Early Access End User License Agreement

This End User License Agreement is a binding agreement between Logically Engineered Automation Features, Inc., a Delaware corporation ("Licensor," "Company," "we," "us," or "our"), and the person or entity using the Prerelease Software ("Licensee," "you," or "your"). Account details and subscription information (collectively, "Subscription Terms") are incorporated by reference into this Agreement.

Background

Licensor has developed software designed to automate electrical design of solar arrays (the "Prerelease Software"). The Prerelease Software is currently offered as a paid early access program, allowing early adopters to use the Prerelease Software while Licensor continues to refine features based on user feedback prior to General Availability. Licensee wishes to participate in this early access program and use the Prerelease Software on a subscription basis.

NOW, THEREFORE, the parties agree as follows:

1. License Grant

1.1 General

During the term of this Agreement, Licensor grants to Licensee a temporary, nonexclusive license to use an executable version of the Prerelease Software and its related documentation, for evaluation purposes, for commercial and evaluation purposes in accordance with the Subscription Terms and this Agreement. This license does not include any rights to disclose, sublicense, or otherwise transfer the Prerelease Software, related documentation, or other proprietary information of Licensor.

1.2 Licensee Restrictions

Licensee shall not access or use the Prerelease Software except as otherwise expressly permitted or contemplated by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not:

• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Prerelease Software or documentation to any person, including on or in connection with the internet or any timesharing, service bureau, software as a service, cloud, or other technology or service;
• Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Prerelease Software, in whole or in part;
• Bypass or breach any security device or protection used by the Prerelease Software or documentation; and/or
• Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Prerelease Software or documentation, including any copy thereof.

2. Early Access

Licensee understands and acknowledges that: (i) it is participating in Licensor's Early Access program for the Prerelease Software; (ii) it is receiving a preliminary version of the Prerelease Software; and (iii) the Prerelease Software may not operate properly, may not perform all functions for which it is intended or represented, and may not operate error-free. Licensee agrees to use the Prerelease Software primarily for purposes of evaluation, agrees to provide Licensor with its comments, criticisms, and suggestions for changes with respect to the Prerelease Software, and agrees to help Licensor identify any and all errors or malfunctions in the operation of the Prerelease Software.

3. Professional Use Requirement

4. Ownership

The Prerelease Software, the related documentation, and all authorized copies shall remain the exclusive property of Licensor, and shall not be used in any way other than as allowed by this Agreement. Licensee acknowledges that, as between Licensor and Licensee, the Prerelease Software and its related documentation and all copyrights, trade secret rights, and other intellectual property rights with respect to this Agreement are, and shall at all times be, the property of Licensor, even if suggestions made by Licensee are incorporated into subsequent versions of the Prerelease Software or related documentation.

5. Confidentiality

5.1 Confidential Information

In connection with this Agreement, Licensor (the "Disclosing Party") may disclose or make available Confidential Information to Licensee (the "Receiving Party"). Subject to Section 5.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as "confidential." Without limiting the foregoing: (a) the Prerelease Software and related documentation are the Confidential Information of Licensor; and (b) the terms and existence of this Agreement are the Confidential Information of Licensor.

5.2 Exclusions

Confidential Information does not include information that:

• Was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement;
• Was or becomes generally known by the public other than by the Receiving Party's or any of its representatives' noncompliance with this Agreement;
• Was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or
• Was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

5.3 Protection of Confidential Information

As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

• Not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
• Except as may be permitted under the terms and conditions of Section 5.4, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 5; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 5;
• Safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;
• Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and
• Ensure its representatives' compliance with, and be responsible and liable for any of its representatives' non-compliance with, the terms of this Section 5.

Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 5 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.

5.4 Compelled Disclosures

If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction ("Law"), the Receiving Party will: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 5.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 5.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's outside legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, will use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.

6. Disclaimer of All Warranties

LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT IT IS RECEIVING A PRELIMINARY EARLY ACCESS VERSION OF THE PRERELEASE SOFTWARE AND RELATED DOCUMENTATION AND THAT THE PARTIES EXPECT MAY CONTAIN SIGNIFICANT ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE AGREES AND ACKNOWLEDGES THAT LICENSOR SHALL HAVE NO RESPONSIBILITIES TO LICENSEE TO CORRECT ANY DEFECTS OR PROBLEMS IN THE PRERELEASE SOFTWARE OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE PRERELEASE SOFTWARE OPERATES PROPERLY. LICENSOR DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PRERELEASE SOFTWARE AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PRERELEASE SOFTWARE AND THE RELATED DOCUMENTATION ARE PROVIDED "AS IS," AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.

7. Disclaimer of Liability

BECAUSE OF THE NATURE OF THIS EARLY ACCESS AGREEMENT, LICENSEE AGREES AND ACKNOWLEDGES THAT LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE FOR ANY PROBLEMS IN OR CAUSED BY THE PRERELEASE SOFTWARE OR THE RELATED DOCUMENTATION, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING LOST PROFITS).

8. Subscription Terms, Term, and Termination

8.1 Pricing

Licensee will pay $299 per user seat per month, billed monthly in advance. Pricing is subject to change with 60 days notice to existing subscribers.

8.2 Payment

Payment is due via Stripe at the time of subscription activation. By providing payment information, Licensee authorizes recurring charges.

8.3 Cancellation

Either party may cancel at any time. Licensee may cancel through account settings or by contacting Company. Upon cancellation, access continues through the end of the current billing period, and no further charges will occur. No refunds for unused time in the current billing period.

8.4 Refund Policy

If Licensee is dissatisfied within 30 days of first paid subscription, Licensee may request full refund. After 30 days, subscriptions are non-refundable except where: (a) technical issues prevent use and Company cannot resolve them; or (b) Prerelease Software fails to perform core functions as documented.

8.5 Taxes

All fees exclude applicable taxes. Licensee is responsible for all such taxes except those based on Company's income.

8.6 Failed Payment

If payment fails, Company may suspend access after reasonable notice and opportunity to update payment method.

8.7 Term

This Agreement begins when Licensee accepts these terms and continues month-to-month for as long as Licensee maintains active paid subscription. Subscription automatically renews monthly unless cancelled by either party.

8.8 Termination for Breach

Company may terminate immediately if Licensee breaches this Agreement.

8.9 Effect of Termination

Upon termination of this Agreement, Licensee shall: (i) immediately cease use and uninstall all copies of the Prerelease Software; (ii) return to Licensor or destroy all Confidential Information; and (iii) not be entitled to refunds except as stated in Section 8.4. Sections 4, 5, 6, 7 and 9 shall survive termination.

9. General Provisions

9.1 Assignment

This Agreement may not be assigned by Licensee or by operation of law to any other person, persons, firms, or corporations without the express written approval of Licensor.

9.2 Notices

All notices and demands under this Agreement shall be in writing, and shall be served by personal service or by mail at the address designated by such party to the other party. All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally recognized private express courier and shall be deemed complete upon receipt.

9.3 Choice of Law

THIS AGREEMENT AND ANY DISPUTE WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. THE PARTIES AGREE TO THE EXCLUSIVE VENUE AND JURISDICTION OF THE STATE AND FEDERAL COURTS IN DELAWARE.

9.4 Relationship of the Parties

Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

9.5 Survival of Certain Provisions

The obligation of confidentiality, and any other obligations that by their nature should survive the termination of the Agreement, shall survive the termination of the Agreement.

9.6 Headings

The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference. They are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.

9.7 All Amendments in Writing

No provisions in either party's purchase orders, or in any other business forms employed by either party, other than the Subscription Terms which are incorporated by reference, shall supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.

9.8 Severability

If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such holding shall not affect any other provision hereof, and the Agreement shall be construed as if the invalidated or unenforceable provision had not been contained herein, and in a manner to fulfill the original intent of the parties, insofar as possible.

9.9 Waiver

Except as expressly provided for, no waiver shall be deemed to have been made by either party unless expressed in writing and signed by the waiving party. The failure of either party to insist in any one or more instances upon strict performance of any of the terms or provisions of this Agreement, or to exercise any option or election herein contained, shall not be construed as a waiver or relinquishment for the future of such terms, provisions, option or election, but the same shall continue and remain in full force and effect, and no waiver by any party of any one or more of its rights or remedies under this Agreement shall be deemed to be a waiver of any prior or subsequent rights or remedy hereunder or at law.

9.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and the Users and their respective successor and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

9.11 Entire Agreement

The parties have read this Agreement, and they agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject matter of this Agreement. No representations or statements of any kind made by either party that are not expressly stated in this Agreement shall be binding on such party.

10. Contact Information

For questions about this Agreement, contact: