END USER LICENSE AGREEMENT The terms of this end user license agreement (EULA) govern the use of the Utility Cloud SERVICE hereafter referred to as the “Software”. By using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the software. 1. DEFINITIONS "Software" means software products that are licensed to You under this EULA, including, but not limited to, the Utility Cloud TM suite of products including Utility Badger, Utility Works, Utility Connect, hereinafter individually and collectively referred to as Utility Cloud, and any application programming interfaces, scripts, and files provided with the Software, as well as associated media, online or electronic documentation, and any updates, upgrades, and maintenance releases thereto. "You" means the natural person or the entity that is accessing the Software represented by the licensed login credentials. 2. GRANT AND USE RIGHTS FOR SOFTWARE. 2.1 License. The Software is licensed per user via subscription and not sold. Your login credentials for the Software represents one non-concurrent user-seat license. You may use this license from any device or location. Your license is a non-exclusive, non-transferable license, without rights to sublicense, to use the Utility Cloud Software for the purposes as set forth in the Software documentation. You may use the one user-seat License on one device at any given time. Any concurrent use of the Software on two or more devices is prohibited. 2.2 License Limitations. (a) You may not copy the Software; (b) You may not remove or modify any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software; (c) You may not transfer Your rights under this EULA or share user passwords or grant access to any other individual to use the Software for any purpose without AESC’s prior written consent; (d) You may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software; (e) You may not modify or create derivative works based upon the Software; and/or (f) You may not create, develop, license, install, use, or deploy any software or services to circumvent, enable, modify or provide access to permissions or rights which violate the technical restrictions of the Software or impinge in any way on AESC’s intellectual property or other rights.. You are not granted any rights to any trademarks or service marks of Utility Cloud. Utility Cloud as applicable; retain all rights not expressly granted to You in this EULA. 2.3 Restrictions. You may not (a) sell, lease, license, sublicense, distribute or otherwise transfer in whole or in part the Software to another party; (b) provide, disclose, divulge or make available to, or permit use of the Software in whole or in part by, any third party without AESC’s prior written consent. 2.4 Data Collection and Privacy. You agree that AESC may collect, use, store and transmit technical and related information about Your use of the Software which may include internet protocol address, hardware identification, operating system, application software, peripheral hardware, and non-personally identifiable Software usage statistics (“Collected Data”) to facilitate the provisioning of updates, support, invoicing or online services to You. All data associated with your account is your property. AESC stakes no claim to the data and agrees not distribute or sell any data associated with your accounts unless permitted by you in writing. AESC agrees that any data created by the OWNER shall remain their property and shall be made available to the OWNER within thirty (30) days following cancellation of service. AESC reserves the right to provide electronic access for the specific time period to allow the OWNER to download all data, as needed. Further AESC agrees to provide storage of data for a period of ninety (90) days following the cancellation of the subscription service. 2.5 Audit Rights. During the term of this EULA and for two (2) years after termination or expiration of the EULA or support and subscription services for the applicable Software, You grant AESC the right to audit your use of the Software, sufficient to provide evidence of compliance with the terms of this EULA. In the event that any such audit reveals an underpayment by You during the period being audited, or that You have breached any term of the EULA, then, in addition to paying to AESC any underpayments for Software licenses and Support and Subscription fees. 2.6 Copyright. You represent that any data files uploaded to the Software are in compliance with all associated copyright laws and regulations, and the You has the appropriate license or permission to use such data files. 3. TITLE. As between You and AESC, AESC retains all right, title, and interest in and to the Software and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. 4. FEEDBACK 4.1 Feedback. Any feedback You provide Utility Cloud relating to the Software or the Utility Cloud Platform, or any other technical information You provide to Utility Cloud, may be used for any Utility Cloud business purposes without restriction or compensation, including for product support and product development purposes. 5. TERMINATION AND CONTINUATION 5.1 Termination. Either party may terminate this EULA upon written notice to the other party. This EULA will terminate automatically, immediately, and without notice if You fail to comply with any term of this EULA. 5.2 Effect of Termination. In the event of termination, You must stop accessing the Utility Cloud suite of products, close all accounts, and destroy all copies of the documentation. Any obligations to pay fees incurred prior to termination of this EULA shall survive termination for any reason. 5.3 Continuation. From time to time, Utility Cloud may change the terms of this EULA. Utility Cloud will notify You of such change. Your continued use of the Software will indicate Your agreement to the change. 6. LIMITED WARRANTY AND LIMITATION OF LIABILITY 6.1 No Warranty. AESC and its licensors provide the software as-is and with all faults and expressly disclaim all warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any matter, including but not limited to performance, security, noninfringement of third party rights, integration, merchantability, quiet enjoyment, satisfactory quality or fitness for any particular purpose. 6.2 limitation of liability. To the maximum extent permitted by applicable mandatory law, in no event will AESC and its licensors be liable for any lost profits or business opportunities, loss of use, business interruption, loss of data, or any other indirect, special, incidental, or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the preceding limitation may not apply to you. AESC and its licensors liability under this EULA will not, in any event, exceed the license fees for the given year, if any, paid by you for the software licensed to you under this EULA. The foregoing limitations shall apply to the maximum extent permitted by applicable law, regardless of whether AESC or its licensors have been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose. AESC does not guarantee that the services will be performed error-free or uninterrupted, or that AESC will correct all services errors. You acknowledge that AESC does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. AESC is not responsible for any delays, delivery failures, or other damage resulting from such problems. 7. GENERAL 7.1 Entire Agreement. This Agreement sets forth AESC’s entire liability and Your exclusive remedy with respect to the Software and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between You and Utility Cloud with respect to the Software’s use, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software. Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected. 7.2 Governing Law. This EULA will be governed by North Carolina law and the United States of America, without regard to its choice of law principles. The United Nations Convention for the International Sale of Goods shall not apply. 7.4 Trademarks. Utility Cloud, Utility Badger, Utility Works, Utility Connect, are trademarks and/or registered trademarks of AESC in the United States and/or various jurisdictions. 7.5 Contact Information. If You have any questions about this EULA, or if You want to contact AESC for any reason, please direct all correspondence to: Advanced Enterprise Systems Corporation, 740 SE Greenville Blvd, Suite 400, Box 323, Greenville, NC 27858 or email info@myaesc.com. END USER LICENSE AGREEMENT END