END USER LICENSE AGREEMENT

Unless otherwise agreed in a separate agreement signed by G2 Integrated Solutions, LLC (“G2-IS”) and 
the organization agreeing to these terms (“Licensee”), this End User License Agreement (“EULA”) governs 
the download, installation, or use of G2-IS’ software by Licensee or any accompanying documentation 
(together, the “Software”). By clicking “I Agree”, by installing or otherwise using the Software, Licensee
agrees to the terms of this EULA. If an individual is entering into this EULA on behalf of an organization 
such organization shall be deemed Licensee and such individual represents and warrants that he has the power 
and authority required to bind such organization to this EULA. 

1. LICENSE GRANT. Conditioned to payment of the applicable fees and upon Licensee’s compliance with the 
terms and conditions herein, G2-IS grants to Licensee a PERPETUAL (subject to clause 5), non-exclusive, 
and nontransferable license to load, install and run machine readable copies of the Software, solely for 
Licensee internal business use (the “License”). G2-IS reserves all rights in the Software not expressly 
granted to Licensee in these terms and conditions. 

2. PERMITTED USE. The license granted to Licensee in Article 1 gives Licensee permission to do the following:

(a) display, perform or use the properly installed Software for the Software’s intended use as specified in 
accompanying manuals and documentation to optimize Licensee assets for Licensee internal business operations;

(b) collect data on Licensee assets and process that data in the Software to optimize those assets;

(c) provided that Licensee reproduces all copyright and other proprietary notices, and retains and includes 
all ownership and use restrictions that are on the original copy of the Software, Licensee may make copies 
of the Software for backup purposes as part of Licensee’s normal computer data-backup routine; and

(d) install the Software on non-production computer systems designated for disaster recovery, failover, staging 
and/or testing, provided that the Software be used on non-production computer systems only during temporary periods 
as required to carry out the designated purpose associated with the nonproduction computer systems. 

Licensee must promptly notify G2-IS of any unauthorized use of the Software.

3. LICENSE RESTRICTIONS. Except as expressly and unambiguously permitted by these terms and conditions,
Licensee shall not: 

(a) copy (except in the course of loading or installing) or modify the Software, including, 
but not limited to, adding new features or otherwise making adaptations that alter the functioning of the Software; 

(b) separate components of the Software for independent use or for use with other software, computer code, data or 
information other than for expressly permitted uses under the License; 

(c) make, alter, modify, adapt, translate, make derivate works of, copy, reproduce, publish, republish, upload, post, 
repost, transmit, mirror, distribute or redistribute the Software in any way without G2-IS’ specific written consent; 

(d) remove or permit the removal of any Legends, product identification marking or any patent, copyright, trademark, 
or other proprietary or legal notice, on or in the Software or copies thereof; 

(e) grant any security interest in or lien on the Software, or otherwise impose or permit any other obligations with 
respect to the Software; 

(f) transfer, sublicense, rent, lease, sublicense, lend or otherwise distribute the Software to any third party except; 

(g) make the functionality of the Software available to users outside Licensee’s organization (including any contractors 
or subcontractors) through any means, including, but not limited to, by uploading the Software to a network or file-sharing 
service or through any hosting, application services provider, service bureau, software-as-a-service or any other type of services.
Licensee acknowledges and agrees that portions of the Software, including, but not limited to, the source code and the
specific design and structure of individual modules or programs, constitute or contain trade secrets of G2-IS and its
licensors. Accordingly, Licensee agrees not to reverse engineer, disassemble, decompile, or discover the source code or
underlying ideas, methods, processes or algorithms of the Software or any data or information contained in the Software,
or create any derivative work of the Software, in whole or part, or permit or authorize a third party to do so, except to the
extent such activities are expressly permitted by law notwithstanding this prohibition.

4. OWNERSHIP OF SOFTWARE. Licensee’s copy of the Software is licensed, not sold. G2-IS retains ownership of
the copyright, title and ownership of the Software and any accompanying written materials ("Documentation"), including
all intellectual property rights therein, regardless of the form or media in or on which the original and other copies may exist.
The Software is protected by United States copyright law and international treaties. Licensee will not delete or in any manner
alter the copyright, trademark and other proprietary rights notices or markings appearing on or in the Software as
delivered to Licensee.

5. INJUNCTIVE RELIEF. Notwithstanding anything to the contrary in these terms and conditions, any breach of any
provision of these terms and conditions regarding confidentiality, limitations of the License Grant or use of the
Software or protection of Proprietary Rights of G2-IS or Confidential Information of G2-IS would constitute irreparable
harm that is not fully compensable by money damages. G2-IS will be entitled to specific performance or injunctive relief or
both, in addition to other remedies at law or in equity. G2-IS will also be entitled to obtain injunctive relief, restraining
orders, specific performance, or other equitable relief as may be necessary or appropriate to prevent or curtail any breach,
threatened or actual, without posting any bond or security. The remedies in this Section 5 are in addition to, and without
prejudice to, any other rights or remedies G2-IS may have at law or in equity.

6. TERMINATION. Any unauthorized use of the Software will breach these terms and conditions and will be
grounds for termination. Should either Party become aware of any unauthorized use of the Software, then that Party shall
notify the other Party as to this unauthorized use. Licensee shall then be given 30 days to remedy this unauthorized use.
Should Licensee be unable to remedy, G2-IS shall provide notice to Licensee that G2-IS is entitled to terminate the
License. The License will terminate immediately and without notice from G2-IS if Licensee fails to comply with the terms
hereof. Upon termination of the License, Licensee will immediately uninstall and destroy all copies of the Software in Licensee
possession or control.

7. EXPRESS LIMITED 60-DAY WARRANTY. 
Commencing on the Effective Date of the License and continuing for a period of sixty days (“Warranty Period”), 
G2-IS warrants only that the Software will 

(a) conform with all material operational features and performance characteristics expressly provided in the documentation 
supplied by G2-IS, if any, and in any orders for work agreed and signed by G2-IS, if any, and 

(b) be free of errors and defects that materially affect the performance of these features.

The following requirements must be met for the Express Limited Warranty to apply:

(a) Licensee will install, implement and operate the Software in accord with all written G2-IS instructions (provided through
the user manual for the Software) and these terms and conditions;

(b) During the Warranty Period Licensee will notify G2-IS in writing of any nonconformity, error or defect within 30 days of
discovery; and

(c) Licensee will promptly and properly install Software updates (subject to Licensee receiving the release notes from
G2-IS prior to release of Software updates), if any, received from G2-IS. 

If Licensee notifies G2-IS in writing (according to the previous Subpart) of any nonconformity, error, or defect in the Software, 
G2-IS will provide telephone consultation on such nonconformity, error or defect, and G2-IS will at its sole and exclusive option repair or replace 
the Software at G2-IS’ sole cost and expense. THE REMEDIES SET OUT IN THIS ARTICLE 7 ARE LICENSEE’S SOLE AND EXCLUSIVE
REMEDIES AGAINST G2-IS AND ITS GROUP FOR BREACH OF THE EXPRESS LIMITED 60-DAY WARRANTY. “Group” means a Party and that Party’s
ultimate parent and its subsidiaries and successors, and their officers, directors, employees, agents, subcontractors and
representatives. 

Notwithstanding any other provision of these terms and conditions to the contrary, the Express Limited 60-day
Warranty will not apply to nonconformities, errors, or defects caused by:

(a) use of the of the Software for a purpose, or in a manner, that is not consistent with the written instructions (provided
through user documentation for the Software);

(b) interactions with corrupt, incorrect, or otherwise incompatible data;

(c) Licensee failure to utilize compatible computer and networking hardware and software in accordance with the
specification provided by G2-IS;

(d) interactions with software or firmware not provided by G2-IS;

(e) any changes to Licensee operating-system software;

(f) Licensee failure to install Software updates (subject to Licensee receiving the release notes from G2-IS prior to release
of Software updates) provided by G2-IS; or

(g) any other causes external to the Software not arising by reason of fault or negligence of G2-IS.

G2-IS does not warranty or support any third party services and will not be responsible for any act or omission on the part of
such third party or its service. Any and all warranties shall be void if the Software is damaged or rendered unserviceable by:

(a) the acts or omissions by non- G2-IS personnel; 

(b) misuse, theft, vandalism, fire, water, or other peril; and 

(c) alterations or additions to the Software not authorized by G2-IS.

G2-IS DOES NOT GUARANTEE THAT THE SOFTWARE WILL: PROVIDE ANY SPECIFIC RESULT OR THE
RESULT LICENSEE DESIRES; MEET LICENSEE’S REQUIREMENTS; OPERATE IN THE COMBINATIONS
THAT LICENSEE MAY SELECT FOR USE; OPERATE UNINTERRUPTED OR ERROR-FREE; BE WITHOUT
BUGS; OR WORK ON LICENSEE’S COMPUTER SYSTEM, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED.

USERS MUST HAVE AND EXERCISE APPROPRIATE KNOWLEDGE AND EXPERTISE TO UTILIZE THE
SOFTWARE AND ANY RESULTS OR OUTPUT FROM SAME. THE SOFTWARE IS NOT AN EXPERT SYSTEM
AND RESULTS ARE NOT GUARANTEED. USERS MUST POSSESS AND APPLY SUFFICIENT
KNOWLEDGE AND EXPERTISE TO OBTAIN ACCEPTABLE RESULTS. G2-IS DOES NOT HAVE ANY
OBLIGATION OR LIABILITY FOR DAMAGES OF ANY TYPE RELATING TO ANY PARTY’S USE OR INABILITY
TO USE THE SOFTWARE (EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND CONDITIONS) OR
INFORMATION FROM THE SOFTWARE. 

LICENSEE ACKNOWLEDGES AND AGREES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN 
THESE TERMS AND CONDITIONS HAVE BEEN MADE RESPECTING THE SOFTWARE OR SERVICES TO BE PROVIDED 
UNDER THE LICENSE, AND THAT LICENSEE HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY 
SET OUT IN THESE TERMS AND CONDITIONS.

8. NO OTHER WARRANTY. THIS SOFTWARE, DOCUMENTATION, SERVICE, SUPPORT, HOSTING,
AND INFORMATION RELATED TO THE SOFTWARE ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF
ANY KIND. G2-IS DISCLAIMS, TO THE EXTENT ALLOWED BY LAW, ALL WARRANTIES AND
CONDITIONS, EITHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE (EVEN IF G2-IS HAS BEEN INFORMED OF THE PURPOSE) AND NONINFRINGEMENT, AND ANY WARRANTIES AND
CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. G2-IS DOES NOT WARRANT
THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN
INFORMATION OR ADVICE OBTAINED FROM G2-IS OR ELSEWHERE SHALL CREATE ANY WARRANTY
OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

9. INDEMNITY. 

9.1 Indemnification by G2-IS. G2-IS will RELEASE, DEFEND, INDEMNIFY AND HOLD Licensee HARMLESS
during the term of the License from claims that G2-IS lacks the right or authority to license the Software or that the Software
installed and used as specified and directed by G2-IS intentionally infringes any U.S. copyright, trade secret, or
patent. This indemnity is conditioned on Licensee notifying G2-IS in writing within 10 days of Licensee becomes aware of
any such claim and this indemnity does not apply to any modification not made by G2-IS or at G2-IS’ request. This
indemnity also does not apply to content, processes, articles or information not supplied by G2-IS and does not apply to any
continuing alleged infringement after being notified thereof or after being provided with a non-infringing substitute. This
indemnity does not apply in the case of misuse of the Software or use of the Software in a manner not in accord with these
terms and conditions or documentation supplied with the Software. Licensee authorizes G2-IS to defend, compromise,
or settle the suit or claim to the extent G2-IS defends and indemnifies Licensee under these terms and conditions and
Licensee will provide G2-IS all available information and reasonable or necessary assistance to enable G2-IS to defend
any claim. This Article 9.1 states the exclusive remedy and entire liability of G2-IS with respect to any claimed
infringement of any Proprietary Rights (defined below) by the Software or Licensee’s authorized use of the Software. G2-IS
will RELEASE, DEFEND, INDEMNIFY AND HOLD Licensee HARMLESS during the term of the License from G2-IS’ own Consequential 
Loss, arising from, relating to or in connection with the performance or non-performance under
these terms and conditions.

9.2 Indemnification by Licensee. Licensee will RELEASE, DEFEND, INDEMNIFY AND HOLD G2-IS HARMLESS
from any claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from 

(a) Licensee’s use or misuse of the Software, 

(b) Licensee’s failure to comply with any term in these terms and conditions; 

(c) any claim of infringement of any intellectual property right by any third party to the extent the claim involves articles, 
information or software supplied, provided or modified by Licensee; 

(d) any claim of infringement of any intellectual property rights by any third party to the extent the claim involves articles, 
information or software supplied, provided or modified by or any third Party; and 

(e) Licensee’s breach of the obligations under these terms and conditions. 

Licensee will RELEASE, DEFEND, INDEMNIFY AND HOLD G2-IS HARMLESS during the term of the License from Licensee’s own Consequential 
Loss, arising from, relating to or in connection with the performance or non-performance under these terms and conditions.

For the purposes of this clause 9, Consequential Loss shall be defined as; loss and/or deferral of production, loss of product,
loss of use, loss of revenue, profit or anticipated profit (if any) whether or not foreseeable at the commencement of the License
and shall also include incidental, punitive, exemplary, and indirect damages.

10. AUDIT RIGHTS. G2-IS may, upon reasonable notice and at their expense, audit during business hours Licensee’s use
of the Software according to the terms and conditions herein. If an audit determines that Licensee distributed, disseminated,
copied or used the Software contrary to these terms and conditions, G2-IS will provide Licensee with notice to remedy
this breach within 30 days of the notice. Should Licensee be unable to remedy this breach, then G2-IS will provide an
estimate for the additional license costs and submit to Licensee for discussion of reimbursement of G2-IS.

11. EXPORT LAW. Licensee agrees to comply fully with all U.S. export laws and regulations to ensure that neither the
Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or
indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

12. LIMITATION OF LIABILITY. “Affiliate” means, with respect to a Party, any entity that controls or is controlled
by such Party, or is under common control with such Party. For purposes of this definition, an entity shall be deemed to
control another entity if it owns or controls, directly or indirectly, at least fifty percent (50%) of the voting equity of
another entity (or other comparable interest for an entity other than a corporation). Notwithstanding anything to the contrary
in these terms and conditions and only except as provided in Article 9.1 herein, G2-IS’ total aggregate liability for loss or
damage arising under or in connection with the License whether based in contract, tort (including negligence), strict
liability, indemnity, or any other legal theory and whether in favor of Licensee, one of Licensee’s Affiliates, a third party, or
otherwise, including all attorney’s fees and costs at trial and on appeal and to prove indemnity, is limited to the lesser of the
amount equal to the total fees charged to Licensee by G2-IS for the Software or $100,000 (one hundred thousand dollars) and
Licensee will RELEASE, DEFEND, PROTECT, INDEMNIFY, and HOLD HARMLESS G2-IS from any liability in excess of this amount.

13. TITLE AND OWNERSHIP.

13.1 “Proprietary Rights” means all rights granted or held worldwide by the Parties or its Group through international
agreement, contract or individual government grant under patent, copyright, neighboring rights, industrial design, trade
secret, moral rights, database protection, trademark, publicity rights, contract or registration law or remedies of any kind.
Neither Party intends to transfer or sell any of its intellectual property rights under these terms and conditions.

13.2 As between G2-IS, Licensee, or any third party, ownership of and title to Proprietary Rights, Confidential
Information or modifications related to or embodied therein or in the Software will remain wholly owned by G2-IS, subject
only to the License granted to Licensee under these terms and conditions. Notwithstanding any other term or condition
herein, any right or privilege Licensee has to copy or reproduce the Software is subject to the following conditions:

(a) G2-IS retains or is provided all right, title, and interest in and to any copies or reproductions of the Software, 
in whole or in part; or,

(b) to the extent that G2-IS cannot or does not retain or obtain all right, title, and interest in and to any copies or reproductions
of the Software, Licensee expressly, unconditionally, and irrevocably waives and releases every right, power, privilege
and immunity Licensee may have under applicable law (including U.S. copyright law under 17 U.S.C. §§ 109 and 117),
whether express or implied, to distribute copies or reproductions to or allow use by another person or entity not
expressly authorized under these terms and conditions, or to copy or modify the Software, in whole or in part. 

13.3 All Proprietary Rights in any reports, document, graphs, charts, photographs or any other material (in whatever
medium) (“Reports”) produced as an output of the Software based on Licensee’s information pursuant to these terms and
conditions shall belong to Licensee. Licensee agrees and acknowledges that G2-IS retains any and all Proprietary Rights
in concepts, ideas and inventions that may arise during the preparation or provision of any Report (including any
deliverables provided by G2-IS to Licensee) and the provision of services to Licensee. Licensee acknowledges that G2-IS may
retain all materials necessary to document the services in its archives for evidentiary purposes.

14. CONFIDENTIALITY. Licensee agrees that the Software and the fee arrangements between Licensee and G2-IS
embody valuable trade secrets, copyright, confidential information, Proprietary Rights and other intellectual property
consisting of, but not limited to, algorithms, logic, design, look and feel, display, process and coding methodology proprietary
to G2-IS (“Confidential Information”). Licensee will safeguard the confidentiality of the Software, Proprietary Rights and
Confidential Information, using the same standard of care that Licensee uses for Licensee’s own confidential materials but not
less than reasonable care, and Licensee will not allow access to the Software, Proprietary Information or Confidential
Information by third parties (except those otherwise bound by the same confidentiality obligations and restrictions contained
in these terms and conditions and who are authorized to use the Software) without the prior written consent of G2-IS.

15. ASSIGNMENT, SUBCONTRACTING, OUTSOURCING. Licensee may not assign, transfer, delegate, allocate, subcontract or outsource 
the License or any of Licensee’s rights, interests, works, or obligations under these terms and conditions whether voluntarily 
or by operation of law (including but not limited to any change occurring by way of sale of assets, change of control, 
merger, or consolidation, or other form of reorganization), without G2-IS' prior written consent, unless Licensee assigns, 
transfers, delegates, allocates, subcontracts the License to one of Licensee Affiliates. In any permitted assignment, transfer, 
assumption, delegation, subcontract, outsource, allocation or vesting, the succeeding person or entity must agree in writing 
delivered to G2-IS to be bound by and to fully assume all Licensee’s rights and obligations under these terms and conditions. 
Any attempted assignment, transfer, assumption, delegation, allocation, subcontract, outsource or vesting in contravention of this
Article will be null, void and without effect. G2-IS may assign the License to its Affiliates or to any successor in an
acquisition, merger, reorganization, or consolidation.

16. FORCE MAJEURE. Neither party will be liable for damages for any delay or failure of delivery arising out of
causes beyond their reasonable control, for Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, or
communications failures (“Force Majeure”).

17. CHOICE OF LAW AND VENUE. These terms and conditions will be construed according to the laws of the State
of Texas, USA and venue for any action involving these terms and conditions shall be in the state district courts of Harris
County, Texas.

18. ENTIRE AGREEMENT. These terms and conditions represent the entire agreement between the parties and
supersede any prior agreements, whether written or oral, and may be amended or modified only by a written amendment
signed by both parties.

19. MISCELLANEOUS. Unless otherwise expressly stated in these terms and conditions, the failure of either Party to
enforce at any time any term or condition herein will not be a waiver of the provision, or any other provision, or of the right
of the Party to enforce any provision in these terms and conditions. All remedies available to G2-IS for breach of these
terms and conditions are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy
will not be deemed an election of that remedy to the exclusion of any other remedies. 
