Conviron License and Warranties for Central Software and Hardware

(hereinafter “LICENSE AGREEMENT”)

SOFTWARE LICENSE

In this License Agreement, “Conviron” means Controlled Environments Limited, Controlled Environments Inc., Conviron Europe Ltd., Conviron Germany GmbH, Conviron Science and Technology (Shanghai) Co. Ltd., Conviron Asia Pacific PTY Ltd., or any of them, and includes the directors, officers, employees and agents of the said entities. “Purchaser” means the company, firm, individual or other party with whom Conviron contracts. “Software” includes any software which accompanies or forms part of any product sold by Conviron, including but not limited to software installed on or forming part of its environmental equipment or forming part of its Central Management system.

Software is the property of Conviron or its licensors and is protected by copyright law. While Conviron continues to own or be the licensee of the Software, the Purchaser will have certain rights to use the Software after the Purchaser’s acceptance of this License Agreement. Acceptance shall be deemed to have taken place when the Purchaser agrees to purchase or use any product acquired by Conviron. Except as may be modified by a license addendum which accompanies this License Agreement, the Purchaser’s rights and obligations with respect to the use of this Software are as follows:

THE PURCHASER MAY:
(i) use one copy of the Software on a single computer;
(ii) copy the Software onto the hard disk of a computer and retain the original for archival purposes; and
(iii) after written notice to Conviron, transfer the Software on a permanent basis to another person or entity, provided the Purchaser retains no copies of the Software and that the transferee agrees to be bound by the terms of this License Agreement. The Purchaser’s license shall be terminated at the time of transfer.

THE PURCHASER MAY NOT:
(i) copy the documentation which accompanies the Software;
(ii) sub-license, sell, rent, lease or assign any portion of the Software;
(iii) reverse engineer, decompile, disassemble, merge, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software; or
(iv) use a previous version or copy of the Software after having received a disk replacement set or an upgraded version of the Software as a replacement of the prior version.

SOFTWARE WARRANTY (hereafter “Software Warranty”)

Conviron warrants the Software and accompanying media for a period of ninety (90) days from the date of installation or one hundred and twenty (120) days from the date of shipment from the factory, whichever comes first (hereafter the “Software Warranty Period”), provided the Software is delivered by Conviron, or to a Conviron authorized distributor of agent. The Software Warranty, the terms of which are set forth below, applies only if the Purchaser is the original licensee of the Software. Conviron warrants that the media on which the Software is distributed will be free and clear from defects during the Software Warranty Period.

Conviron warrants that the Software, if unaltered, will conform to its program specifications during the Software Warranty period. The Software Warranty shall only apply where the Software is properly used on a machine for which it was designed. The Purchaser’s sole remedy in the event of a breach of this Software Warranty will be that Conviron shall, at its option, make the Software and/or media operate as warranted by making the necessary corrections or replacing the Software and/or media with functionally equivalent Software and/or media, or terminate the Software Warranty and this License Agreement and refund the money paid by the Purchaser to Conviron for the Software and/or media, upon return of all of copies of the Software. Conviron does not warrant that any other defect will be corrected or that the operation of the Software will be uninterrupted or error-free.

Conviron's obligations under this Software Warranty shall immediately cease in their entirety if the Software is improperly installed, abused, misused, neglected or altered, or if damaged by flood, fire, or any act of God. Any reconfiguration of the Software without the prior consent of Conviron shall be considered tampering and will void the Software Warranty in its entirety. Where the Software cannot perform properly due to conflicts with user installed software or hardware, this Software Warranty shall not apply.

WARRANTY FOR CENTRAL MANAGEMENT HARDWARE (hereafter “CM Hardware Warranty”)

Conviron warrants Central Management hardware and associated components (hereafter “CM Hardware”) against defects in components or parts for a period of twenty-four (24) months from the date of acceptance, or twenty-six (26) months from the date of shipment from the factory, whichever comes first (hereafter the “CM Warranty Period”). Conviron will replace or repair at its option, without charge, such defective parts or equipment. Freight and labor charges incurred in replacing or repairing defective parts are included in the coverage provided by this CM Hardware Warranty. The Purchaser is responsible for all customs and duty charges where applicable. Conviron shall not be liable for any loss or damage, including incidental or consequential, due to operational failure of the CM Hardware. Conviron’s obligations under this CM Hardware Warranty shall immediately cease in their entirety if the CM Hardware is improperly installed, or is in any way abused, misused, neglected, or altered, or if damaged by fire, flood, or acts of God, or if the serial number plate has been altered, defaced, or removed.

THE SOFTWARE WARRANTY AND THE CM HARDWARE WARRANTY ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

DISCLAIMER OF DAMAGES

In no event shall Conviron be liable for any special, consequential, indirect or similar damages, including but not limited to any lost profits or lost data arising out of the use or inability to use the Software or CM Hardware, even if Conviron has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the foregoing limitation or exclusion may not apply to you. In no case shall Conviron's liability exceed the purchase price for the Software and/or CM Hardware.

GENERAL

This agreement shall be governed by the laws of the Province of Manitoba, in Canada, with the courts of the Province of Manitoba having exclusive jurisdiction.

Spec. # SPEC-LICENSE | Rev.10165_26 | 31-May-2017