END-USER SOFTWARE LICENSE AGREEMENT

Effective Date: 8/28/2025

Version: 1.2

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.

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 package selected at checkout (monthly or annual billing) or as otherwise agreed in writing. LICENSOR reserves the right to introduce additional subscription packages in the future, which may be subject to different pricing or terms.

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 five 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

The Software includes access to AI-powered features on an unlimited-use basis for all paying subscriptions. Credits are defined as 1 credit per 100 tokens. “Unlimited” refers to typical commercial use by a single customer or licensed team, and is capped at 100,000 credits per month. Credits do not rollover.

LICENSOR reserves the right to monitor LICENSEE’s usage. In cases of excessive, abnormal, or abusive activity that exceeds reasonable use patterns, LICENSOR may:

(a) temporarily throttle or suspend AI access,

(b) request usage adjustments,

(d) terminate access in accordance with this Agreement.

AI outputs are provided as-is, may contain inaccuracies, and should not be relied upon as the sole basis for investment or underwriting decisions. LICENSEE acknowledges that AI features are subject to this fair use policy and agrees not to intentionally circumvent usage caps.

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.

2.5 Trial Accounts (replace/expand existing)

Trial access is intended solely for evaluation by a single individual. Only one trial is permitted per user. Sharing, reusing, or creating multiple trials to bypass limitations is prohibited. LICENSOR may restrict, revoke, or terminate trial access at any time without notice.

Trial accounts are provided “as-is” and without any warranties, service levels, or data retention commitments. Any deal or business data stored by LICENSEE during a trial may be deleted, irretrievably lost, or made inaccessible at any time, and LICENSOR assumes no liability for such loss or unavailability. LICENSEE is solely responsible for exporting or backing up any data it wishes to retain prior to expiration or termination of the trial.

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 interval (monthly or annual) selected at checkout.

Certain early subscribers may be eligible for grandfathered pricing. Grandfathered pricing applies only to the original subscription package purchased, and only so long as LICENSEE maintains an active, uninterrupted subscription. Grandfathered pricing does not apply to future subscription packages, optional add-ons, or materially modified offerings. LICENSOR reserves the right to discontinue or adjust grandfathered pricing if continuation becomes commercially unreasonable.

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.

9.6 Trial Accounts

For trial accounts, LICENSOR disclaims all liability to the maximum extent permitted by law. LICENSOR is not liable for any loss, corruption, disclosure, or unavailability of data arising from use of the Software on a trial basis.

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 may also store user-generated business data (such as deal information) within cloud-hosted features like Deal Rooms. Deal data is encrypted in transit and at rest using industry-standard technologies (including TLS and Google Cloud KMS). Certain metadata, such as folder and Deal Room names, may be stored in human-readable form for organizational purposes.

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.

Section 11.3 – Data Security and Limitations

While LICENSOR employs commercially reasonable measures to protect stored data, including TLS and encryption at rest, no method of storage or transmission is 100% secure. LICENSEE acknowledges and agrees that LICENSOR does not guarantee absolute data security or successful restoration in all circumstances. LICENSEE is responsible for maintaining local backups and ensuring its Excel environment is properly configured for data restoration.

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:

(a) LICENSEE’s right to use the Software immediately ceases.

(b) LICENSEE must cease all use of LICENSOR’s confidential information and destroy or return copies upon request.

(c) If any data is stored in the platform, LICENSOR may provide a limited window (up to 30 days) to access or retrieve such data in its proprietary format, subject to an active Excel environment and proper use of the Add-in.

(d) LICENSEE acknowledges that deal data stored through the Service is maintained in a format designed for use solely within the Software, and LICENSOR has no obligation to provide data in an alternative or human-readable format.

(e) After the retrieval window expires, LICENSOR may delete stored data without liability.

For trial accounts, LICENSOR may delete all stored data immediately upon termination or expiration, without providing any retrieval window or notice.

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