End User License Agreement

1. Parties, scope and acceptance

This End User License Agreement ("EULA") governs access to and use of Spectura's hosted construction management software, related documentation, updates and integrations (the "Software"). It is between Spectura LLC ("Spectura," "we" or "us") and the business or other organization obtaining access ("Customer"). The Software is intended for business use by general contractors, subcontractors and their authorized personnel.

By accepting this EULA, entering an order that incorporates it, or using the Software after being presented with this EULA, you agree to its terms. A person accepting on behalf of Customer represents that they have authority to bind Customer. An individual invited to use Customer's account must be authorized by Customer and comply with the restrictions applicable to users. If you do not agree or lack the required authority, do not accept on Customer's behalf or use the Software.

2. Related agreements

This EULA supplements our Terms of Service. Our Privacy Policy explains how we handle personal information. An order or subscription agreement accepted by both parties determines purchased features, fees and the subscription term. In a conflict, a separately signed agreement controls over this EULA, and this EULA controls over the Terms of Service for use of the Software. An applicable data processing addendum controls for its data protection subject matter. This EULA does not expand the uses of personal information described in the Privacy Policy or limit rights that cannot be waived under applicable law.

3. License and authorized users

Subject to this EULA and payment of applicable fees, Spectura grants Customer a limited, non-exclusive, non-transferable right during its subscription or authorized trial to access and use the Software for Customer's internal business operations. Customer may allow its employees, contractors and project collaborators ("Authorized Users") to use the Software on its behalf within their assigned permissions and purchased access. This includes ordinary collaboration with Customer's clients and subcontractors through the features provided for that purpose.

The Software is licensed, not sold. No right to source code, a separately hosted copy, resale or sublicensing is granted. Spectura and its licensors retain all rights not expressly granted. Separately licensed third-party or open-source components remain subject to their applicable licenses.

4. Account and organization responsibilities

Customer is responsible for accurate account information, its Authorized Users' compliance, and the instructions and approvals submitted through its account. Use individual accounts, protect credentials, assign appropriate organization and project permissions, and promptly remove access when it is no longer authorized. Notify us promptly of suspected unauthorized access. Do not access another organization's records without permission. Customer's administrators manage its workspace and may control access to records created or uploaded by Authorized Users.

5. Restrictions and acceptable use

Customer and Authorized Users must not:

• Sell, rent, sublicense or make the Software available as a service to others except for the collaboration expressly allowed by this EULA.
• Copy, modify, reverse engineer, decompile or attempt to derive the Software's source code, except to the extent applicable law expressly permits despite this restriction; or remove proprietary notices.
• Bypass authentication, access restrictions, subscription limits or security controls; probe systems without authorization; introduce malicious code; or interfere with service availability.
• Scrape or extract data through unauthorized means, misuse integration credentials, or access third-party services beyond the authorization granted by their account owner and applicable terms.
• Upload unlawful or infringing material, falsify payroll or financial records, violate another person's privacy, or use the Software in violation of applicable laws, export controls or sanctions.

6. Customer data and privacy

As between the parties, Customer retains its rights in project documents, business records, workforce information and other data submitted to or obtained through the Software on its behalf ("Customer Data"). Customer grants Spectura permission to host, copy, transmit and process Customer Data only as needed to provide, maintain, secure and support the Software, carry out Customer's authorized instructions and comply with law, consistent with the Privacy Policy and any applicable data processing addendum. This permission does not transfer ownership of Customer Data to Spectura.

Customer is responsible for having the rights, notices and lawful permissions needed to provide and process Customer Data, including information about employees, subcontractors and other individuals. Provide sensitive information only in the fields and workflows intended for it. Customer controls who receives its reports, exports and project records. Personal-information requests, retention and deletion are handled as described in the Privacy Policy and applicable law; an individual user's departure or account closure does not automatically erase Customer's business records.

7. Confidentiality

Each party will protect the other's nonpublic information that is marked confidential or reasonably understood to be confidential, including Customer Data, using reasonable care. It may use that information only to perform or exercise rights under the parties' agreement and disclose it only to people or service providers who need it for that purpose and are subject to appropriate confidentiality duties. These obligations do not cover information independently developed, lawfully received without restriction, already lawfully known, or made public without a breach. A party may disclose information required by law and, where legally permitted, will give reasonable notice and limit disclosure to what is required.

8. QuickBooks Online and other integrations

Integrations are optional and depend on the features available to Customer. Customer must maintain any required third-party accounts and subscriptions and comply with the provider's terms. Only a person authorized for both Customer's Spectura organization and the relevant QuickBooks Online company may connect them. By completing Intuit's authorization process, Customer directs Spectura to access and exchange data within the permissions granted and the workflows Customer enables. Authorization can support ongoing synchronization until disconnected or revoked.

Depending on enabled features, exchanges may include company information, accounts, customers and projects, vendors, employees, items, classes, financial report snapshots, invoice and payment information, and approved time activities. Customer must check the selected company, mappings, classifications, amounts and approvals before export and reconcile results with QuickBooks. Synchronization can be delayed, incomplete or fail; cached data may be out of date. Investigate uncertain export results before retrying to avoid duplicate accounting records.

Spectura provides its own software and processes connected data on Customer's instructions, not on Intuit's behalf. We use data obtained through Intuit only to provide the authorized integration and related Software functionality, consistent with Customer's consent, applicable law and our Privacy Policy. We do not sell that data or make it available for unrelated third-party uses. Intuit is not a party to this EULA and is not responsible for Spectura's support, warranties or performance. QuickBooks and Intuit are trademarks of Intuit Inc.; references describe compatibility, not endorsement. Intuit's services remain subject to its own terms and privacy notices.

Payment services for QuickBooks Payments are provided by Intuit Payments Inc. QuickBooks Payments requires a separate account and is subject to Intuit's eligibility requirements, approval and terms. Payments made through another provider, such as Stripe, are subject to that provider's terms.

An authorized administrator can disconnect through Settings → Integrations in Spectura or revoke Spectura's access in QuickBooks. Follow any pending revocation instructions until the disconnect is complete. Disconnecting prevents future authorized exchanges but does not undo records already exported, cancel either subscription or automatically delete retained records. Contact us for return or deletion requests, which are subject to applicable recordkeeping obligations. We cannot guarantee the continued availability of a third-party service or its APIs.

9. Construction, payroll and financial decisions

The Software supports business administration. It does not provide legal, tax, accounting, engineering or safety advice and does not act as Customer's employer, payroll provider, accountant, engineer or job-site supervisor. Customer remains responsible for contracts, estimates, budgets, work performed, site safety, worker classifications, wage determinations, overtime, fringe benefits, deductions, payments, taxes and required records or filings.

Review calculations, reports and exported data before relying on, certifying or submitting them. Templates, warnings and certified-payroll tools do not establish compliance with prevailing-wage requirements, the Davis-Bacon Act or other federal, state or local obligations. Customer is responsible for the accuracy of its inputs, required professional review, signatures and timely submissions. Keep independent copies of records needed for legal, contractual and business purposes. The Software is not an emergency-response or life-safety system.

10. Fees, availability and updates

Fees, billing, renewal and cancellation follow Customer's applicable order or subscription agreement and the Terms of Service. Third-party charges are separate unless expressly included. Trials and evaluation access are limited to the scope and period offered. Features may depend on the subscription and integration configuration.

We may maintain, update or modify the Software, including for security or third-party compatibility. Access may be interrupted by maintenance or events outside our reasonable control. No particular uptime, support response time, future feature or uninterrupted integration is promised unless expressly agreed in writing. Contact [email protected] for Software support.

11. Suspension, termination and data access

This EULA applies for as long as Customer has authorized access to the Software. We may suspend or terminate access for a material breach, nonpayment when due, unlawful use, or a threat to the Software, Customer Data or other users. Where reasonably practicable and legally permitted, we will notify Customer and provide a reasonable opportunity to resolve a remediable issue. Immediate suspension may be necessary for security or legal reasons. Customer may end use and cancel in accordance with its subscription terms or by contacting us.

When access ends, the license ends and Authorized Users must stop using the Software. Accrued payment obligations remain. Customer should use available exports before access ends and contact us to arrange any additional data-return or deletion request. No indefinite storage or universal export capability is promised. We handle retained records and requests under the Privacy Policy, any applicable data processing addendum and law, including legal holds. Ownership, confidentiality, accrued payments, warranty disclaimers, liability limits, indemnity and dispute provisions survive as needed to give them effect.

12. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR EXPRESS COMMITMENTS IN A SEPARATELY SIGNED AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." SPECTURA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF SECURITY RISKS, OR SUITABLE FOR EVERY PROJECT OR COMPLIANCE REQUIREMENT. NO OUTPUT, ESTIMATE, REPORT OR INTEGRATION RESULT IS GUARANTEED TO BE COMPLETE OR ACCURATE. THIS DISCLAIMER DOES NOT EXCLUDE OBLIGATIONS OR WARRANTIES THAT CANNOT LAWFULLY BE EXCLUDED.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPECTURA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL OR DATA, ARISING FROM THE SOFTWARE OR THIS EULA, EVEN IF ADVISED OF THE POSSIBILITY. SPECTURA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE, THIS EULA AND THE TERMS OF SERVICE WILL NOT EXCEED THE FEES CUSTOMER PAID OR OWES FOR THE SOFTWARE DURING THE TWELVE MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS IF NO FEES WERE PAID OR OWED DURING THAT PERIOD.

These limits apply across all related claims and legal theories and do not create a separate cap for each user or claim. They do not limit liability for fraud, willful misconduct, gross negligence or any liability that applicable law prohibits limiting. A separately signed agreement may provide different limits. The parties acknowledge that these limits allocate risk and are reflected in the fees.

14. Customer indemnity

Customer will defend Spectura against third-party claims arising from Customer Data that infringes another person's rights, Customer's unlawful use of the Software, or Customer's material breach of the license restrictions, and pay resulting damages and reasonable costs finally awarded or agreed in settlement. This obligation does not apply to the extent a claim results from Spectura's breach, negligence or willful misconduct. Spectura will promptly notify Customer of a claim, provide reasonable cooperation at Customer's expense, and allow Customer to control the defense with qualified counsel. Customer may not admit fault on Spectura's behalf or impose nonmonetary obligations on Spectura in a settlement without Spectura's written consent, which will not be unreasonably withheld.

15. Governing law and general terms

Wyoming law governs this EULA, without regard to conflict-of-law principles. Unless a separately signed agreement provides otherwise, the parties consent to exclusive jurisdiction in the state and federal courts located in Wyoming for disputes arising from this EULA, subject to mandatory applicable law. The parties are independent contractors; this EULA creates no partnership, agency or employment relationship.

Neither party may assign this EULA without the other's written consent, except to a successor in a merger, reorganization or sale of substantially all relevant assets that assumes its obligations. If a provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Neither party is responsible for delay caused by events beyond its reasonable control, except for payment obligations. This EULA and the agreements identified in Section 2 form the agreement on this subject and supersede prior discussions on it. Customer purchase order terms do not amend it unless Spectura expressly agrees in writing.

16. Changes and contact

We may update this EULA and will identify the updated date on this page. We will notify Customer of material changes by email or through the Software before they take effect, except where a shorter period is needed for legal or security reasons. Changes apply prospectively. Continued use after the stated effective date constitutes acceptance where permitted by law; if Customer does not agree, it must stop use and may contact us about ending its subscription under the applicable terms. Changes do not override a separately signed agreement except through its agreed amendment process.

For questions about this EULA, Software support, or requests concerning Customer Data, contact Spectura LLC at [email protected].