LICENSE AGREEMENT FOR SaaS PROVISION ANNUALLY OF A CONNECTOR FOR INDUSTRIAL DATA TO POWER AUTOMATE

This License Agreement ("Agreement") is made and entered into as of the date of subscription ("Effective Date") by and between Intelligent Plant Ltd, a company incorporated under the laws of Scotland, having its registered office at Unit 1, Block 1, Innovation Park, Bridge of Don, Aberdeen, AB22 8GT ("Licensor"), and the subscriber of the Industrial App Store Power Automate Connector ("Subscriber") through the Microsoft Azure Marketplace (the "Marketplace").

WHEREAS, Licensor is the owner of the software known as the Industrial App Store Power Automate Connector (the "Connector"); and

WHEREAS, Subscriber desires to use the Connector under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, Licensor and Subscriber hereby agree as follows:

1.	License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Subscriber a non-exclusive, non-transferable license to use the Connector for the purpose of integrating industrial data into Power Automate.

2.	License Fees. Subscriber agrees to pay the annual license fees as specified on the Marketplace for the right to use the Connector during the term of this Agreement. The license fees shall be automatically renewed annually, unless terminated in accordance with Section 5.

3.	Restrictions. Subscriber shall not copy, modify, distribute, sublicense or transfer the Connector or any portion thereof, or use the Connector for any purpose other than the integration of industrial data into Power Automate.

4.	Ownership. Subscriber acknowledges that the Connector and all intellectual property rights therein are and shall remain the exclusive property of Licensor.

5.	Termination. Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof. Upon termination, Subscriber shall immediately cease all use of the Connector.

6.	Warranty and Disclaimer. Licensor warrants that it has the right to grant the license granted hereunder. EXCEPT AS SET FORTH IN THIS SECTION 6, THE CONNECTOR IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

7.	Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR OTHER PECUNIARY LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

9.	Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by both parties.

10.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.