PLEASE READ THIS AGREEMENT (the “Agreement”) AND INDICATE YOUR ACCEPTANCE BY CLICKING THE "I ACCEPT/AGREE" BUTTON AT THE BOTTOM OF THIS WEB PAGE. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. YOU MAY NOT USE THE AUTOMIST SOFTWARE UNLESS YOU ACCEPT THE TERMS OF THIS LICENSE.

WHEREAS, Plumis, a UK limited liability company, located at Unit 4, Phoenix Trading Estate, Bilton Rd, Perivale, UB6 7DZ UNITED KINGDOM (“Licensor” or “Plumis”) is the legal owner of all the right to and in the Automist system (the “Automist System” as further defined in the Design, Installation, Operation and Maintenance (DIOM) Manual (the “DIOM”));

WHEREAS, one of the responsibilities of the Automist System installer (the “Installer” or the “Licensee”) is to design the Automist System working plan (the “Working Plan”) according to the rules conveyed thereto during the course of instruction on Automist System installation, and also as set forth in the DIOM;

WHEREAS, terms of DIOM, and Automist Installer Certification, Indemnification, Release and Waiver are hereby incorporated by reference, and form a part of this Agreement;

WHEREAS, Licensor is the rightholder to the software that provides tools assisting in the design of such Working Plans (the “Software”);

WHEREAS, Licensor desires to grant Licensee the right to use the Software for certain limited purposes described below exclusively related to designing the Working Plan.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:

1. LICENSE GRANT. Licensor grants to Licensee a revocable, unlimited, perpetual, nonexclusive, and nontransferable license without the right to grant sublicenses to use the Software for the purposes of, and subject to, the restrictions set forth herein. Licensee may use the Software solely for the purpose of designing the Working Plan in relation to the installation of the Automist System. For the purposes hereof, “use” by Licensee shall not include access and use by third parties not authorized by Licensor, either at any locations or remotely over the Internet. Rights not expressly granted herein are expressly prohibited. Installer acquires only the right to use the Software as specified herein, and all right, title and interest in the Software will at all times remain the property of Licensors.

2. Restrictions. Licensee must use the Software only in a manner and for the purposes for which the Software was designed. Further, the rights granted under this Agreement are subject to the following restrictions: (a) Installer shall not commercially exploit the Software in any manner, including without limitation: hosting, distributing, selling, renting, leasing, licensing, transferring, or assigning Software, Automist System, or Working Plan, provided that Working Plan can be shared with the owner of the property, where the Automist System is going to be installed; (b) Installer shall not modify the Software in any manner, including without limitation, reverse compiling or reverse engineering in whole or in part, making derivative works, or disassembling any part of the Software; (c) Installer agrees not to engage in, cause or permit the decompilation or any similar manipulation of the Software; (d) Installer shall not access the Software in order to build a like or product or service competitive to Automist System; and (e) except as expressly stated herein, no part of the Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. All future releases, updates, or other enhancements to functionality of the Software shall be subject to the terms of this Agreement. All copyright and any other proprietary notices on any Software content must be retained on all copies thereof. Violation of these restrictions may result in termination of this Agreement.

3. LICENSEE REPRESENTATIONS AND WARRANTIES: Licensee warrants and represents as follows:

(a) As the designer, Licensee is solely responsible for ensuring that all designs and plans created using Software comply with applicable laws, codes, regulations, and standards. It is solely Licensee’s duty to verify that all aspects of the design, including but not limited to Working Plans design, meet the specific requirements of the particular project and jurisdiction.

(b) It is the Licensee’s sole responsibility to ensure that all designs and installations are carried out in accordance with DIOM and relevant standards.

(c) Licensee shall always confirm with the responsible person or authority having jurisdiction (AHJ) the areas which require suppression coverage and that Automist System is appropriate for the given risk.

(d) Licensee acknowledges and understands that the accuracy and completeness of the designs, including but not limited to Working Plans design, depend on the data and input provided by Licensee.

(e) Licensee acknowledges and understands that Software is intended to aid designers in following installation guidelines. It is designed to assist but does not replace the need for thorough review, verification of distances on-site, and adherence to best practices as outlined in DIOM.

(f) Licensee shall notify Licensor in writing of any material defect Licensee believes exists in Software, and Licensee shall provide to Licensor all information known or reasonably available to Licensee regarding the alleged defect.

(g) Licensee shall be solely responsible for the supervision, management, and control of its use of Software, including, but not limited to (a) assuring proper configuration of equipment or devices; (b) establishing adequate operating methods; and (c) implementing procedures sufficient to satisfy its obligations for security under this Agreement, including appropriate action between it and any third parties to prevent misuse, unauthorized copying, modification, or disclosure of Software.

4. DISCLAIMER. LICENSOR AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

5. LIMITATION OF LIABILITY. LICENSOR SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, STATUTORY, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY SORT, EVEN IF LICENSOR HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, (a) ANY DAMAGES FOR LOST PROFITS, OR (b) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA. UNDER NO CIRCUMSTANCE SHALL LICENSOR BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE FEES PAID BY LICENSEE TO LICENSOR FOR THE RIGHT TO USE THE AUTOMIST SYSTEM THAT IS THE SUBJECT OF A WARRANTY OR INFRINGEMENT CLAIM. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY ACTION OR REMEDY BEYOND THOSE DESCRIBED IN THIS AGREEMENT.

6. INDEMNITY. Licensee shall be solely responsible for, and shall indemnify, defend, and hold Licensor free and harmless from all damages, liabilities, charges, and expenses (including reasonable attorneys' fees) from all claims, lawsuits, or other proceedings arising out of or relating to (i) Licensee's use of Software in a manner not permitted by this Agreement, not permitted by Licensor, or not in conformance with Licensor’s requirements, (ii) the acts or omissions of Licensee, its employees, and agents and all persons or entities who have access through Licensee to the Software, (iii) any breach or claimed breach by Licensee of its representations, warranties, and/or obligations under this Agreement, (iv) any deviations, inaccuracies, or errors in the designs produced using Software, (v) failures to follow DIOM, or (vi) relating to an infringement of any right resulting in any way from the use of Software with other software or materials not licensed to Licensee by Licensor.

7. TERM, TERMINATION. The Term of the license granted herein equals the term of the DIOM training, and time thereafter for as long as the Installer uses Automist System pursuant to terms governing thereof to design Working Plan. Licensor has the right to terminate this Agreement for cause (i) upon TEN (10) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the Licensee becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

8. CONFIDENTIALITY. To the extent permitted by Delaware law, except pursuant to its use of the Software as specifically permitted herein, Licensee agrees to hold Software in strict confidence and not to disclose Software to any third parties or use it for any purpose, without the prior written consent of Licensor. Licensee agrees to keep the terms and conditions of this Agreement confidential, and will only disclose its contents to its employees and professional advisors, or as otherwise required to enforce its rights hereunder.
Both parties shall maintain as confidential and shall not disclose (except to employees, accountants, attorneys, advisors, outsourcers, and third-parry services providers of recipient with a need to know in connection with recipient’s performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than the performance of this Agreement, any information which relates to the other party’s business affairs, trade secrets, technology, research, development, pricing, or terms of this Agreement (“Confidential Information”) and each party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized, negligent or inadvertent use, disclosure, or publication thereof. Breach of this Section 8 may cause irreparable harm and damage, thus in addition to all other remedies available at law or in equity, the injured party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The recipient shall be liable to the disclosing party for any use or disclosure in violation of this Section by it or its affiliates, employees, third-party service providers and other related panics.
Each party’s obligations of non-disclosure and non-use with respect to such Confidential Information will terminate and the disclosing party will not be liable for disclosures or other use with respect to such information that (i) enters into the public domain without breach of this Agreement; (ii) was known to the receiving party at the time of disclosure, (iii) is independently developed by the other party without reference to the Confidential Information, (iv) is received by receiving party without restriction from a third party which is not under an obligation of confidentially to the disclosing party; or (v) the recipient receives written permission from the disclosing parry for the right to disclose any Confidential Information.

9. MISCELLANEOUS

(a) Relationship of the Parties. The parties hereto are and shall remain independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, or agency relationship between the parties. Neither party shall have the right to obligate or bind the other party in any manner to any third party.

(b) Assignment/Sublicense. Licensee shall not, directly or indirectly, by operation of law or otherwise, transfer or assign Software or this Agreement, or transfer, assign, or sublicense any license rights granted hereunder, in whole or in part, without having secured the prior written consent of Licensor, which consent shall be at Licensor’s sole discretion. Any attempted assignment in violation of this Section 9(b) shall be void.

(c) Export Controls. Each Party to this Agreement acknowledges its obligations to control access to Technical Data (as defined by the U.S. Department of Commerce, Office of Export Administration) under the U.S. Export Control Laws and Regulations and agrees to adhere to all applicable U.S. Export Control Laws and Regulations with regard to any Technical Data received under this Agreement.

(d) Compliance with Laws. Each party shall comply with all applicable state, federal, and local laws, executive orders and regulations in the performance of its obligations under this Agreement.

(h) Integration. This Agreement, including DIOM incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between them, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be supplemented, explained, or interpreted by any evidence of trade usage or course of dealing.

(i) Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party, nor shall any such waiver, if made, constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement.

(j) Force Majeure. Neither party shall be liable to the other by reason of any failure of performance hereunder (except obligations to pay) if such failure arises out of causes beyond such party's reasonable control, despite the reasonable efforts, and without the fault or negligence of such Party. A Party experiencing such an event shall give as prompt notice as possible under the circumstances.

(k) Fees and Expenses. If either Party institutes an action to enforce this Agreement or any of its terms, the prevailing Party shall also be entitled to recover all of its costs, expenses, and reasonable attorneys' fees.

(l) Authority to Contract. Each Party represents that it has the full power and authority to enter into this Agreement and to convey the rights herein conveyed.

(m) SURVIVAL. The provisions of Sections 3, 4, 5, 6, 8, and 9 hereof will survive any termination hereof indefinitely.

(n) Jurisdiction and Venue. Should any claim or controversy arise between the parties under the terms of this Agreement or in furtherance of this Agreement, such claim or controversy shall be resolved only in the state or federal courts of the state of Delaware, and said state and federal courts for the State of Delaware shall be the only appropriate jurisdiction and venue therefore. Licensee hereby submits to said jurisdiction and venue.

(o) Governing Law. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of Delaware. The Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

(p) Severability. If any provision of this Agreement is held invalid or unenforceable under any applicable law, such invalidity or unenforceability will not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, and this Agreement shall be construed as if said invalid or unenforceable provision had not been contained herein.