Software License Agreement

This License Agreement ("Agreement") is a legal contract between you (either an individual or a single business entity) and Crestron Electronics, Inc. ("Crestron") for the Software identified above, which includes computer software and, as applicable, associated media, printed materials, and "online" or electronic documentation (the "Software").

BY CLICKING THE "I AGREE" CHECKBOX BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU REPRESENT THAT YOU ARE AN AUTHORIZED DEALER OF CRESTRON PRODUCTS, CRESTRON AUTHORIZED INDEPENDENT PROGRAMMER, AUTHORIZED CONSULTANT, A+ UNIVERSITY PARTNER OR GSS GOVERNMENT PARTNER AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

IF YOU HAVE PAID A FEE FOR THIS LICENSE AND DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, CRESTRON WILL REFUND THE FEE TO YOU PROVIDED YOU (1) CLICK THE DO NOT ACCEPT BUTTON, (2) DO NOT INSTALL THE SOFTWARE AND (3) RETURN ALL SOFTWARE, MEDIA AND OTHER DOCUMENTATION AND MATERIALS PROVIDED WITH THE SOFTWARE TO CRESTRON AT: CRESTRON ELECTRONICS, INC., 15 VOLVO DRIVE, ROCKLEIGH, NEW JERSEY 07647, WITHIN 30 DAYS OF PAYMENT.

LICENSE TERMS

Crestron hereby grants You and You accept a nonexclusive, nontransferable license to use the Software (a) in machine readable object code together with the related explanatory written materials provided by Creston (b) on a central processing unit ("CPU") owned or leased or otherwise controlled exclusively by You, and (c) only as authorized in this Agreement and the related explanatory files and written materials provided by Crestron.

If this software requires payment for a license, you may make one backup copy of the Software, provided Your backup copy is not installed or used on any CPU. You may not transfer the rights of this Agreement to a backup copy unless the installed copy of the Software is destroyed or otherwise inoperable and You transfer all rights in the Software.

You may not transfer the license granted pursuant to this Agreement or assign this Agreement without the express written consent of Crestron.

If this software requires payment for a license, the total number of CPU's on which all versions of the Software are installed may not exceed one per license fee (1) and no concurrent, server or network use of the Software (including any permitted back-up copies) is permitted, including but not limited to using the Software (a) either directly or through commands, data or instructions from or to another computer (b) for local, campus or wide area network, internet or web hosting services; or (c) pursuant to any rental, sharing or "service bureau" arrangement.

The Software is designed as a software development and customization tool. As such Crestron cannot and does not guarantee any results of use of the Software or that the Software will operate error free and You acknowledge that any development that You perform using the Software or Host Application is done entirely at Your own risk.

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.

OTHER LIMITATIONS

You must be an Authorized Dealer of Crestron products, Crestron Authorized Independent Programmer, Authorized Consultant, A+ University Partner, or GSS Government Partner to install or use the Software.

You may not rent, lease, lend, sublicense, distribute or otherwise transfer or assign any interest in or to the Software.

You may not reverse engineer, decompile, or disassemble the Software.

You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations ("Export Laws"). By downloading or installing the Software You (a) 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 (b) are certifying that You are not otherwise prohibited from receiving the Software and (c) You agree to comply with the Export Laws.

If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of Crestron. Updates may be licensed to You by Crestron with additional or different terms. This is the entire agreement between Crestron and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. The failure of either party to enforce any right or take any action in the event of a breach hereunder shall constitute a waiver unless expressly acknowledged and set forth in writing by the party alleged to have provided such waiver.

If You are a business or organization, You agree that upon request from Crestron or its authorized agent, You will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with Your valid licenses from Crestron of its authorized agent.

Without prejudice to any other rights, Crestron may terminate this Agreement immediately upon notice if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the Software and all of its component parts.

PROPRIETARY RIGHTS

Copyright. 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. 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.

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 as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant Crestron and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

Trademarks. CRESTRON and the Swirl Logo are registered trademarks of Crestron Electronics, Inc. You shall not remove or conceal any trademark or proprietary notice of Crestron from the Software including any back-up copy.

GOVERNING LAW

This Agreement shall be governed by the laws of the State of New Jersey, without regard to conflicts of laws principles. Any disputes between the parties to the Agreement shall be brought in the state courts in Bergen County, New Jersey or the federal courts located in the District of New Jersey. The United Nations Convention on Contracts for the International Sale of Goods, shall not apply to this Agreement.

CRESTRON LIMITED WARRANTY

CRESTRON warrants that: (a) the Software will perform substantially in accordance with the published specifications for a period of ninety (90) days from the date of receipt, and (b) that any hardware accompanying the Software will be subject to its own limited warranty as stated in its accompanying written material. Crestron shall, at its option, repair or replace or refund the license fee for any Software found defective by Crestron if notified by you within the warranty period. The foregoing remedy shall be your exclusive remedy for any claim or loss arising from the Software.

CRESTRON shall not be liable to honor warranty terms if the product has been used in any application other than that for which it was intended, or if it as been subjected to misuse, accidental damage, modification, or improper installation procedures. Furthermore, this warranty does not cover any product that has had the serial number or license code altered, defaced, improperly obtained, or removed.

Notwithstanding any agreement to maintain or correct errors or defects Crestron, shall have no obligation to service or correct any error or defect that is not reproducible by Crestron or is deemed in Crestron's reasonable discretion to have resulted from (1) accident; unusual stress; neglect; misuse; failure of electric power, operation of the Software with other media not meeting or not maintained in accordance with the manufacturer's specifications; or causes other than ordinary use; (2) improper installation by anyone other than Crestron or its authorized agents of the Software that deviates from any operating procedures established by Crestron in the material and files provided to You by Crestron or its authorized agent; (3) use of the Software on unauthorized hardware; or (4) modification of, alteration of, or additions to the Software undertaken by persons other than Crestron or Crestron's authorized agents.

ANY LIABILITY OF CRESTRON FOR A DEFECTIVE COPY OF THE SOFTWARE WILL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT OF YOUR COPY OF THE SOFTWARE WITH ANOTHER COPY OR REFUND OF THE INITIAL LICENSE FEE CRESTRON RECEIVED FROM YOU FOR THE DEFECTIVE COPY OF THE PRODUCT. THIS WARRANTY SHALL BE THE SOLE AND EXCLUSIVE REMEDY TO YOU. IN NO EVENT SHALL CRESTRON BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND (PROPERTY OR ECONOMIC DAMAGES INCLUSIVE), EVEN IF A CRESTRON REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OF ANY CLAIM BY ANY THIRD PARTY. CRESTRON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES, NOR AUTHORIZES ANY OTHER PARTY TO OFFER ANY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY FOR THIS PRODUCT. THIS WARRANTY STATEMENT SUPERSEDES ALL PREVIOUS WARRANTIES.