TERMS of USE

Welcome to Universal Electronics Inc.'s ("UEI") Nevo web site (the "Nevo Site"). Please review the following rules that govern Your use of the Nevo Site (the "Terms of Use"). Please note that Your use of the Nevo Site constitutes Your agreement to follow and be bound by these rules. Any use in this Agreement of the terms "we" or "us" or "our" means or refers to UEI and "You" or "Your" means or refers to the Subscriber/User, Company, its agents, affiliates or representatives.

LAWFUL PURPOSE

You shall use the Nevo Site for lawful purposes only. You shall not post or transmit through the Nevo Site any material that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, that constitutes hate speech intended to insult any race, ethnicity, religion, sexual orientation, or national origin, or is otherwise objectionable, or that assists or encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law, or that contains any computer viruses or computer programs that are intended to damage, detrimentally interfere with, or surreptitiously intercept or expropriate the Nevo Site, or any other system data or information.

Any conduct by You that, in UEI's sole discretion and determination, restricts or inhibits any other Subscriber/User from enjoying the Nevo Site will not be permitted. You shall not use the Nevo Site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of Subscribers/Users of UEI to become subscribers/users of other services. UEI retains the right to remove any and all postings on the Nevo Site at its sole discretion and determination.

ELIGIBILITY

The services offered on the Nevo Site are only available to persons who can form legally binding contracts under applicable law. By way of example, persons under 18 years of age are not eligible to use the Nevo Site or the services offered thereon.

PASSWORD

Your access to the Nevo Site is protected by the use of a password. It is Your responsibility to guard this information and to keep it confidential. By registering, You are authorizing UEI to treat any person using Your password as You, and any resulting transactions, obligations and liabilities shall be attributed to You as if You used the Nevo Site Yourself. With regard to any transactions, obligations and liabilities attributed to Subscribers/Users under a valid password, liability for such transactions, obligations and liabilities shall also be attributed to any Company or other entity supplying the Subscriber/User access to the Nevo Site and affiliated with or employing the Subscriber/User as if the Company or other entity had used the Nevo Site itself.

INTELLECTUAL PROPERTY

Unless otherwise noted, all materials, including images, illustrations, text, designs, icons, photographs, software, video clips, and written and other materials that are part of the Nevo Site (collectively, the "Content"), along with any copyright, trademark, service mark, patent, trade dress and/or other proprietary or intellectual property rights in the Nevo Site and the Content, are owned by UEI, licensed to UEI or used with permission of their respective owners.

UEI hereby authorizes You to make a single copy of the Content herein for Your use in learning about, evaluating, or acquiring UEI's services described and offered through the Nevo Site (the "Services"). No right, title or interest in any downloaded materials or software or Content is transferred to You as a result of such copying. You agree that You shall not alter or remove any copyright notice or proprietary legend contained on the Nevo Site or its Content and You also agree that any copy of the Content shall include UEI's copyright notice or any other proprietary notice included therein. You agree not to derive or attempt to derive the source code, source files or structure of all or any portion of the Nevo Site or the Content by reverse engineering, disassembly, decompiling or otherwise. You expressly agree that You shall not attempt to, and have no right by virtue of this Agreement to, transfer or sublicense any of the Content or any other material or software of UEI.

The Nevo Site contains UEI and third-party trademarks and service marks. All marks are the property of their respective owners. All rights in the intellectual property contained in the Nevo Site including copyright, trademark, trade secret and patent rights are expressly reserved for the ownership and benefit of UEI. Except as specifically provided herein, access to the Nevo Site does not constitute a right to copy or use any of the intellectual property included on the Nevo Site. You covenant that You will take no action to register or otherwise interfere with or challenge any intellectual property rights of UEI. You agree that You shall grant UEI a fully transferable, non-exclusive, perpetual, royalty-free license to use, reproduce, display, distribute and resell all logos and designs uploaded to the Nevo Site by You ("Uploaded Design Content"), and You hereby covenant not to sue UEI, any of its affiliates or agents or any other Subscriber/User with respect to such Uploaded Design Content.

INDEMNIFICATION AND LIMITED LIABILITY

You agree to defend, indemnify and hold UEI, its subsidiaries, affiliates, successors and assigns, and their respective, shareholders, directors, officers, employees and agents harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to Your use of the Nevo Site.

UEI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT UEI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UEI SHALL NOT BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER ARISING OUT OF YOUR USE, OR INABILITY TO USE, THE SERVICES OR PRODUCTS PROVIDED HEREUNDER. UEI SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS BY THIRD PARTIES TO YOUR TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF YOUR NETWORK, SYSTEMS, APPLICATIONS, DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD. THESE LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, OR TORT, AND SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.

LINKS TO OTHER WEB SITES AND SERVICES

The Nevo Site may contain links to third-party web sites, services or resources. UEI does not control the availability and content of these third-party sites. Any concerns regarding any such web site, service or resource, or any link thereto, should be directed to the particular third-party service or resource that provides the content. The existence of a link to a third-party site does not constitute an endorsement or recommendation by UEI of the third party or the third-party's site. UEI DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGES ARISING FROM THE CONTENT OF OR PROVISION OF SERVICES BY ANY THIRD-PARTY SERVICE OR RESOURCE.

DISCLAIMER OF WARRANTY

THE NEVO SITE AND ALL CONTENT OF THE NEVO SITE AND THE NEVO SITE'S AVAILABILITY ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE, BY YOUR USE OF THE NEVO SITE, THAT YOUR USE HEREOF IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY OR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR USE OF THE NEVO SITE, AND THAT UEI SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF THE NEVO SITE.

SUBSCRIBER/USER COMMENTS, FEEDBACK AND SUBMISSIONS

Except as otherwise provided herein with respect to Uploaded Design Content, all comments, feedback, postcards, suggestions, ideas, and other information and textual material disclosed, submitted, conveyed or offered to UEI by You on or through the Nevo Site or otherwise disclosed, submitted or offered in connection with Your use of the Nevo Site (collectively, "Comments") shall be and remain UEI's property and shall be deemed to be non-confidential. Such disclosure, submission or offer of any Comments shall constitute an assignment to UEI of all-worldwide rights, title and interests in any copyrights, patent rights and other proprietary or intellectual property rights in the Comments. Thus, You assign to UEI, and UEI will possess exclusive ownership of, all rights, title and interests in any copyrights, patent rights and other proprietary and intellectual property rights in the Comments and shall not be limited in any way in its use, commercial or otherwise, of any Comments. UEI is and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to You any compensation for any Comments; or (3) to respond to Your Comments.

You agree that no Comments or Uploaded Design Content or any other submission provided to the Nevo Site by You will violate any right of any third party, including copyright, trademark, patent, privacy or other personal or proprietary or intellectual property right(s). You further agree that no Comments or Uploaded Design Content or other submission provided by You to the Nevo Site will be or contain libelous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for any Comments or Uploaded Design Content You make, and You hereby covenant not to sue UEI, any of its affiliates or agents or any other Subscriber/User with respect to any Comments made by You, UEI or any other Subscriber/User. YOU FURTHER SPECIFICALLY AGREE THAT UEI IS NOT IN ANY WAY OBLIGATED TO ACTIVELY MONITOR THE NEVO SITE FOR OBJECTIONABLE OR OFFENSIVE OR UNLAWFUL COMMENTS OR UPLOADED DESIGN CONTENT, AND YOU HEREBY HOLD HARMLESS AND COVENANT NOT TO SUE UEI, ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY COMMENTS MADE BY YOU OR OTHERS AND UEI SHALL HAVE NO LIABILITY THEREFORE WHATSOEVER. If such offensive, objectionable or unlawful comments are made known to UEI by You, UEI will endeavor to evaluate such comments and, in the exercise of its sole discretion, remove such comments if necessary.

GENERAL

We may change, move or delete portions of, or may add to, the Nevo Site from time to time, including, but not limited to, content, hours of availability, and equipment and/or software needed for access or use.

CHANGED TERMS

We may from time to time change the rules that govern Your use of the Nevo Site. UEI shall have the right at any time, without providing individual notice, to change, modify, add or delete any terms or conditions that apply to Your use of the Nevo Site ("Changed Terms"). The Changed Terms shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to posting the Changed Terms on the Nevo Site, or by electronic or conventional mail, or by any other means which adequately provide notice thereof. Any use of the Nevo Site by You after such notice shall be deemed to constitute acceptance by You of the Changed Terms.

LOCAL LAWS AND TAXES

You are solely responsible for abiding by all applicable local, national and governmental rules and regulations, including international and import/export laws, that may apply to You. Your use of the Nevo Site shall be in accordance with these laws. You are responsible for all sales, use, goods and services, value added, and/or excise taxes that may be attributed to any transaction conducted using the Nevo Site and escrow services, except for taxes based on UEI' income. You are responsible for all import/export fees, duties and/or licenses as may be required by the relevant governmental authorities. You are responsible for supplying any restrictive legends or notices (e.g. copyright notices) and for properly attributing trademarks, service marks, logos and other propriety rights to their respective owners.

TERMINATION

This Agreement is effective unless and until terminated by either You or UEI. Your continued use of the Nevo Site constitutes Your adherence to the terms of this Agreement. Either party may terminate this Agreement at any time. Upon any termination of this Agreement (1) You shall not be authorized to access the Nevo Site or use any of the Content, (2) UEI may without notice deny Your access to the Nevo Site, and (3) You must promptly destroy all materials downloaded or otherwise obtained from the Nevo Site, as well as all copies of such materials, whether made under the terms of this Agreement or otherwise. The sections entitled Intellectual Property, Subscriber/User Comments, Feedback and Submissions, Disclaimer of Warranty, Indemnification and Limited Liability, and Miscellaneous shall survive termination.