HEAT & OUTPUT TRACKER FOR MASS-ENERGY STOICHIOMETRIC SIMULATION

END USER LICENSE AGREEMENT – DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY, AND USER RESPONSIBILITY

1. Intended Use

The Heat & Output Tracker for Mass-Energy Stoichiometric Simulation Software (the “Software”) is provided by ElectraTherm, Inc. (“ElectraTherm”) solely as an engineering estimation, modeling, and simulation tool intended to assist users in evaluating potential heat recovery, power generation, thermal efficiency, and related energy project scenarios.

The Software is intended for preliminary analysis, educational purposes, conceptual design, feasibility evaluation, and comparative scenario assessment only. Results generated by the Software are estimates based upon user-provided inputs, assumptions, mathematical models, algorithms, and correlations that may not fully represent actual operating conditions.

2. No Guarantee of Accuracy or Performance

ElectraTherm makes no representation, warranty, or guarantee, express or implied, regarding:

• The accuracy, completeness, reliability, or suitability of any calculations, simulations, projections, forecasts, or outputs generated by the Software;
• The actual performance, efficiency, output, economics, availability, emissions, operating characteristics, or financial results of any existing or proposed project;
• The suitability of any project, equipment selection, engineering design, investment decision, permitting decision, procurement decision, or construction activity based upon Software outputs.

Actual project results may differ materially from Software-generated results due to site-specific conditions, equipment performance variations, operational practices, environmental factors, data quality, measurement errors, regulatory requirements, and numerous other variables beyond ElectraTherm’s control.

3. Independent Engineering Validation Required

The Software is not intended to replace professional engineering judgment, detailed engineering analysis, field measurements, thermodynamic modeling, feasibility studies, economic assessments, equipment testing, third-party review, or other appropriate technical evaluations.

Users acknowledge and agree that:

• Software outputs shall not be relied upon as the sole basis for any engineering, commercial, financial, investment, procurement, operational, or construction decision;
• All results generated by the Software must be independently validated by qualified personnel before being used for project planning or execution;
• Users are solely responsible for verifying the accuracy and appropriateness of all inputs, assumptions, methodologies, and outputs.

4. Assumption of Risk

The user assumes all risks associated with the use of the Software and any decisions, actions, investments, commitments, expenditures, or project activities undertaken in reliance upon Software-generated outputs.

The user further acknowledges that the development, financing, design, procurement, installation, commissioning, operation, and maintenance of energy recovery or power generation projects involve substantial technical, financial, operational, and regulatory risks that cannot be eliminated through the use of simulation software.

5. Limitation of Liability

To the maximum extent permitted by applicable law, ElectraTherm, its parent companies, affiliates, subsidiaries, officers, directors, employees, agents, licensors, contractors, and representatives shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or economic damages arising out of or relating to:

• Use of or inability to use the Software;
• Errors, omissions, inaccuracies, or defects in Software calculations or outputs;
• Reliance upon Software-generated estimates, forecasts, or recommendations;
• Project development, engineering, procurement, financing, construction, operation, maintenance, or investment decisions;
• Lost profits, lost revenue, lost savings, lost opportunities, business interruption, project delays, equipment failures, or cost overruns.

This limitation shall apply regardless of the legal theory asserted, including contract, tort, negligence, strict liability, warranty, indemnity, or otherwise, even if ElectraTherm has been advised of the possibility of such damages.

6. Hold Harmless and Indemnification

The user agrees to defend, indemnify, and hold harmless ElectraTherm, its parent companies, affiliates, subsidiaries, officers, directors, employees, agents, licensors, contractors, and representatives from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

• Use of the Software;
• Reliance upon Software-generated results;
• Project decisions made using Software outputs;
• Third-party claims associated with project performance, economics, engineering, design, construction, operation, or financial outcomes;
• User-provided data, assumptions, or inputs.

7. No Professional Engineering Services

Use of the Software does not constitute the provision of professional engineering services, engineering certification, project endorsement, performance guarantees, design approval, investment advice, or any other professional consulting service by ElectraTherm.

No engineering seal, certification, guarantee, or warranty shall be inferred from any Software-generated output.

8. Acceptance

By installing, accessing, or using the Software, the user acknowledges that they have read, understood, and agreed to be bound by the terms of this Agreement and specifically acknowledge that the Software is a simulation tool only, intended to supplement—not replace—independent engineering evaluation and professional judgment.

9. Governing Law and Venue

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

The parties agree that any dispute, claim, controversy, or cause of action arising out of or relating to this Agreement, the Software, or the use of the Software shall be brought exclusively in either:

(a) the state courts located in Hall County, Georgia; or

(b) the United States District Court for the Northern District of Georgia, Gainesville Division, provided such court has subject matter jurisdiction.

The user irrevocably submits to the exclusive jurisdiction and venue of such courts and expressly waives any objection based upon lack of personal jurisdiction, improper venue, forum non conveniens, or any similar doctrine.

To the fullest extent permitted by law, the parties further agree that any action arising from or relating to this Agreement must be commenced within one (1) year after the claim or cause of action arises, or such claim shall be permanently barred.

THE USER EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, MASS ACTION, OR REPRESENTATIVE PROCEEDING AGAINST ELECTRATHERM. ALL CLAIMS MUST BE BROUGHT SOLELY IN THE USER’S INDIVIDUAL CAPACITY.