Concord Advisors Inc., an Ohio corporation, having its principal place of business at 7466 Auburn Rd. Suite A Concord, OH 44077 (“Licensor”), has developed certain intellectual property in the form of a mobile app, HTML5 website, videos materials, website content, procedures, documents, trademarks and copyrights, hereafter collectively called “SYSTEM”.
The app, marketing materials, website, video, media and documents constituting the SYSTEM were developed by Licensor at considerable cost and are not in the public domain and were developed to be made available for the use of registered financial representatives and others.
Licensor has developed the materials comprising the SYSTEM to assist clients and prospective clients in the education of financial planning services and products offered by Licensor, and the marketing of said services and products. The SYSTEM and its components are to be used only by clients and prospective clients of Licensor and are not to be reproduced.
The SYSTEM and its components are protected by various federal and state trademark, unfair competition, and copyright laws. The user of SYSTEM, (“licensee”), agrees to
the terms of this Agreement and will use the SYSTEM solely in accordance with the terms of this Agreement.
NOW THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged by Licensor and Licensee, the parties agree as follows:
(1) Licensee agrees to exercise a high degree of integrity in using the SYSTEM, to protect the intellectual property of Licensor. Any use of the SYSTEM or its components outside the scope of this Agreement will result in immediate forfeiture of this limited license.
(2) Licensee may not prepare, manufacture, copy, use, promote, distribute, or sell a derivative work of the SYSTEM. Any copying or use without the express approval of Licensor shall be a violation of this Agreement.
(3) Licensee agrees to waive all rights relating to the SYSTEM, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction, or limitation on use or subsequent modifications.
(4) Licensee agrees that copying of or dissemination of the materials contained in the SYSTEM will be a violation of this Agreement.
(5) All rights in the SYSTEM are reserved by the Licensor.
(6) The term of this Agreement shall be effective and binding on Licensor and Licensee upon use of any part of SYSTEM.
(7) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, and assigns.
(8) Nothing contained herein shall be construed as a joint venture or shall make one party the agent of any other party.
(9) No waiver by either party of any of the terms or conditions of this Agreement in any instance shall be deemed or construed to be a waiver of such terms or conditions for the future or of may subsequent breach thereof. Nor shall any waiver or any default under this Agreement be construed as a waiver of any other default.
(10) If a court of competent jurisdiction hereof holds any term, clause, or provision of this Agreement to be invalid or unenforceable, such invalidity shall not affect the validity or
operation of any other term, clause, or provision of this Agreement; and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.
(11) This Agreement constitutes the entire Agreement between the parties, and may not be modified or amended by a written instrument executed by each of the parties. This Agreement shall be construed in accordance with the laws of the State of Ohio, which hereunder shall govern disputes. The parties hereto consent to the jurisdiction of the courts of competent jurisdiction, federal or state, situated in the State of Ohio for the bringing of any and all actions hereunder.
Limitation of Liability
(12) Licensor aggregates liability on all claims of any kind, whether based on contract, warranty, tort, (including negligence), strict liability, or otherwise, for all losses
or damages arising out of or relating to this Agreement or Services will in no case exceed the fees actually paid under this agreement.
(13) In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise will LICENSOR, its subcontractors, officers, directors,
owners, employees, agents, representatives and affiliates be liable for special, incidental, exemplary, punitive, consequential, or indirect damages, including without limitation lost sales or profits. The foregoing limitations and disclaimers will apply irrespective of whether the possibility of such damages has been disclosed to LICENSOR in advance or could have reasonable been foreseen by LICENSOR.
(14) This agreement may be terminated by Licensor or Licensee if either party commits a material breach of the terms hereof and fails to remedy the breach within 14 days of receiving written notification for the terminating party specifying the breach and requiring its remedy.