This License Agreement (this “Agreement”) is a legal agreement between you (“Licensee” or “you”) and Financial Health Network Inc. (“Licensor”). Licensor has developed and owns certain intellectual property rights in and to the survey questions, scoring methodology formula, and previous year’s benchmarks used to assess and score a group of individuals’ financial health, known as FinHealth Score® (the “Score”). By copying, downloading, accessing, or otherwise using the Score, Licensee agrees to be bound by the terms of this Agreement. If you do not agree with the terms of this Agreement, then you should not download, access, or use the Score.

If the Score is being downloaded for use by an organization, such as a corporation, limited liability company, or partnership, then the person viewing or using the Score, by proceeding with the download, certifies that he or she has authority to bind that organization to this Agreement, and that such organization shall be considered the Licensee hereunder.

1. LICENSE GRANT

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-sublicensable, non-transferrable, revocable license to use the Score throughout the United States during the Term, unless sooner terminated as provided in this Agreement, for the Allowed Uses set forth in Exhibit A. Licensor expressly reserves the right to license the Score for its own research, educational, and scholarly purposes and the right to grant similar licenses to third parties.

2. TERM

The term of the license granted in Section 1 (the “Term”) shall commence as of the date this Agreement is agreed to by Licensee and shall continue until December 31, 2025, always ending at the end of a calendar year. Thereafter, this Agreement may be renewed on an annual basis at the election of Licensee; provided, however, that Licensor reserves the right in its sole discretion to terminate this Agreement at any time with immediate effect, or refuse to allow Licensee to elect to renew this Agreement, for any reason, including if Licensor does not approve of the way the Score, Licensor’s name, or Licensor’s trademarks are used, implemented, referenced, or communicated (including how the Score or results of the Score are used in conjunction with other products); provided, further, however, that in lieu of terminating this Agreement, or refusing to allow Licensee to elect to renew this Agreement, Licensor may request that Licensee modify the way the Score, Licensor’s name, or Licensor’s trademarks are used, implemented, referenced, or communicated.       

3. PUBLICITY

If Licensee wishes to use the names, trade names, trademarks, or service marks of Licensor or its related entities or the names, images, or likenesses of its employees, in any advertising, publicity or other materials, including any internal materials, Licensee shall state that the Score is licensed by Licensor and provide the following attribution: “This [product/program/analysis] leverages the Financial Health Network’s FinHealth Score®.” Licensee shall not (a) disclose the terms of this Agreement to any third party other than its legal, financial, and other advisors under a duty of confidentiality, as may be required under applicable law, or as may be required in order to enforce this Agreement in a court of competent jurisdiction; or (b) represent directly or indirectly that any goods or services have been used, approved or endorsed by Licensor.   

4. INTELLECTUAL PROPERTY

Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all rights, title, and interest, including all intellectual property rights, in and to the Score. Except as expressly permitted in this Agreement, Licensee shall have no right to incorporate any of Licensor’s trademarks, logos, or tradenames into Licensee’s company name, tradename, domain names, or promotional literature.  Such trademarks, logos, tradenames, whether registered or not registered, are owned exclusively by Licensor, and Licensee shall not, during the term of this Agreement or thereafter, use, adopt, or seek to register any logo, mark, name, or designation, or any name, mark, or logo similar to or confusing with any of them, or any translation thereof, in any jurisdiction. Licensee agrees that it is critical that the goodwill associated with the trademarks be protected and enhanced, and Licensee shall not misuse the trademarks or take any action that would bring the trademark or Licensor into public disrepute.  Licensee acknowledges that any breach of this provision will constitute a material breach and grounds for termination by Licensor.                

5. WARRANTIES

1. Licensee warrants that (i) to the extent applicable, it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization; (ii) it has the authority and right to enter into and perform its obligations hereunder; (iii) the execution, delivery, and performance of this Agreement by Licensee does not conflict with, or constitute a breach of, any order, judgment, agreement, or instrument to which it is a party or, to its knowledge, is otherwise bound;  (iv) no consent of any third party, including without limitation any governmental authority, is required for Licensee to execute, deliver, and perform under this Agreement; and (v) it will comply with all applicable laws in performing its obligations and exercising its rights under this Agreement.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SCORE IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AND LICENSOR DISCLAIMS ALL WARRANTIES INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE.

6. LIMITATIONS ON LIABILITY

1.   THE LIABILITY OF LICENSOR, ITS AGENTS, OR ITS EMPLOYEES, WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS, AND EXPENSE ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, STATUTORY, OR OTHERWISE SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES INCURRED AS A RESULT OF LICENSOR’S FAILURE TO PERFORM ITS OBLIGATIONS AS REQUIRED BY THIS AGREEMENT AND SHALL NOT EXCEED $10,000.
2.   LICENSOR SHALL IN NO EVENT BE LIABLE TO LICENSEE FOR ANY LOST PROFITS, LOST BUSINESS OPPORTUNITY, LOST REVENUE, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY UNDER ANY THEORY OF RECOVERY FOR ANY CLAIM BASED ON OR ARISING FROM THIS AGREEMENT, THE SCORES GENERATED, LICENSEE’S USE OF THE SCORE, OR LICENSEE’S DISCLOSURE OF PRIVATE, PERSONAL, OR OTHER INFORMATION SHARED OR COLLECTED IN CONNECTION WITH THE SCORE.
3.   THE FOREGOING LIMITATIONS ARE INTENDED TO APPLY REGARDLESS OF WHETHER THIS AGREEMENT HAS FAILED OF ITS ESSENTIAL PURPOSE AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. INFRINGEMENT CLAIMS

Licensee will fully cooperate with and assist Licensor in, preventing or prosecuting any infringement of Licensor’s intellectual property rights in or to the Score.  Licensee will notify Licensor in writing of any activity or advertisement which it believes may constitute an infringement upon Licensor’s intellectual property rights. Licensee shall not commence an action or proceeding against any person or enter into a settlement relating to the Score without Licensor’s prior written consent.  Licensee shall indemnify, defend, and hold harmless Licensor and its officers, board members, employees, and agents and their respective successors, heirs, and assigns (the “Indemnitees”), to the extent any infringement is caused in whole or in part by Licensee’s action or inactions. This Section shall survive expiration or termination of this Agreement.

8. ASSIGNMENT

Except as otherwise provided herein, this Agreement is not assignable in whole or in part, and any attempt to do so shall be void and of no effect. Licensor may assign this Agreement at any time without the prior consent of Licensee.

9. NOTICES, AND OTHER COMMUNICATIONS

All notices hereunder shall be in writing and sent electronically, and shall be deemed delivered the first business day after any such notice is sent. All notices to Licensor shall be sent to finhealth@finhealthnetwork.org, and all notices to Licensee shall be sent to the e-mail address provided during the registration process.

10. GENERAL PROVISIONS

1.   The validity and interpretation of this Agreement and the legal relations of the parties to it are governed by the laws of the state of Illinois without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. The parties consent to the exclusive jurisdiction of the courts of the state of Illinois (including the Federal courts located in Cooks County, Illinois, should Federal jurisdictional requirements exist) in any action brought to enforce or otherwise relating to this Agreement. Each party submits to the personal jurisdiction and venue of such courts and waives any objection thereto, including based on forum non conveniens.
2.   The parties expressly agree that any breach by Licensee of the terms of this Agreement which restrict the use of the Score or protect its status as trade secrets and proprietary materials, and any violation of the copyright laws of the United States, may cause irreparable harm to Licensor warranting the issuance of an appropriate injunction. In the event that Licensee is found by a court of competent jurisdiction to have violated such terms, Licensee shall reimburse Licensor for the costs, expenses and reasonable attorneys’ fees of bringing any suit or action to enforce such rights, and for each instance of copyright infringement to the maximum amount allowed by the Copyright Act.
3.   It is expressly agreed by the parties that Licensor and Licensee are independent contractors and nothing in this Agreement is intended to create an employer relationship, joint venture, agency, or partnership between the parties. There are no third-party beneficiaries of this Agreement.
4.   This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all proposals, negotiations and other communications between the parties, whether written or oral, with respect to the subject matter hereof. This Agreement may be amended only by written agreement signed by the parties.
5.   If any one or more of the provisions of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby and shall remain in full force and effect.
6.   This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.
7.   The failure of either party to assert a right to which it is entitled shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.
8.   Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, blackouts, governmental acts, or acts of God or terrorism, epidemics or pandemics, or any other reason in which failure to perform is beyond the control and not caused by the negligence of the non-performing party; provided that the non-performing party shall give notice to the other party as soon as practicable and shall employ reasonable effort to mitigate or remove the circumstance and resume performance.   

Allowed Uses: 

Under the foregoing Agreement, Licensee is permitted to use the FinHealth Score® questions and scoring formula to:

• • To inform business decisions at Licensee’s organization 
  • To communicate with individuals who are Licensee’s organization’s current or potential customers  
  • To recommend specific products to individuals who are Licensee’s organization’s customers  
  • To help bring in new customers for Licensee’s organization  
  • To better understand the financial health of Licensee’s organization’s employees 
  • To conduct research for public dissemination  
  • To evaluate the impact of a program or product Licensee’s organization provides  

Licensee may develop an online survey using the FinHealth Score® questions and scoring formula using a third-party survey tool such as SurveyMonkey, Qualtrics, Microsoft Forms or Google Forms, or use a manual survey mode such as paper, mail, telephone, or in-person. Licensee may add additional questions to their survey.

Non-Allowed Uses:

Licensee is not permitted to use the FinHealth Score® questions and scoring formula to:

• • Charge customers or any third party to take a survey using the Score questions
  • Express the Score in custom software code to develop a custom software survey or survey platform
  • Embed the Score in any products or services provided to commercial clients or other third parties