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END USER LICENSE AGREEMENT
FOR REM/Rate™

BY DOWNLOADING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT (THE "AGREEMENT"). IF YOU DO NOT AGREE, DO NOT DOWNLOAD THE SOFTWARE; YOU MUST DELETE ANY COPY IN YOUR POSSESSION OR CONTROL. This Agreement is between you ("you" or "your") and NORESCO, LLC ("Licensor") for the software application that accompanies this Agreement, including all associated media and Documentation (collectively, the "Software"). The Software is intended for use solely for the purpose of performing residential (single family and multi-family) Energy Code Compliance, Energy Audits, Energy Ratings, ENERGY STAR Home Certification, and Tax Credit Certification.

1. Definitions

• 1.1 "Documentation" shall include all manuals, guides, data collection forms, specifications, and written correspondence produced by NORESCO regarding the Software.
• 1.2 "Energy Audit" shall mean the process of evaluating the energy and economic performance of energy saving measures in an existing or a new home for the purpose of identifying viable energy efficiency improvements.
• 1.3 "Energy Rating" shall mean the generation, assignment or use of a HERS rating score based on consistent inspection procedures, operating assumptions, climate data and calculation methods as established by HERS Standards.
• 1.4 "Energy Code Compliance" shall mean an unbiased indication of a home's compliance (or non-compliance) to the residential energy codes incorporated into the Software.
• 1.5 "ENERGY STAR Home Certification" shall mean the generation, assignment or use of the indication that a home meets the minimum requirements of U.S. Environmental Protection Agency's ENERGY STAR Homes Program.
• 1.6 "Tax Credit Certification" shall mean the generation, assignment or use of the indication that a home meets the minimum requirements for the energy efficient home tax credit provided for under sections 45L(c)(1)(A) and (B) of the Internal Revenue Code.
• 1.7 "HERS Standards" shall mean the latest versions of the Accreditation Standard, Technical Standard, and Rater Certification Standard developed and promulgated by the National Organization of State Energy Officials (NASEO) and RESNET, or any successor HERS industry organization to these organizations which assumes responsibility for maintaining, promulgating, and enforcing these standards.

2. License Grants

During the term of this Agreement and conditioned upon your full compliance with all of the Agreement's terms and conditions, Licensor grants to you a personal, nonexclusive, nonsublicensable, nontransferable revocable license to use the Software, solely in connection with your performance of residential (single family and multi-family) Energy Code Compliance, Energy Audits, Energy Ratings, ENERGY STAR Home Certification, and Tax Credit Certification.

3. License Limitations

The licenses granted in Section 2 are conditioned upon your compliance with the following limitations:

• 3.1 Reverse Engineering. You may not decompile, decipher, disassemble, reverse engineer or otherwise attempt to access source code of the Software, or circumvent any technical limitations in the Software that limit or restrict access to or use of the Software or any content, file, or other work, except as expressly permitted by applicable law notwithstanding this limitation.
• 3.2 No Distribution, Rental or Transfer. You may not distribute, publish, rent, lease, lend, transfer, sublicense, disclose or otherwise provide the Software to any third party.You may not share with or lend to any third party your username or password for accessing or using the Software.
• 3.3 No Modification or Derivative Works. You may not modify or create derivative works of the Software, in whole or in part.
• 3.4 Proprietary Notices. You may not remove any proprietary notices or labels on the Software or any copy thereof.
• 3.5 Non-Permitted Uses. Without limiting any of the foregoing, you may not make any use of the Software in any manner not expressly permitted by this Agreement.

4. Reservation of Rights and Ownership

Licensor, its parent or its suppliers own all right, title and interest, including all intellectual property rights, in and to the Software and reserve all rights not expressly granted to you in this Agreement.The Software is protected by copyright and other intellectual property laws and treaties.

5. Updates

This Agreement applies to updates to the Software as well as any services accessed through the Software (if any) that Licensor may, in its sole discretion, provide or make available to you ("Update"). If Licensor provides additional terms along with an Update, those terms will apply to the Update. If Licensor provides you an Update, Licensor may, at its sole discretion, require you to use the Updated version and cease use of earlier versions. Licensor reserves the right to update or discontinue any product or service made available to you through use of the Software.

6. Termination

• 6.1 This Agreement will automatically terminate upon your breach of any of this Agreement's terms and conditions. In the event of termination caused by your breach, no refunds or credits will be due. In the event of termination, you must immediately remove the Software from your device(s), and the following Sections of this Agreement will survive: Sections 3, 4 and 6 to 13.
• 6.2 Licensor may terminate this Agreement without liability upon ten (10) days written notice to you. In the event of any such termination for convenience, Licensor shall pay you a pro rata refund. In the event of termination, you must immediately remove the Software from your device(s), and the following Sections of this Agreement will survive: Sections 3, 4 and 6 to 13.
• 6.3 You may terminate this Agreement by removing the Software from your device(s). In the event of such termination, the following Sections of this Agreement will survive: Sections 3, 4 and 6 to 13.

7. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SOFTWARE IS PROVIDED AS IS AND WITH ALL FAULTS. LICENSOR AND ITS PARENT, AFFILIATES AND SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, LACK OF VIRUSES OR BUGS, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS WITH REGARD TO THE SOFTWARE. LICENSOR AND ITS PARENT, AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE SOFTWARE REMAINS WITH YOU.

8. EXCLUSIONS OF CERTAIN DAMAGES; LIMITATIONS OF LIABILITY

IN NO EVENT WILL LICENSOR OR ITS PARENT, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, DAMAGES TO ANY COMPUTER, DEVICE, OR SYSTEM, LOSS OF DATA, GOODWILL, USE OR OTHER LOSSES) ARISING OUT OF OR IN ANY WAY RELATED TO THE SOFTWARE OR THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE BASIS OF THE CLAIM AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES OR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

LICENSOR'S AND ITS PARENT'S, AFFILIATES' AND SUPPLIERS' ENTIRE LIABILITY UNDER THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE PRICE YOU PAID FOR THE SOFTWARE.NO ACTION, REGARDLESS OF FORM, RELATING TO THE SOFTWARE MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER YOU HAVE KNOWLEDGE OF THE OCCURRENCE WHICH GIVES RISE TO THE CAUSE OF ACTION.

9. Indemnification

You agree to defend, indemnify and hold harmless Licensor and its parent, affiliates and suppliers and their respective officers, directors and employees from all claims and expenses (including attorneys' fees and costs) that arise out of or in connection with your use of the Software, any breach of this Agreement, or your violation of any laws or regulations or the rights of any third party.

10. U.S. Government License Rights

Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described in this Agreement.Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.

11. Compliance with Law; Export Restrictions

You will comply with all applicable international and national laws, rules and regulations that apply to the Software and your use of the Software, including the U.S. Export Administration Regulations, as well as end user, end use, and destination restrictions issued by U.S. or other governments. You acknowledge that the Software is of U.S. origin and subject to U.S. export jurisdiction.

12. Governing Law and Jurisdiction

This Agreement will be construed and controlled by Delaware law, without giving effect to its conflict of law provisions. Each party consents to exclusive jurisdiction and venue in the state and federal courts in Hartford, CT for any and all disputes, claims and actions arising from or in connection with the Software and this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13. General

The section titles in this Agreement are used solely for the parties' convenience and have no legal or contractual significance. Any list of examples following "including" or "e.g.," is illustrative and not exhaustive, unless qualified by terms like "only" or "solely." Licensor's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. No waiver of any provision of this Agreement will be effective unless it is in a signed writing, and no waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion. If a court of competent jurisdiction holds any term, covenant or restriction of this Agreement to be illegal, invalid or unenforceable, in whole or in part, the remaining terms, covenants and restrictions will remain in full force and effect and will in no way be affected, impaired or invalidated. You may not assign, transfer or sublicense this Agreement or your rights (if any) under this Agreement. This Agreement will be binding upon all successors and assigns. This Agreement constitutes the entire agreement between you and Licensor with respect to the Software and merges all prior and contemporaneous communications and proposals, whether electronic, oral or written, between you and Licensor with respect to the Software.All notices to Licensor in connection with this Agreement must be in writing and will be deemed given as of the day they are deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested or sent by overnight courier, charges prepaid to the address set forth below.

LICENSOR INFORMATION

If you have any questions about this Agreement, or want to contact Licensor for any reason, please direct all correspondence to:

NORESCO, LLC
Legal Department
1 Research Drive, Suite 400C
Westborough, MA 01581