THESE TERMS AND CONDITIONS SUPERCEDE ANY TERMS AND CONDITIONS THAT ARE ATTACHED OR PART OF ANY ORDER FORM OR PURCHASE ORDER UNLESS SPECIFICALLY ALLOWED OR SUPERCEDED BY WRITTEN CONTRACT WITH LYNXSPRING. PURCHASER MUST ACCEPT IN WRITING THESE TERMS AND CONDITIONS WITH EACH PURCHASE ORDER UNLESS THERE IS AN ACCEPTABLE WRITTEN CONTRACT BETWEEN PURCHASER AND LYNXSPRING.

Disclaimer and Purchased Representation. There can be no assurance whatsoever that control systems such as the Niagara Framework and related software (comprised of Hardware as defined below and related software or "Licensed Materials") will protect Purchaser, its customers, or any individual or his, her or their respective property from harm. Appropriate safety precautions must always be taken when operating or maintaining equipment connected to the Niagara Framework. Lynxspring assumes no responsibility or liability for any injury or damage to any persons or property resulting from the use by Purchaser or its customers of the Niagara Framework. Further, Purchaser represents and warrants that it shall take all appropriate precautions, establish appropriate procedures and post appropriate notices to ensure that persons and property are not harmed in the event of an error, malfunction or unexpected operation of the Niagara Framework. Unless Lynxspring has provided its express written consent, neither the Hardware nor Licensed Materials may be, and Purchaser shall make reasonable business efforts to ensure that they are not, used in any application in which the failure of the Hardware and/or Licensed Materials could lead to death, personal injury or severe physical or property damage (collectively, "High-Risk Applications"), including but not limited to the operation of nuclear facilities, mass transit systems, aircraft navigation or aircraft communication systems, air traffic control, weapon systems and direct life support machines. Lynxspring expressly disclaims any express or implied warranty or condition of fitness for High-Risk Applications.

Disclaimer of Software Warranty. LYNXSPRING & TRIDIUM LICENSES THE NIAGARA FRAMEWORK "AS IS" WITH NO OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND. LYNXSPRING SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LYNXSPRING, OR ITS AGENTS OR EMPLOYEES SHALL CREATE OR FORM THE BASIS OF ANY WARRANTY OF ANY KIND.

End User License Agreement. Use of the Licensed Materials by a Purchaser or Purchaser's customer is governed by the terms of a separate end user agreement included in all copies of Licensed Materials. The end user license agreement must be entered into before running the Niagara Framework.

Hardware Limited Warranty and Hardware Replacement Policy. Lynxspring warrants for 18-months from date of manufacture to Purchaser that the hardware components of the Niagara Framework, including but not limited to the JACE-4, JACE-5, and the JACE-NX (collectively, the "Hardware"), will be free from defects in material and workmanship. This warranty does not cover the product if it is damaged in the process of being installed or improperly used. This warranty does not cover replacement of Lynxspring's products damaged by abuse, accident, misuse, neglect, alteration, repair, disaster, improper installation, or improper testing. If the product is found to be defective, Lynxspring, at its option, will replace or repair the product at no charge provided that Purchaser delivers the product along with a Return Material Authorization (RMA) number (see below) with an explanation of any deficiency. If Purchaser ships the product, Purchaser must assume the risk of damage or loss in transit. Purchaser must use the original container (or the equivalent) to return the product. Repaired or replaced products will be returned at the same revision level as received or higher, at Lynxspring's option. Lynxspring reserves the right to replace discontinued product with an equivalent current generation product. Lynxspring assumes no responsibility for repairs made on the equipment, unless performed by Lynxspring authorized personnel. For materials furnished but not manufactured by Lynxspring, Lynxspring will pass through the warranty received from the manufacturer, as permitted, to the Purchaser.

THIS EXPRESS WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, EXPRESS OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

Purchaser's Remedies. The Purchaser's remedies with respect to equipment found to be defective in material or workmanship shall be limited exclusively to the right of repair or replacement of such defective equipment. IN NO EVENT SHALL LYNXSPRING BE LIABLE FOR CLAIMS (BASED UPON BREACH OF IMPLIED WARRANTY) FOR ANY OTHER DAMAGES, WHETHER DIRECT, IMMEDIATE, FORESEEABLE, CONSEQUENTIAL, OR SPECIAL OR FOR ANY EXPENSES INCURRED BY REASON OF THE USE OR MISUSE OF THIS EQUIPMENT WHICH DOES OR DOES NOT CONFORM TO THE TERMS AND CONDITIONS OF ANY CONTRACT RESULTING FROM THIS PROPOSAL.

Software Maintenance Agreements and Other Support. Software Maintenance Agreements provide Purchaser and Purchaser's customers access to all software upgrades released during the maintenance agreement period for the specified product. The Software Maintenance Agreements cover all interim service releases and major releases (example, Rev 2.2 to Rev 2.3, including all new features and functionality of the new release). New product releases (example, Rev 2.3 to NiagaraAX, when and if available) are not included as part of Software Maintenance Agreements. Purchaser has no implicit or implied right to upgrades other than through the Software Maintenance Agreements. Furthermore, Lynxspring has no obligation to provide any technical support to Purchaser or Purchaser's customers unless specifically agreed to in writing between Lynxspring and Purchaser.

Acceptance and Cancellation of Orders. Lynxspring reserves the right to reject, cancel or suspend any orders placed by Purchaser or refuse or delay shipment thereof if Purchaser fails to (i) place a valid order per the requirements of Lynxspring; (ii) make any payment as provided herein; (iii) meet commercially reasonable credit or financial requirements as determined by Lynxspring in its sole discretion; or (iv) otherwise comply with any terms or conditions stated herein or in any other agreement between Lynxspring and Purchaser. Each order is subject to a minimum billing charge of $50.00 (this clause does not apply to additions to an existing order).

Acceptance of Terms and Conditions. The terms and conditions as stated herein shall apply to each order accepted or shipped by Lynxspring hereunder. Any terms or conditions appearing on any order or confirmation that are different from or in addition to those required hereunder shall not be binding on the Parties, even if signed and returned, unless both Parties hereto expressly agree in a separate writing to be bound by such separate or additional terms and conditions.

Delivery of Hardware. Lynxspring will deliver each Hardware component directly to the Purchaser to the address specified in the shipping instructions on the purchase order received from the Purchaser. Lynxspring reserves the right to ship Hardware by any means it deems suitable. All shipments are F.O.B. carrier. Purchaser is responsible for all shipping charges in accordance with Lynxspring's then current shipping and billing practices. Risk of loss shall pass to Purchaser upon Lynxspring's delivery to the carrier.

Delivery of Licensed Materials. Lynxspring will deliver the Licensed Materials directly to the Purchaser referencing the Purchaser's Customer in an electronic file format by CD-ROM or such other means as determined by Lynxspring.

Export. Software, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Purchaser agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain such licenses to export, re-export, or import the Licensed Materials. Without limiting the generality of the foregoing, the Licensed Materials may not be downloaded, used, sold, resold, sublicensed, diverted, transferred, reshipped, or otherwise exported or re-exported:

• i. in, into or through any country designated as a terrorist supporting country by the U.S. government or any of its agencies;
• ii. in, into or through any country which the U.S. has an embargo or with which the U.S. or any of its agencies maintains comprehensive trade controls;
• iii. to or by a national or resident of the countries described in (i) or (ii); or
• iv. to or by any party included in the United States Department of Commerce's Denied Persons List, Entity List or Unverified List; or the United States Department of the Treasury's Specially Designated Nationals, Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic Traffickers, or Specially Designated Terrorists List; or the United States Department of State's Designated Foreign Terrorist Organizations or Debarred Persons List; or is otherwise designated by the U.S. government or any of its agencies as a party with which it is unlawful to do business.

Payment and Credit Terms. Payment terms are net-thirty (30) days from date of invoice. If Purchaser fails to pay amounts when due, late charges of the lesser of one point five percent (1.5%) per month or the maximum allowable under applicable law shall also become payable to Lynxspring. In addition, failure of Purchaser to fully pay any fees within sixty (60) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance by Lynxspring under this Agreement, and will be sufficient cause for immediate termination of this Agreement by Lynxspring. Any such suspension does not relieve Purchaser from paying past due fees plus interest and in the event of collection enforcement, Purchaser shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, court costs and collection agency fees.

Pricing Policy. Prices published herein are North American List Prices. Prices are subject to change without notice. Written quotations will be honored for 30 days from the date of quotation or as stated therein. Orders already entered and unshipped on the date of a price change will be invoiced at the prices on the date the order was received. Published prices are exclusive of standard common carrier freight costs. It is Lynxspring's policy to add actual freight incurred whether shipped from a Lynxspring regional office or from the home office manufacturing facility. Published prices do not include any additional services such as design layout, system drawings, installation drawings, job site labor, shop labor, airfreight or special delivery charges. All labor and expenses for such services will be charged at the rates prevailing at the time and place of occurrence. Published prices do not include duties or sales, use, excise or other similar taxes and shall be paid by Purchaser in addition to the stated price; or in lieu thereof, Purchaser shall provide Lynxspring with required tax exemption forms.

Returning Hardware. Before returning any Hardware, whether within or outside the Warranty Period, the Purchaser must contact Lynxspring and obtain a Return Material Authorization (RMA) number by calling Lynxspring's home office. If Lynxspring verifies the Hardware is defective, it will issue the Purchaser an RMA number to place on the outer package of the product. Lynxspring is under no obligation to accept any Hardware without an RMA number on the package. The Purchaser must provide the unit serial number, Project ID, and complete shipping address where the replacement unit is to be delivered. A purchase order number also is required and will be used to invoice the Purchaser for the replacement unit if the defective device is not returned to Lynxspring within 30 days.

Hardware and related installed software may be returned for a restocking fee if it is in an unopened and new condition. A restocking fee will be charged at 25% of the returned hardware cost and a 75% credit will be issued upon inspection and validation of the returned device. Software products sold separately may not be returned for credit.

For in-warranty devices, Lynxspring generally ships advanced replacement units, subject to product availability, within two business days, prepaid via UPS either standard overnight, 2nd day, 3rd day, or UPS Ground in accordance with the Purchaser's requirements. When the replacement unit arrives, the Purchaser is to re-pack the defective unit in the same box in which the replacement unit was shipped , and affix the enclosed, pre-paid shipping label over the original shipping label. The Purchaser must then take the re-packed box to any designated UPS drop-off. If Lynxspring does not receive the failed unit within 30 days from the shipment of the advanced replacement unit, Lynxspring will invoice the Purchaser for the replacement unit at full net price using the purchase order provided. Lynxspring will provide a 90 day warranty from the date of exchange or the balance of the original warranty period, whichever is longer.

For out-of-warranty devices, Lynxspring offers advance replacement units under its exchange program, subject to product availability. A Purchaser's purchase order is required to cover the exchange price and associated shipping charges. See the current Lynxspring price list for pricing of specific replacement units. If the failed unit is not received within 30 days after the replacement unit is shipped, Lynxspring will bill the Purchaser and Purchaser is obligated to pay for the replacement unit at full net price plus shipping charges. Lynxspring will provide a 90 day warranty from the date of exchange.

Shipping and Delivery Times.
All shipments are F.O.B. carrier. The Customer is responsible for all shipping charges in accordance with Lynxspring's current shipping and billing practices. Risk of loss shall pass to the Customer upon Lynxspring's delivery to the carrier.

Standard Delivery

• Initial Stocking Order is four weeks, after that 10 days for delivery from the receipt of a valid and complete order.

Rush Delivery

• Subject to product availability, will be confirmed at time of order.
• Lynxspring will bill an Expedite Rush Order Fee of $100 or 10% of the Hardware purchase price, whichever is greater, for any expedited order requested by a Purchaser for Licensed Materials and/or Hardware.
• Rush orders within the continental United States accepted by 10:00 a.m. Eastern Time will be shipped within two business days after receipt of a valid order via UPS next-day service at the expense of the Purchaser.
• Rush orders from outside the continental United States accepted by 10:00 a.m. Eastern Time will be shipped within two business days after receipt of a valid order via the best available method and the additional shipping charges will be billed to the Purchaser.