This License Agreement (“Agreement”), made and entered into this 13 day
of August, 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 app ( the “App”), 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 App. Field Marketing Offices, agencies and other third-party
entities must obtain a license to use the App 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 “App” shall mean Licensor’s “Agatha global AnnuitiesGenius App”, and its components,
including its computer software and associated media and printed materials, and if applicable, online and/ or electronic
1.2 “Improvement(s)” shall mean any new release, upgrade, update, enhancement, improvement, modification or revision
to the App, whether made by Licensee or Licensor.
SECTION 2. GRANT OF LICENSE TO USE APP AND NAME
2.1 License of One Copy of App 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 COPY of the App for the term of this
Said ONE COPY shall be utilized on a single computer for Licensee’s use as a financial
The App is in “use” on a computer when it is loaded into temporary memory (i.e., RAM) or installed
into permanent memory (e.g., hard disk,
or other storage device) of that computer. However, installation on a network server for the sole
purpose of internal distribution to one or more other computer(s) shall not constitute “use” for which a separate
license is required, provided Licensee has a separate license for each computer to which the App is distributed.
Solely with respect to electronic documents included with the App, Licensee may make an additional copy (either
in hard copy or electronic form), provided that such copy shall be used only for internal purposes and is not
republished or distributed to any third party.
Licensee may use the App 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 App 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 App in the aforesaid market, as well as the
exclusive right to use the App 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
AnnuitiesGenius”, and reasonable variations thereof, in connection with Licensee’s use of the One Copy of the
App 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 App, (including but not limited to any images, photographs,
animations, video, audio, music, text, and “applets” incorporated into the App), the accompanying printed materials, and
any copies of the App Software are, and remain owned by Licensor, and its licensors, successors and
The App is protected by copyright laws and international treaty provisions. Licensee must treat the App like any
other copyrighted material except that Licensee may either (a) make one copy of the App solely for backup or archival
purposes or (b) install the App on a single computer provided you keep the original solely for backup or archival
purposes. Licensee may not copy the printed materials accompanying the App.
3.2 Licensor retains exclusive title and ownership of any copy of the app licensed under this License Agreement
even while it is being used by Licensee. From the date of receipt of the App, Licensee agree to use
reasonable effort to protect the App from unauthorized use, reproduction, distribution
SECTION 4 DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
4.1 Licensee may not reverse engineer, decompile, or disassemble the App, 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 App, , any updates, or Licensee’s
rights under this License Agreement.
4.3 Licensee must maintain all copyright notices on all copies of the App.
SECTION 5 LIMITATIONS ON WARRANTIES
5.1 LICENSOR DOES NOT WARRANT THE ACCURACY OF ANY STATISTICS OR INFORMATION GATHERED OR PROVIDED BY
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
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 APP, 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
6.2 As an independent agent, Licensee is responsible for the compliant, accurate and suitable use of the
App. Please make sure the output and presentation of the App 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
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 App and its software in confidence, and (b) to use the App 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 App and all
such Improvements and goodwill associated with the App shall inure solely to the benefit of Licensor.
7.3 Reservation of Rights. Except for the license granted to Licensee to use the App 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
SECTION 8 TERM AND TERMINATION.
8.1 Term. The term of the License granted under this Agreement shall commence on the
Agreement Date and shall continue in full force and effect until the earlier of __________, or the date on which
Licensee ceases business activity in the specified market, unless a new license agreement is executed by the
8.2 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 App and its technology. Subscriber can get out of the agreement at any time for any reason as
long as 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 App 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 App or its Technology, and
any Improvements thereof.
8.3 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 Subscription before it renews
for a subsequent month in order to avoid being charged for the next month’s Subscription fee. If Licensee cancel his
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 BILLNG
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
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