END-US ER LICENS E AGREEMENT FOR ClearSCADA

TM

IMPORTANT - READ CAREFULLY: This End-User License Agreement (E ULA) is a legal agreement between y ou (hereinafter called the "Licensee") and Control Microsystems Inc., a corporation existing pursuant t o the laws of Canada (herein the Company) for the computer soft ware, electronic documentation and the media upon which this EULA is delivered (the Software), and any associated printed materials that are delivered with the Software (the Documentation). The Licensee enters into the terms and conditions of this EULA on the first of: (a) (b) installing, copying, downloading, accessing, or otherwise using the Software; acknowledging acceptance of the EULA by clicking I Agree as You go through the installation process for the Software; (c) making payment for the Software. The Software and Documentation is protected by copyright laws and

SOFTWARE LICE NSE.

international copyright treaties, as well as other intellectual property laws and treaties. The Software and Documentation is licensed, not sold. 1. TE RMS AND CONDITIONS. Upon entering into this EULA, the Licens ee is grant ed a non -

exclusive, perpetual, revocable, non-transferable (except as expressly provided herein), limited license to use the Software and Documentation solely in accordance with the t erms and conditions of this EULA. (a) EVALUA TION LICE NCE. The E valuation License applies if and only if the Software is supplied to the Licensee for evaluation. The Licensee may install the evaluation licence on a single computer, and us e it for the pre-programmed duration of the evaluation period, after which time the Software will cease to operat e. Evaluation purposes do not include use for commercial benefit. When the Licensees use for evaluation or testing purposes ceases, or the period expires, whichever is sooner, then the Licensee must either: i. immediat ely remove the Soft ware from the comput er and comply with the obligations set forth in Paragraph 13; or ii. (b) buy a Production Licence for the Software.

PRODUCTION LICE NCE. i. A Production License applies when the Licensee has purchased the right to use the Software from the Company or its authorized res eller or agents. If the

Licensee has paid the fees and charges for Production License to the Company or its nominated agent, then: 1. The Licensee may install and use one copy of the Software (or component t hereof) for each license purc hased. Software may be transferred from one computer (CP U) to another computer (CP U) within an organization, but only one operating version can exist at any one time. 2. The Software may be delivered with a limitation t hat restricts the Licensees use to the maximum number of data points purchased. Use of the Soft ware with an excess of such maximum number of dat a point s is prohibited and alteration or modification of the S oft ware to avoid such restriction is prohibited and will result in t ermination of the Licensees license. Rights to use the Software for additional numbers of data points may be purchased from the Company or its authorized reseller or agents. 3. Software that is enabled to provide access over a network or the Internet, is limited to one user, unless access to concurrent users (users simultaneously connected over the network or Internet) is purc hased. Use of the Software for more than one user, or in an excess of the maximum number of concurrent users purchased where applicable, is prohibited and alteration or modification of the S oft ware to avoid such restriction is prohibited and will result in t ermination of the Licensees license. Rights to use t he Software for additional concurrent users may be purchased from the Company or its authorized res eller or agents. 4. The Licensee may use the Software to process its data, or the data of a third party while acting as a service bureau, provided that the License purchased permits a number of data points that equals or exceeds that maximum number of data points that are at any time in the environment attached to or accessed by the Software (the Permitted Use). Subject to the foregoing, Software and Documentation may not be disclosed t o, transferred or assigned nor used by, any other third party, nor be sublicensed, leased, or rented or for any purpose other than the Permitted Use (ot her than the rights of assignment ex pressly provided in this EULA, and ot her for use by a s ub-c ontractor that is working for the Licensee).
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5.

Licensee may make two copies of the Software for backup and archival purposes only.

6.

The Licensee

is granted a non-exclusive, non-t rans ferable, revocable

licence for the hard copy Documentation for use in association with the Permitted Us e of the Soft ware. ii. If and only if the Production License purchased by the Licensee is designat ed for use with a remote access/application publishing product (an " Application S erver Product" such as Windows Terminal S erver or Citrix) that allow users t o connect remot ely to applications running from c entral servers (herein the "Application Cent ral Server") then, in addition to the conditions outlined in the previous section the following shall also apply: 1. The Licensee may install and use one copy of the Software (or component thereof) for each license purchased on the Application Cent ral S erver. Software may be t rans ferred from one Application Cent ral S erver to anot her Application Central S erver but only one copy may be installed at any one time. 2. The Licensee may allow that maximum number of unique users (as defined below) t hat are purchased wit h this license, to remotely access the Software from an Application S erver Product. If the Licensees agreement with the Company provides the Licens ee with the right to purchase additional unique users, then the Licensee may allow access of the Soft ware through the Application Server Product with such number of additional unique users in accordance with the terms of s uch agreement. Failure to adhere to t he terms of such agreement, including any obligation to report and to make payments in accordance with the terms of such agreement is a default under this EULA, the Company may terminat e this EULA and the license rights granted to the Licensee herein. 3. A unique user is a device (including but not limited to a comput er or central processing unit, smart phone, personal digit al assistant) that is authorized to use the S oft ware from Application S erver P roduct from a remot e location over the Internet, corporate intranet or extranet, wireless network or other telecommunications means. A unique user may be transferred to another device provided that the access from the transferee device is permanently disabled.
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If the Licens ee wishes to use the reporting functionality of the Software, the Licensee must acquire Crystal Reports (or such other reporting tool approved by the Company from time to time) separately and at its own cost from an authorised reseller of that reporting tool. 2. PROHIB ITE D USES. Licensee must not: (a) (b) reverse engineer, disassemble or decompile any portion of the Soft ware; copy, alter, adapt or t ranslat e the Software or Document ation, or c reat e derivative works based upon the Software; (c) 3. rent or lease the Software.

SOFTWARE UP DA TES AND NEW VERSIONS. If and when a Minor Update (which is a release of the Software which is primarily int ended to correct bugs or improve performance) or a Major Update (which is a release of the Software designated as a new version which has as its primary purpose the provision of additional functionality) becomes available, it will be made available to the Licensee only if the Licensee has a current support agreement with the Company or its agent. The Licensee is responsible for installing any update or new version, at the Licensees own cost. Where Minor or Major Updates are provided they are subject to the terms and conditions of this EULA except as expressly otherwise provided.

4.

SOFTWARE SUPP ORT.

Software support is subject to the terms and conditions of the

Companys Soft ware Support Terms and Conditions whic h are not a part of this EULA. 5. CHA NGE TO ORIGINA L LICE NSE AGREEMENT. If the Licensee has either lost or misplaced

the authorization code/dongle for the S oft ware, or has changed the computer on which a software-licensed copy of the Software operates, or requires a change or trans fer of clients and/or drivers, or has requested a change in the form of license key (USB dongle vs. software key) and requests a replac ement authorization code or dongle. The Licensee represents and warrants to the Company that: (a) it is the end-user of the Software pursuant to the provisions of the E ULA for the Software from the Company; (b) it has not transferred or assigned any right or interest in or to the S oft ware or the License to any person, corporation, company, firm, association, authority, partnership, individual, or entity; (c) the aut horization code/dongle that was provided to the Licensee has been l ost/misplaced and after diligent searc h cannot be found, or in t he cas e of soft ware licensing the computer on which the software operates is being replaced and the original license has
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been removed from the computer, or in the case of a requested change in license k ey type, the original license key has been sent back to the Company (USB dongle instance) or has been removed from the comput er (software key instance); and (d) it seeks a replacement authorization code/dongle for its own use of the Soft ware in accordance with the License. The Licens ee acknowledges and agrees that it is bound by the License and that it obtains no additional rights to the use of t he Software upon the receipt of a replacement authorization code/dongle. OWNERS HIP 6. RE TAINED RIGHTS. The Licensee agrees that the Company and its suppliers and licensors retain all right, title and interest in and to the Software and the Documentation and all copies at all times, regardless of the form or media in or on which t he original or other copies may subsequently exist. The Licensee agrees that it neither owns nor hereby ac quired any claim or right of ownership to the Software or the Documentation or to any related patents, copyrights, trademarks or other intellectual property. The Licensee agrees to use reasonable efforts to prevent and protect the contents of the Software and t he Documentation from unauthorized disclosure or use. The Company reserves all rights not expressly granted to the Licensee under this EULA. 7. COPYRIGHT. The Soft ware and Documentation is copyrighted and is protected by copyright and patent laws and international treaty provisions. The Licensee must reproduc e and include all

copyright notices, trademarks or ot her proprietary legends of t he Company and its suppliers on any copy of the Soft ware or Documentation made by the Licensee. LIMITED WARRANTY 8. 90 DAY LIMITED WARRA NTY. The Company warrants that the media upon which the Software resides will be supplied free from material defects. The Company also warrants that the Software will perform in accordance with the specifications set forth in the Documentation in all material respects for a period of 90 calendar days from the date of purchase (the Warranty Period). The Companys sole obligation shall be to use commercially reasonable efforts to correct any such defect in a manner chosen by the Company in its sole discretion. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident or modification or which have altered such that they are not capable of being tested under normal test conditions. The Company shall make the final determination as to whet her its products are defective. The Companys sole obligation for products failing to c omply with this warranty shall be, at its option, to eit her repair, replace or issue credit for the nonconforming product where: on
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or prior to the expiration of the warranty period the Company has received written notice of any defect or nonconformity; (ii) after the Companys written authorization, the Licensee has ret urned the defective or nonconforming product to the Company; and (iii) the Company has det ermined that the product is defective or nonconforming and t hat such defect or nonconformity is not the result of improper installation, repair or other misuse. REMEDIES ARE E XCLUSIVE AND MADE THE FORE GOING WARRA NTY AND IN LIEU OF ALL OT HER

E XPRESSLY

WARRANTIES, E XPRESSE D, IMPLIED OR OTHERWISE, INCLUDING WARRA NTIES OF MERCHANTAB ILITY AND FITNESS FOR A PA RTICULA R PURPOSE. THE LICE NSEE

ACKNOWLE DGES THA T THE COMPA NY IS NOT LIAB LE, AMONG OTHE R THINGS, IF THE SOFTWARE DOES NOT MEE T THE REQUIREMENTS OF THE LICENSEE OR IF THE SOFTWARE WILL NOT OPE RA TE FREE OF ERRORS, UNINTERRUP TED, OR IF THE SOFTWARE WILL NOT FUNCTION IN THE LICE NSEES HARDWARE ENV IRONMENT. THE COMPA NY DOES NOT ASSUME OR A UTHORIZE A NY OTHE R PERSON TO ASSUME FOR IT ANY OTHE R LIABILITY IN CONNECTION WITH ITS PRODUCTS. All product ret urned under warranty shall be accompanied by a Returned Mat erial A uthorization (RMA) number which number must be clearly visible on the outermost package of the returned product. The RMA number is obtained by contacting t he Company prior to return of such product. Returned product without an RMA number will not be accept ed by the Company. 9. INFRINGEMENT. The Company warrants that to the best of its knowledge, the Software and Documentation does not infringe any intellectual property rights of any third party, and will

defend, indemnify and hold the Licensee harmless from and against any third party claims that the Company Software or Documentation infringes any copyright of others. The Licensees sole remedy and the Companys sole liability in the event of an infringement of intellectual property rights successfully claimed will be, at the Companys absolute and unfettered discretion: (a) replacement of the component or components of t he S oft ware that has caused the infringement with products that are substantially equivalent in function; (b) modification of the component or components of the Software that has caused the infringement so that it becomes non-infringing and substantially equivalent in function; or (c) refund of the money paid, reduced proportionately over a straight three year line depreciation, commencing from the dis patch date of the S oft ware. 10. E XCLUS IONS A ND LIMITA TIONS. The Company does not warrant that the Licensees use of the Soft ware will be error free or that the Software will not be subject to failure. The Soft ware is not designed for use in: mission critical applications; in applications where error or non performance might lead to catastrophic consequences including injury, death or property damage; or in applications where there is no design redundancy and periodic system verification
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protocols to verify system and component operation and failure. E XCEP T FOR THE INFRINGEMENT INDEMNIFICA TION IN SECTION 8 HE RE IN, IN NO EVENT SHA LL THE COMPA NY BE LIABLE FOR GE NERA L OR SPECIFIC DAMAGES OTHER THA N THE COS T OR REPLA CEMENT OF PRODUCT S UPPLIED. THE A GGREGA TE LIABILITY OF THE COMPA NY IN A NY WAY RELATING TO S UPPLY OR USE OF THE SOFTWA RE, IN ANY OCCURRENCE OR SERIES OF OCCURRE NCES, SHA LL BE LIMITE D TO THE

CONTRA CTUAL VALUE OF THE SOFTWARE SUPPLIED. IN NO EVENT SHA LL THE COMPA NY BE LIABLE FOR SPECIAL, INDIRE CT, CONSEQUE NTIA L, INCIDENTA L,

E XEMPLA RY, PUNITIVE OR OTHER GENE RAL OR SPE CIFIC DAMA GES OR A NY LOSSES OR E XPE NSES SUFFE RED BY LICE NSEE OR A NYONE ELSE (INCLUDING, WITHOUT LIMITA TION DAMAGES FOR LOSS OF BUS INESS PROFITS, BUS INESS INTE RRUP TION, LOSS OF B USINESS INFORMA TION, OR ANY OTHER PECUNIA RY LOSS), W HE THE R OR NOT THE COMPANY, OR ITS EMPLOYEES, OFFICE RS, AGENTS, DEALE RS OR

INS TA LLE RS HAS BEEN INFORME D OF THE RISK OF SUCH LOSS OR E XPE NSE AND WHETHER OR NOT SUCH LOSSES OR E XPENSES WERE FORESEEABLE A ND WHE THER OR NOT SUCH DAMA GES OR LOSSES OR CLA IME D UNDE R ANY THEORY OF LAW OR UNDER CONTRACT (INCLUDING, WITHOUT LIMITA TION, A CLA IM OF FUNDAME NTAL BREACH OR A BREA CH OF A FUNDAMENTA L TE RM), S TA TUTE, TORT (INCLUDING, WITHOUT LIMITA TION, NEGLIGENCE), S TRICT LIAB ILITY, P RODUCT LIAB ILITY, IMPLIED DUTIES, INFRINGEME NT OF ANY INTE LLE CTUAL PROPERTY RIGHT OR OTHERW ISE OR DIRE CTLY OR INDIRE CTLY RELA TE D TO THE SUPP LY OR USE OF S OFTWARE OR THIS EULA. 11. INDEMNITY FROM LICENSEE. The Licensee shall indemnify and hold the Company, its

directors, officers, employees and agents harmless wit h respect to any general, specific, indirect, consequential, incidental, exemplary or punitive damage, liability or claim of any kind in connection with the loss of or damage to property and personal injury, including death, resulting from or in connection with the product supplied by the Company or any act or failure to act by the Company. The Licensee shall defend at its own cost and expense any and all suits or proceedings brought against the Company, its directors, officers, employees and agents or any of them, in connection with this indemnity. 12. TE RMINA TION BY LICENSEE. This EULA is effective until terminated. The Licensee may

terminat e this EULA at any time by providing the Company with written notice, provided that the Licensee has complied with the return and/or destruction obligations set forth in Paragraph 13 below. If the Licensee terminates this EULA t hen it is not entitled to any refund of any fees or charges, and the Company will not be liable for any loss, cost, expense or damages resulting from or as a consequence of such termination.

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13.

TE RMINA TION BY COMPANY. This EULA may be terminated by the Company if the Licensee fails to comply with any of the terms and conditions set forth in this EULA and does not remedy such failure wit hin thirty (30) days after receiving notice thereof. A breach of the license

provisions under Paragraph 1 or the prohibitions in P aragraph 2 shall terminate this E ULA and the Licensees rights to use the Software with or without notice from the Company. The

Company may also terminate this EULA immediately upon notice if there is any use or dissemination of the Software or Documentation which is not expressly permitted herein. The Company will not be liable for any loss, cost, expense or damages resulting from or as a consequence of such termination.

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CONSEQUE NCES OF TE RMINA TION. Upon any termination of this EULA, the Licensee must: (a) (b) Immediately cease all use of the Soft ware and Documentation; Either provide the Company with written certification that Licensee has destroyed all copies of Soft ware and Documentation, or, if requested by the Company, return all copies of the Software and Doc ument ation to the Company, at the Licensees expense; and (c) Paragraphs 2, 9, 10 and 13 survive any termination of this EULA.

GENERAL 15. ENTIRE AGREEMENT. This EULA contains the complete agreement bet ween the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written and there are no warranties, representations or other agreements bet ween the parties in connection with the subject matter hereof except as specifically set forth herein. No supplement, modification, amendment, waiver or termination of these Terms and Conditions shall be binding unless executed in writing by the Company and the Licensee. In t he event of a conflict between the EULA, the Software Support Terms and

Conditions, or the Purchase Order, the End User License Agreement will prevail. Any standard conditions of purchase or provision, term, condition, right, warranty, acknowledgement, or obligation set fort h in the Licensees purchase order, other than t he order for product of the Company, shall be deemed excluded and of no force or effect. 16. E XPORT REGULA TIONS. Lic ensee agrees to comply fully wit h all laws and regulations

concerning the purchase and sale of products. In particular, the Licensee agrees to comply with the export laws and regulations of the United States and Canada in so far as they apply to the supply of the S oft ware. The export of the Software or Documentation from the country of original purchase may be subject to control or restriction by applicable local law. The Licensee is solely responsible for determining t he existence and application of any such law to any proposed export and for obtaining any needed authorization. The Licensee agrees not to export the S oft ware from any country in violation of applic able legal restrictions on such export. 17. PARTIA L INVALIDITY. If any provision of this EULA or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this E ULA, or the application of such provision to persons or circumstances other than thos e as to which it is held invalid or unenforceable, will not be affected thereby and each provision of this EULA will be valid and enforced to the fullest extent permitted by law and be independent of every other provision of this EULA.
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GOVERNING LAW. This EULA shall be governed by and construed in accordance with the laws of the Province of Ontario and the applicable laws of Canada excluding the law of conflicts and excluding the United Nations Convention of Contracts for t he S ale of Goods and shall be treated in all respects as an Ontario contract. The Parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, Canada with respect to any and all disput es arising out of, pursuant to or relating to this EULA or the supply of product and waives any right that it may have to assert the defence of forum non -conveniens in any suit, action or proceeding.

19.

WAIVER. The failure or delay of to exercise any of its rights under this EULA or upon any breach of this EULA must not be deemed a waiver of those rights or of the breach.

20.

NO TRANS FER. The Licensee must not transfer or assign this EULA or any of the rights and obligations under it to any third party except as follows: (a) if Licensee is a reseller (such as a Systems Integrator S I, or an Original Equipment Manufacturer OEM), the Software and the EULA may be transferred to Licensees customer; (b) the soft ware and EULA can be transferred to a third party purchas er of all or substantially all of the Licensees assets provided such purchaser agrees to be bound by the terms and conditions of the EULA.

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