WebCTRL® On-Premises Software

Licensor: Automated Logic Corporation (“ALC”, “Licensor”)

IMPORTANT – READ CAREFULLY

This End User License Agreement (“EULA”) governs access to and use of the on-premises version of the WebCTRL building automation system software, including executable code, firmware, updates, and Documentation (collectively, the “Software”). By downloading, installing, copying, accessing, or using the Software, you (“Customer”) agree to be bound by this EULA. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity.

This EULA is a license agreement, not a sale. The Software is licensed, not sold. All rights not expressly granted are reserved by ALC.

1. definitions

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with ALC.

1.2 “Authorized Integrator” means (a) an ALC-authorized independent dealer, distributor, or systems integrator, or (b) an ALC wholly owned branch or field office, in each case authorized by ALC to sell, install, commission, or service the Software.

1.3 “Authorized Users” means Customer’s employees and contractors authorized by Customer to use the Software solely for Customer’s internal business purposes and who are bound by obligations no less protective than this EULA.

1.4 “Documentation” means ALC’s then-current user guides, technical manuals, specifications, release notes, lifecycle notices, and installation instructions made available with the Software.

1.5 “On-Premises Environment” means computing infrastructure (physical or virtual) that is owned, leased, or fully controlled by Customer and not hosted, managed, or operated by ALC or a third party on Customer’s behalf.

1.6 “Customer Data” means operational, configuration, alarm, trend, point, equipment, log, and metadata generated from Customer’s building automation systems and processed by or through the Software.

1.7 “Telemetry Data” means technical, diagnostic, and usage information generated by the Software, including logs, performance metrics, and license or activation status.

1.8 “Derived Data” means aggregated and/or de-identified data derived from Customer Data and/or Telemetry Data that does not identify Customer, a facility, or any individual.

2. SCOPE — ON-PREMISES ONLY.

2.1 On-Premises Limitation.

The Software may be installed and used solely within Customer’s On-Premises Environment and solely at Customer-controlled facilities.

2.2 No Hosted or SaaS Rights.

No rights are granted to use the Software as hosted software, software-as-a-service (SaaS), cloud service, managed service, or remote monitoring service operated by ALC or any third party, except under a separate written agreement executed by ALC.

2.3 Customer Control & Responsibility.

Customer is solely responsible for procurement, operation, security, maintenance, backup, redundancy, and availability of its On-Premises Environment.

2.4 Relationship to Master License Agreement.

This EULA governs only the installation, deployment, configuration, and use of the BAS on-premises software. Commercial terms, pricing, payment obligations, indemnification framework, governing law, venue, and other general contractual matters are governed by the applicable master software license agreement and Order Form into which this EULA is incorporated by reference. In the event of a conflict, this EULA controls solely with respect to the installation, deployment, and use of the BAS on‑premises software.

3. LICENSE GRANT.

Subject to Customer’s compliance with this EULA and any applicable license keys or technical controls, ALC grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for Customer’s internal building automation and facilities operations and solely as permitted under this EULA. Customer may make a reasonable number of backup copies solely for archival and disaster‑recovery purposes, provided all proprietary notices are reproduced.

4. CHANNEL MODEL; AUTHORIZED INTEGRATORS.

4.1 Sales and Delivery Model.

Customer acknowledges that the Software may be sold, delivered, installed, or serviced by an Authorized Integrator acting in its own capacity and not as ALC’s agent.

4.2 No Authority to Bind ALC.

No Authorized Integrator has authority to modify this EULA, grant additional license rights, or make warranties, representations, or commitments on behalf of ALC.

4.3 Separate Commercial and Services Terms.

Pricing, payment, project scope, professional services, warranties, support, or service-level commitments offered by an Authorized Integrator are governed solely by Customer’s agreement with that integrator.

4.4 ALC Field Offices.

Where the Authorized Integrator is an ALC wholly owned branch or field office, such entity acts as part of ALC for licensing purposes only; local commercial or services terms may still be documented separately.

5. LICENSE RESTRICTIONS.

Customer shall not, and shall not permit any third party to:

(a) copy, modify, translate, or create derivative works of the Software;

(b) reverse engineer, decompile, or disassemble the Software, except to the limited extent expressly permitted by applicable law notwithstanding this limitation;

(c) distribute, sublicense, rent, lease, host, outsource, or provide the Software for third-party benefit, service bureau, or managed services purposes;

(d) use the Software to develop or support a competing product;

(e) remove, alter, or obscure proprietary notices;

(f) bypass, disable, or circumvent license keys, activation, metering, or other technical controls; or

(g) deploy or use the Software outside the scope expressly licensed.

6. FIRMWARE AND EMBEDDED COMPONENTS.

Any firmware or embedded software delivered for use with ALC-approved hardware is licensed, not sold, and may be used only as incorporated into such hardware. Firmware may not be separated, copied, distributed, or used on any other device.

7. OPERATIONAL LIMITATIONS; NO LIFE-SAFETY USE.

7.1 No Life-Safety or Emergency Control.

The Software is not designed, listed, or certified as a life-safety, fire alarm, smoke control, emergency response, medical, nuclear, or other safety-critical system.

7.2 No Substitute for Engineering Judgment.

The Software does not replace professional engineering judgment, physical safeties, interlocks, commissioning, or regulatory compliance activities.

8. DATA; TELEMETRY; FEEDBACK.

8.1 Customer Data Ownership.

As between the parties, Customer retains ownership of Customer Data.

8.2 Limited License for Support.

Customer grants ALC a limited, non-exclusive, royalty-free license to use Customer Data solely to the extent Customer affirmatively provides such data for support, troubleshooting, diagnostics, security, or legal compliance.

8.3 Telemetry.

If enabled by Customer, ALC may collect and use Telemetry Data for security, diagnostics, analytics, license enforcement, and product improvement.

8.4 Derived Data.

ALC owns all rights in Derived Data.

8.5 Feedback.

Customer grants ALC a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate feedback or suggestions without restriction.

9. THIRD-PARTY SYSTEMS.

ALC is not responsible for third-party hardware, networks, software, integrations, data sources, or services, even if recommended or supported by an Authorized Integrator.

10. UPDATES.

ALC may provide updates, patches, or enhancements at its discretion. This EULA applies to all updates unless additional terms are presented with an update.

11. CONFIDENTIALITY.

The Software and Documentation are ALC’s confidential and proprietary information. Customer shall protect them using at least reasonable care and disclose them only to Authorized Users.

12. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” LICENSOR AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ACCURACY. LICENSOR DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THAT DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION CREATES A WARRANTY.

13. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) ALC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, PROFITS, OR BUSINESS INTERRUPTION; AND (b) ALC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS EULA OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNT PAID FOR THE SOFTWARE LICENSE. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF ANY TRANSACTION UNDER THIS EULA MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER CUSTOMER HAS KNOWLEDGE OF THE OCCURRENCE GIVING RISE TO THE CAUSE OF ACTION.

14. LICENSE COMPLIANCE AND AUDIT.

14.1 Verification Right.

ALC may verify Customer’s compliance with the scope of licenses granted under this EULA.

14.2 Method.

Verification may be conducted through written certification by Customer, review of deployment or license records reasonably requested by ALC, or a limited audit conducted remotely or onsite.

14.3 Notice and Frequency.

Any audit will occur no more than once in any twelve (12) month period, upon at least ten (10) business days’ prior written notice, during normal business hours, and in a manner that does not unreasonably interfere with Customer’s operations.

14.4 Findings.

If material non-compliance is identified, Customer shall promptly remedy such non‑compliance, including purchasing additional licenses if required. ALC may recover its reasonable audit costs only if the audit reveals material under-licensing.

15. THIRD-PARTY SOFTWARE; OPEN SOURCE; JAVA NOTICE.

15.1 Third-Party Software.

Customer acknowledges that software provided by third-party vendors (“Third-Party Software”) may be embedded in or delivered with the Software. The terms of this EULA and such other terms that Licensor may deliver with the Software apply to Customer’s use of such Third-Party Software. Third-Party Software vendors are intended third-party beneficiaries of this EULA with respect to their software. Customer may use Third-Party Software only with the Software and not on a stand-alone basis.

15.2 Publicly Available Software.

Portions of the Software may include software distributed under open source or publicly available licenses (“Publicly Available Software”). Customer’s use of Publicly Available Software is governed by the applicable license terms. Nothing in this EULA is intended to impose restrictions on Customer’s use of Publicly Available Software inconsistent with those licenses. The disclaimer of warranties and limitation of liability in this EULA apply to the Software as a whole, including Publicly Available Software included in the Software. Information about such Publicly Available Software, including source code and license agreements, is available at: https://www.controlj.com/opensourceindex.html.

15.3 Note on Java Support.

Sun Microsystems, Inc. has contractually obligated Licensor to make this disclaimer: THE SOFTWARE MAY CONTAIN SUPPORT FOR PROGRAMS WRITTEN IN JAVA. JAVA TECHNOLOGY IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL‑SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF JAVA TECHNOLOGY COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

16. U.S. GOVERNMENT LICENSE RIGHTS.

The Software is commercial computer software. If acquired by or on behalf of the U.S. Government, the Software is provided with the commercial license rights and restrictions described in this EULA in accordance with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable. Any use, duplication, or disclosure by the U.S. Government is subject to such restrictions.

17. EXPORT CONTROLS AND SANCTIONS.

The Software and related technology may be subject to U.S. and other applicable export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations ("EAR") and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control ("OFAC"). Customer shall not, directly or indirectly, export, re-export, transfer, or make available the Software or any related technology to any country, entity, or individual prohibited under applicable law, or for any prohibited end use, without obtaining all required governmental authorizations. Customer represents and warrants that it is not, and is not owned or controlled by, any entity or individual subject to economic sanctions or located in a comprehensively sanctioned jurisdiction. ALC may suspend or terminate access to the Software to the extent required to comply with applicable law or governmental order, without liability

18. TERMINATION.

This EULA terminates automatically upon Customer’s material breach. Upon termination, Customer must immediately cease all use of the Software and destroy or delete all copies in its possession or control.

19. GOVERNING LAW.

This EULA is governed by the laws of the State of Georgia, without giving effect to its conflict of law provisions. Each party consents to exclusive jurisdiction and venue in the state and federal courts located in the State of Georgia for disputes arising out of or relating to this EULA or the Software. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Customer acknowledges that unauthorized use or disclosure of the Software would cause irreparable harm and Licensor may seek injunctive or equitable relief in addition to any other remedies.

20. ENTIRE AGREEMENT.

This EULA constitutes the complete end-user license for the on-premises WebCTRL software. If the parties subsequently enter into a separate signed master agreement, appendix, data processing addendum, or support agreement, such agreement will control to the extent of any conflict.

Automated Logic Corporation
1150 Roberts Blvd.,
Kennesaw, Georgia 30144
USA

Last Updated: May 2026

A.1 Scope and Applicability

This Appendix A applies solely to on‑premises building automation system software licensed by Automated Logic Corporation, including associated tools, databases, graphics, sequences, and any embedded firmware (collectively, the “BAS Software”). The applicable branding, product naming, and product‑specific terms for the BAS Software are identified in the corresponding product or brand legal terms made available on Provider’s applicable legal webpage and incorporated into this Agreement by reference.

SaaS / Cloud Exclusion. Any cloud‑based, hosted, or software‑as‑a‑service building automation offerings, including cloud analytics, remote monitoring services, portfolio‑level dashboards, or hosted user interfaces, are expressly excluded from this Appendix A and are governed exclusively by the applicable BAS cloud or SaaS legal terms published on Provider’s corresponding product‑ or brand‑specific legal webpage, together with any applicable cloud order forms, product appendices, and data processing addenda.

A.2 BAS-Specific Scope Limitations.

The license granted under Section 3 of the Agreement for BAS Software is limited to:(a) use at the physical facilities or sites identified in the Order Form (each, a “Site”); (b) Customer’s internal building automation, monitoring, control, optimization, and facilities management purposes; and (c) use by Authorized Users.

A.3 Firmware.

Firmware embedded in Provider-provided controllers, routers, gateways, or field devices (“Firmware”) is licensed, not sold, and may be used only as incorporated into the specific Provider-approved hardware on which it is delivered. Customer shall not separate, copy, modify, distribute, sublicense, or use Firmware on any other device. Firmware updates, patches, or replacements provided by Provider are deemed part of the Firmware and subject to this Appendix A and the Agreement.

A.4 Installation; Commissioning; Environment.

(a) If Professional Services are Purchased. If an Order Form or SOW includes installation, configuration, commissioning, migration, integration assistance, or training, such services are governed solely by the applicable SOW.

(b) Customer Responsibilities. Customer will, at its expense, provide: (i) adequate network access and connectivity; (ii) server and related infrastructure meeting Provider’s specifications; (iii) all required third-party software, licenses, and configurations; and (iv) physical access to the Site(s) and equipment as reasonably necessary.

A.5 Third-Party Systems and Protocols.

Interoperability with third-party systems (e.g., BACnet/IP, Modbus, lighting, access control, energy systems, CMMS/ITSM, or other OT/IT platforms) may require additional configuration, fees, or third-party licenses. Provider does not warrant the availability, accuracy, security, or performance of any third-party systems or data sources.

A.6 Remote Access; Data Handling.

(a) Remote Access. Provider (or its authorized service provider) may access Customer’s systems remotely only with Customer authorization, and such access may be logged.

(b) DPA. To the extent Provider processes personal data on behalf of Customer in connection with BAS Software, the DPA applies.

A.7 BAS-Specific Restrictions; Life-Safety.

In addition to Section 5 (Use Restrictions) of the Agreement, Customer shall not deploy BAS Software at any Site not identified in the applicable Order Form.

A.8 Acceptance (BAS).

Unless an Order Form expressly provides otherwise, installation and commissioning (whether performed by Provider, Customer, or Customer’s integrator) constitutes acceptance of BAS Software for purposes of warranty start and support eligibility.

A.9 Limited Warranty (BAS).

(a) Software Conformity. For ninety (90) days after Acceptance, BAS Software will perform materially in accordance with the Documentation when used in supported environments.

(b) Exclusive Remedy. Customer’s exclusive remedy and Provider’s sole obligation for breach of this warranty is repair, replacement, or workaround, at Provider’s option.

(c) Exclusions. This warranty does not apply to issues caused by: (i) modifications not made or authorized by Provider; (ii) unsupported environments; (iii) third-party systems; (iv) Customer network issues; or (v) misuse or operation outside licensed scope.

A.10 Operational Disclaimer.

BAS Software outputs, analytics, alarms, and recommendations are advisory only and do not replace professional judgment, engineering review, commissioning validation, or compliance with applicable building codes, safety standards, or regulatory requirements. Customer remains solely responsible for operation, maintenance, safety, and regulatory compliance of its facilities and systems.

A.10A Audit and Usage Verification (BAS).

(a) Purpose. Provider may verify Customer’s compliance with the scope of licenses granted for BAS Software, including Site limitations, Authorized Users, and Firmware restrictions.

(b) Method. Verification may be conducted through one or more of the following, at Provider’s discretion: (i) written certification by Customer; (ii) review of deployment records, configuration files, or license information reasonably requested by Provider; or (iii) a limited audit conducted remotely or onsite.

(c) Frequency and Notice. Any audit will occur no more than once in any twelve (12) month period, upon at least ten (10) business days’ prior written notice, during normal business hours, and in a manner that does not unreasonably interfere with Customer’s operations.

(d) Confidentiality and Scope. Audits will be limited to information reasonably necessary to verify compliance and will be subject to Provider’s confidentiality obligations. Provider will not access Customer data unrelated to license compliance.

(e) Findings and Remedies. If an audit reveals material non-compliance, Customer shall promptly remedy such non-compliance, including purchasing additional licenses or Sites as required. Provider may recover its reasonable audit costs only if the audit reveals material under-licensing.

A.11 IP Indemnity (BAS).

Provider will defend and indemnify Customer against any third-party claim alleging that Customer’s authorized and unmodified use of the BAS Software infringes that third party’s U.S. patent, copyright, or trade secret rights, subject to: (i) Customer providing prompt written notice of the claim; (ii) Provider having sole control over the defense and settlement of the claim; and (iii) Customer providing reasonable cooperation at Provider’s expense.

The foregoing obligations do not apply to claims to the extent they arise from: (a) use of the BAS Software in combination with equipment, software, data, or processes not supplied or authorized in writing by Provider; (b) modifications to the BAS Software not made or authorized in writing by Provider; (c) use of the BAS Software other than in accordance with the Documentation; or (d) Customer’s specifications or other materials provided by Customer.

If the BAS Software becomes, or in Provider’s opinion is likely to become, the subject of an infringement claim, Provider may, at its option and expense: (1) procure for Customer the right to continue using the BAS Software; (2) replace or modify the BAS Software so that it becomes non-infringing while providing substantially equivalent functionality; or (3) if neither (1) nor (2) is commercially reasonable, terminate the affected licenses and refund to Customer the prepaid, unused fees.

A.12 Customer Indemnity (BAS).

Customer will defend, indemnify, and hold harmless Provider and its Affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Customer Data. Any Customer Data, including its accuracy, completeness, legality, and the manner in which it is collected, provided, processed, or used in connection with BAS Software;

(b) Misuse or Unauthorized Use. Customer’s use of BAS Software in violation of this Agreement, the Documentation, the applicable Order Form, or Provider’s written instructions;

(c) Unlawful Use. Customer’s use of BAS Software in violation of applicable laws or regulations, including building codes, safety requirements, data protection laws, export controls, or sanctions;

(d) Third-Party Systems. Any third-party systems, devices, data sources, integrations, or configurations supplied, selected, or controlled by Customer; and

(e) Customer Operations. The operation, maintenance, safety, or regulatory compliance of Customer’s facilities, equipment, or processes, including any claims for personal injury, property damage, or environmental harm, except to the extent caused by Provider’s gross negligence or willful misconduct.

A.13 Indemnification Procedures (BAS).

(a) Notice. The indemnified party shall provide the indemnifying party with prompt written notice of any claim for which indemnification is sought; provided that failure to give prompt notice will relieve the indemnifying party of its obligations only to the extent materially prejudiced.

(b) Control. The indemnifying party shall have the right to assume sole control of the defense and settlement of the claim using counsel reasonably acceptable to the indemnified party.

(c) Cooperation. The indemnified party shall provide reasonable cooperation at the indemnifying party’s expense.

(d) Settlement. The indemnifying party may not settle any claim in a manner that admits liability or imposes any obligation on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

A.14 Survival.

Sections of this Appendix A that by their nature should survive termination shall survive in accordance with the Agreement.

This Master Software License Agreement (this “Agreement”) is entered into between the entity identified as the licensor of the applicable Software in the corresponding product‑ or brand‑specific legal terms made available on Provider’s applicable legal webpage (the “Provider”) and the entity identified as “Customer” in the applicable Order Form.

This Agreement establishes a single contractual framework governing Customer’s access to and use of Provider-licensed software offerings, which may include, as applicable:

(a) on-premises building automation system software (“BAS Software”), licensed by Automated Logic Corporation;

(b) data center infrastructure management software made available under the Nlyte® brand (“DCIM Software”), the licensor of which is Automated Logic Corporation d/b/a Nlyte Software or Nlyte Software Limited, as identified in the applicable Nlyte product‑specific legal terms; and

(c) any optional integrations,

in each case regardless of whether such Software is ordered directly from Provider, through Provider-affiliated field offices, or via Provider-authorized resellers or channel partners.

1. STRUCTURE; INCORPORATED DOCUMENTS; PRECEDENCE

1.1 Agreement Structure.

This Agreement consists of:

• this Master Modular Software License Agreement;
• Appendix A – BAS On-Prem Software Terms (applies only if BAS Software is ordered);
• Appendix B – DCIM Software Terms (applies only if DCIM Software is ordered);
• Appendix C – Integration Addendum (applies only if integrations are enabled);
• one or more ordering documents or accepted eStore transactions referencing this Agreement (each, an “Order Form”);
• any applicable support and maintenance terms (“Support Terms”);
• any applicable statement of work (“SOW”) governing professional or implementation services; and
• any applicable data processing addendum (“DPA”).

Each Order Form incorporates this Agreement and only the Appendices applicable to the Software identified in such Order Form.

1.2 Order of Precedence.

In the event of a conflict, the following order of precedence applies:

1. Order Form (commercial terms only); 
2. Applicable product-specific EULA (solely with respect to Software installation, deployment, and use); 
3. Appendix C – Integration Addendum (if applicable); 
4. Appendix B – DCIM Software Terms (if applicable); 
5. Appendix A – BAS On‑Prem Software Terms (if applicable); 
6. DPA (solely with respect to Personal Data processing); 
7. Support Terms (solely with respect to Support Services); 
8. SOW (solely with respect to Professional Services); and 
9. this Agreement.

1.3 Channel Orders; No Dealer Authority.

Orders for Software may be placed through Provider’s authorized dealers, distributors, or field offices. Any such Order Form shall be deemed to incorporate this Agreement by reference. No dealer, distributor, field office, or other channel partner is a party to this Agreement and no such entity has authority to modify, amend, waive, or bind Provider with respect to any terms of this Agreement.

1.4 End User License Agreement

Each Provider‑licensed software offering covered by this Agreement is subject to an applicable end user license agreement (“EULA”) that governs the installation, deployment, configuration, and use of such software. The applicable EULA for a given Software product is identified in, and made available through, Provider’s applicable product‑ or brand‑specific legal webpage and is incorporated into this Agreement by reference.

2. DEFINITIONS AND NORMALIZED TERMINOLOGY

For purposes of this Agreement:

2.1 “Authorized Locations” means the sites, facilities, data centers, or environments identified in the applicable Order Form where the Software may be deployed or accessed.

2.2 “Authorized Users” means Customer’s employees and contractors authorized by Customer to access and use the Software solely for Customer’s internal business purposes and who are bound by obligations no less protective than this Agreement.

2.3 “Documentation” means Provider’s then-current user guides, technical manuals, specifications, lifecycle notices, and installation instructions made available for the Software.

2.4 “Licensed Capacity” means the usage limits applicable to DCIM Software as specified in the Order Form or Appendix B.

2.5 “Order Form” means an ordering document, quote, or accepted eStore transaction that identifies the Software, license type, quantities or capacity, fees, and term.

2.6 "Provider" means, with respect to a given Software, the legal entity identified as the licensor of such Software in the applicable product- or brand-specific legal terms published on Provider’s applicable legal webpage, as incorporated into this Agreement by reference. For clarity, licensor identity is determined by the applicable product- or brand-specific legal webpage and not by the Order Form or issuing dealer.

2.7 “Software” means, collectively, the BAS Software and/or DCIM Software licensed under this Agreement, as identified in an Order Form. All references to “Customer” are inclusive of permitted Affiliates only if expressly identified in the applicable Order Form.

3. MASTER LICENSE GRANT

3.1 License Grant.

Subject to Customer’s compliance with this Agreement and the applicable Order Form, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely for Customer’s internal business operations and solely as permitted under the applicable Appendix. All Software is licensed, not sold. No ownership interest is conveyed.

3.2 Reservation of Rights.

All rights not expressly granted are reserved by Provider and its Providers.

4. DELIVERY; ACTIVATION; TECHNICAL CONTROLS

Delivery occurs when Provider provides access credentials, license keys, certificates, or activation materials, regardless of whether Customer installs or activates the Software. Use of the Software may require ongoing compliance with technical controls, metering, or activation mechanisms. Customer shall not bypass, disable, interfere with, or circumvent any technical controls. Any such action constitutes a material breach.

5. USE RESTRICTIONS (GLOBAL)

Customer shall not, and shall not permit any third party to: (a) copy, modify or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software except to the limited extent required by law; (c) sublicense, rent, lease, host, or provide the Software as a service bureau, managed service, or for third-party benefit; (d) use the software to develop or support a competing product; (e) remove or obscure proprietary notices; or (f) deploy or use the Software outside the scope expressly licensed.

6. DATA; TELEMETRY; PRIVACY

6.1 Customer Data.

As between the parties, Customer owns its operational data. Customer grants Provider a limited right to process such data solely to deliver, support, secure, enforce licensing for, and improve the Software.

6.2 Telemetry and Analytics.

Provider may collect technical, diagnostic, and usage data, including in aggregated or de‑identified form, for security, support, analytics, license enforcement, and product improvement.

6.3 Data Protection.

To the extent Provider processes Customer Personal Data on behalf of Customer as a processor, service provider, or equivalent role under applicable data protection laws (including GDPR, UK GDPR, and U.S. state privacy laws), the parties agree that Provider’s then current Data Processing Addendum (“DPA”) shall apply and is hereby incorporated by reference into this Customer Agreement.

7. INTELLECTUAL PROPERTY

Provider retains all right, title, and interest in and to the Software, Documentation, telemetry, analytics, configurations, models, derivatives, and improvements. Customer grants Provider a perpetual, royalty-free license to use feedback without restriction.

8. WARRANTIES; DISCLAIMERS

EXCEPT AS EXPRESSLY STATED IN AN APPLICABLE APPENDIX, THE SOFTWARE IS PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, PROFITS, OR BUSINESS INTERRUPTION; AND (B) PROVIDER’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID FOR THE APPLICABLE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

Each party’s indemnification obligations are set forth in the applicable Appendix. Customer shall indemnify Provider for misuse, unauthorized deployment, or violation of law.

11. AUDIT

Provider may audit Customer’s use of the Software upon reasonable prior notice to verify compliance with license scope and capacity.

12. FEES; PAYMENT; LATE PAYMENTS

Fees are specified in the applicable Order Form. Unless otherwise stated, invoices are due within thirty (30) days of receipt. Late payments may accrue interest at the maximum rate permitted by law and may result in suspension of licenses or services.

13. TERM; TERMINATION

Perpetual licenses remain in effect unless terminated for material breach. Subscription licenses expire per the Order Form. Upon termination or expiration, Customer shall cease use and delete all copies of the Software.

14. EXPORT; REGULATORY; SAFETY

14.1 Regulatory Compliance.

Customer represents and warrants that it will use the Software in compliance with all applicable laws and regulations. Customer is solely responsible for determining whether the Software is suitable for Customer’s regulated environment or use case.

14.2 No Life-Safety or Critical Control Use.

Unless expressly authorized in writing by Provider, the Software is not designed, intended, or certified for use in life-safety, emergency response, medical, nuclear, hazardous, or other safety-critical or mission-critical systems where failure could result in death, personal injury, or environmental damage. Customer assumes all risk for any unauthorized use in such environments.

14.3 Export Controls and Sanctions.

The Software and related technology may be subject to U.S. and other applicable export control and economic sanctions laws, including the U.S. Export Administration Regulations (“EAR”) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Customer shall not, directly or indirectly, export, re-export, transfer, or make available the Software to any prohibited country, entity, or individual, or for any prohibited end use, without all required governmental authorizations.

14.4 Restricted Parties.

Customer represents that it is not, and is not owned or controlled by, any entity or individual that is the subject of economic sanctions or located in a comprehensively sanctioned jurisdiction. Customer shall ensure that authorized users comply with this Section.

14.5 Suspension for Compliance.

Provider may suspend or terminate access to the Software to the extent required to comply with applicable law, regulation, or governmental order, without liability.

15. GOVERNING LAW

This Agreement is governed by is governed by the laws set forth below, without regard to conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG):

Americas: For Customers with their principal place of business in North America, Central America, or South America, this EULA is governed by the laws of the State of New York, United States of America. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of New York.

Europe, Middle East, and Africa (EMEA): For Customers with their principal place of business in Europe, the Middle East, or Africa, this Agreement is governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

Asia-Pacific (APAC): For Customers with their principal place of business in the Asia‑Pacific region, this Agreement is governed by the laws of Singapore. The courts of Singapore shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

Last updated: May 2026