END-USER LICENSE AGREEMENT

Revision: 03/26/15

In order to use the online capabilities of your new Symphony System, you will need to set up a network connection and register your system. Before you get started, WaterFurnace has this important end user license agreement for you to read. Please read it carefully before activating your connection. THIS EULA CONTAINS WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY. PLEASE READ SECTIONS 6, 9, 11 AND 12.

WARNING:

THE SYSTEM IS NOT A CERTIFIED EMERGENCY RESPONSE SERVICE AND MAY NOT BE LINKED TO ANY EMERGENCY SERVICE CONTACT NUMBERS. THE SYSTEM HAS NOT BEEN DESIGNED OR PROGRAMMED PURSUANT TO ANY LAW, CODE OR RULE THAT MAY APPLY TO YOUR PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY CODE PROVISIONS OF THE NATIONAL FIRE PROTECTION ASSOCIATION OR THE INTERNATIONAL RESIDENTIAL CODE.

WARNING:

THE SYSTEM MAY NOT PROVIDE ALERTS RELATING TO SMOKE DETECTORS, CARBON MONOXIDE DETECTORS OR SUMP PUMP ALARMS IN THE EVENT OF DISRUPTED INTERNET OR CELLULAR TELEPHONE SERVICE, OR IF YOUR SMOKE DETECTOR, CARBON MONOXIDE DETECTOR OR SUMP PUMP ALARM IS NOT FUNCTIONING PROPERLY, OR IF YOUR SMOKE DETECTOR, CARBON MONOXIDE DETECTOR AND/OR SUMP PUMP ALARM IS NOT PROPERLY CONNECTED TO THE SYSTEM. FAILURE TO RECEIVE AN ALERT COULD RESULT IN PROPERTY DAMAGE OR SERIOUS BODILY INJURY OR DEATH. THE SYSTEM SHOULD NOT BE YOUR PRIMARY METHOD OF DETECTION.

IMPORTANT: IF YOU DO NOT AGREE TO THESE TERMS, CHOOSE “DECLINE” IN THE BUTTONS BELOW AND DO NOT PROCEED WITH ACTIVATING YOUR CONNECTION AND REGISTERING YOUR SYSTEM. YOU WILL STILL BE ABLE TO USE THE STAND-ALONE FUNCTIONALITY OF YOUR THERMOSTAT, BUT IT WILL NOT OFFER REMOTE MONITORING OR OTHER FEATURES THAT UTILIZE THE INTERNET. THE SYMPHONY SYSTEM OFFERS INTERNET ACCESS AND REMOTE MONITORING CAPABILITIES.

BY CHOOSING “ACCEPT” IN THE BUTTONS BELOW, YOU AGREE TO THE FOLLOWING TERMS:
IMPORTANT-READ CAREFULLY: This End-User License Agreement (this “EULA” or “Agreement”) is a legal agreement between you and WaterFurnace International Inc. (“WaterFurnace”). This Agreement governs your use of: (i) the WaterFurnace communications network (the “WaterFurnace Network”); and (ii) any software that is made available to you by WaterFurnace, including, but not limited to, the Symphony and Aurora WebLink software and web based interface and any and all hand held applications made available to you in connection therewith. For purposes of this Agreement, the term “WaterFurnace Software” includes all such computer software and any associated media, printed materials, and “online” or electronic documentation provided or made available to you by WaterFurnace, including any future versions, releases, updates, patches, error fixes and bug fixes, thereof. Some of the products and services that we make available to you are provided by third party suppliers and licensors (collectively, “Suppliers”). For convenience, we refer to the combination of products, software, and services that we provide to you, including any products and services provided by our Suppliers, as the “System.” Our Privacy Policy located at http://symphony.mywaterfurnace.com/privacy, incorporated herein by this reference, shall also govern your use of the System and our relationship with you in connection therewith.

By installing, copying, or otherwise using the System, you agree to be bound by the terms and conditions in this Agreement. If you do not agree to the terms and conditions of this Agreement, do not install or use the System; you may, however, delete it or return it to your place of purchase. Unregistered use of the System is not authorized or permitted by WaterFurnace, and is in violation of U.S. and international copyright laws. Unauthorized reproduction, distribution or use is subject to civil and criminal penalties. The license granted herein shall only permit usage of the System in the continental United States and Canada.

1. LICENSE

The System includes software owned by WaterFurnace and software licensed to WaterFurnace, and is protected by United States and international copyright laws and treaties, as well as other intellectual property laws and treaties. The System is licensed to you, not sold. Subject to the terms below, WaterFurnace grants you, under this Agreement, a limited, non-exclusive, non-transferable license (without the right to sublicense except as expressly set forth herein) to use the System, on your computer, handheld and/or mobile device or workstations, for your internal purposes. You agree to promptly install any updates, upgrades, enhancements or bug fixes to the WaterFurnace Software made available to you by WaterFurnace.

You are specifically prohibited from making any additional copies of the System, from charging for any copies, however made, and from distributing such copies alone, or with other products of any kind, commercial or otherwise, without the prior written consent of WaterFurnace.

As between you and WaterFurnace, all rights of any kind in the System, including but not limited to all rights in the WaterFurnace Software, and all other rights of WaterFurnace, which are not expressly granted in this Agreement, are entirely and exclusively reserved to and by WaterFurnace (including all software object code and source code). You may not rent, lease, copy, modify, or translate the System, or create derivative works based on the System. You may not alter or remove any of WaterFurnace’s or its licensors’ copyright or proprietary rights notices or legends appearing on or in the System. You may not reverse engineer, decompile or disassemble the System. Except as expressly set forth herein, you may not make access to the System available to any third party outside of your organization, nor are you authorized to make the System, or any output generated by the System, available to others in connection with a service bureau, application service provider, or similar business.

Portions of the System may contain or be derived from materials of third party licensors. Such third party materials may be subject to restrictions in addition to those listed in this Agreement. You agree that any third party supplier shall have the right to enforce this Agreement with respect to such third party’s materials.

2. PASSWORD AND ACCESS

You will create a username and password to access the System. You should not disclose the password to any other person or entity. You shall not circumvent, or attempt to circumvent, any license management, security devices, access logs, or other measures provided or utilized by WaterFurnace in connection with operation of the System, or permit or assist any other person or entity to do the same. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password, account or any subaccount. You agree to (a) immediately notify WaterFurnace in the event that you suspect or become aware of a breach of security, (b) immediately change your password in the event of any breach of security, and (b) ensure that you exit from your account at the end of each session. You agree that the terms of this Agreement shall be binding upon and govern the relationship between WaterFurnace and any third party to whom you grant access to your account or permit to maintain a subaccount. You further agree to take any and all action necessary to ensure compliance with, and enforce the terms of, this Agreement, and to indemnify WaterFurnace for any and all costs, damages, losses or expenses incurred in respect of any third party user of your account. WaterFurnace shall not be liable for any loss or damage arising from any such third party use.

You acknowledge and agree that you have the option to add additional parties to your account and such parties will have full access to the System, including, but not limited to, the ability to view and change your daily schedule and thermostat settings and programming. You further acknowledge and agree that WaterFurnace, its affiliates, and Suppliers, shall have no responsibility to you with respect to the actions of such additional parties. Further, you acknowledge and agree that you have the option to include your contractor’s information in your account information and, if you so elect, such party may receive alerts from the System regarding your home (e.g., in the event the temperature in your house drops below freezing) along with certain Contact Information (as defined below) in order to be able to identify the source of the alert. Your contractor may contact you in the event it receives such alerts. You acknowledge and agree that WaterFurnace, its affiliates, and Suppliers, shall have no responsibility with respect to the actions or inactions of any such contractor.

The System is intended for use with WaterFurnace products. We cannot provide any guarantee or assurance that the System will function with any third party Thermostats or other equipment.

3. YOUR REGISTRATION OBLIGATIONS

In consideration of your use of the System, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or WaterFurnace has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, WaterFurnace has the right to suspend or terminate your account and refuse any and all current or future use of the System (or any portion thereof).

4. ELECTRONIC COMMUNICATION, COPYRIGHT AND LICENSES

When you visit WaterFurnace.com or send e-mails to us, you are communicating with us electronically, and thereby you are consenting to receive communications from us electronically or by other means available. We will communicate with you electronically, by telephone or by facsimile. It is further understood that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

The entire contents of our website, including but not limited to: Text, graphics, logos, button icons, Flash movies, images, audio clips, digital downloads, data compilations, and software, are the property of WaterFurnace or its content suppliers and are protected by United States and international copyright and trademark laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute any portion of the website contents without the prior express written consent of WaterFurnace.

You may print or download portions of the materials from various areas of our website solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. If you believe any content appearing on our website constitutes a copyright infringement of another party’s rights, please contact us immediately at WaterFurnace.com to notify us of this infringement.

Your submissions of files including, but not limited to: resumes, e-mail, flash movies, images, logos, audio loops, and other software hereby constitutes your agreement to grant WaterFurnace a non- exclusive, royalty-free, worldwide, sub-licensable, perpetual license, to reproduce, distribute, transmit, modify, adapt, sub-license, and publicly display any such submissions, unless otherwise specified by an agreement made in writing by you and WaterFurnace. You also grant WaterFurnace the right to utilize your name in connection with all advertising, marketing and promotional materials related thereto.

5. USER INFORMATION AND DEALER REGISTRATION

In order to use its online capabilities, you will be asked to register your use of the System. By registering, you agree that WaterFurnace and its subsidiaries, affiliates and agents may collect, maintain, process and use diagnostic, technical and related information. This information will include, but is not limited to, information about your thermostat and your system, your thermostat settings, equipment operational data such as temperatures, pressures etc., your internet protocol (IP) address, name, mailing address, email address, cellular phone information, dealer information, and use of the WaterFurnace web sites, and will be gathered periodically to help provide software updates, product support and other services. WaterFurnace may disclose information collected about you for business purposes, strictly subject to the privacy specifications set forth herein and in the WaterFurnace Privacy Policy.

If you choose to register your System with a particular dealer, you are granting that dealer access to information on your thermostat and System on an individual basis. You agree that the dealer may collect, maintain, process and use diagnostic, technical and related information. You understand that WaterFurnace has no control or responsibility regarding any dealer’s usage of your information. WaterFurnace also does not control and is not responsible for your dealer’s privacy policy, if any, regarding the use of your information. If you would like to review your dealer’s privacy policy regarding the use of your information, you must request the policy from the dealer.

6. MONITORING AND NOTIFICATION SERVICE

THE SYSTEM IS NOT A CERTIFIED SERVICE FOR EMERGENCY RESPONSE. It is your responsibility to ensure that the appropriate event messages can be relayed from the System to you and your designated contacts. It is also your responsibility to determine the appropriate response to all events and you accept that, upon receiving a notification, you are entirely responsible for your response and that of your designated contacts. Should such a response incur costs, you accept full liability for those costs. IF YOU ATTEMPT TO USE THE SYSTEM OR ANY SYMPHONY PRODUCTS AND SERVICES FOR MEDICAL EMERGENCY NOTIFICATION, YOU ACCEPT THAT SUCH USE OF THE SERVICES, REGARDLESS OF ANY DELAY, INVOLVES UNCERTAINTY, RISK AND POSSIBLE SERIOUS INJURY, DISABILITY OR DEATH, FOR WHICH YOU WILL NOT ATTEMPT TO HOLD US RESPONSIBLE OR LIABLE. You acknowledge that the System may experience signal transmission failures or delays for any number of reasons. You acknowledge that the System employs a number of measures designed to reduce occurrences of false alarms (including, without limitation, the implementation of default settings and various procedures to determine when and how to respond, if at all, to certain events) and you accept our use of these measures.

THE SYSTEM IS NOT A CERTIFIED EMERGENCY RESPONSE SERVICE AND MAY NOT BE LINKED TO ANY EMERGENCY SERVICE CONTACT NUMBERS. THE SYSTEM HAS NOT BEEN DESIGNED OR PROGRAMMED PURSUANT TO ANY LAW, CODE OR RULE THAT MAY APPLY TO YOUR PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY CODE PROVISIONS OF THE NATIONAL FIRE PROTECTION ASSOCIATION OR THE INTERNATIONAL RESIDENTIAL CODE. WATERFURNACE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED AND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT THE SYSTEM WILL DETECT OR PROVIDE ANY NOTIFICATION OF ANY OR ALL PROBLEMS OR EVENTS – OF ANY KIND WHATSOEVER - AT YOUR PREMISES.

SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THESE DISCLAIMERS MAY NOT APPLY TO YOU.

WATER FURNACE DOES NOT ADOPT, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED AND INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF ANY PRODUCTS MANUFACTURED BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, SMOKE DETECTORS OR ALARMS, CARBON MONOXIDE DETECTORS OR ALARMS, AND/OR SUMP PUMP MONITORS OR ALARMS.

YOU AGREE THAT DELIVERY BY WATERFURNACE OF THE WARRANTY BY THE MANUFACTURER OF ANY SUMP PUMP MONITORS OR ALARMS DOES NOT MEAN THAT WATERFURNACE ADOPTS THE WARRANTY(S) OF SUCH MANUFACTURER(S). YOU ACKNOWLEDGE THAT THESE EXPRESS WARRANTIES MADE BY THE MANUFACTURER(S) HAVE NOT BEEN MADE BY WATERFURNACE, EVEN IF THEY SAY WATERFURNACE MADE THEM OR SAY WATERFURNACE MADE SOME OTHER EXPRESS WARRANTY. WATERFURNACE IS NOT AN AGENT OF THE MANUFACTURER(S) OF ANY SUMP PUMP MONITORS OR ALARMS FOR WARRANTY PURPOSES.

The System’s text messaging feature is supported by a variety of different carriers, which are subject to change from time to time. We do not guarantee that the System’s messaging feature will operate on all carriers. See your plan with your carrier for any charges related to text messaging or data usage relating to your use of the System.

WATERFURNACE SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, ARISING FROM, RELATED TO OR IN ANY WAY ASSOCIATED WITH ANY DISRUPTION, INTERRUPTION OR CANCELLATION OF ANY CELLULAR TELEPHONE OR INTERNET SERVICE THROUGH WHICH MESSAGES RELATING TO THE SYSTEM MAY BE TRANSMITTED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

7. MODIFICATIONS TO SOFTWARE OR SYSTEM

WaterFurnace reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the System (or any part thereof) with or without notice. You agree that WaterFurnace shall not be liable to you or to any third party for any modification, suspension or discontinuance of the System.

8. FEES

With reasonable notice and an opportunity to terminate, WaterFurnace reserves the right to charge fees for access to and use of the System and other WaterFurnace or third party services.

9. TERM AND CANCELLATION

This Agreement shall continue in effect on a day-to-day basis starting on the day you commence to use the System and the WaterFurnace Network and shall be automatically renewed each day unless either party shall notify the other that it no longer wishes to provide and/or use the WaterFurnace Network. While you may cancel this Agreement at any time, all of its terms and conditions shall continue in effect for so long as you utilize the System. Further, Sections 8, 9, 10 and 11 hereof, and any other terms that by their nature should be reasonably expected to survive termination or expiration of this Agreement, shall survive the expiration or earlier termination of this Agreement. If WaterFurnace ceases providing the WaterFurnace Network, no party shall have any liability to you, unless you prepaid any amounts to WaterFurnace, in which event you will receive a refund for any period of service that has been prepaid but unused; provided, however, that in the event you prepaid a party other than WaterFurnace, you must contact such third party directly for reimbursement. You understand that any hardware provided to you for communicating with the WaterFurnace Network is unique and may not be suitable for use with any other system if you no longer use the WaterFurnace Network. The Parties recognize that certain components of the WaterFurnace Network may be provided by independent Network Service Providers (“NSP”), including Internet Service Providers, telephone companies, wireless service providers or carriers, and other communication providers whose services are beyond the control of WaterFurnace. THE PARTIES THEREFORE AGREE THAT WATERFURNACE SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, ARISING FROM, RELATED TO OR IN ANY WAY ASSOCIATED WITH ANY DISRUPTION, INTERRUPTION OR CANCELLATION OF ANY SUCH CELLULAR TELEPHONE OR INTERNET SERVICES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION MAY NOT APPLY TO YOU.

The license granted in this Agreement will automatically terminate if you breach any of its terms or conditions, without available to WaterFurnace. We may terminate and/or suspend your access to any portion of the System at any time. Any such termination or suspension shall be in WaterFurnace’s sole discretion and may occur without prior notice, or any notice. This suspension or termination may delete information, files and other previously available content. WaterFurnace further reserves the right to terminate or suspend any user’s access to the System or to any portion of the System for any conduct that WaterFurnace, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to WaterFurnace or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. WaterFurnace may also suspend or terminate any user account for any of the System because of user inactivity. For example, an account may be terminated or suspended if a user fails to sign-in to the System for an extended period of time. What is considered “user inactivity” may vary and shall be in WaterFurnace’s sole discretion. If your account is suspended or terminated for inactivity, your right to use the System shall cease. If the WaterFurnace Software is provided to you on a subscription basis, then your right to possess or use the WaterFurnace Software will terminate at the end of the applicable subscription period. Immediately upon termination or expiration of the license granted in this Agreement, you must destroy all copies of the WaterFurnace Software and all of its component parts from your systems.

YOU UNDERSTAND AND AGREE THAT IF YOU MOVE YOU WILL DELETE YOUR ACCOUNT AND NO LONGER ACCESS THE WATERFURNACE NETWORK WITH RESPECT TO YOUR PRIOR ACCOUNT. YOU AGREE TO INDEMNIFY WATERFURNACE FOR ANY AND ALL COSTS, DAMAGES, LOSSES OR EXPENSES INCURRED ARISING OUT OF ANY FAILURE BY YOU TO COMPLY WITH THE PRECEDING SENTENCE.

10. OWNERSHIP

You acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the System, and in the WaterFurnace Network, and WaterFurnace Software, are owned by WaterFurnace or our licensors. The provision to you of access to the System, WaterFurnace Network, and WaterFurnace Software, does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. WaterFurnace and its Suppliers reserve all rights not granted in this Agreement. The System, WaterFurnace Network, and WaterFurnace Software, are licensed to you, not sold, under this Agreement.

You may choose to, or WaterFurnace may invite you to, submit comments, suggestions, or ideas about the System or WaterFurnace’s services, including how to improve the System or WaterFurnace products or services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place WaterFurnace under any fiduciary or other obligation, and that WaterFurnace is free to use such Ideas without any additional compensation to you and to disclose such Ideas. You also agree that WaterFurnace does not waive any rights to use similar or related ideas previously known to WaterFurnace, developed by its employees, or obtained from other sources.

11. INDEMNIFICATION BY YOU AND DEFENSE WAIVER

In the event any third party makes any claim or commences any action against WaterFurnace or Suppliers, or any of its or their present or future officers, directors, employees, parents, subsidiaries, agents, successors, assigns, contractors, licensees or affiliates (collectively, the “WaterFurnace Indemnitees”) related in any manner to this Agreement, or the use, failure to use, or inability to use the System whether based upon or due to alleged defects, acts or omissions, active or passive negligence, strict or product liability, breach of warranty or contract, libel, slander, property damage, personal injury or death, or otherwise, you agree to and shall indemnify, defend and hold harmless, the WaterFurnance Indemnitees from and against all liabilities, losses, claims, damages and judgments, including but not limited to payment of all costs, interest, expenses and attorney’s fees. You hereby waive any and all rights to interpose any claim, defense, counterclaim or third party claim against any of the WaterFurnace Indemnitees in the event any action is commenced against a WaterFurnace Indemnitee by any third party. You acknowledge and agree that neither WaterFurnace nor its Suppliers, can guarantee the security of any wireless transmission, and will not be liable for any lack of security relating to the use of the System.

12. WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS

WITH THE EXCEPTION OF AND SUBJECT TO THE PROVISIONS OF THE AURORA WEBLINK LIMITED WARRANTY CERTIFICATE, THE WATERFURNACE SOFTWARE, AND ANY AND ALL ACCOMPANYING SOFTWARE, FILES, DATA AND MATERIALS, ARE DISTRIBUTED AND PROVIDED AS IS, AND THE SYSTEM, AND WATERFURNACE NETWORK ARE PROVIDED AS IS, AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WATERFURNACE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW A DISCLAIMER OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

WATER FURNACE DOES NOT ADOPT, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED AND INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF ANY PRODUCTS MANUFACTURED BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, SMOKE DETECTORS OR ALARMS, CARBON MONOXIDE DETECTORS OR ALARMS, AND/OR SUMP PUMP MONITORS OR ALARMS.

YOU AGREE THAT DELIVERY BY WATERFURNACE OF THE WARRANTY BY THE MANUFACTURER OF ANY SUMP PUMP MONITORS OR ALARMS DOES NOT MEAN THAT WATERFURNACE ADOPTS THE WARRANTY(S) OF SUCH MANUFACTURER(S). YOU ACKNOWLEDGE THAT THESE EXPRESS WARRANTIES MADE BY THE MANUFACTURER(S) HAVE NOT BEEN MADE BY WATERFURNACE, EVEN IF THEY SAY WATERFURNACE MADE THEM OR SAY WATERFURNACE MADE SOME OTHER EXPRESS WARRANTY. WATERFURNACE IS NOT AN AGENT OF THE MANUFACTURER(S) OF ANY SUMP PUMP MONITORS OR ALARMS FOR WARRANTY PURPOSES.

THE ENTIRE RISK, ARISING OUT OF USE OR PERFORMANCE OF THE SYSTEM, WATERFURNACE SOFTWARE, AND WATERFURNACE NETWORK REMAINS WITH YOU TO THE FULLEST EXTENT PERMITTED BY LAW. WATERFURNACE AND ITS SUPPLIERS DISCLAIM ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SYSTEM AND DISCLAIM ANY WARRANTY OR GUARANTEE THAT THE SYSTEM WILL DETECT ALL PROBLEMS OR ISSUES WITH ANY EQUIPMENT BEING MONITORED, INCLUDING BUT NOT LIMITED TO OVERHEATING, PRESSURE, UNAUTHORIZED ACCESS OR FAILURE. TO THE FULLEST EXTENT PERMITTED BY LAW, WATERFURNACE AND ITS SUPPLIERS DISCLAIM ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SYSTEM OR RECEIVED THROUGH ANY LINKS PROVIDED, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SYSTEM OR THROUGH ANY LINKS PROVIDED BY THE SYSTEM.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WATERFURNACE AND ITS SUPPLIERS DISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY FOR (1) THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF ANY CONTENT OR INFORMATION OR MATERIAL PROVIDED BY OR ACCESSIBLE THROUGH THE SYSTEM; OR (2) THE USE OF OR INABILITY TO USE THE SYSTEM; OR (3) THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY OR FAILURE OF DELIVERY OF, ANY INFORMATION, NOTIFICATIONS OR MATERIAL; OR (4) BREACHES OF SECURITY; OR (5) INFORMATION COMMUNICATED THROUGH MESSAGE BOARDS OR OTHER FORUMS; OR (6) ANY OTHER FAILURE TO PERFORM BY WATERFURNACE OR ITS SUPPLIERS.

WATERFURNACE AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SYSTEM OR SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

WATERFURNACE AND ITS SUPPLIERS MAKE NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF ANY DATA STORAGE FACILITIES OFFERED BY WATERFURNACE OR ITS SUPPLIERS, AND YOU ARE SOLELY RESPONSIBLE FOR BACKING UP ANY DATA OBTAINED THROUGH YOUR USE OF THE SYSTEM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SYSTEM OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.,

IF WATERFURNACE OR ITS SUPPLIERS SHOULD NEVERTHELESS BE FOUND LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS, DAMAGE OR INJURY ARISING UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, ON ANY BASIS WHATSOEVER, (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE), THEIR TOTAL AGGREGATE MAXIMUM LIABILITY IS LIMITED TO AND SHALL NOT IN ANY CASE EXCEED $100.00. IN ADDITION, IN NO EVENT SHALL WATERFURNACE, ITS SUPPLIERS OR THEIR RESPECTIVE PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF THE SYSTEM OR ANY COMPONENT THEREOF OR TO YOUR RELATIONSHIP WITH WATERFURNACE, EVEN IF WATERFURNACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

UNDER NO CIRCUMSTANCES SHALL WATERFURNACE OR ITS SUPPLIERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.

REPRESENTATIONS OR STA TEMENTS RE LATING TO W ATERFURNACE PRODUCTS MADE BY WATERFURNACE, ITS REPRESENTATIVES OR ANY OTHER PERSON, WHETHER MADE IN WRITING OR ORALLY, WHETHER MADE IN ANY SALES LITERATURE, CATALOG, ADVERTISEMENT, ELECTRONIC MEDIA OR AGREEMENT ARE (A) OPINIONS ONLY, (B) NOT EXPRESS WARRANTIES AND (C) NOT PART OF THE TERMS OF SALE OF THE SYSTEM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY THAT MAY BE PROVIDED HEREIN, THERE IS NO GUARANTEE THAT THE SYSTEM WILL PROVIDE ADEQUATE WARNING OR NOTICE OF PENDING OR ACTUAL PRODUCT FAILURE IN ANY GIVEN SITUATION, OR THAT IT WILL PREVENT ANY PERSONAL INJURY OR PROPERTY LOSS CAUSED BY EXCESSIVE HEAT, COLD OR HUMIDITY OR OTHERWISE. FURTHER, THERE IS NO GUARANTEE THAT THE SYSTEM OR YOUR HANDHELD DEVICE OR COMPUTER WILL TRANSMIT OR RECEIVE ALL SIGNALS SENT BY OR TO YOU OR YOUR CONTRACTOR REGARDING THE ENVIRONMENTAL CONTROLS. CONSEQUENTLY, WATERFURNACE AND ITS SUPPLIERS SHALL HAVE NO LIABILITY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE OR ANY OTHER LOSS BASED ON A CLAIM THAT THE SYSTEM, OR ANY EQUIPMENT, FAILED TO GIVE ANY WARNING. The System is intended to operate over the internet; neither WaterFurnace, nor its Suppliers shall have any liability arising out of or resulting from the failure to transmit or receive any message as a result of their respective connections with or to the internet or as a result of your internet or wireless connection. You acknowledge that you have purchased internet connectivity services from a third party provider and that you hereby release WaterFurnace, and its Suppliers from all liability resulting there from.

Some portions of the System may require a connection to your electric, water, gas, or other utilities. WaterFurnace and its Suppliers are not responsible for the availability of these connections nor liable for any consequence that may result from the unavailability or quality of such connections.

NOTHING IN THIS SECTION 12 AFFECTS ANY STATUTORY RIGHTS OF CONSUMERS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT. THIS SECTION 12 WILL BE AUTOMATICALLY AMENDED TO THE EXTENT NECESSARY, AND ONLY TO THE EXTENT NECESSARY, TO ACCOMMODATE SUCH STATUTORY RIGHTS, AND THE REST OF THE CERTIFICATE WILL REMAIN IN EFFECT AS WRITTEN.

13. MISCELLANEOUS

You hereby acknowledge that you are duly authorized to execute and deliver this Agreement. This Agreement has been duly executed and delivered by you and this Agreement constitutes a legal, valid and binding obligation, enforceable against you in accordance with its terms.

It is understood and agreed that, notwithstanding any other provisions of this Agreement, breach of any provision of this Agreement by you may cause WaterFurnace irreparable damage for which recovery of money damages would be inadequate, and that WaterFurnace shall therefore be entitled to obtain timely injunctive relief to protect WaterFurnace’s rights under this Agreement, without the requirement of the posting of a bond, in addition to any and all remedies available at law.

Nothing contained herein shall be construed as creating any agency, employment, relationship, partnership, principal-agent or other form of joint enterprise between the parties.

The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.

Software and technical information delivered under this Agreement is subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations, and you shall be solely responsible for obtaining any import, export, re- export approvals and licenses required for such software any technical information, and retaining documentation to support compliance with those laws and regulations.

This Agreement shall be deemed entered into in the State of Illinois and shall be governed by and construed according to the internal laws of the State of Illinois applicable to agreements executed and to be performed entirely within Illinois, without regard to conflict of law principles.

Any controversy or claim arising out of or relating to this EULA, or the breach thereof, including any disputes regarding the validity of the parties’ agreement to arbitrate, shall be settled by binding arbitration in Chicago, Illinois, before a single arbitrator under the administration of the American Arbitration Association pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. Except as may be required by law, the parties and the arbitrators may not disclose the existence, content, materials and information disclosed and/or exchanged during any arbitration, or the results of any arbitration, without the prior written consent of both parties. The parties acknowledge and agree that an arbitration contemplated by this Agreement shall be conducted on an individual, and not on a class-wide or multiple claimant, basis. The parties hereby waive their right to participate in a class-wide arbitration. This paragraph shall survive the expiration or termination of this Agreement.

Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be transferred or assigned by you without the prior written consent of WaterFurnace. WaterFurnace may assign this Agreement, in whole or in part, in its sole discretion. This Agreement shall be binding upon the parties and each of their present and future officers, directors, employees, parents, subsidiaries, agents, successors, assigns, contractors, licensees, affiliates, family members and guests and authorized users.

The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments or undertakings other than those expressly set forth herein. The Agreement supersedes all prior agreements, representations, warranties, promises, covenants, commitments or undertaking, whether written or oral, with respect to the subject matter contained in the Agreement.

The provisions of this Agreement shall apply to the fullest extent permitted by law and be interpreted and applied to a lesser extent, where necessary to be valid. The invalidity or unenforceability of any provision of this agreement shall not affect any other provision and all such other provisions shall remain in full force and effect without change or modification thereof. The waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. All notices under this Agreement shall be given in writing by mail at the addresses set forth herein or as may be supplied in the future.

027368.0000:21010778.8

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