Terms and Conditions

SOFTWARE LICENSE AGREEMENT

This SOFTWARE LICENSE AGREEMENT (“Agreement”) is entered into by Bookoutz LLC
(“Bookoutz”) and Licensee (individually a “Party” and collectively “Parties”). Licensee means the
individual or entity licensing the Software under this Agreement. In exchange for the mutual promises
and obligations set forth in this Agreement, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the Parties agree as follows:
I. Definitions
“Affiliate” shall mean a corporation, partnership, or other entity, either directly or indirectly
controlling or controlled by a Party or under common control with the Party.
“Software” shall mean any computer programs and Upgrades made available by Bookoutz to
Licensee.
“Confidential Information” means information disclosed by Bookoutz to Licensee and that should
reasonably have been understood by the Licensee (because of legends or other markings, the
circumstances of disclosure, or the nature of the information itself) to be proprietary and confidential to
Bookoutz. Notwithstanding the foregoing, all Software (both object code and source code), customer
information, product documentation, specifications, Documentation, and information regarding future
product offerings shall be deemed Confidential Information whether marked as such or not. Confidential
Information may include a combination of publicly known information provided the combination is not
generally known to the public.
“Documentation” shall mean any technical manuals, training materials, specifications, or other
documentation associated with Software and made available to Licensee by Bookoutz.
“Intellectual Property” shall mean all patents and all patent applications (including, without
limitation, originals, divisionals, continuations, continuations-in-part, non-provisionals, provisionals,
reexaminations, extensions or reissues), design rights (whether registered or not and all applications for
the foregoing) including design patents, copyrights, database rights, topography rights, mask work rights,
applications to register any of the aforementioned rights, trade secrets, rights in unpatented know-how,
rights of confidence, and any other intellectual or industrial property rights of any nature whatsoever in
any part of the world.
“Upgrades” shall mean all updates, upgrades, enhancements, or other modifications to computer
programs made available by Bookoutz to Licensee.
“Use” or “Using” shall mean to install, access, exploit, download, activate, or otherwise use
Software.

II. Acceptance of Terms
Section 2.0. By Using the Software, Licensee agrees to be bound by the terms of the Agreement.
If you are entering into this Agreement on behalf of an entity, you represent that you have authority to
bind that entity and members of that entity. If you do not have such authority or you do not agree to the
terms of the Agreement, neither you nor the entity may Use the Software.
III. License Grant
Section 3.0. Subject to payment of any applicable fees, Bookoutz grants Licensee a limited,
non-exclusive, and non-transferable license to use the Software and the Documentation in conjunction
with products provided by Bookoutz to Licensee. Unless contrary to applicable law, there is no license to
use the Software in conjunction with secondhand products or in conjunction with other products not
specifically authorized by Bookoutz.
Section 3.1. The Software may contain open-source software and/or other third-party
software, subject to separate license terms made available to you in Appendix A.
Section 3.2. Bookoutz retains all right, title, and interest in any Intellectual Property rights
associated with or relating to the Software, including any Intellectual Property rights in any copies,
improvements, derivative works, or modifications thereof. Except for the license set forth in this
Agreement, no other rights with respect to the Software or any related Intellectual Property are granted or
implied.
Section 3.3. Unless explicitly authorized by Bookoutz in writing, Licensee agrees that it will
not:

(a) transfer, sublicense, or assign rights under this license to any other person or

entity;

(b) modify, adapt, or create derivative works of the Software or Documentation;
(c) reverse engineer, decompile, decrypt, disassemble, access, or otherwise attempt

to derive the source code for the Software;

(d) Use Software that is licensed for a specific device, whether physical or virtual, on

another device;

(e) remove, modify, or conceal any product identification, copyright, proprietary,

intellectual property notices, or other marks on or within the Software.
Section 3.4. Bookoutz may in its sole discretion provide Upgrades to Licensee as such
Upgrades become available. Upgrades may include automatic updating or upgrading without notice to
the Licensee. Licensee consents to any such automatic updating or upgrading of the Software. Licensee
has no right to use any Upgrade unless Bookoutz provides such Upgrade to Licensee and Licensee has a
valid license to the original Software. Nothing in this Agreement shall be construed as an obligation for
Bookoutz to provide any Upgrade to Licensee.

Article IV. Confidentiality
Section 4.0. The Licensee shall limit access to Confidential Information to those of its
employees (including contract employees, if any) having a need to know and provided that such
employees (and contract employees) are bound by obligations of confidentiality consistent with this
Agreement, (2) shall ensure that such employees (or contract employees) are aware that Confidential
Information is subject to confidentiality and nonuse obligations, (3) shall ensure that any complete or
partial reproduction or excerpt of the Confidential Information bears the restrictive markings on the
original thereof, and (4) shall not disclose Confidential Information to any company, organization or
individual that is not a Party to this Agreement. The Licensee shall use the same degree of care to protect
Confidential Information as it uses to protect its own information of similar importance, which shall be no
less than a reasonable standard of care.
Section 4.1. The Licensee has no obligation to protect information that it can show by written
records: (1) was in its possession with no restrictions on use or disclosure prior to its receipt from
Bookoutz; or (2) is or becomes generally available to the public through no wrongful act of the Licensee;
or (3) is or was independently developed by the Licensee; or (4) is rightfully received from a third party
with no restrictions on use or disclosure.
Section 4.2. If the Licensee is requested or required to disclose Confidential Information in
order to comply with any legal requirement (such as a subpoena) or pursuant to a judicial action or
government regulation, it shall promptly notify Bookoutz in writing. If requested by Bookoutz, the
Licensee shall assist in obtaining a protective order or other similar remedy to limit or prevent such
disclosure. If such order or other remedy is not obtained through no fault of the Licensee by the time such
Confidential Information must be disclosed, the Licensee may make such disclosure without incurring
any liability to Bookoutz.

Article V. Subscription and Fees
Section 5.0 Access to the Software is provided on a subscription and usage basis. Fees are
based on a subscription and usage overage. Usage overage is any use above the monthly call volume.
Fees are subject to change.
Section 5.1 You are responsible for paying all fees associated with your use of the Software,
including fees for each individual user license.
Section 5.2 Bookoutz reserves the right to suspend or terminate access to the Software if fees
are not paid on time or if there is any violation of the licensing terms outlined in this Agreement.

Article VI. Warranties and Limitation of Liability
Section 6.0 THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS.”
BOOKOUTZ MAKES NO WARRANTIES OR REPRESENTATIONS RELATING TO THE
SOFTWARE AND DOCUMENTATION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
AND EXPRESSLY EXCLUDES THE WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY
RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. BOOKOUTZ
DOES NOT WARRANT THAT THE LICENSED SOFTWARE AND DOCUMENTATION WILL
SATISFY LICENSEE’S REQUIREMENTS, THAT THE LICENSED SOFTWARE AND

DOCUMENTATION IS WITHOUT DEFECT OR ERROR, OR THAT OPERATION OF THE
LICENSED SOFTWARE WILL BE UNINTERRUPTED.
Section 6.1. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT DAMAGES
OR LOSSES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS
OF DATA, LOSS OF CONTRACTS OR OPPORTUNITY, WHETHER DIRECT OR INDIRECT,
ARISING FROM ANY ASPECT OF THIS AGREEMENT, EVEN IF, IN ANY SUCH CASE, THE
PARTY BRINGING THE CLAIM HAS ADVISED THE OTHER OF THE POSSIBILITY OF THOSE
LOSSES OR IF THEY WERE WITHIN THE OTHER PARTY’S CONTEMPLATION.
Section 6.2. Notwithstanding anything in this Agreement to the contrary, Bookoutz’ total
cumulative liability under this contract shall be limited to the total amount paid, if any, by Licensee to
Bookoutz in conjunction with the Software during any one calendar year. This limitation on liability shall
supersede any and every other specific or general right of recovery or right of indemnification.
Section 6.3 The Software, including all calculations, valuations, projections, estimates, and
analytical tools provided therein, is made available for informational purposes only and is not intended to
serve as financial, legal, accounting, or investment advice. While reasonable efforts are made to ensure
accuracy, the Software and its outputs may rely on external data sources, user inputs, or third-party
integrations which are outside the control of Bookoutz. Bookoutz makes no representations or warranties,
express or implied, as to the accuracy, completeness, reliability, or timeliness of any data, results, or
information provided by or through the Software. All use of the Software is at the user’s own risk. Under
no circumstances shall Bookoutz, its affiliates, officers, employees, agents, licensors, or service providers
be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages
(including but not limited to loss of profits, data, use, or business opportunities) arising out of or in
connection with:
(a) errors, omissions, or inaccuracies in calculations or valuations,
(b) reliance on data from third-party sources,
(c) system outages, delays, or failures, or
(d) the use or inability to use and/or operate the Software.
By using the Software, the user acknowledges and agrees that they are solely responsible for
verifying any results and assumes full responsibility for any decisions or actions taken based on the
Software’s outputs.
Article VII. Term and Termination
Section 7.0. This Agreement and the license granted herein shall remain effective until
terminated. Upon termination, Licensee shall destroy all copies of Software and Documentation in its
possession or control and certify such destruction to Bookoutz.
Section 7.1. Licensee may terminate the Agreement at any time by ceasing use of or
destroying all copies of Software. This Agreement will immediately terminate if Licensee breaches its
terms, or if Licensee fails to pay any portion of the applicable fees and Licensee fails to cure that payment
breach within thirty (30) days of notice.
Section 7.2. Sections 3.2, 3.3 and Articles IV, VI, VII, VIII, and IX shall survive termination
of this Agreement.
Article VIII. Indemnification

Section 8.0 Indemnity by Licensee Customer Indemnification Obligations: Licensee
agrees to defend, indemnify, and hold harmless Bookoutz, its affiliates, and their respective officers,
directors, employees, and agents (collectively, “Indemnified Parties”) from and against any and all claims,
actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such
Losses (or actions in respect thereof) arise out of or are based on: a) Your use of the Software in violation
of this Agreement or any applicable laws or regulations; b) Your breach of any representations,
warranties, or covenants made in this Agreement; c) Any allegation that data, materials, or information
provided by you infringe, misappropriate, or violate any intellectual property rights, privacy rights, or
other rights of any third party; d) Any unauthorized access to or use of the Software resulting from your
failure to properly secure your account credentials; e) Any negligent acts, omissions, or willful
misconduct by you or your authorized users in connection with your use of the Software.
Section 8.1 Indemnification Procedures: In the event of any claim or demand for which
Bookoutz seeks indemnification from you, Bookoutz shall: a) Promptly notify you in writing of the claim,
demand, suit, or proceeding; b) Give you sole control of the defense and settlement of the claim (provided
that you may not settle any claim without Bookoutz’ prior written consent, which shall not be
unreasonably withheld, unless the settlement unconditionally releases Bookoutz of all liability); and c)
Provide to you all reasonable assistance, at your expense.
(i) Bookoutz’ Right to Participate: Notwithstanding your indemnity obligations, Bookoutz
reserves the right, at its own expense, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by you. In such case, you agree to cooperate with any
reasonable requests in assisting Bookoutz’ defense of such matter.
(ii) Limitation: Nothing in this section shall be construed to limit any other remedies available to
Bookoutz.
(iii) Failure to Defend: If you fail to assume the defense of a claim or suit within a reasonable
time after notice, Bookoutz shall have the right to defend the claim or suit at your expense, and you shall
remain liable for all costs, damages, and settlements related to the claim or suit.
Section 8.2. Survival: Each party’s indemnification obligations set forth in this Article VIII
shall survive the termination or expiration of this Agreement.
Article IX. General Terms
Section 9.0. Each Party expressly acknowledges that the relationship between the Parties to
this Agreement is that of independent contractors, and not agents, employees, or representatives of the
other. This Agreement shall not be deemed to create a partnership, joint venture, or principal-and-agent,
or employment relationship between Bookoutz and Licensee.
Section 9.1. Should any provision of this Agreement be declared illegal or unenforceable by
any court of competent jurisdiction, and if such provision cannot be modified to be enforceable, such
provision shall immediately become null and void, leaving the remainder of this Agreement in full force
and effect.

Section 9.2. Licensee shall not directly or indirectly sell, transfer, assign, convey, pledge,
encumber or otherwise dispose of the Agreement without the prior written consent of Bookoutz, which
consent will not be unreasonably withheld. Any assignment made without Bookoutz’ consent is void and
ineffective.
Section 9.3. US Government End Users. The Software and Documentation are “commercial
items,” as defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of
“commercial computer software” and “commercial computer software documentation” as such terms are
used in FAR 12.212. Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software)
and Defense Federal Acquisition Regulation Supplement (“DFAR”) 227.7202-1 through 227.7202-4, and
notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which
this Agreement may be incorporated, Government end users will acquire the Software and Documentation
with only those rights set forth in this Agreement. Any license provisions that are inconsistent with
federal procurement regulations are not enforceable against the U.S. Government.
Section 9.4. Any and all matters of dispute arising out of or relating to this Agreement, or the
negotiation, execution or performance of this Agreement (including any claim or cause of action based
upon, arising out of, or related to, any representation or warranty made in or in connection with this
Agreement or as an inducement to enter into this Agreement), or from alleged extra-contractual dealings,
interactions, or facts prior to or subsequent to the formation of the Agreement, including, without
limitation, fraud, misrepresentation, negligence, or any other alleged tort, violation of the contract, or
statute, shall be governed by, construed, and enforced in accordance with the laws of the state of South
Carolina (including its statutes of limitations or repose), regardless of the legal theory upon which such
matter is asserted, and without regard to conflict of laws provisions. The Parties submit to the sole and
personal jurisdiction of the federal courts of the State of South Carolina with jurisdiction over Greenville
County, unless such courts do not have subject matter jurisdiction over such dispute, in which case the
parties will then submit to the jurisdiction of the state courts of the State of South Carolina in Greenville
County. THE PARTIES SHALL NOT RAISE IN CONNECTION THEREWITH, AND HEREBY
WAIVE, ANY DEFENSES BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM,
THE LACK OF PERSONAL JURISDICTION, THE SUFFICIENCY OF SERVICE OF PROCESS, OR
THE LIKE IN ANY SUCH ACTION OR SUIT.
Section 9.5. Waiver: No amendment, waiver, or modification of this Agreement shall be
valid unless in writing and signed by the Parties. The failure by either Party to take any action or assert
any right hereunder shall in no way be construed to be a waiver of such right, nor in any way be deemed
to affect the validity of this Agreement or any part hereof, or the right of a Party to thereafter enforce each
and every provision of this Agreement.
Section 9.6. Assignment: Except for a transfer of substantially all of the assets of a Party,
neither Party may transfer or assign this Agreement, whether by operation of law or otherwise, without
the prior written consent of the other Party and any attempt to do so without such consent will be void.
The rights, duties, and obligations under this Agreement will bind and inure to the benefit of the Parties
and their respective permitted successors and permitted assigns.
Section 9.7. Notices: Any notice required or permitted by this Agreement shall be in writing
and shall be sent by a reliable overnight courier service, U.S. certified mail, or by email to the other Party
at the address below or to such other address for which such Party shall give notice hereunder. Such

notice shall be deemed to have been provided on the day the notice is sent, except that notice of change of
address shall be effective only upon receipt.
Section 9.8. Publicity: Any press release or other public announcement with respect to this
Agreement shall be subject to the mutual written agreement of the Parties.
Section 9.9. Contract Interpretation: The section headings used in this Agreement shall be
intended for convenience only and shall not be deemed to supersede or modify any provisions. The
parties agree that they jointly negotiated this agreement, with the ability to obtain advice of counsel, and
any ambiguity as to any term shall not be construed strictly against either Party.
Section 9.10. Force Majeure: Neither Party will be liable for any failure or delay in
performance under this Agreement due to fire, explosion, earthquake, storm, pandemic, flood or other
weather, unavailability of necessary utilities or raw materials, war, insurrection, riot, act of God or the
public enemy, law, act, order, proclamation, decree, regulation, ordinance, or instructions of government
or other public authorities, or any other event beyond the reasonable control of the Party whose
performance is to be excused.
Section 9.11. Export Control. Licensee acknowledges that the Software may be subject to
U.S. and international export control laws and regulations. Licensee agrees to comply with all applicable
export and re-export restrictions and regulations, including those of the U.S. Department of Commerce
and other relevant authorities. Licensee shall not export, re-export, transfer, or use the Software in
violation of any applicable laws or regulations.
Section 9.12. This Agreement constitutes the entire agreement and understanding of the Parties
and supersedes all prior negotiations, understandings, and agreements, proposed or otherwise, written, or
oral, concerning the subject matter hereof. Furthermore, no modification of this Agreement shall be
binding unless in writing signed by each of the Parties hereto.

By Licensee:
________________________
Company
________________________
Name
________________________
Title
________________________
Date

By Bookoutz:

________________________
Name
________________________
Title
________________________
Date

APPENDIX A

The specific open source software components included in the software and their respective licenses are
listed below:
1. @heroicons/react "^2.1.5": Licensed under the “MIT License”.
2. @iconify/react "^5.0.2": Licensed under the “MIT License”.
3. @nextui-org/react "^5.0.2": Licensed under the “MIT License”.
4. @nextui-org/shared-icons "^2.1.1": Licensed under the “MIT License”.
5. @nextui-org/system "^2.4.0": Licensed under the “MIT License”.
6. @nextui-org/theme "^2.4.0": Licensed under the “MIT License”.
7. @react-aria/ssr "3.9.4": Licensed under the “Apache 2.0 License”.
8. @react-aria/visually-hidden "3.8.12": Licensed under the “Apache 2.0 License”.
9. @supabase/auth-helpers-nextjs "^0.10.0": Licensed under the “Apache 2.0 License”.
10. @supabase/ssr "^0.4.1": Licensed under the “Apache 2.0 License”.
11. axios "^1.7.7": Licensed under the “MIT License”.
12. clsx "2.1.1": Licensed under the “MIT License”.
13. date-fns "^4.1.0": Licensed under the “MIT License”.
14. framer-motion "11.5.6": Licensed under the “MIT License”.
15. intl-messageformat "^10.5.0": Licensed under the “MIT License”.
16. lodash "^4.17.21": Licensed under the “MIT License”.
17. lucide-react "^0.453.0": Licensed under the “MIT License”.
18. next "^14.2.5": Licensed under the “MIT License”.
19. next-themes "^0.2.1": Licensed under the “MIT License”.
20. nextjs-toploader "^1.6.12": Licensed under the “MIT License”.
21. papaparse "^5.5.2": Licensed under the “MIT License”.
22. radash "^12.1.0": Licensed under the “MIT License”.
23. react "18.3.1": Licensed under the “MIT License”.
24. react-dom "18.3.1": Licensed under the “MIT License”.
25. react-dropzone "^14.2.3": Licensed under the “MIT License”.
26. react-hook-form "^7.52.1": Licensed under the “MIT License”.
27. react-hot-toast "^2.4.1": Licensed under the “MIT License”.
28. react-icons "^5.2.1": Licensed under the “MIT License”.
29. react-tooltip "^5.27.1": Licensed under the “MIT License”.
30. react-use-downloader "^1.2.8": Licensed under the “MIT License”.
31. recharts "^2.13.0": Licensed under the “MIT License”.
32. resend "^4.1.2": Licensed under the “MIT License”.
33. stripe "^16.5.0": Licensed under the “MIT License”.
34. xlsx "^0.18.5": Licensed under the “Apache 2.0 License”.
35. zustand "^4.5.4": Licensed under the “MIT License”.

Copies of the applicable open source licenses can be found at the following URLs:
1. https://github.com/tailwindlabs/heroicons/blob/master/LICENSE

2. https://github.com/iconify/iconify-react/blob/master/license.txt
3. https://github.com/heroui-inc/heroui/blob/canary/LICENSE
4. https://github.com/heroui-inc/heroui/blob/canary/LICENSE
5. https://github.com/heroui-inc/heroui/blob/canary/LICENSE
6. https://github.com/heroui-inc/heroui/blob/canary/LICENSE
7. https://github.com/adobe/react-spectrum?tab=Apache-2.0-1-ov-file
8. https://github.com/adobe/react-spectrum?tab=Apache-2.0-1-ov-file
9. https://github.com/supabase/supabase/blob/master/LICENSE
10. https://github.com/supabase/supabase/blob/master/LICENSE
11. https://github.com/axios/axios/blob/v1.x/LICENSE
12. https://github.com/lukeed/clsx/blob/master/license
13. https://github.com/date-fns/date-fns/blob/main/LICENSE.md
14. https://github.com/motiondivision/motion?tab=MIT-1-ov-file
15. https://github.com/formatjs/intl-messageformat/blob/master/LICENSE
16. https://github.com/lodash/lodash/blob/main/LICENSE
17. https://lucide.dev/license
18. https://github.com/vercel/next.js/?tab=MIT-1-ov-file at the bottom of the page under MIT
License.
19. https://github.com/pacocoursey/next-themes/blob/main/license.md
20. https://github.com/TheSGJ/nextjs-toploader?tab=MIT-1-ov-file at the bottom of the page under
MIT License.
21. https://github.com/mholt/PapaParse/blob/master/LICENSE
22. https://github.com/sodiray/radash/blob/master/LICENSE.md
23. https://github.com/facebook/react/blob/main/LICENSE
24. https://github.com/facebook/react/blob/main/LICENSE
25. https://github.com/react-dropzone/react-dropzone/blob/master/LICENSE
26. https://github.com/react-hook-form/react-hook-form/blob/master/LICENSE
27. https://github.com/timolins/react-hot-toast/blob/main/LICENSE
28. https://github.com/react-icons/react-icons/blob/master/LICENSE
29. https://github.com/ReactTooltip/react-tooltip/blob/master/LICENSE
30. https://github.com/the-bugging/react-use-downloader/blob/develop/LICENSE
31. https://github.com/recharts/recharts/blob/3.x/LICENSE
32. https://github.com/resend/resend-node/blob/canary/LICENSE
33. https://github.com/stripe/stripe-node/blob/master/LICENSE
34. https://github.com/SheetJS/sheetjs/blob/github/LICENSE
35. https://github.com/pmndrs/zustand/blob/main/LICENSE