Apers End User License Agreement (EULA)

1. Definitions
"Marketplace Item" means any digital product available through the Apers Marketplace, including but not limited to Excel models, financial templates, AI skills, automation tools, data sets, and any associated documentation or supporting files.

"Creator" means the individual or entity that developed and listed a Marketplace Item for distribution through the Marketplace. A Creator may be Apers itself or a third-party provider.

"Derivative Work" means any modification, adaptation, enhancement, translation, or other alteration of a Marketplace Item, or any new work that incorporates a substantial portion of a Marketplace Item.

"Output" means any deliverable, report, analysis, or result produced by a User through the use of a Marketplace Item, as distinct from the Marketplace Item itself.

"Internal Use" means use within your organization, including by employees, contractors, and direct business partners (such as joint venture partners, co-investors, consultants, or advisors) engaged in a shared business purpose with you.

2. License Grant
Subject to the terms of this Agreement, Apers grants you a limited, non-exclusive, non-transferable, revocable license to:

(a) Download, install, and use Marketplace Items on the Apers platform or on your own systems.

(b) Modify and create Derivative Works of Marketplace Items for your Internal Use.

(c) Share Marketplace Items and Derivative Works with individuals within the scope of Internal Use as defined above.

(d) Use Marketplace Items to produce Outputs for any lawful purpose, including commercial purposes (e.g., underwriting deals, producing client deliverables, generating analyses for fee-based engagements).

This license is granted per User or per organization as specified at the time of purchase. The license does not convey any ownership interest in the Marketplace Item.

3. Restrictions
You may not:

(a) Sell, sublicense, lease, rent, or otherwise commercially distribute any Marketplace Item or Derivative Work, whether for direct payment, as part of a bundled offering, or in exchange for other value.

(b) Distribute, publish, or make available any Marketplace Item or Derivative Work to the general public or to any party outside the scope of Internal Use.

(c) Upload or list any Marketplace Item or Derivative Work on any competing marketplace, template library, file-sharing platform, or distribution channel.

(d) Remove, alter, or obscure any proprietary notices, watermarks, credits, or attributions included in a Marketplace Item.

(e) Reverse-engineer, decompile, or disassemble any AI skill or software-based Marketplace Item, except to the extent that applicable law expressly permits such activity notwithstanding this restriction.

(f) Use any Marketplace Item in a manner that violates applicable law or regulation.

For clarity: using a Marketplace Item to produce an Output that you then deliver to a client or use commercially is permitted. Distributing the Marketplace Item itself (or a Derivative Work of it) as a standalone product or as a material component of a product offered to others is not.

4. Intellectual Property Ownership
4.1 Creator Ownership
All Marketplace Items remain the intellectual property of their respective Creators. Nothing in this Agreement transfers ownership of any Marketplace Item to you.

4.2 Platform License
By listing a Marketplace Item on the Marketplace, Creators grant Apers a non-exclusive, worldwide, royalty-free license to host, display, distribute, reproduce, and promote the Marketplace Item in connection with the operation of the Marketplace. This license does not constitute a transfer of ownership from the Creator to Apers.

4.3 Your Derivative Works
You retain ownership of the original elements of any Derivative Work you create. However, the underlying Marketplace Item components within that Derivative Work remain subject to this Agreement and the Creator's intellectual property rights. Your ownership of original elements does not grant you the right to distribute the Derivative Work in violation of Section 3.

4.4 Outputs
You own the Outputs you produce using Marketplace Items, subject to any applicable third-party rights.

5. Third-Party Creators
5.1 Marketplace as Platform
The Marketplace hosts items from both Apers and third-party Creators. Apers does not review, audit, endorse, or guarantee the accuracy, quality, completeness, or fitness for any purpose of third-party Marketplace Items.

5.2 Creator Responsibility
Third-party Creators are solely responsible for the content, accuracy, and legality of their Marketplace Items. Any claims, disputes, or issues arising from a third-party Marketplace Item are between you and the Creator.

5.3 Apers' Role
Apers acts as a platform facilitator. Apers may, but is not obligated to, remove Marketplace Items that violate platform policies or applicable law.

6. AI Skills — Additional Terms
The following terms apply to Marketplace Items that are classified as AI skills, automation tools, or AI-powered features:

(a) AI skill Outputs are generated algorithmically and may vary between uses, users, and contexts. Apers and Creators do not guarantee the accuracy, completeness, reliability, or fitness of any AI-generated Output for any purpose.

(b) You are solely responsible for reviewing, validating, and verifying any AI-generated Output before relying on it for business decisions, client deliverables, regulatory filings, or any other purpose.

(c) AI skills may depend on third-party models, APIs, or data sources. Availability, performance, and behavior may change without notice due to factors outside the control of Apers or the Creator.

(d) AI skills should not be used as the sole basis for decisions involving significant financial, legal, health, safety, or regulatory consequences.

7. Assumption of Risk
Marketplace Items are tools. They are not financial advice, legal advice, investment recommendations, or professional guidance of any kind. Apers is not a financial advisor, legal advisor, or fiduciary. You assume all risk associated with the use of any Marketplace Item, including all risk of financial loss, missed opportunities, inaccurate calculations, erroneous projections, and any other adverse outcome arising from decisions made using or informed by a Marketplace Item. It is your sole responsibility to independently verify all outputs, assumptions, formulas, and data before relying on them for any purpose. No Marketplace Item, regardless of its description, complexity, or price, has been reviewed, audited, or certified by Apers for accuracy or reliability unless explicitly stated in writing by an authorized officer of Apers.

8. Disclaimer of Warranties
ALL MARKETPLACE ITEMS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. APERS AND CREATORS DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, AND TITLE.

APERS DOES NOT WARRANT THAT ANY MARKETPLACE ITEM WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR COMPATIBLE WITH YOUR SYSTEMS OR REQUIREMENTS.

9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) IN NO EVENT SHALL APERS, ITS AFFILIATES, OR ANY CREATOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF ANY MARKETPLACE ITEM.

(b) APERS' AND ANY CREATOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SPECIFIC MARKETPLACE ITEM GIVING RISE TO THE CLAIM.

(c) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF APERS OR THE CREATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification
You agree to indemnify, defend, and hold harmless Apers, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of any Marketplace Item; (b) your violation of this Agreement; (c) your Outputs or Derivative Works; or (d) your violation of any applicable law or third-party right.

11. Refund Policy
11.1 All Sales Final
All purchases on the Apers Marketplace are final. No refunds, returns, exchanges, or credits will be issued under any circumstances, including but not limited to dissatisfaction with a Marketplace Item, failure to achieve expected results, incompatibility with your systems, or discontinuation of a Marketplace Item after purchase.

11.2 Third-Party Creator Items
For Marketplace Items sold by third-party Creators, any disputes regarding refunds, quality, or fitness are solely between you and the Creator. Apers is not a party to such disputes and has no obligation to mediate, arbitrate, or issue refunds on behalf of any third-party Creator.

11.3 Acknowledgment
By completing a purchase, you acknowledge that you have reviewed the Marketplace Item description, understand the no-refund policy, and accept full financial responsibility for the purchase.

12. Termination
12.1 Termination for Cause
Apers may terminate your license immediately and without notice if you breach any term of this Agreement.

12.2 Termination for Convenience
Apers may terminate your license for any reason upon thirty (30) days' written notice.

12.3 Effect of Termination
Upon termination, you must cease all use of the affected Marketplace Items and destroy all copies (including Derivative Works) in your possession or control. Outputs you have already produced and delivered prior to termination are not affected.

12.4 Survival
Sections 3 (Restrictions), 4 (Intellectual Property), 7 (Assumption of Risk), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11 (Refund Policy), and 14 (Governing Law) survive termination.

13. Updates and Modifications
13.1 Agreement Updates
Apers may update this Agreement at any time. Material changes will be communicated via email or platform notification. Continued use of the Marketplace after the effective date of a change constitutes acceptance.

13.2 Marketplace Item Updates
Creators may update or discontinue Marketplace Items at their discretion. Apers is not responsible for ensuring the continued availability or backward compatibility of any Marketplace Item.

14. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising under this Agreement shall be resolved exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware), and you consent to the exclusive personal jurisdiction of such courts.

15. General Provisions
(a) Entire Agreement. This Agreement constitutes the entire agreement between you and Apers regarding the Marketplace and supersedes all prior agreements and understandings.

(b) Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

(c) No Waiver. Failure by Apers to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

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