Knurlsoft Module End User Licence Agreement

"You" means the legal entity that operates the Gateway on which the Software is installed (or, where an individual installs the Software for evaluation on their own behalf, that individual). If the person accepting this Agreement — including any person performing or configuring the installation, such as an employee, systems integrator, or contractor — is acting on behalf of the entity that operates the Gateway, that person represents and warrants that they are authorised to bind that entity. If that person is not so authorised, they must not install the Software; any installation nonetheless performed is for the benefit of the entity operating the Gateway, and that entity's continued operation or use of the Software after it knows or reasonably should know of the installation constitutes acceptance of this Agreement.

This Agreement is between you and Knurlsoft LLC, a Wyoming limited liability company ("Knurlsoft", "we", "us"). If you and Knurlsoft have signed a separate written agreement covering the Software, that agreement controls as described in Section 15.2.

1. Definitions

"Software" means the Knurlsoft module for Ignition identified in your Order, in object code form only, together with the components it installs, its Documentation, and any Updates we supply to you.

"Gateway" means a single installed instance of the Ignition Gateway software, whether running on physical hardware, a virtual machine, a container, or a cloud service. Each concurrently operable instance is a separate Gateway. A Gateway that is reinstalled, restored from backup, or re-provisioned on new infrastructure as a replacement for a prior instance — and that is not operated concurrently with it — is the same Gateway, provided the predecessor permanently ceases to use the Software and the Licence Key is reactivated on the replacement. A temporary overlap for cutover, not exceeding five business days, is permitted.

"Backup Gateway" means a Gateway configured solely as the backup node of an Ignition redundant pair whose primary node holds a full-price Licence Key.

"Non-Production Gateway" means a Gateway used solely for development, testing, staging, quality assurance, training, or offline disaster-recovery standby, that does not monitor or control live equipment or processes and does not serve production users or production data flows.

"Licence Key" means a key issued by or for Knurlsoft through Inductive Automation's module licensing system and applied on the Gateway's licensing page. A Licence Key may carry parameters that restrict where it may be activated; those parameters form part of your licence scope.

"Production Use" means any use in which the Software is relied upon in the operation, monitoring, or control of real equipment, processes, or business systems, other than Evaluation Use under Section 5.

"Order" means the purchase record identifying the Software, the number and type of Licence Keys purchased, and the start of your Support Term.

"Support Term" means twelve months from the date of your Order, plus any renewal periods you purchase.

"Product Schedule" means the schedule for the Software published at https://knurl.io/legal/schedules/, as in effect on the date of your Order. The Product Schedule forms part of this Agreement and states terms specific to the Software, including any product-specific warranties and any configuration changes the Software makes with your consent.

"Documentation" means the published documentation for the Software, including the third-party notices delivered with it.

2. Licence grant, and the conditions on it

2.1 Grant. Subject to your payment for each Licence Key and to the conditions in Section 2.2, Knurlsoft grants you, for each Licence Key purchased, a perpetual, non-exclusive, non-transferable (except as Section 15.8 permits), non-sublicensable licence to install and use the Software on the one Gateway to which that Licence Key is activated, for your internal business purposes. Internal business purposes include operation of that Gateway on your behalf by your contractors, integrators, and managed-service providers.

2.2 Conditions. The licence in Section 2.1 is granted on condition that:

1. the Software is installed and used on no more Gateways at any time than the number of Licence Keys you have purchased, with one Licence Key activated per Gateway;
2. the Software is not put to Production Use on any Gateway that does not hold a valid Licence Key, except during Evaluation Use permitted by Section 5; and
3. a Licence Key issued at a reduced price for a Backup Gateway or a Non-Production Gateway is used only on a Gateway of that kind.

Each of the above is a condition of the licence and not merely a covenant. Use of the Software outside these conditions is outside the scope of the licence granted, is unlicensed, and constitutes both a material breach of this Agreement and an infringement of Knurlsoft's copyright in the Software, for which Knurlsoft reserves all remedies available at law and in equity.

2.3 Perpetual means perpetual. The licence does not expire. If your Support Term lapses, the Software you have installed and every Update you obtained during your Support Term continue to function and remain licensed without time limit, subject to the conditions in Section 2.2 and to Section 12. Nothing in the Software's licensed operation depends on contacting Knurlsoft.

2.4 Object code only. The Software is licensed in object code form. No rights to source code are granted or implied.

2.5 Reservation. The Software is licensed, not sold. All rights not expressly granted are reserved by Knurlsoft and its licensors.

2.6 Business use. The Software is offered for business use, and you represent that you are acquiring it for business purposes.

3. How the licence applies to real deployments

3.1 Backup Gateways. A Backup Gateway requires its own Licence Key. Knurlsoft offers a discounted backup Licence Key which the Ignition platform restricts to the backup node of a redundant pair. A Backup Gateway may run the Software without restriction while acting as the failover node for its paired primary, for the full duration of any failover event. Converting a Backup Gateway to independent or primary service permanently requires a full-price Licence Key.

3.2 Non-Production Gateways. No Licence Key is required for a Non-Production Gateway. You may install and use the Software on Non-Production Gateways without limit on count or duration. Discounted Non-Production Licence Keys are available for customers who prefer licensed non-production instances; such a key may not be used on a production Gateway.

3.3 Containers and cloud instances. A containerised Gateway whose configuration and data persist across container recreation is one Gateway, however often the container is recreated. Concurrent instances are separate Gateways. A recreated or re-imaged cloud instance is a replacement under Section 1 and requires reactivation of the Licence Key on the new instance.

3.4 Records and true-up. You agree to keep reasonable records of the Gateways on which the Software is activated — the Gateway's own licensing page is sufficient — and, on our written request no more than once in any twelve months, to confirm in writing the number of Gateways in use. If that number exceeds your purchased Licence Keys, you may cure by purchasing the shortfall at the then-current price within thirty days. We will treat a prompt, self-reported true-up as full cure of the corresponding breach. This does not limit our remedies for concealed or wilful over-deployment.

4. Updates and support

This Agreement grants no right to updates or support. Your entitlement comes from your Order and is governed by the Support & Updates Policy published at https://knurl.io/legal/support/, as in effect on the date of your Order. In summary: your Order includes a twelve-month Support Term; during it you may download every release we publish; when it ends you keep, perpetually, your licence and every release published during the Term, and you lose only the right to download later releases. Entitlement is enforced at the download gate. The Software itself never checks, never contacts Knurlsoft, and never degrades based on your Support Term.

5. Evaluation

5.1 The Ignition platform provides its own resettable trial period for unlicensed modules. That mechanism belongs to Inductive Automation; Knurlsoft does not control it and cannot alter its behaviour.

5.2 Knurlsoft grants you a non-exclusive, non-transferable licence to install and use the Software without a Licence Key, under that trial mechanism — including on a production Gateway, and including resetting the trial period as the platform permits — solely to evaluate the Software's suitability for purchase, for up to forty-five consecutive days per organisation from first installation. Evaluation is limited by purpose, not by environment.

5.3 The evaluation period ends on the earlier of the day you first rely on the Software in Production Use as part of normal operations rather than to assess it, or the expiry of the period in Section 5.2. If you need a longer or formally documented evaluation, contact us; we may grant extended terms in writing.

5.4 Software used under this Section is provided "AS IS", with no warranty, no support obligation, and no entitlement to Updates.

6. Continued operation without a licence

6.1 The Software does not switch itself off. Our modules authenticate and support connections on industrial control systems. For safety, the Software is deliberately designed so that licensing status never interrupts the service it provides: without a valid Licence Key it will continue to operate indefinitely, without time limit or degradation. This design exists to protect live industrial operations from an outage caused by a licensing mechanism. It exists for safety, and is not a feature you are entitled to rely on.

6.2 You acknowledge and agree that:

1. the Software's continued functioning without a valid Licence Key is not a permitted mode of use, a grace period, a free tier, or any licence, express or implied;
2. Production Use without a valid Licence Key falls outside the conditions in Section 2.2, and is therefore both a material breach of this Agreement and an infringement of our copyright;
3. each day of such use is a separate and continuing breach;
4. our decision not to build technical enforcement, and any delay or forbearance by us in acting on a breach, is not a waiver of any right, creates no implied licence, course of dealing, or estoppel, and does not limit any remedy; and
5. while the Software is operating without a valid Licence Key it displays that status in the Gateway interface and records it in the Gateway log. You agree that these constitute ongoing written notice to you, and that Production Use while they are present is knowing unlicensed use.

6.3 Nothing in this Section obliges Knurlsoft to keep the Software functioning without a valid Licence Key in future versions, except that we will not design the Software to interrupt a service already in use on a running Gateway.

7. Restrictions

Except as this Agreement expressly permits or applicable law requires, you will not, and will not permit anyone to: copy the Software other than for installation on licensed Gateways and reasonable backup purposes; modify, adapt, or create derivative works of the Software; rent, lease, lend, sell, sublicense, distribute, or host the Software for third parties; remove or alter any proprietary notice, including the third-party notices; circumvent, disable, falsify, or conceal the Software's licence-status display or its licence-status log entries for the purpose of concealing unlicensed use (ordinary log rotation, retention, and forwarding applied uniformly to Gateway logs are not a breach); tamper with or spoof licence activation or validation; or use the Software to develop a competing product.

Interoperability. You will not reverse engineer, decompile, or disassemble the Software, except and only to the extent that applicable law expressly permits it despite this limitation — including laws implementing Articles 5 and 6 of EU Directive 2009/24/EC and equivalent provisions elsewhere. Before exercising any such right, please request the interoperability information you need from legal@knurl.io; we will respond within thirty days.

8. Ownership

Knurlsoft and its licensors own the Software and all intellectual property rights in it. If you send us feedback, suggestions, or bug reports, we may use them without restriction or payment. "Knurlsoft" and the product names are our trademarks; this Agreement grants you no right to use them except to refer accurately to us or the Software. Ignition is a trademark of Inductive Automation, LLC; Microsoft, Entra, Azure, and SQL Server are trademarks of the Microsoft group. Knurlsoft is not affiliated with or endorsed by either, and this Agreement grants no rights in their marks or products.

9. Third-party components

The Software includes third-party and open-source components, identified with their copyright notices and licence texts in the third-party notices delivered with the Software and published at https://knurl.io/legal/notices/. Each such component is licensed to you under its own licence, not under this Agreement. Nothing in this Agreement limits, replaces, or overrides any right or obligation you have under those licences; where this Agreement conflicts with a third-party licence as to that component, the third-party licence controls. Third-party components are provided by their licensors "AS IS".

10. Limited warranty and disclaimers

10.1 Knurlsoft warrants that, for ninety days from delivery, the Software as delivered by Knurlsoft will conform in all material respects to its Documentation. Any additional, product-specific warranties are stated in the Product Schedule.

10.2 Your exclusive remedy, and our entire obligation, for breach of Section 10.1 or of any warranty in the Product Schedule is that we will, at our option: correct or provide a workaround for the non-conformity; replace the non-conforming Software; or refund the licence fee you paid for the affected licence, upon which that licence terminates.

10.3 These warranties do not apply to non-conformities caused by modification of the Software by anyone other than Knurlsoft; use contrary to the Documentation or this Agreement; the Ignition platform or any other third-party software, service, or network, including its unavailability, misconfiguration, or changes to its behaviour or interfaces; or configuration, credentials, or data that you supply or control.

10.4 Except as expressly stated in Section 10.1 and in the Product Schedule, the Software is provided "as is", and Knurlsoft disclaims all other warranties and conditions, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Software will be uninterrupted, error-free, or free of vulnerabilities. No oral or written information given by Knurlsoft creates a warranty.

10.5 Some jurisdictions do not allow the exclusion of implied warranties or limits on their duration; in those jurisdictions Section 10.4 applies to the maximum extent permitted, and any implied warranty is limited to the ninety-day period. See also Annex A (Australia).

10.6 Security. We maintain a vulnerability-disclosure contact at security@knurl.io and will use commercially reasonable efforts to remediate vulnerabilities in accordance with our then-current security policy. No software can be guaranteed free of vulnerabilities. You are responsible for the security and configuration of your identity provider, directory, and credentials; for the generation, custody, rotation, and revocation of any certificates and secrets you configure; for securing the Gateway and its host environment; and for applying Updates, including security fixes, within a reasonable time after release.

11. No high-risk use; your system design responsibilities

11.1 The Software is not fault-tolerant and is not designed, tested, or certified for use in or as part of safety-instrumented systems or functions (including any function within the scope of IEC 61508 or IEC 61511), emergency-shutdown systems, protection systems, life-support or medical devices, nuclear safety systems, aircraft navigation or communication, or any other application in which failure of the Software could directly cause death, personal injury, or severe physical or environmental damage ("Safety Functions").

11.2 You may deploy the Software at facilities that contain Safety Functions, provided that no Safety Function depends on the Software, on the availability of any connection the Software supports, or on the data carried over such connections.

11.3 You are responsible for system design. You acknowledge that authentication systems, identity providers, networks, and database connections can and do fail, and you agree to design, configure, and operate your systems — consistent with ordinary industrial control system practice — so that a failure of the Software, of any third-party identity or directory service it depends on, or of any connection it supports, does not create a hazard and degrades in a manner you have planned for. You will maintain a means of access or authentication that is independent of the Software and of any third-party identity service, and you will validate the Software in a non-production environment before Production Use.

11.4 Our fees reflect this allocation of risk, and we would not licence the Software at these fees without Sections 10, 11, and 12.

12. Limitation of liability

12.1 To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, lost revenue, loss of production or plant availability, business interruption, loss or corruption of data (including historian, alarm, or audit data), cost of substitute goods or services, or loss of goodwill, arising out of or related to this agreement, however caused and under any theory of liability, even if advised of the possibility of such damages.

12.2 To the maximum extent permitted by law, Knurlsoft's total aggregate liability arising out of or related to this agreement will not exceed the greater of (a) the total fees you paid to Knurlsoft for the licence or licences giving rise to the claim, including any support and update fees paid for those licences in the twelve months preceding the event giving rise to the claim, and (b) US $1,500.

12.3 Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, and for fraud or fraudulent misrepresentation. Section 12.1 does not limit your obligation to pay fees, or either party's liability for infringement of the other's intellectual property rights.

12.4 The exclusions and the cap apply even if a limited remedy fails of its essential purpose, and the parties agree they reflect an agreed allocation of risk given the nature and price of the Software.

13. Intellectual property claims

13.1 Knurlsoft will defend you against any third-party claim that the unmodified Software, as delivered by Knurlsoft and used in accordance with this Agreement, infringes that third party's copyright or misappropriates its trade secrets, and will pay damages finally awarded or amounts agreed in settlement, subject to the cap in Section 12.2. This Section does not apply to claims of patent infringement.

13.2 If such a claim is made or appears likely, we may at our option procure your right to continue using the Software, modify or replace it so it is non-infringing, or terminate the affected licence and refund the licence fee paid, reduced pro rata over thirty-six months from delivery.

13.3 We have no obligation for claims arising from modification of the Software; combination with anything not supplied by us where the claim would not exist but for the combination; use after we notified you of a claim and provided a non-infringing alternative; or use in breach of this Agreement.

13.4 This Section states our entire liability, and your exclusive remedy, for intellectual property infringement claims.

13.5 You will defend and indemnify Knurlsoft against third-party claims arising from your use of the Software in breach of Section 11; your systems, processes, facilities, or products; or data, certificates, or credentials you supply or control — except to the extent the claim results from the Software's failure to conform to its Documentation.

13.6 The indemnified party must give prompt notice, tender sole control of the defence, and provide reasonable cooperation at the indemnifying party's expense.

14. Term, termination, and wind-down

14.1 You may terminate this Agreement at any time by ceasing use and uninstalling the Software. No refund is due except as your purchase terms provide.

14.2 Knurlsoft may terminate this Agreement, and the licence granted by it, if you materially breach this Agreement and do not cure within thirty days of written notice describing the breach — except that breaches of the anti-circumvention and redistribution restrictions in Section 7 are grounds for immediate termination on notice.

14.3 What termination means. Because the Software never interrupts the service it provides, termination does not and cannot switch it off. Instead you must carry out the wind-down in Section 14.4. We do not ask you, and you must not attempt, to abruptly cut a service in use on a running production system. The wind-down exists so that ceasing use is never an unsafe act — and for that reason its length is not a reason to postpone starting it.

14.4 Wind-down. Within sixty days of termination you will, as an ordinarily planned maintenance activity: transition each affected connection or service to an alternative; detach the Software from it; and uninstall the Software using the removal procedure in the Documentation. During the wind-down you may operate the Software only as needed for safe, orderly transition, and may not make new configuration changes or attach new connections except as needed for that transition. On written request you will confirm completion.

14.5 Production Use after the wind-down period is unlicensed use under Section 6, and the wind-down period does not run while you are in breach of Section 7.

14.6 Remedies. All remedies are cumulative. Without limiting them, while you are in uncured material breach we may suspend support, withhold new Licence Keys, activation grants, and new releases, and decline reactivation requests — none of which affects the Software's continued operation. We will continue to make security fixes available to you notwithstanding any such suspension. You agree that unlicensed use, circumvention, and redistribution cause harm that money alone cannot fully remedy, and that we may seek injunctive relief in addition to damages.

14.7 Survival. Sections 1, 2.2, 2.5, 6, 7, 8, 9, 10.4, 11, 12, 13, 14.3–14.7, 15.1–15.4, 15.7, and 15.9–15.12 survive termination. Termination does not waive any claim that accrued before it.

15. General

15.1 Governing law and venue. This Agreement is governed by the laws of the State of Wyoming, excluding its conflict-of-laws rules, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act. The exclusive venue for any dispute is the state and federal courts located in Wyoming, and each party consents to their jurisdiction. Either party may bring a qualifying claim in small-claims court.

15.2 Order of precedence. A written agreement signed by both parties that expressly covers the Software controls over this Agreement to the extent of any conflict. Otherwise the order is: the Order, solely as to quantities, fees, and Gateway identification; this Agreement; the Product Schedule; then the Support & Updates Policy and Documentation. Preprinted or standard terms on any purchase order, vendor onboarding form, procurement portal, or similar document you issue are of no effect, even if Knurlsoft acknowledges or fulfils the document, unless Knurlsoft expressly accepts those terms in a writing signed by Knurlsoft.

15.3 Entire agreement. This Agreement, with the documents referenced in Section 15.2, is the entire agreement concerning the Software and supersedes all prior or contemporaneous communications and proposals concerning it. No marketing material, website statement, or oral statement forms part of this Agreement or constitutes a warranty unless expressly incorporated here.

15.4 Severability. If any provision is held unenforceable it will be enforced to the maximum extent permissible and the remainder will remain in effect. If Section 12 is held unenforceable as to a claim, our total liability for that claim will be the smallest amount permitted by law.

15.5 Notices. We may give notices by email to the address on your Order or through release notes accompanying the Software. You must give notices to legal@knurl.io, and notices of claims additionally to the postal address published at https://knurl.io/legal/.

15.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including the unavailability of third-party services required for licence issuance or activation, of any identity or directory service, or of the Ignition platform's licensing system. This does not excuse payment obligations.

15.7 No waiver. A failure or delay in exercising any right is not a waiver of it; a waiver is effective only in writing and only for the instance given. Without limiting Section 6.2, our tolerance of any unlicensed operation is not a waiver of, and does not abandon, any term of this Agreement.

15.8 Assignment. You may transfer your licences, with their remaining Support Term, to an affiliate or to a successor of the business or facility where the licensed Gateways operate, provided the transferee agrees in writing to this Agreement, you notify us within thirty days identifying the transferee and the Licence Keys, and you cease all use of the transferred licences. No transfer fee applies. Any other assignment by you is void. Knurlsoft may assign this Agreement in connection with a merger, reorganisation, or sale of the business or the Software.

15.9 Export controls and sanctions. The Software is subject to the U.S. Export Administration Regulations (15 CFR Parts 730–774) and to economic sanctions administered by the U.S. Treasury's Office of Foreign Assets Control, and may be subject to the export or import laws of other jurisdictions. The Software's Export Control Classification Number is stated in the Product Schedule.

You represent, warrant, and agree that: (a) you are not located in, organised under the laws of, ordinarily resident in, or a national of any country or region subject to comprehensive U.S. sanctions or embargo, and you will not export, re-export, transfer, or make the Software available to any such country or region — currently including Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and (for items of this classification) Russia and Belarus, as such designations may be amended from time to time; (b) you are not, and are not owned or controlled by or acting on behalf of, any party on any U.S. government restricted-party list, including the Specially Designated Nationals and Blocked Persons List, the Entity List, and the Denied Persons List; (c) you will not use, export, re-export, or transfer the Software for any military end use or to any military or military-intelligence end user where such use or transfer is restricted under Part 744 of the Export Administration Regulations, nor in connection with the design, development, production, or use of nuclear, chemical, or biological weapons or missiles; and (d) you are responsible for obtaining any authorisation required for your own exports, re-exports, or transfers of the Software, and for complying with any import or use restrictions on cryptographic software in your own jurisdiction.

These representations are made on your own behalf and on behalf of each entity for which you install or operate the Software, are repeated each time you download or install the Software or receive a Licence Key, and survive termination of this Agreement.

15.10 U.S. Government end users. The Software is "commercial computer software" and its documentation is "commercial computer software documentation" as defined in FAR 2.101, developed exclusively at private expense. If you are a U.S. Government agency or a contractor acquiring for one, the Software is licensed under this Agreement pursuant to FAR 12.212 or DFARS 227.7202 as applicable, and the Government's rights are limited to those granted to all other customers. If applicable law prohibits your entity from agreeing to a particular provision, that provision applies only to the extent the law allows and the remainder stands.

15.11 Independent parties. The parties are independent contractors. This Agreement creates no partnership, agency, or employment relationship.

15.12 Versions of this Agreement. This Agreement is versioned and dated. The version you accepted upon installation governs that installation, including all Updates you install that carry the same version. A revised version applies to an installation only when you install a release that includes it and accept it; you are not required to install such a release to continue using what you have. Except as stated here, this Agreement may be amended only by a writing signed by both parties.

Knurlsoft LLC · Wyoming, USA · legal@knurl.io · This Agreement is published at https://knurl.io/legal/eula.html