End User License Agreement

Last Updated: July 2, 2026

Important — read carefully. This End User License Agreement is a legally binding contract.

This End User License Agreement (“EULA” or “Agreement”) is a legally binding agreement between you, either an individual or a single legal entity (“you,” “your,” or “Licensee”), and Stimaro LLC, a New York limited liability company (“Stimaro™,” “we,” “us,” or “Licensor”), governing your access to, installation of, and use of the Stimaro estimating software platform and related materials (collectively, the “Software”).

By clicking “I Accept,” accessing the Software, installing the Software, activating a license key, creating or using an account, or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree, do not install, activate, or use the Software. If you are accepting this EULA on behalf of a company or other legal entity, you represent that you have authority to bind that entity.

This EULA supplements Stimaro's Terms of Service and Privacy Policy, which are incorporated by reference. In the event of a conflict between this EULA and the Terms of Service regarding your use of the Software, this EULA controls.

1. Definitions

“Software” means the Stimaro estimating software platform, including any desktop application, web-based application, hosted service, related tools, Bundled Materials, Documentation, Updates, license keys, user accounts, and related materials provided by Stimaro.
“Bundled Materials” means any templates, cost libraries, assembly databases, sample projects, or other pre-loaded data and content provided with or as part of the Software.
“Documentation” means user manuals, help files, release notes, and other written or electronic materials describing the Software, whether provided with the Software, on our website, or otherwise.
“Updates” means patches, bug fixes, upgrades, enhancements, new versions, and any other modifications to the Software made available to you by Stimaro.
“License Key” means the unique credential, account-based authorization, or other access mechanism issued or assigned by Stimaro that authorizes activation and use of the Software on a permitted device. A License Key may be bound to an Authorized User's account and applied automatically, and does not require the Authorized User to manually enter a code.
“Authorized User” means the named individual authorized to access and use the Software under the applicable order form or written agreement. Access is provisioned to one individual user and may not be shared.
“Subscription” means an active, paid subscription to the Software, whether monthly or annual.
“Third-Party Components” means open source or third-party software components incorporated into or distributed with the Software, which may be subject to their own license terms.
“AI/OCR Features” means optional features of the Software that use optical character recognition, artificial intelligence, machine learning, large language models, model-routing services, document parsing, or similar technologies to extract, parse, classify, summarize, or structure information from Licensee Data, including vendor quotes, bid documents, line items, quantities, pricing, descriptions, and related estimating materials.
“AI/OCR Outputs” means text, extracted line items, structured data, classifications, summaries, calculations, suggestions, or other outputs generated by AI/OCR Features.
“Customer-Enabled Third-Party Services” means third-party services, accounts, APIs, model providers, OCR tools, integrations, or other services that you choose to connect to or enable within the Software using your own account, credentials, API key, token, URL, settings, or configuration.
“Customer Credentials” means API keys, tokens, passwords, URLs, account credentials, or other authentication information provided or configured by you or your Authorized Users for use with Customer-Enabled Third-Party Services.

2. License Grant

2.1 Grant of License. Subject to your compliance with this EULA and either (a) payment of all applicable subscription fees and maintenance of an active Subscription, or (b) acceptance of the Stimaro Trial Terms (available at stimaro.com/legal/trial-terms) and maintenance of an active trial in accordance with those Trial Terms, Stimaro grants you a limited, non-exclusive, non-transferable (except as expressly permitted in Section 3.4), non-sublicensable, revocable license to:

Install, access, and use the Software for the number of Authorized Users, devices, licenses, or access rights specified in the applicable order form, invoice, proposal, statement of work, or other written agreement between you and Stimaro;
Use the Software and Bundled Materials solely for your internal business purposes as an Authorized User;
Access and use the Documentation in support of your permitted use of the Software;
Install Updates made available to you by Stimaro.

2.2 Per-User License; Authorized Users. Unless otherwise stated in an applicable order form, invoice, proposal, statement of work, or other written agreement between you and Stimaro, each license is issued on a named-user basis and may not be shared among multiple individuals. The number of Authorized Users, permitted devices, and any organization-wide access rights will be specified in the applicable order form or written agreement. If multiple individuals at your organization need to use the Software, each individual must be authorized under your applicable order form or written agreement.

2.3 Device Reassignment. If you need to move the Software from one device to another (for example, replacing a laptop), you may deactivate the License Key on the first device through your account and reactivate it on the new device, subject to reasonable limits. Stimaro may limit the frequency of reassignments to prevent misuse.

2.4 The specific commercial terms applicable to your use of the Software, including fees, subscription period, pilot period, number of users, payment terms, implementation scope, and renewal terms, will be set forth in the applicable order form, invoice, proposal, statement of work, or other written agreement between you and Stimaro.

2.5 API Access and Integrations. The Software may include or support API access, integrations, AI/OCR Features, or other workflow-specific connections. Unless expressly stated in an applicable order form, invoice, proposal, statement of work, or other written agreement between you and Stimaro, API access and integrations are provided on an as-available basis and may require additional configuration, Customer Credentials, third-party accounts, technical review, or separate commercial terms. Stimaro does not guarantee that any particular integration, API endpoint, third-party service, model provider, or workflow connection will be available, compatible, or supported unless expressly agreed in writing.

3. License Restrictions

3.1 Prohibited Acts. You shall not, and shall not permit any third party to:

Copy, reproduce, or duplicate the Software, except for a single backup copy made solely for archival purposes;
Modify, adapt, translate, or create derivative works of the Software or any portion of it;
Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying structure of the Software, except to the extent such restriction is expressly prohibited by applicable law;
Rent, lease, lend, sell, resell, sublicense, distribute, publish, or otherwise commercially exploit or make the Software available to any third party;
Remove, obscure, or alter any proprietary notices, trademarks, or copyright marks on or in the Software;
Circumvent, disable, or interfere with any License Key validation, digital rights management, usage limits, security features, or other technical protection measures;
Use the Software to develop, train, benchmark, or improve any competing product or service, or to build a product with substantially similar features;
Use the Software to transmit unlawful, infringing, harmful, or malicious content, including viruses or harmful code;
Use the Software in any manner that violates applicable law, regulation, or the rights of any third party;
Use the Software in any safety-critical, life-critical, or hazardous environment where failure could result in death, personal injury, or environmental damage;
Use any API, integration, AI/OCR Feature, or Customer-Enabled Third-Party Service in a manner that violates applicable law, third-party terms, model provider terms, acceptable use policies, or the rights of any third party;
Input, upload, or process Sensitive Personal Data, regulated data, confidential third-party data, or highly sensitive information through AI/OCR Features or Customer-Enabled Third-Party Services unless you are authorized to do so and have determined that the applicable third-party terms, privacy policies, data processing terms, and security practices are appropriate for your intended use;
Attempt to bypass, disable, manipulate, or interfere with usage limits, safety settings, model restrictions, authentication systems, API restrictions, rate limits, logging controls, or other technical safeguards associated with the Software or any Customer-Enabled Third-Party Service;
Use AI/OCR Features or Customer-Enabled Third-Party Services to generate, process, or rely on outputs without appropriate human review, professional judgment, and verification.

3.2 License Key Security. You are responsible for the security of your License Key and for all activity conducted under your License Key. You must notify Stimaro immediately if you believe your License Key has been compromised or is being used by an unauthorized person. Stimaro is not liable for losses caused by unauthorized use of your License Key that occurs before you notify us.

3.3 Reservation of Rights. All rights not expressly granted to you in this EULA are reserved by Stimaro and its licensors. No rights are granted by implication, estoppel, or otherwise.

3.4 No Transfer Without Consent. You may not assign, transfer, sublicense, or otherwise convey your License Key, this EULA, or any rights or obligations hereunder, whether voluntarily or by operation of law, without Stimaro's prior written consent. Any attempted transfer without consent is void. Stimaro will not unreasonably withhold consent for transfers within your organization (for example, reassignment from one employee to a replacement employee), provided you submit a written request and the new Authorized User agrees to be bound by this EULA.

4. Third-Party Services, API Keys, and AI/OCR Features

4.1 Customer-Enabled Third-Party Services. The Software may allow you to connect, configure, or enable Customer-Enabled Third-Party Services, including AI providers, OCR tools, model-routing services, APIs, local services, integrations, or other third-party tools. Customer-Enabled Third-Party Services are provided by third parties, not Stimaro, and are governed by the applicable third-party terms, privacy policies, data processing terms, security practices, pricing, usage limits, availability, and support terms.

4.2 Customer Responsibility. You are solely responsible for determining whether any Customer-Enabled Third-Party Service is appropriate for your intended use, including with respect to confidentiality, privacy, security, data retention, model training, regulated data, professional obligations, and applicable third-party terms. You are responsible for all fees, usage charges, account requirements, and compliance obligations associated with Customer-Enabled Third-Party Services unless expressly stated otherwise in a written agreement with Stimaro.

4.3 Customer Credentials. You are responsible for obtaining, maintaining, securing, rotating, and revoking Customer Credentials. You shall not enter, upload, or configure Customer Credentials in the Software unless you are authorized to use them. Stimaro is not responsible for unauthorized access, misuse, loss, suspension, rate limiting, billing charges, or other consequences arising from Customer Credentials or Customer-Enabled Third-Party Services, except to the extent caused by Stimaro's breach of this Agreement.

4.4 AI/OCR Features. AI/OCR Features are optional tools intended to assist with extracting, parsing, classifying, or structuring information from documents and other Licensee Data. AI/OCR Features may use local tools, Stimaro-controlled services, or Customer-Enabled Third-Party Services depending on configuration. AI/OCR Outputs may be incomplete, inaccurate, mislabeled, misread, delayed, or otherwise unsuitable for a particular project, bid, estimate, or business decision.

4.5 Human Review Required. You are solely responsible for reviewing, verifying, and validating all AI/OCR Outputs, including extracted quote data, line items, quantities, unit prices, totals, scope notes, exclusions, descriptions, classifications, and any related calculations before relying on them for estimating, bidding, contracting, financial, operational, or business decisions.

4.6 Availability and Changes. Stimaro may add, modify, limit, suspend, or discontinue support for any API, integration, AI/OCR Feature, model provider, OCR tool, or Customer-Enabled Third-Party Service at any time, including where required by third-party changes, security concerns, legal requirements, usage limits, or provider restrictions.

5. License Activation and Online Check-In

5.1 Activation. The Software must be activated and associated with a valid, active account before use. Activation requires an internet connection and communication with Stimaro's activation servers. By activating the Software, you consent to the transmission of information necessary for activation, including information about your device and installation.

5.2 Offline Use and Periodic Check-In. After initial activation, the Software will function offline for a rolling grace period of up to fourteen (14) days. Before the end of each fourteen-day period, the Software must establish an online connection to Stimaro's servers to verify the status of your License Key and Subscription. If the Software is unable to reach our servers within the grace period, some or all features may become unavailable until an online check-in is successfully completed.

5.3 Connectivity. You are solely responsible for maintaining the internet connectivity, hardware, and operating environment needed to activate, use, and periodically validate the Software.

6. Bundled Materials

6.1 License to Bundled Materials. Subject to this EULA, Stimaro grants you a limited, non-exclusive, non-transferable license to use the Bundled Materials solely in connection with your permitted use of the Software. Bundled Materials are provided for your reference and convenience only.

6.2 No Warranty as to Content. Bundled Materials, including cost libraries, assemblies, templates, and sample data, are provided for illustrative purposes and do not reflect any representation or warranty by Stimaro as to the accuracy, completeness, currency, or suitability of such data for any particular project, bid, location, or purpose. You are solely responsible for reviewing, verifying, and updating Bundled Materials before relying on them.

6.3 No Redistribution. You may not extract, repackage, redistribute, or resell the Bundled Materials or any substantial portion thereof separately from your use of the Software.

7. Documentation

The Documentation is licensed to you for internal reference use only in support of your permitted use of the Software. You may not reproduce, distribute, publish, or create derivative works of the Documentation except as reasonably necessary for your internal use.

8. Updates

8.1 Provision of Updates. Stimaro may, in its discretion, make Updates available to you during the term of your Subscription or during an active free trial period. Updates are considered part of the Software and are subject to this EULA.

8.2 Required Updates. Certain Updates, including security patches and License Key validation improvements, may be required for continued use of the Software. You agree to install required Updates promptly. Stimaro is not liable for issues arising from your failure to install required Updates.

8.3 No Obligation. Nothing in this EULA obligates Stimaro to provide any particular Update, maintenance release, or new version, except as expressly stated in your Subscription terms.

9. Third-Party Components and Third-Party Services

9.1 Third-Party Components. The Software may include or incorporate Third-Party Components that are licensed under separate open source or third-party license terms. A list of such Third-Party Components and their applicable license terms may be included in the Documentation or available upon request. To the extent any Third-Party Component license conflicts with this EULA, the Third-Party Component license controls with respect to that component.

9.2 Third-Party Services. The Software may interoperate with or allow configuration of third-party services, APIs, OCR tools, AI model providers, model-routing services, local services, or other integrations. Such third-party services are not part of the Software unless expressly stated otherwise in a written agreement with Stimaro. Stimaro does not control and is not responsible for third-party services, including their availability, security, performance, data handling, model training practices, retention practices, pricing, usage limits, or support.

9.3 Third-Party Terms. Your use of any third-party service is subject to the applicable third-party terms, privacy policies, data processing terms, acceptable use policies, and model provider terms. You are responsible for reviewing and complying with those terms before enabling or using the applicable third-party service with the Software.

10. Ownership and Intellectual Property

10.1 Stimaro Ownership. The Software is licensed, not sold. Stimaro and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. Except for the limited license expressly granted in this EULA, you acquire no right, title, or interest in or to the Software.

10.2 Trademarks. “Stimaro” and related logos are trademarks of Stimaro LLC. This EULA does not grant you any right to use any Stimaro trademark.

10.3 Feedback. If you provide any suggestions, ideas, bug reports, or feedback regarding the Software (“Feedback”), you grant Stimaro a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, reproduce, and incorporate the Feedback into the Software and other products without restriction or compensation to you.

11. Licensee Data and Outputs

11.1 Your Data. As between you and Stimaro, you retain all right, title, and interest in and to the data, project files, estimates, and other content you create, input, or store using the Software (collectively, “Licensee Data”).

11.2 Local Storage. The Software operates primarily on your local device, and Licensee Data is generally stored locally. You are solely responsible for maintaining backups of Licensee Data. Stimaro is not liable for any loss, corruption, or unavailability of Licensee Data.

11.3 No Use for Product Improvement or AI Training Without Consent. Stimaro does not collect or use Licensee Data for training artificial intelligence models, building benchmark datasets, or otherwise improving its products, except with your express consent or as otherwise expressly permitted in the Privacy Policy or a written agreement with Stimaro. For clarity, Stimaro's use of AI/OCR Features to extract, parse, classify, summarize, or structure Licensee Data for your benefit and in accordance with your configuration of the Software does not constitute use of Licensee Data to train artificial intelligence models, build benchmark datasets, or improve Stimaro's products.

11.4 Third-Party Processing. If you enable or configure Customer-Enabled Third-Party Services, Licensee Data may be transmitted to or processed by those services according to your configuration and the applicable third-party terms. Stimaro is not responsible for the data handling, retention, model training, security, or privacy practices of Customer-Enabled Third-Party Services that you choose to enable or connect using Customer Credentials.

11.5 Customer Credentials. To the extent Customer Credentials are stored or processed by the Software, Stimaro will use commercially reasonable measures designed to protect them. You are responsible for maintaining the confidentiality of Customer Credentials and for promptly rotating or revoking any Customer Credentials that you believe may have been compromised.

12. Estimates and Outputs; Professional Judgment

12.1 Tool Only. The Software is a tool intended to assist Authorized Users in preparing construction estimates and related calculations. The Software does not provide engineering, legal, financial, or other professional advice.

12.2 No Warranty of Accuracy. Estimates, quantities, unit prices, calculations, projections, AI/OCR Outputs, extracted quote data, classifications, summaries, and other outputs generated by the Software are based on inputs supplied by you, Customer-Enabled Third-Party Services, AI/OCR Features, and assumptions embedded in the Software and its Bundled Materials. Stimaro makes no representation or warranty that outputs will be accurate, complete, current, error-free, suitable for bidding, or fit for any particular project or purpose.

12.3 Independent Review Required. You are solely responsible for reviewing, verifying, and validating all outputs before relying on them, including before submitting any bid, entering into any contract, ordering materials, accepting vendor quotes, setting pricing, or making any business decision. This includes reviewing and validating AI/OCR Outputs, extracted quote data, line items, pricing, quantities, scope notes, assumptions, exclusions, classifications, and calculations. You agree to exercise independent professional judgment and, where appropriate, consult qualified professionals.

13. Term and Termination

13.1 Term. This EULA is effective upon your first installation or activation of the Software and continues until terminated in accordance with this Section.

13.2 License Tied to Subscription or Trial. The license granted under this EULA is conditioned on the maintenance of an active, paid Subscription or, during a free trial period, the maintenance of an active trial under the Stimaro Trial Terms. When your Subscription expires, is cancelled, or is terminated for any reason, or when a free trial period ends without conversion to a paid Subscription, the license granted under this EULA will automatically terminate, the License Key will be deactivated, and the Software will cease to function.

13.3 Termination for Breach. Stimaro may terminate this EULA and deactivate your License Key immediately, with or without notice, if you breach any provision of this EULA. Without limiting the foregoing, a violation of Section 3 (License Restrictions) constitutes a material breach.

13.4 Termination by Licensee. You may terminate this EULA at any time by uninstalling and destroying all copies of the Software and cancelling your Subscription in accordance with the Terms of Service.

13.5 Effect of Termination. Upon termination or expiration of this EULA:

Your license to use the Software terminates immediately;
Your License Key will be deactivated;
You must cease all use of the Software and promptly uninstall and destroy (or, upon request, return) all copies of the Software and Bundled Materials in your possession or control;
Sections 3, 4, 6.2, 9, 10, 11, 12, 14, 16, 17, 18, 19, 20, 21, and 22, together with any provisions that by their nature should survive, shall survive termination.

14. Audit Rights

14.1 Audit. Upon reasonable prior written notice and during normal business hours, Stimaro (or a third-party auditor engaged by Stimaro and bound by confidentiality obligations) may audit your use of the Software to verify compliance with this EULA. Stimaro will conduct audits no more than once per calendar year, except where a prior audit revealed a material breach.

14.2 Cooperation. You agree to reasonably cooperate with any audit, including providing access to relevant records, systems, and personnel.

14.3 Costs. Audits will be conducted at Stimaro's expense, except that if an audit reveals unauthorized use or underpayment of fees of five percent (5%) or more, you will promptly pay (a) all applicable fees for such unauthorized use at Stimaro's then-current rates, and (b) Stimaro's reasonable costs of conducting the audit.

15. Support

Stimaro may provide support for the Software by email, scheduled calls, or other channels communicated by Stimaro. Any specific onboarding, configuration, implementation, support, or service-level commitments will be set forth in the applicable order form, statement of work, or other written agreement.

16. Disclaimer of Warranties

16.1 As-Is. The Software, Bundled Materials, and Documentation are provided “as is” and “as available,” without warranty of any kind.

16.2 Disclaimer. To the fullest extent permitted by law, Stimaro and its licensors disclaim all warranties, express, implied, and statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and title, and any warranties arising from course of dealing or usage of trade. Stimaro does not warrant that the Software will meet your requirements, operate without interruption, be error-free, be compatible with other software or hardware, or that any defects will be corrected.

16.3 No Warranty of Outputs. Without limiting the generality of the foregoing, Stimaro makes no warranty that any estimate, quantity, price, calculation, or other output generated by the Software is accurate, complete, current, or suitable for any particular project, bid, or purpose.

16.4 No Warranty Regarding AI/OCR Features or Third-Party Services. Without limiting the generality of the foregoing, Stimaro makes no warranty that any AI/OCR Feature, API, integration, Customer-Enabled Third-Party Service, model provider, OCR tool, or AI/OCR Output will be available, uninterrupted, error-free, secure, accurate, complete, current, or suitable for any particular project, bid, estimate, workflow, or business purpose.

16.5 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

17. Limitation of Liability

17.1 Exclusion of Certain Damages. To the fullest extent permitted by law, in no event shall Stimaro, its officers, members, employees, licensors, or agents be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business, lost data, loss of goodwill, business interruption, or costs of substitute services, arising out of or relating to this EULA or the Software, whether based in contract, tort (including negligence), strict liability, or any other legal theory, even if Stimaro has been advised of the possibility of such damages.

17.2 Cap on Liability. Stimaro's total cumulative liability to you for all claims arising out of or relating to this EULA or the Software, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by you to Stimaro for the Software in the twelve (12) months immediately preceding the event giving rise to the claim.

17.3 Essential Basis. You acknowledge that the limitations of liability in this Section are an essential part of the bargain between you and Stimaro and that Stimaro would not license the Software without these limitations.

17.4 Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

17.5 Third-Party Services and AI/OCR Outputs. Without limiting the foregoing, Stimaro shall not be liable for any loss, damage, claim, cost, or expense arising from or relating to Customer-Enabled Third-Party Services, Customer Credentials, third-party model providers, OCR tools, API availability, usage charges, model provider terms, third-party data practices, or your reliance on AI/OCR Outputs without appropriate review and validation.

18. Indemnification

You agree to indemnify, defend, and hold harmless Stimaro and its officers, members, employees, licensors, affiliates, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use or misuse of the Software; (b) your violation of this EULA; (c) your violation of applicable law or the rights of any third party; (d) Licensee Data; (e) any estimate, bid, contract, order, purchase, pricing decision, or business decision you make in reliance on outputs of the Software; (f) your use, configuration, or connection of Customer-Enabled Third-Party Services; (g) Customer Credentials provided or configured by you or your Authorized Users; or (h) your use of AI/OCR Features or AI/OCR Outputs, including any failure to review, verify, or validate such outputs.

19. Export Controls

19.1 Compliance. The Software may be subject to United States export control laws, including the U.S. Export Administration Regulations (EAR) and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You agree to comply with all applicable export and re-export control laws and regulations.

19.2 Prohibited Destinations and Persons. You shall not, directly or indirectly, export, re-export, transfer, or make available the Software:

To any country, territory, or region subject to a comprehensive U.S. trade embargo;
To any person or entity on the U.S. Treasury Department's List of Specially Designated Nationals, the U.S. Commerce Department's Denied Persons List or Entity List, or any other applicable restricted party list;
For any end use prohibited by U.S. or other applicable law, including nuclear, chemical, biological weapons, or missile technology applications.

19.3 Representations. By using the Software, you represent that you are not located in any such country or territory and are not on any such restricted party list.

20. U.S. Government End Users

The Software is a “commercial product” consisting of “commercial computer software” and “commercial computer software documentation,” as those terms are used in 48 C.F.R. § 2.101 and 48 C.F.R. § 12.212 (or 48 C.F.R. § 227.7202 for Department of Defense acquisitions). Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202-1 through 227.7202-4, the Software is licensed to U.S. Government end users (a) only as a commercial item and (b) only with those rights granted to all other end users pursuant to the terms of this EULA. Unpublished rights are reserved under the copyright laws of the United States.

21. General Provisions

21.1 Governing Law. This EULA is governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.2 Dispute Resolution. Any dispute arising out of or relating to this EULA shall be resolved in accordance with the dispute resolution provisions set forth in the Stimaro Terms of Service, including binding arbitration and class action waiver.

21.3 Entire Agreement; Order of Precedence. This EULA, together with the Terms of Service, the Stimaro Trial Terms (during any active free trial period), Privacy Policy, and any applicable Master Service Agreement, Data Processing Agreement, Order Form, statement of work, or other written agreement between you and Stimaro, constitutes the entire agreement between you and Stimaro regarding the Software and supersedes all prior agreements, communications, and understandings regarding the Software. In the event of a conflict regarding installation, activation, license restrictions, local use of the Software, or Authorized User obligations, this EULA controls unless an applicable Order Form or Master Service Agreement expressly states otherwise. In the event of a conflict regarding Processing of Personal Data, the applicable Data Processing Agreement controls. During an active free trial period, in the event of a conflict between this EULA and the Trial Terms regarding trial-specific matters (including trial duration, feature scope during trial, trial seat limits, and post-trial data retention), the Trial Terms control.

21.4 Amendments. Stimaro may modify this EULA from time to time. Material changes will be communicated by email or within the Software at least thirty (30) days before they take effect. Your continued use of the Software after the effective date constitutes acceptance.

21.5 Severability. If any provision of this EULA is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

21.6 Waiver. No waiver of any provision of this EULA shall be effective unless in writing and signed by Stimaro. The failure of Stimaro to enforce any right or provision shall not constitute a waiver of that right or provision.

21.7 Assignment. You may not assign or transfer this EULA or any rights or obligations hereunder without Stimaro's prior written consent, and any attempted assignment without consent is void. Stimaro may assign this EULA at any time, including in connection with a merger, acquisition, reorganization, or sale of assets.

21.8 Force Majeure. Stimaro shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, labor disputes, internet or utility outages, or governmental action.

21.9 Independent Contractors. Nothing in this EULA creates any agency, partnership, joint venture, or employment relationship between you and Stimaro.

21.10 Notices. Notices to Stimaro must be sent to [email protected]. Notices to you will be sent to the email address associated with your account or delivered through the Software and are deemed given when sent.

21.11 Headings. Section headings in this EULA are for convenience only and do not affect interpretation.

22. Contact Information

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

Stimaro LLC

ATTN: Legal

169 Madison Ave STE 98516

New York, NY 10016

Email: [email protected]

Acknowledgment

By clicking “I Accept” or otherwise installing or using the Software, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms.