1. GENERAL. 1.1 "Customer" shall mean the entity that has purchased Products and Data Services from Panoramic or an authorized reseller.

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1 TERMS AND CONDITIONS OF PANORAMIC POWER LTD. POWER RADAR SOFTWARE SERVICE 1. GENERAL These Terms and Conditions state the terms and conditions for the provision of Data Services relating to the Panoramic Products which are accessed remotely by Customer over the Internet or by other means made available by Panoramic in its sole discretion. These Terms and Conditions do not cover the supply or other terms relating to Products, which shall be agreed to under separate documents. THESE TERMS AND CONDITIONS ARE AN ELECTRONIC AGREEMENT AND CONSTITUTE A LEGALLY BINDING CONTRACT. BY USING THE DATA SERVICE, YOU CONSENT TO ENTER INTO THIS AGREEMENT, ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT AND REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO CONSENT TO SUCH TERMS ON BEHALF OF YOUR EMPLOYER. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE DATA SERVICES. You may not access the Data Services if You are a direct competitor, except with Panoramic s prior written consent. In addition, you may not access the Data Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. DEFINITIONS 1.1 "Customer" shall mean the entity that has purchased Products and Data Services from Panoramic or an authorized reseller. 1.2 "Customer Marks" means trademarks, trade names, service marks or other branding elements supplied by Customer for use in connection with Data Services where Panoramic supplies a Customerbranded version of Data Services. 1.3 Data Services means the online functionality of Panoramic s Products as accessed through the Panoramic hosted servers by the means of the service user interface or designated application programmable interface (API). 1.4 "Marks" all trademarks, trade names and service marks, design elements, trade dress and the look and feel used with or associated with Data Services. 1.5 Panoramic means Panoramic Power Ltd. 1.6 Panoramic Technology means Panoramic s proprietary technology, including the Products, Data Services Software, Data Services, software tools, hardware designs, firmware, algorithms, user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property or proprietary rights throughout the world (whether owned by Panoramic or licensed to Panoramic from a third party) and also including any derivatives, improvements, enhancements or extensions of Panoramic Technology conceived, reduced to practice, or developed during the term of these Terms and Conditions. 1.7 "Products" means Panoramic's energy monitoring and management hardware; purchased by Customer. 1.8 Data Services Software means the software used by Panoramic to provide Data Services.

2 1.9 Usage Data means, collectively, raw data relating exclusively to Customers' electric power consumption on a circuit level as measured by means of Products, together with any notifications or reports provided by Panoramic to Customer in the course of providing Data Services, all solely where presented in a manner that identifies Customer identity "You" or "Your" means the Customer for which you are accepting this Agreement. 2. PRODUCT, TERM 2.1 Products and Data Services. A valid contract for Data Services purchased from Panoramic or its authorized reseller is required for Customer's use of the Products. Customer will not be able to access data generated by Products unless such a contract is in place. In the event the engagement between Panoramic and its reseller has terminated or expired you will retain your rights to use Products in your possession, access Data Services, and receive support, each for the remaining term of your then-active Data Services contract, which term shall not exceed 12 months from the date of such termination or expiration (the "Existing Customer Contract"), all on the terms and subject to the conditions applicable thereto (including, without limitation, Panoramic's receipt of payments thereunder); unless you enter into a new agreement with Panoramic or another authorized reseller of Panoramic for the extension of such period. In the event of such termination or expiration, Panoramic or its other authorized reseller will have the right to access and manage your Data Services account, and Panoramic or its other authorized will have the right to assume your Existing Customer Contract and to retain payments from you directly. 2.2 Term Commencement. Subject to Customer's meeting payment obligation, the term for the Data Services will commence on the date the Product sensors are activated and will extend for a period of one (1) year following such date subject to Customer s meeting payment obligations and other obligations, provided that where Customer has purchased a longer Data Services contract, the initial term of the Data Services shall be the term so purchased. 2.3 Renewal Term(s). Subject to Customer's meeting payment obligations, the Data Service will continue automatically for additional terms equal to the Initial Term ( Renewal Term ) unless Customer notifies Panoramic's authorized reseller which has supplied Products in writing at least thirty (30) days prior to the end of the Initial Term or a Renewal Term, as applicable, that it has elected to terminate such Data Services, unless set forth otherwise in the Order Form. 3. INTELLECTUAL PROPERTY OWNERSHIP 3.1 Intellectual Property Ownership Except for the limited use rights expressly granted herein, these Terms and Conditions do not transfer from Panoramic to Customer any Panoramic Technology, and all right, title and interest in and to Panoramic Technology, will remain solely with Panoramic. Panoramic's Technology, including, without limitation, its products and services, are protected by patents pending as well as, when applicable, copyrights. Customer may not directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets relating to Panoramic Technology. There are no implied licenses under these Terms and Conditions, and any rights not expressly granted to Customer hereunder are reserved by Panoramic. (c) Panoramic Power and Power Radar TM are trademarks of Panoramic. With the exception of Customer Marks, Marks are the sole and exclusive property of Panoramic. Customer will not at any time do or permit any act to be done which may in any way impair Panoramic's rights in the Marks. All other trademarks are the property of their respective owners.

3 3.2 Usage Data, Analytics Customer retains all right, title and interest in and to the Usage Data. Panoramic will use Usage Data itself or through third party service providers to perform under these Terms and Conditions and to improve the Data Services, and Panoramic may transfer Usage Data to entities in the same and other jurisdictions in connection with such efforts. The then-current terms of any Panoramic Privacy Policy shall apply. Except as expressly set forth in these Terms and Conditions, Panoramic will not sell, rent, share, or disclose Usage Data to third parties in a form that indicates the identity of Customer without Customer s prior consent. Subject to the foregoing, Panoramic shall have the unrestricted right to use Usage Data solely for internal business purposes (without limitation, for improving the Products and Data Services) without notice or other obligation to reseller or Customer. (c) Panoramic shall use reasonable commercial efforts to meet the following data retention targets during the Data Services Term: (i) (ii) (iii) (iv) (v) for a period of six (6) months following generation of such Usage Data, have such Usage Data available accessible at the maximum data resolution of 1 data point / 5 minutes. And for one (1) year following generation of such Usage Data: data saved at a resolution of 1 data point / 1 hour. And for five (5) years following generation of such Usage Data: data saved at a resolution of 1 data point / 12 hour. For Usage data older than five (5) years from its generation: data is archived offline. Offline data can be provided to Customer upon specific request for additional fee. In case of service discontinuity, offline data available for download by the Customer for a period of 2 years after service is stopped, but additional fees may apply. (d) Panoramic shall have the unrestricted right to generate averaged data, aggregated data, benchmarks, comparisons or recommendations using Usage Data, and to generate other calculations, derivatives, using, containing or referencing Usage Data, and aggregate Usage Data with or without data relating to third parties (all of the foregoing and the product of such activities referred to collectively herein as Analytic Data ). All right, title and interest in Analytic Data shall be held solely by Panoramic. Panoramic shall have the unrestricted right to use, exploit, transfer, lease, sell or otherwise commercialize Analytic Data for any and all purposes without notice or obligation to Customer, provided that Analytic Data does not indicate the identity of Customer. Customer shall not have a right to consideration or any other right arising from the creation or exploitation of Analytic Data. 4. PANORAMIC DUTIES AND RESPONSIBILITIES 4.1 Panoramic Services. Subject to Customer's compliance with these Terms and Conditions and payment of all amounts due to Panoramic or its reseller in connection with Data Services, Panoramic agrees to use commercially reasonable efforts to provide the Data Services in accordance with these terms and Conditions.

4 4.2 Warranty Panoramic shall use reasonable commercial efforts consistent with prevailing industry standards to minimize errors and interruptions in the Data Services during the Data Services term, provided that: (i) Products are installed and Data Services and Products are used, each strictly in accordance with the applicable documentation and these Terms and Conditions (including, without limitation, use of Products in the unmodified form in which they are received from Panoramic or its reseller); (ii) Timely payment of all amounts due in respect of Data Services; and (iii) Customer is not in default of any provision of these Terms and Conditions or the terms of any other commitment relating to Data Services to which Customer is bound, and (iv) Data Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of other causes beyond Panoramic's reasonable control. Panoramic will not be liable as a result of these temporary Data Service interruptions. No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE DATA SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE DATA SERVICES IS AT ITS OWN RISK. PANORAMIC DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PANORAMIC DOES NOT WARRANT THAT THE DATA SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. IN THE EVENT OF ANY BREACH OF THE WARRANTIES UNDER THIS SECTION 4, CUSTOMER S SOLE REMEDY IS TERMINATION PURSUANT TO SECTION 8 OF THESE TERMS AND CONDITIONS. 4.3 Disclaimer. Under no circumstances shall Panoramic be liable, either in contract, tort, warranty, strict liability, negligence or under any statute, regulation or any other theory for: (i) unauthorized access, alteration, theft, corruption, loss, or destruction of or to Customer s or its end user s files, databases, or network; (ii) the content of the information sent to or received from the server serving the Data Services; or (iii) the downtime or lack of performance quality with respect to the ISP providing connectivity or any third party software used to provide remote access. Customer acknowledges that use of Data Services is at Customers' own risk, and that when using the Data Services, information will be transmitted over a medium which is beyond the control and jurisdiction of Panoramic. Panoramic shall have no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with Data Services. Panoramic makes no warranties, or representations as to the accuracy, correctness, reliability or otherwise with respect to such information, and assumes no liability or responsibility of any kind for omissions or errors. In no event shall Panoramic be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Data Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not Panoramic is advised of the possibility of such damages. In the event that Data Services are disrupted, Panoramic will make reasonable efforts to notify Customers at the address Panoramic maintains as its primary contact address directly or indirectly via the reseller supporting the Data Services. However, in the event of a natural or technological disaster, malfunction or other disruption of the Data Services, Panoramic may not have the ability to notify Customers of the outage or disruption.

5 5. CUSTOMER DUTIES AND RESPONSIBILITIES. 5.1 Warranties of Customer General. Customer represents and warrants that the performance of its obligations and use of the Data Services (by Customer and its users) will not violate any applicable laws or regulations or cause a breach of any obligations with any third parties. Customer may not use any deep-link, page-scrape, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Data Services, or in any way reproduce or circumvent the navigational structure or presentation of the content, to obtain or attempt to obtain any information through any means not purposely made available through the Data Services. (c) Customer may not attempt to gain unauthorized access to any portion or feature of the Data Services, or any other systems or networks connected to the Data Services, by hacking, password mining or any other illegitimate means. (d) Customer may not probe, scan or test the vulnerability of the Data Services or any network connected to the Data Services, nor breach the security or authentication measures on the Data Services or any network connected to the Data Services. (e) Customer agrees not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Data Services or any systems or networks connected to the Data Services. Customer agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Data Services 5.2 Breach of Warranties. In the event of any breach of the foregoing warranty, in addition to any other remedies available at law or in equity, Panoramic will have the right, in its sole reasonable discretion, to suspend immediately any related Data Services if deemed reasonably necessary by Panoramic. Panoramic will provide notice and opportunity to cure if practicable depending on the nature of the breach. Once cured, Panoramic will promptly restore the Data Service(s). 5.3 Compliance with Law and Acceptable Use. Customer agrees that it will use the Data Service(s) only for lawful purposes and in accordance with these Terms and Conditions. Customer will comply at all times with all applicable laws and regulations. Customer will not and will not assist any third party to access data generated by Products other than by means of Data Services provided by Panoramic hereunder. As a condition for receiving Data Services, Customer shall comply with the terms of any agreement (including, without limitation, payment obligations) between Customer and Panoramic's reseller in respect of Products or Data Services. Customer will disclose passwords only to personnel authorized by Customer to use Data Services and shall ensure that such passwords remain secure. Customer will not enable use of Data Services other than by its authorized personnel. 5.4 Equipment. Customer shall be responsible for selecting, obtaining an maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Data Services, including, without limitation, modems, hardware, servers, software, operating systems, networking equipment, web servers, and long distance and local telephone service, but excluding the Data Services Software (collectively "Equipment"). Customer shall be responsible for ensuring that the Equipment is compatible with the Data Services and the Data Services Software and complies with the Panoramic documentation. Customer shall also be responsible for the security and use of Equipment.

6 6. LIMITATIONS OF LIABILITY 6.1 Limitation of Damages. For any claim arising under or related to the Data Services or these Terms and Conditions, whether arising under theory of contract, tort (including negligence), strict liability or otherwise, Customer s damages or recovery, if any, shall be limited to direct damages, subject to the following limitations: Panoramic shall not be liable under any circumstances for any indirect, incidental, reliance, special, punitive or consequential damages including, but not limited to, lost revenue, lost profits, replacement goods, business interruption, lost data, interruption of Data Services, lost opportunities, or diminished stock price, even if Panoramic has been advised of the possibility of such damages; without limitation of the foregoing, Panoramic shall have no liability arising from or relating to customer's use of user data or reliance on customer data to make business decisions; and Panoramic shall in no event be liable to Customer for an amount greater than the amount paid by Customer to Panoramic in consideration for the Data Services in the one (1) year period prior to notice of the claim under which damage or recovery is claimed. 6.2 Basis of the Bargain; Failure of Essential Purpose. The parties acknowledge that Panoramic has set its prices and entered into these Terms and Conditions in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in these Terms and Conditions will survive and apply even if found to have failed of their essential purpose. 7. INDEMNIFICATION Customer will indemnify, defend and hold Panoramic harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) resulting from any claim, suit, action, or proceeding brought by any third party against Panoramic or its affiliates (i) alleging any breach of the Customer obligations, representations and warranties under these Terms and Conditions; (ii) arising from the Usage Data; and (iii) arising from Panoramic's use of Customer Marks. 8. TERMINATION 8.1 Termination For Cause. Either party may terminate these Terms and Conditions if: (i) the other party breaches any material term or condition of these Terms and Conditions and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Panoramic should be included; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. 8.2 No Liability for Termination. Panoramic will have no liability for any termination or expiration of any Data Service or these Terms and Conditions in accordance with their terms. 8.3 Effect of Termination. Upon the effective date of termination of these Terms and Conditions: Panoramic will immediately cease providing the Data Service(s) and Customer access to the Data Services will be immediately suspended;

7 any and all payment obligations of Customer under these Terms and Conditions for Data Service(s) provided through the date of termination will immediately become due and payable; (c) provided the Customer is not in breach of its obligations, Customer may request and receive from Panoramic a text file copy of all Usage Data (not including Software) in an as is and with all faults condition for a period of up to 2 years prior to termination subject to Section 4 above. 8.4 Survival. The following provisions will survive any expiration or termination of these Terms and Conditions: Sections 3, 4.2, 4.3, and 5 through MISCELLANEOUS PROVISIONS 9.1 Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under these Terms and Conditions due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: gives the other party prompt notice of such cause, and uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Panoramic is unable to provide Data Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, Customer may terminate the Data Service(s). 9.2 Marketing. Customer agrees that during the term of these Terms and Conditions Panoramic may publicly refer to Customer, orally and in writing, as a Customer of Panoramic. Any other reference to Customer by Panoramic requires the written consent of Customer. 9.3 Governing Law. These Terms and Conditions is made under and will be governed by and construed in accordance with the laws of the State of New York (except that body of law controlling conflicts of law) and specifically excluding from application to these Terms and Conditions that law known as the United Nations Convention on the International Sale of Goods. The courts in New York City, NY, shall have exclusive jurisdiction over any dispute arising out of this Quotation; provided, however, that any claim by Panoramic for preliminary or injunctive relief, other pre-judgment remedies, and claims for Customer s failure to pay for Data Services in accordance with these Terms and Conditions may be brought in any court of competent jurisdiction in the United States of America. 9.4 Severability; Waiver. In the event any provision of these Terms and Conditions is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of these Terms and Conditions will remain in full force and effect. The waiver of any breach or default of these Terms and Conditions will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. 9.5 Assignment. Customer may assign its rights and obligations under these Terms and Conditions in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Customer may not otherwise assign its rights or delegate its duties under these Terms and Conditions either in whole or in part without the prior written consent of Panoramic, and any attempted assignment or delegation without such consent will be void. Panoramic may assign these Terms and Conditions in whole or part. Panoramic also may delegate the performance of certain Data Services to affiliates or third parties, provided Panoramic remains responsible to Customer under these Terms and Conditions. Subject to the foregoing, these Terms and Conditions will bind and inure to the benefit of each party's successors and permitted assigns. 9.6 Change in Data Services. Panoramic has the reasonable right to change, modify and otherwise convert the technology used to provide the Data Services and terms under which the Data Services are offered, provided that the basic functionality and quality of the Data Services will not thereby be reduced.

8 9.7 Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by , confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to Panoramic at the following address: 20 Atir Yeda St. Kfar Saba, Israel; and to Customer, at the site at which Products have been installed. Such notice will be deemed to have been given as of the date it is delivered, mailed, ed, faxed or sent, whichever is earlier. 9.8 Relationship of Parties. Panoramic and Customer are independent contractors and these Terms and Conditions will not establish any relationship of partnership, joint venture, employment, franchise or agency between Panoramic and Customer. Neither Panoramic nor Customer will have the power to bind the other or incur obligations on the other s behalf without the other s prior written consent, except as otherwise expressly provided herein. 9.9 Entire Document; Counterparts; Originals. These Terms and Conditions, including all documents incorporated herein by reference, constitute the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and documents, written and oral, regarding such subject matter. Any additional or different terms in any purchase order or other response by Customer shall be deemed objected to by Panoramic without need of further notice of objection, and shall be of no effect or in any way binding upon Panoramic. The terms of agreements between Customer and Panoramic's resellers are expressly excluded from these Terms and Conditions. Customer acknowledges that where Customer has purchased Products or Extended Warranty coverage for Products from a Panoramic reseller, Customer shall look solely to such reseller for the servicing of any claims. Panoramic's sole obligations to Customers are as expressly set forth in these Terms and Conditions. Panoramic may have the right under the terms of agreements with Reseller to assume Customer obligations, and where Panoramic has done so, it will use reasonable efforts to notify Customers Interpretation of Conflicting Terms. As between Panoramic and Customer, in the event of a conflict between or among the terms in these Terms and Conditions, and the terms of any other agreement with Panoramic or its resellers, the provisions of these Term and Conditions shall govern.