PSR FACTORY SOFTWARE LICENSE AGREEMENT

Version 1.0


This Software License Agreement (this "Agreement") is a legal agreement between
you, either an individual or a single entity ("You" or "Licensee"), and PSR
Soluções e Consultoria em Energia LTDA. and its affiliates ("PSR"), for the PSR
Factory software product and accompanying materials (collectively, the
"Software").

This Agreement takes effect on the earliest of: (a) the date PSR accepts a
purchase order from Licensee for the Software; (b) the date Licensee and PSR
enter into a signed license agreement covering the Software; or (c) the first
installation or use of the Software by Licensee (the "Effective Date").

PLEASE READ THIS AGREEMENT BEFORE INSTALLING OR USING THE SOFTWARE. BY
SUBMITTING A PURCHASE ORDER, BY ENTERING INTO A SIGNED LICENSE AGREEMENT, OR BY
INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT EVERY TERM OF
THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT INSTALL OR USE THE
SOFTWARE.

Obtaining a copy of the Software -- including by downloading it from the Python
Package Index or any other distribution channel -- does not by itself grant any
right to use it. See Sections 2 and 3.


1. DEFINITIONS

In this Agreement:

"Documentation" means the standard user documentation PSR provides for the
Software.

"Software" means the PSR Factory distribution published by PSR as the
`psr-factory` package, including its Python modules, the compiled Factory
library (for example `factory.dll`, `libfactory.so` or `libfactory.dylib`),
public interface headers, bundled samples, data files and the Documentation, in
each case together with any updates PSR makes available to Licensee under this
Agreement.

"License Key" means the credential PSR issues to authorize execution of the
Software, whether in the form of a license file (for example `psr.lic`), a
hardware key, or a passkey.

"Evergreen License" has the meaning given in Section 2.1.

"Annual License" has the meaning given in Section 2.2.

"Purchasing Documentation" means the quotations, purchase orders, order forms
and invoices describing the licenses Licensee has purchased and any limitations
on them.

"Confidential Information" means non-public information of a party disclosed to
or learned by the other party under this Agreement, in any form, including the
Software in non-executable form, the Documentation, pricing, and PSR's methods,
models and know-how.

"Intellectual Property" means all patents, copyrights, database rights, trade
secrets, know-how, industrial designs, trademarks and service marks, and all
other proprietary rights of any kind, anywhere in the world, whether or not
registered.

"Third Party Software" means third-party components provided with or embedded
in the Software, as identified in the THIRD_PARTY_NOTICES.txt file and the
software bill of materials distributed with the Software.


2. LICENSE GRANT

Subject to Licensee's compliance with this Agreement and payment of the
applicable fees, PSR grants Licensee the license described in the
Purchasing Documentation, being one of the following.

2.1 Evergreen License. A perpetual, non-exclusive, non-transferable,
non-sublicensable license to install and use the Software for Licensee's
internal business purposes. Licensee may install the Software on an unlimited
number of machines; a valid License Key is required for each concurrent
execution of the Software. An Evergreen License includes maintenance and
support for twelve (12) months from the Effective Date, and the right to
continue using, in perpetuity, any version of the Software released during that
period.

2.2 Annual License. A non-exclusive, non-transferable, non-sublicensable
license to install and use the Software for Licensee's internal business
purposes for a term of twelve (12) months, renewable, on the same installation
and concurrency terms as Section 2.1. An Annual License includes updates,
maintenance and support for its term. On expiry or non-renewal, Section 9.3
applies.

2.3 Redistribution of the unmodified Software. Notwithstanding Section 2.4, any
person may reproduce and redistribute the Software complete and unmodified,
including this Agreement, the THIRD_PARTY_NOTICES.txt file and all copyright,
trademark and other proprietary notices, through any channel, including the
Python Package Index, package mirrors and caches, internal package indexes, and
container or machine images.

Such redistribution conveys no right to use the Software. Every user of the
Software must hold a valid license under Section 2.1 or 2.2 and a valid License
Key. No fee may be charged for the Software itself, whether separately or as a
component of another offering; this does not restrict charging for a Licensee's
own products or services that merely include the Software as redistributed
under this Section.

2.4 Restrictions. Except as expressly permitted by this Agreement, Licensee
shall not, and shall not permit any third party to:

  (a) use the Software other than for Licensee's internal business purposes or
      otherwise beyond the scope of the license granted;

  (b) modify, adapt, translate or create derivative works of the Software;

  (c) reverse engineer, decompile or disassemble the Software, or otherwise
      attempt to derive its source code or underlying ideas, except to the
      extent that applicable law expressly permits such acts notwithstanding
      this restriction, and then only to the extent so permitted;

  (d) circumvent, disable or tamper with the License Key mechanism or any other
      technical measure that controls access to or use of the Software, or use
      the Software without a valid License Key;

  (e) remove, obscure or alter any copyright, trademark or other proprietary
      notice in or on the Software, the Documentation or the
      THIRD_PARTY_NOTICES.txt file;

  (f) rent, lease, or operate the Software for timesharing, outsourcing or
      service bureau purposes for the benefit of any person who does not hold a
      valid license to the Software; or

  (g) use any Third Party Software except together with the Software.

2.5 Reservation of rights. PSR reserves all rights not expressly granted. PSR
and its licensors retain all right, title and interest in and to the Software,
the Documentation and all related Intellectual Property. Nothing in this
Agreement transfers ownership of anything to Licensee.

2.6 Notices. Licensee shall reproduce, on every copy of the Software it is
permitted to make, all copyright, trademark and other proprietary notices
contained in the original.

2.7 Third Party Software. The Software incorporates Third Party Software, each
component of which is licensed under its own terms. Those terms are reproduced
in full in the THIRD_PARTY_NOTICES.txt file distributed with the Software.
As to each such component, its own license terms govern and prevail over this
Agreement, and nothing in this Agreement limits, restricts or supersedes any
right Licensee has under them.


3. LICENSE KEYS

3.1 PSR issues License Keys in accordance with the Purchasing Documentation.
A License Key is Confidential Information of PSR and may not be shared with,
transferred to, or used by any person other than Licensee.

3.2 The Software validates the presence and scope of a License Key before
performing licensed operations. Licensee shall not circumvent or interfere with
that validation.

3.3 Licensee is responsible for using the Software only within the scope
recorded in its License Key and the Purchasing Documentation.


4. CONFIDENTIALITY

4.1 Each party shall use the other's Confidential Information only to exercise
its rights and perform its obligations under this Agreement, and shall protect
it with no less than a reasonable degree of care.

4.2 A recipient may disclose Confidential Information only to its employees and
contractors who need it for that purpose and who are bound by confidentiality
obligations no less protective than this Section.

4.3 These obligations do not apply to information that: (a) was already known
to the recipient without obligation of confidence; (b) is or becomes public
through no act of the recipient; (c) is independently developed by the
recipient without reference to the discloser's Confidential Information; or
(d) is rightfully obtained from a third party without restriction.

4.4 If a recipient is compelled by law or a competent authority to disclose
Confidential Information, it shall, unless legally prohibited, promptly notify
the discloser and disclose only what is legally required.

4.5 Each party acknowledges that damages may be an inadequate remedy for breach
of this Section and that the other party may seek injunctive relief.


5. LIMITED WARRANTY AND DISCLAIMER

5.1 PSR warrants that, for thirty (30) days from the Effective Date, the
Software will conform in all material respects to the Documentation. Licensee's
exclusive remedy, and PSR's entire obligation, for breach of this warranty is
that PSR will, at its option and expense, correct the reported non-conformity
or replace the Software.

5.2 PSR does not warrant that the Software will meet Licensee's requirements,
operate uninterrupted or error-free, achieve any particular performance level,
or operate in combination with hardware, software, systems or data not
expressly specified by PSR in writing. PSR is not responsible for problems
arising from use of the Software outside this Agreement or the Documentation,
from modifications not made by PSR, or from causes outside ordinary use.

5.3 EXCEPT AS EXPRESSLY SET OUT IN SECTION 5.1, THE SOFTWARE IS PROVIDED "AS
IS", AND PSR DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING,
USAGE OR TRADE PRACTICE.

5.4 THE SOFTWARE IS A DECISION-SUPPORT TOOL. LICENSEE IS SOLELY RESPONSIBLE FOR
THE INPUT DATA IT SUPPLIES, FOR VALIDATING THE RESULTS, AND FOR ANY DECISION
TAKEN IN RELIANCE ON THEM.


6. LIMITATION OF LIABILITY

6.1 IN NO EVENT WILL PSR BE LIABLE, UNDER ANY THEORY OF LIABILITY, FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR
FOR ANY LOSS OF DATA, REVENUE, PROFIT OR ANTICIPATED SAVINGS, ARISING OUT OF OR
IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, EVEN IF PSR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 PSR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO PSR
FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO THE LIABILITY.

6.3 Nothing in this Agreement excludes or limits either party's liability to
the extent such exclusion or limitation is not permitted by applicable law.


7. MAINTENANCE AND SUPPORT

7.1 Subject to payment of the applicable fees, PSR will provide maintenance and
support in accordance with its then-current support policy, as described in the
Purchasing Documentation.

7.2 Maintenance and support for an Evergreen License is included for the period
stated in Section 2.1 and renewable thereafter. For an Annual License it is
included for the license term.


8. FEES, TAXES AND VERIFICATION

8.1 Fees. All fees are as set out in the Purchasing Documentation and are
payable within the period stated on the applicable invoice. Except as expressly
provided, fees are non-refundable.

8.2 Taxes. Fees are exclusive of taxes. Licensee is responsible for all taxes,
duties and governmental charges arising from this Agreement, other than taxes
on PSR's net income.

8.3 Verification. On PSR's reasonable written request, and no more than twice
in any twelve-month period, Licensee shall certify in writing that its use of
the Software complies with this Agreement. If Licensee's use is found to exceed
its purchased licenses, Licensee shall promptly acquire the additional licenses
required.


9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues, for an
Evergreen License, in perpetuity, and for an Annual License, for the license
term stated in the Purchasing Documentation, unless terminated earlier.

9.2 Termination. Either party may terminate this Agreement if the other party
materially breaches it and fails to cure the breach within thirty (30) days of
written notice, or if the other party becomes insolvent or subject to
insolvency proceedings. PSR may terminate immediately, without a cure period,
if Licensee breaches Section 2.4 (Restrictions), Section 3 (License Keys) or
Section 4 (Confidentiality).

9.3 Effect of termination. On expiry or termination, all licenses granted to
Licensee terminate, and Licensee shall cease using the Software, remove it from
its systems, and either destroy or return all copies in its possession. Section
2.3 continues to apply to copies lawfully redistributed before termination.
Unpaid fees become immediately due.

9.4 Survival. Sections 1, 2.4, 2.5, 2.7, 4, 5.3, 5.4, 6, 8, 9.3, 9.4 and 10
survive expiry or termination.


10. GENERAL

10.1 Assignment. Licensee may not assign or transfer this Agreement, in whole
or in part, without PSR's prior written consent. A change of control of
Licensee is deemed an assignment for this purpose. Any attempted assignment in
breach of this Section is void.

10.2 Governing law and venue. This Agreement is governed by the laws of
Brazil, without regard to its conflict of
laws rules, and the parties submit to the exclusive jurisdiction of the courts
of Rio de Janeiro, RJ, Brazil. The United Nations
Convention on Contracts for the International Sale of Goods does not apply.

10.3 Export control and compliance. Licensee shall comply with all applicable
laws in its use of the Software, including export control and sanctions laws,
and shall not export, re-export or make the Software available to any person or
destination prohibited by those laws.

10.4 Notices. Notices under this Agreement must be in writing and sent to the
addresses in the Purchasing Documentation, and are deemed given on actual
delivery.

10.5 No waiver. A party's failure or delay in exercising a right is not a
waiver of it. No waiver is effective unless in writing and signed by the
waiving party.

10.6 Independent contractors. The parties are independent contractors. This
Agreement creates no partnership, joint venture or agency.

10.7 Severability. If any provision of this Agreement is held unenforceable,
that provision is modified to the minimum extent necessary to make it
enforceable, or if it cannot be so modified, severed, and the remaining
provisions continue in full force.

10.8 Force majeure. Neither party is liable for any delay or failure to perform
(other than a payment obligation) caused by an event beyond its reasonable
control.

10.9 Entire agreement. This Agreement is the entire agreement between the
parties regarding the Software and supersedes all prior or contemporaneous
proposals, understandings and communications on that subject, as well as the
terms of any purchase order or acknowledgement. It may be amended only in a
writing signed by both parties. If Licensee and PSR have entered into a signed
license agreement covering the Software, that agreement prevails over this one.


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Copyright (C) 1987-2026 PSR Soluções e Consultoria em Energia LTDA.
All rights reserved.

PSR Factory incorporates third-party software. See THIRD_PARTY_NOTICES.txt,
distributed with this package, for those components and their license terms.

Licensing enquiries: psrfactory@psr-inc.com
