LG SIMs 2.0-SMARTPHONE INVERTER MONITORING SYSTEM IMPORTANT: THIS IS A LICENSE, NOT A SALE

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1 LG SIMs 2.0-SMARTPHONE INVERTER MONITORING SYSTEM IMPORTANT: THIS IS A LICENSE, NOT A SALE IMPORTANT NOTICE: PLEASE READ THIS END-USER LICENSE AGREEMENT (EULA) CAREFULLY. BY DOWNLOADING, ACCESSING, INSTALLING OR USING THE LG SIMs 2.0- SMARTPHONE INVERTER MONITORING SYSTEM APP AND DOCUMENTATION, CUSTOMER AGREES TO THE TERMS OF THIS EULA. IF IN YOUR CAPICITY AS THE CUSTOMER, YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE. THIS EULA CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT. This EULA is a legal agreement between the Program User and its Officers, Directors, Employees, or Agents (herein after referred to as "Customer" or "Licensee") and LG Electronics, including its subsidiaries, affiliates and contractors acting on its behalf (collectively "LG Electronics", or "LG") regarding Customer s use of the LG SIMs 2.0-SMARTPHONE INVERTER MONITORING SYSTEM APP and software. Unless Customer has another written agreement with LG Electronics regarding this Software, then this EULA governs Customer s use of this Software. From time to time, LG may at its sole discretion update or modify this EULA. The most recent version of this EULA is located at: BY INSTALLING THE SOFTWARE, CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THIS SOFTWARE LICENSE AGREEMENT, AND THAT THE CUSTOMER UNDERSTANDS AND AGREES THAT THE CUSTOMER IS AUTHORIZED TO ACCEPT AND IS BOUND BY ITS TERMS AND CONDITIONS. IF THE CUSTOMER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT OR IS NOT AUTHORIZED TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF ITS COMPANY OR OTHER ENTITY, AND THE CUSTOMER DOES NOT INTEND TO BE PERSONALLY BOUND, THE CUSTOMER IS NOT AUTHORIZED TO USE THE SOFTWARE AND SHOULD NOT INSTALL THE SOFTWARE. IF THE CUSTOMER AGREES TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT, THE CUSTOMER IS THEN PERMITTED TO INSTALL AND USE THE SOFTWARE. BEFORE CONTINUING WITH THE INSTALLATION OF LG SIMs 2.0-SMARTPHONE INVERTER MONITORING SYSTEM APP, THE CUSTOMER MUST READ, ACKNOWLEDGE AND ACCEPT THE TERMS, AND CONDITIONS OF THE SOFTWARE LICENSE AGREEMENT. WHEN PROMPTED, PLEASE INDICATE WHETHER AS THE CUSTOMER, YOU ACCEPT OR DO NOT ACCEPT. IF THE CUSTOMER DOES NOT ACCEPT THE TERMS AND CONDITIONS OF THE SOFTWARE LICENSE, THE CUSTOMER MAY RETURN THE PACKAGE AND ALL ACCOMPANYING ITEMS TO LG ELECTRONICS, U.S.A., INC OLD ROSWELL ROAD, ALPHARETTA, GA Conditioned upon compliance with the terms and conditions of the Agreement, LG Electronics grants and Customer accepts a non-exclusive, non-transferable, nonsublicenseable, revocable, limited end-user s license to install and use the LG SIMs 2.0-SMARTPHONE INVERTER MONITORING SYSTEM APP

2 and the accompanying documents and/or materials "Documentation". Documentation includes any written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the software program and made available by an approved source with the software program in any manner (including on CD-Rom, or on-line). 1.SOFTWARE OWNERSHIP. LG Electronics owns and retains all right, title and interest in and to the software program and the documentation provided by LG Electronics, regardless of the media or form on or in which the software program, other copies or documentation may exist, including copies. This EULA is not a sale of the original software program, any copy thereof or the documentation. LG Electronics retains any and all rights not specifically licensed to Licensee pursuant to this EULA. 2.GRANT OF LICENSE. Single User License: Each software program may be used on a single electronic device. This EULA is granted for a term of one year from the obtain date, and may be renewed at the option of either party. At the end of that term, the Customer must terminate its usage of the software program and associated literature and documentation unless the license agreement is renewed with LG Electronics. Customer s end-user rights automatically and immediately terminate without notice from LG Electronics if Customer fails to comply with any provisions of this agreement. 3.DUTIES UPON TERMINATION. Upon any termination hereunder, Customer and its authorized Affiliates shall immediately cease use of all proprietary information and shall irretrievably delete and/or remove such items from all electronic device hardware and storage media. Within forty-five days after any termination, Customer shall deliver to LG Electronics at Customer s expense (adequately packaged and insured for safe delivery) or destroy all copies of the software program and any related proprietary information in every form. Customer agrees an officer of Customer s organization shall certify in writing to LG Electronics that it and each of its authorized affiliates has performed the foregoing. 4.USER CONDUCT. Customer agrees not to take any action that might compromise the security of the software program, render the software program inaccessible to others or otherwise cause damage to the software program or the content. Except as otherwise authorized by LG Electronics, Customer agrees not to add to, subtract from, or otherwise modify the content. Customer agrees not to use the software program in any manner that might interfere with the rights of third parties. 5.LICENSE RESTRICTIONS. Customer may install and use the Software on a single electronic device. A license for the software program may not be shared, installed or used concurrently on different electronic devices, unless expressly authorized by LG Electronics. Customer agrees that LG Electronics may audit Customer s use of the Software for compliance with these terms at any time, upon reasonable notice. 6.UPGRADES. If this copy of the software program is an upgrade from an earlier version of the Software, it is provided to the Customer on a license exchange basis. Customer agrees by its installation and use of such copy of the software program to voluntarily terminate its earlier EULA and that Customer

3 will not continue to use the earlier version of the Software or transfer it to another person or entity unless LG Electronics expressly authorizes such transfer. 7.INTELLECTUAL PROPERTY RIGHTS. The software program and the documentation include proprietary information of LG Electronics and are protected by applicable copyright, trademark and patent laws and unauthorized copying of the software program and/or documentation is unlawful. Customer agrees that any copies of the software program and documentation shall contain the appropriate copyright and other proprietary notices. Customer s use of LG Electronics' copyright and other proprietary notices, as well as the LG Electronics logo, is conditioned upon Customer obtaining the prior written approval of LG Electronics for all such notices, markings and uses. Except as specifically stated in this EULA, this EULA does not grant Customer any rights to any copyrights, trademarks, trade secrets, patents or any other intellectual property rights. Customer may be held legally liable for any copyright, trademark or patent infringement, which is caused or encouraged by its failure to abide by the terms of this EULA. 8.RESTRICTIONS ON USE. Customer shall not resell, rent, or lease any of these Programs. More specifically, Customer shall NOT do any of the following (a) distribute copies of the Software or Documentation to others; (b) adapt, alter, modify, translate, reverse-engineer, decompile, disassemble, or otherwise create derivative works based on the Software; (c) adapt, alter, modify, translate, or otherwise create derivative materials based on the Documentation; (d) attempt to register, register or infringe any of LG Electronics intellectual property rights in the Software or Documentation; (e) install or use the Software or Documentation other than as specifically provided for in this Software End User License Agreement; or (f) to the extent Internet-based services and/or support are offered with respect to the Software or Device, use such Internet-based services and/or support in a way that could harm them or impair anyone else s use of them and the Customer may not use such Internet-based services and/or support to gain unauthorized access to any service, data, account or network by any means. Use of these Programs is restricted to the Customer's business operation. The Customer may not reverse engineer, decompile or disassemble any Program, software, or any other third party program contained on this disk. These Programs are copywritten by LG Electronics and others, and are the sole property of their owners. They may not be copied, reproduced, or duplicated in any form, except to a hard disk, provided that the original is used solely for backup or archival purposes. Customer may use the Programs to access, use and receive the services provided through the software program. Unless and to the extent specifically provided otherwise in the Program or related documentation, Customer may not: (i) separate any individual component of the Program for use other than to use and receive Services provided through it; (ii) incorporate any portion of it into Customer s own programs or compile any portion of it in combination with Customer s own programs; (iii) transfer it for use with another service; or (iv) sell, rent, lease, lend, loan, distribute, publicly communicate, transform, or sub-license the Program or otherwise assign any rights to the Program in whole or in part. 9.GOVERNING LAW. This End User License Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the State of New Jersey, without regard to principles of conflicts of laws. The venue for any legal proceeding arising out of or connected with this End User License Agreement shall be exclusively held in the State of New Jersey and the Customer hereby waives the right to challenge venue based upon forum non-conveniens or otherwise.

4 10.EQUITABLE REMEDIES. Customer acknowledges that LG Electronics will be irreparably damaged (and damages at law may be an inadequate remedy) if Licensee breaches any provision of this End User License Agreement and such provision is not specifically enforced. Therefore, in the event of a breach or threatened breach by Licensee of this Software End User License Agreement, LG Electronics shall be entitled, in addition to all other rights or remedies, to (a) an injunction restraining such breach, without being required to show any actual damage or to post an injunction or other bond; or (b) a decree for specific performance of the applicable provision of this Software End User License Agreement; or (c) both. 11.SEVERABILITY. If any part or parts of this agreement are held to be invalid, the remainder of this agreement shall continue to be valid, and enforceable, and shall be construed insofar as is possible to achieve the original intent of the parties hereto. 12.WARRANTY AND LIMITATION OF LIABILITY. The software program, whether used by itself or in combination with other software, is intended as a tool for estimating building heating, cooling, and airflow loads for HVAC systems; to aid HVAC system design, and equipment selection; to design air distribution systems; to perform building, and equipment energy simulations; to track refrigerant usage; and to perform other related tasks. The accuracy of this software program is highly dependent on usersupplied data. It is the user's responsibility to understand how the data entered affects program output, and to understand that the pre-built libraries are to be used only as a guideline for entering that data. These programs are meant to aid the building designer or engineering consultant. They are not a substitute for design services, judgment, or experience. LG Electronics shall not be liable for the accuracy, desirability, or suitability of the HVAC system design, and equipment selected based on the programs' use. LG Electronics, in providing these programs, however it accepts no responsibility or liability for the design of the building, or support systems, including but not limited to appropriate sizing, and application of HVAC systems, or suitability of the installation to the design, or job requirements. Further, LG Electronics makes no warranty, in law, or in fact; in contract or tort; express or implied; with respect to these programs, and expressly disclaims the implied warranties of merchantability, and fitness for a particular purpose even if LG Electronics has been advised of such purpose. In no event shall LG Electronics, or any company, or organization who has supplied data for use in these programs be liable for any incidental, or consequential damages no matter under what legal theory advanced. As such, Customer agrees to indemnify, hold harmless, and defend LG Electronics from and against any claims or lawsuits, including attorneys' fees and costs, which arise out of or in connection with the Software or Documentation. 13.ENTIRETY OF AGREEMENT. This agreement and the documents referred to herein contain the full, and complete understanding of the parties with respect to the subject matter hereof, and no waiver, alteration, or modification of any of the provisions hereof shall be binding unless agreed to in writing and signed by the parties. Neither the course of conduct between the parties nor trade usage shall act to modify or alter the specific provisions of this Agreement. Customer acknowledges and agrees that this End User License Agreement is the complete and exclusive statement concerning the subject matter of this Software License Agreement between LG Electronics and Customer. This EULA supersedes any proposals and prior agreements, whether written or oral, relating to the subject matter of this Software

5 End User License Agreement. No amendment to or modification of this EULA will be binding unless in writing and signed by an authorized representative of LG Electronics. If the Customer issues a purchase order, memorandum, or instrument covering the services herein provided, it is hereby specifically agreed, and understood that such purchase order, memorandum, or instrument is for the Customer's internal purposes only, and any, and all terms and conditions contained therein, whether printed, or written, shall be of no force of effect.