TERMS AND CONDITIONS OF CODE CONVERSION SERVICES

Siemens code conversion services (the “Services”) and all converted PLC code and any related data, information and/or files generated as a result of the Services (collectively, the “Output”) are provided to your company (“Company”) free of charge.  They are intended to provide Company and its end customer (if applicable), as potential users of Siemens’ SIMATIC products and software, with general advice as to how certain tasks can be accomplished through the use of certain programming techniques.  The Services and the Output are not intended to address all aspects of the associated system, equipment or components or the related Siemens products and software, nor are they intended to replace or serve as a substitute for sound engineering and programming advice. Should further assistance be desired or should particular problems arise, please contact us and we will recommend a Certified Siemens Solution Partner to assist.

The Services and Output may only be used as permitted by law, including applicable export and re-export control laws and regulations. Siemens may suspend or stop providing the Services and/or Output if Company and/or its end customer (if applicable) does not comply with Siemens’ terms or policies or if Siemens is investigating suspected misconduct.

Siemens’ Privacy Policy at the hyperlink below explains Siemens privacy practices regarding the use and disclosure of personal data Company submits in connection with the Services.

Any completion date provided by Siemens is an estimate only.  Siemens shall not be responsible for the consequences of any delay in completing the Services or providing the Output.

Siemens grants to Company a nontransferable, non-assignable limited license to access and use the Output to enable Company to program Company’s equipment and components or, if applicable, its end customer’s equipment and components, to operate with Siemens SIMATIC products and software.  Such license is granted to Company solely for Company’s internal use. Any attempted sublicense, assignment or other transfer of the code, or copying, reverse engineering, modifying adapting, translating or preparing derivative works is not permitted. Company agrees to protect the converted code and all related information and documentation provided to Company as Siemens’ confidential information.  Notwithstanding the foregoing, if Company is utilizing the Services for the benefit of a third party (such as Company’s end customer), Siemens grants to Company a nontransferable, non-assignable right to transfer and sublicense the Output to its end customer solely for the end customer’s internal use to enable the end customer’s equipment and components to operate with Siemens SIMATIC products and software. 

By requesting the Services, Company confirms that it has all of the rights, permits, licenses and authority necessary to provide all relevant information and code to Siemens required for the provision of the Services.  Company agrees to indemnify, defend and hold harmless Siemens, its affiliates, and their directors, officers, employees, agents, representatives and assigns from and against all claims, suits, causes of action, losses, liabilities, liens, damages, assessments, costs, expenses, demands, complaints or actions (including but not limited to reasonable attorneys’ fees and court costs) arising from the Services and use of the Output, including but not limited to those related (i) death, personal injury, or property damage and (ii) misappropriation of any third party’s intellectual property rights.

THE SERVICES AND THE OUTPUT ARE PROVIDED ON AN "AS IS" BASIS. SIEMENS MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES AND OUTPUT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SIEMENS DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ERROR FREE.  SIEMENS WILL HAVE NO LIABILITY, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, IN CONNECTION WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO LIABILITY FOR (I) LOSS OF USE, REVENUE, SAVINGS, PROFIT, INTEREST, GOODWILL OR OPPORTUNITY; (II) COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE; (III) LOSS OF INFORMATION AND DATA; (IV) CLAIMS ARISING FROM COMPANY’S OR ITS END CUSTOMER’S (IF APPLICABLE) THIRD PARTY CONTRACTS; OR (V) ANY TYPE OF INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER LOSS OR COST OF A SIMILAR TYPE.  SIEMENS WILL ALSO HAVE NO LIABILITY FOR PROPERTY DAMAGE OR BODILY INJURY ARISING DIRECTLY OR INDIRECTLY FROM (I) ANY DEFECT IN THE SERVICES OR OUTPUT; OR (II) ANY NEGLIGENT ACT OR OMISSION OF SIEMENS OR ITS EMPLOYEES OR AGENTS. COMPANY EXPRESSLY ACCEPTS ANY RISKS AND OPERATIONAL DIFFICULTIES THAT MAY ARISE OUT OF THE USE OF THE SERVICES AND OUTPUT, RECOGNIZING THE BENEFITS COMPANY IS RECEIVING AS A RESULT OF SUCH SERVICES AND OUTPUT. THE EXCLUSIONS AND LIMITATIONS ABOVE WILL BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT ANY OR ALL REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE AND EVEN IF SIEMENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY EXTENDS TO SIEMENS’ AFFILIATES, PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, AGENTS AND SUCCESSORS AND ASSIGNS. 

IF COMPANY IS UTILIZING THE SERVICES FOR THE BENEFIT OF A THIRD PARTY (SUCH AS COMPANY’S END CUSTOMER), COMPANY AGREES TO INCLUDE PROVISIONS SUBSTANTIALLY SIMILAR TO THOSE APPEARING ABOVE INTO ANY AGREEMENT BETWEEN CUSTOMER AND THAT THIRD PARTY THAT COVERS THE USE OF THE OUTPUT PROVIDED AS A RESULT OF THE SERVICES.  TO THE EXTENT THAT COMPANY FAILS TO DO SO, IT WILL INDEMNIFY, DEFEND AND HOLD HARMLESS SIEMENS, ITS AFFILIATES, AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND ASSIGNS FROM AND AGAINST ALL CLAIMS, SUITS, CAUSES OF ACTION, LOSSES, LIABILITIES, LIENS, DAMAGES, ASSESSMENTS, COSTS, EXPENSES, DEMANDS, COMPLAINTS OR ACTIONS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ARISING THEREFROM.

       
By clicking the “Submit” button at the bottom of this page and using our services, you are confirming that you (1) have read the Terms and Conditions located above, (2) that you understand them, and (3) that you have the authority to bind the Company listed below to them.











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