1.1. License. Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to use Praysio for the purpose of energy management within Licensee's business operations.

1.2. Authorized Users. The license granted herein is limited to the number of authorized users for which Licensee has obtained valid licenses.

1.3. Restrictions. Licensee shall not (a) sublicense, sell, lease, or otherwise transfer Praysio or any portion thereof to any third party; (b) modify, adapt, or create derivative works based on Praysio; (c) reverse engineer, decompile, or disassemble Praysio, except to the extent such restrictions are expressly prohibited by applicable law; (d) use Praysio for any purpose that is illegal or prohibited by this Agreement.

2.1. Ownership. Praysio is the proprietary product of Licensor, and all rights, title, and interest in and to Praysio, including all intellectual property rights, are and will remain with Licensor.

2.2. Feedback. Licensee may provide feedback, suggestions, or comments regarding Praysio. Licensor may use such feedback for any purpose without obligation of any kind.

3.1. Support. Licensor may provide support services for Praysio as described in separate support and maintenance terms.

3.2. Updates. Licensor may release updates, upgrades, or new versions of Praysio. Licensee agrees to install and use such updates to ensure the proper functioning of Praysio.

4.1. Fees. Licensee shall pay the fees specified in the applicable order form or agreement. All fees are non-refundable once paid.

4.2. Taxes. Licensee is responsible for all applicable taxes, except for taxes based on Licensor's net income.

Licensee agrees to keep confidential any non-public information or materials provided by Licensor that are marked as confidential or that, under the circumstances, should be reasonably understood to be confidential.

PRAYSIO IS PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.1. Term. This Agreement is effective from the date of acceptance by Licensee and will continue until terminated

.8.2. Termination. Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition and fails to cure such breach within 30 days of receipt of notice.

8.3. Effect of Termination. Upon termination, the Licensee shall cease all use of Praysio, and all outstanding fees shall become immediately due and payable.

9.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of UK.

9.2. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

9.3. Modification. Licensor may update or modify this Agreement from time to time. Licensee will be notified of such changes, and continued use of Praysio after the effective date of the modified Agreement constitutes acceptance of the modifications.