SOFTWARE LICENSE AGREEMENT

Important - Please Read Carefully Before Accessing or Using This Software. If You Are Unable To Agree With The Terms Of This Agreement, You Should Not Access or Use The Software.

This Software License Agreement (“Agreement”) is a legal agreement between you and AREVS, LLC (“AREVS”) for the AREVS software application (the “Licensed Application”). YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY: (A) ACCESSING OR USING THE LICENSED APPLICATION; OR (B) BY CLICKING THE ACCEPTANCE MECHANISM ON THE ELECTRONIC VERSION OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE LICENSED APPLICATION.

1. Ownership. The Licensed Application is licensed, not sold, to you for use only under the terms and conditions of this Agreement and AREVS reserves all rights not expressly granted to you in this Agreement. It is an express condition of this Agreement that the rights, title, ownership, and all intellectual property and proprietary rights in and to the Licensed Application are retained by AREVS.

2. Grant of License. Subject to your acceptance of the terms and conditions set forth in this Agreement, AREVS grants to you a non-exclusive and non-transferable license, with no right to grant sublicenses, to use the Licensed Application. You may not rent or lease the Licensed Application. You agree that, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (i) decompile, disassemble, or reverse engineer the Licensed Application; (ii) modify or create derivative works of the Licensed Application; or (iii) transmit the Licensed Application or provide its functionality, in whole or in part, over the Internet or other network. You may not remove any proprietary notices or labels on or in the Licensed Application.

3. Consent to Use of Data. You agree that AREVS may collect and use certain information that you provide to AREVS through your use of the Licensed Application, which may include, without limitation, the address, square footage, number of household occupants, and energy consumption data of third parties, to improve its products or to provide services or technologies to you. AREVS may also disclose or sell such information to third parties. You acknowledge, understand, and agree to notify each third party of AREVS' use of client data.

4. Duration and Termination. This Agreement shall remain effective until terminated by you or AREVS. This Agreement will terminate automatically if you fail to comply with the terms and conditions contained herein. Upon any termination of this Agreement, you agree to discontinue the use of the Licensed Application and remove or destroy all portions of the Licensed Application from your systems.

5. Confidentiality. You agree the Licensed Application is and contains the confidential information of AREVS, including trade secrets such as, by way of non-limiting example, content, and internal architecture. You agree to use commercially reasonable efforts to keep such information confidential and not to publish, disclose, display, disseminate, provide, or otherwise make available in any form such confidential information, or any portion thereof, to any third party without the prior written consent of AREVS.

6. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ACCESS TO AND USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION IS PROVIDED “AS-IS” AND WITHOUT ANY EXPRESS, OR IMPLIED WARRANTIES OF ANY KIND. AREVS AND ITS AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE LICENSED APPLICATION, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY OF NON-INFRINGEMENT, TITLE, SECURITY, OR QUIET ENJOYMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AREVS, ITS AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY.

7. Limitation of Liability. IN NO EVENT WILL AREVS, ITS AFFILIATES, OR THEIR AGENTS BE LIABLE FOR PERSONAL INJURY OR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE LICENSED APPLICATION INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, TIME, OR COMPUTER PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AREVS’, ITS AFFILIATES’, AND THEIR AGENTS’ AGGREGATE LIABILITY EXCEED TEN U.S. DOLLARS (U.S.$10.00). THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF THE CLAIM (INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY, OR TORT CLAIM). YOU MAY NOT ASSERT ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT AGAINST AREVS MORE THAN TWELVE (12) MONTHS AFTER SUCH CLAIM INITIALLY ACCRUED. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTION 6 ABOVE AND THIS SECTION 7) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

8. Upgrades. AREVS is under no obligation to provide any new versions, upgrades, bug fixes, enhancements, or modifications (collectively “Updates”) to the Licensed Application; provided, however, in the event AREVS in its sole discretion elects to provide you with any Updates, the terms of this Agreement shall apply to the Updates, unless the Update is accompanied by a new license, in which case the new license will supersede this Agreement. Unless explicitly set forth in writing by AREVS, any Updates provided by AREVS shall not reset, extend, or provide any new warranties or warranty period relating to the Licensed Application.

9. Indemnity. You will indemnify, defend, and hold AREVS, its affiliates, and their members, managers, employees, and agents harmless from and against any and all damage, loss, expense, liability, threats, claims, suits, actions, judgments, decrees, and costs (including reasonable attorneys’ fees and disbursements) arising out of or relating to your breach of this Agreement or any other act or omission by you.

10. Export Restrictions. You agree to comply with all applicable international and national laws that apply to the Licensed Application, including the United States Export Administration Regulations and the International Traffic in Arms Regulations (ITAR), if applicable, as well as end-user, end-use, and destination restrictions issued by the United States and other governments.

11. Applicable Law and Venue. This Agreement is governed by the laws of the State of New York. You and AREVS agree to submit to the personal and exclusive jurisdiction of the courts located in Albany County, New York.

12. Modifications. No change or modification of this Agreement will be valid unless it is made by AREVS in writing.

13. Severability. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

14. Survival. In the event of any termination or expiration of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement.

15. Complete Agreement. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.