Software License Agreement

SOFTWARE DEVELOPMENT TOOLS LICENSE AGREEMENT
Version 1.0, 12 August 2010

Thank you for using Crestron software development tools. By downloading, installing, copying, or otherwise using the software, you represent that you are either an authorized dealer ("Dealer") of Crestron products, or a Crestron authorized partner ("Partner") and you agree to be bound by the terms of this license agreement (the "AGREEMENT "), which is a legal contract between you (either an individual or a single business entity) and Crestron electronics, inc. ("Crestron"). If you do not agree to the terms of this agreement, do not install or use the software.


] PREAMBLE

A. You ("Dealer" or "Partner") must agree to the "License Terms and Conditions", listed below, by checking the "I Agree" checkbox at the bottom of this page before downloading or installing any Crestron software development tools (the "Software") from Crestron's web site or FTP servers.

B. By clicking the "I Agree" checkbox, below, or by downloading, installing, copying, or otherwise using the Software, which includes the media on which You received it, if any, You represent that You are an authorized dealer of Crestron products, or a Crestron authorized partner.

C. By clicking the "I Agree" checkbox, below, or by downloading, installing, copying, or otherwise using the Software, which includes the media on which You received it, if any, You also agree to the License Terms and Conditions listed below.

D. If You do not accept the terms of this AGREEMENT: (i) Click the "Do Not Accept" button; (ii) DO NOT install the software; and (iii) Return all software, media, and other documentation and materials associated with the Software to Crestron.


] LICENSE TERMS AND CONDITIONS

1. DEFINITIONS
As used in this AGREEMENT, Capitalized terms not defined above shall have the following definitions:

1.1 "Crestron" means Crestron Electronics, Inc., located at: 15 Volvo Drive, Rockleigh, New Jersey 07647.

1.2 "Crestron Device" means any device designed, manufactured, or sold by or for Crestron.

1.3 "Dealer", "Partner", "You" (or the possessive thereof) means the individual or single business entity that has entered into this AGREEMENT with Crestron.

1.4 "Develop" (or any conjugation thereof) means author, conceive, create, discover, design, engineer, prepare, reduce to practice, or otherwise develop.

1.5 "Distribute" (or any conjugation thereof) means sale, license, distribute, provide online access or otherwise make available (or such conjugation as the context may require).

1.8 "Effective Date" means the date that the End-User has accepted this AGREEMENT, such as by checking the "I Agree" checkbox.

1.9 "Party" (or the plural thereof) means the parties to this AGREEMENT, specifically Crestron and/or an authorized Dealer or an authorized Partner who agrees to use Crestron software development tools in accordance with this AGREEMENT.

1.10 "Software" means any Crestron software development tools, object code, source code, and binary libraries by Crestron under this AGREEMENT and includes, as applicable, associated media, printed materials, and ‘online' or electronic documentation.

2. LICENSE AND OWNERSHIP

2.1 Ownership. The Software is licensed and not sold. Crestron retains ownership of the Software and all copies of the Software and reserves all rights not expressly granted in writing, unless applicable law gives You more rights despite this limitation. You may use the Software only as expressly permitted in this AGREEMENT.

2.2 License Grant. Subject to the terms of this AGREEMENT, and provided that the Software is used only for the purpose of Developing software for Crestron Devices and that You shall not use the Software for any other purpose, Crestron hereby grants You, and You hereby accept, a non-exclusive, non-sublicensable, nontransferable, limited license to use the Software as follows:
(a) freely use any source code and binary libraries as provided by Creston on a central processing unit ("CPU") owned or leased or otherwise controlled exclusively by You for commercial gain; and
(b) use the Software only as authorized in this AGREEMENT and in accordance with any related explanatory files and written materials provided by Crestron, directly or indirectly (via distributors) in the download file package containing the Software (or on the CD-ROM or other file transfer means).

2.3 Distribution. You may re-distribute any of the binary libraries specifically named in the Crestron Approved Re-distribution List included with the Software. You may not re-distribute any source code provided by Crestron as part of the Software.

2.4 Backup Copy. You may make one backup copy of the Software provided by Crestron under this AGREEMENT. You may use the one Backup Copy only to reinstall the Software.

2.5 Sublicense. You may not sublicense or otherwise transfer or assign any interest in or to the Software to any third parties.

2.6 Copyright.
(a) The Software is protected by copyright laws and international treaty provisions. Therefore, You must treat the Software like any other copyrighted material, subject to the provisions of this AGREEMENT.
(b) All title and copyrights in and to the Software (including, without limitation, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying media and printed materials, and any copies of the Software are owned by Crestron or its suppliers.

2.7 Trademarks. You shall not remove or conceal any trademark or proprietary notice of Crestron from the Software including any back-up copy.

2.8 Submissions. Should You decide to transmit to Crestron's website, by any means or by any media, any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether in the form of information, feedback, data, questions, comments, suggestions or the like;
(a) You agree such submissions are unrestricted and shall be deemed nonconfidential; and
(b) You automatically grant Crestron and its assigns a non-exclusive, royaltyfree, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

2.8 Reservations. All rights not expressly granted in this AGREEMENT are reserved by Crestron. No additional rights whatsoever (including, without limitation, any implied licenses) are granted by implication, estoppel, or otherwise.

3. LIMITATIONS AND OBLIGATIONS

3.1 Authorized Parties.
(a) You must be an authorized dealer of Crestron products, or a Crestron authorized partner in order to install or use the Software.
(a) If You are a business or organization, You agree that upon request from Crestron or its authorized agent, You will within thirty (30) days of the request fully document and certify that use of any and all Software at the time of the request is in conformity with Your valid license(s) from Crestron.

3.2 Delivery of Crestron Software. As soon as practicable, after You have accepted this AGREEMENT, Crestron will deliver to You, in the form of an Internet file download, CD-ROM, or through other appropriate means:
(a) a copy of the Software; and
(b) related explanatory files and written materials.

3.3 Restrictions. You or any third party may not:
(a) sell, lease, lend, rent, or distribute (including through the Internet) any provided source code of the Software;
(b) use the Software for any purpose other than for Developing software for Crestron Devices;
(c) attempt to discover any underlying ideas or algorithms used by Crestron to Develop the Software through reverse engineering, de-compilation, or disassembly of the Software; or
(d) remove, alter, or obscure any product identification, copyright, trademark, or other intellectual property notices embedded within the Software or included in any related explanatory files and written materials provided by Crestron.

3.4 Support Services. Crestron may, but is not required to, provide You with limited commercially reasonable Support Services to support Your use of the Software.
(a) Crestron shall only provide the Development Support Services when available and competent personnel of Crestron are available to provide such support. In any event, Crestron undertakes to reply to Your e-mails and telephone calls within a reasonable time.
(b) Crestron's Support Services may only be availed of for problems and issues arising from the Software and/or from the use thereof.

3.5 Automatic Software Updates. The Software may communicate with Crestron servers from time to time to check for available updates to the Software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). By installing the Software, You agree to automatically request and receive Updates. All such updates to the Software are subject to the terms of this AGREEMENT.

4. PRIVACY POLICY

4.1 Software Registration. Download and/or operation of Software requires You to register by providing certain information and to accept this AGREEMENT.

4.2 Dealer and Partner Data Base. Crestron will maintain a database of all authorized Dealers and Partners including contact information.

4.3 Crestron Privacy Policy. As a condition of downloading and using the Software, You agree to the terms of the Crestron Privacy Policy at http://www.crestron.com/privacy_statement.asp, which may be updated from time to time and without notice.

5. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

5.1 Warranty Disclaimer.
(a) Crestron specifically disclaims any and all representations and warranties, either express or implied, including those of MERCHANTABILITY, MECHANTABLE QUALITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, and FITNESS FOR A PARTICULAR PURPOSE.
(b) Except as otherwise expressly provided herein, the Software is provided on an "as is" basis, without warranty of any kind. More specifically, Crestron disclaims any warranties that the Software will meet Dealer's or Partner's requirements or that the operation of the Software, including any associated software, will be uninterrupted or error-free.

5.2 Limit of Liability. In no event will Crestron be liable to You for any loss of use, interruption of business, or any direct, indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), strict product liability or otherwise, even if Crestron has been advised of the possibility of such damages.

5.3 Interpretation of Warranty Disclaimer and Liability Limitation. If the disclaimer of warranty and limitation of liability provided herein cannot be given local legal effect according to their terms, a reviewing court shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Software.

6. GENERAL PROVISIONS

6.1 Governing Law. This AGREEMENT shall be governed by the laws of the State of New Jersey, without regard to conflicts of laws principles.
(a) Any disputes between the parties to the AGREEMENT shall be brought in the state courts in Bergen County, New Jersey or the U.S. Federal Courts located in the District of New Jersey.
(b) The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this AGREEMENT.

6.2 Compliance with Laws. The Software technology is of U.S. origin for purposes of U.S. export control laws.
(a) You agree to comply with all applicable international and national laws and regulations in using the Software provided under this AGREEMENT, including the U.S. Export Administration Regulations, as well as end-user, end use, and destination restrictions issued by U.S. and other governments;
(b) You are certifying that You are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria or any country to which the United States embargoes goods; and
(c) You are certifying that You are not otherwise prohibited from receiving the Software.

6.3 Headings. The insertion of headings and the division of this AGREEMENT into sections and articles are for convenience only and shall not affect the interpretation hereof.

6.4 Entire Agreement.
(a) This AGREEMENT constitutes the entire agreement between You and Crestron with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, understandings, and/or agreements, whether oral or written, relating to the subject matter hereof.
(b) All prior or contemporaneous representations, understandings or agreements, whether oral or written, that are not expressly set forth within this AGREEMENT are hereby deemed waived, superseded, and abandoned.

6.5 Severability. The invalidity or unenforceability of any provision of this AGREEMENT shall not affect any other provision of this AGREEMENT, and the remaining provisions shall continue with the same effect as if such unenforceable or invalid provision had not been included in this AGREEMENT.

6.6 No Third Party Beneficiaries. This AGREEMENT is for the benefit of, and will be enforceable by, the Parties only. This AGREEMENT is not intended to confer any right or benefit on any third party. No action may be commenced or prosecuted against a Party by any third party (including, without limitation, affiliates) claiming as a third party beneficiary of this AGREEMENT or the Licenses granted herein.
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