FOCELA TECHNOLOGIES INTERNAL USE ONLY LICENSE AGREEMENT

Copyright (c) 2024 Focela Technologies. All rights reserved.

Permission is hereby granted to employees or authorized personnel of Focela Technologies (the "Company") to use this
software solely for internal business purposes within the Company, including development, testing, and operational
environments.

THE FOLLOWING RIGHTS AND RESTRICTIONS APPLY:

1. Definitions
   - Software: Refers to the executable files, source code, related documentation, and any updates provided under this
   agreement.
   - Employee: Any person officially employed by Focela Technologies, whether full-time, part-time, or contract-based.
   - Authorized Personnel: Third parties granted explicit written permission by Focela Technologies to use this software
   within the scope of their contractual obligations to Focela Technologies.

2. Scope of Use
   This software is licensed strictly for internal business use within Focela Technologies, including development,
   testing, and operational environments. Authorized Personnel may use the software only within the scope of their
   contractual obligations to Focela Technologies.

3. Rights and Restrictions
   - Employees of Focela Technologies are granted the right to use this software solely for internal business purposes.
   - It is strictly prohibited to copy, distribute, disclose, resell, or use this software outside the scope of Focela
   Technologies without explicit written permission.
   - Modifying, reverse engineering, decompiling, or creating derivative works based on this software is strictly
   forbidden unless explicitly authorized by Focela Technologies in writing.
   - Use of the software to process, store, or transmit sensitive data or third-party information without prior written
   approval is prohibited.

4. Confidentiality
   This software and any related source code are the exclusive and confidential property of Focela Technologies. Users
   are obligated to maintain the confidentiality of this software and shall not disclose it to any third party. Any
   breach of confidentiality, including sharing or leaking the source code, will result in legal liability.

   Users must take all reasonable security measures to protect the confidentiality of the Software, including but not
   limited to, restricting access to authorized personnel, utilizing secure storage, and reporting any suspected breach
   to Focela Technologies immediately.

5. Ownership
   Focela Technologies retains all intellectual property rights to this software, including all copies, versions, and
   related documentation.

6. Monitoring and Audit
   Focela Technologies reserves the right to monitor the use of this software to ensure compliance with this agreement.
   Monitoring will be conducted in accordance with applicable privacy laws and company policies.

7. Termination of License
   - This license will automatically terminate when an employee ceases employment with Focela Technologies or an
   authorized personnel's agreement is terminated.
   - Upon termination, all copies of the software must be deleted or returned to Focela Technologies immediately.
   - Employees and Authorized Personnel must ensure that no copies of the Software, documentation, or related
   intellectual property remain in their possession after termination. Any continued use after termination is considered
   unauthorized and subject to legal action.

8. Consequences of Breach
   Any violation of this agreement may result in disciplinary actions, termination of employment, legal proceedings,
   and/or claims for damages in accordance with applicable laws.

9. Limitation of Liability
   Focela Technologies shall not be held responsible for any damages, losses, or liabilities arising from the improper
   use of this software or use outside the defined scope.

10. Updates and Maintenance
    Focela Technologies may, at its sole discretion, provide updates, patches, or maintenance for the Software. Users
    are required to install such updates within a reasonable timeframe when instructed to do so by the Company. Focela
    Technologies is not obligated to provide continuous support or specific features in future updates.

11. Data Privacy
    Users acknowledge that their use of the Software may be monitored by Focela Technologies. Any personal data
    collected during such monitoring will be handled in accordance with the Company's privacy policy and applicable data
    protection laws. Users should not input personal data unrelated to their work functions into the Software without
    authorization.

12. Export Compliance
    Users shall comply with all applicable export control laws and regulations when using the Software. The Software may
    not be exported or re-exported to countries or persons prohibited by applicable export laws and regulations.

13. Feedback and Suggestions
    Any feedback, suggestions, ideas, or recommendations provided by users regarding the Software shall automatically
    become the property of Focela Technologies without any obligation for compensation. Focela Technologies shall have
    the right to use such feedback for any purpose without restriction.

14. Modification of Agreement
    Focela Technologies reserves the right to update or modify the terms of this agreement at any time. Users will be
    notified of changes prior to their implementation.

15. Warranty Disclaimer
    THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
    THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL FOCELA
    TECHNOLOGIES BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR
    OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

16. Governing Law and Dispute Resolution
    This Agreement shall be governed by and construed in accordance with the laws of the applicable jurisdiction without
    regard to its conflict of law principles. Any disputes arising under or in connection with this Agreement shall be
    resolved through arbitration in a designated location, and the decision shall be binding upon both parties.

For inquiries or permissions, please contact: [email protected]