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Proliphix, Inc.

UniVista Energy Manager Software License Terms

Proliphix, on a no-charge basis as a customer accommodation, provides User’s of Proliphix with limited access to and a license to use its UEM (UniVista Energy Manager) Software for use solely with Proliphix devices. The UEM Software communicates with Proliphix hardware devices and allows certain singular or multiple device data collection, management and control. Access to and use of the UEM Software is subject to the following Terms and conditions. Customer's accessing and use of the UEM Software constitutes its agreement to abide and be bound by the terms herein.

Subject to Customer's agreement to the provisions of this License, Proliphix grants, to Licensee, access on Proliphix provided servers or, if otherwise agreed, Licensee or third party servers, a nonexclusive, nontransferable right to access and use the object code form of the software, as well as updates or revisions provided by Proliphix, for Licensee’s internal use and only with Proliphix devices.

This License permits the Licensee to connect its Proliphix devices, via a Customer supplied Internet connection with the UEM Software to access and manage the data and reporting thereupon. Using generated reports for use with other software and systems is permitted by this License, but, except as otherwise agreed, connection of a UEM server over an Internet connection with devices or control/management programs not belonging to Customer or provided by or maintained by Proliphix, Inc. is not permitted under this license and is a violation which will result in termination of the right to access and /or use the UEM Software.

Proliphix and Proliphix’s licensors are the owners of all right, title and interest, including all copyrights, patents, trademarks, industrial designs, trade names, trade secrets and other intellectual property rights in the software. Except as enabled in its user interface, Licensee is hereby prohibited from otherwise copying or translating, modifying or adapting the software or, incorporating in whole or any part in any other product or creating derivative works based on all or any part of the Software. Licensee agrees not to remove or modify any copyright, trademark and other proprietary notices of Proliphix affixed to or displayed on the software and will not decompile, disassemble or reverse engineer, the licensed software or any component thereof, except as may be permitted by applicable law in which case Licensee must notify Proliphix in writing and Proliphix may provide review and assistance.

Certain included software programs are licensed under the terms of various open source licenses. Information regarding specific modules and the applicable licenses, as well as machine-readable source code where required by the license, are available through Proliphix upon request.

The rights and licenses granted to Licensee under these terms are personal and non-transferrable.

A violation of these terms will result in an automatic termination of these license rights without notice.

Software including embedded computer programs provided to and by the United States Government, are subject to the Restricted Rights provisions of FAR 52.227-19, paragraph (c)(2) as applicable, except for purchases by agencies of the Department of Defense (DOD). If the Software is acquired under the terms of a Department of Defense or civilian agency contract, the Software is “commercial item” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) of the DoD FAR Supplement and its successors. All U.S. Government end users acquire the Software with only those rights set forth in this Agreement. Manufacturer is Proliphix, Inc., 3 LAN Drive, Westford, MA 01886.

GOVERNING TERMS The license of the right to access and use the UEM Software is strictly subject to these terms and no other terms and conditions in addition to, or in conflict with these terms not separately and specifically executed by both parties as an amendment to these terms shall apply.

NO WARRANTY Access to and use of the UEM Software for the limited purpose set forth herein is on a no-charge Customer accommodation basis and, consequently, is provided as-is, where-is, without any warrantee as to its performance, accuracy or continued availability. Proliphix reserves the right to modify alter or suspend access to the UEM Software in its sole judgment at any time. Customer accepts all risks of use and availability.

THE FOREGOING IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LICENSES, PERMITS AND EXPORT CONTROL Customer will comply fully with the export control laws and regulations of the United States Government and will indemnify Proliphix for any claims or penalties incurred as a result of any violation of applicable United States law or regulations.

ASSIGNMENT Customer may not assign its rights or obligations hereunder without the Proliphix's consent, which consent shall not be unreasonably withheld.

APPLICABLE LAW These terms shall be governed by the laws of the Commonwealth of Massachusetts excluding its conflicts of laws rules. The United Nations Convention for the Sale of Goods shall not apply to any transactions hereunder.

LIMITATION OF LIABILITY PROLIPHIX SHALL NOT BE LIABLE FOR BUSINESS INTERRUPTION, LOSS OF DATA, PROFITS OR REVENUE, OR SPECIAL, IN-DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE AND FROM ANY CAUSE WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY, EVEN IF PROLIPHIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PROLIPHIX BE LIABLE FOR DAMAGES OF ANY KIND IN EXCESS OF THE PRICE PAID FOR THE PRODUCTS PROVIDED HEREUNDER.

VALIDITY Should any provision of these terms be found illegal or unenforceable in any respect, such illegality or unenforceability shall not affect the validity any other provision of this terms.