# CAPZ END USER LICENSE AGREEMENT (EULA)

**Effective Date:** December 5, 2025

**Last Updated:** September 8, 2026

This End User License Agreement ("EULA") is a legal agreement between you and Capz HQ LLC, a Pennsylvania limited liability company ("Capz," "we," "us," "our"), governing your use of the Capz mobile application and any related software we provide (the "App").

**The App is licensed, not sold, to you.** By downloading, installing, or using the App, you agree to this EULA. If you do not agree, do not download, install, or use the App.

This EULA covers the **software license** for the App. Your use of the Capz service and its features is also governed by our **Terms of Service**, and your data is handled as described in our **Privacy Policy**. If there is a conflict between this EULA and the Terms of Service regarding conduct on the service, the Terms of Service control; this EULA controls as to the software license itself.

**PLEASE READ SECTIONS 2 AND 3 CAREFULLY — THEY PROHIBIT YOU FROM COPYING, CLONING, OR REPLICATING THE APP IN ANY FORM, AND SECTIONS 9 AND 10 LIMIT OUR LIABILITY TO YOU.**

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## 1. LICENSE GRANT

Subject to your continuing compliance with this EULA and the Terms of Service, Capz grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download and use one copy of the App, in object code form only, on a mobile device that you own or control, solely for your personal, non-commercial use of the Capz service.

This is a license to **use** the App as an end user. It grants you no ownership interest in the App and no right to reproduce, distribute, or build upon it. All rights not expressly granted are reserved by Capz.

## 2. LICENSE RESTRICTIONS

You may not, and may not permit, assist, fund, direct, or enable anyone else to:

- copy, modify, adapt, translate, port, or create derivative works of the App, except as expressly permitted by law;

- reverse engineer, decompile, disassemble, decrypt, extract, or otherwise attempt to derive the source code, object code, algorithms, data structures, database schema, protocols, or underlying ideas of the App, except to the extent this restriction is prohibited by applicable law;

- rent, lease, lend, sell, resell, sublicense, distribute, publish, host, timeshare, or otherwise transfer or make the App available to any third party;

- remove, alter, obscure, or falsify any proprietary notice, watermark, attribution, or identifier in the App;

- separate the App's components, or run the App on an emulator, virtualized environment, or unauthorized device, other than as necessary for ordinary personal use;

- intercept, monitor, capture, or replay the App's network traffic, API calls, tokens, or protocols, or use any undocumented or private interface of the App or the Capz service;

- circumvent, disable, or interfere with security, authentication, licensing, rate-limiting, use limits, access controls, or other protective features of the App or the Capz service;

- access the App or the Capz service through automated means (bots, scrapers, crawlers, headless clients, or third-party clients) except as we expressly permit in writing;

- use the App, or any content or data obtained through it, to train, fine-tune, evaluate, benchmark, or ground any artificial intelligence or machine learning model, or to generate any derivative work or replica of the App;

- **replicate the App in any way, or use it to build a competing or substantially similar product or service (see Section 3)**; or

- use the App in any way that violates applicable law, the Terms of Service, or this EULA.

## 3. NO REPLICATION — YOU WAIVE AND ASSIGN ANY RIGHT TO COPY THE APP

**This Section is a material condition of your license.** In exchange for the license granted in Section 1, you irrevocably agree that you will not, and will not authorize, assist, fund, advise, contract with, or otherwise enable any other person or entity to, directly or indirectly:

### 3.1 Replication and Cloning

**Replicate, clone, reproduce, imitate, emulate, mimic, re-implement, port, or otherwise recreate the App or the Capz service, or any part of either, in any form, in any medium, on any platform, or by any means — whether or not any of our code is copied and whether or not the result is called by a different name.**

This prohibition covers, without limitation, copying or substantially imitating:

- the App's **features, functionality, and capabilities**, individually or as a combination;

- its **user flows, workflows, screens, layouts, navigation, interaction patterns, and information architecture**;

- its **visual design, look and feel, styling, typography, iconography, color system, and animations**;

- the **structure, sequence, and organization** of its software, screens, or data models; and

- its **database schema, API design, permission and role model, and business logic**.

### 3.2 Use as a Blueprint

Use the App, your access to it, or anything you observe, learn, or derive from it as a **specification, blueprint, wireframe, reference implementation, design source, or requirements document** for any other application, website, product, or service — including by directing a developer, contractor, agency, or artificial intelligence system to build something like it.

### 3.3 Derived Artifacts

Use screenshots, screen recordings, exported data, decompiled or reverse-engineered artifacts, captured network traffic, or documentation of the App to design, build, market, pitch, fund, or raise money for a competing or substantially similar product or service.

### 3.4 Competing Products

Build, operate, publish, distribute, or assist any product or service that competes with the App or the Capz service and that is derived from, based on, or substantially similar to the App.

### 3.5 Waiver and Assignment

To the maximum extent permitted by law:

- **You waive** any claim, right, or interest you may have to develop, own, register, license, or exploit anything created in violation of this Section, including any copyright, design right, patent right, or trade dress claim in it.

- **You irrevocably assign to Capz** all right, title, and interest, worldwide, in and to any application, product, service, design, code, specification, or other work you create in breach of this Section, together with all intellectual property rights in it, and you agree to execute any documents and take any actions reasonably necessary to perfect, record, and enforce that assignment. You appoint Capz as your attorney-in-fact, coupled with an interest, solely to execute such documents if you fail to do so within 15 days of a written request.

### 3.6 Trade Secrets and Injunctive Relief

You acknowledge that the App embodies Capz's confidential information and trade secrets; that the restrictions in Sections 2 and 3 are reasonable and necessary to protect them; that a breach would cause Capz **irreparable harm for which monetary damages would be an inadequate remedy**; and that Capz is entitled to seek **injunctive and other equitable relief without the necessity of posting a bond** and without proving actual damages, in addition to any other available remedy, including recovery of its reasonable attorneys' fees and costs.

### 3.7 Survival and Scope

This Section survives termination or expiration of this EULA and of your Capz account, and continues to bind you regardless of whether you still use the App. It applies to you personally and to any entity you control, are employed by, advise, or act on behalf of, to the extent your access to the App is involved.

### 3.8 Independent Development and Legal Limits

Nothing in this Section prevents you from independently developing a product **without any use of, access to, reference to, or knowledge derived from** the App or anything derived from it, or from exercising any right that cannot lawfully be waived or restricted under applicable law — including any right to reverse engineer for interoperability where that right is expressly granted by statute and cannot be contracted away.

## 4. OWNERSHIP AND INTELLECTUAL PROPERTY

The App and all associated software, source code, object code, designs, layouts, text, graphics, icons, logos, animations, data models, documentation, and other materials we provide (excluding content you or other users submit) are owned by Capz or its licensors and are protected by copyright, trademark, trade secret, patent, and other intellectual property laws in the United States and internationally. Except for the limited license expressly granted in Section 1, **Capz reserves all rights in and to the App**. This EULA does not grant you any rights to Capz's trademarks, logos, trade dress, or brand features.

## 5. FEEDBACK

If you send us feedback, suggestions, bug reports, feature requests, or ideas about the App, you grant Capz a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, implement, modify, and commercialize them without restriction, attribution, compensation, or any obligation to you, and you waive any claim arising from our doing so. We are free to use feedback that is the same as or similar to feedback we receive from others or develop independently.

## 6. UPDATES AND CHANGES TO THE APP

We may release updates, upgrades, patches, or new versions of the App from time to time, and your device may download and install them automatically depending on your settings. Updates may add, change, degrade, or **remove features**, and may make older versions of the App non-functional. This EULA governs any update unless the update is accompanied by a separate license, in which case that license governs. **We are under no obligation to provide any update, to maintain backward compatibility, or to continue supporting any particular version, feature, device, or operating system, and we have no liability to you for doing or not doing so.**

## 7. THIRD-PARTY SERVICES AND USER CONTENT

The App relies on third-party services to function, including cloud hosting, database and storage, authentication, email delivery, and push-notification delivery, and on the platforms through which you obtain the App. The App also displays content submitted by other users.

**Capz does not control and is not responsible or liable for third-party services or for user content**, including their availability, accuracy, security, data practices, outages, or discontinuation. Your use of third-party services may be subject to additional third-party terms. Third-party services and user content are provided "as is." You are responsible for any mobile data, messaging, and device charges you incur using the App.

## 8. APP MARKETPLACE TERMS

You obtained the App from a third-party application marketplace ("App Store"), such as the Apple App Store or Google Play. Your use of the App is also subject to the App Store's applicable terms. The following apply to the extent you obtained the App from the relevant App Store.

### 8.1 Apple App Store

If you downloaded the App from the Apple App Store, you acknowledge and agree that:

- **Parties.** This EULA is between you and Capz only, and not with Apple Inc. ("Apple"). Capz, not Apple, is solely responsible for the App and its content.

- **Scope of license.** The license granted to you is limited to a non-transferable license to use the App on any Apple-branded device that you own or control, as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions.

- **Maintenance and support.** Capz is solely responsible for providing any maintenance and support for the App. Apple has no obligation to furnish any maintenance or support services.

- **Warranty.** Capz is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. If the App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App; to the maximum extent permitted by law, Apple has no other warranty obligation with respect to the App.

- **Product claims.** Capz, not Apple, is responsible for addressing any claims by you or a third party relating to the App or your use of it, including product liability claims, claims that the App fails to conform to legal or regulatory requirements, consumer-protection claims, and privacy claims.

- **Intellectual property.** In the event of any third-party claim that the App or your use of it infringes that party's intellectual property rights, Capz, not Apple, is solely responsible for the investigation, defense, settlement, and discharge of that claim.

- **Legal compliance.** You represent and warrant that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

- **Third-party beneficiary.** Apple and Apple's subsidiaries are third-party beneficiaries of this EULA, and upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third-party beneficiary.

- **Contact.** Questions, complaints, or claims about the App should be directed to Capz at `support@capzhq.com`.

### 8.2 Google Play

If you downloaded the App from Google Play, your use is also governed by the Google Play Terms of Service. Google is not a party to this EULA and is not responsible for the App or its content.

## 9. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CAPZ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CAPZ DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, COMPATIBLE WITH YOUR DEVICE, OR FREE OF HARMFUL COMPONENTS; THAT DEFECTS WILL BE CORRECTED; THAT MESSAGES, IMAGES, OR NOTIFICATIONS WILL BE SENT, DELIVERED, OR DISPLAYED; OR THAT DATA WILL NOT BE LOST, CORRUPTED, OR RENDERED UNRECOVERABLE. NO INFORMATION OR ADVICE, ORAL OR WRITTEN, OBTAINED FROM CAPZ CREATES ANY WARRANTY.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

## 10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPZ AND ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, CONTENT, PROFITS, REVENUE, GOODWILL, REPUTATION, OR USE, OR FOR ANY PERSONAL INJURY, EMOTIONAL DISTRESS, OR DEVICE OR PROPERTY DAMAGE, ARISING OUT OF OR RELATING TO THE APP — WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

**CAPZ'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE APP WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID CAPZ FOR THE APP IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (WHICH MAY BE ZERO) OR (B) ONE HUNDRED U.S. DOLLARS (US $100).**

These limitations apply in the aggregate across all claims, apply even if any limited remedy fails of its essential purpose, and are a fundamental basis of the bargain between you and Capz. Some jurisdictions do not allow certain limitations, so some of these may not apply to you; in that case our liability is limited to the greatest extent permitted by law.

## 11. INDEMNIFICATION

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Capz and its officers, members, managers, employees, contractors, and agents from and against any claims, damages, liabilities, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the App, your breach of this EULA — **including any breach of Section 2 or Section 3** — or your violation of any law or third-party right.

## 12. TERM AND TERMINATION

This EULA is effective until terminated. Your license terminates **automatically and without notice** if you breach any of its terms, and it also ends if you delete the App or your Capz account, if Capz suspends or terminates your access, or if Capz ceases to offer the App. Capz may also terminate this EULA at any time at its discretion.

Upon termination, you must immediately stop using the App and delete all copies in your possession or control. **Sections 2, 3, 4, 5, 7, and 9 through 17 survive termination.** Termination does not limit any other right or remedy available to Capz.

## 13. EXPORT AND SANCTIONS COMPLIANCE

You represent that you will comply with all applicable export-control and sanctions laws, and that you will not use, export, or re-export the App in violation of those laws, including to any embargoed country or restricted party.

## 14. U.S. GOVERNMENT END USERS

The App is "commercial computer software" and "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure by the U.S. Government is subject solely to the restrictions in this EULA.

## 15. GOVERNING LAW AND VENUE

This EULA is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules, except where preempted by federal law. The state and federal courts located in Centre County, Pennsylvania have exclusive jurisdiction over any dispute arising out of or relating to this EULA, and you consent to personal jurisdiction there. **To the maximum extent permitted by law, you waive any right to a jury trial and any right to participate in a class, collective, consolidated, or representative proceeding**, consistent with Section 18 of the Terms of Service. Nothing in this Section limits Capz's right to seek injunctive or other equitable relief in any court of competent jurisdiction to enforce Sections 2, 3, or 4. Nothing in this Section limits any App Store's separate terms.

## 16. CHANGES TO THIS EULA

We may update this EULA from time to time. When we make material changes, we will update the "Last Updated" date and provide notice through the App or by other reasonable means. Your continued use of the App after the changes take effect constitutes your acceptance of the updated EULA. If you do not agree to an updated EULA, your sole remedy is to stop using and delete the App.

## 17. MISCELLANEOUS

- **Entire agreement.** This EULA, together with the Terms of Service and Privacy Policy, is the entire agreement between you and Capz regarding the App.

- **Severability.** If any provision is found unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full effect.

- **No waiver.** Our failure to enforce any provision is not a waiver of it.

- **Assignment.** You may not assign or transfer this EULA or your license; any attempt to do so is void. We may assign it freely, including in connection with a merger, acquisition, financing, or sale of assets.

- **Headings.** Headings are for convenience only and do not affect interpretation.

## 18. CONTACT

Capz HQ LLC

226 E Beaver Ave, Room 24

State College, Pennsylvania 16801

United States

support@capzhq.com