END-USER LICENSE AGREEMENT (EULA)

For Salamanca Software Solutions Services, Add-ons, and Reseller Products

Effective Date: January 1, 2025

This End-User License Agreement (“Agreement”) is a legal agreement between you (“User,” “Customer,” or “You”) and Salamanca Software Solutions (“Salamanca”) governing the use of any software, services, custom databases, plug-ins, templates, documentation, or value-added content provided, resold, supported, or customized by Salamanca.

This includes third-party software products such as Active Takeoff (“Third-Party Software”) and any related support, integrations, training, custom databases, or enhancements provided by Salamanca (“Value-Added Services”).

1. Relationship to Third-Party Software

Salamanca Software Solutions is an authorized reseller, support provider, and value-added service provider. Salamanca is not the creator, owner, or intellectual property holder of Active Takeoff or any other Third-Party Software unless explicitly stated otherwise.

All licensing rights, restrictions, warranties, obligations, and terms related to Third-Party Software are governed exclusively by the original software provider’s End-User License Agreement (for example, Quoter Software Inc. for Active Takeoff).

This Agreement applies solely to Salamanca’s Value-Added Services, including support, onboarding, consulting, custom databases, templates, integrations, plug-ins, and related materials.

Nothing in this Agreement transfers ownership or intellectual property rights related to any Third-Party Software.

2. Grant of License

Subject to compliance with this Agreement, Salamanca grants you a limited, non-exclusive, non-transferable, revocable license to:

• Use custom databases, templates, plug-ins, integrations, and materials created by Salamanca;

• Access Salamanca-provided support, onboarding, training, and consulting services;

• Use Salamanca-developed enhancements together with properly licensed Third-Party Software for internal business purposes only.

This license does not grant any right to copy, distribute, sublicense, resell, publish, modify, or commercially exploit Salamanca proprietary materials separately from their intended use.

3. User Obligations

You agree to:

• Comply with all applicable licensing terms of the Third-Party Software provider;

• Use Salamanca services and software only for lawful business purposes;

• Not modify, reverse engineer, reproduce, distribute, share, or misuse Salamanca proprietary materials without prior written authorization;

• Maintain appropriate backups of project files, estimates, databases, and business data.

You remain solely responsible for verifying all project information, calculations, quantities, measurements, pricing, and estimates before relying on them for business or construction purposes.

4. Third-Party Software Disclaimer

Salamanca is not responsible for the operation, licensing, updates, availability, functionality, security, or performance of any Third-Party Software.

Any warranties, liabilities, technical limitations, software defects, interruptions, or compatibility issues related to Third-Party Software remain solely the responsibility of the original software provider.

Users must review the applicable Third-Party Software EULA for complete licensing and warranty information.

5. Custom Databases and Estimating Disclaimer

Salamanca Software Solutions may provide custom databases, templates, pricing structures, assemblies, integrations, or estimating-related tools as part of its Value-Added Services.

While Salamanca strives to provide accurate and professionally structured materials, Salamanca does not guarantee:

• the accuracy of estimates,

• quantities,

• pricing,

• measurements,

• labor calculations,

• material costs,

• tax calculations,

• project profitability,

• or construction outcomes.

Users are solely responsible for reviewing, validating, and approving all estimates, calculations, pricing, and project-related information before use.

6. Online Services and Availability

Certain Salamanca services may rely on internet connectivity, cloud platforms, third-party hosting providers, external APIs, communication systems, or software services beyond Salamanca’s control.

Salamanca does not guarantee uninterrupted availability or error-free operation of such services and shall not be liable for delays, interruptions, outages, or failures caused by external systems or providers.

7. Intellectual Property

All Salamanca-developed content, including but not limited to:

• custom databases,

• templates,

• plug-ins,

• integrations,

• documentation,

• training materials,

• workflows,

• support systems,

• custom tools,

• and related materials

remain the exclusive intellectual property of Salamanca Software Solutions unless otherwise agreed in writing.

No ownership rights are transferred under this Agreement.

8. Termination

This Agreement remains in effect until terminated.

Salamanca may suspend or terminate access to its Value-Added Services immediately if you:

• violate this Agreement;

• use Salamanca services unlawfully;

• attempt to resell, redistribute, sublicense, or misuse Salamanca proprietary materials without authorization.

Upon termination, you must immediately cease use of all Salamanca-provided materials and destroy any copies in your possession.

9. No Warranty

All Salamanca services, support, materials, databases, templates, and integrations are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, whether express or implied.

Salamanca does not guarantee uninterrupted operation, compatibility, specific business outcomes, profitability, or error-free performance when used with Third-Party Software, external systems, or customer-provided data.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Salamanca Software Solutions shall not be liable for:

• indirect, incidental, special, or consequential damages;

• loss of profits, revenue, business opportunities, or data;

• estimating errors or construction-related losses;

• interruptions of business operations;

• issues caused by Third-Party Software or external services.

In all cases, Salamanca’s total liability shall not exceed the total amount paid directly to Salamanca for the applicable services during the previous twelve (12) months.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of El Salvador, without regard to conflict of law principles.

Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of El Salvador.

12. Language

This Agreement may be translated into other languages for convenience.

In the event of any conflict or inconsistency between translations, the Spanish version shall prevail.

13. Entire Agreement

This Agreement constitutes the complete agreement between the parties regarding Salamanca’s Value-Added Services and supersedes any prior discussions, understandings, or agreements relating to such services.

14. Acceptance

By downloading, installing, accessing, purchasing, or using Salamanca services, software, databases, templates, or support offerings, you acknowledge that you have read, understood, and agreed to this Agreement.