This End User License Agreement (“EULA”) is a legal agreement between you an Open Appliances Pvt. Ltd. (OpenApp”) for the OpenApp software (“Software”) embedded on your hardware (“Hardware”).

IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU MUST CEASE USING AND ACCESSING THE SOFTWARE IMMEDIATELY. BY ACCESSING AND USING THE SOFTWARE IN ANY MANNER, YOU ARE ACCEPTING AND AGREEING TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH SUCH ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SOFTWARE AND TO ENTER INTO THIS EULA. Use of the Hardware, the Software and the services provided in connection with the Hardware and the Software may also be subject to Open’s Terms of Service (“Terms of Service”), Privacy Policy (“Privacy Policy"), and such other terms, conditions and instructions that may be provided by OpenApp from time to time. Please review all such terms and policies carefully before using any of OpenApp’s products or services (OpenApp Services”). By using the Software you are agreeing to the terms of all of the abovelisted terms and conditions that apply to you.

AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC UPDATING OF THE SOFTWARE. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SOFTWARE. Any future release, update, or other addition or change to functionality of the Software shall be subject to the terms of this EULA, unless Latch expressly states otherwise. Your continued use of the Software is your agreement to the terms and conditions set forth in this EULA.

1. LICENSE GRANT : Subject to the terms and conditions of this EULA, OpenApp grants to you a nontransferable, non exclusive, revocable, worldwide (subject to any legal restrictions on export or use) license (without the right to sublicense) to download and run the Software, solely on the Hardware that you own or control, in connection with your use of such Hardware, in accordance with this EULA and any other terms and conditions made available by OpenApp in connection with the Hardware, Software and related Latch Services.

2. CONDITIONS OF USE; LICENSE RESTRICTIONS : You agree to abide by, and to use the Hardware and Software in accordance with, the documentation provided to you in connection with the Hardware and Software, and any additional terms of service that Latch may post associated with the Latch Services, including without limitation the Terms of Service. You are responsible for maintaining the security of your Hardware, and you must take reasonable steps to protect access to the Hardware and Software. All use of the Hardware and Software (by you or others) through your account with OpenApp is your responsibility. Your use of the Hardware and Software is subject to the following restrictions: (a) you shall use the Hardware and Software solely as licensed above, and shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Hardware or Software or make the Software available to any third party for any use outside of the Hardware or as otherwise intended by this EULA, the Terms of Service and Warranty; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Hardware or Software (except solely to the extent affirmatively required under applicable statutory law); (c) you shall not use or access the Hardware or Software for benchmarking or competitive analysis, or in order to build a similar or competitive product or service; (d) except as expressly stated herein, you shall not copy, reproduce, distribute, republish, download, display, post, or transmit the Hardware or Software in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means and (e) you shall only use the Hardware and Software in compliance with all applicable local laws, rules and regulations, including without limitation all building codes and regulations.

3. AUTOMATIC SOFTWARE UPDATES : OpenApp may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Software and related services (“Updates”). You consent to the automatic installation of the Software on the Hardware, which may occur without OpenApp providing any additional notice or receiving any additional consent. If you do not want such Updates, your remedy is to stop using the Software. If you do not cease using the Software, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use certain features or components of the Hardware, including the Software, and you agree to promptly install any Updates OpenApp requires or makes available to you.

4. OWNERSHIP : OpenApp and its suppliers and licensors own and retain all right, title and interest in and to the Software, including all intellectual property rights thereto and reserve all rights not expressly granted in this EULA. The Software (and all copies thereof) is licensed to you, not sold, under this EULA. You acknowledge that any suggestions, ideas, comments or other feedback (“Feedback”) you provide to us regarding the Hardware or Software shall become our sole and exclusive property without any compensation to you. We may, in our sole discretion, decide whether to use the Feedback in any of our products and services. You hereby assign to us all of your right, title and interest in the Feedback, including but not limited to all copyrights, patent rights, trade secrets and trademarks.

5. MISCELLANEOUS : This EULA, together with the Terms of Service and Privacy Policy and any other applicable documentation provided to you by Latch, are the entire agreement between you and us with respect to the Software and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Software. 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 failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. This EULA is personal to you, and is not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. No agency, partnership, joint venture, or employment relationship is created as a result of this EULA and neither party has any authority of any kind to bind the other in any respect. All notices under this EULA will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@openapp.co. Our failure to enforce any part of this EULA shall not constitute a waiver of our right to later enforce that or any other part of this EULA. In order for any waiver of this EULA to be binding, we must provide you with written notice of such waiver through one of our authorized representatives. The section and paragraph headings in this EULA are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this EULA shall be read as being followed by “without limitation” where appropriate.

6. QUESTIONS OR ADDITIONAL INFORMATION : If you have questions regarding this EULA, or wish to obtain additional information, please send an e-mail to info@openapp.co.