Your Personal Wealth Strategy Plan

Welcome to the Knowles Software owned, operated, or provided by The Knowles System, a registered trademark. These Terms of Use (“Terms”) govern your use of Knowles System Software or service (collectively, the “Services”) that includes an authorized link to these Terms.

Please review these Terms carefully before using the Software. By using any of the Knowles System Services, you accept these Terms.

1. Changes
We may occasionally change these Terms, so we encourage you to review the Terms periodically. The most current version of the Terms (along with their effective date) will be linked from each of the Services. If you continue to use the Services after we change the Terms, you accept all changes.

2. Privacy Policy; Additional Terms
The Knowles System Software terms apply to your use of the Software and Services. We will provide these terms to you or post them on the Services to which they apply; they are incorporated by reference into these Terms. If there is a conflict between these Terms and any additional terms that apply to a particular Service, the additional terms will control. The Knowles System, training, 21 Day Client System and all intellectual property and services also have additional rules and eligibility requirements, such as requirements to license the system, hold an insurance license and you are responsible for complying with these rules and requirements.

3. Registration and Access Controls
You are responsible for maintaining the confidentiality of your login names and passwords and you accept responsibility for all activities, charges, and damages that occur under your account. If you have reason to believe that someone is using your account without your permission, you should CONTACT US immediately. We will not be responsible for any loss or damage resulting from your failure to notify us of unauthorized use. If we request registration information from you, you must provide us with accurate and complete information and must update the information when it changes

4. Intellectual Property; License
The content, information, data, designs, code, and materials associated with the Knowles Systems Services (“Content”) are protected by intellectual property and other laws. You must comply with all such laws and applicable copyright, trademark or other legal notices or restrictions. Subject to these Terms, you may access and use the Services only for your own personal, non-commercial use. We reserve all other rights to the Services and Content, and you may not otherwise copy, reproduce, distribute, publish, display, perform, or create derivative works of the Services or Content without our permission. You also may not transfer or sublicense this limited right to use the Knowles Systems Software Services or resell the Software/System. WHEREAS, KS owns all rights in the work entitled “The Knowles System” (the “Work”) and in the service marks shown on Schedule A attached hereto (the “Marks”); and

WHEREAS, Licensee wishes to use the Work in presentations (“Presentations”) to clients and potential clients (“Clients”) for the purchase of Licensee’s insurance products and other financial services and to use the Marks in connection with the advertising and promotion of such Presentations, NOW, THEREFORE, the parties agree as follows:

1. Grant of License. Subject to the terms and conditions of this Agreement, KS grants to Licensee a non-exclusive, non-transferable license (a) to use the Work in Licensee’s Presentations and to reproduce the Work in the limited quantities and for the limited purposes specified herein, and (b) to use the Marks to promote and advertise Licensee’s Presentations.

2. Scope of Permitted Use of the Work and the Marks.

a. Restrictions on Use of the Work. Licensee may use the Work only as an educational sales tool and system with the general public in order to promote sales of life insurance products and mortgage products through vendors approved by KS (“Approved Vendors”). Such Approved Vendors may include Licensee, and sales of life insurance products to a Client may occur as a stand-alone transaction or as part of an overall financial plan prepared for the Client by KS at the request of an Approved Vendor. Licensee acknowledges that the Work contains the proprietary works of KS. Licensee shall not use the Work for any purpose other than as specifically described in this Agreement. Licensee agrees to use the Work for its intended purpose and to limit access to the Work to only those employees of Licensee who require such access so that Licensee may exercise its rights in the manner permitted under this Agreement. Licensee represents and warrants that it shall not knowingly and willfully take any action which would cause or permit the Work or any portion thereof to enter the public domain.

(b) Restrictions on Use of the Marks. The nature of the services in connection with which the Marks are used by Licensee, and the manner in which the Marks are used (other than their display as a part of the Work in the course of Presentations as permitted hereby), shall be subject to the approval of KS. Licensee shall maintain the quality of its services rendered in connection with the Marks (i) in accordance with reasonable quality standards established by KS, and (ii) in any event, in full compliance with all applicable Federal and State statutes, regulations, and rules, and all standards generally regarded in the insurance and financial planning industries as best practices. When requested to do so, Licensee shall make reasonable provisions to enable KS to evaluate Licensee’s services rendered under the Marks, and KS shall be afforded the opportunity (including without limitation sufficient copies) to review Licensee’s use of the Marks in promotional materials that are made available to the public. Breach of this quality maintenance obligation by Licensee shall be grounds for termination of this Agreement by KS pursuant to Section 11 (j).

c. Licensee’s Employees and Agents. Licensee shall advise those of its employees and agents involved in the use of the Work and the Marks of these restrictions. Licensee agrees that its employees and agents shall abide and be bound by the terms of this Agreement.

d. Derivative Works and Copies. Licensee’s rights hereunder involve only the current version of the Work, and Licensee has no rights whatsoever in any derivative works of the Work, including without limitation subsequent versions of the Work. Licensee shall have the right to make as many copies of the Work as Licensee deems reasonably necessary for its use as described in and limited by this Agreement, provided that any copy made must include the copyright and other proprietary notices as specified in Section 7 herein.

e. Reservation of Rights. KS may continue to use the work and the Marks without any limitations arising from this Agreement. All rights not expressly granted or reserved to Licensee hereunder are reserved to KS. All rights granted under this Agreement shall be terminable by KS at its option, subject to the provisions of Section 11(j), in the event Licensee uses the Work or any of the Marks in a manner which is outside the scope of this Agreement.

3. Copyright and Marks. All right, title, and interest in and to (a) the Work, including without limitation copyrights, and (b) the Marks, are the exclusive property of KS.

4. Term of License. The term of this Agreement shall begin on the date first appearing above and continue for a period of one year, and shall automatically renew for one year periods thereafter unless either party gives written notice of termination at least 60 days prior to the expiration of any given one-year term. This Agreement may also be terminated at any time in accordance with Section 11(j).

5. Territory. The territory for the license granted hereunder is the United States.

6. Consideration. In consideration of the rights licensed to Licensee hereunder, and in consideration of the sale of one (1) copy of the Work, Licensee shall pay KS $119.00 for the first months licensing fee plus a onetime set up fee of $339.00 for a total of $458.00 upon the signing of this Agreement. The monthly fee thereafter will be $119.00.

7. Proprietary Markings. Licensee shall include, in the notice required in Section 2.d above, such version of the following language as shall be reasonably determined by KS:
This work is the copyrighted property of Knowles Systems, LLC. No part of this work may be reproduced or transferred by any party without the express written permission of Knowles Systems, LLC. [The marks] are [registered] service marks of Knowles Systems, LLC.

8. Representations and Warranties. (a) Each party represents and warrants that it has the right and is free to enter into this Agreement, to grant the rights herein granted and to fully perform its obligations hereunder. (b) Each party represents and warrants that it has not and will not enter into any agreement that will conflict with this Agreement. (c) KS represents and warrants that the copy of the Work delivered to Licensee is free and clear of any liens or claims by any third party. (d) KS represents and warrants that the copy of the Work delivered to Licensee does not and will not violate or infringe upon the copyright, patent, trade secret or other proprietary or intellectual property rights of any third party. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED.

9. Indemnification. Each party indemnifies and holds the other and its officers, directors, agents, and employees harmless from and against any and all claims, damages, liabilities, losses, judgments, costs, and expenses (including costs and legal fees) occasioned by or arising out of breach by the indemnifying party of any of its representations, warranties, and agreements made hereunder.

10. Intellectual Property Infringement Indemnity. KS will defend and indemnify Licensee and hold Licensee harmless against costs, expenses and liability upon any claim by any third party that the Work or any of the Marks infringes or violates any copyright, trademark or trade secrets rights of such third party, provided that: a) Licensee notifies KS promptly in writing of any notice of such claim; b) licensee cooperates with KS in all reasonable respects in connection with the investigation and defense of any such claim; c) KS shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise; and d) should the Work become, or in KS’s opinion be likely to become, the subject of a claim of copyright or trademark infringement or trade secret is appropriation, Licensee shall permit KS, at KS’s option and expense, to: (i) procure for Licensee the right to continue using the Work or the Mark, or (ii) replace or modify the same so that it becomes non infringing; or (iii) terminate this License Agreement and refund to Licensee any unamortized portion of the license fee paid therefore, amortized over a period of five (5) years. Notwithstanding anything herein to the contrary, however, KS shall have no obligation or liability to License under any provision of this paragraph if any copyright or trademark infringement claim is based upon use of the Work or any Mark in a manner that exceeds the scope of use permitted under this License Agreement.

11. General.
a. Relationship of the Parties. The relationship of the parties under this Agreement is and at all times shall remain that of independent contractors. Nothing in this Agreement will be construed to create a joint venture, partnership, employment, or agency relationship between Licensee and KS. Neither party will have the right or the authority to assume, create or incur any liability or obligation against or in the name of or on behalf of the other. This Agreement will not be deemed to make either party a surety for or guarantor of the other’s obligations or liabilities. Neither party may use the name of the other without its consent, except for internal business purposes or to the extent permitted by, or required to fulfill, the terms of this Agreement.

b. Notice. All notices, requests, demands, reports, or other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given or served when delivered to or received, by mail, fax or hand, at the respective addresses of the parties set forth in the preamble of this Agreement or such other addresses as either party may hereafter designate in writing.

c. Assignment. Licensee may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, except with the written consent of KS. KS may assign or transfer this Agreement and its rights or obligations hereunder; provided, however, that no such delegation or other transfer will operate to relieve KS of its obligations to Licensee hereunder if not otherwise performed.

d. Governing Law. This Agreement will in all respects be governed by and interpreted, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, excepting its choice-of-law provisions. Any action arising out of or relating to this Agreement, its performance, enforcement, or breach will have jurisdiction and venue in a State or Federal court situated within the Commonwealth of Massachusetts. The parties consent and submit themselves to the personal jurisdiction of said courts for all such purposes.

e. Construction. Every provision of this Agreement will be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise in enforceable, such provision will be deemed severed from this Agreement, and all other provisions will remain in full force and effect.

f. Non-Waiver and Commutation of Remedies. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity will not constitute a waiver of such provision, right, or remedy nor will it affect the validity of this Agreement. The waiver of any default by either party will not be deemed a continuing waiver. Except as expressly provided herein, all remedies available to either party for breach of this Agreement or at law or in equity are cumulative and may be exercised concurrently or separately.

g. Binding Agreement. This Agreement will inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.

h. Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all prior understandings and agreements between the parties regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by both parties.

i. Survival of Terms. Those provisions of this Agreement that, by their sense and context, are intended by either or both parties to survive the completion of performance and the termination of this Agreement shall so survive.

j. Termination for Material Breach. KS shall have the right to terminate this Agreement and Licensee’s rights hereunder for any material breach of this Agreement not cured within fifteen (15) days after written notice from KS. Subject to Section 11(i), Licensee shall have the right to terminate this Agreement for cause at any time effective fifteen (15) days after

We occasionally provide third party content or link to third party websites on the Services. We do not necessarily endorse or evaluate third party content and websites, and we do not assume responsibility for third parties’ actions or omissions.