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2. Ownership of Software: LICENSEE acknowledges and agrees
that, save and except for the Software license explicitly granted
by the EULA, all right, title and interest
in 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. 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 specifically 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, non-
exclusive, 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 ecobee Web Portal or the ecobee 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 ecobee 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 benefit 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 gain access to the Software or User Manual (the
Software and User Manual being the confidential 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
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