END-USER SOFTWARE LICENSE AGREEMENT
Effective Date: 5/16/2026
Version: 1.6
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 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 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, 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, subject to credit limits defined in Section 2.4.
(b) Tier 2: The Associate. Includes all features of The Analyst, plus Team Operations capabilities, 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, subject to 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 apply to the Subscription Plan as a whole, not per individual user.
The Analyst: Includes a shared pool of 5,000 credits per month.
The Associate: Includes a shared pool of 10,000 credits per month.
The Director: Includes a shared pool of 50,000 credits per month.
(b) Overage. Credits reset monthly and do not roll over. If the Deal Team collectively exceeds the allocated limit, AI features will be suspended until the next billing cycle.
(c) Right to Modify or Suspend AI Features. Notwithstanding any credit allocations stated herein, LICENSEE acknowledges that AI features rely on third-party APIs and variable token costs. LICENSOR reserves the absolute right to unilaterally reduce credit limits, substitute alternative AI models, or throttle, suspend, or permanently discontinue any or all AI features at its sole discretion, at any time, and without notice or liability, if maintaining such features becomes commercially unreasonable. Such modifications shall not constitute a breach of this Agreement nor entitle LICENSEE to a refund.
2.5 Trial Accounts
Trial access is intended solely for evaluation by a single individual. Trials are provided “as-is” without any warranties, service levels, or data retention commitments.
2.6 Cloud Deal Rooms and Collaboration
If LICENSEE subscribes to an applicable plan, LICENSEE may utilize Cloud Deal Rooms to share deal data. LICENSOR is not responsible for data exfiltration or unauthorized sharing performed by members of LICENSEE’s team or invited third parties.
3. PROVISION OF ACCESS AND DOCUMENTATION
3.1 Access to Software. Upon successful subscription activation, LICENSOR will provide 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. UPDATES AND MAINTENANCE MODE
4.1 Maintenance State. The Software is currently provided in a maintenance state ("as-is"). LICENSOR is under no obligation to provide ongoing updates, feature enhancements, error corrections, or bug fixes. If a technical issue or third-party platform update (e.g., Microsoft Excel updates) causes the Software to degrade or fail, LICENSOR's sole obligation—and LICENSEE's exclusive remedy—is to allow LICENSEE to terminate their subscription.
4.2 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 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.
6.2 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
LICENSEE shall not modify, reverse engineer, decompile the Software, or attempt to derive its source code. All rights, title, and interest in the Software remain with LICENSOR.
8. CONFIDENTIALITY
LICENSEE acknowledges the Software and Documentation are LICENSOR’s confidential information and shall use reasonable care to protect it.
9. WARRANTIES AND LIABILITY
9.1 As-Is Provision. During the Subscription Term, the Software is provided strictly in a maintenance state. LICENSOR warrants only that it will provide access to the Software "AS IS" and "AS AVAILABLE". LICENSOR does not guarantee uninterrupted, error-free operation, or that the Software will continue to function seamlessly with future updates to third-party platforms (such as Microsoft Excel).
9.2 Remedy. If the Software fails to operate entirely, LICENSOR’s sole obligation shall be to allow LICENSEE to terminate the Agreement and receive a pro-rata refund of prepaid, unused fees.
9.3 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.
9.4 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. INFRINGEMENT CLAIMS AND INDEMNIFICATION
10.1 Infringement Claims. If the Software becomes, or in LICENSOR's opinion is likely to become, the subject of an intellectual property infringement claim, LICENSOR may, at its sole discretion and expense: (a) procure the right for continued use, (b) modify the Software to make it non-infringing, or (c) terminate this Agreement and provide a pro-rata refund of prepaid, unused fees.
10.2 Entire Liability for IP Claims. THIS SECTION STATES LICENSOR'S ENTIRE OBLIGATION AND LIABILITY FOR ANY INFRINGEMENT CLAIMS. LICENSOR expressly disclaims any obligation to indemnify, defend, or hold LICENSEE harmless against third-party claims.
10.3 By LICENSEE. LICENSEE shall indemnify LICENSOR for claims arising from LICENSEE’s breach of this Agreement or misuse of the Software.
11. PRIVACY AGREEMENT
LICENSOR uses collected information to provide the Software. 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 by LICENSEE. LICENSEE may terminate its subscription at any time.
12.4 Termination for Convenience by LICENSOR (Sunset Clause). LICENSOR reserves the right to sunset the Software, discontinue specific Plans, or terminate this Agreement for convenience at any time upon thirty (30) days' written notice to LICENSEE. In the event of such termination, LICENSOR's sole liability shall be to issue a pro-rata refund for any prepaid, unused subscription fees.
12.5 Effect of Termination. Upon termination, LICENSEE’s rights to use the Software cease immediately.
13. MISCELLANEOUS
Obligations concerning confidentiality, indemnities, and disclaimers survive termination. This Agreement is governed by Texas law. Disputes shall be brought in courts located in Texas. By clicking “I Agree,” LICENSEE acknowledges reading, understanding, and agreeing to be bound by this Agreement.