End User License Agreement

Subject to your compliance with this Agreement and timely payment of all applicable fees, cAND/or grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform solely for your internal business operations during your active subscription term.

This is a subscription to a hosted software service. No software is downloaded or installed on your systems. No source code is provided or licensed.

You agree to use the Platform only for lawful purposes and in accordance with this Agreement. You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Copy, reproduce, distribute, or create derivative works of the Platform or its content
• Use the Platform to store or transmit malicious code, infringing content, or unlawful material
• Circumvent, disable, or interfere with security features or access controls
• Use the Platform to provide services to third parties (e.g., as a white-label product) without explicit written authorization from cAND/or
• Scrape, spider, or systematically harvest data from the Platform by automated means
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Violate any applicable local, state, national, or international law or regulation

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately at customerservice@candorsoftware.us if you suspect unauthorized access to your account.

You may create sub-accounts for your employees and contractors ("Users"). You are responsible for ensuring your Users comply with this Agreement. Any violation by a User is deemed a violation by you.

The number of Users permitted under your account is governed by your subscription tier. Sharing credentials between multiple individuals to circumvent per-user limits is prohibited.

Subscription fees are billed in advance on a monthly or annual basis as selected at signup. All fees are non-refundable except as expressly stated in this Agreement or required by law.

If payment fails, we will notify you and provide a cure period of at least 7 days before suspending access. If payment is not resolved within 30 days of the original due date, we may terminate your account.

We reserve the right to change subscription pricing with at least 30 days' advance notice to active subscribers. Price changes take effect at the start of your next billing cycle after the notice period.

Your data is yours. All data you enter into the Platform — customer records, tickets, invoices, contracts, proposals, notes, and all other content ("Tenant Data") — remains your property. You grant cAND/or a limited license to store, process, and transmit your Tenant Data solely as necessary to provide the Platform to you.

We do not use your Tenant Data to train AI models, build advertising profiles, or for any purpose other than operating the Platform. We do not sell or license your Tenant Data to third parties.

Upon termination, you may request an export of your Tenant Data. We will provide a machine-readable export within 10 business days of a valid written request. We will delete your Tenant Data within 90 days of account closure, except where retention is required by law.

cAND/or and its licensors retain all right, title, and interest in and to the Platform, including all software, interfaces, documentation, designs, trademarks, and any improvements or derivative works thereof. No rights are granted to you other than the limited license expressly set forth in Section 1.

Helix PSA, FELIX™, The Coach™, Command Bar™, HUMINT™, The Cleaner™, Helix Witness™, Hollywood Hacker™, CSI Mode™, Helix Dash™, Helix Tradecraft™, and related marks are trademarks of cAND/or. Nothing in this Agreement grants you any right to use our trademarks, trade names, or logos.

If you provide feedback, suggestions, or ideas regarding the Platform ("Feedback"), you grant cAND/or a perpetual, irrevocable, royalty-free license to use that Feedback in any manner without compensation or attribution to you.

Each party may have access to the other's confidential information in connection with this Agreement. "Confidential Information" means any information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Each party agrees to protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information (but not less than reasonable care), and not to disclose it to third parties without prior written consent except as required by law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAND/OR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF CAND/OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CAND/OR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CAND/OR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

This Agreement begins when you create an account and continues until your subscription is terminated by either party.

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period. No refunds are issued for partial periods.

We may suspend or terminate your account immediately if: (a) you materially breach this Agreement and fail to cure within 10 days of written notice; (b) you engage in fraudulent, abusive, or illegal activity on the Platform; (c) continued provision of the Platform would create legal or security risk to cAND/or or other subscribers; or (d) you fail to pay fees as set forth in Section 4.

Upon termination for any reason, your license to use the Platform immediately terminates. Sections 5 (data export rights), 6, 7, 9, 10, 12, and 13 survive termination.

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to this Agreement that cannot be resolved by good-faith negotiation shall be submitted to binding arbitration in St. Johns County, Florida, under the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction. You waive any right to a jury trial or to participate in a class action lawsuit.

Entire Agreement. This Agreement, together with our Privacy Policy and any order forms, constitutes the entire agreement between the parties regarding the Platform and supersedes all prior agreements, representations, and understandings.

Modifications. We may update this Agreement from time to time. We will notify active subscribers by email at least 30 days before material changes take effect. Your continued use of the Platform after the effective date constitutes acceptance.

Severability. If any provision of this Agreement is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. Failure by cAND/or to enforce any right or provision of this Agreement will not be deemed a waiver of that right or provision.

Assignment. You may not assign this Agreement without our prior written consent. cAND/or may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemic, governmental action, or internet outages.

Notices. Legal notices to cAND/or must be sent to customerservice@candorsoftware.us. We will send notices to the email address associated with your account.