END-USER LICENSE AGREEMENT FOR COMPLIMENTARY SOFTWARE

IMPORTANT - READ CAREFULLY:  This End-User License Agreement ("Agreement") is a legal contract between you ( "Licensee" or "you") and Rockwell Automation Inc. ("Licensor") for the software product entitled ControlFlash(tm) (the "Software") which is being provided by Licensor to Licensee on a complimentary basis in "AS IS" condition for Licensee's internal use.

BY CLICKING THE [ENTER] OR [ACCEPTED] ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE APPLICATION.

License Terms

1. License Grant.  Licensor hereby grants to you, and by accepting this Agreement in a manner described above, you accept, a nonexclusive license to use the Software, provided in machine-readable, object-code form, only as authorized in this Agreement.

Licensor further grants you the right to reproduce the Software solely for the purposes of your internal use of Software on computers owned, leased, or otherwise controlled by you.  Any copies of the Software or any related user documentation shall include Licensor's copyright and other proprietary notices.

You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this Agreement. You agree that you may not reverse assemble, reverse compile or otherwise translate the Software.

2. Licensor's Rights.  The Software and related user documentation are proprietary products of Licensor protected under U.S. copyright law. All right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor. This Agreement does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement.

3. License Fees.  The Software is provided without charge. Other fees are payable only as separately stipulated by Licensor and agreed to by you.

4. Term.  This Agreement is effective upon the earlier of your acceptance of this Agreement as described above, and shall continue until terminated.  You may terminate this Agreement at any time by returning the Software and all copies thereof and extracts therefrom to Licensor. Licensor may terminate this Agreement upon prior notice at any time. Upon such termination by Licensor, you agree to return to Licensor the Software and all copies and portions thereof.

5. No Warranties.  The Software is provided "AS IS," without any representation or warranty whatsoever.  LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Licensee assumes the entire risk of using the Software.  IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTIVE OF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

6. Governing Law.  This Agreement shall be construed and governed in accordance with the laws of the State of Wisconsin.

7. No Waiver.  The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
