LICENSE

KELVIN INC.

DEVELOPER SDK LICENSE AGREEMENT

IMPORTANT: THE FOLLOWING TERMS AND CONDITIONS APPLY TO ANY USE OF THE ATTACHED KELVIN SDK PACKAGE. PLEASE READ THEM CAREFULLY BEFORE USING THE KELVIN SDK. Kelvin Inc. (“Kelvin”) provides a proprietary software platform for building and managing control applications known as the KICS (Kelvin Intelligent Control Software) which enables powerful automation workflows, expressed as control applications, to be created, tested, deployed and managed at scale (the “Kelvin Solution”). Kelvin has prepared the attached Kelvin SDK to enable developers to create applications that can be used with the Kelvin Solution. THE TERMS AND CONDITIONS SET FORTH BELOW (“Agreement”) GOVERN ALL ACCESS TO, AND USE OF THE KELVIN SDK. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU (“You” OR “Developer”) AND KELVIN. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY DEVELOP APPLICATIONS USING THE KELVIN SDK FOR USE WITH THE KELVIN SOLUTION, AS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT THEN YOU ARE PROHIBITED FROM USING THE KELVIN SDK AND MUST DESTROY OR RETURN ALL COPIES OF THE KELVIN SDK TO KELVIN. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND THAT SUCH ENTITY AGREES TO BE RESPONSIBLE TO KELVIN AS DEVELOPER HEREUNDER.

1.Definitions.

1.1 “Application” means a software application or control application developed by Developer utilizing the Kelvin SDK for use with the Kelvin Solution.

1.2 “Kelvin Software Development Kit” or “Kelvin SDK” means Kelvin’s proprietary software development kit which includes application programming interfaces (“APIs”), headers, files, libraries, templates or other sample code and other tools and documentation included in the attached Kelvin SDK package and made available to assist Developer in the creation of Applications.

2.License Rights.

2.1 SDK License Grant. Subject to the terms and conditions contained herein, Kelvin grants to Developer a limited, non-transferable, non-sublicensable, non-exclusive, revocable license to (i) use the Kelvin SDK solely to develop and test Application(s) to interoperate with the Kelvin Solution; and (ii) modify, reproduce and create derivative works of the models, algorithms, templates or other sample source code included in the Kelvin SDK in whole or in part and include the binary code of such modifications in such Application(s). Applications which are derived from any code or components included with the Kelvin SDK may only be used by authorized licensees of the Kelvin Solution. Each Application is subject to Kelvin’s review and certification. In Kelvin’s sole discretion, as further described in Section 3 below. If Developer is a commercial customer of the Kelvin Solution (or a third party contractor developing Applications solely on behalf of a single commercial customer of the Kelvin Solution), Developer may use the certified Applications (or provide such Applications for such customer’s use) with the Kelvin Solution in accordance with the terms of this Agreement and the customer’s separate commercial agreement with Kelvin. Except for the foregoing, Developer will have no right to license, distribute or otherwise transfer the Kelvin SDK or derivatives incorporating any components of the Kelvin SDK to any third parties, unless otherwise expressly authorized by Kelvin in a Distribution Agreement as further described in Section 2.4 below.

2.2 Test Accounts. To assist Developer in creating Applications, may request in writing, and Kelvin may on a case-by-case basis and in its sole discretion authorize Developer limited access to non-production, online test account(s) for the Kelvin Solution to use as reasonably necessary to develop and test the Application(s) to interoperate with the Kelvin Solution (“Test Account”). Use of test accounts for development activities may be subject to an additional fee. Developer may only use simulation or historical data when evaluating Applications in the Kelvin Test Account and will not upload any personal information or live data gathered from actual assets or the production or commercial environments of Developer, its customers or any of other third party. If Kelvin elects to authorize Developer access to a Kelvin Test Account, Kelvin will provide certain account information to enable Developer to access the Test Account and Developer shall be responsible for all actions of any users accessing such Test Account. Developer acknowledges and agrees that all use of the Test Account(s) is subject to the terms of this Agreement. Developer will have no right to use any Test Account for Developer’s or any of its customers’ or other third party’s regular business operations.

2.3 Third Party Materials. Developer acknowledges that use, reproduction and distribution of certain third party materials included in the Kelvin SDK may be subject to other terms and conditions found in separate third party license agreements or “READ ME” files included with the applicable third party materials. Some of these additional third party materials may include open source components licensed under an open source software license. All third party materials, including open source components are governed solely by the terms of the applicable third party licenses and not this Agreement.

2.4 Distribution Rights. Except for the case where is developing an Application on behalf of a single commercial customer of the Kelvin Solution as described in Section 2.1, Developer acknowledges it may only distribute an Application after (i) Developer and Kelvin have mutually executed a separate Application Distribution Agreement (“Distribution Agreement”) for the Application, and (ii) Kelvin reviews and certifies the Application in accordance with Section 3 below. The Distribution Agreement will describe the scope of Developer’s authorized distribution of a particular Application, any fees to be paid by Developer to Kelvin, and other terms and conditions relating to the distribution of such Application.

2.5 Restrictions. Developer agrees that Developer will not and will not attempt to: (a) distribute, sell, resell, share, lease, sublease, assign, or otherwise transfer the Kelvin SDK; (b) disassemble, decompile or reverse engineer any part of the object code components of the Kelvin SDK or attempt to discover any source code or underlying ideas, structure, organizations or algorithms of the Kelvin Solution; © remove, modify or otherwise tamper with notices or legends on the Kelvin SDK or otherwise remove or alter any trademark, logo, copyright or other proprietary notices associated with the Kelvin Solution; (d) design Application(s) to alter or interfere with the normal operation, behavior, functionality or performance of the Kelvin Solution or hardware devices interacting with the Kelvin Solution; (e) transmit malicious code to the Kelvin Solution or disrupt the integrity of third party data contained in the Kelvin Solution; or (f) use an Application to store or transmit material in violation of third party Intellectual Property Rights or applicable privacy laws to the Kelvin Solution. Developer agrees that the Applications, Kelvin SDK, Test Account and Kelvin Solution shall not be used by Developer for any unlawful purpose or otherwise in violation of any applicable law or regulation. Kelvin reserves the right, without limiting any other right or remedy, to immediately suspend Developer’s access to and use of any Test Account and/or terminate SE’s right to use the Kelvin SDK for cause if Kelvin determines in good faith that Developer is engaging (or has engaged) in any of the activities prohibited under this Section 2.5.

3.Review and Certification.

3.1 Review of Applications. Developer acknowledges that proper interoperation of the Application with the Kelvin Solution is necessary to ensure a good user experience. Upon Developer’s completion of development of the Application, Developer shall notify Kelvin that the Application is ready for Kelvin to review. Developer will deliver to or provide Kelvin with reasonable access to the Application and any related Developer or third party services necessary to enable Kelvin to test the Application in a test environment designated by Kelvin for the purpose of confirming that the Application and Kelvin Solution interoperate as intended. Developer grants Kelvin the right to use the Application and related services for testing and verification purposes and to review, inspect and test the interoperability and functional calls made between the Application and the Kelvin Solution for the purpose of testing the Application, and supporting and maintaining the proper functionality of the Kelvin Solution. Upon completion of such testing, Kelvin will notify Developer if the tests are successful or if any issues with the interoperability are identified. If any issues are identified during the testing, Developer may continue development of the Application to remedy such issues and may resubmit the Application for testing once such issues are resolved. Developer will also comply with any other certification requirements specified by Kelvin.

3.2 Certification. Upon receipt of written notice that testing is successful and all certification program requirements have been met, Developer and Kelvin may, but are not obligated to agree to the terms of a Distribution Agreement that would authorize Developer to use and distribute the Application in accordance with the terms of such Distribution Agreement. Developer shall not use or permit any customer or other third party to use an Application until such Application has been approved and certified by Kelvin. Developer acknowledges and agrees not to in any way express or imply that an Application or Kelvin’s certification of such is an endorsement of such Application.

4.Developer Responsibilities.

4.1 Application Responsibility. Developer is solely responsible for all activities required by or otherwise related to the development and production of the Application, and the accuracy, completeness, quality, legal right to use or possess, appropriateness and reliability of the Application. If Developer is developing the Applications on behalf of a single commercial customer of the Kelvin Solution or authorized to distribute the Application under a Distribution Agreement, Developer shall be solely responsible for the delivery, licensing and updating of the Application to and for its customer(s). Developer shall comply with all laws and regulations applicable to the use, provision and distribution of the Application, including export of the same.

4.2 Training. Developer may attend training classes which Kelvin may offer from time to time, and make available at Kelvin’s then-current prices, to learn more about the Kelvin Solution, Kelvin SDK and updates to the same.

4.3 Support. Developer will promptly fix any bugs in the Application that causes the Kelvin Solution to not interoperate with the Kelvin Solution or enables the Kelvin Solution to be accessed in a way that is not consistent with the Kelvin Solution documentation or is otherwise detrimental to the performance of the Kelvin Solution. If Developer is developing the Applications on behalf of a single commercial customer of the Kelvin Solution or authorized to distribute the Application under a Distribution Agreement, Developer will be solely responsible for all customer service issues relating to the Application, including functionality, warranty, and technical and customer support.

4.4 Updates to Kelvin SDK. Developer acknowledges that the form and nature of the Kelvin SDK may change without prior notice. Kelvin will make available to Developer each update or new version of the Kelvin SDK, including related APIs, when they are generally released to other SDK licensees and Developer is responsible for ensuring that the Application remains compatible with the Kelvin Solution. Future versions of the Kelvin SDK may be incompatible with Applications developed on previous versions of the Kelvin SDK.

5.Proprietary Rights.

5.1 Kelvin IP. Subject only to the limited rights expressly granted under this Agreement Kelvin and/or its licensors shall retain all right, title and interest in and to the Kelvin SDK (including without limitation the API and all models, algorithms, templates or other sample code or components provided therein), Test Account and the Kelvin Solution and any and all intellectual property rights embodied therein Any rights not expressly granted in this Agreement are reserved to Kelvin (and its licensors). If Developer provides Kelvin with any suggestions, requests, report edits, corrections or other feedback relating to the Kelvin SDK or Kelvin Solution or other Kelvin technology (“Feedback”), Developer hereby grants to Kelvin a worldwide, perpetual, irrevocable, royalty-free, transferable, non-exclusive right to freely disclose, reproduce, distribute, sublicense, modify, exploit and otherwise use and commercialize the Feedback in connection with Kelvin’s business and include such Feedback in Kelvin’s products and services, without any obligations or restrictions.

5.2 Developer IP. As between Developer and Kelvin, and subject to Kelvin’s intellectual property rights in and to the Kelvin Solution and Kelvin SDK (and models, algorithms, sample code therein) incorporated into, provided as part of or otherwise used to operate the Application, Developer shall retain all right, title and interest in and to the Application, and any and all intellectual property rights embodied in all of the foregoing. Notwithstanding the foregoing, Developer covenants not to assert against Kelvin, its affiliates, licensees, contractors or users, any intellectual property rights in and to any modifications made by Developer to any models, algorithms, sample code or other materials included within the Kelvin SDK.

5.3 No Trademark Rights. Nothing in this Agreement gives Developer a right to use any of Kelvin’s trade names, trademarks, service marks, logos, domain names or other distinctive brand features. Developer agrees not to include the term “Kelvin” as part of the name for any Application developed using the Kelvin SDK or adopt, use or attempt to register, whether as a corporate name, domain name, product name, trademark, service mark or other indication of origin, any trademark of Kelvin or any mark that is confusingly similar to or will dilute the distinctive nature of the Kelvin trademarks.

5.4 Confidentiality Obligations. If Kelvin provides Developer with access to a Test Account, all information regarding the Kelvin Solution and underlying Kelvin technology learned by Developer through its use of the Test Account will be considered Kelvin’s confidential and trade secret information (“Confidential Information”). Developer will only use such Confidential Information to exercise its license rights granted under this Agreement and Developer will not disclose such Confidential Information to any third party. Except as expressly permitted herein, Developer shall not provide, disclose, or make available the Confidential Information to any person or entity other than Developer’s employees of whose access to such Confidential Information is necessary to enable Developer to exercise its rights under this Agreement so long as such employees have entered into written confidentiality agreements under terms sufficient to enable the Developer to comply with its confidentiality obligations under this Agreement. Developer agrees to take all reasonable steps to ensure that no unauthorized person has access to the Test Account of Confidential Information and to ensure that no use, other than that permitted by this Agreement, is made of the Kelvin SDK. Developer will immediately give notice to Kelvin of any unauthorized use or disclosure of the Test Account or Kelvin Confidential Information and to reasonably cooperate with Kelvin in the investigation of the matter.

5.4 Data Collection. Developer will not develop an Application which transmits or otherwise collect user data, device data, location data or any personally identifiable information from the Application or from the Kelvin Solution or related devices (i) without first obtaining the user’s consent to do so, (ii) in accordance with privacy and security measures commiserate with industry standards and all applicable privacy laws and regulations; and (iii) providing clear and complete information to users regarding any such transmission, collection and use of data. Kelvin is not responsible for the correction, damage, destruction, loss or failure to store any data of Developer, a customer or other third party caused by Developer or the Application.

6.Term and Termination. This Agreement is effective until terminated by Kelvin or Developer as described herein. Kelvin may postpone, curtail, suspend, or even terminate Developer’s access to the Test Account at any time this Agreement upon five (5) days’ written notice to Developer. In addition, Kelvin may immediately terminate this Agreement at any time if: (a) Developer has breached any provision of this Agreement; (b) Kelvin is legally required to do so; © Kelvin decides not to provide the Kelvin SDK or Kelvin Solution to users in the country in which Developer resides or (d) on thirty (30) day’s written notice for Kelvin’s convenience. Developer further agrees that Kelvin may immediately disable the ability of any Application to interoperate with the Kelvin Solution and suspend or terminate Developer’s right to access the Kelvin Solution for any of the foregoing reasons in subsections (a)-©. Developer may terminate this Agreement at any time by discontinuing all use of the Kelvin SDK (and if Developer does not access the Test Account for three (3) consecutive months, such nonuse shall constitute termination by Developer). Upon any termination of this Agreement, Developer will immediately: (a) cease the use of all of the Kelvin SDK; and (b) destroy all copies of the Kelvin SDK and related Applications built using the Kelvin SDK. The provisions of Sections 1, 2.5, 5, 6, 7, 8, 9 and 10 will survive any termination or expiration of this Agreement.

7.No Warranty. THE KELVIN SDK IS PROVIDED ‘AS IS’ AND WITHOUT WARRANTY OF ANY KIND AND KELVIN DOES NOT WARRANT THAT DEVELOPER’S USE OF THE KELVIN SOLUTION DIRECTLY OR THROUGH THE APPLICATION OR TEST ACCOUNT WILL BE ERROR-FREE OR UNINTERRUPTED. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARE PROVIDED TO DEVELOPER AND KELVIN EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF KELVIN IS ADVISED OF THE PURPOSE), AND ACCURACY FOR THE KELVIN SDK OR KELVIN SOLUTION.

8.Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KELVIN OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF DEVELOPER’S USE OF THE KELVIN SDK, TEST ACCOUNT, OR USE OR PROVISION OF RELATED APPLICATIONS. MOREOVER, THE AGGREGATE LIABILITY OF KELVIN ARISING IN CONNECTION WITH THIS AGREEMENT AND/OR ITS SUBJECT MATTER, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION CONTRACT, STRICT LIABILITY, AND/OR OTHER TORT, SHALL IN NO EVENT EXCEED THE GREATER OF (i) THE AMOUNT OF FEES PAID BY DEVELOPER DURING THE TWELVE MONTH PERIOD PRECEEDING THE INITIAL CLAIM OR (ii) FIVE HUNDRED DOLLARS ($500). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

9.Indemnification. Developer will defend, indemnify and hold Kelvin and its directors, officers, employees, suppliers, consultants, contractors and agents harmless from and against any and all actual or threatened third party claims, suits, actions or proceedings arising out of relating to Developer’s (a) use of the Kelvin SDK; (b) any allegation that an Application infringes any patent or copyright, or misappropriate any trade secret of any third party or violates an individual’s rights of publicity or privacy; (iii) any violation by Developer of any applicable law or regulation; (d) any non-compliance by Developer with the terms of this Agreement; (e) any personal injury or tangible property damage directly caused by Developer or its Application; or (f) any gross negligence, misrepresentation, or willful misconduct on the part of Developer or its representatives. Kelvin shall promptly notify Developer when it becomes aware of any claim eligible for indemnification, provided that any delay in providing such notice shall not relieve Developer of its indemnity obligations under this Agreement unless, and only to the extent, the Developer was prejudiced by the delay. Kelvin shall reasonably cooperate with Developer in the defense of such claim at the Developer’s expense. Developer shall have the right to control the defense and all negotiations relative to the settlement of any such claim, including without limitation selection of counsel, and provided further that no settlement imposing any affirmative or negative obligations on the part of the Kelvin, including any settlement that includes admission of liability or wrongdoing by Kelvin, may be made without the express written consent of the Kelvin.

10.General. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. Each party is responsible for all of its own expenses incurred in the performance of its obligations under this Agreement. Developer may not assign, transfer, or sublicense any obligations or benefit under this Agreement without the prior written consent of Kelvin and any purported transfer or assignment in violation of this Section is void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. All legal notices and other communications required or permitted under this Agreement shall be in writing, addressed to the applicable party at its address set forth in this Agreement, and shall be deemed effectively delivered only: (a) upon personal delivery, (b) upon delivery by a courier service as confirmed by written delivery confirmation, or © five (5) days after deposit in the mail, postage prepaid. Kelvin may also provide electronic notices to Developer by general notice through their Test Account or by email to Developer's email address(es) on record. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles, and all suits hereunder will be brought solely in Federal Court for the Northern District of California, or if that court lacks subject matter jurisdiction, in any California State Court located in San Mateo County. Notwithstanding the foregoing, if Developer is also a customer of the Kelvin Solution under a separate commercial agreement, this Agreement will be governed by the governing law provision of such Agreement if it differs from this Section. If any provision of this Agreement is determined to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary for this Agreement to remain enforceable. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. This Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed by both parties. This Agreement supersedes all prior agreements, and all prior and contemporary proposals and discussions relating to the subject matter of this Agreement, and controls over the preprinted terms of any purchase order or similar document. All notices, modifications and waivers under this Agreement must be in writing.