Software and Services License Agreement
Exhibit 6.1
NCIT – SAAS Agreement
v1.4– 091015
Software and Services License Agreement
This Software and Services License Agreement (the “Agreement”) is made and effective _____________________ (the “Effective Date”) between North Capital Investment Technology, Inc. (“Licensor” or “NCIT”), a Delaware corporation with its head office located at 000 X Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000, and REITless Impact Opportunity Zone Strategies LLC(“Licensee”), a limited liability company organized and existing under the laws of the State of Delaware, located at 000 X Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, XX 00000.
1. | Definitions. |
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
“Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Hosted Services.
“Action” has the meaning set forth in Section 13.1.
“Agreement” has the meaning set forth in the preamble; includes this agreement and its Schedules attached hereto.
“Authorized User” means each of the individuals authorized to use the Services pursuant to Section 3.1 and the other terms and conditions of this Agreement.
“Confidential Information” means the Software, Documentation, Specifications, and terms and conditions of this Agreement. Its meaning is further set forth in Section 10.1.
“Disclosing Party” has the meaning set forth in Section 10.1.
“Documentation” means the documentation for the Software and Services – any manuals, instructions or other documents or materials that the Licensor provides or makes available to Licensee in any form or medium and which describe the functionality, components, features or requirements of the Services or Licensor Materials, including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
“Effective Date” has the meaning set forth in the preamble.
“Error” means a material and continuing failure of the Software and Services to function in conformity with the Specifications.
“Fees” has the meaning set forth in Section 8.1.
Page 1 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
“Force Majeure Event” has the meaning set forth in Section 15.1.
“Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Licensee or any Authorized User from accessing or using the Services or Licensor Systems as intended by this Agreement. Harmful Code does not include any Licensor Disabling Device.
“Hosted Services” has the meaning set forth in Section 2.1.
“Indemnitee” has the meaning set forth in Section 13.3.
“Indemnitor” has the meaning set forth in Section 13.3.
“Initial Term” has the meaning set forth in Section 11.1.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
“License” means the license granted by Licensor to Licensee to use the Software and Services, and the regulated Documentation, in accordance with the terms and conditions of this Agreement.
“Licensee” has the meaning set forth in the preamble.
“Licensee Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Licensee or an Authorized User by or through the Services.
“Licensee Failure” has the meaning set forth in Section 4.2.
“Licensee Systems” means the Licensee's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Licensee or through the use of third-party services.
“Licensor” has the meaning set forth in the preamble.
“Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
Page 2 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
“Personal Information” means any information that, individually or in combination, does or can identify a specific individual or device or by or from which a specific individual or device may be identified, contacted or located. Personal Information includes Authorized Users’ social security numbers or brokerage account numbers, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC), “Personal Information” as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.
“Price” means the amount in License Fees Licensee shall pay as specified in Schedule B.
“Privacy and Security Policy” has the meaning set forth in Section 7.1.
“Process” means to take any action or perform any operation or set of operations that the SaaS Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings.
“Licensor” has the meaning set forth in the preamble.
“Licensor Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Licensor or its designee to disable Licensee's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Licensor or its designee.
“Licensor Indemnitee” has the meaning set forth in Section 13.2.
“Licensor Materials” means the Service Software, Documentation and Licensor Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Licensor or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Licensor Systems. For the avoidance of doubt, Licensor Materials include Resultant Data and any information, data or other content derived from Licensor's monitoring of Licensee's access to or use of the Services, but do not include Licensee Data.
“Licensor Personnel” means all individuals involved in the performance of Services as employees, agents or independent contractors of Licensor or any Subcontractor.
“Licensor Systems” means the information technology infrastructure used by or on behalf of Licensor in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Licensor or through the use of third-party services.
“Receiving Party” has the meaning set forth in Section 10.1.
“Renewal Term” has the meaning set forth in Section 11.2.
“Representatives” means, with respect to a party, that party's employees, officers, directors, consultants, agents, independent contractors, service providers, sub-licensees, subcontractors and legal advisors.
“Resultant Data” means information, data and other content that is derived by or through the Services from Processing or aggregating Licensee Data and is sufficiently different from such Licensee Data that such Licensee Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content.
Page 3 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
“Schedule” refers to any schedule attached to this Agreement, or any subsequently prepared document that the parties agree in writing to be considered a Schedule.
“Scheduled Downtime” has the meaning set forth in Section 5.2.
“Service Software” means the Licensor software application or applications and any third-party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Licensor provides remote access to and use of as part of the Services.
“Services” means any services provided by Licensor or its contractors to the Licensee in connection with this Agreement and supplemental T+M contracts, including software as a service (SAAS), installation, configuration, integration, customization training, and/or technical support, as specified in Schedule A.
“Software” means the computer programs specified in Schedule A in machine-readable, object code form, and any computer programs delivered to Licensee in machine-readable, object code form and any updates thereto, or provided by Licensor in connection with any Services hereunder.
“Specifications” means Licensor’s current published product release definitions.
“Subcontractor” has the meaning set forth in Section 2.5.
“Term” has the meaning set forth in Section 11.2.
“Third Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment or components of or relating to the Services that are not proprietary to Licensor.
“Warranty Period” means thirty (30) days from the date of Acceptance.
2. | Services. |
(a) Scheduled Downtime in accordance with Section 5.2;
(b) Service downtime or degradation due to a Force Majeure Event;
(c) Any other circumstances beyond Licensor's reasonable control, including Licensee's or any Authorized User's use of Third Party Materials, misuse of the Hosted Services, or use of the Services other than in compliance with the express terms of this Agreement; and
(d) Any suspension or termination of Licensee's or any Authorized Users' access to or use of the Hosted Services as permitted by this Agreement.
(a) Licensor has and will retain sole control over the operation, provision, maintenance and management of the Services and Licensor Materials, including the: (i) Licensor Systems; (ii) selection, deployment, modification and replacement of the Service Software; and (iv) performance of Service maintenance, upgrades, corrections and repairs; and
Page 4 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(b) Licensee has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Licensee Systems, and sole responsibility for all access to and use of the Services and Licensor Materials by any Person by or through the Licensee Systems or any other means controlled by Licensee or any Authorized User, including any information, instructions or materials provided by any of them to the Services or Licensor.
3. | Authorization and Licensee Restrictions. |
Page 5 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(a) modify or create derivative works or improvements of the Services or Licensor Materials;
(b) copy the Software and Documentation, unless for archival or backup purposes only. In such case, all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and all copies shall be subject to the terms of this Agreement;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Licensor Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
(d) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Licensor Materials, in whole or in part;
(e) bypass or breach any security device or protection used by the Services or Licensor Materials or access or use the Services or Licensor Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
(f) input, upload, transmit or otherwise provide to or through the Services or Licensor Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(g) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Licensor Systems or Licensor's provision of services to any third party, in whole or in part;
(h) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or Licensor Materials, including any copy thereof;
(i) access or use the Services or Licensor Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Licensor customer), or that violates any applicable Law;
(j) take any action which might lead a third party (including an Authorized User) to conclude that the Services involve the provision of investment advice or recommendations;
(k) access or use the Services or Licensor Materials for purposes of competitive analysis of the Services or Licensor Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Licensor's detriment or commercial disadvantage; or
(l) otherwise access or use the Services or Licensor Materials beyond the scope of the authorization granted under Section 3.1.
Page 6 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
4. | Licensee Obligations. |
5. | Service Levels. |
6. | Data Backup. Licensor will use commercially reasonable efforts to maintain regular data backups of Licensee Data, provided however, that LICENSOR HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF LICENSEE DATA. |
7. | Security. |
Page 7 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
7.2 Prohibited Data. Licensee acknowledges that the Services are not designed with security and access management for Processing the following categories of information: (a) data that is classified and or used on the U.S. Munitions list, including software and technical data; (b) articles, services and related technical data designated as defense articles or defense services; and (c) ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “Prohibited Data”). Licensee shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Services, the Licensor Systems or any Licensor Personnel. Licensee is solely responsible for reviewing all Licensee Data and shall ensure that no Licensee Data constitutes or contains any Prohibited Data.
8. | Fees; Payment Terms. |
(a) Licensor may charge interest on the past due amount at the rate of 3% per month, calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable Law. Such interest may accrue after as well as before any judgment relating to collection of the amount due;
Page 8 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(b) Licensee shall reimburse Licensor for all costs incurred by Licensor in collecting any late payments or interest, including attorneys' fees, court costs and collection agency fees; and
(c) if such failure continues for 10 days following written notice thereof, Licensor may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other Person by reason of such suspension.
9. | Intellectual Property Rights. |
10. | Confidentiality. |
Page 9 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
(b) except as may be permitted by and subject to its compliance with Section 10.4, not reveal, disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 10.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 10.3;
(c) safeguard and protect the Confidential Information from theft, piracy or unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and
(d) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 10.
(e) notify Disclosing Party immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Receiving Party, and shall fully cooperate with Disclosing Party to help Disclosing Party regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.
11. | Term and Termination. |
(a) Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee: (i) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Licensor's delivery of written notice thereof; or (ii) breaches any of its obligations under Section 3.3 (Use Limitations and Restrictions), Section 7.2 (Prohibited Data) or Section 10 (Confidentiality). Either party may terminate this Agreement upon 90 days written notice to the other for any commercial or business reason.
Page 10 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(b) Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure within three business days of Licensor’s notice to Licensee of the breach and Licensor’s intent to terminate the License; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach; and
(c) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(a) all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate;
(b) Licensor shall promptly cease all use of any Licensee Data or Licensee's Confidential Information and erase all Licensee Data and Licensee's Confidential Information from all systems Licensor directly or indirectly controls, provided that, (i) for clarity, Licensor's obligations under this Section 11.4(b) do not apply to any Resultant Data, and (ii) Licensor may retain Licensee Data or Licensee Confidential Information in its regular backup or archived files, or as required by law;
(c) Licensee shall promptly cease all use of any Services or Licensor Materials and (i) promptly return to Licensor, or at Licensor's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any Licensor Materials or Licensor's Confidential Information; and (ii) permanently erase all Licensor Materials and Licensor's Confidential Information from all systems Licensee directly or indirectly controls, provided that Licensee may retain Licensor Materials or Licensor's Confidential Information in its regular backup or archived files, or as required by law. Licensor shall be entitled to enter the Licensee’s Location(s) to repossess and remove the Software, Documentation, and any other Confidential Information. Licensee shall, within thirty (30) days from the effective date of the termination, certify in writing by an officer or director of the party that all copies of the Software and Documentation have been returned, deleted and destroyed.
(d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information in its then current state and solely to the extent and for so long as required by applicable Law; (ii) Licensor may also retain Licensee Data in its backups, archives and disaster recovery systems until such Licensee Data is deleted in the ordinary course; and (iii) all information and materials described in this Section 11.4(c) will remain subject to all confidentiality, security and other applicable requirements of this Agreement;
(e) Licensor may disable all Licensee and Authorized User access to the Hosted Services and Licensor Materials;
Page 11 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(f) if Licensee terminates this Agreement pursuant to Section 11.3(b), Licensee will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and Licensor will refund to Licensee Fees paid in advance for Services that Licensor has not performed as of the effective date of termination; and
(g) if Licensor terminates this Agreement pursuant to Section 11.3(a) or Section 11.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and Licensee shall pay such Fees, together with all previously-accrued but not yet paid Fees, on receipt of Licensor's invoice therefor.
12. | Representations and Warranties. |
(a) it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
(b) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;
(c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
(d) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
Page 12 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
13. | Indemnification. |
(a) access to or use of the Services or Licensor Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by Licensor;
(b) modification of the Services or Licensor Materials other than: (i) by or on behalf of Licensor; or (ii) with Licensor's written approval in accordance with Licensor's written specification;
(c) failure to timely implement any modifications, upgrades, replacements or enhancements made available to Licensee by or on behalf of Licensor; or
(d) act, omission or other matter described in Section 13.2(a), Section 13.2(c), Section 13.2(d) or Section 13.2(f), whether or not the same results in any Action against or Losses by any Licensor Indemnitee.
Page 13 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(a) Licensee Data, including any Processing of Licensee Data by or on behalf of Licensor in accordance with this Agreement;
(b) securities offering facilitated by the Licensee or its representatives, including any and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or qualification of a prospective investor for an offering,
(c) any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including Licensor's compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User to the extent prepared without any contribution by Licensor;
(d) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, which shall remain the sole responsibility of Licensee;
(e) allegation of facts that, if true, would constitute Licensee's breach of any of its representations, warranties, covenants or obligations under this Agreement; or
(f) negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement.
(g) any claim related to or arising out of a financial transaction brought by any third party based on the use of the Software;
(a) obtain the right for Licensee to continue to use the Services and Licensor Materials materially as contemplated by this Agreement;
(b) modify or replace the Services and Licensor Materials, in whole or in part, to seek to make the Services and Licensor Materials (as so modified or replaced) non-infringing, while providing substantially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Licensor Materials, as applicable, under this Agreement; or
Page 14 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(c) by written notice to Licensee, terminate this Agreement and require Licensee to immediately cease any use of and destroy or return all copies of the Software, Services and Licensor Materials in its possession or under its control.
THIS SECTION 13 SETS FORTH LICENSEE'S SOLE REMEDIES AND LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND LICENSOR MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.
14. | Limitations of Liability. |
15. | Force Majeure. |
Page 15 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
16. | Miscellaneous. |
If to Licensor: |
Attn: Xxxxx Xxxx North Capital Investment Technology, Inc. 000 X Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000
|
If to Licensee: | Attn: Xxxxx Xxxx REITless Impact Opportunity Zone Strategies LLC 000 X Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 |
Notices sent in accordance with this Section 16.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile, with confirmation of transmission, if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
Page 16 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
(a) Licensor shall not, without the prior written consent of Licensee, knowingly or intentionally solicit any of Licensee’s Authorized Users, provided, however, that this clause shall not prohibit Licensor from (a) accepting unsolicited business from any person or party; or (b) engaging in any general solicitation or targeted marketing activity without utilization of Licensee Data.
(b) Licensee shall not solicit the employment of nor employ any Licensor personnel who has been directly involved in the development, sale, installation, or support of the Software for a period of two (2) years from the later of the termination of such individual's employment at Licensor or the last date of Acceptance of any Software.
16.12 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in San Francisco, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. In the event of any litigation or other dispute arising as a result of or by reason of this Agreement, the prevailing party in any such litigation or other dispute arising as a result of or by reason of this Agreement, the prevailing party in any such litigation or other dispute shall be entitled to, in addition to any other damages assessed, its reasonable attorney’s fees, and all other costs and expenses incurred in connection with settling or resolving such dispute.
Page 17 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
[SIGNATURE PAGE FOLLOWS]
Page 18 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
North Capital Investment Technology, Inc.
Signature: |
Name: Xxxxx X Xxxx | |
Title: Managing Director | |
Date: |
Licensee: REITless Impact Opportunity Zone Strategies LLC
By: North Capital, Inc, its manager
Signature: |
Name: Xxxxx X Xxxx | |
Title: CEO |
Date: |
Page 19 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
SCHEDULE A
Software and SERVICES
The following Services will be provided under this Agreement and the applicable fees and expenses listed in Schedule B will apply.
_______ |
Summary of Services
1. TransactAPI · One instance of TransactAPI to be used in a live production environment (PROD). · One instance of TransactAPI to be used for pre-production testing purposes (STAGING). · Installation and functional configuration of the two instances above, according to the software and services specifications for TransactAPI. | |
_______ |
2. White-label Platform · All of the services in (1) above, plus · One instance of White-label Platform Technology to be used in a live production environment (PROD). · One instance of White-label Platform Technology to be used for pre-production testing purposes (STAGING). · Installation and functional configuration of the two instances above, according to the software and services specifications.
| |
_______ |
3. DirectInvest Button · TransactAPI Client ID and access to the Client Admin Environment · Creation of one offering in TransactAPI · Embed and sharing capabilities for integration of the DirectInvest Button Technology |
Each of the Services may be updated or modified from time to time, and tools and features may be added or removed, as determined in NCIT’s sole discretion.
Page 20 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
SCHEDULE B
FEES AND EXPENSES
(1) | TransactAPI Basic Licensing and Service Fee |
A. Installation and setup fee of $0, which includes basic installation of a client instance in the TAPI Admin Console, support, and troubleshooting during the integration period.
B. Basic licensing and service fee of $0 per month, payable quarterly in advance, upon receipt of production credentials.
C. If NCPS is the broker-of-record for Licensee securities offerings, the Basic licensing and service fee will be discounted to $0 per month, payable quarterly in advance, upon receipt of production credentials.
(2) | White-label Platform Basic Licensing and Service Fee |
A. Installation and setup fee of $0, which includes basic installation of a dedicated portal instance and a client instance in the TAPI Admin Console, support, and troubleshooting during the integration period. Also includes basic customization and branding limited to 30 hours.
B. Basic licensing and service fee of $0 per month, payable quarterly in advance, upon completion of installation.
C. If NCPS is the broker-of-record for Licensee securities offerings, the Basic licensing and service fee of $0 per month, payable quarterly in advance, upon completion of installation.
(3) | DirectInvest Button Basic License and Service Fee |
A. Installation and set-up fee of $0, which includes basic setup of one offering and one DirectInvest Button offering, a client instance in the TAPI Admin Console, support, and troubleshooting during integration period.
B. Basic licensing and service fee of $0 per month, or part thereof, per offering for the duration of the offering beginning at the “go-live date” as specified by the Licensee, payable at the beginning of each month.
Page 21 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
Any contractual agreements with third party vendors are not subject to the terms of this Agreement, unless otherwise provided for herein. References to third party fees, expenses, expense rates, and cost estimates are for indicative purposes only. Such fees may include but are not limited to the following:
· | Design and branding |
· | UX design |
· | Independent project management |
· | Custom development |
· | System integration services |
· | Testing services |
· | System configuration, administration, and support |
· | Dedicated servers |
· | Backups and storage |
· | Disaster recovery |
· | Bandwidth and load balancing |
· | DNS management |
· | Email marketing and support |
· | Electronic document management systems (Docusign / Echosign) |
· | Identity verification checks (KYC/OFAC/AML) |
· | Accreditation verification checks |
· | Payment processing fees |
· | SSL Certificates |
All payments shall be in US dollars and made at Licensor's option by credit card, check or wire transfer.
Page 22 of 23 |
NCIT – SAAS Agreement
v1.4– 091015
SCHEDULE C
T+M FEES AND EXPENSES
Schedule C is provided for information purposes only. Any and all custom development work will be charged on a time and material (“T+M”) basis unless otherwise agreed in writing.
The following hourly rate card will apply. Licensor reserves the right to update the rate card with 30 days prior written notice.
Solutions Architect | $ | 0 | ||
Senior Consultant | $ | 0 | ||
Project Manager | $ | 0 | ||
Developer | $ | 0 |
Discount for 100 hour prepaid block: N/A
Discount for 250 hour prepaid block: N/A
Materials and services provided by parties other than the Licensor, including but not limited to the list of services in Schedule B, will be billed at cost, subject to Licensee’s prior approval.
Page 23 of 23 |