End User License Agreement


April 2, 2019

Ezlo Innovation, LLC and Vera Control, Ltd. have updated this End User LicenseAgreement (the “Agreement”) in order to incorporate new terms. This Agreementapplies to the Ezlo Innovation, LLC (“Ezlo”) platform and the software andapplications associated with certain hardware products provided by Vera Control,Ltd. (“Vera”). By using (i) the Ezlo platform (the “Platform”) and (2) any softwarethat is embedded on any Vera hardware product (“Product”), downloaded from Vera,or any other Vera software or application (collectively, as may be updated from totime, the "Software"), you agree to the terms of this Agreement between you, Ezloand Vera. If you are entering into this Agreement on behalf of an organization, yourepresent and warrant that you have the authority to enter into this Agreement onbehalf of the organization, and that the organization agrees to be bound by all ofthe terms of this Agreement. You also represent that you are of sufficient legal agein your jurisdiction or area of residence to use or access the Software and to enterinto this Agreement. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT,OR IF YOU DO NOT HAVE THE LEGAL CAPACITY FOR YOURSELF OR AUTHORITY TOENTER INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, YOU MAY NOTUSE THE PLATFORM, THE SOFTWARE OR THE PRODUCT.


1. Website


You may also access certain Software or related services from the website located at www.getvera.com and any other related Vera web pages (collectively the“Website”). Services accessed through the Website and/or any use of the Platform(collectively the “Services”) are governed by the Terms of Use, available http://getvera.com/legal. Any information that you provide to Vera or is collected through the Website, Platform, Product, Services and/or Software is governed by the terms of the Vera Privacy Policy located at http://getvera.com/legal. Your purchase of the Product is governed by the Vera limited warranty, the terms of which are provided with the Product. The terms and conditions of this Agreement describe, among other things, the permitted uses and user(s) of the Software.


2. Grant of License


Provided that you comply with all terms and conditions of this Agreement and pay all applicable fees, Vera grants you a terminable, non-exclusive, non-transferable, internal, limited license to use the applicable Software hereby licensed to you, in executable object code form only, solely for use on the applicable device that you own or control and solely for use in conjunction with the applicable Products. All
rights of every kind that are not expressly granted to you in this Agreement are entirely and exclusively reserved to and by Vera. You may use this Software only ase xpressly provided in this Agreement. You may not rent, lease, loan, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Product or Software, nor assist or permit anyone else to do so.You may not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.


3. Vera and Third-party Intellectual Property


You understand that you are provided and/or otherwise receiving or able to access the Software as a part of your purchase of the applicable hardware Product, and that a portion of the purchase price for your hardware Product is attributed towards the Software (including all applicable licenses, updates and maintenance). TheSoftware and associated documentation and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Vera and its licensors. Vera and its licensors reserve all rights in and to the Software not expressly granted to you in this Agreement. The Software (including Software included with the applicable hardware Product) is licensed to you under thisAgreement and is for use only under the terms of this Agreement, and not sold to you. There are no implied licenses in this Agreement. Certain items of independent, third-party code may be included in the Software that are subject to the GNUGeneral Public License (“GPL”) or other open source licenses (“Open SourceSoftware”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this Agreement restricts your right to copy, modify, and distribute such Open SourceSoftware that is subject to the terms of the applicable license. If required by any license for particular Open Source Software, Vera makes such Open SourceSoftware, and Vera’s modifications to that Open Source Software, available by written request to Vera at the email or mailing address listed below. Any feedback, comments, ideas or suggestions you provide with respect to the Products, Software or related Services are the property of Vera and may be used, published or incorporated into Vera Products without further need for permission from you.


4. Vera Services and Third-Party Providers


Certain Services made available by Vera to users of its Products are provided through third-party vendors and subcontractors selected by Vera at its discretion.These Services include, without limitation, digital photography and video archiving services (“Video Archiving Services”) which are provided as standard features of most Vera home controller Products (and generally described below), along with other Services such as central monitoring services and central monitoring services with cellular backup service (as generally described on the Website). The standardVideo Archiving Services allows users to archive automatically up to 1 GB of video footage, which is stored on servers maintained by third party providers who have contracted with Vera. When a user’s archived data reaches the 1 GB limit, Vera
automatically deletes photos and videos on a first-in, first-out basis, unless a use rhas specifically marked video footage or photographs as not to be deleted.


5. Updates


Vera may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software (“Updates”). You acknowledge that you may be required to install Updates to use the Software and ou agree to promptly install any Updates provided by Vera. In addition, you acknowledge that Vera may update the Software without requiring any additional consent or action from you, and you consent to Vera so automatically updating theSoftware at any time. Upgrades may temporarily interfere with your Software and hardware Products, or temporarily or permanently change the features, functionality or use of the Software and hardware Products and you agree those will be done at our discretion. If you do not want such automatic Updates, your sole remedy is to stop using the applicable Internet services in conjunction with the Software andProduct or stop using the Software and Product altogether.


6. Term


This Agreement and the license granted hereunder are effective on the date you first use the Platform and the Software or Product and shall continue for as long as you use the Platform or own the Product, unless this Agreement is terminated earlier as provided herein. Vera may terminate this Agreement at any time if you fail to comply with any term(s) hereof or fail to pay any fees when due to Vera. You may terminate this Agreement upon written notice to Vera. In the event of any termination of this Agreement or your rights hereunder, all provisions of thisAgreement except your rights under the grant of license shall survive such termination and you agree to continue to be bound by these terms. Upon termination, you may no longer use the Software.


7. Disclaimer of Warranty


NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND UNLESS EXPRESSLY STATED OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES ARE DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT.NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERA OR A VERA AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS WARRANTY PROVIDED BY VERA, IF ANY.VERA MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, FREEOF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.


8. Limitation of Liability


NOTWITHSTANDING ANYTHING TO THE CONTRARY BUT SUBJECT TO THE LAST SENTENCE OF THIS SECTION, (A) VERA AND EZLO WILL NOT BE LIABLE TO YOU, ORANY THIRD PARTY, FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS OR INDIRECT,CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF VERA OR EZLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) VERA'S AND EZLO’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THE SOFTWARE AND THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE EITHER (1) THE PORTION OF THE PAID FEES APPLICABLE TO THE PRODUCTS, SOFTWARE OR SERVICES RELATING TO SUCH CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY OR (2) REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED IN VERA'S AND EZLO’S SOLE DISCRETION. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. VERA AND EZLO DISCLAIM ALL LIABILITY OF ANY KIND OFVERA'S AND/OR EZLO’S SUPPLIERS, DISTRIBUTORS AND DEALERS. VERA AND EZLO ARE NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BYYOU OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT, SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT AND/OR ANY SERVICES PROVIDED BY A THIRD PARTY INCLUDING ANY THIRD PARTY VENDOR OR SUBCONTRACTOR. YOU USE ALL PRODUCT INFORMATION (AS DEFINED BELOW), THE SOFTWARE, AND THE PRODUCT AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND VERA AND EZLO DISCLAIM) ANY AND ALL LOSS,LIABILITY, OR DAMAGES, INCLUDING TO YOUR HVAC SYSTEM, PLUMBING, HOME,PRODUCT, OTHER PERIPHERALS CONNECTED TO THE PRODUCT, COMPUTER,MOBILE DEVICE, AND ALL OTHER ITEMS AND PETS IN YOUR HOME, RESULTING FROM YOUR USE OF THE PRODUCT INFORMATION, SOFTWARE, OR PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL,CONSEQUENTIAL OR SPECIAL DAMAGES, SO SOME OF THE EXCLUSIONS AND LIMITATIONS CONTAINED IN THIS AGREEMENT MAY NOT BE APPLICABLE.


9. Restrictions and Export Controls


You agree to comply with all export and import laws and restrictions and regulations of any applicable United States or foreign agency or authority, and not to export, re-export or import the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. For example, you may not export or re-export any commodities, software, or technical data received from Vera or Ezlo, or any direct product of such commodities, software or technical data, to any proscribed country, party, or entity listed in the applicable laws, regulations, and rules of the U.S. government, or any applicable foreign governmental authority, unless properly authorized. As applicable, you and Vera/Ezlo each shall obtain and bear all expenses and responsibility relating to any necessary agreements and/or exemptions with respect to its own export or re-export of the Software. The information regarding export laws set forth herein is not necessarily complete, and you should refer to the relevant governmental authority for more information.
The Software is commercial in nature, and is a “Commercial Item” as that term is defined in 48 C.F.R.2.101, consisting of “Commercial Computer Software” and“Commercial Computer Software Documentation” as such terms are defined in 48C.F.R. 252.227-7014(a)(5) and 48 C.F.R. 252.227-7014(a)(1), and used in 48 C.F.R.12.212 and 48 C.F.R. 227.7202, as applicable. Pursuant to 48 C.F.R. 12.212, 48C.F.R.252.227-7015, 48 C.F.R. 227.7202 through 227.7202-4, 48 C.F.R. 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, theSoftware and all related publications, commercial computer software, and commercial computer software documentation are distributed and licensed toUnited States Government end users, if at all, with only those rights as granted to all other end users, according to the terms and conditions contained in thisAgreement.


10. Data Protection


Customer security and privacy is our top priority. We understand the importance of your personal data, and we take steps to secure and protect it whenever it is store din our infrastructure. The General Data Protection Regulation (GDPR) imposes additional requirements for companies that collect or store personal data ofEuropean Union residents.Our policies regarding data ownership and protection are focused on providing you with confidence that your data remains secure, and under your control. We have established a number of measures to ensure that customers and their data are treated in a manner consistent with privacy principles and industry best practices.Related to this, please refer to our Privacy Policy (http://getvera.com/legal) for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of our Services, the Platform, Software,Product and Website is subject to our Privacy Policy.


11. Miscellaneous Legal


(a) This Agreement (together with the Terms of Use and Privacy Policy) constitutes the entire agreement between you, Ezlo and Vera concerning the subject matter hereof, and may only be modified by a written amendment signed by you and an authorized executive of Vera and Ezlo. (b) Except to the extent that applicable law(if any) provides otherwise, this Agreement shall be governed by the laws of theState of New Jersey, excluding its conflict of law provisions. (c) You expressly agree that jurisdiction for any claim or dispute arising from the use of the Software resides in the federal and state courts of the State of New Jersey and you consent to the personal jurisdiction thereof. (d) This Agreement shall not be governed by theUnited Nations Convention on Contracts for the International Sale of Goods. (e) YOU,VERA AND EZLO EACH HEREBY UNCONDITIONALLY WAIVE YOUR AND ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE PERFORMANCE OR BREACH OF THIS AGREEMENT, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN YOU, VERA AND EZLO. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court or other tribunal (including, without limitation, contract claims, tort
claims, breach of duty claims, and all other common law and statutory claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER OR ALLYOR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT, AND RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS AGREEMENT. In the event of litigation, thisAgreement may be filed as a written consent to a trial by the court. (f) If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties' original intent, and the remaining portions remain in full force and effect, or Vera and Ezlo may at their option instead terminate this Agreement.(g) The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only.(h) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (i) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein(and any such assignment or other transfer shall be null and void). Vera and Ezlo may assign this Agreement to any entity or entities at their sole discretion. (j) ThisAgreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (k) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.

 

 

 

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