THIS AGREEMENT is made this 21st day of March, 2019 between Compulife Software, Inc. (“Compulife”), a corporation incorporated under the laws of the State of Delaware and
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 desires to obtain and employ the Software;
AND WHEREAS the Customer agrees the Software shall be used on a single website server at the location and IP address listed below:
|City State & Zip Code:||__________________________________________________|
|IP Address of Website Server:||__________________________________________________|
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.
(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 single website server, at the single location, at the IP address identified on page one, 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.
(v) Sub-user means a third party who is a customer of Compulife’s “Standard License” or “Personal Use License”, which is allowed access by the customer to the customer’s server for the purpose of obtaining and providing quotations for the sub-user’s own website.
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.
(i) Compulife grants and Customer accepts the non-exclusive, non-transferable, restricted license to use the serialized copy of the Software delivered subsequent to the completion of this Agreement at a single location on the Computer. The Software shall be used only for the Customer’s own business.
(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 Software may be used by customer to provide internet web quoting service to sub-users. Customer agrees that prior to providing any such service, customer shall contact Compulife by email to confirm that the third party is a licensee of Compulife, thereby qualifying that third party to be considered a sub-user. Customer agrees to maintain a list of such sub-users, and report the complete list of sub-user to Compulife no less than annually or at any time Compulife requests such a list. Customer agrees that if Compulife instructs customer to cease and desist providing service to a sub-user, it will comply immediately.
(v) Customer acknowledges that the Software displays life insurance quotations on the internet through a proprietary system of template files originally created by Compulife which may be modified by the customer. Template files format the information that is displayed about life insurance companies, products and premiums, allowing a visitor or end user to a website to obtain a life insurance quotation(s). Customer agrees that all template files will reside on customer’s computer. Customer will not permit sub-users to re-format a quotation on another computer, creating a new format using an alternative to a template on that customer’s computer. This also applies to the stripping of real-time information from a quotation for re-display on the internet, in real-time, in an alternative format. If alerted to a non-licensed entity stripping quotes from customers computer, customer agrees to work with Compulife to defeat the unauthorized access.
(vi) Customer acknowledges that the software is a cgi executable program to which variables can be posted by an html page. The process involved names of variable and lists of variables which are proprietary to Compulife and subject to Compulife’s copyright.
(vi) Customer acknowledges that from time to time Compulife updates the product and rate information in the “Standard License” of its software, and that the customer is responsible for obtaining and transferring the updated files to customer’s computer. Customer agrees that such transfers will be done on a timely basis, and under no circumstances, less than once a month. Customer will hold Compulife harmless if an issue arises from customer’s failure to update a file that Compulife has provided.
(vii) Customer shall immediately notify Compulife in the event the customer wishes to use the Software Package on a different computer at a different IP address as set out in this agreement. Customer acknowledges that prior to such use another license shall be required.
(viii) 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.
(ix) 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 annual service fee in the amount of $1,200.00. This fee will initially be waived during a period of development and evaluation. Upon completion of this agreement, Compulife will provide the software to a new Customer for evaluation and development. At no time during that evaluation development period is public access to the software to be allowed, or access by anyone other than the Customer or those hired by the Customer to do development work. Customer agrees that it will pay Compulife the service fee is such access has been allowed.
(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. A Standard License Agreement is required prior to Compulife providing a copy of the software for evaluation and development.
(iii) Compulife undertakes with Customer that the annual service 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.
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 service fee Compulife shall, subject to Customer having paid the annual service 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.
(i) This license may be terminated by the Customer at any time. Customer must provide written notice of termination to Compulife (email to email@example.com is acceptable). In the event of termination of this agreement, there shall be no refund of any portion of the annual service 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 10 days’ written notice for any cause subject to Compulife returning the annual service fee as determined in paragraph 4(i) less an amount of $100 for each month of service since the Customer’s last annual renewal.
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 service 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.
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.
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.
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.
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:
|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.
|Compulife Software, Inc.||__________________________________________________|