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Echelon Download Center Terms of Use

Please read and click "I ACCEPT" at the bottom of the screen if you accept the software agreement.

SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you and Echelon Corporation ("Echelon"). Echelon has made certain software available for downloading in the Download Center area of Echelon's web site ("Software") and accompanying documentation. For purposes of clarification, the terms and conditions of this Software License Agreement apply only to the Software and accompanying documentation which is available for downloading in the Developer's ToolBox area of Echelon's web site; provided that Software includes any upgrades or updates thereto provided by Echelon. The terms and conditions of this Software License Agreement are superseded by any license agreement that is presented upon download of the Software or by any license agreement that accompanies the Software. Before downloading or using the Software, you must register as set forth below. YOU MUST READ AND AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT BEFORE ANY SOFTWARE CAN BE DOWNLOADED OR INSTALLED OR USED. BY CLICKING ON THE "ACCEPT BUTTON", OR REGISTERING AS SET FORTH BELOW, OR DOWNLOADING SOFTWARE, OR INSTALLING SOFTWARE, OR USING SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT, THEN YOU SHOULD EXIT THIS PAGE AND NOT REGISTER OR DOWNLOAD OR INSTALL OR USE ANY SOFTWARE. BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO DOWNLOAD OR INSTALL OR USE SOFTWARE OBTAINABLE FROM THE ECHELON.COM WEB SITE AND/OR ANY OTHER ECHELON OWNED, OPERATED, LICENSED OR CONTROLLED SITE.

Echelon grants you a non-exclusive, non-transferable license to use the copy of the Software and documentation contained in files provided or made available by Echelon to you in the Developer's ToolBox area of the echelon.com web site according to the terms set forth below.

LICENSE

You may:
(a) download the Software onto your computer,
(b) use the Software only for internal purposes on one computer,
(c) make a limited number of copies of the Software solely to exercise the rights granted above and for backup purposes, provided that you reproduce, unaltered, all proprietary notices on or in the copies,
(d) physically transfer the Software from one computer to another, provided that the Software is removed from the computer on which it was previously used and the Software is used on only one computer at a time,
(e) prepare derivative works of the Software (but only to the extent the Software is provided by Echelon in source code format), and
(f) reproduce, distribute and transmit the Software (and your derivative works thereof, if applicable) (but only in object code format) provided that you reproduce, unaltered, all proprietary notices on or in the copies.

You may not:
(a) copy the Software (except as expressly permitted above), or copy the accompanying documentation,
(b) modify, translate, reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Software, including without limitation any such mechanism used to restrict or control the functionality of the Software, or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Software (except to the extent that such activities may not be prohibited under applicable law or to the extent that the source code of the Software has been provided by Echelon to you);
(c) alter, adapt, modify or translate the Software or accompanying documentation in any way for any purpose, including without limitation error correction (except as expressly permitted above);
(d) sell, rent, transfer, resell, distribute, transmit, or grant any rights in the Software or create derivative works based upon the Software or accompanying documentation or any part thereof (except as expressly permitted above); or
(e) export or reexport, directly or indirectly, the Software or accompanying documentation into any country prohibited by the United States Export Administration Act or other laws and the regulations thereunder.

This license is not a sale. Title and copyrights to the Software, accompanying documentation and any copy made by you remain with Echelon. Unauthorized copying of the Software or the accompanying documentation, or failure to comply with the above restrictions, will result in automatic termination of this license and will make available to Echelon other legal remedies. You remain solely responsible for support, services, upgrades or other technical assistance with respect to the Software and derivative works thereof, and will indemnify and hold Echelon harmless from all cost, loss, liability and expense arising from your use or distribution of the Software or derivative works thereof. You may make appropriate and truthful reference to Echelon and Echelon products and technology in your company and product literature; provided that you properly attribute Echelon's trademarks. No license is granted, express or implied, under any Echelon trademarks, trade names, or service marks.

TERMINATION

This license will continue until terminated. Unauthorized copying of the Software or failure to comply with the above restrictions will result in automatic termination of this Software License Agreement and will make available to Echelon other legal remedies. This license will also automatically terminate if you go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, or suffer or file any similar action in any jurisdiction in consequence of debt. Upon termination of this license for any reason you will destroy all copies of the Software. Any use of the Software after termination is unlawful. The provisions relating to disclaimer of warranties and of technical support, limitation of liability, and the paragraph entitled "General" shall survive the termination of this license.

DISCLAIMER OF WARRANTIES AND OF TECHNICAL SUPPORT

ALL SOFTWARE IS PROVIDED "AS IS" AND WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND. ECHELON MAKES AND YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH YOU, AND ECHELON SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NONINFRINGEMENT AND THEIR EQUIVALENTS. Echelon does not warrant that the operation of the Software will be uninterrupted or error free or that the Software will meet your specific requirements.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

LIMITATION OF LIABILITY

IN NO EVENT WILL ECHELON BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOST PROFITS, COST OF COVER, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF ECHELON OR AN AUTHORIZED DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

SAFE OPERATION

YOU ASSUME RESPONSIBILITY FOR, AND HEREBY AGREE TO USE YOUR BEST EFFORTS IN USING SOFTWARE LICENSED HEREUNDER TO PROVIDE FOR SAFE OPERATION THEREOF, INCLUDING, BUT NOT LIMITED TO, COMPLIANCE OR QUALIFICATION WITH RESPECT TO ALL SAFETY LAWS, REGULATIONS AND AGENCY APPROVALS, AS APPLICABLE. THE NEURON CHIP, LONTALK PROTOCOL, NEURON CHIP FIRMWARE, LonWorks NETWORK INTERFACES, AND THE SOFTWARE ARE NOT DESIGNED OR INTENDED FOR USE AS COMPONENTS IN EQUIPMENT INTENDED FOR SURGICAL IMPLANT INTO THE BODY, OR OTHER APPLICATIONS INTENDED TO SUPPORT OR SUSTAIN LIFE, FOR USE IN FLIGHT CONTROL OR ENGINE CONTROL EQUIPMENT WITHIN AN AIRCRAFT, OR FOR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE NEURON CHIP, LONTALK PROTOCOL, NEURON CHIP FIRMWARE, LonWorks NETWORK INTERFACES, OR THE SOFTWARE COULD CREATE A SITUATION IN WHICH PERSONAL INJURY OR DEATH MAY OCCUR, AND YOU SHALL HAVE NO RIGHTS HEREUNDER FOR ANY SUCH APPLICATIONS.

LANGUAGE

The parties hereto confirm that it is their wish that this Software License Agreement, as well as other documents relating hereto, have been and shall be written in the English language only.

Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s'y rattache, soient rédigés en langue anglaise.

GENERAL

This Software License Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods; rather, this Software License Agreement shall be governed by the laws of the State of California, including its Uniform Commercial Code, without reference to conflicts of laws principles. This Software License Agreement is the entire agreement between us and supersedes any other communications or advertising with respect to the Software and accompanying documentation. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this Software License Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Software License Agreement shall continue in full force and effect. All Echelon products and publications are commercial in nature. Use, duplication, or disclosure by the United States Government is subject to the restrictions set forth in DFARS 252.227-7013, DFARS 252.227-7015 and FAR 52.227-19. The Software and accompanying documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying documentation by the U.S. Government shall be governed solely by the terms of this Software License Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Software License Agreement. Any technical data provided that is not covered by the above provisions is deemed to be "technical data-commercial items" pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b). You understand that Echelon is subject to regulation by agencies of the U.S. government, including, but not limited to, the U.S. Department of Commerce, which prohibit export or diversion of certain technical products to certain countries. You warrant that you will comply in all respects with the Export Administration Regulations and all other export and re-export restrictions applicable to the Software and documentation licensed hereunder. The person agreeing to this Software License Agreement represents and warrants that such person is authorized to bind and does so bind his or her principal or employer and has adequate legal capacity to enter this Software License Agreement. You may not assign this Software License Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Echelon. Subject to the foregoing sentence, this Software License Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

Last Revised 8/12/2002

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