IMPORTANT! BY USING, OR ACCESSING ANY OF OUR CME PRODUCTS, or CME SOFTWARE INCLUDING UPDATES AND UPGRADES THEREOF, YOU CONCLUDE A LEGALLY BINDING AGREEMENT BASED ON THE TERMS OF THIS CME END USER LICENCE AGREEMENT (“AGREEMENT”) WITH THE CME GROUP OF COMPANIES NAMELY C.M.E. BLASTING & MINING EQUIPMENT LTD., CME MANUFACTURING AND LOGISTICS AB and CONSTRUCTION-MINING-EQUIPMENT AB (collectively “CME” OR “WE” OR “US”) ON BEHALF OF YOURSELF, UNLESS YOU ARE ACTING AND AUTHORIZED TO ACT FOR A COMPANY OR OTHER ORGANIZATION IN WHICH CASE THE AGREEMENT IS WITH SUCH ORGANIZATION AND ANY REFERENCES TO “YOU” HEREIN MEANS SUCH ORGANIZATION.
Unless the context requires otherwise:
“Authorized Users” has the meaning given to it in clause 9(b)(x).
“CME CONNECT” means the software that enables registered users to access the CME Knowledge Base, Materials and on-going technical support for the appropriate CME Grinding Systems manufactured, distributed or sold by CME and registerable on the CME CONNECT portal or Custom Portal including on-line manuals, drawings, spare part lists, videos, articles that are available only by secure login for registered CME Grinding Systems manufactured, distributed or sold by CME or an authorized CME distributor or re-seller;
“CME CONNECT Portal” contains the CME Knowledge Base, CME Documentation and on-going technical support for the CME Products including on-line manuals, drawings, spare part lists, videos, articles that are available only by secure login for registered CME Grinding Systems sold under the CME brand;
“CME Documentation” means any documentation relating to the maintenance and operation of the CME Software or the CME Products;
“CME Grinding Systems” means apparatus for grinding the hard metal inserts or working tips of rock drill bits including Robot Arms, Jumbo Pro, Mini Junior Pro and Electric Mini Junior Models Grinding Systems and any other grinding system manufactured by CME from time to time and sold under the CME brand or private labelled for a specific customer.
“CME Knowledge Base” means the CME designed self-serve search engine on the CME CONNECT Portal to help registered users find relevant information and answers to questions that they may have about a specific topic particularly service and maintenance.
“CME Products” means the various hardware products comprising the CME Grinding Systems including the CME branded or private labelled grinding machines, handheld grinders, grinding cups and other parts intended and suitable for use with the CME Grinding Machines, which have been manufactured by or with the approval of CME;
“CME Microprocessors” means removable microprocessors in which the CME Software is embedded and which are intended to be installed into the control modules of the CME Grinding Systems.
“CME Software” means the software and/or computer programs including all source code, CME CONNECT, CME Knowledge Base and Dashboard, which are intended for use in operating the CME Grinding Machines, and which are supplied by CME;
“Custom Portal” contains the CME Knowledge Base, CME Documentation and on-going technical support for the CME Products manufactured by CME but private labelled for a particular customer including on-line manuals, drawings, spare part lists, videos, articles that are available only by secure login for registered CME Grinding Machines manufactured by CME but private labelled for a particular customer;
“Dashboard” means the software and graphical user interfaces to monitor and manage performance and productivity data for the CME Products located on the CME CONNECT Portal at https://connect.cme.se or on any Custom Portal;
“Data Protection” means the process of protecting sensitive information from damage, loss, or corruption.
“Licence” means the licence given in this Agreement, or any amended Agreement applicable at any material time;
“Permitted Transferee” has the meaning given to it in clause 5.
“Upgrade” means an amendment, improvement, error correction, adaptation or any other version of the CME Software.
Upon You purchasing a CME Grinding System from CME or an authorized CME distributor or re-seller, CME will extend to You a Licence to use the CME Microprocessors, CME Knowledge Base, Dashboard and CME Software necessary to operate the CME Grinding System which has been purchased, on the terms set out in this Agreement.
You acknowledge and agree that You shall not acquire any ownership or proprietary right, title or interest in or to the CME Software or the CME Microprocessors. Title in and to the CME Software and the CME Microprocessors shall at all times remain with CME. You acquire a licence only to use and apply the CME Microprocessors and the CME Software on the terms of this Agreement.
The CME Software, the CME Knowledge Base and the Dashboard are the subject of copyright, and CME claims all exclusive rights to such CME Software, including CME Software embedded in a CME Microprocessors, the CME Knowledge Base and the Dashboard, except as licensed to You in accordance with the terms of this Agreement.
CME grants You a limited, revocable, non-transferable (except in respect of transfers to other subsidiaries directly or indirectly owned and/or controlled by You (“Permitted Transferee”), non-exclusive, royalty free and fully paid-up licence (“Licence”) to use the CME Software and any CME Microprocessors on the terms of this Agreement in connection with the specific CME Grinding System on which it was installed by CME.
This Licence entitles You to use the CME Microprocessors and the CME Software, solely for your own business purposes and solely in connection with your use, maintenance, servicing and repair of the CME Grinding System to which it relates so long as You comply with all terms and conditions of this Agreement and terminates automatically if this Agreement is terminated.
Your rights in the Licence may not be assigned, transferred or sublicensed, except to Your Permitted Transferee for the purpose of using any CME Grinding Systems transferred to it provided the Permitted Transferee has registered its interest through the CME CONNECT Portal or Custom Portal and agrees to be bound by the terms of this Agreement in force at that time. You must procure the Permitted Transferee to do that before it is given access and use of the relevant CME Grinding System.
In order to comply with CME’s obligations regarding providing technical support, information on available Upgrades, Data Protection and to ensure the CME Grinding Systems are only operated by Authorized Users, upon the lease or re-sale by You of a CME Grinding System to an end customer in the ordinary course of your business or sale to a subsequent purchaser, You will advise CME through the CME CONNECT Portal or Custom Portal of the details of the end customer or subsequent purchaser and, as a condition of the Licence being transferred or sublicensed to the end customer or subsequent purchaser to enable it to have use of the CME Software [and the CME Microprocessor embedded in such machine] You must procure such end customer or subsequent purchaser to register its interest through the CME CONNECT Portal or Custom Portal, upon which CME will grant the end customer or subsequent purchaser a new license in respect of the CME Software and the CME Microprocessor embedded in such machine and provide new login identification and passwords to the end customer or subsequent purchaser upon registration through the CME CONNECT Portal or Custom Portal. You must procure that end customer or subsequent purchaser to do that within seven (7) days of the date of lease or sale of the relevant CME Grinding System.
You may not extract, copy or use the CME Microprocessors or the CME Software in connection with any other product or for use on any other device or for any other purpose or application.
CME retains all rights in registered and unregistered trademarks applied to or in connection with the CME Products sold under the CME brand. You shall not remove or attempt to remove any CME trademarks from the CME Products, the CME Microprocessors or the CME Software.
CME Products may contain technological measures (including the ability to disable the CME Products) designed to prevent the illegal use of CME Software or other violations of this Agreement or applicable law. You agree not to circumvent or attempt to circumvent such measures.
We shall endeavor to continuously improve our CME Products and CME Software and may, from time to time, cause Updates to be automatically installed in the CME Software with or without prior notification to You, provided that We are not obligated to fix any bugs that do not in a material way, impair or affect, the use, utilization, reliability, security, safety or functionality of the CME Products. You hereby consent to such automatic installations. In some cases, we may provide access to Updates through our website or CME CONNECT Portal, Custom Portal or provide the Upgrades to you embedded in new CME Microprocessors. You agree to use only the Updated CME Software once it has been installed or made available. You agree that the terms of this Agreement continue to apply in respect of the Upgrade.
You acknowledge that:
a) the CME Software and the CME Microprocessors are integral components of the CME Grinding Machines and other CME Products and have been designed to work together.
b) CME has expended substantial time and resources in the design and manufacture of these components, to ensure that the components work together optimally.
c) The CME Software has been written with the premise that only CME Products will be used in connection with the CME Software. Use of parts and/or grinding cups which have not been manufactured by or with the approval of CME, or which are not intended or suitable for the relevant CME Grinding Machines, may cause the CME Software, and/or the CME Grinding Machine to malfunction or operate in a less than optimal manner.
As a term of this Agreement and the Licence, to the fullest extent permissible under applicable law, You agree that You:
a) will register the CME Grinding Machines in Your possession on the appropriate CME CONNECT Portal or Custom Portal and update the registration as required;
b) will not at any time, now or in the future (either directly or indirectly) and must ensure that Your personnel using the CME Products do not:
i. use software, grinding cups or other parts on the CME Grinding System that are not intended or suitable for that CME Grinding System;
ii. modify, translate, reverse engineer, decompile or disassemble the CME Software or permit others to do so;
iii. copy or make an adaptation of the CME Software or the CME Documentation;
iv. remove, alter, deface or tamper with any proprietary notices or labels, marks, or plates affixed on the CME Software or CME Documentation;
v. sell, rent, lease, bargain, convey, pledge, transfer, or otherwise transfer rights to the CME Software, CME Microprocessors or CME Documentation to a third party, other than in accordance with this Agreement;
vi. distribute the CME Software by any means, including, but not limited to, Internet or other electronic distribution, direct mail, retail mail or other means to a third party; or
vii. export or re-export any CME Software or CME Microprocessors directly or indirectly in contravention of applicable laws and regulations;
viii. attempt, or cause, permit, procure or encourage any other person to do any of the foregoing;
ix. share login identification and/or passwords with any third parties. Properly trained personnel (designated “Authorized Users”) who will be operating the CME Products will require separate login identification and/or passwords.
You acknowledge and agree that any feedback, input, suggestions, recommendations, troubleshooting information or other similar information that You provide or which is made available to us (whether directly or through a reseller including in the course of utilizing support, maintenance or other services) may be used by us to modify, enhance, maintain and improve the CME Products, CME Software and CME Microprocessors and shall become our exclusive property without any obligation or payment to You or to any of Your end customers whatsoever.
You acknowledge that CME has the right to require You to provide to CME, by registration on the CME CONNECT Portal, Custom Portal or otherwise, the serial number(s) and other identifiers of the associated CME Products in Your possession to CME to verify that a Licence is assigned correctly, provide or offer to provide any Upgrade that may be available and/or to enable the immediate recall of any CME Products or batches of CME Products.
Each party reserves the right to terminate this Agreement in whole or in part by giving written notice to the other party (“Defaulting Party”) if: (a) the Defaulting Party is in materially breach or otherwise fails to comply with any material provision of this Agreement and such breach remains unremedied seven (7) days after written notice is given by the Defaulting Party demanding that it be rectified; (b) the Defaulting Party becomes insolvent or bankrupt; (c) the Defaulting Party reorganizes their business, makes an assignment under or otherwise takes advantage as a debtor of, bankruptcy or insolvency laws, including having a trustee or receiver appointed; (d) any steps are taken to wind up or otherwise terminate the Defaulting Party’s existence as a legal entity; or (e) the Defaulting Party ceases operating their business. You may terminate the grant of rights to use the CME Software by ceasing use of same.
CME may also terminate this Agreement by giving You written notice if any promise you made to CME, or information you gave to CME, is untrue or inaccurate or incomplete or misleading in any material respect and in circumstances which may materially increase CME’s risk and You do not provide true, accurate and complete information within seven (7) days of being requested to do so by CME.
If CME becomes entitled to terminate this Agreement, CME may elect to suspend your access and use of the CME Software until such time as the breach giving rise to CME’s right to terminate this Agreement has been remedied upon giving written notice to You, but as long as the breach remains unremedied CME may terminate this Agreement on giving written notice to You.
Upon any termination of this Agreement: (i) any and all rights granted to You under this Agreement (including the Licence) shall immediately cease; (ii) You shall at our direction either return to us or destroy, to the extent practicable, all copies of the CME Software in Your possession or control; (iii) if so requested by us, You shall certify in writing that all such copies of the CME Software in Your possession or control have been destroyed.
Except as otherwise provided herein, this Agreement and any rights granted to You under this Agreement (including the Licence) may not be transferred or assigned by You, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void and deemed a material breach of this Agreement. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the respective successors and permitted assigns of You and us. This Agreement may be assigned or novated by us in our sole discretion by way of written notice to You.
If Your headquarters are located in: (a) Europe, then this Agreement will be governed by and construed under the laws of Sweden. Each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the courts of Sweden and the Swedish courts for any claim related to this Agreement or the CME Products and agrees not to bring any action, claim, suit or proceeding against the other party, its affiliates or agents (or any officer, director, or employee thereof) other than in such courts; or (b) anywhere else in the world, then this Agreement will be governed by and construed under the laws of the Province of Ontario, Canada and each party hereby irrevocably attorns and agrees to the exclusive jurisdiction of the provincial and federal courts of the Province of Ontario with respect to any disputes. In all cases, all disputes under this Agreement will be determined without giving effect to conflict of laws principles and without reference to the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
The Parties agree to attempt in good faith to resolve all disputes between them promptly and in a amicable manner. If the dispute is not resolved within thirty (30) days, the dispute, controversy or claim may be finally settled by arbitration in a mutually agreeable location and in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. All arbitrators will be required to have expertise in, or relevant to, the matters or issues which are the primary focus of the arbitration. All proceedings shall be conducted in the English language. The arbitration award shall be binding on the Parties.
Without limiting or excluding the Customer’s rights under any applicable law which cannot be excluded or carried by contract, this Agreement, any terms in the purchase order or CME invoice, Terms of Use for access to the CME CONNECT Portal or Custom Portal between the parties constitute the entire agreement between CME and the Customer and supersedes all other prior agreements, whether oral or in writing. The headings in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
To the extent that any provision of this Agreement is inconsistent with the competition or other laws of any jurisdiction applicable to the operation of this Agreement, or is declared by a court or other lawful authority of competent jurisdiction to be void, voidable, invalid, illegal or unenforceable, such provision must firstly be read down to the extent capable of being read down and not acted upon so as to give effect to the intent of the parties in so far as possible and You and we will use our respective best efforts to substitute a new provision of like economic intent and effect for the void, voidable, illegal, invalid or unenforceable provision, and if such provision is stil lvoid, voidable, illegal, invalid or unenforceable such provision shall be severed and deleted and the remainder of this Agreement shall continue in full force and effect with respect to all other provisions.
No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and accepted by the party against whom the same is sought to be enforced. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitutea waiver of such right or any other rights hereunder.
Copyright © 2025 CME Group of Companies namely C.M.E. Blasting & Mining Equipment Ltd. and its affiliate Construction-Mining-Equipment AB (collectively " CME") – All rights reserved.
October 30, 2023