Master Licensing Agreement

Effective Date: February 28, 2025

Last Updated: October 7, 2025

1. Introduction
This Licensing Agreement (“Agreement”) is entered into by and between RayCor Consulting, LLC (“Licensor”), a New York limited liability company, and the entity or individual (“Licensee”) purchasing, accessing, or using any RayCor product, including but not limited to AML Spark, MTL FastTrack, or any successor or future RayCor template suite (collectively, the “Licensed Materials”). By purchasing, downloading, or using the Licensed Materials, Licensee agrees to be bound by this Agreement. If Licensee does not agree, they must not access or retain any Licensed Materials.

2. Definitions
For purposes of this Agreement:

“Licensed Materials” means the compliance templates, documents, guides, and related materials provided by Licensor.
“License” means the limited, non-exclusive, non-transferable, revocable right to use the Licensed Materials subject to this Agreement.
“Licensee” means the purchaser or user of the Licensed Materials.
“Authorized Users” means Licensee’s employees, officers, or agents authorized to use the Licensed Materials solely for Licensee’s internal business purposes. At Licensee’s discretion, outside counsel, advisors, or consultants may also be considered Authorized Users, provided they are bound by confidentiality obligations no less protective than this Agreement.
“Unauthorized Use” includes, but is not limited to, reselling, distributing, sublicensing, modifying for resale, training AI models, or publicly sharing the Licensed Materials.
“Commercial Use” means use of the Licensed Materials in client-facing deliverables or any service for revenue beyond Licensee’s internal operations, unless specifically authorized under a Partner Pack or White Label license.
“Regulatory Changes” means modifications to laws or regulations that impact Licensee’s ability to use the Licensed Materials.
“White Label Use” means authorized rebranding or resale of the Licensed Materials as specifically permitted by a White Label license.

3. Grant of License

Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Licensed Materials in accordance with this Agreement and, where applicable, the License Tier selected at purchase. If the Licensed Materials being purchased do not include tiered license options, this Section shall be read as not applicable.

3.1 Startup License.

Permits use of Licensed Materials solely for Licensee’s internal business purposes. No sharing, distribution, or resale is permitted, except to Authorized Users as defined in Section 2.

3.2 Partner Pack License.

Permits use of Licensed Materials in connection with Licensee’s services to its managed clients, provided that the materials are not resold, sublicensed, or distributed outside of such client engagements.

3.3 White Label License.

Permits commercial use and rebranding of Licensed Materials, subject to attribution to Licensor where applicable. White Label Licensees agree to permit Licensor to audit their use of Licensed Materials upon reasonable notice to confirm compliance with the scope of license.

4. Permitted and Prohibited Uses
Licensee may modify and implement the Licensed Materials solely for their permitted scope of license. Licensee may share internally with Authorized Users only. Licensee may not resell, sublicense, distribute, or publicly share the Licensed Materials, use them to train AI models, misrepresent authorship, incorporate them into competing products, or use RayCor’s name, logo, or branding in any way suggesting endorsement. Unauthorized use constitutes a material breach subject to termination and legal action.

5. Delivery and Updates
The Licensed Materials are delivered digitally. Delivery is deemed complete once Licensee has been provided access to download the Licensed Materials. No physical goods will be shipped. Updates to the Licensed Materials are not included unless separately purchased or provided under a subscription arrangement.

6. Term, Termination, and Revocation

This Agreement becomes effective upon Licensee’s access to the Licensed Materials and continues until terminated. Licensor may terminate immediately upon Licensee’s breach of any provision. For non-egregious first-time breaches, Licensor may grant a ten (10) day cure period at its discretion. Upon termination or revocation, Licensee must immediately cease all use and delete all copies. No refunds will be issued after termination or revocation.

7. Intellectual Property Rights

All rights, title, and interest in the Licensed Materials remain with Licensor. Licensee acquires no ownership or intellectual property rights. Licensed Materials are protected by copyright and trade secret laws.

8. Remedies for Breach
In the event of Unauthorized Use, Licensor may pursue injunctive relief, actual damages plus reasonable legal fees, and any statutory remedies available under applicable law. Licensor may, at its option, assess liquidated damages of ten thousand dollars ($10,000) per unauthorized use as a reasonable estimate of harm, without limiting its right to recover actual damages and fees.

9. Limitation of Liability and Indemnification
9.1 As-Is Disclaimer.

The Licensed Materials are provided “as is” and “as available” without any warranties of any kind.

9.2 No Liability for Compliance Outcomes.

Licensor is not liable for regulatory fines, penalties, or enforcement actions resulting from Licensee’s use of the Licensed Materials, for Licensee’s failure to obtain, maintain, or renew any licenses or approvals, for lost profits, opportunities, or data, or for Licensee’s modifications, misinterpretations, or reliance on the Licensed Materials, including any use inconsistent with their intended purpose.

9.3 Indemnification.

Licensee agrees to indemnify, defend, and hold harmless Licensor against any claims, damages, or actions arising from Licensee’s misuse, modification, or distribution of the Licensed Materials, except to the extent caused by Licensor’s gross negligence or willful misconduct.

9.4 Severability and Waiver.

If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any term or condition shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Licensor to assert a right or enforce a provision shall not constitute a waiver of such right or provision.

10. Confidentiality

Licensee acknowledges that the Licensed Materials contain confidential and proprietary information. Licensee shall not disclose or permit disclosure of the Licensed Materials except as expressly permitted under this Agreement. Advisors engaged under confidentiality obligations may access the Licensed Materials for the sole purpose of assisting Licensee.

11. Survival

The provisions of this Agreement that by their nature should survive termination shall survive, including without limitation provisions relating to intellectual property rights, confidentiality, indemnification, limitation of liability, governing law, dispute resolution, and payment obligations.

12. Force Majeure
Licensor shall not be liable for any delay or failure to perform due to circumstances beyond its reasonable control, including acts of God, natural disasters, cyberattacks, regulatory changes, labor disputes, or governmental actions.

13. No Legal Advice Disclaimer

The Licensed Materials are intended for informational purposes only. Purchase or use of the Licensed Materials does not constitute legal advice and does not establish an attorney-client or consulting relationship between Licensor and Licensee.

14. Publicity
Licensee shall not use the name, logo, trademarks, or other identifying marks of Licensor in any press release, advertising, or promotional material without Licensor’s prior written consent.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New York and applicable U.S. federal intellectual property laws. All disputes shall be resolved by binding arbitration administered by the American Arbitration Association in New York, NY. Licensee waives the right to bring or participate in class or collective actions. If arbitration is found unenforceable, the parties submit to exclusive jurisdiction in New York courts. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

16. Assignment and Entire Agreement
This Agreement is personal to Licensee and may not be assigned without Licensor’s prior written consent. This Agreement constitutes the entire agreement between the parties regarding the Licensed Materials and supersedes all prior understandings.

17. Governing Language
This Agreement is drafted in the English language, which shall control in all respects, and all versions of this Agreement in any other language shall be for accommodation only and shall not be binding on the parties.

18. Contact Information
RayCor Consulting, LLC
411 Theodore Fremd Ave, Suite 206 S
Rye, NY 10580
Email: info@raycorconsulting.com
Website: www.raycorconsulting.com

Master Licensing Agreement

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