RAPIDHA DESKTOP SOFTWARE LICENSE AGREEMENT

This RapidHA Desktop Software License Agreement ("Agreement") is a legally binding agreement between you (either an individual or entity, as applicable) ("You" or "Your") and MMB Research Inc. ("MMB") and is entered into for good and valuable consideration. RapidHA Desktop comprises either or both of RapidSE Desktop, and/or RapidHA Desktop. Please read the following terms and conditions carefully before installing and using either the RapidSE Desktop or RapidHA Desktop Software ("Software"). They define Your rights and obligations with respect to the Software. If You do not agree with any of the provisions of this Agreement, do not install or use the Software.

THIS SOFTWARE IS PROVIDED FOR INTERNAL EVALUATION AND TESTING PURPOSES ONLY AND ALONG WITH THE MMB RAPIDHA USB STICKS OR RAPIDHA DEVELOPMENT BOARDS PURCHASED FROM MMB OR AN MMB AUTHORIZED RESELLER ("RAPIDHA MODULES") AND/OR OTHER ZIGBEE COMPLIANT DEVICES ("ZIGBEE DEVICES") IN A NON-PRODUCTION ENVIRONMENT. INSTALLING AND USING THE SOFTWARE INDICATES YOUR AGREEMENT WITH AND ACCEPTANCE OF ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. AN INDIVIDUAL WHO DOES NOT HAVE AUTHORITY TO BIND THE ENTITY USING THE SOFTWARE SHOULD NOT USE THE SOFTWARE WITHOUT OBTAINING APPROVAL OF THIS AGREEMENT FROM A PERSON HAVING SUCH AUTHORITY. MMB MAY AT ANY TIME AND AT ITS SOLE ELECTION REPLACE, MODIFY, ALTER, IMPROVE, ENHANCE, OR CHANGE THE SOFTWARE.

1.                    Limited License. Subject to the terms and conditions of this Agreement, and in consideration for the payment of the applicable license fees to MMB, MMB hereby grants You, during the term of this Agreement, a limited, non-exclusive, non-sublicenseable, and non-transferable license solely to use the Software: (i) for Your internal evaluation in combination with the RapidHA Modules and ZigBee Devices; and (ii) to assist in Your development and enhancement of Your smart meter device(s), or other similar device(s) authorized by MMB, that can communicate with the RapidHA Modules using the MMB Serial Protocol ("MMB Protocol"); in each case in accordance with MMB's standard and published user and reference guides and documentation ("Documentation"). Use of this Software is restricted to the installation and execution of the Software on one (1) workstation and for one (1) user only. You may not have more than one (1) user install and use the Software unless a license has been offered by MMB and purchased by You for such additional users. You acknowledge that certain third party software included in the Software is not owned by MMB. All Your rights to use such third party software and warranties thereof, if any, shall be governed by the terms and conditions of the agreement for such third party software between MMB and the applicable third party.

2.                    Restrictions on Use. For clarity, You shall not: (I) use or copy the Software, including without limitation any MMB Protocol data generated through use of the Software, except as permitted under the foregoing license grant or to make one (1) copy for archival or backup purposes; (II) reverse engineer, modify, disassemble, decompile, translate or convert into human readable form, or otherwise attempt to derive source code from the Software; (III) use the Software or MMB Protocol to design or develop, or have designed or developed for You or on Your behalf, any software and/or hardware device that competes with the MMB RapidHA line of products; (IV) permit any access to the Software in any form to any party other than Your licensed users; or (V) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Software.

3.                    Intellectual Property Rights. The Software is owned by MMB and is protected by Canadian and international copyright laws and treaty provisions. This Software license is not a sale and does not transfer to You any title or ownership interest in or to the Software or any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related to the Software. All right, title and interest, including without limitation, all worldwide patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights, in and to the Software, the MMB Protocol, and all derivatives of the foregoing, remains and shall remain with MMB. You shall not remove, alter, or obscure any proprietary notices contained on or within the Software, and any storage media containing the Software, and shall reproduce such notices on any copy of the Software.

4.                    Confidential Information. You agree not to use (except as expressly permitted under the license granted in Section 1), or disclose to any third party, the Software, the MMB Protocol, or any information regarding the design, function, or test results of the Software or the MMB Protocol, or any other know-how, technical data or other information, which relates to the Software (collectively, "Confidential Information"). Any suggestions, comments or other feedback provided with respect to the Software by You is and shall be given entirely voluntarily and shall not create any confidentiality obligation for MMB who shall be free to use such feedback without restriction. The parties understand, however, that Confidential Information shall not include any information that You can show (i) is already public knowledge without breach of any confidentiality obligation, (ii) was known to You as shown by Your files and records prior to the time of disclosure by MMB, or (iii) is hereafter rightfully furnished to You by a third party without restrictions on disclosure and without breach of any confidentiality obligation. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information, which measures shall include the highest degree of care that You utilize to protect Your own Confidential Information of a similar nature. You agree to notify MMB in writing of any misuse or misappropriation of Confidential Information which may come to Your attention.

5.                    DISCLAIMER. THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS. MMB MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THIS AGREEMENT AND EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.                    Termination. MMB may terminate this Agreement and the license granted hereunder at any time, upon written notice, if You fail to comply with any of the terms and conditions of this Agreement. Within five (5) days of the date of a request from MMB, You shall return or destroy and provide written officer certification in relation thereto, at MMB's discretion, all copies of the Software and any related materials, or MMB may in its discretion attend at Your site to effect compliance with the foregoing. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive termination of this Agreement.

7.                    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW, IN NO EVENT WILL MMB BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA OR USE OR PROFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE USE OF THE SOFTWARE, HOWEVER CAUSED AND WHETHER BASED IN BREACH OF WARRANTY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF MMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MMB'S MAXIMUM AND AGGREGATE LIABILTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE TO MMB. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MMB'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8.                    Remedies. You agree that Your obligations provided under this Agreement are necessary and reasonable in order to protect MMB and its business, and You expressly agree that monetary damages would be inadequate to compensate MMB for any breach by You under Sections 1, 2 or 4. Accordingly, You agree and acknowledge that any such violation or threatened violation would cause irreparable injury to MMB and that, in addition to any other remedies that may be available, in law, in equity or otherwise, MMB shall be entitled to obtain injunctive relief against such threatened breach or the continuation of any such breach by You, without the necessity of proving actual damages and without posting security.

9.                    Support and Consulting Services. Any support or consulting services requested from MMB will be charged to You at MMB's standard hourly rates or pursuant to MMB's form of Professional Services Agreement entered into by You and a duly authorized representative of MMB.

10.                    Miscellaneous. This Agreement is the entire agreement between the parties relating to the subject matter hereof and may only be modified in writing signed by both parties. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein without reference to conflicts of law principles. In any dispute arising out of this Agreement, MMB and You each consent to the jurisdiction of the provincial and federal courts in the City of Toronto, Province of Ontario, and agree to bring any actions arising out of this Agreement in such courts. If any provision of this Agreement is held unenforceable, the remainder of this Agreement will continue in full force and effect. No waiver of this Agreement shall be binding unless executed in writing by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. This Agreement may be delivered by facsimile or similar transmission, and a facsimile or similar transmission evidencing execution shall be effective as a valid and binding agreement between the parties for all purposes.

Acceptance of this license agreement is a requirement of using this kit and receiving support from MMB Research. You acknowledge that you have read this Agreement, that you understand it, and that you agree to be bound by all its terms and conditions by utilizing the materials and/or products in this kit, installing the RapidHA Desktop software, and/or registering your software and/or kit with MMB Research.

MMB SERIAL PROTOCOL DOCUMENTATION LICENSE AGREEMENT

This MMB Serial Protocol Documentation License Agreement ("Agreement") is a legally binding agreement between you (either an individual or entity, as applicable) ("You" or "Your") and MMB Research Inc. ("MMB") and is entered into for good and valuable consideration. Please read the following terms and conditions carefully before downloading, reading or using the MMB Serial Protocol Documentation ("Documentation"). They define Your rights and obligations with respect to the Documentation. If You do not agree with any of the provisions of this Agreement, do not download, read or use the Documentation.

THIS DOCUMENTATION IS PROVIDED SOLELY TO ASSIST YOU IN YOUR INTERNAL DEVELOPMENT AND ENHANCEMENT OF HOME AREA NETWORK DEVICES AND SIMILAR DEVICES AUTHORIZED BY MMB ("DEVICES") SO THAT THEY CAN COMMUNICATE WITH MMB'S "RAPIDHA" SOFTWARE ("RAPIDHA") USING THE PROPRIETARY MMB SERIAL PROTOCOL ("MMB PROTOCOL"). DOWNLOADING THE DOCUMENTATION INDICATES YOUR AGREEMENT WITH AND ACCEPTANCE OF ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. AN INDIVIDUAL WHO DOES NOT HAVE AUTHORITY TO BIND THE ENTITY DOWNLOADING THE DOCUMENTATION SHOULD NOT USE THE DOCUMENTATION WITHOUT OBTAINING APPROVAL OF THIS AGREEMENT FROM A PERSON HAVING SUCH AUTHORITY. MMB MAY AT ANY TIME AND AT ITS SOLE ELECTION REPLACE, MODIFY, ALTER, IMPROVE, ENHANCE, OR CHANGE THE DOCUMENTATION OR THE MMB PROTOCOL.

1.                    Limited License. Subject to the terms and conditions of this Agreement, and in consideration for the payment of the applicable license fees to MMB, MMB hereby grants You, during the term of this Agreement, a limited, non-exclusive, nonsublicenseable, and non-transferable license solely to internally use the Documentation to assist in Your development and enhancement of Your Devices so that they can communicate with RapidHA using the MMB Protocol. You may only keep one (1) electronic copy of the Documentation on one designated computer and may only print one (1) copy of the Documentation for the foregoing licensed uses.

2.                    Restrictions on Use. You shall: (a) hold the Documentation in confidence; (b) not provide, permit access to, or make available the Documentation to any person except to Your employees on a "need to know" basis; (c) not reproduce or copy the Documentation in whole or in part except as expressly authorized under this Agreement or to make one (1) copy for archival or backup purposes; (d) not use the Documentation or MMB Protocol to design or develop, or have designed or developed for You or on Your behalf, any software and/or hardware device that competes with the RapidHA or related line of products; and (e) not sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Documentation.

3.                    Intellectual Property Rights. The Documentation and MMB Protocol are owned by MMB and is protected by Canadian and international copyright laws and treaty provisions. The Documentation and MMB Protocol are provided to You subject to license and this is not a sale and does not transfer to You any title or ownership interest in or to the Documentation or MMB Protocol or any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related to the Documentation or MMB Protocol. All right, title and interest, including without limitation, all worldwide patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights, in and to the Documentation, the MMB Protocol, and all derivatives of the foregoing, remains and shall remain with MMB. You shall not remove, alter, or obscure any proprietary notices contained on or within the Documentation, and any storage media containing the Documentation, and shall reproduce such notices on any permitted copy of the Documentation.

4.                    Confidential Information. You agree not to use (except as expressly permitted under the license granted in Section 1), or disclose to any third party, the Documentation, the MMB Protocol, or any information regarding the design, function, or test results of the Documentation or the MMB Protocol, or any other know-how, technical data or other information, which relates to the Documentation or MMB Protocol (collectively, "Confidential Information"). Any suggestions, comments or other feedback provided with respect to the Documentation or MMB Protocol by You is and shall be given entirely voluntarily and shall not create any confidentiality obligation for MMB who shall be free to use such feedback without restriction. The parties understand, however, that, except for the MMB Protocol, Confidential Information shall not include any information that You can show (i) is already public knowledge without breach of any confidentiality obligation, (ii) was known to You as shown by Your files and records prior to the time of disclosure by MMB, or (iii) is hereafter rightfully furnished to You by a third party without restrictions on disclosure and without breach of any confidentiality obligation. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information, which measures shall include the highest degree of care that You utilize to protect Your own Confidential Information of a similar nature. You agree to notify MMB in writing of any misuse or misappropriation of Confidential Information which may come to Your attention.

5.                    DISCLAIMER. THE DOCUMENTATION AND MMB PROTOCOL ARE LICENSED ON AN "AS IS" BASIS. MMB MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THIS AGREEMENT AND EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.                    Termination. MMB may terminate this Agreement and the license granted hereunder at any time, upon written notice, if You fail to comply with any of the terms and conditions of this Agreement. Within five (5) days of the date of a request from MMB, You shall return or destroy and provide written officer certification in relation thereto, at MMB's discretion, all copies of the Documentation and any related materials, or MMB may in its discretion attend at Your site to effect compliance with the foregoing. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, and 9 shall survive termination of this Agreement.

7.                    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW, IN NO EVENT WILL MMB BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA OR USE OR PROFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE USE OF THE DOCUMENTATION, HOWEVER CAUSED AND WHETHER BASED IN BREACH OF WARRANTY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF MMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MMB'S MAXIMUM AND AGGREGATE LIABILTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE LICENSE FEES PAID BY YOU FOR THE DOCUMENTATION TO MMB. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MMB'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8.                    Remedies. You agree that Your obligations provided under this Agreement are necessary and reasonable in order to protect MMB and its business, and You expressly agree that monetary damages would be inadequate to compensate MMB for any breach by You under Sections 1, 2 or 4. Accordingly, You agree and acknowledge that any such violation or threatened violation would cause irreparable injury to MMB and that, in addition to any other remedies that may be available, in law, in equity or otherwise, MMB shall be entitled to obtain injunctive relief against such threatened breach or the continuation of any such breach by You, without the necessity of proving actual damages and without posting security.

9.                    Miscellaneous. This Agreement is the entire agreement between the parties relating to the subject matter hereof and may only be modified in writing signed by both parties. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein without reference to conflicts of law principles. In any dispute arising out of this Agreement, MMB and You each consent to the jurisdiction of the provincial and federal courts in the City of Toronto, Province of Ontario, and agree to bring any actions arising out of this Agreement in such courts. If any provision of this Agreement is held unenforceable, the remainder of this Agreement will continue in full force and effect. No waiver of this Agreement shall be binding unless executed in writing by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. This Agreement may be delivered by facsimile or similar transmission, and a facsimile or similar transmission evidencing execution shall be effective as a valid and binding agreement between the parties for all purposes.

Acceptance of this license agreement is a requirement of using this kit and receiving support from MMB Research. You acknowledge that you have read this Agreement, that you understand it, and that you agree to be bound by all its terms and conditions by utilizing the materials and/or products in this kit, installing the RapidHA Desktop software, and/or registering your software and/or kit with MMB Research. 

RAPIDHA USB DEVICES TERMS AND CONDITIONS

These RapidHA USB Devices Terms and Conditions ("Agreement") form a legally binding agreement between you (either an individual or entity, as applicable) ("You" or "Your") and MMB Research Inc. ("MMB") and is entered into for good and valuable consideration. Please read the following terms and conditions carefully before using the enclosed RapidHA USB Devices ("USB Device") as they define Your rights and obligations with respect to the USB Device and contain important limitations and exclusions. The USB Device consists of and includes certain hardware components ("Hardware") and software/firmware ("Firmware").

THE USB DEVICE IS PROVIDED FOR INTERNAL EVALUATION OR TESTING USE ONLY ALONG WITH THE APPLICABLE RAPIDHA DESKTOP SOFTWARE DOWNLOADED FROM MMB'S WEBSITE ("RAPIDHA SOFTWARE") AND OTHER ZIGBEE COMPLIANT DEVICES ("ZIGBEE DEVICES") IN A NON-PRODUCTION ENVIRONMENT. THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL ANY AND ALL SALES OF THE USB DEVICE, AND ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN YOUR PURCHASE ORDER OR ANY OTHER DOCUMENT RECEIVED BY MMB FROM YOU ARE EXPRESSLY EXCLUDED. THE PRICE, QUANTITY AND PAYMENT TERMS ARE SET OUT IN THE QUOTE, PURCHASE ORDER ACKNOWLEDGEMENT, INVOICE, OR SIMILAR DOCUMENT ISSUED BY MMB. BY TAKING DELIVERY OF THE USB DEVICE YOU ARE ACCEPTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY NOTIFY MMB AND RETURN THE USB DEVICE NO LATER THAN FIVE (5) DAYS FOLLOWING DELIVERY THEREOF PURSUANT TO MMB'S STANDARD RETURN POLICY SET OUT IN SECTION 2 BELOW.

1.                    Title and Risk of Loss. Title and risk of loss to Hardware shall pass on delivery to You of the USB Device. Title to all Firmware shall remain with MMB or the third party licensor, as applicable.

2.                    Return Policy. In order to return a USB Device, You must (i) notify MMB in writing within five (5) days of receipt of the USB Device and furnish a detailed explanation of any alleged problems or issues; (ii) obtain a Return Material Authorization ("RMA") number for the USB Device from MMB; and (iii) within ten (10) days of receipt of the RMA number, return such USB Device to MMB, freight pre-paid, with the RMA number prominently attached, F.O.B. to MMB's facility at 35 Prince Arthur Avenue, Toronto, Ontario M5R 1B2, Canada, or such other location as MMB may designate in writing. MMB agrees to reimburse You for reasonable freight costs incurred in the return of a USB Device if MMB determines that the returned USB Device is defective and properly rejected by You. MMB may at any time and at its sole election replace, modify, alter, improve, enhance, or change the USB Device, or any part or aspect thereof.

3.                    License. Subject to the terms and conditions of this Agreement, and in consideration for the payment of the applicable fees to MMB, MMB hereby grants You, during the term of this Agreement, a limited, non-exclusive, nonsublicenseable, and non-transferable license solely to use the Firmware as pre-installed on and integrated into the USB Device for Your internal evaluation or testing purposes in combination with the RapidHA Software and other ZigBee Devices in a nonproduction environment and in accordance with MMB's standard and published user and reference guides and documentation ("Documentation").

4.                    Restrictions on Use. For clarity and without limitation, you shall not: (I) copy, reverse engineer, modify, disassemble, decompile, translate or convert into human readable form, or otherwise attempt to derive source code from the Firmware; (II) disassemble, open the casing of, reverse engineer the design or layout of, or otherwise tamper with, the USB Device; (III) use the USB Device in combination with any software, equipment or hardware other than the RapidHA Software and other ZigBee Devices; or (IV) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the USB Device.

5.                    RapidHA Desktop Software. You acknowledge that the RapidHA Software is governed by the terms of the MMB RapidHA Desktop Software License that is part of such software package and agree to be bound by such terms for use of the RapidHA Software.

6.                    Intellectual Property Rights. All right, title and interest, including without limitation, all worldwide patent, copyright, trade secret, industrial design, trade name, trademark or other proprietary or intellectual property rights, in and to the Documentation and the USB Device, including without limitation the Hardware and Firmware, and all derivatives of any of the foregoing, remains and shall remain with MMB or MMB's third party licensors or suppliers, as applicable. You shall not remove, alter, or obscure any proprietary notices contained on or within the Documentation or USB Device, and shall reproduce such notices on any copy of the Documentation or USB Device.

7.                    Trademarks. You acknowledge MMB's rights in the names, trade names, trademarks and logos ("Trademarks") appearing in or on the Documentation or USB Device, including without limitation the "RapidHA" mark, and agree that any and all use of the Trademarks shall inure to the sole benefit of MMB. You will not take any action inconsistent with MMB's ownership of the Trademarks and will not challenge MMB's rights in or attempt to register any of the Trademarks or any mark that is potentially confusing with any of the Trademarks. You will use the Trademarks in compliance with the provisions of all applicable laws and regulations and any usage guidelines provided by MMB.

8.                    DISCLAIMER. THE DOCUMENTATION AND USB DEVICE ARE PROVIDED ON AN "AS IS" BASIS AND FOR USE IN AN "EVALUATION" OR "TESTING" ENVIRONMENT ONLY. MMB MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISION OR USE OF THE DOCUMENTATION OR USB DEVICE, AND EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR GREATER CERTAINTY, MMB MAKES NO REPRESENTATION OR WARRANTY THAT THE USB DEVICE OR DOCUMENTATION WILL BE ERROR FREE OR WILL FUNCTION WITHOUT INTERRUPTION, INCLUDING WITHOUT LIMITATION THAT THE USB DEVICE WILL FUNCTION OR COMMUNICATE WITH ANY ZIGBEE DEVICE OR ANY OTHER PRODUCT.

9.                    Termination. This Agreement and the license to the Firmware granted hereunder will automatically terminate if You fail to comply with any of the terms and conditions of this Agreement. Within five (5) days of the date of a request from MMB, You shall return or destroy and provide written officer certification in relation thereto, at MMB's discretion, all USB Devices and any related materials, or MMB may in its discretion attend at Your site to effect compliance with the foregoing. The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive termination of this Agreement.

10.                    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW, IN NO EVENT WILL MMB BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA OR USE OR PROFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE USE OF THE DOCUMENTATION OR USB DEVICE, INCLUDING WITHOUT LIMITATION ANY HARDWARE COMPONENT OR FIRMWARE, OR PART THEREOF, HOWEVER CAUSED AND WHETHER BASED IN BREACH OF WARRANTY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF MMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MMB'S MAXIMUM AND AGGREGATE LIABILTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY YOU FOR THE USB DEVICE. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MMB'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11.                    Remedies. You agree that Your obligations provided under this Agreement are necessary and reasonable in order to protect MMB and its business, and You expressly agree that monetary damages would be inadequate to compensate MMB for any breach by You under Sections 3 or 4. Accordingly, You agree and acknowledge that any such violation or threatened violation would cause irreparable injury to MMB and that, in addition to any other remedies that may be available, in law, in equity or otherwise, MMB shall be entitled to obtain injunctive relief against such threatened breach or the continuation of any such breach by You, without the necessity of proving actual damages and without posting security.

12.                    Support and Consulting Services. Any support or consulting services requested from MMB will be charged to You at MMB's standard hourly rates or pursuant to MMB's form of Professional Services Agreement entered into by You and a duly authorized representative of MMB.

13.                    Miscellaneous. This Agreement is the entire agreement between the parties relating to the subject matter hereof and may only be modified by a document in writing signed by both parties that specifically references this Agreement. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein without reference to conflicts of law principles. You further agree that the United Nations Convention on Contracts for the International Sales of Goods shall not apply to the sale of the USB Device hereunder. In any dispute arising out of this Agreement, MMB and You each consent to the jurisdiction of the provincial and federal courts in the City of Toronto, Province of Ontario, and agree to bring any actions arising out of this Agreement in such courts. You shall at all times comply with all applicable provincial and federal laws, directives and regulations that may apply to this Agreement, including without limitation any export laws applicable to the USB Device, and agree to not export, directly or indirectly, the USB Device, or any part thereof, to any country for which Canadian or United States laws or regulations require an export license or other governmental approval, without first obtaining such license or approval and without the prior written consent of MMB. You hereby agree to indemnify MMB, and its directors, officers, subcontractors, employees and suppliers from and again any and all damages, losses, fines, penalties, liabilities, costs and expenses (including reasonably attorney's fees) arising from or as a result of any violation or breach of Your obligations under this Agreement. If any provision of this Agreement is held unenforceable, the remainder of this Agreement will continue in full force and effect. No waiver of this Agreement shall be binding unless executed in writing by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

Acceptance of this license agreement is a requirement of using this kit and receiving support from MMB Research. You acknowledge that you have read this Agreement, that you understand it, and that you agree to be bound by all its terms and conditions by utilizing the materials and/or products in this kit, installing the RapidHA Desktop software, and/or registering your software and/or kit with MMB Research.

RAPIDHA ZIGBEE MODULE TERMS AND CONDITIONS

                                        These RapidHA ZigBee Module Terms and Conditions ("Agreement") form a legally binding agreement between you (either an individual or entity, as applicable) ("You" or "Your") and MMB Research Inc. ("MMB") and is entered into for good and valuable consideration. Please read the following terms and conditions carefully before using the enclosed RapidHA ZigBee Module ("Module") as they define Your rights and obligations with respect to the Module and contain important limitations and exclusions. The Module consists of and includes certain hardware components ("Hardware") and software/firmware ("Firmware").

                                        THE MODULE IS PROVIDED FOR YOUR INTERNAL EVALUATION OR TESTING USE ONLY THROUGH DESIGNATED CONNECTION INTERFACES TO A MICROCONTROLLER OR MICROPROCESSOR IN YOUR SMART METERS OR OTHER SIMILAR DEVICES AUTHORIZED BY MMB ("METERS") AND OTHER ZIGBEE COMPLIANT DEVICES ("ZIGBEE DEVICES") IN A NON-PRODUCTION ENVIRONMENT AND IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND MMB'S STANDARD AND PUBLISHED USER AND REFERENCE GUIDES ("DOCUMENTATION"). THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTROL ANY AND ALL SALES OF THE MODULE, AND ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN YOUR PURCHASE ORDER OR ANY OTHER DOCUMENT RECEIVED BY MMB FROM YOU ARE EXPRESSLY EXCLUDED. THE PRICE, QUANTITY AND PAYMENT TERMS ARE SET OUT IN THE QUOTE, PURCHASE ORDER ACKNOWLEDGEMENT, INVOICE, OR SIMILAR DOCUMENT ISSUED BY MMB. BY TAKING DELIVERY OF THE MODULE YOU ARE ACCEPTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY NOTIFY MMB AND RETURN THE MODULE NO LATER THAN FIVE (5) DAYS FOLLOWING DELIVERY THEREOF PURSUANT TO MMB'S STANDARD RETURN POLICY SET OUT IN SECTION 2 BELOW.

1.                    Title and Risk of Loss. Title and risk of loss to Hardware shall pass on delivery to You of the Module. Title to all Firmware shall remain with MMB or the third party licensor, as applicable.

2.                    Return Policy. In order to return a Module, You must (i) notify MMB in writing within five (5) days of receipt of the Module and furnish a detailed explanation of any alleged problems or issues; (ii) obtain a Return Material Authorization ("RMA") number for the Module from MMB; and (iii) within ten (10) days of receipt of the RMA number, return such Module to MMB, freight pre-paid, with the RMA number prominently attached, F.O.B. to MMB's facility at 35 Prince Arthur Avenue, Toronto, Ontario M5R 1B2, Canada, or such other location as MMB may designate in writing. MMB agrees to reimburse You for reasonable freight costs incurred in the return of a Module if MMB determines that the returned Module is defective and properly rejected by You. MMB may at any time and at its sole election replace, modify, alter, improve, enhance, or change the Module, or any part or aspect thereof.

3.                    License. Subject to the terms and conditions of this Agreement, and in consideration for the payment of the applicable fees to MMB, MMB hereby grants You, during the term of this Agreement, a limited, non-exclusive, non-sublicenseable, and non-transferable license solely to use the Firmware as pre-installed on and integrated into the Module for Your internal evaluation or testing purposes in combination with the Meters and other ZigBee Devices in a non-production environment and in accordance with the Documentation.

4.                    Restrictions on Use. For clarity and without limitation, you shall not: (I) copy, reverse engineer, modify, disassemble, decompile, translate or convert into human readable form, or otherwise attempt to derive source code from the Firmware; (II) disassemble, reverse engineer the design or layout of, or otherwise tamper with, the Module; (III) use the Module in combination with any software, equipment or hardware other than the Meters and other ZigBee Devices; (IV) attempt to modify, connect to, or integrate the Module in any manner not authorized by the Documentation; or (V) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Module.

5.                    Intellectual Property Rights. All right, title and interest, including without limitation, all worldwide patent, copyright, trade secret, industrial design, trade name, trademark or other proprietary or intellectual property rights, in and to the Documentation and the Module, including without limitation the Hardware and Firmware, and all derivatives of any of the foregoing, remains and shall remain with MMB or MMB's third party licensors or suppliers, as applicable. You shall not remove, alter, or obscure any proprietary notices contained on or within the Documentation or Module, and shall reproduce such notices on any copy of the Documentation or Module.

6.                    Trademarks. You acknowledge MMB's rights in the names, trade names, trademarks and logos ("Trademarks") appearing in or on the Documentation or Module, including without limitation the "RapidHA" mark, and agree that any and all use of the Trademarks shall inure to the sole benefit of MMB. You will not take any action inconsistent with MMB's ownership of the Trademarks and will not challenge MMB's rights in or attempt to register any of the Trademarks or any mark that is potentially confusing with any of the Trademarks. You will use the Trademarks in compliance with the provisions of all applicable laws and regulations and any usage guidelines provided by MMB.

7.                    DISCLAIMER. THE DOCUMENTATION AND MODULE ARE PROVIDED ON AN "AS IS" BASIS AND FOR USE IN AN "EVALUATION" OR "TESTING" ENVIRONMENT ONLY. MMB MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE PROVISION OR USE OF THE DOCUMENTATION OR MODULE, AND EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FOR GREATER CERTAINTY, MMB MAKES NO REPRESENTATION OR WARRANTY THAT THE MODULE OR DOCUMENTATION WILL BE ERROR FREE OR WILL FUNCTION WITHOUT INTERRUPTION, INCLUDING WITHOUT LIMITATION THAT THE MODULE WILL FUNCTION, INTEGRATE, CONNECT, OR COMMUNICATE WITH YOUR METERS, ANY ZIGBEE DEVICE, OR ANY OTHER PRODUCT. FURTHER AND WITHOUT LIMITING THE FOREGOING, MMB EXPRESSLY DISCLAIMS, AND YOU HEREBY IRREVOCABLY RELEASE AND FOREVER DISCHARGE MMB AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS AND AGENTS, FROM AND AGAINST, ANY AND ALL DAMAGE TO ANY METER OR OTHER PROPERTY OF YOU OR A THIRD PARTY THAT ARISES OR RESULTS FROM ANY USE OF THE MODULE, OR ANY PART THEREOF, WHETHER OR NOT MMB WAS NEGLIGENT OR OTHERWISE AT FAULT IN ANY DEGREE.

8.                    Termination. This Agreement and the license to the Firmware granted hereunder will automatically terminate if You fail to comply with any of the terms and conditions of this Agreement. Within five (5) days of the date of a request from MMB, You shall return or destroy and provide written officer certification in relation thereto, at MMB's discretion, all Modules and any related materials, or MMB may in its discretion attend at Your site to effect compliance with the foregoing. The provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive termination of this Agreement.

9.                    LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY STATUTE OR RULE OF LAW, IN NO EVENT WILL MMB BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA OR USE OR PROFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING FROM THE USE OF THE DOCUMENTATION OR MODULE, INCLUDING WITHOUT LIMITATION ANY HARDWARE COMPONENT OR FIRMWARE, OR PART THEREOF, HOWEVER CAUSED AND WHETHER BASED IN BREACH OF WARRANTY, CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF MMB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MMB'S MAXIMUM AND AGGREGATE LIABILTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE FEES PAID BY YOU FOR THE MODULE. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MMB'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10.                    Remedies. You agree that Your obligations provided under this Agreement are necessary and reasonable in order to protect MMB and its business, and You expressly agree that monetary damages would be inadequate to compensate MMB for any breach by You under Sections 3 or 4. Accordingly, You agree and acknowledge that any such violation or threatened violation would cause irreparable injury to MMB and that, in addition to any other remedies that may be available, in law, in equity or otherwise, MMB shall be entitled to obtain injunctive relief against such threatened breach or the continuation of any such breach by You, without the necessity of proving actual damages and without posting security.

11.                    Support and Consulting Services. Any support or consulting services requested from MMB will be charged to You at MMB's standard hourly rates or pursuant to MMB's form of Professional Services Agreement entered into by You and a duly authorized representative of MMB.

12.                    Miscellaneous. This Agreement is the entire agreement between the parties relating to the subject matter hereof and may only be modified by a document in writing signed by both parties that specifically references this Agreement. This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein without reference to conflicts of law principles. You further agree that the United Nations Convention on Contracts for the International Sales of Goods shall not apply to the sale of the Module hereunder. In any dispute arising out of this Agreement, MMB and You each consent to the jurisdiction of the provincial and federal courts in the City of Toronto, Province of Ontario, and agree to bring any actions arising out of this Agreement in such courts. You shall at all times comply with all applicable provincial and federal laws, directives and regulations that may apply to this Agreement, including without limitation any export laws applicable to the Module, and agree to not export, directly or indirectly, the Module, or any part thereof, to any country for which Canadian or United States laws or regulations require an export license or other governmental approval, without first obtaining such license or approval and without the prior written consent of MMB. You hereby agree to indemnify MMB, and its directors, officers, subcontractors, employees and suppliers from and again any and all damages, losses, fines, penalties, liabilities, costs and expenses (including reasonably attorney's fees) arising from or as a result of any violation or breach of Your obligations under this Agreement. If any provision of this Agreement is held unenforceable, the remainder of this Agreement will continue in full force and effect. No waiver of this Agreement shall be binding unless executed in writing by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

Acceptance of this license agreement is a requirement of using this kit and receiving support from MMB Research. You acknowledge that you have read this Agreement, that you understand it, and that you agree to be bound by all its terms and conditions by utilizing the materials and/or products in this kit, installing the RapidHA Desktop software, and/or registering your software and/or kit with MMB Research.