End User License Agreement April 27, 2011
(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  Federal Government Use. 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"). The terms and conditions of this license agreement shall pertain to the 
Government's use and disclosure of the Licensed Software, and shall supersede any 
conflicting contractual terms or conditions, except to the extent that any term or 
condition is inconsistent with Federal law. If the Government requires any rights that 
are not conveyed under this license agreement, such rights will be separately negotiated 
and shall be set forth in a separate agreement or an addendum to this license agreement.
