End User Licence Agreement

v.1.2

Licence

1. Under this End User Licence Agreement (the "Agreement"), Opsun Systems inc. (the "Vendor") grants to the user (the "Licensee") a non-exclusive and non-transferable licence (the "Licence") to use Opsunizer (the "Software").

2. "Software" includes the executable computer programs and any related printed, electronic and online documentation and any other files that may accompany the product.

3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a licence for use only and is not in any way a transfer of ownership rights to the Software.

4. This Agreement grants a site licence to the Licensee. The Software may be accessed from any device by the Licensee.

5. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

6. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

7. Failure to comply with any of the terms under the Licence section will be considered a material breach of this Agreement.

Limited Free License

8. Once Licensee creates an account on the Software, a “Limited License” to access the Software with some limited functions will be made available free of charges (hereafter the “Limited License”), and such shall constitute the entire licence fee and is the full consideration for this Agreement. Limited functions may include the rights to create up to 3 projects and run up to 3 simultaneous simulations per project.

The Vendor reserves all rights to modify the cost and associated scope of the services provided by the Limited License of the Software. Namely, but not limited to, changing the number of simultaneous accounts a corporation is allowed to have at the same time, changing the number of projects and simulations the Licensee may run, or changing the functions accessible to the Licensee for free and adding paying function, and/or making available free functions paying in a future update, and increasing the cost thereof.

Limited Full License

9. Once Vendor and Licensee agree to a price for a “Full License”, and Licensee pays such price, such payment shall constitute the entire licence fee and is the full consideration for this Agreement. Licensee paying for a Full License shall then be given access to make an unlimited number of projects and an unlimited number of simulations by project (hereafter the “Full License”).

10. Once Licensee obtains a Full License, he or she may be able to see Opsun Budget Pricing for the products associated with the design in the Software. Such Budget pricing shall not constitute an offer to contract or a binding price for the Opsun products and/or services. All racking Budget Pricing from Vendor are given as an indication, for budgeting purposes only and may be modified as needed by vendor to make a formal offer (quote) to Licensee, when requested. All prices exclude all design services, engineering, P.Eng. stamping costs, plans and all other service costs.

11. Even with a paid Full License as above, Vendor reserves all rights to modify the cost and associated scope of the services provided by the Software. Namely, but not limited to, changing the functions accessible to the Licensee for free and adding paying function, and/or making available free functions paying in a future update, and increasing the cost thereof.

Limitation of Liability

12. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

Moreover, the Vendor represents that all numbers provided by the Software are guidance numbers, provided for general comparison purposes and that all numbers are provided “as is”, and shall not in any way be used and relied upon by Licensee to make final design, engineering and or financial decisions. Licensee is responsible to find third party sources to verify the information provided by the Software, or to use the numbers provided by the Software at his or her own risks and perils.

Racking Budget Pricing is for comparison purpose only, and does not constitute a binding offer to contract at that price by Vendor.

By using the Software, the Licensee agrees to take all risks associated with the use of the Software, and waves any rights to any legal action against Vendor for any liability in relation with the information provided by the Software, namely any actions seeking to force Vendor to sell the Opsun products at the price listed on the Software for any reason.

13. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee. More specifically, all numbers and power production estimates given by the Software are based on best publicly available sources, and Vendor makes no representation as to their accuracy or usefulness.

14. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.

Agreement to Receive Sales Related Communication

15. By creating an account with the Software, Licensee agrees to receive professional communication by Vendor regarding the sales of solar panels structures and associated services, by means such as, but not limited to, phone call, email, letters, or any other similar communication via any technology platform. Vendor will seek to discuss, and offer to sell, solar panels racking structures to all Licensee using the Software. Should Licensee not wish to receive any communication from Vendor, he or she shall stop using the Software immediately.

Confidentiality

16. Vendor declares that all information provided by Licensee via the Software will be detained and treated by Vendor as confidential (“Confidential Information”), and given the same level of care as Vendor’s own Confidential Information. Such Confidential Information will only be used by Vendor for internal purposes, in relation with the services offered by Vendor, such as design, engineering and manufacturing of solar panels structures. Vendor may only share the Confidential Information to its partners and affiliates, as long as such third party is also under a confidentiality agreement with Vendor.

Warrants and Representations

17. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the licence to use this Software is not in violation of any other agreement, copyright or applicable statute.

Acceptance

18. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on registration of an account with the Software by Licensee.

Term

19. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

20. This Agreement will be terminated and the Licence forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. License will also be terminated if Licensee fails to pay any agreed upon price. On termination of this Agreement for any reason, the Licensee will promptly close it’s account with the Software and stop its use.

Force Majeure

21. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

Governing Law

22. The Parties to this Agreement submit to the jurisdiction of the courts of the Province of Quebec for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Province of Quebec.

Miscellaneous

23. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

24. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.

25. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

26. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

27. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

28. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.

Notices

29. All notices to the Vendor under this Agreement are to be provided at the following address:

Opsun Systems inc.: 979, Avenue De Bourgogne, #260, Quebec (Qc), G1W2L4