MASTER LICENSE AGREEMENT

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ORDER FORM

 

Agreement Effective Date: Date of application completion  

PART I:  THE PARTIES

 

CQS  Business Solutions

Client

Name of Party:

CQS Business Solutions LLC

See client sign up information online

Address:

1900 East Golf Road

Suite 950

Schaumburg IL 60173

See client sign up information online

Main Phone:

844-338-4943

 

Main Fax:

 

 See client sign up information online

Primary Contact(s):

Christopher Collins

Phone: 630-465-0277

email: Chris@CQSBusinessSolutions.com

See client sign up

information online

Name & Title:  

Phone:   

Mobile:

email:   

Accounting Contact(s):

Email: QualityControl@CQSBusinessSolutions.com

See client sign up information online

Name & Title:  

Phone:   

email:   


Package:

PART II:  LICENSE PACKAGE FEATURES

TYPE OF LICENSE:

Corresponding with package selection

PACKAGE FEATURES:

Number of Authorized Users:   Unlimited

Number of Client Accounts:  SEE PACKAGE DETAIL

Training:  ONLINE VIDEOS / SEE PACKAGE DETAILS

TERM:

Month to Month
(See Terms and Conditions)

PART III:  FEES

TYPE OF FEE

AMOUNT

UNITS

DUE DATE

Initial Application Set-up fee

See Plan Details

Schedule A.

See Plan Details

See Plan Details

/ on approval

Monthly Licensing of Application including customer and marketing support

See Plan Details

Schedule A.

Monthly

See Plan Details

Schedule A.

Monthly, Beginning on Effective Date

Messaging Rates

See Plan Details

Schedule A.

Per month – billed in arrears

See Plan Details

Schedule A.

Monthly, Beginning on Effective Date








ADDITIONAL TERMS AND CONDITIONS:

These terms and conditions supersede any terms in the agreement set-forth in master license agreement

 

CQS Business Solutions paid packages also includes user capable support: general support, campaign set-up, and marketing assistance up to and not to exceed 1 hour a month. The first month of service comes with 3 hours of support and the second month of service comes with 2 hours of support every month thereafter comes with 1 hour of user capable support which is billed on a case by case situation for any support deemed as a user capable task. The minimum hourly rate is $25.00 you will be informed of the fee prior to any service being completed. All packages come with email support and all available training videos.

 

CQS Business Solutions, ARK Loyalty llc and My Contact App RESERVES THE RIGHT TO CONTACT YOUR CUSTOMERS  NO MORE THAN TWICE A YEAR AND NEVER AGAIN IF ASKED TO STOP. UNLESS THEY OPT BACK IN.



NexGen Program Payment Options: Lease, Cash, Check - Money Order, Credit-Debit Card (invoice can be sent after approval if you don’t want to include card data below)

 

LeaseClick Here for 30 second lease approval, if more information is needed we will get back to you.

 

If Cash payment is being made then half is due upon approval and half due upon delivery of your tablet, speak with your account representative for arrangements.

 

If paying with Check or Money Order, make payable to CQS Business Solutions, see above for mailing address.

 

I hereby acknowledge and authorize CQS Business Solutions LLC to charge my credit card according to the terms of this agreement herein.  ___Yes, Charge my card the NexGen annual payment shown below.

 

Amount to be charged:  (Annual NexGen payment) $_____________

 

  Credit Card Type:

VISA  

 

MC  

   

AMEX  

 

DISC  

    

OTHER  

 

Credit Card Number:

                               


CCV:                                                 Exp date:  /

 

Cardholder’s name as it appears on the credit card:

 

 

Cardholder’s billing address:

Street:

 

City:                                                                       State: Zip:

 

AUTHORIZED SIGNATURES:

This document represents the acknowledgement that Client has read this Order Form, the attached Terms and Conditions, and all Exhibits, Statements of Work and/or other documents incorporated therein, and agree and accept such terms as of the Effective Date.

   

Client


By:  _______________________________________


Name: _____________________________________


Title: ______________________________________

CQS Business Solutions

MASTER LICENSE AGREEMENT

 

Terms and Conditions

 

This Agreement (the “Agreement”) is entered into by and between CQS Business Solutions LLC (herby “LLC”, having offices at 1900 East Golf Road Suite 950 Schaumburg IL 60107, and (“Customer”), and shall be effective as of this date.

1. SERVICES. LLC will provide the services set forth in this agreement. LLC will use commercially reasonable efforts to provide a secure transmission of customer data to and from the LLC database located on LLC Internet computer network. The services and all related software and intellectual property are hereinafter referred to as the “Services.”

2. FEES. Customer shall pay the fees set forth during the Term of this Agreement. LLC will invoice Customer for these fees on a 30-day billing cycle. Customer agrees to pre-pay for every month of service.  Customer acknowledges that all text message overages are charged in arrears at the rate designated in their existing monthly plan. Customer shall pay all invoices within ten (10) days of the date of invoice. There may be an additional one time set-up fee billed with the first month of service. All charges and fees hereunder are exclusive of federal, state and local excise, sales, use and other taxes now or hereafter levied or imposed for the provision of Services hereunder. Except for taxes on LLC's net income, Customer shall be liable for and pay all such taxes and other levies, regardless of whether included on any invoice. LLC is prohibited from changing the amount, structure, method and/or basis of the fee at any time during the term of this Agreement. Customer has the exclusive right to upgrade or downgrade their service plan at any time with 15 days’ notice in writing to LLC.

3. GUARANTY. If  Customer has been unable to utilize the  services provided by LLC for any reason that is the fault of LLC, Customer shall have the right to cancel all services provided by LLC, and LLC will provide to Customer a full refund of all monies previously paid to LLC to Customer for the period that services were not provided. Should Customer choose to cancel service and seek a refund, Customer must provide written notice to LLC within fifteen (15) days prior to the completion of the three month of service. Said notice must include a detailed basis for the cancellation

4. LICENSE; RESTRICTIONS. a) LLC hereby grants Customer a non-exclusive, non- transferable license to access and use the Services at Customer's place of business. Customer is prohibited from reselling, loaning or otherwise sharing the Services or divulging any related confidential information including, but not limited to passwords or instructional manuals. Except as expressly permitted in this Section, Customer may not use, reproduce, transfer, share, sublicense or transmit the Services in any form or by any means without the prior written consent of LLC. Customer further agrees not to modify, translate, transform, decompile, reverse engineer, disassemble, or otherwise determine or attempt to determine source code from the Services or related software, or to permit or authorize a third party to do so. Title to the Services, and all related software, technical know-how, and intellectual property rights therein are and shall remain the exclusive property ofLLC. Customer shall not take any action to jeopardize, limit or interfere in any manner with LLC's ownership of, and rights with respect to any licensed software and/or Services. b) COMPLIANCE. Customer acknowledges and agrees that, as between Customer and LLC, Customer is responsible for compliance with all federal, state or other applicable laws governing the use of the Services, including but not limited to laws applicable to direct marketing and privacy. Customer further acknowledges and agrees that LLC merely provides a routine conveyance,” as that term is defined in 15 U.S.C. § 7702 (CAN SPAM Act), in connection with the transmission of any electronic mail messages on behalf of Customer in connection with the Services. Customer also agrees to comply with LLC's policies and rules for use of the Services, including its e-mail transmission services, as made available to Customer and as amended by LLC from time to time in its sole discretion.

5. INTELLECTUAL PROPERTY RIGHTS. It is the intent of the parties that LLC shall own the Services, as well as all patents, copyrights, trademarks, trade secrets and other intellectual property rights associated with or appurtenant to the Services. Neither Customer, nor its subsidiaries, affiliates, agents, or employees shall have any right to use the Services other than for the purposes set forth herein. In all cases, the Services are and shall remain the sole and exclusive property of LLC. Customer covenants to take no action nor commit any omission that would be adverse to LLC's sole and exclusive ownership of the Services. If Customer, its subsidiaries, affiliates, employees or any third parties obtain any rights of ownership in or use of the Services through operation of applicable law or otherwise, Customer agrees to and hereby transfers, grants, conveys, assigns and relinquishes exclusively to LLC any and all right, title and interest it has or may acquire in the Services under patent, copyright, trade secret, trademark or other law relating to intellectual property in perpetuity or for the longest period otherwise permitted by law.

6. CONFIDENTIALITY. a) Customer acknowledges that the Services are the trade secrets of LLC. b) Each party agrees to use good faith efforts and at least the same care that it uses to protect its own confidential information of like importance, but in no event less than reasonable care, to prevent unauthorized dissemination or disclosure of the other party's confidential information both during and after the Term of this Agreement (including without limitation, the Services). In addition, each party shall use the other party's confidential information solely as necessary for the performance of this Agreement. Confidential information will include, but is not necessarily limited to (i) non-public financial information concerning either party; (ii) information concerning either party's product line (both current and planned), research, development, customers, and pricing and marketing plans, unless and until publicly announced; and (iii) any information designated as confidential in writing at or prior to disclosure. c) Except as required by law, LLC will not disclose to any non-affiliated third party any non-public individually identifiable customer data received from Customer without Customer's prior approval. LLC shall maintain at all times during the Term appropriate and reasonable safeguards to protect such individually identifiable customer data using measures no less rigorous than those used to protect LLC's own customers' individually identifiable data. d) The restrictions in this Section 5 Confidential Information shall not apply to information which: (i) has become publicly known without breach of this Agreement or any other confidentiality obligation by the receiving party; (ii) has been given to the receiving party by a third party with a legal right to so disclose; (iii) was known to the receiving party at the time of disclosure as evidenced by its written records; (iv) was independently developed by the receiving party without reference to the other party's confidential information; or (v) is necessary to establish the rights of either party under this Agreement; or must be disclosed by the receiving party to comply with any requirement of law or order of a court or administrative body (provided that the receiving party will endeavor to notify the disclosing party of the issuance of such order and reasonably cooperate, at disclosing party's expense, in its efforts to convince the court or administrative body to restrict disclosure).

7. LIMITED WARRANTY; LIMITATION OF LIABILITY. a) LLC PROVIDES THE SERVICES AND SOFTWARE “AS IS”AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, ORAL, IMPLIED OR STATUTORYAND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, BUT NOT LIMITED TO, THE QUALITY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. b) LLC SHALL NOT BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR INJURY TO ANY PERSON OR PROPERTY WHATSOEVER RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE OR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES OR EXPENSES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR RELATING TO THE SERVICE FOR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SPECIFICALLY, LLC SHALL NOT BE RESPONSIBLE FOR ANY LOST PROFITS OR REVENUE, OR COSTS, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOSS OF USE OF THE SERVICES OR SOFTWARE, LOSS OF DATA, BUSINESS INTERRUPTION. COST OF RECOVERING SOFTWARE OR DATA, COST OF SUBSTITUTE SOFTWARE OR DATA. OR OTHER SIMILAR COSTS. IN NO EVENT SHALL LLC'S TOTAL LIABILITY OF ANY KIND, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, EXCEED THE TOTAL AMOUNT PAID TO LLC UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.

8. INDEMNIFICATION. a) Customer assumes sole responsibility for all use of the Services and agrees to indemnify, defend and hold CQS Business Solutions LLC and its affiliates, and its and their respective officers, directors, employees, agents and representatives harmless from and against any and all claims, causes of action, suits, proceedings, demands, damages, costs, expenses and liabilities of any kind whatsoever, including (without limitation) legal expenses and reasonable attorneys' fees, from third parties (“Claims”), arising out of or in any way related to (i) Customer's use of the Services, including without limitation the use or inability to use the same, or any errors or omissions in the same, or (ii) any breach by Customer of this Agreement. b) If a preliminary or final judgment shall be obtained against Customer's use of the Services by reason of a Claim that the Services infringe or misappropriate the intellectual property rights of a third party or if the Services are likely to become the subject of such a Claim, CQS Business Solutions LLC shall at its option and expense either procure for Customer the right to continue to use the Services as provided in this Agreement, or replace or modify the Services with a version of Services that is non-infringing, but performing substantially similar functions. In the event that neither of the foregoing options is commercially reasonable in LLC's sole judgment, LLC shall cease providing the Services to Customer and refund to Customer any pre-paid license fees paid by Customer for the remainder of the Term. THE RIGHTS AND OBLIGATIONS IN THIS SECTION 7(b) ARE LLC'S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

9. TERMS AND TERMINATION a) The term of this agreement shall commence upon acceptance herein and shall continue for a period of One (1) year .  Thereafter, this Agreement shall automatically renew on a month-to-month term unless either party provides written notice to the other party that it will not renew, such notice to be given at least thirty (30) days prior to the expiration of the then-existing Term. b) Either party may terminate this Agreement immediately for any breach of this Agreement by the other party that is not cured within thirty (30) days after receipt of written notice of the breach from the non-breaching party; provided however, such cure period shall not apply if Customer is in breach of Section 3 License; Restrictions of this Agreement, or if either party is in breach of Section 5 Confidentiality, and further provided, however, that the cure period for the breach of an obligation to pay fees when due shall be ten (10) days. LLC may terminate this Agreement at any time without cause upon thirty (30) days written notice to Customer. Page 2 VOID IF ALTERED - Rev: 01/21/09 c) This Agreement shall be immediately terminated upon the dissolution or bankruptcy of Customer, the filing of a bankruptcy petition by or against Customer or a general arrangement or assignment by Customer for the benefit of creditors. d) Following expiration or termination of this Agreement for any reason, all rights and licenses granted herein shall terminate and Customer shall immediately cease use of and certify to LLC that it has destroyed all copies of the Services and related software. e) Termination or expiration of this Agreement for any reason shall not release any party from any liabilities or obligations set forth in this Agreement that by their nature would be intended to be applicable following any such termination or expiration. f) LLC reserves the right to suspend the Services or terminate this Agreement in the event that a payment due remains unpaid three (3) business days after Customer has been notified of such non-payment.

10. INJUNCTIVE RELIEF. Each party acknowledges that the Services are unique property, and that the unauthorized use or disclosure thereof shall cause CQS Business Solutions LLC irreparable harm that could not be adequately compensated by monetary damages. Accordingly, in addition to any other remedies available to it at law or in equity, LLC will be entitled to injunctive relief to enforce the terms of this Agreement, including to prevent any actual or threatened unauthorized use or disclosure of confidential information or the Services.

11. GOVERNING LAW; DISPUTE RESOLUTION. a) This Agreement will be construed in accordance with and governed by the laws of the State of Wyoming, without regard to principles of conflicts of law. Any disputes under this Agreement shall be brought in Jackson County, Wyoming. In the event that the Dispute Resolution section is invalidated, the parties hereto consent to the jurisdiction of any local, state or federal court in which an action is commenced and located in accordance with the terms of this Section and that is located in Jackson County, Wyoming. The parties further agree not to disturb such choice of forum, and if not resident in such state, waive the personal service of any and all process upon them, and consent that such service of process may be made by certified or registered mail, return receipt requested, addressed to the parties as set forth herein. b) Any dispute or claim arising hereunder shall be submitted to binding arbitration in Jackson County, Wyoming, and conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), and the parties expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. The parties hereunder further agree that: (i) any request for arbitration shall be made in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen; provided however, that in no event shall the demand for arbitration be made after the date that institution of legal or equitable proceedings based on such claim, dispute, or other matter would be barred by the applicable statutes of limitations; (ii) the appointed arbitrator must be a former or retired judge or attorney at law with at least ten (10) years experience in the substantive area of this Agreement; (iii) the award or decision of the arbitrator, which may include equitable relief, shall be final and judgment may be entered on such award in accordance with applicable law in any court having jurisdiction over the matter. c) In any action, arbitration, or other proceeding by which one party either seeks to enforce its rights under the Agreement, or seeks a declaration of any rights or obligations under the Agreement, the prevailing party will be entitled to reasonable attorney's fees and reasonable costs and expenses incurred to resolve such dispute and to enforce any final judgment. In addition, if Customer or Customer's account is referred to an attorney or collection agency for collection, Customer will pay for all collection fees, costs and expenses incurred by LLC, including attorneys' fees and fees of collection agencies.

12. GENERAL. a) Press Releases. LLC may issue press releases and other marketing and promotional material describing the relationship created by this Agreement. Customer shall have thirty (30) days to review such material prior to its release. LLC may use specific information previously reviewed for public release by Customer, without further approval. b) Notices. All notices and other communications to each party must be in writing and sent to the party at the address specified in this Agreement or to such alternative address as either party may furnish in writing to the other from time to time. If to LLC, Attention: Legal Department. Unless otherwise agreed, notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon written verification of receipt from overnight courier, (iii) upon verification of receipt of registered or certified mail, or (iv) upon verification of receipt via facsimile. c) Force Majure. Neither party shall be liable or deemed to be in default for any delays or failure in performance resulting directly or indirectly from any cause or circumstances beyond its reasonable control, including but not limited to acts of God, war or warlike conditions, terrorism, riot, embargoes, acts of civil or military authority, fire, flood, accidents, strikes or labor shortages, sabotage, Internet failure, transportation facilities shortages, fuel or materials or for failures of equipment, telecommunications facilities or third party software programs. d) Severability. If any term or condition hereof is found by a court or administrative agency to be invalid or unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law. e) Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. A party's remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which shall be deemed as waived by virtue of a party's exercise of any other remedy. f) Entire Agreement. This Agreement and related exhibits and attachments represent the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and al prior agreements and understandings. There are no representations, warranties, promises, covenants or undertakings, except as described herein. g) Service Enhancements. LLC reserves the right to add or delete programs or services as part of our continued enhancement of the Services. LLC will give Customer thirty (30) days notice of any such changes and any fee increases or decreases related thereto. h) Amendment. Except where otherwise provided herein, this Agreement may not be amended or otherwise modified except by an Addendum signed by the parties hereto. i) Assignment. Customer may not sell, mortgage, assign or otherwise transfer this Agreement or any of its rights or obligations hereunder to any other person or entity, without the express written consent of CQS Business Solutions LLC. Page 3 VOID IF ALTERED - Rev: 01/21/09 j) Aggregate Reports. Notwithstanding anything to the contrary contained in this Agreement, CQS Business Solutions LLC may track, analyze, and/or create reports related to aggregate activity in connection with Customer's use of the Services and share such information with its affiliated companies. CQS Business Solutions LLC and such companies may utilize such information to create, market, and sell products and services. Customer has the right to grant CQS Business Solutions LLC and such companies the foregoing rights. k) Independent Contractors. The relationship of the parties will be that of independent contractors. Neither of the parties will have, and will not represent that it has, any power to bind the other or to create any obligation on behalf of the other. Nothing stated in this Agreement shall be construed as constituting or as creating the relationships of employer/employee, fiduciary, principal/agent, partnership, joint venture or representative of the other. l) Third Party Beneficiaries. This Agreement is not intended to benefit any third party and the parties do not intend to create any third party beneficiary rights under this Agreement. m) Precedent. The preprinted terms and conditions of any purchase order or other document issued by Customer in connection with this Agreement shall not be binding on LLC and shall not be deemed to modify this Agreement. n) Ownership of Data:  Databases collected via text, web, or paper are the sole and exclusive property of Customer.  This data can be downloaded and used by Customer only, and cannot be sold, transferred, used, or disseminated by any other party without the express written permission from Customer.

13. NOTICES. a) Do not accept this contract before you read it IN WITNESS WHEREOF, the parties have caused this Agreement to be accepted by their duly authorized representative.

 

Schedule A

 Mobile Engagement

  •  

  • No cancellation fee

  • Adaptive  webapp

  • All limitations based on the package you have selected

  • *Progressive Webapp*

  • Under no circumstances may you, your company or, organization or anyone associated or with you use or create anything similar to the patent pending technology developed by, ARK LOYALTY LLC a wyoming corporation or CQS Business Solutions or My Contact App. This includes details disclosed before the completion of the purchase of your plan during the use of the service and for a period equal to the patent laws after your use of the service. If it is found that you have disclosed information to someone or some organization that attempts to duplicate or reverse engineer our property then you may be held liable.

  • * = May not be available at the time of your contract execution and may or may not require additional investment depending on the details of your request.  You may be required to use a new URL as your Contact App Link in order to use the Progress Web Application*

  • We will not use any of your data or your customers data without consent from all parties.
  • Will not not use any data from 3rd party applications or comapnies.
  • We will only communicate with parties that enter data directly or communicate directly with our platform / technology