1. License Grant

Subject to the terms of this Agreement and your active service contract with Manster, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use Manster's software, tools, portals, and automation platforms solely for your internal business operations and for the duration of your service engagement.

This license does not include the right to:

• Sublicense, resell, or redistribute any Manster software or platform access to third parties
• Modify, reverse engineer, decompile, or disassemble any Manster software or systems
• Copy or reproduce proprietary components for use outside of the licensed service
• Remove or alter any proprietary notices, labels, or branding within Manster systems

2. Scope of Services

Manster provides managed IT services, AI-powered automation, and technology consulting. The specific services available to you are defined in your executed Service Agreement or Statement of Work ("SOW"). This EULA governs all software, tools, and platforms provided in connection with those services, including but not limited to:

• Managed IT infrastructure monitoring and administration portals
• AI workflow automation tools and integration platforms
• Cybersecurity dashboards, endpoint management consoles, and alerting systems
• Microsoft 365 and Azure administration interfaces provisioned by Manster
• Helpdesk and ticketing systems provided as part of managed support services
• QuickBooks integration tools and financial automation workflows
• Client-facing reporting portals and analytics dashboards

3. Client Obligations

Authorized Use

You agree to use Manster services and software only for lawful business purposes and in accordance with applicable federal, state, and local laws and regulations. You are responsible for ensuring that all authorized users within your organization comply with the terms of this Agreement.

Account & Access Security

You are responsible for maintaining the confidentiality of any credentials, API keys, or access tokens provided by or through Manster. You must notify Manster immediately of any suspected unauthorized access to your systems or accounts managed by Manster.

Accurate Information

You agree to provide accurate and complete information necessary for Manster to deliver services, including but not limited to network configurations, system access credentials, and business information.

Cooperation

Effective delivery of managed IT services requires your reasonable cooperation, including timely approval of changes, provision of access, and designation of an authorized point of contact for service decisions.

4. Prohibited Uses

You may not use Manster software or services to:

• Violate any applicable law, regulation, or third-party rights
• Transmit malware, ransomware, or any malicious code through Manster-managed systems
• Attempt unauthorized access to systems, networks, or data not covered by your service scope
• Use AI automation tools to generate, distribute, or process illegal or harmful content
• Engage in activities that interfere with or degrade Manster's ability to deliver services to other clients
• Circumvent or disable any security controls, monitoring agents, or access restrictions

5. Intellectual Property

All software, tools, platforms, AI models, automation workflows, documentation, and proprietary methodologies developed or provided by Manster remain the exclusive intellectual property of Manster LLC. Nothing in this Agreement transfers ownership of any Manster intellectual property to the Client.

Client data processed by Manster systems remains the property of the Client. Manster claims no ownership over your business data, financial records, or proprietary client information processed in the course of delivering services.

Custom configurations, integrations, or automation workflows developed specifically for a Client under a paid engagement are owned as specified in the applicable Statement of Work. Absent an explicit written assignment, such deliverables are licensed, not transferred.

6. Service Availability & SLA

Manster commits to service availability and response time targets as specified in your Service Level Agreement ("SLA"), which forms part of your service contract. In the absence of a specific SLA, Manster will use commercially reasonable efforts to maintain service continuity.

Scheduled maintenance, force majeure events, third-party service outages (including Microsoft, Intuit, or cloud providers), and circumstances outside Manster's reasonable control are excluded from SLA calculations. Manster will provide advance notice of planned maintenance windows where feasible.

7. Disclaimer of Warranties

MANSTER PROVIDES ALL SOFTWARE, PLATFORMS, AND SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Manster does not warrant that services will be uninterrupted, error-free, or free from security vulnerabilities. Cybersecurity services reduce risk but cannot guarantee that all threats will be detected or prevented. The Client is responsible for maintaining appropriate backups and business continuity plans.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANSTER LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF MANSTER SERVICES, EVEN IF MANSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Manster's total cumulative liability to the Client for any claims arising under this Agreement shall not exceed the total fees paid by the Client to Manster in the three (3) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory under which liability is claimed (contract, tort, strict liability, or otherwise) and shall survive termination of this Agreement.

9. Indemnification

You agree to indemnify, defend, and hold harmless Manster LLC and its officers, employees, contractors, and agents from any claims, liabilities, damages, or expenses (including reasonable attorneys' fees) arising from:

• Your violation of this EULA or any applicable law
• Unauthorized use of Manster software or services by your users
• Data or content you provide to Manster that infringes third-party rights
• Your failure to maintain adequate security for credentials or systems under your control

10. Term & Termination

Term

This Agreement is effective from the date you first access Manster services and remains in effect for the duration of your active service engagement, unless earlier terminated.

Termination for Convenience

Either party may terminate the service engagement in accordance with the notice periods specified in the applicable service contract. Upon termination, your license to use Manster software and platforms immediately ceases.

Termination for Cause

Manster may suspend or terminate your access immediately and without prior notice if you materially breach this EULA, fail to pay amounts due, or engage in prohibited conduct that poses a security risk to Manster's infrastructure or other clients.

Effect of Termination

Upon termination, Manster will return or make available for export Client data in a reasonable format for a period of 30 days, after which it will be securely deleted. Sections covering intellectual property, limitation of liability, indemnification, and governing law survive termination.

11. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes arising under or related to this Agreement shall first be subject to good-faith negotiation between the parties.

If a dispute cannot be resolved through negotiation within 30 days, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Texas, and the decision of the arbitrator shall be final and binding.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or confidential information.

12. Modifications to This Agreement

Manster reserves the right to modify this EULA at any time. We will notify active Clients of material changes via email or through the client portal at least 30 days before the changes take effect. Continued use of Manster services after the effective date of changes constitutes acceptance of the revised terms.

If you do not agree to the modified terms, you may terminate your service engagement in accordance with the notice provisions in your service contract.

13. Entire Agreement

This EULA, together with your executed Service Agreement, Statement of Work, and any applicable Service Level Agreement, constitutes the entire agreement between you and Manster LLC regarding the subject matter herein and supersedes all prior or contemporaneous understandings, whether oral or written.

If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect. Manster's failure to enforce any provision shall not constitute a waiver of its rights to do so in the future.

14. Contact Information

For questions or concerns regarding this EULA, please contact: