SOFTWARE LICENSE AGREEMENT

1. Objective.
   This Agreement shall apply to software program(s) embodied in the downloaded file provided by Azbil (hereinafter referred to as the "Licensed Programs") and documents associated with the Licensed Programs (hereinafter the Licensed Programs and such associated documents are collectively referred to as the "Software"). The Software is licensed, not assigned. The Software is protected by intellectual property laws and treaties. Nothing in this Agreement constitutes a waiver of Azbil's rights under the Copyright Law of Japan or any other applicable laws of other nations.
2. Permitted Uses.
   1. In accordance with the Agreement, Azbil shall license the User non-exclusive, non-transferable and non-assignable right to use the Software for one (1) user on particular computer system (hereinafter referred to as the "Computer System"). Unless otherwise agreed in writing by Azbil, the Computer System shall be only one (1) computer managed by the User and used within a User's office or facility.
   2. In this Agreement, "right to use" the Software shall mean the right to use the Licensed Programs in a manner that the Licensed Programs and required data be installed and input in the Computer System, and it shall not include any right to change, modify, merge, translate or duplicate the Software.
   3. The User shall not sell, lease, rent, distribute or assign the Agreement or the Software or the right to use the Software, or sublicense the right to use the Software, to any third party without prior written approval given by Azbil. The User shall not transmit the Software from the Computer System to another computer system via network.
3. Duplication
   1. The User shall not duplicate any part or the entire part of the Software.
   2. Notwithstanding the provision of the Article 3.1, the User has the right to duplicate any part or the entire part of the Licensed Programs in only one (1) program-disk for the purpose of only using the duplication for back up.
   3. The ownership of the original Software and the copy duplicated by the User pursuant to the provision of the Article 3.2 shall belong to Azbil, provided, however, that the ownership of the media in which the copy is duplicated belongs to the User.
4. Prohibited Uses.
   1. The User shall make no attempt to dump, decompile, disassemble, or otherwise reverse engineer the Licensed Programs.
   2. The User shall recognize that any technologies, algorithms and processes incorporated with the Software are Azbil's confidential information, and the User shall not in any reason disclose or leak such information to any party except its limited employees authorized by the User to access.
5. Representation of Copyright
   The User shall not remove or delete any symbols or characters, which Azbil has placed or displayed in or on the Software or the Licensed Programs to represent its copyright. This also shall apply to the copies made pursuant to the Article 3.2 of this Agreement.
6. Intellectual Property Rights
   No title (including copy right) to or ownership of the Software is hereby transferred to the User, and title to all applicable patent, trademark and trade secret rights in and to the Software are and remain in Azbil.
7. Guarantee
   1. The User confirms and agrees that the User shall be solely responsible for any and all direct and indirect damages arising out of the use of the Software (loss of data, business interruption, claims from third parties, etc.) and risks thereof.
   2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AZBIL PROVIDED THE SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF FREE OF DEFECT, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND BUG AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
8. Limitation of Liability
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AZBIL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF AZBIL, AND EVEN IF AZBIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Export Controls.
   The User agrees to comply with the Foreign Exchange and Foreign Trade Control Law of Japan and the Export Administration Act of the United States of America and all applicable international and national laws and regulations that apply to the Software directly or indirectly.
10. Termination
    1. This Agreement becomes effective as of the date of installation of the Licensed Programs. The User may terminate this Agreement at any time by removing the Licensed Programs from the Computer System, and destroying the Software and all copies of it.
    2. This Agreement will automatically terminate if the User fails to comply with any condition of this Agreement.
    3. Upon the termination for any reason, the User shall cease all use of the Software. Further, the User shall remove and uninstall the Licensed Programs from the Computer System, and, under Azbil's order, destroy the Software and all copies of it.
    4. Regardless of termination of this Agreement, the provisions of the Article 3.3, 4, 5, 6, 7, 8, 9 and 11 hereof shall remain effective.
11. Miscellaneous Provisions.
    This Agreement will be governed by and construed in accordance with the laws of Japan. This is the entire agreement between the User and Azbil relating to the Software, and supersedes any prior agreement, purchase order, communication, advertising or representation concerning the Software. No change or modification to this Agreement shall be made without any written consent of Azbil.