POWERLY ENTERPRISE LICENSE AGREEMENT (ELA)

Effective Date: March 1, 2025

This Enterprise License Agreement (“Agreement”) is entered into between Powerly London Limited, a company registered in the United Kingdom, (“Licensor”), and any individual or entity that accesses, uses, or distributes Powerly’s Software, API, or Enterprise Services (“Licensee”). By downloading, installing, accessing, or using the Powerly Software, API, or Enterprise Services, you automatically agree to be bound by this Agreement. If you do not agree to these terms, you must immediately cease using Powerly’s services.

1. Definitions

1.1 “Software” refers to any part of Powerly’s proprietary enterprise platform, including AI analytics, advanced API features, and premium integrations.

1.2 “API Services” refers to Powerly’s backend infrastructure, available exclusively under a paid enterprise plan.

1.3 “Subscription Term” refers to the duration of an active license and usage rights under this Agreement.

1.4 “Authorized Users” refers to employees or contractors authorized by Licensee to use the Software and API Services.

1.5 “Enterprise Support” means premium support services available to Licensee under a subscription plan.

2. Grant of License

2.1 License Scope: Powerly grants Licensee a limited, non-exclusive, non-transferable, revocable license to use the Software and API Services strictly for internal business operations.

2.2 Restrictions: Licensee shall not:

Reverse-engineer, decompile, or create derivative works of the Software.
Share, sublicense, sell, or distribute the Software or API Services to third parties.
Use the Software or API to create or operate a competing EV charging platform.

3. Fees and Payment

3.1 Subscription Fees: Licensee agrees to pay applicable subscription fees as outlined on Powerly’s website or in an invoice.

3.2 Payment Terms: Payments are due within 30 days of invoicing. Late payments may result in immediate suspension of API access.

3.3 No Refunds: All fees are non-refundable, except where required by law.

4. API Access and Limits

4.1 API Key: Licensee must register and obtain an API key to access API Services.

4.2 Rate Limits: API usage is subject to rate limits defined in Powerly’s API documentation.

4.3 Suspension of Access: Powerly reserves the right to suspend or revoke API access for violations of this Agreement.

5. Support & Maintenance

5.1 Enterprise Support Plan: Licensees under paid plans receive priority support, security updates, and API enhancements.

5.2 Response Time: Support response times vary by subscription tier (24 to 48 hours standard response).

6. Intellectual Property

6.1 Ownership: Powerly retains all intellectual property rights over its Software, API Services, and related documentation.

6.2 Trademarks: Licensee may not use Powerly branding, trademarks, or logos without written permission.

7. Term and Termination

7.1 Term: This Agreement remains in effect as long as Licensee uses Powerly’s Software, API, or Enterprise Services.

7.2 Termination for Breach: Powerly may terminate access if Licensee:

Fails to pay required fees.
Violates API access policies.
Engages in unauthorized commercial use.

7.3 Effect of Termination: Upon termination, Licensee must immediately stop using the Software and API Services.

8. Limitation of Liability

8.1 Powerly shall not be liable for indirect, incidental, or consequential damages arising from Licensee’s use of the Software or API Services.

8.2 Maximum Liability: Powerly’s total liability under this Agreement shall not exceed the total fees paid by Licensee in the past 12 months.

9. Governing Law and Dispute Resolution

9.1 Jurisdiction: This Agreement shall be governed by the laws of England and Wales.

9.2 Dispute Resolution: Any disputes shall first be attempted to be resolved amicably. If unresolved, disputes shall be subject to binding arbitration in London, UK.

10. Miscellaneous

10.1 Entire Agreement: This Agreement constitutes the entire understanding between Powerly and Licensee.

10.2 Amendments: Powerly may update this Agreement at any time. Continued use of Powerly services after updates constitutes acceptance of the revised terms.

10.3 Severability: If any provision of this Agreement is found to be invalid, the remaining provisions remain enforceable.

By accessing, using, or distributing the Powerly Software, API, or Enterprise Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.