Rheo CRM — User License Agreement

RHEO CRM — USER LICENSE AGREEMENT
Version 1.0 | Effective Date: April 7, 2026

This User License Agreement ("Agreement") is entered into between ProFusion Solar LLC, a New York limited liability company doing business as Rheo CRM ("Company", "we", "us", or "our"), and you ("Customer", "you", or "your").

By accessing or using the Rheo CRM platform ("Service"), you agree to be bound by the terms and conditions set forth in this Agreement.

SECTION 1 — LICENSE GRANT
1.1 Subject to the terms and conditions of this Agreement, Company hereby grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the term of your subscription. This license does not include any right to sublicense, modify, distribute, or create derivative works from the Service.
1.2 You acknowledge that the Service is provided on a software-as-a-service basis and that Company retains all right, title, and interest in and to the Service, including all intellectual property rights therein.
1.3 The license granted herein is conditioned upon your continued compliance with all terms of this Agreement and timely payment of all applicable fees.

SECTION 2 — ACCOUNT REGISTRATION AND SECURITY
2.1 To access the Service, you must create an account by providing accurate and complete registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
2.2 You agree to immediately notify Company of any unauthorized use of your account or any other breach of security. Company will not be liable for any loss or damage arising from your failure to comply with this section.
2.3 You shall not share your account credentials with any third party or allow any other person to access the Service using your credentials. Each user must have a unique account.
2.4 Company reserves the right to suspend or terminate any account that it reasonably believes has been compromised or is being used in violation of this Agreement.

SECTION 3 — FEES AND PAYMENT
3.1 You agree to pay all fees associated with your selected subscription plan as described on the Company's pricing page or as otherwise agreed in writing between the parties.
3.2 All fees are due in advance on a monthly or annual basis, depending on the billing cycle selected. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
3.3 Company reserves the right to modify its pricing at any time upon thirty (30) days' prior written notice. Continued use of the Service after such notice constitutes acceptance of the modified pricing.
3.4 All fees are non-refundable except as expressly set forth in this Agreement or as required by applicable law.

SECTION 4 — DATA OWNERSHIP AND PRIVACY
4.1 As between you and Company, you retain all right, title, and interest in and to the data you submit to or generate through the Service ("Customer Data"). You grant Company a limited license to use, process, and store Customer Data solely to provide the Service.
4.2 Company will maintain reasonable administrative, physical, and technical safeguards to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.
4.3 Company's collection and use of personal information is governed by the Company's Privacy Policy, which is incorporated into this Agreement by reference.
4.4 Upon termination of this Agreement, Company will, upon written request, make commercially reasonable efforts to provide you with your Customer Data in a commonly used format within thirty (30) days.

SECTION 5 — ACCEPTABLE USE
5.1 You agree not to use the Service to: (a) violate any applicable law, regulation, or third-party right; (b) transmit any malicious code, viruses, or other harmful material; (c) interfere with or disrupt the integrity or performance of the Service; (d) attempt to gain unauthorized access to the Service or its related systems; (e) engage in any activity that could damage, disable, or impair the Service.
5.2 You shall not use the Service to send unsolicited communications (spam), harvest personal information, or engage in any deceptive or fraudulent activity.
5.3 Company reserves the right to investigate any suspected violation of this section and to take appropriate action, including suspension or termination of your access.

SECTION 6 — INTELLECTUAL PROPERTY
6.1 The Service, including all software, algorithms, interfaces, documentation, and related materials, is the exclusive property of Company and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.
6.2 You may not copy, modify, reverse engineer, decompile, disassemble, or create derivative works from any portion of the Service without Company's prior written consent.
6.3 Any feedback, suggestions, or ideas you provide regarding the Service may be used by Company without any obligation to you, including without limitation, without compensation or attribution.

SECTION 7 — CONFIDENTIALITY
7.1 Each party agrees to hold in confidence all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").
7.2 Confidential Information shall not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without reference to the other party's Confidential Information; (d) is lawfully received from a third party without restriction.
7.3 The receiving party may disclose Confidential Information if required by law, provided it gives the disclosing party prompt notice and cooperates in seeking a protective order.

SECTION 8 — THIRD-PARTY INTEGRATIONS
8.1 The Service may integrate with or provide access to third-party services, applications, or websites. Company does not control and is not responsible for the content, privacy policies, or practices of any third-party service.
8.2 Your use of any third-party integration is at your own risk and is subject to the terms and conditions of the applicable third-party service provider.
8.3 Company makes no warranties or representations regarding the availability, accuracy, or reliability of any third-party integration.

SECTION 9 — SERVICE AVAILABILITY AND SUPPORT
9.1 Company will use commercially reasonable efforts to maintain the availability of the Service with an uptime target of 99.5% measured on a monthly basis, excluding scheduled maintenance windows.
9.2 Company may perform scheduled maintenance during off-peak hours and will endeavor to provide at least 24 hours' advance notice of any planned downtime.
9.3 Company provides technical support via email during standard business hours (Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding federal holidays).

SECTION 10 — WARRANTIES AND DISCLAIMERS
10.1 Company warrants that: (a) it has the authority to enter into this Agreement; (b) the Service will perform materially in accordance with its documentation; (c) it will not knowingly introduce any malicious code into the Service.
10.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10.3 COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

SECTION 11 — LIMITATION OF LIABILITY
11.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.
11.2 COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.3 THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SECTION 12 — INDEMNIFICATION
12.1 You agree to indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of this Agreement; (c) your violation of any applicable law or regulation; (d) any data or content you submit to the Service.
12.2 Company will promptly notify you of any claim subject to indemnification and will cooperate with you in the defense of such claim. You shall not settle any claim without Company's prior written consent.

SECTION 13 — TERMINATION
13.1 Either party may terminate this Agreement upon thirty (30) days' written notice to the other party. Company may also terminate this Agreement immediately if you breach any material term.
13.2 Upon termination, your right to access and use the Service will immediately cease. Sections that by their nature should survive termination will survive, including but not limited to Sections 4, 6, 7, 10, 11, 12, and 15.
13.3 Termination of this Agreement shall not relieve you of any obligation to pay fees accrued prior to the effective date of termination.

SECTION 14 — DISPUTE RESOLUTION
14.1 Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.
14.2 The arbitration shall take place in New York, New York. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
14.3 Each party shall bear its own costs and expenses in connection with the arbitration, and the parties shall share equally the fees and expenses of the arbitrator and the AAA.

SECTION 15 — CLASS ACTION WAIVER
15.1 YOU AND COMPANY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
15.2 YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST COMPANY.

SECTION 16 — COMPLIANCE WITH LAWS
16.1 You shall comply with all applicable federal, state, and local laws and regulations in connection with your use of the Service.
16.2 You represent and warrant that your use of the Service will not violate any applicable anti-spam, data protection, privacy, or consumer protection laws.

SECTION 17 — FORCE MAJEURE
17.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, epidemics, pandemics, government actions, power failures, internet disruptions, or other force majeure events.
17.2 The affected party shall promptly notify the other party of the force majeure event and shall use commercially reasonable efforts to mitigate its effects and resume performance.

SECTION 18 — MODIFICATIONS TO SERVICE
18.1 Company reserves the right to modify, update, or discontinue any feature or aspect of the Service at any time. Company will provide reasonable notice of any material changes to the Service.
18.2 Continued use of the Service after any modification constitutes your acceptance of the modified Service.

SECTION 19 — ASSIGNMENT
19.1 You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Company. Company may freely assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

SECTION 20 — GOVERNING LAW
20.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

SECTION 21 — GENERAL PROVISIONS
21.1 This Agreement constitutes the entire agreement between you and Company with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.
21.2 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
21.3 Company's failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
21.4 All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by email to the address associated with the recipient's account, or sent by certified mail, return receipt requested, to the applicable party's address.
21.5 The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.