License to Use the System

Subject to the Customer’s compliance with the terms of the Agreement, including timely payment of all applicable fees, Contel Smart Energy grants the Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license to access and use Contel Smart Energy’s software system, including its user interfaces, reports, analytics tools, alerts, integrations, and related services included therein, solely during the term of the Agreement and solely for the Customer’s internal business purposes.

The license is granted only to the Customer and to its authorized users, as designated by the Customer and approved under the applicable engagement terms, quotation, order form, or service order. Use of the system shall be limited to the actual scope of the license purchased, including, as applicable, the number of users, sites, meters, controllers, measurement points, modules, data volume, API calls, or any other usage limitation specified in the Agreement, quotation, or relevant order document.

The Customer shall be responsible for ensuring that all authorized users acting on its behalf use the system in accordance with the Agreement, applicable law, Contel Smart Energy’s security instructions, and reasonable rules of use. Any action performed through the Customer’s user accounts, or by anyone acting on its behalf, shall be deemed to have been performed by the Customer, unless proven otherwise.

It is clarified that the license granted to the Customer is a license to use only. Nothing in this Agreement shall grant the Customer any ownership, intellectual property rights, copyrights, rights in source code, commercial rights, or any other rights in or to the system, software, interfaces, algorithms, models, processes, databases, design, trade secrets, documentation, or any other component owned by Contel Smart Energy or anyone on its behalf, except for the express right of use granted under this section.

The Customer undertakes not to perform, and not to allow any third party to perform, any of the following actions without Contel Smart Energy’s prior written approval: copy, reproduce, modify, adapt, translate, distribute, sell, rent, lease, lend, transfer, assign, provide access to third parties, provide bureau services, make commercial use for the benefit of third parties, reverse engineer, decompile, attempt to discover source code, circumvent security or licensing mechanisms, perform load testing or penetration testing without authorization, or make any use that exceeds the scope of the purchased license.

If the Customer wishes to allow access to the system to external parties acting on its behalf, including consultants, contractors, management companies, maintenance providers, end customers, or other third parties, such access shall be permitted only subject to Contel Smart Energy’s approval, the definition of appropriate permissions, and such parties’ compliance with the confidentiality, security, and usage obligations applicable to the Customer.

Contel Smart Energy may update, improve, modify, replace, or discontinue certain components of the system from time to time, provided that such changes do not materially impair the Customer’s right of use under the Agreement. Use of additional components, modules, services, integrations, or capabilities may be subject to a separate order, additional fees, or additional terms.

Upon termination, cancellation, or expiration of the Agreement for any reason, the Customer’s license to use the system shall immediately expire, and the Customer shall cease all use of the system, unless otherwise agreed in writing. Contel Smart Energy may block or restrict the Customer’s access to the system in the event of termination, non-payment, material breach of the Agreement, unauthorized use, a suspected security risk, or use exceeding the scope of the license.

Nothing herein shall derogate from the Customer’s right to access its own data, to the extent such right is provided under the Agreement, service policy, or data processing addendum, and subject to applicable information security, privacy, payment, and legal requirements.