END-USER License Agreement Terms and conditions

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 and (iv) any other features that the Licensor may create and implement from time to time that are included in the current subscription (the “Online Tools”). For the purposes of this Agreement, “you” or “Licensee” 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.

Intended Use & Scope. 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.

Therefore, subject to the terms of this Agreement, the Licensor grants the Licensee a royalty-free, non-exclusive, non-sublicensable unless specifically stated otherwise, license to possess and use the Software solely for its use as intended pursuant to this Agreement, for which the Scope shall not be exceeded.

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; No Redistribution. 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. The Licensee shall not sublicense, sell, rent, lease, distribute, or otherwise transfer the Software or any rights granted under this Agreement to any third party, except as expressly authorized in writing by the Licensor.

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.

No Unauthorized Access. The Licensee shall take all reasonable steps to prevent unauthorized access to, or use of, the Software and shall promptly notify the Licensor in writing of any unauthorized use or access.

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.

Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Licensee under this Agreement or prepared by Licensor in the course of providing access to the Software (collectively, the “Deliverables”) shall be owned exclusively 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, condition, or covenant 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, and/or return, 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, or returned. 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. This Agreement is governed by the laws of the State of Florida, without giving effect to the conflict of laws provisions to the extent such principles or rules would require or permit the laws of any jurisdiction other than the State of Florida to apply. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in the state of Florida, county of Miami-Dade. The parties irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Limited Warranty. LICENSOR, AND AUTHOR OF THE SOFTWARE, HEREBY EXPRESSLY DISCLAIM ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE.

Limitation of Liability. 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. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR, AS OF THE DATE OF THE CLAIM, FOR THE SOFTWARE.

Indemnification. Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, and agents from any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorney fees) arising out of or related to: 1) Licensee’s breach of this Agreement; 2) Licensee’s breach of any representation, warranty, or covenant pursuant to this Agreement; or 3) any unauthorized use or distribution of the Data or Software.

Non-Solicitation. During the term of this Agreement and for a period of two (2) years following its termination or expiration, the Licensee agrees not to directly or indirectly solicit, induce, or attempt to solicit or induce any customers or clients of Land Insights LLC, hereinafter referred to as the “Licensor,” for the purpose of providing goods or services that are competitive with those offered by the Licensor. Additionally, the Licensee agrees not to directly or indirectly solicit, induce, or attempt to solicit or induce any personnel, employees, or contractors of the Licensor to terminate or diminish their relationship with the Licensor for the purpose of engaging their services or employment with the Licensee or any third party. The obligations under this non-solicitation clause shall survive the termination or expiration of this Agreement.

Confidentiality. The Licensee agrees to maintain the strict confidentiality of all Confidential Information disclosed by the Provider. “Confidential Information” includes trade secrets, proprietary business operations, customer lists and customer lists, marketing strategies, and other non-public information. The Licensee shall not disclose or use the Confidential Information for any purpose other than as required for the intended purpose of this Agreement. The obligations of confidentiality shall survive the termination or expiration of this Agreement. The Licensor is not required to specifically designate or list in writing information that is Confidential. All information that to a reasonable sophisticated user that would be considered confidential, shall be protected under this Agreement.

Irreparable Harm. Licensee acknowledges and agrees that any breach of Confidentiality or Non-Solicitation of this Agreement will cause injury and irreparable harm to Licensor for which money damages would be an inadequate remedy and that, in addition to remedies at law, Licensor shall be entitled to equitable relief as a remedy for any such breach or potential breach, including, but not limited to, preliminary and final injunctive relief, enjoining and restraining such breach or threatened breach or intended breach. Licensee waives any claim or defense that Licensor has an adequate remedy at law in any such proceeding. Nothing in this Agreement shall limit the equitable or available remedies at law for Licensor.

WHITE LABEL TERMS. This section outlines additional terms and conditions that apply specifically to Licensees who have opted for the white labeling option in their checkout order. 

1.1 White Labeling Rights. Licensee, upon purchasing the white label option in the checkout page, shall have the right to rebrand and resell the licensed software under Licensee’s own brand name, subject to the terms and conditions outlined herein. In the event the customer did not purchase the rebranding option, the Licensee shall only have the right to sublicense and resell the software. 

1.2 Modification of Terms. The terms related to sublicensing and the number of copies permitted per use may be modified under this section for Licensees who have purchased the white label option. Licensee acknowledges and agrees that the terms set forth in this section shall control in the event of any inconsistency with the general terms and conditions of the EULA. 

1.3 Acceptance. By purchasing the white label option, Licensee acknowledges that they have read, understood, and agreed to be bound by the terms of this section in addition to the general terms and conditions of the EULA.

1.4 Sub-customer Compliance. Licensee, as a white label customer, shall ensure that any subcustomers to whom it sublicenses or distributes the licensed software are bound by the terms and conditions of this EULA. Licensee agrees to take reasonable measures to enforce compliance with the EULA by its sub-customers. Subcustomers shall only have the rights afforded to them in the general terms and conditions under this Agreement and shall not have any rights afforded to them pursuant to this section on white labeling. 

1.5 Indemnification. Licensee agrees to indemnify, defend, and hold harmless the Licensor and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: a) any breach of this EULA by Licensee or its sub-customers; b) any unauthorized use, reproduction, or distribution of the licensed software by Licensee or its sub-customers; and c) any claim that the licensed software infringes or misappropriates the intellectual property rights of any third party. 

1.6 Representations and Warranties. Licensee represents and warrants that: a) it has the full right, power, and authority to enter into this EULA and to perform its obligations hereunder; b) it will obtain all necessary consents and permissions from its sub-customers to bind them to the terms and conditions of this EULA; and c) it will take all reasonable measures to ensure that its sub-customers comply with the terms and conditions of this EULA. 

1.7 Termination Rights. In the event of any breach or non-compliance by Licensee or its sub-customers with the terms and conditions of this EULA, Licensor shall have the right to terminate this EULA and revoke Licensee’s white label rights immediately upon written notice to Licensee. Upon termination, Licensee shall immediately cease all use of the licensed software and shall destroy or return all copies of the licensed software in its possession or control. 

1.8 Audit Rights. Licensor shall have the right, upon reasonable notice and during normal business hours, to audit Licensee’s records, systems, and facilities to verify Licensee’s compliance with the sublicensing provisions of this EULA. Licensee shall cooperate fully with Licensor’s audit and provide access to all relevant records and information. Any such audit shall be conducted at Licensor’s expense, unless the audit reveals a material breach of this EULA by Licensee, in which case Licensee shall reimburse Licensor for all reasonable audit costs.

1.9 Quality Control. Licensee shall ensure that any white-labeled versions of the licensed software meet the quality standards and specifications prescribed by the Licensor. Licensee shall promptly address any quality issues or defects reported by its sub-customers and shall provide necessary support and updates to maintain the functionality and performance of the white-labeled software. 

1.10 Support and Maintenance. Licensee shall be responsible for providing first-line support to its sub-customers regarding the white-labeled software, including addressing inquiries, troubleshooting issues, and providing basic assistance. Licensee shall escalate unresolved technical issues or support requests to the Licensor as necessary and shall ensure that its sub-customers comply with any support and maintenance obligations specified by Licensor. 

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 accessing the Data and using the Software, Licensee expressly agrees to be bound by all the terms and conditions set forth in this Agreement. If Licensee does not agree with any of the terms or conditions, they must immediately cease using the Data and notify Provider in writing.

Assignment of Licensor. The Licensor may assign this Agreement, in whole or in part, to any entity in the event of a merger, acquisition, change of control, or other transfer of substantially all of its assets or business related to this Agreement. The Licensee agrees that, in the event of such assignment, the rights and obligations of the Licensor under this Agreement shall be assumed by the assignee, and the Licensee hereby consents to such assignment.

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.

Updates or Amendments. Any updates or amendments to this Agreement shall be provided to the Licensee in writing with reasonable advanced notice of the updated terms.

Notice. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses set forth above (or to such other address that the receiving party may designate from time to time in accordance with this Section).