END-USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON AND/OR USING THE ONLINE TOOLS, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT BE ALLOWED ACCESS TO THE ONLINE TOOLS.

This END-USER LICENSE AGREEMENT (this “Agreement”) sets forth the terms and conditions of your use of the accompanying online tools created by Licensor, including, but not limited to, the (i) Success Dashboard, (ii) downloadable documents, lists, and checklists, (iii) calculators, (iv) business plan, budget and cash flow worksheets, (v) action plan worksheets, (vi) call notes and transcriptions, (vii) artificial intelligence chatbot notes and recommendations and (viii) data entry worksheets (the “Online Tools”). For the purposes of this Agreement, “you” means you, the end user, and “Licensor” means Profit Leap Consulting LLC, a Florida limited liability company, and its subsidiaries and affiliates.

License Grant

Licensor hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Online Tools and related documentation (the “Documentation”) solely for the intended purposes of the Online Tools as set forth in the Documentation, according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute, sell, or sublicense the Online Tools or any rights therein without the express written consent of Licensor. You also may not use the Online Tools in a time-sharing arrangement or in any other unauthorized manner.

This Agreement entitles you to use one (1) copy/login/authorized use of the Online Tools and Documentation. You may not copy any part of the Online Tools except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. Further, no license is granted to you in the human readable code of the Online Tools (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Online Tools and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of the Online Tools.

You may not use the database portion of the Online Tools in connection with any software other than the Online Tools and Documentation. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Online Tools. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Online Tools and Documentation on any copies that you make.

This license is subject to the payment of all applicable fees, costs, and expenses.

No Assignment; No Transfer

You agree not to transfer or assign the Online Tools and/or this Agreement to another party without the prior written consent of Licensor. If such consent is given and you transfer or assign the Online Tools and/or this Agreement, then you must at the same time either transfer any copies of the Online Tools and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Online Tools or rights under this Agreement.

No Modification; No Reverse Engineering

You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Online Tools or assist someone in performing such prohibited acts.

Law; Import/Export Restrictions

You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Online Tools or any Documentation (or any copies thereof), or any products utilizing the Online Tools or any Documentation, in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

Title

You agree that Licensor owns and holds all right, title, and interest to the Online Tools and any Documentation, along with all subsequent copies thereof, regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Online Tools and any Documentation shall remain with Licensor, including all corrections, enhancements, or other modifications made thereto. The Online Tools and any Documentation are protected by copyright and other intellectual property laws and by international treaties. You shall not remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Online Tools and Documentation. All rights not expressly granted to you under this Agreement are reserved by Licensor.

Term and Termination

The initial term of this license is twelve (12) months from the date that you first use the Online Tools (the “Initial Term”). This Agreement shall automatically renew for subsequent twelve (12)-month terms (each, a “Renewal Term”, together with the “Initial Term”, a “Term”) unless Licensor has received advanced written notice of your intention to cancel your subscription at least ninety (90) days before the end of a Term. This license will expire (i) at the end of a Term if notice of intent to cancel the subscription is received by Licensor or (ii) when the license is earlier terminated. You may terminate this license at any time by certifying to Licensor, in writing, that you no longer intend to use the Online Tools and that, if applicable, all copies of the Online Tools and Documentation have been deleted or destroyed. Your license for the Online Tools will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, become insolvent, or are placed in receivership. Upon such termination, you agree to immediately (i) stop all use of the Online Tools and Documentation, (ii) delete and/or destroy, if applicable, all copies of the Online Tools and Documentation, and (iii) certify to Licensor, in writing, that, if applicable, all copies of the Online Tools and Documentation have been deleted or destroyed. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement. You will only be released from further payment of licensing fees if you provide written notice to Licensor of your intent to terminate the Online Tools service on the ninety (90)-day mark from your first use of the Online Tools.

Governing Law

The laws of the State of Florida shall govern the construction of this Agreement, and you agree to be subject to personal jurisdiction in the State of Florida for the purposes of enforcing the provisions of this Agreement.

Limited Warranty

Licensor warrants that for a period of thirty (30) days from the date of first use, the Online Tools, if operated as directed, will materially achieve the functionality described in any Documentation. Licensor does not warrant, however, that your use of the Online Tools will be uninterrupted or error-free and that the Online Tools and Documentation will be free of defects or viruses.

Licensor makes no warranty that the Online Tools and Documentation will meet your requirements or operate under your specific conditions of use. YOU MUST DETERMINE WHETHER THE ONLINE TOOLS SUFFICIENTLY MEET YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE ONLINE TOOLS TO MEET YOUR REQUIREMENTS. LICENSOR WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS, DAMAGE, OR THEFT OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.

Licensor's sole and exclusive liability for any breach of this warranty shall be, in Licensor's sole discretion, to make commercially reasonable efforts to (i) repair or correct your access to the Online Tools or (iii) to refund the license fee you paid for access to the Online Tools. Repaired or corrected Online Tools and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Online Tools.

Only if you inform Licensor of your problem with the Online Tools during the applicable warranty period and provide physical evidence of the date you purchased or obtained a license to the Online Tools will Licensor be obligated to honor this warranty. Licensor will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within thirty (30) days of being so notified.

All warranties cover only defects arising under normal use and do not include use in an environment or manner not originally contemplated by the Licensor, malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by Licensor to have been caused by you. This warranty shall not apply if the Online Tools are used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Online Tools were purchased with or designed to be used as described in the Documentation. All limited warranties on the Online Tools are granted only to you and are non-transferable. Any and all warranty liabilities will be subject to the provisions of Section 9 below.

THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE ONLINE TOOLS REMAINS WITH YOU.

Limitation of Remedies

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE ONLINE TOOLS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE ONLINE TOOLS.

Indemnification

You agree to defend, indemnify, and hold harmless Licensor, its suppliers, and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Online Tools or any breach by you of this Agreement.

Severability

In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

Entire Agreement

You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor and supersedes all proposals or prior agreements, oral or written, and all other communications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor.

Acknowledgment

By downloading, installing, or using any part of the Online Tools, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

Force Majeure

Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

Waiver

The failure or delay by Licensor to require performance of any provision of this Agreement does not constitute a waiver. All waivers by Licensor must be provided in writing and signed by Licensor in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.