Software License Agreement & Terms of Use
LICENSE AGREEMENT FOR BROKER CONSENT FORM
PLEASE READ CAREFULLY BEFORE SIGNING
This License Agreement (the "Agreement") is made and entered into on {todaysDate}, by and between SNAPHEALTH B-LLC, (the "Licensor"), and {companyName}, (the "Licensee").
License Grant. Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the Broker Consent Form (the "Software") for 12 months after the effective date of this agreement. The Software may only be hosted by Licensee for the Writing Agent/Broker whose NPN is listed on the application.
Proprietary Rights. The Software is proprietary to Licensor and is protected by copyright and other intellectual property laws. Licensor retains all right, title, and interest in and to the Software, including without limitation all patents, trademarks, copyrights, trade secrets, and other proprietary rights.
Restrictions. Licensee shall not (a) modify, alter, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) distribute, transfer, sub-license, lease, lend or rent the Software to any third party; or (d) remove any proprietary notices or labels from the Software.
Limitation of Liability - Use. In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages, including lost profits, arising out of the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages.
Termination. This Agreement shall terminate automatically if Licensee breaches any of its obligations under this Agreement. Upon termination, Licensee shall cease all use of the Software and return all copies of the Software to Licensor.
Confidentiality. Licensee shall not disclose any confidential information of Licensor, including but not limited to, the Software and its code.
Use Limitation. This license is ONLY granted for use by the designated Writing Agent/Broker whose NPN is listed in the Personalized URL Questionnaire.
Limitations. IN THE EVENT IT IS DETERMINED THAT WE ARE IN BREACH OF ANY PROVISIONS OF THIS AGREEMENT, YOU AGREE THAT OUR SOLE LIABILITY SHALL BE LIMITED TO ANY FEES PAID BY YOU UNDER THIS AGREEMENT AND UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. You further acknowledge and agree that we are unable to grant the License hereunder for the associated fee without the terms of this Section.
General Provisions.
Governing Law. This Agreement shall be governed in all respects by the laws of the Commonwealth of Pennsylvania, notwithstanding any conflict-of-law rules. Any action arising out of or relating to this Agreement shall be brought exclusively in the courts of the state of Pennsylvania or the United States District Court for the Eastern District of Pennsylvania.
Resolution of Disagreements. In the event of a dispute arising under this Agreement, the parties agree to first attempt to resolve the dispute through mediation, under the rules of the American Arbitration Association. The mediation shall take place in the state of Pennsylvania.
Entire Agreement. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be superseded hereby. No modification of the Agreement shall be deemed effective unless in writing and signed by the parties hereto.
Amendment. This Agreement may not be amended except in writing signed by both parties.