End User License Agreement

RevOptic (Ayara, Inc.)
Effective Date: January 1, 2026

1. Scope and Applicability

This End User License Agreement ("Agreement") governs the use of the RevOptic platform and associated services ("Platform") by any individual ("User") who accesses the Platform under a Master Software Subscription Agreement ("MSA") executed between RevOptic and the User's employer or contracting entity ("Customer").


Users are bound by this Agreement by virtue of the MSA executed by Customer. No separate acceptance by individual Users is required. Customer is responsible for ensuring that all Users are aware of and comply with the terms of this Agreement prior to accessing the Platform.

This Agreement applies to all Users regardless of the access method, device, or location from which the Platform is accessed.


2. Definitions

As used in this Agreement:

2.1 "Customer" means the entity that has executed an MSA with RevOptic for access to the Platform.

2.2 "Order Form" means the ordering document executed by Customer and RevOptic specifying the scope, term, and entitlements of Customer's Subscription.

2.3 "Platform" means the RevOptic cloud-based software and associated services made available to Customer under the MSA, as described in the applicable Order Form and Documentation.

2.4 "User" means any individual employee or contractor of Customer who is authorized by Customer to access and use the Platform under the MSA and applicable Order Form.


3. License Grant

Subject to the terms of this Agreement and the MSA, RevOptic grants each User a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely for Customer's internal business purposes during the applicable Subscription Term. This right does not constitute a sale or transfer of any ownership interest in the Platform or any component thereof.

All rights not expressly granted herein are reserved by RevOptic.


4. Permitted Use

4.1 Users may access and use the Platform only to the extent authorized by Customer's Order Form, including any restrictions on modules, features, or number of authorized Users.

4.2 User subscriptions are issued to named individuals and may not be shared across multiple people. A User subscription may be reassigned to a replacement individual where the original User no longer requires access.

4.3 Users may not access the Platform in excess of the entitlements specified in the applicable Order Form.


5. Prohibited Conduct

Users shall not, directly or indirectly:

5.1 Unauthorized Access. Attempt to gain access to any portion of the Platform, systems, or networks beyond the scope of their authorized User account.

5.2 Reverse Engineering. Decompile, disassemble, translate, reverse engineer, or otherwise attempt to derive the source code, object code, or underlying structure of the Platform or any component thereof.

5.3 Competitive Use. Access or use the Platform to build, support, or assist in building or supporting any product or service that competes with the Platform, or to copy any features, functions, or interfaces of the Platform.

5.4 Unauthorized Distribution. Sublicense, sell, resell, rent, lease, transfer, distribute, or otherwise make the Platform available to any party other than authorized Users under the applicable Order Form.

5.5 Harmful Content. Use the Platform to store, transmit, or process any material that is unlawful, infringing, defamatory, obscene, or in violation of any third-party rights.

5.6 Malicious Code. Introduce or transmit any virus, worm, malware, or other harmful or disruptive code through the Platform.

5.7 Platform Integrity. Interfere with or disrupt the integrity, performance, or availability of the Platform or any data contained therein.

5.8 Benchmarking. Publicly disclose or disseminate any performance data, benchmarks, or analysis relating to the Platform without RevOptic's prior written consent.

5.9 Credential Sharing. Share User credentials or allow any unauthorized individual to access the Platform using a User's account.


6. Account Security

6.1 Each User is responsible for maintaining the confidentiality of their account credentials and for all activity that occurs under their account.

6.2 Users must notify Customer immediately upon becoming aware of any unauthorized access to or use of their account. Customer is responsible for notifying RevOptic in accordance with the MSA.

6.3 RevOptic is not liable for any loss or damage arising from a User's failure to maintain the security of their credentials.


7. Amendments

RevOptic may update this Agreement from time to time. When changes are made, RevOptic will post the updated Agreement at revoptic.io/legal/eula and provide reasonable notice to Customer. Continued use of the Platform following the effective date of any update constitutes acceptance of the revised Agreement. If Customer objects to any update, Customer may exercise its termination rights under the MSA.


8. Suspension of Individual User Access

RevOptic reserves the right to suspend an individual User's access to the Platform, without terminating the MSA, upon notice to Customer if RevOptic reasonably determines that the User has violated any provision of this Agreement. RevOptic will work with Customer in good faith to resolve the circumstances giving rise to any suspension. Suspension of an individual User's access does not entitle Customer to any refund of fees.


9. Governing Law

This Agreement is governed by the laws of the State of California and the United States, without regard to conflict of law provisions, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. Any disputes arising under this Agreement are subject to the dispute resolution provisions of the MSA.


10. Contact

Questions regarding this Agreement should be directed to:

RevOptic Support support@revoptic.io revoptic.io

This Agreement is incorporated by reference into the RevOptic Master Software Subscription Agreement. Capitalized terms used but not defined herein have the meanings given to them in the MSA.