| Commercial License | |
| Version 1.0, January 2025 | |
| http://www.irayaenergies.com/ | |
| TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION | |
| This Commercial License Agreement ("Agreement") is entered into between [Licensor Name] ("Licensor") and you ("Licensee"). | |
| #### 1. DEFINITIONS | |
| - **"License"** refers to the commercial license granted by the Licensor for the use of the Licensed Work, subject to the terms of this Agreement. | |
| - **"Licensed Work"** refers to the software or work being provided under this Agreement, which is based on Iraya's Commercial License. | |
| - **"Maintenance"** refers to ongoing updates, improvements, and support for the Licensed Work provided by the Licensor during the term of this Agreement. | |
| - **"Term"** refers to the duration of the License granted to the Licensee. | |
| #### 2. GRANT OF LICENSE | |
| - Licensor grants to Licensee a **non-exclusive, non-transferable, commercial license** to use, reproduce, modify, and distribute the Licensed Work under the terms of this Agreement for **one (1) year** from the Effective Date of this Agreement. | |
| - After the first year, the License will continue to be valid provided that Licensee has paid for ongoing **Maintenance** as outlined in Section 3 of this Agreement. Failure to renew Maintenance will result in immediate termination of the License. | |
| #### 3. MAINTENANCE | |
| - **Maintenance** is available for purchase separately for each year of use. Licensee must renew Maintenance annually at the prevailing rate to continue receiving updates, support, and continued usage rights for the Licensed Work. | |
| - If Licensee fails to pay for Maintenance upon expiration of the Term, the License shall be automatically terminated, and Licensee must cease all use of the Licensed Work. | |
| #### 4. RESTRICTIONS | |
| - Licensee may not sublicense, transfer, or redistribute the Licensed Work. | |
| - Licensee agrees not to use the Licensed Work in any way that is not expressly authorized by this Agreement. | |
| - After the first year, if Maintenance is not renewed, Licensee must immediately stop using and distributing the Licensed Work. | |
| #### 5. PAYMENTS | |
| - Licensee agrees to pay the Licensor for the use of the Licensed Work and any ongoing Maintenance fees as described above. | |
| - The Licensor will provide an invoice for the Maintenance fee before the expiration of each Term. | |
| #### 6. TERMINATION | |
| - **Termination for Non-payment:** If Licensee fails to pay for Maintenance by the end of the Term, the License will automatically terminate, and Licensee must cease all use of the Licensed Work. | |
| - **Termination for Breach:** If Licensee breaches any of the terms of this Agreement, Licensor may terminate the License immediately upon written notice. | |
| #### 7. NO WARRANTY | |
| - The Licensed Work is provided "AS IS," and Licensor makes no warranties or representations regarding the Licensed Work, including any implied warranties of merchantability or fitness for a particular purpose. | |
| #### 8. LIABILITY LIMITATION | |
| - In no event shall Licensor be liable for any damages arising from the use of the Licensed Work, including any loss of profits, business interruption, or other consequential damages. | |
| #### 9. GOVERNING LAW | |
| - This Agreement shall be governed by the laws of Malaysia, without regard to its conflict of law principles. | |
| #### 10. INTELLECTUAL PROPERTIES | |
| - All the intellectual properties of the current Licensed Work is own by Iraya Energies. | |
| #### 11. ENTIRE AGREEMENT | |
| - This Agreement constitutes the entire understanding between Licensor and Licensee regarding the use of the Licensed Work and supersedes all prior agreements or understandings. | |
| Copyright 2025 Iraya Energies | |
| END OF TERMS AND CONDITIONS |