Terms Of Use
Welcome to the One Stop for Life® Software Solutions owned, operated, or provided by One
Stop for Life®, a registered trademark. These Terms of Use (“Terms”) govern your use of One
Stop for Life® Software Solutions 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 One
Stop for Life® Software Solutions, 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 One Stop for Life® Software Solutions terms applies 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. One
Stop for Life® Software Solutions 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 One Stop for Life®
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 One Stop for Life® Software Solutions or resell the
Software/System.
WHEREAS, One Stop for Life® owns all rights in the work entitled “One Stop for Life®
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, One Stop for Life®
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 One Stop for Life® (“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 One Stop for Life® at the request of an Approved Vendor. Licensee acknowledges that
the Work contains the proprietary works of One Stop for Life®. 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 One Stop for Life®. Licensee shall maintain the quality of its services
rendered in connection with the Marks (i) in accordance with reasonable quality standards
established by One Stop for Life®, 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 One Stop for Life® to evaluate Licensee's services
rendered under the Marks, and One Stop for Life® 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 One Stop for Life® 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. One Stop for Life® 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 One Stop for Life®. All rights granted under this
Agreement shall be terminable by One Stop for Life® 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 One Stop for Life®.
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 One Stop for Life®
$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 One Stop for Life®.
This work is the copyrighted property of One Stop for Life®. No part of this work may be
reproduced or transferred by any party without the express written permission of One Stop for
Life®. [The marks] are [registered] service marks of One Stop for Life®.
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) One Stop for Life® 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) One Stop for Life® 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. One Stop for Life® 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 One Stop
for Life® promptly in writing of any notice of such claim; b) licensee cooperates with One Stop
for Life® in all reasonable respects in connection with the investigation and defense of any such
claim; c) One Stop for Life® 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 One Stop for Life®'s opinion be likely to become, the subject of a claim of copyright or
trademark infringement or trade secret is appropriation, Licensee shall permit One Stop for
Life®, at One Stop for Life®'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, One Stop for Life® 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
One Stop for Life®. 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 One Stop for Life®. One
Stop for Life® 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 One Stop for
Life® 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. One Stop for Life® 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 One Stop for Life®. 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.