END-USER LICENSE AGREEMENT FOR ClearSCADA

TM

IMPORTANT - READ CAREFULLY: This End-User License Agreement (EULA) is a legal agreement between you (hereinafter called the "Licensee") and Control Microsystems Inc., a corporation existing pursuant to the laws of Canada (herein the Company) for the computer software, 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 LICENSE.

international copyright treaties, as well as other intellectual property laws and treaties. The Software and Documentation is licensed, not sold. 1. TERMS AND CONDITIONS. Upon entering into this EULA, the Licensee is granted a nonexclusive, perpetual, revocable, non-transferable (except as expressly provided herein), limited license to use the Software and Documentation solely in accordance with the terms and conditions of this EULA. (a) EVALUATION LICENCE. The Evaluation 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 use it for the pre-programmed duration of the evaluation period, after which time the Software will cease to operate. 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. immediately remove the Software from the computer and comply with the obligations set forth in Paragraph 13; or ii. (b) buy a Production Licence for the Software.

PRODUCTION LICENCE. i. A Production License applies when the Licensee has purchased the right to use the Software from the Company or its authorized reseller or agents. If the
Version: June 2010 V03 Supersedes: All Previous

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 thereof) for each license purchased. Software may be transferred from one computer (CPU) to another computer (CPU) within an organization, but only one operating version can exist at any one time. 2. The Software may be delivered with a limitation that restricts the Licensees use to the maxim um number of data points purchased. Use of the Software with an excess of such maximum number of data points is prohibited and alteration or modification of the Software to avoid such restriction is prohibited and will result in termination of the Licensee s 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 purchased. 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 Software to avoid such restriction is prohibited and will result in termination of the Licensees license. Rights to use the Software for additional concurrent users may be purchased from the Company or its authorized reseller 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 to, 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 (other than the rights of assignment expressly provided in this EULA, and other for use by a sub-contractor that is working for the Licensee).
Version: June 2010 V03 Supersedes: All Previous

5.

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

6.

The Licensee

is granted a non-exclusive, non-transferable, revocable

licence for the hard copy Documentation for use in association with the Permitted Use of the Software. ii. If and only if the Production License purchased by the Licensee is designated for use with a remote access/application publishing product (an "Application Server Product" such as Windows Terminal Server or Citrix) that allow users to connect remotely to applications running from central servers (herein the "Application Central 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 Central Server. Software may be transferred from one Application Central Server to another Application Central Server 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) that are purchased with this license, to remotely access the Software from an Application Server Product. If the Licensees agreement with the Company provides the Licensee with the right to purchase additional unique users, then the Licensee may allow access of the Software through the Application Server Product with such number of additional unique users in accordance with the terms of such agreement. Failure to adhere to the 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 terminate this EULA and the license rights granted to the Licensee herein. 3. A unique user is a device (including but not limited to a computer or central processing unit, smart phone, personal digital assistant) that is authorized to use the Software from Application Server Product from a remote 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.
Version: June 2010 V03 Supersedes: All Previous

If the Licensee 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. PROHIBITED USES. Licensee must not: (a) (b) reverse engineer, disassemble or decompile any portion of the Software; copy, alter, adapt or translate the Software or Documentation, or create derivative works based upon the Software; (c) 3. rent or lease the Software.

SOFTWARE UPDATES AND NEW VERSIONS. If and when a Minor Update (which is a release of the Software which is primarily intended 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 SUPPORT.

Software support is subject to the terms and conditions of the

Companys Software Support Terms and Conditions which are not a part of this EULA. 5. CHANGE TO ORIGINAL LICENSE AGREEMENT. If the Licensee has either lost or misplaced

the authorization code/dongle for the Software, or has changed the computer on which a software-licensed copy of the Software operates, or requires a change or transfer of clients and/or drivers, or has requested a change in the form of license key (USB dongle vs. software key) and requests a replacement 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 EULA for the Software from the Company; (b) it has not transferred or assigned any right or interest in or to the Software or the License to any person, corporation, company, firm, association, authority, partnership, individual, or entity; (c) the authorization code/dongle that was provided to the Licensee has been lost/misplaced and after diligent search cannot be found, or in the case of software licensing the computer on which the software operates is being replaced and the original license has
Version: June 2010 V03 Supersedes: All Previous

been removed from the computer, or in the case of a requested change in license key type, the original license key has been sent back to the Company (USB dongle instance) or has been removed from the computer (software key instance); and (d) it seeks a replacement authorization code/dongle for its own use of the Software in accordance with the License. The Licensee acknowledges and agrees that it is bound by the License and that it obtains no additional rights to the use of the Software upon the receipt of a replacement authorization code/dongle. OWNERSHIP 6. RETAINED 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 the original or other copies may subsequently exist. The Licensee agrees that it neither owns nor hereby acquired 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 the Documentation from unauthorized disclosure or use. The Company reserves all rights not expressly granted to the Licensee under this EULA. 7. COPYRIGHT. The Software and Documentation is copyrighted and is protected by copyright and patent laws and international treaty provisions. The Licensee must reproduce and include all copyright notices, trademarks or other proprietary legends of the Company and its suppliers on any copy of the Software or Documentation made by the Licensee. LIMITED WARRANTY 8. 90 DAY LIMITED WARRANTY. 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 whether its products are defective. The Companys sole obligation for products failing to comply with this warranty shall be, at its option, to either repair, replace or issue credit for the nonconforming product where: on
Version: June 2010 V03 Supersedes: All Previous

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 returned the defective or nonconforming product to the Company; and (iii) the Company has determined that the product is defective or nonconforming and that such defect or nonconformity is not the result of improper installation, repair or other misuse. THE FOREGOING WARRANTY AND

REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE

ACKNOWLEDGES THAT THE COMPANY IS NOT LIABLE, AMONG OTHER THINGS, IF THE SOFTWARE DOES NOT MEET THE REQUIREMENTS OF THE LICENSEE OR IF THE SOFTWARE WILL NOT OPERATE FREE OF ERRORS, UNINTERRUPTED, OR IF THE SOFTWARE WILL NOT FUNCTION IN THE LICENSEES HARDWARE ENVIRONMENT. THE COMPANY DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS. All product returned under warranty shall be accompanied by a Returned Material Authorization (RMA) number which number must be clearly visible on the outermost package of the returned product. The RMA number is obtained by contacting the Company prior to return of such product. Returned product without an RMA number will not be accepted 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 the Software 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 dispatch date of the Software. 10. EXCLUSIONS AND LIMITATIONS. The Company does not warrant that the Licensees use of the Software will be error free or that the Software will not be subject to failure. The Software is not designed for use in: mission critical applications; in applications where error or nonperformance might lead to catastrophic consequences including injury, death or property damage; or in applications where there is no design redundancy and periodic system verification
Version: June 2010 V03 Supersedes: All Previous

protocols to verify system and component operation and failure. EXCEPT FOR THE INFRINGEMENT INDEMNIFICATION IN SECTION 8 HEREIN, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR GENERAL OR SPECIFIC DAMAGES OTHER THAN THE COST OR REPLACEMENT OF PRODUCT SUPPLIED. THE AGGREGATE LIABILITY OF THE COMPANY IN ANY WAY RELATING TO SUPPLY OR USE OF THE SOFTWARE, IN ANY OCCURRENCE OR SERIES OF OCCURRENCES, SHALL BE LIMITED TO THE

CONTRACTUAL VALUE OF THE SOFTWARE SUPPLIED. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR OTHER GENERAL OR SPECIFIC DAMAGES OR ANY LOSSES OR EXPENSES SUFFERED BY LICENSEE OR ANYONE ELSE (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS), WHETHER OR NOT THE COMPANY, OR ITS EMPLOYEES, OFFICERS, AGENTS, DEALERS OR INSTALLERS HAS BEEN INFORMED OF THE RISK OF SUCH LOSS OR EXPENSE AND WHETHER OR NOT SUCH LOSSES OR EXPENSES WERE FORESEEABLE AND WHETHER OR NOT SUCH DAMAGES OR LOSSES OR CLAIMED UNDER ANY THEORY OF LAW OR UNDER CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR A BREACH OF A FUNDAMENTAL TERM), STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, IMPLIED DUTIES, INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OR OTHERWISE OR DIRECTLY OR INDIRECTLY RELATED TO THE SUPPLY OR USE OF SOFTWARE OR THIS EULA. 11. INDEMNITY FROM LICENSEE. The Licensee shall indemnify and hold the Company, its

directors, officers, employees and agents harmless with 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. COMMITMENT BY LICENSEE. The Licensee shall notify the Company of any defect in respect of the Software, non-conformity of the Software to written documentation and any security vulnerability of the Software including without limitation susceptibility to error or flaw in the Software, allowing unauthorized access to the Software, or the capability of an unauthorized attacker to exploit the flaw to cause mischief or damage to the Software or the systems enabled or controlled or monitored by the Software or to obtain information about the Software or the systems enabled or controlled or monitored by the Software. The notification from the Licensee to
Version: June 2010 V03 Supersedes: All Previous

the Company shall set forth the defect, non-conformity or security vulnerability in detail so as to enable the Company to take corrective action if deemed required, but nothing herein shall obligate the Licensee to provide information that is not in its possession. The Licensee further acknowledges and agrees that it shall not disclose to the public by any means or media any defect, non-conformity or security vulnerability unless the Licensee has first complied with its obligation to inform the Company and provided the Company with sufficient time to address the matter, unless the Licensee in good faith considers the public disclosure necessary to prevent imminent injury or damage. The Licensee acknowledges that the obligation herein are fundamental to this Licensee, apply to all licenses including evaluation licenses, and are meant to promote the public good through continual quality assurance of the Software. 13. TERMINATION BY LICENSEE. This EULA is effective until terminated. The Licensee may

terminate 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 14 below. If the Licensee terminates this EULA then 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. 14. TERMINATION 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 within thirty (30) days after receiving notice thereof. A breach of the license

provisions under Paragraph 1 or the prohibitions in Paragraph 2 shall terminate this EULA 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.

Version: June 2010 V03 Supersedes: All Previous

15.

CONSEQUENCES OF TERMINATION. Upon any termination of this EULA, the Licensee must: (a) (b) Immediately cease all use of the Software and Documentation; Either provide the Company with written certification that Licensee has destroyed all copies of Software and Documentation, or, if requested by the Company, return all copies of the Software and Documentation to the Company, at the Licensees expense; and (c) Paragraphs 2, 9, 10 and 14 survive any termination of this EULA.

GENERAL 16. ENTIRE AGREEMENT. This EULA contains the complete agreement between 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 between 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 the 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 forth in the Licensees purchase order, other than the order for product of the Company, shall be deemed excluded and of no force or effect. 17. EXPORT REGULATIONS. Licensee agrees to comply fully with 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 Software. 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 the existence and application of any such law to any proposed export and for obtaining any needed authorization. The Licensee agrees not to export the Software from any country in violation of applicable legal restrictions on such export. 18. PARTIAL 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 EULA, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected thereby and each provision of this EULA will be valid
Version: June 2010 V03 Supersedes: All Previous

and enforced to the fullest extent permitted by law and be independent of every other provision of this EULA. 19. 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 the Sale 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 disputes 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. 20. 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. 21. NO TRANSFER. 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 SI, or an Original Equipment Manufacturer OEM), the Software and the EULA may be transferred to Licensees customer; (b) the software and EULA can be transferred to a third party purchaser of all or substantially all of the Licensees assets provided such purchaser agrees to be bound by the terms and conditions of the EULA.

Version: June 2010 V03 Supersedes: All Previous