LIEBERT MULTILINK(r) SOFTWARE LICENSE AGREEMENT This MultiLink(r) Software License Agreement ("Agreement") is a legal agreement between you and Liebert Corporation, an Ohio, United States of America, corporation, ("Liebert"). Liebert's MultiLink(r) software, including enhancements, upgrades, and any future releases is made available exclusively for use with Liebert products ("Products"). The foregoing, including any accompanying program(s), documentation, images, animation, and text incorporated therein, (collectively "Software"), is provided solely for commercial and industrial use under the license terms specified herein. READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD, INSTALL, OR USE THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE. IN SUCH A CIRCUMSTANCE, THE SOFTWARE MAY BE RETURNED WITHIN THIRTY (30) DAYS OF YOUR RECEIPT FOR A FULL SOFTWARE REFUND. YOU REPRESENT THAT YOU (I) ARE NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL RESIDENT OF ANY COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS, (II) ARE NOT ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, (III) ARE NOT ON THE U.S. COMMERCE DEPARTMENT'S LIST OF DENIED PERSONS OR (IV) ARE NOT OTHERWISE PROHIBITED BY U.S. LAW FROM RECEIVING OR USING THE SOFTWARE (COLLECTIVELY "EXPORT RESTRICTIONS"). IF YOU DO NOT HAVE AUTHORITY TO ACCEPT THIS AGREEMENT FOR YOUR ORGANIZATION, IT IS YOUR OBLIGATION TO ENSURE THAT AN AUTHORIZED INDIVIDUAL MAKES THE DETERMINATION THAT YOUR ORGANIZATION IS NOT SUBJECT TO THE ABOVE EXPORT RESTRICTIONS PRIOR TO DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. COPYRIGHT: This Software is the proprietary property of Liebert and is protected by United States copyright laws, other applicable copyright laws, and international treaty provisions. Title and ownership of all copyrights to the Software remain in Liebert or third parties. Accordingly, your rights to use, copy and modify the Software are strictly limited to the specific rights provided in this Agreement or as may otherwise be required by applicable copyright law. GRANT OF RIGHTS: Liebert grants a non-exclusive, non-transferable license to you to install and use the Software solely for use with Products and in accordance with these license terms provided, however, that you warrant and represent that you will not use this software in violation of applicable laws and regulations or where such use detrimentally affects Liebert's rights in the Software or subjects Liebert to liability. You assume responsibility for the selection of the Software to achieve your intended results, and for the installation, use, and the results obtained from the Software. Software key(s) are available under the terms of this Agreement, upon payment of any applicable license fee(s), to incorporate special features such as (a) sending shutdown signals over a network to other computers and (b) remote network administration. A separate license fee is required for each computer where such software key(s) are utilized. By use of the Software, you agree that Liebert may, at its option, perform an audit of your usage of the Software to determine the number of computers and Products that are using the Software and applicable software key(s). TERMINATION OF LICENSE: Your license is automatically terminated if you: (1) use the Software with anything other than Products, (2) attempt to copy or reconstruct any part of the object code, source code, or algorithms, (3) provide, disclose, sell, rent, lease, license, sublicense, transfer or assign the Software to any third party, (4) attempt to decompile, disassemble or reverse engineer the Software, in whole or in part, or otherwise attempt to derive the source code of the Software, (5) use the Software in excess of the licensed coverage purchased, (6) write or develop any derivative software or any other software program based upon the Software, (7) modify or alter the Software or (8) fail to comply with other license terms. You may elect to terminate this license at any time by destroying the Software together with all copies and any portions thereof in any form. LIMITED WARRANTY: Liebert represents that it has the right and authority to grant the license herein. Liebert warrants solely to you for a period of thirty (30) days from the date of Liebert shipment that the distribution media (if supplied) on which the Software is furnished under normal use will be free from defects and material and workmanship and the Software will substantially conform to Liebert published documentation. EXCEPT FOR THE ABOVE EXPRESS WARRANTIES, THIS SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR INTENDED PURPOSE. LIEBERT DOES NOT WARRANT THAT THE SOFTWARE FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR FREE. LIMITATION OF REMEDIES/DAMAGES: (A) Liebert's entire liability and your exclusive remedy arising from use or inability to use the Software is: (1) The replacement of any distribution media not meeting Liebert's warranty, or (2) If Liebert is unable to provide you a replacement that conforms to Liebert's warranty, to refund the purchase price. (B) IN NO EVENT WILL LIEBERT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, LOSS OF USE, OR LOSS OF DATA OR OTHER INCIDENTAL OR CONSEQUENTIAL OR OTHER ECONOMIC DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. YOU ACKNOWLEDGE THAT THIS LICENSE REFLECTS THIS ALLOCATION OF RISK. U.S. GOVERNMENT RESTRICTED RIGHTS. This Software is developed at private expense and is provided with "Restricted Rights." Use, duplication, or disclosure by the United States Government is subject to restrictions set forth in the Federal Acquisition Regulations and its Supplements. The manufacturer is Liebert Corporation, 1050 Dearborn Drive, Columbus, Ohio 43085. ASSIGNMENT: You may not sublicense, assign, or otherwise transfer this license of the Software without the prior written consent of Liebert. Any such transfer of rights, duties, or obligations is void. EXPORT RESTRICTIONS: You may not export the Software in violation of applicable export laws and regulations of the applicable countries. You agree to comply with all laws, regulations, decrees and orders of the United States of America that restrict the exportation (or re-exportation) of the Software to other countries, including, without limitation, the U.S. Export Administration Regulations. UPDATE POLICY: Liebert may create, from time to time, updated versions of the Software. Liebert reserves the right to make changes to or improvements in any aspect of the Software at any time without prior notice to you and without an obligation to supply such changed and/or improved Software to you. COMPLETE AGREEMENT/GOVERNING LAW/VENUE: This Software license agreement comprises the final and complete agreement between the parties. No person is authorized to change or modify this Agreement except an executive officer of Liebert Corporation and then only in writing. The laws of the United States and the State of Ohio shall apply to this Agreement and its interpretation without reference to choice or conflict of laws principles. Liebert and you hereby irrevocably submit to the personal and subject matter jurisdiction of any State of Ohio or federal court sitting in Columbus, Ohio, in any action or proceeding arising from or relating to this MultiLink(r) Software License Agreement. MultiLink(r) Software License revision January 10, 2003 (Liebert-MultiLink License-intuse-1-10-03.doc January 10, 2003)