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SIMPLITAKE END USER LICENSE AND USER AGREEMENT
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Publisher: SimpliTake LLC ("SimpliTake," "we," "us," or "our")
Product: SimpliTake desktop software for Windows ("Software")
Contact: INFO@simplitake.com
Effective version: see the installer title bar and Help > About.

IMPORTANT — READ CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU (THE
INDIVIDUAL OR ENTITY THAT ACQUIRED THE LICENSE, "YOU" OR "LICENSEE") AND
SIMPLITAKE LLC. BY INSTALLING, ACTIVATING, COPYING, OR USING THE SOFTWARE, YOU
AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE
THE SOFTWARE, AND SELECT "I DO NOT ACCEPT" IN THE INSTALLER.

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1. DEFINITIONS
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1.1 "Software" means the SimpliTake application, its executable files, bundled
    components, updates we choose to provide, and accompanying documentation.
1.2 "Device" means a single physical Windows computer.
1.3 "License Key" means the activation credential issued to You for the Software.
1.4 ".simplitake File" means a single, self-contained SimpliTake project file
    that embeds the source PDF and Your takeoff data together in one file.
1.5 "Takeoff" means a manual measurement, markup, count, or annotation that You
    create using the Software.

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2. LICENSE GRANT
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2.1 Subject to Your compliance with this Agreement and payment of the one-time
    license fee, SimpliTake grants You a personal, non-exclusive,
    non-transferable, non-sublicensable, perpetual license to install and use
    the Software on the licensed Device(s) for Your internal business or
    professional use.
2.2 The license is PERPETUAL for the licensed version. You may continue to use
    the licensed version for as long as You wish, subject to this Agreement.
2.3 Unless Your order states otherwise, one License Key authorizes use on one
    Device at a time.

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3. ACTIVATION AND OFFLINE USE
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3.1 The Software requires a one-time online activation using Your License Key.
    Activation confirms Your license and prepares the Software for offline use.
3.2 AFTER ACTIVATION, THE SOFTWARE IS DESIGNED TO RUN FULLY OFFLINE. An internet
    connection is not required for everyday takeoff work. An internet connection
    may be used only for the initial activation and, if You choose, to obtain
    updates.
3.3 The Software does not require an ongoing online connection, account login,
    or cloud service to open Your projects or perform takeoffs.

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4. ONE-TIME PURCHASE; NO SUBSCRIPTION
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4.1 The Software is licensed as a ONE-TIME PURCHASE. There are NO subscriptions,
    NO recurring fees, and NO mandatory ongoing payments to keep using the
    licensed version.
4.2 SimpliTake does not require, and the Software does not depend on, any cloud
    hosting, software-as-a-service, or recurring authentication service.
4.3 Future major versions, if any, may be offered as separate purchases. This
    does not affect Your perpetual license to the version You acquired.

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5. OWNERSHIP AND INTELLECTUAL PROPERTY
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5.1 The Software is licensed, not sold. SimpliTake LLC and its licensors retain
    all right, title, and interest in and to the Software, including all
    intellectual property rights.
5.2 You retain all rights to Your own content, including Your PDFs, drawings,
    project data, and .simplitake Files. SimpliTake claims no ownership of Your
    content.

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6. RESTRICTIONS
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You shall not, and shall not permit any third party to:
6.1 copy (except for one backup), rent, lease, lend, sell, sublicense, or
    commercially host the Software as a service;
6.2 reverse engineer, decompile, or disassemble the Software, except to the
    limited extent expressly permitted by applicable law or by the open-source
    license terms described in Section 12;
6.3 remove, alter, or obscure any proprietary notices, labels, or license texts;
6.4 circumvent or disable the License Key, activation, or any technical
    protection measure; or
6.5 use the Software in violation of any applicable law or regulation.

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7. YOUR DATA AND THE .SIMPLITAKE FILE
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7.1 SimpliTake stores each project as a single, self-contained .simplitake File
    that embeds the source PDF and Your takeoff data together. This is designed
    to keep Your work portable and entirely under Your control.
7.2 Your .simplitake Files and exports are stored locally on Your own storage,
    in locations You choose. SimpliTake does not upload, transmit, or store Your
    project content on any SimpliTake server.
7.3 YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR .SIMPLITAKE FILES AND
    EXPORTS. SimpliTake is not responsible for any loss of Your data.

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8. MEASUREMENT TOOL; PROFESSIONAL RESPONSIBILITY AND ACCURACY
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8.1 THE SOFTWARE IS A MEASUREMENT AND MARKUP TOOL ONLY. It is NOT estimating,
    pricing, bidding, or job-costing software, and it does NOT generate prices,
    costs, bids, or material lists.
8.2 The Software does not automatically create Takeoffs. ALL Takeoffs, counts,
    scales, and markups result solely from Your manual actions and inputs,
    including the scale and calibration You set.
8.3 ALL MEASUREMENTS AND OUTPUTS MUST BE INDEPENDENTLY VERIFIED AND PHYSICALLY
    CONFIRMED BY YOU OR A QUALIFIED PROFESSIONAL BEFORE USE in construction,
    contracting, fabrication, permitting, bidding, or any other purpose.
8.4 YOU ARE SOLELY RESPONSIBLE for the accuracy of Your inputs and results, for
    professional judgment, and for compliance with all applicable building
    codes, contracts, drawings, and permit requirements. Measurements derived
    from scanned, rotated, mis-scaled, low-quality, or non-to-scale PDFs may be
    inaccurate.
8.5 The Software is a productivity aid and does not replace the professional
    skill, review, and field verification of a qualified person.

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9. DISCLAIMER OF WARRANTIES
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9.1 THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND
    WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
    LAW, SIMPLITAKE LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
    STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
    FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.
9.2 SIMPLITAKE DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR
    UNINTERRUPTED, OR THAT ANY MEASUREMENT, CALCULATION, OR OUTPUT WILL BE
    ACCURATE OR COMPLETE. YOU USE THE SOFTWARE AT YOUR OWN RISK.
9.3 Some jurisdictions do not allow the exclusion of certain warranties, so some
    of the above exclusions may not apply to You; in that case, any required
    warranty is limited to the minimum scope and shortest period permitted by
    law.

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10. LIMITATION OF LIABILITY
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10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
     SIMPLITAKE LLC OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
     SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF
     PROFITS, REVENUE, DATA, GOODWILL, BUSINESS, REWORK, MATERIALS, OR COSTS OF
     SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THE SOFTWARE OR
     THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 WITHOUT LIMITING SECTION 8, SIMPLITAKE LLC IS NOT LIABLE FOR ANY ERRORS,
     LOSSES, OR DAMAGES ARISING FROM (a) INACCURATE MEASUREMENTS OR OUTPUTS,
     (b) YOUR FAILURE TO INDEPENDENTLY VERIFY AND PHYSICALLY CONFIRM
     MEASUREMENTS BEFORE USE, OR (c) RELIANCE ON SOFTWARE OUTPUT WITHOUT
     QUALIFIED PROFESSIONAL REVIEW.
10.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF
     SIMPLITAKE LLC FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SOFTWARE OR
     THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID FOR THE LICENSE.
10.4 The limitations in this Section apply to all causes of action, whether in
     contract, tort (including negligence), strict liability, or otherwise.
10.5 SimpliTake LLC is not liable for any delays in license processing or
     technical issues. If you experience any problem activating or using the
     software, you can always fall back to traditional paper plans and manual
     quantity takeoff methods.

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11. INDEMNIFICATION
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You agree to indemnify, defend, and hold harmless SimpliTake LLC and its
members, officers, and suppliers from and against any claims, damages,
liabilities, costs, and expenses (including reasonable attorneys' fees) arising
out of or related to Your use of the Software, Your content, Your Takeoffs, or
Your breach of this Agreement.

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12. THIRD-PARTY COMPONENTS
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12.1 The Software includes certain third-party and open-source components. Those
     components are provided under their own license terms, which are described
     in THIRD_PARTY_NOTICES.txt and THIRD-PARTY-LICENSES.txt and in the full
     license texts in the "licenses" folder.
12.2 To the extent any open-source license grants You rights that conflict with
     this Agreement, that open-source license controls for that component only.

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13. PRIVACY; NO DATA COLLECTION
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13.1 The Software is designed to be fully offline and does NOT collect, transmit,
     sell, or share Your personal information or Your project content.
13.2 The only network communication is the one-time activation (and optional
     update checks You initiate). See PRIVACY.txt for details.

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14. TERM AND TERMINATION
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14.1 This Agreement is effective until terminated. It will terminate
     automatically if You materially breach it.
14.2 Upon termination, You must stop using and remove all copies of the
     Software. Sections 5, 6, and 8 through 18 survive termination.
14.3 Your perpetual license to the licensed version is not revoked for lawful,
     compliant use; termination applies to breach.

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15. UPDATES AND SUPPORT
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15.1 SimpliTake may, but is not obligated to, provide updates or support. Any
     updates provided are part of the "Software" and subject to this Agreement.
15.2 Technical support is limited to activation and basic installation issues only. For all other matters, please visit simplitake.com. Support requests and issue reports may be sent to INFO@simplitake.com.

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16. EXPORT AND COMPLIANCE
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You agree to use the Software in compliance with all applicable United States
and other export, sanctions, and trade-control laws and regulations.

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17. GOVERNING LAW AND DISPUTE RESOLUTION
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17.1 This Agreement is governed by the laws of the United States and the State
     in which SimpliTake LLC is organized, without regard to conflict-of-laws
     principles. The U.N. Convention on Contracts for the International Sale of
     Goods does not apply.
17.2 The exclusive venue for disputes is the state or federal courts located in
     that State, and the parties consent to personal jurisdiction there, to the
     extent permitted by law.

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18. GENERAL
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18.1 ENTIRE AGREEMENT. This Agreement, together with EULA.txt and the referenced
     notices and exhibits (including EXHIBIT_A_SYSTEM_REQUIREMENTS.txt), is the
     entire agreement between You and SimpliTake regarding the Software and
     supersedes all prior understandings.
18.2 SEVERABILITY. If any provision is held unenforceable, the remaining
     provisions remain in full force, and the unenforceable provision will be
     enforced to the maximum extent permitted by law.
18.3 NO WAIVER. Failure to enforce any provision is not a waiver of that
     provision.
18.4 ASSIGNMENT. You may not assign this Agreement without SimpliTake's prior
     written consent.
18.5 CONTACT. SimpliTake LLC — INFO@simplitake.com — https://simplitake.com

BY CLICKING "I ACCEPT" OR BY INSTALLING OR USING THE SOFTWARE, YOU ACKNOWLEDGE
THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY IT.

Copyright (c) SimpliTake LLC. All rights reserved.
