User's Manual

and to the Software and the User Manual is the sole and exclusive property of ecobee

and/or its licensors), as the case may be. ecobee reserves all rights not expressly

granted to LICENSEE hereunder, and for greater certainty, ecobee shall retain all

intellectual property and other proprietary rights in and to the Software and the User

Manual as provided by ecobee. Nothing in this EULA shall, or shall be deemed or

construed to, assign, transfer or convey to LICENSEE any title, rights or interest in or to

any intellectual property, including in or to the Software or User Manual, other than

the licenses speci cally and expressly granted herein.

3. Grant of Limited License: Upon LICENSEE’s use of the Product (and corresponding

acceptance of the terms and conditions of this EULA), ecobee hereby grants to

LICENSEE a limited, nonexclusive, personal, perpetual, non-transferable and revocable

license to use the Software embedded in the Product as and to the extent described

in this EULA for as long as LICENSEE complies with the terms and condition of this

EULA. ecobee reserves all rights not expressly granted to LICENSEE. For certainty, this

EULA does not apply to or govern LICENSEE’s use of or access to the Web Portal or the

product, which are each governed by and subject to separate terms and conditions.

4. Permitted Use: Pursuant to the Software license granted to LICENSEE under this EULA,

LICENSEE shall be permitted to: (a) use the Software embedded in the Product for

the purposes of using the Product only as intended and contemplated by the User

Manual, provided that the Software may only be used for its personal and private use

in connection with the use of the Product; and (b) use the User Manual provided by

ecobee solely as is necessary to operate and use the Software and product as and to

the extent permitted thereunder and under this EULA.

5. License Transferable: This EULA shall be binding upon and shall ensure to the

bene t of and be enforceable by each of the parties, their respective successors

and permitted assigns. LICENSEE may assign this EULA without the prior consent of

ecobee. ecobee may assign this EULA without the consent of LICENSEE at any time.

6. Copy Restrictions: Unauthorized copying or distribution of Software or the User

Manual is expressly prohibited. LICENSEE may make a reasonable number of copies

of the User Manual to the extent reasonably required for its use of the Software and

Product as permitted by this EULA; provided that LICENSEE may not use the User

Manual separately from the Product or Software or for any purpose other than as

contemplated herein.

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