Ecobee SMART THERMOSTAT User Manual - page 19
7. Use Restrictions: LICENSEE may not: (a) modify, adapt or
otherwise change the Software or in any way remove the
Software from the Product for any reason or use the Software
separately from the Product for any reason or purpose; (b) to
the maximum extent permitted to be restricted by applicable
law, reverse engineer, decompile, disassemble, or otherwise
in any manner deconstruct all or any part of the Software; (c)
create derivative works based on the Software or the User
Manual; (d) except as expressly permitted by the EULA, provide,
disclose, sublicense, distribute, transfer, assign or otherwise
permit any third party to access, use, read or otherwise gain
access to the Software or User Manual (the Software and User
Manual being the confidential information of ecobee); or (e) use
Software to access or in conjunction with any other thermostat
monitoring services or products of any ecobee competitor.
8. Support: ecobee may in its discretion, without any obligation
to do so and subject to the limitations of this EULA, provide
LICENSEE with help-desk telephone support concerning
LICENSEE’s use of the SOFTWARE to the extent provided for
in the Product Terms of Sale in connection with purchase
and sale of the Product and the Terms of Service entered into
by you and ecobee, if any, in connection with the thermostat
monitoring and data management services provided by
ecobee in connection with the Product. Refer to the Product
Terms of Sale and/or the Terms of Service associated with the
Product and related services for further details on Software
and Product support.
9. Relief: LICENSEE agrees that damages would not be an
adequate remedy for any breach of this EULA affecting or
related to a breach or misappropriation of ecobee’ (or its or
its third party licensors’) intellectual property rights in and to
the Software and User Manual. LICENSEE, and nothing in this
EULA, shall interfere with, delay, obstruct, or prevent ecobee
from taking, or require ecobee to take, any steps prior to
taking action to seek an interim and interlocutory equitable
remedy on notice or ex parte to enforce any provision herein
to protect its rights concerning the Software or other intellectual
or proprietary rights. LICENSEE agrees not to contest, object
to, or otherwise oppose an application for equitable relief by
ecobee in such circumstances and LICENSEE waives any and
all immunities from any equitable relief to which it may be
entitled. Any such relief or remedy shall not be exclusive, but
shall be in addition to all other available legal or equitable
remedies. LICENSEE agrees that the provisions of this Section
are fair and reasonable and are necessary to protect ecobee’
intellectual property rights.
10. Termination: This EULA is effective until and unless
terminated. Subject to Section 13, this EULA will terminate
automatically if LICENSEE fails to comply with any provision
of the License. If LICENSEE is a business entity or other entity,
33 End User Software License Agreement
any failure to comply with the terms and condition of this
EULA by any individual employed or engaged by such entity
will be deemed a failure to comply by LICENSEE. Upon any
termination, LICENSEE shall destroy all copies of Software
and User Manual.
11. Warranty: (a)ecobee shall provide its standard Product
and Software limited warranty statement (“Customer
Warranty”), which equally applies to the Software
embedded in the Product, and which is incorporated
by reference herein, with the Product for your benefit
only. In the event of an Error in connection with the
Software, refer to the Customer Warranty and Terms of
Sale provided with the Product for further detail. (b)
EXCEPT FOR THE REPRESENTATIONS, WARRANTIES, AND
COVENANTS EXPRESSLY CONTAINED IN THIS EULA, THE
PRODUCT TERMS OF SALE AND THE PRODUCT WARRANTY,
THE SOFTWARE AND SOFTWARE DOCUMENTATION
AND ANY SUPPORT IS PROVIDED ON AN “AS IS”
BASIS, AND THERE ARE NO OTHER REPRESENTATIONS,
WARRANTIES, COVENANTS, OR CONDITIONS, EXPRESS
OR IMPLIED (INCLUDING ANY IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS
FOR A PARTICULAR PURPOSE AND THOSE ARISING BY
STATUTE OR OTHERWISE IN LAW OR FROM A COURSE
OF DEALING OR USAGE OF TRADE), INCLUDING, BUT
NOT LIMITED TO, NON-INFRINGEMENT, CORRECTNESS,
FUNCTIONALITY, RELIABILITY, ACCURACY, CURRENTNESS,
OPERATION, USE OR THE RESULTS OF THE USE BY LICENSEE,
THAT THE OPERATION OF THE SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE (OR THAT ALL ERRORS
CAN OR WILL BE CORRECTED) OR THAT THE SOFTWARE
OR SOFTWARE DOCUMENTATION WILL MEET LICENSEE’S
REQUIREMENTS, ALL OF WHICH ARE EXPRESSLY DENIED
AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED
BY LAW. SOME JURISDICTIONS DO NOT PERMIT LIMITATIONS
ON OR EXCLUSIONS OF CERTAIN IMPLIED WARRANTIES, OR
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES;
THEREFORE THE ABOVE LIMITATIONS MAY NOT APPLY TO
YOU IN CERTAIN CIRCUMSTANCES. ecobee DISCLAIMS
AND SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY
AND ALL ACTS OF THIRD PARTIES. NO OTHER PERSON
IS AUTHORIZED TO EXTEND, VARY OR TRANSFER ANY
PROVIDED WARRANTY ON BEHALF OF ecobee. THE ENTIRE
RISK AS TO THE RESULTS AND PERFORMANCE AND USE
OF THE SOFTWARE, SOFTWARE DOCUMENTATION AND ANY
PROVIDED SUPPORT IS ASSUMED BY LICENSEE.
12. Limitation: IN NO EVENT AND TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW SHALL ECOBEE, ITS
SHARE-HOLDERS, AFFILIATES, CONTRACTORS, SUPPLIERS
AND AGENTS AND THEIR RESPECTIVE DIRECTORS, OFFICERS
AND EMPLOYEES (COLLECTIVELY THE “ECOBEE PARTIES”)
End User Software License Agreement
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