IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE (THESE “TERMS”) BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER FROM OUR SITES.

This License Agreement is entered into by you (Licensee) with Wealth Transfer Solutions, Inc., dbaScott Keffer International, a Pennsylvania corporation, with headquarters at 2535 Washington Road; Suite 1120; Pittsburgh, PA 15241 ("SKI").

SKI and the Licensee are also referred to in this Agreement individually as "Party" and collectively as "Parties." The purpose of this Agreement is to transfer limited rights from SKI to Licensee for the use of special knowledge and information, in, or flowing from, the DREAM CLIENT MARKETING™ ("Know­ How'').

WHEREAS the Licensee wishes to access and have the use of the Know-How as provided by SKI, subject to the terms of this Agreement.

WHEREAS SKI is the owner of all right, title and interest in and to the Know-How, including but not limited to copyright, trademark, patent, and any other intellectual property rights of any nature whatsoever.

WHEREAS SKI is willing to grant to Licensee a single user, non-exclusive, limited use right and license to access and use the Know-How on the terms and conditions stated herein.

NOW THEREFORE, in consideration of the covenants, conditions, and undertakings set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Know-How License Granted.

SKI grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Know-How. This license is granted to and is for the sole benefit of the Licensee, and no other person or entity.

2. Intellectual Property Rights

Licensee acknowledges that all right, title to, interest in, and to any and all intellectual property in the Know-How and in or through which the Know-How is contained or accessed, or by which it is represented, including but not limited to other printed materials, ideas, content, know-how, logos, designs, taglines, copyrights, trademarks, patents, and rights of publicity, related to the Know-How (collectively and hereinafter known as "IP Rights") is, and remains solely owned by SKI. Licensee also acknowledges that the great value of the goodwill and publicity associated with the IP Rights, exclusively belongs to SKI, and that any derivative use by Licensee, of the Know-How inures to the benefit of SKI.

3. Limitations on Use.

At no time, without the written consent of SKI, may Licensee assign, license, transfer, in whole or in part, any rights in the Know-How to any third party. Further, Licensee shall not permit anyone to use in any way, including but not limited to reproduce, copy, duplicate, sell, distribute, display, or create derivative works based on the Know-How, without the prior written consent of SKI. Licensee agrees to take all reasonable steps and precautions to ensure that its employees and agents, abide by the terms of this Agreement.

4. Modification of Terms.

From time to time, and at its sole discretion, SKI has the right to add, delete, change, alter, or in any way modify the terms to this Agreement and the Know-How.

5. Materials.

SKI agrees to provide the Know-How to the Licensee by electronic transfer in such file format(s) as shall make the Know-How fully accessible to and for use by the Licensee. The Know-How is provided on an "As Is" basis, and SKI disclaims any and all other warranties, conditions, or representations (express, implied, oral, or written), relating to the Know-How, in whole or in part, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose.

6. Confidentiality of User Data. Confidential Information.

a. During the course of this Agreement, Licensee may become privy to SKI's non-public, trade secret, or confidential personal or business information. Such information may include, but is not limited to strategic information, financial statements or projections, design elements, business plans, data, business records, customer lists, supplier agreements, partnership or joint venture agreements, marketing plans, employee lists, and policies & procedures (“Confidential Information"). Licensee agrees not to disclose, or to cause to be disclosed the Confidential Information to any individual or entity, for any reason without the express written consent of SKI. In the event of a breach of this provision, SKI has the right to seek an injunction, money damages, and attorney's fees.

b. Licensee will also ensure that any affiliate, sub-contractor, or any other third party, doing work on behalf of Licensee, adheres to the terms and conditions stated herein and that any such party first signs a confidentiality agreement prepared by SKI prior to be given any access to the Know-How.

7. License Fees.

For access to and use of the Know-How, the Licensee agrees to a recurring monthly subscription fee of $1497/month, (One Thousand Four Hundred Ninety-Seven Dollars / monthly) which will continue until the Licensee notifies SKI in writing of the intent to cancel. The monthly subscription may be cancelled upon written request to SKI at any time. SKI does require 14 days to process the cancelation before the next billing period. By way of example, should Licensee request written cancellation on the 25th of a month, with the next billing period being the 29th of the same month, the cancellation shall take place the following billing period.

8. Dispute Resolution. Jurisdiction. Governing Law.

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of the Pennsylvania courts. The Parties consent to the jurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in Pennsylvania, waiving any claim or defense that such forum is not convenient or proper, with regard to any matter (whether contractual or in tort) arising out of or related to this Agreement. In any such matter, each of the Parties hereby agree that any such court shall have in personam jurisdiction over it/ him/ her and consents to service of process in any manner authorized by Pennsylvania law.

9. No Franchise, Partnership, or Joint Venture.

Nothing in this Agreement is to be construed as creating or establishing an employer/employee relationship, a franchise, a joint venture, or a partnership.

10. No Assignment.

Licensee shall not assign any of its/his/her rights, nor delegate any of its/his/her obligations or duties under this Agreement, whether voluntarily, involuntarily, by merger, consolidation, dissolution, by operation of law, or any other manner, without the express written consent of SKI. Any purported assignment of rights or delegation of obligations or duties in violation of this provision is void.

11. Indemnification.

Licensee agrees to defend, indemnify, and hold harmless SKI, its officers, owners, principals, employees, successors, executors, heirs, affiliates, agents, attorneys, and administrators (the "SKI Parties") from and against any losses, claims, liability, injury, damages, costs, or expenses (including, without limitation, attorneys' fees) that any of the SKI Parties may suffer, as a result of the Licensee's breach of Licensee and/or Licensee's agent, employees or anyone acting on Licensee's behalf, and/or misrepresentation of any statement made herein. The provisions of this paragraph shall survive the termination of this Agreement.

12. Legal Fees.

If legal action is necessary to enforce any provision of the Agreement, the prevailing Party shall be entitled to all costs and reasonable attorneys' fees incurred in that action.

13. Severability and Validity of Terms.

If any term or provision of this Agreement shall be held void, illegal, unenforceable or in conflict with any law of a federal, state or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby and shall remain in full force and effect.

14. Entire Agreement. Modification.

This Agreement is the sole and entire agreement between the Parties relating to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements. It may only be amended by a written agreement signed by both Parties.