i-Grid™ License and Data Use Agreement
You ("You" or "Licensee") wish to access and use the i-Grid™
network of i-Sense devices, communication methods (including but not limited
to the Internet), server(s), database(s) and website(s) relating to power quality
and reliability events and software programs and algorithms
(" i-Grid™ ").
Rockwell Automation, Inc. ("Rockwell Automation") is willing to license the
i-Grid™
to You only on the condition that You accept all terms and conditions of use set forth below.
TERMS AND CONDITIONS OF i-Grid LICENSE
A.
Provided You comply with all the terms and conditions herein, Rockwell Automation
licenses to You the following rights (collectively referred to as the "License"):
a non-assignable, non-exclusive license to access, use and display the
i-Grid
via the Internet. The i-Grid will only be accessed through
the use of passwords selected by Licensee.
B.
Upon opening an account to access and use i-Grid, Licensee
must complete a
registration process by providing Rockwell Automation with current, complete and
accurate information as required by the registration form. Licensee will also
choose a password and a user name that Licensee agrees to maintain confidential.
Licensee shall be entirely responsible for any and all activities that occur under
Licensee's account and password. Licensee agrees to notify Rockwell Automation
immediately of any unauthorized use of its account or any other breach of security.
Rockwell Automation will not be liable for any loss that Licensee may incur as a
result of someone else using its password or account, either with or without
Licensee's knowledge. Licensee shall be held liable for losses incurred by Rockwell
Automation or any third party due to someone else using Licensee's account or
password. Licensee may not use anyone else's account at any time, without the
written permission of the account holder.
C.
Licensee may only use the i-Grid for its own internal
business purposes.
Licensee's internal purposes do not include providing services, data, templates,
analyses, or documents that are part of the i-Grid to
third parties, unless
expressly authorized by Rockwell Automation in a separate written agreement.
D.
Licensee may not use all or any part of the i-Grid or any
documentation provided
on the i-Grid to create a product or service that, in
Rockwell Automation's sole
determination, competes with or is used in a product or service that competes with all
or any part of the i-Grid, regardless of whether such product
or service is
distributed with or without consideration.
E.
Rockwell Automation reserves all rights in the i-Grid not
granted in this Agreement.
A.
All materials including but not limited to the data residing on the
i-Grid, text,
images, audio, video, and software that powers the site ("Materials") are owned by
or used under license to Rockwell Automation. Your use of these Materials is
permitted only by virtue of this Agreement.
B.
Rockwell Automation will use reasonable efforts to keep the identity of the source of
specific detailed data from any i-Sense monitor confidential, unless otherwise agreed to by
the parties, or as set forth in Section 4; except that Rockwell Automation may share all
data, including identifying data, collected from any i-Sense monitor with the utility which
provides electricity to Licensee.
C.
i-Grid contains Material which is protected by international
copyright and trademark
laws. No material may be copied, reproduced, republished, uploaded, posted, transmitted,
or distributed or decompiled, reverse engineered or disassembled, except that unless
otherwise specified on the website with respect to particular Materials, Licensee may
download one copy of the Materials on any single computer for internal use only,
providing Licensee keeps completely intact and unmodified all copyright and other
proprietary notices. In accessing and using the i-Grid as
authorized under the
terms of this Agreement, Licensee will not remove, suppress or modify any notice of
copyright, trademark, or other proprietary rights that appear in the
i-Grid.
Modification or use of the Materials for any other purpose is a violation of Rockwell
Automation's copyright, trademark and other proprietary rights. The use of any such
Materials on any other web site or networked computer environment is prohibited without
Rockwell Automation's express written consent. The unauthorized modification,
tampering or change of any information, or any interference with the availability
of or access to this website is strictly prohibited.
D.
Rockwell Automation's name and logos and related products and service, names, design
marks and slogans including but not limited to ROCKWELL AUTOMATION,
I-GRID and I-SENSE
are the trademarks or service marks of Rockwell Automation. Licensee is not authorized
to use any Rockwell Automation name or mark in any advertising, publicity or in any other
commercial manner without the prior written consent of Rockwell Automation.
A.
ROCKWELL AUTOMATION NEITHER MAKES NOR GRANTS ANY WARRANTIES, EXPRESS OR
IMPLIED. ROCKWELL AUTOMATION EXCLUDES ALL IMPLIED WARRANTIES INCLUDING
SPECIFICALLY ANY IMPLIED WARRANTY ARISING BY STATUTE OR OTHERWISE IN OR
FROM A COURSE OF DEALING OR USAGE OF TRADE RELATING TO THE DATA, ANALYSES,
REPORTS, NOTIFICATIONS, OR OTHER INFORMATION. ROCKWELL AUTOMATION HEREBY
EXCLUDES ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS
FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE.
B.
(i) ROCKWELL AUTOMATION ASSUMES NO LIABILITY FOR THE ACCURACY, TIMELINESS, RELIABILITY
OR COMPLETENESS OF ANY OF THE MATERIALS ON THE WEBSITE AND IN THE DATABASE
INCLUDING BUT NOT LIMITED TO DATA, ANALYSES, REPORTS, NOTIFICATIONS OR OTHER
INFORMATION. DATA IS PROVIDED "AS IS".
(ii) ROCKWELL AUTOMATION ASSUMES NO LIABILITY FOR ANY VIRUSES THAT INFECT OR
SECURITY BREACHES OF EITHER ROCKWELL AUTOMATION OR LICENSEE'S COMPUTER NETWORK
OR EQUIPMENT OR THE I-GRID.
(iii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROCKWELL
AUTOMATION OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS
INTERRUPTION, FOR LOST SAVINGS, FOR LOSS OF PRIVACY, AND FOR ANY OTHER PECUNIARY OR
OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY
TO USE THE SOFTWARE, EVEN IF ROCKWELL AUTOMATION OR ITS RESELLER HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ROCKWELL
AUTOMATION'S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES,
INCLUDING THAT WITH RESPECT TO DIRECT DAMAGES AND OBLIGATIONS UNDER ANY INDEMNITY,
WHETHER OR NOT INSURED, WILL NOT EXCEED THE COST OF THE PRODUCT GIVING RISE TO THE
CLAIM OR LIABILITY. ALL OF THESE DISCLAIMERS AND LIMITATIONS OF REMEDIES AND/OR
LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION OF THIS AGREEMENT OR
ANY OTHER AGREEMENT BETWEEN YOU AND ROCKWELL AUTOMATION AND REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND FURTHER WILL EXTEND TO THE BENEFIT
OF ROCKWELL AUTOMATION'S VENDORS, APPOINTED DISTRIBUTORS AND OTHER AUTHORIZED RESELLERS
AS THIRD-PARTY BENEFICIARIES.
C.
Licensee agrees to indemnify Rockwell Automation and to hold Rockwell Automation harmless
from any and all claims (including reasonable attorneys' fees and costs) resulting from
Licensee's acts, omissions, or representation in any way related to this Agreement or
Licensee's access to, use of, or contribution of information to, the database or website.
A.
Rockwell Automation, its subsidiaries, and authorized distributors (collectively
"Rockwell Automation" for purposes of this Section 4) will endeavor to respect
Your privacy and will only use Your personal information, such as Your name, business
address, e-mail address or phone number, for reasonable business purposes, including
but not limited to, communications related to subscription renewals and other lawful
business activities. In order to establish a more personalized relationship with
You, we will also use your personal information to determine what services You truly value.
Rockwell Automation collects personal information when you register on the Rockwell
Automation web site, when you purchase Rockwell Automation products or services, or when
you visit Rockwell Automation pages. Rockwell Automation will not, without your consent,
sell Your e-mail address list to third parties but may use our lists to notify You of
products and services offered by others that we think you may find worthwhile. Rockwell
Automation will endeavor to ensure that only authorized employees of Rockwell Automation
will have access to your personal information. Rockwell Automation has implemented security
systems that we believe prevent most people from accessing Your personal information through
our site. People who try and bypass security systems, or "Hackers", are often very skilled
at breaking through security systems though and therefore Rockwell Automation makes no
guarantee that Your information is 100% safe. Notwithstanding anything to the contrary
contained herein, Rockwell Automation reserves the right to disclose Your information when
required by law, or if there is reason to believe that someone is causing injury to, or
interfering with, Rockwell Automation rights or property, or the rights and property of others.
B.
In Rockwell Automation's performance of the services or in connection with your use of i-Grid,
it may be necessary for Rockwell Automation to obtain, receive, or collect data or information,
including system specific data (collectively, the "Data"). In such cases, you grant Rockwell
Automation a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use,
compile, distribute, display, store, process, reproduce, or create derivative works of the
Data solely to facilitate the performance of sales and services by Rockwell Automation and
your use of i-Grid. In addition, you grant Rockwell Automation a license to use and aggregate
the Data in support of Rockwell Automation's marketing and sales activities.
C.
If You have the settings on your browser set accordingly, we will use "cookies" to track
some of your information in order to customize Rockwell Automation's site for You. "Cookies"
are text files that Rockwell Automation places on the hard drive of Your computer in order
to remember Your password, preferences, etc. Allowing Rockwell Automation to place a "cookie"
on your hard drive does not admit Rockwell Automation to the remainder of Your computer and
"cookies" have purportedly been designed by Microsoft so that Rockwell Automation will be the
only entity that can read the "cookie" placed on your hard drive. You have the option to set
Your web browser to reject cookies and if You do so, some features of the site will not work
and therefore some of the personalized options will be eliminated. You should check the
documentation of Your browser to learn how to disable "cookies."
D.
It is important to note that the Rockwell Automation site contains links to other sites,
and that those sites may not follow the same privacy policies as Rockwell Automation. For
instance, if You click on an advertisement on the Rockwell Automation site, you may be taken
away from Rockwell Automation to an entirely different site that may not follow the same
privacy policies as Rockwell Automation
Rockwell Automation may amend these Terms and Conditions at any time by posting them
in the Terms and Conditions section of the website. Licensees are bound by such
provisions and should periodically review the Terms and Conditions.
The laws of the State of Wisconsin and the United States govern this Agreement without
regard to any conflict of laws provisions. The United Nations Convention on the
International Sale of Goods will not apply. You agree to bring any action in connection
with this Agreement exclusively in the state or federal courts of Wisconsin, and You
further agree to the jurisdiction of the state and federal courts of Wisconsin for any
action that Rockwell Automation brings against You.
If any provision of this Agreement shall be deemed unlawful, void or unenforceable, then
that provision shall be deemed severable from this Agreement and its severance shall not
affect the validity and enforceability of any remaining provisions.
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