Useage Agreement:

THEREFORE, in consideration of the premises, the covenants and agreements herein contained, and other good and valuable consideration, the receipt, sufficiency, and legal adequacy of which is hereby acknowledged, Licensor and Licensee agree as follows:

1. Grant of License.  For the period set forth in paragraph 2 hereof, Licensor hereby grants Licensee a personal, restricted, non-transferable, non-exclusive right and license and the authority to use the Five Star Marketing And Consulting, LLC (Five Star Marketing) Program, as well as any registered or unregistered logos associated with the Five Star Marketing Program which are supplied to Licensee by Licensor, in connection with Licensee’s operation of its financial/investment advisory business (the “License”).By clicking “I AGREE,” Licensee accepts such License.  All rights in and to the program not expressly granted to Licensee under this Agreement are reserved and retained by Licensor.  The grant of this License by Licensor to Licensee does not contemplate, and shall not be construed to include, the right, privilege, or ability of Licensee to sublicense the Program without Licensor’s prior written consent, which may be withheld by Licensor for any reason, or for no reason at all, in its sole and absolute discretion.
2. Duration.  The License granted to Licensee hereunder, and this Agreement, shall remain in full force and effect until that time in which this Agreement, and the License granted pursuant hereto, have been revoked, terminated, or otherwise cancelled pursuant to the terms and conditions hereof.

3. Royalty.  The License is a royalty-free license. No royalty shall be due, owing, or payable by Licensee for the License.

4. Conditions of Use.  (a) Licensee shall use the program only in accordance with the provisions of this Agreement; (b) Licensee covenants and agrees to notify Licensor promptly of any circumstances of which Licensee has knowledge relating to any unauthorized use or copying of the Program by any person or entity; (c) Neither Licensee nor any party acting for or on its behalf shall copy or reproduce theProgram in any way; (d) Licensee shall not make any changes, revisions, modifications, alterations, additions to, or deletions from the Program without the prior written consent of Licensor, which may be withheld by Licensor for any reason, or for no reason at all, in its sole and absolute discretion; (e) Licensee shall have the right to use the Program in such ways and manners as it deems appropriate in operation of its business.

5. Revocation of License.  Licensor shall have the right to revoke the License, and terminate this Agreement, upon fifteen (15) days’ prior written notice upon the occurrence of any of the following: (a)  the transfer or attempted transfer by Licensee of, or any transaction the effect of which is to transfer, the License, rights and privileges granted under this Agreement, or the right of control or the right to the use thereof; (b) Licensee’s reproduces or republishes all or any part of the Program including, but not limited to, copying, putting the Program on the Internet, or on a website, or in a blog, or on any other social media outlet; (c)   Licensee’s cessation of its business for a period of at least thirty (30) days;(a)       if Licensee: (i) applies for or consents to the appointment of a receiver, trustee or liquidator of itself or of all or a substantial part of its assets, or (ii) files a voluntary petition in bankruptcy or admits in writing its inability to pay its debts as they come due, or (iii) makes a general assignment for the benefit of creditors, or (iv) files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or (v) files an answer admitting the material allegations of the petition filed against it in any bankruptcy, reorganization or insolvency proceeding;(b)        if an order, judgment or decree shall be entered by any court of competent jurisdiction adjudicating Licensee a bankrupt or insolvent or approving a petition seeking reorganization of Licensee or appointing a receiver, trustee or liquidator of Licensee or of all or a substantial part of its assets;(c)        Licensee’s breach of this Agreement which Licensee fails to completely cure within thirty (30) days after Licensor’s sending of written notice to Licensee setting forth the alleged breach; or

   (d)  Upon agreement First Income Advisors and Five Star Marketing.

   At such time as when any of the conditions described in this paragraph have occurred, the License granted Licensee hereunder, and this Agreement, shall immediately and automatically terminate without any action of, or notice by (or further notice in the event of subparagraph (f)), Licensor.  At its option, Licensor may give Licensee written notice of the termination of this Agreement and the License, but shall not be required to do so.

6. Duties Upon Termination/Expiration.  Upon the revocation of the License and the termination or expiration of this Agreement for any reason, Licensee shall promptly remove from any website, blog, or social media account, and return, or take all steps necessary to cause a prompt return, to Licensor of the Program (including any copies (authorized or unauthorized) in its possession or under its control), in whatever format it may exist, and shall immediately destroy (and certify same to Licensor) all (a) audio or video recordings (including any posted on the Internet) which includes any part of a presentation involving the Program, and (b) documentation, papers, compilations, notes, and data prepared by or on behalf of Licensee which, in any way, incorporates any confidential information of Licensor (i.e., any and all non-public information, technical data, or know-how of or about Licensor and/or its products and services).  Notwithstanding the return of the Program, Licensee will continue to be bound by its obligations of confidentiality and other obligations hereunder.

7. Ownership.  Licensor is, and shall at all times be deemed, the sole and exclusive owner of all right, title, and interest in and to the Program and all copyrights, patents, trade secrets, trademarks, servicemarks, and any other proprietary and intellectual property rights therein.  Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit, or interfere in any manner with Licensor’s ownership of or rights with respect to the Program.  Any and all copyrights, patents, servicemarks, trademarks, and trade names which are used in connection with the License and/or the Program are and shall remain the exclusive property of Licensor, and this Agreement gives Licensee no rights therein.

8. Protection of Licensor’s Rights.
   (a)        Licensor may commence or prosecute any claims or suits to insure protection of the Program in its own name, or in the name of Licensee, or join Licensee as a party thereto.  Licensee shall notify Licensor, in writing, of any infringement or imitation by others of the Program or any methodologies, procedures, or programs the same or similar to those covered by this Agreement that may come to Licensee’s attention.  Licensor shall have the sole right to determine whether or not to take any action in its name with respect to such infringement or imitation.  Licensee shall not institute any suit or take any action in its own name with respect to any such infringement or imitation.  Licensee covenants and agrees to give reasonable assistance to Licensor with respect to any such infringement proceeding initiated by Licensor.(b)       Licensee covenants and agrees not to raise or cause to be raised any questions, challenges, or objections to the validity of Licensor’s ownership of the Program and right to exclusive use and license thereof.

9. Licensee Representations and Warranties.  Licensee represents and warrants to Licensor that Licensee has the full right, power, and authority to enter into this Agreement.  Licensee is not a party to any agreement or understanding which would conflict with this Agreement or the rights granted, or duties, obligations, and responsibilities undertaken, herein.  This Agreement, when executed and delivered by Licensee, shall constitute the valid and binding obligation of Licensee, enforceable in accordance with its terms.

10. Injunctive Relief.  The parties hereto, recognizing that substantial, irreparable and immediate injury and harm will result to Licensor, its business and property in the event of a breach by Licensee of the terms and conditions of this Agreement, and/or the terms and conditions regarding the Program as set forth in this Agreement, agree that in the event of any violation of any of such terms and conditions, whether threatened or actual, that Licensor shall be entitled, in addition to any other legal or equitable remedy available, to the issuance of restraining orders or injunctive relief (ex parte or otherwise) in order to provide full and ongoing protection to Licensor.  The parties hereby stipulate and agree that a bond in the principal amount of One Thousand Dollars ($1,000.00) shall be sufficient protection in the event that a court enters a restraining order or orders injunctive relief.  In addition, Licensor shall have the right to recover, and shall be awarded by the court, its attorneys’ fees and court costs, and monetary damages that result from breach of the covenants, although Licensor and Licensee hereby acknowledge and agree that said damages shall be difficult to ascertain, and, in any event, cannot serve as an adequate remedy in the event of Licensee’s violation of any of the terms and conditions of this Agreement.  This paragraph shall survive the execution of this Agreement and the expiration and termination, with or without cause, of this Agreement.

11. Disclaimer of Warranties. LICENSOR DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND ANY OTHER DATA, INFORMATION, OR OTHER MATERIAL FURNISHED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE CONDITION THEREOF; CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION; THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN; AND WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

12. Limitation of Liability.  LICENSEE ASSUMES ALL RISKS AND LIABILITIES ARISING OUT OF LICENSEE’S USE OF THE PROGRAM.  LICENSOR SHALL NOT BE LIABLE FOR, AND LICENSEE ASSUMES TOTAL AND ABSOLUTE LIABILITY AND RESPONSIBILITY FOR, ALL INJURY AND DAMAGE RESULTING FROM THE USE OF THE PROGRAM.  IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, REVENUE OR PROFIT (INCLUDING, BUT NOT LIMITED TO, LOSS OF: PROFITS, GOODWILL, BUSINESS OPPORTUNITY, USE OF EQUIPMENT, EXECUTIVE OR EMPLOYEE TIME) EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LICENSEE SPECIFICALLY DISCLAIMS THE RECOVERY OF THESE ITEMS HEREBY.

13. Relationship of the Parties.  Licensee is and shall be an independent contractor vis-à-vis Licensor and nothing herein contained shall be construed to create an agency relationship, a partnership, a joint venture, or an employment relationship between Licensor and Licensee.  Neither Licensor nor Licensee shall have authority to act as agent for the other, and neither Licensor nor Licensee shall be a guarantor of the obligations of the other or in any way be obligated for the debts or expenses of the other unless set forth herein or otherwise agreed to in writing.

14. Assignments.  This Agreement is personal to the Licensee, being entered into in reliance upon and in consideration of Licensee’s skill, qualifications, representations, and reputation.  Therefore, neither this Agreement nor the License may or shall be assigned, transferred, sublicensed, shared or divided by Licensee, by operation of law or otherwise, whether by independent agreement, acquisition by another party of Licensee’s equity or assets, mortgage, pledge, lease, or other assignment as security, merger, consolidation or other reorganization, in succession by another party to Licensee’s business by operation of law, as a consequence of any transaction that results in the change in the ownership or right of control of Licensee, or otherwise, without the prior written consent of Licensor, which may be withheld for any reason or for no reason at all, in its sole and absolute discretion.  Any such unauthorized transfer, assignment, sublicensing, sharing, or division shall be null, void, and of no force and effect.  Licensor reserves the right to assign, pledge, hypothecate, or transfer this Agreement and/or the Program.  Any such assignment by Licensor shall operate to relieve Licensor of all duties, responsibilities, and liabilities under this Agreement as of the date of such assignment.

15. Binding Effect.  This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective legal and personal representatives, and voluntary and involuntary successors and permitted assigns.

16. Amendment.  This Agreement shall not be amended, altered, changed, or modified except by a written agreement signed by duly authorized representatives of all parties hereto.

17. Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto, and supersedes any and all prior or contemporaneous negotiations, correspondence, understandings, letters of intent and agreement between them, oral or written, with respect to the subject matter of this Agreement.

18. Severability.  If any term or condition of this Agreement shall be determined to be invalid or unenforceable, then such invalid or unenforceable part or parts shall be deemed to be held separate and severable, and the remaining provisions of this Agreement shall continue in full force and effect to the extent possible.

19. Waiver; Cumulative Remedies.  No delay or omission on the part of any party in exercising any right or remedy shall operate as a waiver of said right or remedy or any other right or remedy.  A waiver on any one occasion shall not be considered as a bar to or a waiver of any right or remedy on any future occasion.  Every right and remedy of a party shall be cumulative and in addition to every other right and remedy expressed in this Agreement or allowed by law or equity, and may be exercised singularly or concurrently.

20. Attorneys’ Fees.  In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its costs and reasonable attorneys fees from the non-prevailing party.