THIS SOFTWARE END USER LICENSE AGREEMENT (EULA or AGREEMENT) IS A LEGAL AGREEMENT BETWEEN YOU (AS EITHER AN INDIVIDUAL OR A SINGLE ENTITY, the LICENSEE or YOU) AND OSRAM SYLVANIA INC., 100 ENDICOTT STREET, DANVERS, MASSACHUSETTS 01923, (OSI) THAT GOVERNS YOUR USE OF ANY SOFTWARE PROGRAM INSTALLED ON OR PROVIDED BY OSI FOR USE IN WITH YOUR OSI PRODUCT.

YOU SHOULD CAREFULLY READ THE AGREEMENT ("AGREEMENT). CLICK "ACCEPT" IF YOU FULLY ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT YOU HAVE NO RIGHT TO USE THE SOFTWARE AND MUST RETURN THE SOFTWARE AND ASSOCIATED OSI PRODUCT IMMEDIATELY. BY CLICKING ON ACCEPT, OR USING THE SOFTWARE OR OSI PRODUCT, YOU HEREBY CONFIRM THAT YOU HAVE READ THE AGREEMENT AND CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.

Definitions.

(a) Authorized Users means: (i) the employees of Licensee; and (ii) Licensees consultants, agents and contractors who are working on Licensees premises, provided they are subject to restrictions on the use of the Software as set forth in this Agreement, and Licensee assumes responsibility for any breach of this Agreement by its employees, consultants, agents and contractors.

(b) Documentation means the explanatory printed or electronic materials provided by OSI with the Software and OSI Product, including, but not limited to, license specifications, instructions on how to use the Software and technical specifications.

(c) OSI Product means ENCELIUM™ lighting management systems, lighting products, and any related components or equipment sold by OSI that may contain, or be distributed with, the Software.

(d) Software means: any version of Polaris or any firmware, including components, extensions and modules, related updates and upgrades; firmware, licensed materials, including the Documentation, that is licensed by OSI to Licensee, whether incorporated into, distributed, or for use with the OSI Product.

(e) Licensee Site means one or more buildings owned or leased by Licensee, located within a single municipality, with a single mailing address.

Limited License and Permissions.

(a) Subject to the terms and conditions of this Agreement, OSI grants and Licensee accepts a nonexclusive, nontransferable, non-assignable license to install, access and use the executable form of the Software on the OSI Product for Licensees own internal business use at the Licensee Site.

(b) You may only use the number of copies of the Software as specified on your contract or invoice, and for which you have paid the applicable license fees. Except for any firmware, Licensee may make one copy of Software only for backup purposes, only in machine readable form, marked with every notice on the original.

(c) Except as expressly stated in this Agreement or any applicable Third Party License, no rights are granted to it hereunder to the human readable, source code versions of the Software.

(d) Ownership. OSI and its licensors retain exclusive title to and ownership of the Software, and all intellectual property and proprietary rights with respect to the Software. The license does not constitute a sale of the Software or any portion or copy of it. OSI reserves all rights not expressly granted to Licensee in this Agreement.

Third Party Licensor Rights. The Software includes components provided by licensors to OSI (Third Party Licensors), and may also include Open Source Software (OSS) components. Third Party license agreements can be found at https://www.osram.us/ds/services-and-support/index.jsp. Third Party Licensors may have enforceable rights in the components included in the Software and may be able to enforce such rights directly against Licensee. OSIs warranty and indemnity obligations do not apply to OSS components.

Customer Responsibilities and Prohibited Actions.

(a) Confidentiality. Pursuant to this Agreement, OSI will share the Software and other confidential business information of OSI and its third party suppliers with Licensee. Licensee will hold such information in confidence and take the precautions necessary to safeguard the confidentiality of such information.

(b) Prohibited Actions. Licensee shall not, and shall not allow any third party to:

(i) Allow the use, inspection or examination of the Software or OSI Products by anyone other than an Authorized User;

(ii) Distribute, rent, loan, lease, sell, sublicense or otherwise transfer all or any portion of the Software or associated OSI Product to any other person without the prior written consent of OSI;

(iii) Reverse engineer, decompile, translate, disassemble, or otherwise attempt to discover the source code of the Software; or create any derivative works of the Software or OSI Product;

(iv) Circumvent, or attempt to circumvent, any license management, security devices, access logs, or other measures provided with the Software or OSI Product; or

(v) Delete, tamper with, or modify any of OSIs or any Third Party Licensors names, logos, copyright notices, trademarks, tags, and other proprietary markings.

(c) The obligations under this Section shall survive any termination of the Agreement.

Warranty.

(a) OSI warrants to the Licensee only that for a period of 90 (ninety) days from the date of installation of the Software or OSI product at the Licensee Site, that the Software will, at the time of delivery, substantially conform to the Documentation. OSI will pass through any manufacturers warranty for hardware and any software provided by a third party manufacturer.

(b) During the Software Warranty Period OSI will respond to hotline requests to initially troubleshoot and identify failures in system operation and if the Software is found to be defective, OSI will provide reasonable programming services to fix bugs and provide workarounds and patch releases and will replace defective media. All notices of Software malfunctions shall be in writing with details sufficient to diagnose or reproduce said failure. THIS SHALL BE BUYERS SOLE AND EXCLUSIVE REMEDY AND OSI'S SOLE OBLIGATION FOR ANY DEFECTIVE SOFTWARE.

(c) This is a limited warranty and will apply only if OSI determines that the Software or OSI Product was not: (i) altered or modified, other than by OSI; (ii) improperly installed by Licensee or a third party; (iii) used in a manner other than as specified by OSI; or (iv) damaged by external factors such as, but not limited to, failure of electrical power.

(d) DISCLAIMER - THERE ARE NO OTHER WARRANTIES, EXPRESSED, OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, FOR THE SOFTWARE AND DOCUMENTATION. OSI DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, OSI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SOFTWARE WILL OPERATE IN THE COMBINATION BUYER SELECTS OR THAT OPERATION OF SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

Support and Maintenance Services. OSI may provide optional support and maintenance services that provide enhanced technical services both during the Software Warranty Period and thereafter, upon ordering and payment of the applicable fees by Licensee and the execution of a separate agreement for support and maintenance services. Support and Maintenance Services may be provided at the end of the Software Warranty Period, as available, in accordance then current terms and charges.

Liability Limitations. OSI SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM USE OF SOFTWARE. OSI'S CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES PAID BY THE LICENSEE FOR THE SOFTWARE LICENSED UNDER THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Third-Party Claims.

(a) OSI will defend or settle any third party claim against Licensee alleging that the Software as used with the OSI Product provided under this Agreement infringes intellectual property rights that existed or were issued or registered in the U.S. or Canada as of the date the relevant Software or OSI Product was provided to Licensee, if Licensee: (i) promptly notifies OSI of the claim in writing; (ii) cooperates with OSI in the defense of the claim; and (iii) grants OSI sole control of the defense and settlement of the claim. OSI will pay infringement claim defense costs, OSInegotiated settlement amounts, and court-awarded damages.

(b) Remedies. If such a claim appears likely, OSI may modify the Software or OSI Product, procure any necessary license, or replace the affected Software or OSI Product with one that is at least functionally equivalent. If OSI determines that none of these alternatives is reasonably available, then OSI will issue Licensee a refund equal to a pro-rata portion of the charges paid by Licensee for the infringing Software or OSI Product upon return of the Software or OSI Product to OSI.

(c) Exclusions. OSI has no obligation for any claim of infringement arising from: (i) OSIs compliance with Licensee or third party designs, specifications, instructions, or technical information; (ii) modifications made by Licensee or a third party; (iii) Licensees non-compliance with the Agreement; or (iv) any third party software or components.

(d) This section states OSIs entire liability for third party claims of intellectual property infringement.

Term. This Agreement is effective until terminated or replaced by another Agreement. This Agreement may be terminated by OSI, in addition to other remedies, if Licensee is in default and fails to cure within thirty (30) days following notice; or on notice by either party hereto if the other party ceases to do business in the normal course, becomes insolvent, or becomes subject to any bankruptcy, insolvency, or equivalent proceedings. In the event of termination of this Agreement, Licensee will immediately destroy or return to OSI the affected Software and OSI Product and all partial or complete copies of the Software, or provide satisfactory evidence of their destruction to OSI.

Choice of Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, exclusive of its conflicts of laws provisions, and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

Injunctive Relief. If Licensee breaches or threatens to breach the terms of this Agreement, OSI will have the right, in addition to such other remedies which may be available to it, to seek injunctive relief enjoining such acts or attempts, it being acknowledged and agreed by Licensee that monetary damages are inadequate to protect OSI.

Government Restricted Rights. The Software is a commercial product, licensed on the open market at market prices, and was developed entirely at private expense and without the use of any U.S. Government funds. If the Software is supplied to the Department of Defense, the U.S. Government acquires only the license rights customarily provided to the public and specified in this Agreement. If the Software is supplied to any unit or agency of the U.S. Government other than the Department of Defense, the license to the U.S. Government is granted only with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions set forth in the Commercial Computer Software License clause of FAR 52.227-19.

Export Restriction. The OSI Product, Software and all related technical information or materials are subject to export controls and are licensable under the U.S. Government export regulations, as well as similar laws and regulations of other countries (Export Laws). You agree to comply fully with all applicable Export Laws to assure that neither the Software, nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws. The Software and any related technical information or materials may not be downloaded or otherwise exported or re-exported (i) into any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Departments List of Specially Designated Nationals or the U.S. Commerce Departments Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. Each party shall, at its sole cost and expense, obtain and maintain in effect all permits, licenses and other consents necessary to conduct its respective activities hereunder.

Miscellaneous.

(a) Complete Agreement. This Agreement contains the entire understanding of the parties with respect to the use and operation of the Software by Licensee. Any terms and conditions contained in a Licensee purchase order will not apply. This Agreement may be modified only by a writing executed by OSI and Licensee.

(b) Non-Waiver. The delay or failure of either party to exercise any right provided in the Agreement shall not be deemed a waiver, if any provision is held invalid, all others shall remain in force.

(c) Notice. All notices that are required under this Agreement will be in writing and will be considered effective upon receipt, provided that there is proof of delivery by a third party or written acknowledgement by the recipient. The notices addressed to Licensee shall be sent to its address set forth in the applicable price quotation. The notices addressed to OSI shall be sent to its address set out above, Attn: Legal Department.

(d) Assignment. Licensee may not assign, delegate or otherwise transfer the Agreement or any of its rights or obligations hereunder to any third party without OSIs prior written consent and payment of any applicable fees. Any attempt to do so in violation of this article shall be null and void. Any sale of all or substantially all of the assets of Licensee, or any change in possession of a controlling interest in Licensee shall be deemed to be an assignment for purposes of the Agreement. Subject to the above, the Agreement shall bind and inure to the benefit of the respective parties hereto, and their successors and permitted assigns.