PowerSource? Web Application End User License Agreement
THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (IF REGISTERING AS AN INDIVIDUAL) OR THE ENTITY YOU REPRESENT (IF REGISTERING AS A BUSINESS) ("YOU"), AND THE EATON CORPORATION ("EATON") STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF "PowerSource®" WEB APPLICATION AND ANY SERVICES PROVIDED ("SERVICES"). PLEASE READ THIS AGREEMENT CAREFULLY AS THESE PROVISIONS AFFECT YOUR RIGHTS AND LIABILITIES UNDER THE LAW AND SET OUT THE TERMS UNDER WHICH EATON MAKES THE LICENSED APPLICATION TO YOU. BY USING THE LICENSED APPLICATION, YOU ARE INDICATING THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE LICENSED APPLICATION.
Scope of License. Subject to the terms and conditions of this Agreement, Eaton hereby grants to you a limited, non-transferable, non-sub licensable, non-assignable and revocable license to use the Licensed Application solely for your own use. You acknowledge and agree that this Agreement is between you and Eaton. Eaton reserves all rights not expressly granted to you herein. All title and copyrights in and to the Licensed Application (including but not limited to any images, photographs, animations, video, audio, text, and "applets," incorporated into the Licensed Application), the accompanying printed materials, and any copies of the Licensed Application, are owned by Eaton.
Restrictions. This Agreement does not allow you to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, or any updates or upgrades, or any part thereof. Any attempt to do so is a violation of the rights of Eaton. If you breach these restrictions, you may be subject to prosecution and damages.
Proprietary Rights. Eaton owns all rights, title and interest in, and to, without limitation, all intellectual and proprietary rights of any and all featured products or parts, including, but not limited to, any models, data, or formulas exhibited in the Licensed Application, and, except for the limited license granted to you herein, nothing in this Agreement shall be construed to restrict, transfer, convey, encumber, alter, impair or otherwise adversely affect Eaton's ownership or proprietary rights therein or any other of Eaton's information, processes, methodologies, products, goods, services, or materials, tangible or intangible, in any form and in any medium. You may not copy, decompile, or reverse engineer any of the products featured in the Licensed Application.
Fees. Eaton may charge you fees for Services offered for use with the Licensed Application. You agree to pay all fees and charges, including applicable taxes, incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through the Licensed Application by Eaton (such fees, charges and taxes shall collectively be referred to as "Fees"). Eaton reserves the right to change the amount of, or basis for determining, any Fees, and to institute new Fees, effective upon prior notice to you.
No Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT OF THE LICENSED APPLICATION IS WITH YOU. TO THE MAXIMUM E XTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY OR IN CONNECTION WITH THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL BUGS AND FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND EATON AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION , ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF TITLE, AND OF NON-INFRINGEMENT OF THI RD PARTY RIGHTS. NEITHER EATON, NOR ANY OF ITS AFFILIATES, WARRANT THAT THE FUNCTIONS OR SERVICES CONTAINED IN, ACCESSED FROM, PERFORMED BY, DISPLAYED ON, LINKED TO/FROM, OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EATON, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESS ARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EATON OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TO RT OR OTHERWISE) AND EVEN IF EATON OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. You agree to indemnify, defend, and hold Eaton, its affiliates, and respective successors and assigns, officers, directors, employees, agents, licensors, 3 representatives, advertisers, service providers, an d suppliers harmless against any and all claims, demands, actions, losses, damages, costs and expenses (including reasonable attorneys' fees), arising out of or relating to your (a) breach or violation of this Agreement, (b) infringement, misappropriation or any violation of the rights of any other party, (c) violation or non-compliance with any applicable law, rule or regulation, and (d) use, alteration or export of the Licensed Application (or any component thereof) in violation of this Agreement. Eaton and its affiliates reserve the right to assume the exclusive defense and control of any claims or actions subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with Eaton and its affiliates upon request by Eaton.
Updates. Eaton may update or upgrade the Licensed Application at any time without notice to you. Certain functions of the Licensed Application may be modified or discontinued as a result of any such updates or upgrades. If Eaton elects to provide maintenance or support of any kind, Eaton may terminate that maintenance or support at any time without notice to you. The terms and conditions of this Agreement shall govern any upgrades or updates provided by Eaton that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by, or references, a separate license agreement in which case the terms of that license agreement shall govern.
Amendments. Eaton may change, add or remove any of the terms and conditions of this Agreement at its sole discretion at any time. Using the Licensed Application and/or any Services after such amendments are made to the Agreement is evidence that you agree to be bound by and comply with such changes, and Eaton shall treat your use as acceptance of the amendments.
No Guarantee of Continued Use or Availability. Eaton and its affiliates reserve the right to modify, update supplement, limit, discontinue, remove or disable access to the Licensed Application and/or any Services without notice to you and neither Eaton, nor its affiliates, shall be liable to you or any third party should it exercise such rights.
Cookies. Eaton may use "cookies" to improve the performance of the Licensed Application and enhance your user experience. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. For more information on cookies, please review Eaton's Privacy, Cookies and Data Protection Policy at http://www.eaton.com/Eaton/OurCompany/PrivacyPolicy/index.htm.
Registration. To use the Licensed Application, users must have a unique user name and password. Users shall ensure that their user name and password are not accessible by third parties. Users are liable for all transactions and other activities carried out under their user name and password. At the end of each online session, the user shall log-off from the Licensed Application. If and to the extent the user becomes aware that third parties are misusing its user name and password, the user shall notify Eaton immediately via writing or email.
User Information. During registration, users shall provide accurate information. Eaton cannot and will not be responsible for any problems or liability that may arise if you do not provide accurate, truthful and complete information. Please review Eaton's Privacy, Cookies and data protection policy at http://www.eaton.com/Eaton/OurCompany/PrivacyPolicy/index.htm
Viruses. While Eaton attempts to keep the Licensed Application free from viruses, Eaton cannot make any guarantee that it is virus-free. The user shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.
Termination of Suspension. This Agreement is effective for an unlimited duration unless and until terminated as set forth herein. Your rights under the license granted shall terminate automatically without notice from Eaton if you fail to comply with any terms or conditions of this Agreement. Upon termination of this Agreement, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, thereof. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination.
Severability. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision.
Governing Law and Interpretation. To the extent not prohibited by law, you agree that this Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of Ohio applicable to contracts wholly made and to be performed within the State of Ohio, and to irrevocably submit to the sole and exclusive jurisdiction of the courts of Ohio or the Federal courts of the Northern District of Ohio, and to irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that Ohio is an inconvenient forum. No failure or delay by Eaton or its affiliates to exercise any right or enforce any obligation shall impair or be construed as a waiver or ongoing waiver of that or any other right or power.
Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect
Non-Waiver. Eaton or its affiliates' failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
Agreement. This Agreement constitutes the entire agreement between you and Eaton regarding the use of the Licensed Application and supersedes any prior or contemporaneous understandings and agreements between you and Eaton related to its subject matter.
If you have any questions regarding this Agreement, you may contact Eaton at:
IP Law Group
1000 Eaton Boulevard
Mail Code 4N
Cleveland, OH 44122