NETWORK INTERFACE SOFTWARE LICENSE AGREEMENT

NOTICE

This is a legal agreement between You and Echelon Corporation ("Echelon"). YOU MUST READ AND AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT BEFORE ANY LICENSED SOFTWARE CAN BE DOWNLOADED OR INSTALLED OR USED. BY CLICKING ON THE "ACCEPT" BUTTON OF THIS SOFTWARE LICENSE AGREEMENT, OR DOWNLOADING LICENSED SOFTWARE, OR INSTALLING LICENSED SOFTWARE, OR USING LICENSED SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT, THEN YOU SHOULD EXIT THIS PAGE AND NOT DOWNLOAD OR INSTALL OR USE ANY LICENSED SOFTWARE. BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO DOWNLOAD OR INSTALL OR USE LICENSED SOFTWARE.

Software License Agreement

Echelon Corporation ("Echelon") grants You a non-exclusive, non-transferable license to use the copy of the Licensed Software and accompanying documentation and any updates or upgrades thereto provided by Echelon according to the terms set forth below. If the Licensed Software is being provided to you as an update or upgrade to software which you have previously licensed, then you agree to destroy all copies of the prior release of this software within thirty (30) days after this download; provided, however, that you may retain one (1) copy of the prior release for backup, archival and support purposes. As used herein,

"Licensed Software" means the Network Interface driver software provided by Echelon either on tangible media or via Internet download.

"Network Interface" means any product in the following product families: the i.LON 10 Ethernet Adapter, i.LON 100 Internet Server, i.LON 600 LONWORKS/IP Server, LTS-20 SLTA Core Module, PCC-10 PC Card Network Interface, PCLTA-10 ISA Network Interface, PCLTA-20 PCI Network Interface, PCLTA-21 PCI Network Interface, PL-SLTA Power Line Serial Network Interface, SLTA-10 Serial Network Interface, U10/U20 USB Network Interfaces, and any updates thereof and replacements thereto.

"Host Application Software" means software that (i) executes on a microprocessor attached to a Network Interface, (ii) in conjunction with a Network Interface, acts as a device on a LONWORKS network and (iii) includes the Licensed Software or modifications thereof made by Licensee.

"You(r)" means the company, entity or individual whose funds are used to purchase the Network Interface, or who has otherwise rightfully acquired the Licensed Software. Please refer to documentation to confirm which particular Licensed Software works with each particular Network Interface.

LICENSE

You may:

(a) download the Licensed Software and accompanying documentation onto Your computer,

(b) use and incorporate with additional software and modify (if provided by Echelon in source code form) the Licensed Software to create Host Application Software, and use the accompanying documentation to support such efforts,

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

(d) reproduce and distribute Host Application Software and the Licensed Software, in binary form only, solely for use with a Network Interface, provided that you reproduce, unaltered, all proprietary notices on or in the copies and use Echelon's software installer (as provided in this download) as the delivery and installation mechanism. You may not modify the installer or any of the files contained therein. You may not "wrap" the installer in such a way as to obscure Echelon's trademarks or click through license agreement. The user must be able to abort the install process if the user is not in agreement with the terms of the installer’s click-through license.

The royalty due to Echelon for such reproduction and distribution is incorporated in the price You paid for the Network Interface. You remain solely responsible for support, services, upgrades or other technical assistance ("Support") with respect to such Host Application Software and the Licensed Software, and will indemnify and hold Echelon harmless from all loss, cost liability and expense arising from Your use or distribution of such Host Application Software and the Licensed Software ("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 Licensed Software (except as expressly permitted above), or copy the accompanying documentation,

(b) modify or translate any Licensed Software that is not provided by Echelon in source code form, or modify or translate any Licensed Software that is provided in source code form except as expressly permitted above,

(c) modify, translate, reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Licensed Software, including without limitation any such mechanism used to restrict or control the functionality of the Licensed Software, or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Licensed Software (except to the extent that such activities may not be prohibited under applicable law and except to the extent that the Licensed Software is provided in source code form), or

(d) distribute, rent, transfer or grant any rights in the Licensed Software or modifications thereof or accompanying documentation (except as expressly permitted above) in any form to any person without the prior written consent of Echelon.

(e) use the Licensed Software with network interfaces not manufactured by Echelon, or

(f) without limiting the foregoing, use the Licensed Software to build a LonTalk Protocol analyzer or otherwise to gain access, with other than the LonScanner Protocol Analyzer, to messages on a LonTalk channel that are not addressed at LonTalk Layer 5 or higher to the Network Interface.  This license is not a sale. Title and copyrights to the Licensed Software, accompanying documentation and any copies made by you remain with Echelon and its suppliers. Unauthorized copying of the Licensed Software 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 Host Application Software incorporates the Licensed Software, 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

Echelon warrants that, for a period of ninety (90) days from the date of delivery or transmission to You, the media on which the Licensed Software is furnished, if any, under normal use will be free from defects in materials and workmanship and the Licensed Software under normal use will perform substantially in accordance with the Licensed Software specifications contained in the Licensed Software documentation.

Echelon's entire liability and Your exclusive remedy under this warranty (which is subject to Your returning the Licensed Software to Echelon if provided on tangible media) will be, at Echelon's option, to use reasonable commercial efforts to attempt to correct or work around errors, to replace the Licensed Software or media with functionally equivalent Licensed Software or media, as applicable, or to refund the purchase price and terminate this Agreement. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ECHELON MAKES AND YOU RECEIVE NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH YOU, AND ECHELON AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND THEIR EQUIVALENTS. Echelon does not warrant that the operation of the Licensed Software will be uninterrupted or error free or that the Licensed Software will meet Your specific requirements.

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, COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE SUPPLY OR USE OF THE LICENSED SOFTWARE OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE). THIS LIMITATION WILL APPLY EVEN IF ECHELON OR AN AUTHORIZED DISTRIBUTOR HAS 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 EXCEED THE AMOUNTS PAID FOR THE NETWORK INTERFACE. YOU ACKNOWLEDGE THAT THE AMOUNTS PAID BY YOU FOR THE NETWORK INTERFACE REFLECT THIS 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 HOST APPLICATION SOFTWARE 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, LONWORKS NETWORK INTERFACES, AND THE LICENSED SOFTWARE 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, LONWORKS NETWORK INTERFACES, OR THE LICENSED SOFTWARE 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 software, source code, or technology (including products derived from or based on such technology) received from Echelon under this Agreement to any country (or national thereof) subject to antiterrorism 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 Licensed Software and any agreement on the box containing the Network Interface does not apply to the Licensed Software. This Agreement supersedes any other communications or advertising with respect to the Licensed Software and accompanying documentation. 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. If You are acquiring the Licensed Software on behalf of any part of the U.S. Government, the following provisions apply. The Licensed Software and documentation thereto are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR Section 227.7202 and DFAR Section 212.212, as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of the software or documentation by the U.S. Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. Any technical data provided that is not covered by the above provisions is deemed to be "technical data-commercial items" pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).

For license terms for reproduction and distribution of the Host Application Software and Licensed Software for use with a device other than a Network Interface, contact Echelon at Echelon Corporation, 550 Meridian Avenue, San Jose, CA 95126, USA.  Attn: Contract Administration.

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

P/N 120-0029-01H