Develop a fully customized life insurance website quoter using the COMPULIFE API, which returns data in JSON format.
The API License permits installation on one IP Address.
Application to Purchase API (U.S.)
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COMPULIFE API LICENSE AGREEMENT
THIS AGREEMENT is made this 29th day of October, 2020 between Compulife Software, Inc. (“Compulife”), a corporation incorporated under the laws of the State of Delaware and the Name of “Customer” as set forth in the Application form to which this agreement preceded.
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 API version of that Software;
AND WHEREAS the Customer agrees that the API Software shall be used on a single website server at the location and IP address for which a COMPULIFEAUTHORIZATIONID has been issued.
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 single IP address on which the Customer uses the API Software Package.
(iv) Software means the software package, which includes the software documentation 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.
(i) Compulife grants and Customer accepts the non-exclusive, non-transferable, restricted license to use the software 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 displays life insurance quotations on the internet through a proprietary system of html 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 third parties 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 customer’s computer, customer agrees to work with Compulife to defeat the unauthorized access.
(iv) Customer acknowledges that the html software is used to access a cgi executable program to which variables in the html template files can be used to send information to the cgi-executable file and variables which allow information to be received and formatted. Each of the specific variables have specific names and those variable names and lists of those variable names are proprietary to Compulife and subject to Compulife’s copyright. Customer acknowledges that the cgi executable program resides on the servers of Compulife and that the customer will not attempt to copy, duplicate or gain access to the cgi-executable in any unauthorized way. Compulife represents and Customer hereby acknowledges that the object code constituting the cgi-executable 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 obtain, de-compile or disassemble the object code of the Software.
(v) 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. Customer acknowledges that prior to such use another license shall be required.
(vi) 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.
(vii) 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 fee based upon volume use of the software. The current fees are:
level 1 – 1,200 or less quotes per month – $300 per year (in addition to a minimum subscription of Compulife Basic which is $96 per year)
level 2 – 6,000 or less quotes per month – $600 per year (in addition to a minimum subscription of Compulife Personal Use which is $180 per year)
level 3 – 30,000 or less quotes per month – $900 per year (in addition to a minimum subscription of Compulife Standard Use which is $300 per year)
Levels are pre-paid for a given year. If use exceeds the volume level purchased by the Customer for any given month, the customer acknowledges that they may pay the additional amount to advance to the next volume level in lieu of loss of service for the balance of that month. If use falls to what would have been a lower level in any given month, there are no refunds of license fees.
(ii) Customer agrees that in addition to the License Fee, Customer will also purchase and maintain a copy of the required and relevant licenses to the Compulife Basic, Personal Use or Standard License to the Compulife program, which is a separate and additional license fee.
(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) Software updates, which include insurance product and rate changes and program changes will be made by Compulife and are included in the license fees.
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 provided by customer on the application form to which this license agreement was attached and to:
Compulife Software, Inc.
1509 Paradise Camp Road
Harrodsburg, Kentucky 40330
18. Entire Agreement
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.