Software Agreement; End User License Agreement; Grant Of License - Tailwind iQ3 User Manual

TAILWIND iQ3 USER MANUAL

SOFTWARE AGREEMENT

IMPORTANT – READ CAREFULLY: BY INSTALLING, AND/OR USING THE TAILWIND SMART GARAGE SOFTWARE (DEFINED BELOW), USER
(YOU) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU
MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE.

END USER LICENSE AGREEMENT

This End User License Agreement (the "Agreement") is hereby entered into and agreed upon by User, either an individual or an entity,
and its Affiliates ("User" or "Company") and 1931085 Ontario Ltd. DBA Tailwind, having its office at 12015 Crowland Avenue, Niagara
Falls, Ontario, Canada, L3B 5N4 ("Tailwind") for the Software.
1.DEFINITIONS
1.1 "Affiliates" means an entity controlled by, under common control with, or controlling such party, where control is denoted by hav-
ing fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this
Agreement, Affiliates may use the license granted hereunder. All references to Tailwind shall be deemed to be references to Tailwind
and its Affiliates, and all references to Company, shall be deemed to be references to Company and its Affiliate(s).
1.2 "Smart device" means an electronic device, generally connected to other devices or networks via different wireless protocols such
as Bluetooth, NFC, WiFi, 3G, etc., that can operate to some extent interactively and autonomously.
1.3 "Documentation" means the official user documentation prepared and provided by Tailwind to User on the use of the Soft-
ware. For the avoidance of doubt, unofficial documentation, videos, white papers, or related media; or feedback does not constitute
Documentation.
1.4 "Software" means the object code versions of the product, together with the updates, new releases or versions, modifications or
enhancements, in the Tailwind Smart Garage application owned and provided by Tailwind to User pursuant to this agreement.

2. GRANT OF LICENSE

2.1 Title. The Software is owned by Tailwind and will remain the sole and exclusive property thereof, including without limitation any
copyright, trade-mark and patent rights in the Software.
2.2 Production License. Upon payment of the applicable fees for the Software and continuous compliance with the terms and
conditions of this Agreement and the Documentation, Tailwind hereby grants User limited, worldwide, perpetual, nonexclusive, non-
transferable license to use the object code of the Software and Documentation subject to the terms contained herein:
a) For each Software license key that User purchases from Tailwind, User may: (i) use the Software on any single mobile or smart de-
vice for a single Tailwind iQ3 Garage Door Controller Control Module, unless the Documentation clearly indicates otherwise; and (ii) copy
the Software for back-up and archival purposes, provided any copy must contain all of the original Software's proprietary notices and a
notice that it will not be used for transfer, distribution or sale.
b) The Software is in use on a Mobile or Smart device when it is loaded into temporary memory or installed in permanent memory (hard
drive, CD-ROM or other storage device). User agrees to use reasonable efforts to prevent and protect the contents of the Software and
Documentation from unauthorized use or disclosure, with at least the same degree of care that User uses to protect Users' own confi-
dential and proprietary information, but in no event less than a reasonable degree of care under the circumstances. User agrees that
User will register this Software only with Tailwind and that User will only install a Software license key obtained directly from Tailwind.
2.3 Software Evaluation License. If the Software is provided to User for evaluation purposes, Tailwind grants to User a nonexclu-
sive, limited, royalty-free, nontransferable evaluation license to use the Software solely for evaluation prior to purchase (an "Evaluation
License"). The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon
notice from Tailwind at its sole discretion. Notwithstanding any other provision contained herein, Software provided pursuant to an
Evaluation License is provided to User "AS IS" without indemnification, support, or warranty of any kind, express or implied. Except to
the extent such terms conflict with the specific Evaluation License terms set forth in this Section, all other terms of this End User License
shall apply to Software licensed under an Evaluation License.
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