Réve HQ

1. Scope of ReveHQ Services. ReveHQ is a comprehensive business management software that provides services including but not limited to, sales pipeline management, contract management, payment processing, social media management, website hosting, and access to Laney Media’s proprietary frameworks and templates (“ReveHQ Services”).

2. Provision of Access. Subject to and conditioned on Client's payment of Fees and compliance with all other/the terms and conditions of this Agreement, Service Provider hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 15) right to access and use the ReveHQ Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Client's internal use. Service Provider shall provide to Client the necessary passwords and network links or connections to allow Client to access the ReveHQ Services.

3. ReveHQ Documentation Licence. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Client a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 15.5) licence to use the ReveHQ Documentation during the Term solely for Client's internal business purposes in connection with its use of the ReveHQ Services.

4. Use Restrictions. Client shall not use the ReveHQ Services for any purposes beyond the scope of the access granted in this Agreement. Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the ReveHQ Services or ReveHQ Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or ReveHQ Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the ReveHQ Services or ReveHQ Documentation; or (v) use the ReveHQ Services or ReveHQ Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

5. Reservation of Rights. Service Provider reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the Service Provider IP.

6. Suspension. Notwithstanding anything to the contrary in this Agreement, Service Provider may temporarily suspend Client's and any Authorized User's access to any portion or all of the ReveHQ Services if: (i) Service Provider reasonably determines that (A) there is a threat or attack on any of the Service Provider IP, (B) Client's or any Authorized User's use of the Service Provider IP disrupts or poses a security risk to the Service Provider IP or to any other customer or vendor of Service Provider, (C) Client, or any Authorized User, is using the Service Provider IP for fraudulent or illegal activities, (D) subject to applicable Law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Service Provider’s provision of the Services to Client or any Authorized User is prohibited by applicable law; (ii) any vendor of Service Provider has suspended or terminated Service Provider’s access to or use of any third-party services or products required to enable Client to access the Reve HQ Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), (a “ReveHQ Service Suspension”). Service Provider shall use commercially reasonable efforts to provide written notice of any ReveHQ Service Suspension to Client and to provide updates regarding resumption of access to the Services following any ReveHQ Service Suspension. Service Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the ReveHQ Service Suspension is cured. Service Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Client or any Authorized User may incur as a result of a ReveHQ Service Suspension.

7. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Service Provider may monitor Client's use of the Services and collect and compile Aggregated Statistics. As between Service Provider and Client, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Service Provider. Client acknowledges that Service Provider may compile Aggregated Statistics based on Client Data input into the Services. Client agrees that Service Provider may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Client or Client's Confidential Information.

8. ReveHQ Service Levels. Subject to the terms and conditions of this Agreement, Service Provider shall use commercially reasonable efforts to make the Reve HQ Services available at all times (24 hours a day, seven days a week) for the duration of the Term of this Agreement.