RC-STUDIO END-USER LICENCE AGREEMENT RELIABLE CONTROLS CORPORATION (the "Licensor") has developed the executable software program RC-STUDIO (the "Software") for direct digital controllers. By paying the license fee and installing this Software, You, the Licensee are agreeing to be bound by the terms and conditions of this License Agreement (the "Agreement"). Should You not wish to be bound by the terms and conditions of this Agreement, return the Software to Licensor in the manner in which You received it for a full refund. The terms and conditions of this Agreement between the Licensor and You, the Licensee, are as follows: A. DEFINITIONS "Agreement" shall mean this document including its preambles and any appendices. "Software" shall mean the RC-STUDIO software executable package. B. GRANT OF RIGHTS 1. Grant - Subject to the provisions of this Agreement, the Licensor shall grant to the Licensee a non-exclusive licence to use and install the Software on a single computer for the sole purpose of using the Software to communicate with building automation systems, such as heating, ventilation, air-conditioning, lighting, security, access and life safety equipment in accordance with the terms of this Agreement. 2. Conditions of Grant - The rights granted by the Licensor to the Licensee under clause B shall be subject to the following conditions. The Licensee shall: (a) Obtain "authorization" from the Licensor prior to installation; (b) not lease or rent the Software in any manner whatsoever to any third party ; (c) use the Software in accordance with standards of public morals and business practice which do not compromise or reflect unfavourably on the good name or good will of the Licensor; (d) use the Software in the form and under the conditions specified by the Licensor in the Software and associated materials; (e) not translate, modify or adapt the functionality of the Software without prior written approval of the Licensor; (f) not attempt to create derivative works based on the Software, not attempt to reverse engineer, decompile or disassemble the Software; (g) shall not compile, reproduce and distribute the Software to any third party without the prior written consent of the Licensor, and (h) permit the Licensor to inspect the Software to ensure that the use complies with the Licensor's conditions for use, and content and quality standards. 3. Right to Sub-License - The Licensee shall not have the right to sub-license, sell, rent, lease, or give the Software in whole or in part to a third party, including to any subdealers or subcontractors of the Licensee. 4. Ownership of Software - The Licensee acknowledges and agrees that the Licensor retains all rights and benefit over and to the Software. The Licensee shall own the magnetic of other physical media on which the Software is originally or subsequently fixed but the Licensor retains ownership of the Software and all subsequent copies, enhancements, upgrades or versions of the Software. This Agreement shall not in any manner constitute a sale or transfer of any right, title or interest in the Software. The Software is protected by copyright laws, multilateral and bilateral agreements and international treaty. 5. Copyright and Trademarks -The Licensee shall not modify, change or adapt the Licenser's proprietary information, copyright or trademarks embedded within the Software, such as the mark RC-STUDIO. The Licensee also agrees that this Licence grants no right, title or licence to, or interest in, any of the proprietary information, copyright or embedded trademarks. The Licensee agrees not to: (a) challenge the Licensor's ownership or use of the proprietary information, copyright and trademarks embedded within the Software; (b) attempt to register any of the copyright or trademarks or any mark or logo substantially similar thereto; or (c) incorporate any of the proprietary information, copyright or trademarks into their own products, services, trademarks, product names, service marks, company names or domain names. 6. Reservation - All rights not expressly granted by the Licensor to the Licensee under this Agreement are reserved by the Licensor, and the Licensor retains all right, title, and interest in the Software. C. LICENSE FEES 7. Upgrades to the Software - The Licensor, at its sole discretion, may from time to time make changes to the Software in the form of upgrades and the Licensor agrees to make such upgrades available to the Licensee based on the license fees set out in the License Fee Schedule available on the Licensor's website. The Licensor reserves right in its sole discretion to increase license fees for upgrades from time to time. D. STANDARDS FOR THE SOFTWARE 8. No Changes - The Licensee agrees to maintain the Software under the conditions, in the format and with the content provided by Licenser, including any and all proprietary information, copyright or trademarks of the Licenser. 9. Protection - The Licensee agrees to ensure that all use of the Software maintains the copyright marking on the Software and to take reasonable steps to prevent any reproduction or pirating of the Software. E. LIMITED WARRANTY 10. Disclaimer - THE SOFTWARE AND ACCOMPANYING MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSOR DOES NOT WARRANT OR GUARANTEE THE USEABILITY OR PERFORMANCE OF THE SOFTWARE OR ACCOMPANYING MATERIALS. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE LICENSEE. The Licensor warrants that the physical disk(s) and physical documentation on which the Software is recorded is free of defects in materials and workmanship under normal use for a period of 90 days from the date of delivery. In the event of notification within the warranty period of defects in the disk or physical documentation, the Licensor will replace the defective disk(s) or documentation which is returned to the Licensor postage prepaid with a copy of the receipt. If the failure of the diskette has resulted from accident, abuse, or misapplication, the Licensor shall not have any responsibility to replace the diskette. The entire liability to the Licensor and entire remedy for breach of this warranty shall be limited to the replacement of the diskette and the Licensor specifically disclaims liability for any other damages, including but not limited to loss of profit, special, incidental, consequential or similar claims. THE LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES DUE TO UNFORSEEN CIRCUMSTANCES OR DIFFICULTIES ARISING FROM THE LICENSEE'S OPERATIONS OR OPERATIONAL ENVIRNONMENT OR ACTIONS OF ITS EMPLOYEES AND AGENTS OR IF USED IN HIGH RISK OPERATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN THE LICENSOR, ITS DISTRIBUTORS, DEALERS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY AND THE LICENSEE MAY NOT RELY ON SUCH INFORMATION OR ADVICE. NEITHER THE LICENSOR OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE LICENSOR IS ADVISED BY THE LICENSEE OF THE POSSIBILITY OF SUCH DAMAGES. THIS WARRANTY GIVES THE LICENSEE SPECIFIC RIGHTS, THE LICENSEE MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION AND CERTAIN LIMITATION CONTAINED IN THIS LIMITED WARRANTY MAY NOT APPLY TO THE LICENSEE, SUCH AS THE OPERATION OF LAW WHICH MAY TAKE PRECEDENCE OVER SUCH LIMITED WARRANTY. E. LIABILITY 11. Infringement - Should any of the Software become the subject of a claim of infringement, the Licensor may, at its sole discretion and option: (i) attempt to rescind the rights necessary for the Licensee to continue using the Software; (ii) modify the Software so that they are no longer infringing; or (iii) terminate the Licensee's right to use the Software, immediately upon written notice, and refund to the Licensee the amount, if any, having then actually been paid by the Licensee to the Licensor for the Software, depreciated on a straight line, three year basis. 12. Limitation of Liability - The Licensor's liability to the Licensee under the Licence is limited to the amount having been actually paid by the Licensee to the Licensor for the Software during the period of the current licence. The Licensor shall not be liable for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of this Licence, such as loss of profits, use, data, or other economic advantage. Upon installation the Software is in the care, custody and control of the Licensee and the Licensee assumes all attendant risks associated with such care, custody and control. G. TERMINATION 13. Breach - The Licence shall terminate automatically in the event of any breach by the Licensee and the breach is not cured within 30 days of receipt of written notice of the breach. Such breaches may include but are not limited to any unauthorized copying or distribution of the Software, the non-payment of maintenance and support fees, bankruptcy, winding-up or liquidation of the Licensee. 14. Effect Termination - Upon termination of the Agreement, the Licensee agrees to discontinue use of the Software and the Licensee shall be obliged to return the Software or provide a certificate confirming that the Software has been destroyed. F. GENERAL TERMS 15. Time of the essence - Time shall be of essence in this Agreement. 16. Assignment - The Licensee may not assign the Licence or any rights granted herein in any manner without the prior written consent of the Licenser. 17. Waiver of Rights - The waiver of the Licensor of strict observance or performance of any term of this Agreement shall not be deemed to be a waiver of any subsequent failure to observe or perform any such term. 18. Notice Provisions - Formal notices required or permitted by this Agreement shall be in writing and shall be delivered by hand, by facsimile, or by double registered mail. 19. Governing Law - This Agreement shall be governed by and interpreted in accordance with the laws of British Columbia. 20. Severability - If any provision of this Licence is held to be unenforceable by a court of competent jurisdiction, all other provisions of this Licence shall remain in full force and effect. 21. Entire Agreement - This Agreement constitutes the entire agreement between the parties, and supersedes any written or oral agreements between the parties; may not be amended except in writing signed by both parties; may not be assigned by the Licensee or may not be sublicensed except in accordance with this Agreement. RC-STUDIO END-USER LICENCE AGREEMENT RELIABLE CONTROLS CORPORATION (the "Licensor") has developed the executable software program RC-STUDIO (the "Software") for direct digital controllers. By paying the license fee and installing this Software, You, the Licensee are agreeing to be bound by the terms and conditions of this License Agreement (the "Agreement"). Should You not wish to be bound by the terms and conditions of this Agreement, return the Software to Licensor in the manner in which You received it for a full refund. The terms and conditions of this Agreement between the Licensor and You, the Licensee, are as follows: A. DEFINITIONS "Agreement" shall mean this document including its preambles and any appendices. "Software" shall mean the RC-STUDIO software executable package. B. GRANT OF RIGHTS 1. Grant - Subject to the provisions of this Agreement, the Licensor shall grant to the Licensee a non-exclusive licence to use and install the Software on a single computer for the sole purpose of using the Software to communicate with building automation systems, such as heating, ventilation, air-conditioning, lighting, security, access and life safety equipment in accordance with the terms of this Agreement. 2. Conditions of Grant - The rights granted by the Licensor to the Licensee under clause B shall be subject to the following conditions. The Licensee shall: (a) Obtain "authorization" from the Licensor prior to installation; (b) not lease or rent the Software in any manner whatsoever to any third party ; (c) use the Software in accordance with standards of public morals and business practice which do not compromise or reflect unfavourably on the good name or good will of the Licensor; (d) use the Software in the form and under the conditions specified by the Licensor in the Software and associated materials; (e) not translate, modify or adapt the functionality of the Software without prior written approval of the Licensor; (f) not attempt to create derivative works based on the Software, not attempt to reverse engineer, decompile or disassemble the Software; (g) shall not compile, reproduce and distribute the Software to any third party without the prior written consent of the Licensor, and (h) permit the Licensor to inspect the Software to ensure that the use complies with the Licensor's conditions for use, and content and quality standards. 3. Right to Sub-License - The Licensee shall not have the right to sub-license, sell, rent, lease, or give the Software in whole or in part to a third party, including to any subdealers or subcontractors of the Licensee. 4. Ownership of Software - The Licensee acknowledges and agrees that the Licensor retains all rights and benefit over and to the Software. The Licensee shall own the magnetic of other physical media on which the Software is originally or subsequently fixed but the Licensor retains ownership of the Software and all subsequent copies, enhancements, upgrades or versions of the Software. This Agreement shall not in any manner constitute a sale or transfer of any right, title or interest in the Software. The Software is protected by copyright laws, multilateral and bilateral agreements and international treaty. 5. Copyright and Trademarks -The Licensee shall not modify, change or adapt the Licenser's proprietary information, copyright or trademarks embedded within the Software, such as the mark RC-STUDIO. The Licensee also agrees that this Licence grants no right, title or licence to, or interest in, any of the proprietary information, copyright or embedded trademarks. The Licensee agrees not to: (a) challenge the Licensor's ownership or use of the proprietary information, copyright and trademarks embedded within the Software; (b) attempt to register any of the copyright or trademarks or any mark or logo substantially similar thereto; or (c) incorporate any of the proprietary information, copyright or trademarks into their own products, services, trademarks, product names, service marks, company names or domain names. 6. Reservation - All rights not expressly granted by the Licensor to the Licensee under this Agreement are reserved by the Licensor, and the Licensor retains all right, title, and interest in the Software. C. LICENSE FEES 7. Upgrades to the Software - The Licensor, at its sole discretion, may from time to time make changes to the Software in the form of upgrades and the Licensor agrees to make such upgrades available to the Licensee based on the license fees set out in the License Fee Schedule available on the Licensor's website. The Licensor reserves right in its sole discretion to increase license fees for upgrades from time to time. D. STANDARDS FOR THE SOFTWARE 8. No Changes - The Licensee agrees to maintain the Software under the conditions, in the format and with the content provided by Licenser, including any and all proprietary information, copyright or trademarks of the Licenser. 9. Protection - The Licensee agrees to ensure that all use of the Software maintains the copyright marking on the Software and to take reasonable steps to prevent any reproduction or pirating of the Software. E. LIMITED WARRANTY 10. Disclaimer - THE SOFTWARE AND ACCOMPANYING MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LICENSOR DOES NOT WARRANT OR GUARANTEE THE USEABILITY OR PERFORMANCE OF THE SOFTWARE OR ACCOMPANYING MATERIALS. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY THE LICENSEE. The Licensor warrants that the physical disk(s) and physical documentation on which the Software is recorded is free of defects in materials and workmanship under normal use for a period of 90 days from the date of delivery. In the event of notification within the warranty period of defects in the disk or physical documentation, the Licensor will replace the defective disk(s) or documentation which is returned to the Licensor postage prepaid with a copy of the receipt. If the failure of the diskette has resulted from accident, abuse, or misapplication, the Licensor shall not have any responsibility to replace the diskette. The entire liability to the Licensor and entire remedy for breach of this warranty shall be limited to the replacement of the diskette and the Licensor specifically disclaims liability for any other damages, including but not limited to loss of profit, special, incidental, consequential or similar claims. THE LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES DUE TO UNFORSEEN CIRCUMSTANCES OR DIFFICULTIES ARISING FROM THE LICENSEE'S OPERATIONS OR OPERATIONAL ENVIRNONMENT OR ACTIONS OF ITS EMPLOYEES AND AGENTS OR IF USED IN HIGH RISK OPERATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN THE LICENSOR, ITS DISTRIBUTORS, DEALERS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY AND THE LICENSEE MAY NOT RELY ON SUCH INFORMATION OR ADVICE. NEITHER THE LICENSOR OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THIS SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE LICENSOR IS ADVISED BY THE LICENSEE OF THE POSSIBILITY OF SUCH DAMAGES. THIS WARRANTY GIVES THE LICENSEE SPECIFIC RIGHTS, THE LICENSEE MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION AND CERTAIN LIMITATION CONTAINED IN THIS LIMITED WARRANTY MAY NOT APPLY TO THE LICENSEE, SUCH AS THE OPERATION OF LAW WHICH MAY TAKE PRECEDENCE OVER SUCH LIMITED WARRANTY. E. LIABILITY 11. Infringement - Should any of the Software become the subject of a claim of infringement, the Licensor may, at its sole discretion and option: (i) attempt to rescind the rights necessary for the Licensee to continue using the Software; (ii) modify the Software so that they are no longer infringing; or (iii) terminate the Licensee's right to use the Software, immediately upon written notice, and refund to the Licensee the amount, if any, having then actually been paid by the Licensee to the Licensor for the Software, depreciated on a straight line, three year basis. 12. Limitation of Liability - The Licensor's liability to the Licensee under the Licence is limited to the amount having been actually paid by the Licensee to the Licensor for the Software during the period of the current licence. The Licensor shall not be liable for any indirect, punitive, special, incidental or consequential damages in connection with or arising out of this Licence, such as loss of profits, use, data, or other economic advantage. Upon installation the Software is in the care, custody and control of the Licensee and the Licensee assumes all attendant risks associated with such care, custody and control. G. TERMINATION 13. Breach - The Licence shall terminate automatically in the event of any breach by the Licensee and the breach is not cured within 30 days of receipt of written notice of the breach. Such breaches may include but are not limited to any unauthorized copying or distribution of the Software, the non-payment of maintenance and support fees, bankruptcy, winding-up or liquidation of the Licensee. 14. Effect Termination - Upon termination of the Agreement, the Licensee agrees to discontinue use of the Software and the Licensee shall be obliged to return the Software or provide a certificate confirming that the Software has been destroyed. F. GENERAL TERMS 15. Time of the essence - Time shall be of essence in this Agreement. 16. Assignment - The Licensee may not assign the Licence or any rights granted herein in any manner without the prior written consent of the Licenser. 17. Waiver of Rights - The waiver of the Licensor of strict observance or performance of any term of this Agreement shall not be deemed to be a waiver of any subsequent failure to observe or perform any such term. 18. Notice Provisions - Formal notices required or permitted by this Agreement shall be in writing and shall be delivered by hand, by facsimile, or by double registered mail. 19. Governing Law - This Agreement shall be governed by and interpreted in accordance with the laws of British Columbia. 20. Severability - If any provision of this Licence is held to be unenforceable by a court of competent jurisdiction, all other provisions of this Licence shall remain in full force and effect. 21. Entire Agreement - This Agreement constitutes the entire agreement between the parties, and supersedes any written or oral agreements between the parties; may not be amended except in writing signed by both parties; may not be assigned by the Licensee or may not be sublicensed except in accordance with this Agreement.