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License Agreement

fpPathfinder, LLC Essentials
Content and Trademark License Agreement

THIS AGREEMENT is entered into today by you and between fpPathfinder, LLC (“fpPathfinder”), and you (“you”).

fpPathfinder is the sole and exclusive owner of the copyrighted flowcharts and other content you are being provided through the fpPathfinder website at www.fppathfinder.com under this license, which content may be supplemented or updated periodically by fpPathfinder during the term of this license (the “Property”); fpPathfinder has the power and authority to grant you the right, privilege and license to use the Property as more fully described below; you desire to obtain from fpPathfinder a license to use the Property as more fully described below; and, you and fpPathfinder are in agreement with respect to the terms and conditions upon which you shall use the Property, as more fully described below.

In consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:

1. LICENSE GRANT.

A. fpPathfinder hereby grants you a one year non-exclusive license to use the Property with your clients. You are allowed to provide copies of the Property to your clients in direct client communications via electronic mail or other means of distribution, but you agree not to distribute copies of the Property to the public, alter the Property in any fashion, display copies of the Property in a public-facing manner (eg, on your website), sell copies of the Property, or reproduce the Property in any manner other than for use with your clients.

B. You may not grant any sublicenses to any third party without the prior express written consent of the fpPathfinder which may be withheld for any reason.

2. TERM OF THE AGREEMENT. This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both parties and shall extend for a Term of one year.

3. COMPENSATION.

A. In consideration for the one year licenses granted hereunder, you agree to pay to fpPathfinder the annual flat fee of Ninety-Nine Dollars ($99.00) (the “Fee”).

B. Upon expiration or termination of this Agreement, your right to use the Property shall cease and all permissions and rights granted hereunder shall revert to fpPathfinder.

4. WARRANTIES AND OBLIGATIONS.
A. fpPathfinder represents and warrants that it has the right and power to grant the licenses granted herein and that there are no other agreements with any other party in conflict herewith.

B. fpPathfinder represents and warrants that the Property does not infringe any valid right of any third party.

5. NOTICES. The licenses granted hereunder are conditioned upon your full and complete compliance with the marking provisions of the patent, trademark and copyright laws of the United States. You agree that the following notice shall not be removed from the Property:

“© fpPathfinder.com. Licensed for the sole use of [advisor name] of [company name]. All rights reserved. Used with permission.___________________.

6. PATENTS, TRADEMARKS AND COPYRIGHTS. It is understood and agreed that fpPathfinder shall retain all right, title and interest in the original Property, as well as its trademarks, including without limitation the mark “fpPathfinder”. You acknowledge pathfinder’s exclusive rights in the Property and, further, acknowledges that the Property and the copyrights in the Property are unique and original to fpPathfinder and that fpPathfinder is the owner thereof. You shall not, at any time during or after the effective Term of the Agreement, dispute or contest, directly or indirectly, fpPathfinder’s exclusive right and title to the Property and/or the copyrights therein or the validity thereof. fpPathfinder, however, makes no representation or warranty with respect to the validity of any patent, trademark or copyright which may issue or be granted therefrom. You shall not, at any time during or after the effective Term of the Agreement, modify or create any derivative work based upon or incorporating the Property without the express written permission of fpPathfinder. You agree that your use of the Property and/or the copyrights in and trademarks associated with the Property inures to the benefit of fpPathfinder and that you shall not acquire any rights in the Property and/or the copyrights or trademarks associated with the Property. You recognize the value of the good will associated with the Property and acknowledge that the Property and all rights therein including the good will pertaining thereto, belong exclusively to fpPathfinder.

7. TERMINATION.
The following termination rights are in addition to the termination rights provided elsewhere in this Agreement:

A. Immediate Right of Termination. fpPathfinder shall have the right to immediately terminate this Agreement by giving written notice to you in the event that you do any of the following:

(1) fail to pay the Fee; or

(2) breached any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Property and/or the copyrights in the Property; or

(3) fail upon written notice from fpPathfinder to immediately discontinue the distribution or use sale of the Property which does not contain the requisite legal legends;

(4) fail upon written notice from fpPathfinder to immediately discontinue the pubic-facing display of the Property or distribution of the Property to any party other than your clients.

B. You shall have the right to terminate this Agreement at any time on written notice to fpPathfinder. In such event, all moneys paid to fpPathfinder shall be deemed non-refundable and you may continue your authorized use of the Property under the terms of this Agreement.

8. INFRINGEMENTS
A. fpPathfinder shall have the sole and exclusive right, in its discretion, to institute and prosecute lawsuits against third persons for infringement of the rights licensed in this Agreement. All sums recovered in any such lawsuits, whether by judgment, settlement or otherwise, in excess of the amount of reasonable attorneys’ fees and other out of pocket expenses of such suit, shall be retained solely by fpPathfinder.

B. You agrees to fully cooperate with fpPathfinder in the prosecution of any such suit against a third party and shall execute all papers, testify on all matters, and otherwise cooperate in every way necessary and desirable for the prosecution of any such lawsuit. fpPathfinder shall reimburse you for any expenses incurred as a result of such cooperation.

9. INDEMNITY
A. You agree to defend, hold harmless and indemnify fpPathfinder, its officers, directors, agents and employees, against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through claims of third parties against fpPathfinder based on your use of the Property. You agree and understand that fpPathfinder provides educational material for guidance. fpPathfinder does not provide financial, investment, legal or tax advice and that fpPathfinder shall not have any liability or responsibility to any individual or entity with respect to losses or damages caused or alleged to be caused, directly or indirectly, by the information contained on its website or in content provided to you under this license.

B. fpPathfinder agrees to defend and indemnify you, and your officers, directors, agents and employees, if any, against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through claims of third parties against you challenging the authenticity of the originally submitted Property provided, however, that such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no appeal of right exists and shall be limited up to the amount of the actual moneys received by fpPathfinder under this Agreement. Further, this indemnity does not cover any unauthorized modifications or changes made to the Property by you.

10. JURISDICTION AND DISPUTES
A. This Agreement shall be governed in accordance with the laws of the State of Connecticut.

B. All disputes under this Agreement shall be resolved by the courts of the State of Connecticut including the United States District Court for the District of Connecticut, and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

11. MISCELLANEOUS. 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. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. Nothing contained herein shall constitute this arrangement to be employment, a joint venture or a partnership. The license granted hereunder is personal to you and shall not be assigned by any act of you or by operation of law unless in connection with a transfer of substantially all of your assets or with the consent of fpPathfinder. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties, including any option agreements which may have been entered into between the parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict with said Agreement.

You hereby agree to the foregoing by clicking “I agree”.