END-USER SOFTWARE LICENSE AGREEMENT

Effective Date: 11/15/2025

Version: 1.3

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 folders and Deal Rooms for deal storage, 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 (e.g., Document Processing Plan, full-featured plan), which defines the scope of accessible features, usage limits, 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.

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 Per-License User Limit

Each purchased license of the Software allows up to five (5) authorized user email accounts. LICENSEE shall ensure that only these authorized individuals use the Software under each license and shall not share or transfer account access to any additional users without purchasing additional licenses.

2.3 Document Processing Plan Limitations

If LICENSEE selects the Document Processing Plan, access is restricted to a limited subset of features related to document analysis and data extraction, alongside certain core functionalities. This plan expressly excludes over twenty other features available in other Subscription Plans. A detailed list of included and excluded features for this plan is available on LICENSOR’s public-facing pricing page or in the Documentation.

2.4 AI Feature Usage

The Software may include access to AI-powered features, which are subject to the following conditions:

(a) Paid Subscriptions. For paying subscribers, AI feature usage is subject to a fair use policy. Credits are defined as 1 credit per 100 tokens. Usage is capped at 100,000 credits per month unless otherwise specified in the Subscription Plan. Credits do not roll over. LICENSOR reserves the right to monitor usage and may throttle, suspend, or offer a custom enterprise plan in cases of excessive or abusive activity.

(b) AI Outputs. AI-generated outputs are provided “as-is,” may contain inaccuracies, and should not be relied upon as the sole basis for business decisions.

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.

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. 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