END‑USER LICENSE AGREEMENT ("EULA")

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Last Updated: June 12, 2025

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This End‑User License Agreement ("Agreement") is a legally binding contract between you ("User" or "you") and Essential Trades Software, Inc., a Delaware corporation with its principal place of business at 4436 Technology Drive, Fremont, CA 94538 ("Company").

By accessing or using the Company’s web‑based and/or mobile software applications, related APIs, documentation, and any updates thereto (collectively, the "Software"), you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree, do not access or use the Software.

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1. LICENSE GRANT

Subject to your continuous compliance with this Agreement and any applicable order form or subscription agreement between Company and your employer or contracting entity ("Customer Agreement"), Company grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable right to access and use the Software solely for Customer’s internal business purposes.

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2. SCOPE OF USE & RESTRICTIONS

  1. Permitted Use. You may use the Software only (a) in accordance with Company’s published documentation, policies, and acceptable‑use guidelines, and (b) within the scope (e.g., number of technicians, locations, or modules) purchased by Customer under the Customer Agreement.
  2. Prohibited Actions. You shall not, and shall not allow any third party to:
    • copy, frame, mirror, modify, translate, or create derivative works of the Software;
    • reverse engineer, decompile, disassemble, or otherwise attempt to derive the Software’s source code or underlying algorithms;
    • lease, lend, sell, resell, sublicense, distribute, or otherwise make the Software available to any third party other than authorized users;
    • access the Software to build a competitive product or service or for any benchmarking or competitive purposes;
    • remove or alter any proprietary notices or legends on the Software; or
    • use the Software in violation of any applicable law, regulation, or export control restriction.

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3. ACCOUNTS & SECURITY

You are responsible for (a) maintaining the confidentiality of your account credentials, (b) all activities that occur under your account, and (c) promptly notifying Company of any unauthorized use or security incident. Company may suspend access if it reasonably suspects unauthorized use or a violation of this Agreement.

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4. UPDATES & AVAILABILITY

Company may, in its sole discretion, provide enhancements, patches, or other modifications ("Updates"). Updates are governed by this Agreement unless accompanied by separate terms. Company endeavors to minimize interruptions but does not guarantee the Software will be error‑free or continuously available.

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5. OWNERSHIP; FEEDBACK

The Software is licensed, not sold. Company and its licensors retain all right, title, and interest in and to the Software, including all intellectual‑property rights. If you provide suggestions, comments, or other feedback, Company may use such feedback without restriction or obligation.

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6. DATA & PRIVACY

  1. Customer Data. As between Company and Customer, Customer retains all right, title, and interest in Customer Data submitted through the Software.
  2. Telemetry & Aggregated Data. Company may collect and analyze technical and usage data relating to the Software and may use such data (including de‑identified or aggregated data derived from Customer Data) to operate, secure, and improve its products and for other lawful business purposes, including training machine‑learning models.  
  3. Privacy Policy. Personal information is processed in accordance with Company’s Privacy Policy [link], which is incorporated by reference.

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7. WARRANTY DISCLAIMER

THE SOFTWARE AND ANY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR‑FREE, OR SECURE, OR THAT DATA WILL NOT BE LOST OR CORRUPTED.

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8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS SUPPLIERS WILL NOT BE LIABLE FOR (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR (b) AN AMOUNT EXCEEDING THE FEES PAID (IF ANY) BY CUSTOMER TO COMPANY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

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9. INDEMNIFICATION BY USER

You agree to defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your breach of this Agreement, (b) your misuse of the Software, or (c) your violation of applicable law.

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10. TERM & TERMINATION

This Agreement is effective on the date you first access the Software and continues until the earlier of (a) termination or expiration of the Customer Agreement, or (b) Company’s suspension or termination of your access for breach. Upon termination, your right to use the Software ceases immediately, and Sections 5–14 will survive.

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11. EXPORT COMPLIANCE

You shall not access, use, or export the Software except as permitted by U.S. law and the laws of the jurisdiction in which the Software is obtained or used. You represent you are not located in a U.S.‑embargoed country and are not on any U.S. government denied‑party list.

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12. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of California, without regard to conflict‑of‑law rules. Any dispute arising under or in connection with this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California, and each party consents to personal jurisdiction and venue in such courts.

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13. GENERAL

  • Severability. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
  • Entire Agreement. This Agreement, together with the Customer Agreement (as applicable), constitutes the entire agreement between you and Company regarding the Software and supersedes any prior agreements or understandings.
  • No Waiver. Failure to enforce any provision will not constitute a waiver.
  • Modifications. Company may modify this Agreement from time to time. Continued use of the Software after the effective date of modifications constitutes acceptance. Material changes will be notified via the Software or email.
  • Assignment. You may not assign this Agreement without Company’s prior written consent. Company may freely assign or transfer this Agreement.
  • Force Majeure. Company is not liable for delays or failure to perform due to causes beyond its reasonable control.

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14. CONTACT

For questions regarding this Agreement, please contact support@withessential.com.

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© 2025 Essential Trades Software, Inc. All rights reserved.

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