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SYSTEM ACCESS AND USE AGREEMENT

Important: Please read through these Terms and Conditions carefully.  You must read and agree to these terms before accessing the AVO Diagnostic Services Client Portal AIM 2.0. By accessing our client portal you are deemed to have entered into an agreement with AVO Diagnostic Services. and have agreed to be bound by the Terms set out below. If you do not agree to be bound by these terms and conditions, you may not use or access our client portal.

Definitions: 'Terms' means these terms and conditions; 'You/your' means user, visitor, registered user, and/or subscriber to AVO Diagnostic Services. Client Portal and any confidential or other subscription content we offer or may offer in the future. 'We/us/our' means AVO Diagnostic Services., a Delaware corporation with a place of business at One Gordon Mills Way, P.O. Box 799, St. Johnsbury, Vermont 05819. 'System' means the AVO Diagnostic Services. Client Portal AIM 2.0.

Background: AVO Diagnostic Services operates an internet accessible Client Portal ('System') that is useful in addressing the analytical testing and engineering requirements of the electric power industry.  Customer desires the right to access and use the System.

Agreement: For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1.Access: We will provide you with access to our System in accordance with these conditions. You should note that your ability to access the System and/or receive the content may vary depending on whether or not you, or a registered body on your behalf, are paying the subscription fees. If you wish to have access to the subscription content made available within restricted areas of the System, you will be required to register with us and pay the subscription fees (or have the subscription fees paid on your behalf). If you do not wish to pay the subscription fees, your access to the System may be restricted.  We may, at our discretion, provide free trials of particular content and allow complimentary access to certain parties.

2.Features and Functions: AVO Diagnostic Services reserves the right to modify the features or functions available through the System, and to add or remove specific features or functions, from time to time.  You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the System via the Internet, and all related charges.

3.Rights in System: You have access and use of the System.  You have no ownership interest in the System.  The System, and all aspects of it (e.g., the software that generates and implements the System, and all content within the System, other than the Customer Data, as defined below) is AVO Diagnostic Services proprietary information.  You will not access or use the System for any purpose other than as specified in this Agreement.  AVO Diagnostic Services may cancel or limit your access to any portion of the System that: (a) becomes the subject of a claim by a third party asserting an ownership or license right in that portion of the System; (b) depends on an agreement between AVO Diagnostic Services and another party and AVO Diagnostic Services's right to provide that portion of the System pursuant to that agreement is terminated, breached, or modified; or (c) becomes illegal or contrary to any applicable law.

4.System Content: No portion of the content within the System may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way.  Customer may download and print such content, but only for its internal business use in connection with its use of the System.  In all circumstances, however, Customer agrees to:  (a) keep intact all copyright and other proprietary notices on the content; (b) make no modifications to the content; and (c) not download quantities of content to a database server, or other computer that can be used to avoid future use of and/or downloads from the System.

5.System Use: Customer will not introduce to the System any virus or other computer programming routine that may damage the System or interfere with its use.

6.Account Information: Customer must register with AVO Diagnostic Services to use the System.  As part of the registration process, Customer employees will be enabled to access and use the System.  Each of those employees will select a user identification and password.  Customer is responsible for maintaining the confidentiality of each user identification and password (i.e., ensuring that a user identification and password are only used by the person to whom they have been assigned).

7.Customer Data: 'Customer Data' consists of: (a) any equipment related or other information that Customer inputs to the System; and (b) any Customer test data that AVO Diagnostic Services inputs to the System.  AVO Diagnostic Services agrees to treat the Customer Data as the confidential information of Customer, and to only use such information to provide services to Customer and to identify trends or tendencies to help AVO Diagnostic Services more precisely calibrate its diagnostic tools and more accurately interpret test results.  In addition, AVO Diagnostic Services will not disclose Customer Data, except: (a) to Customer; (b) as required by law; (c) in response to a subpoena or court order (but only if AVO Diagnostic Services first notifies Customer and affords Customer a reasonable opportunity to obtain a protective order to prohibit or restrict the disclosure); (d) to legal counsel; or (e) to enforce rights under this Agreement.

8.Exclusion of Warranties: The System is provided on an 'AS IS' BASIS.  TO THE FULLEST EXTENT PERMITTED BY LAW, AVO Diagnostic Services, ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THOSE FOR MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WHICH ARE EXPRESSLY EXCLUDED, WITH RESPECT TO CUSTOMER'S USE OF THE SYSTEM OR ANY OTHER MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.Limitations of Liability: THE TOTAL, CUMULATIVE LIABILITY OF AVO Diagnostic Services, ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE GREATER OF THE SUM OF THE TOTAL AMOUNTS PAID BY CUSTOMER TO AVO Diagnostic Services UNDER THIS AGREEMENT OR FIVE THOUSAND DOLLARS ($5,000).  THIS LIMITATION WILL APPLY, REGARDLESS OF WHETHER A CLAIM OR ACTION SOUNDS IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY. IN NO EVENT WILL AVO Diagnostic Services, ITS LICENSORS OR SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR SIMILAR DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF AVO Diagnostic Services HAS BEEN ADVISED OF OR IS AWARE OF THE LIKELIHOOD OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF OPPORTUNITY, LOSS OF PROFITS, OR COSTS OF RECOVERY).  IN NO EVENT WILL AVO Diagnostic Services, ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY CLAIM BY CUSTOMER BASED ON ANY THIRD PARTY CLAIM. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.  SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY IN SUCH REGARD.

10.Service Limitations: AVO Diagnostic Services does not offer or guarantee continuous, uninterrupted or secure access to the System, and operation of the System may be interfered with for numerous reasons, including scheduled maintenance and factors outside of AVO's control.

11.Term and Termination: Paid Subscriptions commence on the Effective Date and expire twelve (12) months later, unless extended by mutual written agreement of the parties.  Complimentary subscriptions may be terminated at will by AVO Diagnostic Services. Either party may terminate this Agreement if the other breaches any material obligation and fails to cure that breach within thirty (30) days after receiving written notice identifying the breach.  All rights and access granted by AVO Diagnostic Services will end immediately on the expiration or any termination of this Agreement, and at that time, AVO Diagnostic Services will delete all Customer Data resident within the System. Customer will have no further right to access or use the System, and Customer will promptly pay all amounts owing to AVO Diagnostic Services (if any).

12.Survival: Expiration or termination will not relieve either party of any liability or obligation incurred before expiration or termination.  Any term or condition of this Agreement which by its nature extends beyond the expiration or termination of this Agreement will remain in effect until fulfilled and will bind the parties and their successors and permitted assigns.  No actions, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen.

13.Miscellaneous: This Agreement: (a) will be governed exclusively under the laws of Vermont applicable to contracts made, accepted, and performed wholly within Vermont, without application of principles of conflicts of laws; (b) constitutes the entire agreement of the parties with respect to its subject matter, superseding all prior oral and written agreements between the parties in such respect; (c) may be amended or modified, and any right under this Agreement may be waived, only by a writing signed by an authorized representative of each of the parties; (d) contains headings only for convenience, which headings do not form part, and will not be used in the construction, of this Agreement; (e) is not intended to inure to the benefit of any third-party beneficiaries; (f) may be enforced only in courts located within Vermont and the parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses; and (g) may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

The parties are independent contractors.  Nothing in this Agreement creates any agency, partnership or employer-employee relationship between the parties.

Any notice required or permitted by this Agreement will be in writing and will be sent by prepaid registered or certified mail, return receipt requested, to the appropriate address set forth above, or to such other address for which the relevant party gives appropriate notice.  Notice will be deemed given when delivered or, if delivery is not accomplished by some fault of the addressee, when sent.

Neither party may assign this Agreement or assign any rights or delegate any duties under this Agreement, without the prior written consent of the other party; provided, however, that a party may, without the other party's consent, assign this Agreement and/or assign any rights or delegate any duties to any entity that acquires all or substantially all of the business or assets of the party, whether by way of merger, acquisition of stock or assets, operation of law, or the like.  Any assignment or delegation in contravention of the foregoing will be void and without effect.  All terms and provisions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the respective successors and permitted assigns of the parties.

Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement will not be affected and will continue in effect and the invalid provision will be deemed modified to the least degree necessary to remedy such invalidity.
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