Content License Agreement

Last updated: [Month Day, Year]

This Content License Agreement (the "Agreement") is entered into between American Business Loan / [Legal entity name], a [State] [entity type] ("Licensor," "we," "us") and the individual or entity creating a subscription account or completing checkout on this website ("Licensee," "Subscriber," "you"). By checking the acceptance box and creating an account, completing checkout, or otherwise accessing the Licensed Content, you agree to be bound by this Agreement. If you do not agree, do not check the box or use the Licensed Content.

1. Definitions

• "Licensed Content" means the educational carousels, flyers, frameworks, templates, graphics, copy, prequalification and loan-summary templates, and other marketing/educational materials made available by Licensor through its subscriber portal ("Partner Vault" or successor platform), as updated from time to time during the Subscription Term.
• "Subscription Term" means the recurring billing period(s) during which you maintain an active, paid subscription under this Agreement.
• "Authorized Use" means use of the Licensed Content solely as permitted under Section 2.

2. Grant of License

Subject to your continued compliance with this Agreement and timely payment of all applicable fees, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term only, to:

• Access and download the Licensed Content made available through the subscriber portal;
• Customize the Licensed Content with your own name, contact information, and branding elements, solely as enabled by the templates provided;
• Distribute and publish the customized Licensed Content for your own marketing, prospecting, and educational purposes in connection with your business.

No other rights are granted, and all rights not expressly granted are reserved by Licensor.

3. Restrictions

You shall not, and shall not permit any third party to:

• Resell, sublicense, rent, lease, or otherwise transfer access to the Licensed Content to any third party;
• Modify, edit, or alter the substantive claims, data, figures, statistics, disclaimers, or educational content of the Licensed Content, beyond the branding customization expressly permitted in Section 2. You acknowledge that unauthorized alteration of the underlying content may render it misleading or inaccurate, and Licensor may require immediate correction or removal of any non-conforming materials;
• Remove, alter, or obscure Licensor's copyright, trademark, or other proprietary notices except where the template is expressly designed for co-branding;
• Use the Licensed Content in a manner that is false, misleading, defamatory, or that violates applicable law or regulation, including lending, advertising, or consumer-protection laws;
• Represent that you are Licensor, an employee of Licensor, or an entity affiliated with or endorsed by Licensor beyond the referral/partner relationship (if any) separately agreed in writing;
• Reverse engineer, copy the underlying source files for redistribution as a competing content library or service, or use the Licensed Content to train any machine-learning or AI model;
• Continue to use, distribute, or display any Licensed Content after expiration or termination of this Agreement.

4. Fees and Payment

• Subscription fee: $[amount] per [month/year], billed in advance on a recurring basis until cancelled.
• Fees are non-refundable except as required by law or as otherwise expressly stated in this Agreement.
• Licensor may change subscription fees upon at least thirty (30) days' notice (via email or posting on this site), effective at your next renewal.
• Failure to pay fees when due, if not cured within ten (10) days of notice, entitles Licensor to suspend or terminate access immediately.

5. Term and Termination

• This Agreement begins when you accept it and continues for successive Subscription Terms until cancelled by either party.
• You may cancel at any time through your account settings or by contacting us; cancellation is effective at the end of the then-current paid billing period, and no partial refunds are issued for the remainder of that period.
• Licensor may suspend or terminate this Agreement immediately upon notice if you breach Section 2 or 3, fail to cure a payment default, or if such action is necessary to comply with law.
• Upon expiration or termination for any reason, your license terminates immediately, and you must cease all use, distribution, and display of the Licensed Content, including previously published materials to the extent reasonably practicable, except as expressly permitted in Section 7.

6. Ownership

As between the parties, Licensor retains all right, title, and interest in and to the Licensed Content, including all copyrights, trademarks, and other intellectual property rights therein. This Agreement conveys a limited license only and does not transfer any ownership rights. Any goodwill arising from your use of Licensor's trademarks or brand elements inures solely to Licensor's benefit.

7. Survival of Previously Published Materials

Materials you lawfully published in the ordinary course prior to termination (e.g., a social media post made while the license was active) need not be retroactively deleted, but you may not create new derivatives, re-publish, re-promote (including paid promotion), or otherwise make further Authorized Use of the Licensed Content after termination.

8. Disclaimer of Warranties

The Licensed Content is provided "as is" and "as available," without warranty of any kind, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. Licensor does not warrant that the Licensed Content will be error-free, uninterrupted, or suitable for your specific regulatory or compliance obligations. You are solely responsible for ensuring your use of the Licensed Content complies with all applicable laws, including advertising and lending-disclosure requirements in your jurisdiction(s).

9. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement. Licensor's total aggregate liability under this Agreement shall not exceed the total subscription fees you paid in the twelve (12) months preceding the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Licensor from any third-party claims, damages, or expenses (including reasonable attorneys' fees) arising out of your modification of, or unauthorized use of, the Licensed Content, or your violation of this Agreement or applicable law.

11. Confidentiality

You agree to treat any non-public materials, pricing, or platform features accessed through the subscriber portal as confidential, and not to disclose them to third parties except as necessary for Authorized Use.

12. General Provisions

• Governing Law: This Agreement is governed by the laws of the State of [State], without regard to conflict-of-law principles.
• Assignment: You may not assign this Agreement without Licensor's prior written consent. Licensor may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.
• Entire Agreement: This Agreement, together with any order form or portal terms incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions.
• Amendment: Licensor may update these terms prospectively with reasonable notice (posted on this page or emailed); continued use after the effective date of an update constitutes acceptance.
• Severability: If any provision is held unenforceable, the remaining provisions remain in full force and effect.
• No Waiver: Failure to enforce any provision is not a waiver of the right to enforce it later.