ValueNow Customer Software License and Terms of Use

1 Agreement and orders

These terms govern your access to the ValueNow cloud applications, documentation, and related services identified in your purchase order or checkout confirmation (the Services). “We” means the Provider above. “You” means the purchasing individual or organization. By selecting the agreement checkbox, you accept these terms electronically. If acting for an organization, you represent that you have authority to bind it. An individually negotiated agreement signed by both parties controls conflicting provisions; otherwise an accepted order controls product, quantity, price, and term, and these terms control other matters. Mandatory legal rights remain unaffected.

2 Limited license and accounts

During the paid access period and subject to these terms, we grant you a limited, nonexclusive, nontransferable right to access and use the purchased Services for your internal business purposes within the plan limits. No software ownership or source code is transferred. Authorized users must use individual credentials and comply with these terms. You are responsible for their use under your account, safeguarding credentials, maintaining accurate account information, and promptly notifying us of unauthorized access. You may not exceed purchased seats or bypass MFA or access controls. External client use requires express authorization in your order.

3 Restrictions on use and resale

Except as expressly authorized in writing or permitted by nonwaivable law, you must not sell, resell, sublicense, rent, transfer, or provide third parties with access to the Services; share credentials; copy, distribute, modify, or create derivative works of our software or proprietary templates; reverse engineer or attempt to discover source code; remove ownership notices; bypass technical restrictions; scrape or extract proprietary content at scale; introduce malicious code; interfere with operations; or access another customer’s data. You must not use the Services or our confidential information to copy protected software, assessment logic, proprietary content, or nonpublic methods for a competing offering. These restrictions do not prohibit lawful independent development, general knowledge, or competition that does not misuse our protected property or confidential information.

4 Ownership and customer materials

We and our licensors retain ownership of the Services and their software, methods, templates, documentation, branding, and other proprietary materials. You retain rights in data and content you submit (Customer Data). You authorize us to process Customer Data only as needed to provide, secure, support, and lawfully administer the Services, consistent with the Privacy Notice and any applicable data processing agreement. You must have the rights and permissions needed to submit that data. You may use and share your purchased reports and customer-specific outputs internally, and externally only as your order expressly allows; embedded Provider materials remain ours and may not be extracted or resold as standalone products. Third-party materials remain subject to their applicable rights.

5 Mutual confidentiality

Confidential Information means nonpublic information disclosed by either party that is marked confidential or should reasonably be understood to be confidential. It includes Customer Data, nonpublic business information, credentials, and our nonpublic software details and methods. The receiving party will protect it with reasonable care, use it only to perform or exercise rights under this agreement, and disclose it only to personnel and service providers who need it and are bound by appropriate confidentiality duties. Each party remains responsible for its permitted recipients.

These obligations exclude information the recipient can demonstrate was public without breach, already lawfully known, independently developed without use of the information, or lawfully obtained without restriction. Legally required disclosure is permitted, with advance notice where lawful and disclosure limited to what is required. Obligations continue for three years after termination, with trade secrets protected while legally qualifying as trade secrets and personal data protected as required by law. This does not restrict lawful reporting to authorities or protected disclosures.

6 Fees, renewal, cancellation, and refunds

The checkout identifies all applicable fees, currency, taxes, access duration, and payment schedule. Payment must succeed before paid access begins. One-time purchases do not renew automatically unless expressly disclosed and accepted. Current plans are one-time, prepaid purchases for a stated access period; they do not renew, so there is nothing to cancel, and access continues until the end of the purchased access period. For any recurring plan we may offer in the future, the separately accepted billing authorization will state the amount, frequency, renewal timing, and cancellation method, and cancellation will stop future renewals while existing access continues to the end of the period already paid for. All sales are final: fees are not refundable, including for unused time or unused value cases, except as stated in sections 8 and 12 and subject to mandatory legal rights. No undisclosed cancellation fee applies. Price changes apply only after 30 days’ notice and any consent required by law, with an opportunity to cancel before the new charge.

7 Customer data privacy and security

Our Privacy Notice at valuenow-llc.com/privacy explains our actual personal-data practices; Our data commitments summarizes how we protect, keep, and delete Customer Data. A separate data processing agreement will apply where required or agreed. We will maintain reasonable administrative, technical, and organizational safeguards appropriate to the Services. No system can guarantee absolute security. You must not submit payment card data, health information, government identifiers, or other regulated or highly sensitive information unless we have expressly agreed that the Services support it. This restriction does not excuse our legal obligations for data we receive. We will provide security incident notices as required by applicable law and any agreed data processing terms.

8 Availability, support, and changes

Support is available by email at info@valuenow-llc.com during U.S. business days. Availability commitments, if any, must be expressly stated in a separate service-level agreement. Maintenance, updates, and third-party dependencies may affect access. We may improve the Services but will not materially reduce purchased core functionality during a prepaid term without providing a reasonable remedy, including a prorated refund for the affected unused period if we cannot provide a substantially equivalent alternative. We will provide notice of material planned changes when reasonably practicable.

9 Professional judgment and third parties

Assessments, scores, estimates, and recommendations are informational tools and depend on your inputs and assumptions. They do not guarantee savings, compliance, project results, or suitability for a particular decision. You remain responsible for reviewing outputs and obtaining appropriate professional advice. Third-party products, trademarks, and integrations belong to their owners; availability of an integration does not imply endorsement or affiliation. No affiliation with ServiceNow or another vendor is represented unless expressly stated and authorized.

10 Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR EXPRESS COMMITMENTS IN THIS AGREEMENT OR A SIGNED ORDER, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND DO NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OR SPECIFIC BUSINESS RESULTS. Nothing excludes a warranty or remedy that applicable law does not permit us to exclude.

11 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT IS LIMITED TO THE FEES YOU PAID OR OWE FOR THE AFFECTED SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These exclusions and cap do not apply to fraud, willful misconduct, payment obligations, misappropriation of the other party’s intellectual property, or liability that cannot lawfully be limited.

12 Suspension, termination, and data access

We may promptly suspend affected access when reasonably necessary to address a security threat, unlawful use, or serious misuse, and will notify you when practicable. For other material breaches, either party may terminate if the breach is not cured within 30 days after written notice. Suspension will be limited in scope and duration where reasonably possible. You may cancel renewal as described at checkout. If we terminate without your breach or discontinue the purchased Service, we will refund prepaid fees for the unused affected period.

On expiration or termination, your access license ends. You may download your available reports at any time during your access period, and your Customer Data remains readable in your account for 90 days after your last access period ends. We delete Customer Data 90 days after your last access period ends, with email reminders 30 and 7 days before deletion, unless you purchase a new plan before then, and subject to legally required retention and documented backup cycles. You may also delete your data earlier or ask us to delete your account. Confidentiality, accrued payment duties, ownership, and provisions intended to survive continue as applicable. We do not acquire ownership of Customer Data on termination.

13 Law, disputes, notices, and changes

Texas law governs, without displacing mandatory rights under other applicable law. Subject to those rights and applicable jurisdiction requirements, disputes will be brought in state courts in Ellis County, Texas, or the federal court serving that county. Notices go to the contact addresses in this agreement or your account. Material changes to these terms apply prospectively after advance notice and renewed acceptance where required; previously accepted orders are not retroactively rewritten. Neither party may transfer this agreement except with the other’s consent or as part of a merger or sale of the relevant business with assumption of its obligations. If one provision is unenforceable, the remainder continues to the extent lawful. These terms and the accepted order constitute the agreement on their subject matter.