CLIENTVERSE END USER License Agreement

Published: November 1, 2025

This End User License Agreement (“EULA”) applies to ClientVerse Software products that Customer has purchased from Mount Insights LLC (“Reseller”) and is entered into by and between ClientVerse, Inc. (“ClientVerse”), a Delaware corporation located at 310 N Indian Hill Blvd #516, Claremont CA 91711, and Customer as of the Effective Date. All capitalized terms in this EULA are defined below

By purchasing ClientVerse Software from an authorized Reseller and installing or using such Software, Customer agrees to be bound by the terms of this EULA. IF CUSTOMER DOES NOT AGREE WITH THE TERMS OF THIS EULA, OR IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO ACCEPT THIS EULA ON BEHALF OF YOUR COMPANY OR FIRM, DO NOT INSTALL OR USE THE CLIENTVERSE SOFTWARE.

1. DEFINITIONS

1.1 “Affiliate” means, with respect to Customer, (a) an entity that owns more than fifty percent (50%) of the outstanding voting securities of Customer, or (b) an entity that is controlled by Customer, in each case where the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, contract interest or otherwise.

1.2 “Applicable Laws” means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any governmental authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.

1.3 "Authorized Users" means any individual or entity that is authorized by Customer to have access or use of the Software solely on behalf of and for Customer’s use in accordance with this EULA.

1.4 “Customer” means the company or firm which has purchased licenses for ClientVerse Software from Reseller for its own use and not for transfer, assignment or resale.

1.5 “Customer Data” means all information and data that Customer and its Authorized Users transmit to the Software for processing.

1.6 “Documentation” means ClientVerse’s user manuals, guides, instructions and other documents relating to the Software, as generally made available to Reseller and Customers, and other materials that ClientVerse specifically provides to Reseller and Customers.

1.7 “Effective Date” means the date on which Customer accepts the terms and conditions of this EULA by installing or using the Software, whichever of the foregoing occurs first.

1.8 “Error” means any error, defect or omission that (a) is discovered in the Software, (b) is reproducible, and (c) prevents its operation substantially in accordance with the Documentation.

1.9 “Intellectual Property” means, with respect to the Software, worldwide (a) copyrights and other rights associated with works of authorship; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; and (e) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force.

1.10 “License” means the license granted by ClientVerse to Customer for purposes of using the Software and obtaining the Documentation, as further described in Section 3 below.

1.11 “License Fees” means the fees Customer has paid or is obligated to pay to Reseller for the applicable Software License(s).

1.12 “Maintenance Release” means any Software error correction, bug or defect fix, enhancement, modification, patch, alteration, improvement, correction, addition, or revision to improve the performance or correct any error or defect. For clarity, Maintenance Releases are separate and distinct from any Upgrade that ClientVerse may choose to release during the Term.

1.13 “Maintenance Services” means the Software maintenance services and technical support provided by ClientVerse pursuant to Section 6 below.

1.14 “Maintenance Term” means the period of time for which Customer is entitled to receive Maintenance Services, as set forth in Section 6 below.

1.15 “Paid-Up License” means a License which has a term beginning on the date specified in the Reseller agreement with Customer and continuing perpetually. Maintenance Services for Paid-Up Licenses are limited in duration as set forth in Section 8 below.

1.16 “Representatives” means a party’s officers, directors, managers, members, employees, consultants, agents, contractors, service providers, and advisors.

1.17 “Reseller” means the ClientVerse authorized provider or consultant that sells and supports ClientVerse Software pursuant to an agreement with Customer.

1.18 “Software” means all software and code developed by ClientVerse, including without limitation the object code versions of the following: (a) ClientVerse CRM, (b) ClientVerse Lakehouse, (c) ClientVerse Database, and (d) Maintenance Releases.

1.19 “Subscription License” means a License of limited duration (e.g., monthly or annual). Maintenance Services are included with Subscription Licenses as set forth in Section 8 below.

1.20 “Upgrade” means a material amendment of the Software, including new features and major improvements. An Upgrade may be licensed separately from the previous version or made available for an additional fee, as determined by ClientVerse at its sole discretion.

2. GENERAL

2.1 Acceptance. By installing or using ClientVerse Software, Customer is thereby accepting this EULA and agrees to become bound by its terms. This EULA shall apply only to Software supplied by ClientVerse regardless of whether other software is described in Reseller’s agreement with Customer.

2.2 Reseller Restriction. Reseller is not authorized to bind ClientVerse to any terms or conditions other than those expressly set forth in this EULA. Any term, representation, warranty or other statement communicated to Customer by Reseller as part of the procurement or contracting process that is not expressly set forth in this EULA shall not be binding upon ClientVerse.

3. LICENSE GRANT

Subject to payment of applicable License Fees and compliance with this EULA, ClientVerse hereby grants to Customer a non-transferable, revocable, non-exclusive, non-sublicensable, license to use, install, use and operate the Software, as applicable, solely for Customer’s internal business purposes. The foregoing grant is limited to Customer and does not extend to or include Affiliates unless expressly included in Reseller’s agreement with Customer.

4. LICENSE RIGHTS

4.1 General. Customer may install and operate the Software in accordance with terms, conditions, usage limitations and restrictions set forth in its agreement with Reseller and this EULA, as applicable.

4.2 Transfers. The License does not include the right to sublicense or transfer the Customer’s user rights in the Software or the Documentation to any third party by means of sale, lease, loan, rent, license or otherwise, except as explicitly stipulated in this EULA.

4.3 Reservation of Rights. Except for the License granted in Section 3 of this EULA, all right, title and interest (including all Intellectual Property rights) in and to the Software shall remain exclusively in and with ClientVerse, which reserves all rights not expressly granted to Customer. Nothing in this EULA shall limit in any way ClientVerse’s right to develop, use, license, create derivative works of, or otherwise exploit the Software, or to permit third parties to do so.

4.4 Trademarks. Customer shall not remove, alter or obscure, any ClientVerse copyright, trademark and other proprietary notices in and on any copies of the Software and Documentation.

5. USAGE TERMS

5.1 Copies. Customer may not make copies of the Software, except that Customer is allowed to make a single copy of the Software solely for backup purposes.

5.2 Restrictions. Customer will not use the Software or Documentation except as expressly permitted in this EULA. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise reduce the Software to any human perceivable form, or (b) extract or attempt to extract any source code, algorithms, methods, ideas, techniques, workflows or hierarchies from or embodied in the Software or any portion thereof. Customer may not modify, adapt, translate, or create derivative works based upon, distribute, display or publish (publicly or otherwise), relicense or sublicense the Software, Documentation or any part thereof or use the Software or Documentation for third-party training, commercial time-sharing or service bureau use.

5.3 Instructions. Customer agrees to follow the operating procedures provided or published by ClientVerse and/or Reseller, as the case may be, including, but not limited to, processes and procedures for routine maintenance of the Software.

5.4 Protections. Customer shall implement, and is solely responsible for implementing, procedures for the protection of Customer Data and other information in the event of errors or malfunctions of the hardware or networks on which the Software is used.

5.5 Third-Party Access. Customer shall maintain controls limiting Software access to Authorized Users only. Any third-party consultant, contractor, or service provider accessing systems containing the Software must: (a) execute a confidentiality and non-use agreement consistent with the terms and conditions of this EULA; (b) be limited to minimum necessary access scope and duration; and (c) be supervised by Customer's Authorized Users. Customer is responsible for any third-party access to or use of the Software that infringes on ClientVerse’s Intellectual Property rights.

6. MAINTENANCE SERVICES & ERROR CORRECTION

6.1 Maintenance Term. ClientVerse does not represent or warrant that the Software will operate without fault or error-free. If Customer has purchased a Subscription License, ClientVerse will provide Maintenance Services at no extra charge for the term of the Software license. If Customer has purchased a Paid-Up License, ClientVerse will provide Maintenance Services for one (1) year from the date of Software delivery or acceptance. Thereafter, extended Maintenance Services may be purchased from Reseller.

6.2 Maintenance Services. During the applicable Maintenance Term, Maintenance Services shall include: (a) Software installation assistance, (b) Maintenance Releases; (c) technical support as described below; and (d) any additional support terms as set forth in Customer’s agreement with Reseller.

(a) Maintenance Releases. ClientVerse will in its discretion provide periodic Maintenance Releases at no cost to Customer, provided however that Customer shall install and configure such releases at its own cost and expense. To ensure continuous Software functionality and security, Customer shall promptly install all Maintenance Releases as they become available or are provided by ClientVerse. ClientVerse is not responsible for degraded Software performance caused by failure to install Maintenance Releases.

(b) Technical Support. ClientVerse provides technical support via telephone, email and any other means ClientVerse, in its discretion, makes generally available to its Resellers and their Customers.

6.3 Error Correction. If at any time during a Maintenance Term, the Software contains Errors which make it unable to perform substantially as described in the Documentation, Customer will promptly provide details regarding the Error and ClientVerse shall: (a) use reasonable efforts to correct such Error within fifteen (15) days of notification, or (b) provide within fifteen (15) days a plan reasonably acceptable to Customer for correcting such Error. If the Error is not corrected or if a reasonable plan for correcting such Error is not established within 15 days, ClientVerse shall replace the defective Software or, if not practicable, refund the License fee paid for the non-conforming Software. THIS SUBSECTION 6.3 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY ERROR OR FAILURE OF THE SOFTWARE TO FUNCTION IN CONFORMANCE WITH THE DOCUMENTATION.

6.4 Upgrades. Maintenance Services do not include Upgrades and exclude any release, option, module, package, or future product, which ClientVerse, in its sole discretion, licenses separately or offers for an additional or separate fee. An Upgrade may be indicated by ClientVerse’s designation of a new version, release number, or product name.

6.5 Suspension. ClientVerse may in its discretion suspend Maintenance Services upon giving notice for non-payment of Software License Fees.

7. NON-INFRINGEMENT WARRANTY

7.1 Indemnity. ClientVerse warrants that Customer’s use of the Software in accordance with this EULA and Applicable Laws will not infringe any Intellectual Property right of any third party. Subject to the terms and conditions of this Section 7 and Section 8 below, ClientVerse shall defend, indemnify and hold harmless Customer from and against all claims, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of any claim by a third party (“Third Party Claim”) asserting that the Software or Customer’s use thereof, infringes upon any third party’s patent, copyright or trademark, provided that: (a) Customer promptly notifies ClientVerse in writing no later than thirty (30) days after Customer’s notice of any potential claim, (b) Customer permits ClientVerse to defend, compromise or settle the claim in its discretion, and provided further that no settlement intended to bind Customer shall be made without Customer’s written authorization, and (c) Customer provides ClientVerse all available information, reasonable assistance, and authority to enable ClientVerse to do so.

7.2 Alternative Remedy. If a Third Party Claim may be or has been asserted, Customer will permit ClientVerse, at ClientVerse’s sole option and expense, to (a) procure the right to continue using the Software, (b) replace or modify the Software to eliminate the infringement while providing functionally equivalent performance, or (c) accept the return of the Software and pro rata refund to Customer the amount actually paid to ClientVerse for such Software.

7.3 Limitation. ClientVerse shall have no indemnity obligation hereunder if the Third Party Claim is caused by: (a) a correction, alteration or modification of the Software not provided by ClientVerse or Reseller, (b) the failure to promptly install a Maintenance Release, (c) the combination of the Software with infringing third party software, or (d) continuing the allegedly infringing activity after receiving written notice of an infringement claim from ClientVerse and request to cease use of the Software pending resolution or replacement.

7.4 Exclusive Remedy. THIS SECTION CONSTITUTES CUSTOMER’S SOLE REMEDIES AND CLIENTVERSE’S SOLE OBLIGATIONS AND LIABILITIES FOR ANY CLAIMS OR ALLEGATIONS, WHETHER ACTUAL OR THREATENED, THAT THE SOFTWARE INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8. LIMITATIONS

8.1 Damages. Regardless of the legal theory on which a claim is based, ClientVerse shall have no liability to Customer for any special, incidental, consequential, indirect, exemplary, or punitive damages, including without limitation lost profits, lost savings, loss of goodwill, or loss or use of data. The foregoing exclusions shall apply even if ClientVerse has been advised of the possibility of such damages.

8.2 Disclaimer. Except for the warranties expressly provided in Section 7 (Non-Infringement), CLIENTVERSE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND ADEQUATE PERFORMANCE. CLIENTVERSE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. CLIENTVERSE DOES NOT WARRANT THAT ALL FAULTS CAN BE CORRECTED, OR THAT CUSTOMER’S USE OF THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE.

8.3 Liability. Except for its obligations under Section 7 (Non-Infringement) above, ClientVerse’s aggregate liability for any and all claims, damages, losses, expenses, costs, or liabilities arising from, related to, or associated with this EULA shall not exceed the total dollar amount of Software License Fees Customer has paid during the twelve (12) month period preceding the date on which such claim(s) arose.

9. TERM AND TERMINATION

9.1 Term. The Term of this EULA shall commence on the Effective Date and terminate upon expiration or termination of Customer’s agreement with Reseller as it pertains to the Software.

9.2 Termination for Cause. If either party is in material breach of any of the provisions of this EULA and the breach continues for a period of fifteen (15) days after the non-breaching party provides written notice, then the non-breaching party may immediately terminate this Agreement.

9.3 Effect of Termination. If this EULA expires or is terminated for any reason whatsoever, the Licenses granted herein shall simultaneously terminate and Customer shall: (a) immediately cease using the Software and the Documentation; and (b) certify to Reseller within thirty (30) days after the effective date of termination that Customer has permanently deleted, destroyed, or, at ClientVerse’s option, has returned to Reseller, the Software and Documentation and all copies thereof.

9.4 Survival. The following sections shall survive any termination of this EULA: 1, 4.3, 5.2, 5.5, and 7 through 12 consecutively.

10. CONFIDENTIALITY

10.1 Confidential Information. In connection with this EULA, there may be a desire or need for Confidential Information (as defined below) to be disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”); provided, however, that neither party is under any obligation to disclose its Confidential Information. “Confidential Information” means any information or material of a Disclosing Party designated in writing as confidential or that the Receiving Party should reasonably believe to be confidential based on its content and/or context unless such information or material is: (a) at the time of its disclosure, previously known by or in the possession of the Receiving Party; (b) in the public domain or becomes generally known or published through no fault of the Receiving Party; (c) lawfully disclosed to the Receiving Party by a third party free to disclose such information; (d) independently developed or owned by the Receiving Party without use or reference to the Confidential Information at issue; or (e) required to be disclosed pursuant to Applicable Laws. The Software and all Customer Data shall be considered Confidential Information and held in accordance with this Section 10.

10.2 Use and Disclosure. A Receiving Party shall not use the Disclosing Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under this EULA, and shall not disclose Confidential Information to any other party other than to its Representatives who are bound by a duty of confidentiality that is no less protective than the terms of this Section 10. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information to the extent required by Applicable Laws. The Receiving Party shall take reasonable precautions to protect the Disclosing Party’s Confidential Information from unauthorized uses or disclosure, but in no event shall such precautions be less protective than those used by the Receiving Party to protect its own information of similar import.

10.3 Equitable Relief. The Parties agree that money damages will not be an adequate remedy for any breach of this Section 10, and that a Disclosing Party shall be entitled to seek equitable relief, including an injunction and specific performance, without necessity of posting bond or other security, in the event of any breach or threatened breach of this Section 10, in addition to any other remedies available to the Disclosing Party, whether at law or in equity.

11. CUSTOMER DATA

11.1 Customer Data. Customer owns and shall retain all right, title, and interest in and to Customer Data. All Customer Data is Confidential Information under Section 10 above, and may also be subject to other restrictions set forth in a separate confidentiality agreement between ClientVerse and Customer.

11.2 Data Processing. Because the Software is fully encapsulated and hosted by the Customer, ClientVerse does not have access to Customer Data. If required by the agreement between Reseller and Customer, or if requested by Reseller or Customer for purposes of support, ClientVerse may be given access to some Customer Data. In this event, ClientVerse shall only access, process, use, or store Customer Data to the strictly limited extent necessary to perform the services or provide support. Customer Data shall not be processed, stored, or used by ClientVerse for any purpose other than to provide such services or support. ClientVerse shall limit access to Customer Data to only those employees who have a need to access it for purposes of complying with ClientVerse’s obligations to Reseller or Customer. Within ninety (90) days of performing services or providing the support requiring any processing or storage of Customer Data, ClientVerse shall permanently delete and destroy all such data.

11.3 Data Protection and Privacy. Each party shall comply with its respective obligations under all applicable data protection and privacy laws.

12. MISCELLANEOUS

12.1 Law. This EULA shall be governed by and construed in accordance with the laws of the State of Delaware USA without reference to its conflict of laws principles. All disputes arising under, out of, or in any way connected with this EULA shall be litigated exclusively in any court of competent jurisdiction located in the State of Delaware USA, and in no other court or jurisdiction.

12.2 Entire Agreement. This EULA constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to its subject matter and supersedes all prior discussions, agreements, representations, and understandings, whether written or oral.

12.3 Severability. If any section or provision of this EULA is declared and determined by a court of competent jurisdiction to be illegal or invalid, such declaration and determination shall not affect the validity of the remaining sections or provisions of this EULA.

12.4 Mutual Representations. Each party represents and warrants to the other party that it: (a) is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization, (b) has the full right, power and authority to enter into and perform its obligations under this EULA, and (c) will comply with Applicable Laws in connection with its performance of this EULA.

12.5 Waiver. No section or provision of this EULA shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

12.6 Drafting. No provision of this EULA shall be construed against any party merely because that party drafted the provision in question. This EULA shall be deemed to be jointly drafted and prepared by the parties; therefore any ambiguity or uncertainty shall be interpreted accordingly.

12.7 Assignment. This Agreement is not assignable by either party without the consent of the other, which shall not be unreasonably delayed or withheld, except that either party may assign to an acquirer of all or substantially all of its business, whether by reason of merger, consolidation, sale of all or substantially all of its assets or securities or any similar transactions. This EULA shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12.8 Headings. The section headings contained in this EULA are for convenient reference only and shall not in any way affect the meaning or interpretation of the agreement.

12.9 Third Parties. This EULA is for the sole benefit of the parties and their affiliates, successors, and permitted assigns, and nothing herein shall be construed as conferring any third party rights.

12.10 Independent Parties. The relationship between the parties is that of independent contractors, and nothing in this Agreement shall be construed to constitute either party as an employee, partner, joint venture, or agent of the other

12.11 Force Majeure. Any delay in the performance of duties or obligations of either party will not be considered a breach if such delay is caused by a labor dispute, strike, shortage of materials, pandemic, fire, earthquake, flood, act of terrorism, war, revolution, act of God/Nature or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

End of EULA