Version 1.2 · Effective October 25, 2026

License Agreement

The agreement every Boro PM customer accepts in the installer and at sign-in.

PLEASE READ THIS AGREEMENT CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND WAIVES JURY TRIALS AND CLASS ACTIONS (SECTION 20), DISCLAIMS WARRANTIES (SECTION 15), REQUIRES YOU TO ASSUME ALL RISK OF USING THE SOFTWARE AND TO RELEASE AND HOLD US HARMLESS (SECTION 15A), LIMITS OUR LIABILITY AND YOUR REMEDIES (SECTIONS 16 AND 17), REQUIRES YOU TO INDEMNIFY US (SECTION 18), SHORTENS THE TIME TO BRING CLAIMS (SECTION 19), AND MAKES YOU SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA (SECTION 9).

This License Agreement ("Agreement") is a binding contract between Revivo Design LLC, a New York limited liability company ("Revivo Design", "we", "us", "our"), and the business entity or person that installs, accesses, or uses Boro PM ("Customer", "you", "your"). You accept this Agreement by clicking "I Agree" or checking an acceptance box, by installing the Software, or by signing in to or using the Software, whichever happens first. If you accept on behalf of a firm or other entity, you represent and warrant that you have authority to bind it, and "you" means that entity and each of its Authorized Users.

If you do not agree to every term of this Agreement, do not install, access, or use the Software.

1. Definitions

"Software" means the Boro PM desktop application in every edition, version, and form (including object code, bytecode, and any portion of it), its installers, updates, upgrades, and patches, its user interface and screens, its checklist, schedule, and document templates, workflows, built-in reference data, documentation, and any online service we operate in connection with it, including the account, license-verification, and update services.

"Account" means the sign-in credentials we issue to you. "Authorized User" means an individual employee or individual contractor of yours whom you permit to use the Software under your Account. "Seat" means one computer on which the Software may be signed in under an Account at a time.

"Subscription" means your right to use the Software for a period and number of Seats, on the fees and purchase terms presented when you bought it or, for a complimentary Subscription, on the terms we state in writing.

"Customer Data" means all information you or your Authorized Users enter into, import into, generate with, or store using the Software, including jobs, filings, documents, drawings, contacts, notes, and schedules.

"Outputs" means anything the Software produces or displays, including checklists, statuses, rankings, reminders, reports, drafts, summaries, and suggestions, whether or not generated using AI.

"Reference Data" means information included in or retrieved by the Software that comes from third parties or public sources, such as zoning and lot data, agency contact lists, form names, and code or rule references.

"Third-Party Services" means any product, service, or data not provided by Revivo Design, including AI model providers, AI assistants you connect to the Software, email and calendar providers, storage providers, operating systems, and government or agency systems and websites.

"Protected Persons" means Revivo Design and its members, managers, officers, employees, contractors, agents, successors, and assigns.

2. Business Use Only; Eligibility

The Software is offered only for professional and business use. You represent and warrant that you are acquiring and using it solely for business purposes in connection with a trade or profession, and not for personal, family, or household purposes; that you are at least 18 years old; and that your acceptance of this Agreement and use of the Software do not violate any other agreement or obligation you have, including any agreement with your employer.

3. License Grant

Subject to your continuous compliance with this Agreement and timely payment of all fees, we grant you a limited, personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license, during your Subscription only, to install and use the object-code form of the Software on up to the number of Seats in your Subscription, solely for the internal business operations of your firm and solely by Authorized Users.

The Software is licensed, not sold. No ownership of the Software or any copy of it passes to you. All rights not expressly granted in this Agreement are reserved by Revivo Design, and no rights are granted by implication, estoppel, or otherwise.

4. Accounts, Seats, and Verification

You are responsible for all activity under your Account, whether or not authorized by you, and for every Authorized User's compliance with this Agreement; any breach by an Authorized User is your breach. You will keep credentials confidential, will not share an Account among more people or computers than your Subscription allows, and will notify us immediately at [email protected] of any unauthorized use.

You acknowledge that the Software verifies your Account and Subscription with our online service at sign-in and periodically afterwards, that it records identifiers for each computer to count Seats, and that it may stop operating, without liability to you, if your Subscription ends or is suspended, if verification fails, if it cannot complete verification within the offline period stated in the Software, or if we detect a breach of this Agreement.

5. Restrictions

Except as expressly permitted in Section 3, you will not, and will not permit, assist, or enable any person to, directly or indirectly: (a) copy, reproduce, duplicate, mirror, or frame the Software or any part of it, by any means, in whole or in part; (b) modify, translate, adapt, port, or create derivative works of the Software; (c) reverse engineer, decompile, disassemble, deobfuscate, decrypt, unpack, or otherwise attempt to derive or reconstruct the source code, object code, structure, sequence, organization, algorithms, data models, or internal design of the Software, except only to the extent applicable law expressly permits this notwithstanding a contractual prohibition, and then only after giving us written notice and a reasonable opportunity to provide what you need; (d) circumvent, disable, bypass, tamper with, or interfere with any license check, account verification, Seat count, integrity check, encryption, obfuscation, or other technological measure that controls access to or protects the Software, which may also violate 17 U.S.C. § 1201; (e) remove, alter, or obscure any copyright, trademark, or other proprietary notice or rights-management information, which may also violate 17 U.S.C. § 1202; (f) sell, resell, rent, lease, lend, license, sublicense, assign, distribute, publish, transmit, host, or otherwise make the Software or access to it available to any third party, including as a service bureau, time-sharing, or hosted service; (g) use the Software to build, train, benchmark, improve, or assist in creating any product or service that competes with or substitutes for the Software, or permit access to the Software by any competitor of Revivo Design; (h) publicly disclose the results of any performance or security testing of the Software without our prior written consent (security issues must be reported privately to [email protected]); or (i) use the Software in violation of any law or third-party right.

Without limiting the foregoing, you will not use, and will not permit any person to use, artificial intelligence, machine learning, large language models, coding assistants, agents, scripts, bots, crawlers, scrapers, screen-recording or screen-scraping tools, or any other automated or manual means to access, extract, copy, reproduce, transcribe, summarize, describe, analyze for the purpose of replication or imitation, or train or fine-tune any model on, the Software's code, files, interface, screens, layouts, templates, checklists, workflows, data structures, text, or any other non-public element of the Software. Connecting an AI assistant through the Software's built-in connector solely to work with your own Customer Data is permitted, and you remain responsible for that assistant's actions.

Any use of the Software beyond the license granted in Section 3, or in breach of this Section 5, is unlicensed and constitutes infringement of our intellectual property rights as well as breach of this Agreement.

6. Ownership and Intellectual Property

The Software and all copies, portions, modifications, and derivative works of it, and all intellectual property rights in any of them anywhere in the world, including copyrights, trade secrets, trademarks, trade dress, patents, and rights in databases, templates, compilations, and selection and arrangement, are and will remain the sole and exclusive property of Revivo Design and its licensors. The Software's code, structure, sequence, organization, templates, checklists, and workflows are valuable trade secrets and original works of authorship of Revivo Design.

"Boro PM", the Boro PM logo, and related names and marks are trademarks of Revivo Design. You receive no right to use them.

If you or any Authorized User provides suggestions, ideas, or feedback about the Software, you assign to Revivo Design all right, title, and interest in them, and we may use them for any purpose without obligation or compensation to you.

7. Confidentiality

The non-public elements of the Software, including its code, files, design, internal workings, templates, pricing, and any non-public information we disclose to you, are our Confidential Information. You will use our Confidential Information only to use the Software as this Agreement permits, will not disclose it to anyone other than Authorized Users who need it for that purpose and are bound by obligations at least as protective as these, and will protect it with at least the care you use for your own most sensitive information and never less than reasonable care. These obligations last during this Agreement and for as long afterwards as the information remains a trade secret or, for other Confidential Information, five years.

8. Protection Measures, Monitoring, and Audit

You acknowledge that the Software contains technological protection measures, including account verification, Seat counting, code obfuscation, integrity verification, copyright notices, and unique identifying marks that allow copies and derivatives of the Software to be identified. You consent to the Software transmitting to us, and to our recording, information needed to operate and enforce these measures, such as your Account, computer identifiers, Software version, sign-in and verification events, Seat-limit events, and reports that the Software has been modified or tampered with. This information does not include your Customer Data.

On fifteen (15) days' written notice, not more than once in any twelve-month period (and at any time if we reasonably suspect a breach), you will certify in writing your compliance with this Agreement and the number of computers and users with access to the Software, and will provide records reasonably needed to verify it. If any verification reveals use beyond your Subscription, you will promptly pay the fees for that use at our then-current list prices, and if the excess exceeds five percent (5%), you will also reimburse our reasonable costs of verification. We may suspend or disable any Account or copy of the Software used in breach of this Agreement.

9. Customer Data and Backups

As between you and us, you own your Customer Data. The Software stores Customer Data on computers and storage that you control. We do not host, receive, copy, or back up your Customer Data, and we therefore cannot recover, restore, or reconstruct it for any reason.

YOU ARE SOLELY RESPONSIBLE FOR YOUR CUSTOMER DATA, INCLUDING ITS ACCURACY, LEGALITY, SECURITY, AND INTEGRITY, AND FOR MAKING AND TESTING REGULAR, INDEPENDENT BACKUPS OF IT. You acknowledge that Customer Data can be lost, corrupted, overwritten, altered, or made inaccessible as a result of, among other things, software errors or defects, updates, crashes, power loss, hardware or storage failure, operating-system behavior, malware, synchronization or backup tools, Third-Party Services, theft, or user error, and you assume all risk of any such loss. Revivo Design will have no liability whatsoever for any loss, corruption, alteration, or unavailability of Customer Data, regardless of cause.

To operate Accounts we process limited account information: your name, firm, email address, Subscription details, computer identifiers, sign-in and verification events, and your acceptance of this Agreement. Our Privacy Policy at boropm.com/privacy describes this processing.

10. Reference Data and Third-Party Services

Reference Data is provided for convenience only, may be incomplete, outdated, or inaccurate, and is not verified by us. You will verify any Reference Data against the official source before relying on it.

Your use of any Third-Party Service is solely between you and its provider, is governed by that provider's terms and privacy practices, which you are responsible for reviewing and accepting, and is at your sole risk. We do not endorse, control, or warrant any Third-Party Service and are not responsible for its availability, security, accuracy, data handling, fees, or acts or omissions. You release the Protected Persons from all claims arising from any Third-Party Service.

11. AI Features

Some features send information you select to an AI model provider using an account and credentials that you or your firm supply, and you are solely responsible for that account, its fees, and the information you send through it. AI-generated Outputs are probabilistic and may be incomplete, outdated, misleading, or wrong, including when they appear confident or cite sources. The Software presents AI-generated changes for your review and does not apply them until you accept them; every acceptance is your decision. Our AI Disclosure at boropm.com/ai-disclosure describes these features and forms part of this Agreement.

12. Professional Responsibility; No Reliance on Outputs

The Software is an administrative project-management tool. Revivo Design is not an architect, engineer, expediter, code consultant, attorney, or other licensed professional, does not provide professional services through the Software, and does not enter into any professional, fiduciary, advisory, or agency relationship with you. No Output is professional advice, a code or zoning determination, or a representation that any requirement does or does not apply.

Checklists, templates, schedules, reminders, rankings, and other Outputs are general aids that may not fit any particular project, building, jurisdiction, filing, or date, and the laws, codes, rules, forms, and agency practices they reflect change frequently. You will exercise your own independent professional judgment and will verify every requirement, deadline, code section, and filing against the official source and the edition and rules that govern the project. You and the registered design professionals and other professionals on each project are solely responsible for all drawings, specifications, filings, submissions, certifications, code and zoning compliance, schedules, communications with clients and agencies, and the outcome of any review.

We do not guarantee, and will have no liability for, any approval, permit, sign-off, certificate, objection resolution, schedule, deadline, or other result, or for any missed deadline or requirement, application denial, stop-work order, violation, penalty, fine, fee, delay, rework, construction defect, cost overrun, professional-liability claim, disciplinary matter, property damage, or personal injury, whether or not related to an Output.

13. Fees, Renewal, Cancellation, and Taxes

You will pay all fees for your Subscription as stated at purchase, in advance, through our authorized reseller or payment provider, whose checkout terms also apply to the purchase. Unless the purchase terms state otherwise, your Subscription renews automatically for successive periods of the same length at the then-current price until cancelled. The renewal terms, price, and cancellation method are presented to you before purchase. You may cancel at any time through the method provided at purchase or by emailing [email protected]; cancellation takes effect at the end of the current paid period.

Except where the purchase terms or applicable law require otherwise, all fees are non-refundable, including for partial periods, unused Seats, or downgrades. You must notify us in writing of any billing dispute within thirty (30) days of the charge or the charge is final. Fees exclude all taxes, which you will pay unless our reseller collects them. We may change prices for future periods on at least thirty (30) days' notice, and may suspend access while any amount is overdue.

14. Updates, Support, and Changes

We may, but are not obliged to, provide updates, which may add, change, or remove features, and some may be required to continue using the Software or our services. Support, if any, is provided by email on a reasonable-efforts basis, without any response time or service-level commitment unless agreed in a signed writing. We may modify, suspend, or discontinue the Software or any feature or service at any time; if we discontinue the Software entirely during a paid Subscription period, your sole and exclusive remedy is a refund of the prepaid fees for the unused portion of that period.

15. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, ALL OUTPUTS, REFERENCE DATA, AND SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS", AND REVIVO DESIGN, ON BEHALF OF ITSELF AND THE OTHER PROTECTED PERSONS AND ITS LICENSORS, EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR COMPLIANCE WITH ANY LAW, CODE, OR REGULATORY REQUIREMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR ERROR, BE SECURE OR FREE OF HARMFUL COMPONENTS, BE COMPATIBLE WITH ANY HARDWARE, SOFTWARE, OR THIRD-PARTY SERVICE, PRESERVE OR PROTECT ANY CUSTOMER DATA, OR THAT ANY ERROR WILL BE CORRECTED, OR THAT ANY OUTPUT OR REFERENCE DATA WILL BE ACCURATE, CURRENT, OR COMPLETE. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

15A. Assumption of Risk; Release; Hold Harmless

YOU USE THE SOFTWARE, ALL OUTPUTS, REFERENCE DATA, AI FEATURES, CONNECTED AI ASSISTANTS, BACKUP AND RESTORE FUNCTIONS, UPDATES, AND SERVICES ENTIRELY AT YOUR OWN RISK. You acknowledge that software can fail, that data can be lost or corrupted, that checklists, schedules, reminders, and other Outputs can be wrong, incomplete, or out of date, that AI can produce false or misleading results, that updates, license checks, and online services can interrupt or disable the Software, and that you have independently evaluated these risks and freely chosen to accept them. You assume all such risks, known and unknown.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOURSELF, YOUR FIRM, YOUR AUTHORIZED USERS, AND ANYONE CLAIMING THROUGH YOU, IRREVOCABLY RELEASE, WAIVE, AND FOREVER DISCHARGE THE PROTECTED PERSONS FROM, AND AGREE TO HOLD THEM HARMLESS AGAINST, ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT ARISE OUT OF OR RELATE IN ANY WAY TO THE SOFTWARE OR THIS AGREEMENT, INCLUDING ANY LOSS, CORRUPTION, DISCLOSURE, OR UNAVAILABILITY OF CUSTOMER DATA OR FILES; ANY ERROR, DEFECT, BUG, CRASH, INTERRUPTION, OR SECURITY INCIDENT; ANY OUTPUT, REFERENCE DATA, OR AI RESULT AND ANY RELIANCE ON IT; ANY MISSED OR INCORRECT DEADLINE, REQUIREMENT, FILING, SUBMISSION, OR RESPONSE; ANY APPLICATION DENIAL, OBJECTION, VIOLATION, STOP-WORK ORDER, PENALTY, FINE, OR DELAY; ANY ACTION TAKEN BY AN AI ASSISTANT YOU CONNECT; ANY UPDATE, LICENSE CHECK, SUSPENSION, OR DISABLING OF THE SOFTWARE; ANY BACKUP, RESTORE, IMPORT, OR EXPORT; AND ANY THIRD-PARTY SERVICE. THIS RELEASE APPLIES TO CLAIMS ARISING FROM THE ORDINARY NEGLIGENCE OF ANY PROTECTED PERSON, AND UNDER ANY THEORY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE.

You knowingly waive the benefit of any statute or rule of law that would otherwise limit a general release to claims known or suspected at the time it is given. If you use the Software free of charge, including during any trial, pilot, preview, or complimentary period, the Protected Persons have no liability to you of any kind. This Section does not release liability that applicable law does not permit to be released, such as liability for a Protected Person's fraud, gross negligence, or willful misconduct, and in that case this Section applies to the fullest extent the law allows.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY PROTECTED PERSON BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, CLIENTS, GOODWILL, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; COST OF PROCURING SUBSTITUTE GOODS, SERVICES, OR DATA; BUSINESS INTERRUPTION; PROJECT, FILING, PERMIT, OR CONSTRUCTION DELAY; PENALTIES, FINES, OR FEES IMPOSED BY ANY AUTHORITY; OR CLAIMS BY YOUR CLIENTS OR OTHER THIRD PARTIES; IN EACH CASE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, ANY OUTPUT, OR ANY THIRD-PARTY SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THEY WERE FORESEEABLE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALL PROTECTED PERSONS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, ANY OUTPUT, AND ANY SERVICE, FOR ALL CLAIMS COMBINED UNDER ANY THEORY, WILL NOT EXCEED THE LESSER OF (A) THE FEES YOU ACTUALLY PAID TO REVIVO DESIGN FOR THE SOFTWARE IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US $100). IF YOU HAVE PAID NO FEES, THE PROTECTED PERSONS HAVE NO LIABILITY TO YOU.

THESE EXCLUSIONS AND LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK IN THIS AGREEMENT, THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN, AND THAT WE WOULD NOT PROVIDE THE SOFTWARE WITHOUT THEM. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT LAWFULLY BE LIMITED, AND IN THAT CASE OUR LIABILITY IS LIMITED TO THE MINIMUM EXTENT THE LAW REQUIRES. THESE LIMITATIONS DO NOT LIMIT YOUR OBLIGATIONS TO PAY FEES, YOUR INDEMNIFICATION OBLIGATIONS, OR YOUR LIABILITY FOR BREACH OF SECTIONS 5 THROUGH 8.

17. Exclusive Remedies

If the Software fails to operate substantially as described in its documentation and you notify us in writing during your paid Subscription period, our entire obligation and your sole and exclusive remedy is, at our option, to use reasonable efforts to correct the failure or to terminate your Subscription and refund the prepaid fees for the unused portion of the then-current paid period.

18. Indemnification

You will defend, indemnify, and hold harmless the Protected Persons from and against any and all claims, demands, actions, investigations, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' and experts' fees) arising out of or relating to: (a) your projects, clients, filings, submissions, drawings, or professional services; (b) your Customer Data, including any claim that it infringes or violates any right or law; (c) your or your Authorized Users' use of the Software, any Output, any AI feature or connected AI assistant, or any Third-Party Service; (d) your breach of this Agreement or violation of any law; (e) any dispute between you and any Authorized User, client, consultant, contractor, or agency; or (f) any claim by your clients, building owners or occupants, contractors, consultants, employees, insurers, or any government agency that relates in any way to the Software or its use. This obligation applies even if the claim alleges the negligence of a Protected Person, to the fullest extent permitted by law. We may participate in the defense with counsel of our choosing at our expense, and you will not settle any claim that imposes any obligation or admission on a Protected Person without our prior written consent.

19. Time Limit for Claims

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER IT ACCRUES, OR IT IS PERMANENTLY BARRED.

20. Dispute Resolution; Arbitration; Class and Jury Waiver

Informal resolution. Before starting any proceeding, a party must send the other a written notice describing the dispute and the relief sought (to us at [email protected]), and the parties will try in good faith to resolve it for thirty (30) days.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Software, or the relationship between you and any Protected Person, including its formation, scope, validity, or enforceability, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York County, New York, and conducted in English. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court of competent jurisdiction.

Class and representative action waiver. ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one party or preside over any class or representative proceeding.

Jury waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE.

Exceptions. Notwithstanding the above, Revivo Design may bring an action in any court of competent jurisdiction (a) for temporary, preliminary, or permanent injunctive or other equitable relief to protect its intellectual property, Confidential Information, or the Software, or to stop unauthorized use, and (b) to collect unpaid fees. Subject to this Section, the state and federal courts located in New York County, New York have exclusive jurisdiction over any court proceeding, and you consent to their personal jurisdiction and venue.

21. Remedies for Unauthorized Use

You acknowledge that any breach of Sections 5, 6, 7, or 8 will cause Revivo Design irreparable harm for which money damages would be inadequate, and that Revivo Design is entitled to injunctive and other equitable relief to prevent or stop it, without posting a bond or proving actual damages, in addition to all other remedies available at law, in equity, or under this Agreement, including remedies for copyright infringement, misappropriation of trade secrets under the Defend Trade Secrets Act and state law, and violations of 17 U.S.C. §§ 1201 and 1202.

Because the damages from unauthorized copying, distribution, or use of the Software are difficult to determine, for each unauthorized copy, installation, Seat, user, or derivative work you will pay, as liquidated damages and not as a penalty, an amount equal to three (3) times our then-current list price for a twelve-month Subscription for one Seat, which the parties agree is a reasonable estimate of the minimum harm, without prejudice to our right to recover greater actual or statutory damages or injunctive relief.

In any proceeding to enforce Sections 5 through 8 or to collect fees, the prevailing party is entitled to recover its reasonable attorneys' fees, expert fees, and costs.

22. Term and Termination

This Agreement takes effect when you accept it and continues while you have an active Subscription. We may suspend or terminate your Account, any Subscription, and this Agreement immediately on notice if you breach Sections 2, 4, 5, 6, 7, 8, or 13, or for any other material breach not cured within ten (10) days after notice. We may also terminate for convenience at the end of any paid Subscription period on notice. You may terminate at any time by cancelling your Subscription and uninstalling the Software.

On any expiration or termination, your license ends immediately, you will stop all use of and uninstall and destroy all copies of the Software in your possession or control, and, on request, certify this in writing. Termination does not entitle you to any refund except as expressly stated in Sections 14 or 17. Sections 1, 2, and 5 through 27, and any other provision that by its nature should survive, survive expiration or termination.

23. No Personal Liability

You agree that Revivo Design LLC alone is the contracting party under this Agreement, that its obligations are solely the obligations of the company, and that no member, manager, officer, employee, contractor, or agent of Revivo Design has any personal liability to you or any Authorized User under or in connection with this Agreement or the Software. To the fullest extent permitted by law, you waive and release all such claims against those persons and will look solely to the assets of Revivo Design LLC, subject to the limitations in this Agreement. Those persons are intended third-party beneficiaries of this Section and of Sections 15, 15A, 16, 18, 19, and 20.

24. Force Majeure

No Protected Person will be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility, internet, or hosting failures, failures of Third-Party Services, cyberattacks, or denial-of-service attacks.

25. Export, Sanctions, and Government Use

You will comply with all applicable export-control and sanctions laws and will not use or permit access to the Software in, or by any person in or ordinarily resident in, any embargoed country or on any restricted-party list. The Software is "commercial computer software" and its documentation is "commercial computer software documentation", and any government use is subject solely to this Agreement.

26. Electronic Acceptance and Communications

You agree that this Agreement may be accepted electronically, that your electronic acceptance is binding and has the same effect as a handwritten signature, and that our electronic records of your acceptance, including the version accepted and its date and time, are conclusive evidence of your acceptance absent manifest error. You consent to receive notices and communications from us electronically, including by email to the address on your Account and by notice in the Software.

27. General

Entire agreement; non-reliance. This Agreement, together with the purchase terms for your Subscription, the Privacy Policy, and the AI Disclosure, is the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous proposals, statements, marketing materials, demonstrations, and agreements, oral or written. You acknowledge that in entering into this Agreement you have not relied on any statement, representation, or promise not expressly set out in it. If this Agreement conflicts with any purchase order or other document you provide, this Agreement controls and your terms have no effect.

Changes. We may update this Agreement. We will notify you of material changes, and the Software may require you to accept the updated version to continue using it. The updated version applies from your acceptance; if you do not accept it, your sole remedy is to stop using the Software and cancel your Subscription.

Severability and reformation. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and reformed to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force. If the class-action waiver in Section 20 is found unenforceable as to any claim, that claim must proceed in court and not in arbitration.

Assignment. You may not assign, delegate, or transfer this Agreement or any rights or obligations under it, by operation of law, change of control, or otherwise, without our prior written consent, and any attempt to do so is void. We may assign this Agreement freely. This Agreement binds and benefits the parties and their permitted successors and assigns.

Governing law. This Agreement and all disputes arising out of or relating to it are governed by the laws of the State of New York, without regard to conflict-of-laws principles, and the United Nations Convention on Contracts for the International Sale of Goods does not apply.

Miscellaneous. No failure or delay in exercising any right is a waiver of it. The parties are independent contractors, and nothing creates a partnership, joint venture, employment, fiduciary, or agency relationship. Except as stated in Section 23, there are no third-party beneficiaries. Headings are for convenience only, "including" means "including without limitation", and no provision will be construed against the party that drafted it. Notices to us must be sent to Revivo Design LLC, New York, NY, [email protected].