IMPORTANT: TENTECH PROVIDES LICENSED SOFTWARE TO LICENSEE UNDER THIS END USER LICENSE AGREEMENT (“EULA”). THIS EULA GOVERNS LICENSEE’S INSTALLATION AND USE OF THE VERSION OF THE LICENSED SOFTWARE IDENTIFIED IN THE APPLICABLE ORDER DOCUMENT, OR IF NOT ACQUIRED VIA AN ORDER DOCUMENT, LICENSEE’S DOWNLOAD AND INSTALLATION OR USE OF THE LICENSED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS EULA. PLEASE READ THIS EULA CAREFULLY, AS IT CONTAINS RESTRICTIONS ON LICENSEE USE OF THE SOFTWARE. THIS EULA SUPERSEDES AND CONTROLS OVER ANY OTHER TERMS PROVIDED TO LICENSEE REGARDING LICENSEE’S USE OF THE LICENSED SOFTWARE, WHETHER WRITTEN OR ORAL, UNLESS A DIFFERENT WRITTEN AGREEMENT IS EXPRESSLY REFERENCED IN A PRODUCT ORDER OR EXECUTED BY LICENSOR AND CUSTOMER THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS EULA. ENTERING INTO THIS EULA DOES NOT CONSTITUTE A SALES TRANSACTION.

Tentech and Licensee agree as follows:

1.0 Definitions
“Claim” means claims, suits, actions or proceedings brought against Licensee in a court of competent jurisdiction in a Covered Country by a third party which allege an infringement of the third party’s patent, copyright, or trade secret rights existing under the laws of the Covered Country;
“Confidential Information” means information, whether or not in physical form, all oral communications, documents and other information, disclosed by a party to the other which: (a) is by its nature or circumstances surrounding its disclosure is, or could reasonably be expected to be regarded as, confidential to the disclosing Party; (b) is marked or otherwise designated “confidential” by the disclosing Party; or (c) the disclosing Party informs the receiving Party is confidential or a trade secret;
“Documentation” means user guides, operating manuals, and release notes in effect as of the date of delivery of the applicable Software, made generally available by Tentech;
“Fees” means Licensee Fees and/or Maintenance Fees, as applicable;
“Licence Documents” means this EULA including any addenda, all Order Documents (including pricing information), Documentation, and any other documents provided by Tentech setting out permitted uses of the Software;
“Licence Fees” means all non-refundable fees payable by Licensee to Tentech with respect to the granting of Software Licences;
“License Model” means the description of the conditions, limitations and restrictions associated with the Software License which govern the use of the Software
“Reseller means an authorised Tentech reseller;
“Software” means the software products, Documentation, and Support Software licensed to Licensee under this EULA, including all copies made by Licensee and may, where the meaning so implies, refer to all of the Software or portions thereof;
“Software License” means a licence for the Software granted under this EULA to the Licensee;
“Maintenance Fees” means the non-refundable fees payable annually by Licensee to Tentech for Support Services;
“Support Handbook” means the then current version of the software maintenance program handbook provided by Tentech.
“Support Services” means the software maintenance and support services described in the Support Handbook;
“Support Services Term” means each twelve (12) month period beginning on the date the Software is delivered by Tentech to Licensee (which may be accomplished by making the Software available by electronic download) or the anniversary thereof.
“Support Software” means all maintenance and support software, updates, upgrades, patches, fixes, modifications, ported versions, or new versions of the Software provided to Licensee as part of Support Services, together with all related Documentation provided to Licensee pursuant to such program;
“Taxes” means the sales, use, consumption, goods and services, and value-added taxes imposed by the appropriate governments arising out of granting of licences and delivery of Software or the delivery of Support Services, under this EULA, except taxes imposed on Tentech's income;
“Third Party Software” means software products owned and licensed directly by third parties to the Licensee;
“Order Document” includes: a) a written order schedule signed by both parties which references this EULA, b) a Statement of Work issued by Tentech, c) an invoice issued by Tentech, d) a renewal notice issued by Tentech for Support Services, or e) any other document that references this EULA and is agreed to by Tentech in writing. If and to the extent of any inconsistency between two or more Order Documents, the priority of the Order Documents will be interpreted in the order listed above. All Order Documents are governed by this EULA.

2.0 Ownership of the Software
2.1 Ownership. None of the Software is being sold. All ownership, intellectual property, and other rights and interests in the Software remain solely with Tentech Pty Ltd. The source code of the Software is a trade secret of Tentech Pty Ltd and is their confidential information.

3.0 Licence Grant
3.1 Grant of License. Except as otherwise stated in the Licence Documents and subject to Licensee’s payment of the Licence Fees and Taxes in full, Tentech grants to Licensee a non-transferable (save as provided herein), worldwide, nonexclusive, perpetual (unless stated to be a time limited term), internal business use licence to download, install and execute the Software identified in the applicable Order Document in object code only, subject to the Licence Models, restrictions, quantities, conditions, and limitations stated in the Licence Documents. Tentech reserves all rights not expressly granted to Licensee in a written document signed by both parties.
3.2 Applicable Licence Models. The License Model and any restrictions for the Software will be stated in the Order Document. If no Licence Model or restrictions are specified in the Order Document, the License Model (and any capacities) for which Tentech has been paid Licence Fees will apply.

4.0 Authorised Copies
4.1 Software and Documentation. Licensee may make as many copies of the Software necessary for it to use the Software as licensed. Each copy of the Software made by Licensee must contain the same copyright and other notices that appear on the original copy. Licensee will not modify the Documentation. Documentation may: (a) only be used to support Licensee’s use of the Software; (b) not be republished or redistributed to any unauthorised third party; and (c) not be distributed or used to conduct training for which Licensee, or any other party, receives a fee. Licensee will not copy any system schema reference document related to the Software.

5.0 Restrictions
5.1 General Restrictions. Except as provided in the Licence Documents, Licensee will not and will not permit any other party to: (a) assign, transfer, give, distribute, reproduce, transmit, sell, lease, licence, sublicense, publicly display or perform, redistribute or encumber the Software by any means to any party; (b) rent, loan or use the Software for service bureau or time- sharing purposes, or permit other individuals or entities to create Internet “links” to the Software or “frame” or “mirror” the Software on any other server or wireless or Internet-based device, or in any other way allow third parties to access, use, and/or exploit the Software; (c) use the Software, in whole or in part, to create a competitive offering; (d) charge a fee to any party for access to or use of the Software; (e) use the Software in a manner inconsistent with the Licence Documents.
5.2 Further Restrictions. Licensee will not disclose results of any benchmark or other performance, evaluation, or test run on or related to the Software. Licensee acknowledges that the Software is not fault-tolerant and not designed, manufactured, or intended for use or resale as online control equipment in hazardous environments requiring fail-safe performance and consequently will not use the Software for (w) the on-line control of aircraft, air traffic, aircraft navigation, or aircraft communications; (x) in the design, construction, operation or maintenance of any nuclear facility; (y) medical or surgical applications; or (z) any other application in which failure could cause personal injury or death. Except as expressly permitted under applicable law, Licensee will not modify, adapt, translate, reverse engineer, decompile, disassemble, decrypt, port, emulate the functionality, reverse compile, reverse assemble, or otherwise reduce or attempt to discover any source code or underlying structures, ideas, or algorithms of the Software or any confidential information or trade secret.
5.3 Derivative Works / Improvements. Licensee is prohibited from using the Software to create any change, translation, adaptation, arrangement, addition, modification, extension, upgrade, update, improvement, (including patentable improvements), new version, or other derivative work of or to the Software.
5.4 Interfacing and Interactive Software. Licensee may not permit any software products not licensed by Tentech to interface or interact with the Software, unless accomplished through the use of application program interfaces provided by Tentech.

6.0 Ordering Software Licences
6.1 Direct Orders. If Licensee orders Software directly from Tentech, the Software must be identified on a Order Document acceptable to Tentech.
6.2 Orders through a Tentech Reseller. Software Licences ordered through a Reseller are governed by the licence grant set out in this EULA.
6.3 Invoicing and Payment. Tentech may invoice Licensee for Fees and Taxes upon delivery of Software and annually in advance for the applicable Support Services Term. All Fees and Taxes due to Tentech by Licensee are due and payable upon Licensee’s receipt of an invoice from Tentech. All Fees and Taxes due to Tentech which are not paid in full within 30 days following its due date will bear interest at a rate of 1.5% per month (18% per annum) or the maximum amount allowed by law, if less, on the unpaid portion until fully paid.
6.4 Over Usage. Tentech may invoice Licensee for Fees and Taxes payable by Licensee due to use of or authorization to access the Software in excess of the number or type of Software Licences granted by Tentech.

7.0 Tentech Support and Maintenance
7.1 Tentech Support and Maintenance Program. All Support Software and Support Services provided to Licensee are governed by this EULA and the then-current version of the applicable Support Handbook.
7.2 Support Services Exclusions. Tentech shall have no responsibility to provide Support Services to Licensee with respect to any problem with the Software caused by: (a) any software, device, or other product not supplied by Tentech; (b) neglect, misuse, alteration, or modification, to the Software other than by Tentech; (c) use of the Software for a purpose other than the purpose for which it was designed; (d) use of the Software on a computer platform other than the platform authorised by Tentech (which may be specified in the Documentation accompanying the Software); or (e) failure of Licensee to install any Support Software provided by Tentech.

8.0 Audits and Noncompliance
8.1 Audit. During the term of this EULA and for 24 months after, Licensee will maintain electronic and other records sufficient for Tentech to confirm that Licensee has complied with this EULA. Licensee will promptly and accurately complete and return (no more than 30 days) any self-audit questionnaires, along with a certification by an authorised representative of Licensee confirming that Licensee’s responses to the questionnaire accurately and fully reflect Licensee's usage of the Software. Furthermore, Tentech may once per year audit Licensee’s records and computer systems (including servers, databases, and all other applicable software and hardware) to ensure Licensee has complied with this EULA. Licensee shall cooperate with Tentech’s audit team and promptly and accurately respond to, database queries, location information, system reports, and other reports requested by Tentech and provide a certification by an authorised representative of Licensee confirming that information provided by Licensee accurately reflects Licensee's usage of the Software.
8.2 Noncompliance. If Licensee is not in compliance with the Software Licences, Licensee will be deemed to have acquired additional Software Licences at Tentech’s then-current list price to bring Licensee into compliance, and Licensee must immediately pay: (a) the applicable Licence Fees and Taxes, and (b) Maintenance Fees for: (i) the period Licensee was not in compliance with the Software License; and (ii) the first year Maintenance Fees on any additional Software Licences. If Licensee has failed to comply with the Licence Documents, Licensee will reimburse all reasonable costs incurred by Tentech in performing the audit. Compliance with the Licence Documents is the sole responsibility of the Licensee.

9.0 Limited Warranties
9.1 Limited Warranty. Tentech warrants to Licensee that: (a) Software will be free of all known viruses at the time of first delivery; and (b) Software will perform substantially in accordance with its accompanying Documentation for 60 days from the date of first delivery; and (c) Support Services will be delivered with reasonable skill and care. Tentech’s entire liability, and Licensee's sole remedy, for each breach by Tentech of the warranty in: (i) clause (a) is limited to requiring Tentech to deliver a replacement copy of the Software to Licensee free of known viruses; and (ii) clause (b) is limited to requiring Tentech to correct or work around the portion of the Software giving rise to such breach within a commercially reasonable time, failing which, in the case of the initially-delivered Software, Tentech will refund all Licence Fees attributable to the portion of the Software giving rise to the breach; and (iii) clause (c) is for Tentech to re- perform the applicable Support Services.
9.2 Warranty Exclusions. The warranties do not apply to any breach caused by: (a) any change to the Software, except where the changes were made by Tentech through Support Software; (b) Licensee's failure to provide a suitable installation or operating environment for the Software; (c) use of the Software on or caused by software, firmware, computer systems, data, technology or a hardware platform not approved by Tentech in writing; (d) any telecommunications medium used by Licensee; (e) failure of Licensee or user to comply with the Documentation; or (f) failure of Licensee to report a warranty claim within the warranty period. Tentech does not warrant that the Software is error-free or will operate without interruption.
9.3 Warranty Disclaimer. Except for the express Limited Warranties provided in this section, Tentech and Tentech’s Licensors make no representations and to the maximum extent permitted under applicable law disclaim any and all express, implied, or statutory warranties and conditions, written or oral, including without limitation any implied warranty or condition or merchantability, fitness for a particular purpose, non-infringement, or the adequacy of the software to produce a particular result.
9.4 Inability to Exclude Warranties. Nothing in the EULA purports to exclude, restrict or modify, any condition, warranty or guarantee implied by applicable law ("Implied Terms") where to do so would have the effect of rendering the EULA void or otherwise unenforceable. To the maximum extent permitted by applicable law, (a) Tentech’s liability for breach of any Implied Terms is limited, at Tentech’s option, to the resupply of the goods or services; and (b) Tentech's total liability to Licensee for breach of all such Implied Terms is limited to the amount stated in the Limitation of Liability section.

10.0 Limitation of Liability
10.1 Exclusion of Damages. Subject to Subsection 10.4 but not withstanding any breach by
Tentech (including fundamental breach) or termination of this EULA, Tentech is not liable to
licensee or to any other party for any indirect losses (not being a loss which arises naturally as a
result of a breach of this EULA or other event which is the subject of the relevant claim). For
purposes of this clause, the following will be considered indirect losses: (a) any indirect,
incidental, special, consequential, aggravated, exemplary, or punitive damages; or (b) any lost
sales, lost revenue, lost profits, lost or corrupted data, or reprocurement amount.
10.2 Limitation of Liability. Subject to subsection 10.4, Tentech’s aggregate liability to Licensee
will not exceed the total amount of fees paid to Tentech under the relevant transaction
document. The Parties would not have entered into this EULA without this section.
10.3 Disclaimer. The limitations in this section apply: (a) to liability for negligence; (b) regardless
of the form of action, whether in contract, tort, equity, at law, strict product liability, or otherwise,
(c) even if Tentech is advised in advance of the possibility of the damages in question and even
if such damages were foreseeable; and (d) even if Licensee’s remedies fail in their essential
purpose. If the application of this section is limited by law Tentech’s liability will be limited to the
extent permitted by law.
10.4 Nothing in this EULA shall exclude or limit either party’s liability for: (i) death or personal
injury caused by negligence, (ii) fraud or deceit, or (iii) any other liability that cannot be excluded
by applicable law.

11.0 Termination
11.1 Termination for Default. Either party may terminate this EULA if the other party: (a) becomes insolvent; or (b) has a receiver or receiver manager appointed with respect to it or any of its assets. Without prejudice to each right or remedy of a non- breaching party, either party may terminate this EULA for material breach by written notice, effective 10 days after notice unless the other party first cures the breach.
11.2 Effect of Termination or Expiration. Upon any termination of this EULA, or licence granted pursuant to this EULA, or upon expiration of a term licence: (a) all Software Licences will immediately terminate; (b) Licensee will immediately cease all use of the Software; and (c) Licensee must either deliver to Tentech or destroy all copies of Software, Documentation, and Tentech confidential information in Licensee’s possession or control. Within 15 days after termination, an authorised representative of Licensee must certify in writing that all copies have been delivered to Tentech or destroyed. Any terms in this EULA which by their nature extend beyond termination or expiration of this EULA will remain in effect until fulfilled.
11.3 Termination or suspension of Support Services. Without limiting Tentech’s rights under clause 11.1, Tentech may, in its sole discretion, terminate or suspend Support Services if Licensee fails to remedy a material breach within thirty (30) days of notice by Tentech, including failure to pay an invoice.

12.0 Miscellaneous
12.1 Confidentiality. Each party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) any Confidential Information. Each party agrees, for the period of this EULA and for three (3) years after such period, to hold the other party’s Confidential Information in strict confidence, not to disclose such Confidential Information to third parties unless authorised to do so by the Disclosing Party, and not to use such Confidential Information for any purpose except as expressly permitted hereunder. Each party agrees to take reasonable steps to protect the other party’s Confidential Information to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this section. The foregoing prohibition on disclosure of Confidential Information shall not apply to any information that: (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession without confidentiality obligation prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; or (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party by employees or agents without access to the Disclosing Party’s Confidential Information (e) is required to be disclosed by the Receiving Party as a matter of law or by order of a court or by a regulatory body, provided that the Receiving Party promptly notifies the Disclosing Party (where lawfully permitted to do so) so that Disclosing Party may intervene to contest such disclosure requirement and/or seek an appropriate protective order or waive compliance with this section.
12.2 Automated Verification. The Software may contain or require a licence key to prevent unauthorised installation or to enforce limits of the Software License, and may contain devices or functionality to monitor Licensee’s compliance with this EULA.
12.3 Developer Tools. Tentech is not responsible or liable for Licensee’s development or use of additional software code or software products (“Licensee Software”) using software developer tools licensed by Tentech and Licensee will defend and indemnify Tentech against any claims, damages, costs, losses or expenses related to the development or use of the Licensee Software.
12.4 Independent Contractors. Tentech and Licensee are independent contractors. Neither party has any authority to bind the other in any manner.
12.5 Waiver, Amendment, Assignment. Any amendment of this EULA must be in writing and signed by both parties. Licensee may not assign, transfer, or sublicense any portion of its interests, rights, or obligations under this EULA by written agreement, merger, consolidation, change of control, operation of law, or otherwise, without the prior written consent of Tentech. Neither party will be deemed to have waived any of its rights under this EULA by lapse of time or by any statement or representation other than by a written waiver by a duly authorised representative. No waiver of a breach of this EULA will constitute a waiver of any prior or subsequent breach of this EULA. An assignment in contravention of this subsection will be null and void. Except to the extent identified in this subsection, this EULA will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
12.6 Governing Law. This EULA is governed by the laws of the State of New South Wales excluding (a) its conflicts or choice of law rules, and (b) the United Nations Convention on Contracts for the International Sale of Goods. Except for a request by Tentech for injunctive or other equitable relief, any dispute arising out of this EULA will be subject to the exclusive jurisdiction of the courts of that State. The prevailing party in any litigation related to this EULA will be entitled to its reasonable attorneys’ fees and court costs.
12.7 Force Majeure. Except for payment and confidentiality obligations, or protection of intellectual property, neither party is responsible for any delay or failure in performance of this EULA to the extent due to causes beyond its reasonable control.
12.8 Severability. If any provision of this EULA is deemed contrary to applicable law or unenforceable by a court of competent jurisdiction, the provision will be severed from this EULA and all remaining provisions will continue in full force.
12.9 Press Release. With Licensee’s prior approval, Tentech may refer to Licensee’s relationship with Tentech in a public press release or marketing materials.
12.10 Attribution Notices. Licensee will not remove, modify, obscure, resize, or relocate any ownership, attribution, or branding notices from the Software.
12.11 Resale of Third Party Software. The use of any Third Party Software resold by Tentech to the Licensee will be governed by a licence agreement between the Third Party Software owner and the Licensee. Tentech does not provide any warranties related to the Third Party Software. Tentech has no liability or obligation to the Licensee related to the Third Party Software.
12.12 Entire Licence Agreement. The Licence Documents set forth the entire agreement between the parties with respect to this subject matter, and supersede all other related oral and written agreements and communications between the parties. Neither party has relied upon such other agreements or communications. Any purchase order terms which purport to amend or modify terms of the Licence Documents, or which conflict with the Licence Documents are void and shall have no legal effect notwithstanding the fact the purchase order terms being later in time or Tentech issuing an invoice to Licensee after receiving such purchase order from Licensee.
12.13 Insolvency. In the event of Licensor insolvency, the licence will become perpetual for Licensee to continue use of the software. Use of the licence is limited to the terms under which it is licensed per the Order Document.
 
Tentech Pty Ltd ABN 75 622 386 725 of Suite 210, 18-20 Dale Street, Brookvale, NSW 2100 (‘Tentech’)