RIZEWARE SOLUTIONS LLC

By installing, copyright, or otherwise using the Software in any available format, the Licensee agrees to be bound by the terms and conditions set forth in this Agreement. If the Licensee does not agree to the terms and conditions set forth in this Agreement, then the Licensee shall not download, install, or utilize the Software in any manner.

Therefore, subject to the terms of this Agreement, the Licensor grants the Licensee a royalty-free, non-exclusive, non-sublicensable, license to possess and use the Software solely for its use as intended pursuant to this Agreement, for which the Scope shall not be exceeded.

1.1 Description. The Software enables law firms to utilize the right data at the right time to make the right business decision. Providing an end to end Software system in the areas of marketing, intake, matter management, and accounting.

1.2 Intended Use. Licensee acknowledges that the Data provided by Licensor is intended solely for internal use and for the purposes of Licensee’s business operations, specifically for management and assistance in the areas of marketing, intake, matter manage, accounting, and other defined administrative matters. Licensee shall purchase individual licenses that shall grant only one user per license, access to the Software. Enabling multiple, or different, users to operate the Software under one license purchase is strictly prohibited, and shall constitute grounds for termination of the Licensee’s license under this Agreement.

2.1 Confidentiality. The Licensee agrees to maintain the strict confidentiality of all Confidential Information disclosed by the Provider. “Confidential Information” includes trade secrets, proprietary business operations, customer lists and customer lists, marketing strategies, and other non-public information. The Licensee shall not disclose or use the Confidential Information for any purpose other than as required for the intended purpose of this Agreement. The obligations of confidentiality shall survive the termination or expiration of this Agreement. The Licensor is not required to specifically designate or list in writing information that is Confidential. All information that to a reasonable sophisticated user that would be considered confidential, shall be protected under this Agreement.

2.2 Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Licensee under this Agreement or prepared by Licensor in the course of providing access to the Software (collectively, the “Deliverables”) shall be owned exclusively by Licensor.

2.3 Non-Solicitation.

2.3.1 During the term of this Agreement and for a period of two (2) years following its termination or expiration, the Licensee agrees not to directly or indirectly solicit, induce, or attempt to solicit or induce any customers or clients of Rizeware Solutions LLC, hereinafter referred to as the “Licensor,” for the purpose of providing goods or services that are competitive with those offered by the Licensor.

2.3.2 Additionally, the Licensee agrees not to directly or indirectly solicit, induce, or attempt to solicit or induce any personnel, employees, or contractors of the Licensor to terminate or diminish their relationship with the Licensor for the purpose of engaging their services or employment with the Licensee or any third party.

2.3.3 Confidentiality. The Licensee acknowledges that during the course of using the Software, it may have access to confidential information related to the Licensor’s customers, including but not limited to contact details, preferences, and purchasing history (“Customer Information”). The Licensee agrees to keep all Customer Information confidential and not to disclose, use, or exploit such information for its own benefit or the benefit of any third party

2.3.4 The obligations under this non-solicitation clause shall survive the termination or expiration of this Agreement.

2.4 No Modification, Reverse Engineering, or Redistribution. The Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except to the extent expressly permitted by applicable law. The Licensee shall not sublicense, sell, rent, lease, distribute, or otherwise transfer the Software or any rights granted under this Agreement to any third party, except as expressly authorized in writing by the Licensor.

2.5 No Unauthorized Access. The Licensee shall take all reasonable steps to prevent unauthorized access to, or use of, the Software and shall promptly notify the Licensor in writing of any unauthorized use or access. This Agreement entitles you to use one (1) copy/login/authorized use of the Online Tools and Documentation, unless more licenses are expressly purchased. You may not copy any part of the Online Tools except to the extent that licensed use inherently demands the creation of a temporary copy stored in computer memory and not permanently affixed on storage medium. Further, no license is granted to you in the human readable code of the Online Tools (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Online Tools and Documentation. This Agreement does not entitle you to receive any upgrades to or newer versions of the Online Tools.

2.6 Scope. Subject to the terms and conditions of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, limited license to use the Software solely for its Intended Use as described above in Section 1.2. The license granted herein is limited to use by the Licensee and its authorized employees or agents who require access to the Software for the intended purpose. The Licensee shall ensure that all users are aware of and comply with the terms of this Agreement.

2.7 Non-Competition. During the term of this Agreement and for a period of one year following its termination, the Licensee agrees not to engage directly or indirectly in any competitive business involving the development, sale, or distribution of software products similar to or competing with the Licensed Software provided by the Licensor. This includes refraining from assisting, supporting, or participating in such competitive activities. The Licensee acknowledges that any breach may result in irreparable harm, and the Licensor may seek injunctive relief in addition to other available remedies. This noncompetition obligation survives the termination or expiration of this Agreement.

2.8 Important and Export Restrictions. You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the Online Tools or any Documentation (or any copies thereof), or any products utilizing the Online Tools or any Documentation, in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.

No Assurances. Licensee understands and acknowledges that Provider does not make any assurances or warranties regarding the accuracy, completeness, or reliability of the Data. The Data is provided on an “as-is” basis, and Licensee agrees to use the Data at their own risk.

Independent Verification. Licensee acknowledges that it is their responsibility to independently verify and validate the Data before relying on it for any purpose. Provider shall not be held liable for any losses or damages arising from inaccuracies or omissions in the Data. In no event shall the Provider be liable for any consequential, indirect, punitive, or special damages, loss of profits, loss of business opportunities, or loss of data, even if the Provider has been advised of the possibility of such damages. To the maximum extent permitted by applicable law, the Provider’s liability arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall be limited to the amount paid by the Subscriber for the subscription services provided under this Agreement during the time period preceding the event giving rise to the liability.

3.1 Non-Resale. Licensee agrees not to resell, distribute, or otherwise transfer the Data, in whole or in part, to any third party without the prior written consent of Licensor.

3.2 Intended Use. Licensee agrees to use the Data solely for the intended purpose as specified in Section 1.2 of this Agreement. Any use of the Data beyond the intended purpose requires prior written approval from Licensor.

3.3 Termination. If Licensee breaches this Section, their access to the Software will be terminated immediately, without the ability to receive a refund of any kind.

4.1 Indemnification. Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, and agents from any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorney fees) arising out of or related to: 1) Licensee’s breach of this Agreement; 2) Licensee’s breach of any representation, warranty, or covenant pursuant to this Agreement; or 3) any unauthorized use or distribution of the Data or Software.

5.1 Term This Agreement shall commence on the Effective Date, or the date of purchase, and shall remain in effect for a non-refundable initial term of thirty calendar days, unless terminated earlier in accordance with the provisions of this Agreement.

5.2 Renewal of Subscription. Licensee must provide advanced written notice to Licensor thirty (30) days before of the end of the Term, regarding their intention to cease using the Software pursuant to this Agreement. If Licensee does not provide Licensor with thirty (30) days written notice of the end of the Term, this Agreement will be automatically renewed for a successive Term.

5.3 Termination for Breach. Either Party may terminate this Agreement in the event of a breach by the other Party, provided that the non-breaching Party gives written notice of such breach, and the breaching Party fails to cure the breach within 7 from the date of the notice. In the event a breach is incapable of cure, the nonbreaching Party may in their sole discretion choose to termination this Agreement immediately. If Licensee breaches any restrictive covenant under this Agreement, then such a breach will automatically be deemed a breach incapable of cure.

5.4 No Refunds. Any fees or payments made pursuant this Agreement are non-refundable.

5.5 Data Return and Deletion upon Termination. Upon termination or expiration of this subscription agreement, and in the event that the Licensee is no longer subscribed to the services provided by the Licensor, the Licensee agrees to promptly and fully comply with the following obligations:

5.5.1 Data Return. The Licensee shall return to the Company all lead data, information, reports, or any other materials generated, collected, or obtained through the use of the Licensor’s Software during the Term of this agreement. The returned data shall be provided to the Licensor in a format and manner specified by the Licensor.

5.5.2 Data Deletion. Additionally, the Licensor shall promptly and permanently delete, or at the Licensor’s option, securely destroy all copies of the lead data, information, reports, or any other materials that were generated, collected, or obtained during the Term of this agreement. The Licensee shall certify to the Licensor in writing the completion of such data deletion or destruction upon request.

5.5.3 Survival. This Subsection 5.6 shall survive the termination or expiration of this agreement for a period of 12 months to ensure compliance with the aforementioned data return and deletion obligations.

6.1 This Agreement is governed by the laws of the State of Florida, without giving effect to the conflict of laws provisions to the extent such principles or rules would require or permit the laws of any jurisdiction other than the State of Florida to apply. Any action or proceeding by either party to enforce this Agreement shall be brought only in any state or federal court located in the state of Florida, county of Miami-Dade. The parties irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

6.2 Irreparable Harm. Licensee acknowledges and agrees that any breach of Confidentiality or Non-Solicitation of this Agreement will cause injury and irreparable harm to Licensor for which money damages would be an inadequate remedy and that, in addition to remedies at law, Licensor shall be entitled to equitable relief as a remedy for any such breach or potential breach, including, but not limited to, preliminary and final injunctive relief, enjoining and restraining such breach or threatened breach or intended breach. Licensee waives any claim or defense that Licensor has an adequate remedy at law in any such proceeding. Nothing in this Agreement shall limit the equitable or available remedies at law for Licensor.

7.1 Warranty and Disclaimer. Licensor, and author of the software, hereby expressly disclaim any warranty for the software. The software and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensee accepts any and all risk arising out of use or performance of the software.

7.2 Limitation of Liability. Licensor shall not be liable to licensee, or any other person or entity claiming through licensee any loss of profits, income, savings, or any other consequential, incidental, special, punitive, direct or indirect damage, whether arising in contract, tort, warranty, or otherwise. These limitations shall apply regardless of the essential purpose of any limited remedy. Under no circumstances shall licensor’s aggregate liability to licensee, or any other person or entity claiming through licensee, exceed the financial amount actually paid by licensee to licensor for the software.

8.1 Acknowledgment of Adhesion Contract. Licensee acknowledges that this Agreement constitutes an adhesion contract, which means that the terms and conditions herein are non-negotiable and provided on a “take it or leave it” basis. The Licensee acknowledges that they have read these terms, understand these terms, have had the opportunity to seek third party counsel of such terms, and in continuing to utilize the Software going forward, have accepted these terms in full. The Licensee waives any right to invalidate this contract for reasons of misunderstanding, mistake, or representations or inducement not contained within the four corners of this Agreement.

8.2 Acceptance. By accessing the Data and using the Software, Licensee expressly agrees to be bound by all the terms and conditions set forth in this Agreement. If Licensee does not agree with any of the terms or conditions, they must immediately cease using the Data and notify Provider in writing.

8.3 Waiver of Negotiation. Licensee acknowledges that Licensor is unwilling to modify or negotiate the terms of this Agreement and that any attempts to do so shall be deemed null and void.

8.4 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, and agreements.

9.2 Survival. The following provisions of this Agreement shall survive the termination or expiration of this Agreement and shall remain in full force and effect: Confidentiality, Indemnification, Governing Law and Jurisdiction, Alternative Dispute Resolution, and any other provisions of this Agreement necessary to enforce the rights and obligations of the Parties that, by their nature, should reasonably be intended to survive termination or expiration.

9.3 Assignment. This Agreement is not assignable or transferable by the Licensee, and any attempt to do so would be null and void. The Licensor shall retain the exclusive right, in their sole discretion, to assign this Agreement to a third party, including in such events as a change in control or acquisition of substantially all of the assets in the Licensor company.

9.4 Assurances. Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request and sole expense of the other party/of the other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

9.5 Notice. Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses set forth above (or to such other address that the receiving party may designate from time to time in accordance with this Section).

9.6 Updates or Amendments. Any updates or amendments to this Agreement shall be provided to the Licensee in writing with reasonable advanced notice of the updated terms. The Licensor may make such amendments or updates to the Software within its sole discretion.