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
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 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Inclusions: Addendum A – Product, Fees & Payments
Addendum A – Product, Fees & Payments
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Document Name: Client Activation Agreement
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