Software License

1. Grant of License

1.1 License Grant

Subject to the terms and conditions of this Software License Agreement ("License"), Agent Ledger Pro grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Agent Ledger Pro software platform ("Software") solely for your internal real estate business purposes.

1.2 Scope of License

This License permits you to:

• Access and use the Software through our web-based platform
• Use the features and functionality included in your subscription plan
• Store and manage your business data within the platform
• Generate reports and exports for your business use

1.3 Users

This License is granted to you and, if applicable, the employees and agents of your organization who are authorized to use the Software under your subscription. You are responsible for ensuring that all authorized users comply with this License.

2. License Restrictions

You may NOT:

2.1 Copying and Distribution

• Copy, reproduce, duplicate, or clone any part of the Software
• Distribute, publish, or make the Software available to third parties
• Create derivative works based on the Software
• Sublicense, rent, lease, or lend the Software to others

2.2 Reverse Engineering

• Reverse engineer, decompile, or disassemble the Software
• Attempt to derive source code, algorithms, or data structures
• Analyze the Software to create competing products
• Remove or alter any proprietary notices or labels

2.3 Modification

• Modify, adapt, or create derivative works of the Software
• Merge the Software with other software without authorization
• Remove, disable, or circumvent security features

2.4 Commercial Exploitation

• Resell, redistribute, or commercially exploit the Software
• Use the Software to provide services to third parties (unless authorized)
• Use the Software as part of a service bureau or time-sharing arrangement

3. Intellectual Property Rights

3.1 Ownership

The Software, including all code, design, graphics, user interface, audio, video, text, and other content, is owned by Agent Ledger Pro or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

3.2 No Transfer of Rights

This License does not transfer any ownership rights in the Software to you. All rights not expressly granted are reserved by Agent Ledger Pro.

3.3 Trademarks

"Agent Ledger Pro," our logos, and other product names are trademarks of Agent Ledger Pro. You may not use these trademarks without prior written permission.

3.4 Your Content

You retain ownership of any data, content, or materials you upload to the Software ("Your Content"). By using the Software, you grant us a limited license to store, process, and display Your Content as necessary to provide the service.

4. Confidentiality

4.1 Confidential Information

You acknowledge that the Software contains trade secrets and confidential information of Agent Ledger Pro, including but not limited to:

• Software architecture and design
• Algorithms and data structures
• User interface designs
• Business processes and workflows
• Pricing and business strategies

4.2 Confidentiality Obligations

You agree to:

• Keep all confidential information strictly confidential
• Not disclose confidential information to any third party
• Use confidential information only as necessary to use the Software
• Take reasonable measures to protect confidential information
• Notify us immediately of any unauthorized disclosure

4.3 Duration

Your confidentiality obligations survive the termination of this License and continue for as long as the information remains confidential.

5. Third-Party Components

The Software may include third-party software components subject to separate license terms. Such components are provided "as is" and may be subject to their own terms and conditions. A list of third-party components and their licenses is available upon request.

6. Updates and Modifications

6.1 Updates

We may provide updates, upgrades, patches, or new versions of the Software from time to time. Such updates may be automatic and are subject to this License unless accompanied by separate terms.

6.2 Feature Changes

We reserve the right to modify, add, or remove features of the Software at any time. We will endeavor to provide reasonable notice of material changes.

7. Term and Termination

7.1 Term

This License is effective until terminated. Your subscription terms determine the duration of your access to the Software.

7.2 Termination by You

You may terminate this License at any time by canceling your subscription and ceasing all use of the Software.

7.3 Termination by Us

We may terminate this License immediately if you:

• Breach any term of this License
• Violate our Terms of Service or Acceptable Use Policy
• Fail to pay subscription fees when due
• Engage in conduct harmful to us or other users

7.4 Effect of Termination

Upon termination:

• Your right to access and use the Software immediately ceases
• You must destroy any copies of Software materials in your possession
• Provisions regarding intellectual property, confidentiality, and liability survive

8. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• ACCURACY, RELIABILITY, OR COMPLETENESS
• UNINTERRUPTED OR ERROR-FREE OPERATION

We do not warrant that the Software will meet your requirements or that defects will be corrected.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Agent Ledger Pro shall not be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability shall not exceed the fees you paid in the twelve (12) months preceding the claim
• We are not liable for loss of data, business interruption, or lost profits

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless Agent Ledger Pro, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:

• Your use of the Software
• Your violation of this License
• Your violation of any third-party rights
• Your Content uploaded to the Software

11. Export Compliance

You agree to comply with all applicable export laws and regulations. You represent that you are not located in, or a resident of, any country subject to U.S. trade sanctions, and that you are not on any U.S. government restricted party list.

12. Governing Law

This License shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions. Any disputes shall be resolved in the courts located in Collier County, Florida.

13. General Provisions

13.1 Entire Agreement

This License, together with our Terms of Service and Privacy Policy, constitutes the entire agreement between you and Agent Ledger Pro regarding the Software.

13.2 Severability

If any provision of this License is found unenforceable, the remaining provisions shall continue in effect.

13.3 Waiver

Failure to enforce any provision of this License shall not constitute a waiver of that provision.

13.4 Assignment

You may not assign or transfer this License without our prior written consent. We may assign this License at our discretion.

14. Contact Information

For questions about this Software License: