Sign the Subscription License Agreement & Waiver

This Subscription License Agreement & Waiver (the "Agreement") is between Top Flow Lifestyle LLC, a Utah limited liability company doing business as DanManTools ("DanManTools," "Licensor," "we" or "us"), and the person or company identified below ("Subscriber" or "you"). It takes effect on the date you sign or accept it electronically (the "Effective Date").

Order details

1. License grant

For as long as your subscription is active and paid, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license. It lets you and the number of authorized users listed above use the licensed tools for your own internal business purposes. The license covers only the tools, plan and number of users in the Order Details.

2. Restrictions

You and your users will not:

• copy, modify or create derivative works of the tools;
• reverse engineer, decompile or try to extract source code;
• resell, rent, sublicense, share, frame or publicly host the tools, or let anyone other than authorized users access them;
• remove ownership, copyright or trademark notices;
• use the tools to build or train a competing product; or
• use the tools in violation of the law, including CAN-SPAM, the Telephone Consumer Protection Act (TCPA), do-not-call rules and privacy laws.

Each authorized user must have their own login or access and may not share it.

3. Ownership

The tools, including all software, source code, designs, text, templates, prompts, workflows, documentation, updates and improvements, and the DanManTools™, DanMan Leads™, DanMan Reach™ and DanManTools DanMan TakeOff™ names and logos, are and will remain the exclusive property of Top Flow Lifestyle LLC. This Agreement is a license, not a sale. No ownership rights transfer to you. All rights not expressly granted are reserved. Any feedback you give may be used by us without obligation to you.

4. Your data

You own the business data you put into the tools ("Your Data"). You give us permission to host and process Your Data only to provide and support the tools. You are solely responsible for:

• the accuracy and legality of Your Data;
• having the right to use every contact you store, and getting any consent needed to email, call or text them; and
• keeping backups, especially for website editions that store data only in your browser.

Our Privacy Policy explains how we handle personal information.

5. Fees, automatic renewal and cancellation

Fees. You will pay the subscription fee and any other fees in the Order Details, in advance, by the payment method on file. Fees do not include taxes, which you will pay. Late or failed payments may lead to suspension.

Automatic renewal. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY at the end of each term for another term of the same length, at the then-current price, and we will charge your payment method, UNLESS YOU CANCEL before the renewal date.

Renewal notices. For any renewal term longer than 45 days, such as an annual plan, we will send you a written or electronic notice at least 30 days and no more than 60 days before the renewal date. The notice will state the renewal date, the total renewal cost and how to cancel.

How to cancel. You may cancel at any time by emailing team@danmantools.com, or by using any cancellation option we provide in your account. Cancellation takes effect at the end of the current paid term. You keep access until then.

Price changes. We may change prices for future terms by giving you at least 30 days' notice before the change takes effect.

Trials. If you start with a free or discounted trial that converts to a paid plan, we will notify you at least 3 days before the trial ends. The notice will state the end date, the price you will be charged and how to cancel.

Refunds. Except where the law requires otherwise, fees are non-refundable, and partial terms are not prorated.

6. AI features and output

Some features use artificial intelligence, including third-party AI services you connect with your own API key. You pay those providers directly under their own terms. AI output may be wrong. This includes takeoffs, quantities, estimates, pricing, proposals, rebate information, research and marketing content. You are solely responsible for reviewing and verifying all output before you use it, bid with it, or send it to anyone. Output is not engineering, building-code, legal, tax or financial advice.

7. Waiver, release and assumption of risk

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS YOUR RIGHTS.

You understand that the tools are business aids and may contain errors or interruptions. You understand they may produce inaccurate output or lose data. You also understand that business decisions, such as bids, prices, material orders, proposals, marketing and outreach, carry risk. You voluntarily assume all of those risks.

To the fullest extent allowed by law, you, on behalf of yourself, your company and your heirs, successors and assigns, waive and release Top Flow Lifestyle LLC and its members, managers, employees and agents (the "Released Parties") from all claims, demands, losses and damages, known or unknown, arising from or related to your use of the tools or any output. This includes claims based on:

• inaccurate takeoffs, estimates or pricing;
• lost or rejected bids, jobs or customers;
• data loss;
• messages sent through the tools;
• third-party services; and
• the negligence of the Released Parties.

This release does not apply to claims that cannot be released under applicable law, such as claims for gross negligence, willful misconduct or fraud.

8. Disclaimer of warranties

THE TOOLS AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT ALLOWED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT PROMISE THAT THE TOOLS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT DATA WILL NOT BE LOST.

9. Limitation of liability

TO THE FULLEST EXTENT ALLOWED BY LAW, THE RELEASED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THIS INCLUDES LOST PROFITS, LOST REVENUE, LOST BIDS OR JOBS, LOST DATA AND BUSINESS INTERRUPTION. THE RELEASED PARTIES' TOTAL LIABILITY FOR ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES YOU ACTUALLY PAID IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnity

You will defend, indemnify and hold harmless the Released Parties from any third-party claim, fine, loss or expense, including reasonable attorneys' fees, arising from:

• Your Data;
• messages you or your users send through the tools;
• your use of any output; or
• your breach of this Agreement or of the law.

11. Confidentiality

The tools, their non-public features, pricing and any source code or documentation you see are our confidential information. You will not disclose them, and you will use them only as this Agreement allows. This duty lasts during the Agreement and for 3 years after it ends. For trade secrets, it lasts as long as they remain trade secrets.

12. Term, suspension and termination

This Agreement continues for as long as your subscription is active. We may suspend or terminate your access immediately if you:

• breach Sections 2, 3 or 11;
• fail to pay; or
• use the tools unlawfully.

When the Agreement ends, your license ends and you must stop using the tools. We will give you a reasonable chance to export Your Data when possible. Sections 3, 4, 6 through 11 and 13 through 15 survive termination.

13. Disputes, governing law and arbitration

Informal resolution first. Before filing any claim, the parties will try in good faith to resolve it for 30 days. You may start that process by emailing team@danmantools.com.

Arbitration. If the dispute is not resolved, it will be decided by binding individual arbitration administered by the American Arbitration Association under its applicable rules, held in Utah or by video. Either party may instead bring an individual claim in small claims court. Either party may also seek an injunction in court to protect intellectual property or confidential information.

Class action waiver. YOU WAIVE ANY RIGHT TO A JURY TRIAL AND TO TAKE PART IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION.

Opt-out. You may opt out of arbitration by emailing team@danmantools.com within 30 days after the Effective Date.

This Agreement is governed by the laws of the State of Utah, without regard to conflict-of-law rules. Subject to the arbitration clause, the parties consent to the exclusive jurisdiction of the state and federal courts located in Utah.

14. Electronic signatures and records

The parties agree that this Agreement may be signed and accepted electronically, for example by typed name, signature pad or checkbox with "I agree." An electronic signature has the same force as a handwritten signature under the federal E-SIGN Act and the Utah Uniform Electronic Transactions Act. You consent to receive notices, including renewal notices, electronically at the email in the Order Details. Keep that email current.

15. General

• Entire agreement. This Agreement, the DanManTools Terms of Use, Privacy Policy and Legal Notices make up the entire agreement about the tools. If they conflict, this Agreement controls.
• Severability. If any provision is unenforceable, it will be enforced to the maximum extent allowed and the rest remains in effect.
• No waiver. Failing to enforce a provision is not a waiver of it.
• Assignment. You may not assign this Agreement without our written consent. We may assign it in connection with a merger, sale or reorganization.
• Notices. Notices to us go to team@danmantools.com and 2137 E Logan Avenue, Salt Lake City, Utah 84108.
• Independent parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, employment or agency relationship.

Acknowledgment

BY SIGNING BELOW, YOU CONFIRM THAT YOU HAVE READ THIS AGREEMENT, INCLUDING THE AUTOMATIC RENEWAL TERMS IN SECTION 5, THE WAIVER AND RELEASE IN SECTION 7, AND THE ARBITRATION AND CLASS ACTION WAIVER IN SECTION 13. YOU CONFIRM THAT YOU UNDERSTAND THEM, THAT YOU ARE AT LEAST 18 YEARS OLD AND AUTHORIZED TO SIGN, AND THAT YOU AGREE TO BE BOUND.