SPEARPHISH.IO LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into this 25th day of May 2023 by and
between Spearphish.io LLC, a Texas limited liability company (“Spearphish” or “Licensor”), located at 209
Dunlawton Avenue, Suites 13 & 14, Port Orange, FL 32127, and your business, respectively the Licensee and collectively
referred to as “Parties”.
Licensor owns Spearphish products, including related copyrights and trademarks (the “Products”). Licensor is in the
business of licensing the Products to companies in various markets for the purpose of customer database mining for
Licensee wishes to obtain a license to use the Products for the term of the Agreement. Licensor hereby grants
Licensee a limited use license to use the Products for internal use only for the Initial Term plus any subsequent
automatic 30-day renewal periods until such time as the Agreement is terminated per the terms of Attachment I,
Paragraph 2 below. The licensee may not use the products at any other location, whether owned by the licensee or not, without an additional written agreement. Licensee agrees to the terms of the License as stated herein and the terms
and conditions contained in Attachment I and Attachment II.
This Agreement shall remain in effect for 30 days after the initial launch of the Spearphish platform (" Initial Term")
And thereafter on a month-to-month basis unless terminated per the terms of this agreement.
• Licensee to supply initial implementation items for full launch.
• Monthly reporting is included.
• Licensee represents that its database of Clients consists of 250,000 clients and potential customers, all of which will be
made available to the Licensor for marketing purposes.
• Spearphish.io LLC will manage weekly marketing email distributions to its database of said customer’s validated
emails to include Creative.
• It is understood by Licensor and Licensee, that the creative assets, including any creation of logos and art specifically
made for Licensee, will be the property of the Licensee upon termination of services or at the conclusion on this
Agreement, subject to Attachment I below.
1. Grant of Rights
Licensor hereby owns all trademarks and service marks associated with the Products, including Spearphish.io.
Licensor owns all rights, titles and interests to copyrights in Spearphish.io, its processes, the database of businesses, and
its software executable code and source code. Licensor hereby grants Licensee a limited use license to use the
Products for the term of and under the terms of this Agreement. Any training, logos, trademarks, works or other
custom content added by Licensee, remains the property of Licensee.
2. Terms and Termination
This is a legally binding Agreement for the term provided herein. Licensee may use the Products for the term of the
Agreement. After the termination of this Agreement, Licensee agrees that it will not use the Spearphish.io, or any similar
variants of the same. Licensee also agrees to delete any electronically stored copies of the Spearphish.io, or related
materials from any computer or system within the control of the Licensee. Charges will commerce on the executed
Agreement date. Charges to your accounts are due and payable in full upon receipt of invoice. If the account
becomes delinquent ninety (90) days, services will be suspended until account is brought current. At the end of the
Initial Term, the Agreement will automatically renew for successive 30-day periods until such time as it is terminated
by either party per the terms of this paragraph. Termination: This agreement may only be terminated after the full
term of the agreement is satisfied by giving 30 (30) days written notice of termination to Licensor via email to
firstname.lastname@example.org. Upon receipt of termination, Licensee will be invoiced for 1 additional month to serve out the
termination window of thirty (30) days of service. Licensee will have access to the system for those thirty (30) days
upon expiration of which, their service will be discontinued.
3. Mutual Indemnity, Confidentiality, Non-Circumvention
Each party agrees to indemnify and hold the other party harmless against any loss, expense, or damages incurred
because of claims relating to or arising from the party’s conduct, including without limitation (a) any breach of this
Agreement, (b) failure to make reasonable efforts to safeguard Confidential Information to the best of its ability from
unauthorized disclosure, access, use, and misappropriation. Licensor represents that it is the proper owner of all
software and data licensed under this Agreement and hereby indemnifies and hold harmless the Licensee from any
claims or causes of action relating to the Licensor’s ownership of software or data licensed under this Agreement.
All notices shall be in writing and shall be addressed (a) if to Licensor, to Spearphish.io LLC at 209 Dunlawton
Avenue Suites 13&14 Port Orange, FL 32127 or (b) if to Licensee, at such other address and/or facsimile number as
such party may have specified by earlier notice to the sender.
This Agreement may not be amended, modified, or changed, in whole or in part, except by a written agreement signed
by the Parties.
6. Legal Dispute
In the event of a legal dispute, the prevailing party will be entitled to collect reasonable attorney’s fees, costs, and
expenses incurred in enforcing this Agreement. If neither party prevails or the dispute is dropped, each party will be
responsible for attorney’s fees and costs it incurs at any point in the dispute.
1. Spearphish.io enables the Client to create text messages (“Texts”) and distribute such Texts to the Client’s customer
database (the “Text Message Functionality”). The client desires the use of the Text Message Functionality, and
Spearphish.io desires to provide such functionality subject to the terms and conditions hereof. In consideration of the
mutual covenants herein expressed and other good and valuable considerations, Client and Spearhphish.io agree as
• Text Message Functionality. If the Client elects to enable the Text Messaging Functionality for use by its personnel:
◦ a. Client accepts all responsibility for ensuring and represents and warrants to Spearphish that each
recipient of a Text sent by the Client’s personnel will have provided prior written consent to have opt to
receive text messages.
◦ b. Client assumes all responsibility for such use in accordance with all state and federal laws, including
laws that require opt-in/opt-out by the recipients of the Text Messages;
◦ c. For the avoidance of doubt, while Spearphish.io bears no responsibility for the use of the Text
Messaging Functionality by Client and its personnel, Spearphish will use and implement the best industry
practices to adhere to time-of-day restrictions on sending Texts (based on Client’s time zone(s)),
and to monitor “STOP” messages and prevent further Texts to the mobile number from which the
“STOP” messages came. The Text Messaging Functionality will only permit Texts to resume if a
A “START” message is received from such a mobile number.
◦ d. The client will assume sole responsibility for addressing questions or complaints from individuals or
entities regarding any Text Messages by its personnel.
2. Miscellaneous. All capitalized terms contained in this Amendment that are not otherwise defined herein shall have
the meaning ascribed to them in the Agreement. In the event of a conflict between the Agreement and this
Amendment, the terms of this Amendment shall govern. The parties remain bound by all of the terms and conditions
of the Agreement. Except as modified herein, all of the terms and conditions of the Agreement are incorporated by
reference herein as if set forth at length. This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which, once executed, shall be deemed an original. Still, all
counterparts shall constitute the same instrument.