Name of “Customer”, _________________________________________________
WHEREAS Compulife has developed, refined, continues to refine, and market a computer software package, which includes the software object code and insurance data files, (hereinafter collectively “Software”), providing quotation system for Life Insurance products as marketed from time to time;
AND WHEREAS the Customer is a life insurance company that desires to obtain and employ the Software including the Compulife Batch Analyzer Option;
AND WHEREAS the Customer agrees that the Software shall be used on computers at the single location listed below:
| Address: | __________________________________________________ |
| City State & Zip Code: | __________________________________________________ |
Therefore, Compulife agrees to grant and Customer agrees to accept, pursuant to the following terms and conditions, a non-exclusive, non-transferable, restricted license to use Compulife’s Software.
POSSESSION AND USE OF COMPULIFE’S SOFTWARE CONSTITUTES ACCEPTANCE OF THE TERMS OF THE LICENSE AS SET OUT HEREIN.
1. Definitions
(i) Compulife means Compulife Software, Inc., the author and owner of the Software copyright.
(ii) Customer means the user of the Software Package.
(iii) Computer means a computer(s), at the single location, on which Customer uses the Software Package.
(iv) Software means the software package, which includes the software user’s manual and guide, and the periodic updates provided by Compulife.
2. Software Ownership
Compulife represents that it is the owner of the Software and the title of the Software remains with Compulife. All applicable rights to copyrights, trade secrets, patents and trademarks in the Software or any modifications or enhancements made by Compulife or made by Compulife at Customer’s request shall remain with Compulife.
3. License
(i) Compulife grants and Customer accepts the non-exclusive, non-transferable, restricted license to use the serialized copy of the Software delivered with this Agreement at a single location on its computers. The Software shall be used only for the Customer’s own business. Customer shall not permit any parent, subsidiaries, affiliated entities or third parties to use the Software. Customer shall not allow access to the Software through any terminals or computers located outside such premises.
(ii) Customer acknowledges the copyright of Compulife and agrees that it will not duplicate or make copies of the Software except for back-up purposes only.
(iii) Customer acknowledges that the Software is subject to the proprietary rights of Compulife and constitutes Compulife’s valuable trade secrets. Compulife represents and Customer hereby acknowledges that the object code constituting the Software and updates of the Software contains confidential and trade secret material which is not readily susceptible to reverse compilation or reverse assembly or reverse engineering. Customer shall not attempt to de-compile or disassemble the object code of the Software. Customer further agrees that it will use its best efforts to prevent de-compilation and disassembly of the object code of the Software by any person or entity by securing and protecting each copy of the Software or update in a manner consistent with the maintenance of Compulife’s rights and by taking appropriate action by instruction or agreement.
(iv) Customer acknowledges that the Batch Analyzer option can be used to generate spreadsheet files containing valuable information about the life insurance products of multiple life insurance companies. Customer agrees that the information contained in these spreadsheets is highly valuable and will not to be provided to any parent, subsidiaries, affiliated entities or third parties. Customer may provide spreadsheets to third parties if the third party in question is a life insurance company that has also purchased a license to the Compulife Batch Analyzer. Under no circumstances will Customer provide spreadsheets from the Compulife Batch Analyzer to entities other than life insurance companies. Customer agrees that prior to providing any such information to a third party, customer shall contact Compulife by email to confirm that the third party is a licensee of the Compulife Batch Analyzer.
(v) This license is not transferable without the written consent of Compulife. Compulife will not unreasonably withhold consent provided that transferee agrees to the terms of this license.
(vi) This Agreement, the license and the rights and obligations of Compulife and Customer shall not be pledged, mortgaged, assigned, licensed or otherwise transferred or disposed of, including by operation of law, in whole or in part, by Customer except as expressly set out in this Agreement or as consented to by Compulife.
4. License Fees
(i) In consideration of the rights granted to Customer by Compulife and in consideration of the continuing services of Compulife hereinafter provided for, Customer agrees to pay Compulife a non-refundable monthly license fee in the amount of $1,125.00 or may elect to pay an annual license fee in the amount of $2,250.00.
(ii) Customer agrees that in addition to the License Fee, Customer will also purchase and maintain a copy of the “Standard License” to the Compulife program, which is a separate and additional fee.
(iii) Compulife undertakes with Customer that the annual license fee will not increase for a period of 1 year from the date of delivery of the Software Package and thereafter may be increased by Compulife no more often than annually.
5. Taxes
Customer shall, in addition to the other amounts payable under this Agreement, pay all sales, use, value added or other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement.
6. Software Updates and Improvements
(i) In return for the annual license fee Compulife shall, subject to Customer having paid the annual license fee and fulfilling the obligations herein set out, provide Customer with access to monthly updates by Internet (“monthly updates”).
(ii) Customer is solely responsible to download the compressed file from the Internet each month.
(iii) Compulife makes no warranty regarding the compatibility of the compressed file with any particular Internet browser software which the customer may use to download the file.
(iv) Customer acknowledges that it has already downloaded a mid-month or monthly update file from the Compulife internet web site. Customer warrants that it has experienced no difficulty with the download process and was able to use and process the downloaded file properly.
(v) Customer assumes full responsibility for any technical problems that may prevent the customer from downloading the file from the Internet.
7. Exclusion of Warranty
The Software is being provided to the user AS IS and all warranties are excluded. Compulife makes NO WARRANTY either express or implied with respect to the Software Package. All warranties as to merchantability or fitness for any particular purpose are hereby disclaimed.
8. Limitation of Damages
Compulife shall, under no circumstances, be liable for consequential or indirect damages in any way relating to the Software Package.
9. Limitation of Remedy
Compulife’s obligation in the event of breach of contract, negligence or otherwise with respect to the Software furnished hereunder shall be strictly and exclusively limited to the replacement of the Software.
10. Termination
(i) This license may be terminated by the Customer at any time. Customer must provide written notice of termination to Compulife (email to service@compulife.com is acceptable). In the event of termination of this agreement, there shall be no refund of any portion of the annual license fee.
(ii) Compulife shall have the right to terminate this Agreement and the license granted herein:
(a) Upon 10 days’ written notice in the event that the Customer, its officers, agents, or employees violate any provision of this Agreement; and
(b) In the event Customer terminates or suspends its business, becomes subject to any bankruptcy or insolvency proceeding under federal or state statute, becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, or has wound up or liquidated, voluntarily or otherwise.
(c) Upon 14 days’ written notice for any cause subject to Compulife returning the annual license fee as determined in paragraph 4(i) less an amount of $218.25 for each month of service since the Customer’s last annual renewal of the Compulife Batch Analyzer or $312.00 for each week of service since the Customer’s purchase of a one month subscription to the Compulife Batch Analyzer.
(iii) In the event of termination by reason of Customer’s failure to comply with any part of this Agreement, or upon any act which shall give rise to Compulife’s right to terminate, Compulife shall have the right, at any time, to terminate the license and take immediate possession of the Software and all copies wherever located, without demand or notice and without refund of any portion of the annual license fee. Within 10 days after termination of the license, Customer will return to Compulife the Software in the form provided by Compulife or, upon request by Compulife, destroy the Software and all copies, and certify in writing that they have been destroyed. Termination under this paragraph shall not relieve Customer of its obligations regarding Compulife’s copyright of the Software.
11. Jurisdiction
This Agreement shall be governed by and construed under the internal laws of the State of Kentucky, without regard to the principles of conflicts of laws. Customer agrees that any action or proceeding to enforce, or arising out of, this Agreement shall only be commenced in the Supreme Court of the State of Kentucky. Customer waives personal service of process and agrees that a summons and complaint commencing an action or proceeding in such court shall be properly served and shall confer personal jurisdiction if served by registered or certified mail to Customer, or as otherwise provided by the laws of the State of Kentucky. Customer waives any right to trial by jury that Customer may have in any action or proceeding, in law or in equity, in connection with this Agreement.
12. Severability
If any provision of this Agreement is declared by a court of a competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
If any provision of this Agreement is declared by a court of a competent jurisdiction to be invalid, illegal or unenforceable, then such provision shall remain in full force and effect in all other jurisdictions.
13. Conflict with Purchase Orders
In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any purchase order, the terms and conditions of this Agreement shall control.
14. Waiver of Contractual Right
The waiver or failure of Compulife to exercise in any respect any rights provided for in this Agreement shall not be deemed a waiver of any further right under this Agreement.
15. Successors and Assigns
This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
16. Headings
The headings appearing at the beginning of the several sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used in the construction and interpretation of this Agreement.
17. Notice
Any notice required or contemplated hereby shall be sufficiently given if delivered personally or by prepaid registered mail. If by registered mail, delivery shall be deemed to be effected on the fifth business day following mailing and the post office receipt shall be conclusive as to such date. In the event of an actual or threatened postal disruption notice shall not be effected by mail. All notices are to be addressed to the address found on page one of this agreement, or alternately to the address which follows:
| Address: | __________________________________________________ |
| City State & Zip Code: | __________________________________________________ |
1509 Paradise Camp Road
Harrodsburg, Kentucky 40330
This Agreement constitutes the complete and entire Agreement between Compulife and Customer. This Agreement supersedes all proposals or prior agreements, oral or written and all other communications between the parties relating to the subject matter of this Agreement. This Agreement may not be modified except in writing signed by both Compulife and Customer.
| Customer Signature | __________________________________________________ |
| Compulife Software, Inc. | __________________________________________________ |