SHADE CALCULATOR BY ROLL-A-SHADE END USER LICENSE AGREEMENT

July 1, 2021

This End User License Agreement (the “Agreement” or “License” or “EULA”)

shall be considered a legally binding agreement between you (an individual or an entity,

hereinafter “Licensee” or “You” or “Your”) and Roll-a-Shade Inc. for the use of the specified

software: The Shade Calculator, which may include related printed material, media and any other components and/or software modules, drivers and any and all information generated by the software (the “Product”). Other aspects of the Product may also include, but are not limited to, software updates and any upgrades necessary that Roll-a-Shade Inc. may supply to You or make available to You, or that You obtain after the initial copy of the Product.

BY INSTALLING, COPYING, ACCESSING OR USING THE PRODUCT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT.  IF YOU DO NOT AGREE TO BE BOUND, DO NOT USE THIS PRODUCT.

THIS PRODUCT IS PROTECTED BY COPYRIGHT LAWS, AS WELL AS ANY OTHER INTELLECTUAL PROPERTY LAWS.  THIS PRODUCT IS LICENSED, NOT SOLD.

If you agree to this License Agreement on behalf of another person or entity including, without limitation, your customer or client, business owner or homeowner, you represent and warrant that you have the right, capacity, and authority to bind that person or entity to this License Agreement and your agreement to this License Agreement will be treated as the agreement of that person or entity and all of the terms and conditions of this License Agreement shall be binding upon that person or entity. In that event, “you” and “your ” and “End User” will include and apply to that person or entity.

1. INTELLECTUAL PROPERTY

The Product is the intellectual property of and is owned by Roll-a-Shade Inc. and/or its suppliers. The Software, including, but not limited to, the structure, organization, and code (including object code and source code) of the Product, are the valuable trade secrets and confidential information of Roll-a-Shade Inc.

The Product is protected by copyright and other Intellectual Property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any software of the Product (including, but not limited to, the structure, organization, and code, including object code and source code), photographs, images, video animation, and text, that may be incorporated as part of the offered content. Such offered content is protected by copyright laws and international treaty provisions. Therefore, offered content must be treated as any other copyrighted material, and cannot be reproduced without Roll-a-Shade Inc.‘s prior written consent.

2. GRANT OF LICENSE

Roll-a-Shade Inc. grants to the End User a non-exclusive license to use the Product subject to the terms and conditions herein. Roll-a-Shade Inc. reserves the right to charge the End User a fee for the Product, use of certain features within the Product, upgrades to the Product and/or services provided in connection with the Product. Furthermore, this EULA shall also govern any and all software updates, upgrades, enhancements, modifications or additions provided by Roll-a-Shade Inc. that would replace, overwrite and/or supplement the original installed version of the Product, unless those other Updates and Upgrades are covered under a separate license, in which case the terms of that license will govern. This License Agreement does not entitle the End User to any such updates, upgrades, enhancements, modifications, revisions, or additions at any time in the future.

3. RESTRICTIONS ON USE.

As a Licensee, You may not: (a)You may not share, distribute, lend, lease, sublicense or otherwise make available, in any manner whatsoever, to any third party the offered content; (b) Modify, adapt, create derivative works from or translate any part of the offered content other than what may be used within Your work in accordance with this License; (c) Reverse engineer, decompile or disassemble the offered content, nor attempt to locate or obtain its source code; (d) Attempt to alter or remove any trademark, copyright or other proprietary notice contained within the offered content; or (e) Make use of any offered content in any manner not stipulated within this EULA or the documentation accompanying the offered content.

4. NO GRANT OF RIGHTS.

Except as expressly stated herein, this Agreement does not grant either Party any rights to the other’s content or any of the other’s Intellectual Property. Specifically, Roll-a-Shade Inc. owns all Intellectual Property rights in Product.

5. RIGHT OF PUBLICITY.

You agree, with respect to publicity that: (a) Roll-a-Shade Inc. may include Licensee or its brand in a list of Licensees, online, or in promotional materials; and (b) Roll-a-Shade Inc. may verbally reference Licensee as a licensee of Product.

6. UPDATES/UPGRADES.

Roll-a-Shade Inc. may find the need to make available Updates or Upgrades for the Product, in accordance with the herein contained terms and conditions of this EULA. It shall be at the sole discretion of Roll-a-Shade Inc. to make conditional releases of said Updates or Upgrades to You upon Your acceptance of another EULA or execution of another separate agreement. Should You elect to install and make use of these updates, You are therefore agreeing to be subject to all applicable license, terms and conditions of this EULA and/or any other agreement.

7. DISCLAIMER OF WARRANTY.

Roll-a-Shade Inc. shall use reasonable efforts consistent with prevailing industry standards to maintain Product in a manner which minimizes errors and interruptions.

HOWEVER, Roll-a-Shade Inc. DOES NOT WARRANT THAT PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS, PROPOSALS ESTIMATES AND RECOMMENDATIONS THAT MAY BE OBTAINED FROM USE OF PRODUCT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY OR ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR EMPLOYEE OF EITHER PARTY, MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. NEITHER Roll-a-Shade Inc. NOR ANY OFFICER, DIRECTOR, SUBSIDIARY, AFFILIATE, OR EMPLOYEE OF Roll-a- Shade Inc. MAKES ANY REPRESENTATION OR WARRANTY ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH PRODUCT.

Roll-a-Shade Inc. IS NOT RESPONSIBLE FOR ANY ENTRIES, ALTERATIONS, ERRORS, OMISSIONS, OR MISREPRESENTATIONS MADE BY THE END USER OR ANY OTHER PERSON WHO ENTERS DATA INTO THE PRODUCT.

THE INFORMATION HAS BEEN GENERATED BASED ON CERTAIN ASSUMPTIONS AND DEFAULT FIGURES AND ON DATA ENTERED BY THE END USER OR A THIRD PARTY

OTHER THAN Roll-a-Shade Inc.  THE ASSUMPTIONS AND DEFAULT FIGURES ARE HYPOTHETICAL AND MAY NOT BE APPLICABLE TO THE END USER’S PARTICULAR PROJECT.   Roll-a-Shade Inc. CANNOT AND DOES NOT GUARANTEE THAT THE INFORMATION INCLUDING, BUT NOT LIMITED TO, THE FABRIC RECOMMENDATION, PROVIDED BY THE PRODUCT WILL BE OR IS A VIABLE, APPROPRIATE OR OPTIMAL RECOMMENDATION OR SOLUTION FOR THE END USER’S PROJECT NEEDS.  THE INFORMATION IS INTENDED FOR HYPOTHETICAL, ILLUSTRATIVE AND COMPARATIVE PURPOSES ONLY AND IS SUBJECT TO CHANGE WITHOUT NOTICE.

WITHOUT LIMITING THE FOREGOING, THE END USER ACKNOWLEDGES AND AGREES THAT (1) THE SOFTWARE DOES NOT CAPTURE ALL JOB SPECIFIC PARAMETERS SUCH AS, BUT NOT LIMITED TO, SURROUNDING BUILDINGS AND TOPOGRAPHY, LARGE REFLECTIVE SURFACES, AND MICROCLIMATIC CONDITIONS; (2) THE SOFTWARE INTENDS TO EVALUATE GLARE AND VIEW FROM THE AVERAGE PERSON’S PERCEPTION AS DETERMINED BASED ON ACADEMIC RESEARCH DRIVEN METRICS; (3) RECOMMENDATIONS PROVIDED BY THE SOFTWARE PRIORITIZE GLARE  CONTROL FIRST AND THEN, DEPENDING ON THE TYPE OF AREA, DAYLIGHT AUTONOMY AND/OR VIEW PRESERVATION. PLEASE CONSULT WITH A QUALIFIED Roll-A-Shade Inc. PROFESSIONAL TO DISCUSS YOUR PARTICULAR SITUATION BEFORE SELECTING A PROJECT RECOMMENDATION.

Roll-a-Shade Inc. DOES NOT WARRANT OR REPRESENT THAT ITS SECURITY PROCEDURES WILL PREVENT THE LOSS OF OR IMPROPER ACCESS TO THE DATA OR SYSTEMS OF THE END USER.  Roll-A-Shade Inc. IS NOT RESPONSIBLE FOR TRANSMISSION ERROR OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES OR FOR THE QUALITY OR AVAILABILITY OF INTERNET SERVICES.  THE END USER IS SOLELY RESPONSIBLE FOR PAYING ANY AND ALL COSTS, FEES, AND EXPENSES ASSOCIATED WITH ACCESSING AND MAINTAINING INTERNET CONNECTIONS.  THE END USER IS ENTIRELY RESPONSIBLE FOR AND ASSUMES ALL RISK FOR USE OF THE SOFTWARE AND INFORMATION.

8. LIMITATION OF LIABILITY 

IN NO EVENT SHALL Roll-a-Shade, Inc. BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS, BENEFITS, USE, OR DATA RESULTING FROM THE USE OF THE SOFTWARE, OR FOR ANY DAMAGES WHATSOEVER OF ANY TYPE ARISING FROM OR RELATED TO THIS LICENSE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF Roll-A-Shade Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR OF ANY EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE END USER.  NOTHING IN THIS LICENSE AGREEMENT SHALL EXCLUDE OR LIMIT Roll-a-Shade Inc.’s WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

IN NO EVENT, EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, SHALL Roll-A-Shade Inc.‘s LIABILITY EXCEED THE PURCHASE PRICE OF THE SOFTWARE, IF ANY.

9. USE OF INFORMATION COLLECTED BY THE SOFTWARE

Any information that you provide to Roll-A-Shade Inc. shall become the sole and exclusive property of Roll-a-Shade Inc. upon submission.  When you utilize the Product, input data into the Product and/or generate solutions or other information, Roll-a-Shade Inc. may use technology and automatic data collection tools such as web beacons, cookies, embedded web links, and other information gathering tools to collect certain statistics, output and/or data on its servers or in duplicate forms.  The data may include your internet protocol address, operating system used to access the Software, the information you input (including, but not limited to, your name and contact information, your customer’s/client’s name, and contact information and/or system information, project information and any other information you provide or generate using the Software or any portion of such data), and the proposal or other information you generate or send.  Roll-a-Shade Inc. uses the information it gathers to design and improve Roll-a-Shade Inc. ‘s Software, monitor Software use, compile business and technical statistics and communicate with you and your customers/clients.  Roll-a-Shade Inc. may share this information on an individual and/or aggregate basis within Roll-a-Shade Inc., with Roll-a-Shade Inc.‘s related companies and/or with third parties in furtherance of Roll-a-Shade Inc.‘s business needs, however, Roll-a-Shade Inc. does not sell or rent such information to third parties for the purpose of soliciting you for non-Roll-a-Shade, Inc. products and services.  In addition, Roll-a-Shade Inc. may disclose information that you have provided to Roll-a-Shade Inc. if Roll-a-Shade Inc. has a good faith belief that such disclosure is necessary to: (i) comply with the law or legal process served on Roll-a-Shade Inc.; or (ii) protect or defend the rights or property of Roll-a-Shade Inc. or others.

If you are providing information to Roll-a-Shade Inc. on behalf of another person or entity and/or if you are providing Roll-a-Shade Inc. with the information of another person or entity, you warrant and represent that you have the right, capacity and authority to provide and use that information.

10. CHANGES TO THIS LICENSE AGREEMENT

Roll-a-Shade Inc. reserves the right to make changes to this License Agreement without prior notice to the End User.  If Roll-a-Shade Inc. makes any material changes to this License Agreement, Roll-a-Shade Inc. will make the revised License Agreement available at www. https://www.rollashade.com/EULA. Your continued use of the Software following any changes to the License Agreement constitutes your assent to all provisions of the License Agreement.

11. APPLICABLE LAW

This EULA shall be governed solely by the laws of the State of California and of the United States. Should any action arise out of or in relation to this EULA, such action may be brought exclusively in the appropriate federal or state court in Riverside County, California, and as such, You and Roll-a-Shade Inc. irrevocably consent to the jurisdiction of said court and venue for Riverside County, California

12. ENTIRE AGREEMENT

This License Agreement, including any addendum or amendment to the License Agreement, which is included with the Product, is the entire agreement between the End User and Roll-a-Shade Inc. relating to the Product and the support services (if any), and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this License Agreement. The terms of this License Agreement shall not be modified except by the consent of Roll-a-Shade Inc. given in a writing signed by an officer of Roll-a-Shade Inc.

13. SEVERABILITY

If any of the provisions of this License Agreement are invalid under any applicable statute or rule of law, then those provisions or portions thereof are to that extent deemed to be omitted.

14. NO THIRD-PARTY BENEFICIARY

Except as otherwise expressly provided in this License Agreement, this License Agreement is intended for the sole benefit of Roll-a-Shade Inc. and the End User and does not otherwise create any third-party beneficiary rights.

15. TERMINATION

Should You breach this EULA, Your right to the use of the Product will immediately terminate without any notice being given. However, all provisions of this EULA, with the exception of the License grant, shall survive termination and will remain in effect.

16. ACKNOWLEDGMENTS

The End User represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.

The End User will use the Software in good faith and will not directly or indirectly use the Software to interfere with Roll-a-Shade Inc.‘s business or in violation of any applicable law, regulation, or guideline.

17. VALID AND BINDING

This Agreement constitutes a valid and legally binding obligation of the Parties, enforceable against the Parties in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles.

18. CONTACT

The End User should contact Roll-A-Shade Inc. should they have any questions, complaints or claims with respect to the Software.