End User License Agreement August 23, 2010
(May be updated from time to time by Tridium)

TRIDIUM, INC. ("TRIDIUM") HAS DEVELOPED A STANDARDIZED ARCHITECTURE AND RELATED
SOFTWARE FOR INTERCONNECTING DEVICES AND CONTROLLERS THAT INCLUDES ELEMENTS
SOLD UNDER THE NAME "NIAGARAAX FRAMEWORK (R)" AND ELEMENTS SOLD UNDER THE NAME
"SEDONA FRAMEWORK(R)." THESE ELEMENTSTOGETHER WITH THE PRINTED OR ONLINE
DOCUMENTATION FURNISHED BY TRIDIUM IN CONJUNCTION WITH THEM, ARE REFERRED TO
BELOW AS THE "LICENSED SOFTWARE" AND ARE LICENSED UNDER THIS END USER LICENSE
AGREEMENT. TRIDIUM IS WILLING TO PROVIDE A LIMITED LICENSE OF THE LICENSED
SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS
AGREEMENT. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY
BEFORE CLICKING ON THE "I ACCEPT" BUTTON. BY CLICKING ON THE "I ACCEPT" BUTTON
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS
TERMS AND CONDITIONS. . FURTHERMORE, IF YOU ARE INSTALLING THE LICENSED
SOFTWARE ON BEHALF OF, OR FOR THE BENEFIT OF, AN END USER, THEN BY CLICKING ON
THE "I ACCEPT" BUTTON YOU ALSO REPRESENT THAT YOU ARE AUTHORIZED BY THE END
USER TO ACCEPT THE TERMS OF THIS LICENSE FOR THE END USER AS THE AGENT OF THE
END USER. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, OR IF YOU
ARE NOT AUTHORIZED BY THE END USER TO ACCEPT THE TERMS OF THIS LICENSE
AGREEMENT FOR THE END USER, CLICK ON THE "DO NOT ACCEPT" BUTTON TO DISCONTINUE
THE INSTALLATION PROCESS. THE ACCEPTANCE OF THIS AGREEMENT IS REQUIRED FOR USE
OF THE LICENSED SOFTWARE BY THE END USER OR BY ANYONE INSTALLING, CONFIGURING
OR OTHERWISE OPERATING THE LICENSED SOFTWARE ON BEHALF OF THE END USER.

1.  LICENSE GRANTS AND RESTRICTIONS. 

1.1 Licensed Software. Subject to the terms and conditions contained herein,
Tridium hereby grants you a non-transferable, non-exclusive, limited license to
install, use and execute the Licensed Software on a single personal computer,
which is identified by serial number or other means during the installation
process (the "Designated System"), and to use the documentation furnished by
Tridium in conjunction with it, solely for your internal business use. You may
transfer and use the Licensed Software on a backup computer system you own or
lease if, and only for so long as, the Designated System is (i) inoperative or
(ii) unavailable due to regularly scheduled maintenance, upon issuance by
Tridium of a backup license key.

1.2 No Other Rights Granted. Apart from the license expressly granted herein,
no license or other right is granted by Tridium to you under this Agreement,
either directly or by implication, estoppel, or otherwise (including, but not
limited to, the right to prepare derivative works). You shall have no right or
access to the source code of the Licensed Software other than the source code,
if any, for certain application program interfaces that are included with the
Licensed Software. If any source code is included with the Licensed Software,
it is provided solely as a reference, is provided subject to all of the
limitations of Section 2 below, and may not be modified by you in any way.

2. YOUR RESPONSIBILITIES. YOU SHALL (I) USE ALL COMMERCIALLY REASONABLE EFFORTS
TO ENSURE THAT YOUR EMPLOYEES COMPLY WITH THE TERMS OF THIS AGREEMENT; (II) NOT
MODIFY, DECOMPILE, DISASSEMBLE, DECRYPT, EXTRACT, OR OTHERWISE REVERSE ENGINEER
THE LICENSED SOFTWARE OR ANY PART THEREOF, OR ANY APPLICATION ENABLER OR GRANT
ANY OTHER PERSON OR ENTITY THE RIGHT TO DO SO OR TAKE ANY ACTION THAT WOULD
ASSIST ANY OTHER PERSON OR ENTITY IN DOING SO AND WILL PROMPTLY NOTIFY TRIDIUM
OF ANY INFORMATION THAT ANY OTHER PERSON OR ENTITY IS OR IS ATTEMPTING TO COPY,
REVERSE ENGINEER, DISASSEMBLE, DECOMPILE, TRANSLATE OR MODIFY THE LICENSED
SOFTWARE; (III) NOT INSERT, DELETE, REPLACE, CHANGE OR OTHERWISE ALTER ANY
FILES IN THE LICENSED SOFTWARE OR APPLICATION ENABLER; (IV) NOT MODIFY, CHANGE,
PREPARE DERIVATIVE WORKS OF OR OTHERWISE ALTER ANY BINARY CODE FILES INCLUDED
WITH THE LICENSED SOFTWARE ; (V) NOT LOAN, RENT, LEASE, GIVE, SUBLICENSE,
TRANSFER, PUBLISH, DISCLOSE, DISPLAY, OR OTHERWISE MAKE AVAILABLE THE LICENSED
SOFTWARE , IN WHOLE OR IN PART, TO ANY OTHER PERSON OR ENTITY; (VI) NOT MODIFY
ANY APPLICATION PROGRAMMING INTERFACE, INCLUDING MODIFYING ANY APPLICATION
PROGRAMMING INTERFACE BY CREATING ADDITIONAL CLASSES WITHIN ANY INTERFACE OR
OTHERWISE CAUSING THE ADDITION TO OR MODIFICATION OF THE CLASSES IN AN
INTERFACE, AND (VII) NOT INCORPORATE ANY CODE INCLUDED WITH THE LICENSED
SOFTWARE OR ANY DOCUMENTATION IN ANY PRODUCT CREATED BY YOU USING THE LICENSED
SOFTWARE.

3. TECHNICAL SUPPORT. Tridium shall have no obligation to provide technical
support to you except as provided in a separate agreement signed by Tridium.

4. LICENSE FEES. The license fees paid by or for you to Tridium are paid in
consideration of the licenses granted under this Agreement.

5.  OWNERSHIP AND CONFIDENTIALITY.

5.1 Ownership by Tridium. Tridium retains all right, title and interest, in and
to the Licensed Software (and any portions thereof). You shall not have any
right, title, or interest to the Licensed Software except as provided in this
Agreement, and further shall secure and protect the Licensed Software
consistent with maintenance of Tridium's proprietary rights therein. You agree
that you shall not contest or challenge, or take any action inconsistent with
or that may damage or impair Tridium's ownership or rights, and further that
you shall not contest or challenge, or take any action inconsistent with or
that may damage or impair the ownership or intellectual property rights of
Tridium's licensors. You shall not use the Licensed Software except as is
expressly authorized in this Agreement.

5.2 Confidentiality. You acknowledge that the Licensed Software contains
valuable trade secrets of Tridium and you agree to maintain the confidentiality
of the Licensed Software using at least the same degree of care you use with
your own confidential information.

5.3 Third-Party Code and Sedona Framework Open Source. Additional copyright
notices and license terms applicable to portions of the Licensed Software are
set forth in the readmeLicenses.txt file provided with the Licensed Software.
In addition to any terms and conditions of any third-party open source/freeware
license identified in the readmeLicenses.txt file, the disclaimer of warranty
and limitation of liability provisions contained below in paragraph 6 of this
Agreement shall apply to all third party code contained in the Licensed
Software. A portion of the Licensed Software ("Sedona Framework Open Source")
is open source software that is available for download at
http://sedonadev.org/download/build/. The open source license that accompanies
Sedona Framework Open Source takes precedence over this license agreement with
respect to, and only to, Sedona Framework Open Source.

6.  WARRANTIES AND LIMITATIONS.

6.1 Disclaimer of Software Warranty. TRIDIUM LICENSES THE LICENSED SOFTWARE "AS
IS," AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. TRIDIUM SPECIFICALLY
DISCLAIMS ALL INDIRECT OR IMPLIED WARRANTIES TO THE FULL EXTENT ALLOWED BY
APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF,
NON-INFRINGEMENT, MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TRIDIUM, ITS AGENTS OR
EMPLOYEES SHALL CREATE A WARRANTY.

6.2 Disclaimer of Purpose of NiagaraAX Licensing Tool: The NiagaraAX Licensing
Tool has not been customized to address your specific needs and circumstances
as a developer. The supply of this tool does not provide any assurance that the
products you may develop will be protected from misuse, does not constitute the
giving of legal advice and does not establish an attorney/client relationship
with Tridium, its owners, agents, representatives, partners or affiliates. You
acknowledge that your use of the NiagaraAX Licensing Tool is at its own risk
and that you should consult an attorney to ensure that the methods of
protection you use for any products you may develop using the Licensed Software
are appropriate for your specific needs and circumstances.

6.3 Limitation of Liability. NEITHER TRIDIUM NOR ANY OF ITS LICENSORS,
OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL BE LIABLE FOR INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR PENALTIES (INCLUDING
DAMAGES FOR LOST PROFITS, LOST BUSINESS, PERSONAL INJURY, LOST DATA, BUSINESS
INTERRUPTION, AND THE LIKE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT,
EVEN IF TRIDIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.4 Limitation of Remedies. IN NO EVENT SHALL TRIDIUM'S MONETARY LIABILITY IN
CONNECTION WITH THIS AGREEMENT OR THE LICENSED SOFTWARE, TO YOU EXCEED THE
AMOUNTS PAID TO IT BY YOU PURSUANT TO THIS AGREEMENT.

7. ASSURANCES BY YOU. There can be no assurances whatsoever that control
systems such as the Licensed Software will protect any individual or his or her
property from harm. Appropriate safety precautions must always be taken when
operating or maintaining equipment connected to the Licensed Software. Tridium
assumes no responsibility or liability for any injury or damage to any persons
or property resulting from the use by you of the Licensed Software. Further,
you represent and warrant that you will take 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 Tridium Licensed Software or products.

8. HIGH RISK APPLICATIONS. Unless Tridium has provided its express written
consent for each component of the License Software, you will make reasonable
business efforts to ensure that it is not used in any application in which the
failure of the Licensed Software could lead to death, personal injury or severe
physical or property damage, including, without limitation, environmental
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. Tridium expressly disclaims any express or
implied warranty or condition of fitness for High-Risk Applications.

9. INDEMNIFICATION. You shall indemnify and hold harmless Tridium from and
against all losses, claims, damages or other causes of any nature or kind
whatsoever (including reasonable attorney's fees) arising directly or
indirectly out of third party claims concerning (i) a breach of any of your
obligations, covenants, representations or warranties contained herein; (ii)
your selection of, transactions and/or agreements with any party that is an
authorized Tridium reseller or distributor, systems integrator or trainer, or
any other third party; (iii) any product developed by you using the Licensed
Software; (iv) any combination of the Licensed Software, or any component of
it, with any product developed by you using the Licensed Software or with any
other product, equipment, device, software, system or data not supplied by
Tridium, and (v) the negligence or intentional misconduct of you or your
officers, employees, agents or contractors. You agree not to interpose any
cross-claim, third party claim or similar claim against Tridium based on a
claim, suit, action or proceeding threatened or commenced against you related
to the Licensed Software and arising out of any matter other than a matter, if
any, for which Tridium has agreed to indemnify you under a separate agreement
signed by Tridium.

10. TERM AND TERMINATION. This Agreement is effective upon your clicking the "I
Accept" button and shall continue until terminated. You may terminate this
Agreement at any time by returning the Licensed Software and all copies and
extracts to Tridium. Tridium may terminate this Agreement upon a material or
continuing breach of this Agreement by you by the giving of 10 days prior
written notice of termination, stating the cause therefor, with termination
becoming effective at the close of said 10-day term if the breach is not then
cured to the satisfaction of Tridium.

11. TRADEMARKS. Under no circumstances may you use the "Powered by Niagara
Framework" trademark, "Powered by Sedona Framework" trademark or any other
trademark or service mark of Tridium to identify goods or services provided by
you except as expressly agreed to by Tridium in writing.

12. GENERAL TERMS.

12.1 Assignment. You may assign this Agreement or your rights and obligations
under this Agreement to a purchaser of the real property and/or hardware on
which the software is installed, provided (i) you provide the purchaser with a
copy of this Agreement and (ii) the purchaser agrees to comply with all of the
terms and conditions of this Agreement. Tridium may assign this Agreement
without your consent.

12.2 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. You agree to comply strictly with all such regulations and
acknowledge that you have the responsibility to obtain such licenses to export,
re-export, or import the Licensed Software. The Licensed Software may not be
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 for 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.

12.3 Equitable Relief. You acknowledge that any breach of your obligations
hereunder with respect to the Licensed Software or the confidential information
of Tridium, including, without limitation, Section 5.1 and 5.2 above, will
cause Tridium irreparable injury for which it has no adequate remedy at law.
You further agree that Tridium will be entitled to seek and obtain equitable
relief, including preliminary injunctions and temporary restraining orders, to
prevent any unauthorized use of the Licensed Software and confidential
information, without posting of bond or other security, in addition to all
other remedies available to it under this Agreement or other applicable law.

12.4 Entire Agreement. This Agreement comprises the entire agreement between
the parties relating to its subject matter. This Agreement supersedes all prior
agreements and understandings, written or oral, express or implied. This
Agreement can be amended or modified only by a writing executed in advance by
duly authorized representatives of each of the parties hereto. In the event any
foreign ministry or other governmental entity or agency makes any changes,
deletions or modifications to this Agreement, holds any provision herein
unenforceable or imposes any conditions or restrictions on either party to this
Agreement which affects its ability to fully perform, Tridium shall have the
right to immediately terminate this Agreement. By clicking the I ACCEPT button,
you represent and warrant that all consents, approval or authorizations of
third parties, foreign ministries or any governmental entities or agencies,
required as a condition or otherwise necessary for you to enter into and
perform its obligations under this Agreement have been duly obtained.

12.5 Waiver. A waiver of any breach of default of this Agreement shall not
create a waiver of the term or of any subsequent breach of default.

12.6 Governing Law; Choice of Venue. The validity of this Agreement and the
rights, obligations and relations of the parties hereunder shall be construed
and determined under and in accordance with the substantive laws of the
Commonwealth of Virginia with respect to claims governed by state law and the
laws of the United States with respect to claims arising under the laws of the
United States, without regard to conflicts of laws principles and excluding the
Convention on Contracts for the International Sale of Goods. Any action arising
from or relating to this Agreement or the conduct of the parties pursuant
hereto shall be commenced and heard solely within a federal or state court of
competent jurisdiction found within the boundaries of the United States
District Court for the Eastern District of Virginia, Richmond Division, and
Tridium and you each consent to personal jurisdiction and venue in any such
court.

12.7 Severability. Should any term or provision of this Agreement be finally
determined by a court of competent jurisdiction to be void, invalid,
unenforceable or contrary to law or equity, the offending term shall be
modified and limited (or if strictly necessary, deleted) only to the extent
required to conform to the requirements of law and the remainder of this
Agreement (or, as the case may be, the application of such provisions to other
circumstances) shall not be affected thereby but rather shall be enforced to
the greatest extent permitted by law.

12.8 Government Use. The Licensed Software is provided with restricted rights.
With respect to any acquisition of the Licensed Software by or for any unit or
agency of the U.S. Government ("Government"), the Licensed Software shall be
classified as "Commercial Computer Software," as that term is defined in the
applicable provisions of the Federal Acquisition Regulation ("FAR") and
supplements thereto, including the Department of Defense ("DoD") FAR Supplement
("DFARS"). If the Licensed Software is supplied for use by DoD, the Licensed
Software is delivered subject to the terms of this Agreement and either (i) in
accordance with DFARS 252.227-7202-1(a) and 227.7202-3(a), or (ii) with
restricted rights in accordance with DFARS 252.227 7013(c)(1)(ii), as
applicable. If the Licensed Software is supplied for use by a federal agency
other than DoD, the Licensed Software is restricted computer software delivered
subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR
52.227-19; or (iii) FAR 52.227-14 (ALT III), as applicable.