COMPOSER SOFTWARE END-USER LICENSE AGREEMENT

Watlow Electric and Manufacturing, Inc. © 1998-2014, All Rights Reserved.

Watlow Electric and Manufacturing, Inc. claims copyright in all accompanying software and documentation, and any copies, upgrades, or modifications related to its Composer Software Product: READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING WITH THE INSTALLATION OF THE PRODUCT. INSTALLING THE PRODUCT INDICATES THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, YOUR AGREEMENT TO BE BOUND BY ITS TERMS AND YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS AND CONDITIONS, CANCEL THE INSTALLATION PROCESS AND DELETE ANY AND ALL COMPOSER FILES.

1.	LICENSE GRANT.

a.	In this license agreement ("Agreement"), you, the purchaser of Watlow’s Composer Software Product and user of the license rights granted by this Agreement, are referred to as "Licensee" or "You." In accordance with the terms and conditions of this Agreement, Watlow Electric and Manufacturing, Inc. ("Licensor") grants to Licensee the non-exclusive license to use the accompanying software ("Software") and documentation ("Documentation") that You obtained from the Internet or on medium from Your supplier of Watlow’s Composer Software Product. In this Agreement, the Software, and Documentation and any copies, upgrades, or modifications are referred to as the "Product."

b.	All rights to and in the Product, including, but not limited to, copyrights, patents and trade secret rights, belong to Licensor and Licensor retains all of its right, title and interest in and to each copy of the Software, subject to Your right to use the Software as expressly granted to You under this Agreement. Licensee shall not modify the Product. Licensee may copy the Software for Your own back-up purposes provided that Licensor's title, copyright and other notices are reproduced and included with the copies.

c.	You agree not to use Licensor’s name, logo, trademarks or other intellectual property, without the express written consent of the Licensor.

2.	TERM: This Agreement is effective upon installation of the Product and shall continue until terminated in accordance with this Section 2. Licensee may terminate this Agreement by returning the Product to Licensor prior to its use. Licensor may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination of this Agreement for any reason, Licensee shall cease all use of the Product, uninstall the Product, and destroy all copies of the Product. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, damages, and/or Licensor's proprietary rights shall survive termination. Your failure to comply with the terms and conditions of this Agreement shall terminate Your license and this Agreement.


3.	TITLE TO PRODUCT AND CONFIDENTIALITY.

a.	The Product is proprietary to Licensor and title thereto remains with Licensor. The intellectual property rights in the Product, including but not limited to any modifications made at Licensee's request, shall remain the exclusive property of or vest in Licensor except as otherwise specified in this Agreement, even if Licensor does not file applications for patent, copyright, trademark, service mark, trade secret, mask work or other similar protection, as applicable, for any such rights.

b.	The Licensor claims copyright in the Product, including but not limited to the Software, which is delivered in object code only. Licensee shall not sell, transfer, publish, disclose, display or otherwise make available the Product or copies thereof to others, except for the sole purpose of redistributing the Product to customers of Licensee only who agree to abide by this Agreement.  Licensee may not disassemble, decompile, update, revise, reverse engineer or enhance the Product. Licensee agrees to secure and protect the Product in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to Product to satisfy its obligations hereunder. Violation of any provision of this Section 3 shall be the basis for immediate termination of this Agreement.

4.	LIMITED WARRANTY.

a.	If Product that is Software is provided to You on medium, including but not limited to on disc, the medium is warranted against functional defects found during a period of ninety (90) days from the date of commencement of this Agreement. Licensor's sole obligation and Licensee’s sole remedy shall be replacement of the defective medium with another medium containing the Product.

b.	Licensor does not warrant that the functions contained in the Product will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error-free. This warranty (i) does not extend to defects arising from changes made to the Software or the hardware with which it is intended to operate, (ii) will be rendered void by any evidence of tampering with the Product, and (iii) does not extend to any hardware components, subsystems peripherals, or other non-Licensor developed product whether or not supplied by Licensor. Any other software and any hardware furnished with or accompanying the Product is not warranted by Licensor, except as may be provided in Watlow’s terms and conditions of sale for any such software or hardware that is furnished by Watlow.

c.	EXCEPT AS PROVIDED IN SECTION 4(a) AND (b) ABOVE, THE PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WITHOUT ANY WARRANTY OF ANY KIND REGARDING DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR REGARDING THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE.

d.	WATLOW AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PRODUCT WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO 21 CFR PART 11.

5.	LIMITED LIABILITY: THE MAXIMUM LIABILITY, IF ANY, OF LICENSOR FOR ALL DIRECT DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND DAMAGES FOR INJURIES TO PERSON OR PROPERTY, WHETHER ARISING FROM LICENSOR'S BREACH OF THIS AGREEMENT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, OR OTHERWISE WITH RESPECT TO THE PRODUCT, OR ANY SERVICES IN CONNECTION WITH THE PRODUCT, IS LIMITED TO AN AMOUNT NOT TO EXCEED THEPRICE OF THE PARTICULAR PRODUCT. IN NO EVENT SHALL LICENSOR BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. THE RIGHT TO RECOVER DAMAGES WITHIN THE LIMITATIONS SPECIFIED IS LICENSEE'S EXCLUSIVE ALTERNATIVE REMEDY IN THE EVENT THAT ANY OTHER CONTRACT REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6.	USE: You agree not to use the Product for any illegal purpose or in violation of any applicable local, state, federal or international law.

7.	CONTENT: You are encouraged to archive Your content data regularly and frequently. Licensor is not responsible for any content data that may be lost or unrecoverable through use of the Product.

8.	COLLECTION AND USE OF NON-PERSONAL DATA.

a.	The Product may periodically transmit to Watlow non-personally identifiable information about Your computer system, usage of the Product and other products with which the Product is connected. Only non-personally identifiable information is provided to Watlow. Watlow will use this information to improve our products for our customers.

b.	You hereby give Watlow permission to combine information You enter or upload (in a way that does not identify You personally) with that of other users of the Product. By way of example, this means that Watlow may use that non-identifiable aggregated data to improve services, design promotions, or provide ways for You to compare business practices with other users.

c.	You agree that Watlow may use Your feedback, suggestions, or ideas in any way, including in future modifications of the Product, other products or services, advertising or marketing materials. You grant Watlow a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback You provide to Watlow in any way. Watlow will not sell, publish or share Your feedback in a way that could identify You without Your explicit permission.

d.	Watlow may tell You about other Watlow services. You may be offered other services, features, products, applications, online communities, or promotions provided by Watlow ("Watlow Products or Services"). If You decide to use any Watlow Products or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Watlow Products or Services You may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant Watlow permission to use information You provide about Your experience so that Watlow can provide the Watlow Products or Services to You, monitor and analyze Your use of the services, maintain and update Your data, and address errors or service interruptions. Watlow may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant Watlow permission to combine the data You have entered or uploaded with that of others in a way that does not identify You or any individual personally. You also grant Watlow permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.

9.	CHANGES TO THIS AGREEMENT OR THE SOFTWARE: Watlow may change this Agreement from time to time, and the changes will be effective when posted on our website for the Product or when Watlow notifies You by other means. Please review the Agreement periodically on the website for changes. Watlow have the right to change any of the terms of this Agreement upon reasonable notice to You. Watlow may also change or discontinue the Product, in whole or in part, including but not limited to, any feature or aspect of the Product, Internet-based services, pricing, technical support options, and other product-related policies. Your continued use of the Product after Watlow posts or otherwise notifies You of any changes, indicates Your agreement to the changes.

10.	U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND: The Product is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(i) and (2) of Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Watlow Electric and Manufacturing, Inc.

11.	IMPORT/EXPORT REGULATIONS: This Product is licensed by the United States Government under general license GTDU. The direct Product may not be disposed of in countries subject to or embargoed by the Foreign Asset Control Embargo Regulations. Prohibited end-users are those involved in the design, development, fabrications, storage of nuclear, chemical, biological weapons and missile technology; and those parties listed on the Table of Denial Orders and the Specially Designated Nationals List.

12.	LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

13.	GENERAL.

a.	Any attempt by the Licensee to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void. This Agreement shall be governed by and interpreted under the laws of the State of Missouri, United States of America, without regard to conflicts of law provisions.  All matters of controversy arising hereunder which cannot be resolved between the parties involved in said controversy shall be litigated in the U.S. District Court for the District of Missouri, and for said purpose all parties claiming under or in connection with this Agreement hereby submit to the jurisdiction of said Court.   No amendment of the terms of this Agreement shall be enforceable against Watlow, unless it is in writing and signed by a duly authorized representative of Watlow.

b.	THIS AGREEMENT ALONG WITH THE WATLOW’S TERMS AND CONDITIONS OF SALE FOR THE PRODUCT ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND THEY SUPERSEDE ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.  IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND WATLOW’S TERMS AND CONDITIONS OF SALE FOR THE PRODUCT, THIS AGREEMENT SHALL CONTROL.