End User License Agreement

1.1 License Grant

Subject to the terms and conditions of this Agreement, Prosperia CRM ("Company," "we," "us," or "our") hereby grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Prosperia CRM software application ("Software") and related services ("Services") for your internal business operations only.

1.2 Permitted Uses

You may use the Software and Services to:

• Manage your contractor business operations including client relationships, job scheduling, and project management
• Create, store, and manage business data including client information, estimates, invoices, and financial records
• Process payments and manage subscriptions through integrated payment processors
• Utilize mapping and measurement tools for job site analysis
• Access AI-powered business insights and automation features
• Communicate with clients through integrated email and SMS services

1.3 Prohibited Activities

You may NOT:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
• Modify, adapt, alter, translate, or create derivative works of the Software
• Rent, lease, lend, sell, sublicense, assign, or otherwise transfer the Software or your rights under this Agreement
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Use the Software for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to any portion of the Software or related systems
• Use automated systems or software to extract data from the Software ("scraping")
• Interfere with or disrupt the Software's operation or security measures

2.1 Company Ownership

The Software, including all intellectual property rights therein, is and remains the exclusive property of Prosperia CRM. This Agreement does not grant you any ownership rights in the Software.

2.2 User-Generated Content

You retain ownership of all data, content, and materials you create, upload, or store using the Software ("User Content"). By using the Software, you grant us a limited, non-exclusive license to store, process, and transmit your User Content solely for the purpose of providing the Services to you.

2.3 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide regarding the Software may be used by us without compensation or attribution to you.

3.1 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring your employees and authorized users comply with this Agreement

3.2 User Content Standards

You agree that your User Content will not:

• Violate any applicable laws or regulations
• Infringe upon the rights of any third party
• Contain malicious code, viruses, or other harmful components
• Include false, misleading, or fraudulent information
• Violate any privacy rights of individuals

3.3 Data Accuracy

You are responsible for the accuracy, completeness, and legality of all data you input into the Software.

4.1 Service Availability

We strive to maintain high service availability but do not guarantee uninterrupted access. The Software may be temporarily unavailable due to:

• Scheduled maintenance
• System updates or upgrades
• Technical difficulties
• Force majeure events

4.2 Modifications

We reserve the right to:

• Modify, update, or discontinue features of the Software
• Change pricing or subscription terms with 30 days' notice
• Suspend or terminate your access for violations of this Agreement

5.1 Subscription Fees

Access to the Software requires a paid subscription. Current pricing is available on our website and may change with 30 days' notice.

• Subscription fees are billed monthly or annually, as selected during signup
• Fees are charged in advance for the billing period
• All fees are displayed in USD unless otherwise specified
• Prices are exclusive of applicable taxes, which will be added to your invoice

5.2 Payment Processing

Payments are processed through Stripe, a third-party payment processor, or Apple In-App Purchase (for iOS app subscriptions). You agree to:

• Provide accurate and complete payment information
• Authorize us to charge your payment method for all applicable fees
• Maintain valid payment information on file
• Notify us immediately of any changes to your payment method

Apple In-App Purchases: Subscriptions purchased through the iOS App Store are subject to Apple's terms and conditions. For Apple IAP subscriptions:

• Payment is charged to your Apple ID account at confirmation of purchase
• Subscriptions automatically renew unless auto-renew is turned off at least 24 hours before the end of the current period
• Your account is charged for renewal within 24 hours prior to the end of the current period
• You can manage and cancel subscriptions by going to your device Settings > Apple ID > Subscriptions
• Refund requests for Apple IAP purchases must be submitted through Apple at reportaproblem.apple.com
• Any unused portion of a free trial period is forfeited when you purchase a subscription

5.3 Payment Processing Fees

When processing payments through our platform (e.g., client payments), the following fees apply:

Total Fees: The total amount charged for payment processing includes both Stripe processing fees and any applicable platform fees. You will see a breakdown of all fees before completing any payment transaction.

5.4 Stripe Payment Processing Disclaimer

We use Stripe for payment processing. By using our payment processing features, you acknowledge that:

• Stripe is a third-party service provider and we are not responsible for Stripe's processing, delays, or issues
• All payment disputes, chargebacks, and payment-related issues should be directed to Stripe support
• Stripe's terms of service and privacy policy apply to payment processing
• We are not liable for any losses or damages arising from Stripe's services
• Stripe fees are non-refundable, even if a payment is later refunded or disputed

5.5 Failed Payments and Suspension

If a payment fails or is declined:

• We will attempt to retry the payment using your stored payment method
• You will be notified of failed payment attempts
• Your account may be suspended if payment cannot be processed after multiple attempts
• You are responsible for updating your payment information to resolve payment issues
• Service will be restored once payment is successfully processed

5.6 Refunds

Refund policies:

• Subscription fees: Refunds are handled on a case-by-case basis. Contact our support team to discuss refund requests
• Payment processing fees: Stripe fees are non-refundable, even if the underlying payment is refunded
• Platform fees: Refund eligibility depends on the specific circumstances and will be evaluated on a case-by-case basis
• Pro-rated refunds: If you cancel mid-billing period, refunds (if applicable) will be calculated on a pro-rated basis

5.7 Cancellation

You may cancel your subscription at any time:

• Cancellation can be done through your account settings or by contacting support
• Cancellation will take effect at the end of your current billing period
• You will continue to have access to the Software until the end of the paid period
• No refunds will be provided for the current billing period unless otherwise specified
• Upon cancellation, your data will be retained for 30 days before permanent deletion

5.8 Price Changes

We reserve the right to modify subscription prices and fees. We will provide at least 30 days' notice of any price changes. If you do not agree to the new pricing, you may cancel your subscription before the change takes effect. Continued use of the Software after the price change constitutes acceptance of the new pricing.

6.1 Data Security

We implement appropriate technical and organizational measures to protect your data, including:

• Encryption of data in transit and at rest
• Regular security audits and updates
• Access controls and authentication systems
• Secure data centers and infrastructure

6.2 Data Backup

We maintain regular backups of your data. However, you are responsible for maintaining your own backups of critical business data.

6.3 Data Retention

We retain your data for as long as your account is active and for a reasonable period thereafter as required by law or for legitimate business purposes.

7.1 Disclaimer of Warranties

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

7.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.3 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

8.1 Termination by You

You may terminate this Agreement at any time by canceling your subscription and ceasing use of the Software.

8.2 Termination by Us

We may terminate this Agreement immediately if you:

• Violate any terms of this Agreement
• Fail to pay required fees
• Engage in fraudulent or illegal activities
• Pose a security risk to our systems or other users

8.3 Effect of Termination

Upon termination:

• Your access to the Software will cease
• We may delete your data after a reasonable period
• You remain liable for all fees incurred before termination

9.1 Third-Party Integrations

The Software integrates with third-party services including:

• Stripe (payment processing)
• Google Maps (mapping services)
• Twilio (SMS services)
• SendGrid (email services)
• Google Gemini (AI services)

9.2 Third-Party Terms

Your use of third-party services is subject to their respective terms of service and privacy policies. We are not responsible for third-party service availability or performance.

10.1 SMS and Text Messaging (Twilio)

The Software provides SMS and text messaging capabilities through Twilio. By using these features, you agree to:

• Obtain proper prior express written consent from recipients before sending any SMS or text messages, in compliance with the Telephone Consumer Protection Act (TCPA) and all applicable federal and state regulations
• Include clear opt-out instructions in all messages and promptly honor all opt-out requests
• Only send messages that are relevant to your legitimate business communications with clients
• Comply with all applicable messaging laws, including but not limited to the TCPA, CAN-SPAM Act, and any state-specific regulations
• Maintain accurate records of consent for all message recipients

10.2 Email Communications (SendGrid)

The Software provides email capabilities through SendGrid. By using these features, you agree to:

• Comply with the CAN-SPAM Act and all applicable email marketing regulations
• Only send emails to recipients who have provided consent or with whom you have an existing business relationship
• Include accurate sender information and a clear unsubscribe mechanism in all commercial emails
• Promptly process unsubscribe requests within the legally required timeframe
• Refrain from sending deceptive, misleading, or fraudulent email content

10.3 Prohibited Communications Conduct

You may NOT use the communications features of the Software to:

• Send unsolicited bulk messages (spam) via SMS, text, or email
• Send messages containing phishing attempts, malware, or other malicious content
• Harass, threaten, or send abusive content to any recipient
• Impersonate another person or entity in any communication
• Send communications that violate any applicable law or regulation
• Exceed reasonable messaging volume limits or engage in any activity that could degrade service quality for other users

10.4 Communications Costs and Liability

You are solely responsible for all costs associated with SMS, text, and email communications sent through the Software, including any carrier fees, messaging charges, or overage costs. We reserve the right to suspend or terminate your access to communications features immediately and without notice if we determine, in our sole discretion, that you have violated this section or any applicable law. You agree to indemnify and hold us harmless from any claims, damages, or penalties arising from your use of the communications features.

11.1 AI-Powered Features

The Software includes AI-powered features provided through third-party AI services. These features are designed to assist with business insights, content generation, and workflow automation. AI features are provided as productivity tools and are intended to supplement, not replace, your professional judgment.

11.2 AI Output Disclaimer

You acknowledge and agree that:

• AI-generated outputs are provided for informational and assistive purposes only and may not always be accurate, complete, or current
• AI tools can and do make mistakes — outputs may contain errors, inaccuracies, incomplete information, or content that appears plausible but is factually incorrect
• AI-generated estimates, cost calculations, material recommendations, scheduling suggestions, client communications, business insights, and any other outputs may be wrong and should never be used without independent human verification
• You are solely responsible for reviewing, verifying, and validating all AI-generated content before relying on it, sharing it with others, or using it for any business purpose
• AI features should not be used as the sole basis for critical business, financial, legal, safety, or operational decisions
• We make no warranties or representations regarding the accuracy, reliability, completeness, or suitability of AI-generated outputs for any particular purpose
• AI features and capabilities may change, be updated, or be discontinued at any time without notice
• AI outputs do not constitute professional advice of any kind, including but not limited to financial, legal, engineering, safety, or environmental advice

11.3 Prohibited AI Uses

You may NOT use the AI features of the Software to:

• Generate content that is harmful, abusive, threatening, defamatory, or otherwise objectionable
• Create deceptive, misleading, or fraudulent content intended to deceive clients or third parties
• Produce content that discriminates against individuals or groups based on protected characteristics including race, gender, religion, national origin, disability, or age
• Generate content that infringes on the intellectual property rights of any third party
• Attempt to extract, reverse engineer, or probe the underlying AI models or systems
• Circumvent any safety measures, content filters, or usage limits applied to AI features
• Use AI outputs to make automated decisions that materially affect individuals without appropriate human review

11.4 AI Data Processing

Data submitted to AI features may be processed by third-party AI service providers. You should not submit sensitive personal information, confidential business secrets, or legally privileged information through AI features unless you understand and accept that such data may be processed by third-party systems. Please refer to our Privacy Policy for details on how data is handled in connection with AI features.

11.5 AI Liability Limitation

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM YOUR USE OF OR RELIANCE ON AI-GENERATED CONTENT. THIS INCLUDES BUT IS NOT LIMITED TO:

• FINANCIAL LOSSES RESULTING FROM INCORRECT AI-GENERATED ESTIMATES, PRICING, OR COST CALCULATIONS
• BUSINESS LOSSES FROM INACCURATE AI-GENERATED RECOMMENDATIONS, INSIGHTS, OR SCHEDULING SUGGESTIONS
• REPUTATIONAL HARM FROM AI-GENERATED COMMUNICATIONS SENT TO CLIENTS OR THIRD PARTIES
• ANY DECISIONS MADE BASED ON AI OUTPUTS THAT PROVE TO BE INCORRECT OR INCOMPLETE
• ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM AI ERRORS OR INACCURACIES

You agree to indemnify and hold us harmless from any and all claims, damages, losses, or liabilities resulting from your use of AI features or any content generated through the Software's AI capabilities.

12.1 Measurement Tools Disclaimer

The Software includes measurement and estimation tools, including but not limited to satellite imagery-based measurements, augmented reality (AR) measuring using mobile device cameras, and other distance, area, or volume calculation features. By using these tools, you acknowledge and agree that:

• All measurements generated by these tools are approximate estimates only and are NOT precise, exact, or guaranteed to be accurate
• Satellite imagery measurements are based on third-party data sources and may be affected by image resolution, terrain variations, obstructions, and other factors that reduce accuracy
• AR camera-based measurements depend on device capabilities, environmental conditions, lighting, surface detection, and calibration, and may produce inaccurate results
• Measurements should be used as preliminary references only and must be independently verified by qualified professionals using appropriate surveying or measurement equipment before being relied upon for any purpose
• You are solely responsible for verifying all measurements before using them for estimates, proposals, contracts, material orders, or any other business or professional purpose

12.2 Chemical Calculator Disclaimer

The Software includes a chemical calculator tool designed to assist with calculating chemical mixture ratios, dilution rates, and application amounts. By using the chemical calculator, you acknowledge and agree that:

• Chemical calculations provided by the tool are approximate estimates only and may contain errors or inaccuracies
• The chemical calculator is intended as a reference aid only and is NOT a substitute for professional chemical handling expertise, manufacturer guidelines, or safety data sheets (SDS)
• You must always follow the chemical manufacturer's official instructions, labels, safety data sheets, and recommended mixing ratios rather than relying solely on the calculator's output
• You are solely responsible for ensuring proper handling, mixing, storage, application, and disposal of all chemicals in compliance with applicable federal, state, and local laws and regulations
• Improper chemical mixing can result in serious personal injury, property damage, environmental harm, or death

12.3 Safety and Assumption of Risk

BY USING THE MEASUREMENT TOOLS OR CHEMICAL CALCULATOR, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF AND RELIANCE ON THE OUTPUTS OF THESE TOOLS. YOU AGREE THAT:

• YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL MEASUREMENTS AND CALCULATIONS BEFORE USE
• YOU ARE SOLELY RESPONSIBLE FOR FOLLOWING PROPER SAFETY PROCEDURES, WEARING APPROPRIATE PERSONAL PROTECTIVE EQUIPMENT (PPE), AND ADHERING TO ALL APPLICABLE SAFETY REGULATIONS WHEN HANDLING CHEMICALS
• PROSPERIA CRM IS NOT LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, FINANCIAL LOSS, OR ANY OTHER DAMAGES ARISING FROM YOUR USE OF OR RELIANCE ON MEASUREMENT TOOLS OR CHEMICAL CALCULATOR OUTPUTS
• YOU AGREE TO INDEMNIFY AND HOLD HARMLESS PROSPERIA CRM FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES, OR LIABILITIES ARISING FROM YOUR USE OF THESE TOOLS

13.1 Governing Law

This Agreement is governed by the laws of the State of Washington without regard to conflict of law principles.

13.2 Dispute Resolution

Any disputes arising from this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association (AAA).

13.3 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

13.4 Entire Agreement

This Agreement constitutes the entire agreement between you and Prosperia CRM regarding the Software and supersedes all prior agreements and understandings.

13.5 Modifications

We may modify this Agreement at any time by posting the updated terms on our website. Your continued use of the Software constitutes acceptance of the modified terms.