<b
    >EATON CORPORATION END USER LICENSE AGREEMENT FOR GREEN MOTION DC 30/60 And
    GREEN MOTION DUO</b
>

This End User License Agreement (the <b>“Agreement”</b>) is a legal agreement
between you and the Contracting Entity (as defined below). For the purposes of
this Agreement, any reference to “Eaton” shall include the Contracting Entity,
its holding company, its affiliates and subsidiaries. This Agreement, and any
other terms or conditions notified to you, governs your access to and use of
<b>GREEN MOTION DC 30/60 And GREEN MOTION DUO</b> (the
<b>“Product Software”</b>). Your use of the Product Software is subject to the
terms of this Agreement as set out below which includes our Privacy Statement
https://www.eaton.com/content/eaton/us/en-us/company/policies-and-statements/privacy-cookies-and-data-protection.html/
, Cookie Statement
https://www.eaton.com/content/dam/eaton/company/policies-and-statements/privacy-notice-effective-dec-20-2019-eaton-cookies.pdf
and any other terms or conditions of the Product Software which may be notified
to you from time to time. By using the Product Software, you agree to us
collecting and using anonymised technical information about the devices you use
the Product Software on and related software, hardware and peripherals to
improve our products and to provide any services to you. By using the Product
Software, you agree to the terms of this Agreement. Your right to use the
Product Software is expressly conditioned on acceptance of this Agreement.

<b>1 INFORMATION ABOUT US</b>

1.1 Eaton Manufacturing LP, Glasgow, Morges Branch is registered in
Switzerland(company registration number [CHE-113.456.918)] and has its
registered address at Route de la Longeraie 7, 1110 Morges (the “Contracting
Entity”). 1.2 If you have any questions about this Agreement, the Privacy
Statement or any other terms or conditions in connection with the Product
Software, please contact us at
<a href="mailto:dataprotection@eaton.com">dataprotection@eaton.com</a>.

<b>2 DEFINITIONS</b>

2.1 In this Agreement the following expressions shall have the following
meanings:
<b>“Arbitrator”</b> has the meaning as defined in Clause 28.2;
<b>“Business Day”</b> means a calendar day other than a Saturday, Sunday, Bank
Holiday or other statutory holiday in the jurisdiction in which the Contracting
Entity is registered; <b>“Contracting Entity”</b> has the meaning as defined in
Clause 1.1; <b>“Credentials”</b> has the meaning as defined in Clause 3.7;
<b>“Dispute”</b> means any claim, dispute or difference arising under or in
connection with this Agreement; <b>“Documentation”</b> means any tutorials, user
guides and other documents accompanying or made available with the Product
Software solely for your own internal business purposes;
<b>“Eaton Hardware”</b> means the Eaton product provided by Eaton to you, which
may include Product Software within it;
<b>“Eaton Open Source Components”</b> has the meaning as defined in Clause 10.1;
<b>“Eaton Website”</b> has the meaning as defined in Clause 16.1;
<b>“Effective Date”</b> means the date upon which you agree to abide by the
terms and conditions of this Agreement; <b>“Export Laws”</b> has the meaning as
defined in Clause 27.1; <b>“Fees”</b> has the meaning as defined in Clause 11.1;
<b>“Feedback”</b> has the meaning as defined in Clause 21.2;
<b>“Force Majeure Event”</b> has the meaning as defined in Clause 25.1;
<b>“GDPR”</b> has the meaning as defined in Clause 19.1;
<b>“Indemnified Parties”</b> has the meaning as defined in Clause 15.1;
<b>“Intellectual Property Rights”</b> means any ideas (whether or not
patentable), inventions, discoveries, processes, works of authorship, marks,
names, know-how, and any and all rights in such materials throughout the world,
whether existing under statute, common law or equity, now or hereinafter
recognized, including but not limited to (i) patents, designs, inventor’s
certificates, utility models, copyrights, moral rights, trade secrets, mask
works, trade names and marks, service marks, trade dress, domain names,
confidential information and know-how; (ii) any application or right to apply
for any of the rights referred to in section (i); and (iii) all renewals,
extensions, and restorations, now or hereafter in force and effect for any of
the rights referred to in section (i); <b>“Materials”</b> has the meaning as
defined in Clause 21.4; <b>“Product Software”</b> means the software provided by
Eaton to you, which includes any applications, firmware and/or platforms
provided to you from time to time; <b>“Support Services”</b> has the meaning
defined in Clause 12.1; <b>“Third Party Licensors”</b> has the meaning as
defined in Clause 9.1; <b>“Third Party Links and Ads”</b> has the meaning as
defined in Clause 23.1; <b>“Third-Party Providers”</b> has the meaning as
defined in Clause 21.5; <b>“Updates”</b> has the meaning as defined in Clause
6.1.

<b>3 GRANT AND SCOPE OF LICENSE</b>

3.1 In consideration of you agreeing to abide by the terms of this Agreement,
Eaton hereby grants to you a limited, non-exclusive, non-transferable,
non-sub-licensable, and revocable license to access and use the Product
Software, which is provided to you for your own internal business purposes,
solely for your use as permitted in these terms. 3.2 Subject to the limited
rights expressly granted above, Eaton and its licensors or suppliers reserve all
right, title and interest in and to the Product Software, its underlying
technology and all Intellectual Property Rights therein. You acknowledge that no
licenses or rights are granted to you by implication or otherwise in respect of
the Product Software, other than those expressly set forth in this Agreement.
You agree not to remove, change or obscure any Intellectual Property Rights
notices incorporated in or accompanying the Product Software. You agree to abide
by all applicable national and international laws in connection with the use of
the Product Software, including those related to cybersecurity and piracy, data
protection, privacy, international communications and the transmission of
technical or personal data. 3.3 Eaton may make services available to you that
are provided, in whole or in part, by other parties. Although Eaton may offer
this opportunity, you acknowledge that any third party services that you use in
connection with the Product Software are not part of the Product Software. You
further acknowledge that these terms do not apply to any third party service
providers and that your use of those services may require you to agree to
additional terms with the third party service provider. 3.4 You shall as soon as
reasonably practicable notify Eaton in writing by email or by phone to the
relevant contact information provided in the “contact us” section below if you
become aware of any use of the Product Software other than in accordance with
this Agreement and all applicable laws, rules and regulations. Without limiting
the generality of the foregoing, you shall promptly notify Eaton if you become
aware of any third party that does or attempts to: (i) de-compile or reverse
engineer the Product Software; (ii) sell, re-license, distribute or commercially
exploit the Product Software; (iii) except as expressly permitted by this
Agreement, make the Product Software available through any means or media
without the prior written approval of Eaton; (iv) except as expressly permitted
by this Agreement, copy, modify, publish, transmit, participate in the license
or re-license, transfer or sale of, reproduce, create derivative works from,
distribute, perform, display or in any way exploit the Product Software, in
whole or in part, without the prior written consent of Eaton; and (v) engage in
any activity that interferes with or disrupts the Product Software (or the
servers and networks connected to the Product Software). 3.5 You shall not make
more than one (1) copy of the Product Software and such copy is to be made
solely for backup and/or archival purposes. You shall account for and number any
such copy. All titles, trademarks, copyright and restricted rights or
proprietary notices included in the Product Software shall not be removed and
must be reproduced in such copy. 3.6 You shall not make more than one (1) copy
of the Documentation for use by you in connection with the authorized use of the
Product Software and you shall account for and number any such copy. All titles,
trademarks, copyright and restricted rights or proprietary notices included in
the Documentation shall not be removed and must be reproduced in such copy.

<b>4 LOCATION DATA</b>

4.1 The Product Software may make use of location data sent from your devices.
Where applicable, you can turn off this functionality at any time by turning off
the location services settings for the Product Software on the device. If you
use the Product Software, you consent to us and our affiliates' and licensees'
transmission, collection, retention, maintenance, processing and use of your
location data and queries to provide and improve location-based and road
traffic-based products and services. 4.2 You may stop us collecting such data at
any time by turning off the location services settings on your device.

<b>5 NECESSARY EQUIPMENT</b>

5.1 Full use of the Product Software is dependent upon your use of a device with
Internet access and the purchase of Eaton Hardware in which it is installed or
to which the Product Software pertains as described in the Documentation. 5.2 In
order for the Product Software to operate fully, your device may need to be
connected to certain wireless and/or communication based technologies. There may
be delays, limitations and other problems inherent in the use of the Internet
and wireless and/or communication based technologies. Eaton is not responsible
for any delays, failures or other damages resulting from such problems and/or
the costs/charges associated with internet data usage. 5.3 The maintenance and
security of this equipment may affect the performance of the Product Software
and it is your responsibility to ensure the equipment’s functionality is
compatible and for making all arrangements necessary for you to have access to
the Product Software. 5.4 Internet transmissions are never completely private or
secure. Any message or information you send using the Product Software may be
read or intercepted by others, even if there is a special notice that a
particular transmission is encrypted.

<b>6 UPDATES</b>

6.1 You are solely responsible for the maintenance and upkeep of the Product
Software. Eaton has no obligation to provide updates or maintenance to the
Product Software. You agree to install or allow automatic installation of all
corrections of substantial defects, security patches, minor bug fixes and
updates, including any enhancements (<b>“Updates”</b>), for the Product Software
in accordance with the instructions and as directed by Eaton. 6.2 The provisions
of this Agreement shall govern any Updates provided by Eaton, unless such
Updates are accompanied by, or references, a separate license agreement in which
case the terms of that license agreement shall prevail. 6.3 We reserve the
right, without notice to you, to update, change, and discontinue (temporarily or
permanently) any feature or component of the Product Software. Alternatively, we
may ask you to update the Product Software. By continuing to use the Product
Software you accept the updates and changes to the Product Software including
any changes to or removal of features or components. You agree that your
obligations are neither contingent upon the delivery of any future functionality
or features nor dependent upon any oral or written comments made by us with
respect to future functionality or features. Eaton is not liable to you or to
any third party for any update, change, suspension, discontinuance of any
feature or component of the Product Software. Eaton reserves the right to
determine the timing and content of software updates, which may be automatically
downloaded and installed by the Product Software without your notice. If you
chose not to install such updates or if you opt out of automatic updates you may
not be able to continue using the Product Software.

<b>7 TRANSFER AND ASSIGNMENT RESTRICTIONS </b>

7.1 You agree not to sell, resell, assign, lease, sub-license, encumber or
otherwise transfer your interest in this Agreement or in the Product Software
and/or Documentation, in whole or in part, or allow any other person or entity,
including any of your parent or subsidiaries or other subsidiaries of your
parent, to copy, distribute, or otherwise transfer the Product Software without
the prior written consent of Eaton. 7.2 You may transfer the Product Software
directly to a third party only in connection with the sale of the Eaton product
in which it is installed or to which the Product Software pertains as described
by Eaton in the Documentation. In the event of such a sale, you may not keep any
copies of the Product Software or any portion thereof and you undertake to
ensure the third party to whom you transfer the Product Software is made aware
of, agrees to and complies with all of the provisions of this Agreement. Any
transfer of the Product Software is deemed to be a transfer with the sale of the
Eaton product and is subject to the provisions of this Agreement.

<b>8 RESTRICTED USES </b>

8.1 In relation to the Product Software, you warrant, represent and undertake
that you shall: (i) only use the Product Software with the license key, if the
Product Software is subject to the use of a license key; (ii) not use the
Product Software with any other third party hardware and/or software; (iii) not
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise
commercially exploit the Product Software, whether in whole or in part, or any
content displayed on the Product Software; (iv) not copy (except as expressly
permitted by this Agreement), enhance, decompile, modify, make derivative works
of, disassemble, reverse compile or reverse engineer, attempt to derive the
source of code of any part of the Product Software; (v) not copy (except as
expressly permitted by this Agreement), reproduce, distribute, republish,
download, display, post or transmit the whole or any part of the Product
Software in any form or by any means, except as expressly permitted in this
Agreement; (vi) not use any part of the Product Software to establish any
independent data files, databases, compendiums or any other reference materials
except to the extent such foregoing restriction is prohibited by applicable laws
or applicable open source license to, and only to, any open source software
component that is incorporated into the Product Software (if any). Any attempt
to do so is a violation of the rights of Eaton; (vii) not access or view Product
Software in order to build a similar or competitive product or service to the
Product Software; (viii) not provide false data including false names,
addresses, contact details and fraudulent credit card/debit card details; (ix)
not enter into fraudulent or deceptive interactions or transactions with Eaton
(which shall include entering into interactions or transactions purportedly on
behalf of a third party where you have no authority to bind that third party or
you are pretending to be a third party); (x) not use the Product Software in any
way that is unlawful, fraudulent or deceptive, or has any unlawful, fraudulent
or deceptive purpose or effect; (xi) not use the Product Software except in
conjunction with the operation of Eaton products to which the Product Software
pertains or other products described by Eaton in the Documentation; (xii) not
sell any products or services purchased through Eaton, without Eaton’s express
permission; (xiii) not intercept communications transmitted by way of a
telecommunications system and/or information society service; (xiv) not to
distribute, or otherwise provide to any third party any registration code
algorithms, registration codes, or encryption keys, where applicable, used by or
in connection with the Product Software without the prior written consent of
Eaton; (xv) not attempt to create any registration codes or passwords, where
applicable, to allow unauthorized activation of the Product Software, nor shall
you assist others in doing so; (xvi) not use any registration code algorithms,
registration codes or encryption keys, where applicable, that have not been
purchased from Eaton or an authorized representative of Eaton; (xvii) not
execute any form of network monitoring which will intercept data not intended
for you; (xviii) not install the Product Software on multiple devices or in
multiple locations without purchasing a separate license from Eaton or a third
party authorized by Eaton; (xix) use of the Product Software must at all times
comply with all applicable laws, rules and regulations and be strictly in
accordance with this Agreement; (xx) not use the Product Software to transmit,
or procure the sending of, any unsolicited or unauthorized advertising,
promotional material, chain letters, mass mailings or any other form of similar
solicitation (spam) or of any material that is illegal, offensive, abusive,
indecent, defamatory, obscene, menacing or in breach of proprietary rights,
confidence, privacy or any other right, or is injurious to third parties. (xxi)
not attempt to gain unauthorized access to the Product Software, its facilities
and/or services or any accounts, databases, computer systems, servers and
networks connected to the Product Software and the server on which our site is
stored. You shall not attack the Product Software via a denial of service
attack. You will not misuse the Product Software by knowingly or recklessly
introducing viruses, Trojans, worms, logic bombs, harmful data or other
materials which is malicious or harmful; (xxii) not use the Product Software to
harvest or otherwise collect by any means any program material or any
information whatsoever (including without limitation email addresses or other
personal details of other users); (xxiii) provide Eaton with accurate and
complete information and acknowledge that Eaton’s ability to deliver the Product
Software is dependent upon your cooperation, as well as the accuracy and
completeness of any information you provide to Eaton. Eaton shall not be liable
for any costs, expenses or liabilities resulting from your failure to cooperate
or to provide such information; (xxiv) not access the Product Software through
the use of any mechanism other than through the use of an authorized connection;
(xxv) not use any automated technology such as a robot, spider or scraper, to
access, scrape or data mine the Product Software; (xxvi) not modify the paper or
digital copies of any Materials you print or download in any way, and you must
not use any illustrations, photographs, video or audio sequences, or any
graphics separately from any accompanying text; (xxvii) not, without Eaton’s
prior express written permission, “mirror”, screen-scrape or frame by any other
similar method, any Materials contained on this Product Software on any other
server; (xxviii) not use any part of the Materials for commercial purposes
without obtaining permission from our licensors or us. If you are in breach of
these terms of use, your right to use the Product Software will cease
immediately and you must, at our option, return or destroy any copies of the
Materials you have made; (xxix) use reasonable endeavours to prevent any
unauthorized access to, or use of, the Product Software and, in the event of any
such unauthorized access or use, immediately without delay notify Eaton in
writing by email or by phone to the relevant contact information provided in the
“contact us” section below. 8.2 By breaching Clause 8.1 of this Agreement, you
could potentially commit a criminal offence. We will report any such breach to
the relevant law enforcement authorities, and we will co-operate with those
authorities by disclosing your identity to them. In the event of such a breach,
your right to use the Product Software will cease immediately. 8.3 We will not
be liable for any loss or damage caused by a distributed denial of service
attack, viruses or other technologically harmful material that may infect your
computer equipment, computer programs, data or other proprietary material due to
your use of the Product Software or to your downloading of any material posted
on it, or any website linked to it.

<b>9 THIRD PARTY SOFTWARE </b>

9.1 The Product Software may contain components (including, notwithstanding
Clause 10 of this Agreement, open source software components) that are owned by
third parties (<b>“Third Party Licensors”</b>) and are provided with,
incorporated into, linked to, or embedded in, the Product Software pursuant to
license arrangements between Eaton and any such third parties. Third Party
Licensor components in the Product Software are not licensed or warranted under
the terms of this Agreement, but are instead subject to any license arrangements
between Eaton and any such third parties. 9.2 You agree not to modify, delete or
obfuscate any copyright or other Intellectual Property Rights notices of Third
Party Licensors contained in the Product Software. 9.3 To the extent there are
any conflicts between the terms of this Agreement and any license arrangement
between Eaton and any such Third Party Licensor corresponding to Third Party
Licensor components or additional obligations by such Third Party Licensors that
are not set forth in this Agreement, the terms of the license arrangement
between Eaton and any such Third Party Licensor or the corresponding open source
license will prevail. 9.4 This Product Software contains the known third party
software (including third party open source software components) as listed on
the Green Motion DC 30/60 and Green Motion Duo product information page on their
respective web or mobile applications.

<b>10 OPEN SOURCE SOFTWARE </b>

10.1 The Product Software may contain certain components owned by Eaton that are
provided with, incorporated into, linked to, or embedded in the Product Software
that are subject to open source licenses (<b>“Eaton Open Source Components”</b
>). To the extent there are any conflicts between the terms of this Agreement
and any open license corresponding to Eaton Open Source Components or additional
obligations by any such open source license that are not set forth in this
Agreement, the terms of the open source license shall prevail. 10.2 This Product
Software contains the known Eaton Open Source Components as listed on the Green
Motion DC 30/60 and Green Motion Duo product information page on their
respective web or mobile applications.

<b>11 FEES</b>

11.1 Where applicable, Eaton may charge you for access to the Product Software.
You agree to pay all fees and charges, within the agreed upon billing period,
including taxes, incurred through your account at the rates in effect for the
billing period in which such fees and charges are incurred, including but not
limited to, charges for any products or services offered for sale through the
Product Software by Eaton (such fees, charges and taxes shall collectively be
referred to as <b>“Fees”</b>). Eaton reserves the right to change the amount of,
or basis for determining, any Fees, and to institute new Fees, effective upon
prior notice to you.

<b>12 SUPPORT SERVICES </b>

12.1 Eaton or its suppliers and distributors may, in their sole discretion,
provide you with support services related to the Product Software (the
<b>“Support Services”</b>). Use of Support Services is governed by the terms and
conditions for the applicable service offering (if any), the policies and
programmes described in the Documentation, and/or other Eaton-provided
Materials. 12.2 Any additional supplemental Materials provided to you as part of
the Support Services shall be considered part of the Product Software, as
applicable, and subject to the provisions of this Agreement.

<b>13 DISCLAIMER OF WARRANTY</b>

13.1 To the extent permitted by applicable law, you expressly acknowledge and
agree that use of the product software is at your sole risk and that the entire
risk as to satisfactory quality, performance, accuracy and effort of the product
software is with you. 13.2 To the fullest extent permitted by applicable law,
the Product Software, the Material and any information and any services
performed or provided by or in connection with the Product Software are provided
on an “as is” and “as available” basis, with all bugs and faults and without
warranty of any kind. Eaton, its affiliates, subsidiaries, and authorized
representatives hereby disclaim all warranties and conditions of any kind with
respect to the product software and any services, either express, implied,
statutory, or otherwise, including, but without limitation, any implied
warranties and/or conditions of merchantability, of satisfactory quality, of
fitness for a particular purpose, security, completeness, timeliness, accuracy,
quiet enjoyment, title, freedom from computer viruses, and of non-infringement
of third party rights. Neither Eaton, nor any of its affiliates or subsidiaries,
warrant that the functions or services contained in, accessed from, performed
by, displayed on, linked to/from, or provided by, the product software will meet
your requirements, that the operation of the product software or services will
be uninterrupted, error-free, timely, secure, or that defects or errors in the
product software or services will be corrected, or that the product software
will be compatible with any system, or that the product software will be free
from worms, viruses, malware, Trojan horses, or other harmful or disabling
components. 13.3 No oral or written information or advice given by Eaton, its
affiliates, subsidiaries, or any of their respective authorized representatives
shall create a warranty. You assume the entire cost of any and all necessary
repairs in the event you experience any loss or damage arising from the use of
the product software or any related goods or services. If you are dissatisfied
with the product software and/or any related goods or services, your sole and
exclusive remedy is to discontinue using the product software.

<b>14 LIMITATION OF LIABILITY</b>

14.1 Nothing in this agreement shall exclude or limit Eaton’s liability for
death or personal injury resulting from its negligenceor of its officers,
representatives, agents, affiliates, employees or any other liability which may
not be limited or excluded under applicable law. In no event shall Eaton nor any
of its officers or other representatives be liable for any loss or damages
arising out of or in connection with your use, inability to use or reliance on
any facilities, services, products and/or content offered through or from the
product software, including, but not limited to, direct loss, loss of data, work
stoppage, service interruption, computer failure, system failure, device damage
or malfunction, loss of income, profit or opportunity, loss of or damage to
property and claims of third parties or for any indirect or consequential loss
whatsoever, even if Eaton has been advised of the possibility of such loss or
damages, or such loss or damages were reasonably foreseeable. 14.2 To the
fullest extent permitted by law, Eaton, its affiliates, suppliers, licensors,
and any other party involved in creating, producing or delivering the product
software makes no warranties, either express or implied, about the product
software. The product software is provided "as is” and “as available”. 14.3
Except for your indemnification obligations pursuant to Clause 15 of this
agreement, in no event will the aggregate liability (whether arising out of
liability under breach of contract, tort (including but not limited to
negligence), misrepresentation, breach of statutory duty, breach of warranty or
claims by third parties arising from any breach of this agreement) of Eaton or
its employees or agents to you or to any third party for damages, direct or
otherwise, arising out of or in connection with this agreement exceed the lower
of $100 (one hundred United States dollars) or the cost of the product software,
regardless of the cause or form of action, and whether such claims are grounded
in contract, tort, strict liability or any other legal theory, notwithstanding
any failure of essential purpose of any limited remedy. 14.4 Nothing in this
agreement shall exclude or limit your liability under Clause 11 for any failure
to pay any fees due hereunder or for any breach, misuse or infringement of
Eaton’s intellectual property rights under Clause 21. 14.5 If you use the
Product Software for commercial, business or resale purpose we will have no
liability to you for any loss of profit, loss of business, business
interruption, or loss of business opportunity. 14.6 Each provision of this
Clause 14 excluding or limiting liability shall be construed separately,
applying and surviving even if for any reason one or the other of these
provisions is held inapplicable or unenforceable and shall remain in force
notwithstanding the termination of this agreement, howsoever arising.

<b>15 INDEMNIFICATION </b>

15.1 You agree to indemnify, defend, and hold harmless Eaton, including its
officers, directors, employees, affiliates, subsidiaries, agents, licensors,
authorized representatives, attorneys, business partners, and respective
successors and assigns (the <b>“Indemnified Parties”</b>) from and against any
and all claims, demands, actions, liabilities, judgments, awards, losses,
damages, costs and expenses (including reasonable legal fees, costs of defense,
and direct, indirect, punitive, special, individual, consequential, or exemplary
damages), Eaton or any of the Indemnified Parties suffer in relation to, arising
from, or from the purpose of avoiding, any claim or demand from a third party
that relates to your: (a) breach or violation of this Agreement; (b)
infringement, misappropriation or any violation of the rights of any other party
from use of the Product Software in violation of this Agreement; (c) violation
or non-compliance with any applicable law, rule, guidelines, acts, decrees,
orders or regulations; (d) use, alteration or export of the Product Software (or
any component thereof) in violation of this Agreement; and (e) the use of the
Product Software by you or any person using your account. 15.2 Eaton and its
affiliates reserve the right to assume the exclusive defense and control of any
claims or actions subject to indemnification by you and all negotiations for its
settlement or compromise, and you agree to fully cooperate with Eaton and its
affiliates upon request by Eaton.

<b>16 AMENDMENTS TO THIS AGREEMENT </b>

16.1 Eaton reserves the right to amend, modify, update or substitute any of the
provisions of this Agreement at any time. Any such amendment, modification,
update or substitution shall be notified to you either by email or when you next
login to your Product Software account or published on our website at eaton.com
(the <b>“Eaton Website”</b>), as appropriate. You have the right to withdraw
from this Agreement if you do not accept any amendments, modifications, updates
or substitution of any of the provisions of this Agreement and in such an event
you must cease all access and use of the Product Software immediately. By
continuing to use the Product Software after Eaton posts or otherwise notifies
you of any changes, you accept and agree to the terms and conditions, as
modified.

<b>17 FOR AUTHORIZED PARTIES IN CALIFORNIA </b>

17.1 In compliance with California Civil Code §1789.3, if you reside in
California you have the right to contact Eaton with any complaints or to seek
additional information. You may email Eaton at
<a href="mailto:dataprotection@eaton.com">dataprotection@eaton.com</a>. 17.2 If
you reside in California and have any questions or complaints about the use of
the Eaton provided Product Software you may also contact: The Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs through writing at 400 R Street, Suite 1080,
Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
Hearing impaired persons may call (916) 928-1227 or (800) 326-2297 via TTY
device. For further details, please visit
https://www.dca.ca.gov/about_us/contactus.shtml. 17.3 You acknowledge and agree
that this Clause 17 shall only apply to you if you are resident in California.

<b>18 ENFORCEMENT RIGHTS </b>

18.1 Eaton are not obligated to monitor the access or use of the Product
Software, but Eaton reserves the right to do so for the purpose of operating the
Product Software, to ensure compliance with these terms, and to comply with
applicable law or other legal requirements. Eaton may consult with and disclose
unlawful conduct to law enforcement authorities; and pursuant to valid legal
process, Eaton may cooperate with law enforcement authorities as part of an
investigation and/or to prosecute users who violate the law. In addition to any
of its other rights or remedies, Eaton reserves the right to suspend or
terminate your access to all or a portion of your Product Software account,
without any liability, if Eaton reasonably suspects that your use of the Product
Software is harming or threatening to harm Eaton’s systems, or in Eaton’s
reasonable opinion you have violated your responsibilities. Eaton reserves the
right to investigate any violation of these terms and any conduct that affects
the Product Software.

<b>19 CONFIDENTIAL INFORMATION </b>

19.1 All information provided via the Product Software is Eaton’s confidential
information. You agree to protect Eaton’s confidential information, using the
same degree of care used to protect your own confidential or proprietary
information, but in any case, using no less than a reasonable degree of care.
19.2 You agree to only use Eaton’s confidential information for the purposes of
obtaining the benefit set out in this Agreement and for no other purpose. You
agree not to use or disclose Eaton’s confidential information without the prior
written consent of Eaton, except to share it with your employees who have a need
to know the information and are bound by a duty of confidentiality covering the
information that is at least as restrictive as the obligations in this
Agreement. You agree not to otherwise disclose such information to any third
party without the prior written consent of Eaton. You shall be liable to Eaton
for any breach of the confidentiality obligations in this Clause 20 of this
Agreement by your employees. 19.3 Except for personally identifiable
information/personal data, the use and disclosure of which is addressed in the
Privacy Statement for the Product Software, any and all information and content
provided by you to Eaton is provided on a non-proprietary and non-confidential
basis, regardless of whether the information or content is marked or otherwise
identified as confidential or proprietary. You agree that Eaton has a
royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license
to use, reproduce, modify, adapt, publish, translate, create derivative works
from, distribute, perform, and display any provided information or content for
the purpose of operating and/or marketing the services or any related services
rendered by Eaton. This license includes any right of publicity rights that may
be present in the provided information or content. 19.4 The provisions of this
Clause 20 shall survive the expiration or termination of this Agreement.

<b>20 INTELLECTUAL PROPERTY OWNERSHIP</b>

20.1 This Agreement does not transfer any Intellectual Property Rights from
Eaton to you. Except for the express licenses granted herein, all right, title
and interest (including Intellectual Property Rights) in and to any intellectual
property owned, created or independently developed by Eaton, including, but not
limited to, the Product Software and any derivative work, customisation,
modification or enhancement thereof (including all Intellectual Property Rights
in any of the foregoing), whether developed prior to, during, or after this
Agreement, will remain solely with Eaton and its licensors. Eaton grants no
implied licenses hereunder. 20.2 You may provide suggestions, comments or other
feedback (<b>“Feedback”</b>) relating to the Product Software. Your Feedback,
even if designated as confidential, shall not, absent a separate written
agreement, create any confidentiality obligation for Eaton. Eaton shall be free
to use, disclose, reproduce, license or otherwise distribute and exploit such
Feedback as it sees fit, entirely without obligation or restriction of any kind
on account of intellectual property rights or otherwise. 20.3 You may print off
one copy, and may download extracts, of any page(s) of the Materials solely for
internal business purposes only. Any paper or digital copies of any Materials
which you have printed off or downloaded in any way must not be modified, and
you must not use any illustrations, photographs, video or audio sequences or any
graphics separately from any accompanying text. 20.4 The content on the Product
Software, including all information, text, graphics, images, hyperlinks,
illustrations, designs, icons, photographs, documents, products, computer
programs, services and written and other materials (collectively, the
<b>“Materials”</b>), and such information is for general guidance purposes only.
20.5 Unless otherwise noted, all Materials are copyrights, trademarks, trade
dress and/or other intellectual properties owned by, controlled by or licensed
to Eaton or third parties (hereinafter, the <b>“Third-Party Providers”</b>).
20.6 Except as stated herein, and to the extent permitted by law, none of the
Materials may be copied, reproduced, distributed, republished, downloaded,
displayed, posted or transmitted in any form or by any means, including, but not
limited to, electronic, mechanical, photocopying, recording, or otherwise,
without the prior express written permission of Eaton or the Third-Party
Provider. 20.7 Any use of these Materials on any other website or networked
computer environment for any purpose is prohibited. Any unauthorized use of any
Materials contained on this Product Software may violate copyright, trademark,
and other laws, including but not limited to laws of privacy and publicity, and
may result in severe civil and criminal penalties.

<b>21 TERMINATION OR SUSPENSION </b>

21.1 This Agreement and the license granted hereunder, shall come into force on
the creation of your Product Software account and shall continue in full force
and effect unless this Agreement is terminated in accordance with its terms.
21.2 Eaton reserves the right, in its sole discretion and without notice to you,
to suspend, terminate, modify or delete an account or access to the Product
Software or parts thereof, if you are, or Eaton reasonably suspects that you
are, failing to comply with any of the provisions of this Agreement or for any
actual or suspected illegal or improper use ofthe Product Software. If you use
multiple accounts, if Eaton does take action against you, you may have action
taken against all your accounts. 21.3 For the avoidance of doubt, any wilful
unauthorized use, copying, modification, reverse engineering, disclosure,
distribution or sublicensing of the Intellectual Property Rights in the Product
Software or any related methods, algorithms, techniques or processes by you,
your employees, agents, representatives, officers or directors will be deemed a
material breach of this Agreement that cannot be cured, and termination may be
immediate. 21.4 Upon termination for any reason: (i) all rights and licenses
granted to you under this Agreement shall cease; (ii) you must cease all
activities authorized by this Agreement, including your use of the Product
Software; (iii) you must immediately delete, remove and cease access to the
Product Software from all devices on which the Product Software has been
installed and all copies of the Product Software then in your possession,
custody or control. Eaton may also require that you provide it with evidence of
compliance with this provision; (iv) you must immediately return or destroy all
confidential information of Eaton in your possession, provided that you shall
not be required to delete Eaton’s confidential information that is and remains
stored solely on backup storage pursuant to your standard backup retention
procedures if only persons of advanced information technology knowledge and
ability would be able to locate and access such information (but such
information shall nonetheless remain subject to confidentiality obligations
contained herein); (v) we may remotely access your devices and remove the
Product Software from them and cease providing you with access to the Product
Software.

<b>22 LINKS </b>

22.1 The Product Software and its Documentation may contain links to third party
websites, services and/or display advertisements for third parties (together,
<b>“Third Party Links and Ads”</b>). Such Third Party Links and Ads are not
under Eaton’s control. Eaton disclaims all liability and responsibility for any
Third Party Links and Ads and you acknowledge and agree that Eaton is not
responsible or liable for: (a) the availability or accuracy of such Third Party
Links and Ads; or (b) the contents, products or services on or available from
such Third Party Links and Ads. Your use of Third Party Links and Ads is at your
own risk and is subject to the terms and conditions of the applicable third
party. Eaton provides Third Party Links and Ads for your convenience and does
not review, approve, monitor, endorse, warrant, or make any representations with
respect to Third Party Links and Ads. You will need to make your own independent
judgement about whether to use any such independent sites, including whether to
buy any products or services offered by them.

<b>23 REPRESENTATIONS, WARRANTIES, COVENANTS AND DISCLAIMERS </b>

23.1 You undertake, represent and warrant that: (i) you shall comply, at your
own expense, with all applicable present or future laws, statutes, instruments,
regulations, orders, directives, enactments, including any amendment, extension
or replacement thereof which is in force from time to time and which in any way
relates to this Agreement and/or the provision of the Product Software or
results from your obligations under this Agreement. Without limiting the
foregoing, you shall comply with all contracting and procurement regulations
associated with the Product Software; (ii) you have full power and authority to
enter into this Agreement; (iii) you shall conduct your business in a manner
that reflects favourably at all times on the Product Software and the name and
goodwill of Eaton; (iv) you shall make no representations, warranties, or
guarantees on behalf of Eaton; (v) you shall from refrain from amending or
varying this Agreement. 23.2 Eaton makes no representations or warranties of any
kind regarding the Product Software, the Material, information or any other
matter, either express or implied, including, but not limited to implied
warranties of fitness for a particular purpose, merchantability, title,
accuracy/freedom from error, non-infringement or otherwise. You are not
authorized to make any warranty commitment on Eaton’s behalf, whether written or
oral. You understand that the Product Software and its Documentation may include
hyperlinks to other websites or content or resources. Eaton has no control over
any websites or resources which are provided by companies or persons other than
Eaton. You acknowledge and agree that Eaton is not responsible whatsoever for
any harm suffered by you on or in any way due to any third party websites or
resources, even where they are accessed from or referred or linked to such sites
by the Product Software or its Documentation. You acknowledge and agree that
Eaton is not responsible for the availability of any such external sites or
resources, and does not endorse any advertising, products or other materials on
or available from such websites or resources. You acknowledge and agree that
Eaton is not liable for any loss or damage which may be incurred as a result of
the availability of those external sites or resources, or as a result of any
reliance placed by you on the completeness, accuracy or existence of any
advertising, products or other materials on, or available from, such web sites
or resources.

<b>24 FORCE MAJEURE</b>

24.1 Notwithstanding anything else contained in this Agreement, Eaton shall not
be liable for any delay in providing the Product Software or support for the
Product Software if such delay arises from or is attributable to acts, events or
omissions beyond its reasonable control, including (but not limited to)
pandemics, epidemics or endemics, nuclear accident, acts of God, war or
terrorist activity, riot, civil commotion, malicious damages (excluding
malicious damage involving your employees or your sub-contractors), compliance
with any law or governmental order or regulation, accident, industrial action by
employees of any provider of electrical power, breakdown of plant or machinery,
fire, flood or storm (a <b>“Force Majeure Event”</b>) subject to Eaton promptly
notifying you in writing of the reasons for the delay and the expected duration
of the delay. 24.2 The performance of Eaton shall be suspended during the period
that the Force Majeure Event persists and Eaton shall be granted an extension of
time for performance equal to the period of the delay arising as a result of the
Force Majeure Event. 24.3 If a Force Majeure Event continues for more than sixty
(60) calendar days, Eaton may terminate this Agreement immediately by notice in
writing and neither shall be liable to the other by reason of this termination.

<b>25 MISCELLANEOUS </b>

25.1 If a term is found unenforceable or invalid, that term will be enforced to
the maximum extent permissible and the remaining provisions of the Agreement
will remain in full force and effect and an enforceable term will be substituted
reflecting our intent as closely as possible. You may not assign or transfer any
of your rights under this Agreement, and any such attempt will be void. Eaton
may freely assign or transfer its rights to any of its affiliates or
subsidiaries, or to any successor in interest of any business associated with
the Product Software. Subject to the foregoing, this Agreement will bind and
ensure to the benefit of the parties, their successors and permitted assigns.
Eaton’s failure to enforce a term of this Agreement is not a waiver of its right
to do so later. No failure or delay by Eaton or its affiliates to exercise any
right or enforce any obligation shall impair or be construed as a waiver or
ongoing waiver of that or any other right or power. Waiving one breach will not
be construed to waive any succeeding breach. All waivers must be in writing and
signed by the party waiving rights.

<b>26 REGULATORY MATTERS</b>

26.1 The Product Software, Documentation and Materials as well as parts of any
of these (e.g., new versions, releases, updates, upgrades, patches, fixed or
correction of the Product Software) are subject to export laws of various
countries, including, without limitation, the laws of the United States, the EU
and Ireland (<b>“Export Laws”</b>). You agree that you will not submit the
Product Software, Documentation or other Materials or parts of any of these to
any government agency for licensing consideration or other regulatory approval
without the prior written consent of Eaton, and that you will not export,
re-export or import any Product Software, Documentation and/or Materials to
countries, persons or entities prohibited by any applicable Export Law. You
represent and warrant that you are not located within an embargoed nation and
that you are not otherwise prohibited under the Export Laws from receiving
access to or using the Product Software, Documentation or other Materials. In
that context, you are responsible for complying with all applicable Export Laws.
If Eaton wants to deliver and/or grant access to the Product Software,
Documentation, Materials, or parts of any of these directly to you, you will
support Eaton in obtaining any required authorization, approval or other consent
from the competent authorities, by providing any necessary or useful
declarations or other necessary or useful information, e.g., end user
certificates, as may be requested by Eaton. You acknowledge that the delivery of
and/or granting of access to the Product Software, Documentation and Materials
as well as parts of any of these may be subject to the prior obtaining of export
or import authorisations or both from the competent authorities and that this
process may (i) considerably delay or prevent the delivery of and/or granting of
access to the Product Software, Documentation and Materials or part of any of
these, (ii) impact Eaton’s ability to provide services and (iii)) lead to Eaton
having to limit, suspend or terminate your access to any services. 26.2 Eaton
assumes no responsibility or liability: (i) For any delay caused in the delivery
and/or granting of access to the Product Software, Documentation and Materials
or parts of any of these due to export or import authorizations or both having
to be obtained from the competent authorities; (ii) If any required
authorization, approval or other consent for the delivery of and/or granting of
access to Product Software, Documentation and Materials or parts of these cannot
be obtained from the competent authorities; and (iii) If the delivery of and/or
granting of access to the Product Software, Documentation and Materials or parts
of any of these is prevented due to applicable Export Laws; and (iv) If access
to any services has to be limited, suspended or terminated due to applicable
Export Laws. 26.3 Eaton may terminate this Agreement with thirty (30) days’
prior written notice if Eaton may not deliver or grant access to the Product
Software, Documentation and Materials to you due to an embargo or other
comparable trade sanction, which is expected to be in place for six (6) months
or longer. 26.4 If the Product Software is licensed to agencies of the U.S.
Government, the Product Software is a "commercial item" as that term is defined
at 48 C.F.R. § 2.101, consisting of "commercial computer software" and
"commercial computer software documentation", as such terms are used in 48
C.F.R. § 12.212, and is provided to the U.S. Government only as a commercial end
item. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through
227.7202-4, all U.S. Government End Users acquire the Product Software with only
those rights set forth herein. Contractor/manufacturer is Eaton Corporation,
1000 Eaton Boulevard, Cleveland, Ohio 44122.

<b>27 GOVERNING LAW AND JURISDICTION</b>

27.1 This Agreement and any dispute or non-contractual obligation arising out
of, or in connection with, it shall be governed by, and construed in accordance
with, the laws of Ireland. You agree that the courts of Ireland are to have
exclusive jurisdiction to settle any dispute (including claims for set off and
counterclaims), claims, actions, suits or other proceedings which may arise in
connection with the creation, validity, effect, interpretation or performance
of, or the legal relationships established by, this Agreement or otherwise
arising in connection with this Agreement and for such purposes irrevocably
submit to the jurisdiction of the Irish courts. You acknowledge and agree that
you must initiate a cause of action for any claim(s) arising out of or relating
to this Agreement and its subject matter within one (1) year from the date when
you knew, or should have known after reasonable investigation, of the facts
giving rise to the claim(s). 27.2 Notwithstanding the foregoing, any dispute or
non-contractual obligation arising out of, or in connection with the Agreement,
may be resolved by arbitration in accordance with the UNCITRAL Arbitration
Rules. The parties shall seek to jointly appoint a single arbitrator. If they
fail to reach an agreement to the name of the arbitrator within a period of
fifteen (15) Business Days from the time when either party proposes the name of
an arbitrator to the other party, then either party may apply to the Chairman of
the Chartered Institute of Arbitrators in Ireland to nominate an arbitrator and
that nominated person shall be the sole arbitrator for the purposes of this
Agreement (the <b>“Arbitrator”</b>). The Arbitrator shall take its decision
under Irish law and not in equity, and the decision of the Arbitrator shall be
final and binding (save for fraud or manifest error). The place of arbitration
shall be Dublin and the language of the arbitration shall be English.

<b>28 CYBERSECURITY</b>

28.1 You agree to comply with Eaton Assemblies Cybersecurity Hardening
Guidelines at www.eaton.com/assemblies-security (<b
    >“Cybersecurity Guidelines”</b
>). Eaton is not responsible for a breach of data or electronic system security
caused by any third party equipment/product or modification made to the Product
Software or related Eaton product other than by Eaton, including, but not
limited to, a system intrusion or interference, virus or malicious code attack,
loss of data, data theft, misuse, unauthorized access to confidential, personal,
and sensitive information and/or non-public personal information, hacking
incident or any acts of data ransom, caused by any third-party
equipment/product, modification made to the Product Software or the related
Eaton Product other than by Eaton, or failure by You to comply with the
Cybersecurity Guidelines. Eaton may revise the Cybersecurity Guidelines at any
time without prior notice. You are responsible for obtaining (at your expense)
assurances from third-party suppliers with respect to cybersecurity for third
party equipment/product. You are responsible to ensure all users of the Product
Software or the related Eaton Product is made aware of and complies with the
Cybersecurity Guidelines.

<b>29 AGREEMENT</b>

29.1 This Agreement (and any associated order form or other agreements
referenced herein) constitutes the entire and exclusive agreement between you
and Eaton with respect to the subject matter of this Agreement, and supersedes
and replaces any other prior or contemporaneous agreements, or terms and
conditions applicable to the subject matter of this Agreement. No provisions in
your purchase orders, or in any other business forms employed by you, will
supersede the terms and conditions of this Agreement.

<b>30 CONTACT US </b>

Any questions regarding this Agreement should be directed to Eaton at: Eaton
Attn: IP Law Group 1000 Eaton Boulevard Mail Code 4N Cleveland, OH 44122 Eaton
Attn: Global Data Protection and Privacy Office 1000 Eaton Boulevard Cleveland,
OH 44122 Email:
<a href="mailto:dataprotection@eaton.com">dataprotection@eaton.com</a>

Customer Service Contact Information: Email:
<a href="mailto:BGtechsupport@eaton.com">BGtechsupport@eaton.com</a>
