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This Click-Through Non-Exclusive License Agreement (the "Agreement") contains the terms and conditions upon which FINANCIAL & TAX ARCHITECTS, INC., a Missouri corporation ("Licensor"), grants to you ("you" or "Licensee") a non-exclusive license to use the FTA Program (as herein defined). Please read this Agreement carefully. By clicking "I AGREE," you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM "LICENSEE" INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO LICENSOR THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER'S OR PRINCIPAL CONTRACTOR'S BEHALF.
Licensor is the owner of a proprietary methodology, procedure, and program developed by Licensor and used in connection with providing a system to individuals and entities to sell insurance and investment products including, but not limited to, fixed-income annuities, and portfolio management services, and to manage their clients' money (the "FTA Program");
From time to time, Licensor gives presentations to agents, representatives, advisors, and individuals who assist individuals in deciding on how and where to invest their funds;
As a part of such presentations, Licensor refers to and utilizes parts of the FTA Program;
Licensee seeks to become a licensee of the FTA Program in connection with the operation of its financial/investment advisory business;
Licensee will derive substantial economic benefits from the use of the FTA Program in its business, and
Licensor is willing to license the FTA Program to Licensee pursuant to the terms and subject to the conditions contained in this Agreement.
THEREFORE, in consideration of the premises, the covenants and agreements herein contained, and other good and valuable consideration, the receipt, sufficiency, and legal adequacy of which is hereby acknowledged, Licensor and Licensee agree as follows:
- Grant of License. For the period set forth in paragraph 2 hereof, Licensor hereby grants Licensee a personal, restricted, non-transferable, non-exclusive right and license and the authority to use the FTA Program, as well as any registered or unregistered logos associated with the FTA Program which are supplied to Licensee by Licensor, in connection with Licensee's operation of its financial/investment advisory business (the "License"). By clicking "I AGREE," Licensee accepts such License. All rights in and to the FTA Program not expressly granted to Licensee under this Agreement are reserved and retained by Licensor. The grant of this License by Licensor to Licensee does not contemplate, and shall not be construed to include, the right, privilege, or ability of Licensee to sublicense the FTA Program without Licensor's prior written consent, which may be withheld by Licensor for any reason, or for no reason at all, in its sole and absolute discretion.
- Duration. The License granted to Licensee hereunder, and this Agreement, shall remain in full force and effect until that time in which this Agreement, and the License granted pursuant hereto, have been revoked, terminated, or otherwise cancelled pursuant to the terms and conditions hereof.
- Royalty. The License is a royalty-free license. No royalty shall be due, owing, or payable by Licensee for the License.
- Conditions of Use. (a) Licensee shall use the FTA Program only in accordance with the provisions of this Agreement; (b) Licensee covenants and agrees to notify Licensor promptly of any circumstances of which Licensee has knowledge relating to any unauthorized use or copying of the FTA Program by any person or entity; (c) Neither Licensee nor any party acting for or on its behalf shall copy or reproduce the FTA Program in any way; (d) Licensee shall not make any changes, revisions, modifications, alterations, additions to, or deletions from the FTA Program without the prior written consent of Licensor, which may be withheld by Licensor for any reason, or for no reason at all, in its sole and absolute discretion; (e) Licensee shall have the right to use the FTA Program in such ways and manners as it deems appropriate in operation of its business, and (f) Licensee shall provide Licensor the following information on the 15th and last day of each month: (i) number of individuals registered for a class; (ii) number of registered individuals who attended the class; (iii) number of individuals who attended the class who booked a first appointment; (iv) number of individuals who booked a first appointment who attended the first appointment; (v) number of individuals who attended the first appointment who became a client; (vi) the average annuity sales per new client; and (vii) the average assets under management per new client.
- Revocation of License. Licensor shall have the right to revoke the License, and terminate this Agreement, upon fifteen (15) days' prior written notice upon the occurrence of any of the following:
(a) the transfer or attempted transfer by Licensee of, or any transaction the effect of which is to transfer, the License, rights and privileges granted under this Agreement, or the right of control or the right to the use thereof;
(b) Licensee's reproduces or republishes all or any part of the FTA Program including, but not limited to, copying, putting the Program on the Internet, or on a website, or in a blog, or on any other social media outlet;
(c) Licensee's cessation of its business for a period of at least thirty (30) days;
(d) if Licensee: (i) applies for or consents to the appointment of a receiver, trustee or liquidator of itself or of all or a substantial part of its assets, or (ii) files a voluntary petition in bankruptcy or admits in writing its inability to pay its debts as they come due, or (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or (v) files an answer admitting the material allegations of the petition filed against it in any bankruptcy, reorganization or insolvency proceeding;
(e) if an order, judgment or decree shall be entered by any court of competent jurisdiction adjudicating Licensee a bankrupt or insolvent or approving a petition seeking reorganization of Licensee or appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of its assets;
(f) Licensee's breach of this Agreement which Licensee fails to completely cure within thirty (30) days after Licensor's sending of written notice to Licensee setting forth the alleged breach; or
(g) In Licensor's sole and complete discretion.
At such time as when any of the conditions described in this paragraph have occurred, the License granted Licensee hereunder, and this Agreement, shall immediately and automatically terminate without any action of, or notice by (or further notice in the event of subparagraph (f)), Licensor. At its option, Licensor may give Licensee written notice of the termination of this Agreement and the License, but shall not be required to do so.
- Duties Upon Termination/Expiration. Upon the revocation of the License and the termination or expiration of this Agreement for any reason, Licensee shall promptly remove from any website, blog, or social media account, and return, or take all steps necessary to cause a prompt return, to Licensor of the FTA Program (including any copies (authorized or unauthorized) in its possession or under its control), in whatever format it may exist, and shall immediately destroy (and certify same to Licensor) all (a) audio or video recordings (including any posted on the Internet) which includes any part of a presentation involving the FTA Program, and (b) documentation, papers, compilations, notes, and data prepared by or on behalf of Licensee which, in any way, incorporates any confidential information of Licensor (i.e., any and all non-public information, technical data, or know-how of or about Licensor and/or its products and services). Notwithstanding the return of the FTA Program, Licensee will continue to be bound by its obligations of confidentiality and other obligations hereunder.
- Ownership. Licensor is, and shall at all times be deemed, the sole and exclusive owner of all right, title, and interest in and to the FTA Program and all copyrights, patents, trade secrets, trademarks, servicemarks, and any other proprietary and intellectual property rights therein. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Licensor's ownership of or rights with respect to the FTA Program. Any and all copyrights, patents, servicemarks, trademarks, and trade names which are used in connection with the License and/or the FTA Program are and shall remain the exclusive property of Licensor, and this Agreement gives Licensee no rights therein.
- Goodwill. Licensee acknowledges and understands that, apart from its rights under this Agreement, the FTA Program, and all rights therein and goodwill pertaining thereto, belong exclusively to Licensor. Licensee covenants and agrees that its every use of the FTA Program shall inure to the benefit Licensor, and that Licensee shall not, at any time, acquire any rights to the FTA Program by virtue of any use it may make of the FTA Program. Licensee covenants and agrees to cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor's rights in and to the FTA Program. Licensee acknowledges, understands, covenants, and agrees that this Agreement shall not be construed as an assignment or grant to Licensee of any right, title, or interest in or to any of Licensor's rights, titles, or interests in and to the FTA Program or any other property or rights of Licensor. Licensee acknowledges, understands, covenants, and agrees that, upon termination or revocation of this Agreement, it will be deemed to have assigned, transferred, and conveyed to Licensor any and all interest, equity, goodwill, title, or other rights in and to the FTA Program that may have been obtained by Licensee, or that may have vested in Licensee in the pursuit of any endeavors covered hereby, and further, Licensee covenants and agrees to execute any such instruments requested by Licensor that are necessary or appropriate to accomplish or to confirm the foregoing. Any such assignment, transfer, or conveyance shall be without consideration other than the mutual covenants and considerations of this Agreement.
- Protection of Licensor's Rights.
(a) Licensor may commence or prosecute any claims or suits to insure protection of the FTA Program in its own name, or in the name of Licensee, or join Licensee as a party thereto. Licensee shall notify Licensor, in writing, of any infringement or imitation by others of the FTA Program or any methodologies, procedures, or programs the same or similar to those covered by this Agreement that may come to Licensee's attention. Licensor shall have the sole right to determine whether or not to take any action in its name with respect to such infringement or imitation. Licensee shall not institute any suit or take any action in its own name with respect to any such infringement or imitation. Licensee covenants and agrees to give reasonable assistance to Licensor with respect to any such infringement proceeding initiated by Licensor.
(b) Licensee covenants and agrees not to raise or cause to be raised any questions, challenges, or objections to the validity of Licensor's ownership of the FTA Program and right to exclusive use and license thereof.
- Licensee Representations and Warranties. Licensee represents and warrants to Licensor that Licensee has the full right, power, and authority to enter into this Agreement. Licensee is not a party to any agreement or understanding which would conflict with this Agreement or the rights granted, or duties, obligations, and responsibilities undertaken, herein. This Agreement, when executed and delivered by Licensee, shall constitute the valid and binding obligation of Licensee, enforceable in accordance with its terms.
- Indemnification of Licensor. Licensee shall shall defend and indemnify Licensor, its affiliates and subsidiaries, and their respective officers, directors, managers, shareholders, members, employees, agents, representatives, successors and assigns, and save and hold Licensor, its affiliates and subsidiaries, and their respective officers, directors, managers, shareholders, members, employees, agents, representatives, successors and assigns, forever harmless from and against any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including attorneys' and expert witness fees and expenses of litigation, imposed upon, incurred by, asserted against, or sustained by Licensor, and/or its affiliates and subsidiaries, and/or their respective and/or its officers, directors, managers, shareholders, members, employees, agents, successors or assigns, directly or indirectly arising out of, in connection with, or related to: (a) the breach of this Agreement by Licensee, (b) Licensee's use of the FTA Program in its business, and/or its utilization of all or any part of the FTA Program in connection with the generation or preparation of financial advice or counsel for any third parties; and (c) any injury to any person or property directly or indirectly associated with the FTA Program and caused by the acts or omissions of Licensee, its employees, agents, representatives, contractors, or any other person or party whomsoever.
- Injunctive Relief. The parties hereto, recognizing that substantial, irreparable and immediate injury and harm will result to Licensor, its business and property in the event of a breach by Licensee of the terms and conditions of this Agreement, and/or the terms and conditions regarding the FTA Program as set forth in this Agreement, agree that in the event of any violation of any of such terms and conditions, whether threatened or actual, that Licensor shall be entitled, in addition to any other legal or equitable remedy available, to the issuance of restraining orders or injunctive relief (ex parte or otherwise) in order to provide full and ongoing protection to Licensor. The parties hereby stipulate and agree that a bond in the principal amount of One Thousand Dollars ($1,000.00) shall be sufficient protection in the event that a court enters a restraining order or orders injunctive relief. In addition, Licensor shall have the right to recover, and shall be awarded by the court, its attorneys' fees and court costs, and monetary damages that result from breach of the covenants, although Licensor and Licensee hereby acknowledge and agree that said damages shall be difficult to ascertain, and, in any event, cannot serve as an adequate remedy in the event of Licensee's violation of any of the terms and conditions of this Agreement. This paragraph shall survive the execution of this Agreement and the expiration and termination, with or without cause, of this Agreement.
- Disclaimer of Warranties. LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE FTA PROGRAM AND ANY OTHER DATA, INFORMATION, OR OTHER MATERIAL FURNISHED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE CONDITION THEREOF; CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION; THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN; AND WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
- Limitation of Liability. LICENSEE ASSUMES ALL RISKS AND LIABILITIES ARISING OUT OF LICENSEE'S USE OF THE FTA PROGRAM. LICENSOR SHALL NOT BE LIABLE FOR, AND LICENSEE ASSUMES TOTAL AND ABSOLUTE LIABILITY AND RESPONSIBILITY FOR, ALL INJURY AND DAMAGE RESULTING FROM THE USE OF THE FTA PROGRAM. IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, REVENUE OR PROFIT (INCLUDING, BUT NOT LIMITED TO, LOSS OF: PROFITS, GOODWILL, BUSINESS OPPORTUNITY, USE OF EQUIPMENT, EXECUTIVE OR EMPLOYEE TIME) EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LICENSEE SPECIFICALLY DISCLAIMS THE RECOVERY OF THESE ITEMS HEREBY.
- Relationship of the Parties. Licensee is and shall be an independent contractor vis-à-vis Licensor and nothing herein contained shall be construed to create an agency relationship, a partnership, a joint venture, or an employment relationship between Licensor and Licensee. Neither Licensor nor Licensee shall have authority to act as agent for the other, and neither Licensor nor Licensee shall be a guarantor of the obligations of the other or in any way be obligated for the debts or expenses of the other unless set forth herein or otherwise agreed to in writing.
- Assignments. This Agreement is personal to the Licensee, being entered into in reliance upon and in consideration of Licensee's skill, qualifications, representations, and reputation. Therefore, neither this Agreement nor the License may or shall be assigned, transferred, sublicensed, shared or divided by Licensee, by operation of law or otherwise, whether by independent agreement, acquisition by another party of Licensee's equity or assets, mortgage, pledge, lease, or other assignment as security, merger, consolidation or other reorganization, in succession by another party to Licensee's business by operation of law, as a consequence of any transaction that results in the change in the ownership or right of control of Licensee, or otherwise, without the prior written consent of Licensor, which may be withheld for any reason or for no reason at all, in its sole and absolute discretion. Any such unauthorized transfer, assignment, sublicensing, sharing, or division shall be null, void, and of no force and effect. Licensor reserves the right to assign, pledge, hypothecate, or transfer this Agreement and/or the FTA Program. Any such assignment by Licensor shall operate to relieve Licensor of all duties, responsibilities, and liabilities under this Agreement as of the date of such assignment.
- Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective legal and personal representatives, and voluntary and involuntary successors and permitted assigns.
- Amendment. This Agreement shall not be amended, altered, changed, or modified except by a written agreement signed by duly authorized representatives of all parties hereto.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto, and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings, letters of intent and agreement between them, oral or written, with respect to the subject matter of this Agreement.
- Severability. If any term or condition of this Agreement shall be determined to be invalid or unenforceable, then such invalid or unenforceable part or parts shall be deemed to be held separate and severable, and the remaining provisions of this Agreement shall continue in full force and effect to the extent possible.
- Waiver; Cumulative Remedies. No delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver of said right or remedy or any other right or remedy. A waiver on any one occasion shall not be considered as a bar to or a waiver of any right or remedy on any future occasion. Every right and remedy of a party shall be cumulative and in addition to every other right and remedy expressed in this Agreement or allowed by law or equity, and may be exercised singularly or concurrently.
- Attorneys' Fees. In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its costs and reasonable attorneys fees from the non-prevailing party.
- Notices. Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:
If to Licensor: Attn.: President
12412 Powerscourt Dr., Suite 25
St. Louis, MO 63131
If to Licensee: As set forth in Licensor's records
Notices shall be served by overnight express mail service by a nationally recognized courier, or by first-class, certified mail, return receipt requested, postage pre-paid. If sent by overnight express mail service, notice shall be deemed delivered twenty-four (24) hours after delivery into the possession and control of the courier. If sent by first-class, certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date of receipt shown on the return receipt, a refusal being deemed a delivery on the date of refusal. If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt is returned stating that the same was undeliverable at such address. Any party may give notification to the other party in any manner described above for change of address for the sending of notices.
- No Third-Party Benefit. None of the provisions of this Agreement shall be for the benefit of or enforceable by any third-party, and nothing in this Agreement shall be deemed or construed to confer any rights of third-party beneficiary on any person.
- Headings. The headings herein contained are for purposes of identification only and shall not be considered a part of, or used in construing, this Agreement.
- Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Missouri. Any legal action or proceeding with respect to this Agreement or any document related hereto shall be brought in the St. Louis County, Missouri Circuit Court or the United States Federal District Court, Eastern District, State of Missouri, and by execution and delivery of this Agreement, each party hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. The parties irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Each party irrevocably consents to the service of process of any of such courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each of the other parties at its address provided herein, such service to become effective 30 days after such mailing.