End User License Agreement
(May be updated from time to time by Tridium)

TRIDIUM, INC. ("TRIDIUM") HAS DEVELOPED A STANDARDIZED ARCHITECTURE AND RELATED SOFTWARE FOR INTERCONNECTING DEVICES AND CONTROLLERS THAT INCLUDES ELEMENTS SOLD UNDER THE NAME "SEDONA FRAMEWORK®"  ("SEDONA FRAMEWORK").  TRIDIUM HAS ALSO DEVELOPED A SET OF REFERENCE FILES TO ASSIST LICENSEES OF ITS SEDONA FRAMEWORK IN DEVELOPING PRODUCTS THAT ARE INTEROPERABLE WITH THE SEDONA FRAMEWORK.  THESE REFERENCE FILES ARE REFERRED TO BELOW AS THE "LICENSED FILES" AND ARE LICENSED UNDER THIS END USER LICENSE AGREEMENT.  TRIDIUM IS WILLING TO PROVIDE A LIMITED LICENSE OF THE LICENSED FILES TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE "I ACCEPT" BUTTON. BY CLICKING ON THE "I ACCEPT" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. . FURTHERMORE, IF YOU ARE INSTALLING THE LICENSED FILES ON BEHALF OF, OR FOR THE BENEFIT OF, AN END USER OTHER THAN YOURSELF, THEN  BY CLICKING ON THE "I ACCEPT" BUTTON YOU ALSO  REPRESENT THAT YOU ARE AUTHORIZED BY SUCH END USER TO ACCEPT THE TERMS OF THIS LICENSE FOR THE END USER AS THE AGENT OF THE END USER.   IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, OR IF YOU ARE NOT AUTHORIZED BY THE END USER TO ACCEPT THE TERMS OF THIS LICENSE AGREEMENT FOR THE END USER,  CLICK ON THE "DO NOT ACCEPT" BUTTON TO DISCONTINUE THE INSTALLATION PROCESS. THE ACCEPTANCE OF THIS AGREEMENT IS REQUIRED FOR USE OF THE LICENSED FILES BY THE END USER OR BY ANYONE INSTALLING, CONFIGURING OR OTHERWISE OPERATING THE LICENSED FILES ON BEHALF OF THE END USER.   

1. 	LICENSE GRANTS AND RESTRICTIONS. Subject to the terms and conditions contained herein, Tridium hereby grants you a non-transferable, non-exclusive, limited license to install and use the Licensed Files solely for your internal business use. Furthermore, you may create derivative works of the Licensed Files for your own use and for distribution to others, provided that you either:
(a) do not indicate in any way, directly or indirectly, that your derivative work is based on files provided by Tridium, or on files that are part of the Sedona Framework or Niagara Framework, or otherwise make any statement or take any action that could cause a third party to believe that your derivative work was created by, or approved by, Tridium, in whole or in part, or
(b)  (i) make material modifications to the files to cause them to perform a function other than the function they performed in their unmodified state, and (ii) cause your derivative work to carry the following notice:
This work is, or includes, a derivative work based on files provided by Tridium, Inc., ("Reference Files").  The Reference Files have been modified by [insert name of owner of derivative work].  The Reference Files were provided by Tridium, Inc., AS IS, WITHOUT ANY WARRANTY OF ANY KIND, and without charge; and
   (c) in case of either (a) or (b) above, cause the whole of the your derivative work to be licensed at no charge.
You may not distribute the Licensed Files in their original form to any third party. 
2.	NO OTHER RIGHTS GRANTED. Apart from the license expressly granted herein, no license or other right is granted by Tridium to you under this Agreement, either directly or by implication, estoppel, or otherwise. 
2.	TECHNICAL SUPPORT. TRIDIUM SHALL HAVE NO OBLIGATION TO PROVIDE TECHNICAL SUPPORT TO YOU IN CONNECTION WITH THE LICENSED FILES. 
4.	LICENSED FILES PROVIDED FREE OF CHARGE. You acknowledge that the Licensed Files were provided to you free of charge 
5. 	OWNERSHIP BY TRIDIUM. Tridium retains all right, title and interest, in and to the Licensed Files (and any portions thereof) not expressly licensed to you under this Agreement. You shall not have any right, title, or interest to the Licensed Files except as provided in this Agreement, and further shall secure and protect the Licensed Files consistent with maintenance of Tridium's proprietary rights therein. You agree that you shall not contest or challenge, or take any action inconsistent with or that may damage or impair Tridium's ownership or rights, and that you shall not use the Licensed Files except as expressly authorized in this Agreement. 
6. 	WARRANTIES AND LIMITATIONS. 
6.1 	Disclaimer of Software Warranty. TRIDIUM LICENSES THE LICENSED FILES"AS IS," AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. TRIDIUM SPECIFICALLY DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF, NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRIDIUM, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY.
6.2	Limitation of Liability. NEITHER TRIDIUM NOR ANY OF ITS LICENSORS, OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING DAMAGES FOR LOST PROFITS, LOST BUSINESS, PERSONAL INJURY, LOST DATA, BUSINESS INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN IF TRIDIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
6.3 		Limitation of Remedies. IN NO EVENT SHALL TRIDIUM HAVE ANY MONETARY LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE LICENSED FILES. 
7. 	INDEMNIFICATION. You shall indemnify and hold harmless Tridium from and against all losses, claims, damages or other causes of any nature or kind whatsoever (including reasonable attorney's fees) arising directly or indirectly out of third party claims concerning (i) a breach of any of your obligations, covenants, representations or warranties contained herein; (ii) any product developed by you using the Licensed Files; (iv) any combination of the Licensed Files, or any component of it, with any product developed by you using the Licensed Files  or with any other product, equipment, device, software, system or data not supplied by Tridium, and (v) the negligence or intentional misconduct of you or your officers, employees, agents or contractors. You agree not to interpose any cross-claim, third party claim or similar claim against Tridium based on a claim, suit, action or proceeding  threatened or commenced against you related to the Licensed Files and arising out of any matter other than a matter, if any, for which Tridium has agreed to indemnify you under a separate agreement signed by Tridium.
8.	TERM AND TERMINATION. This Agreement is effective upon your clicking the "I Accept" button and shall continue until terminated. You may terminate this Agreement at any time by returning the Licensed Files and all copies and extracts to Tridium and destroying all derivative work you may have made of the Licensed Files. Tridium may terminate this Agreement upon a material or continuing breach of this Agreement by you by the giving of 10 days prior written notice of termination, stating the cause therefor, with termination becoming effective at the close of said 10-day term if the breach is not then cured to the satisfaction of Tridium.
9.	TRADEMARKS.  Under no circumstances may you use the "Powered by Niagara Framework" trademark, "Powered by Sedona Framework" trademark or any other trademark or service mark of Tridium to identify goods or services provided by you except as expressly agreed to by Tridium in writing. 
10. 	GENERAL TERMS. 
10.1 	Assignment. You may assign this Agreement or your rights and obligations under this Agreement to a purchaser of the real property and/or hardware on which the software is installed, provided (i) you provide the purchaser with a copy of this Agreement and (ii) the purchaser agrees to comply with all of the terms and conditions of this Agreement. Tridium may assign this Agreement without your consent. 
10.2 	Export. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply strictly with all such regulations and acknowledge that you have the responsibility to obtain such licenses to export, re-export, or import the Licensed Files. The Licensed Files  may not be used, sold, resold, sublicensed, diverted, transferred, reshipped, or otherwise exported or re-exported: (i) in, into or through any country designated as a terrorist supporting country by the U.S. government or any of its agencies; (ii) in, into or through any country for which the U.S. has an embargo or with which the U.S. or any of its agencies maintains comprehensive trade controls; (iii) to or by a national or resident of the countries described in (i) or (ii); or (iv) to or by any party included in the United States Department of Commerce's Denied Persons List, Entity List or Unverified List; or the United States Department of the Treasury's Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations or Debarred Persons List; or is otherwise designated by the U.S. government or any of its agencies as a party with which it is unlawful to do business.
10.3 	Equitable Relief. You acknowledge that any breach of your obligations hereunder with respect to the Licensed Files, including, without limitation, Section 5 above, will cause Tridium irreparable injury for which it has no adequate remedy at law.  You further agree that Tridium will be entitled to seek and obtain equitable relief, including preliminary injunctions and temporary restraining orders, to prevent any unauthorized use of the Licensed Files, without posting of bond or other security, in addition to all other remedies available to it under this Agreement or other applicable law. 
10.4 	Entire Agreement. This Agreement comprises the entire agreement between the parties relating to its subject matter. This Agreement supersedes all prior agreements and understandings, written or oral, express or implied. This Agreement can be amended or modified only by a writing executed in advance by duly authorized representatives of each of the parties hereto. In the event any foreign ministry or other governmental entity or agency makes any changes, deletions or modifications to this Agreement, holds any provision herein unenforceable or imposes any conditions or restrictions on either party to this Agreement which affects its ability to fully perform, Tridium shall have the right to immediately terminate this Agreement. By clicking the I ACCEPT button, you represent and warrant that all consents, approval or authorizations of third parties, foreign ministries or any governmental entities or agencies, required as a condition or otherwise necessary for you to enter into and perform its obligations under this Agreement have been duly obtained. 
10.5 	Waiver. A waiver of any breach of default of this Agreement shall not create a waiver of the term or of any subsequent breach of default. 
10.6 	Governing Law; Choice of Venue. The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the substantive laws of the Commonwealth of Virginia with respect to claims governed by state law and the laws of the United States with respect to claims arising under the laws of the United States, without regard to conflicts of laws principles and excluding the Convention on Contracts for the International Sale of Goods. Any action arising from or relating to this Agreement or the conduct of the parties pursuant hereto shall be commenced and heard solely within a federal or state court of competent jurisdiction found within the boundaries of the United States District Court for the Eastern District of Virginia, Richmond Division, and Tridium and you each consent to personal jurisdiction and venue in any such court. 
10.7 	Severability. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term shall be modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law. 
10.8 	Federal Government Use. With respect to any acquisition of the Licensed Files by or for any unit or agency of the U.S. Government ("Government"), the Licensed Files shall be classified as "Commercial Computer Software," as that term is defined in the applicable provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense ("DoD") FAR Supplement ("DFARS"). The terms and conditions of this license agreement shall pertain to the Government’s use and disclosure of the Licensed Files, and shall supersede any conflicting contractual terms or conditions, except to the extent that any term or condition is inconsistent with Federal law. If the Government requires any rights that are not conveyed under this license agreement, such rights will be separately negotiated and shall be set forth in a separate agreement or an addendum to this license agreement. 
