Copyright 2006-2026 End User License Agreement (EULA) Defined Terms: LICENSOR: Noguska, Inc., the copyright owner. LICENSEE: You and any business entity, institution, group or other on whose behalf you are installing this product. Furthermore, The LICENSEE may be a person or a company or partnership or any other legal entity who comes into possession, by any means, of the software containing this EULA, or any other software whose copyright is owned by Noguska Inc. Hereafter the single term "LICENSEE" will be employed to mean any or all of these variations. Product: NolaPro, a registered trademark of Noguska, Inc. and collectively refers to any derivative product using this trademark name (i.e., NolaPro CS, NolaPro ERP). The contract between the LICENSEE of any Noguska Inc. software and LICENSOR, itself, is entirely contained in this EULA, together with any Subscription Agreement signed by LICENSOR and LICENSEE as described in Section 13. BY INSTALLING OR USING LICENSOR'S ACCOUNTING AND BUSINESS MANAGEMENT SOFTWARE PRODUCT (KNOWN AS "NOLAPRO") THE INDIVIDUAL OR LEGAL ENTITY LICENSING NOLAPRO (THE "LICENSEE") IS CONSENTING TO BECOMING A PARTY TO THIS AGREEMENT AND TO BE BOUND BY ITS PROVISIONS. IF LICENSEE DOES NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN LICENSEE MUST NOT INSTALL OR USE THE SOFTWARE. 1. LICENSE GRANT. LICENSOR grants LICENSEE one (1) non-exclusive, non-transferable license for personal or internal business purposes the executable code version of NOLAPRO. LICENSOR bears no responsibility for any inconvenience or downtime caused by any license transfer. This license does not require LICENSOR to provide to LICENSEE any hard-copy documentation, technical support, telephone assistance or enhancements or updates to NOLAPRO. This software may be used on more than one computer for any single business but it may not be used collectively with other businesses. It may not be distributed via media (DVD, Flash Drive, etc), via cloud hosting, and/or with any other software or be used in conjunction with any other software without the written permission of LICENSOR. LICENSEE may make backup copies of this software. LICENSEE may not resell any originals or copies of this software, neither in altered nor unaltered form. 2. RESTRICTIONS. Unless the LICENSEE entered into an agreement with LICENSOR superseding this Agreement, LICENSEE may not: (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for NOLAPRO; (ii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in NOLAPRO without the express written consent of LICENSOR; or (iii) separate any part of this software from the original package, (iv) distribute the software with any commercial application or "bundled" package, (v) resell services or charge for software licensing, hosting, usage or functionality for MULTIPLE CLIENTS on the same server including, but not limited to, CPA, bookkeeping, accounting, auditing and/or consulting services. Note that NOLAPRO is licensed as a whole. LICENSEE may not remove any Noguska Inc. trademarks or tradenames or any other Noguska Inc. identifying characteristics. LICENSEE may not modify or tamper with the distributed code in order to generate a new product. 3. TERMINATION. Without prejudice to any other rights LICENSOR may terminate this Agreement without warning or notice if LICENSEE breaches any of its terms and conditions. Upon termination, LICENSEE agrees to destroy all copies of NOLAPRO. 4. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in NOLAPRO shall remain with LICENSOR and/or its suppliers. LICENSEE acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with LICENSOR'S or its suppliers' ownership of or rights with respect to NOLAPRO. NOLAPRO is protected by copyright and other intellectual property laws and by international treaties. LICENSOR is the sole owner of the intellectual property protected by this EULA under the laws of the United States of America. LICENSOR solely owns the copyright to this software and the trademark for NolaPro. LICENSEE may not charge anyone for using this software without the express consent of LICENSOR. LICENSEE may not re-license or sub-license this software nor may the LICENSEE rent, lease or sell the software or any part of the software with the express consent of LICENSOR. 5. DISCLAIMER OF WARRANTY. NOLAPRO is provided on an as is basis, without any implied or expressed warranty of any kind, including without limitation, any that guarantees it is free of defects, merchantable, fit for a particular purpose, or non-infringing. The entire risk as to the quality and performance of NOLAPRO is borne by LICENSEE who agrees to assume the entire cost of any service and repair. In addition, the security mechanisms implemented by NOLAPRO have inherent limitations, and LICENSEE must determine that NOLAPRO sufficiently meets its own requirements. This disclaimer of warranty constitutes an essential part of this agreement. No other use of NOLAPRO is authorized except under this disclaimer. 6. LIMITATION OF LIABLILITY. To the maximum extent permitted by applicable law, in no event will LICENSOR or is suppliers or resellers be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use NOLAPRO, including without limitation, damage for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, LICENSOR'S entire liability under any provision of this agreement shall not exceed the original cost of the software. LICENSOR is not responsible for any liability arising out of content provided by LICENSEE or a third party that is accessed through NOLAPRO and/or any material linked through such content. 7. ENCRYPTION. If LICENSEE wishes to use the cryptographic features of NOLAPRO, then LICENSEE may need to obtain and install a signed digital certificate from a certificate authority or certification server. LICENSEE may be charged additional fees for certification services. LICENSEE is responsible for maintaining the security of the environment in which NOLAPRO is used and the integrity of the private key file used with NOLAPRO. In addition, the use of digital certificates is subject to the terms specified by the certificate provider, and there are inherent limitations in the capabilities of digital certificates. If LICENSEE is sending or receiving digital certificates, LICENSEE is responsible for familiarizing itself with and evaluating such terms and limitations. 8. EXPORT CONTROL. LICENSEE agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export NOLAPRO or any direct product thereof in violation of such restrictions, laws or regulations, or without all necessary approvals. LICENSEE shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of NOLAPRO from the United States. Neither NOLAPRO nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into any country subject to U.S. trade sanctions covering NOLAPRO, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designed National and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By downloading or using NOLAPRO, LICENSEE agrees to the foregoing and represents and warrants that it complies with these conditions. 9. HIGH RISK ACTIVITES. NOLAPRO is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, counterterror activities, governmental security, aircraft navigation / communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of NOLAPRO could lead directly to death, personal injury, or severe physical or environmental damage (High Risk Activities). Accordingly, LICENSOR and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. LICENSEE agrees that LICENSOR and its suppliers will not be liable for any claims or damages arising from the use of NOLAPRO in such applications. 10. U.S. GOVERNMENT END USERS. NOLAPRO is a commercial item, as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of commercial computer software and commercial computer software documentation, as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End users acquire NOLAPRO with only those rights set forth herein. 11. MISCELLANEOUS. (a) This Agreement, together with any Subscription Agreement under Section 13, constitutes the entire agreement between the parties concerning the subject matter hereof. (b) This Agreement may be amended only by a written statement signed by both parties. (c) Except to the extent applicable law, if any, provides otherwise, the laws of the State of Ohio, U.S., excluding its conflict of law provisions, shall govern this Agreement. (d) Unless otherwise agreed in writing, all disputes relating to this Agreement (excepting any dispute relating to intellectual property rights) shall be subject to final and binding arbitration in Hancock County, Ohio, under auspices of the Ohio Better Business Bureau, with the losing party paying all costs of arbitration. (e) This Agreement shall not be governed by the United Nations convention on Contracts for the International Sale of Goods. (f) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision alone shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement, which shall remain in full force and effect. (g) The controlling language of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (h) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination. (i) LICENSEE may assign or otherwise transfer by operation of law or otherwise this Agreement any rights or obligation herein to another entity. Such entity assumes all responsibilities of this Agreement by their usage of the Product. (j) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (k) Neither party shall be in default or be liable for any delay failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. (l) The relationship between LICENSOR and LICENSEE is that of independent contractors and neither LICENSEE nor its agents shall have any authority to bind LICENSOR in any way. (m) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. (n) If any of LICENSOR'S professional services are being provided, then such professional services are provided pursuant to the terms of a separate service agreement between LICENSOR and LICENSEE. The parties acknowledge that such services are acquired independently of NOLAPRO licensed hereunder, and that provision of such services is not essential to the functionality of such Product. (o) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. (p) For the security of NOLAPRO users worldwide, Noguska Inc. maintains a listing of all active Users of Record (UOR). As a part of UOR, LICENSEE agrees to receive communication for bugs, fixes, enhancements, add-ons, notices, and both major or minor program changes unless specifically opting out of such communication by notice to LICENSOR. (q) LICENSEE agrees that LICENSOR may use LICENSEE's company name in any customer reference list or in any press release issued by LICENSOR regarding the licensing of NOLAPRO and/or provide these same particulars to other third parties. (r) This EULA is revocable at the sole option of Noguska Inc. and it is non-exclusive. Noguska Inc. may terminate this EULA for any LICENSEE who does not fully comply with all of its provisions. Specifically the EULA may be cancelled - at the option of Noguska Inc. – if LICENSEE does not access the software for any stretch of 90 consecutive days. 12. LICENSEE OUTSIDE THE UNITED STATES. If LICENSEE is located outside the U.S., then the provisions of this Section shall apply: (i) The parties confirm that this Agreement and all related documentation is and will be in the English language, unless agreed to otherwise. (ii) LICENSEE is responsible for complying with any local laws in its jurisdiction which might impact its right to import, export or use NOLAPRO, and LICENSEE represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable. 13. SUBSCRIBER TERMS. This Section 13 applies only to a LICENSEE that has signed a written subscription, license, or development agreement with LICENSOR that incorporates this EULA (a "Subscription Agreement"); such a LICENSEE is a "Subscriber." For a Subscriber: (i) this Section 13 controls over any conflicting provision of Sections 1 through 12; (ii) the Subscription Agreement controls over this EULA as to pricing, payment, development services, and any other term specific to that Subscriber; (iii) Section 3, Section 11(d), and the 90-day inactivity cancellation in Section 11(r) do not apply, and termination of the Subscriber's license is governed by the Subscription Agreement; and (iv) the liability cap in Section 6 is replaced by Section 13.3. "Client-Funded Module" means any module, modification, or derivative version of NOLAPRO developed by LICENSOR and funded in whole or in part by a Subscriber. A Subscriber is "in good standing" when it has no undisputed invoice past due and is not in uncured material breach of the Subscription Agreement or this EULA. No revision of this EULA made after the effective date of a Subscription Agreement shall reduce that Subscriber's rights under this Section 13 without the Subscriber's written consent. 13.1. LICENSOR WARRANTIES. LICENSOR represents and warrants to Subscriber that: (i) it has developed NOLAPRO entirely through its own efforts for its own account and NOLAPRO is free and clear of all liens, claims, encumbrances, rights, or equities whatsoever of any third party; (ii) NOLAPRO does not infringe any patent, copyright, or trade secret of any third party; (iii) LICENSOR retains exclusive title and ownership to the NolaPro copyright and rights to resell and/or distribute the NolaPro code in both original or derivative forms; and (iv) all personnel, including employees, agents, consultants, and contractors, who have contributed to or participated in the conception and development of NOLAPRO either (1) have been party to a work-for-hire relationship with LICENSOR that has accorded LICENSOR full, effective, and exclusive original ownership of all tangible and intangible property arising with respect to NOLAPRO or (2) have executed appropriate instruments of assignment in favor of LICENSOR as assignee that have conveyed to LICENSOR full, effective, and exclusive ownership of all tangible and intangible property thereby arising with respect to NOLAPRO. 13.2. SUBSCRIBER DISCLAIMER OF WARRANTIES. Except as expressly stated in Section 13.1 or the Subscription Agreement, NOLAPRO and all related services are provided "as is" and "as available." LICENSOR disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or uninterrupted or error-free operation. LICENSOR does not warrant that NOLAPRO will meet Subscriber's requirements or that operation will be uninterrupted or error-free. 13.3. SUBSCRIBER LIMITATION OF LIABILITY. LICENSOR's total cumulative liability arising out of or related to the Subscription Agreement, this EULA, or NOLAPRO shall not exceed the total fees paid by Subscriber to LICENSOR under the Subscription Agreement during the twelve (12) months preceding the event giving rise to the claim. In no event shall LICENSOR be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, business interruption, or replacement costs, even if advised of the possibility of such damages. 13.4. INDEMNITY. LICENSOR will defend, at its sole expense, any claim, suit or proceeding brought against Subscriber which is based upon a claim that NOLAPRO infringes any patent, copyright, or trade secret, provided Subscriber gives LICENSOR written notice within thirty (30) days of receiving notice of such claim and provides LICENSOR reasonable cooperation in the defense of the claim. LICENSOR will pay any damages and costs assessed against Subscriber in connection with the proceeding. 13.5. SUBSCRIBER GENERAL TERMS. (a) Binding. The Subscription Agreement and this EULA shall inure to the benefit of, and be binding upon, LICENSOR and Subscriber, together with their respective legal representatives, successors, and assigns. (b) Governing Law; Arbitration. The Subscription Agreement and this EULA shall be governed by and construed in accordance with the laws of the United States and the State of Ohio. All disputes arising out of the Subscription Agreement or this EULA shall be resolved by binding arbitration in Ohio under the rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction. (c) Notices. Any notices given by either party will be in writing and will be given by personal delivery, email, national overnight courier service, or by U.S. mail, certified or registered, postage prepaid, return receipt requested, to the addresses stated in the Subscription Agreement. All notices will be deemed effective upon personal delivery, or five (5) days following deposit in the U.S. mail, or two (2) business days following deposit with any national overnight courier service. (d) Force Majeure. Neither party will be in default due to delays caused by events beyond its reasonable control; however, this does not excuse or delay Subscriber's obligation to pay any amounts due. (e) Duration. The Subscription Agreement and this Section 13 shall remain in full force and effect as long as Subscriber has at least one (1) paying subscribed account used in conjunction with NOLAPRO. (f) Costs and Attorney Fees. Should legal action be necessary to enforce, construe, cancel, terminate, rescind or recover for the breach of the Subscription Agreement or this EULA, the prevailing party shall be entitled to recover all costs of suit, including reasonable attorneys' fees. (g) Entire Agreement. The Subscription Agreement and this EULA constitute the entire agreement between LICENSOR and Subscriber regarding NOLAPRO and supersede all prior or contemporaneous proposals, discussions, representations, and agreements. (h) Amendments and Waivers. No amendment or modification of the Subscription Agreement is effective unless in writing and signed by both parties. No waiver of any breach or right shall be deemed a waiver of any other or future breach or right. (i) Independent Contractors; Future Partnerships. The parties are independent contractors. Nothing in the Subscription Agreement or this EULA creates any partnership, joint venture, agency, or fiduciary relationship between them, and neither party has authority to bind the other. Notwithstanding the foregoing, the parties may agree in writing to jointly market specific NOLAPRO modules or versions, and LICENSOR may resell or license Client-Funded Modules. Any commission, revenue share, or referral compensation related to such modules must be set forth in a separate written addendum signed by both parties. (j) Confidentiality. Each party agrees to keep confidential all non-public technical, business, and commercial information received from the other party in connection with the Subscription Agreement, including NOLAPRO details, pricing, specifications, and development plans ("Confidential Information"). The receiving party shall use Confidential Information only for purposes of the Subscription Agreement and shall not disclose it to any third party except to employees or contractors with a need to know and who are bound by confidentiality obligations. These obligations survive termination for five (5) years. Confidential Information does not include information that is publicly available without breach, independently developed, or lawfully received from a third party. 13.6. SUBSCRIBER LICENSE SURVIVAL AND USE RIGHTS. (a) License Grant. Upon Subscriber's continued payments for all applicable license fees, LICENSOR grants Subscriber a non-exclusive, non-transferable, non-sublicensable license to use NOLAPRO solely for Subscriber's internal business operations. Such license remains in effect so long as Subscriber remains a paying subscriber in good standing. (b) Bankruptcy and Insolvency Survival. This license is fully paid-up and shall not terminate solely due to LICENSOR's insolvency, bankruptcy filing, assignment for the benefit of creditors, or cessation of business operations. In the unlikely event that LICENSOR ceases operations without ownership transfer, Subscriber will receive a perpetual internal-use license to the last version (previously made available to Subscriber in the ordinary course of its subscription) without future cost. The parties intend the Subscription Agreement and this EULA to constitute a license of intellectual property for purposes of 11 U.S.C. §365(n), and Subscriber retains all rights granted under them under that statute or any successor provision. (c) Use Restrictions. Subscriber may not assign, transfer, sublicense, distribute, sell, or otherwise provide NOLAPRO to any third party; provided, however, that Subscriber's authorized use shall include use by all subsidiaries and affiliated companies under common ownership or control of Subscriber's principal owner(s), solely for such entities' internal business operations, within the company count stated in the Subscription Agreement, and subject to all other restrictions in this EULA. Subscriber shall remain responsible for all such entities' compliance with this EULA. (d) Support and Services Not Guaranteed. Subscriber acknowledges that support, maintenance, updates, hosting, and related services are separate from the license grant and may cease if LICENSOR becomes insolvent or ceases operations. Survival of the license does not create any obligation for continued services. (e) Successor Ownership. LICENSOR may assign or transfer ownership of NOLAPRO and related intellectual property, including through bankruptcy or asset sale, provided that any successor honors Subscriber's license rights stated herein, including continued use of NOLAPRO at the same pricing and license scope for the remainder of the current rate-lock term stated in the Subscription Agreement. If a successor owner raises rates beyond those permitted under the Subscription Agreement without agreement from Subscriber, then Subscriber has the right to terminate and retain a perpetual internal-use license to the last version received during its subscription, at no additional cost. (f) License Scope Use Limitation – No Transfer or Resale. In the event LICENSOR ceases operations or rejects the Subscription Agreement in bankruptcy or other insolvency, Subscriber's continuing rights are limited to internal use of NOLAPRO as delivered. Subscriber shall not sell, distribute, sublicense, assign, or commercially transfer NOLAPRO or any derivative works to any third party. (g) Source Code Procurement. No source code is included under the Subscription Agreement or this EULA. Any future discussion regarding source code would require a separate, mutually agreed written agreement. In addition to the terms set forth in Section 13.6(b), in the event LICENSOR ceases operations without ownership transfer, the parties agree to negotiate in good faith a source code license for Subscriber's internal use only, subject to a separate written agreement at that time. 13.7. SUBSCRIBER INTELLECTUAL PROPERTY PROTECTION. Subscriber acknowledges that NOLAPRO, including its design, structure, workflows, logic, user interface, and underlying methods, constitutes valuable proprietary intellectual property of LICENSOR. Except as expressly permitted under the Subscription Agreement or this EULA, Subscriber shall not, and shall not permit any third party to, copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying logic of NOLAPRO. Subscriber shall not use NOLAPRO, its functionality, or its outputs to develop or assist in developing a competing product or service. Subscriber shall not remove or alter any proprietary notices, labels, or markings contained in NOLAPRO. All rights not expressly granted to Subscriber are reserved by LICENSOR. Noguska Inc. 11811 Shaker Blvd, Ste 204 Cleveland, OH 44120 All Rights Reserved