SOFTWARE LICENSE AGREEMENT

This Agreement is made between User (the “Licensee”)  and ARC Software, Inc. (the “Licensor”) with a principal place of business at PO Box 55 Burlington, KY 41005.

1. GRANT OF RIGHTS. Licensor hereby grants to Licensee a nonexclusive license to use Affiliate Research Client, also referred to as ARC (the “Software”) for the number of users and licenses selected and paid for at checkout on www.arcsoftware.us throughout the term. Additional users and levels of access may be added at any time during the term for additional costs as advertised on the website.
2. LICENSE & TERM. This License shall begin on the 1st of the month following the payment date (“Effective Date”) for a period of twelve months (the “Initial Term”) and will automatically renew for consecutive one-year renewals (the “Renewal Term”) with a 5% rate increase per year unless either party notifies the other of its election not to renew. Such notice should be given not later than 60 days prior to the end of the initial or any renewal term.
3. LICENSE FEES. Payments are due at the time of online order and will automatically charge Licensee’s payment method on the 1st of each month, for that month’s service. If at any time during use of the software an ACH is returned for lack of funds or a credit card is declined, access to ARC may be limited or suspended without notice. Licensee understands that they will still be under obligation to pay for full amount of the Initial Term and any subsequent Renewal Term. A one-time setup fee will also be assessed following a discovery period and will be required to be paid in full prior to any licenses going live. This implementation fee will include unlimited training in addition to Licensor leading all data imports, mapping and testing including the following:

1. 1. Affiliate Lists
   2. Products
   3. Agreements for current Affiliates and Products
   4. New Agreement Templates
   5. Users and Permissions

4. MAINTENANCE AND IMPROVEMENTS. Except as otherwise provided herein, Licensor shall furnish to Licensee all normal service, maintenance, updates, improvements or expansions to its ARC Software at no additional charge. Any service and maintenance of the Software by Licensor which may cause a disruption in the services shall not be implemented without reasonable advance written notice to Licensee. Licensor may also introduce additional major updates, modules and/or services to the Software that may not be covered by this License. Licensee shall be notified of such enhancements and any additional fees that may be associated with their use. Nothing in this Agreement shall require Licensee to accept, use or pay for additional services or modules not included in the Software at the time of this Agreement.
5. NIELSEN SURVEY DATA. Licensor shall make available to Licensee Nielsen radio survey data. Licensor shall provide such data as it is made available by Nielsen. Licensee must have a license with Nielsen for any and all data delivered by Licensor and said license with Nielsen must remain in good order. Only data that is part of Licensee’s Nielsen Agreement will be displayed in the Software and all confidentiality rules of that agreement will apply to this Software License.
6. TERMINATION. Any dispute between the parties which cannot be resolved in good faith within ten (10) days of the written notice of a grievance shall grant either party rights to immediately terminate this License.
7. TITLE TO SOFTWARE. Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.
8. MODIFICATIONS AND ENHANCEMENTS. Licensee will make no efforts to reverse engineer the Software or make any modifications or enhancements without Licensor’s express written consent.
9. WARRANTY LIMITATIONS. The software is provided “as is.” licensor disclaims all warranties, including but not limited to, all express or implied warranties of merchantability and fitness for a particular purpose.
10. DATA & CONFIDENTIALITY.

• Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.
• Licensor and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Licensor, or divulge, disclose, or communicate in any manner, any information that is proprietary to Licensee. Licensor and its employees, agents, and representatives will protect such information and treat it as strictly confidential. Additionally, no other user or company in the Software shall have access to Licensee’s data including but not limited to contracts, notes, personal information, rates, fees, calculations, commissions or license terms. This provision will continue to be effective after the termination of this Agreement. Furthermore, Licensee shall have right to audit the Software to ensure no access has been given to any user, company or agent outside of Licensor. Such audit data will include access by IP address, user account, email account and any other digital footprint data that would evidence a data breach.

11. ARBITRATION. The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: Palm Beach County. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
12. ATTORNEY FEES. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
13. GENERAL PROVISIONS.

(a) Complete Agreement: This License Agreement constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.

(b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.

(c) Applicable Law: This License will be governed by the laws of the State of Florida.

(d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given when delivered to the recipient’s address as appearing in the introductory paragraph to this License or three days after being deposited in the United States mail, postage prepaid to the recipient’s address as appearing in the introductory paragraph to this License.

Any party may change its address appearing in the introductory paragraph to this License by given notice of the change in accordance with this paragraph.

(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.

14. ASSIGNMENT. The rights conferred by this License shall not be assignable by the Licensee without Licensor’s prior written consent. Licensor may impose a reasonable license fee on any such assignment.