1. License Grant

Licensor grants Licensee a non-exclusive, non-transferable, limited license to access and use the Software during the Term solely for internal business purposes.

2. Term and Access

Agreement begins on the Effective Date and continues for the specified term, automatically renewing unless terminated with 30 days' notice.

3. Payment

Licensee shall pay all fees as invoiced. All payments are non-refundable and exclusive of taxes.

4. Warranties and Disclaimers

Software is provided "AS IS" without warranties of any kind. Licensor does not warrant uninterrupted or error-free operation.

5. Limitation of Liability

Licensor's total liability shall not exceed the total amount paid in the prior twelve (12) months. No indirect or consequential damages.

6. Confidentiality

Each Party agrees to protect the other's Confidential Information in accordance with the Mutual Non-Disclosure Agreement ("NDA"), incorporated herein by reference.

7. Data Handling and Security

Licensee retains ownership of its data. Licensor maintains reasonable safeguards and retains ownership of derived, non-identifying data.

8. Use Restrictions

Licensee shall not copy, modify, reverse engineer, share, or use the Software for competitive purposes.

9. Indemnification

Each Party indemnifies the other for claims arising from its own breach or misconduct.

10. Termination

Either Party may terminate for material breach with 30 days' notice. Upon termination, Licensee ceases use; Licensor deletes data after 60 days.

11. Governing Law and Venue

This Agreement is governed by Virginia law, with exclusive venue in Lunenburg County, Virginia.

12. Entire Agreement

This Agreement, together with the NDA and any exhibits, constitutes the full understanding between the Parties.

13. Electronic Acceptance

By signing in, clicking "I Agree," or accessing the Software, Licensee agrees to be bound by this Agreement and the NDA.