FINANCIAL PLANNING PROGRAM LITE LICENSE AGREEMENT THIS FINANCIAL PLANNING PROGRAM LICENSE AGREEMENT (the “Agreement”) is entered into by and between PMA FINANCIAL NETWORK, INC., an Illinois corporation (“PMA”), whose principal office is located at 2135 CityGate Lane, Naperville, IL 60563 and the Unit of Local Government that has been authorized to access this system by PMA (hereinafter “Public Entity”). Units of Local Government include but are not limited to: School Districts, Community Colleges, municipalities, counties, cities, villages, townships, special districts, and other units of local government which exercise limited governmental powers or powers in respect to limited governmental subjects. WHEREAS, Public Entity is a member of the Iowa School Joint Investment Trust (“ISJIT”) or its sponsor, the Iowa School Board Association (“ISBA”) and PMA and ISJIT have entered into a Fixed Term Automated Program Provider Agreement (hereinafter the “Fixed Term Agreement”) for the provision of services to ISJIT participants; and WHEREAS, PMA has developed a version of its web-based Financial Planning Program for ISJIT Participants (hereinafter “PMA FPP LITE”) that enables Iowa Public Entity clients to interact directly with the PMA FPP LITE through the web platform and input different assumptions, perform “what-if” scenarios and generate various reports within the discretion of the Public Entity; and WHEREAS, the Public Entity desires to have access to PMA FPP LITE for such purposes and PMA has agreed to make available to the Public Entity the PMA FPP LITE through the web-based platform subject to the terms and conditions contained herein, and Public Entity has agreed to limit its use of the PMA FPP LITE as herein required. NOW, THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows: 1. License. During the term of the Fixed Term Agreement, PMA hereby grants to Public Entity a limited, revocable, non¬transferable license to use the PMA FPP LITE solely for its internal business needs except as expressly provided herein. 2. Limited Use and Disclosure of PMA FPP LITE. There are restrictions on the use of the PMA FPP LITE and its reports and information derived from PMA FPP LITE as follows: i) the Public Entity may use the PMA FPP LITE reports received from PMA personnel for “public use” in such public meetings and for any other purpose provided the document is used in its entirety with such disclaimers as contained on the original document. If the public document is not provided in its entirety, PMA reserves the right, prior to each instance of public dissemination or production to a third party, to review and edit any relevant content of the publication where PMA, PMA FPP LITE or any reports or information derived therefrom are disseminated; and ii) the Public Entity may use the PMA FPP LITE web-based platform for its use to generate, modify and archive different financial projections based on assumptions selected and utilized by the Public Entity. Public Entity may save and print reports and export data from the PMA FPP LITE web-based at the discretion of the Public Entity, provided however, that any report or information shall maintain or insert the original PMA disclaimers on such written materials and PMA retains the right, prior to each instance of public dissemination or production to a third party, to review and edit any relevant content of the publication where PMA, PMA FPP LITE or any reports or information derived therefrom are disseminated. Notwithstanding the foregoing, Public Entity may disclose the PMA FPP LITE reports or information to its external auditors and/or its regulators as reasonably necessary. Subject to the preceding sentence, and except as otherwise required by law, Public Entity shall not release or provide access to the PMA FPP LITE itself to any third party, including without limitation any competitor of PMA, without the prior written consent of PMA, which consent may be withheld in PMA’s sole, but reasonable, discretion. 3. Passwords. PMA shall provide Public Entity with a password for employee(s) of the Public Entity (hereinafter “User”) to access and use the web-based platform on behalf of Public Entity. In the event that a Public Entity is issued multiple passwords, each password will only be provided with access to the files for that particular password/User. Public Entity agrees to require that its User(s) protect and maintain the privacy of such password, and not share the password with any other persons. Public Entity agrees to be solely responsible for the safekeeping and privacy of such password and accepts any liability from the misuse of such passwords. Public Entity further agrees to contact PMA immediately in the event that the User is no longer employed or otherwise permitted to act on behalf of Public Entity so that PMA may terminate access to such User. In that case, PMA will issue the Public Entity a new password for access to the PMA FPP LITE system. 4. Data Inputs. Public Entity understands that all data and assumptions provided and used in the PMA FPP LITE system are provided by the Public Entity, and any resulting output and reports are wholly dependant on the quality of such data. PMA does not undertake any investigation or examination with respect to such data and the completeness and accuracy of any PMA FPP LITE reports resulting from the use of such data is solely the responsibility of the Public Entity. 5. Disclaimer of Warranties. Public Entity acknowledges and agrees that PMA makes no representations or warranties whatsoever regarding the PMA FPP LITE, or the results that Public Entity may yield therefrom. The PMA FPP LITE is provided “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, PMA AND ITS AFFILIATES (as defined below) DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PMA FPP LITE AND ANY RESULTS THAT PUBLIC ENTITY MAY YIELD THEREFROM. NEITHER PMA NOR ITS AFFILIATES GUARANTEE THE ADEQUACY, ACCURACY, OR COMPLETENESS OF THE PMA FPP LITE OR ANY COMPONENT THEREOF OR ANY RESULTS THEREFROM. PMA AND ITS AFFILIATES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE FPP OR THE RESULTS ACHIEVED THEREFROM. PUBLIC ENTITY’S USE OF THE PMA FPP LITE AND PUBLIC ENTITY’S USE AND RELIANCE UPON THE RESULTS ACHIEVED THEREFROM ARE AT PUBLIC ENTITY’S OWN RISK. 6. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL PMA OR ITS AFFILIATES OR THEIR THIRD-PARTY LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, OR LOST TIME OR GOOD WILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. PMA AND ITS AFFILIATES SHALL NOT BE LIABLE (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7 BELOW) FOR ANY CLAIMS AGAINST PUBLIC ENTITY BY THIRD PARTIES, INCLUDING TO THE FULLEST EXTENT PERMITTTED BY LAW, ANY GOVERNMENTAL AGENCY. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE PMA FPP LITE MAY BE BROUGHT BY PUBLIC ENTITY MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. 7. PMA’s Proprietary Rights/Injunctive Relief. (a) All proprietary rights (including, but not limited to, copyrights, trade secrets, and trademark rights) in the PMA FPP LITE, including all software and documentation contained or included therein, are and shall remain the sole and exclusive property of PMA and its Affiliates. The PMA FPP LITE was created by PMA and its Affiliates through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money, and the PMA FPP LITE constitutes the valuable intellectual property of PMA and its Affiliates. Public Entity shall protect the copyrights, trade secrets, trademarks, and other proprietary rights of PMA and its Affiliates in the PMA FPP LITE, including, but not limited to, any contractual, statutory, or common-law rights, during and after the term of this Agreement. (b) Except as permitted in Section 2 above, Public Entity shall not disclose to any third party the PMA FPP LITE, or its use of the same, or any reports or information from the PMA FPP LITE. If, however, in the course of reporting to any federal or state agency, oversight board, or in the context of any litigation, arbitration, Freedom of Information Act request or other legal proceeding, Public Entity is required or subpoenaed to produce the PMA FPP LITE, or any information relating to or from the PMA FPP LITE or PMA, to the fullest extent permitted by law, Public Entity shall first notify PMA, affording PMA the opportunity to challenge, quash or otherwise limit the disclosure demanded. Public Entity shall fully cooperate with any such efforts undertaken by PMA. (c) Copying of, use of, access to or distribution of the PMA FPP LITE or any information, or software contained therein in breach of this Agreement shall cause PMA and its Affiliates irreparable injury that cannot be adequately compensated for by means of monetary damages. Any breach hereof by Public Entity may be enforced by PMA or its Affiliates by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be available. In the event PMA has reasonable grounds to believe Public Entity is violating the terms and/or conditions set forth in this Agreement, then PMA shall have the right to suspend and/or terminate the license granted herein. Public Entity and its Affiliates shall be jointly and severally liable to indemnify and hold harmless PMA and its Affiliates from and against any and all costs, claims, damages or liabilities (including reasonable attorneys’ fees) arising from any breach of the limitations or restrictions set forth in this Agreement. 8. Termination. The license granted hereunder is revocable in the sole, but reasonable, discretion of PMA if (i) PMA reasonably believes that Public Entity has violated any terms of this Agreement, (ii) the Fixed Term Agreement between ISJIT and PMA has terminated for any reason; (iii) PMA determines to discontinue or replace PMA FPP LITE for any reason. 9. Indemnification. Public Entity shall indemnify, defend and hold harmless PMA and its Affiliates, and all of their officers, directors, shareholders, employees and agents (the “indemnified parties”) from and against any and all claims arising from or relating to any use by Public Entity of the PMA FPP LITE, and/or the results therefrom, whether direct or indirect, including but not limited to any (a) incorrect, omitted and/or unauthorized information provided by Public Entity, (b) misrepresentations made by Public Entity regarding the FPP program, (c) failure to comply with Public Entity policy, state, and federal law, or (d) actions or investments arising from the gross negligence or willful misconduct of the Public Entity. 10. Miscellaneous. (a) Governing Law. This Agreement is made and entered into and shall be interpreted, construed and enforced in accordance with the laws of the State of Illinois without giving effect to the conflicts of laws provisions thereof. The parties hereto and their successors and permitted assigns irrevocably consent to the exclusive jurisdiction of any courts located in the State of Illinois for the resolution of any disputes arising from or related to this Agreement, whether such action is based in contract, tort or otherwise. (b) Definition: The Affiliate, as used herein, means any entity owned, controlled or under common control with the applicable party, whether directly or indirectly. (c) Entire Agreement. This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all previous agreements, representations, discussions, understandings or writings between the parties with respect to its subject matter. There are no oral or written collateral representations, agreements or understandings. (d) Authority to enter into Agreement. Each party warrants that its entry into this Agreement is lawful and does not violate any other agreement to which it is a party. The provisions and terms of any other agreement between the parties shall be of no effect and shall not in any way extend or amend the terms and conditions set forth in this Agreement unless expressly accepted in writing by an authorized officer of PMA. No amendment of this Agreement shall be binding upon the parties unless in writing and signed by an authorized representative of the parties. (e) Assignment. Public Entity shall not assign this Agreement, nor the license granted herein, to any third party whatsoever without PMA’s prior written consent. For purposes of this Agreement, an assignment shall include a sale of all or substantially all of Public Entity’s assets, a change in control or a merger by law or otherwise. (f) Headings. Headings used in this Agreement are for reference purposes only. (g) Waiver. The failure of a party to insist upon strict compliance with any term or condition of this Agreement on any occasion shall not be construed as a waiver with regard to any subsequent failure to comply with such term or condition. No waiver of any term or condition of this Agreement shall be effective unless agreed to in writing by the party making the waiver. (i) Compliance with Law. Public Entity shall, in its use of PMA FPP LITE and the results therefrom, comply with all applicable laws and regulations, now or hereinafter in effect. (j) Severability. If any term or condition hereof is found by a court, administrative agency or jurisdiction to be 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.

Close Window