================================================================================ PNT AUTO GLASS DISPATCH END USER LICENSE AGREEMENT (EULA) Version 1.0 — [EFFECTIVE DATE] ================================================================================ >>> TEMPLATE NOTICE — NOT LEGAL ADVICE. This document is a comprehensive >>> starting template. It has not been reviewed for your jurisdiction. Before >>> distributing or selling the Software, have a licensed attorney review, >>> complete, and finalize it, and replace every [BRACKETED] placeholder. Pro >>> Nova Technologies Inc. and the drafter make no warranty that this template >>> is sufficient, current, or enforceable for your situation. This End User License Agreement ("Agreement") is a binding contract between you ("Licensee", "you"), an individual or single business entity, and Pro Nova Technologies Inc., an Idaho corporation ("Licensor", "we", "us"), for the PNT Auto Glass Dispatch software product, including its executables, libraries, data files, updates, and documentation (collectively, the "Software"). BY INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO THIS AGREEMENT, THE TERMS OF SERVICE, AND THE PRIVACY NOTICE ACCOMPANYING THE SOFTWARE (each incorporated by reference; copies are installed with the Software and available in the application under "Legal"). IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE. If you accept on behalf of an entity, you represent that you are authorized to bind that entity. -------------------------------------------------------------------------------- 1. DEFINITIONS -------------------------------------------------------------------------------- "Documentation" means the user materials we provide. "Installation" means one deployment of the Software to one server/site. "Order" means the ordering document, invoice, or subscription under which you obtain the Software. -------------------------------------------------------------------------------- 2. LICENSE GRANT -------------------------------------------------------------------------------- Subject to this Agreement and payment of all applicable fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software, in object-code form, on servers and devices Licensee owns or controls, solely for Licensee's internal business operations, up to the number of Installations/sites specified in the Order. -------------------------------------------------------------------------------- 3. LICENSE RESTRICTIONS -------------------------------------------------------------------------------- Except as expressly permitted here, as permitted by an included open-source component's own license, or as applicable law prohibits restricting, Licensee shall not: (a) resell, sublicense, rent, lease, lend, distribute, or provide the Software to or for third parties, or operate it as a service bureau, hosting, or SaaS offering for third parties; (b) reverse engineer, decompile, disassemble, or attempt to derive source code, except to the extent this restriction is unenforceable under applicable law; (c) modify, translate, or create derivative works of the Software; (d) remove, alter, or obscure any proprietary, copyright, trademark, or attribution notices; (e) use the Software to develop a competing product; (f) circumvent any license, usage, or technical limits; or (g) exceed the licensed number of Installations. -------------------------------------------------------------------------------- 4. UPDATES AND SUPPORT -------------------------------------------------------------------------------- Any updates, upgrades, or patches Licensor provides are part of the "Software" and governed by this Agreement. Support and maintenance, if any, are described in the Terms of Service or the Order. Licensor is not obligated to provide updates or support except as expressly stated there. -------------------------------------------------------------------------------- 5. OWNERSHIP -------------------------------------------------------------------------------- The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software and all intellectual property rights therein. No rights are granted except as expressly stated. Licensee retains all right, title, and interest in Licensee's own business data entered into the Software ("Licensee Data"). -------------------------------------------------------------------------------- 6. FEEDBACK -------------------------------------------------------------------------------- If Licensee provides suggestions or feedback about the Software, Licensor may use them for any purpose without obligation or compensation to Licensee. -------------------------------------------------------------------------------- 7. THIRD-PARTY / OPEN-SOURCE COMPONENTS -------------------------------------------------------------------------------- The Software includes third-party open-source components licensed under their own permissive terms (MIT, Apache License 2.0, BSD, the PostgreSQL License, and the public domain), identified in "third-party-notices.txt" accompanying the Software. Those components are governed by their respective licenses, and nothing in this Agreement limits your rights or expands your obligations under them. -------------------------------------------------------------------------------- 8. THIRD-PARTY SERVICES AND INTEGRATIONS -------------------------------------------------------------------------------- The Software can interoperate with third-party services (for example, a VIN lookup service, a mapping/geocoding service, and email/SMS gateways that Licensee configures with its own accounts). Those services are provided by third parties under their own terms, are not part of the Software, and Licensor is not responsible for them. Licensee is responsible for its use of and compliance with those services' terms. See the Privacy Notice for what data those integrations transmit. -------------------------------------------------------------------------------- 9. LICENSEE RESPONSIBILITIES; COMPLIANCE WITH LAW -------------------------------------------------------------------------------- Licensee is solely responsible for: (a) the servers, devices, network, operating system, and infrastructure on which the Software runs, and for securing, backing up, and restoring them and the Licensee Data; (b) its user accounts and credentials; (c) the accuracy and lawfulness of Licensee Data; and (d) complying with all laws applicable to its use, including privacy/data-protection laws and, where the Software's messaging features are used, laws governing email and text messaging to consumers (e.g., the U.S. TCPA and CAN-SPAM Act), including consent and opt-out requirements. -------------------------------------------------------------------------------- 10. DISCLAIMER OF WARRANTIES -------------------------------------------------------------------------------- THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT DATA WILL NOT BE LOST OR CORRUPTED. LICENSEE ASSUMES THE ENTIRE RISK AS TO QUALITY, PERFORMANCE, AND RESULTS. -------------------------------------------------------------------------------- 11. LIMITATION OF LIABILITY -------------------------------------------------------------------------------- TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) LICENSOR'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE AMOUNTS PAID BY LICENSEE FOR THE SOFTWARE IN THE [TWELVE (12) MONTHS] BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR [USD $100]. THESE LIMITS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITS, SO SOME OF THE ABOVE MAY NOT APPLY. -------------------------------------------------------------------------------- 12. INDEMNIFICATION -------------------------------------------------------------------------------- Licensee will defend, indemnify, and hold harmless Licensor and its officers, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable costs (including attorneys' fees) arising out of or related to: (a) Licensee Data; (b) Licensee's use of the Software in violation of this Agreement or applicable law; or (c) Licensee's communications with its customers (including email/SMS). -------------------------------------------------------------------------------- 13. TERM AND TERMINATION -------------------------------------------------------------------------------- This Agreement is effective until terminated. It terminates automatically if Licensee breaches it and fails to cure within [thirty (30) days] of notice (where cure is possible). On termination, Licensee must cease using and remove all copies of the Software. Sections 3, 5, 6, 10, 11, 12, and 14 survive. -------------------------------------------------------------------------------- 14. GENERAL -------------------------------------------------------------------------------- 14.1 Export. Licensee will comply with all applicable export-control and sanctions laws and will not export or use the Software in violation of them. 14.2 U.S. Government. The Software is "commercial computer software"; U.S. Government users receive only the rights granted here. 14.3 Assignment. Licensee may not assign this Agreement without Licensor's prior written consent; Licensor may assign it in connection with a merger or sale. 14.4 Governing Law; Venue. This Agreement is governed by the laws of the State of [Idaho], USA, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. The exclusive venue is the state or federal courts in [___ County, Idaho], and the parties consent to that jurisdiction. [OPTIONAL: dispute resolution / arbitration clause — consult counsel.] 14.5 Entire Agreement; Order of Precedence. This Agreement, together with the Terms of Service, the Privacy Notice, and any signed Order, is the entire agreement regarding the Software. In case of conflict, a signed Order controls, then this Agreement, then the Terms of Service. 14.6 Severability; Waiver. If any provision is unenforceable, the rest remain in effect. No waiver is effective unless in writing. Pro Nova Technologies Inc. — support@pronovatech.com ================================================================================