LICENSE AGREEMENT

IMPORTANT– READ CAREFULLY: This LICENSE AGREEMENT is between You (either an individual, a legal entity or any affiliated companies or other entities) and Siemens Switzerland Ltd., ("Siemens"). The LICENSE AGREEMENT authorizes You to use the Licensed Software, specified in Clause 1 below, under the terms and conditions set forth below. Read this LICENSE AGREEMENT carefully before installing or using the Licensed Software. By installing, copying, and/or using the Licensed Software, You acknowledge that You: (1) have read and understood the LICENSE AGREEMENT as well as each of the Open Source Software licenses (“OSS Licenses”) set forth in the About Box of the Licensed Software and in the respective license dialogue (under “OSS Licenses”). (2) agree to be bound by all of the terms and conditions for this LICENSE AGREEMENT and such OSS Licenses . You further agree that if Siemens or any licensor of Siemens is required to engage in any proceeding, legal or otherwise, to enforce their rights under this LICENSE AGREEMENT, Siemens and/or its licensor shall be entitled to recover from You, in addition to any other sums due, reasonable attorney’s fees, costs and disbursements. If You do not agree to all of the terms and conditions of this LICENSE AGREEMENT, Siemens is unwilling to license the Licensed Software to you. In such an event, you should not install the Licensed Software and promptly contact Siemens for instructions on return of the Licensed Software.

This LICENSE AGREEMENT governs any Updates, releases, revisions, or enhancements to the Licensed Software.

1. LICENSED SOFTWARE. As used in this LICENSE AGREEMENT, the term "Licensed Software" means (i) the software offered by Siemens under the brand “KNX Product" in any release and (ii) any related electronic or written documentation for the Licensed Software.

2. INTELLECTUAL PROPERTY RIGHTS NOTICE. The Licensed Software and all rights, without limitation including proprietary rights therein, are owned by Siemens, their licensors or affiliates and are protected by international treaty provisions and all applicable national laws. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of Siemens, their licensors or affiliates. Except as expressly and unambiguously provided herein, You do not possess, and Siemens does not grant to You, any express or implied rights (whether by implication, estoppels or other legal theory) in or to any such intellectual property rights and all such rights are retained by Siemens, its licensors or affiliates. You must reproduce and include the copyright notices with any permitted copies You make of the Licensed Software.

3. LICENSE GRANT AND USE RESTRICTIONS. The Licensed Software is not sold to You. Siemens only grants to You free of charge a non-exclusive, non-transferable, sub-licensable license to use the Licensed Software in object code and to sublicense it in object code to any third party. The LICENSE AGREEMENT permits use and the sub-licensing of the Licensed Software, only within the boundaries established herein that may be supplemented by the order confirmation. The configuration and execution of the Licensed Software may be supervised by a license key and/or set, during installation. Any component of the Licensed Software shall be used exclusively for the “KNX Product” application.

4. LIMITATIONS ON LICENSE.

(a) You may not make derivative works of the Licensed Software.

(b) You may not use, modify, or sub-license the right to use the Licensed Software other than exclusively for “KNX Product” application.

(d) You may sub-license the Software only free of charge and only based on the terms of this License Agreement;

(d) You may not or direct any third party to reverse engineer, de-compile, or disassemble those Licensed Software programs except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(e) This License Agreement does not grant You any rights whatsoever in relation to the trademarks or service marks of Siemens, Siemens AG or either’s affiliates.

(f) The Licensed Software may contain Open Source Software (hereinafter referred to as “OSS”) that is contained in the About Box of the Licensed Software and in the respective license dialogue (under “OSS Licenses”). As set forth in these OSS Licenses, You are entitled to use the OSS in accordance with the respective OSS Licenses. The OSS Licenses shall prevail over this License Agreement with respect to the OSS. If the OSS Licenses require the distribution of the source code of such OSS, Siemens shall provide such source code upon request against payment of the shipping and handling charges.

5. MISUSE OF THE LICENSED SOFTWARE OR DATA GENERATED BY THE LICENSED SOFTWARE IS STRICTLY PROHIBITED BY LICENSOR, MAY VIOLATE SWISS, U.S. AND OTHER LAWS AND MAY SUBJECT YOU TO SUBSTANTIAL LIABILITY. You are solely responsible for any misuse of the Licensed Software under this License Agreement and for any liability or damage related in any way to your use of the Licensed Software in violation of this License Agreement. You are also responsible for using the Licensed Software in accordance with the limitations of this License Agreement.

6. TERMINATION. This License Agreement is effective from the first date You install, copy, sub-license or otherwise use the Licensed Software. Your license rights terminate automatically and immediately without notice if You fail to comply with any provision of this License Agreement.

7. WARRANTY DISCLAIMER. YOU ACKNOWLEDGE THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND NEITHER SIEMENS NOR ANY OF THEIR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE LICENSED SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY SIEMENS OR THEIR LICENSORS OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A SIEMENS REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY AFFECT THIS DISCLAIMER. YOU ASSUME ALL RESPONSIBILITY TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.

8. NO OTHER OBLIGATIONS; RESERVATION OF RIGHTS. This License Agreement creates no obligations on the part of Siemens other than as specifically set forth herein. Siemens reserves all rights not expressly granted to You in this License Agreement.

9. LIMITATION OF LIABILITY. IN NO EVENT SHALL SIEMENS, ITS EMPLOYEES, LICENSORS, AFFILIATES OR AGENTS BE LIABLE FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY, OR ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF SIEMENS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SHALL NOT APPLY IF AND TO THE EXTENT SIEMEN'S LIABILITY IS MANDATORY UNDER THE APPLICABLE LAW E.G. PRODUCT LIABILITY LAW OR INTENSIONALMISCONDUCT.

10. TECHNICAL SUPPORT AND AUDIT Siemens and its affiliates have no obligation to furnish You with technical support unless separately agreed in writing between You and Siemens. Siemens and where applicable their licensors in the Licensed Software shall be free to use any feedback and/or technical data including audit data received from You resulting from your access to and use of the Licensed Software for any purpose including (without limitation) the manufacture, marketing and maintenance or support of products and services. If and insofar as permissible under the relevant laws You permit Siemens and its affiliates to audit the use of the Licensed Software and will give assistance and access to the necessary information.

11. EXPORT CONTROL. The Software, including technical data / cryptographic software, may be subject to Swiss, German, European Union and U.S. export controls and may be subject to import or export controls in other countries. You agree to strictly comply with all applicable import and export regulations. Specifically, You agree, to the extent required by U.S. Export Administration Regulations, that You shall not disclose or otherwise export or re-export the Licensed Software or any part thereof delivered under this EULA to any country (including a national or resident of such country) to which the U.S. has restricted or prohibited the export of goods or services. You represent and warrant that You are not (i) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist sponsoring" country, or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

12. FOR U.S. GOVERNMENT END USERS: The Licensed Software was developed at private expense and each component thereof 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” as such terms are used in 48 C.F.R. 12.212 and FAR 52.227-19 Commercial Computer Software License. The Uniform Computer Information Transactions Act is excluded. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Software with only those limited rights set forth therein. Publisher is Siemens Switzerland, Ltd., Gubelstrasse 22, 6301, Zug, Switzerland.

13. APPLICABLE LAW AND FORUM. This License Agreement is governed by the laws of Switzerland. No choice of law rules of any jurisdiction will apply. Any disputes arising out of or relating to this License Agreement shall be settled by the courts in Zurich to the extent permitted by mandatory law.

14. MISCELLANEOUS. Unless Siemens has given separate individual contract conditions in writing this License Agreement represents the entire agreement between You and Siemens relating to the Licensed Software and (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any acknowledgement or similar communication between the parties during the term of this License. Notwithstanding the foregoing, some products of Siemens may require You to agree to additional terms through an on-line "click-wrap" license, and such terms shall supplement this License Agreement. If any provision of this License Agreement is held invalid, all other provisions shall remain valid unless such validity would frustrate the purpose of this License Agreement, and this License Agreement shall be enforced to the full extent allowable under applicable law. No modification to this License Agreement is binding, unless in writing and signed by a duly authorized representative of each party. This License Agreement shall be binding on and shall inure to the benefit of the heirs, successors, and assigns of the parties hereto. The failure of either party to enforce any right resulting from the breach of any provision of this License Agreement by the other party will not be deemed a waiver of any right related to a subsequent breach of such provision or any other right hereunder.