Licensing Agreement

NOTE: This Agreement (as defined below) is effective May 6, 2025, and applies to you if you created an account or signed up to use Rooted for you or your organization on or after May 6, 2025.  

Project Own may update the terms of this Agreement from time to time. Project Own will provide you with written notice of any material updates at least thirty (30) days prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws or regulations. Notices for material updates to the terms of this Agreement will be given in accordance with Section 8.5 (Notices). Following such notice, your continued use of the Application (as defined below) on or after the date the updated version of this Agreement is effective and binding and constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If you do not agree to the updated version of this Agreement, you must stop using the Application immediately.

NON-EXCLUSIVE LICENSE AGREEMENT

PLEASE REVIEW THE FOLLOWING NON-EXCLUSIVE LICENSE AGREEMENT CAREFULLY. ONCE ACCEPTED, THIS NON-EXCLUSIVE LICENSE AGREEMENT BECOMES A BINDING LEGAL COMMITMENT BETWEEN YOU AND PROJECT OWN, INC. IF YOU DO NOT AGREE TO THIS NON-EXCLUSIVE LICENSE AGREEMENT, YOU SHOULD NOT ACCEPT IT, CREATE AN ACCOUNT, OR USE PROJECT OWN SERVICES OR THE APPLICATION (AS DEFINED BELOW). IF YOU HAVE A PRIOR LICENSING AGREEMENT WITH PROJECT OWN, INC. OR A SEPARATE AGREEMENT FOR YOUR USE OF PROJECT OWN SERVICES OR THE APPLICATION (AS DEFINED BELOW), THIS NON-EXCLUSIVE LICENSING AGREEMENT WILL NOT APPLY TO YOU.

THIS NON-EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is effective as of the date you accept or otherwise agree to the terms of this Agreement (“Effective Date”).  This Agreement is between Project Own Inc., a tax-exempt, nonstock corporation organized and existing under the laws of the State of Maryland, having an office and place of business located at 3700 O’Donnell St., Suite 151, Baltimore, Maryland 21224 (“Licensor”), and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you”, “your”, “yours”, “Licensee”, or “Partner”) (collectively, the “Parties”, and each individually, a “Party”).

In consideration of the foregoing and the terms, conditions, and covenants set forth below, the sufficiency of which is acknowledged and agreed by the Parties, the Parties hereby agree as follows:

                                                                                                                                                               ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings:

“Agreement” has the meaning set forth in the preamble of this Agreement.

“Applicable Law” means all laws applicable to the Parties as relates to the performance of their obligations under this Agreement and its subject matter.

“Application” means Licensor’s financial coaching application that is the subject of this Agreement and as defined in the preamble of this Agreement.

“Client” means an individual who receives Project Own Services.

“Client Personal Data” means Personal Data of a Client. 

 “Confidential Information” has the meaning set forth in Section ‎4.1, below. 

“Effective Date” has the meaning set forth in the preamble of this Agreement.

“Intellectual Property Rights” means any and all statutory and common law intellectual property rights and interests, including:  copyrights, patents, trade secrets, trademarks, other rights in works of authorship, and knowhow relating to the Application.

“License” has the meaning set forth in Section ‎2.1, below.

“License Fee” has the meaning set forth in Section ‎3.4, below.

“License Term” has the meaning set forth in Section ‎3.1, below.

“Partner” has the meaning set forth in the preamble of this Agreement.

“Permitted Purpose” means use of the Application by Partner and its employees and independent contractors for the purpose of providing Clients with Project Own Services.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Personal Data” means information that relates to an identified or identifiable individual, whether directly or indirectly.

“Privacy Policy” means Licensor’s public-facing policy governing the collection, use and protection of Personal Data. 

“Program Start Date” means the Effective Date.

“Project Own Services” means the financial coaching and other financial services provided by Project Own through its Application, website and other means.

ARTICLE 2

GRANT AND RESTRICTIONS

2.1        License Grant.  Project Own grants, under this agreement, a limited, non-exclusive, non-transferable, non-sublicensable license to Partner for use of the Application (the “License”).  The License permits Partner to use the Application solely for Permitted Purposes.

2.2        No Reverse Engineering.  Licensee shall not take any steps to decompile or reverse engineer the Application.

2.3        No Derivative Works.  Licensee shall not create any derivative works of the Application. 

                                                                                                                                                               ARTICLE 3

LICENSE FEE

3.1        License Fee.  You agree to pay the fees for the Application on either a monthly or yearly basis (the “License Term”). After the expiration of the Applicable Licensing Term, Project Own may, in its sole discretion, amend the fees due for your use of the Application to take effect at the beginning of the new Applicable Licensing Term.

3.2        Termination for Cause.  Project Own may terminate the License and this Agreement if Licensee fails to pay the License Fee or for any other material breach of this Agreement.  Licensee shall be considered to have materially breached this Agreement if Licensee violates Section ‎2.1; Section ‎2.2; or Section ‎4.3.  The listing of these conditions shall not mean that they are the only violations of this Agreement that constitute a material breach.

3.3        Payment Terms.  Payment obligations are non-cancelable and fees, once paid, are non-refundable. You will pay the fees due by credit card or bank transfer. If your account does not have sufficient funds or your credit card declines a charge for the fees due, Project Own may suspend your access to the Application until the fees due are paid in full. You are prohibited from using the Application until all fees due are paid in full..  

3.4        Autorenewal.  This Agreement will automatically renew for an additional License Term upon the expiration of the original License Term unless a Party notifies the other Party within seven (7) days of expiration that the Party does not wish to renew the Agreement. If the Agreement automatically renews, all terms of this Agreement will apply.

                                                                                                                                                        ARTICLE 4 

CONFIDENTIALITY; PROTECTION OF CONFIDENTIAL INFORMATION

4.1        Confidential Information.  For the purposes of this Agreement, Confidential Information means either Party’s trade secrets, business practices, Client lists, employment records or information, referral information, contact information, email listserv lists or other business information, as reasonably designated by that Party.

4.2        Protection of Confidential Information.  The Parties agree to treat all Confidential Information with appropriate levels of protection and shall not disclose, convey, or otherwise communicate Confidential Information to any Person without the express, written consent of the other Party.  Failure to do so shall be considered a material breach of this Agreement.  The Parties further agree that accidental disclosure of Confidential Information does not render such information no longer Confidential.

4.3        Protection of Personal Data.  Partner agrees that all protections of Confidential Information shall also apply to Client Personal Data.  Partner further agrees that Partner shall only use Client Personal Data in accordance with Project Own’s Privacy Policy and Applicable Law.  If Client Personal Data is inadvertently disclosed, Partner agrees that the disclosing party may request return of the Client Personal Data from the receiving party.  Partner agrees that, in the event of accidental disclosure of Client Personal Data or a data breach of Partner, Partner will take, at Partner’s sole cost, all steps required under Applicable Law to remedy such accidental disclosure or breach, including immediate notification of Project Own and all affected parties as required by Applicable Law.  Partner further agrees that its employees and independent contractors will be bound by the same standard of protection of Client Personal Data as Partner.

4.4        Survivability.  The Parties agree that the provisions of this ‎ARTICLE 4 shall survive the termination or expiration of this Agreement. 

                                                                                                                                                        ARTICLE 5 

REPRESENTATIONS AND WARRANTIES; DISCLAIMER

5.1        Mutual Representations and Warranties.  Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing as represented in this Agreement under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has, and throughout the term of this Agreement shall retain, the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate and/or organizational action of the Party; and (d) when executed and delivered by such party, this Agreement shall constitute the legal, valid and binding obligation of that Party, enforceable against that Party in accordance with its terms.

5.2        Disclosure of Personal Data and Compliance With All Applicable Laws.  Licensee agrees to treat all Personal Data collected from Application users and Clients in compliance with Licensor’s Privacy Policy.  Licensee further agrees that any Personal Data collected by its employees and independent contractors from Application users and disclosed to Licensor has been collected only after obtaining consent from the Application user or Client as required by Applicable Law.  Licensee further agrees to treat all Personal Data disclosed to it by Licensor in accordance with the Privacy Policy and as required by Applicable Law.  Licensee further agrees to take no action that would cause Licensor to become a consumer reporting agency, as defined in the Fair Credit Reporting Act. 

5.3        License Conditions.  Licensor warrants that it has taken reasonable steps to develop the Application in a manner that is considered reasonable within commonly understood software and application development standards.  However, Licensor makes no representations or warranties that the Application is fit for a particular purpose.

5.4        “As Is” Application.  Licensee acknowledges and agrees that the Application is being licensed “as is” and that Licensor does not guarantee that the Application is error-free or compatible with Partner’s information technology systems.  Project Own retains the right to update, amend, alter or otherwise change any aspect of the Application at its sole discretion and without consulting or notifying Licensee.

                                                                                                                                                        ARTICLE 6 

INDEMNIFICATION

6.1        Indemnification of Licensor.  Licensee shall indemnify, defend and hold Licensor and each of Licensor’s respective officers, directors, employees, agents, consultants, and counsel, and the permitted successors and assigns of the foregoing (collectively, the “Licensor Indemnitees”) harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or resulting from any claim, suit, action, or other proceeding brought by a third party against a Licensor Indemnitee, related to, arising from, or resulting from (a) Licensee’s breach of any Client data protection laws or (b) any alleged misuse of the Application by Licensee or any person acting as an employee or independent contractor of Licensee; provided, however, that Licensee shall have no indemnification obligation with respect to losses arising out of or resulting from any claim, suit, action or other proceeding brought by a third party that the Application alone, unmodified, and as delivered by Licensor hereunder, misappropriates the Intellectual Property Rights or infringes a valid United States copyright of a third party.

6.2        Indemnification Procedure.  Whenever any claim shall arise for which Partner must indemnify Licensor Indemnitees as set out in Section ‎6.1, Licensor Indemnitees shall promptly notify Partner in writing of the claim and, when known, the amount of such claim and the facts constituting the basis for such claim.  Licensor Indemnitees’ failure to give such written notice shall not affect any rights or remedies of Licensor Indemnitees with respect to indemnification for damages except to the extent that Partner is materially prejudiced by the failure to provide notice.  Licensor Indemnitees shall not settle or compromise any claim by a third party for which they are entitled to indemnification without the prior written consent of Partner (which shall not be unreasonably withheld, conditioned or delayed) unless Partner has not taken control of and conducted in a diligent manner such suit after notification.  Upon receiving notice of any claim giving rise to indemnity under this Agreement, Partner may, at its sole expense, within thirty (30) days of receipt of notice of a claim, assume defense of the claim or legal proceeding if it provides written acknowledgement to Licensor Indemnitees of Partner’s indemnity obligations with respect to all elements of the claim and if, after assumption of the defense, Partner conducts the defense of the claim with adequate counsel and in a manner reasonably acceptable to Licensor Indemnitees.  If Partner assumes control of the defense, Licensor Indemnitees may, at their election, participate in, but not control, the defense.  If, within the thirty (30) day period specified above, Partner fails to assume defense and acknowledge its indemnity obligation, or if Licensor Indemnitees reasonably conclude there may be one or more legal defenses available to them that are different from or additional to those available to Partner, then Licensor Indemnitees may defend the litigation in whatever manner they deem appropriate including, without limitation, settling the claim after giving notice to Partner and on terms that Partner reasonably deems appropriate. 

6.3        Limitation on Liability.  The liability for any Party for any breach of this Agreement shall not exceed $1 million dollars, except as relates to claims related to Partner’s violation of Section ‎4.3, Section ‎5.3, or Section ‎8.2.

6.4        Other Damages.  The Parties agree that no Party shall be liable for any incidental, consequential, indirect, or liquidated damages resulting from a breach of this Agreement.

                                                                                                                                                        ARTICLE 7 

GOVERNING LAW; VENUE; DISPUTE RESOLUTION

7.1        Governing Law.  This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Maryland, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland.  The United Nations Convention on Contracts for the International Sale of goods does not apply to this Agreement.

7.2        Dispute Resolution.  Any dispute for which a Party is permitted to bring to a court proceeding shall be instituted in the federal courts of the United States in the District of Maryland or the state courts of Maryland located in Baltimore, Maryland, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit action or proceeding.  Service of process, summons, notice or other document by mail to such Party’s registered address shall be effective service of process for any suit, action or other proceeding brought in any such court.

                                                                                                                                                               ARTICLE 8    

MISCELLANEOUS

8.1           Underwriting. Licensee agrees that no Personal Data during the License Term may be used for any mortgage underwriting purposes.

8.2        Artificial Intelligence.  Licensee shall not use any Client Personal Data or any information or data collected through the Application to train any artificial intelligence models or algorithms.

8.3        Assignment.  Neither Party shall assign this Agreement to a third party without the other Party’s prior written consent; provided, however, that either Party may assign this Agreement to any purchaser of all or substantially all of its assets or business (by merger, asset sale, equity sale or otherwise) without the other Party’s consent, provided that such purchaser agrees to be bound by the terms and conditions of this Agreement. 

8.4        Binding Upon Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties.

8.5        Notices.  All notices to Project Own will be directed to info@projectown.org. All notices to you will be provided via email to the relevant contact(s) you designate in your account.

8.6        No Waiver.  No course of dealing or failure of a Party to enforce strictly any term, right or condition of this Agreement shall be construed as a waiver of that term, right or condition.  No express waiver of any term, right, or condition of this Agreement shall operate as a waiver of any other term, right, or condition.  No waiver by either Party of any one or more defaults by the other Party in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. No failure or delay by any Party in exercising any right, power, privilege, or remedy provided by this Agreement shall operate as a waiver.

8.7           Severability.  If any term, covenant or condition of this Agreement or the application of such term, covenant or condition to any Party or circumstance shall, to any extent, be held to be invalid or unenforceable, then the remainder of this Agreement, or the application of such term, covenant or condition to the Parties or under circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

8.8        Entire Agreement.  This Agreement constitutes the entire, full and complete agreement between the Parties concerning the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations and discussions, written or oral, express or implied, between the Parties in relation to the subject matter of this Agreement.

8.9        Third Party Beneficiaries.  Nothing in this Agreement shall be deemed to grant any third party beneficiary or similar rights to any Person not a signatory to this Agreement.

8.10     Contractual Relationship.  The Parties shall not be deemed to be in a relationship of partners or joint venturers by virtue of this Agreement, nor shall any Party be an agent, representative, trustee or fiduciary of the other Party.  Neither Party shall have any authority to bind the other Party to any agreement.

8.11     Modifications.  The Parties shall not modify, change, amend or alter this Agreement unless such modifications, changes, amendments or alterations are written and executed by authorized representatives of the Parties.