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Estate Valuations & Pricing Systems, Inc. Licensing Agreement

Last updated June 15, 2018. FAX charges have been removed.

This Agreement between Estate Valuations & Pricing Systems, Inc., also known as EVP Systems, Inc., a California Corporation located at 1531 Chapala Street, #1, Santa Barbara, California 93101 hereinafter referred to as "EVP and/or Licensor" and the users of its software and services, including subsidiaries and affiliates, hereinafter referred to as the "Licensee".

PURPOSE OF AGREEMENT

1. The purpose of this Agreement is to state the terms and conditions under which Licensee may use proprietary software designed by the Licensor and owned by the Licensor to access the equipment of the Licensor to retrieve historical pricing data of corporate securities, stocks and bonds on historical databases.

SERVICES PROVIDED

2. Licensor shall provide Licensee with software known as EstateValTM, GiftValTM, CostBasisTM and CapWatch TM to allow Licensee to obtain historical pricing data using their own computer systems with data imputed through their own systems to the equipment of EVP. It is understood that Licensee shall input the data request and the product receipt upon their own computers and that the evaluations returned are to be obtained from historical databases which render Licensor's good faith opinion of values as to what historically buyers in the marketplace have paid for the securities particularly in an institutional round lot position in a historic sale and/or historic closing prices . Evaluations are determined based upon proprietary models and methodologies using inputs such as trade, bids, and other relevant market data contained in historical databases. Evaluations do not represent an offer to purchase or sell any security or any other instrument or are said evaluations intended to be any representation of present value.

Licensor is not providing computer programming or information storage other than such records that are necessary for billing purposes as set forth on Addendum A to this Agreement. Licensor may agree to provide consulting services on site where the software is being used upon the request of Licensee. Consulting services shall be the subject of a separately negotiated agreement between the parties.

PROPERTY OF LICENSOR

3. All software programs provided to the Licensee contained in either electronic, USB thumb drive or in disc form to the Licensee and any written procedures or other supporting items used in the operations performed by the Licensee shall remain the property of the Licensor and returned to the Licensor in the event that the rights to use the interface programs are terminated.

TERM OF AGREEMENT

4. This Agreement is effective on the date it is signed by both parties and is to remain in full force and effect until terminated as hereinafter provided. Either party may in its discretion, terminate this Agreement at the end of any calendar month by giving the other party at least one month prior written notice of termination. Licensee may terminate this Agreement on the effective date of any change of the terms or conditions of this Agreement. Either party may terminate this Agreement for failure of the other party to comply with any of the terms and conditions by giving the other party written notice of termination.

CHARGES

5. Licensee in consideration of the rights to use the software above-referenced agrees to pay to Licensor, EVP any charges as set forth on Addendum A to this Agreement which details the agreed charges for the retrieval of historical prices of securities. Payment for the usage of the software shall be due on receipt of invoice. Payment shall be made in full without any set-off whatever. Licensee shall reimburse and pay Licensor for all costs and expenses including reasonable attorneys fees incurred by EVP to collect any sums due under this Agreement. EVP shall provide updates and modifications to the software as modifications to the software are made at no cost to the Licensee and shall provide any corrections to the software in the event that a correction is found to be necessary.

TAXES

6. Licensee agrees to pay all Federal, State and Local taxes for the use of said software exclusive however of taxes based on EVP's net income.

CHARGES, TERMS AND CONDITIONS SUBJECT TO CHANGE

7. All charges, terms and conditions contained in this Agreement are subject to change by EVP upon one month's prior written notice. Subject to Licensee's power to terminate this Agreement, such as charges, terms and conditions shall become effective on their effective date as designated in the notice.

ERROR CORRECTION

8. If Licensee notifies EVP that the services provided by this Agreement and the software do not operate as set forth in the then current version of EVP's provided software, EVP will endeavor to correct any malfunctions in said services or software at no charge to the Licensee. EVP shall maintain a customer service desk at all times during the term of this Agreement to provide technical support or information necessary to maintain the systems and shall respond to the Licensee within a twenty-four hour period from the time of notification on Mondays through Fridays of each week (legal holidays excepted).

WARRANTIES, LIMITATIONS AND LIABILITY

9. EVP is providing the information of historical data based upon historical databases which the Licensee believes to be accurate. EVP makes however no warranty, expressed or implied, including but not limited to the implied warranties of fitness for a particular purpose and merchantability. EVP shall not be liable for any loss or damage claimed to have resulted from the use of the software to retrieve historical data regardless of the form of action except for direct use or damage resulting from the gross negligence of EVP. In no event shall EVP be liable for any special, indirect, incidental, or consequential damages. EVP shall not be responsible for any claim that arose more than one year prior to the institution of suit therefore or any claim arising for causes beyond EVP's reasonable control. Licensee's exclusive remedy and EVP's entire liability for any and all causes, whether for negligence, breach of contract, warranty or otherwise shall in the aggregate not exceed six months average billing to Licensee taken over the twelve months preceding a month in which the damage or injury is alleged to have occurred. If this Agreement has not been in effect for twelve months preceding such date then over such fewer number of preceding months that this Agreement has been in effect. Protection of confidential or proprietary programs and information, EVP shall treat as confidential and shall not knowingly copy or duplicate other than for emergency back-up and in the normal course of performing processing on EVP's computers or knowingly disclose to any person or organization any confidential information which is submitted by Licensee for processing. To ensure to confidentiality, Licensee agrees that it shall not submit the names of any of Licensee's clients for whom said information is requested. Licensee acknowledges that all printing of information from the computers of EVP shall be on their own printers and they acknowledge that EVP does not copy anything which has been submitted by Licensee.

Licensee agrees to use software solely for its own internal uses and benefit and not resale. In the event that Licensee sells, transfers, or disposes of or otherwise permits use of the software by or for the benefit of any other person or organization, Licensee shall indemnify and hold EVP harmless from damages arising from any usage or act or omission of the transferee.

Licensee acknowledges that the databases, computer programs and other information furnished to Licensee by EVP as part of the services and software constitutes usage of copyrighted trade secret or proprietary information of substantial value to EVP or some other person or organization affiliated with EVP. Licensee agrees that it shall not divulge or permit any other employees or agent to divulge any proprietary information to any person or organization except as expressly permitted hereunder. Without limited the foregoing, Licensee agrees for itself and its employees and agents 1) to use the programs and databases solely on their computers and solely in accordance with EVP's applicable user documentation. 2) to refrain from knowingly copying or divulging in any other way than in the normal course of performing processing or interfacing with EVP's computers proprietary information. 3) to refrain from knowingly obtaining unauthorized access to any programs, data or other information not owned by Licensee and if such access is accidentally obtained to respect and safeguard the same as proprietary information. 4) to honor reasonable written requests made by EVP to protect, at EVP's expense, the rights of EVP and third parties and proprietary information at common law under the Federal Copyright statute and under other Federal and State statutes.

Licensee agrees that it shall not attempt to reverse engineer or to use the source codes of the software provided.

COMPLIANCE WITH STATE AND FEDERAL LAWS

10. EVP warrants to Licensee that it maintains worker's compensation insurance in accordance with the laws of the State of California. It warrants that to its knowledge it is not in violation of any law of the State of California or Federal government concerning employment matters. It agrees to cooperate with any reasonable requests from Licensee requited by Licensee by State or Federal authorities to determine compliance with said laws.

ENTIRETY OF AGREEMENT AND PARTIAL INVALIDITY

11. This Agreement shall be governed by the laws of the State of California. The venue of any litigation involving this contract is agreed to be Santa Barbara County, California. This constitutes the entire Agreement between the parties regarding its subject matter. If any provision of this contract is held by any court to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

This Agreement is entered into by each party to this Agreement on the date the Licensee agrees to its terms. The Licensee agrees to the terms of this Agreement when an authorized agent for the Licensee installs the Licensor's software.

Addendum A

EVP Office Fee Schedule

EstateVal, GiftVal Evaluations

Domestic

CMOs *

Foreign *

Date of Death

$2.00

$5.00

$5.00

Alternate Date

$2.00

$5.00

$5.00

Distribution Date

$1.00

$5.00

$4.00

Appraisal Date

$0.75

$5.00

$3.75

Date of Gift

$2.00

$5.00

$5.00

Research per Action

$0.75

 

CostBasis Evaluation

Domestic

CMOs *

Foreign *

CostBasis

$1.00

$5.00

$4.00

 

CapWatch Requests

Cost

Company Selection

No Charge

List of Actions

$0.75

Details of Action

$0.75

* Collateralized Mortgage Obligations (CMOs) have a flat $5.00 fee and Foreign Securities have a $3.00 surcharge over Domestic Security rates.

Professional Services Fee Schedule

Services

Cost

Evaluation (per Security)

$5.00

Research (per Security)

$5.00

CUSIP Look-Up (14 or Fewer)

No Charge

CUSIP Look-Up (15 or More)

$15.00

Delivery via E-Mail (per Report)

No Charge

Delivery via USPS (per Report)

No Charge

Delivery via FAX (per Report)

No Charge

Delivery via FedEx (per Report)

$15.00

Discount Schedule

Discounts are applied at the end of each month, and are based upon the total usage across an entire firm. Each individual account within the firm receives an invoice with the firm's discount rate applied.

Bill

Discount

$0.00 - $250.00

0%

$250.01 - $500.00

5%

$500.01 - $1,000.00

10%

$1,000.01 - $2,000.00

20%

$2,000.01 - $5,000.00

25%

$5,000.01 - $10,000.00

30%

$10,000.01 - $20,000.00

35%

$20,000.01 or More

40%