Licence Agreement

In consideration of receiving and using the panels, software, programs and any related materials from Spartan Controls Ltd. (“SCL”), including any of its affiliates and divisions, (the “System”), you acknowledge and agree that: (a) the System is being supplied by SCL in confidence for the purpose set out in the respective proposal or quote provided by SCL for such System and the Purchase Order issued by you for the System, (b) you shall not to share the System, or components thereof, with any other parties; (c) the programming, configurations and documentation provided with the System are contracted for use with that individual System only and cannot be disclosed to any third party, copied, or applied to any other product, (d) you shall not, directly or indirectly, through any entity, reverse engineer, disassemble or analyze the System, in whole or in part, in order to reveal the concepts, compositions, and processes not expressly disclosed to you; (e) you shall indemnify and save harmless SCL and its directors, officers, employees and other representatives from all damages and losses of any nature whatsoever arising out of a breach of this licence agreement by you or any of your representatives; (f) any unauthorized changes to the System or its components will void all warranties in respect thereof, and you release SCL from any and all liability related to such unauthorized changes; (g) program routines that may significantly impact panel functionality have been password protected and program passwords will not be provided (program routines containing logic used to aid in troubleshooting and logic typically modified on-site, do not require a program password); (h) any and all intellectual property related to or imbedded into the System strictly remains the property of SCL; and (i) confidential and proprietary information related to and comprising the System is of significant value to SCL and that damages will not be an adequate remedy for any breach of this agreement and that SCL is entitled to equitable relief, including injunctions, to the maximum extent available under any applicable law in respect of any breach of this agreement.

Based on compliance with the foregoing, SCL grants to you a non-transferable, non-exclusive licence to (i) use the System on a single machine for the purpose it was provided, and (ii) copy the System for back up purposes only for use on the original single machine. All notices, copyright statements and licence statements must by reproduced on such back up copy. Notwithstanding anything to the contrary, SCL will at all times be and remain the sole and exclusive owner of all intellectual property in the System. SCL warrants the media on which the System is furnished to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to you. SCL does not warrant that the functions contained in the System will meet your requirements or that the operation of the System will be uninterrupted or error free. Except as otherwise set out herein, the System is provided "as is" without warranty, representations or conditions of any kind, either express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. Your exclusive remedy and the entire liability of SCL for any reason shall be limited to the amount paid by you for the System. In no event shall SCL be liable to you or any third party for any consequential, special, incidental or indirect damages of any kind (including but not limited to damages or costs incurred as a result of loss of time, loss of data, loss of profits or revenue, or loss of use of the product or other economic loss), regardless of the form of action, whether in contract, tort, negligence, or otherwise.

General Provisions: (a) You shall not assign your rights or obligations under this licence agreement without SCL’s prior written consent; (b) There are no understandings, agreements or representations, express or implied, not specified in this licence agreement in respect of the System and this licence agreement supersedes any previous agreements related to the purchase of the System; (c) If any of the provisions of this licence agreement, or portions thereof, are found to be illegal or unenforceable they are to that extent only deemed to be omitted and the remaining provisions of this licence agreement shall remain in full force and effect and may be enforced nonetheless to protect and reflect the original intent of the parties hereunder; (d) This licence agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Alberta and the laws of Canada applicable in that Province, and, in respect of any dispute arising in connection with the System or this licence agreement, the parties hereto submit to the exclusive jurisdiction of the Alberta courts.

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