SupraFolio · License

License Agreement

Effective [date] · Publisher: Rabbit Hole Technologies, LLC, a Nevada limited liability company

1. Who this agreement is between

This End-User License Agreement ("Agreement") is between you and Rabbit Hole Technologies, LLC, a Nevada limited liability company ("Rabbit Hole Technologies", "we", "us"). It covers the SupraFolio software, its updates, the taxonomies, form profiles and validation rules shipped with it, and its documentation (together, "SupraFolio").

SupraFolio is downloaded through the Microsoft Store, but it is licensed by us, not by Microsoft. Microsoft is not a party to this Agreement and has no obligation to provide support for SupraFolio or to answer any claim about it.

2. The free trial

• SupraFolio may be used free for 30 days. The trial starts the first time SupraFolio runs with an internet connection. One trial is allowed per computer.
• When the trial ends, SupraFolio stops making new documents until a license key is entered. Your files stay where they are, nothing is deleted, and everything already built still opens.
• The trial is for evaluation. Its other terms are the same as this Agreement's.

3. The license

When you buy a license and we send you a license key, we grant you a non-exclusive, non-transferable, non-sublicensable license to install and use SupraFolio, in object-code form, to prepare the filings of the company that license covers, under this Agreement.

• One license per company. Each license covers one company: one registrant with its own SEC file number, together with the subsidiaries consolidated in its filings. Preparing filings for another company needs another license.
• Price. The license for the first company is $3,995 and each additional company license is $2,995, each bought once, plus sales tax where it applies. Prices for new purchases may change; a change never affects a license already bought. The license does not expire, except as this Agreement provides.
• Two computers at a time. Each license key may be active on up to two computers at the same time.
• Moving the license. To move it, use Remove this computer on the computer you are leaving, or Remove other computers from the new one. Up to three moves a year free the place at once.
• The key is yours to keep safe. Do not share, publish or sell your key, or let anyone use it outside this Agreement.

4. Who may use SupraFolio

SupraFolio is a preparer's tool for financial reporting professionals: a company and its own staff, and the consultants it engages to prepare its filings.

Auditor independence. A company's independent auditor, including its independent registered public accounting firm and anyone acting for that firm, must not use SupraFolio to prepare that client's financial statements. The SEC's auditor independence rules prohibit an auditor from preparing a client's financial statements. Any such use is outside this license and is not permitted.

SupraFolio is not directed to children.

5. Activation and the license check

• An internet connection is needed to start the trial, to activate a key and at least once every 30 days after that. SupraFolio works offline for up to 30 days between checks.
• The license check sends only what the Privacy Policy describes. It never sends your files, documents, numbers or company details.
• You agree not to bypass, disable or interfere with the license check, the trial or the computer limit, including by changing your computer's clock to extend a trial or a license pass.

6. What you may not do

Except as the law expressly allows despite this limitation, you may not:

• copy SupraFolio, except as needed to install and use it under this Agreement;
• reverse engineer, decompile or disassemble SupraFolio;
• modify SupraFolio or make derivative works of it;
• rent, lease, lend, sell, sublicense or transfer SupraFolio or your key, or offer SupraFolio as a hosted or shared service to others;
• remove or change any notice, label or marking in SupraFolio or in what it produces, including the marking of the fictional sample company;
• use SupraFolio in breach of any law or regulation, including export control laws.

7. What SupraFolio is, and is not

SupraFolio is a document and data assembly tool for financial reporting professionals. Rabbit Hole Technologies, LLC is a software company, not a CPA firm or a law firm; nothing SupraFolio produces is accounting, auditing, legal, tax or investment advice, and nothing it produces is ready to file until the company's management and its advisers have reviewed it. Using SupraFolio creates no accountant–client or attorney–client relationship.

• SupraFolio never decides an accounting treatment, a classification or a disclosure, and never writes the narrative. Every account is mapped to a line you confirm.
• Everything it produces must be reviewed before filing by the company's management and its advisers, including its independent registered public accounting firm and securities counsel where applicable.
• SupraFolio never submits to EDGAR and never stores EDGAR credentials. You or your filing agent submit each filing, and you are responsible for it.
• A clean validation result means the package passed the validation rules shipped with that version of SupraFolio. It does not mean the SEC will accept the filing, or that the filing is complete, accurate or compliant.

You are solely responsible for the information you enter, the mappings and answers you confirm, the narrative you write, the review of everything SupraFolio produces, and every filing you or your agents make.

8. Your files

Your trial balances, company details, documents and filings are yours. SupraFolio keeps them on your computer, in Documents\SupraFolio, and uploads none of them. We receive no copy and claim no rights in them. Keeping backups of your files is your responsibility.

9. Ownership

SupraFolio is licensed, not sold. Rabbit Hole Technologies and its licensors keep all rights, title and interest in SupraFolio, including all intellectual property rights. SupraFolio and SupraDraft are products of Rabbit Hole Technologies, LLC. No right is granted except as this Agreement states.

SupraFolio includes third-party components, including taxonomies and validation rules published by others. Those components are provided under their own terms, which govern them.

10. Updates and the update plan

• First year included. Each license includes one year of updates from the date of purchase.
• The update plan. After the first year, updates for a company's license need the update plan, at $495 a year per company, plus sales tax where it applies, renewed through our checkout. The price of the plan for later years may change; we will show the price before you renew.
• If the plan lapses. You may keep using the last version of SupraFolio released while your plan was active, for as long as this Agreement allows. Versions released after the plan lapsed do not make new documents for that company until the plan is renewed. You may renew at any time; a renewal runs for one year from the date you renew.
• What updates contain. Updates come through the Microsoft Store. Taxonomies, form profiles and the validator ship as data in those updates, and every output records the versions it used. The SEC and other bodies change taxonomies and rules over time, and a version that is not kept up to date may not produce a package that meets current requirements; keeping current is your responsibility. We decide what each update contains, and we may stop publishing SupraFolio at any time. This Agreement applies to every update unless an update comes with different terms.

11. Payment, taxes and refunds

Rabbit Hole Technologies, LLC is the seller. Licenses and update plans are sold through our own checkout, processed by Stripe; the Microsoft Store sells nothing. Sales tax is added where it applies. [Refund policy: state here whether refunds are offered, for how long after purchase, and how to ask.] If a purchase is fully refunded, the license ends and the key is deactivated. If a payment is disputed, we may hold the key until the dispute is resolved, and deactivate it if the payment is reversed.

12. Ending the license

You may end this Agreement at any time by uninstalling SupraFolio. We may end your license if you breach this Agreement and do not cure the breach within 15 days after we tell you about it, or at once for a breach of Sections 4, 5 or 6. When the license ends, you must stop using SupraFolio. Your files remain yours and stay on your computer. Sections 7, 8, 9 and 13 to 17 survive the end of this Agreement.

13. Disclaimer of warranties

To the fullest extent the law allows, SupraFolio is provided "as is" and "as available", with all faults and without warranty of any kind. Rabbit Hole Technologies disclaims all warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and uninterrupted or error-free operation. We do not warrant that SupraFolio's output is accurate, complete or compliant with any law, regulation, standard or filing requirement, or that any filing will be accepted.

14. Limitation of liability

To the fullest extent the law allows, Rabbit Hole Technologies and its members, managers, employees and licensors will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill or business, or for any fines, penalties, restatement costs, or regulatory or enforcement actions, arising out of or related to SupraFolio or this Agreement, even if advised of the possibility. Our total liability for all claims arising out of or related to SupraFolio or this Agreement will not exceed the amounts you paid us for SupraFolio licenses and update plans in the twelve months before the claim. Some jurisdictions do not allow certain exclusions or limits; in those jurisdictions, they apply only to the extent allowed.

15. Indemnity

You will defend and hold harmless Rabbit Hole Technologies against claims by third parties, including regulators, arising from your filings, from information you supplied, or from your use of SupraFolio in breach of this Agreement, and will pay the resulting losses and reasonable costs.

16. Export and government use

You will comply with all export control and sanctions laws that apply to SupraFolio. If SupraFolio is acquired by or for the United States government, it is commercial computer software and documentation, licensed only under this Agreement.

17. Law, venue and general terms

• Governing law. This Agreement is governed by the laws of the State of Nevada, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Venue. Any dispute will be brought in the state or federal courts located in [county] County, Nevada, and both parties consent to their jurisdiction.
• Whole agreement. This Agreement and the Privacy Policy are the whole agreement about SupraFolio and replace any earlier understanding.
• Severability and waiver. If a term is found unenforceable, it is enforced as far as possible and the rest stays in effect. Not enforcing a term is not a waiver of it.
• Assignment. You may not assign this Agreement without our written consent. We may assign it to a successor of our business.
• Changes. A new version is posted at this address with a new effective date. A change applies to a version of SupraFolio released after that date.

18. Contact

Rabbit Hole Technologies, LLC · admin@rabbithole-technologies.com