MAESTRO END-USER LICENSE AGREEMENT

IMPORTANT
PLEASE READ CAREFULLY

This End User License Agreement ("EULA") is a legal agreement between you and Stelpro Design inc. ("Stelpro") and applies to your use of the Stelpro’s MaestroTM Smart Thermostat (“Product”) and product software (“Software”, which includes the services furnished through the use of the Software), which may be used in connection with the Product. In order to use the Software under this EULA and to be able to access the services and functionality offered to registered users of the Product, you must register and activate your copy of the Software by accessing Stelpro’s MaestroTM Smart Thermostat mobile application.

BY ACCESSING AND USING THE SOFTWARE, YOU AGREE THAT YOU HAVE READ, AGREE WITH AND ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS EULA, AND ANY REVISED OR RENEWED VERSIONS THEREOF, AS WILL BE PUBLISHED FROM TIME TO TIME ON STELPRO’S WEBSITE. IN THE EVENT OF ANY ERROR, OMISSION OR OTHER DISCREPANCIES BETWEEN THIS EULA AND ANY AMENDMENTS OR ADDENDUMS ACCOMPANYING THIS EULA AND THE EULA MADE AVAILABLE BY STELPRO ON ITS WEBSITE, THE TERMS OF THE LATTER SHALL PREVAIL. YOU MAY NOT MODIFY THIS EULA BY MAKING ANY TYPED, HANDWRITTEN, OR ANY OTHER CHANGES TO IT FOR ANY PURPOSE.

YOU AGREE THAT YOU ARE THE END-USER OF THE SOFTWARE AND YOU REPRESENT THAT YOU ARE OF LEGAL AGE AND ARE AUTHORIZED TO ENTER INTO THIS EULA ON BEHALF OF YOURSELF AND ANY PARTY TO WHOM YOU GRANT ACCESS TO THE SOFTWARE.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT INSTALL OR IN ANY WAY ACCESS OR USE THE SOFTWARE.

1. License

Subject to the terms of this EULA and full payment of the Product and Software, during the term of this EULA, Stelpro grants you a limited, non-exclusive, non-transferable, non-sub licensable, personal and revocable license, to use the Software embedded in the Product for the purposes of using the Product only as intended and contemplated by the User Manual provided by Stelpro for your personal non-commercial purposes in the continental Canada and United States of America.

Stelpro hereby reserves any rights not expressly granted herein and no license or right to use any trademark or other intellectual property of Stelpro or any third party is granted to you in connection with the Product or Software. You do not acquire any intellectual property rights on the Product nor Software.

The term “User Manual” means and refers to Stelpro’s user manual provided together with the Product and which is also available online at www.stelpro.com.

2. License restrictions

You agree not to, and you will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Software or any software or documentation related to the Product; (ii) modify, translate, or create derivative works based on the Product or Software; (iii) copy or use the Software for any purpose other than as permitted in Section 1; (iv) remove, efface or obscure any proprietary notices or labels or any trademark, logo, copyright, legends, symbols or labels in the Software and/or the Product; (v) use any portion of the Software on any device or computer other than the Product that you own or control; (vi) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party; (vii) flood the Software with requests or otherwise overburden, disrupt or harm the Product or Software; or (viii) use the Software or Product in a manner that violates any applicable laws or regulations or any provision of this EULA or Stelpro’s standard published policies then in effect.

STELPRO SHALL HAVE THE RIGHT TO DENY ACCESS TO, TO SUSPEND AND/OR TO TERMINATE YOUR ACCESS TO THE SOFTWARE OR TO ANY FEATURES OR PORTIONS OF THE SOFTWARE AT ANY TIME AND FOR ANY REASON, INCLUDING FOR ANY VIOLATION BY YOU OF THIS EULA OR STELPRO’S STANDARD PUBLISHED POLICIES THEN IN EFFECT.

YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ANY EQUIPMENT, DEVICE, WI-FI AND INTERNET CONNECTIONS, THIRD PARTY SOFTWARE, UPGRADES AND ANCILLARY SERVICES NEEDED TO CONNECT TO, ACCESS OR OTHERWISE USE THE SOFTWARE AND YOU ARE RESPONSIBLE FOR ALL FEES ASSOCIATED WITH SUCH USE AND FOR COMPLIANCE WITH ANY AGREEMENTS RELATED TO SUCH USE. STELPRO MAKES NO GUARANTEE THAT THE SOFTWARE WILL BE COMPATIBLE WITH ALL COMPUTERS OR HANDHELD DEVICES SUCH AS SMART PHONES AND TABLETS, WI-FI ROUTERS, INTERNET CONNECTIONS. YOU SHOULD FIRST TEST THOSE DEVICES AT HOME FOR COMPATIBILITY BEFORE USING THEM AWAY FROM HOME.

3. Software update

To enable your use of the Software as described in this EULA, you must download the MaestroTM application to a compatible smart phone or tablet and use an appropriate internet connection. Your use of the Software is dependent on the compatibility of your smart phone or tablet and your download of the updates.

Stelpro may from time to time modify or update the Software and you agree that such modifications and updates may be automatically installed without providing any additional notice or receiving any additional consent and you consent to such automatic update.

You acknowledge that you may also be required to install updates to use the Product and the Software and you agree to promptly install any updates provided by Stelpro. If you do not want such update, your sole remedy is to stop using the Software.

Please note that Stelpro may from time to time add new services and applications and over time such services and applications may not be supported or available on your Product and require that you purchase a more recent version of the Product.

4. Term

This EULA and the license granted herein are effective on the date you first use the Software or Product and shall continue for as long as you own the Product, unless this EULA is terminated under Section 5.

5. Termination

Stelpro shall have the right to terminate this EULA at any time if you fail to comply with any term(s) or condition(s) of this EULA or any related contract. You may terminate this EULA effective immediately upon written notice to Stelpro.

Upon termination of this EULA, the license granted herein will terminate immediately and you must stop all use of the Software.

6. Warranties and disclaimers

For warranty concerning the Product, please consult the User Manual.

THE SOFTWARE IS PROVIDED AS IS, AND WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND STELPRO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE OPERATION, USE, PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. TO THE FULLEST EXTENT PERMITTED BY LAW, STELPRO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SOFTWARE.

YOU FURTHER ACKNOWLEDGE THAT STELPRO CANNOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED AND UNDER NO CIRCUMSTANCES WILL STELPRO BE HELD LIABLE FOR ANY HARM RESULTING FROM USING THE SOFTWARE, DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SOFTWARE, ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES OR CAUSES BEYOND STELPRO’S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, 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.

7. Limitation of liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL STELPRO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, OR FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES.

IF STELPRO SHOULD NEVERTHELESS BE FOUND LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS, DAMAGE OR INJURY ARISING UNDER THIS EULA OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, ON ANY BASIS WHATSOEVER, (INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE), ITS TOTAL MAXIMUM LIABILITY IS LIMITED TO THE PRICE (EXCLUDING SALES TAXES) OF THE PRODUCT WHICH WILL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST STELPRO.

IN ADDITION, IN NO EVENT WILL STELPRO OR ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER RELATING TO THE USE OF THE SOFTWARE OR TO YOUR RELATIONSHIP WITH STELPRO, EVEN IF STELPRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, STELPRO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. Indemnification

You represent, covenant, and warrant that you will use the Product and Software only in compliance with this EULA, the User Manual and Stelpro’s standard published policies then in effect, and all applicable laws and regulations (including but not limited to policies and laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity or defamation).

You agree to indemnify, defend and hold harmless Stelpro, its employees, officers, directors and shareholders against all claims, damages, losses, liabilities and expenses (including reasonable attorney fees) in connection with any claim or action that arises from a violation of this EULA or otherwise from the use or misuse of the Software or Product in violation of this EULA by you or any other user.

9. Ownership

You agree and acknowledge that all rights, titles and interests in and to the Software, Product and User Manual are the sole and exclusive property of Stelpro and/or its licensors.

10. Privacy

By using the Software, you agree and acknowledge that Stelpro collects information relating to you and your use of the Software and Product and you consent to the collection and use by Stelpro of such information.

For more information on how Stelpro collect, use and share data, please see Stelpro’s MaestroTM Smart Thermostat Privacy Statement available on Stelpro’s website.

11. Governing law and jurisdiction

This EULA will be deemed entered into in the Province of Quebec, Canada. This EULA shall be governed by the laws applicable in the Province of Quebec, Canada, without regard to the principles of conflicts of law.

The parties hereby expressly agree and consent to the exclusive jurisdiction of the courts of the judicial district of Montreal, Province of Quebec, Canada, for the purpose of resolving any dispute relating to this EULA and they elect domicile in the judicial district of Montreal, Province of Quebec, Canada.

12. Assignment

You may not assign any of your rights and obligations arising under this EULA without the prior written consent of Stelpro. Stelpro may assign any of its rights and obligations arising under this EULA, in whole or in part, in its sole discretion.

13. Severability

If any provision of this EULA is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this EULA will otherwise remain in full force and effect and enforceable. The invalidity or unenforceability of any provision of this EULA will not affect any other provision and all such other provisions will remain in full force and effect.

14. Survival

All sections of this EULA which by their nature should survive termination will survive termination, including, without limitation, restrictions on use, confidentiality obligations, indemnification obligations, warranty disclaimers, and limitations of liability.

15. Waiver

No waiver by Stelpro of any breach or any provision of this EULA shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of Stelpro.

16. Entire agreement

This EULA constitutes the entire agreement between the parties as it relates to the license and use of the Software and the subject matter of this EULA and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral, between you and Stelpro.