1. Introduction This Software License Agreement ("Agreement") is made by and between Imperium Dynamics ("Licensor") and the individual or entity agreeing to these terms ("Licensee"). This Agreement grants the Licensee a non-exclusive, non-transferable license to use the software provided by Imperium Dynamics ("Software") subject to the terms and conditions set forth herein. 2. License Grant Licensor hereby grants to Licensee, for the term of this Agreement, a non-exclusive, non-transferable, revocable license to use the Software solely for Licensee's personal or internal business purposes. 3. License Fee and Renewal The License granted under this Agreement requires an annual renewal fee. The renewal fee is due on the anniversary date of this Agreement each year. Failure to pay the renewal fee will result in the License being considered not in compliance with this Agreement. 4. Compliance and Enforcement If the Licensee fails to renew the License in any given year and continues to use the Software, the Licensee is not in compliance with this Agreement and is liable for any dues. Licensee's use of the Software without renewal constitutes unauthorized use and will be subject to enforcement actions. 5. Termination This Agreement may be terminated by either party with written notice via email or mail. Upon termination, the Licensee must cease all use of the Software and destroy all copies, full or partial, of the Software. 6. Notice of Termination Notice of termination must be sent to the parties' respective addresses as indicated in this Agreement or as later updated by either party. Termination is effective in 30 days upon receipt of notice by the other party. 7. General Provisions This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement may only be modified by a written amendment signed by both parties. The failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. 8. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Licensor operates, without regard to its conflict of law provisions. 9. Acknowledgement BY USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. 10. Indemnification Licensee agrees to indemnify, defend, and hold harmless Licensor and its affiliates, officers, agents, employees, and permitted successors and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, arising from or relating to Licensee's use or misuse of the Software or Licensee's breach of this Agreement. This indemnification obligation will survive the termination or expiration of this Agreement. 11. Limitation of Liability In no event will Licensor be liable to Licensee or any third party for any loss of profits, loss of data, or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or relating to this Agreement or Licensor’s services, even if Licensor has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Licensor's liability to Licensee for any damages arising from or related to this Agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (a) fifty US dollars ($50) or (b) amounts Licensee has paid Licensor in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. 12. Confidentiality During the term of this Agreement and for a period of five (5) years after its termination, Licensee agrees to keep confidential and not disclose to any third party any confidential information received from Licensor, except as may be required by law or as necessary for the performance of this Agreement. Confidential information includes any non-public information regarding Licensor’s business, technology, or affairs. Licensee also agrees to take all reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of confidential information. 13. Intellectual Property Rights Ownership: Licensor retains all rights, title, and interest in and to the Software and all copies thereof, including without limitation all intellectual property rights. The License granted under this Agreement does not constitute a sale of the Software or any portion or copy of it. Use Restrictions: Licensee shall not copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Software. Protection of Software: Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly authorized in this Agreement, Licensee shall not use, license, sell, transfer, make available, distribute, or dispose of the Software in any manner.