End User License Agreement & Privacy Policy

Published: January, 1, 2022



Timbersite by SkillRev, LLC SkillRev, LLC dba Koyal Technologies 

1901 Cobblestone Court Edmond, OK 73034 Registered in Oklahoma County, in Edmond, OK 



Contact Information: Email: info@skillrev.dev 

Phone: +1 580-278-5033  



Preamble and Recitals WHEREAS, SkillRev, LLC, a Limited Liability Company organized under the laws of the State of Oklahoma, United States, with a principal business address at 409 Crown Colony Ln, Edmond, OK 73034 ("The Company" or "Licensor"), is the owner and operator of the proprietary software known as "Timbersite"; WHEREAS, "You" refers to the end-user, either an individual or a single entity, authorized to use the Timbersite software ("Software") under the terms and conditions stated herein; WHEREAS, the Software may be acquired directly from The Company or indirectly through distributors or resellers authorized by The Company; WHEREAS, this End-User License Agreement ("EULA" or "Agreement") serves as the governing document that establishes the terms and conditions under which the Software may be acquired, installed, accessed, or utilized by You; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, You and the Company agree as follows: Introduction This End-User License Agreement ("EULA") constitutes a binding legal contract between You (either an individual or a single legal entity) and SkillRev, LLC ("The Company" or "Licensor"). By downloading, installing, or using the Timbersite software ("Software"), whether acquired directly from The Company or indirectly through authorized resellers or distributors, You expressly acknowledge and agree to be bound by the terms and conditions contained within this EULA. If you do not agree to the terms of this EULA, you are not authorized to use the Software and must immediately cease any use and uninstall the Software. 



Article 1: User Eligibility and License Restrictions 



Section 1.01: Age and Employment Status By downloading, installing, or using the Software, you ("Licensee") hereby represent and warrant that you are at least sixteen (16) years of age and that you are an employee or authorized representative of the entity ("Licensed Entity") to which the Software has been licensed. Your use of the Software is subject to your compliance with applicable United States federal, state, and local laws regarding minimum age requirements. 



Section 1.02: Legal Capacity By accepting the terms of this EULA, the Licensee affirms their legal capacity to enter into this Agreement and acknowledges that failure to meet the age or employment criteria set forth in



Section 1.03 may result in the immediate termination of this Agreement and the Licensee's access to the Software. Section 1.03: Scope of License The License granted herein is expressly limited to the Licensee and the Licensed Entity. The Licensee shall not share, distribute, sublicense, lease, or otherwise make the Software or its functionalities available to any secondary construction company, entity, or individual that is not expressly covered under the terms of the existing license with the Licensed Entity. 



Section 1.04: Compliance with Law The Licensee agrees to use the Software in a manner that complies with all applicable laws, rules, and regulations, including but not limited to those governing age restrictions, employment, and software usage. 



Section 1.05: Violations and Penalties Failure to adhere to any of the terms in this Article may result in immediate termination of the License and may expose the Licensee to legal consequences, including but not limited to civil liabilities and criminal penalties.  



Article 2: Account Management and License Allocation 



Section 2.01: Account and License Relationship For the purposes of this EULA, each user account created for accessing the Software shall be intrinsically tied to a single software license ("License"). The License grants the account holder ("Licensee") the right to access and use the Software as stipulated herein. 



Section 2.02: Limitation on Multiple Licenses Unless otherwise specified in writing by the Licensor, multiple Licenses linked to a single user account are expressly prohibited under this Agreement. Each user account shall be limited to a singular License for accessing and using the Software. 



Section 2.03: Future Modifications and Tiers The Company reserves the right, at its sole discretion, to offer additional product tiers or License modifications in the future. Notwithstanding the foregoing, as of the Effective Date of this Agreement, only a basic tier of the Software, as described in the Company's official materials, is available for licensing. 



Section 2.04: License Tier Restrictions The Licensee acknowledges that any future tiered offerings of the Software may be subject to separate terms, conditions, and fees, and that upgrading or downgrading between tiers will require adherence to the then-applicable terms and may result in a change in License fees. 



Section 2.05: Account Security The Licensee is solely responsible for maintaining the confidentiality and security of their account credentials, including but not limited to username and password. Any unauthorized use of the Licensee's account should be immediately reported to the Licensor. 



Section 2.06: Termination for Misuse Failure to comply with the terms outlined in this Article may result in the immediate termination of the License and the deletion of the associated user account, at the sole discretion of the Licensor.



 Article 3: Grant of License 



Section 3.01: License Grant by the Licensor Subject to the terms and conditions set forth in this End-User License Agreement ("EULA"), SkillRev, LLC ("The Company" or "Licensor") hereby grants to you ("Licensee") a revocable, non-exclusive, non-sublicensable, non-transferable, limited right and license ("License") to download, install, and use a copy of the Timbersite software ("Software") on a device controlled by you, solely for your internal business purposes. 



Section 3.02: Scope of License The License granted herein is strictly limited to the use of the Software in accordance with the terms of this EULA and any accompanying documentation. The Licensee shall not use the Software for any purpose that is not explicitly authorized under this Agreement or applicable law. 



Section 3.03: Restrictions on Transfer and Sub-licensing The Licensee shall not sell, lease, assign, transfer, sublicense, disseminate, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except as expressly permitted by applicable law without the possibility of contractual waiver. 



Section 3.04: Revocability The License granted under this EULA is revocable by the Licensor at any time, in its sole and absolute discretion, upon breach or violation of any term herein or upon the failure to comply with any payment or fee schedule that may be applicable to the Licensee's use of the Software. 



Section 3.05: Reservation of Rights The Licensor expressly reserves all rights not expressly granted in this Article. Nothing in this EULA shall operate to transfer any intellectual property rights from the Licensor to the Licensee, except for the limited rights expressly set forth herein. 



Article 4: Restrictions on Use and Conduct Section



4.01: Prohibited Actions and Conduct The Licensee is expressly prohibited from engaging in any of the following activities in relation to the Software: Circumvention of Security: The Licensee shall not, directly or indirectly, circumvent or attempt to circumvent any security measures, authentication systems, or any other protective features implemented by the Licensor in connection with the Software. Interference with Software Operations: The Licensee shall not engage in or facilitate any activity, including but not limited to hacking, Distributed Denial of Service (DDoS) attacks, or any other conduct, that interferes with, disrupts, or compromises the integrity, functionality, or performance of the Software or its associated services. Reverse Engineering: The Licensee shall not reverse-engineer, disassemble, decompile, decode, or attempt to derive or gain access to the source code of the Software, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 



Section 4.02: Legal Consequences Violation of any of the prohibitions set forth in



Section 4.01 may result in the immediate termination of this EULA and the License granted herein, at the sole discretion of the Licensor. Such violations may also expose the Licensee to civil and criminal penalties under applicable laws and regulations. Section 4.03: Reservation of Rights The Licensor expressly reserves the right to take any legal or technical remedies to prevent the violation of this Article and to protect the Software, Licensor's rights and interests, and the rights and interests of its users. 



Article 5: Data Privacy and Security 



Section 5.01: Acknowledgement of Data Sensitivity The Licensee acknowledges that the most sensitive category of data stored or processed through the Software may include customer relationship management (CRM) data, which can consist of customer names, email addresses, physical addresses, and telephone numbers ("Sensitive Data"). 



Section 5.02: Security Measures The Licensee understands and agrees that the Software incorporates certain security features, including but not limited to password-protected user accounts and role-based access controls, to secure the Sensitive Data against unauthorized access and disclosure. 



Section 5.03: User Responsibility for Data Security The Licensee is solely responsible for maintaining the confidentiality of any login information associated with any account used to access the Software and for any activity that occurs under the Licensee’s account. The Licensee shall notify the Licensor immediately upon becoming aware of any unauthorized use of their account or Sensitive Data. 



Section 5.04: Compliance with Applicable Laws The Licensee shall comply with all applicable federal, state, and local laws and regulations governing the collection, storage, and processing of personal data, including but not limited to the United States' data protection legislation. 



Section 5.05: Limitation of Liability The Licensor shall not be liable for any unauthorized access to, or use, alteration, disclosure, or destruction of Sensitive Data unless such event was directly caused by the Licensor’s gross negligence or willful misconduct. Section 5.06: Notification of Data Breach In the event of a data breach involving Sensitive Data, the Licensee and Licensor shall adhere to all statutory obligations regarding notification and reporting, as dictated by applicable laws and regulations. 



Article 6: Limitation of Liability 



Section 6.01: Exclusion of Certain Damages To the maximum extent permitted by applicable law, in no event shall SkillRev, LLC ("The Company" or "Licensor") be liable for any special, incidental, indirect, or consequential damages whatsoever, including, but not limited to, damages for loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, or any other pecuniary loss, arising out of or in any way related to the use of or inability to use the Timbersite software ("Software"). 



Section 6.02: Cap on Liability The total cumulative liability of the Licensor in connection with this End-User License Agreement ("EULA") and the Software, whether in contract or tort or otherwise, shall not exceed the amount paid by the Licensee for the Software under this EULA. 



Section 6.03: Limitation Applies Regardless of Legal Theory The limitations under this Article shall apply regardless of whether the Licensor has been advised of the possibility of such damages and regardless of the theory of liability, whether in contract, tort, negligence, product liability, or otherwise. 



Section 6.04: Exceptions Nothing in this Article shall limit or exclude the Licensor's liability for gross negligence, willful misconduct, or for any other liability that cannot be limited or excluded by applicable law. Section 6.05: Acknowledgement The Licensee acknowledges that the pricing and other terms of this EULA reflect the allocation of risk set forth in this Agreement and that the Licensor would not enter into this Agreement without these limitations on its liability. 



Section 7.01: Governing Law This End-User License Agreement ("EULA") and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of the State of Oklahoma, United States of America, without regard to its conflict of law principles. 



Section 7.02: Jurisdiction The parties irrevocably agree that the courts located within Oklahoma County, in the city of Edmond, State of Oklahoma, United States of America, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this EULA or its subject matter or formation. 



Section 7.03: Exclusion of UN Convention and Choice of Law Rules The application of the United Nations Convention on Contracts for the International Sale of Goods and any state’s Uniform Computer Information Transactions Act is expressly excluded. The laws of the State of Oklahoma shall apply, excluding its choice of law rules. 



Article 8: Amendments and Modifications 



Section 8.01: Right to Amend SkillRev, LLC ("The Company" or "Licensor") reserves the unilateral right to amend, modify, add to, or remove portions of this End-User License Agreement ("EULA") at any time and for any reason, without prior notice to the Licensee. 



Section 8.02: Notification of Changes Any changes to this EULA will be posted on the Company's website or through the Software interface, and, where applicable, notified to you by email or other appropriate means. It is your responsibility to periodically review the most current version of this EULA. 



Section 8.03: Continued Use Constitutes Acceptance Your continued use of the Timbersite software ("Software") following any modification to this EULA will be deemed acceptance of such modifications. If you do not agree to any changes, your sole remedy is to cease using the Software and, if applicable, seek a refund according to the terms of this EULA. 



Section 8.04: Record of Changes The Company shall maintain a version history of this EULA, and each amended version shall be marked with its effective date. All amended versions are incorporated into this EULA by reference. 

Article 9: Entire Agreement, Waiver, and Severability 



Section 9.01: Entire Agreement This End-User License Agreement ("EULA"), along with any addenda, schedules, exhibits, or other supplementary materials incorporated herein by reference, constitutes the entire agreement and understanding between you ("Licensee") and SkillRev, LLC ("The Company" or "Licensor"), relating to the Timbersite software ("Software"). This EULA supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Licensee and Licensor, whether written or verbal, regarding the subject matter of this EULA. 



Section 9.02: No Waiver The failure by either party to enforce any provision of this EULA shall not be construed as a waiver of any provision or right. Any waiver of any provision of this EULA will be effective only if in writing and signed by the waiving party. 



Section 9.03: Severability If any provision of this EULA is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the remainder of this EULA will continue in full force and effect.  



By signing this document, you confirm that you have read, understood, and agree to the terms of this EULA.