END USER LICENSE AGREEMENT (EULA)

The term “CLIENT” or “ORGANIZATION” refers to the organization, company, other entity, or university that has been authorized by ENER-I.AI to use the ENER-i software. The term USER refers to the end user of ENER-i such as the employee, agent, member, or student in the ORGANIZATION. The term “YOU” refers to the ORGANIZATION AND/OR THE individual USER who uses the ENER-i software, any of its modules, or associated online services.

The term “SOFTWARE” or “PLATFORM” refers to the software that ENER-I.AI makes available to YOU or to the ORGANIZATION for your use either on a device that YOU control or remotely via the Internet, and all related documentation.

BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS EULA AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THIS EULA, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS EULA, YOU MAY NOT ACCESS OR USE THE PLATFORM.

YOU may not use the Software except as expressly permitted by this EULA.

1. Account-Based Access Only. YOU must establish online access via ENER-I.AI and access the Software and related services via the provisioned access and in the manner enabled by the ORGANIZATION for your account.
2. License. YOU are licensed to use the Software on a non-exclusive, limited term basis, subject to the terms, conditions and restrictions stated in this EULA. YOU may not transfer your license or sublicense the Software.  ENER-I.AI or the ORGANIZATION may terminate your license at any time or suspend your access to the Software or related services, for any or no reason, in its sole discretion. Your use of the Software may be made subject to further conditions and restrictions of ENER-I.AI or the ORGANIZATION.
3. Account Information. YOU represent and warrant to ENER-I.AI and the ORGANIZATION that all information YOU have entered for the purpose of establishing an access to ENER-I.AI Software is accurate and complete. YOU agree to update your account information as necessary to keep it fully current at all times.
4. Prohibited Person Status. YOU represent and warranty to ENER-I.AI and the ORGANIZATION that YOU are not a national of or located in any country that is subject to a United States embargo, and that YOU are not on the list of Specially Designated Nationals and Blocked Persons issued by the U.S. Treasury Department’s Office of Foreign Asset Control (OFAC) or on any other restricted persons list maintained by the U.S., Canada, or any member of the European Union.
5. Secure Use. YOU may not share your personal access to Software with any other person. YOU must use reasonable care to maintain the confidentiality of your password and prevent its unauthorized use or disclosure. YOU must use the Software and services in a manner that maintains the security of the systems and data that is accessible by means of the Software.
6. Restrictions. Your use of the Software and related Services is subject to the following additional restrictions:
   • ORGANIZATION-Related Use Only. YOU may use the Software and related services only as part of your work with or for the ORGANIZATION, and not for any other ORGANIZATION or for your personal use. YOU must use the Software and related services in compliance with the policies of the ORGANIZATION.
   • No Copies. YOU may not copy the Software for use on any system except as authorized by ENER-I.AI and the ORGANIZATION.
   • No Reverse Engineering. YOU may not reverse engineer, disassemble or decompile the Software or attempt to discover any underlying algorithm or method embodied by the Software or related services except to the extent applicable law permits such activity notwithstanding this limitation, and then only on advance written notice to ENER-I.AI of at least thirty (30) days.
   • Modifications. YOU may not modify the Software, combine the Software with other software, or create any derivative works of the Software.
   • Competing Services. YOU may not use, and may not permit any person to use, the Software for the purpose of developing a competing software program or service.
   • Performance Analysis. YOU may not publish any benchmarking results or other performance analysis of the Software without written approval from ENER-I.AI.
   • Third-Party Technology. YOU must comply with the terms, conditions, and restrictions applicable to any third-party software or other technology for which the Software permits an integration. If this EULA conflicts with the terms of any license for open-source software that may be included with the Software, the open-source software license controls as to that software to the extent of the conflict.
   • Compliance with Law. YOU may not use the Software or related services in violation of applicable laws. Specifically, but without limitation, YOU may not use the Software in violation of United States export laws, or in violation of the export laws applicable to YOU or the ORGANIZATION.
7. Confidentiality. YOU acknowledge that the Software and related services, and information accessible to YOU via your use of the Software and related services, is “Confidential Information” of ENER-I.AI or the ORGANIZATION. Specifically, but without limitation, information about the ORGANIZATION’s assets and the Output, as defined below, is Confidential Information of the ORGANIZATION. YOU may not use the Confidential Information except in connection with your permitted use of the Software and services and in accordance with the policies of the ORGANIZATION. YOU may not disclose the Confidential Information to any person outside of the ORGANIZATION or ENER-I.AI except as may be permitted by the policies of the ORGANIZATION or as required by law. YOU are responsible for a breach of this Section by any person to whom YOU disclose the Confidential Information in violation of these restrictions. YOU will not maintain copies of the Confidential Information except as expressly permitted by the policies of the ORGANIZATION. Any Confidential Information retained by YOU following the termination of this EULA remains subject to the requirements of this Section. YOU will use reasonable care to safeguard the Confidential Information from unauthorized use and disclosure.
8. Synthetic Models and Data. For USERs and ORGANIZATIONS who have access to synthetic grid models and underlying data, these models and underlying data must be obtained on an individual USER level and cannot be shared with any other USERs. Further, the models and data must be using only for the purpose of a designated project declared to ENER-I.AI and cannot be utilized for any other purposes without written approval from EPE. The synthetic model and its data must be deleted when the project or license is terminated.
9. Notice of Limited Immunity. YOU may have limited immunity for a disclosure that violates these restrictions if the disclosure is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. 18 U.S.C, Section 1833 (b) states: Immunity From Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing.
10. Output.  All information or data generated by your use of the Software (the “Output”) is owned by ENER-I.AI or the ORGANIZATION. YOU may not use or disclose the Output except as part of your permitted use as described in Section 3 above unless ENER-I.AI or the ORGANIZATION authorizes a different use in advance in writing. YOU acknowledge that the Output is ENER-I.AI or ORGANIZATION confidential information, covered by the restrictions stated in Section 7 (Confidentiality) above.
11. Support. Neither ENER-I.AI or the ORGANIZATION is required to provide any technical assistance of support to YOU in connection with the Software or related services and any support that is provided is provided on an AS IS, AS AVAILABLE basis. ENER-I.AI may use any information YOU provide as part of a request for support for its general business purposes, including the improvement of its Software or other technology, without compensation to YOU.
12. Warranty Disclaimer. As between ENER-I.AI and YOU, and the ORGANIZATION and YOU, the Software and any related services are provided AS IS, with no representation or warranty whatsoever. ENER-I.AI and the ORGANIZATION each hereby disclaim any implied warranties, such as any implied warranty of merchantability, fitness for a particular purpose, non-infringement, or any warranty that may arise through a course of dealing. Specifically, but without limitation, ENER-I.AI does not warrant that the Software or related services will be error-free.
13. Feedback. YOU hereby license to ENER-I.AI any feedback or suggestions that YOU provide regarding the Software or related services or ENER-I.AI’s other existing or proposed products or services on a perpetual, irrevocable, royalty-free, worldwide, unconditional, fully sublicensable and transferable basis, including the right to make, have made, use, sell, offer to sell, import, copy, display, perform, modify, distribute in modified or unmodified form, and commercialize any intellectual property, without accounting to YOU.
14. General Reservation of Rights. Except for the rights and licenses expressly granted in the EULA, ENER-I.AI retains all right, title and interest in and to its information and technology and all related intellectual property rights. The parties agree that no license may arise by estoppel or course of conduct.
15. Restricted Rights Notices. If the YOU are part of an agency or office of the U.S. Government, the Software and other materials or technology provided pursuant to the EULA are “commercial computer software,” “commercial computer software documentation,” and “technical data,” as applicable, as defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation. All software and services were developed at private expense and are provided with RESTRICTED RIGHTS.
16. Limitation of Liability.  In the event YOU have a legal claim against ENER-I.AI or any of its officers, members, managers, employees, staff, personnel, agents, resellers, distributors, subcontractors, licensors or suppliers (the “*ORGANIZATION Defendants”), YOU agree that the maximum total amount of money YOU can recover from any or all of them cannot exceed Fifty United States Dollars ($50.00). YOU acknowledge that ENER-I.AI has permitted YOU to use the Software in reliance on the limitations of remedies and liability stated in this Section and that these limitations shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
17. Governing Law, Jurisdiction, Venue. This EULA is governed by and interpreted under the laws of the State of Texas and the United States of America, as applicable, without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Good and the Uniform Computer Information Transactions Act is not applicable. The Software is not “goods” covered by any State version of the Uniform Commercial Code. If YOU have a claim against ENER-I.AI, YOU must bring it in the State or Federal courts sitting in Travis County, Texas. To the extent permitted by applicable law, YOU waive the right to a trial by jury in respect of any litigation arising out of this EULA and any related activities.
18. General. This EULA may be varied only by a written agreement signed by ENER-I.AI expressly referring to this EULA.  If any part of the EULA is found unenforceable, the rest of the EULA will continue in effect, and the unenforceable part shall be reformed to the extent possible to make it enforceable and give business efficacy to the EULA. ENER-I.AI may enforce its respective rights under the EULA even if it has waived the right or failed to enforce the same or other rights in the past.