GE Industrial Solutions WattStation Firmware License Agreement User Manual

June 29, 2012

GE WATTSTATION™

Firmware License Agreement

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS PACKAGE OR SIGNIFYING YOUR ACCEPTANCE BY
CLICKING THE APPROPRIATE DIALOG BOX. OPERATING THE WATTSTATION, CLICKING THE APPROPRIATE DIALOG BOX OR USING ANY PART OF
THE SOFTWARE SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, PROMPTLY RETURN
THE WATTSTATION UNUSED ALONG WITH ANY OTHER RELATED ITEMS THAT WERE INCLUDED IN THE SAME ORDER FOR FULL CREDIT.

You, as the Customer, agree as follows:

1. DEFINITIONS

“GE” shall mean the General Electric Company business unit providing Licensed
Software to Customer pursuant to this Agreement, Industrial Solutions.

"GE Software" shall mean those portions of the Licensed Software owned by GE or GE
affiliates.

"Licensed Software" shall mean the software, in object code form only, supplied by GE
pursuant to this Agreement.

“Licensed Product” shall mean the Licensed Software and/or its accompanying

documentation.
“Third Party Software” shall mean those portions of the Licensed Software owned or

licensed by a third party, including but not limited to operating system code, that is
embedded within the Licensed Software.

2. LICENSE

2.1 Except as provided in section 2.2 below, you are granted a non-transferable,
nonexclusive license to use the Licensed Software only as embedded in or to be used on
a single GE hardware product. You may copy the Licensed Product, for backup purposes
only, in support of your use of the Licensed Software, limited to one copy. No other copies
shall be made unless authorized in writing by GE. You must reproduce and include all
applicable copyright notices on any copy. You may not reverse compile or otherwise
reverse engineer, or modify the Licensed Software. The Licensed Software, comprising
proprietary trade secret information of GE and/or its licensors, shall be held in confidence
by Customer and Customer shall not disclose it to third parties, unless disclosure is
required by law or legal process. In response to such legal requirements, the Customer
shall promptly notify GE in advance of such disclosure and reasonably cooperate in
attempts to maintain the confidentiality of the Licensed Software. No title to the intellectual
property is transferred. Licensed Software shall not be copied, reproduced, or used for
any other purpose outside of operation of the GE hardware, and shall not be used on any
other piece of hardware other than the GE hardware with which it was provided.

2.2 If you transfer the GE hardware product on which the Licensed Software is
used, you may transfer the Licensed Software to the end user of the hardware product
provided that the end user agrees to be bound by terms no less restrictive than the
provisions of this Agreement, and provided that all proprietary markings are maintained.
Any other transfer is void and automatically terminates this license. You shall use your
best efforts to enforce such agreement and shall promptly report any violation or
suspected violation to GE. In the event you do not enforce such agreement after a
breach, you shall, to the extent permissible by applicable law, grant GE the right to enforce
such agreement.

2.3 The Licensed Software may include Third Party Software licensed to GE. The

owner of the Third Party Software (the “Third Party”) and its licensors are intended third

party beneficiaries of this Agreement, and the provisions of this Agreement relating to the
Licensed Software, as the same incorporates Third Party Software, are made expressly
for the benefit of, and are enforceable by, the Third Party and its licensors. The Third
Party and its licensors retain ownership of all copies of the Third Party SoftwareThe
Licensed Software is warranted by GE in accordance with section 3.1 and the Third Party
does not provide an additional warranty. All Third Party Software included in the

Licensed Software is provided “AS IS” without warranty from the Third Party, and
each Third Party disclaims all warranties, either express or implied, including but
not limited to the implied warranties of merchantability, title, non-infringement or
fitness for a particular purpose with regard to the Third Party Software. The Third
Party shall not have any liability for special, indirect, punitive, incidental or
consequential damages.

2.4 In addition to the GE Software licensed above, GE may provide certain files
embedded in or to be used on the GE hardware product which may be subject to the
terms of the GNU General Public License (GPL) or the GNU Lesser General Public
License (LGPL), the current text of which may be found at: http://www.gnu.org, or another
open source license. The GE Software is proprietary software not subject to the GPL or
LGPL or other open source license, and Customer has no license to take any action, and
shall take no action, which would have the effect of subjecting the GE Software or any
portion of the GE Software to the terms of the GPL or LGPL or other open source license.
Customer may consult the user documentation for identifications and further information.

2.5 For the rights granted in this Agreement, Customer shall pay to GE the price for
the GE hardware product in which the Licensed Software is embedded

2.6

2.6 You understand that GE may, at any time and in its sole discretion, update or
modify the Licensed Product or discontinue updating and/or supporting the Licensed
Product. In the case of an update or modification, you agree to allow GE to automatically
install the Licensed Software on the GE hardware product on which the Licensed Software
is used. Any updated or modified Licensed Product made available and/or installed by GE
on the GE hardware product shall become part of the Licensed Software and subject to
this Agreement.

3. WARRANTY

3.1 GE warrants that the Licensed Software will be in substantial conformance with

GE’s standard published user documentation pertaining thereto as of the date of shipment

by GE and will be fit for the purpose of operating the GE hardware product on which it is
installed for a period of three (3) years from the date of manufacture (the “Warranty
Period”). If it is shown that the Licensed Software does not meet this warranty, your sole
and exclusive remedy will be for GE, in its sole discretion and to the extent permitted by
law, to (1) correct the defect or error in the Licensed Software, free of charge, or (2)
install replacement Licensed Software on the GE hardware product. If despite GE’s
reasonable efforts, non-conforming Licensed Software cannot be corrected or replaced,
GE shall refund or credit monies paid by you for the affected GE hardware product on
which the non-conforming Licensed Software is installed, and terminate the license with
respect to the Licensed Software. . Warranty correction or replacement by GE shall not
extend or renew the applicable Warranty Period. 3.2 THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
WARRANTIES WITH RESPECT TO THE LICENSED PRODUCT WHETHER WRITTEN,
ORAL, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTY OF

MERCHANTABILITY SHALL APPLY. NO WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE SHALL APPLY.

4. LIMITATION OF LIABILITY

4.1 GE’S LIABILITY FOR ALL CLAIMS OF ANY KIND, WHETHER BASED ON
CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, FAILURE OF A REMEDY TO ACCOMPLISH ITS ESSENTIAL PURPOSE, OR
OTHERWISE, FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED
WITH, OR RESULTING FROM THIS AGREEMENT, OR THESE TERMS AND
CONDITIONS, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM
THE LICENSED PRODUCT OR ANY PART THEREOF, OR FROM ANY SERVICE
FURNISHED HEREUNDER (INCLUDING REMEDIAL WARRANTY EFFORTS), SHALL,
IN THE AGGREGATE, IN NO CASE EXCEED THE PRICE OF THE GE HARDWARE
PRODUCT IN WHICH IT IS EMBEDDED, WHICHEVER IS APPLICABLE, GIVING RISE
TO THE CLAIM. ALL SUCH LIABILITY SHALL TERMINATE UPON THE EXPIRATION
OF THE WARRANTY PERIOD AS SET FORTH IN SECTION 3.

4.2 IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY,
WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, FAILURE OF A
REMEDY TO ACCOMPLISH ITS ESSENTIAL PURPOSE, OR OTHERWISE, SHALL GE,
ITS EMPLOYEES OR SUPPLIERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF ANY PROPERTY,
COST OF CAPITAL, COST OF PURCHASED POWER, COST OF SUBSTITUTE
EQUIPMENT, FACILITIES, OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF
CUSTOMERS AND TRANSFEREES OF THE CUSTOMER FOR SUCH DAMAGES
EVEN IF GE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
THE CUSTOMER WILL INDEMNIFY GE, ITS EMPLOYEES AND SUPPLIERS AGAINST

ANY SUCH CLAIMS FROM THE CUSTOMER’S CUSTOMERS. IF THE LICENSED

PRODUCT WILL BE FURNISHED BY THE CUSTOMER TO A THIRD PARTY BY
CONTRACT OR RELATE TO A CONTRACT BETWEEN THE CUSTOMER AND A
THIRD PARTY, THE CUSTOMER SHALL OBTAIN FROM SUCH THIRD PARTY A
PROVISION AFFORDING GE AND ITS SUPPLIERS THE PROTECTION OF THIS
SUBSECTION AND THE PRECEDING SUBSECTION.

4.3 The Licensed Product is not intended for use in any nuclear facility or
application, or any life-support equipment or other application where failure of the products
could lead directly to death, personal injury or severe physical or environmental damage.
If so used, GE disclaims all liability for any damages arising as a result of the hazardous
nature of the application in question, including but not limited to nuclear or environmental
damage, injury or contamination, and Customer shall indemnify, hold harmless and defend
GE, its officers, directors, employees and agents against all such liability, whether based
on contract, warranty, tort (including negligence), strict liability, or any other legal theory,
regardless of whether GE had knowledge of the possibility of such damages.

4.4 If GE furnishes Customer with advice or other assistance concerning any
products or systems which is not required pursuant to this Agreement, the furnishing of
such advice or assistance will not subject GE to any liability, whether in contract,
indemnity, warranty, tort, (including negligence), strict liability or otherwise.

5. INDEMNITY

5.1 GE warrants that the GE Software shall be delivered free of any rightful claim of
any third party for infringement of any United States patent or copyright. If promptly
notified in writing and given full authority, information and assistance, GE shall defend, or
may settle, at its expense, any suit or proceeding against Customer so far as based on a
claimed infringement which would result in a breach of this warranty, and GE shall pay all
damages and costs finally awarded therein against Customer due to such breach, other
than damages and costs arising from any willful infringement by Customer after receipt of
notice of the claimed infringement. GE shall not be responsible for any compromise or

concession made by Customer without GE’s prior written consent. In case the GE

Software is in such suit held to constitute such an infringement and its use for the purpose
intended for such software is enjoined, GE shall, at its expense and option, either procure
for Customer the right to continue using said software, or replace same with non-infringing
software, or modify same so it becomes non-infringing, or terminate the license to the GE

Software and refund or credit monies paid by you for the affected GE hardware product on
which the GE Software is installed, and any transportation costs separately paid by
Customer. The foregoing states the entire liability of GE for patent or copyright
infringement by the Licensed Product or any part thereof.

5.2 The indemnity under the preceding paragraph shall not apply if the infringement
or claim is based in whole or in part upon any use of GE Software in conjunction with any
other product in a combination not furnished by GE as a part of this transaction. As to any
such use in such combination, or any improper or unauthorized use, modification,
installation, or operation of the GE Software, GE assumes no liability whatsoever for
patent or copyright infringement and Customer will hold GE harmless against any
infringement claims arising therefrom.

6. TERM AND TERMINATION

6.1 You may terminate the license granted hereunder at any time by destroying the
Licensed Product together with all copies thereof and notifying GE in writing that all use of
the Licensed Product has ceased and that same has been destroyed.

6.2 GE may terminate this Agreement or any license hereunder upon notice to
Customer if Customer breaches any of the terms and conditions of this Agreement or if

Customer attempts to assign this Agreement or any license hereunder without GE’s prior

written consent. Within twenty (20) days after any termination of this Agreement,
Customer shall certify in writing to GE that all use of the Licensed Product has ceased,
and that the same has been destroyed.

6.3 All provisions of this Agreement related to disclaimers of warranty, limitation of
liability, GE’s intellectual property rights, or export shall survive any expiration or
termination and remain in effect. Termination of this Agreement or any license hereunder
shall not relieve Customer of its obligation to pay any and all outstanding charges
hereunder nor entitle Customer to any refund of such charges previously paid.

7. EXPORT

7.1 If you intend to export (or reexport), directly or indirectly, the Licensed Product
or technical data relating thereto or any portion thereof, it is your responsibility to assure
compliance with U.S. and other applicable export control laws and to obtain any required
licenses or approvals in your own name. You are also responsible for the accuracy and
completeness of any information or certification you provide for purposes of export control
compliance.

8. U.S. GOVERNMENT CONTRACTING

If Customer is a U.S. Government entity or elects to sell products or services provided
hereunder to the U.S. Government or to a contractor selling to the U.S. Government, the
following provisions apply: (a) Customer agrees that all products and services provided by
GE meet the definition of “commercial-off-the-shelf” (COTS) or “commercial item” as defined
in FAR 2.101, and that the subparagraph terms of FAR 52.212-5(e) or FAR 52.244-6 (or, for
orders from the U.S Government, FAR 52.212-5 and FAR 52.212-4 with tailoring to the
extent permitted by FAR 12.302 by replacing all paragraphs except those listed in FAR

12.302(b) with these Conditions of Sale), and (subject to subsection (e) below) DFARS

252.212-7001(c) or DFARS 252.244-7000, whichever are applicable, apply only to the
extent applicable to COTS or commercial items and only as appropriate for the dollar value
of this order; (b) with regard to any terms related to Buy American Act or Trade Agreements,
the country of origin of products is unknown unless otherwise specifically stated in writing by
GE; (c) Customer agrees that any services offered by GE are exempt from the Service
Contract Act of 1965 (FAR 52.222-41); (d) Customer agrees that this sale is not funded, in
whole or in part, by the American Recovery and Reinvestment Act unless otherwise set
forth in a written agreement of the parties; and (e) Customer is solely and exclusively
responsible for compliance with any other applicable statutes or regulations governing sales
to the U.S. Government, and GE makes no representations, certifications or warranties
whatsoever with respect to the ability of its goods, services or prices to satisfy any such
statutes and regulations other than those contained herein.

9. GENERAL

9.1 This Agreement shall be governed by the laws of the State of New York, without
regard to its conflict of law provisions. The provisions of the United Nations Convention on
the International Sale of Goods shall not apply to this Agreement.

9.2 YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN US AND SUPERSEDES ANY PROPOSAL OR PRIOR
AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN
US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. FURTHER, NO
CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS
AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED
REPRESENTATIVE OF GE. GE MAY MODIFY THE AGREEMENT AT ANY TIME WITH
NOTICE TO YOU, AND UPON RECEIPT OF SUCH NOTICE, YOU WILL BE REQUIRED
TO ACCEPT THE TERMS OF SUCH MODIFIED AGREEMENT IN ORDER TO
CONTINUE USING THE LICENSED SOFTWARE.

June 29, 2012