Print This Application/License
14 Country Spring Walk
Conestogo, Ontario N0B 1N0
The Personal Use License permits installation to any
computer used specifically for the benefit of one licensed insurance agent.
Please print and mail this completed application with your check to:
Print This Application/License
| Purchasing Agency Name: | ______________________________________________ |
| Amount: (Please add 6% GST or 14% for HST) (Ontario residents also add 8% PST) |
$104 |
| Agency Name (appears on quotes): | ______________________________________________ |
| Agent Name (appears on quotes): | ______________________________________________ |
| Address: | ______________________________________________ |
| City, Province & Postal Code: | ______________________________________________ |
| Phone Number: | ______________________________________________ |
| Fax Number: | ______________________________________________ |
| E-mail Address: | ______________________________________________ |
Do you want your name listed at www.term4sale.ca?
(please circle your choice) Yes or No
Your 2 different postal code listings choices are:
___________ ___________
NOTE: If you do not have this month's update
of our software, fax a copy of the first page of this
completed application and a copy of your check, to:
When we receive your fax the current monthly update will be e-mailed to you or 5 minutes after you fax this form, connect your computer to www.compulife.com then call us at (800) 798-3488. We'll give you instructions on how you can download and install the current update.
After Compulife receives this application and your check
in the mail, an installation e-mail will be sent. The installation e-mail will be
sent when the application and check have been received and processed.
Once you install your software from the installation e-mail, your computer will be authorized
to automatically check for and download internet updates until the end of your subscription
period.
THIS AGREEMENT is made this ______ day of _______________ 200 ______ between
Compulife Software Inc. ("Compulife"), a corporation incorporated under the
laws of Ontario and
Name of "Customer", _________________________________________________
AND WHEREAS the Customer desires to obtain and employ the Software;
AND WHEREAS the Customer is or has only ONE licensed life insurance agent or life
insurance broker who will use the Compulife quotation system software to produce
insurance quotations and illustrations for the Customer's sale of life
insurance to the public;
AND WHEREAS the Customer does not produce any quotations which are provided to any other
life insurance agents or life insurance brokers or for anyone other than the
Customer's own insurance clients or prospective insurance clients who use the
quotations solely for the purpose of assisting the client or prospective
client in the purchase of life insurance from the Customer;
AND WHEREAS the Customer does not permit any other life insurance agent or life
insurance broker to use the software on the Customer's computer equipment;
AND WHEREAS the Customer acknowledges that the "agent name" which is to be entered and
serialized into the program shall be: Name of "agent" _____________________________________________
AND WHEREAS COMPULIFE agrees that the Software can be used on any individual
computer used by the Customer for the agent;
Therefore, Compulife agrees to grant and Customer agrees to accept, pursuant to
the following terms and conditions, a non-exclusive, non-transferable,
restricted license to use Compulife's Software.
POSSESSION AND USE OF COMPULIFE'S SOFTWARE CONSTITUTES ACCEPTANCE OF THE TERMS
OF THE LICENSE AS SET OUT HEREIN.
1. Definitions
2. Software Ownership
Compulife represents that it is the owner of the Software and the title of the
Software remains with Compulife. All applicable rights to copyrights, trade
secrets, patents and trademarks in the Software or any modifications or
enhancements made by Compulife or made by Compulife at Customer's request shall
remain with Compulife.
3. License
4. License Fees
5. Taxes
Customer shall, in addition to the other amounts payable under this Agreement,
pay all sales, use, value added or other taxes, federal, provincial, or otherwise,
however designated, which are levied or imposed by reason of the transactions
contemplated by this Agreement.
6. Software Updates and Improvements
7. Use and Training
Customer shall limit the use of the Software to its agent or support staff of
the agent who have been appropriately trained. In conjunction with the sale of life insurance to
the public, Customer shall limit use of the Software, including use of the
printed proposals and schedules from the software, to the life agent who must be duly
and properly licenced to sell life insurance by their respective federal or
provincial jurisdictions.
8. Exclusion of Warranty
The Software is being provided to the user AS IS and all warranties are
excluded. Compulife makes NO WARRANTY either express or implied with respect to
the Software Package. All warranties as to merchantability or fitness for any
particular purpose are hereby disclaimed.
9. Limitation of Damages
Compulife shall, under no circumstances, be liable for consequential or indirect
damages in any way relating to the Software Package.
10. Limitation of Remedy
Compulife's obligation in the event of breach of contract, negligence or
otherwise with respect to the Software furnished hereunder shall be strictly and
exclusively limited to replacement of the Software.
11. Termination
12. Jurisdiction
This Agreement shall be interpreted in accordance with the laws of Ontario
and the rights and obligations of Compulife and Customer shall be determined under
such laws. Customer agrees that any action or proceeding to enforce,
or arising out of, this agreement shall only be commenced in the province of
Ontario.
13. Severability
If any provision of this Agreement is declared by a court of competent
jurisdiction to be invalid, illegal or unenforceable, such provision shall be
severed from this Agreement and the other provisions shall remain in full force
and effect.
14. Conflict with Purchase Orders
In the event of any conflict between the terms and conditions of this Agreement
and the terms and conditions of any purchase order, the terms and conditions of
this Agreement shall control.
15. Waiver of Contractual Right
The waiver or failure of Compulife to exercise in any respect any rights
provided for in this Agreement shall not be deemed a waiver of any further right
under this Agreement.
16. Successors and Assigns
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns.
17. Headings
The headings appearing at the beginning of the several sections contained in
this Agreement have been inserted for identification and reference purposes
only and shall not be used in the construction and interpretation of this
Agreement.
18. Notice
Any notice required or contemplated hereby shall be sufficiently given if
delivered personally or by prepaid registered mail. If by registered mail,
delivery shall be deemed to be effected on the fifth business day following
mailing and the post office receipt shall be conclusive as to such date. In
the event of an actual or threatened postal disruption notice shall not be
effected by mail. All notices are to be addressed to the address which follows:
WHEREAS Compulife has developed, refined and markets a computer software
package, which includes the software object code and insurance data files
(hereinafter collectively "Software"), providing quotation system for Life
Insurance products as marketed from time to time;
(i) Compulife means Compulife Software Inc., the author and owner of the Software copyright.
(ii) Customer means the user of the Software Package.
(iii) Computer means any microcomputer used by the Customer's agent
or used by support staff of the Customer's agent to run the Software Package.
(iv) Software means the software package, which includes the software user's
manual and guide.
(i) Compulife grants and Customer accepts the non-exclusive, non-transferable,
restricted license to use the serialized copy of the Software delivered
with this Agreement for the Customer's agent. Customer shall not
permit any parent, subsidiaries, affiliated entities or third parties to
use the Software. Customer shall not allow access to the Software through any
terminals or computers located outside such premises.
(ii) Customer acknowledges the copyright of Compulife and agrees that it will
not duplicate or make copies of the Software except for back-up purposes only.
(iii) Customer acknowledges that the Software is subject to the proprietary
rights of Compulife and constitutes Compulife's valuable trade secrets.
Compulife represents and Customer hereby acknowledges that the object code
constituting the Software and updates of the Software contains confidential and trade secret material which
is not readily susceptible to reverse compilation or reverse assembly or
reverse engineering. Customer shall not attempt to de-compile or
disassemble the object code of the Software. Customer further agrees that
it will use its best efforts to prevent de-compilation and disassembly of
the object code of the Software by any person or entity by securing and
protecting each copy of the Software or update in a manner consistent with
the maintenance of Compulife's rights and by taking appropriate action by
instruction or agreement.
(iv) Customer shall immediately notify Compulife in the event the customer
wishes to use the Software Package for a different agent. Customer acknowledges
that prior to such use another license shall be required.
(v) This license is not transferable without the written consent of Compulife.
Compulife will not unreasonably withhold consent provided that transferee
agrees to the terms of this license.
(vi) This Agreement, the license and the rights and obligations of Compulife
and Customer shall not be pledged, mortgaged, assigned, licensed or
otherwise transferred or disposed of, including by operation of law, in
whole or in part, by Customer except as expressly set out in this
Agreement or as consented to by Compulife.
(i) In consideration of the rights granted to Customer by Compulife and in
consideration of the continuing services of Compulife hereinafter provided
for, Customer agrees to pay Compulife an non-refundable annual service fee in the
amount of $189.00.
(ii) Compulife undertakes with Customer that the annual service fee will not
increase for a period of 1 year from the date of delivery of the Software
Package and thereafter may be increased by Compulife no more often than
annually.
(i) In return for the annual service fee Compulife shall, subject to Customer
having paid the annual service fee and fulfilling the obligations herein
set out, provide Customer with access to monthly updates by Internet
("monthly updates").
(ii) Customer is solely responsible to download the compressed file from
the Internet each month.
(iii) Compulife makes no warranty regarding the compatibility of the
compressed file with any particular Internet browser software which the
customer may use to download the file.
(iv) Customer acknowledges that it has already downloaded a "mid-month"
or monthly update file from the Compulife internet web site. Customer warrants that
it has experienced no difficulty with the download process and was able to
use and process the downloaded file properly.
(v) Customer assumes full responsibility for any technical problems that
may prevent the customer from downloading the file from the Internet.
(vi) In the event of technical difficulties, Customer may elect to contact
Compulife to obtain the software update on diskettes. Compulife will ship
diskettes once it has received an advance payment of $10 for shipping and
handling, plus the cost of the postage or courier fees for that shipment.
Alternately, as payment, customer may instruct Compulife to reduce its
prepaid annual subscription period by one month.
(i) This license may be terminated by the Customer at any time. Customer must
provide written notice of termination to Compulife. In the event of termination
of this agreement, there shall be no refund of any portion of the annual service fee.
(ii) Compulife shall have the right to terminate this Agreement
and the license granted herein:
(a) Upon 10 days' written notice in the event that the Customer, its officers,
agents, or employees violate any provision of this Agreement; and
(iii) In the event of termination by reason of Customer's failure to comply with
any part of this Agreement, or upon any act which shall give rise to
Compulife's right to terminate, Compulife shall have the right, at any
time, to terminate the license and take immediate possession of the
Software and all copies wherever located, without demand or notice
and without refund of any portion of the annual service fee.
Within 10 days after termination of the license, Customer will return to
Compulife the Software in the form provided by Compulife or, upon request
by Compulife, destroy the Software and all copies, and certify in writing
that they have been destroyed. Termination under this paragraph shall not
relieve Customer of its obligations regarding Compulife's copyright of the
Software.
(b) In the event Customer terminates or suspends its business, becomes subject
to any bankruptcy or insolvency proceeding under federal or provincial statute,
becomes insolvent or becomes subject to direct control by a trustee,
receiver or similar authority, or has wound up or liquidated, voluntarily
or otherwise.
(c) Upon 120 days' written notice for any cause subject to Compulife returning
the annual service fee as determined in paragraph 4(i) less an amount of $39 for
each month of service since the Customer received the first update.
Address:
__________________________________________________
City, Province & Postal Code:
__________________________________________________
19. Entire Agreement
This Agreement constitutes the complete and entire Agreement between Compulife
and Customer. This Agreement supersedes all proposals or prior agreements,
oral or written and all other communications between the parties relating to
the subject matter of this Agreement. This Agreement may not be modified
except in writing signed by both Compulife and Customer.
Customer Signature
__________________________________________________
Compulife Software Inc.
__________________________________________________