Version 1.3, August, 2020, OPC Foundation

These OPC Foundation Software Terms of Use are an agreement between you and the OPC Foundation (the “Agreement”) for your internal use of the OPC UA Compliance Test Tools (the “Software”). YOUR DOWNLOAD AND USE OF THE SOFTWARE IS YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THIS AGREEMENT. Each license is for a single user – subsequently called “Licensee” (i.e. all copies of the Software must be obtained on an individual basis, directly from the OPC Foundation Website).

A. Grant of License

OPC Foundation grants Licensee a non-exclusive, worldwide, revocable, limited license to download and use the Software for the purpose of performing internal self-testing of Licensee’s Products (the “Purpose”). As used herein, Licensee Products means Licensee’s OPC UA enabled applications, OPC enabled products or OPC related projects (“Licensee Products”). Multiple copies of the Software may exist on more than one computer, as long as the use of the Software is by the same Licensee. This may include one automatic build machine that runs a single instance of the Software, as long as the Licensee is the responsible entity for the build machine.

B. Restrictions

The Software shall NOT be available to or used by anybody without their own express license for the use of the Software. However, Licensee may share with the public (a) the results associated with use of the Software with the Licensee’s Products, and (b) the configuration setting defined for a Software-related project, provided that Licensee shall not state or imply that the results or setting constitute formal compliance, conformance or certification of such Licensee Products.

Licensee may NOT:

• work around any technical limitations in the Software;
• reverse engineer, decompile or disassemble the Software, except and only to the extent that applicable law expressly permits, despite this limitation;
• make more copies of the Software than specified in this Agreement or to the extent expressly allowed by applicable law, despite this limitation;
• disclose, distribute or otherwise publish the Software to any third-party for any purpose;
• rent, lease or lend the Software;
• make the Software available as a service for others; or
• use the Software in connection with any third-party products or services, except Licensee may perform internal testing of its products in connection with third party products.

The license being granted specifically disallows the use of the Software for any kind of certification efforts.

Licensee is granted a limited right of use the Software to the extent to which it is absolutely necessary for the Purpose. None of OPC Foundation’s copyright, intellectual property or any other rights to or in the Software shall be impacted or otherwise exhausted by this Agreement. The Software is confidential information of OPC Foundation and Licensee will maintain the confidentiality of the Software with at least the same degree of care that it uses to protect its own confidential and proprietary information.

Licensee will ensure that only Licensee has access to the computer(s) where the Software is installed and prevent unauthorized access and use of the Software.

The restrictions described in this section are material obligations of Licensee and any breach of such restrictions will be considered material breaches of the Agreement.

Any unauthorized use of the Software may violate copyright laws, trademark laws, and communications regulations and statutes.

C. Termination

OPC Foundation may terminate this Agreement upon written notice to the Licensee if Licensee breaches any term of this Agreement and such breach: (i) is incapable of cure; or (ii) remains uncured 30 days after notice of such breach. Upon termination all rights, licenses and authorizations granted to Licensee under this Agreement will immediately terminate and Licensee will immediately cease all use of and other activities with respect to the Software.

D. Changes & Warranty and Liability Disclaimers

The main purpose of the Software is testing and validation of the compliance of OPC Foundation applications to the corresponding OPC Specification. As a result of changing specifications, the Software may be changed at any point in time. The Software tests specific elements of the OPC Foundation specifications. The Software is regularly enhanced to address additional elements. It is not assured that the Software covers the complete UA specification. This Agreement does not grant any rights to any new version of, or separate add on to, the Software, nor does OPC Foundation make any guarantee of backwards or forwards compatibility of any version of, or add-on to, the Software.

THE SOFTWARE IS LICENSED “AS-IS.” LICENSEE BEARS THE RISK OF USING THE SOFTWARE. THE OPC FOUNDATION MAKES NO WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, WITH REGARD TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF TITLE OR OWNERSHIP, IMPLIED WARRANTY OF MERCHANTABILITY, OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE.YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, THE OPC FOUNDATION EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT SHALL THE OPC FOUNDATION BE LIABLE FOR ERRORS CONTAINED IN THE SOFTWARE OR FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY ANY USER OR ANY THIRD PARTY IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OR USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE USING THE SOFTWARE IS BORNE BY YOU, THE LICENSEE.

E. Compliance and Certification

The OPC Foundation shall at all times be the sole entity that may perform OPC specification (including OPC UA) certification testing and that may authorize developers, suppliers and sellers of hardware and software to use certification marks, trademarks or other special designations to indicate compliance with OPC Foundation specifications. Products developed using the Software may claim compliance or conformance with the Software if and only if OPC Foundation determines that the product(s) satisfactorily meet the certification requirements under the OPC Foundation Certification Program. Products that do not meet these requirements may claim only that the product was tested with the Software and must not claim compliance or conformance with OPC Foundation specifications. The OPC Foundation reserves the right to arbitrarily change the rules for certification in its sole discretion. Use of all certification marks, trademarks and other special designations to indicate compliance to be OPC Foundation-certified must have written approval from the OPC Foundation.

F. Trademarks and Logos

This Agreement does not authorize the Licensee use any OPC Foundation name, trademark or logo.

G. Indemnification

Licensee will indemnify, defend and hold harmless OPC Foundation and its officers, directors, employees, agents, subcontractors, successors and assigns from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) relating to Licensee’s breach of this Agreement or relating to gross negligence, abuse, misapplication, misuse or more culpable act or omission by or on behalf of Licensee with respect to the Software or otherwise in connection with this Agreement.

H. Governing Law

This Agreement will be governed by and construed under the law of the State of Arizona, USA, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdictions.