This Novarc End-User License Agreement (“Agreement”) is a legal agreement between you and Novarc governing the use of Novarc software associated with Novarc’s Spool Welding Robot (SWR), including but not limited to Novarc’s Programmable Logic Control software, NovEyeTM, NovSyncTM and NovDataTM, which may include associated software components, media, printed materials, and "online" or electronic documentation (collectively, the "Software"). As used in this Agreement, the words “Novarc”, “we”, “us” and “our” means Novarc Technologies Inc. The words "you" and "your" means each person who uses the Software.

BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. This Agreement represents the entire agreement concerning the licensing of the Software between you and us, and it supersedes any prior proposal, representation, agreement, negotiation, offer, counteroffer, acceptance, understanding, or any contrary terms between you and us. If you do not agree to the terms of this Agreement, you are not authorized to download, operate, or otherwise use the Software.

Subject to the terms of this Agreement, and conditional upon your compliance therewith, we hereby grant you a limited, revocable, non-exclusive license and right to use the Software solely for your business purposes.

You acknowledge and agree that in order to provide updates to the Software or to improve our products and services, we may receive, collect and store images, video, diagnostics, input parameters, weld and motion parameters and other information regarding your use of the Spool Welding Robot.

The license granted to you may not be sold, assigned, transferred, sublicensed, rented or lent to anyone else. Any such sale, assignment, transfer, sublicense, rental or loan is void and of no legal effect.

You will not, and will not permit any other person to, copy the Software, in whole or in part, modify, reverse engineer, decompile, disassemble, decode or adapt the Software or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part.

We may, but are not required to add additional features or functions or provide programming fixes, updates and upgrades, to the Software. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Software. You also agree that we may require you to enter into a revised version of this Agreement as a condition of downloading, installing or using a new version of the Software

We may in our sole discretion provide you with support services related to the Software (“Support Services”). However, we are not required to provide Support Services and will not be in default if we fail to provide or discontinue any Support Services. Any supplemental software code we provide to you in connection with any Support Services is deemed to be part of the Software, is our sole property, and will be subject to the terms and conditions of this Agreement. Novarc support may be reached by email at [email protected].

You will comply fully with all applicable laws regarding use of the Software.

The term of this Agreement will begin when you first use the Software and will continue for so long as you have in your possession or control any copies of the Software. Without prejudice to any of our rights, we may unilaterally terminate or modify this Agreement, at any time and for any reason or for no reason, with no notice to you. For example, but without limitation, we may terminate this Agreement and your rights to use the Software if we, in our sole determination, stop supporting or maintaining the Software, cease to provide updates, no longer offers the Software for license, or believe you have failed to comply with the terms and conditions of this Agreement.

The Software is licensed, not sold. As between you and Novarc, all right, title and interest, including but not limited to copyrights, in and to the Software and any copies of the Software are Novarc’s sole and exclusive property. As between you and Novarc, all title and intellectual property rights in and to the content which may be accessed through use of the Software is Novarc’s property and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content except as expressly and unambiguously set forth in this Agreement. You will not take any action to jeopardize, limit or interfere with our rights under this Agreement. You acknowledge and agree that any unauthorized use of the Software is a violation of this Agreement and applicable intellectual property laws. You agree that all title and rights in and to any third party content is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. We reserve all rights not expressly granted by this Agreement. You must not remove or alter any copyright notices or other notices pertaining to intellectual property rights on any copies of the Software.

NOVARC EXPRESSLY DISCLAIMS ANY WARRANTY IN, TO, OR FOR THE SOFTWARE. THE SOFTWARE IS PROVIDED "AS IS" AND "WHERE IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. YOU EXPRESSLY WAIVE ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR CONTINUOUS OPERATION. NOVARC MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ANY DATA OR INFORMATION DOWNLOADED, TRANSMITTED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND DISCRETION. NOVARC WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO YOU OR YOUR PROPERTY. YOU ASSUME THE ENTIRE RISK ASSOCIATED WITH OPERATION OF THE SOFTWARE.

NOVARC DISCLAIMS ANY WARRANTY OR RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE. NOVARC EXPRESSLY DISCLAIMS ANY WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. NOVARC FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY THIRD PARTY WHO MAY OPERATE OR OTHERWISE UTILIZE THE SOFTWARE.

IN NO EVENT WILL NOVARC BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, OR THE USE OR INABILITY TO USE THE SOFTWARE BY ANY THIRD PARTY THAT MAY HAVE ACCESS TO THE SOFTWARE BY OR THROUGH YOU, EVEN IF NOVARC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO WHETHER SUCH DAMAGES, OR CLAIMS OF DAMAGES ARISE BASED IN CONTRACT, TORT OR OTHERWISE. NOVARC WILL HAVE NO LIABILITY WITH RESPECT TO THE ALL OR ANY PART OF THE CONTENT OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, ERRORS OR OMISSIONS, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION. NOVARC'S TOTAL LIABILITY FOR ANY AND ALL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED AND CAPPED IN THEIR ENTIRETY TO THE GREATER OF ONE DOLLAR (CAD $1.00) OR THE TOTAL AMOUNT PAID, IF ANY, BY YOU FOR THE SOFTWARE. THIS LIMITATION OF LIABILITY MAY NOT BE ENFORCEABLE IN CERTAIN JURISDICTIONS, OR UNDER CERTAIN CIRCUMSTANCES, AS A MATTER OF LOCAL LAW, AND IS NOT INTENDED TO REPLACE OR SUPERCEDE LOCAL LAW.

You agree to indemnify, defend and hold harmless Novarc, its affiliates, directors, officers, employees, shareholders, and agents from and against all liabilities, losses, costs, expenses (including reasonable attorneys' fees), and damages resulting from (i) any negligent acts, omissions or willful misconduct by you, (ii) your use of the Software, (iii) any breach of this Agreement by you, and/or (iv) your violation of any law or of any rights of any third party. The provisions of this section are for the benefit of Novarc and its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers. Each of these individuals or entities expressly retains the right to assert and enforce those provisions directly against you on its own behalf. You acknowledge that if any third party claims that your possession and use of the Software infringes upon that third party's intellectual property rights, Novarc, and not any third-party, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

As a material inducement to Novarc entering into this Agreement with you, you represent to Novarc that you have the full and unrestricted capacity and legal right to enter into agreements. You also acknowledge that the Software may be subject to other Canadian, U.S. and foreign laws and regulations governing the export of software by physical or electronic means. You agree to comply with all applicable Canadian, U.S. and foreign laws as well as end-user, enduse, and destination restrictions imposed by Canadian, U.S. and foreign governments.

If any part of this Agreement is held invalid or unenforceable, the remaining portions will remain in full force and effect. The failure of Novarc to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Subject to any restrictions on transfer and assignment described above, this Agreement will be binding on and inure to the benefit of the parties, their successors, permitted assigns and legal representatives. The provisions of this Agreement relating to copyrights, intellectual property ownership, restrictions on use, disclaimers of warranties, limitations of liability and indemnification will survive any termination of this Agreement for any reason. This Agreement which cannot be changed except by a written agreement executed between you and Novarc. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia in the country and Canada. You submit to the jurisdiction of the courts in the Province of British Columbia