Terms of Use and License

SOFTWARE LICENSE AGREEMENT

MARKETINGBULL, CORP. PRIVATE RELEASE SOFTWARE

This Software License Agreement (“Agreement”) is entered into between MarketingBull, Corp., a New York corporation (“Licensor” or “MarketingBull”), and the individual or entity using the Software (“Licensee” or “Client”).

IMPORTANT: BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. DEFINITIONS

1.1 “Software” means any and all custom software, WordPress plugins, applications, scripts, code, and related documentation developed by MarketingBull, Corp. for the Licensee, including all updates, modifications, and enhancements thereto.

1.2 “Client in Good Standing” means a Licensee who: (a) has paid all invoices in full and on time; (b) maintains current payment on all accounts with MarketingBull; (c) has not breached any terms of this Agreement or any other agreement with MarketingBull; and (d) maintains an active business relationship with MarketingBull.

1.3 “Retainer Agreement” means a formal written agreement between MarketingBull and Licensee that explicitly grants rights to use the Software.

2. GRANT OF LICENSE

2.1 Conditional License. Subject to the terms and conditions of this Agreement, MarketingBull grants Licensee a limited, non-exclusive, non-transferable, revocable license to use the Software solely for Licensee’s internal business purposes, PROVIDED THAT Licensee maintains one of the following statuses:

• Active Client in Good Standing; OR
• Party to a valid Retainer Agreement that explicitly extends Software usage rights

2.2 License Restrictions. Licensee shall NOT:

• Copy, reproduce, or duplicate the Software except as expressly permitted herein
• Modify, adapt, translate, or create derivative works based on the Software
• Reverse engineer, disassemble, decompile, or attempt to derive the source code
• Remove, alter, or obscure any proprietary notices on the Software
• Distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party
• Use the Software for any unlawful purpose or in violation of any applicable laws
• Deploy the Software to multiple sites unless specifically designed and deployed for multi-site use by MarketingBull
• Pull copies from live servers except for testing environment compatibility on staging servers

2.3 Staging Environment Exception. Licensee may create copies of the Software on staging servers SOLELY for the purpose of testing website environment compatibility. Such copies must be deleted immediately after testing is complete and may not be used for development, redistribution, or any other purpose.

3. OWNERSHIP AND INTELLECTUAL PROPERTY

3.1 Ownership. The Software and all intellectual property rights therein are and shall remain the sole and exclusive property of MarketingBull, Corp. This Agreement does not convey any ownership rights to Licensee.

3.2 Proprietary Rights. Licensee acknowledges that the Software contains valuable trade secrets and proprietary information belonging to MarketingBull and is protected by United States copyright laws and international treaty provisions.

3.3 Feedback. Any suggestions, feedback, or contributions provided by Licensee regarding the Software shall become the property of MarketingBull, and Licensee hereby assigns all rights in such feedback to MarketingBull.

4. TERM AND TERMINATION

4.1 Term. This license is effective only while Licensee maintains status as either a Client in Good Standing or party to a valid Retainer Agreement.

4.2 Automatic Termination. This license automatically terminates upon:

• Licensee’s failure to pay any invoice when due
• Loss of Good Standing status
• Expiration or termination of any applicable Retainer Agreement
• Breach of any term of this Agreement

4.3 Grace Period. MarketingBull may, at its sole discretion, provide a grace period before enforcing termination, but is under no obligation to do so.

4.4 Effect of Termination. Upon termination:

• All rights granted under this Agreement immediately cease
• Licensee must immediately stop using the Software
• Licensee must delete or destroy all copies of the Software in its possession
• Data export may be permitted on a case-by-case basis at MarketingBull’s sole discretion

5. SUPPORT AND UPDATES

5.1 Limited Support. MarketingBull may provide limited support and updates during the term of the client relationship, but such support is not guaranteed unless covered by a separate support agreement.

5.2 No Obligation. MarketingBull has no obligation to provide updates, upgrades, bug fixes, or support unless separately agreed in writing.

6. DISCLAIMER OF WARRANTIES

THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MARKETINGBULL, CORP. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND DEVELOPERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MARKETINGBULL DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL MARKETINGBULL, CORP., ITS OFFICERS, DIRECTORS, EMPLOYEES, OR DEVELOPERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF MARKETINGBULL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MARKETINGBULL’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE IN THE TWELVE MONTHS PRECEDING THE CLAIM.

8. INDEMNIFICATION

Licensee agrees to defend, indemnify, and hold harmless MarketingBull, Corp., its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) Licensee’s use of the Software; (b) Licensee’s violation of this Agreement; or (c) Licensee’s violation of any third-party rights.

9. CONFIDENTIALITY

9.1 Confidential Information. Licensee acknowledges that the Software and related documentation contain confidential and proprietary information of MarketingBull.

9.2 Non-Disclosure. Licensee agrees to maintain the confidentiality of the Software and not disclose it to any third party without MarketingBull’s prior written consent.

10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

10.2 Jurisdiction. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

10.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the Software and supersedes all prior or contemporaneous agreements, understandings, and communications.

10.4 Amendment. This Agreement may only be amended in writing signed by both parties.

10.5 Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach.

10.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.7 Assignment. Licensee may not assign this Agreement or any rights hereunder without MarketingBull’s prior written consent. MarketingBull may freely assign this Agreement.

10.8 Survival. Sections 3, 6, 7, 8, 9, and 10 shall survive termination of this Agreement.

10.9 Compliance with Laws. Licensee shall comply with all applicable laws and regulations in its use of the Software, including export control laws.

10.10 Audit Rights. MarketingBull reserves the right to audit Licensee’s use of the Software to verify compliance with this Agreement.

11. ACKNOWLEDGMENT

BY USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER ACKNOWLEDGES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

MarketingBull, Corp.
A New York Corporation
cl***********@**************ll.com

Last Updated: Jan 2025