End User License Agreement

This End User License Agreement (the “Agreement”) is entered into between BIGBRO LLC, a New Mexico limited liability company (“Licensor”), and the individual or entity receiving the Materials (“Licensee”, “you”).

You accept this Agreement by downloading, accessing, installing or otherwise using the Materials. If you do not accept it, you must not use the Materials and must delete any copy in your possession.

If you accept on behalf of an organisation, you represent that you have authority to bind that organisation.

The following definitions apply throughout this Agreement.

• “Materials” means templates, frameworks, spreadsheets, dashboards, playbooks, checklists, briefs, datasets, creative files, scripts and documentation supplied by Licensor, together with any update supplied to you.
• “Authorised Users” means employees and contractors of Licensee who need access to the Materials for Licensee's internal business purposes and who are bound by obligations no less protective than this Agreement.
• “Internal Business Purposes” means use within Licensee's own organisation to operate its business, excluding any use for or on behalf of a third party.
• “Services Agreement” means the statement of work, proposal acceptance or master agreement under which the Materials were supplied.

Subject to payment in full of all applicable fees and to your continued compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use, reproduce internally and adapt the Materials for your Internal Business Purposes, for the duration set out in Section 9.

The license extends to Authorised Users only. You are responsible for their acts and omissions as if they were your own.

Unless the Services Agreement states otherwise, the license is worldwide and applies to the Licensee entity named in that agreement and its majority-owned affiliates.

Except as expressly permitted, you must not, and must not permit any person to:

• Sell, resell, rent, lease, lend, sublicense, publish, distribute or otherwise make the Materials available outside your organisation.
• Use the Materials to provide consulting, agency, training or comparable services to third parties.
• Remove, alter or obscure any copyright, attribution, ownership or confidentiality notice.
• Reverse engineer, decompile or disassemble any software component, except to the extent that restriction is prohibited by applicable law.
• Use the Materials to create a competing product, template library or commercial offering.
• Use the Materials to train, fine-tune or evaluate machine learning models, or submit them to third-party AI services in a way that permits retention or training on their content.
• Use the Materials for any unlawful, deceptive or infringing purpose, or in breach of platform or advertising rules.

The Materials are licensed, not sold. Licensor and its licensors retain all right, title and interest in and to the Materials, including all intellectual property rights and all methodologies, know-how and structures embodied in them.

Deliverables created specifically for you under a Services Agreement may be assigned to you on payment in full as set out in that agreement, which prevails over this Agreement to the extent of any conflict. Even where deliverables are assigned, Licensor retains ownership of underlying templates, frameworks and pre-existing components.

All rights not expressly granted in this Agreement are reserved to Licensor.

You may adapt and configure the Materials for your Internal Business Purposes, including entering your own data and adjusting formatting.

Any adaptation remains subject to this Agreement. Your own data and content within an adapted Material remain your property; the underlying structure, formulas and design remain Licensor's property.

Materials may include fonts, icons, images, libraries or spreadsheet components licensed from third parties. Those components are subject to their own license terms, which are supplied with the Materials or available on request.

Where third-party terms conflict with this Agreement in respect of that component, the third-party terms govern that component only.

The Materials constitute confidential information of Licensor. You must protect them with at least the same degree of care you use for your own confidential information, and not less than reasonable care, and disclose them only to Authorised Users.

You must notify Licensor promptly on becoming aware of any unauthorised access, disclosure or use, and take reasonable steps to contain it.

This Agreement begins on the date the Materials are first supplied and continues until terminated.

It terminates automatically and without notice if you breach any of its terms. Licensor may also terminate on written notice if fees remain unpaid beyond their due date or where continued licensing would breach applicable law or sanctions.

On termination you must cease all use of the Materials, delete or destroy all copies including backups where technically feasible, and confirm in writing on request. Sections relating to ownership, confidentiality, disclaimers, liability, indemnity and governing law survive termination.

Unless a Services Agreement provides otherwise, the Materials are supplied without any obligation to provide support, maintenance, updates or new versions.

Where an update is supplied, it is treated as part of the Materials and is subject to this Agreement unless accompanied by separate terms.

The Materials are provided “as is” and “as available” without warranty of any kind, express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement.

Licensor does not warrant that the Materials are error free, that they will meet your requirements, or that their use will produce any particular commercial result. Financial models, projections and benchmark figures included in the Materials are illustrative only and must be independently verified before you rely on them.

To the maximum extent permitted by law, Licensor is not liable for indirect, incidental, special, punitive or consequential damages, or for loss of profit, revenue, data, goodwill or business opportunity arising from the Materials.

Licensor's total aggregate liability under this Agreement will not exceed the amount actually paid by you for the Materials, or one hundred United States dollars (USD 100) where the Materials were supplied at no charge.

You will indemnify and hold harmless Licensor, its members, officers, employees and contractors from any claim, loss, liability or expense (including reasonable legal fees) arising from your use of the Materials in breach of this Agreement or in breach of applicable law or third-party rights.

You must comply with all applicable United States export control and economic sanctions laws, and must not export, re-export or make the Materials available to a prohibited person or embargoed jurisdiction.

On reasonable written notice and no more than once in any twelve-month period, Licensor may request written confirmation that your use of the Materials complies with this Agreement.

Assignment: you may not assign this Agreement without Licensor's prior written consent. Any purported assignment in breach is void.

Severability and waiver: if a provision is held unenforceable, the remainder continues in effect; failure to enforce is not a waiver.

Entire agreement: this Agreement, together with any Services Agreement and the Terms of Service, is the entire agreement on its subject matter.

Governing law: this Agreement is governed by the laws of the State of New Mexico, United States, and the courts located in Bernalillo County, New Mexico have exclusive jurisdiction.

Amendments: Licensor may update this Agreement for future supplies of Materials; the version in force at the time Materials are supplied governs those Materials.