Fluent Software Corporation – End-User License Agreement (EULA) Fluentsoft
Proprietary License (FPL) v1.0 — Effective: August 30, 2025

This EULA is a legal agreement between Fluent Software Corporation (“Licensor”,
“Fluentsoft”) and the entity or person installing, accessing, or using the
Software (“Customer”). By installing or using the Software, Customer agrees to
this EULA.

1. Definitions - Software: Licensor’s proprietary software, tools, libraries,
and accompanying files, including updates and documentation provided under this
EULA. - Order: The ordering document, invoice, or quote specifying license scope
(users/instances/cores), term, and fees. - Authorized Users: Customer’s
employees and contractors acting on Customer’s behalf. - Subscription: Time-
limited license with entitlement to updates/support as stated in the Order.

2. License Grant Subject to payment of applicable fees and compliance with this
EULA and the Order, Licensor grants Customer a non-exclusive, non-transferable,
non-sublicensable license to install and use the Software solely for Customer’s
internal business purposes, within the scope (e.g., seats/instances/cores,
environments, geography) and term set out in the Order.

3. Restrictions Customer shall not (and shall not permit others to): (a) reverse
engineer, decompile, or disassemble the Software except to the limited extent
permitted by applicable law notwithstanding this restriction; (b) rent, lease,
sell, resell, distribute, sublicense, host, or provide the Software to third
parties (including as part of a service bureau, SaaS, or timesharing) without a
separate written agreement; (c) remove or alter proprietary notices; (d) use the
Software to develop a competing product; (e) exceed the licensed scope (e.g.,
users/instances/cores).

4. Copies & Backups Customer may make a reasonable number of backup copies for
archival purposes, provided all copyright and proprietary notices are preserved.

5. License Keys & Technical Measures Software may include technical measures
(e.g., license keys) to enforce scope/term. Customer shall not circumvent such
measures. Licensor may provide replacement keys upon renewal or scope change.

6. Evaluation / NFR (Optional) If the Software is provided as Evaluation or Not-
For-Resale (“NFR”), use is limited to non-production evaluation for the shorter
of 30 days or the period stated in the Order; provided AS IS, with no support,
and may be disabled at term end. Production use requires a paid license.

7. Updates, Upgrades, and Support If the Order includes a Subscription or
Support & Maintenance, Customer is entitled to updates and support during the
active term as per Licensor’s then-current support policy. Updates may require
current versions or additional prerequisites.

8. Third-Party Components & Open Source The Software may include or link to
third-party components (including open-source). Licensor will provide applicable
notices in a THIRD-PARTY-NOTICES file or documentation. Such components are
licensed under their respective terms. To the extent of any conflict, those
terms govern the third-party components only.

9. Confidentiality The Software (including non-public documentation, license
keys, and technical information) is Licensor’s confidential information.
Customer shall protect it with at least the same care used for its own
confidential information and not less than reasonable care.

10. Data & Privacy The Software is not designed to store regulated personal data
unless expressly agreed. If processing of personal data is required, the parties
shall execute appropriate data protection terms.

11. Feedback Customer grants Licensor a perpetual, irrevocable, royalty-free
license to use suggestions or feedback to improve Licensor’s products and
services.

12. Ownership The Software is licensed, not sold. Licensor and its licensors
retain all rights, title, and interest (including intellectual property rights).
No rights are granted by implication.

13. Fees, Taxes, and Audit Fees are specified in the Order and are non-
refundable unless otherwise required by law. Fees exclude taxes; Customer is
responsible for applicable taxes (excluding Licensor’s income taxes). During the
term and for 12 months thereafter, Licensor may, upon 10 business days’ notice
and no more than once in any 12-month period, audit Customer’s records and
deployment solely to verify compliance. Customer shall promptly cure any under-
licensed use and pay additional fees.

14. Term and Termination This EULA begins upon first installation or access and
continues for the license term specified in the Order (or perpetually for
perpetual licenses) unless terminated. Licensor may terminate for material
breach not cured within 30 days of notice. Either party may terminate if the
other becomes insolvent or enters bankruptcy proceedings. Effect of Termination:
Upon termination or expiration, Customer must cease all use, uninstall, and
destroy copies of the Software and license keys. Sections 8–12 and 15–21 survive
termination.

15. Warranty Disclaimer TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS
PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS. LICENSOR DISCLAIMS ALL
WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT
THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

16. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR
SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS,
EVEN IF ADVISED OF THE POSSIBILITY. LICENSOR’S AGGREGATE LIABILITY FOR ALL
CLAIMS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE SOFTWARE IN THE 12
MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY
NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE.

17. Indemnity (IP) Licensor will defend Customer against third-party claims
alleging that the Software, as provided, directly infringes a U.S. patent,
copyright, or trade secret, and pay final damages awarded, provided Customer:
(a) promptly notifies Licensor; (b) gives sole control of defense/settlement to
Licensor; and (c) provides reasonable cooperation. Licensor may, at its option,
(i) procure the right to continue use, (ii) modify/replace the Software, or
(iii) terminate the license and refund prepaid unused fees. This obligation does
not apply to claims arising from combinations, modifications not made by
Licensor, or use outside the scope.

18. Export, Sanctions, and Government Use Customer shall comply with U.S. and
international export and sanctions laws (including EAR and OFAC). The Software
is “Commercial Computer Software” and “Commercial Computer Software
Documentation” under FAR/DFARS; U.S. Government use is subject to restricted
rights consistent with this EULA.

19. Assignment Customer may not assign or transfer this EULA (including by
merger, sale, or change of control) without Licensor’s prior written consent,
not to be unreasonably withheld. Any unauthorized assignment is void. Licensor
may assign to an affiliate or in connection with a corporate transaction.

20. Governing Law and Venue This EULA is governed by the laws of the
Commonwealth of Massachusetts, USA, without regard to conflict-of-law rules. The
parties consent to the exclusive jurisdiction and venue of the state and federal
courts located in Middlesex County, Massachusetts.

21. Miscellaneous If any provision is held unenforceable, it shall be modified
to the minimum extent necessary to make it enforceable, and the remainder
remains in effect. The EULA and the Order constitute the entire agreement
regarding the Software and supersede prior agreements on that subject. In case
of conflict, the Order prevails over this EULA solely regarding commercial terms
(scope/fees/term).

Packaging Notes (NuGet/binaries) - Include this text as LICENSE.txt and
reference it via PackageLicenseFile in .csproj. - Set
PackageRequireLicenseAcceptance to True.