Effective Date: 09-22-2025
Licensor: Shane Lambert
Licensee: RiverRail (and its affiliated entities)

1. Grant of License

Shane Lambert (“Licensor”) hereby grants RiverRail (“Licensee”) a non-exclusive, non-transferable, non-sublicensable license to use the proprietary WordPress plugins (“Software”) developed by Licensor for RiverRail’s internal business operations, including but not limited to website functionality, ecommerce, branding, and customer engagement.

This license is limited to the specific plugins delivered by Licensor to Licensee and does not extend to any other software, tools, or code not explicitly included in the delivery package.

2. Scope of Use

Licensee may:

• Install and operate the Software on RiverRail-owned or RiverRail-managed WordPress installations.
• Modify plugin settings and configurations as permitted through the plugin’s user interface.
• Use the Software for commercial purposes solely within RiverRail’s business ecosystem.

Licensee may not:

• Reverse engineer, decompile, or disassemble the Software.
• Resell, redistribute, or sublicense the Software to any third party.
• Use the Software outside of RiverRail’s owned or operated domains or digital properties.
• Remove or alter any copyright, trademark, or proprietary notices embedded in the Software.

3. Ownership and Intellectual Property

All rights, title, and interest in and to the Software—including all source code, design elements, documentation, and derivative works—remain exclusively with Shane Lambert. This license does not constitute a sale of the Software or any intellectual property rights therein.

Licensee acknowledges that the Software is the result of original creative and technical work by Licensor, and agrees not to claim ownership or authorship of the Software or any part thereof.

4. Customization and Derivative Works

Any customization, enhancement, or derivative work created by Licensee based on the Software shall be considered a work for hire and shall remain the sole property of Licensor unless otherwise agreed in writing.

Licensee may request modifications or feature additions, which may be subject to additional development fees and a separate agreement.

5. Support and Maintenance

Licensor may provide support and maintenance services for the Software at his discretion or under a separate service agreement. Unless otherwise agreed:

• Bug fixes and compatibility updates may be provided for up to 12 months from the delivery date.
• Feature enhancements or major version upgrades are not included under this license.

Licensee is responsible for ensuring compatibility with WordPress core updates and third-party plugins unless support is explicitly contracted.

6. Confidentiality

Licensee agrees to treat the Software and any related documentation, source code, or technical information as confidential. Licensee shall not disclose, distribute, or make available any part of the Software to any third party without prior written consent from Licensor.

7. Warranty Disclaimer

The Software is provided “as is” without warranty of any kind, express or implied. Licensor disclaims all warranties, including but not limited to:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Compatibility with future WordPress versions or third-party plugins

Licensee assumes all risks associated with the installation and use of the Software.

8. Limitation of Liability

To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, special, or consequential damages arising out of or related to the use or inability to use the Software, including but not limited to:

• Loss of revenue or profits
• Website downtime or data loss
• Security breaches or plugin conflicts

Licensor’s total liability under this agreement shall not exceed the total amount paid by Licensee for the Software.

9. Termination

This license is effective until terminated. It will terminate automatically if Licensee breaches any of its terms. Upon termination:

• Licensee must cease all use of the Software.
• Licensee must delete all copies of the Software from its systems.
• Any continued use of the Software after termination shall constitute infringement of Licensor’s intellectual property rights.

10. Governing Law and Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of law principles. Any disputes arising under this agreement shall be resolved in the courts located in Winona County, Minnesota.

11. Entire Agreement

This license constitutes the entire agreement between Licensor and Licensee regarding the Software and supersedes all prior or contemporaneous communications, whether oral or written.

Any amendments or modifications must be made in writing and signed by both parties.

12. Attribution and Branding

Licensee agrees to retain any visible or embedded attribution to Shane Lambert within the Software unless otherwise agreed. Licensor may include a discreet credit line or branding element within the plugin interface or documentation, provided it does not interfere with Licensee’s branding or user experience.