End User License Agreement (EULA)

IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY

This End User License Agreement (“Agreement” or “EULA”) is a legal agreement between you (“Customer,” “you,” or “your”) and Aptora Corporation (“Aptora,” “we,” “our,” or “us”).

This Agreement governs your installation, access, licensing, and use of Aptora software products, including Total Office Manager®, Aptora 360®, mobile applications, hosted services, updates, documentation, and related software or services (collectively, the “Software”).

By installing, accessing, downloading, activating, or using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

If you do not agree to these terms, do not install, access, or use the Software.

If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that organization to this Agreement.

1. License Grant

Subject to this Agreement and payment of all applicable license and subscription fees, Aptora grants you a limited, non-exclusive, non-transferable, revocable license to install and use the Software solely for your internal business operations.

This Agreement grants you a license to use the Software. It does not transfer ownership of the Software or any intellectual property rights.

Your use of the Software is subject to the license purchased, including any applicable limitations on users, locations, hosted services, subscriptions, or other licensing terms.

2. Ownership

The Software is licensed, not sold.

Aptora Corporation and its licensors retain all right, title, and interest in and to the Software, including:

• Software programs
• Source code
• Object code
• Databases
• Documentation
• User interfaces
• Images
• Reports
• Templates
• Updates
• Enhancements
• Trademarks
• Copyrights
• Patents
• Trade secrets
• Other intellectual property rights

No ownership rights are transferred to the Customer under this Agreement.

3. License Restrictions

Except as expressly permitted by this Agreement or by applicable law, you may not:

• Copy the Software except for authorized backup purposes.
• Reverse engineer, decompile, or disassemble the Software.
• Modify or create derivative works of the Software.
• Remove copyright, trademark, or proprietary notices.
• Rent, lease, sublicense, or assign the Software.
• Sell, resell, or distribute the Software to third parties.
• Use the Software to provide hosted software, service bureau, or commercial outsourcing services without Aptora’s written permission.
• Circumvent license controls or security features.
• Use the Software in violation of applicable law.

4. Intellectual Property

The Software, documentation, website content, product names, logos, graphics, databases, and all related materials are protected by United States and international copyright, trademark, patent, and other intellectual property laws.

Except for the limited license granted in this Agreement, nothing grants you any ownership interest in Aptora’s intellectual property.

All rights not expressly granted are reserved by Aptora Corporation.

5. Copyrights and Trademarks

“Aptora,” “Aptora 360,” “Total Office Manager,” and related logos are trademarks or registered trademarks of Aptora Corporation.

All other trademarks referenced by the Software remain the property of their respective owners.

You may not use Aptora’s trademarks, logos, marketing materials, or copyrighted content without Aptora’s prior written permission, except as reasonably necessary to identify Aptora products in the ordinary course of business.

6. Software Updates

Aptora may provide updates, patches, bug fixes, enhancements, or new features from time to time.

Unless otherwise provided by a written support or hosting agreement, Aptora is not obligated to develop or provide future updates.

Customers using self-hosted software are responsible for installing updates unless Aptora has agreed in writing to perform update services.

Failure to install security updates may increase cybersecurity risks and may limit Aptora’s ability to provide technical support.

7. Open Source Components

Certain components of the Software may include third-party or open-source software licensed under separate license terms.

Nothing in this Agreement limits any rights granted under those applicable licenses.

8. Reservation of Rights

All rights not expressly granted under this Agreement are reserved by Aptora Corporation.

9. License Types

The Software may be licensed under one or more licensing models, including perpetual licenses, subscription licenses, hosted services, concurrent user licenses, or other licensing models offered by Aptora.

Your invoice, order form, subscription agreement, or other written documentation identifies the license type you have purchased.

You may only use the Software within the limits of your purchased license.

10. Concurrent User Licensing

If you purchase a Concurrent User License, the number of users who may access the Software at the same time is limited to the number of licenses purchased.

For purposes of this Agreement:

• A concurrent user is a single active connection to the Software.
• One individual connected from multiple devices may count as multiple concurrent users.
• Additional concurrent users require the purchase of additional licenses.

Aptora may use technical measures to enforce licensing limits.

11. Location Licensing

Certain licenses are limited to a specific business location.

Unless otherwise stated in writing, a “location” means a single business address or a group of physically connected buildings operating as one facility.

Additional business locations require additional licenses unless otherwise authorized by Aptora.

12. License Transfers

Licenses may not be sold, assigned, transferred, leased, rented, or sublicensed without Aptora’s prior written consent.

If ownership of your business changes through a sale, merger, or acquisition, Aptora may permit the license to transfer to the new owner provided:

• The original license was lawfully obtained.
• All license fees and support fees are current.
• The new owner agrees to this Agreement.
• Any required transfer fees or training requirements are satisfied.

No other transfer rights are granted.

13. Customer Responsibilities

You are responsible for:

• Selecting the Software appropriate for your business.
• Properly installing and configuring the Software unless installation services are provided by Aptora.
• Maintaining qualified personnel to administer your systems.
• Protecting usernames, passwords, and administrative credentials.
• Maintaining accurate business records.
• Complying with all applicable laws regarding your use of the Software.
• Maintaining appropriate backups of business-critical information.

You are responsible for the actions of anyone using the Software under your license.

14. Customer Cybersecurity Responsibilities

Protecting your information is a shared responsibility.

Customers are responsible for maintaining a secure computing environment, including:

• Keeping operating systems and supporting software current.
• Installing security updates in a timely manner.
• Using supported versions of the Software.
• Maintaining antivirus and endpoint protection software.
• Using firewalls and other appropriate network security controls.
• Using strong passwords.
• Enabling multi-factor authentication where available.
• Limiting administrative privileges.
• Promptly removing access for former employees.
• Monitoring user accounts for unauthorized activity.
• Maintaining reliable backups.
• Promptly reporting suspected security incidents affecting the Software.

Aptora is not responsible for security incidents caused by weaknesses in the Customer’s own systems, networks, credentials, internet service, or security practices.

15. Supported Environment

The Software is designed to operate within the system requirements published by Aptora.

Operation outside the recommended hardware, operating system, database, or network requirements may result in reduced performance, incompatibility, or loss of functionality.

Support for unsupported environments may be limited or unavailable.

16. SQL Server and System Administration

Certain versions of the Software require Microsoft SQL Server or other supported database platforms.

Customers are responsible for maintaining qualified personnel or service providers capable of administering:

• Database servers
• Operating systems
• Network infrastructure
• Backup systems
• Security settings
• Performance monitoring

Aptora provides support for its Software but does not provide general administration of customer-owned servers, operating systems, or network infrastructure unless separately agreed in writing.

17. Internet Requirements

Certain Software features require an active Internet connection, including:

• License validation
• Software activation
• Product updates
• Payroll tax updates
• GPS mapping
• Hosted services
• Remote support
• Online training
• Cloud-based functionality

If required Internet connectivity is unavailable, some features may be limited or unavailable.

18. Technical Support

Technical support is available only under the support plan or service agreement purchased by the Customer.

Support may include:

• Installation assistance
• Troubleshooting
• Product guidance
• Software updates
• Bug fixes

Support does not include:

• General bookkeeping or accounting advice.
• Legal or tax advice.
• Administration of customer-owned servers or networks.
• Support for third-party software outside Aptora’s control.
• Custom programming unless separately contracted.

Aptora may establish reasonable support hours, service procedures, and response priorities.

19. Software Updates and Support Plans

Support plans help fund ongoing improvements, software updates, bug fixes, payroll tax updates, security enhancements, and compatibility with changing operating systems and third-party technologies.

Customers without an active support plan may continue using their licensed Software; however, they may not receive:

• Software updates.
• Security patches.
• Payroll tax table updates.
• New features.
• Compatibility updates.
• Technical support.

Certain online or subscription-based features may require an active support or subscription agreement.

20. Sales Tax

Customers are responsible for any sales, use, value-added, or similar taxes that apply to their purchase or use of the Software, except taxes based solely on Aptora’s income.

If applicable law requires taxes that were not collected at the time of purchase, the Customer remains responsible for payment.

21. Hosted Services

This section applies only if you purchase or access the Software through a hosted environment provided or arranged by Aptora, including cloud-hosted servers, virtual machines, remote desktop environments, or similar services.

Hosted services provide remote access to the Software using third-party infrastructure, internet connectivity, and cloud technologies.

While Aptora works to provide reliable hosted services, uninterrupted availability cannot be guaranteed.

22. Customer Data

As between Aptora and the Customer, all Customer Data remains the property of the Customer.

“Customer Data” includes any information the Customer enters, uploads, stores, processes, or maintains using the Software, including but not limited to:

• Customer records
• Employee information
• Payroll records
• Accounting records
• Vendor information
• Inventory
• Images
• Documents
• Attachments
• Reports
• Financial information
• Tax information
• Other business records

Aptora does not acquire ownership of Customer Data.

Aptora processes Customer Data only as necessary to provide the Software, hosted services, technical support, backups, security, and other requested services.

The collection and use of personal information is governed by Aptora’s Privacy Policy and, where applicable, the Data Processing Addendum.

23. Customer Responsibilities for Data

The Customer is solely responsible for:

• The accuracy of Customer Data.
• The legality of Customer Data.
• Determining what information is stored within the Software.
• Obtaining any required permissions or consents.
• Complying with applicable privacy and data protection laws.
• Determining whether the Software is appropriate for the information the Customer chooses to store.

Aptora does not review or classify Customer Data and cannot determine whether particular information is subject to legal, regulatory, contractual, or industry-specific requirements.

24. Hosted Security

Aptora maintains administrative, technical, and physical safeguards designed to help protect Customer Data and the hosted environment.

These safeguards may include:

• Access controls
• Authentication measures
• Security monitoring
• Backup procedures
• Encryption where appropriate
• Security updates
• Vulnerability management
• Incident response procedures

Additional information regarding Aptora’s security program is available in our Information Security Policy and Data Security & Incident Response Commitment.

Because cybersecurity threats continually evolve, no software provider, cloud provider, or security technology can guarantee complete protection from unauthorized access, ransomware, malware, data loss, or other security incidents.

25. Backups and Disaster Recovery

Aptora may maintain backups of hosted Customer Data to support disaster recovery and restoration of services.

Backups are intended to assist in recovering from operational failures and are not a substitute for the Customer’s own recordkeeping or retention obligations.

While Aptora makes commercially reasonable efforts to maintain recoverable backups, restoration of every file, transaction, or record cannot be guaranteed.

Customers should maintain their own backups of business-critical information whenever appropriate.

26. Security Incidents

If Aptora becomes aware of a suspected or confirmed Security Incident affecting the hosted environment, Aptora will use commercially reasonable efforts to:

• Investigate the incident.
• Contain unauthorized activity.
• Restore affected services where practical.
• Preserve appropriate evidence.
• Coordinate with hosting providers and other service providers.
• Engage legal counsel, forensic specialists, cybersecurity consultants, insurance representatives, or law enforcement when appropriate.
• Notify affected Customers when required by law or contract.

Aptora may provide updated information as additional facts become available.

27. Customer Cooperation

Customers agree to cooperate with Aptora during service interruptions or security incidents.

This includes:

• Maintaining current administrative and emergency contacts.
• Promptly reporting suspected unauthorized access.
• Reporting compromised usernames or passwords.
• Preserving relevant information when requested.
• Reviewing information provided by Aptora.
• Cooperating with reasonable recovery efforts.

Prompt communication may reduce the impact of security incidents and improve restoration efforts.

28. Customer Notification Responsibilities

If Customer Data includes information about the Customer’s own customers, employees, vendors, contractors, or other third parties, the Customer is responsible for determining whether any security incident creates legal or contractual notification obligations.

Unless required by applicable law, Aptora is not responsible for preparing or delivering notices to the Customer’s customers, employees, regulators, insurance carriers, business partners, or other third parties regarding Customer Data.

Aptora will provide information reasonably necessary for the Customer to evaluate its notification obligations.

29. Third-Party Service Providers

Hosted services may rely upon third-party providers, including providers of:

• Cloud infrastructure
• Data centers
• Internet connectivity
• Remote access technology
• Email services
• Backup services
• Payment processing
• Security monitoring

While Aptora carefully selects its service providers, Aptora is not responsible for failures, outages, interruptions, or security incidents caused by third-party providers beyond Aptora’s reasonable control.

30. No Obligation to Pay Ransom

Aptora has no obligation to negotiate with, communicate with, or make payments to ransomware groups, hackers, extortionists, or other unauthorized parties.

Aptora may determine, in its sole discretion, the appropriate response to any cybersecurity incident, including involving law enforcement, legal counsel, insurance carriers, forensic consultants, cloud providers, or other appropriate professionals.

31. Technical Support

Technical support is provided according to the support plan or service agreement purchased by the Customer.

Support is intended to assist Customers in using the Software and may include troubleshooting, software updates, bug fixes, and product guidance.

Support does not include:

• General accounting or bookkeeping services.
• Legal, tax, or compliance advice.
• Administration of customer-owned servers or networks.
• Support for third-party software or hardware not supplied by Aptora.
• Custom programming or consulting services unless separately contracted.

Aptora may modify support methods, hours of operation, and support procedures from time to time.

32. Returns and Refunds

Software licenses may be returned for a refund only in accordance with Aptora’s published Return and Refund Policy.

Unless otherwise stated in writing:

• Software licenses are not refundable after thirty (30) calendar days from the original invoice date.
• Professional services, training, programming, implementation, data conversion, and migration services are non-refundable once work has begun.
• Shipping, handling, and similar charges are non-refundable.
• Support plans are refundable only as provided in Aptora’s Support Plan Refund Policy.

Customers are encouraged to evaluate the Software using the demonstration company file during the applicable return period.

33. Disclaimer of Warranties

THE SOFTWARE, HOSTED SERVICES, DOCUMENTATION, AND RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

To the fullest extent permitted by law, Aptora disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted operation
• Error-free performance

Aptora does not warrant that the Software will meet every business requirement, operate without interruption, or be free from defects, cybersecurity threats, malware, ransomware, or unauthorized access.

Customers are responsible for determining whether the Software is suitable for their intended use.

34. Limitation of Liability

To the fullest extent permitted by law, Aptora shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to:

• Lost profits
• Lost revenue
• Lost business opportunities
• Business interruption
• Loss of goodwill
• Loss of data
• Cost of recreating records
• Loss resulting from unauthorized access or cybersecurity incidents

This limitation applies regardless of the legal theory asserted, including contract, negligence, tort, strict liability, or otherwise, even if Aptora has been advised of the possibility of such damages.

Except where prohibited by law, Aptora’s total liability arising out of this Agreement shall not exceed the amount actually paid by the Customer for the affected Software or hosted service during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits liability that cannot legally be limited.

35. Indemnification

The Customer agrees to defend, indemnify, and hold harmless Aptora Corporation, its officers, employees, affiliates, and agents from claims, damages, liabilities, losses, costs, and reasonable attorney fees arising from:

• The Customer’s misuse of the Software.
• The Customer’s violation of this Agreement.
• The Customer’s violation of applicable law.
• Information or Customer Data provided by the Customer.
• The Customer’s failure to comply with applicable privacy, security, or data protection obligations.

This section does not apply to claims resulting solely from Aptora’s gross negligence or willful misconduct.

36. Export Compliance

The Software is subject to United States export control laws and regulations.

Customer agrees not to export, re-export, transfer, or use the Software in violation of applicable export control or sanctions laws.

Customer represents that neither it nor its users are prohibited from receiving the Software under applicable United States law.

37. Telephone Recording and Electronic Communications

To improve customer service, quality assurance, training, documentation, and security, Aptora may monitor or record telephone calls, video meetings, remote support sessions, and other communications where permitted by applicable law.

By communicating with Aptora, you acknowledge and consent to such monitoring or recording where legally permitted.

You also agree that Aptora may communicate with you electronically regarding:

• Licensing
• Billing
• Product updates
• Security notices
• Technical support
• Service announcements
• Other matters relating to the Software

You may opt out of marketing communications, but you may continue to receive important administrative and security-related communications.

38. Respectful Communications

Aptora is committed to maintaining a professional and respectful working environment.

Customers are expected to communicate respectfully with Aptora employees and representatives.

Abusive, threatening, discriminatory, harassing, or repeatedly offensive conduct may result in the limitation or suspension of technical support or, in serious cases, termination of this Agreement.

39. Force Majeure

Neither Aptora nor the Customer shall be liable for delays or failures to perform resulting from events beyond their reasonable control, including:

• Natural disasters
• Fire
• Flood
• Severe weather
• War
• Terrorism
• Civil unrest
• Labor disputes
• Government actions
• Utility failures
• Internet or telecommunications outages
• Widespread cyberattacks
• Failures of third-party service providers
• Other events beyond a party’s reasonable control

Each party will use commercially reasonable efforts to resume performance as soon as practical.

40. Business Continuity

Aptora maintains reasonable business continuity and disaster recovery procedures for hosted services.

However, Customers remain responsible for maintaining their own business continuity plans, internal controls, legal record retention, and backups necessary to support their business operations.

The availability of Aptora’s backups or disaster recovery systems does not replace the Customer’s own responsibility to safeguard business-critical information.

41. Governing Law

This Agreement is governed by the laws of the State of Kansas, without regard to its conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

42. Venue

Any legal action arising from or relating to this Agreement or the Software shall be brought exclusively in the state or federal courts located in Johnson County, Kansas, unless otherwise required by applicable law.

Each party consents to the jurisdiction of those courts.

43. Compliance with Laws

Each party agrees to comply with all laws and regulations applicable to its use of the Software.

The Customer is responsible for complying with all laws relating to the collection, storage, processing, transmission, retention, and disclosure of information maintained within the Software, including privacy, employment, tax, financial, and industry-specific requirements applicable to its business.

44. Assignment

The Customer may not assign, transfer, sublicense, or otherwise transfer this Agreement or any rights granted under it without Aptora’s prior written consent.

Aptora may assign this Agreement in connection with a merger, acquisition, sale of assets, corporate reorganization, or transfer of substantially all of its business, provided the successor assumes Aptora’s obligations under this Agreement.

45. Entire Agreement

This Agreement constitutes the complete agreement between Aptora and the Customer regarding the Software and supersedes all prior discussions, proposals, representations, and agreements relating to the Software.

This Agreement incorporates by reference the following documents, where applicable:

• Privacy Policy
• Data Processing Addendum
• Information Security Policy
• Data Security & Incident Response Commitment
• Responsible Disclosure Policy
• Cookie Policy
• Support Plan Terms
• Hosted Services Agreement
• Any Order Form, Quote, Subscription Agreement, or License Certificate issued by Aptora

If a separately executed written agreement conflicts with this Agreement, the written agreement controls to the extent of the conflict.

46. Changes to this Agreement

Aptora may update this Agreement from time to time to reflect changes in law, technology, security practices, or business operations.

Updated versions will be made available through Aptora’s website or customer portal.

Changes apply prospectively and do not affect licenses previously granted unless required by law or accepted by the Customer through continued use of subscription-based or hosted Services.

47. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Any invalid provision shall be interpreted as closely as possible to reflect its original intent while remaining enforceable.

48. No Waiver

A failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

Any waiver must be in writing and signed by the party granting the waiver.

49. Independent Contractors

The relationship between Aptora and the Customer is solely that of independent contracting parties.

Nothing in this Agreement creates a partnership, joint venture, agency, employment relationship, fiduciary relationship, or franchise between the parties.

50. Survival

The following provisions survive termination or expiration of this Agreement:

• Ownership and Intellectual Property
• License Restrictions
• Customer Data
• Confidentiality obligations
• Disclaimer of Warranties
• Limitation of Liability
• Indemnification
• Governing Law and Venue
• Payment obligations incurred before termination
• Any provision that by its nature is intended to survive termination

51. Contact Information

Questions regarding this Agreement may be directed to:

Aptora Corporation
8877 Bourgade Avenue
Lenexa, Kansas 66219
United States

Phone: (913) 492-9930

Email: helpdesk@aptora.com

Website: www.aptora.com

Acceptance

BY INSTALLING, ACTIVATING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY ITS TERMS.

If you do not agree to this Agreement, do not install, activate, access, or use the Software.