PLEASE READ THIS FIRMWARE END USER LICENSE AGREEMENT (LICENSE) CAREFULLY BEFORE USING YOUR URC EQUIPMENT (AS DEFINED BELOW). BY USING YOUR URC EQUIPMENT AND THE URC FIRMWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE URC EQUIPMENT OR THE URC FIRMWARE.

THIS LICENSE SETS FORTH THE ENTIRE AGREEMENT BETWEEN YOU AND URC AND SUPERSEDES ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT TO THE URC FIRMWARE. ELECTRONIC ACCEPTANCE OF THIS AGREEMENT, OR ACCEPTANCE OF THIS AGREEMENT BY ACTIVATION AND USE OF THE URC EQUIPMENT BY YOU REPRESENTS TERMINATION OF ANY PRIOR AGREEMENTS WITH RESPECT TO THE URC FIRMWARE WHICH ARE HEREBY TERMINATED AND DEEMED OF NO FURTHER FORCE OR EFFECT.

NOTE: THIS LICENSE DOES NOT APPLY TO OR GRANT TO YOU ANY RIGHTS AS TO OTHER SOFTWARE PRODUCTS OF URC, INCLUDING BUT NOT LIMITED TO COMPLETE CONTROL PROGRAMMING (“CCP”) SOFTWARE, TOTAL CONTROL (“TCP”) SOFTWARE, AND TOTAL CONTROL FLEX (“TC FLEX”) SOFTWARE.

This agreement is made in Harrison, New York, United States.

1. DEFINITIONS

1.1. “URC Equipment” shall mean remote control devices, interfaces, base stations, and any other hardware produced by URC and purchased by you.

1.2. “Effective Date” shall mean the date of delivery and installation of the URC Equipment to you.

1.3. “Update” shall mean any authorized changes to the URC Firmware or URC Documentation made available by URC subsequent to initial use of the URC Firmware.

1.4. “URC Documentation” shall mean any information or user operating instructions, and any and all Updates thereto, including, but not limited to, user guides, reference and manuals available from URC for use with the URC Firmware. URC Documentation is licensed by URC under the same terms as URC Firmware.

1.5. “URC Firmware” means the firmware computer program in all forms, and any and all Updates thereto, that run directly on and are necessary for operation of the URC Equipment, irrespective of how such URC Firmware is delivered or made available, including, delivery on media or by downloading in electronic form and includes all URC executable files, code libraries, IR databases, RS-232 control code data bases, associated DLLs, and device drivers.

2. LICENSE

2.1. The URC Firmware is licensed, not sold, to you by Universal Remote Control, Inc., a New York corporation (“URC”), as of the Effective Date for use only under the terms and conditions of this agreement. URC retains ownership of the URC Firmware and URC reserves all rights not expressly granted to you. The terms of this agreement will govern any software and/or firmware Updates provided by URC that replace and/or supplement the original URC Firmware, unless such Update is accompanied by a separate license in which case the terms of that license will govern.

2.2. Subject to the terms and conditions of this agreement, URC grants to you a limited nonexclusive license to use one copy of the URC Firmware only with the corresponding URC Equipment you have purchased. You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this agreement), decompile, disassemble, reverse engineer or attempt to derive the source code of, or create derivative works of, or an installer for, the URC Firmware or any part thereof (except as expressly permitted by applicable law).

2.3. URC shall have no obligation to provide Updates or support for the URC Firmware. In the event that URC, in its sole discretion, provides the URC Equipment with Updates and/or upgrades to the URC Firmware, you agree that URC may, for any reason at any time, terminate any such Updates.

3. RESTRICTIONS

3.1. This License does not transfer to you any right, title, or interest in and to the URC Firmware or URC Documentation, except as to the limited rights granted as expressly provided for by this License.

3.2. You may not and you agree not to, or to enable others to, sell, re-distribute, rent, lease or sublicense the URC Firmware, except that if you purchased URC Equipment with the URC Firmware you may transfer the URC Firmware upon a permanent transfer of the URC Equipment using the URC Firmware; provided that: (a) all Updates in your use or possession are included in the transfer, (b) you do not retain a copy of the URC Firmware, full or partial, including copies stored on a computer or other storage device, and (c) the transferee reads and agrees to be bound by the terms and conditions of this agreement.

3.3. You may not make modifications to, or generate any derivative work or computer program from, the URC Firmware or the URC Documentation; distribute, charge, or receive any fee for access or use of the URC Firmware or URC Documentation; or copy, reverse engineer, reverse compile, disassemble, decompile, or otherwise manipulate, convert, or develop a modified or derivative of the URC Firmware or URC Documentation or attempt to derive information from such.

3.4. The provisions of this License are in addition to and not in lieu of the protections available to URC under applicable law, such as patent, copyright, and trade secret laws.

3.5. URC reserves all rights to inventions, patents, and copyrights and other proprietary rights as well as all computer programs in any way relating to the URC Firmware or URC Documentation, under any and all local, state, provincial, or federal laws, rules, and regulations.

3.6. You may not use the URC Equipment, URC Firmware, or URC Documentation for any unlawful/illegal purposes.

3.7. You may not use the URC Equipment, URC Firmware, or URC Documentation in any manner where such are reasonably expected to cause injury or damage.

3.8. You may not circumvent any security measures of the URC Firmware or cause any configuration on the physical or virtual environment of the URC Firmware to prevent full functionality of the URC Firmware and/or communication between the URC Firmware with URC servers and/or to prevent update of the URC Firmware.

3.9. You acknowledge that the laws and regulations of the United States may restrict export independent of the contractual limitations set forth in this License, and that the URC Firmware and URC Documentation shall not be exported in violation of any export provisions of the United States. You acknowledge that the laws and regulations of countries other than the United States may restrict import independent of the contractual limitations set forth in this License, and that the URC Firmware and URC Documentation shall not be imported by you to any country without the prior written consent of URC. By accepting this agreement, you warrant and represent to URC that you are not an ineligible party under any applicable law, regulation, or rule.

4. USER RESPONSIBILITIES & REPRESENTATIONS

4.1. URC shall not be responsible for any damage caused to URC Equipment or URC Firmware as a result of unauthorized or improper installation, use, or modification of the URC Equipment or URC Firmware directly or indirectly, by you.

4.2. You are solely responsible for complying with all rules, regulations, and laws relating to the use of the URC Equipment, URC Firmware, and URC Documentation.

4.3. You acknowledge that the URC Equipment and URC Firmware may permit access, use, viewing, and/or interaction with third party content such as music, movies, games, internet sites, and the like, and that you are solely responsible to strictly comply with the terms and conditions imposed by such third party content providers and that under no circumstances shall URC have any responsibility under this License as to such activities, or otherwise.

4.4. Authorized URC Dealers are not employees, agents, partners, or joint venturers of URC and are independent entities. Such URC Authorized Dealers may not legally bind URC in any way or make any commitments on the part of URC. URC is not responsible for any acts or omissions of such URC Authorized Dealers. URC is not a party to any agreement between you and URC Authorized Dealers. Any dispute between you and a URC Authorized Dealer are to be resolved between you and such other party.

5. WARRANTIES AND DISCLAIMERS

5.1. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE URC EQUIPMENT, URC FIRMWARE AND URC DOCUMENTATION ARE SUPPLIED “AS IS” WITHOUT ANY WARRANTY, EXPRESS, STATUTORY, OR IMPLIED, OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, URC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. URC DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE URC EQUIPMENT OR THE URC FIRMWARE, THAT THE FUNCTIONS CONTAINED IN THE URC EQUIPMENT OR THE URC FIRMWARE WILL MEET YOUR REQUIREMENTS, THAT THE USE OR OPERATION OF THE URC EQUIPMENT OR URC FIRMWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE URC EQUIPMENT, URC FIRMWARE, OR THE URC DOCUMENTATION WILL BE CORRECTED. NO URC DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS DISCLAIMER OF WARRANTY.

5.2. THE WARRANTY LIMITATIONS AND WARRANTY DISCLAIMERS OF THIS LICENSE MAY NOT APPLY IN WHOLE OR IN PART, WHERE SUCH ARE RESTRICTED OR EXCLUDED BY APPLICABLE LAW AND SUCH SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

6. LIMITATION OF LIABILITY

6.1. IN NO EVENT SHALL URC BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF URC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2. IN NO EVENT SHALL URC BE LIABLE FOR LOSS OF OR DAMAGE TO DATA, COMPUTER SYSTEMS OR COMPUTER PROGRAMS.

6.3. URC’S LIABILITY, IF ANY, FOR DIRECT DAMAGES OF ANY FORM SHALL BE LIMITED TO ACTUAL DAMAGES, NOT IN EXCESS OF AMOUNTS PAID BY YOU FOR THE URC EQUIPMENT.

6.4. IN NO EVENT SHALL URC BE LIABLE FOR ANY EVENTS BEYOND ITS CONTROL, INCLUDING ANY INSTANCE OF FORCE MAJEURE INCLUDING GLOBAL PANDEMIC.

6.5. IN NO EVENT SHALL URC BE LIABLE FOR THE ACTS OR OMISSIONS OF YOU OR ANY THIRD PARTY.

6.6. THE LIMITATIONS OF LIABILITY OF THIS LICENSE MAY NOT APPLY IN WHOLE OR IN PART, WHERE SUCH ARE RESTRICTED LIMITED OR EXCLUDED BY APPLICABLE LAW AND SUCH SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. FIRMWARE LIMITATIONS

7.1. THE URC FIRMWARE IS NOT INTENDED FOR USE IN THE OPERATIONS OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, MEDICAL DEVICES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE URC FIRMWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU ACKNOWLEDGE THAT THE URC FIRMWARE IS NOT CERTIFIED FOR EMERGENCY PURPOSE AND SHOULD NOT BE USED FOR THIS PURPOSE. URC DOES NOT MONITOR EMERGENCY NOTIFICATIONS, AND IS NOT RESPONSIBLE FOR DISPATCHING EMERGENCY SERVICES TO YOUR HOME.

8. U.S. GOVERNMENT USERS

8.1. The URC Firmware is a “Commercial Item”, as that term is defined at 48 C.F.R. 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” and is being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other eligible ssers pursuant to the terms and conditions of this License.

9. CONFIDENTIALITY

9.1. All content, information and data delivered by URC to you, including, but not limited to the URC Firmware and URC Documentation are proprietary and confidential to URC (“Confidential Information”). You agree to protect the Confidential Information and not to distribute, disclose, or allow access to the Confidential Information, to any other entity or person, without the prior written consent of URC. You agree not to use Confidential Information, except as expressly authorized by this License.

9.2. Your information and materials are given to URC on a non-confidential basis, except where you and URC have signed a separate non-disclosure agreement relating to such.

10. CONSENT TO USE OF DATA

10.1. URC may, at any time and from time to time, run certain computer programs included with the URC Firmware or otherwise, including diagnostic programs, for all physical and virtual environments associated with the URC Firmware and the URC Equipment. Such computer programs may involve certain data generating and transmitting attributes, where data derived from such computer programs may include, but is not limited to, information such as IP address, device type, operating system version and type, user credentials, and unique device identifiers to diagnose errors, facilitate the provision of Updates, detect and prevent fraud, verify compliance with the terms of this agreement, and help URC improve the URC Firmware and services. By installing and using the URC Equipment and URC Firmware, you acknowledges and consents to URC, its affiliates’, agents’, principals’, and licensors’, transmission, collection, maintenance, processing, and use of this data as described above.

11. THIRD PARTY CONTENT & INSTALLATION

11.1. You acknowledge that any third party content accessed via the URC Equipment or the URC Firmware remains the property of the applicable third parties and URC has neither editorial control over it nor distribution rights.

11.2. URC DOES NOT SPONSOR OR ENDORSE ANY THIRD PARTY CONTENT.

11.3. URC HAS NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR ANY THIRD PARTY CONTENT OR THIRD PARTY SERVICES.

11.4. URC HAS NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR ANY INTERFACES BETWEEN URC CONTENT AND THIRD PARTY CONTENT ACCESSED OR MODIFIED BY THE URC EQUIPMENT OR URC FIRMWARE.

12. TERM AND TERMINATION

12.1. This License shall continue until terminated. Either party may terminate this License for any reason at any time. The rights granted to use the URC Firmware and URC Documentation will automatically terminate without notice from URC upon violation of any terms of this License. Upon such termination, you must stop using the URC Firmware and URC Documentation and remove any copies of the URC Firmware or Updates thereto in your possession or control.

12.2. The provisions of this License which by their nature are intended to survive the termination of this License shall so survive it. Without in any way limiting the generality of the foregoing the following provisions shall survive the termination of this License: the provisions of sections 3, 4, 5, 6, 7, 9, 11, 12, 14, 15.

12.3. URC makes no representation about the future availability of the URC Firmware or any Updates and shall not be liable for any unavailability or removal of the URC Firmware or Updates. URC shall have no responsibility to provide maintenance or support services with respect to the URC Firmware or URC Documentation.

13. INTELLECTUAL PROPERTY INDEMNIFICATION

13.1. URC will defend and indemnify you from any actual damages incurred by you arising from a bona fide claim by a third party in the United States that the URC Equipment, URC Firmware, or URC Documentation infringes any valid United States patent or United States copyright existing as of the Effective Date or misappropriates any valid trade secret protected under applicable United States law, provided that you shall give prompt written notice to URC of any such claim, you fully cooperates with URC in the defense of any such claim, and URC is granted by you the sole authority, at URC’s election, to defend or to settle the matter, including but not limited to: (1) obtaining the right of continued use; or (2) replacing or modifying the URC Equipment, URC Firmware, and/or URC Documentation to avoid such claim.

13.2. The foregoing shall not apply to claims arising from intellectual property rights outside of the United States, use of the URC Firmware not contemplated by URC, modifications not performed by URC, alterations to meet the specifications of you, or use in combination with any products or services not provided by URC, including Third Party Content.

13.3. This Section states the entire liability of URC and your sole and exclusive remedies against URC, for any intellectual property right infringement claims.

14. GOVERNING LAW & DISPUTE RESOLUTION

14.1. This License shall be governed by, and construed in accordance with, the internal laws of the State of New York, excluding its conflict of laws/choice of laws principles. Without diminishing the applicability or effect of the below arbitration clause, you consent to the jurisdiction of the state and federal court having jurisdiction for Westchester County, New York State.

14.2. Any action or claim brought in connection with this License or the rights and obligations under it, including if a claim is or is not arbitrable shall be settled before a single arbitrator in New York City in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. Each party, by entering into this License to arbitrate, expressly waives: (i) its rights to proceed in any court having jurisdiction over any and all claims, (ii) its rights to a jury trial, (iii) its rights to have any federal or state statutory claims heard in court, and (iv) participation in any class action. The arbitrator will be selected from a panel of persons having experience with and knowledge of electronic computers and the computer business. The arbitrators will have no authority to award damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this License. Either party, before or during any arbitration, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitration proceedings. In any arbitration of any action or claim is brought by either party to this License against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable and actual attorneys’ fees and expenses of such action.

14.3. You hereby waive any objection on the basis of forum non-convenience as to the jurisdiction and arbitration provisions in this License. You hereby waive any right to participate in any class action by virtue of the arbitration provision in this License. You hereby waive any right to a jury trial.

15. GENERAL PROVISIONS

15.1. You may not assign this License or any rights or obligations under it. URC may assign this License and any of its rights or obligations hereunder, in whole or in part. URC may subcontract any of its obligations under this License in whole or in part.

15.2. The failure by any party to exercise any right or remedy provided herein shall not be deemed a waiver or forfeiture of any such right or remedy.

15.3. URC shall be excused from performance and shall not be liable for any delay caused by force majeure only for so long as such condition prevails. These contingencies include, but are not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure or delay in transportation, act of any government affecting the terms hereof, global pandemic, accident, fire, explosion, flood, severe weather, or other act of God.

15.4. For the avoidance of doubt, Article 2 or 2A of the Uniform Commercial Code, the U.N. Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this License.

15.5. If any provision of this License is judicially found invalid, void, or unenforceable, unless such provision(s) materially affects the entire intent and purpose of this License, the balance of this License shall remain in effect. To the extent permitted by applicable law, a valid and enforceable construction shall be given to such invalid, void, or unenforceable provision, as to most closely reflect the commercial intent of the parties expressed in this License.

15.6. This License and any documents duly incorporated herein constitute the entire agreement and understanding between the parties with respect to its and their subject matter and may not be contradicted by evidence of any prior or contemporaneous oral or written agreement. This License supersedes and nullifies any proposal, oral or in writing, previously made by URC. No amendments or modifications of this License may be made, except in writing signed by a duly authorized representative of URC.

15.7. In the event of any conflict between this License and the terms of any other document with respect to the URC Firmware, the terms of this License shall control.

15.8. The official language of this License and any document referenced in this License is English and any translation into any other language convenience only.