TYPHOONCLOUD - END USER LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY PRIOR TO INSTALLING OR DOWNLOADING SOFTWARE FROM WWW.TYPHOONCLOUD.COM (THE 'WEBSITE')

This license agreement for software ('Agreement') is a legal agreement between Energy Economics, Inc., a Minnesota corporation doing business under the name, 'TyphoonTools' ('TyphoonTools'), and you (either a person or organization referred to herein as 'End User') for 'Typhoon' brand software available for download from the Website (the 'Software'), and any updates to the Software that may be made available by TyphoonTools ('Updates'). The Software and the Updates will be referred to as the 'Typhoon Product.' By making acceptance of this Agreement in the manner provided prior to or while downloading, installing, copying, or otherwise using the Typhoon Product, End User agrees to be bound by the terms of this Agreement. If the End User does not agree to the terms of this Agreement, do not download or install the Typhoon Product.

1. OWNERSHIP

TyphoonTools (or its licensor) is and shall be the exclusive owner of all right, title, and interest in and to the Typhoon Product; including without limitation, any and all patents, copyrights, trademarks and service marks, trade secrets, and all other proprietary rights of any kind whatsoever related to the Typhoon Product. Use of the Typhoon Product does not in any respect whatsoever constitute a grant of any license or other right to use or exploit any of the proprietary rights related to the Typhoon Product, except as expressly granted to the End User in this Agreement.

The End User shall not modify, remove, or obscure any proprietary notices contained in or on the Typhoon Product or any screen images related to the Typhoon Product.

The End User shall not reverse engineer, decompile, or disassemble the Typhoon Product; and the End User shall not in any other manner attempt to access or learn the source code related to the Typhoon Product.

2. LICENSE

If the End User has purchased the right to access and use the TyphoonTools online data back-up and storage services that are available at the Website, the End User is granted a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to do only the following: download, install, and run a single copy of the Typhoon Product in object code format on a single computer owned by the End User for the sole purpose of enabling the End User to access and use the services provided at the Website which are compatible with, and intended by TyphoonTools to be for use with, the particular Typhoon Product selected by the End User (the 'Typhoon Services').

If the End User has not purchased the right to access and use the TyphoonTools online data back-up and storage services that are available at the Website, the End User is granted a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to do only the following: download, install, and run a single copy of the Typhoon Product in object code format on a single computer owned by the End User for the sole purpose of enabling the End User to access and use the online data back-up and storage services provided by a third party person or organization.

The End User shall not make any copies of the Typhoon Product.

3. DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY

THE TYPHOON PRODUCT IS PROVIDED 'AS IS, WITH ALL DEFECTS.' THE TYPHOON PRODUCT IS PROVIDED TO THE END USER WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TYPHOONTOOLS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT (I) THE TYPHOON PRODUCT WILL OPERATE IN AN ERROR-FREE OR UNINTERRUPTED MANNER; (II) THE TYPHOON PRODUCT WILL BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS; (III) THE TYPHOON PRODUCT WILL SATISFY THE END USER'S REQUIREMENTS; (IV) THE TYPHOON PRODUCT IS COMPATIBLE WITH SYSTEMS, PRODUCTS, OR SERVICES PROVIDED BY THIRD PARTY PERSONS OR ORGANIZATIONS; (V) THE RESULTS OBTAINED FROM THE USE OF THE TYPHOON PRODUCT WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (VI) THE TYPHOON PRODUCT WILL PREVENT THE UNAUTHORIZED DISCLOSURE OF, UNAUTHORIZED USE OF, UNAUTHORIZED ACCESS TO, MISAPPROPRIATION OF, LOSS OF, OR ALTERATION OF ANY DATA OR INFORMATION; OR (VII) ANY ERRORS OR DEFECTS IN THE TYPHOON PRODUCT WILL BE CORRECTED. TYPHOONTOOLS DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE TYPHOON PRODUCT WILL SATISFY, OR ENABLE THE END USER TO SATISFY, THE REQUIREMENTS OF ANY GOVERNMENT AGENCY, ASSOCIATION, OR OTHER ORGANIZATION.

TYPHOONTOOLS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE END USER'S USE OF THE TYPHOON PRODUCT.

TyphoonTools' aggregate liability arising out of or in connection with this Agreement shall not exceed the amount paid by the End User for the Typhoon Product.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to the End User, some or all of the disclaimers, exclusions, or limitations in this Agreement may not apply to the End User, and the End User might have additional rights.

4. TERM AND TERMINATION

The term of this Agreement shall commence on the date the End User makes acceptance of this Agreement and, unless terminated as specified below, shall continue for so long as the End User uses the Typhoon Services.
TyphoonTools shall have the right to immediately terminate this Agreement in the event (i) the End User makes any unauthorized use of the Typhoon Product; (ii) the End User fails to perform any of its other obligations, or is in violation of any of the terms and conditions, under this Agreement and the End User does not cure such failure within ten (10) days after TyphoonTools has provided notice of such failure or violation; (iii) the End User is no longer using the Typhoon Services on a regular basis; or (iv) the End User fails to make any payment required to be made to TyphoonTools in connection with the Typhoon Product, the Typhoon Services, this Agreement, or otherwise.

The End User shall have the right to terminate this Agreement at any time by providing written notice of termination to TyphoonTools at the address indicated below.

Upon termination of this Agreement, all of the End User's rights to use the Typhoon Product shall terminate immediately; the End User shall remove the Typhoon Product from its computer; and the End User shall provide TyphoonTools with written certification that the aforementioned actions have been taken.

5. INDEMNIFICATION

The End User and its successors and assigns shall indemnify, defend, and hold harmless TyphoonTools and its successors and assigns from and against in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees, that TyphoonTools may incur or suffer, which arise, result from, or relate to End User's use of the Typhoon Product or this Agreement.

6. GENERAL

TyphoonTools shall not be in breach of this Agreement in the event it is unable to perform any of its obligations under this Agreement as a result of natural disaster, fire, weather, war, terrorism, emergency conditions, labor strife, the inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond its reasonable control.
This Agreement has been prepared in English, and English is the controlling language with respect to all matters concerning this Agreement. Any and all notices or communications related to this Agreement must be in English.

Injunctive or other equitable relief shall be a remedy available to TyphoonTools in the event of a breach of any provision of this Agreement by the End User; but such remedy shall not be the exclusive remedy available to TyphoonTools.

Regardless of any statute or law to the contrary, any claim or cause of action End User may have that arises out of or is related to this Agreement must be filed within two (2) years after such claim or cause of action arose or be forever barred.

Any notices required or permitted to be given to TyphoonTools under this Agreement shall be sufficient if in writing and personally delivered, sent by certified mail (or, as applicable the foreign equivalent thereof), or sent by express courier (by nationally or internationally recognized courier) to: Energy Economics, Inc., 109 South Street SE, (or to P.O. Box 220 for US Mail), Dodge Center, MN 55927-0220. Any notices required or permitted to be given to the End User under this Agreement shall be sufficient if sent by email to the email address provided by the End User, or by regular mail at the address provided by the End User or at the address maintained by TyphoonTools within the End User's account.
The provisions of this Agreement, which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.

The End User shall not, without the prior written consent of TyphoonTools, assign its rights or delegate its duties under this Agreement.

The waiver of any provision or the breach of any provision of this Agreement by TyphoonTools shall not be effective unless made in writing. Any waiver by TyphoonTools of any provision or the breach of any provision of this Agreement shall not operate as or be construed to be a continuing waiver of the provision or the breach of the provision.
This Agreement shall be governed by the laws of the State of Minnesota (without regard to its choice of law principles or rules) in the United States and the applicable laws of the United States. For the purpose of resolving conflicts related to or arising out of this Agreement, the parties expressly agree that venue shall be in the federal and state courts located in Hennepin County in the State of Minnesota in the United States, and, in addition, the parties hereby expressly consent to the exclusive jurisdiction of the federal and state courts in the State of Minnesota in the United States. The parties specifically disclaim application of the United Nations Convention on the International Sale of Goods, 1980.

In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement, and the portion of this Agreement held to be invalid shall be construed and given lawful effect in a manner that will best achieve the intent and objective of such portion of this Agreement.

This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, there being no terms, conditions, warranties, or representations other than those contained in this Agreement, and no amendments shall be valid unless made in writing and accepted or signed by the parties to this Agreement.