END-USER SOFTWARE LICENSE AGREEMENT
Effective Date: 2/20/2026
Version: 1.5
This End-User Software License Agreement (the “Agreement”) is made by and between Pro Formance CRE, LLC (“LICENSOR”) and the individual or entity completing the checkout process on this website (“LICENSEE”). LICENSOR and LICENSEE may be referred to collectively as the “Parties.” This Agreement is executed electronically; LICENSEE’s electronic acceptance is intended to have the same legal effect as a handwritten signature.
1. DEFINITIONS
1.1 “Software”
Means the Pro Formance CRE Excel Office Add-in (the “Add-in”) for Microsoft Excel, along with associated cloud-based platform components, including but not limited to Cloud Deal Rooms, shared template repositories, and data processing engines, and any subsequent error corrections, updates, or modifications supplied to LICENSEE by LICENSOR under this Agreement. The specific features and functionalities accessible to LICENSEE are determined by the Subscription Plan purchased.
1.2 “Documentation”
Means all manuals, user guides, online help files, knowledge base articles, and other materials furnished electronically by LICENSOR describing the functionality, features, or operation of the Software.
1.3 “License Fee”
Means the subscription fee or other consideration specified at checkout and confirmed in the purchase receipt.
1.4 “Subscription Plan”
Means the specific subscription package selected by LICENSEE at checkout (specifically “The Analyst,” “The Associate,” or “The Director”), which defines the scope of accessible features, AI credit allocations, collaboration capabilities, and the duration of the subscription (the “Subscription Term”).
1.5 “Multifamily Pro Forma”
Refers to an entirely separate Excel-based product offered by LICENSOR under distinct terms. It is not included in the Software licensed under this Agreement.
1.6 “Deal Team”
Means a single, cohesive group of Authorized Users working under LICENSEE’s account who collaborate on a unified pipeline of deals. A Deal Team is defined by the utilization of a single, shared data environment and pipeline within the Software. Distinct business units, separate regional offices, or groups managing entirely separate Profit & Loss (P&L) pipelines are considered separate Deal Teams.
2. LICENSE GRANT
2.1 Access and Use
Subject to this Agreement and payment of the applicable License Fee, LICENSOR grants LICENSEE a non-exclusive, non-transferable, revocable right to access and use the features of the Software included in the selected Subscription Plan. LICENSEE’s right to access and use the Software continues only for the duration of the active Subscription Term and automatically terminates upon cancellation or non-payment.
2.2 Team License Scope and Unlimited Seats
(a) Unlimited Seats. The License granted herein allows LICENSEE to register an unlimited number of Authorized Users under a single Subscription Plan, provided all such Authorized Users constitute a single Deal Team as defined in Section 1.6.
(b) Single Pipeline Restriction. All Authorized Users under this Agreement must share access to the same deal pipeline and data repository. LICENSEE may not use a single subscription to service multiple, distinct teams, departments, or regional offices that operate independently of one another.
(c) Enterprise and Multi-Team Usage. Mid-sized and Large entities with multiple pipeline requirements (e.g., a firm with distinct "New York" and "Los Angeles" teams, or separate "Multifamily" and "Industrial" divisions managing separate pipelines) must purchase a separate License for each Deal Team or contact LICENSOR for an Enterprise Agreement.
(d) Verification. LICENSOR reserves the right to review usage patterns. If usage suggests a violation of the Single Pipeline Restriction (e.g., data segregation indicative of multiple distinct business units sharing one account), LICENSOR may require LICENSEE to transition to an Enterprise plan or purchase additional licenses.
2.3 Subscription Tier Feature Scope
Access to features is restricted based on the Subscription Plan selected by LICENSEE:
(a) Tier 1: The Analyst. Access is limited to individual data processing and visualization tools, including Unlimited Document Digitization (Rent Roll and T-12 Processing), Waterfall Calculator, Data Visualization, Data Validation, Instant OM & Setup Entry, Custom Templates, the Pulse Tracker, and basic AI assistance (Smart Deal Chat) subject to credit limits defined in Section 2.4.
(b) Tier 2: The Associate. Includes all features of The Analyst, plus Team Operations capabilities including Cloud Deal Rooms, Team Asset Synchronization, Shared Templates, Shared Excel Models, Standard Deck Builder, Sensitivity Analysis, Goal Seek, Scenario Snapshots, Summary Dashboard, and expanded AI assistance (Enhanced Deal Chat) subject to credit limits defined in Section 2.4.
(c) Tier 3: The Director. Includes all features of The Associate, plus advanced AI and Strategic Insight tools including the Deep Research Agent, Narrative Synthesis, Investment Memo Writer, Custom Slide Deck Integration (file upload capabilities for the Presentation Builder), and the highest AI credit limits defined in Section 2.4.
2.4 AI Feature Usage and Credits
The Software includes access to AI-powered features. Usage is subject to the following conditions:
(a) Aggregate Credit Allocations. AI usage is metered via credits (1 credit per 100 tokens). The credit limits below apply to the Subscription Plan as a whole, not per individual user. All Authorized Users on the Team draw from this shared pool of credits.
The Analyst: Includes a shared pool of 5,000 credits per month, limited to basic Smart Deal Chat.
The Associate: Includes a shared pool of 10,000 credits per month for Enhanced Deal Chat.
The Director: Includes a shared pool of 50,000 credits per month, which unlocks advanced intelligence features including Deep Research Agents and Narrative Synthesis.
(b) Overage. Credits reset monthly and do not roll over. If the Deal Team collectively exceeds the allocated limit, AI features will be suspended for all users on the team until the next billing cycle or an upgrade is purchased.
2.5 Trial Accounts
Trial access is intended solely for evaluation by a single individual and is subject to the following limitations:
(a) Limited Scope. Trials are provided “as-is” without any warranties, service levels, or data retention commitments. Access to features may be restricted.
(b) AI Feature Limitations. Access to AI features during a trial is strictly limited by a cap on tokens or credits, as specified within the Software.
(c) Data Loss. Any data stored during a trial may be irretrievably deleted at any time without notice. LICENSOR assumes no liability for such loss. LICENSEE is solely responsible for exporting any data before the trial ends.
(d) Abuse. Creating multiple trials or using aliases to bypass limitations is prohibited and may result in immediate termination of access.
2.6 Cloud Deal Rooms and Collaboration
If LICENSEE subscribes to "The Associate" or "The Director" plan, LICENSEE may utilize Cloud Deal Rooms to share deal data, templates, and models with other authorized users.
(a) Shared Data. LICENSEE acknowledges that placing data (including Rent Rolls, T-12s, and Excel Models) into a Cloud Deal Room makes that data accessible to other users invited to that Deal Room. LICENSOR is not responsible for data exfiltration or unauthorized sharing performed by members of LICENSEE’s team or invited third parties.
(b) Shared Templates. Templates and category memories shared via Deal Rooms are accessible to all users within that specific Room.
3. PROVISION OF ACCESS AND DOCUMENTATION
3.1 Access to Software
Upon successful subscription activation, LICENSOR will provide the necessary credentials to access the Software. No on-premise delivery of code is contemplated.
3.2 Documentation
LICENSOR will make current Documentation available via online resources.
4. MODIFICATIONS AND UPDATES
4.1 Error Corrections and Updates
LICENSOR will provide updates to the Software at its discretion. LICENSEE must maintain an active subscription to receive them.
4.2 Feature Enhancements
LICENSOR may, at its sole discretion, implement requested enhancements.
4.3 Title to Modifications
All updates and modifications to the Software remain the sole property of LICENSOR.
5. RESTRICTIONS AND COPIES
5.1 No Unauthorized Copies or Distribution
LICENSEE shall not copy, distribute, or reproduce the Software or Documentation.
5.2 Printed Matter
LICENSEE may print necessary portions of Documentation for internal reference only.
5.3 Pro Forma Not Included
The Multifamily Pro Forma is sold under a separate agreement.
6. LICENSE FEES AND PAYMENT
6.1 Payment Terms
LICENSEE shall pay the License Fee according to the billing interval selected. Grandfathered pricing may apply to certain early subscribers for their original Subscription Plan only and is subject to discontinuation if it becomes commercially unreasonable for LICENSOR.
6.2 Taxes
LICENSEE is responsible for all applicable taxes.
6.3 Refund Policy
Annual Subscriptions: Full refund if requested within 30 days of purchase.
Monthly Subscriptions: Full refund if requested within 3 days of purchase.
7. PROTECTION OF SOFTWARE
7.1 Proprietary Notices
LICENSEE shall not remove any copyright, trademark, or proprietary notice.
7.2 No Reverse Engineering
LICENSEE shall not modify, reverse engineer, decompile the Software, or attempt to derive its source code.
7.3 Ownership
All rights, title, and interest in the Software remain with LICENSOR.
8. CONFIDENTIALITY
8.1 Confidential Information
LICENSEE acknowledges the Software and Documentation are LICENSOR’s confidential information and shall use reasonable care to protect it.
8.2 Exclusions
Confidentiality obligations do not apply to information that is public, already known, lawfully obtained, or independently developed.
8.3 Survival
Confidentiality obligations survive termination of this Agreement.
9. WARRANTIES AND LIABILITY
9.1 Ownership
LICENSOR warrants it has the right to grant the license herein.
9.2 Limited Warranty
During the Subscription Term, LICENSOR warrants that the Software will perform substantially as described in the Documentation for the features included in LICENSEE's purchased Subscription Plan (Analyst, Associate, or Director). LICENSOR does not guarantee uninterrupted or error-free operation.
9.3 Remedy
If the Software fails to conform to the limited warranty, LICENSOR shall (a) use reasonable efforts to remedy the nonconformance, or (b) allow LICENSEE to terminate and receive a pro rata refund.
9.4 Disclaimer of Other Warranties
EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.5 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR IS NOT LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. LICENSOR’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
9.6 Trial Accounts
For trial accounts, LICENSOR disclaims all liability to the maximum extent permitted by law, including for any loss or unavailability of data.
10. INDEMNIFICATION
10.1 By LICENSOR
LICENSOR shall indemnify LICENSEE for any third-party claim alleging infringement of a U.S. copyright by the unmodified Software.
10.2 Remedies
If a claim arises, LICENSOR may (a) procure the right for continued use, (b) modify the Software, or (c) terminate the subscription and provide a pro rata refund.
10.3 By LICENSEE
LICENSEE shall indemnify LICENSOR for claims arising from LICENSEE’s breach of this Agreement.
11. PRIVACY AGREEMENT
11.1 Information Collected
LICENSOR may collect personal and business data as described in its Privacy Policy. Deal data is encrypted in transit and at rest. Certain metadata may be stored in human-readable form.
11.2 Use of Information
LICENSOR uses collected information to provide and improve the Software and will not share it for third-party marketing without consent.
11.3 Data Security and Limitations
LICENSEE acknowledges that no method of storage is 100% secure. LICENSOR does not guarantee absolute data security or successful restoration. LICENSEE is responsible for maintaining local backups.
12. TERM AND TERMINATION
12.1 Term
This Agreement is effective for the Subscription Term and any renewals.
12.2 Termination for Breach
Either Party may terminate for a material breach that is not cured within 30 days.
12.3 Termination for Convenience
LICENSEE may terminate its subscription at any time.
12.4 Effect of Termination
Upon termination, LICENSEE’s rights to use the Software cease. LICENSOR may provide a limited 30-day window to retrieve data for paying accounts. For trial accounts, all data may be deleted immediately without notice.
13. POST-TERMINATION OBLIGATIONS
Obligations concerning confidentiality, indemnities, and disclaimers survive termination.
14. INFRINGEMENTS AND ENFORCEMENT
LICENSOR has sole discretion over pursuing infringement claims.
15. FORCE MAJEURE
Neither Party is liable for delays due to events beyond its reasonable control.
16. NOTICES
All notices must be in writing and delivered by email or recognized courier.
17. JURISDICTION AND DISPUTES
This Agreement is governed by Texas law. Disputes shall be brought in courts located in Texas.
18. SUCCESSORS AND ASSIGNMENT
LICENSEE may not assign rights without LICENSOR’s written consent, except in a sale of all of LICENSEE’s assets.
19. WAIVER AND SEVERABILITY
No waiver of a breach is a waiver of subsequent breaches. If any provision is invalid, the remainder stays in effect.
20. ENTIRE AGREEMENT
This Agreement and any referenced policies constitute the entire agreement.
21. ELECTRONIC ACCEPTANCE
By clicking “I Agree,” LICENSEE acknowledges reading, understanding, and agreeing to be bound by this Agreement.
Pro Formance CRE, LLC
13766 Grayhawk Blvd, Frisco TX
Email: support@proformancecre.com
LICENSEE
Address: As provided at checkout
Email: As provided at checkout