WJCC Content License Agreement

WJCC is the owner or the exclusive licensee of certain original written materials designed to serve as a communication between investment advisors and their investor audiences (“Materials”), which are made available in the WJCC Content library (“Library”) in the form of a one-time purchase or an annual subscription; User desires to acquire the license rights to use the Materials and any of the content contained in the Materials in connection with User’s RIA related business activities (“User’s Business”). NOW THEREFORE in consideration of the foregoing recitals and the mutual covenants and obligations set forth below, the parties agree as follows: 1.       License Fee.  User has agreed to pay WJCC an agreed upon license fee, either for a one-time download of Materials or for an annual subscription as described in Section 4 of this License Agreement (“License Fee”). 2.       License.  Upon payment of the License Fee, WJCC hereby grants to User a non-exclusive non-transferable license to use, modify, excerpt, reproduce, and publish the Materials solely in connection with User’s Business in strict compliance with the terms and conditions of this License (“License”). This License also explicitly excludes sublicense to any third party. 3.       Materials.  Consistent with the grant of License, User may use the Materials as its own and shall not identify, credit, cite, source, or otherwise use WJCC’s name in connection with its use of the Materials. User may use the Materials consistent with the grant of the License and is solely responsible for verifying that (a) the content contained in the Materials is factually accurate, current, and up-to-date, (b) the content is suitable for use in connection with User’s Business, and (c) the use of the content in connection with User’s Business is in compliance with any local, state, and federal laws and regulations that govern or apply to User’s Business, including without limitation providing necessary or proper legal disclosures prior to use. 4.       Annual Subscription.  This Section 4 ONLY applies if User pays License Fee in connection with an annual subscription. 4.1    Annual Subscription Service. Annual subscription service includes User’s access to existing and new Materials added to the Library during the Annual Subscription Term of User (defined in Section 4.2). 4.2    Annual Subscription Term. Annual subscription term begins on the date User pays the License Fee for an annual subscription (“Beginning Date”) and ends on the 365th day following the Beginning Date (“Subscription Term”). 4.3    Annual Subscription Renewal.  User may elect to renew an annual subscription for another year at any time prior to the expiration of a Subscription Term by making payment of License Fee for an annual subscription.  WJCC will provide a courtesy notice to User at least two (2) calendar weeks prior to the expiration of a Subscription Term.  The new Subscription Term begins on the day following the last day of the previous Subscription Term. 5.       Limited Liability.  WJCC’s aggregate monetary liability to User for any reason and for any and all causes of action, whether in contract, tort, or otherwise, will not exceed the amount that User has paid to WJCC for the License Fee.  WJCC will not be liable to User under any cause of action, whether in contract, tort, or otherwise, for any indirect, special, incidental, consequential, or punitive damages, even if WJCC has been advised of the possibility of such damages.  The License Fee and WJCC’s obligations under this License are consideration for limiting WJCC’s liability to User. 6.       Disclaimer of Warranties.  WJCC expressly disclaims all warranties with respect to the content of the Materials, express and implied, including but not limited to the warranty of merchantability and the warranty of fitness for a particular purpose including without limitation, compliance with any state and federal laws or regulations governing or regulating User. 7.       Indemnification.  User will defend and indemnify WJCC for, from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, including but not limited to reasonable attorney’s fees, resulting from or arising out of any claim relating to the User’s use of the Materials including but not limited to, User’s use of the Materials in violation of any local, state, and federal laws and regulations that governs or applies to User’s Business. 8.       Termination.  WJCC reserves the right to terminate this License with written notice to User.  In the event WJCC terminates this License as a result of User’s breach of this License, User will not be entitled to a refund of the License Fee. 9.       Binding Effect.  This License Agreement will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit. 10.    Amendment.  This License Agreement may be amended only by a written document signed by the party against whom enforcement is sought. 11.    No Third-Party Beneficiaries.  The parties do not intend to confer any right or remedy on any third party. 12.    Entire Agreement.  This License Agreement contains the entire understanding of the parties regarding the subject matter of this License Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this License Agreement. 13.    Venue.  Any action or proceeding arising out of this License Agreement will be litigated in courts located in Lane County, Oregon.  Each party consents and submits to the jurisdiction of any local, state, or federal court located in Lane County, Oregon. 14.    Attorney’s Fees.  If any litigation is instituted to interpret, enforce, or rescind this License Agreement, including but not limited to any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind, including but not limited to the costs and disbursements specified in ORCP 68 A(2), incurred in connection with the arbitration, the litigation, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court.