FanCAS-Kit License Agreement

This FanCAS-Kit License Agreement (this “Agreement”) is entered into as of the date of purchase or other electronic acceptance of this Agreement (the “Effective Date”), by and between Infinite Society, LLC, a Colorado limited liability company d/b/a Infinite Ties (the “Company”), and the individual or entity purchasing the FanCAS-Kit offering (“Client”).

1. Relationship to Other Agreements. Client acknowledges and agrees that access to Company’s website, membership portal, software, community features, and other online services is governed by Company’s Terms and Conditions, Software as a Service Agreement, Online Community Terms and Conditions, and Click-Wrap End User License Agreement, each as may be updated from time to time in accordance with its terms (collectively, the “Platform Agreements”). Client further acknowledges and agrees that acceptance of this Agreement and the Platform Agreements may occur electronically, including by click-wrap acceptance, checkbox assent, order placement, payment, or access to or use of the applicable services.

This Agreement is limited to the license and permitted use of the specific FanCAS-Kit Materials described in Section 2. Except as expressly set forth herein with respect to such Materials, the Platform Agreements shall control with respect to Client’s access to and use of Company’s website, portal, platform, community, and other services generally. In the event of a conflict between this Agreement and the Platform Agreements, this Agreement shall control solely with respect to the FanCAS-Kit Materials, and the Platform Agreements shall otherwise control.

1. Description of Materials. For purposes of this Agreement, the “Materials” mean only Company’s proprietary Client Advisory Services (CAS) toolkit made available as part of the FanCAS-Kit offering purchased by Client, and not any other products, services, content, or materials made available on Company’s website, portal, or platform. The Materials consist of access to Company’s proprietary CAS toolkit and related form, templates, checklists, guides, training content, resource materials, and supporting content made available by Company as part of the FanCAS-Kit offering purchased by Client, as identified on the applicable order form, checkout page, purchase confirmation, or other Company ordering record applicable to such purchase (collectively, the “Order Form”).

The Materials are intended to be dynamic and may be updated, enhanced, supplemented, reorganized, expanded, or otherwise modified by Company from time to time in its discretion during Client’s access period and thereafter. Company may evolve the Materials and their organization, presentation, and supporting content in furtherance of improving the offering. Without limiting the foregoing, Company may enhance, refine, modernize, replace, or supplement the Materials and related training content from time to time. The Materials licensed under this Agreement are limited to the FanCAS-Kit materials included in the applicable Order Form and do not include a license to any broader site content, community content, or other offerings unless expressly stated in the applicable Order Form.

1. Grant of License; Permitted Use. Subject to Client’s payment of the Fee and compliance with this Agreement and the Platform Agreements, Company grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license to access, use, download, and customize the Materials solely for Client’s own internal business purposes and for use in connection with Client’s provision of professional services to its own customers.

Client may adapt the Materials for particular client engagements and may incorporate customized versions of the Materials into Client’s own deliverables in the ordinary course of Client’s services, but only as incidental to such services and not as a separate product, subscription, training, certification , toolkit, or other commercial offering. However, Client may not sell, resell, license, sublicense, distribute, publish, share outside of Client’s firm, or otherwise commercialize the Materials themselves, whether in original or modified form, outside the scope of Client’s ordinary client service delivery.

Without limiting the foregoing, Client shall not use the Materials to create or offer any standalone template product, form library, training program, consulting toolkit, white-labeled deliverable package, or other commercial offering derived from the Materials. Client shall not permit any third party other than Client’s own internal personnel to access or use the Materials, and Client shall not present the Materials as Company-endorsed legal, accounting, tax, or other professional advice.

1. Single-User Access. The Fee includes a twelve (12) month access period for (1) designated user to Company’s membership portal in connection with the FanCAS-Kit offering. For clarity, the single-user construct applies to the membership portal access and associated login credentials, and not to Client’s internal firm use of the Materials as permitted under this Agreement. Unless Client opts out in accordance with Company’s then-current cancellation procedures before the end for the initial twelve (12) month period, Client’s membership portal access shall automatically continue beginning in month thirteen (13) on a month-to-month basis, and Client shall be charged Company’s then-current rate for a single-user membership portal license. Client may opt out of such month-to-month renewal at any time in accordance with Company’s then-current procedures, in which event renewal charges shall cease prospectively, but no previously paid amounts shall be refunded except to the extent required by applicable law.

Client is responsible for maintaining the confidentiality of its membership portal credentials and for all use occurring through the designated user’s account. Client may not share, transfer, pool, or use the designated user’s portal credentials on a multi-user basis without Company’s prior written consent. Client acknowledges and agrees, notwithstanding anything to the contrary in the other Platform Agreements, Client’s license to the membership portal shall solely be for one user unless a four (4) pack is purchased separately.

1. Fees and Payment. Client shall pay a one-time, non-refundable fee of Two Thousand Two Hundred Dollars ($2,200.00) (the “Fee”) upon purchase. The Fee includes a license to the Materials set forth in this Agreement and twelve (12) months of access to Company’s membership portal in connection with the FanCAS-Kit offering. All fees are non-cancelable and non-refundable once access has been granted, except to the extent required by applicable law. Any renewal of membership portal access after the initial twelve (12) month period shall be billed at Company’s then-current applicable rate for such portal access.

1. Ownership. The Materials are and shall remain the exclusive property of Company and its licensors, as applicable. Except for the limited license expressly granted under this Agreement, no right, title, or interest in or to the Materials is transferred to Client. Any customization or modification of the Materials by Client remains subject to Company’s ownership of the underlying Materials.

1. Disclaimers. THE MATERIALS, THE MEMBERSHIP PORTAL, AND ANY RELATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, OR FREEDOM FROM HARMFUL CODE.

COMPANY IS NOT PROVIDING FINANCIAL, TAX, ACCOUNTING, LEGAL, COMPLIANCE, OR ANY OTHER PROFESSIONAL ADVICE BY ALLOWING CLIENT TO ACCESS OR USE THE MATERIALS, THE MEMBERSHIP PORTAL, OR ANY RELATED SERVICES. SOME INFORMATION MAY CONTAIN THE OPINIONS OF THIRD PARTIES, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR SUCH OPINIONS. CLIENT’S DECISIONS MADE IN RELIANCE ON THE MATERIALS, THE MEMBERSHIP PORTAL, OR CLIENT’S INTERPRETATIONS OF ANY CONTENT OR DATA ARE CLIENT’S OWN, FOR WHICH CLIENT SHALL HAVE FULL RESPONSIBILITY. COMPANY IS NOT RESPONSIBLE FOR ANY DAMAGES RESULTING FROM ANY DECISIONS BY CLIENT OR ANYONE ACCESSING THE MEMBERSHIP PORTAL THROUGH CLIENT MADE IN RELIANCE ON THE MATERIALS, MEMBERSHIP PORTAL, SERVICES, OR ANY CONTENT MADE AVAILABLE THEREBY. CLIENT AGREES THAT IT USES THE MATERIALS AND THE MEMBERSHIP PORTAL AT ITS OWN RISK IN THESE RESPECTS. CLIENT SHALL SEEK ITS OWN LEGAL COUNSEL, AND SUCH OTHER PROFESSIONAL ADVISORS AS CLIENT DEEMS APPROPRIATE, IN EVALUATING AND USING THE MATERIALS FOR CLIENT’S OWN PURPOSES AND ENGAGEMENTS. CLIENT IS SOLELY RESPONSIBLE FOR THE PREPARATION, CONTENT, ACCURACY, REVIEW, AND APPROPRIATENESS OF ANY DOCUMENTS, DATA, DELIVERABLES, OR OUTPUT PREPARED, ADAPTED, OR RESULTING FROM THE USE OF THE MATERIALS OR THE MEMBERSHIP PORTAL AND FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON THE SAME.

Client further acknowledges that Company is not responsible for any files, documents, or materials downloaded by Client from the membership portal or otherwise made available through the FanCAS-Kit offering, including any errors, omissions, inaccuracies, defects, compatibility issues, transmission failures, corruption, malware, viruses, or other harmful code that may affect Client’s systems, files, or use of such downloaded materials, except to the extent such disclaimer is prohibited by applicable law. Client is solely responsible for implementing appropriate security, review, backup, and testing procedures with respect to any downloaded materials.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLIENT HEREBY RELEASES THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, OR LIABILITIES ARISING OUT OF OR RELATING TO CLIENT’S REVIEW, INTERPRETATION, MODIFICATION, DOWNLOAD, USE, OR RELIANCE UPON THE MATERIALS, THE MEMBERSHIP PORTAL, OR ANY RELATED CONTENT, EXCEPT TO THE EXTENT ARISING FROM COMPANY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT TO THE EXTENT SUCH EXCLUSION IS REQUIRED BY APPLICABLE LAW.

1. Indemnification. Client shall defend, indemnify, and hold harmless Company and its affiliates, and their respective officers, directors, employees, agents, and representatives, from and against any third-party claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Client’s use, misuse, customization, implementation, or distribution of the Materials, Client’s provision of services to its customers, Client’s violation of applicable law or professional standards, or Client’s breach of this Agreement or the Platform Agreements, including any such claims arising out of Client’s download or use of the Materials or related content made available through the membership portal.

1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATERIALS, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR BUSINESS INTERRUPTION, SYSTEM DAMAGER, OR COSTS OF RESTORATION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MATERIALS, THE MEMBERSHIP PORTAL, OR ANY RELATED CONTENT SHALL NOT EXCEED THE LESSER OF THE FEES PAID BY CLIENT FOR THE FANCAS-KIT OR ONE THOUSAND DOLLARS ($1,000.00). 

THE LIMITATIONS IN THIS AGREEMENT ARE INTENDED TO BE CUMULATIVE OF, AND NOT IN LIEU OF, ANY LIABILITY LIMITATIONS CONTAINED IN THE PLATFORM AGREEMENTS. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO LIMIT CLIENT’S PAYMENT OBLIGATIONS OR CLIENT’S LIABILITY FOR UNAUTHORIZED COPYING, DISTRIBUTION, EXTERNAL COMMERCIALIZATION, OR INFRINGEMENT OR MISAPPROPRIATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS.

1. Suspension; Termination; Equitable Relief. Company may suspend or terminate Client’s access to the Materials or membership portal immediately if Client breaches this Agreement or the Platform Agreements, including any unauthorized sharing, redistribution, or commercialization of the Materials or misuses of membership portal access. Client acknowledges that unauthorized copying, distribution, or commercialization of the Materials would cause irreparable harm to Company for which monetary damages may be inadequate. Accordingly, Company shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity.

1. Governing Law; Miscellaneous. This Agreement shall be governed by the laws of the State of Colorado, without regard to conflicts of law principles; provided, however, that venue, dispute resolution, and other procedural matters shall be governed by the applicable Platform Agreements to the extent they apply. This Agreement, together with the Platform Agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Client may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement without restriction.

BY CLICKING “ACCEPT,” CHECKING AN ACCEPTANCE BOX, PLACING AN ORDER, OR ACCESSING THE MATERIALS OR RELATED MEMBERSHIP PORTAL, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THIS AGREEMENT, THE APPLICABLE ORDER FORM, AND THE APPLICABLE PLATFORM AGREEMENTS.