AGREEMENT
THIS AGREEMENT made this _____ day of _________________, 2003, by and
between __________________________ (Licensee) and the Center for Futures
Education, Inc. (the Center):
WITNESSETH, THAT WHEREAS
A.
B.
C.
Licensee is a firm interested in educating the public about options, futures
and futures option contracts.
The Center offers the Frequently Asked Futures Questions Service
(FAFQS) through its web site at www.thectr.com.
Licensee wishes to offer the Center’s FAFQS on its web site at
www.__________________ to increase traffic to its web site and provide
its customers with the benefits associated with the FAFQS.
NOW, THEREFORE, the parties agree as follows:
1.
Quantity.
Licensee agrees to buy one banner page for the FAFQS. Licensee may
display the links to the banner page for access and use by users of
Licensee’s web site.
2.
Sales Price.
Licensee agrees to pay a $300.00 non-refundable fee per banner page for a
one year subscription to the FAFQS.
3.
Time of Payment.
Licensee agrees to pay the Center within 30 days after establishing a link
to the Center’s web site. A 1.5% financing charge shall be added monthly
on late payments. After 60 days of non-payment, the Center shall remove
Licensee’s banner page from the Center’s web site.
4.
Term.
This contract shall commence upon approval of the banner page by
Licensee and continue for one year.
5.
Accuracy and Timeliness.
The Center shall use its best efforts to provide Licensee with accurate and
timely information; however, no guarantees as to accuracy or timeliness
can be made because the Center is dependent upon third parties whose
accuracy and motivation may or may not exist.
6.
Rights Granted.
The Center grants licensee the non-exclusive, non-transferable, nonsublicensable, revocable right to link to the FAFQS during the term of the
Agreement for the sole purpose of generating hits to licensee’s web site.
The Center reserves all of its rights, and those of the other respective
rights owners, in the FAFQS, and Licensee claims no rights whatsoever in
the FAFQS.
Licensee grants the Center the non-exclusive, non-transferable, nonsublicensable, revocable right during this Agreement to use Licensee’s
logo(s), tradename(s) and trademarks(s) on the Licensee’s banner page.
7.
Licensee Customer Agreements.
The Center shall provide Licensee with a copy of certain terms and
conditions binding upon Licensee’s customers to which the sale or license
of the FAFQS is subject (Use agreements) and prior to its use, Licensee
will require customers to agree to said terms and conditions as a condition
of purchasing the FAFQS. The Center may change any provision of the
Use agreement from time to time without notice to Licensee.
8.
Customer Responsibility.
Licensee agrees that customers who use the FAFQS through the offers on
Licensee’s site will be deemed to be customers of the Center as well, for
all purposes, including, without limitation information management and
direct marketing. The Center agrees not to sell the customer names it
acquires from Licensee.
9.
REPRESENTATIONS AND WARRANTIES.
THE CENTER MAKES NO REPRESENTATIONS OR WARRANTIES
TO ANY PERSON OR ENTITY WITH RESPECT TO ANY SERVICES
PERFORMED OR ANY INFORMATION, CONTENT OR OTHER
MATERIALS PROVIDED OR MADE AVAILABLE BY IT
HEREUNDER, AND DISCLAIMS ALL IMPLIED WARRANTIES,
INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF
PERFORMANCE, DEALING OR TRADE USAGE. THE CENTER
DOES NOT REPRESENT THAT THE OPERATION OF ITS
SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND IT
WILL NOT BE LIABLE FOR THE CONSEQUENCES OF SUCH
INTERRUPTIONS, ERRORS OR FAILURE TO ADEQUATELY
ANSWER QUESTIONS.
10.
Hold Harmless.
Each party shall hold harmless the other against and from all claims,
liabilities, suits, damages, costs, including without limitation, attorney’s
fees, disbursements, and court costs relating to this agreement and any
services performed or to be performed pursuant to this agreement.
11.
Limitations of Liability.
NEITHER PARTY SHALL BE LIABLE OR OBLIGATED UNDER
ANY SECTION OF THIS AGREEMENT OR UNDER CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR
EQUITABLE THEORY FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST
PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE
SERVICES.
12.
Binding Agreement.
This agreement shall be binding on all parties hereto and upon all their
assigns.
13.
Applicable Laws.
The laws of Pennsylvania shall apply to the terms of this agreement
without giving effect to the principles of conflicts of law. Any disputes
shall be settled according to Pennsylvania law in the Mercer County
Court, Mercer County, Pennsylvania.
14.
Warranty.
The Center warrants that the Center has all rights, authorizations or
licenses to provide the banner pages and the contents thereof to Licensee
for display and use in accordance with terms of this Agreement.
15.
Entire Agreement.
This agreement contains the entire agreement between the parties, and all
prior discussions and representations between them are merged herein.
No modifications of this agreement shall be made except in writing signed
by a duly authorized representative of each party.
IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first above written.
Licensee.
Center for Futures Education, Inc.
By _______________________________
By ___________________________
Date ______________________________ Date _________________________