END USER LICENSE AGREEMENT (EULA)

Balanced — California Fiduciary Accounting Software

Last Updated: October 2, 2026

1. LICENSE GRANT

Subject to the terms of this Agreement, Balanced Legal Technology, LLC, a California Limited Liability Company (“Licensor”) grants you (“Licensee” or “User”) a non-exclusive, non-transferable, revocable license to install and use Balanced (“Software”) on a single computer. Each license key permits installation and use on one (1) device. Licensees requiring use on multiple devices must purchase additional licenses. Each license includes unlimited usage with no caps or usage limits.

The license is valid for the annual subscription period indicated at the time of purchase and is subject to automatic renewal unless cancelled by Licensee at least thirty (30) days prior to the renewal date.

2. LICENSE KEY AND ACTIVATION

The Software requires a valid license key for activation. License keys are issued by Licensor and validated locally on your device. The Software may periodically verify the license status via an internet connection. A grace period of thirty (30) days is provided for offline use between verification checks.

3. INTENDED USE, LIMITATIONS, AND ASSUMPTION OF RISK

3.1 Professional Tool — Not Legal or Financial Advice

The Software is a productivity tool designed to assist individuals (“Users”) in preparing editable preliminary draft accounting Excel workbooks from PDF financial statements. The Software is a productivity tool only — it is not a law firm, accounting firm, or fiduciary service. The Software’s output is not legal advice, financial advice, or a substitute for professional judgment, and it may contain errors, omissions, or misclassifications. The User must ALWAYS confirm and verify the completeness and accuracy of all data produced in the entire Excel output Licensor does not provide legal, financial, tax, fiduciary, or accounting advice of any kind.

3.2 Preliminary Results Only — No Guarantee of Accuracy

THE SOFTWARE PRODUCES PRELIMINARY DRAFT ACCOUNTINGS THAT MUST BE INDEPENDENTLY REVIEWED, VERIFIED, AND CONFIRMED BY THE USER BEFORE RELYING UPON FOR ANY PURPOSE, OR USING AS THE BASIS FOR ANY DECISION. The Software does not guarantee the accuracy, completeness, correctness, or legal sufficiency of any output under any circumstances. All results should be treated as an unverified starting point for professional review, not a finished or reliable product.

LICENSOR DOES NOT GUARANTEE, WARRANT, OR REPRESENT THAT: - THE SOFTWARE WILL PRODUCE BALANCED RESULTS — The accounting equation may not balance for any given set of statements, and an imbalanced result does not indicate a defect in the Software - THE SOFTWARE WILL PRODUCE ACCURATE RESULTS — Transaction amounts, dates, classifications, schedule assignments, beginning and ending asset values, and all other extracted data may contain errors, omissions, or misclassifications - THE SOFTWARE WILL CORRECTLY EXTRACT ALL DATA — The Software may fail to extract some or all transactions, balances, holdings, or other data from any financial statement, regardless of format or quality - THE SOFTWARE WILL CORRECTLY CLASSIFY TRANSACTIONS — Transactions may be assigned to incorrect schedules, categorized improperly, or omitted entirely - THE OUTPUT WILL BE SUITABLE FOR ANY PURPOSE — The output is a preliminary draft that requires independent review, correction, and verification before it is suitable for any purpose whatsoever, including but not limited to court filing, circulation to third parties, client reporting, regulatory compliance, tax preparation, financial planning, or any other personal or business use

3.3 Professional Responsibility and Sole Reliance

LICENSEE ACKNOWLEDGES AND AGREES THAT: - The Software is a productivity aid and does not replace, supplement, or reduce the User’s obligation to independently verify all accounting data before use - Licensee bears sole, complete, and exclusive professional responsibility for any usage of the Software and its output, including but not limited to verifying the accuracy of all data, transactions, dollar amounts, dates, the correctness of all classifications, the completeness of all schedules, and the legal sufficiency of any part of the Software output - The User’s personal and direct oversight is required before any use of Software output. Licensee must independently verify every transaction, amount, classification, beginning value, ending value, schedule totals, and all other data produced by the Software against the original source PDF statements before relying upon in any way, shape, or form - Licensee must always and thoroughly review, edit, correct, and modify the Software output as necessary to ensure accuracy and compliance with applicable law, court rules, and professional standards; the Excel output is fully editable and unrestricted for this purpose - Licensee — not Licensor — bears sole, complete, and exclusive responsibility for any use of the Software for any purpose whatsoever - The Software utilizes automated extraction technology that is inherently imperfect and subject to errors arising from variations in financial institution statement formats, document quality, and the limitations of data extraction technology - Financial statement formats change over time from institution to institution, without notice, and extraction accuracy for any given institution or statement format may vary, degrade, or fail entirely at any time without warning

3.3a The User Must Verify All Data Produced by the Software

Because the Software’s extraction is imperfect, may contain errors, and depends on the formats of each financial institution’s statement, Licensee’s independent review is critically essential and the User must always verify all data on all schedules and every piece of the entire Excel output produced by the Software.

3.3b Feedback and Error Reporting

Licensor values and requests detailed Licensee feedback on any errors, omissions, misclassifications, incorrect account groupings, missing accounts or sub-accounts, missing transactions, or any other defects observed in Software output. Licensee is invited to report such issues to support@balanced.law with as much detail as practical, including the name of the financial institution, the type of account, what the Licensee expected to see, and what the Software produced instead. Such feedback materially supports Licensor’s ability to maintain and improve extraction accuracy across the ecosystem of financial institution statement formats and benefits all Licensees. Reporting errors is not a condition of the Software license, but is a meaningful contribution to the Software’s continued reliability.

3.4 Direct Data Extraction; No Rounding Adjustments

The Software extracts data directly from the source PDF statements. It does not adjust any extracted amount to make an accounting balance; any difference, including a rounding difference of one cent, is shown as an imbalance. The Excel workbook is fully editable, and Licensee may modify, correct, or adjust any value in the Software output as part of Licensee’s own professional review. Licensee remains solely responsible for independently verifying every transaction amount, schedule total, overall balance, and all other data produced in the Excel output against the source PDF statements before use.

3.5 Assumption of Risk - Licensee Assumes All Risk Associated with Using the Software

BY USING THE SOFTWARE, LICENSEE VOLUNTARILY ASSUMES ALL RISK ASSOCIATED WITH: - The accuracy or inaccuracy of any and all Software output - The completeness or incompleteness of extracted data - The correctness or incorrectness of transaction classifications and schedule assignments - The use of Software output as a basis for, or component of, any court filing, beneficiary distribution, client communication, tax return, regulatory submission, financial report, or any other document or work product, whether for personal, business, or professional purposes - Any consequences arising from using, filing, distributing, relying upon, or acting upon an accounting prepared with the assistance of the Software, including but not limited to court sanctions, surcharges, penalties, malpractice claims, breach of fiduciary duty claims, negligence claims, client disputes, beneficiary disputes, co-fiduciary disputes, regulatory actions, tax penalties, professional disciplinary proceedings, and any other claims or damages of any kind - Any errors, omissions, or deficiencies in the Software output whatsoever

Licensee acknowledges that Licensee is solely responsible for independently evaluating and confirming or correcting the accuracy of any output prepared using the Software, and that Licensee’s decision to use the Software does not diminish, transfer, or affect that responsibility in any way. This responsibility applies to any individual or entity using the Software for any purpose.

4. DATA COLLECTION, TELEMETRY, AND PRIVACY

4.1 Local Processing of Statement PDFs

The Software processes all PDF financial statements locally on Licensee’s device. All PDF statement extraction, transaction classification, schedule computation, and Excel workbook generation occurs entirely on Licensee’s local computer. Uploaded financial statement PDF documents are not sent to cloud services, Large Language Models (LLMs), AI APIs, or external processing engines.

4.2 Adaptive Learning Telemetry

The Software incorporates an adaptive learning engine that continuously improves its ability to accurately extract and classify financial data across the wide variety of statement formats produced by financial institutions in the United States. Because each financial institution uses unique and frequently changing document formats, layouts, and data structures, the learning engine requires calibration data to maintain and expand extraction accuracy.

To support this functionality, the Software automatically generates and transmits diagnostic telemetry data (“Telemetry Data”), such as statement formatting and layout, headers, columns, rows, summary table locations, dollar amount identifier signs, and so on, to Licensor via encrypted connection when the Software’s internal quality assurance processes detect an extraction variance exceeding internal accuracy thresholds (i.e. incomplete extraction processing). The actual uploaded PDF financial statements are NEVER TRANSMITTED for confidentiality purposes. Telemetry Data is transmitted via TLS-encrypted channels and stored in encrypted secure storage controlled exclusively by Licensor. Diagnostic Telemetry Data is retained for the purposes set forth in Section 4.16 (Permanent Retention for Regression Testing). This process is described in detail below.

4.3 What Telemetry Data Is Collected

When the Software’s internal quality checks detect an extraction variance, anonymized data is collected, including but not limited to:

Structured Diagnostic Metadata: - Financial institution name (as identified from the statement) - Aggregate schedule category totals (dollar amounts by accounting schedule) - Transaction counts and dates - Extraction variance amount and automated diagnostic assessment - Software version identifier and timestamp - Document structure, including column layouts, section headers, dollar amounts, dates, and financial terminology

The Software does NOT transmit, upload, or provide Licensor with access to Licensee’s original PDF financial statements at any time. Diagnostic Telemetry Data consists exclusively of extracted text data processed through the Software’s pipeline. The purpose of collecting statement format data / Diagnostic Telemetry Data is exclusively to enable the learning engine to analyze the document structure and layout patterns used by financial institutions, in order to build and refine the Software’s extraction capabilities.

4.4 Diagnostic Telemetry Data is Anonymous

The Software’s privacy architecture has two complementary layers. The first — and foundational — layer is that Licensee’s original PDF financial statement documents never leave Licensee’s device, under any circumstances. Original PDF financial statements are processed entirely on local hardware. What is transmitted to Licensor as Diagnostic Telemetry Data (in the event of incomplete extraction) is a machine-oriented artifact produced by the Software’s extraction pipeline — not a copy, image, scan, or visual reproduction of any source PDF statement document. This structural transformation from the branded PDF statement to an abstract fragment is the primary privacy and confidentiality boundary.

The second layer is applied to the Telemetry Data fragment itself prior to transmission. Prior to any Telemetry Data leaving Licensee’s device, the Software applies an automated anonymization protocol designed to identify and remove certain personally identifiable information from the collected data. The anonymization process targets common PII patterns, including government-issued identifiers and Social Security Numbers, while preserving the document structure, financial data, dollar amounts, dates, and transaction details solely necessary for the learning engine to analyze format patterns and improve extraction accuracy. The anonymization protocol operates entirely on Licensee’s local hardware before any data is transmitted.

4.5 Anonymization Limitations

While the Software employs commercially reasonable anonymization techniques to identify and remove personally identifiable information from the telemetry metadata fragment prior to data collection, Licensor cannot guarantee that the automated anonymization process will detect and redact every instance of PII that might be found in the de-structured metadata telemetry fragment itself. Again, the actual PDF statements are NEVER transmitted, shared, collected or stored - the actual PDF documents processed always remain completely confidential at all times.

By using the Software, Licensee acknowledges and accepts this inherent limitation of automated data processing and agrees that Licensor shall not be liable for any incidental inclusion of identifiable information in Telemetry Data. All Telemetry Data — including any incidentally included PII — is transmitted via TLS-encrypted connection to Licensor’s secure infrastructure and stored in encrypted storage with no public access. At no point is Telemetry Data made accessible to any party other than Licensor.

4.5a Anonymous Usage Analytics Ping

In addition to the Adaptive Learning Telemetry described in Sections 4.2 through 4.5 (which transmits only when an extraction variance is detected), the Software transmits a separate, fully anonymous usage-analytics ping in connection with each accounting run. One ping is transmitted when Licensee clicks the “Generate Accounting” button, and a second is transmitted when that run ends. The purposes of these pings are (i) to allow Licensor to understand aggregate product usage — for example, total daily Generate-button clicks across all licensed installations and runs per firm over time — for capacity planning and product-development decisions, and (ii) to allow Licensor to verify that the Adaptive Learning Telemetry described in Sections 4.2 through 4.5 is actually being received when a run produces one, so that a defect which silently prevents transmission can be detected and corrected.

The contents of each usage-analytics ping consist exclusively of the following three fields:

Firm hash: a short hexadecimal identifier already baked into Licensee’s license key (specifically, a one-way SHA-256 hash of the lowercased licensed firm name, truncated to its first eight hexadecimal characters). The firm hash is irreversible by ordinary means and contains no recoverable identifying information.
Software version: the version string of the running Software (e.g., “1.4.31”).
Run outcome: a single word drawn from a fixed, closed list, indicating only which of six states the run was in: started (Licensee clicked Generate), balanced (the run completed and the accounting balanced), imbalanced (the accounting did not balance and a diagnostic report was transmitted), imbalanced_dup (the accounting did not balance and the diagnostic report was identical to one already transmitted, so nothing further was sent), imbalanced_unsent (the accounting did not balance and the diagnostic report could not be transmitted), or error (the run did not complete). The run outcome is a category only. It contains no dollar amount, no count of statements or transactions, no institution or account name, no date or period, and nothing whatsoever derived from the contents of Licensee’s documents.

No other data is transmitted with a usage-analytics ping. Without limitation, the usage-analytics ping does NOT contain or transmit any portion of any PDF statement; any transaction data, dollar amount, account number, or security holding; any client name, matter name, or other Licensee-supplied content; or any other personally identifying or matter-identifying information of any kind.

The usage-analytics ping operates fire-and-forget: it runs asynchronously to Licensee’s accounting workflow, has a three-second timeout, and silently fails on any network or server error. The ping never delays, blocks, or otherwise affects the Software’s operation, and the success or failure of any individual ping is invisible to Licensee.

Transmission and retention. Usage-analytics pings are transmitted via TLS-encrypted connection to the same secure infrastructure that handles Adaptive Learning Telemetry. Because the firm hash is irreversible, individual pings cannot be linked to any identifiable firm, person, or matter without external correspondence between firm hashes and firm names that Licensor controls and does not share. Aggregate usage data (total daily clicks, distinct firm hashes per period, version distribution, and counts of runs by outcome) is retained indefinitely for the purposes described in this Section 4.5a. The Section 4.7 prohibition on sale, sharing, or transfer to any third party applies fully to all usage-analytics data.

4.6 Data Retention

Telemetry Data is retained by Licensor indefinitely for the purposes described in this Section 4 and in Section 4.16 (Permanent Retention for Regression Testing). Diagnostic Telemetry Data forms a permanent regression test corpus used to validate that future Software updates do not break extraction accuracy for any statement format previously processed by the Software. This permanent retention is necessary to fulfill the Software’s commitment to ongoing extraction reliability and is a material term of this Agreement.

Aggregated, non-identifiable statistical data (e.g., institution-level success rates, extraction accuracy metrics) may also be retained indefinitely as it contains no information attributable to any individual, account, or matter

4.7 No Sale or Third-Party Use; Limited Business-Transfer Exception

Licensor does not sell, share, rent, trade, disclose, or transfer Telemetry Data — or any data derived from it — to any third party for any purpose, except as expressly described in this Section 4.7. Telemetry Data is consumed by Licensor’s adaptive learning engine and internal systems for the purpose of improving the Software’s extraction and classification capabilities.

Telemetry Data is NEVER used for:

Marketing, advertising, or user profiling
Sale or licensing to data brokers, analytics companies, advertisers, or any similar third party
Training of artificial intelligence models, machine learning models, or neural networks of any kind
Any purpose other than improving the Software’s core extraction functionality and the operation of Licensor’s business as set forth in this Agreement

Business-transfer exception. Because the Telemetry Data corpus is essential to the Software’s continued operation and improvement (see Section 4.16), in the event of a merger, acquisition, sale of substantially all of Licensor’s assets, reorganization, change of control, or similar business transfer, Telemetry Data may be transferred to the successor entity as part of the business assets.

4.8 Data Ownership and Telemetry License

By using the Software, Licensee grants Licensor a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to retain, process, and use the diagnostic Telemetry Data described in this Section 4 for the purposes of maintaining, validating, and improving the Software’s extraction capabilities, including its use as part of the permanent regression test corpus described in Section 4.16.

4.9 No Artificial Intelligence Training

Licensor does not train any artificial intelligence models, machine learning models, large language models, or neural networks using Telemetry Data, Customer Data, or any data derived therefrom. The Software’s adaptive learning engine operates through proprietary extraction pattern refinement and does not involve AI model training.

4.10 Confidentiality of Telemetry Data

Licensor shall treat all Telemetry Data with the same degree of care that Licensor uses to protect its own confidential information of like kind, but not less than reasonable care. Telemetry Data is accessible only to authorized personnel of Licensor with a legitimate need to access such data for the purpose of improving the Software’s extraction capabilities. Licensor shall not disclose Telemetry Data to any third party except as required by applicable law or court order.

4.11 Data Processor Status

For purposes of applicable data protection laws, Licensor acts as a Data Processor with respect to any personal data incidentally included in Telemetry Data. Licensee, as the Data Controller, is responsible for determining the lawfulness of the data processing described in this Section 4 under applicable law.

4.12 When Telemetry Is Not Generated

The Software does not generate or transmit Diagnostic Telemetry Data in the following circumstances: - When no extraction variance is detected in the output - When Licensee’s device does not have an active internet connection (Telemetry Data is not queued or cached for later transmission)

4.13 Material Term

This data collection is a material term of this Agreement and is necessary for Licensor to maintain and improve the Software’s extraction accuracy across the hundreds of financial institutions and statement formats encountered by Licensees. The adaptive learning engine is a core component of the Software’s value and cannot function without periodic calibration data. By using the Software, Licensee consents to the collection, transmission, and processing of Diagnostic Telemetry Data as described in this Section 4.

4.14 Licensee Responsibility for Permissible Use

Licensee is solely responsible for determining whether Licensee’s use of the Software and the associated data collection described in this Section 4 is permissible. Licensor does not provide any legal advice whatsoever.

4.15 No Cloud Processing of Licensee Data; No PDF Transmission

For the avoidance of doubt: Licensee’s original PDF financial statements are never transmitted, uploaded, copied, or provided to Licensor under any circumstances. Processed PDF files remain exclusively on Licensee’s local device at all times. The Telemetry Data described in this Section 4 consists exclusively of extracted text data fragments processed through the Software’s pipeline — not the original documents themselves. At no time does Licensor receive, process, store, or have access to Licensee’s original financial PDF statement documents.

4.16 Retention of Diagnostic Telemetry Data is Necessary for Regression Testing and Software Functionality

Diagnostic Telemetry Data is retained by Licensor and incorporated into a permanent regression test corpus. This corpus is used by Licensor to verify, before any Software update is released, that the update does not break extraction accuracy for any statement format previously processed by the Software.

Retention is limited to what is strictly necessary for the Software to function and improve. The corpus exists solely to support the core functionality and ongoing value of the Software — namely, the Software’s ability to reliably extract data across the wide and constantly changing landscape of financial institution statement formats. Without this corpus, the Software cannot meaningfully verify that updates preserve previously achieved extraction accuracy, and the Software’s central value proposition — extraction across many institutions — is materially diminished. The retention is therefore a load-bearing component of the product itself, not an ancillary collection practice.

This permanent retention is a foundational quality-assurance mechanism of the Software. It enables Licensor to maintain extraction reliability as statement formats evolve and to ensure that improvements made for one Licensee benefit all Licensees without introducing regressions for any other Licensee.

By using the Software, Licensee consents to the permanent retention and use of Diagnostic Telemetry Data for these regression-testing purposes. This consent is a material term of this Agreement and cannot be revoked without ceasing use of the Software.

4.17 Deidentification and CCPA Status

By using the Software, Licensee agrees that Diagnostic Telemetry Data is deidentified within the meaning of the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act (“CCPA/CPRA”), Cal. Civ. Code § 1798.140(m). Specifically:

Structural safeguard. The Diagnostic Telemetry Data process discards PDF statement document branding, letterhead, visual layout, and images. What is transmitted as Diagnostic Telemetry Data is a stream of text fragments and numeric tokens.
Technical safeguards. The anonymization protocol furthermore targets common PII patterns, including government-issued identifiers and Social Security Numbers, prior to transmission.
Business processes. Licensor has implemented internal policies and access controls designed to prevent reidentification of Telemetry Data.
Public commitment. Licensor publicly commits, in this Agreement, not to attempt to reidentify Telemetry Data and not to permit any third party to do so.
Contractual obligation of recipients. As described in Section 4.7, Licensor does not share Telemetry Data with third parties for their own purposes. The sole exception is a business transfer to a new owner or operator (e.g., in connection with a sale, merger, acquisition, or change of control). In any such transfer, Licensor will contractually obligate the new owner or operator, in writing, to commit to the no-reidentification requirements of this Section 4.

Licensee agrees that Diagnostic Telemetry Data is not “personal information” under CCPA/CPRA and is not subject to the rights and obligations applicable to personal information under that statute. Licensee acknowledges this status as a material term of this Agreement.

4.18 United States Only

The Software is offered solely to Licensees located in the United States and is not directed to or intended for use by individuals or entities located in the European Union, the United Kingdom, or any other jurisdiction whose data protection laws (including but not limited to the General Data Protection Regulation (EU) 2016/679 and the United Kingdom GDPR) impose obligations beyond those set forth in this Agreement. By using the Software, Licensee represents and warrants that Licensee is located in, and is using the Software from, the United States.

5. INTELLECTUAL PROPERTY

5.1 Ownership

The Software, including all extraction algorithms, proprietary extraction logic, accounting computation methods, and source code, is the exclusive property of Licensor and is protected by copyright, trade secret, and other intellectual property laws.

5.2 Restrictions

Licensee shall not: - Copy, modify, reverse engineer, decompile, or disassemble the Software - Distribute, sublicense, lease, or transfer the Software to any third party - Remove or alter any proprietary notices or labels - Use the Software to develop a competing product - Attempt to extract, reconstruct, or reverse-engineer the Software’s proprietary extraction logic or algorithms

6. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, AND NON-INFRINGEMENT
ANY WARRANTY THAT THE SOFTWARE WILL PRODUCE ACCURATE, COMPLETE, CORRECT, OR BALANCED RESULTS
ANY WARRANTY THAT THE SOFTWARE WILL CORRECTLY EXTRACT, CLASSIFY, OR PROCESS ANY OR ALL DATA FROM ANY FINANCIAL STATEMENT
ANY WARRANTY THAT THE SOFTWARE OUTPUT WILL BE SUITABLE FOR FILING WITH ANY COURT OR REGULATORY BODY, OR FOR ANY OTHER PURPOSE
ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS
ANY WARRANTY THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS
ANY WARRANTY THAT THE ANONYMIZATION OR TELEMETRY PROCESSES WILL SUCCESSFULLY REMOVE ALL PERSONALLY IDENTIFIABLE INFORMATION FROM COLLECTED TELEMETRY DATA
ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE

LICENSOR MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SOFTWARE OR ANY OUTPUT PRODUCED BY THE SOFTWARE. Licensee acknowledges that the Software utilizes automated data extraction technology that is inherently imperfect and that errors in extraction, classification, computation, and output are expected and normal occurrences. Any use of or reliance on Software output is entirely at Licensee’s own risk.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

7. LIMITATION OF LIABILITY

7.1 Cap on Damages

IN NO EVENT SHALL LICENSOR’S TOTAL AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNITY, OR OTHERWISE, EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE LICENSE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

7.2 Exclusion of Consequential and Other Damages

IN NO EVENT SHALL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This exclusion includes but is not limited to:

DAMAGES ARISING FROM INACCURATE, INCOMPLETE, OR INCORRECT EXTRACTION OR CLASSIFICATION OF FINANCIAL DATA
DAMAGES ARISING FROM RELIANCE ON SOFTWARE OUTPUT WITHOUT INDEPENDENT VERIFICATION BY LICENSEE
DAMAGES ARISING FROM THE FILING, DISTRIBUTION, OR USE OF AN ACCOUNTING PREPARED WITH THE ASSISTANCE OF THE SOFTWARE
COURT SANCTIONS, SURCHARGES, PENALTIES, FINES, OR ADVERSE JUDGMENTS ARISING FROM FILED ACCOUNTINGS OR REPORTS
MALPRACTICE CLAIMS, BREACH OF FIDUCIARY DUTY CLAIMS, OR PROFESSIONAL DISCIPLINARY PROCEEDINGS
LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL
LOST DATA, DATA CORRUPTION, OR BUSINESS INTERRUPTION
DAMAGES TO CLIENT RELATIONSHIPS, BENEFICIARY RELATIONSHIPS, OR PROFESSIONAL REPUTATION
DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO, DISCLOSURE OF, OR LOSS OF TELEMETRY DATA OR ANY DATA PROCESSED BY THE SOFTWARE
DAMAGES ARISING FROM THE FAILURE OF THE ANONYMIZATION PROCESS TO REMOVE ALL PERSONALLY IDENTIFIABLE INFORMATION FROM TELEMETRY DATA
DAMAGES ARISING FROM ANY BREACH, COMPROMISE, OR UNAUTHORIZED ACCESS TO LICENSOR’S SYSTEMS, SERVERS, OR DATA STORAGE
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
ANY AND ALL OTHER DIRECT OR INDIRECT DAMAGES, HOWEVER CHARACTERIZED

7.3 Essential Basis of the Bargain

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND LICENSEE. Licensor would not have entered into this Agreement or made the Software available without these limitations. Licensee acknowledges that the Software license fees reflect this allocation of risk.

7.4 Application Regardless of Cause

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 7 SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE FROM: (A) BREACH OF CONTRACT; (B) BREACH OF WARRANTY; (C) NEGLIGENCE OR STRICT LIABILITY IN TORT; (D) VIOLATION OF STATUTE OR REGULATION; (E) MISREPRESENTATION; OR (F) ANY OTHER CAUSE OF ACTION, TO THE MAXIMUM EXTENT SUCH LIMITATION OR EXCLUSION IS PERMITTED BY APPLICABLE LAW.

8. INDEMNIFICATION AND HOLD HARMLESS

8.1 General Indemnification

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “LICENSOR PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ARISING OUT OF OR RELATING TO:

Licensee’s use of the Software or any output produced by the Software
Any accounting, report, filing, distribution, communication, or document prepared using, derived from, or based upon the Software output, whether used for court filing, beneficiary reporting, client communication, tax preparation, or any other purpose
Any reliance by Licensee, Licensee’s clients, beneficiaries, or any third party on the Software output
Any failure by Licensee to independently verify, review, correct, or confirm the accuracy of Software output prior to use
Any claim that an accounting or document prepared with the Software was inaccurate, incomplete, deficient, or otherwise defective
Any court sanction, surcharge, penalty, malpractice claim, negligence claim, breach of fiduciary duty claim, professional disciplinary action, tax penalty, or regulatory proceeding arising from or related to Licensee’s use of the Software
Any claim by any person or entity — including but not limited to clients, beneficiaries, co-fiduciaries, co-trustees, opposing parties, courts, regulatory bodies, taxing authorities, or any other third party — arising from or related to an accounting or document prepared with the Software
Any violation of applicable law, professional rules, ethical obligations, fiduciary duties, or contractual obligations by Licensee in connection with the use of the Software

8.2 Telemetry and Data Indemnification

LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE LICENSOR PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO:

The collection, transmission, processing, storage, or deletion of Diagnostic Telemetry Data as described in Section 4
Any incidental inclusion of personally identifiable information in anonymized Telemetry Data despite the commercially reasonable anonymization measures described in Section 4.4
Any claim by any person or entity arising from the inclusion of their information in Telemetry Data
Any breach, compromise, or unauthorized access to Telemetry Data, to the extent not caused by Licensor’s gross negligence or willful misconduct
Any claim that the data collection practices described in this Agreement violate applicable privacy, data protection, or confidentiality laws or regulations

Licensee acknowledges that the Diagnostic Telemetry Data collection described in Section 4 is a material term of this Agreement, that Licensee has consented to such collection, and that Licensee is solely responsible for obtaining any consents, waivers, or authorizations from Licensee’s clients that may be required under applicable law, professional rules, or ethical obligations in connection with Licensee’s use of the Software and the associated data collection.

8.3 Scope and Survival

The indemnification obligations in this Section 8 shall apply regardless of whether the underlying claim arises from Licensor’s negligence (but not Licensor’s gross negligence or willful misconduct), and shall survive the termination or expiration of this Agreement.

9. TERM AND TERMINATION

9.1 Term

This Agreement is effective upon activation of a valid license key and continues for the duration of the subscription period.

9.2 Renewal

Licenses renew automatically at the then-current subscription rate unless canceled at least thirty (30) days before the renewal date.

9.3 Termination

Licensor may terminate this Agreement immediately if Licensee breaches any term. Upon termination, Licensee must cease all use of the Software and destroy all copies.

9.4 Survival

Sections 3 (Intended Use, Limitations, and Assumption of Risk), 4 (Data Collection, Telemetry, and Privacy), 5 (Intellectual Property), 6 (Disclaimer of Warranties), 7 (Limitation of Liability), and 8 (Indemnification and Hold Harmless) survive termination or expiration of this Agreement.

9.5 No Refunds Offered - All Sales are Final

Licensor does not offer refunds for any software license purchases under any circumstance.

10. GENERAL PROVISIONS

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.

10.2 Dispute Resolution

Any disputes arising under this Agreement shall be resolved by binding arbitration in Los Angeles County, California, under the rules of JAMS. LICENSEE WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST LICENSOR.

10.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, or understandings, whether oral or written.

10.4 Severability

If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent.

10.5 Waiver

No failure or delay by Licensor in exercising any right under this Agreement shall constitute a waiver of that right. No single or partial exercise of any right shall preclude further exercise of that right or any other right.

10.6 Updates and Modifications

Licensor may update the Software and may modify the terms of this Agreement from time to time. Licensor will provide notice of material changes. Continued use of the Software after an update or modification constitutes acceptance of the modified terms.

10.7 Assignment

Licensee may not assign or transfer this Agreement or any rights hereunder without Licensor’s prior written consent. Licensor may assign this Agreement without restriction.

10.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto. Nothing in this Agreement shall confer any rights or remedies upon any person or entity other than the parties and their permitted successors and assigns.

ACCEPTANCE

BY ACTIVATING A LICENSE KEY, INSTALLING, OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES AND AGREES THAT:

LICENSEE HAS READ AND UNDERSTOOD THIS ENTIRE AGREEMENT, specifically including but not limited to the Disclaimer of Warranties (Section 6), Limitation of Liability (Section 7), Indemnification and Hold Harmless (Section 8), and Assumption of Risk (Section 3.5);
LICENSEE VOLUNTARILY ASSUMES ALL RISKS associated with the use of the Software, including the risk of inaccurate, incomplete, or incorrect output;
LICENSEE IS SOLELY RESPONSIBLE for independently evaluating the accuracy of any output prepared using the Software, regardless of Licensee’s profession, qualifications, or intended use;
LICENSEE CONSENTS TO THE COLLECTION AND PERMANENT RETENTION OF DIAGNOSTIC TELEMETRY DATA as described in Section 4 and accepts the inherent limitations of automated anonymization technology;
LICENSEE AGREES TO INDEMNIFY AND HOLD HARMLESS the Licensor Parties as set forth in Section 8;
LICENSEE WAIVES ANY AND ALL CLAIMS against Licensor arising from Licensee’s use of the Software output, to the maximum extent permitted by applicable law; and
LICENSEE AGREES TO BE BOUND BY ALL TERMS of this Agreement, which constitute a binding legal contract between Licensee and Licensor.

IF LICENSEE DOES NOT AGREE TO ALL TERMS OF THIS AGREEMENT, LICENSEE MUST NOT INSTALL, ACTIVATE, OR USE THE SOFTWARE.