EULA

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ENGIE SERVICES U.S. END USER LICENSE AGREEMENT (Installed)

IMPORTANT-READ CARFULLY: This End User License Agreement (this 'EULA') contains the terms and conditions regarding your use of the SOFTWARE (as defined below). This EULA contains material limitations to your rights in that regard. You should read this EULA carefully and treat it as valuable property.

I THIS EULA

1. Your relationship with ENGIE Services U.S. This EULA relates to ENGIE Services U.S.

2. Software Covered by this EULA. This EULA governs your use of the ENGIE Services U.S. product(s) enclosed or otherwise accompanied herewith (individually and collectively, the 'SOFTWARE'). The term 'SOFTWARE' includes to the extent provided by ENGIE Services U.S.: (a) any revisions updates and/or upgrades thereto; (b) any data, images or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; (c) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and (d) any associated media, documentation (including physical, electronic and on-line) and printed materials (the 'Documentation').

3. This EULA is a Legally Binding Agreement Between You and ENGIE Services U.S. If you are acting as an agent of a company or other legal person, such as an officer or other employee acting for your employer, then 'you' and 'your' mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for violation of laws such as copyright infringement.

This EULA is a legally binding agreement between you and ENGIE Services U.S. You intend to be legally bound to this EULA to the same extent as if ENGIE Services U.S. and you physically signed this EULA. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms and conditions contained in this EULA. If you do not agree to all of the terms and conditions contained in this EULA, you may not install or use the SOFTWARE and if, for whatever reason, installation has begun or has been completed on your behalf, you should un-install the SOFTWARE.

II YOUR LICENSE TO USE THE SOFTWARE

1. Grant of License. Upon full payment for the SOFTWARE, this EULA grants you the following limited, non-exclusive right, provided you comply with all terms and conditions of this EULA: You may install and use the enclosed SOFTWARE and the associated printed and electronic documentation on a single computer owned or controlled by you. The right to use, access or view the SOFTWARE source code, database or stored procedures is hereby expressly NOT GRANTED to you. All rights not expressly and specifically granted herein are reserved, and remain the property of ENGIE Services U.S.

III INTELLECTUAL PROPERTY

1. Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and 'applets' incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual property therein or related are owned exclusively by ENGIE Services U.S. except to the limited extent that ENGIE Services U.S. may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and intellectual treaty provisions. The SOFTWARE is licensed to you, and not sold to you. ENGIE Services U.S. reserves all rights not otherwise expressly and specifically granted to you in this EULA.

2. Backups. You may either: (a) copy the SOFTWARE solely for backup or archival purposes; or (b) install the SOFTWARE on a single computer, provided you keep the original solely for backup or archival purposes.

3. Limitations on reverse engineering, decompilation, and disassembly. You may not alter, assign, modify, create derivative works, reverse engineer, decompile, or disassemble the SOFTWARE.

4. Software Rental. You may not rent or lease the SOFTWARE.

5. Software Transfer. You may transfer the SOFTWARE to another computer, provided that it is completely removed from the computer from which it was transferred. You may permanently transfer all of your rights under the EULA, provided that you retain no copies, that you transfer all the SOFTWARE (including all component parts, the media and printed materials, upgrades and this EULA) and that the recipient agrees to the terms and conditions of this EULA as provided herein. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE.

6. Termination. Without prejudice to any other rights it may have, ENGIE Services U.S. may terminate this EULA and the Licenses if you fail to comply with the terms and conditions contained herein. In such an event, you must destroy all copies of the SOFTWARE and all of its component parts including all media and documentation.

IV LIMITED LIABILITIES

1. Liabilities. In no event shall ENGIE Services U.S. be liable for any damages whatsoever (including, without limitation, damages for loss of business profit, business interruption, loss of business information, loss of contracts, or for any financial or economic loss or for any damages or losses, special, direct, indirect or consequential loss or damages whatsoever) arising out of the use or inability to use the SOFTWARE, even if ENGIE Services U.S. has been advised of the possibility of such damages.

2. Use of SOFTWARE. The data available through this SOFTWARE does not constitute advice or the making of any recommendation and the content or output of this SOFTWARE should not be relied upon as the basis for any decision or action. We exclude to the fullest extent permitted by law any and all liability for any direct, indirect or consequential loss or damage arising as a result of access to and use of the SOFTWARE, reliance on the content contained on them or as a result of the SOFTWARE being unavailable.

3. Use of Data. The use of information obtained from the SOFTWARE is at your sole discretion and risk.

V USAGE TRACKING

The Software tracks anonymous usage data of the Software to improve the user experience, and by use of the Software you consent to the collection of this information. The Software also tracks Software failures for the purpose of product improvements. All information collected is used exclusively for product improvement and customer support purposes, and is not shared with other parties.

VI MISCELLANEOUS

1. This is the Entire Agreement. This EULA (including any addendum or amendment to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and ENGIE Services U.S. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained in this EULA, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing.

2. Right to Change EULA. ENGIE Services U.S. reserves the right to change any part of this service or the EULA at any time without notice.

3. You Indemnify ENGIE Services U.S. You agree to indemnify, hold harmless, and defend ENGIE Services U.S. and its suppliers and resellers from and against any and all claims or lawsuits, including legal fees, that arise or result from this EULA.

4. Interpretation of this EULA.
If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formative of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. This EULA is governed by the laws of the United States; and the state of ???. The parties consent to the personal jurisdiction and venue of ???, and agree that any legal proceeding arising out of the EULA shall be conducted in ???.


ENGIE Services U.S.             0010420100916             Issued: 13th January 2020

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