ETAP LICENSE AGREEMENT

IMPORTANT READ CAREFULLY:

A. NOTICE. IF YOU (AS DEFINED BELOW) HAVE PREVIOUSLY EXECUTED A LICENSE
AGREEMENT (PRE-EXISTING AGREEMENT) WITH THE LICENSOR (AS DEFINED
BELOW) FOR THE SOFTWARE KNOWN AS ELECTRICAL TRANSIENT ANALYZER
PROGRAM, THE PRE-EXISTING AGREEMENT SHALL GOVERN YOUR RIGHTS AND
OBLIGATIONS WITH REGARD TO THE PORTION(S) OF SUCH SOFTWARE BEING
INSTALLED AT THIS TIME AND THE ETAP LICENSE AGREEMENT THAT FOLLOWS
SHALL NOT APPLY TO YOU REGARDLESS OF YOUR ACCEPTANCE OF THIS
AGREEMENT BY CLICKING ACCEPT BELOW. IF YOU (LICENSEE AS DEFINED
BELOW) HAVE NOT PREVIOUSLY EXECUTED A LICENSE AGREEMENT WITH THE
LICENSOR, YOU MUST READ THIS ETAP LICENSE AGREEMENT CAREFULLY BEFORE
INSTALLING, ACCESSING, OR USING THE SUBJECT SOFTWARE, AS DEFINED IN THE
AGREEMENT BELOW. BY CLICKING THE ACCEPT BUTTON BELOW, (A) YOU
INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS STATED IN THE
ETAP LICENSE AGREEMENT BELOW ON BEHALF OF THE ENTITY FOR WHICH YOU
ARE AUTHORIZED TO ACT (E.G., AN EMPLOYER OR PRINCIPAL) AND ACKNOWLEDGE
THAT SUCH ENTITY IS LEGALLY BOUND BY THIS AGREEMENT, OR IF THERE IS NO
SUCH ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT, YOU ACCEPT THIS
AGREEMENT ON BEHALF OF YOURSELF AS AN INDIVIDUAL AND ACKNOWLEDGE
THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT, AND (B) YOU REPRESENT
AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON
BEHALF OF AND BIND SUCH ENTITY (IF ANY) OR YOURSELF.
IF YOU ARE NOT AUTHORIZED TO ENTER INTO THE AGREEMENT BELOW, OR IF YOU
DO NOT CLICK ACCEPT BELOW, THEN YOU MUST CLICK ON THE CANCEL
BUTTON BELOW, YOU MUST NOT INSTALL, ACCESS, COPY OR USE ANY PART OF THE
SOFTWARE AND YOU MUST RETURN THE SOFTWARE AND ACCOMPANYING
DOCUMENTATION TO LICENSOR.
B. Definitions. As used in this Software License Agreement, the following terms are defined as follows
and other defined terms shall have the meaning ascribed to them in this Software License Agreement:
1. Agreement means this ETAP License Agreement.
2. Licensee means the individual or entity as defined in the purchase orders or other similar
purchase documentation that is specifically granted the right to use the Software under this
Agreement.
3. Licensor means Operation Technology, Inc.
4. Portion means parts of the computer program in object code provided access to by Licensor to
Licensee and expressly and specifically identified in purchase orders or other similar
documentation, which purchase orders or other similar documentation may be dated either prior
to or after the date of this Agreement.

5. Software means the computer programs in object code as well as Security Key(s), Computer
user Guide and other printed or electronic supporting materials provided by Licensor to Licensee
in relation to the computer program known as Electrical Transient Analyzer Program or ETAP.
6. You means the Licensee.

GENERAL TERMS AND CONDITIONS

This ETAP License Agreement (the Agreement), effective as of the date You accept the terms
hereof (unless returned as specified above or in the case of the existence of a Pre-Existing Agreement)
(the Effective Date), is entered into between Licensor and Licensee. The parties agree as follows:
1. License Grant. Licensor does hereby grant a nontransferable and nonexclusive right to Licensee
to use Portions of the Software entitled Electrical Transient Analyzer Program (ETAP), under the
Terms stated in this Agreement, for that number of Licenses used by the Licensee or Licensees
employees and authorized users by any means such as computers, processors, servers, terminals and other
computer equipment (Physical Machines) or software-based or cloud-based virtual servers, computers
and processors (Virtual Machines) equal to or less than the number of licenses purchased by Licensee
(pursuant to relevant purchase orders or other similar documentation). For example, if Licensee has
purchased four (4) licenses, Licensee may only access or use the Software on a total of four (4) Physical
Machines and/or Virtual Machines at any one time. The Software may not, under any circumstances, be
used in any manner not specifically permitted by the type of license purchased (as defined in Section 12
below and pursuant to relevant purchase orders or other similar documentation) including, but not limited
to, use on any network, cloud and/or virtual machine application, even if such use is technologically
possible. The Software is not licensed for commercial hosting. Any use of the Software in a manner
inconsistent with the terms of this license grant and Agreement shall be deemed a breach of the terms of
this Agreement and shall constitute a breach or and termination of this Agreement. Unless agreed by the
Parties in writing otherwise, this Agreement shall apply to all Portions of Software provided by Licensor
to Licensee at any time.
If Licensee becomes aware, at any point in time, that its use of the Software on Physical and/or Virtual
Machines exceeds the number of licenses Licensee has purchased, Licensee is required to immediately
stop such unauthorized use and notify Licensor of such unauthorized use.
2. Ownership of Intellectual Property Rights. Except as expressly stated in this Agreement,
Licensor owns and shall retain full ownership of all of the Intellectual Property rights (including but not
limited to all copyrights) in and to the Software.
3. Ownership of Title to Software. Except as expressly provided for in this Agreement, title and
full ownership of the Software shall at all times remain with Licensor. Except as expressly stated in this
Agreement with regard to certain documentation provided by Licensor to Licensee, Licensee shall have
no title to the Software. Licensee acknowledges that Licensor retains all Intellectual Property rights, title,
and interest in the Software, including without limitation all source code, object code, machine code,
commentaries and supporting materials. Licensee hereby agrees not to re-sell trade or otherwise make the
Software available to any third person or entity.
4. Trade Secrets. Methods of computation, computer coding and other processes and information
contained or implemented in the Software shall be considered to be Licensors trade secrets and are

highly confidential. Licensee shall not undertake to disassemble, decompile, or reverse engineer any such
trade secrets and shall not disclose them to any third party. Licensee shall not write or develop any
software program based upon the Software received from Licensor, or any part thereof.
5. Copies. Licensee shall have the right to make copies of any documentation accompanying the
Software code (but not the code itself) for Licensees use only consistent with the terms and conditions of
this Agreement. Any reproduction of such documentation shall include a copyright notice attributing all
copyrights to Licensor.
6. ASSUMPTION OF RISK. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE,
AND CORRECTNESS OF RESULTS OF THE SOFTWARE LIES WITH LICENSEE. LICENSEE
AGREES THAT LICENSOR AND ITS OFFICERS, EMPLOYEES, OR REPRESENTATIVES SHALL
HAVE NO DIRECT, INDIRECT, OR SPECIAL OBLIGATIONS OR LIABILITIES IN CONNECTION
WITH THE USE AND OPERATION OF THE SOFTWARE. FURTHERMORE, LICENSOR AND ITS
OFFICERS, EMPLOYEES, REPRESENTATIVES, OR OTHER AGENTS OF LICENSOR SHALL BE
HELD HARMLESS FROM ANY CLAIMS, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR
LEGAL PROCEEDINGS ARISING OUT OF USAGE AND/OR PERFORMANCE OF THE
SOFTWARE OR OTHER SUPPORTING MATERIALS.
7. NO WARRANTIES. THE ENTIRE RESPONSIBILITY AS TO THE APPLICATION OF
THE SOFTWARE IS WITH THE LICENSEE. EXCEPT AS EXPRESSLY STATED
OTHERWISE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY LAW,
LICENSOR DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF
FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM COURSE OF
DEALING OR USAGE OF TRADE, WARRANTIES OF TITLE OR AGAINST
INFRINGEMENT, AND ANY WARRANTIES THAT MIGHT OTHERWISE BY DEEMED TO
ARISE FROM THE USE OF THE SOFTWARE, OR PORTIONS THEREOF, OR FROM ANY
OF LICENSORS DOCUMENTATION OR FROM ANY MATERIALS OR SERVICES
FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT.
8. Indemnification. Licensee shall indemnify and hold harmless Licensor against any costs, fees or
damages arising out of any claim by a third party in connection with Licensees use of the Software.
9. DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,
INDIRECT OR PUNITIVE LOSS, DAMAGE OR EXPENSES OF ANY KIND WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOST GOOD WILL,
BUSINESS INTERRUPTION, LOST BUSINESS, LOST SAVINGS, LOST OPPORTUNITY, LOST
DATA, OR DELAYS IN PERFORMANCE), EVEN IF IT HAS BEEN ADVISED OF THE
LIKELIHOOD THEREOF AND REGARDLESS OF WHETHER SOUGHT IN ANY ACTION AT
LAW OR IN EQUITY AND REGARDLESS OF WHETHER BROUGHT AS A CONTRACT ACTION,
TORT, STRICT LIABILITY, STATUTORY CLAIM, OR OTHERWISE.
10. LIMITATION OF DAMAGES. IN NO EVENT SHALL LICENSORS CUMULATIVE
LIABILITY TO LICENSEE UNDER THIS AGREEMENT OR RELATED CLAIMS, INCLUDING
ANY FUTURE MODIFICATION OR EXTENSION OF THIS AGREEMENT, EXCEED THE
AMOUNT PAID BY LICENSEE UNDER THIS AGREEMENT TO LICENSOR WITHIN THE
TWELVE (12) MONTHS PRIOR TO THE EVENT, ACTION, OR CIRCUMSTANCES GIVING RISE
TO THE LIABILITY OR, IF THERE ARE MULTIPLE EVENTS, ACTIONS OR CIRCUMSTANCES
GIVING RISE TO SUCH LIABILITY, THE MAXIMUM CUMULATIVE AMOUNT PAID BY

LICENSEE UNDER THIS AGREEMENT TO LICENSOR IN ANY CONSECUTIVE PERIOD OF

THREE (3) YEARS.
11. Security Key. The Software is provided with a parallel or USB Socket (part number 1600),
hereafter referred to as Security Key. The Security Key is thoroughly tested before shipment, but if the
Security Key should prove to be defective or is damaged, the Security Key can be replaced by returning
the defective Security Key to the Licensor for replacement. However, the Security Key cannot be
replaced if it is lost or stolen.
12. License Type. The Software can be licensed as a Single, Site, or Corporate License with standalone or concurrent-user (Network-LAN or -WAN) configurations. The license type and capabilities shall
be as defined in the purchase documentation between Licensee and Licensor.
a. A Single License is defined as: A single copy of the Software for use with a single Security Key
on a single CPU (Central Processor Unit) which is either wholly-owned or leased and operated by
Licensee and is located on the specified premises of Licensee.
b. A Site License is defined as: Multiple copies of the Software for use on multiple CPUs which are
either wholly-owned or leased and operated by Licensee and located at one specified location of
Licensee. With the purchase of a Site License, Licensee has the right to purchase unlimited
copies at a substantially discounted price (per copy fee) for a single location. WAN copies cannot
be purchased under the Site License.
c. A Corporate License is defined as: Multiple copies of the Software for use on multiple CPUs
which are either wholly-owned or leased and operated by Licensee at more than one specified
location. Licensee shall provide to Licensor a distribution list showing the location, and the
contact person at each location, where the Software is installed. All locations and CPUs where
the Software is installed must be wholly-owned by Licensee. With the purchase of a Corporate
License, Licensee has the right to purchase unlimited copies at a substantially discounted price
(per copy fee) for multiple locations.
d. A Stand-Alone Configuration is defined as: A stand-alone copy of the Software, used with a
single Security Key connected directly to the USB port of the CPU on which the software is
installed. CPU must be wholly-owned and operated by Licensee and located at the specified
premises of Licensee.
e. A Concurrent-User (Network-LAN) Configuration is defined as: Multiple copies of the Software
for use with a single Security Key on a single local area network (LAN) which is wholly-owned
and operated by Licensee and is located at one specified location of Licensee. The number of
simultaneous users is based on the configuration purchased by Licensee.
f.

A Concurrent-User (Regional WAN) configuration. Multiple copies of the Software for use with
a single Security Key on a single wide area network (WAN) which is wholly-owned and
operated by Licensee. The Security Key must be located at one specified location of Licensee.
The Regional WAN License can be accessed by multiple, wholly-owned locations of Licensee
within the same country. The number of simultaneous users is based on the configuration
purchased by Licensee.

g. A Concurrent-User (Network-WAN) Configuration is defined as: Multiple copies of the

Software for use with a single Security Key on a single wide area network (WAN) which is
wholly-owned and operated by Licensee and is located at one specified location of Licensee. The
WAN License can be accessed by multiple, wholly-owned locations of Licensee. The number of
simultaneous users is based on the configuration purchased by Licensee.

13. Errors. Licensor agrees to respond to any discovered errors by correcting action of the computer
coding and/or logic of the Software, required operational changes and/or the User Guide. Such
discoveries shall be delivered to Licensor along with complete data and sample runs indicating the error.
Licensor shall not be responsible or liable for any costs, losses, delays, associated damages, or any other
charges, which may be the result of such problems. Licensors entire liability in all situations involving
performance or nonperformance of the Software furnished under this agreement is limited to the
correction by Licensor of program defects.
14. Software Updates. Licensor agrees to deliver at no additional charge to Licensee updates or
new versions of the Software (limited to Portions purchased by Licensee) during a period of one year
from the original date of delivery of the Software if such updates and new releases become available to
other licensees during such period of time.
15. No Known Infringement. To the best of Licensors knowledge, the use of the Software by
Licensee does not infringe on any United States patent, copyright, trade secret or other proprietary right of
a third party.
16. Governing Law; Dispute Resolution. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California, United States of America. Any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration, and
judgment on the award rendered by a sole arbitrator may be entered in any court having jurisdiction
thereof. The place of arbitration shall be Orange County, California, United States of America. The
arbitration shall be conducted pursuant to the rules of arbitration of the American Bar Association
(AAA) in effect at the time arbitration demand is made. The parties shall have thirty (30) days after the
date of the arbitration demand to agree upon an arbitrator. After the period of thirty (30) days, if an
arbitrator is not mutually selected by the parties, any party may inform the AAA accordingly and request
that an arbitrator be appointed pursuant to the AAA Commercial Arbitration Rules. The appointed
arbitrator shall have no power to deviate from the applicable law.
17. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof, and all agreements, representations, and statements with respect to
such subject matter are superseded hereby. Any verbal, written, direct, or indirect agreement between
Licensee and an authorized ETAP Representative or any other third party shall have no effect on this
agreement. The terms of any such agreement shall not be binding upon Licensor without Licensors prior
written consent. Any terms set forth in Licensees purchase order or similar document (whether issued
prior to or after the date of this Agreement) that are in addition to or at variance with the terms of this
Agreement are specifically and expressly waived by Licensee. All such terms are considered to be
proposed material alterations of this Agreement and are hereby rejected. No purchase order or similar
document of Licensee (regardless of its timing) shall amend or supplement the terms of this Agreement,
even if accepted or signed by Licensor. No waiver, consent or modification of this Agreement shall bind
either party unless it (a) is in writing, (b) expressly states that it modifies this Agreement, and (c) signed
by the party against whom enforcement is sought. Licensee acknowledges and agrees, however, that
Licensor may add to or change the terms of this Agreement from time to time in subsequent releases or
updates of the Software.
18. Substitute Provisions; Full Force and Effect. If any part of this Agreement is found to be
invalid or unenforceable, it shall be enforced to the maximum extent permitted by applicable law and will
be deemed modified to the extent necessary to conform to applicable law so as to give the maximum
effect to the intent of the parties. The remaining provisions shall remain in full force and effect.
19. Export Control. Licensee acknowledges and agrees that the Software is subject to export
controls imposed by the United States Export Administration Act of 1979, as amended (the Act), and

the regulations promulgated thereunder. Licensee certifies and agrees that neither the Software nor any
other technical data nor the direct product thereof is intended to be used for any purposes prohibited by
the Act, including but not limited to nuclear proliferation, chemical/biological weapons or missiles.
Licensee shall not, and shall not allow any third party to, remove or export any part of the Software or any
direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting
country; (b) to anyone on the United States government denial list, including but not limited to, the
United States Department of Commerce Denied Persons, Entities, and Unverified Lists, the United States
Department of Treasury Specially Designated Nationals List, and the United States Department of State
Debarred List; (c) to any country to which such export or re-export is restricted or prohibited, or as to
which the United States government or any agency thereof requires an export license or other
governmental approval at the time of export or re-export without first obtaining such license or approval;
or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States
or foreign agency or authority. Licensee shall indemnify, defend and hold harmless Licensor from and
against any claims, penalties, loss or damage arising out of a breach of its obligations under this
Paragraph.
20. U.S. Government Restricted Rights. If the Software is acquired for on behalf of the United
States of America, its agencies and/or instrumentalities (U.S. Government), it is provided with
RESTRICTED RIGHTS. The Software is commercial computer software and commercial computer
documentation, pursuant to 48 C.F.R. 12.212 (Computer Software) and 227.7202 (Commercial
Computer Software and Commercial Computer Software Documentation), and restricted computer
software pursuant to 48 C.F.R. 52.227-19(a), as applicable. Use, modification, reproduction, release,
performance, display or disclosure of the Software by the U.S. Government are subject to restrictions as
set forth in this Agreement and pursuant to 48 C.F.R. 12.212, 52.227-19, 227.7202 and 1852.227-86, as
applicable. Manufacturer is Operation Technology, Inc., 17 Goodyear, Suite 100, Irvine, CA 92618.
21. No Assignment. Licensee shall have no right to assign this Agreement to any third party without
a prior written consent of the Licensor.

SPECIFIC TERMS AND CONDITIONS BASED ON LICENSE TYPE

22. Commercial / Advantage / Nuclear License. The following terms are applicable only to
Licensees purchasing or holding a Commercial, Advantage, or Nuclear License for the Software,
consistent with the applicable purchase documentation and are in addition to the foregoing General Terms
and Conditions. To the extent that there is a conflict between the terms of this paragraph and any other
terms within this Agreement, the terms of this paragraph shall govern for a Licensee holding a nonSubscription Commercial, Advantage, or Nuclear License.
a. Licensor does hereby grant a nontransferable, nonexclusive, and perpetual right to Licensee
to use Portions of the Software.
23. Educational / Power Lab License. The following terms are applicable only to Licensees
purchasing or holding an Educational or Power Lab License for the Software, consistent with the
applicable purchase documentation and are in addition to the foregoing General Terms and Conditions.
To the extent that there is a conflict between the terms of this paragraph and any other terms within this
Agreement, the terms of this paragraph shall govern for a Licensee holding an Educational or Power Lab
License.
a. Holders of Educational or Power Lab Licenses for the Software agree that the Software can
be used for educational purposes only, without exception. The results of analysis performed

with Software under the Educational or Power Lab License shall not be delivered, provided
or otherwise disclosed in any form (machine readable, printed, orally, etc.) to any person or
organization other than the course instructor or students enrolled in the course where the
Software is used.
b. Licensor agrees to deliver at no additional charge to Licensee any updates or new versions of
the Software during a period of three years from the original date of delivery of the Software.
24. Research Institute License. The following terms are applicable only to Licensees purchasing or
holding a Research Institute License for the Software, consistent with the applicable purchase
documentation and are in addition to the foregoing General Terms and Conditions. To the extent that
there is a conflict between the terms of this paragraph and any other terms within this Agreement, the
terms of this paragraph shall govern for a Licensee holding a Research Institute License.
a. LICENSOR hereby grants a nontransferable and nonexclusive right to Licensee to use
Portions of the Software. The rights granted herein may be either perpetual or subject to a
specific term, as confirmed and set forth in the applicable purchase documentation.
b. Holders of the Research Institute License for the Software agree that the Software can be
used only for grants from the government or other entities for funded research projects.
Licensee affirms and guarantees that the results of analysis performed with the Research
License shall not be used for any commercial purpose.
25. Theses License. The following terms are applicable only to Licensees purchasing or holding a
Theses License for the Software, consistent with the applicable purchase documentation and are in
addition to the foregoing General Terms and Conditions. To the extent that there is a conflict between the
terms of this paragraph and any other terms within this Agreement, the terms of this paragraph shall
govern for a Licensee holding a Theses License.
a. Holders of the Theses License for the Software agree that the Software can only be used for
conducting non-commercial academic research in fulfillment of a graduate student program.
The results of analysis performed with the Graduate Student License can only be delivered,
provided or otherwise disclosed to the overseeing organization committee including but not
limited to the graduate students advisor, chair, or mentor, as applicable.
b. The rights granted hereunder to holders of a Theses License for the Software are renewable
until the graduate student(s) (as identified in the applicable purchase documentation) has
finished his/her/their course of studies and as agreed to by Licensor and Licensee.
26. Subscription License. The following terms are applicable only to Licensees purchasing or
holding a Subscription License to the Software, or Portions thereof, consistent with the applicable
purchase documentation and are in addition to the foregoing general Terms and Conditions. To the extent
that there is a conflict between the terms of this paragraph and any other terms within this Agreement, the
terms of this paragraph shall govern for a Licensee holding a Subscription License to the Software.
a. Licensee shall be entitled to use the Software, or Portions thereof, in accordance with these
terms for a period of 12 months (Subscription Period) from the date of delivery of the
Software by Licensor to Licensee. Licensee shall have no perpetual right to use the Software.
b. Subscription License configuration shall be a time-limited, stand-alone copy of the Software,
or Portions thereof, used with a single Security Key connected directly to the USB port of the
CPU (Central Processor Unit) on which the Software is installed. CPU must be wholly-

owned or leased and operated by Licensee and located at the premises of Licensee, as
specified in the purchase documentation.
c. No perpetual license vesting or credits will be accumulated with the purchase of Subscription
Licenses. If at any time a Licensee desires to move from Subscription Licenses to perpetual
licenses, the Licensee must pay the full perpetual license fee and obtain a written
confirmation from Licensor regarding the change of the type of the license granted to
Licensee. Subscription License use rights shall expire at the end of the applicable
Subscription Period if the subscription is not renewed. The Security Key shall be returned to
Licensor upon termination of the Subscription Period.
d. Licensor agrees to deliver at no additional charge to Licensee any updates or new versions of
the Software, or Portions thereof, during the Subscription Period.