THE MULTIFAMILY SYSTEM SOFTWARE

END-USER LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: This End-User License Agreement (“Agreement”) is a legal contract between you, either (a) an individual user or (b) a business organization (in either case the “Licensee”), and Possumdelight Technologies for The Software.

By clicking the “I ACCEPT” button, or by copying, downloading, accessing, or otherwise using The Software, Licensee agrees to be bound by this Agreement and represents that they are authorized to enter into this Agreement on behalf of the specific business unit or team identified in Possumdelight Technologies’ billing records as the Licensee. If the individual accepting this Agreement is doing so on behalf of a company, business unit, or other legal entity, they represent and warrant that they have the authority to bind that entity and all individual users who access The Software through that entity’s credentials. If the individual does not have such authority, or does not agree to be bound by this Agreement, they must click “I DO NOT ACCEPT” and must not install, access, or use The Software.

As used herein, for Licensees, “Possumdelight Technologies” means Possumdelight Technologies, Inc., a Georgia corporation.

Master Terms and Conditions

All Software licensed hereunder is subject to the definitions set forth below in Section I, the General Terms set forth in Section II, and any product-specific definitions, terms, or conditions set forth in any applicable Schedule attached hereto or incorporated by reference.

I. DEFINITIONS

“The Software” means the proprietary system known as The Multifamily System, including but not limited to the desktop application, the web application (accessed through a web browser at the domain(s) Possumdelight Technologies makes available to Licensee), the mobile applications, and all related websites, web services, APIs, data models, database schema, supporting files, documentation, middleware, integrations, utilities, scripts, updates, enhancements, derivative works, and any other components of the system created, developed, or provided by Possumdelight Technologies, whether delivered as executable code, source code, compiled binaries, database structures, or any other form.

“Evaluation Software” means any version of The Software provided to Licensee on a free, trial, or time-limited basis.

“Free Software” means any version of The Software that Possumdelight Technologies designates as “free”, “complimentary”, or similar.

“The Licensee” means the specific business unit, office, or team to which Possumdelight Technologies issues invoices, as reflected in its billing records. Individual users listed on an invoice are authorized users under that Licensee, but they are not themselves Licensees. No other Affiliates, divisions, parent companies, or corporate entities are included. The identified business unit, office, or team is solely responsible for all licensing fees and all compliance obligations under this Agreement.

“The Warranty Period” means any period during which the Licensee’s subscription is active and all fees are paid and current.

II. GENERAL TERMS

1. General Software Rights and Obligations

a. License.

The Software is licensed to Licensee solely under the terms of this Agreement, which sets forth the complete license grant for the use of The Software.

b. License Term.

The license is provided on a continuing subscription basis, subject to ongoing payment and compliance with the then-current terms. The billing frequency is an administrative convenience only and does not create, define, or imply a quarterly, annual, or other fixed-length contractual term. Each billing period constitutes the minimum non-refundable subscription interval, except that Possumdelight Technologies may, in its sole discretion, provide prorated credits or refunds on a case-by-case basis. The subscription may be terminated only as provided in Section 7.

c. Delivery.

All components of The Software and all Documentation are delivered electronically.

d. Installation and Copies.

Licensee may install and use The Software on computers owned or controlled by the Licensee, as well as on the personally owned computers of individual authorized users for business purposes. Installation on any other third-party systems - including contractors, consultants, vendors, or any parent-company technical, development, or IT teams - is prohibited without the prior written approval of Possumdelight Technologies. Licensee may not make or distribute any additional copies of The Software other than retaining the installation files for future reinstallation. Where The Software is provided as a hosted web application or as a mobile application, Licensee’s access to and use of The Software through a web browser or mobile device is governed by this Agreement in the same manner as an installed copy, and the installation and copy provisions of this Section apply only to any locally installed components.

e. License Restrictions.

Licensee shall not (and shall not allow any third party to):

1. reverse engineer (including decompiling, disassembling, or otherwise attempting to derive source code, algorithms, file formats, data models, or underlying ideas of The Software), except to the limited extent expressly permitted by applicable law for interoperability purposes and only after providing prior written notice to Possumdelight Technologies;
2. distribute, sell, sublicense, rent, lease, transfer, assign, publish, disclose, or otherwise make The Software or Documentation available to any third party - including, without limitation, through hosting, shared environments, time-sharing, service bureau use, multi-office access, or any centralized corporate IT environment - except as expressly permitted in writing by Possumdelight Technologies;
3. remove, obscure, alter, or disable any proprietary, copyright, trademark, confidentiality, or attribution notices contained in The Software or Documentation, including those displayed within the application interface, installation processes, runtime assets, file headers, metadata, or installation media;
4. modify, adapt, translate, enhance, create derivative works of, or incorporate The Software (or any portion of it) into any other software, system, or work, except to the extent expressly authorized in advance and in writing by Possumdelight Technologies; provided, however, that for open-source components included in The Software, Licensee may exercise only those modification rights expressly granted by the applicable open-source license and solely with respect to those specific components;
5. perform, enable, or commission any form of security testing or analysis of The Software - including but not limited to vulnerability scanning, penetration testing, code analysis, threat modeling, adversarial testing, or attempts to bypass security controls - without the prior written approval of Possumdelight Technologies;
6. access, attempt to access, query, extract, copy, intercept, or otherwise interact with any internal libraries, data stores, databases, schemas, or system components utilized by The Software through any means other than the authorized interfaces intentionally provided within The Software;
7. publish, disclose, distribute, or otherwise make available to any third party any performance metrics, benchmarks, testing results, comparative analyses, or evaluation of The Software’s speed, efficiency, scalability, reliability, or behavior, whether derived directly or indirectly, without the prior written consent of Possumdelight Technologies; or
8. use The Software for any purpose prohibited by Section 2(c) (Prohibition on Competitive Use), including, without limitation, any attempt to analyze, study, document, map, model, extract, replicate, emulate, re-implement, or otherwise reproduce any workflows, data structures, schemas, metadata, business logic, system behavior, or functional capabilities of The Software, whether directly or indirectly, for any competitive, developmental, or evaluative purpose.

f.

Any rights, obligations, or terms contained in any historical, predecessor, or legacy agreements - including agreements related to earlier versions, components, or generations of the system - have no force or effect with respect to The Software unless the specific term is expressly restated in a separate written agreement titled as an “Amendment” or “Addendum” to this Agreement and executed by duly authorized representatives of both parties. No invoice, email, purchase order, communication, operational practice, or other document shall constitute such an agreement.

2. Ownership

a. The Software.

Notwithstanding anything to the contrary in this Agreement, and except for the limited license rights expressly granted herein, Possumdelight Technologies retains all rights, title, and interest in and to The Software and the Documentation, including without limitation all patents, copyrights, trademarks, trade secrets, database rights, design rights, and all other intellectual property rights, whether registered or unregistered. This ownership extends to all copies of The Software, all updates, enhancements, modifications, improvements, translations, and derivative works, whether created by or for Licensee or otherwise.

Licensee acknowledges and agrees that it receives only a limited, nonexclusive, non-transferable license to use The Software under the terms of this Agreement, and that—regardless of any use of the terms “purchase,” “sale,” “buy,” or similar language—no ownership or property rights of any kind in The Software or the Documentation are transferred to Licensee under this Agreement or otherwise.

b. Protection of Proprietary Information.

Possumdelight Technologies retains full ownership of all System Data, which includes all information, identifiers, metadata, and materials generated automatically by The Software, including but not limited to system-generated identification numbers, unique property identifiers, internal object IDs, creation dates, timestamps, audit metadata, workflow logs, and any other information produced by the internal processing, logic, or architecture of The Software.

Possumdelight Technologies also retains full ownership of all Derived Data, meaning any data, metrics, structures, analyses, or outputs created, calculated, inferred, modeled, or transformed by The Software from any input data, where the resulting data is the product of The Software’s proprietary processes rather than a direct user-entered value.

These categories of data are integral to the proprietary design, operation, and intellectual property of The Software. Accordingly, Possumdelight Technologies may restrict, withhold, or exclude such System Data or Derived Data from export or external access as necessary to protect its proprietary rights and to prevent any competitive misuse or unfair advantage.

c. Prohibition on Use for Competitive Purposes.

Licensee is expressly prohibited from using The Software, any portion of The Software, any exported data, system output, schema, workflow, business logic, or any information derived from or observed through its use of The Software for any competitive purpose, including to develop, enhance, train, support, guide, or assist in the creation of any software, platform, database, data model, workflow system, process, or tool that competes with, replicates, or performs functions substantially similar to The Software.

This prohibition includes, without limitation:

1. any data schemas, table structures, field naming conventions, relationships, normalized or denormalized data models, or other structural representations of information used in or produced by The Software;
2. any workflow logic, business rules, processes, methodologies, or operational sequences observed in or derived from The Software;
3. any system-generated metadata, including timestamps, IDs, computed fields, or any information created uniquely by The Software’s internal logic;
4. any insights, analyses, concepts, or knowledge gained by observing user interactions, features, reports, exports, interfaces, or any internal or external behavior of The Software;
5. any consultation, interview, surveying, or elicitation of information from Licensee’s users, employees, contractors, or agents for the purpose of mapping, modeling, documenting, or reproducing The Software’s workflows, logic, structure, features, or capabilities;
6. use of exported data or internal data structures to design or validate a competing system, including mapping, syncing, or importing such data into a new platform for development purposes.

Any use of The Software or related information for a competitive purpose constitutes a material breach of this Agreement and entitles Possumdelight Technologies to all available legal and equitable remedies, including temporary, preliminary, and permanent injunctive relief without the need to post bond.

d. Global Contact Data.

1. Definitions. "Local Contacts" means contact information and associated data stored exclusively within a single Licensee's instance of The Software. "Global Contacts" means contact information and associated data that has been migrated from a Licensee's local data store to The Software's shared, multi-tenant data environment and subsequently verified or enhanced by The Software. "Listing Subscriptions" means a contact's specified subscription preferences within The Software. "Network Sharing" means whether a contact's information is shared with other licensees and their affiliates. The contact-level Network Sharing setting is the master control over whether the contact participates in such sharing at all; at a finer level, Network Sharing also governs whether a particular Listing Subscription associated with the contact is visible to other licensees and their affiliates, and a finer-level setting may not expand sharing beyond the contact-level choice. Where a contact has made an explicit Network Sharing choice (for example, through a profile or consent prompt), that choice governs; absent an explicit choice, Network Sharing is off. Network Sharing may be changed by the applicable contact or Licensee at any time.
2. Contact Migration. Licensee acknowledges and agrees that as part of The Software's multi-tenant platform operations, Local Contacts may be migrated to the global data environment and become Global Contacts. During this process, The Software may verify, enrich, or otherwise enhance contact data. Licensee acknowledges that such verified and enhanced data constitutes derived data within the meaning of Section 2.b.
3. Listing Subscription Sharing. For a contact who has opted in to Network Sharing, Listing Subscriptions associated with that contact's Global Contact record are visible to other licensees and their affiliates, except where Network Sharing has been disabled for a particular Listing Subscription. Licensee acknowledges and agrees that it is Licensee's responsibility to inform its contacts of Network Sharing and the implications thereof.
4. License Grant to Possumdelight Technologies. Licensee hereby grants to Possumdelight Technologies a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, store, reproduce, display, distribute, and sublicense through multiple tiers all Global Contact data contributed by Licensee to The Software's global data environment. This license includes, without limitation, the right to make Global Contact data available to other current and future licensees of The Software. This license shall not extend to Listing Subscription visibility where the applicable Network Sharing has been disabled.
5. Survival. The license granted in Section 2.d.iv shall survive the expiration or termination of this Agreement for any reason. Upon termination, Possumdelight Technologies shall have no obligation to remove, delete, or return Global Contact data from The Software's global data environment.
6. Licensee Data Export. Upon termination or expiration of this Agreement, Licensee shall be entitled to export its Local Contacts and any contact data originally entered by Licensee, in a standard machine-readable format, for a period of thirty (30) days following the effective date of termination. For the avoidance of doubt, Licensee shall not be entitled to export the Global Contact data pool or any portion thereof that was not originally entered by Licensee.
7. No Ownership of Global Pool. Licensee acknowledges and agrees that the aggregate Global Contact data pool, including all verified and enhanced data, is a proprietary asset of Possumdelight Technologies. No Licensee shall acquire any ownership interest in the Global Contact data pool by virtue of contributing contact data thereto.
8. Network Records Portability. Where a contact has opted in to Network Sharing, that contact's Global Contact record may follow an individual or team that works with the contact if such individual or team moves to another participating licensee of The Software, subject to the contact's Network Sharing choice. This provision applies only to Global Contacts for which Network Sharing is in effect; it does not authorize the export or transfer of Local Contacts, of any data that the moving individual or team did not originate or work, or of any Licensee's private roster or compilation.

e. Enforcement and Remedies.

If Possumdelight Technologies determines that Licensee has used or is using exported data or any other element of The Software in violation of this Agreement, Possumdelight Technologies may immediately seek injunctive relief to prevent further misuse, without the need to prove irreparable harm or post a bond, and may pursue all other available legal and equitable remedies, including recovery of damages arising from the breach.

f. Licensee Content License.

Licensee retains ownership of the data, images, documents, and other content that Licensee or its authorized users input, upload, insert, or submit into The Software (“Licensee Content”), except for System Data and Derived Data, which are owned by Possumdelight Technologies as set forth in Section 2.b. Licensee grants Possumdelight Technologies a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to host, store, cache, back up, reproduce, transmit, display, adapt, reformat, index, and create derivative works of (including thumbnails, renders, and structured or normalized representations of) Licensee Content, and to otherwise use and process Licensee Content as necessary or useful to operate, maintain, secure, support, improve, and develop The Software and Possumdelight Technologies’ products and services.

This license is limited to Licensee Content that Licensee owns or otherwise has the right to license. It does not extend to third-party content that Licensee accesses, displays, or references through The Software under a separate license or arrangement (for example, listing, imagery, or market data made available by third-party providers), which remains governed by the applicable third-party terms and is not stored, claimed, or sublicensed by Possumdelight Technologies except as those terms permit.

g. Aggregated and De-Identified Data.

Possumdelight Technologies may create, compile, and derive aggregated, statistical, and de-identified data, metrics, and insights from Licensee Content, System Data, Derived Data, and the operation and use of The Software, including across all licensees (collectively, “Aggregated Data”), provided that Aggregated Data does not identify Licensee or any individual. As between the parties, Possumdelight Technologies owns all Aggregated Data and may use, reproduce, distribute, publish, license, and commercialize it for any lawful purpose, including market research, benchmarking, comparables, rankings, analytics, and the development and provision of products and services, during and after the term of this Agreement.

h. Model Development and Improvement.

Possumdelight Technologies may use Licensee Content, System Data, Derived Data, and usage data to develop, train, evaluate, and improve its algorithms, models (including machine-learning and artificial-intelligence models), features, and services. Where such data is used to train or improve models made available to other licensees, Possumdelight Technologies will use Aggregated Data or data that is otherwise de-identified.

i. Feedback.

If Licensee or its users provide Possumdelight Technologies with suggestions, ideas, enhancement requests, or other feedback regarding The Software (“Feedback”), Possumdelight Technologies may use, incorporate, and exploit the Feedback without restriction, attribution, or obligation, and Licensee grants Possumdelight Technologies a perpetual, irrevocable, worldwide, royalty-free license to do so.

3. Support and Maintenance

a. Support and Maintenance.

Possumdelight Technologies may, in its sole discretion, provide Support and Maintenance during any period in which Licensee’s subscription is active and in good standing. Any Support and Maintenance provided will be governed by Possumdelight Technologies’ then-current support policies, which may be updated from time to time. No specific level of service, response time, or availability is guaranteed unless otherwise agreed in a separate written agreement.

b. Exclusions.

Possumdelight Technologies has no obligation to provide Support or Maintenance:

1. for any installation where The Software or its underlying components have been modified, altered, or integrated with other systems (other than official Updates provided by Possumdelight Technologies);
2. for any Evaluation Software or Free Software; or
3. for issues arising from Licensee’s hardware, network, security configurations, third-party software, or data corruption not caused by The Software.

4. Invoicing

Unless otherwise agreed by Possumdelight Technologies in writing, Possumdelight Technologies will invoice Licensee:

1. for subscription (i) Software licenses, (ii) Support and Maintenance, and (iii) Services, in advance at a billing frequency determined by Possumdelight Technologies, which may be quarterly or such other interval as Possumdelight Technologies elects; and
2. for all other Services and associated expenses, at intervals determined by Possumdelight Technologies, including monthly in arrears.

Possumdelight Technologies may modify its billing frequency or invoicing practices from time to time in its sole discretion. Any such modification will apply prospectively to future billing periods and does not alter the non-refundable nature of payments already made.

5. Payment Terms

All fees and charges are non-refundable, except as expressly stated in this Agreement. Each invoice is payable in full within thirty (30) days of the invoice date. Any amounts not paid when due shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower. Licensee shall be responsible for all costs of collection incurred by Possumdelight Technologies arising from Licensee’s failure to pay any undisputed amount when due.

6. Taxes

For purposes of this Section, “Fees” means all amounts invoiced by Possumdelight Technologies under this Agreement, including subscription fees, Support and Maintenance fees, and Services fees.

Fees do not include any taxes. If Possumdelight Technologies is required to collect or remit any sales, use, excise, GST, VAT, or similar taxes arising from Licensee’s purchase or use of The Software (other than taxes on Possumdelight Technologies’ income), such taxes will be billed to and paid by Licensee. All payments shall be made free and clear of any withholding or deduction. If any withholding tax is required, Licensee shall be solely responsible for such tax and shall gross up the payment so that the amount received by Possumdelight Technologies is equal to the full amount that would have been received had no withholding been imposed. Licensee shall provide Possumdelight Technologies with reasonable evidence of payment of any such withheld amounts upon request.

7. Termination

Possumdelight Technologies may terminate Licensee’s subscription (or any license granted under this Agreement) if:

1. Licensee fails to make any payment when due and does not cure such failure within ten (10) days after receiving written notice; or
2. Licensee materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice.

Upon termination or expiration of the subscription or any license:

1. Licensee shall immediately cease all use of The Software;
2. Licensee shall destroy all copies of The Software and all related Documentation in its possession or control (including all copies stored on backup or archival media); and
3. Licensee shall certify such destruction to Possumdelight Technologies in writing upon request.

All obligations relating to confidentiality, intellectual property, competitive restrictions, and any payment obligations that accrued prior to termination shall survive termination.

8. Warranty

a. Limited Software Performance Warranty.

Possumdelight Technologies warrants to Licensee that, during the Warranty Period, The Software will operate in substantial conformity with its intended functionality as described by Possumdelight Technologies. Possumdelight Technologies does not warrant that use of The Software will be uninterrupted or error-free, or that any security mechanisms implemented by The Software will be free of inherent limitations.

Possumdelight Technologies’ sole liability (and Licensee’s exclusive remedy) for any breach of this limited warranty shall be, at Possumdelight Technologies’ sole discretion, to:

1. use commercially reasonable efforts to provide an error correction or work-around; or
2. determine that such remedies are impracticable and terminate the affected license.

Possumdelight Technologies shall have no obligation with respect to any warranty claim unless Licensee provides written notice of the claim within the Warranty Period.

b. Exclusions.

This limited warranty does not apply to any issue or non-conformity arising from:

1. use of The Software with hardware, software, networks, or configurations not supported by Possumdelight Technologies;
2. modification of The Software by anyone other than Possumdelight Technologies;
3. accident, abuse, misuse, negligence, or improper operation; or
4. Evaluation Software or Free Software.

c. Disclaimer.

The warranties in this section are limited. Except as expressly set forth in this section, the Software is provided “as is”. Possumdelight Technologies makes no other warranties, express or implied, statutory or otherwise, including without limitation any warranties of merchantability, title, fitness for a particular purpose, or non-infringement.

9. Representations and Warranties of Licensee

Licensee represents and warrants that:

1. Licensee and its authorized users have all rights, licenses, consents, and permissions necessary to input, upload, and submit Licensee Content into The Software and to grant the licenses set forth in this Agreement;
2. Licensee Content, and Possumdelight Technologies’ use and processing of it as permitted by this Agreement, does not and will not infringe, misappropriate, or violate any third party’s intellectual property, privacy, publicity, or other rights, or any applicable law; and
3. Licensee has provided all notices and obtained all consents required for the collection, input, submission, and processing of any personal data contained in Licensee Content.

10. Indemnification

Licensee will defend, indemnify, and hold harmless Possumdelight Technologies and its officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Licensee Content; (b) Licensee’s breach of the representations and warranties in this Agreement; (c) Licensee’s or its authorized users’ use or misuse of The Software; or (d) Licensee’s violation of any law or any third-party right. Possumdelight Technologies will give Licensee prompt written notice of the claim, provide reasonable cooperation at Licensee’s expense, and grant Licensee sole control of the defense and settlement, except that any settlement imposing a non-monetary obligation on Possumdelight Technologies requires Possumdelight Technologies’ prior written consent.

The indemnification obligations in this Section are not subject to, and are excluded from, the limitations of liability in Section 11.

11. Limitation of Liability

Possumdelight Technologies shall not be liable for any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind (including, without limitation, lost profits, loss of use, lost data, failure of security mechanisms, or interruption of business), or for any damage to systems or data, regardless of the form of action—whether in contract, tort (including negligence), strict liability, or otherwise—even if Possumdelight Technologies has been advised of the possibility of such damages.

Possumdelight Technologies’ total liability for any and all claims arising out of or related to this Agreement shall in no event exceed the amount of license fees paid by Licensee to Possumdelight Technologies in the thirty (30) days preceding the event giving rise to the claim.

12. Assignment

Licensee may not, by operation of law or otherwise, assign, transfer, sublicense, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of Possumdelight Technologies. Any attempted assignment without such consent is null and void.

Notwithstanding the foregoing, Licensee may assign this Agreement solely in connection with a merger, reorganization, acquisition, or a transfer of all or substantially all of Licensee’s assets or voting securities, provided that:

1. the assignee is not a competitor of Possumdelight Technologies; and
2. the assignee agrees in writing to be bound by this Agreement.

This Agreement shall bind and inure to the benefit of each party’s permitted successors and assigns.

13. Controlling Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia and the laws of the United States applicable therein, without regard to conflict-of-law principles.

Any dispute, claim, or proceeding arising out of or relating to this Agreement or The Software shall be brought exclusively in the state or federal courts located in the State of Georgia. Each party consents to the personal jurisdiction of those courts and waives any objection to laying venue in, or to the inconvenience of, those courts. To the fullest extent permitted by applicable law, each party waives any right to a trial by jury in any such dispute, claim, or proceeding.

14. Survival

Any provision of this Agreement that, by its nature, is intended to survive termination or expiration - including, without limitation, provisions relating to ownership, confidentiality, disclaimers, limitations of liability, and restrictions on use - shall survive and remain in full force and effect.

15. Compliance

a. Usage Verification.

Licensee acknowledges that access to The Software requires authentication through systems controlled by Possumdelight Technologies. Possumdelight Technologies may monitor and review usage information obtained through these systems for the purpose of verifying compliance with this Agreement, including - without limitation - user counts, login activity, connection attempts, access methods, and geographic or network-origin data.

If Possumdelight Technologies determines that Licensee’s usage exceeds the scope of its paid subscription or authorized users, Licensee shall immediately pay all applicable additional fees necessary to bring its usage into compliance.

b. Access Control.

Possumdelight Technologies may suspend or restrict access to The Software if it determines that Licensee is in material breach of this Agreement, is using The Software in an unauthorized manner, or is attempting to access the system in excess of licensed rights. Suspension under this Section does not limit any other remedy available to Possumdelight Technologies.

16. Confidentiality

a. Confidential Information.

All software, documentation, technical information, and performance information relating to The Software that is provided by Possumdelight Technologies (or its agents), as well as the terms of this Agreement, shall be deemed Confidential Information and Trade Secrets of Possumdelight Technologies without any marking or further designation.

b. Protection of Confidential Information.

The Recipient shall:

1. disclose Confidential Information only to its employees who have a need to know and who are bound by written confidentiality obligations at least as protective as those in this Agreement;
2. protect the Confidential Information using at least the same degree of care it uses to protect its own information of similar importance, but in no event less than reasonable care;
3. use Confidential Information solely for exercising its rights or performing its obligations under this Agreement; and
4. upon the Discloser’s request, promptly return or destroy all Confidential Information and certify such destruction.

Except as expressly permitted hereunder, the Recipient shall not use or disclose Confidential Information for three (3) years following the date of disclosure.

Confidential Information that constitutes a Trade Secret shall be kept confidential for as long as it remains a Trade Secret.

c. Usage Data.

Licensee acknowledges and agrees that Possumdelight Technologies may utilize technology within The Software to collect system, device, and usage-related information for purposes including security, authentication, performance improvement, compliance verification, and operational support.

d. Exclusions.

The obligations in this Section do not apply to any information that:

1. was already known to the Recipient without restriction before receipt;
2. becomes publicly available through no breach by the Recipient;
3. is rightfully received from a third party without a duty of confidentiality;
4. is independently developed by employees of the Recipient without access to the Confidential Information; or
5. is required to be disclosed by law or court order, provided the Recipient gives prompt notice (to the extent legally permitted) and limits disclosure to the minimum amount required.

e. Equitable Relief.

The Recipient acknowledges that any unauthorized use or disclosure of Confidential Information would cause irreparable harm for which monetary damages would be inadequate. The Discloser shall therefore be entitled to seek injunctive and other equitable relief, in addition to any other remedies available at law.

17. Open Source Software

The Software may include or operate with open source software components. Upon request, Possumdelight Technologies will provide Licensee with a list of all such components and the applicable open source licenses.

Each open source component included with The Software is licensed directly to Licensee under the terms of the corresponding open source license. Nothing in this Agreement is intended to limit Licensee’s rights or expand Licensee’s rights with respect to such components beyond what is expressly permitted by the applicable open source license.

To the extent there is any conflict between this Agreement and an applicable open source license, the terms of the open source license shall control solely with respect to the open source component governed by such license.

18. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall remain in full force and effect.

19. Waivers

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by a duly authorized representative of the party granting the waiver. No failure or delay in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof.

20. Notices and Reports

Any notice or report required or permitted under this Agreement shall be in writing and shall be deemed duly given:

1. upon receipt, if delivered personally;
2. two (2) business days after deposit with an internationally recognized overnight courier, with tracking; or
3. when sent by email to the most recent email address for the receiving party on file, provided the sender has a record of successful transmission (including server log, sent confirmation, or absence of delivery failure).

Notices to Licensee shall be sent to the most recent business address or email address maintained in Possumdelight Technologies’ billing records.

Either party may update its notice information by providing written notice to the other party in accordance with this Section.

21. Construction and Interpretation

The original version of this Agreement is written in English. Licensee waives any right under applicable law to require a translation of this Agreement into any other language.

As used in this Agreement, the terms “including,” “include,” and “includes” shall each be interpreted to mean “including without limitation.”

Unless the context clearly requires otherwise, words in the singular include the plural and vice versa, and words referring to any gender include all genders.

This Agreement shall be construed fairly and without regard to which party drafted it. The parties expressly waive the application of any rule of construction (including contra proferentem) that would require ambiguities to be interpreted against the drafting party.

Section headings are provided solely for convenience and shall not affect the interpretation of this Agreement.

22. Order of Precedence

In the event of any conflict between documents, the most recently executed written agreement between the parties that expressly governs the licensing or use of The Software shall control, except where a separate written agreement expressly states that its terms supersede or supplement the then-current End-User License Agreement.

All other materials—including, without limitation, prior agreements, historical documents, legacy contracts, operational practices, or terms relating to earlier versions or iterations of the system—are superseded by and subordinate to the then-current End-User License Agreement accepted by Licensee.

No historical, predecessor, or legacy agreement shall have any force or effect with respect to The Software unless explicitly restated, incorporated, or superseded in a written agreement executed by duly authorized representatives of both parties.

23. Force Majeure

Neither party shall be liable for any delay or failure to perform any obligation under this Agreement (other than the obligation to pay fees) if such delay or failure results from events beyond that party’s reasonable control, including but not limited to strikes, labor disputes, blockades, wars, acts of terrorism, riots, natural disasters, pandemics, government actions, power failures, disruptions of telecommunications or data networks, or outages caused by third-party hosting or infrastructure providers. The affected party shall use commercially reasonable efforts to mitigate the effects of the force majeure event. A force majeure event shall not entitle Licensee to any refund, credit, or extension of its subscription.

24. Remedies Cumulative

Except as expressly provided otherwise in this Agreement, all rights and remedies available to either party are cumulative and may be exercised separately or concurrently. The exercise of any right or remedy shall not preclude the exercise of any other right or remedy available under this Agreement or at law.

25. Entire Agreement

This Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior or contemporaneous written or oral agreements, proposals, or communications relating to its subject matter.

No supplement, modification, or amendment to this Agreement shall be binding unless in a written instrument executed by a duly authorized representative of each party, except that Possumdelight Technologies may modify this Agreement from time to time by providing notice and including the revised Agreement with new versions or updates of The Software.

Revised terms become effective upon the earlier of:

1. delivery of the updated Software containing the revised Agreement; or
2. Licensee’s continued use of The Software following notice.

For purposes of this Section, “notice” includes presentation of the revised Agreement or notification of updated terms within The Software, including during installation, update processes, login, or through in-application notification. Notice is deemed effective upon presentation, regardless of whether Licensee closes, bypasses, or declines to view the notice. Continued use after such notice constitutes acceptance of the revised terms.

It is Licensee’s responsibility to review the Agreement when updates are presented. No provision of any purchase order or other business form employed by Licensee will supersede the terms of this Agreement, and any such document shall be for administrative purposes only and have no legal effect.

[END OF MAIN AGREEMENT]