MM Design, Inc., an Ohio limited liability company, having its principal place of business at 3135 W. Leland Ave. #3W Chicago, IL 60625 (“Licensor”), has developed certain intellectual property in the form of a mobile app, HTML5 website, videos materials, website content, procedures, documents, trademarks and copyrights, which together encompass “ADVISOR APP” 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 financial advisors in the education and the marketing to customers and prospects. The SYSTEM and its components are to be used only by advisors or representatives who have signed or are bound by our License Agreement.
The SYSTEM and its components are protected by various federal and state trademark, unfair competition, and copyright laws. _________________________________________ (“Licensee”), having its principal place of business at ______________________________________, desires to obtain a non-exclusive license to use the SYSTEM to assist it in providing services to its clients. 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:
Licensor hereby grants to Licensee a non-exclusive, non-transferable right and license to use, promote, and distribute the SYSTEM and derivatives of the SYSTEM subject to the limitations set
forth in this Agreement.
Licensee shall pay to Licensor a license fee in advance, entitling Licensee to the services of the SYSTEM upon execution of this Agreement and Payment to Michael Maimone, 3135 W. Leland Avenue #3W Chicago, IL 60625.
Please select the service:
- Customization with your logo, information and images, initial links and groups, publish to both app stores and provide distribution links via email: $1,450
- Add full service set-up: input clients, prospects into SYSTEM as well as send invitations to download app and facilitate integration of SYSTEM for 30 days: $1,950 total
- Monthly hosting/maintenance: $65/mo
- Updates to existing content (i.e., swapping photos, editing existing text, changing links and group assignments) and publishing changes to update app: one-time $75 fee
- Adding new content (i.e., add a completely new page, add new images/videos to existing pages where none existed, add new links and groups) is billed at $60/hr
LICENSOR will provide compliance preview link and password during development and to assist in approval process with your Compliance office before app is launched.
Change Management Process. Our initial price will include some rounds of revisions to the work produced for you. The revisions to the work and what is outside the
Scope of services other than what is listed above will be billed at $60 per hour. 1 Hour minimum fee for any service deemed outside of the Scope of this project. Examples of “outside scope” include building new pages or features not in demo app.
Final Payment and Delivery. Once you have approved the App produced by the Service, MM will issue a final invoice for the services relating to the project. The final invoice will include any adjustments for any agreed upon services. Once the final payment has been received MM will deliver the final APP to iOS (Apple) App Store and Android Google Play store, and provide links to both as well as the HTML5 desktop web page, and directions for accessing all three.
No onboarding or integration. The Licensee will be solely responsible for entering contacts and distributing the SYSTEM, but MM can help and does offer this service at the additional cost detailed above.
(1) Licensee agrees to exercise a high degree of integrity and professionalism in conducting business 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, other than as provided in this Agreement. Any other copying or use without the express approval of Licensor shall be a violation of this Agreement. Approval must be express and in writing, and failure to respond shall not be deemed approval. Prior to the commencement of manufacturing, copying, using, promoting, distributing, or selling a derivative of the SYSTEM, Licensee shall submit to Licensor one (1) sample of the derivative of SYSTEM for approval. Licensor may
withhold such approval for any reason.
(3) Licensee agrees to assign all right, title, and interest in the copyright and/or trademark of any derivative of the SYSTEM, and all extensions and renewals thereof, to Licensor, and agrees to provide all assistance reasonably requested by Licensor in the establishment, preservation, and enforcement of its copyright and/or trademark in such derivative work. Such assistance is to be provided at Licensor’s expense but without any additional compensation to Licensee. Licensee agrees to waive all rights relating to the work developed or produced, 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, other than those identified specifically as promotional materials, or as
permitted under the terms of this Agreement, will be a violation of this Agreement.
(5) All rights in the SYSTEM not specifically granted to Licensee are reserved by the Licensor. All such reserved rights may be exercised by the Licensor.
(6) The term of this Agreement shall be effective and binding on Licensor and Licensee upon written acceptance by Licensor and payment of the license fee.
(7) Any of the following shall constitute an “Event of Default” under this Agreement: (i) any representation or warranty made in this Agreement by a party shall be or become false or misleading in any material respect; or (ii) Licensee defaults in any material respect in the performance of any of its obligations, which default remains uncured after a period of thirty (30) days after Licensee receives written notice of such default, identifying the same as a default under this Agreement. If an Event of Default occurs, either party may elect to terminate this Agreement upon thirty (30) day’s prior written notice. If, however, the default is cured within thirty (30) days, this Agreement shall not terminate. Upon default, all materials covered by this Agreement shall be returned to Licensor.
(8) 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.
(9) Nothing contained herein shall be construed as a joint venture or shall make one party the agent of any other party.
(10) 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.
(11) 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.
(12) 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
(13) Licensor and MM aggregate 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.
(14) In no event, whether based on contract, indemnity, warranty, tort (including negligence), strict liability or otherwise will LICENSOR, its subcontractors, MM, 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 or MM in advance or could have reasonable been foreseen by LICENSOR or MM.
(15) 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. Licensor may terminate this Agreement, effective upon 7 days written notice to the client, if Licensor has requested Licensee input or feedback needed for the Services and more than three weeks have elapsed without the Licensor providing the requested input or feedback, unless the Licensee provides the requested input or feedback prior to the effective date of termination provided in the notice.
(16) On termination of this Agreement or a postponement of the service requested by the Licensee and agreed by Licensor, for any reason. Licensor may invoice the Licensee and the Licensee will pay Licensor for all services rendered and costs and expenses incurred to the date of termination or postponement. Any advance payment of fees will be credited against the amount due.