THIS SOFTWARE END USER LICENSE AGREEMENT (“THIS AGREEMENT”) IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) AND PHILIPS LIGHTING NORTH AMERICA corporation, WITH ITS PRINCIPAL PLACE OF BUSINESS AT 200 FRANKLIN SQUARE DRIVE, SOMERSET, NJ 08873 ("PHILIPS"). THIS AGREEMENT GOVERNS YOUR ACCESS TO, AND USE OF, THIS Lighting retrofit tool (The “SOFTWARE”) AND WILL BE EFFECTIVE AS OF THE DATE YOU FIRST DOWNLOAD, ACTIVATE, ACCESS or oTHERWise use the Software and will remain in effect until terminated in accordance with this agreement. BY CLICKING TO ACCEPT THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ ALL OF ITS TERMS, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY SAME IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE.

1. Grant of License

Subject to your continued compliance with the terms of this Agreement, Philips grants you, during the term hereof, a limited, non-exclusive, non-transferable, personal, revocable license, without the right to sublicense, to use the Software and any documentation with which the Software is distributed on any web-enabled mobile device or web-browser enabled device that you own or have the right to use. Any transfer of the Software by you, or access or use of the Software by any other person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Agreement. All rights not expressly granted to you hereunder are reserved by Philips.

2. Ownership

The Software is licensed and not sold to you. This Agreement grants you only the right to use the Software, but you do not acquire any rights, express or implied, in the Software other than those specified in this Agreement. Philips and its licensors retain all right, title, and interest in and to the Software, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein. The Software is protected by copyright laws, international treaty provisions, and other intellectual property laws. Therefore, other than as expressly set forth herein, you may not copy the Software without prior written authorization of Philips.

3. License Restrictions

Except as provided otherwise herein, you shall not rent, lease, sublicense, sell, assign, loan, or otherwise transfer the Software. You shall not, and you shall not permit any third party, to reverse engineer, decompile, or disassemble the Software, except to the extent that applicable law expressly prohibits the foregoing restriction. You may not remove or destroy any product identification, copyright notices, or other proprietary markings or restrictions from the Software. All titles, trademarks, and copyright and restricted rights notices shall be reproduced on your back up copy of the Software. You may not modify or adapt the Software, merge the Software into another program or create derivative works based upon the Software. The Software may only be installed on a single Device or PC at any time, and must be installed using a unique license key provided by Philips. You are permitted to make copies of the software for backup purposes. You may not sell or transfer any copy of the software made for backup purpose.

4. Open Source Software

(a) This software may contain components that are subject to open-source terms, as stated in the documentation accompanying the Device. This Agreement does not apply to this software as such. (b) Your license rights under this Agreement do not include any right or license to use, distribute or create derivative works of the Software in any manner that would subject the Software to Open Source Terms. "Open Source Terms" means the terms of any license that directly or indirectly (1) create, or purport to create, obligations for Philips with respect to the Software and/or derivative works thereof; or (2) grant, or purport to grant, to any third party any rights or immunities under intellectual property or proprietary rights in the Software or derivative works thereof.

5. Termination

This Agreement shall be effective upon installation or first use of the Software and shall terminate (i) at the discretion of Philips; or (ii) upon destruction of all copies of the Software and related materials provided to you by Philips hereunder. Philips’ rights and your obligations shall survive the termination of this Agreement.

6. Upgrades

Philips may, at its sole option, make upgrades to the Software available by general posting on a website or by any other means or methods. Such upgrades may be made available pursuant to the terms of this Agreement or the release of such upgrades to you may be subject to your acceptance of another agreement.

7. Support Services

Philips is not obligated to provide technical or other support (“Support Services”) for the Software. If Philips does provide you with Support Services, these will be governed by separate terms to be agreed between you and Philips. You agree that Philips shall have access to your lighting system to conduct troubleshooting or for any other diagnostic purposes.

8. Advertisements

This Software may provide you with advertisements and information about other products and services from Philips. You may opt-out of receiving advertisements from Philips or the third parties by discontinuing use of the Software.

9. Privacy

In addition to the terms of this Agreement, you also agree and acknowledge that the use of the Software is subject to the terms of the Philips Privacy Notice (the "Privacy Notice"), which terms you agree and acknowledge to have reviewed and accepted, and such terms are hereby deemed to be incorporated by reference into this Agreement as if specifically restated herein.

10. NO WARRANTY.

To the extent permitted by applicable law, Philips makes the Software available “as-is and as-available”, with no warranties, representations, or conditions of any kind, express, implied, statutory or otherwise, including without limitation warranties, representations, or conditions: (a) of merchantability, merchantable quality, quality or fitness for a particular purpose, quiet enjoyment, and non-infringement, or (b) arising from statute, course of dealing, or usage of trade. You acknowledge that Philips can change, suspend or discontinue any aspect of the SOFTWARE at any time without notice, or end your access to the Software at any time for whatever reasons we deem appropriate. You acknowledge that you understand that from time to time certain of the Software’s functions may be unavailable due to maintenance or other reasons, and agree that Philips shall bear no liability for such lack of availability. Philips does not warrant that the functions contained in the Software will meet any requirements or needs you may have, or that the Software will operate error free or in an uninterrupted fashion, or that any defects or errors in the Software will be corrected, or that the Software is compatible with any particular device or platform. You agree that the Software contains certain free text fields which allow you to enter, upload and share data or other information. You understand that Philips will have no liability for the data or other information you enter, upload and share; you agree to remain solely liable therefor. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE

11. LIMITATION OF LIABILITY

In no event will Philips be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; business interruption; or personal injury or death) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Software, even if advised of the possibility of such damage. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation or exclusion may not apply to you.

12. User Material

Any material or information sent through or in connection with this Software by you ("User Material") will be treated as non-confidential and non-proprietary, and immediately become the property of Philips, subject to Philips’ Privacy Policy. Philips may use such User Material as it deems fit, anywhere in the world, without obligation for compensation, and free of any moral rights, intellectual property rights or other proprietary rights in or to such User Material.

13. Indemnity

TO THE FULLEST EXTENT ALLOWED BY LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD PHILIPS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY ACTUAL OR THREATENED LIABILITY, LOSS, COST, EXPENSE OR DAMAGE ARISING FROM OR RELATING TO YOUR BREACH OF THIS AGREEMENT OR YOUR USE OR MISUSE OF THE SOFTWARE OR THE CONTENT THEREON (A "BREACH"), INCLUDING ANY BREACH COMMITTED BY ANY OTHER THIRD PARTY USING YOUR PERSONAL PASSWORD FOR THE SOFTWARE

14. Severability

If any portion(s) of this Agreement is/are deemed invalid, void, or for any reason unenforceable, then said portion(s) shall be deemed severable and shall not affect the validity and enforceability of any remaining terms and conditions of this Agreement. Failure of Philips to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. Only a specific, written waiver signed by an authorized representative of Philips shall have any legal effect as a waiver by Philips of any of the terms of this Agreement.

15. Trademarks

Certain of the product and Philips names used in this Agreement, the Software, and the printed user documentation may constitute trademarks of the Philips, its licensors or other third parties. You are not authorized to use any such trademarks.

16. Governing law

This Agreement is governed by the laws of the State of New Jersey, without reference to its conflict of laws principles. Any dispute between you and Philips regarding this Agreement shall be subject to the non-exclusive jurisdiction of the courts of the State of New Jersey, provided that Philips may also choose bring any cases before the applicable courts in your country of residence