Legal

End User License Agreement

Effective for new subscriptions and purchases from October 31, 2026. EULA revision 4. Previously accepted agreements remain unchanged.

This End User License Agreement ("Agreement") is between you and S5 Software Co. LLC ("S5 Software," "we," "us"), located in Logan County, Ohio. It governs all S5 Modules software for Inductive Automation's Ignition® platform, including S5 AI Assistant, S5 Script IDE, and S5 Diagnostics (each a "Module," together the "Software").

BY INSTALLING, ACTIVATING, OR USING THE SOFTWARE, YOU AGREE TO ALL OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL IT, AND DELETE ALL COPIES.

1. Definitions

  • "Individual License" (historical licenses only; not offered for new purchases): a license for one (1) named developer, bound through machine activation to one (1) workstation at a time. It is not a shared seat.

  • "Gateway License": a license bound to one (1) licensed Ignition Gateway, unlocking the licensed Module for Designer sessions connected to that Gateway. Each additional Gateway, including a redundant, backup, development or test Gateway, requires its own Gateway License unless covered by an Integrator Subscription or we agree otherwise in writing.

  • "AI Assistant Subscription": a monthly or yearly license for S5 AI Assistant. Gateway covers one (1) Gateway. Integrator covers one customer and up to three (3) Gateways, including their connected Designers.

  • "Trial License": a time-limited evaluation license (where offered). Eligibility is one trial per Module and Gateway, with a verified email address required. A new Gateway trial lasts fourteen (14) days from its first successful online Gateway activation. Connected Designers share that trial and its fixed expiry. Previously issued workstation trials retain their original binding and expiry.

  • "License Key": the key string issued by us that activates a license.

  • "Maintenance": updates and support for a licensed Module during a covered period, as described in §2. Separate optional Maintenance applies to perpetual licenses, not to AI Assistant Subscriptions.

2. License grant

Subject to payment of any applicable fees and compliance with this Agreement, S5 Software grants you a limited, non-exclusive, non-transferable (except for the "Use it here instead" seat move in §2 and transfers allowed under §14), non-sublicensable license to install and use the licensed Module, in object/binary form only, for your business purposes, including projects you deliver to customers, within the scope of your license type (§1).

AI Assistant Subscriptions. S5 AI Assistant is licensed by monthly or yearly subscription. No new perpetual AI Assistant licenses are offered. Your subscription renews automatically every month or year, according to your selection, at the price shown at checkout plus applicable tax until you cancel. A yearly subscription is paid up front. By subscribing, you authorize these recurring charges. Checkout requires your affirmative agreement through a box that is not pre-ticked.

Cancel anytime in your S5 Modules account using Manage billing. Cancellation takes effect at the end of the paid period. No refunds, including for partial periods, except where required by law. If a payment fails, we retry for 3 days and email you each day. After that the module stops working until you subscribe again. Updates and support are included while your subscription is active. Subscribe again with the same key. You get the newest release. Subscribe again keeps the same plan and billing period.

Change plans anytime from your account. Your new plan starts right away with a new key, and your old key stops working. Moving up to Integrator or to yearly billing? The unused part of your old plan is credited to your next bill.

Perpetual licenses. Script IDE and Diagnostics paid licenses remain perpetual unless the affected license is terminated under §11. Each perpetual license purchase includes twelve (12) months of Maintenance from the purchase date. After the included period, Maintenance is optional and may be renewed manually for further twelve-month periods by contacting support@s5modules.com. Automatic renewal and automatic renewal charges are not enabled for Maintenance. Lapsed Maintenance does not affect your perpetual license or your right to use the versions your license already covers, subject to normal license validation; it affects only access to newer releases and support. Current renewal terms are published on the Pricing page. Previously accepted agreements remain unchanged.

Trials. A Trial License lasts for its stated trial period and ends at its scheduled expiry.

You may use the Software in projects you deliver to your customers. An Individual License may be used by the same named developer on a different workstation through "Use it here instead"; this moves the active seat and does not transfer ownership to another person. Contact support to request a Gateway move or ownership transfer. You may not resell, rent, lease, lend, host as a service, or redistribute the Software itself without a separate written agreement with us. Trial eligibility does not reset through reinstalling, changing email addresses or Windows users.

3. Restrictions and protected rights

You may not:

  1. copy, modify, redistribute, or disclose the Software's proprietary source code, non-public implementation, prompts, or other trade secrets without authorization;
  2. intentionally bypass license activation, validation, expiry, or other technical protections, or share, pool, generate, sell, or traffic in License Keys;
  3. misappropriate S5 Software's confidential materials or use unlawfully obtained proprietary materials to create a competing product; or
  4. use the Software in violation of applicable law or another person's rights.

These restrictions do not limit lawful interoperability, independent development, your general skills and knowledge, rights under applicable third-party or open-source licenses, or activities that applicable law permits despite a contract restriction. They do not prohibit truthful reviews, publication of benchmarks, or disclosure of security findings that does not unlawfully reveal license credentials, confidential source materials, or trade secrets. We encourage you to report suspected vulnerabilities to support@s5modules.com; this does not authorize access to systems or data you do not have permission to test. Remedies for breach, including any suspension or termination, are governed by §11 and applicable law.

4. License validation; internet access

New Gateway licenses require initial online activation and are managed on the Gateway. Designers must remain connected to that Gateway to use its license. Offline activation is not available. Trials and dated entitlements retain their fixed expiry. AI Assistant subscriptions require internet access to stay current after renewal. They may work offline for up to 14 days, never past their active-until date. Air-gapped sites cannot use a subscription. Previously accepted license terms remain unchanged. Licensing information sent and retained is described in the Privacy Policy.

5. Third-party AI providers (AI Assistant; Script IDE AI features)

AI features call the AI provider you configure, with your API key, under your agreement with that provider. The provider's availability, pricing, terms, data handling, and output are controlled by that provider; S5 Software remains responsible for its own conduct under this Agreement and applicable law. You retain the rights you already have in your project content. Rights in AI-generated output depend on applicable law and your provider's terms. Output may not be unique, non-infringing, accurate, or suitable for your purpose. Some AI modes can apply edits in Designer without a separate approval for each edit. You are responsible for configuring those modes, reviewing AI output, and independently testing every change before deploying it to a production or plant system.

6. Ignition® platform

The Software is an independent product for use with Inductive Automation's Ignition® platform. It is not affiliated with, endorsed by, or supported by Inductive Automation. Platform changes may affect functionality; supported versions are listed on the product pages.

7. NO WARRANTY

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, S5 SOFTWARE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION FROM US CREATES ANY WARRANTY.

8. NOT FOR SAFETY-CRITICAL USE

The Software is an engineering productivity tool for design-time use in Ignition Designer. It is not designed, tested, or licensed for use as, or within, any safety-critical, life-safety, emergency, protective, or real-time control function, including any application where failure could cause death, personal injury, or physical or environmental damage. You must independently review, test, and validate every project change before deploying it to any production or plant system. You remain responsible for decisions to deploy and operate projects you create with the Software.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  1. S5 SOFTWARE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, including lost profits or revenue, lost or corrupted data or projects, production loss, downtime, plant or process interruption, equipment or product damage, scrap, missed schedules, procurement of substitute goods, or business interruption, even if advised of the possibility, and regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise).
  2. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID US FOR THE MODULE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM AROSE (or US $100 if you paid nothing).
  3. These limits apply even if a remedy fails of its essential purpose, and they are an essential basis of the bargain. The Software would not be offered at these prices without them. Where law does not permit an exclusion (e.g., liability that cannot be excluded by statute), liability is limited to the minimum extent permitted.

10. Your indemnity

You will defend and indemnify S5 Software and its owners, employees, and agents against a third-party claim, and resulting damages, reasonable settlement amounts, and reasonable defense costs, to the extent caused by: (a) your content infringing another person's rights; (b) your unlawful or unauthorized use of the Software; (c) your material breach of this Agreement; or (d) your intentional misconduct. This obligation does not apply to the extent a claim is caused by S5 Software's own conduct. Ordinary use permitted by this Agreement does not, by itself, create an indemnity obligation.

We will give you reasonable notice of a covered claim and reasonable cooperation at your expense. You may control the defense with qualified counsel, but may not settle a claim in a way that admits fault by S5 Software, imposes obligations on it, or fails to release it without its prior written consent, not to be unreasonably withheld. We may participate with our own counsel at our expense. Failure to give prompt notice reduces your obligation only to the extent it materially prejudices the defense.

11. Term, suspension, termination

This Agreement continues for each license until that license expires or is terminated under this Section. A paid perpetual license does not end when Maintenance expires. An AI Assistant Subscription ends at the end of the paid period following cancellation, or after the 3-day failed-payment grace period described in §2. If you materially breach this Agreement, we may suspend or terminate the affected license after giving notice and a reasonable opportunity to cure when cure is possible. We may immediately suspend or terminate the affected license for intentional license circumvention, trafficking in license credentials, or conduct posing an immediate security threat. We will provide notice as soon as reasonably practicable in those cases. A dispute or breach concerning one license does not automatically terminate unrelated licenses.

When a license expires or is terminated, you must stop using the affected Module under that license and remove copies you no longer have a right to use. Sections 3, 5, and 7 through 10, 12 through 14, and accrued obligations survive to the extent their terms require. Refunds are governed by the Refund Policy and any rights that applicable law does not permit us to exclude or limit.

12. Intellectual property

The Software, including its design, prompts, rules, schemas, and documentation, is owned by S5 Software and protected by copyright, trade secret, and other laws. This is a license, not a sale; all rights not expressly granted are reserved. Your project content remains yours or your licensors' under applicable law. This Agreement does not grant you rights to S5 Software's source code or override applicable notices and license terms for third-party or open-source components. "Ignition" is a trademark of Inductive Automation, used nominatively.

13. Export and sanctions

You represent you are not on any restricted-party list and will comply with all applicable export control and sanctions laws in using the Software.

14. General

This Agreement is governed by the laws of the State of Ohio, without regard to its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to any non-waivable applicable law, any dispute arising out of or relating to this Agreement shall be brought exclusively in the state courts located in Logan County, Ohio, or the applicable federal court serving that county, and each party consents to the jurisdiction of those courts.

If you accept this Agreement on behalf of a company or other organization, you represent that you have authority to bind that organization to this Agreement.

Nothing in this Agreement excludes or limits any warranty, liability, remedy, or other right that applicable law does not permit to be excluded or limited.

If a provision is unenforceable, the remaining provisions continue to apply to the extent permitted by law. A failure or delay to enforce a provision is not a waiver of the right to enforce it later. Neither party may assign this Agreement or a license without the other party's prior written consent, except where applicable law provides otherwise; the Individual workstation switch in §2 is not an assignment.

This Agreement and the applicable purchase terms govern your license and use of the Software; the Refund Policy governs refund requests, and the Privacy Policy explains personal information handling. If a separately signed agreement with S5 Software expressly covers the same Module and conflicts with this Agreement, the signed agreement controls to the extent of that conflict. Applicable third-party and open-source notices govern the components they cover. Changes to this Agreement apply to licenses acquired after the stated effective date, or to an existing license if you affirmatively accept the revised terms. Merely posting a revision does not change an existing perpetual license.

Questions: support@s5modules.com.