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Contract 57539
DocuSign Envelope ID:590608FB-CEEB-4OA4-8410-0148DEOD92D6 CSC No.57539 ADDENDUM TO INDUCTIVE AUTOMATION SOFTWARE LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND INDUCTIVE AUTOMATION,LLC This Addendum to the Inductive Automation Software License Agreement ("Addendum") is entered into by and between Inductive Automation, LLC ("Vendor") and the City of Fort Worth ("City"), each a"party", and collectively the"parties." The contract documents shall include the following: 1. The Inductive Automation Software License Agreement available at https://inductiveautomation.com/ignition/license ("IASLA"); 2. The Inductive Automation Support Policy available at https://inductiveautomation.com/support/policy ("Support Policy") 3. Any invoice provided by Vendor to City("Invoice"); and 4. This Addendum. Notwithstanding any language to the contrary in the IASLA, the Support Policy or any Invoice (collectively referred to herein as the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Support Term. The support services provided by Vendor in accordance with the Support Policy, if purchased, shall commence upon the date this Addendum is signed by the Assistant City Manager below ("Effective Date") and shall expire no later than fifteen (15) months following the Effective Date ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. The Support Term may be renewed for successive one (1) year renewal periods at the City's option (each a "Renewal Term" and, together with the Initial Term, the "Support Term"). The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Intentionally omitted. b. Breach. If either party commits a material breach of the Agreement, the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, OFFICIAL RECORD CITY SECRETARY Addendum FT.WORTH, TX age 1 of 14 DocuSign Envelope ID:590608FB-CEEB-40A4-8410-0148DEOD92D6 law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. c. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. Addendum Page 2 of 14 DocuSign Envelope ID:590608FB-CEEB-4OA4-8410-0148DEOD92D6 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 7. Sovereign Immunity_. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. No City Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. a. Indemnification by Supplier. Subject to Section 9.b., Vendor will defend City against any claim, demand, suit or proceeding made or brought against City by a third party alleging that the Software infringes or misappropriates such third party's patents, copyrights or trademarks granted and currently in force in the United States (a "Claim Against City"), and will indemnify City from any damages and costs (including reasonable attorney's fees) finally awarded against City by a court of competent jurisdiction as a result of, or for amounts paid by City under a settlement approved by Vendor in writing of, a Claim Against City; provided, that City (i) gives Vendor written notice of any Claim Against City within fifteen (15) days of City's receipt of such Claim Against City (provided the failure to give such notice shall not relieve Vendor of its indemnification obligations except to the extent that Vendor is prejudiced by such failure), (ii) gives Vendor the sole control of the defense and settlement of the Claim Against City (except that Vendor may not settle any Claim Against City unless it unconditionally releases City of all liability), and (iii) gives Vendor all reasonable assistance, at Vendor's expense. In the event the Software is held, or in Vendor's reasonable opinion may be held, to infringe on any third party patent, copyright or trademark, Vendor may, at its sole option and expense, elect to: (a) modify the Software so that it is non- infringing; (b) replace the Software with non-infringing Software that is functionally equivalent or superior in performance; (c) obtain a license for City to continue to use the Software as provided hereunder; or (d) terminate the license for the infringing Software, have City return or destroy such Software, and refund City any license Fees actually paid by City to Vendor for such Software, up to the maximum amount allowable pursuant to Section 10 of the IASLA. Notwithstanding anything to the contrary in the Agreement, Vendor shall have no indemnification obligations or liability under this Addendum Page 3 of 14 DocuSign Envelope ID:590608FB-CEEB-40A4-8410-0148DEOD92D6 Section 9.a. if: (A) the allegations in the Claim Against City, as filed, do not state with specificity that the Software is the basis of the Claim Against City; or (B) a Claim Against City is based upon or arises out of(I) compliance with City's instructions, specifications or designs, (II) the combination, operation or use of the Software, or any part thereof, with any equipment, technology, software, processes or materials not provided by Vendor, if the Software or use thereof would not infringe without such combination, (III) City's failure to implement any update to the Software furnished by Vendor, (IV) modifications, enhancements, or derivatives of the Software not made by Vendor, (V) continued allegedly infringing activity by City after it has been notified of the possible infringement, (VI) a Non-Inductive Automation Application, or (VII) City's breach of this Addendum or the Agreement or failure to comply with the Documentation. b. Claim Against Cityby a Non-Practicing Entity. Notwithstanding anything to the contrary in Section 9.1, Vendor will have no obligation to defend City against any Claim Against City made or brought against City by a Non- Practicing Entity alleging that the Software infringe such Non-Practicing Entity's patents ("NPE Claim"). As used herein, "Non-Practicing Entity"means a person or entity that does not make or sell products or services that embody their patented technologies. The indemnification obligations in Section 9.a. with respect to NPE Claims will be contingent upon City: (i) complying with Section 9.a(i) and (iii); (ii) giving Vendor the option to defend and settle the NPE Claim, at Vendor's expense, at any time from the date of notice provided to Vendor until the complete resolution of the NPE Claim by City (provided Vendor will not settle or resolve any such NPE Claim in a manner that imposes any liability or obligation on City); and (iii) vigorously defending the NPE Claim (e.g., as if City was not subject to indemnification or insured). For the avoidance of doubt, the remedies and exclusions set forth in Section 9.a. will apply to any NPE Claim. c. Exclusive Remedy. THIS SECTION 9 STATES VENDOR'S SOLE OBLIGATION AND LIABILITY, AND CITY'S EXCLUSIVE REMEDY, WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 10. Data Breach. Intentionally omitted. 11. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. Addendum Page 4 of 14 DocuSign Envelope ID:590608FB-CEEB-40A4-8410-0148DEOD92D6 13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 14. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 15. Addendum Controlling. If any provisions of the Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 16. Network Access. Intentionally omitted. 17. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 18. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than$100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 19. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working Addendum Page 5 of 14 DocuSign Envelope ID:590608FB-CEEB-4OA4-8410-0148DEOD92D6 hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 20. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 21. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 22. Insurance. a. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: i. Commercial General Liability: 1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 2. Combined limit of not less than $1,000,000 per Addendum Page 6 of 14 DocuSign Envelope ID:590608FB-CEEB-40A4-8410-0148DEOD92D6 occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 3. Defense costs shall be outside the limits of liability. ii. Statutory Workers' Compensation and Employers'Liability Insurance requirements per the amount required by statute. iii. Technology Liability (Errors &Omissions) 1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 million aggregate or 2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy; and b. General Insurance Requirements: i. Intentionally omitted. ii. Intentionally omitted. iii. Intentionally omitted. iv. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. v.Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. vi. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. Addendum Page 7 of 14 DocuSign Envelope ID:590608FB-CEEB-4OA4-8410-0148DEOD92D6 (signature page follows) Addendum Page 8 of 14 DocuSign Envelope ID:590608FB-CEEB-4OA4-8410-0148DEOD92D6 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: Docu Signed by: By: )ana Burghdoff(M 9,2022 :41 CDT) By: Name: Dana Burghdoff Name: astisouGttman Title: Assistant City Manager Title: Director of sales Date: May 9,2022 Date: 4/4/2022 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: Christopher Hard (May9,202207.49CDT) ensuring all performance and reporting Name: Christopher Harder requirements. Title: Water Director Approved as to Form and Legality: By: Alexandef Pierce(May 3,2022 08:11 CDT) Name: Alexander Pierce Title: Engineering Manager By: as FORT Name: Taylor Paris City Secretary: Dec°000000°°0LOd� o Title: Assistant City Attorney ��o ° add ° 0,va 00 ° ° Tannefe S. Goodall ���'h°o *� Cf Contract Authorization: B JannetteS.Goodall(May10,202209:34CDT) °O0000000 y� �� rEX ASa�p M&C: 22-0197 Name: Jannette S. Goodall ��nn�444 Title: Acting City Secretary OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 9 of 14 4/29/22, 1:37 PM M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FOB Create New From This M&C DATE: 3/29/2022 REFERENCE **M&C 22- LOG NAME: 13P21-0201 SCADA SOFTWARE NO.: 0197 CC WATER CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of a One-Time Purchase of Supervisory Control and Data Acquisition Software and a One Year Technical Support Agreement with Inductive Automation LLC, in an Amount Up to $243,195.00, Authorize Nine One-Year Renewal Options in the Amount of$47,070.00 for the Water Department and Adopt Attached Appropriation Ordinance to Effect a Portion of Water's Contribution to the Fiscal Years 2022-2026 Capital Improvement Program RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of a one-time purchase of supervisory control and data acquisition software and a one year technical support agreement with Inductive Automation LLC, in an Amount Up to $243,195.00, 2. Authorize nine one-year renewal options in the amount of $47,070.00 for the Water Department; and 3. Adopt attached appropriation ordinance increasing estimated receipts and appropriations in the amount of $243,195.00 in the Water and Sewer Capital Projects Fund, from available funds, for the purpose of funding the SCADA Replacement project (City Project No. 103086) to effect a portion of water's contribution to the Fiscal Years 2022-2026 Capital Improvement Program. DISCUSSION: The Water Department approached the Purchasing Division to procure supervisory control and data acquisition (SCADA) software and a technical support agreement. The software will replace the current SCADA software which was deployed in 1987. The current software has many features and configurations that no longer meet the department's needs and technology standards. The City utilizes this SCADA software to monitor and control water treatment processes in water treatment plants and to ensure water distribution to citizens of Fort Worth and surrounding cities. The software also assists the department in maintaining historical data to fulfill data requests from customers' cities and for report compilation to be used by analysts, the plant operation division, the maintenance division, and the billing division. The Request for Proposal (RFP) consisted of detailed specifications regarding the software and support requirements. The RFP was advertised in the Fort Worth Star-Telegram on October 13, 2021, October 20, 2021, October 27, 2021, November 3, 2021 and November 10, 2021. The City received four proposals. Proposals were evaluated on best value criteria including the proposer's ability to meet the City's technical requirements and cost. Staff from the Water Department evaluated the proposals submitted and recommend awarding a one-time purchase of SCADA software and a technical support agreement with Inductive Automation LLC. The one-time cost for licensure is $196,125.00 with a $47,070.00 annual maintenance cost. The agreement will have a one-year term with nine one-year optional renewals $47,070.00 at the City's option. Renewals do not require specific City Council approval, provided that the City Council has appropriated sufficient funds to satisfy City's obligation during the renewal term. Description Amount apps.cfwnet.org/counciI_packet/mc_review.asp?ID=29750&councildate=3/29/2022 1/3 4/29/22, 1:37 PM M&C Review All software, modules, drivers, and licenses cost (one-time cost) $196,125.00 First year maintenance cost $47,070.00 First year subtotal $243,195.00 9 years maintenance optional renewals $423,630.00 Total $666,825.00 It is the practice of the Water Department to appropriate its Capital Improvement Program plan throughout the fiscal year, instead of within the annual budget ordinance, as projects commence, additional funding needs are identified, and to comply with bond covenants. The actions in the Mayor and Council Communication (M&C) will appropriate funds in support of the Water's portion of the City of Fort Worth's Fiscal Years 2022-2026 Capital Improvement Program, as follows: Capital Fund Project Name FY2022 CIP Authority Budget Revised Name Appropriations Change FY2022 (Increase / Budget Decrease) 56002-W&S 103086- $0.00 This M&C $243,195.00 $243,195.00 Capital SCADA Projects Fund Replacement Project Appropriations for the SCADA Replacement Project, are as depicted below: Fund Existing Additional Project Appropriations Appropriations Total* W&S Capital Projects - $0.00 $243,195.00 $243,195.00 Fund 56002 Project Total $243,195.00 $243,195.00$0.00 *Numbers rounded for presentation purposes. Funding is currently available in the Unspecified-All Funds project within the W&S Capital Projects Fund for the purpose of funding the Scada Replacement project. A waiver of the goal for M/WBE subcontracting requirements is approved by the Diversity and Inclusion Department, in accordance with Ordinance No. 225165-10-2021 (the Business Equity Ordinance), because the application of the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. In addition, an administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. Upon City Council approval, this agreement shall begin upon execution. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the Unspecified -All Funds project within the W&S Capital Projects Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the W&S Capital Projects Fund for the Scada Replacement project to support the approval of the above recommendations and award of the agreement. Prior to an expenditure being incurred the Water Department has the responsibility of verifying the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) apps.cfwnet.org/counciI_packet/mc_review.asp?ID=29750&councildate=3/29/2022 2/3 4/29/22, 1:37 PM M&C Review FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I I Year Chartfield 2 Submitted for City Manager's Office by_ Reginald Zeno (8517) Dana Burghdoff (8018) Ori inatin Department Head: Anthony Rousseau (8338) g g—p Christopher Harder (5020) Additional Information Contact: Cynthia Garcia (8525) Cristina Camarillo (8355) ATTACHMENTS 13P21-0201 SCADA SOFTWARE CC WATER.docx (CFW Internal) 13P21-0201 SCADA SOFTWARE 56002.docx (Public) 60 SCADA INDUCTIVE FID Table (NN 02.22.22).xlsx (CFW Internal) 60 SCADA INDUCTIVE PBS CPN 103086.pdf (CFW Internal) Form 1295 Certificate 100880141.pdf (CFW Internal) MWBE Waiver.pdf (CFW Internal) apps.cfwnet.org/counciI_packet/mc_review.asp?ID=29750&councildate=3/29/2022 3/3 4/20/22,3:04 PM Inductive Automation Software License Agreement Inductive Automation Software License Agreement Last updated:June 9, 2021 IMPORTANT -READ CAREFULLY. THIS INDUCTIVE AUTOMATION SOFTWARE LICENSE AGREEMENT ("IASLA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND INDUCTIVE AUTOMATION, LLC. BY CLICKING ACCEPT, INDICATING ACCEPTANCE ELECTRONICALLY, OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO THIS IASLA, INCLUDING THE LIMITED WARRANTY, DISCLAIMERS AND LIMITATION OF LIABILITY PROVISIONS. IF THE INDIVIDUAL PERSON ACCEPTING THESE TERMS IS ACTING ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT IT HAS FULL AUTHORITY TO BIND THAT OTHER PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL LOOK ONLY TO INDUCTIVE AUTOMATION, LLC FOR ALL ISSUES OF ANY KIND RELATING TO THE SOFTWARE AND DOCUMENTATION, AND RELEASE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST ANY AFFILIATE OF INDUCTIVE AUTOMATION, LLC WITH WHOM YOU MAY HAVE PREVIOUSLY CONTRACTED WITH REGARDING LICENSING OF THE SOFTWARE AND DOCUMENTATION. IF YOU DO NOT WANT TO ACCEPT THE TERMS OF THIS IASLA, YOU SHOULD NOT CLICK ACCEPT, DOWNLOAD, INSTALL OR USE THE SOFTWARE,AS DOING ANY OF THE FOREGOING CONSTITUTES YOUR BINDING ACCEPTANCE OF THE TERMS OF THIS IASLA. Copyright©2003-2021. Inductive Automation,LLC.All rights reserved. httDs://www.inductiveautomation.com support@inductiveautomation.com 1. DEFINITIONS. 1.1. "Activation Key" means an alphanumeric code that enables You to activate and use the Software. 1.2. "Affiliates" means entities that Control, are Controlled by, or are under common Control with a party. 1.3. "Claims" has the meaning set forth in Section 9. 1.4. "Control" (including the terms "Controlled by" and "under common Control with") means authority which an entity has over another entity through any of the following, directly or indirectly: (1) ownership of 50% or more of the share capital or other ownership interest in such other entity; (ii) the right to exercise 50% or more of the votes in such other entity; (iii) the contractual right to designate more than half of the members of such other entity's board of directors or similar executive body; or(iv) by virtue of any power conferred by the law, constitutional documents, agreements or arrangements regulating or relating to such undertaking. 1.5. "Documentation" means the then-current information regarding the Software that is generally provided or made available to You by Inductive Automation either in print or electronic form, and which may include end user manuals, operation instructions, installation guides, release notes and on-line help files regarding the use of the Software. 1.6. "Evaluation Instance" means an Instance of the Software that has not been activated using an Activation Key provided by inductive Automation. https://inductiveautomation.com/ignition/license 1/8 4/20/22,3:04 PM Inductive Automation Software License Agreement 1.7. "High Risk Activities" has the meaning set forth in Section 11. 1.8. "Inductive Automation" means Inductive Automation, LLC, a California limited liability company, having a principal place of business at 90 Blue Ravine Road, Folsom, California 95630, USA. 1.9. "Instance" means a single copy of the Software running on a single physical or virtual machine. 1.10. "Marketplace" means an online directory, catalog or marketplace of applications or modules that interoperate with the Software, including, for example, the Ignition Exchange at https://inductiveautomation.com/exchange, and any successor websites. 1.11. "Non-Inductive Automation Application" means a Web-based, mobile, offline or other software application or module functionality that interoperates with the Software, that is provided by You or a third party and/or listed on a Marketplace. 1.12. "Registered Instance" means an Instance of the Software that has been activated using an Activation Key provided by Inductive Automation. If such Activation Key is subsequently used to activate a different Instance of the Software, then the first Instance of the Software will automatically cease to be a Registered Instance. 1.13. "Reseller/OEM Product" means a product into which a system integrator or original equipment manufacturer has integrated the Software. 1.14. "Software" means the Ignition by Inductive Automation® software program, Inductive Automation software modules and all versions, enhancements, modifications, improvements, derivatives, updates and new releases thereof. 1.15. "You" and"Your" mean the person, company or other legal entity which is downloading, installing or using the Software, and any successor or assignee of same. 1.16. "Warranty Period" has the meaning set forth in Section 8.1. 2. LICENSE GRANT. 2.1. License. You acknowledge and agree that the Software is licensed, not sold. Subject to Your compliance with all the terms and conditions of this IASLA, Your timely payment of all applicable license fees and Your compliance with the activation process, inductive Automation grants You a worldwide, perpetual (subject to Section 13),personal, non-exclusive, non-transferable (except as set forth in Section 2.5) and non-sublicensable license to download, install and use the Software and Documentation solely for Your internal business purposes pursuant to the terms of this IASLA. Inductive Automation reserves all other rights in and to the Software and Documentation not granted to You in writing herein. If You are a company or other legal entity, You are responsible for Your personnel and authorized contractors with respect to this IASLA. Without limiting the generality of the foregoing, any actions or omissions of Your personnel or authorized contractors pertaining to the Software, the Documentation or this IASLA will be deemed to be Your action or omission. Any use of the Software by Your personnel and authorized contractors shall be solely for Your internal business purposes. 2.2. Limited Rights Versions. If the Software version You acquired is marked or otherwise identified as intended solely for a specific or limited use, then You may only use it as so specified. You may not use the https://inductiveautomation.com/ignition/license 2/8 4/20/22,3:04 PM Inductive Automation Software License Agreement following versions of the Software (1) for commercial or revenue-generating activities or(ii) except as expressly permitted by this Section 2.2, for the benefit of a tax-exempt charity or nonprofit. 2.2.1. Maker Edition. Only for personal use by an individual. 2.2.2. Educational Edition. Only for educational use. You must be faculty or staff at an educational institution and use the Software only for teaching and training students. For the avoidance of doubt, educational use does not include research. 2.3. Evaluation Instance. You may use an Evaluation Instance of the Software without charge on an evaluation basis; provided, that Your use is limited to a two-hour iuntime only. To use the Software without this runtime limitation, You must have a Registered Instance of the Software. 2.4. Registered Instance. After You activate the Software using an Activation Key provided by Inductive Automation, You have a Registered Instance of the Software. You are licensed to activate only the number of Instances of the Software corresponding to the number of Activation Keys that You received from Inductive Automation. 2.5. Transfer of Reseller/OEM Products to End Customer. If You are a system integrator or original equipment manufacturer and You have integrated the Software into a Reseller/OEM Product for purposes of reselling such integrated product to Your end customer, You may transfer the Software, as part of the integrated product, to Your end customer upon their acceptance of this IASLA and Your completion of the Software transfer registration process. If You are an end customer receiving a Reseller/OEM Product, You acknowledge and agree that(1) You have accepted and are bound by this IASLA; (ii) the system integrator or original equipment manufacturer is not authorized to modify or amend this IASLA or to offer any warranties or representations regarding the Software on inductive Automation's behalf, (iii) Inductive Automation's sole obligations with regard to the Software are as set forth in this IASLA; and(iv) You will look solely to the system integrator or original equipment manufacturer for any defects in the Reseller/OEM Product, or incompatibilities with the Software. 2.6. Support Services. This IASLA does not give You the right to any support services for, or upgrades, updates or enhancements to, the Software that Inductive Automation may offer from time to time. Inductive Automation may, at its option and as part of its sales policy, make such support services and upgrades, updates and enhancements available to users with Registered Instances of the Software under terms to be determined from time to time by Inductive Automation. 3. RESTRICTIONS. 3.1. Design and Use Restrictions. You may not reverse engineer, decompile, disassemble or create derivative works based on the Software or Documentation, or work around or bypass any technical restrictions or limitations in the Software, except and only to the extent that such activity is expressly permitted by applicable law. You may not convert the Software or its parts to a different computer language or environment, either manually, or using an automated conversion tool, such that the Software or any modification thereof will run under any language, software, or program other than that implemented by Inductive Automation. You may not remove, minimize, block or modify any logos, trademarks, copyright notices or other notices of Inductive Automation or its licensors that are included in the Software or Documentation. Except as expressly stated herein, You may not sublicense, rent, lease, sell, trade, resell, modify, duplicate, reproduce, copy, transfer or lend the Software without Inductive Automation's written consent. You may not publish or publicly distribute any Activation Keys, serial https://inductiveautomation.com/ignition/license 3/8 4/20/22,3:04 PM Inductive Automation Software License Agreement numbers, access codes, unlock-codes, passwords or other end-user-specific registration information that would allow a third party to activate the Software without a valid license from Inductive Automation. 3.2. Hosted Systems. You acknowledge and agree that hosted commercial systems for the benefit of a third party are prohibited unless You obtain a special service provider license from Inductive Automation. You will not permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service or other arrangement except pursuant to a special service provider license from Inductive Automation. If You are interested in using the Software in this manner, You must contact the Inductive Automation sales department. 4. APPLICATION OF THE MOST RECENT IASLA. You acknowledge and agree that Inductive Automation may amend this IASLA, in its sole discretion, at any time, and the amendments will be effective as soon as (1) they are posted through the Software or on the Inductive Automation website for the Software (currently at https://inductiveautomation.com/ignition/license), or(ii) when Inductive Automation notifies You by other means. You agree to regularly check such website for updates to the IASLA. It is important that You review this IASLA whenever it is amended because Your continued use of the Software indicates Your agreement to the amendments. If You do not agree to any amendment, You must immediately stop using the Software and terminate this IASLA. 5. CREATION OF MODULES. You have the right to create modules that interface with the Software. You acknowledge and agree that Inductive Automation may be independently creating a module or modules that provide the same or similar functionality as the module(s) You create, and, further, that Inductive Automation has the right to do so. 6. DATA. You acknowledge and agree that Inductive Automation may: (1) collect and process technical and related information about Your use of the Software, which may include, without limitation, modules installed, usage statistics (e.g., number of sessions, tags, projects, devices, connections, etc.), Software version, country, language, time zone, OS version, CPU architecture, memory size, and other similar data; and(ii) create certain aggregated, de-identified information related to the Software, including information about the Software environment,performance, and other usage information. You authorize Inductive Automation to use such data to support and troubleshoot, analyze trends and benchmark, and test and improve the Software. 7. OWNERSHIP AND INTELLECTUAL PROPERTY. Ownership of the Software remains with Inductive Automation. You are not obtaining ownership of the Software or any intellectual property rights related to it by licensing the Software. The Software and Documentation are protected by copyright, trade secret, patent and other intellectual property laws of the United States and other countries, and through international treaty provisions. Inductive Automation retains all right, title and interest in and to the Software and Documentation, including any enhancements, updates, upgrades, modifications, improvements and derivatives thereof, and all intellectual property rights therein. You agree not to prevent or seek any legal action to prevent Inductive Automation from developing any updates, enhancements, modifications, improvements or upgrades to the Software, including development of any modules based on its own efforts and intellectual property. Inductive Automation reserves all rights to any reproduction of the Software, including its Documentation, logos, trademarks, icons and interface in whole or in part. Inductive Automation may make changes to the Software or Documentation at any time without notice. Except as otherwise expressly provided in this IASLA, Inductive Automation grants no rights under Inductive Automation patents, copyrights, trademarks or other intellectual property rights. https://inductiveautomation.com/ignition/license 4/8 4/20/22,3:04 PM Inductive Automation Software License Agreement 8. LIMITED WARRANTY AND DISCLAIMERS. 8.1. Warranty. Inductive Automation represents and warrants that the Software will conform in all material respects with the Documentation provided to You by Inductive Automation for a period of sixty (60) days from the date You first use Your Activation Key to activate the Software ("Warranty Period"). This warranty shall be void if the non-conformity is caused by Your failure to use the Software in accordance with the Documentation or comply with the terms and conditions of this IASLA. 8.2. Disclaimers. EXCEPT AS SET FORTH IN PARAGRAPH 8.1 OF THIS IASLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) INDUCTIVE AUTOMATION MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SOFTWARE OR DOCUMENTATION, AND (II) THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS IASLA ARE PROVIDED ON AN "AS IS"AND "AS AVAILABLE" BASIS. INDUCTIVE AUTOMATION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SOFTWARE AND DOCUMENTATION, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTY OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INTERRUPTION OF USE AND FREEDOM FROM BUGS. INDUCTIVE AUTOMATION MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES INDUCTIVE AUTOMATION MAKE ANY WARRANTY THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY OTHER HARDWARE, SOFTWARE OR SERVICE. YOU ASSUME COMPLETE RESPONSIBILITY FOR DECISIONS MADE OR ACTIONS TAKEN BASED ON INFORMATION OBTAINED USING THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY INDUCTIVE AUTOMATION OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED IN THIS IASLA. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK OR COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR. INDUCTIVE AUTOMATION HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU FROM ANY CLAIM OF ANY KIND ARISING OUT OF, OR RELATED TO, A BREACH OF ANY WARRANTY EXPLICITLY DISCLAIMED ABOVE, INCLUDING, BUT NOT LIMITED TO, A CLAIM OF INFRINGEMENT. THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET OR BE USED IN CONNECTION WITH HARDWARE AND OTHER PRODUCTS THAT ARE CONNECTED TO THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT INDUCTIVE AUTOMATION DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR(B) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS OR NETWORKS. INDUCTIVE AUTOMATION WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. 8.3. Limitation of Remedies. Inductive Automation's entire liability and Your sole remedy for breach of Section 8.1 is: (1) the replacement of the Software not meeting the limited warranty specified above, which is returned with proof of purchase during the Warranty Period; or (ii) if Inductive Automation is unable through reasonable efforts to deliver replacement Software which meets the limited warranty specified above, You may terminate this IASLA as provided herein, and Inductive Automation, its distributor or its reseller will refund the fees You paid under this IASLA for the non-compliant Software. https://inductiveautomation.com/ignition/license 5/8 4/20/22,3:04 PM Inductive Automation Software License Agreement 9. INDEMNIFICATION. You agree to indemnify, defend and hold Inductive Automation and its Affiliates and their respective officers, managers, members, directors, employees, agents, successors, licensors and assigns harmless from and against any and all claims, lawsuits, liabilities, damages,judgments, recoveries, penalties, costs, losses fines, settlements or expenses, including without limitation reasonable attorneys' fees and costs, arising out of or in any way connected to: (i) a claim that a Non-Inductive Automation Application provided by You, or the combination of a Non-Inductive Automation Application provided by You and used with the Software, infringes on or violates any third party intellectual property rights; (ii) Your use of the Software in an unlawful or unauthorized manner or in violation of the Documentation; (iii) High Risk Activities; or(iv) Your breach of this IASLA (all of the foregoing, collectively, referred to as "Claims"). Inductive Automation reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims (and without limiting Your indemnification obligations with respect to such Claims). You agree to reasonably cooperate as requested by Inductive Automation in the defense of any Claims. 10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INDUCTIVE AUTOMATION BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER(INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, COST OF COVER OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THIS IASLA OR THE USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT,NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF INDUCTIVE AUTOMATION, ITS DISTRIBUTOR OR ITS RESELLER HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY SPECIFIED IN THIS IASLA OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. INDUCTIVE AUTOMATION'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SOFTWARE, DOCUMENTATION OR THIS IASLA, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LICENSE FEES PAID BY YOU FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM BUT, IN NO EVENT, MORE THAN ONE HUNDRED THOUSAND DOLLARS ($100,000USD). 11. NO HIGH RISK USE. The Software is not fault-tolerant and is not designed or intended for use or resale in hazardous environments requiring fail-safe performance in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Unless inductive Automation gives its prior written consent and is consulted regarding the specific deployment, system set-up and Software support plan, this license excludes any High Risk Activities, and You shall not use the Software with respect to any High Risk Activities. 12. EXPORT RESTRICTIONS. All Software, Documentation and technical data supplied by Inductive Automation under this IASLA is subject to export controls under the laws and regulations of the United States ("U.S.") and any other applicable countries' laws and regulations. You will comply with all such laws and regulations governing export, re-export, import, transfer and use of the Software and Documentation, and will obtain all required U.S. and local licenses, permits or authorizations. 13. TERM AND TERMINATION. This IASLA takes effect upon Your clicking accept, indicating Your acceptance electronically or upon Your downloading, installing or using the Software and remains effective until https://inductiveautomation.com/ignition/license 6/8 4/20/22,3:04 PM Inductive Automation Software License Agreement terminated. You may terminate this IASLA at any time by destroying all copies of the Software, Documentation and Activation Keys in Your possession. This IASLA will automatically terminate if You violate the terms and conditions of this IASLA. Upon termination, You shall cease using the Software and destroy all copies of the Software, Documentation and Activation Keys in Your possession. Termination of this IASLA will automatically terminate all licenses granted herein. Any termination of this IASLA shall not affect Inductive Automation's rights to any payments due to it. Those terms that by their nature are intended to continue indefinitely will continue to apply, including, but not limited to, Sections 1, 3-7, 8.2, 8.3, and 9-20. 14. COUNSEL; INTERPRETATION. The parties and their respective counsel have had an opportunity to review this IASLA. The parties acknowledge and agree that: (i) the rule of construction to the effect that any ambiguities are resolved against the drafting party will not be employed in the interpretation of this IASLA; and (ii) the terms and provisions of this IASLA will be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this IASLA. Headings contained in this Agreement are for convenience of reference only and do not form part of this Agreement. A word importing the singular includes the plural and vice versa. The word"including" shall be interpreted to mean"including without limitation". 15. ENTIRE AGREEMENT. 15.1. No Master or Enterprise Agreement. This IASLA is the entire agreement between You and Inductive Automation relating to Your downloading, installation and use of the Software and the Documentation. You acknowledge and agree that this IASLA controls all aspects of the relationship between the You and Inductive Automation with regard to the Software and Documentation and supersedes all written or oral statements, promises, representations and agreements between You and Inductive Automation, including, but not limited to, Your purchase orders and/or terms and conditions, and whether made or provided before or after Your acceptance of this IASLA. 15.2. Existing Master or Enterprise Agreement. Notwithstanding anything to the contrary in Section 15.1, during the time period that any separately signed master or enterprise agreement is in effect between You and Inductive Automation, such separately signed master or enterprise agreement shall prevail over any inconsistent or conflicting terms of this IASLA. 16. GOVERNING LAW. Any dispute, controversy or claim arising out of, relating to or in connection with this IASLA shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law, and shall be brought exclusively in the state or federal courts of competent jurisdiction sitting in Sacramento County, California. The United Nations Convention on the International Sale of Goods will not apply. Each party consents to the personal jurisdiction, venue and convenience of such courts. 17. RIGHT TO AUDIT. You agree that Inductive Automation may audit Your use of the Software for compliance with the terms and conditions of this IASLA, upon reasonable notice. You agree to cooperate fully with Inductive Automation and its authorized agents in any such audit to assist in accurately determining Your compliance with the terms and conditions of this IASLA. If such audit reveals any use of the Software by You other than in full compliance with the terms of this IASLA, You shall take all necessary action to bring Your usage into compliance and shall pay Inductive Automation for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance. https://inductiveautomation.com/ignition/license 7/8 4/20/22,3:04 PM Inductive Automation Software License Agreement 18. RIGHT TO IDENTIFY CUSTOMER IN MARKETING MATERIALS. You agree that Inductive Automation may use Your name and logo in its marketing materials solely for the purpose of identifying customers of Inductive Automation who have purchased the Software. No explicit representations shall be made regarding Your recommendation or endorsement of the Software. 19. THIRD PARTY SOFTWARE. The Software may incorporate, embed or be bundled with third party software which requires You to accept and agree to be bound by notices and/or additional terms and conditions. Such required third party notices and/or additional terms and conditions are identified in the notice.txt files of the Software and are made part of and incorporated by reference into this IASLA. By accepting this IASLA, You agree to review such terms and conditions set forth therein, if any, and Your use of the Software will be deemed to be Your acceptance thereof. 20. GENERAL. If any provision of this IASLA is found by a competent judicial authority to be unenforceable in any respect, such provision will be limited or eliminated to the minimum extent necessary so that the remainder of this IASLA will continue in full force and effect. Failure of Inductive Automation to enforce its rights pursuant to this TASLA shall not constitute a waiver of such rights, and shall not prejudice inductive Automation in any later enforcement of its rights or rights to seek damages therefrom. You agree that monetary damages alone are not an adequate and just relief resulting from any breach of this IASLA, that a court order prohibiting any further breach of this IASLA is necessary to prevent further damages, and that You will not oppose any reasonable request for a temporary restraining order, preliminary injunction, or other relief sought by Inductive Automation in the event of a breach of this IASLA. Inductive Automation shall not be required to notify You of any breach, nor make any demand or claim against You resulting from any such breach, or for a demand to stop any use or distribution in violation of the terms of this IASLA, and You agree that any breach of this IASLA and damages resulting therefrom shall relate back to the first and earliest breach thereof. Except as expressly permitted by this IASLA, You may not assign this IASLA, in whole or in part, without Inductive Automation's written consent. Inductive Automation may freely assign this IASLA, in whole or in part, in Inductive Automation's sole discretion. This IASLA will be binding upon and inure to the benefit of each party's permitted successors and assigns. https://inductiveautomation.com/ignition/license 8/8 Effective June 30, 2021 Support Policy Services and Pricing Inductive Automation is dedicated to providing our customers with high-quality product support. In order to ensure that your experience with our support system is consistent and effective,we provide the following support policy. Inductive Automation reserves the right to alter this support policy at any time. Technical Support At Inductive Automation,we pride ourselves on providing the best support experience possible. Our support staff routinely helps to troubleshoot problems, provide advice on best practices, and get you back on track to move forward with your project.Just like in our software,we don't like to impose arbitrary limits-, that's why we don't hinder your use of our support through restrictive contracts. You won't see hard limits on how many tickets you can create, phone calls you can make, or the amount of time we'll spend helping you. However, our support team is not infinite. As support is a limited resource,we must work together and have some ground rules to help prevent abuse of the system in order to keep wait times down and provide fair access to support for all our customers. Usage Guidelines In order to remain in good standing as a member of our support community, it is important to keep the following principles in mind. 1. Support is not training We offer many different types of excellent training and educational materials. Inductive University, our free online e-learning platform, is an excellent place to learn how to use Ignition. Our highly regarded, interactive, live training classes are regularly offered and are a great way to increase your expertise quickly. And of course, our user manual is an excellent reference with a wealth of information. While our support staff will often offer tips and advice in the course of troubleshooting,we, unfortunately, cannot offer ongoing consultative training as part of a normal support plan. Please make use of our other educational offerings in order to learn how to use our product. 2. Designing and/or building your project is out of scope While our support staff will be happy to help you when you encounter a technical problem or point you in the right direction if you get stuck, they cannot offer substantive design or implementation guidance, or consulting.While we make Ignition as easy to use as possible, it still requires technical expertise in many different areas. In order to achieve your inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 project requirements, many different disciplines may be required, including authoring Python scripts or writing SOL queries. If you need significant help building your project, please consider getting in touch with one of our many qualified system integrators,who are experts in Ignition and many other related technologies. Our Sales Engineering team is also available for those looking for guidance on building out advanced architectures and want some information on best practices before making a purchase. 3. Know your own infrastructure Ignition is installed on a wide variety of different computing platforms, both physical and virtual, and connects to a myriad of different devices, databases, and other systems. Our support staff are veterans of troubleshooting Ignition in many different kinds of architectures and configurations.We will happily assist in troubleshooting many different kinds of problems, but the scope of our support is limited to Ignition itself. Troubleshooting or configuring external systems like databases,firewalls, load balancers, networking devices,virtualization, cloud infrastructure, etc., is outside the scope of our support. 4. Bring your experts When opening up a support ticket, it is important to have the experts on your systems available. Our support experience is an interactive one, where we will help troubleshoot live on your system if possible. In order to expedite the process, make sure you have the experts in relevant systems available for the troubleshooting process so that nothing is a "black box" 5. Abuse will not be tolerated We understand that many situations that require support are stressful, high-pressure,time-sensitive, costly, and intense. That said,we take any kind of abuse of our support reps very seriously.We will take immediate action against anyone who uses aggressive or harsh language,threatens, demeans, or otherwise engages in unprofessional behavior towards Inductive Automation employees. In order to ensure that support remains as available as possible,we take care to monitor tickets for potential violation of these principles. To do this,we track a wide range of metrics and will work with customers who are routinely not following the principles laid out above. As a result,we may send you usage updates from time to time, give you gentle reminders, or, in more severe cases, be forced to de-prioritize your tickets in the support queue. In the most extreme circumstances,we reserve the right to unilaterally suspend or terminate access inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 to support for any individual that is violating the above guidelines. Ticket Classification Inductive Automation support uses a two-category classification system for every ticket that is submitted: Problem and Consultative. • Problem: This classification covers reported issues that represent an actual problem with the functionality of the software. Examples being: -A gateway will not start - Functionality that was working stops,with no clear changes that should have affected it -An upgrade changes behavior or functionality -The software cannot be used in a documented manner • Consultative: Items that fall under this classification can be more commonly understood as "how-to" kinds of questions. - Not knowing how to accomplish a goal - Unsure of the best way to approach a problem - Data is not exactly what is expected -The problem statement focuses on technologies peripheral to Ignition, such as SQL, networking, etc. This classification system is one of the things used to determine the prioritization of submitted support tickets. The main goal of Inductive Automation support is to provide prompt, high-quality support to customers who are experiencing serious problems with their Ignition installations. For this reason, Problem issues are prioritized and handled in an order that's determined by the level of support plan that covers the installation in question. For all non-Priority Care/ELA/Distributor customers,tickets that are classified as Consultative in nature are deprioritized and are not associated with a published expected response time. Customers may still submit these tickets via a phone call or the web portal; however since responses will be delayed, it is encouraged that these types of issues be directed to the forums or researched using the other free resources available such as Inductive University, or the online user manual. Ticket Severity Along with the classification structure,we also use a ticket severity metric to help determine how Problem tickets are prioritized within the support queue. There are four levels of ticket severity into which all incoming support tickets are categorized. inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 • Urgent- Production is directly affected • High -Issue is causing a major impact or blocking development but is not directly affecting production at the moment • Normal -Standard Priority • Low-All Consultative tickets and other issues that have been deprioritized in the course of being handled. The assignment of severity to tickets occurs during the first communication with IA Support at the time of ticket submission when submitted by phone. If a ticket is submitted via the web portal,we will attempt to assign an accurate severity based on the supplied information. How Prioritization Occurs Tickets are prioritized within the support system by taking into account Support Plan Type, Ticket Severity, Last Response Time (amount of time since last customer inquiry), and Ticket Classification. Ticket Classification is first used to deprioritize tickets of a consultative nature for non-PriorityCare/ELA/Distributor customers into a separate queue that is handled based on available department resources. The remaining tickets are then sorted into a queue to be actively handled by the Inductive Automation support staff. In general,tickets submitted by accounts having a "higher" support plan type will be serviced first; however, plan type is not the only factor used to determine response priority; severity and wait times are also taken into account in the ordering of the ticket queue. Policies and Pricing Support plans are calculated for a year and should be kept current by renewing annually.Your plan price is based on the retail cost of the software. If a lapse occurs,you will be charged a reinstatement fee (which is calculated at a daily rate) and if this lapse is prior to a major update,you will be required to upgrade to the current version to reinstate your Support plan. Upgrades are priced at 65% of the current retail cost. PriorityCare PriorityCare is our new premium support offering, providing unlimited phone, and web support at our highest priority level, as well as free software upgrades and member discounts. +24%Annually I Support plan price is based on the retail price of software at the time of purchase. inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 PriorityCare includes: • Unlimited phone,web portal support at our highest priority level (Includes phone support during business hours-, priority level may be affected by the severity of the issue.) • Upgrade Protection: Unlimited free upgrades to any modules purchased •15%discounts on training courses, excluding onsite training • Free certification tests TotalCare Get peace of mind for the entire year with unlimited phone, and web portal access to our technical support reps,free software upgrades, and member discounts. +20%Annually I Support plan price is based on the retail price of software at the time of purchase. TotalCare Includes: • Unlimited phone (during business hours), and web portal support • Upgrade Protection: Unlimited free upgrades to any modules purchased •10%off training courses, excluding onsite training • Half-price certification tests BasicCare Best for customers who want access to technical support reps via the web portal, but don't require that issues be expedited via phone support. Includes free upgrades to any modules purchased, plus web portal support. + 16%Annually I Support plan price is based on the retail price of software at the time of purchase. BasicCare includes: • Upgrade Protection: Unlimited free upgrades to any modules purchased • Unlimited web portal support Upgrades Upgrades are free for any software under a BasicCare, TotalCare, or PriorityCare support plan. If an upgrade is needed and a support plan is not in place, customers will have to pay 65%of the software's current retail price. inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 Example: Ignition License($19,350) Support Package Upgrade Price Without Support Plan:65% $12,577.50 With PriorityCare:24%_$4,644.00 Free With TotalCare:20%_$3,870.00 Free With BasicCare:16%=$3,096.00 Free Telephone Support Technical support via telephone is available for customers for all software under a PriorityCare or TotalCare plan. Our telephone support is often enhanced by the use of GoToAssist,which lets our representatives actually see your issue live over the Internet, reducing incident resolution times to a minimum. The support department can be reached by calling (800) 266-7798 or(916)456- 1045 during our normal support hours of 6 AM to 5 PM PST.When calling after hours,you will be given the option to be redirected to the emergency support line. After-hours support is available 24x7x365 for customers who are eligible for phone support and is billed at$385 per hour with a one-hour minimum. Strategic Partner modules (such as MES and MATT) are supported directly by them and are covered under the same policies, however after-hours support availability and pricing does not apply to these partners. For details on after- hour support,you will need to contact them directly. Post-Sales Support Each software purchase comes with 90 days of free telephone technical support. After the initial free period,telephone support is available with the purchase of a PriorityCare or TotalCare plan. If PriorityCare or TotalCare is purchased during this time frame,then it is valid for 12 months starting when the 90-day complimentary support ends. Inductive Automation will also provide limited telephone technical support for prospective customers. inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 Electronic Support (Forum and Email) Inductive Automation is proud to offer free electronic product support via our online forum, and support web portal. Software Updates At Inductive Automation,we are constantly improving our software, both in features and reliability. To better keep track of each iteration of our software, as well as to coordinate upgrades,we assign version numbers to both the Ignition platform as a whole, as well as to each module.Version numbers are always three separate numbers separated by periods;for example, 7.3.8. The first number in this triplet is called the Major Version number. The second number is called the Platform Coordination number. The third number is called the Minor Version number. The Platform Coordination number lets you know which version of a module is compatible with which versions of the platform. For example, if you were installing Ignition 7.5.0, all of your modules would need to be version X.5.Y; notice how the middle numbers match. We frequently release updates to Ignition and its modules that only change Minor Version numbers. These updates typically contain fixes and minor feature improvements. These updates are always free. Less frequently,we have a coordinated release of a new version of the platform and all the modules. These updates typically contain major new features. Historically,this happens about once a year.When this happens,the Platform Coordination number will be incremented. The Major Version number of the modules may also be incremented,triggering a Major Upgrade. Put simply: a Major Upgrade happens when either the Major Version or the Platform Coordination number increases. Active Development For current versions and those specified as Long-Term Support versions, IA will actively develop fixes or updates for critical issues that will come out as an update in the software. Long-Term Support Program Long-Term Support Version refers to an Ignition platform version designated by Inductive Automation to receive Long-Term Support(LTS). Platform versions noted as LTS will receive Active support for five years from the date of their original release and a subsequent two years of Limited support after the Active support period ends. inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 Starting with LTS version 8.1, all LTS versions of Ignition will be supported for five years beyond the release date of the original release or two years past the date of a subsequent LTS version's release,whichever is longer. For example, if the LTS version (X) is first released on 1/1/2020, it will be supported at least through 1/1/2025, but possibly longer. If the next LTS version (Y) is released on 1/1/2024, version X will be supported through 1/1/2026. Support for an LTS version is limited to critical problems where the software is rendered unusable and for which no work-around is available as determined by Technical Support. Only users with a valid PriorityCare or TotalCare support plan may receive phone support for the use of an LTS version. Bug fixes outside of this definition which are integrated into later versions will not be back-ported into LTS versions. LTS support excludes support for third-party developed modules. LTS versions that utilize Java, such as 7.9,will be tested and updated to ensure compatibility with new Java patches.When new Java patches are released for the version(s) of Java that an LTS version of Ignition is compatible with, Inductive Automation will test the LTS version with the new Java patch within three weeks. If an issue is identified, Inductive Automation will notify LTS customers via the LTS Announcement email list, and release an LTS update within six weeks of identifying the issue. Customers can subscribe to this email list via inductiveautomation.com/email LTS versions will be announced and noted on Inductive Automation's website. Current and prior LTS versions can be found on our Downloads page. There are three categories in which an Inductive Automation stable software release can reside when it comes to provided support. They are: •Active • Limited • End-of-Life (EOL) Active The current release branch and non-expired LTS releases fall into this Active category. This means that the software is being actively developed/patched and the IA support team can provide full customer support with issues related to these releases. Releases in this category receive full development and support department attention. LTS releases receive at least five years of Active support, and non-LTS releases receive at least two years of Active support. inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 Limited Expired LTS releases as well as releases that were never considered LTS fall into the Limited support category. Development support and patches end in this category. There should be no expectation of new releases or patches for any issues that may arise in versions that fall into this category, however, customers can expect limited phone and web portal support. Limited phone and web portal support means the IA support department will,to the best of its abilities, provide the standard level of product support for these releases. As releases in this category start to age and get further from the most current and LTS release branches it should be expected that support will start to become more limited and response times may increase. LTS releases receive at least two years of Limited support, and non-LTS releases receive at least one year of Limited support. End-of-Life (EOL) Releases that are announced as EOL will no longer be supported by either the development team or the support team. Customers should expect all web portal and phone support to end for a release once it passes into the EOL category. Customers will still be able to activate and continue to utilize EOL releases but no support should be expected beyond potential activation support. The one exception here is for customers who are upgrading from an EOL release to a release that falls into the Active or Limited categories. Those customers can expect to receive support with the upgrade process. IA will make an announcement 12 months before a Limited release is scheduled to move to EOL. Customers will then have those 12 months to arrange and execute any necessary upgrade plans. inductive 800266.7798 Ignition. automation www.inductiveautomation.com by inductive auto nation REV 04-1-2022 inductive Quote automation Fort Worth Quote #1234076 Quote valid:April 4, 2022-June 3, 2022 Payment Terms: Net 30 Bill To: Ship To: FORT WORTH Fort Worth Alex Pierce Alex Pierce 1500 11 TH AVE 1500 11 TH AVE FORT WORTH,TX 76102-4349 FORT WORTH,TX 76102-4349 US US Product Price Qty Total Ignition Custom Package 8.1 -WTP A,B,C and DIST $19,050.00 4 $76,200.00 SCADA(Primary) -Ignition Platform -OPC UA Server Module -Core Drivers -Perspective Module -Symbol Factory -Tag Historian -Reporting Module -Alarm Notification Module -EAM Ignition Custom Package 8.1 -WTP A,B,C and DIST $9,525.00 4 $38,100.00 SCADA(Back Up) -Ignition Platform -OPC UA Server Module -Core Drivers -Perspective Module -Symbol Factory -Tag Historian -Reporting Module -Alarm Notification Module -EAM Ignition Custom Package 8.1 -WTP D(Primary) $19,050.00 1 $19,050.00 -Ignition Platform -OPC UA Server Module -Core Drivers -Perspective Module -Symbol Factory -Tag Historian -Reporting Module -Alarm Notification Module -EAM THIS QUOTE,AND ANY RELATED SALE,IS NULL AND VOID IF ALTERED IN ANY MANNER BY ANYONE OTHER THAN AUTHORIZED INDUCTIVE AUTOMATION PERSONNEL. THIS QUOTE IS VALID ONLY TO THE PARTY TO WHOM IT IS ISSUED AND IS NOT VALID AND MAY NOT BE TRANSFERRED TO ANY OTHER PARTY Inductive Automation Ph(800)266-7798 Fax(916)932-1194 Page 90 Blue Ravine Road Folsom,CA 95630 USA Int'I(916)456-1045 inductiveautomation.com 1 of 4 inductive Quote automation Fort Worth Quote #1234076 Quote valid:April 4, 2022-June 3, 2022 Payment Terms: Net 30 Bill To: Ship To: FORT WORTH Fort Worth Alex Pierce Alex Pierce 1500 11 TH AVE 1500 11 TH AVE FORT WORTH,TX 76102-4349 FORT WORTH,TX 76102-4349 US US Product Price Qty Total Ignition Custom Package 8.1 -WTP D(Back Up) $9,525.00 1 $9,525.00 -Ignition Platform -OPC UA Server Module -Core Drivers -Perspective Module -Symbol Factory -Tag Historian -Reporting Module -Alarm Notification Module -EAM Ignition Custom Package 8.1 -Central SCADA(Primary) $29,150.00 1 $29,150.00 -Ignition Platform -OPC UA Server Module -Core Drivers -Perspective Module -Symbol Factory -Tag Historian -Reporting Module -Alarm Notification Module -SMS Notification Module -Voice Notification-English Female(Katherine) -Voice Notification Module -EAM -Web Services Module -Business Connector Module -Quickstart Program for Business Connector Module Ignition Custom Package 8.1 -Central SCADA(Back Up) $14,575.00 1 $14,575.00 -Ignition Platform -OPC UA Server Module -Core Drivers -Perspective Module -Symbol Factory -Tag Historian -Reporting Module -Alarm Notification Module THIS QUOTE,AND ANY RELATED SALE,IS NULL AND VOID IF ALTERED IN ANY MANNER BY ANYONE OTHER THAN AUTHORIZED INDUCTIVE AUTOMATION PERSONNEL. THIS QUOTE IS VALID ONLY TO THE PARTY TO WHOM IT IS ISSUED AND IS NOT VALID AND MAY NOT BE TRANSFERRED TO ANY OTHER PARTY Inductive Automation Ph(800)266-7798 Fax(916)932-1194 Page 90 Blue Ravine Road Folsom,CA 95630 USA Int'I(916)456-1045 inductiveautomation.com 2 of 4 inductive Quote automation Fort Worth Quote #1234076 Quote valid:April 4, 2022-June 3, 2022 Payment Terms: Net 30 Bill To: Ship To: FORT WORTH Fort Worth Alex Pierce Alex Pierce 1500 11 TH AVE 1500 11 TH AVE FORT WORTH,TX 76102-4349 FORT WORTH,TX 76102-4349 US US Product Price Qty Total -SMS Notification Module -Voice Notification-English Female(Katherine) -Voice Notification Module -EAM -Web Services Module -Business Connector Module -Quickstart Program for Business Connector Module Ignition Custom Package 8.1 -Test Bench $9,525.00 1 $9,525.00 -Ignition Platform -OPC UA Server Module -Core Drivers -Perspective Module -Symbol Factory -Tag Historian -Reporting Module -Alarm Notification Module -EAM PriorityCare Support Plan: Fort Worth $47,070.00 1 $47,070.00 Term:Apr 04, 2022-Jul 03,2023 Includes 90 days of free Post-Sales Support PriorityCare is our premium support offering, providing unlimited phone, email,and web support at our highest priority level,as well as free software upgrades,free certification tests, and 15%discounts on training courses. Price $243,195.00 Subtotal $243,195.00 Sales Tax @ 0% $0.00 THIS QUOTE,AND ANY RELATED SALE,IS NULL AND VOID IF ALTERED IN ANY MANNER BY ANYONE OTHER THAN AUTHORIZED INDUCTIVE AUTOMATION PERSONNEL. THIS QUOTE IS VALID ONLY TO THE PARTY TO WHOM IT IS ISSUED AND IS NOT VALID AND MAY NOT BE TRANSFERRED TO ANY OTHER PARTY Inductive Automation Ph(800)266-7798 Fax(916)932-1194 Page 90 Blue Ravine Road Folsom,CA 95630 USA Int'I(916)456-1045 inductiveautomation.com 3 of 4 inductive Quote automation Fort Worth Quote #1234076 Quote valid:April 4, 2022-June 3, 2022 Payment Terms: Net 30 Total $243,195.00 USD Comments Notes The software is delivered electronically. This quote was generated on April 4,2022 Please send purchase order to: Your Account Manager, Vannessa Garcia 916-456-1045 x231 vannessa@inductiveautomation.com THANK YOU! THIS QUOTE,AND ANY RELATED SALE,IS NULL AND VOID IF ALTERED IN ANY MANNER BY ANYONE OTHER THAN AUTHORIZED INDUCTIVE AUTOMATION PERSONNEL. THIS QUOTE IS VALID ONLY TO THE PARTY TO WHOM IT IS ISSUED AND IS NOT VALID AND MAY NOT BE TRANSFERRED TO ANY OTHER PARTY Inductive Automation Ph(800)266-7798 Fax(916)932-1194 Page 90 Blue Ravine Road Folsom,CA 95630 USA Int'I(916)456-1045 inductiveautomation.com 4 of 4 Form Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Inductive Automation LLC 2 Business name/disregarded entity name,if different from above M 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to ro following seven boxes. certain entities,not individuals;see c- instructions on page 3): p ❑ Individual/sole proprietor or ElC Corporation ElS Corporation ElPartnership ElTrust/estate = single-member LLC Exempt payee code(if any) 0. 0 v ❑✓ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► P `p Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting N LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is de(if any) aanother LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that co v is disregarded from the owner should check the appropriate box for the tax classification of its owner. V ❑ Other(see instructions)► (Applies to accounts maintained outside the U.S.) N y5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) a 90 Blue Ravine Road 6 City,state,and ZIP code Folsom,CA 95630 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals,this is generally your social security number(SSN). However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later. For other entities,it is your employer identification number(EIN). If you do not have a number,see How to get a TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. IT47 - 2 1 6 5 5 1 5 Lou Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not reegquirled,to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of s/-� F/GK%f Here U.S.person Do- Date► 1/7/2022 General Instructions • Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise . Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments. For the latest information about developments . Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. • Form 1099-S(proceeds from real estate transactions) Purpose of Form • Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an • Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number . Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption .Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return. Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might • Form 1099-INT(interest earned or paid) be subject to backup withholding. See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) inductive automation Our Remittance Address Has Changed As of 1/15/22, our remittance address has changed. Please see the following options on how to remit your payment. Our preferred form of payment is ACH/Wire or Credit Card. Electronic Payments Wire Transfers: Automated Clearing House (ACH): ZB, N.A. dba California Bank&Trust ZB, N.A. dba California Bank&Trust ABA routing number(domestic): 121002042 ABA routing number: 121002042 Swift code (foreign): ZFNBUS55 Account number: 5790368079 Account number: 5790368079 Include your order number in the payment details field, and email remittance information to accounting@inductiveautomation.com Credit Card: Email accounting@inductiveautomation.com with the invoice number and email address of the payer.A link will be sent to the payer's email in order to pay online. Check Payments - Our New Remittance address is: Inductive Automation LLC 90 Blue Ravine Road Folsom, CA 95630 USA Inductive Automation Ph(800)266-7798 Fax(916)932-1194 Page 90 Blue Ravine Road Folsom,CA 95630 USA Int'I(916)456-1045 inductiveautomation.com 1 of 1