Software License and Usage Agreement

Effective Date: May 30, 2025

This Software License and Usage Agreement (“Agreement”) is entered into by and between:

Revival Software, a Texas / LLC with its principal place of business in ________ (“Licensor”), and
Said customer is a Texas limited liability company, with its principal place of business atRevival Software (“Licensee”).

1. Purpose and Scope

This Agreement grants Licensee the right to use and sublicense access to the software platform known as Revival Software (“Software”) for Licensee’s internal business operations and for resale to end users under Licensee’s brand or in connection with its service offerings.

2. License Grant

2.1 Grant of Licens

Subject to the terms of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, and revocable license to:

Access, use, and configure the Software for Licensee’s internal use;
Market and sublicense access to the Software to third-party end users (“Authorized Users”) solely as part of Licensee’s compliance service offerings.

2.2 Sublicensing Conditions

Sublicenses to end users must:

Include or reference Licensor’s End User License Agreement (EULA);
Not exceed the scope of this Agreement;
Be subject to equivalent confidentiality, data protection, and IP protections.

3. Ownership and Restrictions

3.1 Ownership

Licensor retains all rights, title, and interest in and to the Software, including all source code, enhancements, documentation, and related IP.

3.2 Restriction

Licensee shall not:

Reverse engineer, decompile, or disassemble the Software;
Modify or create derivative works unless expressly permitted in writing;
Transfer, lease, or assign the license, except as provided herein.

4. Branding and White Label Use (Optional)

If authorized in writing by Licensor, Licensee may offer the Software under its own branding (“White Label Use”), provided that:

Attribution to Licensor remains in technical documentation;
Branding changes are submitted for Licensor’s approval;
Licensee assumes responsibility for Tier 1 support under its brand.

5. Fees and Payment

5.1 License Fee

Licensee shall pay Licensor license fees as outlined in Exhibit A.

5.2 Payment Terms

Invoices are due within 30 days of receipt. Late payments may incur a 1.5% monthly interest on the outstanding balance.

5.3 Audit Rights

Licensor may, no more than once annually, audit Licensee’s usage to verify compliance with license terms.

6. Support and Service Levels

6.1 Licensor Support

Licensor shall provide Tier 2/3 support during business hours (Monday–Friday, 9 a.m.–5 p.m. CT), excluding holidays.

6.2 Uptime SLA

Licensor will use reasonable efforts to maintain 99.5% monthly uptime, excluding scheduled maintenance.

6.3 Licensee Support Obligation

Licensee shall provide first-level (Tier 1) support to its customers and escalate issues as needed.

7. Confidentiality

Both parties agree to maintain the confidentiality of proprietary or sensitive information, and not disclose it to any third party except as required for the purpose of this Agreement or by law. These obligations survive termination for three (3) years.

8. Data Handling and Compliance

8.1 Customer Data

Customer data remains the property of the end user. Licensee and Licensor shall handle all data in compliance with applicable laws, including the Texas Identity Theft Enforcement and Protection Act and other U.S. privacy statutes.

8.2 Security Measures

Licensor agrees to maintain administrative, technical, and physical safeguards in accordance with industry best practices and as outlined in Exhibit B.

9. Warranties and Disclaimers

Licensor warrants it has the right to grant the license and that the Software will perform substantially as described.

Disclaimer: EXCEPT AS EXPRESSLY SET FORTH, THE SOFTWARE IS PROVIDED “AS IS,” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
LICENSOR’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE IN THE THREE (3) MONTHS PRIOR TO THE CLAIM.

11. Term and Termination

11.1 Term

This Agreement is effective as of the Effective Date and remains in effect for one (1) year, automatically renewing for successive one-year terms unless either party gives 30 days’ prior written notice.

11.2 Termination for Cause

Either party may terminate this Agreement for material breach if not cured within 15 days of notice.

11.3 Post-Termination Obligations

Upon termination:

Licensee must cease all use of the Software;
Return or destroy confidential materials;
Sublicenses to existing customers may continue for the remainder of their active term (but not be renewed).

12. Governing Law and Venue

This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in Bexar County, Texas, and both parties consent to such jurisdiction and venue.

13. General Provisions

Independent Contractors: The parties are independent contractors.
Force Majeure: Neither party shall be liable for delays caused by circumstances beyond their control.
Entire Agreement: This Agreement contains the entire understanding between the parties.
Amendment: This Agreement may be amended only in writing signed by both parties.