MOUNTAIN VECTOR ENERGRY LLC,A NEW MEXICO LIMITED LIABILITY COMPANY (together with its successors andassigns, “MVE”), IS WILLING TO LICENSE THE CUFFLINK™ SERVICES (AS DEFINEDBELOW) ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED INTHIS END USER LICENSE AGREEMENT (THIS “AGREEMENT”). PLEASE READ THE TERMS OFTHIS AGREEMENT CAREFULLY.  BY CLICKING ON “I ACCEPT THE AGREEMENT” OR ASIMILAR BUTTON, OR BY INSTALLING, ACCESSING OR USING THE CUFFLINK SERVICES INANY MANNER, YOU ARE INDICATING YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERINGINTO THIS AGREEMENT IN YOUR CAPACITY AS AN OFFICER, EMPLOYEE OR AGENT OF ACUSTOMER (AS DEFINED BELOW), YOUR ACCEPTANCE REPRESENTS THAT YOU ARE ACTINGWITHIN THE SCOPE OF YOUR EMPLOYMENT OR OTHER SERVICES RELATIONSHIP WITH SUCHCUSTOMER IN USING AND ACCESSING THE CUFFLINK SERVICES. IF YOU DO NOT AGREE WITHTHESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO USE AND ACCESS THE CUFFLINKSERVICES ON BEHALF OF SUCH CUSTOMER, THEN MVE IS UNWILLING TO LICENSE THECUFFLINK SERVICES TO YOU, AND YOU SHOULD SELECT THE “NO, DECLINE” OR SIMILARBUTTON AND REFRAIN FROM USING OR ACCESSING THE CUFFLINK SERVICES IN ANY MANNER.

Parties

The parties to this Agreementare MVE and you (“you” or “your”), an end user of the Software (as definedbelow). In most cases, an end user of the Software uses and accesses theSoftware in his or her capacity as an employee, agent or other service providerof a company or other legal entity. As used in this Agreement, “Customer” meansa company or other legal entity with whom MVE has entered into a software as aservice, license or similar agreement pursuant to which MVE agrees to allowapplicable end users employed by or otherwise acting on behalf of such companyor legal entity to use and access the Software. Except as context may otherwiserequire, if you are using or accessing the Software in your capacity as anofficer, employee or agent of, or otherwise on behalf of, a particularCustomer, the term “Customer” as used in this Agreement means such Customer.

‍

The Software

The software licensed underthis Agreement consists of computer programs in compiled, object code form,data compilation(s), and related documentation generally referred to as MVE’s“Cufflink” software (collectively, the “Cufflink Services™” or the “Software”),which is intended for use in monitoring and managing energy and utility use ina commercial setting. The terms “Cufflink Services™” or “Software” as usedherein refers to any version of the Cufflink™ software. In addition, in theabsence of a written agreement to the contrary, this Agreement will govern youruse of, and the terms “Cufflink Services™” and “Software” will include, anyother software application used by you that was developed by MVE and itslicensors and made available to its users.

Evaluation License Grant

If Customer or you havedownloaded, received or otherwise been provided access to an evaluation versionof the Software, Customer and you are authorized to use the Software on alimited, royalty-free, nonexclusive nontransferable, non-sublicensable basisfor whatever period of time is specified by MVE at the time such evaluationversion is made available to you, and you may use such evaluation versionsolely for evaluation purposes. You are not permitted to use an evaluationversion of the Software for any other purpose or to use such version beyond theapplicable evaluation period. MVE reserves the right to disable any evaluationversion of the Software at the expiration of the evaluation period.

Subscriptions

Customer or you may purchasethe right to use and access the Software (each, a “subscription”) forapplicable license or service fees and for the applicable license termspecified by MVE at the time of purchase pursuant to an applicable purchaseorder or other applicable “software as a service” or other licensedocumentation (each, a “Customer Agreement”). Any user of the Software pursuantto any such purchase is referred to herein as a “registered user”. If Customeror you have purchased a subscription, you are hereby granted a limited,royalty-free, nonexclusive, nontransferable, non-sublicensable right to use andaccess the Software for the term specified at the time of purchase (withoptional renewal terms) on the terms and conditions contained in the applicableCustomer Agreement and the additional terms and conditions contained in thisAgreement, unless prior to renewal this license is terminated by either partypursuant to the applicable Customer Agreement. Renewal procedures will beprovided to registered users prior to the expiration of the initial term, ifapplicable, and unless such procedures are strictly satisfied, including thepayment by Customer of any required license fee, use of the Software for anypurpose after the expiration of the initial term is not authorized. Uponexpiration of the initial subscription term, the Software may automaticallydisable itself, or MVE may otherwise take steps to terminate your use of andaccess to the Software. Immediately upon expiration or termination of thislicense for any reason, you shall return to MVE any copies of the Software andrelated documentation that are in your possession at such time.

Archival Copies

When Customer or you purchasea subscription to the Software, you may copy any applicable downloadableportions of the Software for archival purposes, provided that (i) any copy mustcontain the original Software’s proprietary notices in unaltered form, (ii) youmay not use any such archived copy of the Software unless you have paid allapplicable license fees and a license subscription for the Software is then ineffect and (iii) you must delete any such archived copy of any such applicableportion of the Software at the end of the applicable license term.

Restrictions

You may not: (i) permitothers to use the Software, except as authorized by MVE for applicable networkuse for which the appropriate number of licenses for the Software have beenpurchased; (ii) modify or translate the Software; (iii) reverse engineer, decompile,or disassemble the Software, except to the extent this restriction is expresslyprohibited by applicable law; (iv) create derivative works based on theSoftware; (v) merge the Software with another product; (vi) copy the Software,except as expressly provided above; (vii) remove or obscure any proprietaryrights notices or labels on the Software; or (viii) use the Software in anymanner other than its intended use as described at cufflinkos.com or in anyother written materials posted or otherwise made available to licensees by MVEfrom time to time regarding the Software.

Transfers Prohibited

This Agreement is personal toyou. You are prohibited from selling, loaning, renting, leasing, sublicensing,transmitting, distributing or redistributing, or otherwise transferring orassigning any part of the Software or the accompanying documentation to anythird party at any time whether by operation of law or otherwise and whetherwith or without consideration. Without limiting the foregoing, any transmittalor transfer of the Software or the accompanying documentation on the Internetor by other electronic means is prohibited. ANY REPRODUCTION OR DISTRIBUTION OFTHE SOFTWARE OR THE ACCOMPANYING DOCUMENTATION NOT IN ACCORDANCE WITH THEEXPRESS TERMS OF THIS LICENSE IS PROHIBITED BY LAW AND MAY SUBJECT YOU TO CIVILAND CRIMINAL PENALTIES. ANY ACTUAL OR ATTEMPTED SALE, LOAN, RENTAL, LEASE,SUBLICENSE, TRANSMISSION, DISTRIBUTION OR REDISTRIBUTION OR OTHER TRANSFER ORASSIGNMENT OF THE SOFTWARE OR THE DOCUMENTATION IN WHOLE OR IN PART IN ANYMEDIA OR BY ANY METHOD SHALL IMMEDIATELY AND IRREVOCABLY TERMINATE THIS LICENSEAGREEMENT FOR ALL PURPOSES.

Ownership

MVE, its suppliers, andlicensors own the Software, all physical copies thereof, and all intellectualproperty rights embodied therein, including copyrights and valuable tradesecrets embodied in the Software’s design and coding methodology. The Softwareis protected by United States copyright laws and international treatyprovisions. This Agreement provides you only limited use and access rights, andno ownership of any intellectual property. All rights not expressly grantedherein are expressly reserved and retained by MVE.

Third-Party ControlledData

The parties acknowledge that the Services mayinteroperate with certain third-party websites or services, or the Services mayotherwise include features pursuant to which Third-Party Controlled Data (asdefined below) is reproduced, displayed, performed or used in or by theServices. “Third-Party Controlled Data” means any utility account information,energy information or other data or information owned by or relating toCustomer or you that is controlled, stored, provided or maintained by or withone more third-party utility companies, publicly owned utilities, governmentalor quasi-governmental agencies, market operators or other third parties or thatthe Services obtain through one or more data exchanges or public or privatedata feeds. You hereby grant MVE and itsauthorized service providers the right to access and use on your (or, asapplicable, Customer’s) behalf applicable Third-Party Controlled Data via oneor more websites, accounts, profiles or dashboards hosted or otherwise providedby such third-party utilities or other third parties or data feeds, includingthe right to retrieve applicable data and information and to use, display,reproduce, perform and make derivative works of such data and information, ineach case to the extent reasonably necessary to allow the Software to operatein accordance with its intended functionality. You acknowledge that Customermay revoke MVE’s right to access specified Third-Party Controlled Data fromtime to time by providing MVE with reasonable prior written notice anddescribing in detail the Third-Party Controlled Data with respect to whichCustomer is exercising such revocation right. In the event of any revocation byCustomer, you acknowledge that the Software may no longer fully perform ascontemplated by any applicable service or license agreement to which Customeris a party or otherwise fully meet Customer’s expectations regardingfunctionality of the Software, and you hereby expressly acknowledge and agree thatMVE shall have no liability to Customer or you for any loss, claim or damage toCustomer or you arising from or resulting from such revocation or any suchdecrease in functionality.

‍

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (I)THE SOFTWARE AND OTHER MVE TECHNOLOGY IS NOT SPONSORED OR ENDORSED BY ANYTHIRD-PARTY UTILITY OR THIRD-PARTY WEBSITE, (II) WHEN MVE OR ITS AUTHORIZEDSERVICE PROVIDERS ACCESS AND RETRIEVE ANY THIRD-PARTY CONTROLLED DATA, MVEAND/OR SUCH SERVICE PROVIDERS ARE ACTING AT CUSTOMER’S (OR YOUR) REQUEST ANDWITH CUSTOMER’S (OR YOUR) PERMISSION AND AUTHORIZATION, AND NOT ON BEHALF OFANY APPLICABLE THIRD-PARTY UTILITY OR OTHER THIRD PARTY, (III) MVE HAS NOCONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, ACCURACY,COMPLETENESS OR TIMELINESS OF ANY THIRD-PARTY CONTROLLED DATA OR ANY CONTENT,PRIVACY POLICIES OR PRACTICES OF OR OPINIONS EXPRESSED IN ANY APPLICABLETHIRD-PARTY WEBSITES, ACCOUNTS OR DASHBOARDS OR BY ANY THIRD PARTY WITH WHOMCUSTOMER OR ANY END USER INTERACTS THROUGH THE SOFTWARE AND (IV) MVE DOES NOTENORSE AND WILL NOT AND CANNOT MONITOR, VERIFY, CENSOR OR EDIT ANY THIRD-PARTYCONTROLLED DATA OR ANY OTHER CONTENT OF ANY THIRD-PARTY SITE OR SERVICE. YOUEXPRESSLY RELEASE MVE AND HOLD MVE HARMLESS FROM ANY AND ALL LIABILITY ARISINGFROM THIRD-PARTY CONTROLLED DATA OR OTHER THIRD-PARTY CONTENT.

No Warranty

NEITHER MVE NOR ANY OF ITSSUPPLIERS OR LICENSORS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ANDMVE AND ITS SUPPLIERS AND LICENSORS SPECIFICALLY DISCLAIM THE IMPLIEDWARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY ORGUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE,OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OFPERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OFSELECTION, INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTYCONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE ISAUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

Local Law

If implied warranties may notbe disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED INDURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. Some jurisdictions do notallow limitations on how long an implied warranty may last, so the abovelimitations may not apply to you. This warranty gives you specific rights, andyou may have other rights which vary from jurisdiction to jurisdiction.

Limitation of Liability

INDEPENDENT OF THE FORGOINGPROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUTLIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL MVE OR ANY OFITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT,SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUTLIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION,OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF MVE HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FORDEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NOEVENT SHALL MVE'S LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, ANDREGARDLESS OF THE FORM OF ACTION, EXCEED IN THE AGGREGATE THE AMOUNT, IF ANY,OF AGGREGATE LICENSE FEES PAID FOR THE SOFTWARE BY YOU DURING THE 12-MONTHPERIOD PRECEDING THE APPLICABLE CLAIM, IF ANY.

Export Controls

You agree to comply with allexport laws and restrictions and regulations of the United States or foreignagencies or authorities, and not to export or re-export the Software or anydirect product thereof in violation of any such restrictions, laws or regulations,or without all necessary approvals. As applicable, each party shall obtain andbear all expenses relating to any necessary licenses and/or exemptions withrespect to its own export of the Software from the U.S. Neither the Softwarenor the underlying information or technology may be electronically transmittedor otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, NorthKorea, Sudan, Syria or any other country subject to U.S. trade sanctionscovering the Software, to individuals or entities controlled by such countries,or to nationals or residents of such countries other than nationals who arelawfully admitted permanent residents of countries not subject to suchsanctions; or (ii) to anyone on the U.S. Treasury Department's list of SpeciallyDesignated Nationals and Blocked Persons or the U.S. Commerce Department'sTable of Denial Orders.

U.S. Government End-Users

The Software is a “commercialitem”, as that term is defined in 48 C.F.R. 2.101, consisting of “commercialcomputer software” and “commercial computer software documentation”, as suchterms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48C.F.R. 227.7202-1 through 227.7202-4, all U.S. government end users acquire theSoftware with only those rights as are granted to all other end users pursuantto the terms and conditions herein. Unpublished rights are reserved under thecopyright laws of the United States.

Licensee Outside the U.S.

If you are located outsidethe U.S., then the following provisions shall apply: (i) Les parties auxpresentes confirment leur volonte que cette convention de meme que tous lesdocuments y compris tout avis qui s’y rattache, soient rediges en langue anglaise(translation: “The parties confirm that this Agreement and all relateddocumentation is and will be in the English language”); and (ii) you areresponsible for complying with any local laws in your jurisdiction which mightimpact your right to import, export or use the Software, and you represent thatyou have complied with any regulations or registration procedures required byapplicable law to make this license enforceable.

Severability

If any provision of thisAgreement is declared invalid or unenforceable, such provision shall be deemedmodified to the extent necessary and possible to render it valid andenforceable. In any event, the unenforceability or invalidity of any provisionshall not affect any other provision of this Agreement, and this Agreementshall continue in full force and effect, and be construed and enforced, as ifsuch provision had not been included, or had been modified as above provided,as the case may be.

Arbitration

Except for actions to protectintellectual property rights and to enforce an arbitrator's decision hereunder,all disputes, controversies, or claims arising out of or relating to thisAgreement or a breach thereof shall be submitted to and finally resolved byarbitration under the Commercial Arbitration Rules of the American ArbitrationAssociation (“AAA”) then in effect. There shall be one arbitrator, and sucharbitrator shall be chosen by mutual agreement of the parties in accordancewith AAA rules. The arbitration shall take place in Albuquerque, New Mexico,USA, and may be conducted by telephone or online. The arbitrator shall applythe laws of the State of New Mexico, USA to all issues in dispute. Thecontroversy or claim shall be arbitrated on an individual basis and shall notbe consolidated in any arbitration with any claim or controversy of any otherparty. The findings of the arbitrator shall be final and binding on the partiesand may be entered in any court of competent jurisdiction for enforcement.Enforcements of any award or judgment shall be governed by the United NationsConvention on the Recognition and Enforcement of Foreign Arbitral Awards.

Jurisdiction and Venue

The courts of BernalilloCounty in the State of New Mexico, USA and the nearest U.S. District Courtshall be the exclusive jurisdiction and venue for all legal proceedings thatare not arbitrated under this Agreement.

Force Majeure

Neither party shall be liablefor damages for any delay or failure of delivery arising out of causes beyondtheir reasonable control and without their fault or negligence, including, butnot limited to, Acts of God, acts of civil or military authority, fires, riots,wars, embargoes, Internet disruptions, hacker attacks, or communicationsfailures. Notwithstanding anything to the contrary contained herein, if eitherparty is unable to perform hereunder for a period of thirty (30) consecutivedays, then the other party may terminate this Agreement immediately withoutliability by ten (10) days written notice to the other.

Privacy Policy

MVE agrees to treat yourprivate personally identifiable information in accordance with the terms ofMVE’s then current privacy policy, which is incorporated herein for allpurposes, and which is available for review athttps://www.cufflinkos.com/privacy-policy (or a link provided at such URL). Byagreeing to the terms of this Agreement, you also agree to the terms of suchprivacy policy, as it may be updated from time to time.

Modifications

MVE reserves the right, atits discretion, to change, modify, add or remove portions of this Agreement (orany additional terms and conditions or policies referenced herein), and we willpost this Agreement (or such additional terms and conditions or policies) as somodified on the cufflinkos.com homepage or one of its subpages.  Yourcontinued use of the Software following the posting of changes to thisAgreement (or any such additional terms and conditions or policies) will meanyou accept those changes.

Miscellaneous

This Agreement constitutesthe entire understanding of the parties with respect to the subject matter ofthis Agreement and merges all prior communications, representations, andagreements. This Agreement may be modified only by a written agreement signedby the parties. If any provision of this Agreement is held to be unenforceablefor any reason, such provision shall be reformed only to the extent necessaryto make it enforceable. This Agreement shall be construed under the laws of theState of New Mexico, USA, excluding rules regarding conflicts of law. Theapplication the United Nations Convention of Contracts for the InternationalSale of Goods is expressly excluded. The parties agree that the UniformComputer Information Transactions Act or any version thereof, adopted by anystate, in any form (“UCITA”), shall not apply to this Agreement, and to theextent that UCITA may be applicable, the parties agree to opt out of theapplicability of UCITA pursuant to the opt-out provision(s) contained therein.