The Rockwell Automation Software and Cloud Services Agreement (SCSA) is the licence contract for all Rockwell Automation software and cloud services. It is a legal contract between the customer and Rockwell Automation, meaning Rockwell Automation, Inc., a Delaware corporation, and its Affiliates.[1] The customer accepts it by downloading, installing, copying or otherwise using the Software or Cloud Services.[1] The SCSA has four Articles. Article 1 holds common terms, with specific software legal terms in Part A and general commercial and legal terms in Part B. Article 2 covers Cloud Services, Article 3 covers On-Premise Software, and Article 4 adds product-specific terms. Article 4 prevails if it conflicts with the rest of the agreement or an Order Form.[1] Support is governed by the separate Software Support Services Policy. Where the Policy conflicts with the SCSA, the SCSA prevails.[2] This page walks through the terms a software asset manager relies on when computing an effective licence position or preparing for a review. The product metrics are covered in Rockwell Automation licensing.
Editions
The SCSA has no editions. It applies whether the software is bought directly from Rockwell Automation or through an authorized distributor or reseller, and no reseller may modify it or an Order Form.[1] The Order Form sets out the Software purchased, the Term of Use and the Use Type. Where it conflicts with the agreement, the Order Form governs.[1] For on-premise Software, the Activation Certificate may also state the Use Type and Term of Use.[1] Purchase orders cannot add terms. Additional or different terms in a customer purchase order are deemed rejected.[1]
Metrics
The metric vocabulary is the Use Type. For locally installed Software it is Named Use, Device Use, Site Use, Capacity-Based Use, Capability Use or a subscription licence. For Cloud Services it is subscription access. Use Types can be combined.[1] Article 3 defines each Use Type, and adds Concurrent Use, which is capped at the number of valid activations in the Order Form.[1] Catalog rows: Named Use, Device Use, Site Use, Capacity-Based Use, Capability Use.
A Permitted User is an individual authorized by the customer, or a device accessing or using the Software. Permitted Users may be employees, consultants, subcontractors, suppliers, business partners and customers who use the Software solely to support the customer’s internal business purposes.[1] The customer is responsible for all use by Permitted Users, and any failure by them to comply is a breach by the customer.[1]
Counting / floors
Restrictions that affect counting (Rev. April 2026). Section 1.4 lists the use restrictions. The customer may not use the Software in breach of the metrics and usage limits in the Order Form, including authorized users. It may not pool connections, reroute information or otherwise reduce the number of required licences. It may not sublicense, rent, resell, lease, lend or transfer the Software, or make it available to third parties, except as the agreement expressly allows. It may not work around technical restrictions such as password protection. Benchmarking and other competitive uses are forbidden. Finally, it may not use tools, interfaces, utilities or command lines for purposes Rockwell Automation has not authorized.[1] Catalog proof: Pooling connections or rerouting to reduce licences is prohibited; Automation interfaces with unauthorised third-party software prohibited.
On-premise copies and use. Copies are permitted for internal archival backup, and for installation within the organization where the customer has purchased licences for those copies. Copying a Software image needs prior written consent and the required licences. After an upgrade, the prior version may not be transferred to another user.[1] The Software may not be hosted as an application service provider for third parties, and component parts may not be separated for independent use. It may run on only one architecture and one operating system at a time. Where a Designated Location or designated Device is specified, use is limited to it.[1] Catalog proof: Copies only for archival backup or for purchased installations; No hosting as an application service provider for third parties; One architecture and one operating system at a time; no splitting components.
Authorized-source requirement. Software and firmware for a Rockwell Automation product may be downloaded and used only if the product was legitimately acquired directly from an authorized Rockwell Automation source and has no unauthorized modifications. The SCSA’s example is a product bought from an unauthorized online reseller, which carries no right to download Software or firmware updates.[1] Catalog proof: Software for a product only if the product came from an authorised source.
Floors. The SCSA sets no minimum quantities.
Virtualization & partitioning
A Device is “any physical or virtual environment, node, server, computer, or other digital workstation” that runs, accesses or uses the Software. A Server is any Device that hosts Software used by another Device, and a Client is a Device that runs, accesses or uses the Software on a Server, directly or indirectly.[1] The agreement has no partitioning or host-level counting rule. Catalog proof: Device includes physical and virtual environments.
Cloud / BYOL
Article 2 adds Cloud Services terms. Access Credentials may not be shared with any other person, entity or device.[1] Rockwell Automation may monitor use of the Cloud Services to ensure compliance.[1] It may charge for usage above the level authorized in the Order Form.[1] The availability target is an average of at least 99.9% per month, excluding Permitted Unavailability. If the target is missed in two consecutive months, the customer may terminate the affected Cloud Service within 30 days and receive a prorated refund.[1] After termination or expiry, the customer has 10 days to download its data.[1] Cloud Services may not be used to process or store government confidential, classified or controlled data.[1] Catalog proof: Cloud Services use may be monitored and overage charged.
Programs
Subscription and perpetual support (July 2023). A subscription includes Support Services for the Software’s Term of Use. A perpetual licence is bundled with Support Services for a Term of Use set in the Order Form, which may differ from the Software’s own term. Support must then be renewed at the then-current fee.[2] Support renews automatically unless notice is given at least 90 days before expiry.[2] Catalog rows: Software Support Services, Software subscription, Perpetual with Maintenance.
Lapse and reinstatement. Without renewal the customer has no access to Support Services, and the Software is not updated after the term expires. A customer cannot reactivate or transfer Support Services unless it is current on all fees and buys new Support Services at then-current prices, with a Term of Use beginning on the date the previous support expired. The rule covers end users, resellers, partners, distributors and system integrators, and applies to any provider of Rockwell Automation Software.[2] Reinstatement therefore costs the whole gap period. For Studio 5000, new version releases after purchase are available only to licence owners under Software Support coverage.[3] FactoryTalk Activation Manager shows a Support Expires date for each product.[4] Catalog proof: Lapsed support: no updates; reactivation backdated to expiry.
Unsupported and deprecated software. Unsupported Software gets no Support Services, updates, patches or telephone help. It includes deprecated releases and software supplied without support, such as trials, evaluation, diagnostic or pre-release versions and samples. If Rockwell Automation deprecates software during a paid support term, it gives reasonable notice and refunds the prepaid, unused support fees pro rata.[2] ThinManager has its own Software Maintenance plan, separate from TechConnect.[5]
Trial, preproduction and academic use. Trial Software may be used for 30 days unless otherwise agreed in writing. Trial, preproduction and complementary software are provided as-is.[1] Academic Use Software is limited to teaching and research, and commercial use is prohibited.[1] Catalog proof: Trial Software may be used for 30 days; Academic Use Software is for teaching and research only.
Contract terms
Grant. The licence is limited, personal, non-transferable and non-exclusive, and is for the customer’s own internal business purposes. It depends on compliance, timely payment and compliance with any activation process.[1] The Software is licensed, not sold, and Rockwell Automation or its licensors keep title and all intellectual property rights.[1] Catalog proof: Licence is limited, personal, non-transferable and for internal business purposes.
Term, renewal and termination. The agreement runs for the Term of Use in the Activation Certificate or Order Form. Each offering then renews automatically unless either party gives written notice at least 90 days before expiry.[1] The customer may terminate on 60 days’ notice. Unless the Order Form says otherwise, fees paid are non-refundable and subscription fees remain due for the rest of the subscription term. Rockwell Automation may terminate for an uncured breach after 30 days. On termination the customer must stop using the Software and return or destroy all copies.[1] Invoices are due net 30 days, and fees are non-refundable and non-cancellable except as the agreement or an Order Form provides.[1] Catalog proof: Term of Use renews automatically unless 90 days’ notice; Customer termination does not refund fees; subscription fees remain due.
Assignment and system integrators. Software bought through the Rockwell Automation Commerce Portal may be assigned using the self-service transfer function in the My Subscription dashboard. Any other assignment needs Rockwell Automation’s prior written consent and is void without it.[1] A system integrator or VAR that has built the Software into a Reseller/VAR Product may assign it to the end customer only after the end customer accepts the SCSA and the integrator completes the software transfer registration notice in its online account.[1] An asset manager taking over a plant from an integrator should confirm that this registration was completed. Catalog proof: Assignment needs consent except Commerce Portal self-service transfer; see Reseller/VAR Product transfer.
Intellectual property and infringement. Rockwell Automation may seek equitable relief, without posting a bond, for a material breach that adversely affects its intellectual property rights.[1] It defends and pays final awards in third-party suits claiming that the design of the Software infringes a patent, utility model, copyright or trademark in the country of purchase. The indemnity does not cover claims arising from customer specifications, use in a customer or third-party process, combinations with non-Rockwell products (including Reseller/VAR Products), or failure to install an update.[1] If Rockwell Automation terminates an infringing licence, the refund for perpetual Software is prorated over 36 months on a straight-line basis. For subscription Software it covers the rest of the term.[1]
Liability, law and export. Cumulative liability is capped at the licence fees paid for the Software giving rise to the claim during the 12 months before the first event.[1] Wisconsin law governs, and actions are brought in the state or federal courts of Wisconsin.[1] The Software and services may not be delivered to or used in Russia or Belarus, or supplied to persons ineligible under export laws.[1]
Data. The customer keeps ownership of Your Data, including usage data. It grants Rockwell Automation a licence to use that data for the services and product improvement, and to use anonymized statistical and aggregated data derived from it.[1]
Audits and compliance
Section 1.19 lets Rockwell Automation “or its designee” audit the customer’s use of the Software for compliance on reasonable notice. The customer agrees to cooperate fully with Rockwell Automation and its authorized agents, who comply with the customer’s reasonable security regulations while on its premises. If the audit reveals any use not in full compliance, the customer reimburses Rockwell Automation for all reasonable audit expenses, in addition to any other liability for the non-compliance.[1] Catalog proof: Rockwell Automation may audit use on reasonable notice; customer pays audit costs if non-compliant.
Three features of the clause matter in practice:
- No notice period or frequency limit. The clause requires only “reasonable notice”. It sets no number of days and no limit on how often audits may happen.[1]
- No materiality threshold. Costs shift on any use “not in full compliance”. The clause states no minimum percentage of under-licensing.[1]
- Third-party auditors. The designee wording allows an external firm to run the review.[1]
On top of the audit right, Rockwell Automation may monitor Cloud Services use and charge for overage.[1] Operational data from autonomous mobile robot products may also be used to verify compliance with the agreement.[1] For on-premise products, the primary evidence of entitlement is the set of Order Forms and Activation Certificates. The FactoryTalk Activation Manager Available Activations table, with its Total, In Use, Borrowed and Support Expires columns, shows the deployed position.[4] See Rockwell Automation FactoryTalk Activation, software license audit and effective license position.
Out of scope
- Data Processing Addenda and the privacy policy referenced in SCSA §1.12.3.
- Enterprise TechConnect and other signed service agreements.
- Plex and Fiix customer care plans.
- Country-specific versions of the SCSA, if any. This page follows the US English page, which says the English version prevails.
- Litigation history. No Rockwell Automation software-audit or licence-enforcement case is recorded here, because none was found in vendor-owned sources.