January 13, 2017

End User License Agreement, Thread 1.1 Commissioning App

ATTENTION: CAREFULLY REVIEW THIS LICENSE AGREEMENT BEFORE USING THIS SOFTWARE. This End

User License Agreement ("License Agreement") is a legally binding agreement between you (either an

individual or an entity), Thread Group, Inc. (“Thread Group”) and its suppliers and licensors for the

software program known as Thread 1.1 Commissioning App ("Software”), which may include

components provided by suppliers and licensors to Thread Group.

UPON YOUR CLICKING ON THE "ACCEPTED" BUTTON AND/OR UPON ACCESSING OR OTHERWISE USING

THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO

NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO

NOT ACCESS OR OTHERWISE USE THE SOFTWARE.

YOU AGREE AND ACKNOWLEDGE BY YOUR USE OF THE SOFTWARE THAT YOU HAVE READ, UNDERSTAND

AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.

1. GRANT OF LICENSE. Thread Group hereby grants to you a nonexclusive license to use and display the

Software and any related documentation ("Documentation"), if any, on your mobile device in

accordance with the terms of this License Agreement.

2. LICENSE RESTRICTIONS.

a. You may not: (i) Permit other individuals to use the Software except under the terms listed above; (ii)

modify, adapt, translate, reverse engineer, decompile, disassemble (except to the extent that this

restriction is expressly prohibited by law) or create derivative works based upon the Software or

Documentation; (iii) copy or reproduce the Software or Documentation (except for backup or archival

purposes); (iv) loan, rent, lease, sell, or otherwise transfer rights to the Software or Documentation; or

(v) remove any proprietary notices or labels on the Software or Documentation.

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b. You agree that you shall only use the Software and Documentation in a manner that complies with all

applicable laws in the jurisdictions in which you use the Software and Documentation, including, but not

limited to, applicable restrictions concerning copyright and other intellectual property rights.

c. You may not use the Software in an attempt to, or in conjunction with, any device, program, or service

designed to circumvent technological measures employed to control access to, or the rights in, a

content file or other work protected by the copyright laws of any jurisdiction.

d. No right to implementation of any Thread Group specification (“Specification”) is granted to you by

this License Agreement. Members of Thread Group may hold patents and other intellectual property

rights relating to the Specification, ownership and licenses of which are subject to the Thread Group’s IP

Policy which is available for examination on the Thread Group public web site. Membership in Thread

Group confers to members certain intellectual property rights, including reasonable and non-

discriminatory royalty-free (RAND-RF) licensing to members in most cases. Membership in Thread

Group is necessary to implement, practice, and ship Thread technology and Thread Group specifications.

Failure to maintain active Thread Group membership while shipping Thread technology may result in

legal action, including but not limited to licensing fees. Implementation of the Specification may also

implicate intellectual property rights of non-members that are not subject to the Thread Group licensing

obligations.

e. The name and trademarks of Thread Group may not be used in any manner, including advertising or

publicity without specific, written prior permission of Thread Group.

3. TITLE. All right, title and interest in and to the Software and Documentation, along with all copyright,

trademark, patent and other intellectual property rights associated therewith, shall remain with Thread

Group and/or its suppliers and licensors. The copyright laws of the United States and international

copyright treaties protect the Software. There are no implied licenses granted under this License

Agreement, and all rights not expressly granted to you in this agreement are reserved.

4. WARRANTIES AND LIABILITIES.

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a. Disclaimer of Warranties. YOU AGREE THAT THERE ARE NO EXPRESS WARRANTIES TO YOU

REGARDING THE SOFTWARE, MADE BY THREAD GROUP, THREAD GROUP’S SUPPLIERS AND/OR

LICENSORS, AND/OR THE DEVICE MANUFACTURER/SELLER; AND YOU AGREE THAT THE SOFTWARE IS

BEING PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND. THREAD GROUP (INCLUDING ITS

SUPPLIERS AND LICENSORS), AND THE DEVICE MANUFACTURER/SELLER DISCLAIM ALL WARRANTIES

WITH REGARD TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY

IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE

QUALITY, TITLE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS. Some states or jurisdictions do not

allow the exclusion of implied warranties, so the above limitations may not apply to you.

b. Limitation of Liability. IN NO EVENT WILL THREAD GROUP (INCLUDING ITS SUPPLIERS AND

LICENSORS), AND/OR THE DEVICE MANUFACTURER/SELLER BE LIABLE TO YOU FOR ANY LOSS OF USE,

INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL

DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER

IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF

THREAD GROUP (INCLUDING ITS SUPPLIERS AND LICENSORS), AND/OR THE DEVICE

MANUFACTURER/SELLER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states or

jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the

above limitation or exclusion may not apply to you.

5. TERMINATION. This License Agreement will automatically terminate if you fail to comply with any

term hereof. No notice shall be required from Thread Group to effect such termination. You may also

terminate this License Agreement at any time by notifying Thread Group in writing (via email addressed

to help@threadgroup.org) of termination. Upon any termination of this License Agreement, you shall

immediately discontinue use of the Software, shall immediately remove the Software from your mobile

device, and shall within three (3) days thereafter, destroy all full or partial copies of the Software,

Documentation, and related materials provided by Thread Group.

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6. NO ASSIGNMENT. This License Agreement is personal to you, and may not be assigned without

Thread Group’s express written consent. In the event that you are an entity that merges with another

entity or are acquired by another entity during the Term, you shall provide written notice (via email to

help@threadgroup.org) of such merger or acquisition not later than the date on which any public

announcement is made.

7. EXPORT CONTROL. You acknowledge that the Software and Documentation may be subject to the

U.S. Export Administration Regulations and other export laws and regulations, and you will comply with

them.

8. U.S. GOVERNMENT RESTRICTED RIGHTS. For U.S. Government end users: You acknowledge that the

Software and Documentation are “Commercial Item(s),” as that term is defined at 48 C.F.R. section

2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software

Documentation,” as the terms are used in 48 C.F.R. section 12.212 or 48 C.F.R. section 227.7202, as

applicable. You agree, consistent with 48 C.F.R. section 12.212 or 48 C.F.R. sections 227.7202-1 through

227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software

Documentation are being licensed to U.S. Government end users (A) only as Commercial Items; and (B)

with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Unpublished rights are reserved under the copyright laws of the United States.

9. MISCELLANEOUS.

a. Binding Effect. This License Agreement will be binding on the parties and their respective successors,

and permitted assigns, and will inure to their benefit.

b. Governing Law/Venue. This Agreement is governed by and construed under the laws of the state of

California, U.S.A., without regard to any conflict of law rules or principles, and excluding the application

of the United Nations Convention on Contracts for the International Sale of Goods. The parties

irrevocably submit to the exclusive jurisdiction and venue of the courts of competent jurisdiction in the
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County of Santa Clara, state of California, U.S.A., provided however, that Thread Group will have the

right to pursue claims against you in any other jurisdiction worldwide to enforce its rights under this

Agreement or to enforce their intellectual property rights.

c. Attorney’s Fees. If any litigation is instituted to interpret, enforce or rescind this License Agreement,

the prevailing party shall be entitled to recover from the other party, in addition to any other relief

awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, disbursements and

expenses of every kind incurred in connection with the litigation, any appeal or petition for review, the

collection of any award, or the enforcement of any order or judgment, as determined by the court.

d. Force Majeure. Thread Group shall not be liable for any failure to perform any obligation hereunder,

or from any delay in the performance thereof, due to causes beyond its control, including without

limitation industrial disputes of whatever nature, acts of God, public enemies or of government, failure

of telecommunications, system malfunctions, fire or other casualty.

e. Severability. If any part of this License Agreement shall be held unenforceable, the remainder of this

License Agreement will nevertheless remain in full force and effect.

f. No Third-Party Beneficiaries. Except as stated above, the parties do not intend to confer any right or

remedy on any third party.

g. Survival. All provisions of this License Agreement that would reasonably be expected to survive the

termination of this License Agreement will do so.

h. Entire Agreement. This License Agreement contains the entire understanding of the parties regarding

the subject matter of this License Agreement and supersedes all prior and contemporaneous

negotiations and agreements, whether written or oral, between the parties with respect to the subject

matter of this License Agreement.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND

AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.