END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A BINDING AGREEMENT BETWEEN TWIN CITY FAN COMPANIES, LTD.
AND ITS SUBSIDIARIES AND AFFILIATES ("TCFC," "WE," "US" OR "OUR") AND YOU, THE INDIVIDUAL USER WHO REQUESTS TO
DOWNLOAD, ACCESS, OR USE, OR OTHERWISE DOWNLOADS, ACCESSES, OR USES THE SOFTWARE (AS DEFINED BELOW), AS
WELL AS THE BUSINESS OR ENTITY ON WHOSE BEHALF YOU ARE PERFORMING ANY OF THE FOREGOING ACTIONS
(COLLECTIVELY, “YOU,” AND SIMILAR TERMS). YOU WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT
ON BEHALF OF YOURSELF AND SUCH BUSINESS OR ENTITY.

IF YOU DO NOT WISH TO BE BOUND AND ABIDE BY THIS AGREEMENT, DO NOT CLICK “ACCEPT” OR OTHERWISE REGISTER
FOR, DOWNLOAD, ACCESS, OR USE THE SOFTWARE. BY CLICKING “ACCEPT,” OR OTHERWISE REGISTERING FOR,
DOWNLOADING, ACCESSING OR USING THE SOFTWARE, YOU ACCEPT AND AGREE TO THE TERMS OF THIS AGREEMENT
AND ARE BOUND HEREBY.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY, INCLUDING THE WARRANTY DISCLAIMER, LIMITATION OF
LIABILITY AND INDEMNIFICATION PROVISIONS BELOW. YOUR ACCESS AND USE OF THE SOFTWARE IS CONDITIONED ON
YOUR ACCEPTANCE AND COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS.
1.1. Specific Definitions. As used in this Agreement, the following definitions and terms shall have the designated
meanings:
1.1.1. “Documentation” means any Software installation manuals, guides, or similar materials provided in
connection with your use of the Software.
1.1.2. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or
otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret,
database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of
protection, in any part of the world.
1.1.3. “Products” means TCFC’s industrial and commercial air movement products.
1.1.4. “Services” means those sales and customer relationship services performed by TCFC, its employees, agents,
representatives, resellers, distributors and contractors.
1.1.5. “Software” means the TCFC Fan Selector computer software, which is available in downloadable object code
form or an online (SaaS) service. The term “Software” includes any corrections, bug fixes, updates, new
releases, or other modifications TCFC makes available. The term “Software” includes all information, data,
images, graphics, prices, or other material or information displayed, contained in, or offered by the Software
1.1.6. “Third-Party Components” means any third-party software components, including any graphics, works,
trademarks, or other third-party intellectual property, that may be incorporated into, embedded in, displayed,
or distributed with the Software.
1.1.7. “Users” means you and your employees or independent contractors that are authorized to access or use the
Software in connection with your internal business operations.

1.2. Other Terms. Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning
indicated in the text.

2. ELIGIBILITY.
2.1. Eligibility Requirements. The Software is offered and available to users who are 18 years of age or older located in
the United States or Canada. Download, access and use of the Software is intended for users located in the United
States or Canada, and TCFC does not intend to subject itself to any laws outside the United States by providing
you the Software. By downloading, accessing or using the Software, you represent and warrant that you are 18
years of age or older and otherwise meet all of the eligibility requirements contained herein. If you do not meet
all of these requirements, you must not request access to, or download, access or use the Software.
2.2. Account. If you choose, or are provided with, a username, password, or any other piece of information as part of
our security procedures, you must treat such information as confidential. You are responsible for maintaining the
security of your account and password. TCFC cannot and will not be liable for any loss or damage from your failure
to comply with this security obligation. You agree to notify us immediately of any unauthorized access to or use
 of your username or password or any other breach of security. From time to time, TCFC may find it necessary to
access your account. For instance, TCFC may access your account for support, maintenance or security-related
reasons. In such event, TCFC will, if possible, provide you notice of its intent to do so. Regardless of whether such
notice is provided, you acknowledge and consent to such access. We also have the right to disable any username,
password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have
violated any provision of this Agreement.

3. SOFTWARE LICENSE.
3.1. Grant of License. TCFC offers the Software the for the specific purpose of allowing customers or potential
customers to review its Products. Subject to your compliance with and in accordance with the terms of this
Agreement, TCFC grants you for the duration of the Term, a limited, non-exclusive, non-transferable, non-
sublicensable, worldwide license to (i) in the case of the object code version of the Software, download one copy
of the Software on one device owned, leased or controlled by you, or in the case of the online version of the
Software, access the Software via the website provided by TCFC; (ii) use the Software in accordance with the
Documentation for the purposes of accessing TCFC’s Product catalog, including possible Product customizations,
configurations, or designs, and (iii) use the Documentation solely in connection with such use of the Software. You
may only use the Software in the form provided to you and all use must be solely for your internal business use.
You may make a reasonable number of copies of the Documentation for training or installation purposes, provided
that you must reproduce all copyright and other proprietary notices in such copies. Any and all copies of the
Documentation will be the exclusive property of TCFC. This is the sole license granted to you with respect to the
Software; no other licenses are granted or implied by this Agreement. All rights not expressly granted to you are
reserved by TCFC.
3.2. Restrictions. Except as otherwise set forth herein, you may not directly or indirectly, or permit any third party to,
(i) use the Software except as permitted in this Agreement; (ii) develop or create any products or services which
are derived from or based upon the Software, or any of its codes, features, functions, algorithms, structures or
sequences, or derived from or based on any Third-Party Components, TCFC Confidential Information, or any
intermediate data output from the Software, including but not limited to data relating to the Products; (iii) make
copies of the Software, or relocate the Software; (iv) translate, modify, reverse engineer, decompile or
disassemble the Software or Documentation; (v) export, rent, lease, assign, enter any timeshare or subscription
service or operate the Software as a “service bureau” for the benefit of others; (vi) remove, obliterate, alter or
obscure the copyright and trademark notices and serial numbers that appear on or during the use of the Software
or Documentation; (vii) use the Software to perform research outside the context of a potential Product purchase,
(viii) use the Software or any information contained or presented by the Software for purposes of competitive
analysis of the Software, the development of a competing software product or service, or competing Product, or
any other purpose that is to TCFC’s commercial disadvantage.; (ix) disclose to any other party any part of or any
information relating to the Software, or permit access to the Software except by Users; or (x) use the Software in
any unlawful or fraudulent manner, including in violation of any applicable laws, rules or regulations or in violation
of any proprietary or intellectual property right of any person. These limitations will survive termination of this
Agreement for any reason and shall apply to any TCFC software that is the subject of, or part of, any prior
agreement(s) between the parties and/or their predecessors. Specifically, and without limiting the generality of
the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to
the Software and Documentation by Users or by any other person to whom you or a User may provide access to
or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this
Agreement.
3.3. Your obligations. You must use the Software solely in compliance with TCFC’s Documentation, including
documented operating instructions and protocols, and maintain compatible infrastructure, networks, and
computer platforms to utilize the Software as specified by TCFC in writing from time to time, including replacing
hardware or operating systems if such hardware or operating systems become obsolete. You must limit access
and use of the Software to trained Users with proper user credentials, and employ reasonable safeguards against
viruses, malware and other security threats on machines that have access to the Software. The Software may
contain technological copy protection or other security features designed to prevent unauthorized use of the
Software, including features to protect against any use of the Software that is prohibited under this Agreement.
You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any
workaround to, any such copy protection or security features.
4. SERVICES; PRODUCTS.
4.1. General. By requesting access to the Software and by downloading, accessing or using the Software, you consent to
TCFC providing the Services and agree that TCFC (including its resellers, distributors and authorized representatives)
may use your personal information to communicate with you regarding any inquiries, communications, requests for
quotations, or other request TCFC provide the Services, including through your use of the Software.
4.2. Products. Prices and availability of Products are subject to change without notice. TCFC strives for accuracy, to the extent
it controls, processes, or displays the Products, in all item descriptions, photographs images, compatibility references,
detailed specifications, pricing, links and any other product-related information contained herein or referenced in the
Software. Due to system, typographical, informational, technical, human and other error, TCFC cannot and does not
guarantee that all information, including descriptions, photographs images, compatibility references, detailed
specifications, pricing, links, availability and any other Product-related information listed is accurate, complete or
current, nor does TCFC assume responsibility for these errors. TCFC reserves the right at any time and without notice to
update product information and to correct or remove product-related errors, inaccuracies, or omissions. TCFC shall at
its sole discretion have the right at any time to refuse or cancel any order for a Product whose listing in the Software
contained erroneous information, including but not limited to incorrect pricing. TCFC is not responsible for changes or
variations in product specifications or physical appearance. Unfortunately, there are varying determinates which,
although infrequent, could cause the information in the Software to become outdated without our immediate
knowledge. This includes but is not limited to new versions or revisions, color deviations, retail package alterations and
other variations. TCFC will not be held responsible for Product revision changes.

5. DELIVERY; HARDWARE; THIRD-PARTY COMPONENTS.

5.1. Delivery. The Software may be delivered in a format that allows you to download and install the Software on your
personal device, or the Software may be delivered to you in an online, software-as-a-service format. You are
responsible for complying with all directions, installation requirements, system requirements and other
installation information provided to you in connection with the Software, including as part of the Documentation.
5.2. Hardware. TCFC is not responsible for providing any hardware or firmware to you in connection with the Software.
It is your responsibility to obtain and configure any hardware or firmware required to execute the Software.
5.3. Third-Party Components. The Third-Party Components may be provided to you under license terms that are in
addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). You are bound by
and shall comply with all Third-Party Licenses that are presented to you whether through a hyperlink or any list of
materials supplied with the Software. Any breach by you or any of your Users of any Third-Party License also
constitutes a breach of this Agreement.
5.4. Maintenance. TCFC is under no obligation to maintain or support the Software or provide you any technical
support. The Software is offered as a free service to assist with your inquiry and purchase of the Products. TCFC
reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the
Software or Services (or any part thereof) with or without notice. TCFC may from time to time in its sole discretion
develop and provide software updates, which may include upgrades, bug fixes, patches and other error corrections
and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or
delete in their entirety certain features and functionality. You agree that we have no obligation to provide any
Updates or to continue to provide or enable any particular features or functionality. TCFC makes no commitment
regarding the availability of the Software and the availability of the Software is subject to change in TCFC’s sole
discretion.

6. PROPRIETARY RIGHTS. As between TCFC and you, you acknowledge and agree that TCFC owns all right, title and interest,
including all Intellectual Property Rights, in and to the Software and Documentation, and, with respect to Third-Party
Components, the applicable third-party owns all right, title and interest, including all Intellectual Property Rights, in and
to the Third-Party Components. TCFC names and logos and all related product and service names, design marks and
slogans are the trademarks or service marks of TCFC. All rights reserved. You are not authorized to use any TCFC name
or mark in any advertisement, publicity or in any other commercial manner without prior written consent of TCFC. All
other trademarks, trade dress, images, photographs and other works appearing in connection with the Software are the
property of their respective owners. The entire contents and design of the Software and Documentation are protected
by U.S. and international copyright law. All rights regarding the Software, Documentation and materials contained in the
foregoing are either owned by TCFC, are licensed to it, or are used with permission. TCFC and its licensors, vendors or
other service providers retain and reserve all proprietary rights to the contents of the Software, Documentation and
related materials.
7. CONFIDENTIAL INFORMATION; DATA.
7.1. Confidential Information. In the course of performing under this Agreement, you may receive, be exposed to or
acquire confidential and/or proprietary information of TCFC (“Confidential Information”). The Software,
Documentation, all information about the Products and terms of this Agreement are deemed Confidential
Information of TCFC. You agree to take reasonable steps to protect the TCFC’s Confidential Information, including
not disclosing it to third parties except as otherwise permitted by this Agreement or using TCFC’s Confidential
Information for any purpose other than as authorized by this Agreement. You will not be obligated to keep
confidential any information of TCFC that is or becomes publicly available without breach of this Agreement, is
already known or is independently developed by you outside the scope of this Agreement or is rightfully obtained
by you from a third party with no obligation to TCFC.
7.2. Personal Information. You agree all information, including any personally identifiable information, you provide in
connection with registering for, or downloading, accessing, or using the Software, or that you otherwise submit
to TCFC in connection with the Software or Services, is governed by the Fan Selector Privacy Policy, which can be
accessed here, and may be additionally presented at the time you request to download, access and use the
Software. You consent to all actions TCFC takes with respect to your information consistent with the Fan Selector
Privacy Policy, which is incorporated herein by reference. Where it is reasonable to do so, or permitted by law,
TCFC may rely on implied consent.
7.3. Usage Data. You agree TCFC may collect, use and disclose data derived from your registration, download, access
or use of the Software or Services for any lawful purpose, provided such data is aggregated or de-identified in a
way that the data cannot reasonably identify, relate to, describe, be capable of being associated with, or be linked,
directly or indirectly, to you (collectively, “Usage Data”). TCFC solely and exclusively owns all rights to such Usage
Data.
7.4. Feedback. You have no obligation to provide TCFC with ideas, suggestions, or proposals (“Feedback”). However, if
you submit Feedback to TCFC, then you grant TCFC a non-exclusive, worldwide, royalty-free license that is sub-
licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display,
distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty or restriction
based on Intellectual Property Rights or otherwise.

8. TERM AND TERMINATION.

8.1. Term. The term of this Agreement (the “Term”) will commence on the date you first click to “Accept” these terms,
or otherwise first download, access, or use the Software, and, unless earlier terminated as provided below, will
continue for a period of one (1) year. Thereafter, this Agreement shall automatically renew for consecutive one
(1) year renewal terms (each renewal period is included in any reference to “Term”).
8.2. Termination. TCFC may terminate this Agreement at any time in its sole discretion. TCFC has the right to suspend
or terminate your account and refuse any and all current or future use of the Software or Services, or any other
TCFC service, for any reason at any time. You also acknowledge and agree the Software, in the case of an installable
version, may contain backdoors, time bombs, or other technological features that allow TCFC to enforce its rights
to terminate your use of the Software. TCFC may block, limit or terminate your access to the Software for any
reason, including if: (i) you violate this Agreement; (ii) you violate any applicable law or regulation relating to your
use of the Software; (iii) you engage in any conduct which TCFC, in TCFC’s sole discretion, believes is offensive,
harmful, defamatory or otherwise harmful to TCFC or others; or (iv) you breach any other agreement with TCFC.
Termination may result in the deletion of your account, your data, your access to the Software, and your forfeiture
of any information held by TCFC. TCFC reserve the right to refuse service to anyone for any reason at any time.
8.3. Consequences of Termination. Upon termination of this Agreement, all licenses and rights granted by TCFC under
this Agreement will immediately terminate. You agree to immediately remove or return all copies of the Software
and Documentation and delete the Software and Documentation from any computer system or device, including
any User computer system or device.

9. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED "AS IS" AND TCFC HEREBY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TCFC SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES
ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TCFC MAKES NO WARRANTY OF ANY KIND THAT THE
SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOURS OR ANY OTHER PERSON'S
REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH
ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR
ERROR FREE. Transmission of information via the internet is not completely secure. We cannot guarantee the security of
 your personal information transmitted via the Software or Services, our website or any mobile application. Any
transmission of personal information is at your own risk. You acknowledge and agree that we are not responsible for
circumvention of any privacy settings or security measures contained in the Software, our website or any mobile
application.

10. LIMITATION OF LIABILITY. IN NO EVENT WILL TCFC BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT
UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED,
OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES,
OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR
RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR
SERVICES, IN EACH CASE REGARDLESS OF WHETHER TCFC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR
DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL TCFC’S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE EXCEED ONE-HUNDRED U.S.
DOLLARS ($100).

11. INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD TCFC, ITS AFFILIATE ENTITIES, AND ALL OF THEIR
OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND SERVICE PROVIDERS, HARMLESS FROM AND AGAINST
ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING FROM OR RELATED TO:
(i) YOUR DOWNLOAD, ACCESS, OR USE OF THE SOFTWARE, (ii) YOUR BREACH OF THIS AGREEMENT, OR (iii) YOUR
VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION.

12. EXPORT CONTROL/GOVERNMENT USERS. The Software and Documentation may be subject to US export control laws,
including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-
export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any
jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply
with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any
necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise
making the Software or Documentation available outside the US. The Software is commercial computer software, as such
term is defined in 48 C.F.R. §2.101. Accordingly, if you are the US Government or any contractor therefor, you shall
receive only those rights with respect to the Software and Documentation as are granted to all other end users under
license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of
Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their
contractors.

13. GENERAL.
13.1. Governing Law/Venue. This Agreement is governed by and construed in accordance with the internal laws of the
State of Minnesota without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or
proceeding arising out of or related to this Agreement, the Software, or the Service shall be instituted exclusively
in the federal courts of the United States or the courts of the State of Minnesota in each case located in Hennepin
County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in
such courts.
13.2. Scope of Agreement; Conflicting Terms. The Software provided by TCFC will be governed solely by the terms of
this Agreement. No invoice, order or other similar form may vary the terms of this Agreement. Any term thereof
that is inconsistent with or additional to the terms of this Agreement will not be binding on TCFC, and neither
TCFC’s delivery of Software, nor any other action, except the delivery of written acceptance by a duly authorized
officer of TCFC, will constitute acceptance of such terms.
13.3. Binding Effect. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their
respective successors and assigns, subject to the limitations provided herein. You may not assign or transfer this
Agreement, in whole or in part, without the prior written consent of TCFC, except that you may assign this
Agreement without such consent upon written notice to TCFC in connection with a merger, acquisition, corporate
reorganization or sale of all or substantially all of its assets, unless such transaction would result in an assignment
to an entity reasonably deemed to be a direct competitor of TCFC.
13.4. Waivers; Etc. The failure of either party to enforce or exercise, at any time or for any period of time, any term of
or any right under this Agreement does not constitute, and will not be construed as, a waiver of such term or right
 and will not affect that party’s right later to enforce or exercise it. No modification, amendment or waiver of any
of the provisions of this Agreement will be binding upon TCFC unless it is in writing and is executed by TCFC.
13.5. Injunctive Relief. A breach of any of the promises of agreements contained herein will result in irreparable and
continuing damage for which there will be no adequate remedy at law, and the aggrieved Party will be entitled to
injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including
monetary damages, if appropriate).
13.6. Severability. In the event any provision contained in this Agreement is held invalid, void or unenforceable, such
provision will not affect any other provision and the remainder of this Agreement will continue in full force and
effect.
13.7. Entire Agreement. This Agreement is the complete and exclusive statement of the agreement of the parties
regarding the subject matter hereof, and supersedes all proposals or prior or contemporaneous agreements, oral
or written, and all other communications between the parties relating to the subject matter hereof. Any term that
is inconsistent with or additional to the terms of this Agreement will not be binding on TCFC, and neither TCFC’s
delivery of Software, nor any other action, except the delivery of written acceptance by a duly authorized officer
of TCFC, will constitute acceptance of such terms. Any changes to this Agreement shall not be valid unless it is in
writing and signed by a duly authorized officer of each party.
13.8. Survival. The provisions of this Agreement which by their nature extend beyond the termination hereof will
survive and remain in effect until all obligations are satisfied.
13.9. Notices. Any notice required or permitted to be given hereunder shall, except where specifically provided other-
wise, be given in writing by personal delivery, certified mail, electronic mail, fax, or overnight delivery; provided
that TCFC may deliver notice to you at any email address you provide when registering to download, access, or
use the Software.
13.10. Force Majeure. Except for obligations relating to fees payable under this Agreement, neither party will have the
right to claim damages or to terminate this Agreement as a result of the other party’s failure or delay in
performance due to circumstances beyond its reasonable control, including but not limited to labor disputes, acts
of terrorism, strikes, lockouts, war, riot, insurrection, epidemics, acts of God, governmental action not the fault of
the nonperforming party, or shortages of or inability to obtain labor, energy, components, raw materials, or
supplies, provided that if such condition continues for ninety (90) days, the party whose performance is not
delayed by such condition may terminate this Agreement.

Last Updated: December 20, 2021