ONLINE NON-EXCLUSIVE LICENSE AGREEMENT
THIS ONLINE AGREEMENT, made and entered into by and between, CFI Capital Ltd. ,a Colorado Limited Liability Company, (hereinafter Licensor, which term includes its successors and assigns); and any user of the CFI Capital website that has paid the Initial Non-Refundable License Fee, (hereinafter the INRLF), via online payment at www/.cfi-cap.com; (hereinafter Licensee).
WHEREAS, Licensor possesses an exclusive license from the owner of certain intellectual property, including the exclusive right to sublicense said intellectual property on a non-exclusive basis, including the technology and methods described and claimed in a United States patent application for Flexponent Based Investment Instrument (“Patent Application”) and any divisions, substitutes, continuations and continuations-in-part thereof and letters patent issued thereon, and also related copyrighted written materials. The said intellectual property all relates to the enablement of a new funding paradigm, using contractual commitments that enforce an intrinsically equitable valuation of a startup enterprise, hereinafter collectively referred to as the Patent Related Property; and
WHEREAS the Licensor has developed an executable document, which has been named a Convertible Flexponent™ Instrument, (hereinafter CFI), (aka Convergent Financial Instrument™), which is a contract based equity in an entity, and can be executed and provided to investors in exchange for investment in said entity, and Licensor has a copyright on this CFI. This CFI uses and implements much of the Patent Related Property.
WHEREAS the Licensor has further developed an excel spreadsheet, a CFI Capitalization Spreadsheet, which can be used to detail all CFI based investment to date in an entity which is using the CFI to raise capital, and which further provides a daily updated estimate of the value of each investment, and a valuation of the full enterprise value of the entity. This spreadsheet uses and implements much of the Patent Related Property, and the Licensor also has a copyright on this CFI Capitalization Spreadsheet, and ownership of many proprietary constructs included therein. This CFI Capitalization Spreadsheet together with the CFI, and any other CFI related copyrighted materials and any other written materials supplied by Licensor shall be hereinafter collectively referred to as the Licensor’s Materials.
WHEREAS the Licensor possesses technical information and expertise in the use of the Patent Related Property; and
WHEREAS, Licensee desires to acquire a non-exclusive license to use the Patent Related Property and, in connection therewith, to sell equity positions in the Licensee entity that are defined by the financial constructs of the Patent Related Property.
WHEREAS, Licensor is desirous of granting such a license, under the following terms and conditions;
NOW THEREFORE, for and in consideration of the mutual covenants hereinafter set forth, and other good and valuable considerations, the sufficiency of which is hereby acknowledged, the parties have agreed and do hereby agree as follows;
- LICENSE GRANT. Licensor grants to Licensee a non-transferable and non-exclusive license to use the Licensor’s Materials, and to use features of the Patent Related Property in order to provide documentary evidence of investor equity in Licensee in consideration of investment made in Licensee by an investor.
- LICENSE LIMITATIONS. The license herein granted is expressly limited to use by Licensee for the specific purpose described in paragraph 1 above. The license does not include the right to publish or distribute the licensed Patent Related Property, nor any of the Licensor’s Materials. The right to copy any of the licensed Patent Related Property or Licensor’s Materials is limited to copies necessary to implement the use of the licensed Patent Related Property or Licensor’s Materials with multiple investors in the Licensee. In the event that Licensee finds it necessary or convenient to modify or abbreviate the printed materials comprising the Licensor’s Materials , Licensee shall first notify Licensor of intent to make such modifications, and also provide Licensor with a fully modified version of the printed materials, modified as the Licensee intends to use, before any such use.. Any intellectual property, including copyright, that may accrue from such modification/s shall be and is hereby assigned to Licensor, or to the owner of the Patent Related Property, as determined by agreement(s) between Licensor and the owner of the Patent Related Property.
- SUBLICENSES. Licensee shall have no right to sublicense the licenses granted herein.
- LICENSE FEE. Licensee shall deliver to Licensor a Formal Non-Exclusive License Agreement (“Agreement”) and should have already completed payment to Licensor of an INRLF via online payment at www/.cfi-cap.com, in advance of and as a prerequisite to this Agreement. Upon receipt of the Formal Non-Exclusive License Agreement, and after full access to the funds from the online payment of the INRLF have been received by Licensor,, Licensor will immediately provide to Licensee download access to Convertible Flexponent™ Instrument executable contract form, or provide said form via email to Licensee.
- ROYALTIES. In consideration of the license herein granted, the Licensee hereby agrees to compensate the Licensor as follows: to pay the Licensor, during the life of this agreement, a royalty at the rate of $15/year for each active equity contract issued and remaining in force anytime during the preceding year, plus an amount equal to 1% of all cash investment received by Licensee from investors, (not including employees, officers or principles of Licensee), during the previous year, for which a CFI was provided to an investor as documentary evidence of investor equity in Licensee. This amount will be due on each annual anniversary of the execution of this Agreement.
- ACCOUNTING AND PAYMENT OF ROYALTIES. The Licensee agrees to keep accurate books of account showing the total number of outstanding equity contracts based on the licensed Licensor’s Materials and use of the Convertible FlexponentTM Instrument that are currently in force.
- INSPECTION. Licensor or its appointed agent shall have the right to inspect the equity and capitalization records of Licensee with respect to the utilization of the licensed Licensor’s Materials and the CFI, during normal business hours for the purpose of verifying the statements or information required to be furnished in paragraph 4 above.
- CONFIDENTIALITY. Licensee and its equity holders shall keep all information and the Methods of the licensed Patent Related Property and content of the CFI and other Licensor’s Materials confidential. The CFI and any other written materials furnished to Licensee under this Agreement are the copyrighted properties of Licensor and shall not be copied, duplicated, published or distributed, except for its intended use by one or more investors as evidence of an equity position in the Licensee entity.
- EQUITY CONTRACT FORMS. All forms used by Licensee to define equity positions in Licensee Entity using part of Invention shall include the following paragraph unaltered, in a prominent, and fairly early portion of the document:
- IMPROVEMENTS BY LICENSEE. Licensee agrees to promptly and fully disclose to Licensor all new, related, or competing improvements in or relative to the licensed Patent Related Property or to the Licensor’s Materials, which Licensee may make during the continuance in force of this agreement. All right, title and interest in such improvements shall be and are hereby assigned by Licensee to Licensor, or to the owner of the Patent Related Property, as determined by agreement(s) between Licensor and the owner of the Patent Related Property.
- LICENSE TERM. This agreement shall continue during the legal life of the Patent Related Property or the Licensor’s Materials, whichever is longer, unless sooner terminated pursuant to the provisions of paragraph 13 regarding termination.
- WARRANTIES OF LICENSEE. The Licensee agrees, represents and warrants as follows:
(a) When executed and delivered, this Agreement will constitute a legal and binding obligation of the Licensee, and will be valid and enforceable against the Licensee in accordance with the terms hereof.
(b) Licensee does not now author or sell and will not during the term of this Agreement author or sell equity defining instruments or documents which directly compete with the FlexponentTM Instrument which is the subject of this Agreement.
(c) Licensee acknowledges Licensor’s ownership and sole right to market the concepts and constructs of the Patent Related Property and Licensor’s Materials.
(d) Except for Licensor’s licensor, Licensor is the exclusive owner of the licensed Patent Related Property and Licensor’s Materials, Licensee shall not initiate or participate in any challenge to the validity of the licensed Patent Related Property or Licensor’s Materials, or the right of Licensor to enforce its exclusive rights in the licensed Patent Related Property or Licensor’s Materials. Any such challenge by the Licensee shall terminate this license agreement.
- SUPPORT FEES. While Licensor, at Licensors discretion, may provide some minimal support at no additional fee, Liscensor shall have the right to begin billing for any additional support once Licensor has notified Licensee that additional time will be provided only at a set billable rate. Any support provided beyond this point will be billable at the billable rate, and will be invoiced to Licensee at the provided email address. Any hours invoiced to Licensee must be paid within 30 days of invoice.
- TERMINATION. This Online Non Exclusive License Agreement will be replaced by a Formal Non Exclusive License Agreement upon the date of execution of said Formal Non Exclusive License Agreement. This license will also automatically terminate 14 days after payment of Initial Non-Refundable License Fee, unless a Formal Non Exclusive License Agreement has been executed by the parties prior to that time.If any of the parties hereto shall breach any of the terms of this agreement, and shall not cure such breach within thirty (30) days of written notice thereof, then the aggrieved party may, by written notice, terminate this agreement forthwith. Termination of this agreement shall not relieve the Licensee from paying any support fees due, or from paying the full royalties herein provided on all of the FlexponentTM Instruments used by the Licensee either before or after the date of such termination. Failure by either party to terminate for any breech of the other party shall not be construed as a waiver of the right so to do for any continuation of said breach, or for any subsequent breach of the same or dissimilar nature.
The Licensor shall have the right to terminate this agreement at any time on or after the filing by the Licensee of a petition for bankruptcy or insolvency or upon or after adjudication that the Licensee is bankrupt or insolvent, or upon or after the filing by the Licensee of any petition or answer asking reorganization, readjustment, or rearrangement of the business of the Licensee under any law or governmental regulation relating to bankruptcy or insolvency, or upon or after the appointment of a receiver for all or substantially all of the property of the Licensee or upon or after the initiation by the Licensee of any proceeding for liquidation or winding up of its business; and upon the exercise of such right, this agreement shall be terminated fifteen (15) days after notice in writing to that effect has been given by the Licensor to the Licensee.
- NOTICES. All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed to the parties at the addresses appearing in the first paragraph of this agreement. Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.
- GOVERNING LAW. This agreement shall be construed in accordance with the laws of the State of Colorado and the United States of America.
- JURISDICTION AND VENUE. In the event of any dispute with respect to this agreement, the parties agree that courts of the State of Colorado or the Federal Courts in the District of Colorado have jurisdiction over the parties and the subject matter of this agreement and that venue for any state legal action is in El Paso County, Colorado.
- MODIFICATION. This agreement shall not be modified except by writing executed by both parties hereto.
- ASSIGNMENT. This agreement may not be assigned by the Licensee without the express written consent of the Licensor.
- ENTIRE AGREEMENT. This agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver or modification of this agreement shall be binding unless executed in writing by the parties hereto.
IN WITNESS WHEREOF, the Licensor has made this Online Non-Exclusive License Agreement available to those entities who pay the INRLF, and Licensee has clicked on the ADD TO CART button for the CFI License Package, and has paid the INRLF using Licensor’s credit card. The date of this payment, has therefore become the date of execution of this agreement.