i.LON® SmartServer Programmer's Reference License Agreement

NOTICE

This is a legal agreement between You and Echelon Corporation ("Echelon"). YOU MUST READ AND AGREE TO THE TERMS OF THIS i.LON® SMARTSERVER PROGRAMMER'S REFERENCE LICENSE AGREEMENT (hereinafter "License Agreement") BEFORE ANY i.LON SMARTSERVER PROGRAMMER’S REFERENCE GUIDE (hereinafter "Reference Guide") CAN BE DOWNLOADED OR USED. BY CLICKING ON THE "ACCEPT" BUTTON OF THIS LICENSE AGREEMENT, OR DOWNLOADING THE REFERENCE GUIDE OR USING THE INFORMATION IN THE REFERENCE GUIDE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, THEN YOU SHOULD EXIT THIS PAGE AND NOT DOWNLOAD OR USE ANY INFORMATION IN THE REFERENCE GUIDE. BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO DOWNLOAD OR USE THE REFERENCE GUIDE.

Software License Agreement

Echelon Corporation ("Echelon") grants You a non-exclusive, non-transferable and nonsublicensable license to use the Reference Guide and any updates or revisions thereto provided by Echelon according to the terms set forth below.

"SOAP" means Simple Object Access Protocol and is an interface that provides a mechanism for different applications and devices to communicate with each other over the Internet, regardless of platform, by sending SOAP messages to each other.

"XML" means Extensible Markup Language and is a universal format used to deliver data through structured documents over the Web and allows developers to store data for any application in a standard, consistent way.

"SOAP/XML API" means the Application Programming Interface ("API") that is documented in the Reference Guide and that is used in the i.LON SmartServer to configure the applications in the i.LON SmartServer or to access the services of an LNS Server.

"Echelon Server" means an Echelon i.LON SmartServer or an Echelon LNS Server, and any updates thereof and replacements thereto.

"Developer's Application" means a software application that accesses an Echelon Server using the SOAP/XML API.

"You(r)" means the company, entity or individual who downloads the Reference Guide from a Web site on which Echelon has made it available, or who has otherwise rightfully acquired the Reference Guide.

LICENSE

(a) download the Reference Guide onto Your computer,

(b) use the SOAP/XML API information in the Reference Guide solely to create Developer's Applications that are for use solely with an Echelon Server and the SOAP/XML API and to create accompanying documentation to support such efforts, and

(c) make a limited number of copies of the Reference Guide solely to exercise the rights granted above and for backup purposes, provided that You reproduce, unaltered, all proprietary notices on or in the copies.

No rights are granted under this Agreement with respect to the SOAP/XML API. Your rights with respect to the SOAP/XML API are as set forth in the license agreement governing that software.

You remain solely responsible for support, services, upgrades or other technical assistance for Your customers ("Support") with respect to Your Developer's Application, and will indemnify and hold Echelon harmless from all loss, cost liability and expense arising from Your use or distribution of such Developer’s Application ("Indemnification"). You agree that the foregoing Support and Indemnification obligations are provided by You in partial consideration for the rights granted to You hereunder.

You may not and shall not permit others to:

(a) copy the Reference Guide (except as expressly permitted above),

(b) modify, change or in any way revise or translate the Reference Guide, or

(c) use the Reference Guide to create applications that interface with servers or devices not manufactured by Echelon.

This license is not a sale. Title and copyrights to the Reference Guide, accompanying documentation and any copies made by You remain with Echelon. Unauthorized copying of the Reference Guide 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.

TERMINATION

This license will continue until terminated. Unauthorized copying of the Licensed Software or failure to comply with the above restrictions will result in automatic termination of this 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 Licensed Software. Any use of the Licensed Software after termination is unlawful.

TRADEMARKS

You may not use Echelon's name, logo or trademarks, except (a) You may make appropriate and truthful reference to Echelon and Echelon products and technology in Your company and product literature and (b) You may state that your Developer’s Application utilizes Echelon’s SOAP/XML API, in each case in accordance with Echelon's guidelines for use of its trademarks and provided that You properly attribute Echelon's trademark. No license is granted, express or implied, under any Echelon trademarks, trade names or service marks.

LIMITED WARRANTY AND DISCLAIMER

THE REFERENCE GUIDE IS PROVIDED “AS IS”. ECHELON MAKES AND YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, IN ANY COMMUNICATION WITH YOU OR OTHERWISE, WITH RESPECT TO THE REFERENCE GUIDE, AND ECHELON EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF ANY THIRD PARTY.

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 OR ITS SUPPLIERS BE LIABLE FOR LOSS OF OR CORRUPTION TO DATA, LOST PROFITS OR LOSS OF CONTRACTS OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE SUPPLY OR USE OF THE REFERENCE GUIDE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). THIS LIMITATION WILL APPLY EVEN IF ECHELON OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT THAT LIABILITY MAY NOT BY LAW BE LIMITED OR EXCLUDED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL ECHELON'S LIABILITY IN ITS ENTIRETY EXCEED ONE THOUSAND DOLLARS ($1,000). YOU AGREE THAT THE FOREGOING LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK.

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, DESIGNING YOUR PRODUCTS 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, NETWORK INTERFACES, AND DEVELOPER’S APPLICATIONS CREATED USING THE REFERENCE GUIDE 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, NETWORK INTERFACES, OR DEVELOPER’S APPLICATIONS CREATED USING THE REFERENCE GUIDE COULD CREATE A SITUATION IN WHICH PERSONAL INJURY OR DEATH MAY OCCUR, AND YOU SHALL HAVE NO RIGHTS HEREUNDER FOR ANY SUCH APPLICATIONS.

COMPLIANCE WITH EXPORT CONTROL LAWS

You agree to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce. Specifically, You covenant that You shall not--directly or indirectly--sell, export, reexport, transfer, divert, or otherwise dispose of any information from the Reference Guide (including products derived from or based on such information from the Reference Guide) received from Echelon under this Agreement to any country (or national thereof) subject to anti-terrorism controls or U.S. embargo, or to any other person, entity, or destination prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You agree to indemnify, to the fullest extent permitted by law, Echelon from and against any fines or penalties that may arise as a result of Your breach of this provision. This export control clause shall survive termination or cancellation of this Agreement.

LANGUAGE

The parties hereto confirm that it is their wish that this 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 Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather, this 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 Agreement is the entire agreement between us with respect to the Reference Guide. This Agreement supersedes any other communications or advertising with respect to the Reference Guide. If any provision of this 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 the Agreement shall continue in full force and effect.

Echelon, LonTalk, LonWorks, LON, i.LON and Neuron are registered trademarks of Echelon Corporation in the U.S. and other countries.

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