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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
gain access to the Software or User Manual (the Software and User
Manual being the condential information of ecobee); or (e) use
Software to access or in conjunction with any other thermostat
monitoring services or products of any ecobee competitor.
8. Support: ecobee may in its discretion, without any obligation to do
so and subject to the limitations of this EULA, provide LICENSEE with
help-desk telephone support concerning LICENSEE’s use of the
SOFTWARE to the extent provided for in the Product Terms of Sale
in connection with purchase and sale of the Product and the Terms
of Service entered into by you and ecobee, if any, in connection with
the thermostat monitoring and data management services provided
by ecobee in connection with the Product. Refer to the ProductTerms
of Sale and/or the Terms of Service associated with the Product and
related services for further details on Software and Product support.
9. Relief: LICENSEE agrees that damages would not be an adequate
remedy for any breach of this EULA aecting or related to a breach
or misappropriation of ecobee’ (or its or its third party licensors’)
intellectual property rights in and to the Software and User Manual.
LICENSEE, and nothing in this EULA, shall interfere with, delay,
obstruct, or prevent ecobee from taking, or require ecobee to take,
any steps prior to taking action to seek an interim and interlocutory
equitable remedy on notice or ex parte to enforce any provision
herein to protect its rights concerning the Software or other intellectual
or proprietary rights. LICENSEE agrees not to contest, object to, or
otherwise oppose an application for equitable relief by ecobee in
such circumstances and LICENSEE waives any and all immunities
from any equitable relief to which it may be entitled. Any such relief
or remedy shall not be exclusive, but shall be in addition to all other
available legal or equitable remedies. LICENSEE agrees that the
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provisions of this Section are fair and reasonable and are necessary
to protect ecobee’ intellectual property rights.
10. Termination: This EULA is eective until and unless terminated.
Subject to Section 13, this EULA will terminate automatically
if LICENSEE fails to comply with any provision of the License.
If LICENSEE is a business entity or other entity, any failure to
comply with the terms and condition of this EULA by any individual
employed or engaged by such entity will be deemed a failure to
comply by LICENSEE. Upon any termination, LICENSEE shall destroy
all copies of Software and User Manual.
11. Warranty: (a)ecobee shall provide its standard Product and
Software limited warranty statement (“Customer Warranty”),
which equally applies to the Software embedded in the Product,
and which is incorporated by reference herein, with the Product
for your benet only. In the event of an Error in connection with
the Software, refer to the Customer Warranty and Terms of Sale
provided with the Product for further detail.
(b) EXCEPT FOR THE REPRESENTATIONS, WARRANTIES, AND
COVENANTS EXPRESSLY CONTAINED IN THIS EULA, THE PRODUCT
TERMS OF SALE AND THE PRODUCT WARRANTY, THE SOFTWARE
AND SOFTWARE DOCUMENTATION AND ANY SUPPORT IS PROVIDED
ON AN “AS IS” BASIS, AND THERE ARE NO OTHER REPRESENTATIONS,
WARRANTIES, COVENANTS, OR CONDITIONS, EXPRESS OR IMPLIED
(INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MER-
CHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE AND
THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A
COURSE OF DEALING OR USAGE OF TRADE), INCLUDING, BUT NOT
LIMITED TO, NON-INFRINGEMENT, CORRECTNESS, FUNCTIONALITY,
RELIABILITY, ACCURACY, CURRENTNESS, OPERATION, USE OR THE
RESULTS OF THE USE BY LICENSEE, THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE (OR THAT ALL
ERRORS CAN OR WILL BE CORRECTED) OR THAT THE SOFTWARE OR
SOFTWARE DOCUMENTATION WILL MEET LICENSEE’S REQUIREMENTS,
ALL OF WHICH ARE EXPRESSLY DENIED AND DISCLAIMED TO THE
MAXIMUM EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO
NOT PERMIT LIMITATIONS ON OR EXCLUSIONS OF CERTAIN IMPLIED
WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES; THEREFORE THE ABOVE LIMITATIONS MAY NOT APPLY
TO YOU IN CERTAIN CIRCUMSTANCES. ecobee DISCLAIMS AND
SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY AND ALL ACTS OF
THIRD PARTIES. NO OTHER PERSON IS AUTHORIZED TO EXTEND,
VARY OR TRANSFER ANY PROVIDED WARRANTY ON BEHALF OF
ecobee. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE
AND USE OF THE SOFTWARE, SOFTWARE DOCUMENTATION AND
ANY PROVIDED SUPPORT IS ASSUMED BY LICENSEE.