Ramboll US Corporation 7250 Redwood Blvd., Suite 105 Novato, CA 94945 Phone# (415) 899-0700 SOFTWARE LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement") is by and between each recipient, direct and indirect, of the CAMx computer software program ("Software") and Ramboll US Consulting, Inc. ("Ramboll"), a Virginia corporation having its principal place of business at 4350 North Fairfax Drive, Arlington, Virginia 22203. This Agreement is made effective as of the date ("Effective Date") that the Software is delivered to the Licensee either electronically (i.e., the Internet) or directly from Ramboll. 1. LICENSE A. License Grant. Ramboll grants Licensee a perpetual, nonexclusive license to use the CAMx computer software program, version 7.20. B. Scope. It is Ramboll's belief that any type of computer software used in regulatory settings should be publicly available at zero cost to all entities in the regulator/regulated communities. As such, Licensee may use the Software in any manner, provided that derivative works based in whole or in part on the Software computer code must be made publicly available at zero cost to all entities in the regulatory/regulated communities. If Licensee allows the Software to be accessed by a third party through the Internet or any other process, Licensee is required to transmit this Agreement along with the Software with a notice that use by the third party is conditioned upon agreement to be bound by the terms hereof. C. Ownership. This Agreement does not provide Licensee with any title or ownership interest in the Software, but only with a right of limited use in accordance with this Agreement. Licensee acknowledges that Ramboll owns all rights, title and interest in the Software, its accompanying User Manual (the "Manual"), and the intellectual property inherent therein, including all patent, copyright, trademark, trade secret, know-how, or other rights under U.S. or foreign law or international treaty regime. D. No Installation, Training, Support or Updates. This Agreement does not include any professional or consulting services in connection with Ramboll's provision of the Software. All training, assistance, installation and/or product support may be provided, at Ramboll's sole discretion, at Ramboll's rates and other terms and conditions agreed to in writing by the parties. Ramboll shall not provide support, consultation or other maintenance services for the Software. E. Material Terms. All terms and conditions of this Agreement are material terms of the license granted by this Agreement. 2. LICENSEE RIGHTS AND DUTIES A. Proprietary Notices. Licensee agrees to reproduce and include Ramboll's copyright, trademark, and other proprietary rights notices on any copy of the Software and Manual, including partial copies. If the Licensee quotes any portion of the Manual, Licensee shall accompany said quotation with a proper attribution to Ramboll as the author and copyright owner thereof. B. Installation. Licensee shall be responsible for proper installation of the Software, all site preparation, and the continuing performance and configuration of the operating environment. C. Software Modification. Licensee may modify the Software for its own purposes. Furthermore, Licensee may develop new computer code derived in whole or in part on the Software and may distribute the derivative work with the stipulation set forth in Section 1.B above. Licensee agrees to reproduce and include Ramboll's copyright, trademark, and other proprietary rights notices on any modified Software or Manual and or any derivative work. All of the terms and conditions in this Agreement applicable to the Software and/or the Manual shall also to apply to any modified or derivative version thereof. D. Compliance with Law. Licensee shall use the Software and Manual disclosed hereunder solely in accordance with applicable law, including without limitation: (i) all applicable data protection and privacy laws; and (ii) U.S. export control, anti-boycott, revenue, and other laws and regulations. 3. DISCLAIMER OF ALL WARRANTIES A. AS STATED ABOVE, RAMBOLL IS LICENSING THE SOFTWARE WITHOUT CHARGE. ACCORDINGLY, THE SOFTWARE IS BEING LICENSED "AS IS," WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. B. In furtherance and not in limitation of the foregoing, and notwithstanding anything to the contrary in this Agreement or in any other document, (i) Ramboll does not warrant the Software against defects or claims of infringement caused by: (1) modifications made to the Software or any portion of it by anyone other than Ramboll; (2) the combination, operation or use of the Software with any software or equipment that Ramboll has not directly provided to Licensee; (3) Licensee's failure to use any new or corrected versions of the Software made available by Ramboll; or (4) any derivative work that may contain all or part of the Software, and (ii) Ramboll does not warrant that the Software will be error-free or that its operation will be uninterrupted, and (iii) Licensee acknowledges that it is solely responsible for the results obtained from using the Software and that Ramboll does not warrant that the Software will meet Licensee's specific needs or requirements. 4. LIMITATION OF LIABILITY IN NO EVENT WILL RAMBOLL BE LIABLE TO LICENSEE OR ANY PERSON OR ENTITY FOR ANY LOSS WHATSOEVER WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION FOR ANY OF THE FOLLOWING: (i) LOSSES CAUSED BY LICENSEE'S AND/OR LICENSEE'S AFFILIATES' FAILURE TO PERFORM THEIR RESPONSIBILITIES; OR (ii) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ACCESS, USE OR PERFORMANCE OF THIS SOFTWARE, EVEN IF RAMBOLL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5. GENERAL A. Entire Agreement. This Agreement (including any Exhibits referred to herein and attached hereto) contains the entire agreement of the parties with respect to the Software and supersedes all prior agreements and representations, whether written or oral, with respect to the subject matter of this Agreement. Modification or amendment of this Agreement, or any part of this Agreement, may be made only by a written instrument executed by both Parties. B. Assignment. Neither this Agreement nor Licensee's obligations thereunder, shall be assigned or delegated by Licensee, by law or otherwise, without the prior express written consent by Ramboll. Any purported assignment or delegation in violation of this Section 5.B shall be null and void. Ramboll may, at its sole discretion, assign this Agreement, in whole or in part, to any third party. C. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia notwithstanding any Virginia choice of law rules that would apply the substantive law of any other jurisdiction or venue. Any disputes arising out of or relating to this Agreement shall be settled in the courts of the Commonwealth of Virginia, whose judgment may be enforced by any court having jurisdiction over the parties or their assets. The Licensee hereby irrevocably consents and waives all objections to the jurisdiction of such court on any grounds, including lack of personal jurisdiction, improper venue, and forum non conveniens. D. Severability. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, then such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall continue in effect as if the Agreement had been entered into without the invalid portion. E. Notice. All notices, requests and demands, other than routine communications under this Agreement, shall be in writing and shall be deemed to have been duly given when delivered, or when transmitted, to the designated representative of the other party: (i) by hand; (ii) by confirmed facsimile (with a copy provided by another means specified in this Subsection); (iii) one (1) business day after being given to a reputable national overnight courier with a reliable system for tracking delivery, or (iv) three (3) business days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid. F. Headings. The section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. By accepting delivery of the Software, either electronically or in any other fashion, Licensee acknowledges that it has read this Agreement, understands it and intends to be legally bound by this Agreement.