Download the PDF version of the End User License Agreement

This End User License Agreement (“EULA”) applies to the Niagara Framework software, including version 4.13 and later, and any Niagara software licenses, updates or renewals issued after the date of this EULA. For any versions of Niagara Framework software licensed prior to this EULA date, the End User License Agreement accepted or in place at the time of purchase will continue to apply until the purchase, access, use or receipt of a new or subsequent Niagara Framework version, release or update.  

Use the links to jump to a section:

1. EULA
2. LICENSE GRANT
3. ACCEPTABLE USE; SECURITY
4. SUPPORT; END USER ENVIRONMENT
5. FEES
6. IP AND CONFIDENTIALITY 
7. THIRD-PARTY LICENSES
8. WARRANTIES AND LIMITATIONS
9. ASSURANCES BY YOU
10. HIGH RISK APPLICATIONS; CONAINERIZED SOFTWARE
11. INDEMNIFICATION
12. TERMINATION
13. TRADEMARKS
14. COMPLIANCE
15. EQUITABLE RELIEF
16. GOVERNING LAW; CHOICE OF VENUE
17. MISCELLANEOUS GENERAL TERMS

End User License Agreement

1.  EULA.

Tridium, Inc. (“Tridium”) has developed a standardized architecture and related software for interconnecting devices and controllers under the name “Niagara Framework™”, and these software elements together with printed and/or online documentation furnished by Tridium, whether acquired by You as software or embedded in hardware, collectively constitute the “Licensed Software” and are licensed under this EULA. The Licensed Software, whether acquired directly, through channel, or embedded in hardware, for which you have contracted and are licensed is identified in a print or electronic document that may be identified as a “proposal”, “order”, “agreement” or other similar name (“Order”). Orders identify contracting entities, pricing and related provisions and may reference or link to supplemental terms, agreements, or policies, and references to Order includes such documents. The Order together with the Tridium Price List (including any additional Price List terms) and this EULA form a single contract for the Licensed Software (the “Agreement”). Tridium provides a limited license of the Licensed Software to you in accordance with the terms of the Agreement.  “You” or “Your” (whether or not capitalized) means collectively the individual and/or entity(ies) that purchase, access or use the Licensed Software.

PLEASE READ THE TERMS AND CONDITIONS OF THE AGREEMENT CAREFULLY BEFORE ACCEPTING. BY ACCEPTING THIS AGREEMENT THROUGH THE TECHNOLOGY PROVIDED BY TRIDIUM OR BY PURCHASING, ACCESSING, INSTALLING, CONFIGURING, OPERATING OR USING THE LICENSED SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE PURCHASING, ACCESSING, INSTALLING, CONFIGURING, OPERATING OR USING THE LICENSED SOFTWARE ON BEHALF OF, OR FOR THE BENEFIT OF, AN END USER, BY ACCEPTING THIS AGREEMENT THROUGH THE TECHNOLOGY PROVIDED BY TRIDIUM OR BY ENGAGING IN ANY OF THE ACTIONS NOTED ABOVE WITH RESPECT TO THE LICENSED SOFTWARE, YOU ALSO REPRESENT THAT YOU ARE EXPRESSLY AUTHORIZED BY THE END USER TO ACCEPT THE TERMS OF THE AGREEMENT FOR THE END USER.  IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT, OR IF YOU ARE NOT EXPRESSLY AUTHORIZED BY THE END USER TO ACCEPT THE TERMS OF THE AGREEMENT FOR THE END USER, THEN UTILIZE THE TECHNOLOGY PROVIDED BY TRIDIUM TO INDICATE YOU DO NOT AGREE AND IMMEDIATELY DISCONTINUE ANY INSTALLATION PROCESS OR ACCESS AND DO NOT USE THE LICENSED SOFTWARE. 

2.  LICENSE GRANT.

2.1.  Licensed Software.  Subject to payment by you, or on your behalf by an authorized third party, of the fees set out in an Order or Price List, and your strict compliance with the terms and conditions of the Agreement, Tridium grants you a restricted, limited, nontransferable, nonexclusive license, without right of sublicense, to install, configure, use and execute the Licensed Software, including any updates, upgrades, error corrections, changes or revisions to the same provided by Tridium pursuant to an active software maintenance agreement purchased or obtained with a subscription (if available), by you or on your behalf, on the single computer, server or embedded device identified by serial number or other Tridium authorized means during the installation process (the "Designated System") and to use the related documentation for such Licensed Software (the “Documentation”), in each case solely for your internal business purposes and solely in accordance with the number of authorized users and any other limitation on scope of use identified by Tridium (the “Use Rights”). Unless provided otherwise by Tridium, you may transfer and use the Licensed Software on your new Designated System you own or lease if, and only for so long as, the old Designated System is (i) inoperative or (ii) unavailable due to regularly scheduled maintenance, upon issuance by Tridium of a backup license key; provided, however, to the extent that the Licensed Software contracted from Tridium is delivered in a containerized or other portability mechanism, you may transfer and use such Licensed Software in other identified and authorized End User Environments (as defined below) controlled and maintained by you using the license key issued to you by Tridium, so long as you do not transfer or disclose such Licensed Software or license key to any third party and you at all times comply with the restrictions set forth in this EULA, including Section 3.1 below. The Licensed Software license granted is effective on the earlier of (a) the date when your license Order transaction is completed or (b) the date you first accept this Agreement (which may be through your access or use the Licensed Software), and continues for the duration specified in an Order pursuant to the Price List.

2.2.   No Other Rights Granted. Apart from the license expressly granted herein, no license or other right is granted by Tridium under the Agreement, either directly or by implication, estoppel, or otherwise (including, but not limited to, the right to prepare derivative works). You shall have no right or access to the source code of the Licensed Software other than the source code, if any, released by Tridium for certain application program interfaces that are included with the Licensed Software. If any source code is made available to you with the Licensed Software, it is provided solely as a reference and subject to all of the limitations of Section 3 below, and may not be modified by you in any way. Your use of the Commercial Features of any Oracle product included in the Licensed Software requires a separate license from Oracle.  “Commercial Features” means those features identified in Table 1-1 (Commercial Features in Java SE Product Editions) of the program documentation accessible at http://www.oracle.com/technetwork/java/javase/terms/products/index.html.

2.3.  Third-Party Use. Without Tridium’s prior written consent, you shall not permit third parties to use the Licensed Software, except for Affiliates and service providers (including data center or cloud providers) that you permit to access the Licensed Software solely for the purpose of providing services to you for your Use Rights and provided that you bind such third parties to the Agreement and are responsible for their compliance with it, any breach by them and their acts and omissions. As used herein, “Affiliate” means any entity that controls, is controlled by, or is under common control with, another entity. An entity “controls” another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or managing authority or otherwise direct the affairs or management of the entity.

2.4.   Security Assessments.  In the event you wish to conduct penetration testing or a vulnerability assessment on the Licensed Software, you shall (i) provide Tridium a reasonable opportunity to participate in such testing, and (ii) provide Tridium with the results of such test, and a copy of any report or record made of the results of such test, promptly upon completion of the testing, whether or not Tridium elects to participate in the testing.  You shall promptly notify and advise Tridium of any security vulnerability of the Licensed Software that you discover or suspect. You may not conduct any test that decompiles any portion of the Licensed Software, whether firmware or in other form, into binary code, or otherwise exposes the binary code of any part of the Licensed Software. You acknowledge that if you conduct any penetration testing or vulnerability assessment on the Licensed Software without first installing the most recent security update issued by Tridium, (i) any vulnerability to a security breach you may discover cannot be attributed to any failure on the part of Tridium, and (ii) any statement to a third party indicating that the Licensed Software has such a vulnerability may be a false statement for which you could be legally liable to Tridium.

3.  ACCEPTABLE USE; SECURITY.

3.1.  Acceptable Use. You may not without Tridium’s prior written consent: (a) copy (except for authorized backup purposes), modify, decompile, disassemble, decrypt, extract, reverse engineer, sublicense, rent, lease, loan, timeshare, use in the operation of a service bureau, sell, distribute, disclose, publish, assign, grant a security interest in, encumber or transfer in any manner the Licensed Software, any part thereof or any license rights (except that you may provide remote access to the Licensed Software to your customers to the extent necessary for them to view information or perform functions as part of a service you provide to them); (b) insert, delete, or replace, any end user license agreement, READMELICENSES file, baja.jar file, nre.jar file, or any file with a ".license" extension ("license file") in the Licensed Software, except that you may insert your own end user license agreement in the format permitted by Tridium for authorized applications, applets, software or physical products developed by you for integration with the Licensed Software, (c) insert any files except that you may insert modules purchased from Tridium or an authorized Tridium reseller or created with a copy of the Niagara Framework software licensed from Tridium if such modules do not interfere in any way with the function of the Licensed Software or with any restrictions on use of the Licensed Software established by any license file; (d) modify, change, prepare derivative works of, or otherwise alter, any binary code files or any end user license agreement, READMELICENSES file, or any license file included with the Licensed Software, including in particular, but without limitation, changing the behavior of any classes or subpackages; (e) create any classes, interfaces, or subpackages that are in any way identified as "java," "javax," "Sun," "com.tridium" or "javax.baja" or similar convention as specified by Oracle in any naming convention designation; (f) change the behavior of, or modify, any application programming interface, whether by changing behavior of classes, by creating additional classes within any interface or otherwise causing the addition to or modification of the classes in an interface, (g) incorporate any code included with the Licensed Software or any documentation in any product created by you using the Licensed Software; (h) create, or permit to be used with the Licensed Software, any device integration into the Licensed Software that does not integrate through the driver framework of the Licensed Software; (i) use the Licensed Software for any purpose other than for the Use Rights; (j) create derivative or merged works of the Licensed Software or separate the component parts of the Licensed Software; (k) input, upload, transmit or otherwise provide to or through the Licensed Software, any unlawful, injurious or malicious information, materials or code; (l) alter or remove any proprietary rights notices or legends on or in the Licensed Software; (m) use Tridium’s trademarks, service mark, logos; (n) access or use or allow direct or indirect access or use of the Licensed Software for development, provision or use of a competing software service or product; (o) disclose any source code of which you become aware; (p) disclose keys required to use the Licensed Software to any third party, except as explicitly provided for herein, or circumvent any license management, security devices, access logs, or other software protection measures or modify, tamper with, reverse engineer, reverse compile or disassemble keys; or (q) use any AI Tools in connection with the Licensed Software in a manner that would violate any of the restrictions in this Agreement, including by incorporating any aspect or software element of the Licensed Software in any input or prompt to a AI Tool that would be in violation of the Acceptable Use limitations. “AI Tool” means any software, technology (including any algorithms and models), tool or service (including any online or cloud-based service) that is capable of generating text, images, sounds, videos, software code, or any other material, information or content in response to input prompts.  Upon use of a new software key, you will not use the old key. You will not allow, enable, assist, or engage in, or grant any third party, solution or system the right to allow, enable, assist, or engage, in any of the foregoing limitations or in any other limitation under this Agreement. Any violation of the restrictions set forth in this EULA shall constitute a breach of your Use Rights under this Agreement. There may be measures in the Licensed Software to prevent unlicensed, unauthorized or illegal use of the Licensed Software.

3.2.   Maintaining Security. YOU ACKNOWLEDGE AND AGREE THAT MAINTAINING THE HIGHEST LEVEL OF PROTECTION AVAILABLE FROM TRIDIUM AGAINST UNAUTHORIZED ACCESS TO THE LICENSED SOFTWARE BY A THIRD PARTY REQUIRES PROMPT INSTALLATION OF ALL SECURITY UPDATES ISSUED BY TRIDIUM, AND THAT YOUR FAILURE TO DO SO MAY LEAVE THE LICENSED SOFTWARE AND DATA AND DEVICES CONNECTED THROUGH THE LICENSED SOFTWARE EXPOSED TO SUCH ACCESS, AND YOU WILL BE FULLY RESPONSIBLE AND LIABLE FOR ANY AND ALL LOSSES AND DAMAGES RESULTING FROM SUCH FAILURE.

4.  SUPPORT; END USER ENVIRONMENT.

4.1.  Support. Tridium shall have no obligation to provide technical support to you except as provided in a separate agreement signed by Tridium. You are responsible for selection of the Licensed Software and security, proper installation and use, including verifying the results obtained from use and taking appropriate measures to prevent loss or theft of data. Tridium is not responsible or liable for (a) any injury or damage to any persons or property resulting from your licensed use of the Licensed Software, or (b) any problems, unavailability, delay or security incidents arising from or related to: (i) conditions or events reasonably outside of Tridium’s control; (ii) cyberattack; (iii) the public internet and communications networks; (iv) data, software, hardware, services, telecommunications, infrastructure or networking equipment not provided by Tridium; (v) acts or omissions of third parties you retain; (vi) your and users’ negligence or failure to use the latest version or follow published documentation; (vii) modifications or alterations not made by Tridium; (viii) loss or corruption of data; (ix) unauthorized access via your credentials; or (x) your failure to use commercially reasonable administrative, physical and technical safeguards to protect your systems or data or follow industry-standard security practices.

4.2.  End User Environment for Containerized or Portable Licensed Software. Subject to the terms and conditions of the Agreement in place with Tridium, and provided that the specific Licensed Software for which you have contracted is delivered in a containerized or other portability mechanism, you may be permitted to deploy the Licensed Software in the End User Environment. As used herein, “End User Environment” means a cloud service or on-premise data center hosted by you or a third party or other embedded deployment on your proprietary device or server or on a third-party commercial device or server. The End User Environment is not part of the Licensed Software and it is not part of the scope of this Agreement. Tridium is not deploying or hosting the Licensed Software instance in the End User Environment. You understand and agree that: (a) the End User Environment, performance related to the End User Environment, and problems or issues related to data, security and systems, including data in and from your environment and systems, are all your responsibility and liability; (b) you are solely responsible and liable for the deployment and hosting of the Licensed Software instance in the End User Environment, including any required set up, maintenance, installation, integration and/or configuration in connection therewith; (c) you are responsible for testing and compatibility of the Licensed Software in the End User Environment, the connectivity required to use the Licensed Software instance and for maintaining equipment, security and infrastructure, including the End User Environment, in which the Licensed Software is deployed; (d) for Licensed Software deployed within the End User Environment, you will provide adequate connectivity to allow access to your data sources, configurations, certificates, opening ports and/or otherwise updating firewall rules to enable operability of the Licensed Software instance; (e) you will provide any necessary support to ensure that any periodic updates to the Licensed Software that Tridium may provide pursuant to an active software maintenance agreement purchased or obtained with a subscription by you or on your behalf operate within the End User Environment; (f) you are responsible for timely scaling up or down the End User Environment and shall monitor the Licensed Software instance and regularly review proactive scale-up requirements of the End User Environment; (g) you will implement commercially reasonable and customary administrative, physical and technical safeguards in the End User Environment to protect the Licensed Software and follow industry-standard security practices including, without limitation, to protect against the introduction of any computer virus; and (h) you will immediately notify Tridium of any breaches of security or other issues in the End User Environment that may impact the Licensed Software. You further acknowledge and agree that: (i) Tridium is not responsible or liable for any injury, claim, loss or damage to any persons or property resulting from the End User Environment or with other third-party components; (ii) Tridium is not responsible or liable for the integrity, availability, or quality of data provided by third-party systems or software; (iii) Tridium does not provide support for or guarantee interoperability with third-party systems, property or software that are not provided by Tridium; and (iv) Tridium does not provide any warranties and has no indemnification obligations for any claim arising from the End User Environment. Upon Tridium’s request, prior to deployment of the Licensed Software instance and continuing thereafter, at least on an annual basis for the term of the Agreement, you will certify in writing that Tridium’s requirements have been met in each End User Environment or instance of the Licensed Software, as the case may be, including secure internet connection and compliance with Tridium’s implementation documents and requirements. In addition to the indemnification obligations under Section 11 below, you will, at your cost and expense, defend, indemnify, and hold harmless Tridium, its Affiliates and subcontractors from and against all losses, claims, fees, damages, awards, suits and other causes of action arising out of claims by third parties (i) that relate, directly or indirectly, to your End User Environment, and/or (ii) that your intellectual property, including any intellectual property you use with the End User Environment, infringe, violate or misappropriate their copyright, patent or trademark.

5.  FEES.

Fees and payment terms are as stated in the Price List, the Order and any master agreement you have in place with Tridium. The license fees paid by or for you to Tridium are paid in consideration of the licenses granted under this Agreement and are nonrefundable.

6.   IP AND CONFIDENTIALITY.

6.1.   IP. All right, title and interest, including all intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets and know-how), and moral rights (including rights of authorship and modification) throughout the world (“IPR”) in and to the Licensed Software (and any portions thereof), the Documentation and all of their derivative works, modifications and improvements, are retained by Tridium or its licensors and are Tridium’s confidential information. The operation and performance of the Licensed Software (including results of evaluation or trial) are Tridium’s confidential information. You shall not have any right, title, or interest to the Licensed Software except as expressly provided in this Agreement, and further shall secure and protect the Licensed Software consistent with maintenance of Tridium's proprietary rights therein. You agree that you shall not contest or challenge, or take any action inconsistent with or that may damage or impair, (a) the ownership or intellectual property rights of Tridium, and (b) the ownership or intellectual property rights of Tridium's licensors. You shall not use the Licensed Software except as is expressly authorized in this Agreement. To the extent that you provide any suggestions, comments or feedback regarding the Licensed Software, you hereby assign to Tridium all right, title and interest in and to the same without restriction. You and your users shall not remove, modify or obscure any IPR notices on the Licensed Software or Documentation.

6.2.  Confidentiality. You acknowledge that the Licensed Software contains valuable trade secrets of Tridium, and you agree to maintain the confidentiality of the Licensed Software using at least the same degree of care, but no less than reasonable care, you use with your own confidential information. You further agree that any vulnerability of the Licensed Software to a security breach, and any information learned by you as a result of any investigation of the same, having been derived from the Licensed Software, is the confidential information of Tridium and that you will maintain the confidentiality of such information using at least the same degree of care, but no less than reasonable care, you use with your own confidential information. The trade secrets included in the Licensed Software shall not be deemed to be public merely because individual parts of them are in the public domain.

6.3.  Protection of Your Data Stored on JACE.  Your data stored on a JACE control engine by means of this Licensed Software is protected by a password created by you or your designated contractor.  In the event the password is lost, upon the written request of a person Tridium believes to be the then current owner of the JACE and an authorized Tridium reseller, Tridium may provide to them a means of resetting the identity of the administrator for the Licensed Software on the JACE, provided they had authorized physical access to the JACE. You agree that Tridium may do so and hereby WAIVE ANY CLAIM OR ACTION YOU MAY HAVE RELATED TO OR ARISING FROM TRIDIUM'S DOING SO.

7.  THIRD PARTY LICENSES.

Tridium may use open source software (“OSS”) and to the extent required by the licenses covering OSS, the terms of such licenses will apply to OSS in lieu of the licensing terms set forth in the Agreement. If required by Tridium’s written contract with them, certain of Tridium’s licensors are third party beneficiaries of the Agreement. Additional copyright notices and license terms applicable to portions of the Licensed Software are set forth in the readmeLicenses.txt file provided with the Licensed Software. In addition to any terms and conditions of any third-party license identified in the readmeLicenses.txt file, the disclaimer of warranty and limitation of liability provisions contained below in Section 8 of this Agreement shall apply to all third-party code contained in the Licensed Software.

8.  WARRANTIES AND LIMITATIONS.

8.1.  Disclaimer of Software Warranty. TRIDIUM LICENSES THE LICENSED SOFTWARE "AS IS," WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TRIDIUM SPECIFICALLY DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE. TRIDIUM IS NOT RESPONSIBLE OR LIABLE FOR THE USE OR OUTPUT OF ANY LICENSED SOFTWARE BY YOU OR ANY USER. TRIDIUM DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL OBTAIN ANY RESULTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRIDIUM, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY.

8.2.  No Reliance.  You hereby acknowledge that you have not relied on future availability of any programs or services in making any payment or entering into any payment obligation related to the Licensed Software.

8.3.  Limitation of Liability. NEITHER TRIDIUM NOR ANY OF ITS LICENSORS, OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, STATUTORY OR PUNITIVE DAMAGES OR PENALTIES, NOR FOR LOST PROFITS, REVENUES, GOODWILL, LOST BUSINESS, LOSS OF USE, PERSONAL INJURY, LOST OR CORRUPTED DATA, UNAUTHORIZED ACCESS TO, OR USE, MISUSE, OR MISAPPROPRIATION OF DATA BY A THIRD PARTY OR ANY OTHER SECURITY BREACH, BUSINESS INTERRUPTION, OR THE LIKE, HOWEVER IT ARISES, WHETHER FOR BREACH, INDEMNITY, WARRANTY, OPERATION OF LAW, IN TORT, OR OTHERWISE, EVEN IF TRIDIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4.  Limitation of Remedies. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, TRIDIUM'S TOTAL CUMULATIVE AND AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE LICENSED SOFTWARE TO YOU WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE GREATER OF: (a) THE TOTAL AMOUNTS PAID TO TRIDIUM BY YOU FOR THE SOFTWARE THAT GAVE RISE TO THE LIABILITY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (b) $50,000. ALL CLAIMS WILL BE AGGREGATED AND MULTIPLE CLAIMS WILL NOT ENLARGE THE FOREGOING LIMIT. THE LIMITATIONS IN THIS SECTION 8, INCLUDING SECTIONS 8.3 AND 8.4, APPLY TO ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR IN RELATION TO THIS AGREEMENT REGARDLESS OF FORM.

8.5.  Additional Disclaimers. IN THE EVENT THAT (I) the licensed software is licensed on a subscription basis AND ANY SUBSCRIPTION FEES ARE NOT PAID WHEN DUE, (II) the licensed software FAILS to synchronize with the niagara license entitlement server due to ANY extraneous circumstance, including, without limitation, a LOSS OF POWER OR A loss of internet access, or (iii) ANY ACTION OR INACTION BY you INTERFERES WITH A LICENSE SOFTWARE INSTANCE IN AN AUTHORIZED END USER ENVIRONMENT, THEN, IN EACH CASE OF (I), (II), AND (III), THE licensed software WILL CEASE TO OPERATE OR FUNCTION and data since YOUR last station backup will be lost (EACH A “CESSATION OF OPERATION”).  IN NO EVENT ARE Tridium, ITS AFFILIATES OR LICENSORS liable for any LOSSES, DAMAGES, CLAIMS OR INJURIES FROM any cessation of operation. yoU ACKNOWLEDGE AND AGREE THAT YOU ARE soleLY and exclusiveLY liabLE for any AND ALL losses, damages, CLAIMS AND INJURIES that may result from any cessation of operation, INCLUDING, WITHOUT LIMITATION, any loss or breach of security and any loss of data.

9.  ASSURANCES BY YOU.

There can be no assurances whatsoever that control systems such as the Licensed Software will protect any individual or his or her property from harm. Appropriate safety precautions must always be taken when operating or maintaining equipment connected to the Licensed Software, including without limitation the security protocols described here: https://www.niagara-community.com/articles/Developer_Document/Security-Central and/or available upon request sent to support@tridium.com. Tridium assumes no responsibility or liability for any injury or damage to any persons or property resulting from the use by you of the Licensed Software. Further, you represent and warrant that you will take appropriate precautions, establish appropriate procedures and post appropriate notices to ensure that persons and property are not harmed in the event of an error, malfunction or unexpected operation of the Tridium Licensed Software or products.

10.  HIGH RISK APPLICATIONS; CONTAINERIZED SOFTWARE.

10.1.  High-Risk Applications. Unless Tridium has provided its express written consent for each component of the Licensed Software, you will make reasonable business efforts to ensure that it is not used in any application in which the failure of the Licensed Software could lead to death, personal injury or severe physical or property damage, including, without limitation, environmental damage (collectively, "High-Risk Applications"), including but not limited to the operation of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air traffic control, weapon systems and direct life support machines. Tridium expressly disclaims any express or implied warranty or condition of fitness for High-Risk Applications.

10.2.  Containerized Software. To the extent that the Licensed Software contracted by you from Tridium is delivered in a containerized mechanism, you acknowledge and agree that: (a) such Licensed Software is not designed or intended to be deployed or used as mission-critical infrastructure software, and thus (i) you assume the risk if you deploy or use the Licensed Software instance for such purpose, (ii) you will take all appropriate precautions, including, without limitation, implementing appropriate protocols, in connection with your deployment and use of the Licensed Software instance, (iii) you are solely responsible and liable for any injury, loss or damage to any person or property resulting from deployment and use of the Licensed Software instance, and (iv) Tridium assumes no responsibility or liability for any injury, loss, claim or damage to any person or property resulting from deployment or your licensed use of the Licensed Software instance; (b) deployment of such Licensed Software instance, particularly at scale, requires a specialized skillset typically used in data center and software development operations, and you represent and warrant that you possess, and shall use specialized information technology professionals on staff that possess, such specialized skillset required for deployment of the Licensed Software instance; and (c) such Licensed Software instance does not include a user interface to interact with any of the Niagara Framework’s core applications, and you must license and run Niagara Workbench on an additional personal computer for set-up.

11.  INDEMNIFICATION.

You shall indemnify and hold harmless Tridium from and against all losses, claims, damages and other causes of any nature or kind whatsoever (including reasonable attorney's fees) arising directly or indirectly out of third party claims concerning (i) a breach of any of your obligations, covenants, representations or warranties contained herein; (ii) your selection of, transactions and/or agreements with any party that is an authorized Tridium reseller or distributor, original equipment manufacturer, systems integrator or trainer, or any other third party; (iii) any product developed by you using the Licensed Software; (iv) any combination of the Licensed Software, or any component of it, with any product developed by you using the Licensed Software or with any other product, equipment, device, software, system or data not supplied by Tridium, and (v) the negligence or intentional misconduct of you or your officers, employees, agents or contractors. You agree not to interpose any cross-claim, third party claim or similar claim against Tridium based on a claim, suit, action or proceeding threatened or commenced against you related to the Licensed Software and arising out of any matter other than a matter, if any, for which Tridium has agreed to indemnify you under a separate agreement signed by Tridium.

12.  TERMINATION.

Tridium may terminate immediately upon notice if you breach your obligations, including your Use Rights, engage in conduct that infringes Tridium’s IPR or if you are insolvent, attempt to obtain protection from creditors or wind down operations. Upon termination or expiration, you must immediately stop use of Licensed Software and return, destroy or delete, as directed by Tridium, all copies of Licensed Software and associated keys and the license to the Licensed Software ends.

13.  TRADEMARKS. 

Under no circumstances may you use the "Powered by Niagara Framework" trademark, or any other trademark or service mark of Tridium, to identify goods or services provided by you except as expressly agreed to by Tridium in writing. You hereby acknowledge that Oracle owns the Java trademarks and all Java-related trademarks, logos and icons including the Coffee Cup and Duke ("Java Marks") and agree to (a) comply with the Java Trademark Guidelines at https://www.oracle.com/legal/trademarks.html, (b) not do anything harmful to or inconsistent with Oracle's rights in the Java Marks or with Tridium's rights in its trademarks, and (c) assist Oracle and Tridium, respectively, in protecting their trademark rights. Without limiting the foregoing, you hereby assign to Tridium any rights acquired by the end user in any Tridium trademark without restriction, and you hereby assign to Oracle any rights acquired by the end user in any Java Mark without restriction.

14.  COMPLIANCE.

You must comply with all laws and regulations applicable to your use of the Licensed Software including data privacy, localization, and anti-bribery laws. Your rights to use the Licensed Software is subject to such compliance. For purposes of FARs, DFARs and access by governmental authorities, the Licensed Software is “commercial computer software”, “commercial computer software documentation” and “restricted data” provided to you under “Limited Rights” and “Restricted Rights” and only as commercial end items. You represent use of the Licensed Software will comply with all sanctions laws administered by OFAC, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations (“Sanctions Laws”). You represent that you, your Affiliates or users are not: (i) named on a governmental denied party or restricted list, including but not limited to: the Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons (“SDN List”), the OFAC Sectoral Sanctions Identifications List (“SSI List”), and the sanctions list under other Sanctions Laws; (ii) organized under, ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC, (including, Cuba, Iran, North Korea, Syria, and the Crimea region); or (iii) owned or controlled, directly or indirectly, 50% or more in the aggregate, by one or more individuals described in (i) or (ii) (collectively, “Sanctioned Persons”). You will not permit Sanctioned Persons to use, to access, or benefit from the Licensed Software, and you will not export, re-export, or otherwise transfer the Licensed Software for any purpose prohibited by Sanctions Laws. You will not submit to the Licensed Software any data subject to the U.S. International Traffic in Arms Regulations or other Sanctions Laws. Your violation of this Section will be a material breach. You agree to notify Tridium immediately, in writing, of actual or reasonably suspected violations. Tridium may limit, suspend, or terminate the Licensed Software or take other actions reasonably necessary to comply with applicable law without liability. You agree to indemnify Tridium if Tridium becomes subject to liability as a result of your non-compliance with applicable law.

15.  EQUITABLE RELIEF.

You acknowledge that any breach of your obligations hereunder with respect to the Licensed Software or the confidential information of Tridium, including, without limitation, Section 6.1 and 6.2 above, will cause Tridium irreparable injury for which it has no adequate remedy at law.  You further agree that Tridium will be entitled to seek and obtain equitable relief, including preliminary injunctions and temporary restraining orders, to prevent any unauthorized use of the Licensed Software and confidential information, without posting of bond or other security, in addition to all other remedies available to it under this Agreement or other applicable law.

16.  GOVERNING LAW; CHOICE OF VENUE.

This Agreement and all rights and obligations hereunder shall be construed under and in accordance with the substantive laws of the Commonwealth of Virginia with respect to claims governed by state law and the laws of the United States with respect to claims arising under the laws of the United States, without regard to conflicts of laws principles and excluding the Convention on Contracts for the International Sale of Goods. Any action arising from or relating to this ELUA, or the conduct of the parties under this ELUA, shall be commenced and heard solely within a federal or state court of competent jurisdiction found within the boundaries of the United States District Court for the Eastern District of Virginia, Richmond Division, and Tridium and you each consent to personal jurisdiction and venue in any such court.

17.  MISCELLANEOUS GENERAL TERMS.

During the term of this Agreement and 24 months thereafter, Tridium or Tridium’s designee can, during normal business hours upon reasonable notice, access, inspect and audit, your compliance with the Agreement and you will furnish such information and access to personnel as Tridium may reasonably request. You may not assign or transfer this Agreement without Tridium’s prior written consent, except that you may assign this Agreement or your rights and obligations under this Agreement solely to a purchaser of the real property and/or hardware on which the software is installed, provided (i) you provide the purchaser with a copy of this Agreement and (ii) the purchaser agrees to comply with all of the terms and conditions of this Agreement. Tridium may assign this Agreement without your consent. Any descriptions of future product direction or intended updates (including new or improved features) are for informational purposes only and are not binding commitments on Tridium to deliver any material, code or functionality. The development and release of any such updates is at Tridium’s sole discretion, unless agreed upon otherwise in writing. Tridium reserves the right to charge additional fees for new or improved features or functionality. Notices must be provided in English and in writing to a party’s address (including electronic address) specified in the Order, and will be effective upon (i) three business days after sending it by reputable overnight courier; or (ii) except for notices of termination or a claim which must be sent by courier, three business days after sending it by email. Delays or failures in performance beyond a party’s reasonable control are excused (except failure to pay). Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches and waivers must be in writing. The parties are independent contractors of the other. The controlling version of the Agreement is the English language version. The Agreement is the entire agreement, superseding all prior or contemporaneous written and verbal agreements or proposals and cannot be modified except by written agreement. Conflicts among the Agreement will be resolved by giving precedence as follows: (a) any document or clause that states its precedence is before other terms of the Agreement for its subject matter; (b) EULA; (c) Price List and (d) Order. Customer purchase orders are identified only to authorize payment and are not a part of the Agreement or controlling. We may update the Agreement terms from time to time. Continued access or use of the Licensed Software constitutes your consent to any such updates or changes.