PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING STRUXURE360. BY ACCESSING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.

1. Definitions

"Agreement" means this End-User License Agreement.

"Software" means the StruXure 360 ERP platform, including all features, integrations, updates, and associated documentation.

"Licensor" means StruXure 360.

"User" or "You" means the individual or entity that has agreed to this Agreement and is authorized to use the Software.

"Authorized Users" means employees or contractors of the User who are permitted to access the Software under a valid subscription.

"Third-Party Integrations" means connections to external services such as QuickBooks Online, Microsoft Dynamics 365 Business Central, Sage Intacct, and other accounting platforms.

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2. License Grant

Subject to the terms and conditions of this Agreement and payment of applicable fees, Licensor grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business operations in the production homebuilding industry.

This license does not include the right to:

• Sublicense, resell, or distribute the Software to any third party
• Modify, reverse engineer, decompile, or disassemble the Software
• Copy or create derivative works based on the Software
• Remove or alter any proprietary notices or labels on the Software
• Use the Software for any unlawful purpose or in violation of any applicable regulations

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3. Third-Party Integrations

3.1 QuickBooks Online Integration

StruXure360 offers integration with QuickBooks Online ("QBO"), a product of Intuit Inc. Use of the QBO integration is subject to Intuit's terms of service and developer program policies in addition to this Agreement.

By connecting your QBO account to StruXure360, you authorize StruXure360 to:

• Access vendor, customer, account, and transaction data from your QBO company file
• Read and write data to QBO on your behalf as directed by your use of the Software
• Store a copy of relevant QBO data within StruXure360 for synchronization purposes

You are responsible for maintaining your QBO account in good standing and for ensuring your use of the integration complies with Intuit's terms.

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3.2 Other Accounting Integrations

Similar terms apply to integrations with Microsoft Dynamics 365 Business Central, Sage Intacct, Xero, and other accounting platforms. Your use of any third-party integration is also governed by the terms of the respective third-party provider.

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3.3 Data Access and Authorization

All third-party integrations are authorized by you through the applicable OAuth or authentication flow provided by the third party. StruXure360 will only access data within the scopes you explicitly authorize. You may revoke authorization at any time through your account settings or directly through the third-party provider.

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4. User Accounts and Access

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Ensuring that Authorized Users comply with this Agreement
• Promptly notifying us of any unauthorized use of your account

You may not share account credentials or allow unauthorized individuals to access the Software.

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5. Acceptable Use

You agree to use the Software only for lawful purposes and in accordance with this Agreement. You agree not to:

• Use the Software in any way that violates applicable federal, state, local, or international law
• Transmit any unsolicited or unauthorized advertising or promotional material
• Introduce any viruses, malware, or other malicious code into the Software
• Attempt to gain unauthorized access to any part of the Software or its related systems
• Interfere with or disrupt the integrity or performance of the Software
• Use automated means to access the Software in a manner that exceeds reasonable use

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6. Intellectual Property

The Software, including all content, features, functionality, and underlying technology, is owned by Licensor and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

This Agreement does not transfer any intellectual property rights to you. All rights not expressly granted are reserved by Licensor.

You retain ownership of all data you input into the Software, including data synced from connected accounting systems. By using the Software, you grant Licensor a limited license to process your data solely as necessary to provide the services described in this Agreement.

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7. Fees and Payment

Access to StruXure360 is provided on a subscription basis. Fees are as set forth in your subscription agreement or order form. Licensor reserves the right to modify fees upon reasonable notice.

Failure to pay applicable fees may result in suspension or termination of your access to the Software.

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8. Term and Termination

This Agreement is effective as of the date you first access the Software and continues until terminated.

Either party may terminate this Agreement:

• Upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days of written notice
• Immediately upon written notice if the other party becomes insolvent or subject to bankruptcy proceedings

Licensor may also suspend or terminate your access immediately if you violate Section 5 (Acceptable Use) or Section 2 (License Grant).

Upon termination, your right to use the Software ceases immediately. Sections 6, 9, 10, 11, and 12 shall survive termination.

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9. 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, OR NON-INFRINGEMENT.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

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10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE.

LICENSOR'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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11. Indemnification

You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your use of the Software
• Your violation of this Agreement
• Your violation of any third-party rights, including third-party integration terms
• Any data you submit to or through the Software

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12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [INSERT STATE], without regard to its conflict of law provisions.

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12.2 Dispute Resolution

Any dispute arising from this Agreement shall first be subject to good-faith negotiation. If not resolved within 30 days, disputes shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, conducted in [INSERT CITY, STATE].

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12.3 Entire Agreement

This Agreement, together with any applicable subscription agreement or order form, constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior agreements and understandings.

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12.4 Amendments

Licensor reserves the right to modify this Agreement at any time. We will notify you of material changes by posting the updated Agreement and updating the effective date. Continued use of the Software after such changes constitutes your acceptance of the updated Agreement.

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12.5 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

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12.6 Waiver

Failure by Licensor to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision.

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13. Contact Information

If you have any questions about this Agreement, please contact us at:

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StruXure 360

Email: mreaber@myhomebuildersoftware.com

Address: 800 W. Main St. Suite 1460, Boise, ID 83702

Website: www.myhomebuildersoftware.com/struxure360

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