any required operating system software licenses.
2. LICENSE
2.1 Except as provided in section 2.2 below, you are granted only a personal, non–transfer-
able, nonexclusive license to use the Licensed Software only on the Designated Computer. You may
copy the Licensed Software into machine readable form for backup purposes in support of your use
of the Licensed Software on the Designated Computer, limited to one copy. No other copies shall be
made unless authorized in writing by GE Fanuc. You may not reverse compile or disassemble the
software. The Licensed Software, comprising proprietary trade secret information of GE Fanuc and/
or its licensors, shall be held in confidence by Customer and protected from disclosure to third par-
ties. No title to the intellectual property is transferred. You must reproduce and include all applicable
copyright notices on any copy.
2.2 If you are an authorized GE Fanuc distributor or an Original Equipment Manufacturer who
incorporates the Licensed Software into your equipment for sale to an end user, you may transfer the
Licensed Software to an end user provided that the end user agrees to be bound by the provisions of
this Agreement.
2.3 GE Fanuc’s licensors having a proprietary interest in the Licensed Software shall have the
right to enforce such interests, including the right to terminate this Agreement in the event of a breach
of its terms pertaining to such proprietary interests.
2.4 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE, IF YOU TRANSFER POSSESSION OF ANY
COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF GE
FANUC, YOUR LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense,
assign or transfer any of the right, duties or obligations hereunder is void.
2.5 If the Licensed Software is being acquired on behalf of the U.S. Government, Department
of Defense, the Licensed Sof tware is subject to ”Restricted Rights”, including the legend to be affixed
to the software as set for th in DOD Supplement to the Federal Acquisition Regulations (DFAR’s) para-
graph 252.227–7013(c)(1). If software is being acquired on behalf of any other U.S. Government
entity, unit or agency, the Government’s rights shall be as defined in paragraph 52.227–19(c)(2) of
the Federal Acquisition Regulations (FAR’s).
3. WARRANTY
3.1 GE Fanuc warrants that the Application Software will be in substantial conformance with
the specifications in the manual per taining thereto as of the date of shipment by GE Fanuc. If, within
ninety (90) days of date of shipment, it is shown that the Application Software does not meet this
warranty, GE Fanuc will, at its option, either correct the defect or error in the Application Software, free
of charge, or make available to Customer satisfactory substitute software, or, as a last resor t, return to
Customer all payments made as license fees and terminate the license with respect to the Application
Software affected. GE Fanuc does not warrant that operation of the Application Software will be unin-
terrupted or error free or that it will meet Customer’s needs. All other portions of the Licensed Soft-
ware are provided ”as is” without warranty of any kind.
3.2 WITH RESPECT TO THE SOFTWARE WHICH IS THE SUBJECT OF THIS AGREEMENT, THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES
WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY.
4. LIMITATION OF LIABILITY
4.1 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, BREACH OF WAR-
RANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL GE FANUC OR ITS SUPPLIERS BE
LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PENAL DAMAGES INCLUDING, BUT
NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE LICENSED SOFTWARE OR
ANY PART THEREOF, OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED EQUIPMENT,
COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT
POWER, DOWN TIME COSTS, OR CLAIMS OF CUSTOMER’S CUSTOMERS AND TRANSFEREES FOR
SUCH DAMAGES EVEN IF GE FANUC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.2 EXCEPT AS PROVIDED IN SECTION 5, INDEMNITY, IN NO EVENT, WHETHER AS A RESULT
OF BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
SHALL GE FANUC’S LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR
RESULTING FROM THIS AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE
LICENSED SOFTWARE OR ANY PART THEREFORE, OR FROM ANY SERVICE FURNISHED HERE-
UNDER, EXCEED THE QUOTED CHARGES FOR THE LICENSED SOFTWARE. ANY SUCH LIABILITY
SHALL TERMINATE UPON THE TERMINATION OF THE WARRANTY PERIOD AS SET FORTH IN SEC-
TION 4.
4.3 If GE Fanuc furnishes Customer with advice or other assistance which concerns Licensed
Software or any portion thereof supplied hereunder or any system or equipment on which any such
software may be installed and which is not required pursuant to this Agreement, the furnishing of such
advice or assistance will not subject GE Fanuc to any liability, whether in contract, warranty, tort, (in-
cluding negligence) or otherwise.
4.4 The products to be licensed or sold hereunder are not intended for use in any nuclear,
chemical or weapons production facility or activity, or other activity where failure of the products
could lead directly to death, personal injury or severe physical or environmental damage. If so used,
GE Fanuc disclaims all liability for any damages arising as a result of the hazardous nature of the busi-
ness in question, including but not limited to nuclear, chemical or environmental damage, injury or
contamination, and Customer shall indemnify, hold harmless and defend GE Fanuc, its officers, direc-
tors, employees and agents against all such liability, whether based on contract, warranty, tort (in-
cluding negligence), or any other legal theory, regardless of whether GE Fanuc had knowledge of the
possibility of such damages.
5. INDEMNITY
5.1 GE Fanuc warrants that the Application Software shall be delivered free of any rightful
claim for infringement of any United States patent or copyright. If notified promptly in writing and given
authority, information and assistance, GE Fanuc shall defend, or may settle, at its expense, any suit or
proceeding against Customer so far as based on a claimed infringement which would result in a
breach of this warranty and GE Fanuc shall pay all damages and costs awarded therein against Cus-
tomer due to such breach. In case the Application Software is in such suit held to constitute such an
infringement and its use is enjoined, GE Fanuc shall, at its expense and option, either procure for Cus-
tomer the right to continued use, or replace same with a non–infringing product or part, or modify the
Application Software so that it becomes non–infringing, or remove the software and refund the li-
cense charge pertaining thereto (less reasonable depreciation for any period of use) and any trans-
portation costs separately paid by Customer. The foregoing states the entire liability of GE Fanuc for
patent and copyright infringement by the Licensed Software or any part thereof.
5.2 The indemnity under the preceding paragraph shall not apply to any use of Application
Software in conjunction with any other product in a combination not furnished by GE Fanuc as a part
of this transaction. As to any such use in such combination, GE Fanuc assumes no liability whatsoev-
er for patent and copyright infringement and Customer will hold GE Fanuc harmless against any in-
fringement claims arising therefrom.
6. TERM AND TERMINATION
6.1 You may terminate the license granted hereunder at any time by destroying the Licensed
Software together with all copies thereof and notifying GE Fanuc in writing that all use of the Licensed
Software has ceased and that same has been destroyed.
6.2 GE Fanuc, upon thir ty (30) days notice, may terminate this Agreement or any license here-
under if Customer fails to perform any obligation or undertaking to be performed by it under this
Agreement or if Customer attempts to assign this Agreement without the prior written consent of GE
Fanuc. Within twenty (20) days after any such termination of this Agreement, Customer shall certify
in writing to GE Fanuc that all use of the Licensed Software has ceased, and that same has been re-
turned or destroyed, in accordance with GE Fanuc’s instructions.
6.3 Sections 4, 6 and 7 of this Agreement shall survive any expiration or termination and
remain in effect. Termination of this Agreement or any license hereunder shall not relieve Customer of
its obligation to pay any and all outstanding charges hereunder nor entitle Customer to any refund of
such charges previously paid.
7. EXPORT
7.1 If you intend to export (or reexpor t), directly or indirectly, the software products or techni-
cal information relating thereto supplied hereunder or any por tion thereof, it is your responsibility to
assure compliance with U.S. export control regulations and, if appropriate, to secure any required
export licenses in your own name.
8. GENERAL
8.1 This Agreement shall be governed by the laws of the State of Virginia, without regard to its
conflict of law provisions. The provisions of the United Nations Convention on the International Sale of
Goods shall not apply to this Agreement.
Should you have any questions concerning this Agreement, you may contact GE Fanuc by writiing to:
GE Fanuc, P.O. Box 8106, Charlottesville, VA 22906.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO
BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND SUPERSEDES ANY PRO-
POSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BE-
TWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. FURTHER, NO CHANGE OR
AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS AGREED TO BY WRITTEN
INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF GE FANUC.