DEVELOPER LICENSE AGREEMENT

SMARTHOME TECHNOLOGIES ("SMARTHOME") IS WILLING TO LICENSE THE INSTEON SOFTWARE DEVELOPMENT KIT (INCLUDING TECHNOLOGY AND RELATED PROTOCOL DOCUMENTATION, SOFTWARE, FIRMWARE AND HARDWARE, HEREINAFTER REFERRED TO AS THE "KIT") TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS IN THIS AGREEMENT. BY CLICKING ON THE "BUY" BUTTON YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, SMARTHOME IS UNWILLING TO AND DOES NOT LICENSE THE KIT TO YOU. IF YOU DO NOT AGREE TO THESE TERMS YOU MUST NOT CLICK ON THE "BUY" BUTTON AND DISCONTINUE THE PURCHASE PROCESS. ANY USE OF THE KIT BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN.

1. LICENSE. Subject to the terms of this Agreement, SMARTHOME hereby grants to you a nonexclusive, non-sublicensable, non-transferable, limited license, during the term of this Agreement, to use the Kit as a tool to enable the development of INSTEON compatible applications. You may copy Documentation and/or Software only for backup purposes, provided that you reproduce all copyright and other proprietary notices that are on the original copy(s). The Kit licensed hereunder includes:

i. INSTEON Documentation (including but not limited to the User & Reference Guide)
ii. INSTEON Code Examples
iii. INSTEON Simulator (available with release B)
iv. SMARTHOME Device Manager (available with release B)
v. INSTEON SALad Complier (available with release B)
vi. INSTEON SALad Integrated Development Environment (available with release B)
vii. POWERLINC V2 USB or Serial
viii. LAMPLINC V2

2. RESTRICTIONS. Except for the license granted in this Agreement, SMARTHOME retains all right, title, and interest in and to the Technology, Protocol, Software, Firmware and Hardware, including without limitation all copyrights, patent rights and trademark rights therein. Any rights not expressly granted to you herein are reserved by SMARTHOME. You acknowledge and agree that the distribution and commercialization of any INSTEON labeled compatible applications developed by you using the Kit will be subject to (i) successful completion by you of SMARTHOME's designated authentication and compatibility testing processes and (ii) approval by SMARTHOME. No representations or warranties are made to you in this Agreement regarding such authentication or compatibility testing processes or any such approvals. The distribution and commercialization of any INSTEON labeled compatible applications developed by you will require and will be subject to the terms of a separately executed agreement between you and SMARTHOME, at SMARTHOME's sole discretion. You may not reverse engineer, disassemble, decompile, or translate the Protocol, Firmware, or Software, except if and to the extent expressly permitted under any applicable law. Failure to comply would cause irreparable harm and significant injury to SMARTHOME that would be difficult to ascertain or quantify; accordingly you agree that SMARTHOME shall have the right to obtain injunctive or other equitable relief to enforce the terms of this Agreement without limiting any other rights or remedies. If applicable law expressly permits such activities, any information so discovered or derived shall be deemed to be the confidential proprietary information of SMARTHOME and must be promptly disclosed by you to SMARTHOME. Any attempt to transfer or assign any of the rights, duties or obligations hereunder is void. You may not resell, rent, lease, loan or otherwise in any manner distribute the Kit. You may not reproduce (except as expressly permitted under Section 1), distribute, publicly perform, publicly display or create derivative works based on the Kit. The license to the Kit granted to you hereunder is solely for the purpose stipulated in Section 1, and the Kit may not be used for any other purpose, including but not limited to creating, developing, improving or modifying any network technology or environment (or similar function).

3. CONFIDENTIALITY. The Kit and all related information are confidential and proprietary to SMARTHOME. You agree not to disclose any information relating to the Kit (including without limitation the results of use or testing) to any third party without SMARTHOME’s prior written permission. Unauthorized use or disclosure of such information would cause irreparable harm and significant injury to SMARTHOME that would be difficult to ascertain or quantify; accordingly you agree that SMARTHOME shall have the right to obtain injunctive or other equitable relief to enforce the terms of this Agreement without limiting any other rights or remedies.

4. MARKETING. Smarthome may publish or represent through the INSTEON website and public relations activities, including but not limited to media interviews, press releases, contributed articles, speaking engagements, media coverage, and tradeshows that you and your company are involved in the development of INSTEON related applications, services and/or products. This may include the use of your logo and graphics that are registered trademarks. Please direct any inquires regarding INSTEON marketing to sales@insteon.net.

5. ACCESS INFORMATION. You agree to provide true, accurate, current, and complete information about yourself as requested in the registration process, and to update your information. You may not reveal your subscription password to anyone else and you may not use anyone else’s password. You are responsible for maintaining the confidentiality of your account and password. Unauthorized access to the developer’s website is a breach of this Agreement and a violation of the law.

6. EXPORT/IMPORT LAW ASSURANCES. The Kit and its use are subject to the laws and regulations of the US Government. You agree and certify that neither the Protocol, Firmware, Software nor any technical data received from SMARTHOME, nor the direct product thereof, will be exported, re-exported, or transferred except as authorized and as permitted by the laws and regulations of the United States Government. Prohibited exports include but are not limited to: the export, re-export, or transfer of the Kit or technical data to any prohibited entities or destinations subject to the US Government’s current list of restricted or embargoed countries, any parties currently listed on the US Government’s Denied Parties or Specially Designated National list, and any proliferation activities prohibited by the US Government such as chemical, biological, nuclear or missile technology. You also agree to abide by all applicable laws and regulations relating to the importation and use of the Kit of the jurisdiction in which you are located and in which you obtained the Kit.

7. GOVERNMENT USERS. If you are or are acting on behalf of an agency or instrumentality of the United States Government, the Kit, as applicable, is developed exclusively at private expense by SMARTHOME.

8. CONTRACTING PARTIES. If any component of the Kit is installed on any computer owned or is used by a corporation or other legal entity, then this Agreement is formed by and between SMARTHOME and such entity. The individual accepting the terms of this Agreement represents and warrants to SMARTHOME that they have the authority to bind such entity to the terms and conditions of this Agreement.

9. REPORTS. We encourage you to send to us your questions, comments or bug reports regarding the Kit. You agree that SMARTHOME shall have the right to use, without attribution or compensation to you, all feedback we receive from you, in any form, to improve or modify the Technology, Documentation, Protocol, Software, Firmware, Hardware or otherwise.

10. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE KIT IS AT YOUR SOLE RISK. THE KIT (AND TECHNICAL SUPPORT, IF ANY) IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, SMARTHOME AND ANY APPLICABLE LICENSORS (FOR THIS PURPOSES, SMARTHOME AND SMARTHOME’S LICENSOR(S) SHALL BE COLLECTIVELY REFERRED TO AS SMARTHOME) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. SMARTHOME DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE KIT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE KIT WILL BE CORRECTED. FURTHERMORE, SMARTHOME DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE KIT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SMARTHOME OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.

11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL SMARTHOME, ITS AFFILIATES OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THE KIT OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE KIT, EVEN IF SMARTHOME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. IN NO EVENT SHALL SMARTHOME’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

12. INDEMNITY. You agree to defend and indemnify SMARTHOME against all any and all claims, losses, liabilities, damages, costs and expenses, including attorney’s fees, which SMARTHOME may incur as a result of or in connection with any breach of this Agreement by you.

13. TERM AND TERMINATION. This Agreement shall be effective upon acceptance by you and shall continue until terminated. You may terminate the Agreement at any time by deleting and destroying all copies of the Documentation, Software, Firmware and all related information in your possession or control. This Agreement terminates immediately and automatically, with or without notice, if you fail to comply with any provision hereof. Upon termination you must delete or destroy all copies of the Documentation, Software and Firmware in your possession and the license granted to you in this Agreement shall terminate. Sections 2, 3, 5 through 11 and Section 13 shall survive the termination of this Agreement.

14. GENERAL. This Agreement is governed and interpreted in accordance with the laws of the State of California without giving effect to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply. Any claim arising out of or related to this Agreement must be brought exclusively in a federal or state court located in Orange County, California and you consent to the jurisdiction and venue of such courts. If any provision of this Agreement shall be invalid, the validity of the remaining provisions of this Agreement shall not be affected. This Agreement is the entire and exclusive agreement between SMARTHOME and you with respect to the Kit and supersedes all prior agreements (whether written or oral) and other communications between SMARTHOME and you with respect to the Kit.