SOFTWARE LICENSE AGREEMENT

This Software License Agreement ("Agreement") is entered into by and between Software Republic, LLP ("Licensor"), and the end user or entity that will be using the software ("Licensee").

1. DEFINITIONS

1.1 "Software" means the subscription-based software program, including any updates, patches, and modifications.

1.2 "Subscription Key" means the unique code provided to Licensee to access and use the Software on a single device.

1.3 "Subscription" means the period during which Licensee has paid for access to the Software.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement and payment of the applicable subscription fees, Licensor grants Licensee a non-exclusive, non-transferable, revocable, limited license to use the Software during the Subscription term.

2.2 Licensee agrees not to reverse engineer, decompile, disassemble, or attempt to extract the source code from the Software.

2.3 Licensee may not rent or lease the SOFTWARE.

3. SUBSCRIPTION

3.1 Licensee agrees to pay the subscription fees as specified. Failure to pay the fees may result in the termination of this Agreement.

3.2 The Subscription term begins on the date of payment and continues until the term expiration.

4. SUPPORT AND MAINTENANCE

Licensor may provide support and maintenance during the Subscription term. Licensee agrees to comply with any support and maintenance terms.

5. INTELLECTUAL PROPERTY

5.1 Licensee acknowledges that Licensor owns all rights, title, and interest in the Software, including all intellectual property rights.

5.2 Licensee agrees not to remove or alter any copyright, trademark, or proprietary rights notices contained in the Software.

6. TERMINATION

6.1 This Agreement will be terminated upon the expiration of the Subscription term.

7. DISCLAIMER OF WARRANTIES

7.1 THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 IN NO EVENT SHALL SOFTWARE REPUBLIC OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SOFTWARE REPUBLIC PRODUCT, EVEN IF SOFTWARE REPUBLIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. LIMITATION OF LIABILITY

8.1 LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

10. ENTIRE AGREEMENT

This Agreement represents the entire understanding between the parties concerning the Software and supersedes all prior agreements, whether written or oral.

11. ACCEPTANCE

By installing or using the Software, Licensee accepts and agrees to be bound by the terms and conditions of this Agreement.

RainCAD™ and Pro Contractor Studio™ are trademarks of Software Republic, L.L.P.

This agreement shall be construed, interpreted and governed by the laws of the State of Texas. You agree that this is the complete and exclusive statement of this agreement which supersedes any prior agreement or other communication between us on this subject.