Support Tool

Support Tool (SupportTool_ver1.1.11.0.zip)

To Customers

Please read through this Agreement before installing or Using the Software. This Agreement contains the terms and conditions to Use the Software and/or Related Documents. You are deemed to accept and agreed to be bound by these terms and conditions without limitation by installing, copying or Using the Software in whole or in part. If you disagree with any of the terms and conditions contained herein, immediately return the unused Software and/or Related Documents. In such a case, we may, at our discretion, refund the amount already paid by you in relation to the Software and/or Related Documents.
If You have an end user Use the Software and/or Related Documents, You shall have the end user acknowledge this Agreement and have it comply with the terms and conditions contained herein. Any breach of the terms and conditions contained herein by the end user is deemed to be a breach of You.
This Software may contain software under terms and conditions of a third party, including, but not limited to, General Public license (GPL) and Lesser/Library General Public License (LGPL). You must comply with the terms and conditions of the third party as well to use the Software. If there is any inconsistency between the terms and conditions contained in this Agreement and those in any license agreement, the former will prevail at all times.

Azbil Corporation

General Software License Agreement

You (“You”) and Azbil Corporation (“Azbil”) enter into this General Software License Agreement (“Agreement”) to agree on the terms and conditions to Use the Software and Related Documents.

  1. Definitions
    For the purpose of this Agreement:
    “Software” means the software set forth in Exhibit, which either You purchased from Azbil or its affiliate, or You downloaded from the website of Azbil or its affiliate. The Software is categorized into standard software, software products downloaded through the Internet and customized software developed in accordance with the specification agreed between You and Azbil.
    “Related Documents” means a set of documents related to the Software.
    “Use” means to install the Software in a storage device or memory, or to run it with a CPU.
    “Exhibit” means the document sets forth the specific terms and conditions to Use the Software, which is to be submitted by Azbil to You. Exhibit is incorporated in this Agreement upon your receipt thereof.
  2. Grant of License
    1. Subject to the terms and conditions of this Agreement, Azbil hereby grants to you a nonexclusive, non-transferable and non-sublicensable license (“License”) to Use the Software to use the system set forth in Exhibit (the “System”). The function of the Software available under the License may be limited during the Trial Use Period set forth in Exhibit.
    2. Azbil by no means allows You to copy, alter, modify or otherwise change the Software and Related Documents by the grant of the License, unless otherwise expressly provided in this Agreement.
    3. Notwithstanding the foregoing, You may copy the Software for the sole purpose to make a backup file thereof and store it in the number of media set forth in Exhibit.
    4. Azbil by no mean assigns to You or waives the patent, patent rights, copyrights, trade secrets, trademarks and any other intellectual property rights (“Intellectual Property Rights”) embodied in the Software and Related Documents by the grant of the License, whether or not registered or capable of registration. Azbil owns and retains all right, title and interest in and to the Software and Related Documents, including all Intellectual Property Rights embodied therein. Azbil is not prevented in any way from Using or having a third party Use the Software.
    5. In consideration of the grant of the License, You shall pay to Azbil the license fee in accordance with the terms set forth in Exhibit (“License Fee”). License Fee is not refundable unless otherwise explicitly provided in this Agreement or in Exhibit.
    6. For the avoidance of doubt, You are not authorized to use Azbil’s company name, product names, trademarks and service marks under the License.
  3. Software Maintenance
    You hereby acknowledge and agree that: (i) the Software may from time to time be updated at Azbil’s discretion; (ii) Azbil may update the Software and add, modify or reduce certain function thereof, at its discretion; and (iii) the same terms conditions herein apply to the updated Software. You and Azbil shall enter into a software maintenance agreement, if necessary.
  4. Restrictions
    You, without Azbil’s prior written consent, shall not:
    • Use the Software and/or Related Documents for the purpose other than to use the System;
    • Use the Software in the number of computers (whether actual or virtual) more than set forth in Exhibit;
    • Use the Software in a computer which functions as a cloud server (whether actual or virtual);
    • copy the Software in whole or in part for the purpose other than to make backup files of the Software;
    • alter, modify or otherwise change the Software and/or Related Documents;
    • use the Software not in its entirety, but in part;
    • trace, debug, disassemble, decompile or otherwise attempt to analyze or reverse engineer the No Reverse Engineering Software set forth in Exhibit or attempt to discover any source code of the No Reverse Engineering Software;
    • sell, lease or license the Software or a storage device contains the Software and/or Related Documents (including a computer to which the Software is installed) to a third party;
    • sublicense the Software to a third party or assign the License to a third party;
    • Use the Software and/or Related Documents together with a third party;
    • remove or change the proprietary notice of Azbil and/or a third party;
    • Use the Software and/or Related Documents at the location other than set forth in Exhibit;
    • Publish the specification of the Software; or
    • otherwise Use, copy, reproduce, sell, distribute, redistribute, assign, transfer, publicly transmit, lease, license or sublicense the Software and/or Related Documents beyond the extent expressly provided herein.
  5. Warranty_Period_of the Software
    The warranty period of the Software commences from the delivery date of the Software (or, if the Software is delivered through the Internet, the date of such delivery) and continues for a period set forth in Exhibit: provided, however, if local adjustment work is necessary to operate the Software, the warranty period of the Software commences from the date Azbil begins such adjustment work and continues for a period set forth in Exhibit (“Warranty Period”).
    AZBIL, EXPRESSLY OR IMPLIEDLY, HAS NO LIABILITY FOR THE USE OF THE SOFTWARE AFTER THE WARRANTY PERIOD.
  6. Warranty
    1. Within the Warranty Period, Azbil warrants that the Software, if Used under the suitable environment designated by Azbil, duly functions in accordance with the specifications set forth in the Related Documents provided by Azbil: provided, however, that Azbil does not warrant that the Software will be free of all errors or operate without interruption (“Warranty”). The Warranty does not apply to third party software contained in the Software, which is warranted only by the third party who owns such software.
    2. If any non-conformance to the Warranty is detected within the Warranty Period, You must promptly notify Azbil and provide Azbil with all available information in written or electronic form so that Azbil can reproduce the non-conformance. If in Azbil’s opinion such non-conformance is attributable to Azbil, Azbil shall at no charge correct it or provide You with guidance to correct it. If the nonconformance of the Software is due to third party software, Azbil will only inform You of cautions to use the Software.
    3. If a non-conformance to the Warranty is in Azbil’s opinion irremediable or unavoidable, Azbil shall compensate the damage reasonably incurred by You.
    4. The Warranty does not apply, if a non-conformance is caused:
      • by natural disaster (including, without limitation, fire, earthquake, thunder, pollution), plague (including, without limitation, infectious disease), war, riots, civil commotion, labor disputes, lockouts, failure of electricity, gas or water supplies, dysfunction or network, transport accidents, traffic jams, enactment, amendment or abolishment of laws or regulations, order or request by governmental or quasi-government authorities, public health emergency or any other force majeure;
      • by maintenance of hardware, correction of a non-conformance, or change of the Software by You or a third party, without prior consent of Azbil;
      • because you or a third party modified, altered or otherwise changed the Software or other software (including update of the operating system) or installed other software without prior consent of Azbil;
      • because You failed to update the version of the Software not in compliance with Azbil’s instruction;
      • because You failed to provide necessary information and assistance to Azbil for maintenance of the Software;
      • because, by an update or version-up of the Software or other software, the Software has fallen out the scope of the operating environment recommended by Azbil;
      • by computer virus not attributable to Azbil;
      • because You Used the Software in combination with the application not recommended by Azbil, or You installed or maintained the Software not in compliance with Azbil’s instruction, or You Use the Software under the hardware environment not recommended by Azbil; or
      • by reason not attributable to Azbil.
    5. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED OR STATUTORY, AND AZBIL SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  7. Intellectual_Property Infringement
    1. If a third party brings a claim or action against You alleging that the Software infringes any Intellectual Property Right owned by the third party, You shall promptly notify Azbil of such claim or action in a written form.
    2. Azbil agrees to defend or settle any such claim or action brought against You alleging that the Software infringes any Intellectual Property Right owned by the third party, that was publicly both disclosed, and was legally enforceable as of the date that the Software was first made available to You pursuant to this Agreement.
    3. Azbil will indemnify and hold You harmless from and against any damages reasonably incurred that are attributable to such claim or action, if (i) You promptly notify Azbil of such claim or action in accordance herewith, (ii) gives Azbil sole control and authority over the defense or settlement thereof, (iii) makes no compromise, settlement, or admission of liability and (iv) gives Azbil all available information and assistance to settle and/or defend any such claim or action.
    4. If the Software becomes, or in the opinion of Azbil is likely to become, the subject of an infringement claim or action, Azbil may at its discretion: (i) procure, at no cost to You, the right to continue Using the Software; or (ii) replace or modify the Software to render it non-infringing, provided there is no material loss of functionality.
    5. In no event Azbil is liable for any infringement claim or action not attributable to Azbil, such as a claim or action where (i) infringement would have been avoided but for use of the Software not in accordance with the manner set forth in Related Documents, (ii) infringement would have been avoided but for use of the Software or portions thereof in combination with other software not approved by Azbil, (iii) You continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (iv) Your use of the Software is not strictly in accordance with the terms of the Agreement.
    6. THE FOREGOING PROVISIONS OF THIS ARTICLE SET FORTH AZBIL’S SOLE AND EXCLUSIVE REMEDY AND THE ENTIRE LIABILITY AND OBLIGATION OF AZBIL WITH RESPECT TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE.
  8. LIMITATION OF LIABILITY
    IN NO EVENT WILL AZBIL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
    IN ANY CASE, AZBIL’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT DOES NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES YOU PAID FOR THE SOFTWARE.
  9. Confidentiality
    1. For the purpose of this Agreement, “Confidential Information” means all technical and business information disclosed by Azbil to You with respect to the Software, including the Software itself, whether designated as confidential or not.
    2. Notwithstanding the foregoing, Confidential Information does not include information that:
      • is part of the public domain;
      • was in Your possession prior to its disclosure by Azbil;
      • is lawfully acquired by You from a third party without restriction on disclosure; or
      • is independently developed by You;
    3. You shall:
      • not disclose any Confidential Information in whole or in part to any third party other than Your officers and employees who have a strict “need-to-know” to Use the Software and who have undertaken by employment agreement or otherwise to comply with the obligation undertaken by You without the prior written consent of Azbil: provided, however, that You may disclose Confidential Information subject to requirement of a governmental agency or any law requiring disclosure, if You provide prompt advance notice thereof to Azbil reasonably sufficient to enable Azbil to seek a protective order and otherwise prevent public disclosure of such Confidential Information.
      • not use Confidential Information beyond the extent necessary to perform the Purpose; or
      • not make any reproduction or copy of Confidential Information beyond the extent necessary to use the Software, without the prior written consent of Azbil; and
      • return or destroy all Confidential Information or all copies thereof, whether in written or other tangible form, upon Azbil’s request or termination of this Agreement.
  10. Term
    1. This Agreement becomes effective from the date when the Software is delivered to You and continues to be effective for a period set forth in Exhibit. If the Software is delivered to you via the Internet, this Agreem becomes effective from the date of such delivery and continues to be effective for a period set forth in Exhibit.
    2. Notwithstanding the foregoing, You may terminate the Agreement by providing a written termination notice to Azbil at least three (3) months [one (1) month] prior to expiration of the above term.
  11. Termination for Cause
    1. Either Azbil or You may terminate this Agreement in whole or in part without any prior notice:
      • if the other party dishonors a bill or check drawn by it, manifests its inability to repay debts, becomes insolvent, has liabilities exceeding its assets, incurs a suspension of bank transactions, or suffers material deterioration of its credit standing; or if the occurrence of such event is expected;
      • if the other party is subject to seizure, provisional seizure, provisional disposition, compulsory enforcement, disposition for failure to pay taxes, or other similar disposition from a third party;
      • if a petition for the commencement of bankruptcy, civil rehabilitation, corporate rehabilitation, special liquidation or other similar proceedings is filed with respect to the other party; or if it is found to be no longer viable for the other party to perform its liabilities to the counterparty hereto due to downsizing of the business or for any other reasons;
      • if the other party incurs a disposition of business suspension or revocation or any other similar disposition of the competent authorities;
      • if the other party attempts to dissolve itself or assign all or a significant part of its business to a third party.
      • if the other party conducts wrongful or unjust act with regard to performance of this Agreement; or
      • the other party breaches any provision of this Agreement.
    2. In the event either Azbil or You breaches any provision of this Agreement, all amounts due hereunder shall be accelerated and deemed immediately due and payable to the other party.
    3. Either Azbil or You may terminate this Agreement under special circumstance where it is not feasible to maintain this Agreement due to reason not attributable to either party.
    4. Azbil may immediately terminate this Agreement in the event a third party acquires, directly or indirectly, (i) the power to control the management and policies of You, whether through the acquisition of voting securities, by contract or otherwise, or (ii) more than fifty percent (50%) of Your assets whether in a single transaction or series of transactions.
    5. The termination of this Agreement hereunder will not prevent the terminating party from claiming damages against the other party.
  12. Effect of Termination
    Upon expiration or termination of this Agreement, You shall delete the files related to the Software and Related Documents (including backup files) from all computers You possess and cease Using the Software in accordance with Azbil’s instruction. If You received media which contains the Software and/or Related Documents from Azbil, You shall destroy it or return it to Azbil, in accordance with Azbil’s instruction.
  13. Survival
    The provisions of this Agreement that require or contemplate performance after the expiration or termination of this Agreement in accordance with Article 10 (Term) or 11 (Termination), including, Article 8 (Limitation of Liability), Article 9 (Confidentiality), Section 3 of Article 11 (Termination), Article 12 (Effect of Termination), this Article 13, Article 15 (Export Control) and Article 19 (Governing Law and Dispute Resolution) are enforceable notwithstanding such expiration or termination.
  14. Amendment
    Azbil may amend this Agreement at any time by sending a notice to You in a manner Azbil deems appropriate. If You do not agree with the amendment, You shall inform so to Azbil and cease Using the Software before the amendment becomes effective. You are deemed to accept the amendment by Using the Software after the amendment becomes effective.
  15. Export Control
    You agree to comply with all applicable export laws and restrictions and regulations of Japan and the United States of America or foreign agencies or authorities and take necessary steps, if You:
    • export the Software (in whole or in part);
    • transmit the Software (in whole or in part) outside Your country;
    • have a person living outside Your country use the Software (in whole or in part); or
    • carry out any other acts under applicable export control laws and regulations.
  16. No Waiver
    A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, does not mean waiver of such term or condition or any subsequent breach thereof.
  17. Injunctive Relief
    You understand and agree that in the event of a breach or threatened breach by you of any term or provision of this Agreement will cause irreparable harm to Azbil and that damages or an action at law may not be an adequate remedy for any such breach. Accordingly, in the event of any such breach or threat of same, and notwithstanding any other provisions of this Agreement, Azbil is, in addition to all other remedies that may be available to it, be entitled to injunctive relief (including a temporary restraining order, a temporary or prohibitory injunction and a permanent mandatory or prohibitory injunction) to restrain and prohibit the continuation of any such breach, to compel compliance with the provisions of this Agreement, and to restrain and prohibit any threatened breach in order to protect the proprietary rights of Azbil.
  18. Severance
    If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and the other provisions of this Agreement remains in full force and effect.
  19. Governing_Law_and Dispute Resolution
    1. This Agreement is governed and construed in accordance with the laws of Japan without regard to choice of law rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
    2. Any dispute arising out of or in connection with this Agreement is subject to the exclusive jurisdiction of the Tokyo District Court in the first instance.
  20. Entire Agreement
    This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.

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Exhibit (Support Tool)

Company Name -
Location -
Name of the System -
Name of the Software Azbil HART Modem Support Tool
Number of Computers as needed
License Fees none
Terms of Payment none
No Reverse
Engineering Software
Azbil HART Modem Support Tool (With regard to the OSS components included in this product, the applicable OSS license conditions prevail over any other terms and conditions herein.)
Term effective until terminated by Azbil
Trial Use Period shall be agreed separately
Warranty Period 12 months
Number of Media for
Backup Purpose
as needed

the terms of the HART software license agreement.

* In information issued before March 2012, there may be cases where the former corporate name is used.

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