SOFTWARE LICENSE AGREEMENT

The parties agree as follows:

1. DEFINITIONS
Software: The software product licensed by the Reseller to the Customer under this Agreement.
License Fees: The fees paid by the Customer to the Reseller for the use of the Software.

2. LIMITATION OF LIABILITY
2.1. No Warranty – The Software is provided “as is” and “as available,” without any warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
2.2. General Exclusions and Force Majeure – The Reseller shall not be held liable for any service interruptions, outages, or degradation of services resulting from circumstances beyond the Reseller’s reasonable control, including, but not limited to, changes or modifications made to installed equipment by third parties, acts of God, natural disasters, pandemics, governmental actions, strikes, network failures, or any other events or conditions that are outside the Reseller’s direct control. The Reseller’s performance obligations under this Agreement shall be suspended for the duration of any such event, and no liability shall accrue for delays or failure to perform caused by these circumstances.
2.2. Exclusion of Damages – Under no circumstances shall the Reseller be liable to the End User or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, lost profits, data loss, or business interruption), arising out of or in connection with the use or inability to use the Software, even if Reseller has been advised of the possibility of such damages.
2.3. Maximum Liability – In no event shall the total liability of the Reseller under this Agreement exceed the total amount paid to the Reseller for the license to use the Software during the twelve 12 months preceding the event giving rise to the claim.
2.4. Indemnification – The End User agrees to indemnify and hold harmless the Reseller from and against any claims, liabilities, losses, damages, and expenses (including legal fees) arising out of or in connection with the End User’s use of the Software in violation of this Agreement.

3. PRICING AND PAYMENT TERMS
3.1 License Fees – The Customer agrees to pay all License Fees as specified in the applicable invoice or Order Form provided by the Reseller. All fees are non-refundable and must be paid in full unless explicitly stated otherwise.
3.2 Payment Due Date – The Customer shall remit payment to the Reseller within 30 days of the invoice date. Failure to make payment by the due date will result in delays in receiving access to the Software, as the Reseller will not process orders or obtain licensing from the Software Provider until full payment is received. Subsequent invoices for renewal shall be due within 30 days of the invoice date. If the Customer wishes to cancel the renewal, they must provide written notice of cancellation at least 45 days prior to the end of the current term. If written notice is not provided by the required date, the renewal invoice will remain due under the standard Net 30 terms.
3.3 Taxes – The Customer is responsible for all applicable taxes, duties, and governmental charges associated with the License Fees, excluding taxes on the Reseller’s income.
3.4 Late Payments – Late payments will incur interest at the rate of 5% per month or the maximum amount permitted by law, whichever is lower. If the Customer’s account remains delinquent for 90 days, the Reseller reserves the right to terminate this Agreement upon written notice. Additionally, the outstanding balance will be referred to a collections agency for further action. The Customer shall be responsible for any costs associated with the collection of unpaid amounts, including but not limited to agency fees, legal fees, and court costs.
3.5 Pricing and License Change Disclaimer – The customer acknowledges and agrees that license requirements, associated costs, and service terms may be subject to unforeseen changes imposed by third parties, such as changes in subscription features, pricing, or licensing terms by providers like Microsoft or other licensors. While Focused Technologies Inc. endeavors to provide the most accurate and up-to-date information at the time of quotation, all quoted license requirements and pricing are presented in good faith and are subject to change. Focused Technologies Inc. will not be held liable for any adjustments to pricing or service terms resulting from such third-party changes.

4. COMPLIANCE AND AUDIT RIGHTS
4.1 Compliance with License Terms – The Customer agrees to use the Software strictly in accordance with the terms of this Agreement, including but not limited to user limits, geographic restrictions, and authorized use cases. The Customer shall not attempt to modify, reverse-engineer, or otherwise misuse the Software.
4.2 Compliance of the Software Provider – The Reseller represents that the Software is licensed from Preveil, Inc., which warrants that it complies with all applicable laws, regulations, and intellectual property rights. In the event of a compliance issue attributable to the Software Provider, the Reseller will make reasonable efforts to assist the Customer in resolving the matter but assumes no liability beyond what is expressly stated in this Agreement.
4.3 Audit Rights – The Reseller reserves the right to audit the Customer’s use of the Software to ensure compliance with the license terms. Any such audit will be conducted without unduly disrupting the Customers operations.

5. DATA AND PRIVACY
5.1 Data Ownership – The Customer retains all rights, title, and interest in and to any data provided by the Customer to the Software. The Reseller does not claim any ownership of such data but may use it solely for the purpose of providing support and services under this Agreement.
5.2 Data Protection and Privacy – Both parties agree to comply with all applicable data protection and privacy laws, including but not limited to [specify applicable laws, e.g., GDPR, CCPA]. The Customer acknowledges that the Software may process personal data, and the Reseller will take appropriate technical and organizational measures to safeguard such data.
5.3 Customer Responsibility – The Customer is responsible for ensuring that they have obtained all necessary consents or authorizations to provide personal data to the Software. The Customer shall not upload, store, or transmit any data that violates applicable privacy laws or that infringes on third-party rights.
5.4 Data Processing Agreement (DPA) – If applicable, the Reseller will enter into a separate Data Processing Agreement (DPA) with the Customer to govern the processing of personal data, where the Reseller acts as a data processor. The DPA will specify the purposes, scope, and duration of data processing, as well as the rights and obligations of both parties regarding personal data.
5.5 Data Retention and Deletion – The Reseller agrees to retain Customer data only as long as necessary to provide the Software services. Upon termination of this Agreement, the Reseller will securely delete or return all Customer data as per the terms outlined in the DPA (if applicable), unless otherwise required by law to retain it.
5.6 Third-Party Subprocessors – The Reseller may engage third-party subprocessors to assist with the processing of Customer data. The Reseller will ensure that any subprocessors are contractually bound to protect the privacy and security of Customer data in accordance with this Agreement and applicable laws.

6. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Any disputes arising from or related to this Agreement shall be resolved through [arbitration/court proceedings] in the city of Stow.

7. TERM AND TERMINATION
7.1 Term – This Agreement shall remain in effect until terminated as provided herein. The Agreement may be terminated by the Reseller or mutually terminated by both parties as outlined below.
7.2 Termination for Breach – The Reseller may terminate this Agreement immediately upon written notice to the Customer if the Customer breaches any material term of this Agreement, including but not limited to failure to pay License Fees.
7.3 Mutual Termination – This Agreement may be terminated at any time by mutual written consent of both parties. Termination will be effective only when both parties have signed a written agreement. Upon termination, both parties agree to cooperate in returning property, settling financial obligations, and ensuring an orderly transition. All rights and obligations shall cease, except for those that naturally survive termination, including confidentiality, indemnity, and liability provisions. Termination will not affect any accrued rights or liabilities as of the termination date.
7.4 Software Terms and Master Agreement Incorporation – The parties agree that the terms governing the use of the Software License Agreement, including any updates, modifications, or changes to those terms, are subject to the provisions of Focused Technologies, Inc.’s Master Agreement, located at www.focused-technolgoies.com/master-agreement. These online terms supersede any conflicting provisions in this Agreement. By signing this Agreement, the parties acknowledge and agree to be bound by the Master Agreement, including any amendments made from time to time at Focused Technologies, Inc.’s sole discretion. Any updates or changes to the Master Agreement will be effective immediately upon being posted on the website. It is the responsibility of the parties to periodically review the Master Agreement for any updates. By continuing to engage in activities governed by this Agreement after updates are posted, the parties expressly agree to be bound by the updated terms.