End User License Agreement

End User License Agreement for Source Technologies - Last updated: April 2026

PLEASE READ THIS END-USER SOFTWARE LICENSE AGREEMENT (the “Agreement”) CAREFULLY.  THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY) (“LICENSEE” OR “YOU”) AND SC HOLDINGS 001 LLC (D/B/A SOURCE TECHNOLOGIES) (“ST”), A DELAWARE LIMITED LIABILITY COMPANY, LOCATED AT 11401A GRANITE STREET, CHARLOTTE, NORTH CAROLINA 28273.  YOU MUST REVIEW AND EITHER ACCEPT OR REJECT THE TERMS OF THIS AGREEMENT BEFORE ACCESSING OR USING THE SOFTWARE.  

BY CLICKING THE “I ACCEPT” BUTTON, INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM.  THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED, FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.  

1. DEFINITIONS

For the purposes of this Agreement, unless otherwise provided, the following definitions shall apply.  Other terms are defined in the body of this Agreement.

1.1 “Affiliate” means any corporation, partnership, or other entity that, directly or indirectly, owns, is owned by, or is under common ownership with, such party hereto as of the Effective Date, for so long as such ownership exists.  For the purposes of the foregoing, “own” in its various forms shall mean ownership of more than fifty percent (50%) of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body.


1.2 “Authorized Vendor” means any third party enumerated in the Statement of Work or later designated by ST that may be engaged to provide consulting or programming services in connection with Software Customizations performed on behalf of Licensee pursuant to Section 2.3(a).


1.3 “Customization” means any Licensee-specific modifications or enhancements to the Software created by or under the direction and supervision of ST.


1.4 “Documentation” means the user and system documentation provided by ST in connection with the Software licensed hereunder.


1.5 “End User(s)” means the authorized individual persons authorized to use the Software pursuant to the license granted under this Agreement, including, but not limited to, Licensee’s employees, Authorized Vendors and/or Licensee’s clients, as authorized by Licensee, to use the Software.


1.6 “Install” or “Installation” means the process of loading the components of the Software onto one or more CPUs at the Installation Site(s).


1.7 “Installation Site(s)” means the location(s) chosen by Licensee for the Installation of the Software.


1.8 “Resultant Data” means data and information related to Your and Your End Users use of the Software that is used and collected by ST in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software.


1.9 “Software” means the unmodified software program(s) and such other unmodified computer applications delivered to Licensee in connection with this Agreement.


1.10 “Updates” means any updates, bug fixes, patches, or other error corrections to the Software that ST generally makes available free of charge to all licensees of the Software.

2. SOFTWARE LICENSE, OWNERSHIP, AND ACCESS / USE RESTRICTIONS


2.1 Grant of License. Subject to and conditioned upon Licensee’s payment of the Fees and Licensee’s compliance with all terms and conditions set forth in this Agreement, ST hereby grants Licensee a non-exclusive, limited, non-sublicensable, non-transferable license to access and use the Software and Documentation (the “License”) solely by and through its Authorized Users.


2.2 Ownership.  Nothing in this Agreement may be construed as transferring any ownership rights in Software to Licensee, to any third party, or to any Authorized Vendor.  Neither Licensee nor its employees, representatives or agents, including any Authorized Vendor, will acquire, or will attempt to acquire, any proprietary interest in, or comparable ownership right to, the Software or any copies of the Software or any modifications or Customizations thereto.  ST retains all right, title, and interest in and to the Software, Documentation, the Customizations, Resultant Data, any modification or derivative works based upon the Software, and all intellectual property rights arising out of or relating any of the foregoing. Licensee acknowledges and agrees that it will not assert or attempt to assert against ST any proprietary rights it may acquire in any derivative works based in whole or in part upon the Software, or the Documentation.  All such derivative works shall be subject to the use restrictions in paragraph 2.4 below.  Except as expressly provided herein, no rights to use or duplicate such property shall accrue to Licensee as a result of this Agreement. Any Customizations, modifications, or derivative works of the Software created by or on behalf of Licensee or any Authorized Vendor shall be deemed works made for hire for ST. To the extent any such work does not qualify as a work made for hire, Licensee hereby assigns, and shall cause its Authorized Vendors to assign, all right, title, and interest in and to such Customizations, modifications, or derivative works, including all intellectual property rights therein, to ST. Licensee shall ensure that any Authorized Vendor enters into a written agreement consistent with this provision prior to performing any such work.


2.3 Use and Access of Software.  The License granted hereby gives Licensee and its Affiliates the right to take the following actions:
a) Use by Licensee.  Licensee will have the right to Install, copy, and use the Software at one (1) Installation Site to process data for its own internal business purposes and for clients of Licensee’s financial services. Licensee shall, in its sole discretion, determine those End Users to whom it grants user access to the Software application.  Pursuant to a separate written statement of work (SOW) mutually agreed to between the ST and Licensee, Licensee (or its Authorized Vendors) may perform or create Customizations of the Software to be used solely for Licensee’s internal business operations, including for the provision of the Software to Licensee’s clients for financial services. In the event of conflict or inconsistency between the terms of this Agreement or an SOW, the terms of this Agreement shall control and take precedence.  
b) Access by Authorized Vendors.  Provided ST has agreed to Licensee’s use and development of Customizations, Licensee may engage an Authorized Vendor on Licensee’s behalf to provide services for such Customizations. Access to the Software by Authorized Vendors shall be subject to the terms and conditions of this Agreement. Licensee shall take appropriate actions and steps to ensure that any such Authorized Vendor complies with the provisions of this Agreement concerning use and confidentiality of the Software and uses the Software solely to the extent Licensee is authorized to do so under this Agreement.
c) This License enables licensee to install the Software on a (i) production server, (ii) contingency server, and (iii) a non-production test server. 
d) Licensee is permitted to make copies of the Software for backup, test, and disaster recovery purposes only (provided that Licensee (i) maintains appropriate records of the number and location of all such copies, and (ii) includes all ST titles and proprietary rights notices on all such copies in the same manner as such notices appear on the original copy of the Licensed Software provided by ST) and Licensee may, without prior notice to ST, operate the Software on alternate server(s) at one or more backup Installation Sites solely for disaster recovery purposes during any period in which the primary Installation Site server(s) are inoperable.


2.4 Use Restrictions. Except as explicitly provided herein, Licensee shall not, and shall requires its End Users not to, directly or indirectly:
a) Copy, adapt, reverse engineer, decompile, disassemble, or modify, create derivative works, or otherwise seek to discover the source code of, in whole or in part, any of the Software or Documentation.
b) Make available or distribute all or part of the Software or Documentation to any third party by assignment, sublicense, or by any other means.
c) Combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs.
d) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;.
e) Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof.
f) Use the Software or Documentation in violation of any applicable law, regulation, or rule.

3. LICENSEE’S OBLIGATIONS


3.1 Installation.  Licensee will Install or contract with ST to Install the Software and integrate Software within Licensee’s own computer system environment.


3.2 Compliance and Verification.  Licensee will keep records showing the number of Installations and End Users who have access to the Software and Documentation sufficient to allow ST to verify compliance with the terms of this Agreement.  At ST’s expense, upon ten (10) days’ prior written notice to Licensee, ST will have the right to verify Licensee’s compliance with the terms of this Agreement by an audit performed through a nationally recognized independent public accountant firm, provided, however, that ST will use commercially reasonable efforts to not unreasonably interfere with Licensee’s operations and the audit is conducted during normal business hours. Without limiting ST’s other rights, if the audit or verification process reveals unauthorized use of Software or Documentation, Licensee will reimburse ST for the cost of the process and will immediately acquire the necessary licenses to become compliant.


3.3 Responsibility for Use of Software. Licensee is responsible and liable for all uses of the Software and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by its End Users, Authorized Vendors, or by any other person to whom Licensee or an Authorized Vendor may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.

4. Collection and Use of Information. 


4.1 Licensee acknowledges that Licensor may, directly or indirectly through the services of third parties, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, through: 
4.1.1 the provision of maintenance and support services and
4.1.2 security measures included in the Software as described herein.


4.2 Licensee agrees that the ST may use such information for any purpose related to any use of the Software by Licensee or on Licensee's equipment, including but not limited to:
4.2.1 improving the performance of the Software or developing Updates; and
4.2.2 verifying Licensee's compliance with the terms of this Agreement and enforcing the Licensor's rights, including all Intellectual Property Rights in and to the Software.


4.3 If any personal information is processed in connection with the Software, such information is processed in accordance with the SourceTech Privacy Policy, as amended from time to time and available at https://www.sourcetech.com/privacy-policy.

5. CONFIDENTIAL INFORMATION


5.1 In the event a party discloses Confidential Information to the other party, the receiving party shall (i) use commercially reasonable efforts to maintain the confidentiality of the disclosing party’s Confidential Information; and (ii) disclose the disclosing party’s Confidential Information only to its employees, contractors and agents who have a need to know it for purposes contemplated by this Agreement and who are legally bound to protect it by restrictions at least as strict as those set forth in this section.  Notwithstanding the foregoing, either party may disclose Confidential Information if served with a judicial or other governmental order seeking its production, in which event the party served with the order will use reasonable efforts to notify the other party of the existence of the order prior to production of any Confidential Information and cooperate with the other party in its efforts to obtain a protective order.


5.2 “Confidential Information” means non-public information concerning a party’s software (including the Software), systems, products, services, research and development; customers and prospective customers; business plans and  finances, and similar information of a party (a) that is marked confidential, restricted or proprietary by the disclosing party (or by any other person to whom such disclosing party has an obligation of confidence); or (b) is disclosed under circumstances where the receiving party either knew or should have known that the information should be treated as confidential.  Notwithstanding the foregoing, Confidential Information does not include any information that (i) was publicly available before it was disclosed to the recipient; (ii) becomes publicly available other than through a breach of this Agreement; (iii) the receiving party can show was disclosed to the receiving party by a third party without an obligation to keep it confidential; or (iv) is developed independently by the receiving party without reference to the other party’s Confidential Information, as reasonably demonstrated by the receiving party.


5.3 All obligations regarding confidentiality and non-disclosure of each receiving party set forth herein shall survive any termination or expiration of this Agreement.

6. TERM AND TERMINATION


6.1 Term of License.  The License granted herein will begin on the date the Software is delivered for installation and will remain in effect unless terminated as provided for herein.


6.2 Termination for Cause.  Either party may terminate this Agreement at any time if the other party materially breaches a term of this Agreement, provided that the breaching party does not cure the breach within fifteen (15) days after written notice of the breach.


6.3 Termination for Insolvency.  Either party may terminate this Agreement if one party: 
a) enters into an assignment for the benefit of creditors
b) has a receiver or similar officer appointed for its assets
c) files a petition or has a petition filed against it under any bankruptcy or debtor’s law for relief or reorganization; or 
d) takes any action that results in dissolution, liquidation or insolvency.


6.4 Effect of Termination.  Upon the termination of this Agreement for any reason, each receiving party of Confidential Information shall immediately destroy, and certify to the disclosing party that it has destroyed, all Confidential Information of the disclosing party in the receiving party’s possession or control.  The license granted herein shall continue in full force and effect for the number of End Users paid for by Licensee, provided that Licensee shall not longer be entitled to receive any Updates for the Software or any other maintenance or support.


6.5 Survival.  Sections 2.2, 4, 5, 6, 7.1(c), 7.2, 8, and any other sections, which by their terms or nature extend beyond the expiration or earlier termination of this Agreement (including without limitation Licensee’s obligation to pay all amounts which are due and payable or which Licensee has agreed to pay), shall survive any such expiration or termination of this Agreement.

7. WARRANTIES, REMEDIES, LIMITATION OF LIABILITY


7.1 Warranties and Disclaimers.
a) ST warrants that for a period of sixty (60) days from the Effective Date (the “Warranty Period”), the Software will function substantially in accordance with the Documentation provided by ST when operated by Licensee. ST will undertake to correct any reported error condition in accordance with its standard technical support policies then in effect.  
b) ST warrants that has taken commercially reasonable efforts to scan the Software from any “Self-Help Code” or “Unauthorized Code”.  “Self-Help Code” means any back door, time bomb, or drop-dead device or other routine designed to disable a computer program with the passage of time or under the positive control of a person or party other than the Licensee. Self-Help Code does not mean ST authorized code or features designed for purposes of ST’s maintenance or technical support.  “Unauthorized Code” means any virus, Trojan horse, worm or other software routine or component designed to permit unauthorized access to disable, erase, or otherwise harm software, equipment, or data, or to perform any other such actions.
c) THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
7.2 Limitation of Liability. 
a) IN NO EVENT WILL ST'S AND ITS AFFILIATES', INCLUDING ANY OF ITS OR THEIR RESPECTIVE ST’S AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE ST PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE. 
b) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, LOST DATA (OR LABOR EXPENSES ASSOCIATED WITH RESTORING LOST DATA OR MAKING THE SOFTWARE OPERATIONAL) ARISING OUT OF ANY BREACH OF THIS AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE
c) The foregoing provisions of this Section

7.2 allocate the risks under this Agreement between ST and Licensee.  ST’s pricing reflects this allocation of risk and the limitation of liability specified herein. 

8. MISCELLANEOUS


8.1 Injunctive Relief.  Licensee acknowledges that breach by it of this Agreement may cause irreparable injury to ST, which injury will be inadequately compensable in damages. Accordingly ST is entitled to the remedies of injunction, specific performance and other equitable relief (without having to post bond or other security) in respect of any actual breach or threatened breach of the terms of this Agreement, in addition to any other legal remedies which may be available.  Licensee shall be responsible for any expenses, including reasonable legal and attorneys’ fees that ST may incur if it is obliged to enforce this Agreement and succeeds in such enforcement.


8.2 Notice.  Any notice required or permitted to be given or delivered under this Agreement shall be delivered to ST at the address set forth above (as such address may be updated in writing).  Notices to Licensee shall be address to the Licensee address set forth in the SOW (as such address may be updated in writing).  Notice shall be deemed to have been received, and shall be effective (i) when delivered by hand (with written confirmation of receipt), or (ii) on the day received by the addressee if sent by a nationally recognized overnight courier (receipt requested).


8.3 Export.  The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.


8.4 US Government Rights. Each of the Documentation and the Software is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.


8.5 Severability.  In the event any one or more of the provisions contained in the Agreement is held invalid, illegal, or unenforceable, such invalidity or illegality shall not affect any other portion of the Agreement.


8.6 Binding Agreement/Assignment.  Neither this Agreement nor any right, interest or obligation hereunder shall be assignable by either party without the prior written consent of the other party.  Notwithstanding the foregoing, ST may without consent of Licensee assign this Agreement to any business entity that acquires all or substantially all of ST’s assets related to the Software and relevant services.  This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns.


8.7 Amendments/Waiver.  This Agreement may be amended, modified, superseded, or canceled, and any of the terms, provisions, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by all parties hereto, or, in the case of a waiver, by the party waiving compliance.


8.8 Dispute Resolution.  Licensee and ST will attempt to settle any claim or controversy arising out of this Agreement through good-faith negotiation. If a dispute occurs, the parties will submit the dispute in writing to a senior executive from each party. If the dispute is not resolved within thirty (30) days, either party may submit the dispute to a court of competent jurisdiction, as provided in Section 8.9 (Governing Law; Venue).  


8.9 Governing Law; Venue.  This Agreement shall be governed and construed, and all disputes hereunder shall be determined, in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.  The Parties agree that the State and Federal Courts located in Wilmington, Delaware shall have jurisdiction over disputes under this Agreement (to the exclusion of all other forums). The Parties hereby consent to personal jurisdiction and venue in such courts.


8.10 Attorneys’ Fees.  In the event of any suit or other proceeding to construe or enforce any provision of this Agreement or any other agreement to be entered into pursuant hereto, or otherwise in connection with this Agreement, the prevailing party’s reasonable attorneys’ fees and costs (in addition to all other amounts and relief to which such party or parties may be entitled) shall be paid by the other party or parties.


8.11 Excusable Delay.  Neither party shall be liable for failure to perform any of its obligations during any period in which performance is delayed by any cause beyond its reasonable control (“Excusable Delay”), such as fire, flood, war, wind, earthquake, embargo, military authority, labor disputes, riots, sabotage, dockage, epidemics, power shortages, governmental intervention and restrictions, or other cause outside of such party’s control, provided that the party suffering such delay promptly notifies the other party of such delay and uses its best efforts to minimize and mitigate such circumstances.


8.12 Independent Contractors.  Each party is acting hereunder as an independent contractor and not as an employee or agent of the other party, and neither shall hold itself out as an agent or employee of the other party or knowingly permit another to rely on such belief.  Neither party shall have any right to enter into contracts or commitments on behalf of the other party or to bind it in any respect whatsoever.


8.13 Headings.  The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.


8.14 Entire Agreement.  This Agreement, any SOWs, and the schedules and exhibits attached hereto and referenced herein set forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements, arrangements, and understandings related to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by any party hereto that is not embodied in this Agreement or in the attachments hereto or the written statements, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged representation, promise, inducement, or statement of intention not so set forth.