YieldWorks — End-User License Agreement

IMPORTANT — READ CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE.

This End-User License Agreement ("Agreement" or "EULA") is a legal agreement between you ("User," "You," or "Your") and Blazing Concepts, a sole proprietorship operated in the Province of Ontario, Canada ("Company," "We," "Us," or "Our"), for the use of YieldWorks shop management software, including any associated documentation, files, and updates ("Software").

By installing, copying, or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to these terms, do not install or use the Software. Installation and use of the Software constitutes Your acceptance of this Agreement.

1. Grant of License

Subject to Your compliance with the terms of this Agreement, the Company grants You a limited, non-exclusive, non-transferable, revocable license to:

(a) Install and use the Software on the number of computers permitted by Your license type (one computer for a Base license; one computer with team functionality for a Teams license);

(b) Make one (1) backup copy of the Software for archival purposes only;

This license is for use only and does not constitute a sale of the Software or any copy thereof. All rights not expressly granted herein are reserved by the Company.

2. License Types

The Software is available in the following license configurations:

(a) Base License — Permits installation and use on one (1) computer by a single user for sole proprietor or individual use.

(b) Teams License — Permits installation and use on one (1) computer by a single primary user, with the additional capability to assign tasks and work orders to team members.

Each license is tied to a single license key and may not be shared, transferred, or used on additional computers without purchasing additional licenses.

3. Restrictions

You may NOT:

(a) Copy, modify, adapt, translate, or create derivative works based on the Software, in whole or in part;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, algorithms, or underlying structure of the Software;

(c) Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software or Your license rights to any third party;

(d) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;

(e) Use the Software to develop a competing product or service;

(f) Use the Software in any manner that violates applicable local, provincial, national, or international laws or regulations;

(g) Attempt to bypass, disable, or circumvent any license key, activation mechanism, or copy protection used in the Software.

4. Intellectual Property

The Software, including all code, design, structure, organization, documentation, graphics, logos, and trade names, is the exclusive property of the Company and is protected by Canadian and international copyright, trademark, and intellectual property laws.

This Agreement does not grant You any ownership interest in the Software. You acknowledge that the license granted herein provides only a limited right of use under the terms and conditions of this Agreement.

5. Your Data

(a) Ownership. All data You enter into the Software — including but not limited to customer information, estimates, invoices, inventory records, work orders, and any other business data — is and remains Your property. The Company claims no ownership, right, or interest in Your data.

(b) Local Storage. The Software stores Your data locally on Your computer. The Company does not collect, transmit, access, or store Your business data on any server or cloud service.

(d) No Telemetry. The Software does not collect usage analytics, telemetry data, or personal information without Your explicit knowledge and consent. Any optional analytics features, if implemented in future versions, will require Your express opt-in consent.

6. Data Backup and Loss

(a) You are solely responsible for maintaining regular backups of Your data. The Company strongly recommends implementing a routine backup strategy for all data stored within the Software.

(b) THE COMPANY IS NOT RESPONSIBLE FOR ANY LOSS, CORRUPTION, OR DESTRUCTION OF YOUR DATA, WHETHER CAUSED BY HARDWARE FAILURE, SOFTWARE MALFUNCTION, USER ERROR, POWER OUTAGE, OR ANY OTHER CAUSE.

(c) In no event shall the Company be liable for the cost of recovering lost or corrupted data, or for any damages arising from the loss or corruption of data.

7. Updates and Support

(a) Corrective Updates. Bug fixes, security patches, and issue resolution updates ("Corrective Updates") are provided free of charge for the lifetime of Your license. The Company will make reasonable efforts to address reported issues in a timely manner, but does not guarantee a specific resolution timeline.

(b) Functional Updates. New features, enhancements, and new modules ("Functional Updates") are provided free of charge for twelve (12) months from the date of Your original license purchase. After this period, Functional Updates will be available for purchase at a discounted upgrade price.

(c) Delivery. Updates will be made available for download through the Company's website or through the Software's built-in update mechanism.

(d) Support. The Company will provide reasonable technical support through the support system available at yieldworks.co/support.html. Support is provided on a best-efforts basis and does not include on-site support, training, or customization services.

(e) No Obligation. The Company reserves the right to modify, suspend, or discontinue any aspect of the Software, including support services, at any time. In the event the Software is discontinued, existing licenses will remain valid for continued use of the last available version.

8. Warranty Disclaimer

(a) THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(b) THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED WITHIN ANY SPECIFIC TIMEFRAME.

(c) THE COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CALCULATIONS, ESTIMATES, OR OUTPUT GENERATED BY THE SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL OUTPUT BEFORE RELYING ON IT FOR BUSINESS DECISIONS.

(d) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

(e) Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, the above exclusions may not apply to You, and You may have additional rights under applicable law.

9. Limitation of Liability

(a) Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO THE COMPANY FOR THE SOFTWARE LICENSE.

(b) Exclusion of Damages. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY:

(i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(ii) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;

(iii) LOSS OF OR DAMAGE TO DATA;

(iv) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(v) BUSINESS INTERRUPTION;

(vi) ANY OTHER PECUNIARY LOSS;

ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

(d) Some jurisdictions do not allow the limitation or exclusion of liability for certain types of damages. In such jurisdictions, the Company's liability shall be limited to the greatest extent permitted by applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its owners, officers, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) Your use of the Software;

(b) Your violation of this Agreement;

(d) Any claim that Your use of the Software infringes upon or violates the rights of any third party.

11. Termination

(a) By You. You may terminate this Agreement at any time by uninstalling the Software and destroying all copies in Your possession or control.

(b) By the Company. The Company may terminate this Agreement immediately if You breach any term of this Agreement. Upon termination, You must cease all use of the Software and destroy all copies.

(c) Effect of Termination. Upon termination of this Agreement for any reason: (i) All rights and licenses granted to You under this Agreement shall immediately cease; (ii) You shall promptly uninstall the Software and destroy all copies; (iii) Your data remains Your property — You should export Your data prior to uninstalling the Software.

(d) Survival. Sections 4, 5, 6, 8, 9, 10, 13, and 14 shall survive termination of this Agreement.

12. Privacy

(a) The Company respects Your privacy. The Software does not require an internet connection for core functionality and does not transmit Your business data to any external server.

(b) Limited data may be transmitted in connection with license activation, update checks, and optional crash reporting. Any such data transmission will be limited to technical information necessary for these functions and will not include Your business data.

13. Governing Law

(a) This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

(b) The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.

14. Dispute Resolution

(a) Informal Resolution. Before initiating any formal dispute resolution proceeding, You agree to first contact the Company at info@yieldworks.co and attempt to resolve the dispute informally for a period of thirty (30) days from the date of Your initial notice.

(b) Binding Arbitration. If the dispute cannot be resolved informally within the thirty (30) day period, either party may submit the dispute to final and binding arbitration administered by the ADR Institute of Canada, Inc., in accordance with its Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the Province of Ontario, Canada, and shall be conducted in the English language.

(c) Arbitration Costs. Each party shall bear its own costs and expenses (including legal fees) in connection with the arbitration. The fees of the arbitrator and the administrative costs of the arbitration shall be shared equally between the parties, unless the arbitrator determines otherwise.

(d) Arbitration Award. The decision of the arbitrator shall be final and binding on both parties. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

(e) CLASS ACTION WAIVER. YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against the Company.

(f) Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

(g) Small Claims. Either party may bring an individual action in small claims court for disputes within the jurisdiction of such court.

15. Export Compliance

You agree not to export or re-export the Software in violation of any applicable export control laws or regulations, including but not limited to those of Canada and the country in which You reside.

16. General Provisions

(a) Entire Agreement. This Agreement constitutes the entire agreement between You and the Company with respect to the Software and supersedes all prior or contemporaneous understandings, communications, or agreements, whether written or oral.

(b) Amendment. This Agreement may not be amended or modified except by a written instrument signed by the Company. The Company may update this Agreement from time to time; updated terms will be posted at yieldworks.co/eula.html and will apply to new installations and license activations.

(c) Severability. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

(d) Waiver. The failure of the Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

(e) Assignment. You may not assign or transfer this Agreement or Your rights hereunder without the prior written consent of the Company. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

(f) Notices. Any notices required or permitted under this Agreement shall be sent to the Company at info@yieldworks.co or by mail to the address listed on the Company's website.

(g) Force Majeure. The Company shall not be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, war, terrorism, or disruption of telecommunications or internet services.

(h) Language. This Agreement is drafted in the English language. In the event of a conflict between the English version and any translation, the English version shall prevail.

17. Acknowledgment

BY INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND THE COMPANY, SUPERSEDING ANY PRIOR AGREEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF.

Blazing Concepts
Ontario, Canada
info@yieldworks.co
yieldworks.co