SOFTWARE LICENSE AGREEMENT

USER NOTIFICATION: PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU COPY, INSTALL OR USE THIS SOFTWARE IN PART OR IN WHOLE, YOU ACCEPT ALL TERMS OF THIS AGREEMENT INCLUDING AND IN PARTICULAR THE FOLLOWING RESTRICTIONS:

(a) USAGE ACCORDING TO ARTICLE 2;

(b) TRANSFERABILITY ACCORDING TO ARTICLE 4;

(c) WARRANTY ACCORDING TO ARTICLE 6 AND 7

(d) LIABILITY ACCORDING TO ARTICLE 7 AND SPECIFIC EXEMPTIONS ACCORDING TO ARTICLE 13.

YOU CONFIRM THAT THIS AGREEMENT AS WELL AS ANY OTHER WRITTEN AND SIGNED AGREEMENT IS VALID. THIS AGREEMENT MAY BE ENFORCED AGAINST YOU OR ANY OTHER JURISTIC PERSON THAT HAS RECEIVED AND USES THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE THE SOFTWARE.

Futurasmus KNX Test Lab, S.L. and its suppliers hold all intellectual property rights for the Evolution software (in all its versions) in accordance with article 1. The software is licensed, not sold. Third party products that are part of the software may be subject to different terms and conditions. Please contact Futurasmus KNX Test Lab, S.L. for further information.

1. DEFINITIONS

The name "Futurasmus" stands for Futurasmus KNX Test Lab, S.L., based at C/ Capitán Martí, nº 16, bajo A, 03550 Sant Joan d’Alacant, Alicante, Spain.

"Evolution Server" stands for a computer device which receives information in digital or similar format and transforms this information into a specific result. The software Evolution is installed on the Evolution server.

"Internal network" stands for a private, protected network source which is available only to employees or individual contractors (i.e. temporarily employed staff) of a named company or other business unit. Internal network does not include the internet or other communal networks with open access, in particular membership or subscription-based groups, associations or other organizations.

The "permitted number of users" is three (3) if no additional valid user license has been activated.

"Software" refers to the entire information that is delivered with this agreement:

• In particular software files and other computer information of Futurasmus or third parties;
• Samples and photo stocks, images, audio, clip art and artistic work (“stock files”).
• Associated written explanations and files (“documentation“).
• All modified versions and copies as well as all updates, upgrades and additions to this information that Futurasmus has made available to you at any point unless these are subject to a separate agreement (in summary ”updates“).

An ”update“ is an improved version of the original software. Updates are available free of charge and can be downloaded from the Futurasmus website at www.futurasmus-knxgroup.com.

An “upgrade“ is a software extension that can be purchased from Futurasmus. Upgrades can only be installed on authorized serial numbers.

2. SOFTWARE LICENSE

When purchasing an Evolution Server from Futurasmus or one of its authorized licence holders and when complying with the terms and conditions of this agreement, Futurasmus awards you a non-exclusive license to use the software as described in the documentation.

Please see article 13 for specific conditions for certain components.

2.1 General Usage

The software must only be used on the Evolution server that is part of the delivery package.

2.2 Stock files

Unless specified differently in the master files, which may be subject to special rights and restrictions, you may display, modify, copy and distribute the stock files. However, you must not distribute the stock files individually (i.e. in cases where these make up the actual value of the distributed product). Stock files must not be used for the creation of offensive, defamatory, fraudulent, obscene or pornographic material. They must also not be used for any material that breaches the intellectual property rights of third parties or for material that is illegal in any other form.

You have no right to trademarks for either the stock files or any variations thereof.

3. INTELLECTUAL PROPERTY RIGHTS

The software and all authorized copies thereof are the intellectual property of Futurasmus. The software structure, organization and code constitute confidential information within Futurasmus and its suppliers. The software is protected by law, in particular European Community copyright law.

This agreement does not provide you with any intellectual property rights to the software and Futurasmus and its suppliers reserve all rights other than those expressly stipulated in this agreement.

4. RESTRICTIONS

4.1 Protection notice

Copying the software is not permitted. Each authorized copy must show the same copyright notice as the original software.

4.2 No alterations

Changing, adjusting or translating the software is not permitted. You must not decompile or disassemble the software or carry out any reverse engineering to determine the software’s source code.

4.3 No Unbundling

The software may contain different applications, programs and components, support different platforms and languages and may have been made available to you in different formats or multiple copies. Nevertheless, the software has been developed and made available to you as one single product. It must therefore only be used as such according to article 2 and 13. You may not need all the components of the software. However, the software components must not be unbundled for use on different computers.

Unbundling or re-packaging the software for distribution, transfer or resale purposes is not permitted.

4.4 No Transfer

YOU MUST NOT LEND, LET, SELL, SUB-LICENCE, RELINQUISH OR CONFER THE RIGHTS TO THIS SOFTWARE OR COPY THE SOFTWARE EITHER IN PART OR IN WHOLE TO THE COMPUTER OF ANOTHER PERSON OR JURISTIC BODY APART FROM THOSE CASES THAT ARE EXPRESSLY PERMITTED BELOW:

However, you may transfer all your rights to using the software to another natural or juristic person under the condition that (a) you (i) transfer this agreement and (ii) the serial number(s), the software and any other software or hardware that was delivered therewith or pre-installed thereon to this person, (b) you do not retain any upgrades, updates and copies, including back-ups or other copies saved on the computer (c) the recipient accepts the conditions of this agreement as well as all other conditions under which you acquired a valid software licence.

IRRESPECTIVE OF THESE EXEMPTIONS, YOU MUST NOT TRANSFER ANY TRAINING, DRAFT OR SAMPLE COPIES OF THE SOFTWARE.

Before the transfer, Futurasmus may request written acceptance of the terms and conditions laid out in this agreement from both you and the recipient, ask for information about you both and request registration of the end user of the software. Please go to www.futurasmus-knxgroup.com or contact Futurasmus customer service for more information.

5. UPDATES

If the software constitutes an upgrade or update of a previous version (both for the Evolution Software from Futurasmus or the CBSE ComBridge Evolution Software from IPAS GmbH), you must have a valid license for the previous version to be allowed to use the upgrade or update. All upgrades and updates are made available to you on the basis of a license exchange. You agree that by using the upgrade or update, you give up the right to use the previous version of the software. In exceptional cases, you may continue using a previous version after receiving an update or upgrade, only to make it easier for you to get used to the upgrade or update. This right is only granted on the basis that the previous version and the upgrades or updates are installed on the same computer. Upgrades and updates need to be licensed by Futurasmus under additional or different license conditions

6. LIMITED WARRANTY

Unless stipulated otherwise under article 13, for those obtaining a software license for the first time Futurasmus guarantees for a period of ninety (90) days from receipt of the software that it is able to perform the functions listed in the documentation if used according to the recommended operating system and hardware configuration. Slight deviations from the descriptions in the documentation do not constitute grounds for a warranty claim.

THIS LIMITED WARRANTY DOES NOT APPLY TO CORRECTION SOFTWARE, FONT TYPE SOFTWARE THAT HAS BEEN CONVERTED INTO A DIFFERENT FORMAT, PRELIMINARY OR TEST VERSIONS (BETA), START-UP SOFTWARE, EVALUATIONS, PRODUCT SAMPLES OR SAMPLE COPIES ("NOT FOR RESALE -- NFR") OF THE SOFTWARE OR WEBSITES, ONLINE SERVICES OR CERTIFICATION SERVICES (see article 13).

All warranty claims must be submitted within 90 days on presentation of proof of purchase. If the software does not perform the functions listed in the documentation, Futurasmus may decide to either exchange the software or reimburse the licensing fee paid for the software.

THIS LIMITED WARRANTY CONCEDES SPECIFIC RIGHTS TO YOU. YOU MAY BE ENTITLED TO FURTHER RIGHTS DEPENDING ON THE APPLICABLE LEGAL SYSTEM.

For further information regarding the warranty, please refer to the country-specific exceptions listed at the end of this agreement or contact the Futurasmus customer service.

7. CAVEAT EMPTOR

THE PREVIOUSLY DESCRIBED LIMITED WARRANTY IS THE ONLY WARRANTY OFFERED BY FUTURASMUS AND ITS AFFILIATED COMPANIES. IT CONSTITUTES THE ONLY ENTITLEMENT TO A WARRANTY CLAIM.

FUTURASMUS AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND ACCESS TO ALL WEBSITES, ONLINE AND CERTIFICATION SERVICES "AS IS" AND WITH ALL DEFECTS AND MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING PERFORMANCE, SAFETY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE AFOREMENTIONED LIMITED WARRANTY AND ANY WARRANTY, CONDITION OR ASSURANCE THAT CANNOT BE EXCLUDED OR RESTRICTED BECAUSE OF NATIONAL LAWS, ARE THE ONLY EXCEPTIONS.

The conditions under article 7 and 8 also apply after the contract has come to an end. This does not mean, however, that the software may still be used after the contract has terminated or that user rights may be extended.

8. LIMITED LIABILITY

WITH THE EXCEPTION OF THE LEGAL REMEDIES DESCRIBED ABOVE OR UNLESS STIPULATED DIFFERENTLY UNDER ARTICLE 13, FUTURASMUS AND ITS SUPPLIERS DO NOT ASSUME LIABILITY FOR LOSS, DAMAGE, CLAIMS OR COSTS OF ANY KIND, INCLUDING CONSEQUENTIAL DAMAGE, INDIRECT OR ACCIDENTAL DAMAGE, LOSS OF INCOME OR SAVINGS, DAMAGES RESULTING FROM OPERATIONAL SHUTDOWN, PERSONAL INJURY, WANT OF CARE OR THIRD PARTY CLAIMS, EVEN IF A FUTURASMUS REPRESENTATIVE HAS BEEN INFORMAED ABOUT THE POSSIBILITY OF SUCH LOSSES, DAMAGES, CLAIMS OR COSTS.

THESE LIMITATIONS AND EXEMPTIONS ARE APPLICABLE IN ACCORDANCE WITH NATIONAL LEGAL REQUIREMENTS. WITHIN THE FRAMEWORK OF THIS AGREEMENT THE JOINT LIABILITY OF FUTURASMUS AND ITS ASSOCIATES AND SUPPLIERS IS LIMITED TO THE AMOUNT THAT HAS BEEN PAID FOR THE SOFTWARE. THIS LIMITATION ALSO APPLIES IN CASE OF A FUNDAMENTAL OR SUBSTANTIAL VIOLATION OR BREACH OF THIS AGREEMENT.

Liability is not limited, however, in case of death or personal injury when these are the result of negligence or deceit on part of Futurasmus. Futurasmus only acts on behalf of its affiliates and suppliers with regards to the disclaimer, exemptions and limitation of obligations, liability and warranty. Otherwise Futurasmus does not act on behalf of its associates or suppliers. For further information, please refer to the country-specific exceptions listed at the end of this agreement or contact the Futurasmus customer service.

9. EXPORT CONDITIONS

You undertake to not use or export, transfer or send the software to a country to which such export is prohibited according to European or other export regulations, laws or restrictions. If according to these regulations the software is subject to an export embargo, you guarantee that you are not a national or resident of a country for which an embargo has been issued or which is subject to other restrictions and that you are not prohibited from receiving the software.

All rights to use the software are granted on the basis that these are forfeited if you do not comply with the conditions of this agreement.

10. APPLICABLE LAW

This agreement is subject to the current substantive law of Spain.

11. GENERAL TERMS AND CONDITIONS

If it turns out that part of this agreement is invalid or not enforceable, this does not affect the validity or enforceability of the remaining agreement. This agreement must not compromise the legal rights of any party which acts as a consumer. Any alterations to this agreement must be in written form and signed by an authorized representative of Futurasmus.

This is the complete software agreement between you and Futurasmus. It replaces any previous explanations, negotiations, assurances, notifications or advertisements regarding the software.

12. IMPLEMENTATION OF THE LICENSE AGREEMENT

On request of Futurasmus or its authorized representative, companies, associations and organizations are compelled to prove and confirm within thirty (30) days that they use any Futurasmus software according to the conditions of a valid Futurasmus license.

13. SPECIAL CONDITIONS AND EXEPTIONS

This article contains special conditions regarding certain components of the software as well as exemptions to the above conditions. Regulations and conditions spelt out in this article have priority where they conflict with others in this agreement.

13.1 Additional conditions for the preliminary version

If the product you acquired with this license is a “not-for-resale” preliminary version or Beta software, the conditions laid out in this article apply. The preliminary software version is not the final product of Futurasmus and may have errors or functional problems that may lead to a system or hardware crash or to data loss. Futurasmus may never offer the preliminary version commercially. If you have acquired such software according to a separate written agreement, such as for example the license agreement for unpublished products of Futurasmus, its use is subject to the conditions of such agreement. You must return or destroy all copies of the preliminary software version on request Futurasmus or if Futurasmus offers this software commercially.

USE OF THE PRELIMINARY VERSION IS AT YOUR OWN RISK, SEE ARTICLE 7 AND 8 FOR WARRANTY AND LIABILITY LIMITATIONS THAT APPLY TO PRELIMINARY VERSIONS.

13.2 Test versions, product samples, sample copies (NFR) – additional conditions

If the software is a test version, start-up software, a product sample or a sample copy (NFR) ("test version software"), the following conditions apply. The test versions may have limited functionality and are only meant for demonstration and test purposes, not for commercial purposes. USE OF ANY TEST VERSION IS AT YOUR OWN RISK, SEE ARTICLE 7 AND 8 FOR WARRANTY AND LIABILITY LIMITATIONS THAT APPLY TO TEST VERSIONS.

13.3 Time-limited software

If the software is a time-limited version, it will stop working after a certain time period or a certain number of start-ups following the installation. The existing license ends after this time period unless you purchase a fully valid license from Futurasmus.

ACCESS TO ALL FILES OR RESULTS THAT HAVE BEEN CREATED WITH SUCH SOFTWARE OR AN ASSOCIATED PRODUCT, IS AT YOUR OWN RISK.

13.4 Educational Software Product

If the agreement refers to software used in educational establishments (i.e. software that is solely created and distributed to end users in educational institutions), you may only use the software if under the laws of the land you are considered an educational end user.

13.5 ONLINE SERVICES

13.5.1

The software may depend on your access to websites maintained by Futurasmus or its affiliated companies and suppliers which offer products, information, software and online services.

Your access to and use of any such website is subject to the terms and conditions specified on the site, such as for example the terms and conditions on www.futurasmus-knxgroup.com.

Futurasmus may at any point and for any reason change or cancel the availability of any website or online service.

13.5.2

Futurasmus does not control or condone any third-party websites or online services and does not assume liability for any of these. All business between you and a third party relating to a website or online service including delivery and payment and terms and conditions only concern you and the third party.

13.5.3

UNLESS SPECIFIED DIFFERENTLY IN A SEPARATE AGREEMENT, USE OF WEBSITES AND ONLINE SERVICES IS AT YOUR OWN RISK. PLEASE SEE ARTICLE 7 and * for WARRANTY AND LIABILITY RESTRICTIONS THAT APPLY TO WEBSITES AND ONLINE SERVICES