Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

1.Grant of License

Subject to the terms and conditions of this Agreement and the payment the license fee, North Shore Automation, LLC, a California limited liability company ("NSA") grants you a non-exclusive, non-transferable license to use NSA’s software (the “Software”).

2. License Restrictions

You may not (a) make corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same; (b) make or distribute copies of the Software; (c) decompile, reverse engineer, or disassemble the Software; or (d) use the Software to develop any product having the same primary function as the Software. You agree to keep confidential and use your best efforts to protect the contents of the Software from unauthorized disclosure or use.

3. Upgrades

The license of the Software does not include any upgrades or new features of the Software developed by NSA after the date of this Agreement.

4. Proprietary Rights

The Software is licensed (not sold) to you, and NSA owns all copyright, trademark, trade secret, patent and other proprietary rights in the Software. You shall maintain and reproduce all patent, trademark, copyright, and notices of other proprietary rights on all copies, in any form, of the Software in the same form and manner that such patent, trademark, copyright, and notices of other proprietary rights are included on the Software.

5. Disclaimer of Warranty

By using the Software and agreeing to the terms of this License, you expressly acknowledge and agree that the use of the Software is at your sole risk. The Software and related documentation are provided “AS IS” and without warranty of any kind. NSA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NSA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE OR RELATED DOCUMENTATION WILL BE CORRECTED. NSA DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE OF THE SOFTWARE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. IF THE SOFTWARE IS DEFECTIVE, YOU WILL BE RESPONSIBLE FOR THE COSTS OF ALL NECESSARY SERVICING, REPAIRS, OR CORRECTIONS. The exclusion of implied warranties is not permitted by some States and the above exclusion may not apply to you.

6. Limitation of Liability

IN NO EVENT WILL NSA, OR ITS EMPLOYEES OR AGENTS, BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF NSA HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. NSA SHALL HAVE NO LIABILITY FOR ANY HARDWARE, SOFTWARE OR DATA STORED OR USED IN CONJUNCTION WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE COST OF REPAIRING, REPLACING, OR RECOVERING SUCH HARDWARE, SOFTWARE, OR DATA. NSA’S LIABILITY TO YOU FOR ACTUAL DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY OR OTHERWISE) WILL BE LIMITED TO A REFUND OF THE AMOUNT YOU PAID FOR THE SOFTWARE. Because some States do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you.

7. Compliance with Law

You agree to comply with all applicable laws, rules and regulations in connection with your use of the Software, including, without limitation, the United States Export Administration Act and its associated regulations.

8. General

This Agreement will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign or transfer this Agreement without NSA's prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced solely in a federal or state court having jurisdiction over disputes arising in Los Angeles County, California, and each party hereto irrevocably submits to the exclusive jurisdiction and exclusive venue of any such court in any such suit, action or proceeding. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. If any portion of this Agreement is found by court of competent jurisdiction to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and the void or unenforceable provision shall be amended to achieve as nearly as possible the economic effect as the original provision. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior or contemporaneous agreements, communications, and understandings (whether written and oral) regarding such subject matter. No amendment to or modification of this Agreement shall be binding unless in writing and signed by a duly authorized representative of NSA.