Modbus Universal— RTI XP Driver

This End User License Agreement ("Agreement") is a legal contract between you (either an individual or a single entity, "Licensee" or "you") and Custom Control Drivers LLC, a South Carolina limited liability company ("Licensor", "we", "us", or "our") for the software product or products you have downloaded, purchased, or otherwise obtained (the "Software"), including any associated documentation, updates, and supporting files.

BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

1. Definitions

"Software" means the RTI XP driver product(s) licensed under this Agreement, including the compiled .rtidriver package, all included scripts, configuration files, documentation, and any updates, modifications, or supplementary code provided by Licensor.

"Processor" means a single physical Remote Technologies Inc. ("RTI") XP-series control processor, identified uniquely by its hardware MAC address.

"Licence Key" means the cryptographically signed string issued by Licensor that authorizes use of the Software on a specific Processor.

"Trial Period" means the limited evaluation period built into the Software (currently 120 minutes of cumulative operation), during which the Software may be used without a Licence Key for compatibility testing.

2. Grant of License

2.1 Limited License. Subject to your compliance with this Agreement and payment of all applicable fees, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use one (1) copy of the Software on the single Processor whose MAC address is encoded in your Licence Key, solely for your internal business or personal use.

2.2 Per-Processor Licensing. Each Licence Key is bound to one Processor. Use of a single Licence Key on multiple Processors simultaneously is prohibited and constitutes a material breach of this Agreement.

2.3 Trial Use. You may use the Software during the Trial Period without a Licence Key solely to evaluate compatibility with your hardware and intended use case. The Trial Period is provided as a courtesy and creates no warranty obligations.

2.4 Updates. Licensor may, but is not obligated to, release updates, patches, or new versions of the Software. When provided, such updates are governed by this Agreement unless accompanied by a separate license agreement.

3. Restrictions

You shall not, and shall not permit any third party to:

1. Copy, reproduce, distribute, or redistribute the Software, except for one backup copy retained solely for archival purposes.
2. Modify, adapt, alter, translate, or create derivative works of the Software.
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or non-public protocols of the Software, except to the extent such activity is expressly permitted by applicable law notwithstanding this limitation.
4. Remove, alter, circumvent, or disable any license enforcement mechanism, copy protection, digital rights management, or proprietary notices contained in the Software.
5. Sublicense, rent, lease, lend, sell, resell, transfer, assign, or otherwise commercially exploit the Software or any rights granted under this Agreement.
6. Use the Software in any manner that violates applicable law or infringes the rights of any third party.
7. Use the Software to develop or distribute a competing product.
8. Share, publish, or disclose Licence Keys to any third party.

Any violation of this Section 3 immediately and automatically terminates this Agreement and your license to use the Software, without notice and without refund.

4. Ownership and Intellectual Property

4.1 The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. No rights are granted to you other than those expressly stated in this Agreement.

4.2 All trademarks, service marks, trade names, logos, and product names referenced in the Software or documentation are the property of their respective owners. Reference to third-party products or trademarks does not imply endorsement or affiliation.

5. Fees and Payment

5.1 The Software is licensed for a one-time fee per Processor, as set forth on Licensor's website at the time of purchase.

5.2 All fees are non-refundable except as expressly provided in Section 6.

5.3 Licensor reserves the right to modify pricing for new licenses at any time. Existing licenses are not affected by pricing changes.

6. Refund Policy

6.1 Test Before You Buy. The Trial Period is provided specifically so you can verify compatibility before paying. You are strongly encouraged to use the Trial Period.

6.2 Limited Refund Window. Refund requests must be submitted within fourteen (14) calendar days of purchase. Refunds are granted at Licensor's sole discretion and are typically considered only when: (a) the Software fails to install on a supported Processor configuration; or (b) the Software does not perform a documented core function on the supported device; and (c) the issue cannot be resolved through reasonable support efforts.

6.3 No Refunds For: change of mind, project cancellation, or device replacement; failure to perform compatibility testing during the Trial Period; compatibility issues with undocumented or unsupported device firmware versions; issues caused by user configuration error, network problems, or third-party software; or licenses where the Trial Period was completed without issues prior to purchase.

6.4 Processor Migration. Licence Keys are bound to one Processor MAC address and are not transferable as a matter of right. If you experience a Processor failure or upgrade, contact [email protected] to request a Licence Key reset. All reset requests are at Licensor's sole discretion. Licensor may require documentation (such as RMA confirmation, a receipt for the replacement Processor, or other proof Licensor reasonably requests), may charge a reissue fee, may deny any request, and may revoke previously issued resets where abuse is suspected.

7. Support

7.1 Licensor provides reasonable email-based support for active license holders for issues related to documented Software functionality.

7.2 Support is provided on a commercially reasonable best-effort basis. Licensor does not guarantee response times, resolution times, or that any particular issue will be resolved.

7.3 Support does not include custom feature development, programming services, system design consultation, third-party device support, or end-user training.

8. NO WARRANTY

8.1 AS-IS. The Software is provided "AS IS" and "AS AVAILABLE", with all faults and without warranty of any kind.

8.2 Disclaimer of Warranties. To the maximum extent permitted by applicable law, Licensor expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quiet enjoyment, and any warranties arising from course of dealing, usage, or trade practice.

8.3 No Performance Warranty. Licensor does not warrant that the Software will meet your requirements, operate without interruption, be error-free, be compatible with any particular device firmware version or future device firmware version, or that defects will be corrected.

8.4 Third-Party Devices. The Software interfaces with third-party devices over open and undocumented protocols that may change without notice. Licensor makes no warranty regarding continued compatibility with any third-party product, service, cloud platform, or API. Changes by third-party vendors to their products, firmware, or APIs that break Software functionality are not the responsibility of Licensor and do not constitute grounds for a refund.

9. CRITICAL USE DISCLAIMER

9.1 Not for life-safety or critical applications. The Software is not designed, intended, or licensed for use in any application where failure could reasonably be expected to cause personal injury, death, property damage, or environmental harm, including without limitation: life-safety or life-support systems; medical devices or healthcare applications; primary fire detection or fire suppression systems; primary security or intrusion detection systems where the Software is the sole alerting mechanism; nuclear facilities, weapons systems, or aircraft navigation; or any application requiring fail-safe operation or regulatory certification.

9.2 If you use the Software in connection with security panels, alarm systems, HVAC, lighting, or any other physical-world device, you do so at your sole risk and you acknowledge that the Software is a convenience layer and not a primary safety mechanism. You are solely responsible for installing appropriate independent fail-safe systems, redundancies, and monitoring.

10. LIMITATION OF LIABILITY

10.1 Cap on Damages. To the maximum extent permitted by applicable law, Licensor's total cumulative liability arising out of or related to this Agreement or the Software, regardless of the cause of action or theory of liability, shall not exceed the total amount actually paid by you to Licensor for the specific Licence giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.

10.2 Exclusion of Indirect Damages. In no event shall Licensor be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation damages for loss of profits, loss of revenue, loss of business opportunity, loss of data, loss of goodwill, business interruption, cost of substitute goods or services, or property damage, even if Licensor has been advised of the possibility of such damages and even if a remedy set forth in this Agreement fails of its essential purpose.

10.3 Applies to All Claims. The limitations and exclusions in this Section 10 apply to all claims, whether in contract, tort (including negligence), strict liability, breach of warranty, or any other legal theory, and apply equally to Licensor's officers, directors, employees, contractors, and affiliates.

10.4 Material Basis. You acknowledge that the fees paid for the Software reflect the allocation of risk set forth in this Agreement and that the limitations in this Section 10 are a material basis of the bargain between the parties. Licensor would not provide the Software without these limitations.

11. Indemnification

You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Software; (b) your breach of this Agreement; (c) your violation of any law or third-party right; or (d) any property damage or personal injury resulting from physical-world devices controlled through the Software.

12. Termination

12.1 Term. This Agreement is effective until terminated.

12.2 Termination by Licensee. You may terminate this Agreement at any time by ceasing all use of the Software and destroying all copies in your possession.

12.3 Termination by Licensor. This Agreement and your license terminate automatically and without notice if you breach any term of this Agreement. Licensor may also terminate this Agreement at any time for any reason upon written notice.

12.4 Effect of Termination. Upon termination, all rights granted to you under this Agreement immediately cease, you must stop using the Software, and you must destroy all copies in your possession. Sections 3, 4, 8, 9, 10, 11, 12.4, 13, and 14 survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of South Carolina, United States of America, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Venue. Any legal action or proceeding arising under or related to this Agreement shall be brought exclusively in the state or federal courts located in South Carolina, and the parties hereby consent to the personal jurisdiction and venue of such courts.

13.3 Waiver of Class Actions. To the maximum extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

13.4 Attorneys' Fees. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

14. General Provisions

14.1 Entire Agreement. This Agreement, together with any order documents and the documentation provided with the Software, constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior or contemporaneous communications, proposals, and agreements.

14.2 Modifications. Licensor may modify this Agreement from time to time by posting an updated version on its website. Your continued use of the Software after such modifications constitutes acceptance of the modified Agreement. If you do not agree to a modification, you must cease using the Software.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions remain in full force and effect.

14.4 No Waiver. Failure by Licensor to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

14.5 Assignment. You may not assign or transfer this Agreement or any rights or obligations under it without Licensor's prior written consent. Licensor may freely assign this Agreement. Any attempted assignment in violation of this Section is void.

14.6 Notices. Notices to Licensor must be sent to [email protected] or to the LLC's registered agent address on file with the South Carolina Secretary of State.

14.7 Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship.

14.8 Force Majeure. Licensor is not liable for any delay or failure in performance caused by circumstances beyond its reasonable control.

14.9 Headings. Section headings are for convenience only and do not affect interpretation.