Basic Documentation

I BT - ReadMe_OSS ,
Issue:31-Aug-16 Rev 1.0 - page 22/36
© Copyright 2016, Siemens Schweiz AG Working copy if printed
process is true, accurate, current and complete; and (c) Licensee will comply with the terms and conditions of this License
Agreement.
b) Disclaimer of OPC Foundation Warranty. Licensee acknowledges that the OPC Foundation has provided the OPC
Materials for informational purposes only in order to help You understand the relevant OPC specifications. THE OPC
MATERIALS ARE LICENSED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER, INCLUDING
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
OPC FOUNDATION AND ITS LICENSORS HEREBY DISCLAIM ANY DUTY OR COMMITMENT TO PROVIDE ANY FIX OR
CORRECTION TO ANY PROBLEM, BUG, DEFECT OR DEFICIENCY IN THE OPC MATERIALS. LICENSEE BEARS ALL
RISK RELATING TO QUALITY, DESIGN, USE AND PERFORMANCE OF THE OPC MATERIALS. OPC FOUNDATION AND
ITS LICENSORS DO NOT WARRANT THAT THE OPC MATERIALS WILL BE ERROR FREE, OR THAT ANY DEFECTS OR
ERRORS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED
WARRANTIES SO TO THE EXTENT THAT THEY ARE EXCLUSIONS OF IMPLIED WARRANTIES, THE ABOVE
EXCLUSIONS MAY NOT APPLY TO YOU.
4. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. NEITHER OPC FOUNDATION NOR ITS
LICENSORS SHALL BE LIABLE TO LICENSEE FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE AND SIMILAR DAMAGES (WHETHER FOR
LOSS OF PROFIT, LOSS OF BUSINESS, DEPLETION OF GOODWILL OR OTHERWISE), COSTS, EXPENSES OR OTHER
CLAIMS FOR CONSEQUENTIAL COMPENSATION WHATSOEVER (HOWSOEVER CAUSED) WHICH ARISE OUT OF OR
IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, TERMINATION OF THIS AGREEMENT,
EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. THIS LIMITATION OF LIABILITY PROVISION
CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND OPC FOUNDATION WOULD NOT LICENSE THE OPC
MATERIALS TO YOU WITHOUT SUCH LIMITATION. IF ANY LIABILITY IS IMPOSED ON OPC FOUNDATION OR ITS
LICENSORS, OPC FOUNDATION AND ITS LICENSORS' TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE
MEMBERSHIP FEES PAID TO OPC FOUNDATION BY LICENSEE OVER THE 12 MONTHS PRECEDING ANY CLAIM.
THESE LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY OF
THE EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT.
This limitation applies to anything related to the OPC Materials, services, content (including software code) on third party
Internet sites, or third party programs. The above limitation or exclusion may not apply to You because Your country may not
allow the exclusion or limitation of incidental, consequential or other damages.
5. DISPUTE RESOLUTION. Any controversy or claim arising out of or relating to this Agreement or the breach hereof shall
be settled as follows: Both parties shall for not more than 30 days first attempt in good faith to promptly resolve the dispute by
negotiations between their respective authorized representatives. If such dispute cannot be so resolved, either party may seek
final and binding arbitration (“Arbitration”) by a single arbitrator administered by the American Arbitration Association in
accordance with its International Arbitration Rules (the “Rules”) in force when the notice of Arbitration is submitted in
accordance with the Rules. Any Arbitration hearing shall be held in Cleveland, Ohio, United States of America in the English
language. Judgment on any such Arbitration award may be entered in any court of competent jurisdiction. The prevailing party
in any such Arbitration or related legal proceeding shall receive its reasonable attorneys’ fees and legal costs thereby incurred
in addition to any other relief that may be granted.
6. ASSIGNABILITY. This Agreement shall inure to the benefit of OPC Foundation, its successors and assigns, but will be
personal to Licensee, and shall be assignable by Licensee only with the prior written consent of OPC Foundation. Licensee
shall not mortgage, assign, sub-license, or otherwise encumber this Agreement without the prior written consent of OPC
Foundation. OPC Foundation shall be entitled to assign this Agreement to any third party with notice to Licensee.
7. TERM/TERMINATION
a) This Agreement and the license granted may be terminated, in whole or in part, by OPC Foundation upon the happening
of one or more of the following events: (i) if Licensee or Licensee’s company fails to maintain its Active Member status with
OPC Foundation; (ii) if Licensee materially breaches the terms of this Agreement; (iii) if Licensee’s company is adjudicated
bankrupt and a receiver or trustee is appointed for Licensee’s company or if an assignment is made for the benefit of creditors;
or (iv) if Licensee fails to notify OPC Foundation of any sale or transfer of ownership of, or any change in the legal status of
Licensee’s company that would in any way affect this license or OPC Foundation’s rights in the OPC Materials.
b) This Agreement shall automatically terminate upon the happening or one or more of the following events: (i) by
Licensee’s ceasing all use of the OPC Materials or (ii) by Licensee’s obtaining a superseding version of the OPC Materials and
accepting a superseding License Agreement thereto.
c) Upon the expiration or termination of this Agreement: (i) the license granted to Licensee in this Agreement shall expire
and Licensee, upon termination, shall discontinue all further use of the Software; (ii) Licensee shall immediately cease all use
of the OPC Materials; (iii) Licensee shall erase/delete any of the foregoing held by Licensee in electronic form; and (iv)
Licensee shall take such other actions as the OPC Foundation may reasonably request to ensure that no copies of the OPC
Materials licensed under this Agreement remain in its possession. Licensee shall certify to OPC Foundation in writing that
Licensee has complied with the requirements of this Section.
d) Sections 2, 3, 4, 5, 7 (c) and (d), 8 and 9 shall survive any termination of this Agreement.
8. EXPORT RESTRICTIONS. The Software should not be transferred or exported into any country or used in any manner
prohibited by applicable law. It is stipulated that the Software is subject to certain export control laws, rules, and/or regulations,
including without limitation, those of the United States. Licensee agrees to fully comply with all such export/import laws as are
set forth herein and any update made thereto from time to time. Licensee agrees to indemnify, defend, and hold OPC