IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (EULA) AND TERMS OF SERVICE ("AGREEMENT") CAREFULLY BEFORE USING OR ACCESSING ANY PORTION OF THE SOFTWARE. BY USING OR ACCESSING THE SOFTWARE, YOU HEREBY ACCEPT THIS AGREEMENT AND AGREE THAT YOU AND YOUR COMPANY ("LICENSEE") ARE LEGALLY BOUND BY ITS TERMS AND THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU OR YOUR COMPANY AND YOU MUST NOT ACCESS NOR USE THE SOFTWARE. YOU AND YOUR COMPANY SHALL BE LIABLE FOR ANY FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT AND THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT INSTALLS, ACCESSES, OR USES THE SOFTWARE.

This Agreement is a binding agreement between you ("End User," "Licensee," "You" or "Your") and Cash Flow Mapping, LLC ("Cash Flow Mapping," "Licensor," or "Company"). This Agreement governs your access or use of Company’s Cash Flow Mapping system, website, and software (collectively "the Software"), on any computing device owned or otherwise controlled by You (including a mobile, desktop, laptop, or tablet device – hereinafter "Computing Device").

1. License Grant. Subject to the terms of this Agreement and Your strict compliance thereof, Company grants You a limited, non-exclusive, non-sublicensable, nontransferable, revocable license during the Term to access the Software from a Computing Device, solely for the use that the Software was designed to be used for and strictly in accordance with the Software’s documentation (including user manuals, technical manuals and any other materials provided by Licensor, in printed, electronic or other form, that describe the operation, use or technical specifications of the Software ("Documentation") for so long as this Agreement is in effect.
2. Security. Access to the Software shall be restricted to a single user account having user specific login access and credentials. You are solely responsible for maintaining the security of any and all such credentials established by You. Failure to maintain a secure account and/or the sharing of access credentials with a third party shall be grounds for termination of all access to the Software under this Agreement.
3. License Restrictions. Except to the extent that any enumerated restriction is prohibited by applicable law, Licensee shall not: (a) access or use the Software or Documentation beyond the scope of the license granted under Section 1; (b) provide any other person, including any subcontractor, independent contractor, affiliate or service provider with access to or use of the Software or Documentation; (c) copy the Software or Documentation, in whole or in part; (d) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software; (e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof; (f) remove, delete, alter or obscure any titles, trademarks, service marks, trade names, legends, watermarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof; (g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, any features or functionality of the Software, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service other than as specifically allowed by Your user account and permitted by Company; (h) unbundle, break apart, or repackage the Software or any of its component parts for any reason whatsoever; (i) provide access or use of the Software to a third party, including but not limited to providing an evaluation license to the Software to any other person or entity, or otherwise permitting any other person or entity to evaluate the Software; (j) remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Software; (k) access or use the Software or Documentation for the development of a competing software product or service or any other purpose that is to the Licensor’s commercial disadvantage; or (l) engage in activities when using the Software that (i) violate the law, regulation, rule, court verdicts, resolutions or orders, or administrative measures that are legally binding, (ii) may hinder public order or customs, (iii) infringe intellectual property rights, such as copyrights, trademarks and patents, fame, privacy, and all other rights of the Company and/or a third party granted by the law or contract, (iv) post or transmit any objectionable content including, but not limited to, violent or sexual expressions, expressions that lead to discrimination by race, national origin, creed, sex, social status, family origin, etc., (v) lead to the misrepresentation of the Company and/or a third party, or intentionally spread false information, (vi) interfere with the Company’s servers and/or network systems either related or unrelated to the Software, such activities that abuse the Software and/or servers and/or network systems, either related or unrelated to the Software, by means of BOTs, or other technical measures, (vii) exchange the right to use the Software into cash, property or other economic benefits without Company’s authorization, (viii) use the Software for sales, marketing, advertisement, soliciting or other commercial purposes other than as expressly allowed by Company, or (ix) other activities that may be deemed by the Company to be inappropriate. Company shall have the sole and exclusive right to determine whether You have engaged in any of these restricted activities and to determine whether this Agreement with You should be terminated.
4. Intellectual Property. The Software is protected by the intellectual property laws of the United States and certain other countries. You hereby acknowledge constructive and actual notice of such protection and that any infringement will be a willful violation of Company intellectual property rights. In exchange for the rights granted herein, Licensee hereby agrees that it will not challenge the validity or ownership of the intellectual property rights in any forum, including without limitation, a civil proceeding brought in federal district court or in an ex parte or inter parte proceeding before the U.S. Patent Office or other administrative body having competent jurisdiction.
5. Proprietary Rights and Reservation of Rights. You hereby acknowledge and agree that: (a) the Software, Documentation, and copies thereof are the exclusive proprietary technology and materials of Company (and/or Company’s third party licensors, as may be appropriate) and are protected by copyright laws and international treaties as well as other intellectual property laws; (b) Company (and/or Company’s third party licensors, as may be appropriate) shall retain all ownership rights in and to the Software and the Documentation and any and all patents, copyrights, trade secrets and other proprietary rights relating thereto; (c) the Software and Documentation are provided under license, and not sold, to You; (d) You have no right, title, or interest in the Software or the Documentation under this Agreement, or any other rights thereto other than to access and use the Software in accordance with the license granted in Section 1 above, and subject to all terms, conditions and restrictions, under this Agreement; (e) Company (and/or Company’s third party licensors, as may be appropriate) reserves and shall retain all rights not expressly granted to You including Company’s entire right, title, and interest in and to the Software, copies of the Software, and in all related copyrights, trade secrets, patents, trademarks, service marks, domain names and any other intellectual property and proprietary rights therein or relating thereto, including but not limited to any registrations, applications, renewals, and extensions of such rights, except as expressly granted to You in this Agreement; (f) any unauthorized copies, modifications, translations, adaptations, derivative works, or improvements of the Software or components thereof shall be exclusively owned by Company, and You hereby (i) assign and shall assign any and all rights, title, and interests in the foregoing to Company, (ii) will promptly sign any other documents necessary to perfect Company’s rights in and to the foregoing, and (iii) expressly waive any rights You may obtain inconsistent with the foregoing through application of law or otherwise; (g) You shall safeguard the Software (including all copies thereof) from misappropriation, theft, misuse, unauthorized access and unauthorized use and You shall promptly notify Licensor if You become aware of any such misappropriation, theft, misuse, unauthorized access or unauthorized use and fully cooperate with Company, at Company’s sole expense, in any legal action taken by Licensor to enforce its rights in and to the Software; (h) You hereby covenant that you will not assert any claim that the Software, components thereof, modifications or derivative works thereof created by or for Company infringe any intellectual property right owned or controlled by You.
6. Confidentiality. You hereby acknowledge and agree: (a) that the Software and Documentation contain proprietary and confidential information of Company, including the code of the Software, and that any disclosure by You of Company’s confidential information will cause immediate, irreparable harm to Company for which no adequate remedy at law exists, and for which equitable remedies, as well as any other available legal remedies, may be awarded by a court of competent jurisdiction; (b) to maintain the confidentiality of the Software and Documentation, and other confidential information of Company using at least as great a degree of care as You use to maintain the confidentiality of Your own confidential information and in no case less than reasonably prudent care; and (c) to limit access to the Software and Documentation to those persons employed by You and/or who are under Your direction who need to use the Software and be exposed to the Documentation for purposes permitted hereunder and who have been clearly informed of their obligation and agree to maintain the confidentiality of the Software and Documentation, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software for the purpose of deriving or obtaining the source code of the Software by any means including, but not limited to, reverse engineering or disassembly.
7. Enforcement. You hereby agree that any use of the Software beyond the scope of this Agreement or other violation of the intellectual property rights of Company, shall constitute an infringement and that Company shall be entitled to preliminary and permanent injunctive relief enjoining and restraining further use of the Software or violation of Company rights. You hereby consent to the issuance of such preliminary and permanent injunctive relief without the necessity for Company to prove irreparable harm and without the requirement that Company post a bond.
8. Export Regulation and Geographic Restrictions. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software available outside the US.
9. No Obligation of Support or Updates. You agree that Company has no obligation to provide support or updates to the Software, which may include upgrades, bug fixes, patches, enhancements and other error corrections and/or new features, maintenance, technical (including, but not limited to fielding and answering questions regarding use of the Software) or other support for the Software (collectively, including related documentation, "Support/Updates"), or to continue to provide or enable any particular features or functionality. Company may from time to time, however, in its sole discretion develop and provide Support/Updates without any notice to You. Support/Updates may also modify or delete in their entirety certain features and functionality.
10. Third Party Materials. The Software may display, include or make available third-party content (including data, information, applications and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to You or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to You and You access and use them entirely at Your own risk and subject to such third parties’ terms and conditions.
11. Term and Termination. The term of this Agreement commences when You access and/or use the Software and will continue in effect until terminated by You or Company as set forth in this Section 9 (the "Term"). You may terminate this Agreement by ceasing to access and use the Software and Documentation, however, all fees all non-refundable and your ability to access the Software will continued for a remaining time period for which fees have been paid. Company may terminate this Agreement at any time and for any reason in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement, including the failure to pay and all fees due for use of the Software. Upon termination: (i) all rights granted to You under this Agreement terminate; (ii) Your access and use of the Software and Documentation will be terminated; and (iii) any and all outstanding fees owed are due and payable. In the event that Company terminates for cause, including Your breach of any of the terms and conditions of this Agreement, You will not be entitled a refund for any prepaid fees or charges.
12. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
14. Indemnification. You agree to defend, indemnify, and hold Company harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of Your direct activities or those conducted on Your behalf): (i) Your or use of the Software; (ii) Your breach or alleged breach of this Agreement; (iii) Your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) Your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (v) any misrepresentation made by You. You will cooperate as fully required by Company in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, and You will not in any event settle any claim without the prior written consent of Company.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Software (as defined herein), sets forth Company’s entire liability and Your exclusive remedy with respect to the Software, and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between You and Company with respect to the Software and, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software.
16. Headings. Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.
17. Waiver and Modification. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. This Agreement may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted.
18. Assignment. You may not assign this Agreement or any interest in this Agreement without the prior written approval of Company.
19. Severability. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.
20. Independent Contractors. This Agreement shall not be construed to create any employment, partnership, joint venture, franchise, or agency relationship between You and Company or to authorize either party to enter into any commitment or agreement binding on the other party.
21. Representations. You represent and warrant that You and the Licensee are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that you and Licensee will at any and all times meet all obligations hereunder, as well as any and all laws, regulations and policies that may apply to the access and use of the Software.
22. Force Majeure. Company will not be responsible or liable to Licensee, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of Nature, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or Licensee equipment, loss and destruction of property or any other circumstances or causes beyond Company’s reasonable control.
23. Governing Law. This Agreement will be governed by Tennessee law, without regard to its choice of law principles, and You and Company hereby agree to submit to the exclusive jurisdiction of the state and federal courts located in Hamilton County, Tennessee.
24. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, if sent by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to Company at the address set forth above and to You at the address provided at the time of registration to acquire access to and/or use of the Software (or to such other address as may be designated by a party from time to time in accordance with this Section 22).