This License Agreement (“Agreement”), made and entered into this 4 day of December 2020 (“Agreement Date”), is by and between Agatha Global Tech, LLC, a California Limited Liability Company. (“Licensor”), and You, (“Licensee”).
WHEREAS, Licensee and Licensor wish to enter into this Agreement pursuant to which Licensor will grant to Licensee a NON-EXCLUSIVE license to commercially use and exploit in the specified market, a new and novel computer software ( the “Software”), that will provide an online Search platform allowing Licensee’s clients to obtain real time quotes for Investment Annuities available from a variety of companies in the senior insurance market, and the ability to instantly compare the terms and pricing of each annuity product;
WHEREAS, Licensee shall only include you and shall not include any other individual or entity unless such individual or entity has received written consent to use or access the Software. Field Marketing Offices, agencies and other third-party entities must obtain a license to use the Software by calling 844-500-5050. Unauthorized use by a Field Marketing Office, agency or other third-party entity will be considered a breach of this agreement and Licensor reserves the right to bring legal action against the offending parties as permitted by applicable law.
NOW, THEREFORE, in consideration of the promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto expressly agree as follows:
SECTION 1. CERTAIN DEFINITIONS.
1.1 “Software” shall mean Licensor’s “Agatha global Annuities Genius Software”, and its components, including its computer software and associated media and printed materials, and if applicable, online and/ or electronic documentation.
1.2 “Improvement(s)” shall mean any new release, upgrade, update, enhancement, improvement, modification, or revision to the Software, whether made by Licensee or Licensor.
SECTION 2. GRANT OF LICENSE TO USE SOFTWARE AND NAME
2.1 License of One Copy of Software by Licensor to Licensee. Subject to all of the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Non-Exclusive license to make, use, market and sell products and/or services that incorporate or utilize ONE Subscription of the Software for the term of this License.
Said ONE SUBSCRIPTION shall be utilized by one Licensee’s use as a financial adviser.
Licensee may use the Software for Licensee’s internal business and for commercial operations only in connection with Licensee’s rendering of investment advisor advice to clients.
Licensee is only receiving under the License the rights that Licensor has, and no more, and such rights, if any, are granted on an “as is” basis.
2.2 Said non-exclusive grant of license to use the Software extends only to use and exploitation in the following markets, and no others: "acting as an Investment Adviser, and providing investment advice to clients.
Licensor retains for itself, its successors and assigns, and for other licensees Licensor has or may in the future license, the non-exclusive right to also use the Software in the aforesaid market, as well as the exclusive right to use the Software and its technology in all other markets, including other markets that may be deemed similar to or competitive with Licensee’s business.
2.3 License of Name by Licensor. Subject to all of the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Non-Exclusive license to use the name, “Agatha Global Annuities Genius”, and reasonable variations thereof, in connection with Licensee’s use of the One Subscription of the Software in Licensee’s business, retaining for Licensor and its successors and assigns, the right to use said name and other permutations of said name, and other similar names, for itself and its successors and assigns, and other licensees, in any business venture or context, including those that may be deemed similar to or competitive with Licensee’s business, for the term of this License.
SECTION 3 COPYRIGHT
3.1 All title and copyrights in and to the Software, (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the Software), the accompanying printed materials, and any copies of the Software are, and remain owned by Licensor, and its licensors, successors and assigns.
The Software is protected by copyright laws and international treaty provisions. Licensee must treat the Software like any other copyrighted material. Licensee may not copy the printed materials accompanying the Software.
3.2 Licensor retains exclusive title and ownership of any software materials licensed under this License Agreement even while it is being used by Licensee. From the date of receipt of the Software, Licensee agree to use reasonable effort to protect the Software from unauthorized use, reproduction, distribution or publication.
SECTION 4 DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
4.1 Licensee may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
4.2 Licensee may not sell, rent, lease, sublicense, lend, time-share or transfer, in whole or in part, or provide unlicensed Third Parties access to prior or present versions of the Software, any updates, or Licensee’s rights under this License Agreement.
4.3 Licensee must maintain all copyright notices on the Software.
SECTION 5 LIMITATIONS ON WARRANTIES
5.1 LICENSOR DOES NOT WARRANT THE ACCURACY OF ANY STATISTICS OR INFORMATION GATHERED OR PROVIDED BY THE SOFTWARE.
5.2 LCENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE.
5.3 IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS EXPENDITURES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1 Licensee agrees to indemnify and hold Licensor, its managers, members, employees, officers, directors, attorneys and consultants, harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, attorneys’ fees and costs) and liabilities to the extent such claims, damages, costs, expenses or liabilities result from Licensee’s negligence or misconduct arising from or related to Licensee’s use of the Software.
6.2 As an independent agent, Licensee is responsible for the compliant, accurate and suitable use of the Software. Please make sure the output and presentation of the Software is in compliance with Licensee’s state laws, applicable carrier requirements, broker-dealer rules (if applicable) and within the authorizations of Licensee’s license and/or registrations. Licensee should seek legal advice from Licensee’s own legal counsel on recommended disclosures or disclaimers for Licensee’s particular line of business in the states in which Licensee does business.
SECTION 7. COVENANTS.
7.1 Confidentiality. Licensee agrees (a) to use reasonable efforts (which shall be at least as great as the efforts it uses to maintain the confidentiality of its own confidential information) to maintain the Software and its software in confidence, and (b) to use the Software and its technology only in accordance with this Agreement. The foregoing obligations of confidentiality shall survive termination of this Agreement.
7.2 Improvements. All Improvements shall be deemed to be part of the Software and all such Improvements and goodwill associated with the Software shall inure solely to the benefit of Licensor.
7.3 Reservation of Rights. Except for the license granted to Licensee to use the Software and its Technology on the terms and conditions set forth in this Agreement, nothing in this Agreement shall confer upon Licensee any right, title or interest in any of the intellectual property or goodwill of Licensor. All rights of Licensor not specifically granted by Licensor to Licensee under this Agreement are reserved to Licensor.
SECTION 8 TERM AND TERMINATION.
Termination. Licensor may terminate the License in the event that (a) Licensee shall be in material breach of any of Licensee’s obligations under this Agreement and such material breach shall not have been remedied within thirty (30) days after Licensee’s receipt of written notice specifying such material breach; or (b) a court of competent jurisdiction and authority issues an order prohibiting use of the Software and its technology. Subscriber can get out of the agreement at any time for any reason if Subscriber is caught up with payments. On termination of the License, Licensee shall execute and deliver to Licensor all such assignments, documents, and instruments that Licensor shall request to confirm Licensor’s sole ownership of the Software and its Technology, and all Improvements. On termination of the License, Licensee shall immediately cease and desist from any further use or exploitation of the Software or its Technology, and any Improvements thereof.
No Waiver on Termination. Termination of the License shall not constitute a termination or a waiver of any rights of either party against the other party accruing at or prior to the time of such termination.
SECTION 9 REFUND AND CANCELLATION POLICY.
9.1 Licensee can cancel his subscription at any time. Please note that Licensee must cancel his/her Subscription before it renews for a subsequent month to avoid being charged for the next month’s Subscription fee. If Licensee cancel his/her subscription, the cancellation will become effective at the end of then-current monthly or yearly subscription period.
9.2 REFUNDS WILL NOT BE PROVIDED FOR ANY SUBSCRIPTION. WE DO NOT PROVIDE CREDIT, REFUNDS, OR PRORATED BILLING FOR SUBSCRIPTIONS THAT ARE CANCELLED MID-MONTH OR MID-YEAR FOR ANNUAL SUBSCRIPTIONS. In such a circumstance, Licensee will continue to have access to his subscription until the end of billing cycle. Each subscription provider reserves the right to offer refunds, discounts, or other consideration in select circumstances at its sole discretion. Please note that each circumstance is unique and election to make such an offer in one instance does not create the obligation to do so in another.
SECTION 10 MISCELLANEOUS PROVISIONS.
10.1 Successors and Assigns. This Agreement is personal to Licensee and no rights or duties under this Agreement may be assigned, sublicensed, or delegated by Licensee without the prior written consent of Licensor (which may be withheld in the sole discretion of Licensor). This Agreement and all rights and duties hereunder shall be freely assignable by Licensor. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the Licensor.
10.2 Entire Agreement. The terms and conditions herein constitute the entire Agreement between the parties relating to the subject matter hereof and shall supersede all previous agreements, either oral or written, between the parties hereto with respect to the subject matter hereof.
10.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be original, and all of which together shall constitute one and the same Agreement.
10.4 Remedies. Each party acknowledges that (i) it would be difficult to calculate the damages from any breach under this Agreement, (ii) that injury from any such breach would be irreparable and impossible to measure, and (iii) that the remedy at law for any breach or threatened breach of this Agreement would therefore be an inadequate remedy and, accordingly, in addition to all other available remedies (including without limitation seeking such damages as either party can show it has sustained by reason of such breach and/or the exercise of all other rights it has under this Agreement), each party shall be entitled to injunctive relief, specific performance and other equitable remedies without the necessity of showing actual damages or posting bond.
10.5 No Consequential Damages. In no event will either party be liable to the other for any damages in the form of special, incidental, punitive, indirect, consequential or exemplary damages, lost profits, lost savings, loss of business, goodwill or otherwise, whether in contract, tort or otherwise, arising out of or in connection with this Agreement, even if such party shall have been advised in advance of the possibility of such damages. The provisions of this Section shall survive any termination of this Agreement.
10.6 Relationship of the Parties. This Agreement does not constitute a partnership agreement, nor does it create a joint venture or agency relationship between the parties. Neither party shall be liable for the representations, acts or omissions of the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized corporate officers as of the date set forth above.
“Licensor”: AGATHA GLOBAL TECH, LLC