MARKETING AND SOFTWARE LICENSE AGREEMENT

Terms Updated 02/14/2025


This Marketing and Software License Agreement (this “Agreement”) is made as of the date the box indicating “I have read, understood, and agree to the terms of the QuickQuote Agreement” is clicked (the “Effective Date”) by and between Aletheia Digital Technologies, LLC of 6524 Buena Vista Rd, Columbus, GA 31907 ("Aletheia") and You (the “Client”). By clicking the “I have read, understood, and agree to the terms of the QuickQuote Agreement” box, the Client is indicating their consent to be bound by the terms of this Agreement.


A. Aletheia is the developer of a software known as QuickQuote for Roofs (“QuickQuote”) which combines data and information regarding the size and dimensions of a home or structure with pricing information of a roofing, construction or other contractor to generate an estimated price the contractor would charge to install materials and perform services at such location (a “Quote”).


B. Client is a contractor providing roofing products and services (the “Products and Services”) and desires to enter into an agreement with Aletheia to license QuickQuote to generate Quotes from potential customers for Client’s Products and Services.


NOW THEREFORE, for good and valuable consideration, the parties agree to be bound by the terms and conditions of this Agreement as of the Effective Date.


  1. Software License.  Subject to the terms and conditions of this Agreement, Aletheia grants Client, during the Term (as defined below), a limited, personal, non-exclusive, non-transferable license (without the right to grant sublicenses) to access and use QuickQuote, on the Landing Page (defined below) for the sole purpose of generating Quotes for potential customers. 
  2. Services.  In connection with the license granted in Section 1, Aletheia agrees to provide the following services to Client (the “Services”):
  3. Configure QuickQuote to interface with Client’s pricing for Client’s Products and Services as such information is provided by Client to Aletheia.
  4. Design and create a customized Client-branded landing page (the “Landing Page”) hosted by Aletheia for the use of QuickQuote as configured to include Client’s pricing information.
  5. Design and create pop-ups and banners (the “Promotions”) for the Client’s primary business website to promote the Landing Page and QuickQuote.
  6. Provide a personalized dashboard on the Landing Page, accessible only to Client, with Quotes (including contact information for the potential customer related to each Quote) generated from QuickQuote on the Landing Page.
  7. Landing Page and Promotions.  Client agrees to provide Aletheia with all pricing and other information related to Client’s Products and Services which are necessary to configure QuickQuote and the Landing Page to generate Quotes for Client. Client hereby grants Aletheia a limited, personal, non-exclusive, non-transferable worldwide license to reproduce, distribute, publicly perform, publicly display and digitally display Clients’ trademarks, service marks, trade names, logos or other commercial or product designations (“Client IP”) in conjunction with QuickQuote, the Landing Page and the Promotions. Upon completion of its review of the Landing Page, Client may direct Aletheia to launch the Landing Page and install the Promotions. If Client does not use Aletheia’s hosting services, Aletheia will launch the Landing Page and Client will be responsible for the installation of the Promotions on Client’s website. Aletheia will provide the code and instructions necessary.
  8. Fees.  For the software license, Client shall pay Aletheia the fees set forth on Exhibit A (the “Software License Fees” or the “Fees”) effective immediately upon the execution of the Agreement. Aletheia will commence construction of the Landing Page after receipt of the initial payment of Fees. All Fees once paid are non-refundable. Applicable Fees in Exhibit A are determined by package selected during purchase process. Package selection and applicable Fees cannot be changed under the duration of this Agreement unless Aletheia agrees in writing to a written request to change package selection and applicable Fees from Client. In the event client fails to pay amounts due under this agreement, Client shall be liable to Aletheia for the reasonable costs of collection, including but not limited to attorney fees, filing fees, collection agency fees, litigation expenses and costs, and all other expenses reasonably incurred by Aletheia. Fees in default will incur a 10% per annum interest rate until paid in full.
  9. Restrictions.  QuickQuote, the Landing Page, the Promotions and their structure, organization, components, source code, design, graphics, text and all derivatives, modifications and enhancements thereof or thereto, and all other intangible property and/or intellectual property in any way associated with any of the foregoing (collectively the “Aletheia IP”) constitute valuable trade secrets of Aletheia and its licensors and suppliers and remain the sole and exclusive property of Aletheia and Client does not have any right of any kind to the Aletheia IP. Accordingly, except as expressly provided in this Agreement, Client will not and will not permit or encourage any third party to: (a) use, modify, adapt, alter, translate, port or create derivative works of or from any Aletheia IP, or add information or files to the Landing Page or Promotions; (b) merge QuickQuote with other software; (c) sublicense, distribute, sell, share, use for service bureau use, lease, rent, loan, or otherwise transfer any Aletheia IP; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for or any other proprietary information or trade secrets from any Aletheia IP; (e) remove, alter, or obscure any proprietary notices (including, without limitation, any copyright or trademark notices) of Aletheia or its licensors and suppliers from any Aletheia IP or (f) otherwise utilize any Aletheia IP in any manner, except as expressly permitted in this Agreement.
  10. Ownership.  Except for Client IP, which is owned by Client, the Aletheia IP and all other rights in any way associated with QuickQuote and or the business and operations of Aletheia are and will remain the sole and exclusive property of Aletheia and its licensors and suppliers. Any rights not expressly granted to Client hereunder are reserved by Aletheia and, except as expressly granted in this Agreement, Aletheia grants no rights or licenses to Client by implication, estoppel, or otherwise, in or to any Aletheia IP.
  11. Data and Information.  All information and data comprising each Quote, including information related to size and location of the structure, contact information of the structure owner, pricing and other information which collectively make up a Quote (the “Quote Data”) will be transmitted to Aletheia in connection with Aletheia hosing the Landing Page. Aletheia will hold and maintain the Quote Data in compliance with all applicable laws. All Quote Data is and remains the sole and exclusive property of Aletheia. Without limiting the forgoing, Aletheia shall have the right to monitor, store, retain and use, for any purpose, any data, information or results regarding Client’s use of QuickQuote and the Landing Page including, but not limited to, any data or information input into QuickQuote by Client or any other third party. Aletheia will not share any individual Quotes generated from the Landing Page with any competitors of Client; provided that Client acknowledges and agrees that the aggregate data from Quotes generated on the Landing Page (and quotes from all other customers of Aletheia) may be aggregated into a database, without specifically identifying information of a customer or a contractor, to create industry data regarding average prices and activity within a geographic area. Client shall be solely responsible for compliance with all applicable laws, rules and regulations, including those relating to privacy, confidentiality and security, with respect to all Quote Data it holds or receives (whether generated from a Quote from QuickQuote, the Landing Page or any other source).
  12. Term.  This Agreement will commence on the Effective Date and will continue until the date that is one (1) year from the Effective Date (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement will automatically renew for consecutive 1-year periods (each, a “Renewal Term”), unless earlier terminated in accordance with Section 9. The Initial Term and any applicable Renewal Terms shall be referred to herein, collectively, as the “Term”.
  13. Termination.  Either party may terminate this Agreement without cause upon written notice to the other party delivered no earlier than sixty (60) days and no later than thirty (30) days prior to the expiration of the then current Term. Notwithstanding the foregoing, in order for a termination notice from Client to Aletheia to be effective, it must be accompanied by a payment in full of all Fees that will be incurred by Client pursuant to the terms of this Agreement during the period between the date of Client’s termination notice and the expiration of the then current Term. In addition, either party may terminate this Agreement if the other party breaches any material provision of this Agreement (including failure to pay Fees in a timely manner) and does not cure such breach (provided that such breach is capable of cure) within ten (10) days after notice thereof. Notwithstanding the foregoing, this Agreement will terminate immediately if Client, in any manner, breaches Sections 5 or 13 of this Agreement; provided no such termination shall relieve Client of any liability arising prior to such termination.
  14. Money Back Guarantee (MBG).  QuickQuote for Roofs offers a comprehensive refund policy regarding subscription fees. Client may receive a full refund if they do not achieve at least $10,000 in GROSS revenue from leads generated through QuickQuote within the 12-month subscription period. To be eligible for this refund, client is required to grant QuickQuote for Roofs access to their Customer Relationship Management (CRM) or lead/sale tracking platform. QuickQuote for Roofs will then review the client’s CRM data and cross-reference it with QuickQuote’s monthly reporting to verify sales performance. The MBG applies solely to the Standard and Preferred Subscription tiers. It does not cover any additional charges beyond the annual subscription and setup fee ($3,250 for Preferred Subscription tier or $3,850 for Standard Subscription Tier), including but not limited to monthly additional request fees, video setup costs, or any other product enhancements.
  15. Disclaimer.  ALETHEIA DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING QUICKQUOTE, THE LANDING PAGE, THE PROMOTIONS AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT, AND ALETHEIA SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ALETHEIA DOES NOT WARRANT THE USE OF QUICKQUOTE, THE LANDING PAGE, OR THE PROMOTIONS WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE.
  16. Limitation on Liability.  IN NO EVENT WILL ALETHEIA BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING FROM OR RELATING TO THIS AGREEMENT (OR QUICKQUOTE OR THE LANDING PAGE OR THE PROMOTIONS OR SERVICES PROVIDED HEREUNDER), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF ALETHEIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALETHEIA’S TOTAL CUMULATIVE LIABILITY IN ANY WAY CONNECTED WITH THIS AGREEMENT, QUICKQUOTE, THE LANDING PAGE, THE PROMOTIONS AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID BY CLIENT TO ALETHEIA FOR THE SOFTWARE LICENSE FEES DURING THE PROCEEDING TWELVE (12) MONTHS. CLIENT ACKNOWLEDGES THAT THE FEES AND THESE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT ALETHEIA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. Client acknowledges that the Quotes provided by QuickQuote may contain errors. Client is responsible for confirming the accuracy of any Quote directly with the homeowner. Aletheia will not be liable for any erroneous Quote provided by QuickQuote.
  17. Representations and Warranties.  Each party represents and warrants to the other party that (a) it is duly organized and in good standing in the jurisdiction of its formation; (b) this Agreement has been duly authorized by all necessary company action; (c) this Agreement does not conflict with its organizational documents or any agreement or document by which it is bound; and (d) this Agreement constitutes a valid and binding obligation, enforceable against it in accordance with its terms. Client represents and warrants that it owns all intellectual property rights in the Client IP. Client will indemnify, defend and hold harmless Aletheia from and against any losses, costs, damages or expenses arising from any claims brought by a third party related to the Client IP.
  18. Confidentiality.  This Agreement is made subject to, and all Confidential Information (as defined on Exhibit B) of the other party obtained by either party under this Agreement will be governed by, the terms set forth in Exhibit B.
  19. General.
  20. The agreement made between the parties (which consists of this agreement and the Exhibits), contains the total understanding of the parties and supersedes all previous understandings between them either in writing or oral, provided that this shall not apply to fraudulent or negligent misrepresentation.
  21. Client will comply with all applicable laws concerning its use of QuickQuote, the Landing Page and the Promotions.
  22. This agreement can only be amended or modified by a written agreement signed by both parties.
  23. Neither of the parties to this agreement may assign their rights or benefits under this agreement without prior written consent from the other party.
  24. All notices, consents and approvals under this Agreement must be delivered in writing by electronic mail, courier, facsimile, or certified or registered mail (postage prepaid and return receipt requested) to the other party at the address for each party first set forth above, and will be effective upon receipt or 3 business days after being deposited in the mail, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party.
  25. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  26. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions of this Agreement will continue in full force and effect.
  27. Governing Law.  This agreement and the rights of the parties under it shall be governed by and construed in accordance with the state laws of Kansas. The parties agree to submit to the courts of Sedgwick County, Kansas.
  28. Credit Card Charges and Payments.  Client agrees to be immediately charged applicable Fees from package selected as outlined in Exhibit A to the credit card payment method submitted upon initial purchase. Client understands and agrees charges will be made to this credit card for all remaining and future payments throughout the Term of this Agreement. Failure of a charged credit card will result in a violation to the terms of this agreement and Aletheia reserves the right to terminate this agreement and cease all QuickQuote services immediately. In the event Client must update the payment method, Client agrees to give written notification and new payment method details within 30-days of next payment due. Any form of updated payment method provided that is not a credit card must be approved by Aletheia. Any new payment methods provided will be subject to the terms of this Agreement, and Client agrees to use the updated payment method provided for all applicable Fees.


Exhibit A

Software License Fees


1. QuickQuote Standard Package:  $3,850

  • Initial Setup: $550
  • Monthly Subscription: $275 payable monthly in advance prior to the monthly service in twelve (12) installments
  • Includes up to twenty-five (25) QuickQuote requests per month
  • Additional QuickQuote Requests: $5 per request payable monthly within five (5) days after the end of each month


2. QuickQuote Preferred Package: $3,250

  • Initial Setup: $550
  • Monthly Subscription: $225 payable annually in advance in a lump sum payment of $2,700
  • Includes up to twenty-five (25) QuickQuote requests per month
  • Additional QuickQuote Requests: $5 per request payable monthly within five (5) days after the end of each month

Exhibit B

CONFIDENTIALITY


  1. Confidential Information.  The term “Confidential Information” means any and all information provided in any form, including all technical and non-technical, financial, sales, marketing, employment, legal and regulatory information furnished, disclosed, communicated or otherwise made available, in whatever form or medium (regardless of whether tangible, intangible, visual, audio or oral and regardless of whether or not it is marked as confidential), by either party to the other party during the term of this Agreement and all materials prepared by any party containing or based upon any such information. The Confidential Information of Aletheia will include all data or information included in the Landing Page, QuickQuote, as well as all source code, object code, databases, structures, functions, store procedures, and triggers contained in the QuickQuote or Landing Page.
  2. Protection of Confidential Information.  Each Party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other Party (the “Receiving Party”) certain Confidential Information. Such Confidential Information, including all discussions related thereto and information exchanged prior to the date hereof, shall be maintained as confidential during the term of this Agreement and for a period of one year following the termination of this Agreement. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or representatives of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty or obligation to maintain the confidentiality of such Confidential Information. The Receiving Party shall be responsible for any failure of its representatives to maintain the confidentiality of the Confidential Information. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
  3. Exceptions.  The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a Third Party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is proven by the Receiving Party (who will bear the burden of proof) to have been independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in advance in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party in advance of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.
  4. Remedies.  In the event of a breach or threatened breach by either party of its obligations hereunder with respect to the Confidential Information, in addition to any other remedies available at law or in equity, the non-breaching party is entitled to a court order enjoining such breach or threatened breach and requiring compliance with the terms hereof (without the need to post any security). Each party will indemnify and hold the other party harmless from and against any and all loss, liability, cost or expense (including reasonable attorneys’ fees and costs) arising out of or relating to any failure by it to comply with its obligations hereunder regarding the Confidential Information, including without limitation the cost of enforcement of the other party’s rights hereunder. The delivery of Confidential Information does not constitute a representation or warranty (express or implied) of any kind. All Confidential Information is and at all times will remain solely the property of the Disclosing Party. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the request of the Disclosing Party or at the termination of this Agreement or when no longer needed in connection with its performance under this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with the foregoing obligations.
  5. Confidentiality of Agreement.  Customer will not disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors except: (1) as required by law; or (2) pursuant to a press release approved in advance by Aletheia. For the avoidance of doubt, nothing in this Agreement, whether related to restrictions on the use of Confidential Information or otherwise, limits or restricts Aletheia’s sole and exclusive rights to and ownership of the Quote Data.