Client Activation Agreement


SHARED SOFTWARE AGREEMENT ("Agreement"), effective as of ,  ("Effective Date"), is hereby made by and between The Credit Consultants Association, Inc. (CCA, Inc.)(A Tennessee Corporation), and

 

  1. THE PRODUCT.

Subject to the terms and conditions of this Agreement, CCA, INC. agrees to provide to Shared Private Label the non-exclusive right to a Shared version of CCA, INC.’s Business Success System ("Product") in the Private Label’s designated look and feel, subject to the rights and licenses granted to Shared or Shared or Private Label in this Agreement.  CCA, INC. shall retain ownership in and to all Product intellectual property that was developed or acquired by CCA, INC., nothing in this Agreement shall grant to Shared or Shared or Private Label any of those rights. 

  • PRODUCT UPGRADES. Regular upgrades, enhancements, and bug fixes developed by CCA, INC. for the

Product will be made available to Shared Private Label at no additional charge and/or implemented to the system by

CCA, INC. as part of the regular business practice of CCA, INC. CCA, INC. reserves the right to charge Shared Private Label a price, to be prior mutually agreed upon, for additions to the Product which could be sold separately as an up-sell by the Shared or Private Label to the Private Label’s End Users and where the upgrade is specific to the Shared or Private Label and not to all License Holders.

  • END-USER LICENSE.  Shared or Private Label is granted the right, subject to payment terms, to license the Product for use by customers (“End Users”) at no charge to the End User on a nonexclusive basis, subject to End User’s acceptance of licensing terms and conditions in the Product.

  1. THIRD-PARTY PRODUCT AND SERVICES

The Product enables Third Party products and services to be presented to End Users in conjunction with their usage of the Product.  CCA, INC. reserves the exclusive right to add, delete, or modify Third Party services at any time during the term of this Agreement.   

  1. OWNERSHIP; GRANT OF RIGHTS
    • As between the parties, CCA, INC. retains title to and ownership of, and all proprietary rights with respect to, the Product. Shared or Private Label acknowledges that in order for CCA, INC. to maintain the Product,

CCA, INC. will enter into Third-Party service and product agreements that may result in revenue to CCA, INC. for which Shared or Private Label will have no rights in or claims to.

 3.2 MARKETING CONTENT.  All marketing content provided during the term of this Agreement is provided “as is” and shall be used exclusively in conjunction with this Agreement.

3.3 SHARED PRIVATE LABEL RIGHT. CCA, INC. hereby grants Shared Private Label a nonexclusive right and license in the United States to promote, market, and distribute the Product as a stand-alone product or to be incorporated into or in connection with Private Label's products.

3.4 SHARED PRIVATE LABEL RESPONSIBILITY. Shared Private Label agrees to contractually obligate any party for whom it requests that CCA, INC. provide a sub-domain website, to at least the same restrictions as imposed upon Shared or Private Label and agreed to herein.

 

  1. MARKETING EFFORTS
    • Due to the online nature of the Product, Shared Private Label is not restricted from marketing online for End Users nation-wide. Shared or Private Label may opt to utilize direct mail campaigns, direct mail, door-to-door solicitations, live presentations, and other offline marketing techniques.

 

  1. SUPPORT
    • END-USER CUSTOMER SUPPORT. In addition to the System virtual coaches, and End User support as described in Addendum A, CCA, INC. provides Concierge support. Shared Private Label is not required to provide End User with system support after the End User creates a User account and causes a revenue share occurrence.

 

  • TECHNICAL SUPPORT. CCA, INC. agrees to provide Shared Private Label with free technical support for the Product regarding any management systems and database issues Shared Private Label might have in connection with Private Label’s End Users. Technical support is only related to system issues and not training.
  1. CCA, INC. REPRESENTATIONS AND WARRANTIES

CCA, INC. warrants and represents to Shared or Private Label that (i) Private Label’s license in the Product will be free and clear of all liens and encumbrances, (ii) all services provided hereunder including, without limitation, the Product, are either owned or properly licensed by CCA, INC. or are in the public domain and the use thereof by Shared or Private Label will not infringe any proprietary rights of any third party, (iii) CCA, INC. has the full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights and licenses to Shared or Private Label in this Agreement and (iv) CCA, INC.'s compliance with the terms and conditions of this Agreement will not violate any Federal, state or local laws, regulations or ordinances or any third party agreements.

NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING ANY OR ALL THIRD-PARTY PRODUCTS AND SERVICES PRESENTED OR OFFERED TO END-USERS OF THE PRODUCT. 

  1. SHARED PRIVATE LABEL INDEMNIFICATION

Shared Private Label agrees to indemnify, defend and hold harmless CCA, INC. and its officers, directors, employees,

shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement, or expense (including legal expenses), as incurred, resulting from or arising out of any acts or omission of Shared or Private Label in the distribution or use of the Product. CCA, INC. agrees to indemnify and hold harmless the Shared or Private Label and its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement or expense (including legal expenses), as incurred, resulting from or arising out of any acts or omission of the live Concierge support.

  1. TERM AND TERMINATION
    • Unless terminated earlier as provided herein, this Agreement shall have a term of one (1) year commencing from the Effective Date. Upon mutual agreement, the parties may extend the term of this Agreement for an additional one (1) year period by written agreement executed no later than thirty (30) days prior to the expiration of the then-current term.
    • Shared or Private Label shall be able to renew this agreement under the same payment terms that are either a monthly or annual paid subscription as referenced in Addendum A. However the user activation is a one-time fee.
  • TERMINATION FOR CAUSE This Agreement may be terminated by a party for cause immediately by written notice upon the occurrence of any of the following events: (a) If the other ceases to do business, or otherwise terminates its business operations; or (b) If the other breaches any provision of this Agreement and fails to cure such breach within ninety (90) days of written notice describing the breach; or (c) If the other becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within ninety (90) days).
  • TERMINATION FOR CONVENIENCE. Shared or Private Label may terminate this Agreement upon thirty (30) days prior written notice to CCA, INC.. No other fees, unless due prior to service of the notice, shall be due. Notwithstanding the termination pursuant to any provision of this Agreement (including any expiration of this Agreement), the parties shall be required to carry out any provisions of this Agreement.
  1. ASSIGNMENT

This Agreement shall be binding on the parties hereto and their successors and assigns. Shared or Private Label party may assign its rights and/or obligations hereunder with the prior written consent of CCA, INC. which shall not be unreasonably withheld. CCA, INC. may assign its rights and/or obligation hereunder without consent and with thirty (30) days’ notice.

  1. END-USER DATA USAGE AND RIGHT:

During the term of the Agreement End User data as entered into the Product by virtue of Private Label’s use of the Product shall not be used by CCA, INC. to offer services outside those products or services that enhance the End User’s use of the Product.  Further, to the extent a product or service available in the Product is deemed by Shared  Private Label to be competitive with Shared Private Label or otherwise unwanted by Shared Private Label for Private Label’s End Users, CCA, INC. may remove such Product or Service offering from the Product.  Removal of certain products and services may cause pricing adjustments to the Product.

  1. NO REVERSE ENGINEERING

Except as expressly authorized herein, Shared Private Label will not use, modify, create derivative works of, make, have made, display, perform, reproduce, distribute, sell, sublicense or otherwise exploit Product in any way for any purpose except as expressly permitted under this Agreement. Upon termination of agreement Shared or Private Label will cease to use all licensed materials and content.

  1. NON-SOLICITATION

During the term of this Agreement and for one (1) year thereafter, each party will refrain from (i) soliciting the other party's clients, employees, or consultants for employment or other service or (ii) encouraging the other party's clients, employees or consultants to leave the other party for any reason.

  1. COMPLIANCE WITH LAWS

CCA, INC. warrants that in performance of work under this Agreement it has complied with or will comply with all applicable federal, state, local laws and ordinances now or hereafter enacted.  Shared or Private Label warrants that in performance of sales of the Product under this Agreement it will comply with all applicable federal, state, local laws and ordinances now or hereafter enacted.

  1. GENERAL
    • All notices shall be sufficient only if mailed by U.S. certified or registered mail, return receipt requested, to either party at its address below, or electronic submission to the noted email address.
  • CONTROLLING LAW AND JURISDICTION. This Agreement shall be governed, controlled, interpreted, and defined by and under the laws of the State of Tennessee and the United States, without regard to the conflicts of laws provisions thereof. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the Superior Court of Tennessee for Shelby County or the United States District Court, Memphis, Tennessee and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. In the event, any dispute arises and claims are made between the parties, the successful or prevailing party shall be entitled to recover attorney’s fees and costs from the non-prevailing party.
  • WAIVERS AND AMENDMENTS. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial waiver thereof include any other right, power, or privilege. This Agreement may not be amended, changed, discharged, or terminated except by in writing signed by duly authorized officers of the parties.
  • In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall only apply to such provision and shall not render this Agreement unenforceable or invalid as a whole; and, in such event, such provision shall be modified or interpreted so as to best accomplish the objective of such unenforceable or invalid provision within the limits of applicable law or applicable court decision and the manifest intent of the parties hereto.
  • RELATIONSHIP OF THE PARTIES. In fulfilling its obligations under this Agreement, each party shall be acting as an independent contractor. This Agreement does not make either party the employee, agent or legal representative of the other.
  • ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties hereto concerning the subject matter of this Agreement; and there are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein.

Inclusions:            Addendum A – Product, Fees & Payments

Addendum A – Product, Fees & Payments

  1. PRODUCT. The Product is defined as a “Software as a Service” (SAAS) Program which prequalifies individuals for business lending programs, business credit building, personal credit optimization, and business digital footprint marketing. 

 

  1. SETUP FEE. There is no setup on our end to activate a client. You are only required to pay an activation fee of $150. one hundred and fifty dollars for each client that you activate.
  1. SUCCESS SYSTEM MEMBERSHIP LICENSES. Pre-Qualification Success Scans are unlimited with Shared Private Label subscription and include a limited access license to Part 1 of the “Lender Compliance” section only. Success System Full Access licenses are $150 each one-time license pricing.                                                                                                                                                                                                          
  2. VENDOR CUSTOMIZATION. Shared or Private Label will be provided with a list of lender compliance fulfillment vendors for the purpose of joining their revenue-generating affiliate programs. Shared or Private Label can add their own service vendors. Shared or Private Label is responsible for developing a relationship with these vendors and for all interaction including commissions paid or not paid from these vendors. If there is a commission generated to CCA with will split the commission 50/50 if generated by the user of the software or their client. 

  3. FUNDING SOURCE DATA. Shared or Private Label will be provided with a data list of funding programs that includes organizations researched and reported to be direct lenders for those programs. Shared or Private Label is responsible for developing a relationship with these lenders and for all interaction including commissions paid or not paid from these lenders.                                                                                                                                  
  4. NO REFUND AND NO CHARGEBACK. Shared Private Label hereby agrees that the Setup Fee and Monthly Maintenance Fees are not refundable and to not dispute CCA, Inc.'s billing with the below institution.

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Signature Certificate
Document name: Client Activation Agreement
lock iconUnique Document ID: 4f422468c3bef5d80c1cae2d88a04ceef9ecef68
Timestamp Audit
March 13, 2022 6:16 am CSTClient Activation Agreement Uploaded by Credit Consultants Association - info@ccasite.org IP 2603:9000:aa01:4325:b81d:9cb2:ec6a:2c7