END-USER SOFTWARE LICENSE AGREEMENT
Effective Date: 2/2/2025
Version: 1.0
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 any associated cloud-based platform components, and any subsequent error corrections, updates, or modifications supplied to LICENSEE by LICENSOR under this Agreement.
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 Term”
Means the period during which LICENSEE has paid for and is entitled to access and use the Software, as reflected in the subscription plan selected at checkout or as otherwise agreed in writing.
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
LICENSOR grants LICENSEE a nonexclusive, nontransferable, revocable right to access and use the Software (including the Add-in) as a service, subject to this Agreement. 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. Within that license limit, you may provision access for up to three individuals who will each have unique login credentials. LICENSEE shall ensure that only these authorized individuals use the Software under each license. LICENSEE shall not share, transfer, or provide account access to any additional users or entities without purchasing additional licenses or receiving LICENSOR’s written consent.
2.3 Exclusion of Multifamily Pro Forma
This Agreement does not grant LICENSEE any rights to the Multifamily Pro Forma or any other products not explicitly listed as part of the Software subscription. The Multifamily Pro Forma, if desired, must be purchased separately under a separate agreement.
2.4 AI Feature Usage and Credit System
If LICENSEE's selected subscription plan includes access to AI-powered features, usage is governed by a credit-based system where 1 credit equals 100 tokens of AI processing.
Plans labeled as “unlimited” include generous allowances, but are capped at 100,000 credits per billing cycle to ensure fair usage and service stability. This cap is intended to support normal commercial use by individual professionals or teams under a single license.
LICENSOR reserves the right to monitor LICENSEE’s usage. In cases of excessive, abnormal, or abusive activity that exceeds reasonable use patterns, LICENSOR may:
Temporarily throttle or suspend AI access,
Request usage adjustments,
Offer a custom enterprise plan, or
Terminate access in accordance with this Agreement.
LICENSEE acknowledges that AI features are subject to usage metering, and agrees not to intentionally circumvent credit limits or attempt to access AI services in a manner inconsistent with LICENSEE’s plan.
3. PROVISION OF ACCESS AND DOCUMENTATION
3.1 Access to Software
Upon LICENSEE’s successful purchase or subscription activation, LICENSOR will provide the necessary credentials to access the Software online. No physical or on-premise delivery of any code is required or contemplated under this Agreement.
3.2 Documentation
LICENSOR will provide or make available current Documentation via online resources (e.g., knowledge bases, help centers). LICENSOR may update the Documentation from time to time to reflect enhancements or changes in the Software.
4. MODIFICATIONS AND UPDATES
4.1 Error Corrections and Updates
LICENSOR will provide bug fixes, patches, and updates to the Software at its discretion and may apply these automatically. LICENSEE must maintain an active subscription and comply with this Agreement to receive updates.
4.2 Feature Enhancements
LICENSEE may request additional features or enhancements. LICENSOR, at its sole discretion, may implement such features and make them available broadly or selectively.
4.3 Title to Modifications
All updates, enhancements, or modifications to the Software remain the sole property of LICENSOR and are subject to the terms of this Agreement.
5. RESTRICTIONS AND COPIES
5.1 No Unauthorized Copies or Distribution
LICENSEE shall not copy, distribute, or otherwise reproduce the Software, its underlying code, or Documentation except as expressly allowed under this Agreement.
5.2 Printed Matter
LICENSEE shall not make or distribute printed versions of Documentation unless expressly authorized in writing by LICENSOR. LICENSEE may print necessary portions of Documentation for internal reference only.
5.3 Pro Forma Not Included
Any reference to “Multifamily Pro Forma” in marketing or Documentation does not grant LICENSEE rights to that product. The Pro Forma is sold under a separate arrangement.
6. LICENSE FEES AND PAYMENT
6.1 Payment Terms
LICENSEE shall pay the License Fee via Stripe or any method specified by LICENSOR. All payments must be in U.S. dollars, unless otherwise stated, and are due according to the billing cycle at checkout.
6.2 Taxes
LICENSEE is responsible for all applicable taxes (e.g., sales, use, value-added). If LICENSOR is required to collect taxes, those amounts will be added to LICENSEE’s invoice.
6.3 Refund Policy
Annual Subscriptions: Full refund if cancellation is requested within 30 days of purchase.
Monthly Subscriptions: Full refund if cancellation is requested within 3 days of purchase.
Refund requests must be submitted in writing to support@proformancecre.com and will be processed within 5 business days. Approved refunds will be issued to the original payment method.
7. PROTECTION OF SOFTWARE
7.1 Proprietary Notices
LICENSEE shall not remove or obscure any copyright, trademark, or proprietary notice contained in the Software or Documentation.
7.2 No Reverse Engineering
LICENSEE shall not modify, reverse engineer, disassemble, or decompile the Software or attempt to derive its source code.
7.3 Ownership
All rights, title, and interest in and to the Software remain with LICENSOR. LICENSEE acquires no ownership interest by using the Software.
8. CONFIDENTIALITY
8.1 Confidential Information
LICENSEE acknowledges that the Software and Documentation contain LICENSOR’s valuable confidential information. LICENSEE shall use at least a reasonable standard of care to protect LICENSOR’s confidential information.
8.2 Exclusions
Confidential obligations do not apply to information that becomes public without LICENSEE’s breach, is already in LICENSEE’s possession without obligation, is lawfully obtained from a third party, or is independently developed without reference to LICENSOR’s confidential information.
8.3 Survival
Confidentiality obligations survive termination or expiration of this Agreement.
9. WARRANTIES AND LIABILITY
9.1 Ownership
LICENSOR warrants it has sufficient rights to grant the license herein without violating any third-party rights.
9.2 Limited Warranty
During the Subscription Term, LICENSOR warrants that the Software, when accessed in accordance with the Documentation, will perform substantially as described therein. LICENSOR does not guarantee uninterrupted or error-free operation, and external factors (e.g., Microsoft platform changes, Squarespace or Stripe outages) may affect availability.
9.3 Remedy
If the Software fails to conform to the limited warranty and LICENSEE notifies LICENSOR in writing during the Subscription Term, LICENSOR shall (a) use reasonable efforts to remedy the nonconformance, or (b) allow LICENSEE to terminate and receive a pro rata refund for any unused portion of the Subscription Term.
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.
10. INDEMNIFICATION
10.1 By LICENSOR
LICENSOR shall indemnify LICENSEE for any third-party claim alleging infringement of a U.S. copyright by unmodified Software, provided LICENSEE promptly notifies LICENSOR and allows LICENSOR control of the defense.
10.2 Remedies
If a claim is likely or if the Software is held to infringe, LICENSOR may (a) procure the right for LICENSEE’s continued use, (b) modify the Software to avoid infringement, 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 or unauthorized use/modification of the Software.
11. PRIVACY AGREEMENT
11.1 Information Collected
LICENSOR may collect personal information (e.g., name, email) as described in its Privacy Policy. The Software does not store or retain any user-generated content or data processed during normal use.
11.2 Use of Information
LICENSOR uses collected information to provide and improve the Software. LICENSOR will not share LICENSEE’s information with third parties for their marketing without LICENSEE’s express consent.
12. TERM AND TERMINATION
12.1 Term
This Agreement is effective on the Effective Date and continues through the Subscription Term and renewals, unless terminated earlier.
12.2 Termination for Breach
Either Party may terminate if the other materially breaches and fails to cure within 30 days of notice.
12.3 Termination for Convenience
LICENSEE may terminate its subscription at any time via LICENSOR’s website or by contacting support, subject to cancellation policies and fees.
12.4 Effect of Termination
Upon termination:
LICENSEE’s right to use the Software immediately ceases.
LICENSEE must cease all use of LICENSOR’s confidential information and destroy or return copies upon request.
LICENSOR may provide a window for LICENSEE to export or retrieve data if any is stored on the platform.
13. POST-TERMINATION OBLIGATIONS
Obligations that naturally survive (e.g., confidentiality, indemnities, disclaimers) remain in effect after termination.
14. INFRINGEMENTS AND ENFORCEMENT
14.1 Infringements by Third Parties
LICENSOR has discretion over pursuing infringement claims. LICENSEE may notify LICENSOR of any suspected infringement but may not pursue claims independently without LICENSOR’s consent.
14.2 Cooperation
Both Parties shall cooperate in good faith in any infringement action. Unless otherwise agreed, the initiating Party retains recovered amounts.
15. FORCE MAJEURE
Neither Party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, labor stoppages, acts of God, Microsoft or Squarespace outages).
16. NOTICES
All notices must be in writing and delivered by email (with confirmation) or by recognized courier to the addresses designated by each Party.
17. JURISDICTION AND DISPUTES
This Agreement is governed by Texas law without regard to conflict-of-law principles. Any dispute will be brought in state or federal courts located in Texas. The Parties consent to jurisdiction and venue there.
18. SUCCESSORS AND ASSIGNMENT
This Agreement is binding upon the Parties and their successors. LICENSEE may not assign rights without LICENSOR’s written consent, except in a sale of all LICENSEE’s assets.
19. WAIVER AND SEVERABILITY
19.1 No Waiver
No waiver of a breach is a waiver of subsequent breaches.
19.2 Severability
If any provision is invalid, the remainder stays in effect.
20. ENTIRE AGREEMENT
This Agreement and any referenced policies (e.g., Privacy Policy) constitute the entire agreement about the Software. No modification is valid unless in writing and signed by both Parties.
21. ELECTRONIC ACCEPTANCE
By clicking “I Agree” at checkout, LICENSEE acknowledges reading, understanding, and agreeing to be bound by this Agreement. LICENSEE’s electronic acceptance is equivalent to a handwritten signature.
Pro Formance CRE, LLC
13766 Grayhawk Blvd, Frisco TX
Email: support@proformancecre.com
LICENSEE
Address: As provided at checkout
Email: As provided at checkout