This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or the organization you represent) and Modus Planning, Inc. (“ModusCPG,” “we,” “us,” or “our”) governing your use of the ModusCPG software applications, including the web application, the ModusCPG mobile applications for iOS and Android, and any related software components (collectively, the “Software”).

By installing, accessing, or using the Software, you agree to be bound by this EULA and by our Terms of Service. If you do not agree, do not install or use the Software.

Subject to your compliance with this EULA and payment of applicable subscription fees, ModusCPG grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for your internal business purposes during the term of your subscription.

The Software is licensed, not sold. We reserve all rights not expressly granted to you in this EULA.

You may not, and may not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Software
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software
• Rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software to any third party
• Remove, alter, or obscure any proprietary notices on or in the Software
• Use the Software to build a competing product or service
• Circumvent or attempt to circumvent any security, access-control, or license-enforcement mechanisms
• Use the Software in violation of applicable law

The Software may interoperate with third-party services you choose to connect, such as accounting, CRM, communications, and data-provider platforms. Your use of those services is governed by their own terms, and you are responsible for maintaining the necessary rights and authorizations to connect them. We access connected services only as needed to provide the features you enable, using the credentials and permissions you supply.

The Software, including all intellectual property rights therein, is and remains the exclusive property of Modus Planning, Inc. and its licensors. Data you input into the Software remains yours, as described in our Terms of Service and Privacy Policy.

We may provide updates, upgrades, patches, or new versions of the Software at any time. Such updates may be installed automatically for the web application and may be offered through the applicable app store for mobile applications. This EULA governs all updates unless an update is accompanied by separate terms.

This EULA is effective until terminated. It terminates automatically when your subscription ends or if you fail to comply with any of its terms. Upon termination, you must cease all use of the Software and uninstall any locally installed copies. Sections 3, 5, 8, 9, and 10 survive termination.

The Software is provided “as is” and “as available” without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Forecasts, projections, and AI-generated recommendations produced by the Software are informational only and should not be the sole basis for business decisions.

To the maximum extent permitted by law, ModusCPG shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities arising from or related to this EULA or the Software. Our total aggregate liability shall not exceed the amounts you paid to us in the twelve (12) months preceding the claim.

This EULA is governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising from this EULA shall be resolved in the state or federal courts located in Delaware.

We may update this EULA from time to time. We will post the updated version on this page and update the “Last Updated” date. Continued use of the Software after changes are posted constitutes acceptance of the updated EULA.

If you have questions about this EULA, contact us at: