Whitelabel Agreement

By and between APPSMAKERSTORE Ltd (hereinafter referred to as “APPSMAKERSTORE ”), a London Corporation, with a post office address of 7 Lorian Close, Woodside Park, London N12 7DW, UK and Your company (hereinafter referred to as “White label”)

Witnesseth

WHEREAS, APPSMAKERSTORE provides an App-platform, App making, hosting and gateway services for Mobile Apps.

(“SERVICE”) for the ordering White Label customer.

Definitions

APPSMAKERSTORE has developed and owns or licenses all intellectual property rights to the technical platform constituting Appsmakerstore.com, operates and regional sales representatives Appsmakerstore.com throughout the world which, among other things include licensing, retail, sales and marketing of Appsmakerstore.com and trade names to the general public, corporations or public authorities; and

A "Regional Sales Representative" is a party with the right to sell the PRODUCT in the TERRITORY and the right to appoint WHITE LABEL parties in the TERRITORY in accordance with the provisions.

A WHITE LABEL is the contractual partner of this agreement and who is given the right to offer the SERVICE to its WHITE LABEL CUSTOMERS.

A WHITE LABEL CUSTOMER being a user given the right to rent the APP-platform, App making, hosting and gateways services to market it in their own name using the APPSMAKERSTORE platform.

Monthly MAINTENANCE FEE is defined as the monthly cost charged by APPSMAKERSTORE to the WHITE LABEL for the use of the SERVICE.

FIRST LEVEL OF SUPPORT is the support given by the WHITE LABEL to its WHITE LABEL CUSTOMERS in the use of the SERVICE.

SECOND LEVEL OF SUPPORT is the support given by the Regional Sales Representatives - or given by APPSMAKERSTORE if a FRANCHISEE partner does not exist in the territory - to assist the WHITE LABEL in technical support for use of the SERVICE. For using this service APPSMAKERSTORE ticket system are to be used.

THIRD LEVEL OF SUPPORT is bugs, error and custom developments given by APPSMAKERSTORE to its partners if not solved by the SECOND LEVEL OF SUPPORT in the use of the SERVICE. This is all done within the APPSMAKERSTORE Company and will be updated in ticket system used.

About Appsmakerstore

The APPSMAKERSTORE system is a web technology that allows users to create and publish their own Mobile App in a matter of a few clicks online. The solution creates Mobile Apps supporting most smart phones, such as iPhone, iPad, iPod, Android, Windows and Blackberry Smart phones without any deep technology skills.

By selecting common options, the App is published from WHITE LABEL current home page with a hidden script for redirection to WHITE LABEL App hosted within the APPSMAKERSTORE cloud, Facebook or for upload to one of Native App Stores like Android Marked.

The solution support HTML5 and Native options for various publish options available at APPSMAKERSTORE.com.

Service Description

APPSMAKERSTORE will provide a white-labeled version of their existing web-based App Making system APPSMAKERSTORE.com with Management Interface to White Label from the white label price plan selected.

This agreement is made for White Labels that maintain and makes Apps for their WHITE LABEL CUSTOMERS.

This agreement does not give THE WHITE LABELs any rights to source codes from the APPSMAKERSTORE system. This agreement allows the WHITE LABEL to use the APPSMAKERSTORE system as long as this agreement is valid.

The white label service and website will be hosted in the APPSMAKERSTORE cloud and servers.

APPSMAKERSTORE will from the selected price plan, offer White Label edit and marketing tools for making Mobile Apps.

WHITE LABEL will provide FIRST LEVEL OF SUPPORT to its WHITE LABEL CUSTOMERS if not other has been agreed on with Appsmakerstore directly, or Appsmakerstore Regional Sales Representatives partner.

WHITE LABEL has still the contractual obligation to perform this service against APPSMAKERSTORE.

APPSMAKERSTORE will provide SECOND LEVEL OF SUPPORT to the WHITE LABEL according to Service Level Agreement (SLA) described under “pricing” on www.appsmakerstore.com

WHITE LABEL can add unlimited numbers of accounts and set their own subscription pricing to their White Label pricing, following the PRICE and SERVICE structure supported by the APPSMAKERSTORE system.

Payment for Apps and monthly subscription will be handled by a payment gateway directly to WHITE LABEL, supported by PayPal. It is therefore required that the WHITE LABEL opens a business account by PayPal. WHITE LABEL needs to make sure that the PayPal account supports Express Checkout and Recurring payment. WHITE LABEL can also manually in WHITE LABEL Customer Management Service admin (CMS) upgrade and downgrade its WHITE LABEL CUSTOMERS.

The charge of the monthly MAINTENANCE FEE will be handled by the gateway of PayPal, or by VISA/MASTERCARD and it is the obligation of the WHITE LABEL to keep sufficient funds to pay such fees.

All information submitted to the APPSMAKERSTORE platform by WHITE LABELs shall remain the property of White Label, but will be taken over by APPSMAKERSTORE if this agreement has been terminated due to lack of payment of the MAINTENANCE FEE, or any recurring subscriptions from WHITE LABEL to APPSMAKERSTORE delayed by more than 30 days. APPSMAKERSTORE can turn down any continued service for all, or selected White Label Customers after any White label termination. APPSMAKERSTORE takes no responsibilities for any backup and restoring this data after termination.

APPSMAKERSTORE will not attempt to contact and/or enter into any type of business relationship with White Labels clients unless this agreement is terminated. APPSMAKERSTORE cannot stop the WHITE LABEL CUSTOMERS signing in to other WHITE LABELS and / or APPSMAKERSTORE.com directly.

Pricing

As described under pricing on Appsmakerstore.com

APPSMAKERSTORE reserves the right to change prices with written notice by email and on APPSMAKERSTORE.com with 30 days notice.

All payments will be charged through PayPal.

If APPSMAKERSTORE finds it necessary, other payment methods can be considered.

Terms Of Payment

All fees are charged in advance, on purchase, by the authorized payment information stored in the APPSMAKERSTORE system (the gateway of Paypal). All amounts that have been paid are non-refundable.

In cases where APPSMAKERSTORE is directly responsible for any errors that have occurred, the WHITE LABEL obtains reimbursement for those payments that are affected.

Payment terms on white label setup and monthly fee by using PayPal Invoice are 1 day after signing of this agreement. Credit card payments will be made same day as the signing of this agreement.

Future white label monthly fee payments are the same date every month based on the signing date of this agreement.

Length Of Agreement

This agreement is valid for 3 years and will be renewed for a further 3 year period if not terminated by either party. During the first year of operating commencing on the signature of this agreement, both parties can terminate this agreement by giving the other party minimum 2 months written notice of termination.

On any termination WHITE LABEL can’t move scripts and codes in the APPSMAKERSTORE system out where Apps are hosted. All WHITE LABEL CUSTOMERS need to be manually rebuilt if so by the WHITE LABEL. All work and cost regarding this, needs to be covered by WHITE LABEL.

Private Policy And User Terms

WHITE LABEL commits to respect the private policy and user terms used by APPSMAKESTORE that can be found on APPSMAKESTORE.com, and adapt this into WHITE LABELS terms for CUSTOMERS, AFFILIATES or partners.

Zero Tolerance Spam Policy/ Nature Of Content

APPSMAKERSTORE takes a zero tolerance stance against sending of unsolicited mail commonly known as spam.

APPSMAKERSTORE are constantly striving to follow the rules contained in the CAN-SPAM Act of 2003 and the guidelines issued by the FEDMA (The Federation of European Direct and Interactive Marketing), and will always operate in harmony with the laws and rules that apply in every country we operate in at all times.

Therefore APPSMAKERSTORE prohibits the sending of marketing e-mails to individuals, without the prior consent in advance. However, it is permissible to send such communications to e-mail addresses that do not belong to natural persons, such as [email protected].

Any WHITE LABEL, or other CUSTOMER, AFFILIATE, PARTNER, CUSTOMER of WHITE LABEL who sends out spam referring back to domains, or services hosted by APPSMAKERSTORE will have the ability to generate outgoing mails messages permanently terminated. All messages that originate from the WHITE LABEL must comply with all applicable federal, state and local laws.

APPSMAKERSTORE reserves the right to require changes or disable as necessary any website, account, database, or other component that does not comply with this policy, at its sole discretion.

APPSMAKERSTORE also reserves the right to make any such modifications in an emergency at our sole discretion.

APPSMAKERSTORE will not be liable for any damages incurred related to spam.

WHITE LABEL CUSTOMERS have full responsibility for the content in all Apps under their WHITE LABEL.

WHITE LABEL commits to remove any App in their system that violates with any crime and good ethic standards.

Monitoring Of Service

WHITE LABEL agrees that APPSMAKERSTORE has the right to monitor the service electronically at any time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers.

APPSMAKERSTORE reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this agreement.

APPSMAKERSTORE reserves the right to monitor any and all communications through or with our facilities. WHITE LABEL agree that APPSMAKERSTORE is not considered a “secure communications medium” for the purposes of the ECPA, and that no expectation of privacy is afforded in the event that such service is monitored and/or disclosed.

Exclusivity

It is not permitted for the WHITE LABEL to start using other systems that are in direct competition with the SERVICE of APPSMAKERSTORE. If such violation of this agreement is taking place, APPSMAKERSTORE will write a letter of warning to the WHITE LABEL of its intention to terminate this agreement if such violation is not stopped. If the WHITE LABEL does not cease such activity in maximum 30 days from the receipt of such warning letter from APPSMAKERSTORE, APPPSMAKERSTORE has the right to terminate this agreement with immediate effect. It is the responsibility of the WHITE LABEL to make manual backups of all information that might be stored in the APPSMAKERSTORE.com.

APPSMAKERSTORE does not give any exclusivity to any WHITE LABELS, since also APPSMAKERSTORE directly or other WHITE LABELS can be “competing” in the same marked.

Any attempt to copy the APPSMAKERSTORE source codes or system will lead to legal action and closing down of the White label service, immediately.

Relationship Of The Parties

Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

Warranty And Disclaimer

APPSMAKERSTORE DOES NOT REPRESENT OR WARRANT THAT THE APPSMAKERSTORE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. WHITE LABEL ACKNOWLEDGES THAT THE APPSMAKERSTORE SERVICES ARE NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO OUTRAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. IN SUCH AN EVENT AND SUBJECT TO THE TERMS HEREOF, APPSMAKERSTORE SHALL USE COMMERCIALLY REASONABLE EFFORTS TO REMEDY MATERIAL INTERRUPTIONS AND WILL PROVIDE ADJUSTMENT, REPAIRS AND REPLACEMENTS WITHIN ITS CAPACITY THAT ARE NECESSARY TO ENABLE THE APPSMAKERSTORE SERVICES TO PERFORM THEIR INTENDED FUNCTIONS IN A REASONABLE MANNER. WHITE LABEL ACKNOWLEDGEs THAT APPSMAKERSTORE DOES NOT WARRANT THAT SUCH EFFORTS WILL BE SUCCESSFUL. IF APPSMAKERSTORE'S EFFORTS ARE NOT SUCCESSFUL, WHITE LABEL MAY TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTIONS ABOVE. THE FOREGOING SHALL CONSTITUTE WHITE LABEL’S SOLE REMEDY AND APPSMAKERSTORE’S SOLE LIABILITY, IN THE EVENT OF INTERRUPTION, OUTRAGE OR OTHER DELAY OCCURRENCES IN THE APPSMAKERSTORE SERVICES.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, APPSMAKERSTORE SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO THE APPSMAKERSTORE SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT.

Limitation of Liability and Disclaimers

APPSMAKERSTORE EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS ARISING FROM OR RELATED TO THE APPSMAKERSTORE SERVICES, THIRD-PARTY SERVICE PROVIDERS OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, LIABILITY OR LOSS ASSOCIATED WITH UNAUTHORIZED ACCESS TO A SERVER, WHITE LABEL INTERFACE, WEB SITE, FACILITY, WHITE LABEL DATA OR WHITE LABEL CUSTOMER DATA (INCLUDING CREDIT CARD NUMBERS AND OTHER PERSONALLY IDENTIFIABLE INFORMATION) DUE TO ACCIDENT, ILLEGAL OR FRAUDLENT MEANS, INCLUDING HACKING, OR DEVICES USED BY ANY THIRD PARTY, OR OTHER CAUSES BEYOND APPSMAKERSTORE'S REASONABLE CONTROL. WHITE LABEL EXPRESSLY AGREES THAT APPSMAKERSTORE SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (I) A THIRD PARTY’S INFILTRATION OF APPSMAKERSTORE SERVICES, SYSTEMS OR WEB SITE BY ANY MEANS, INCLUDING WITHOUT LIMITATION, DDoS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER SOFTWARE PROGRAMS, OR TECHNOLOGY; (II) DISRUPTION, DAMAGE, INTERCEPTION, UNAUTHORIZED ACCESS TO OR EXPROPRIATION OF THE APPSMAKERSTORE SERVICES, OR ANY SYSTEM, PROGRAM, DATA, TRANSACTION OR PERSONAL INFORMATION BELONGING TO APPSMAKERSTORE, WHITE LABEL OR ANY THIRD PARTY; OR (III) THE LIMITATION OF THE FUNCTIONING OF ANY SOFTWARE, HARDWARE, EQUIPMENT OR THE SERVICE.

EXCEPT FOR CLAIMS ARISING FROM CRIMINAL OR WILLFUL MISCONDUCT, THE PARTIES AND THEIR VENDORS (AND ANY OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF THE PARTIES AND THEIR VENDORS) SHALL BE LIABLE ONLY FOR DIRECT, OUT-OFPOCKET DAMAGES, AND SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR BUSINESS, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT, CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

APPSMAKERSTORE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD PARTY PRODUCTS AND SERVICES. WHITE LABEL’S RESALE, OR USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. APPSMAKERSTORE ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE RESALE, USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR SERVICE, REGARDLESS OF WHETHER OR NOT APPSMAKERSTORE IS A WHITE LABEL OF OR REFERRAL AGENT FOR SUCH PRODUCT OR SERVICE.

Copyright And Trademarks

All contents of the APPSMAKERSTORE are proprietary to APPSMAKERSTORE, and/or it’s suppliers are protected under Copyright. All rights are reserved. APPSMAKERSTORE reserves any rights not expressly granted herein. The WHITE LABEL acknowledges that he/she/it does not presently know the special skills, techniques or business policies to make similar system or services like the APPSMAKERSTORE system, nor does the WHITE LABEL have business forms or access to APPSMAKERSTORE’s body of knowledge, and as such, this information is deemed confidential and a trade secret.

Force Majeure

APPSMAKERSTORE is in no way liable to WHITE LABEL or any WHITE LABEL Customer or any other third parties for any failure or delay of company in supplying or delivering any software or any maintenance, support or other services which is caused by an event of Force Majeure. "Force Majeure" means any circumstance whatsoever which is not within the reasonable control of APPSMAKERSTORE, including an act of God, war, insurrection, riot, strike or other labor dispute, shortage or delay in delivery of materials, fire, explosion, flood, government restrictions or requisition or allocation, breakdown of or damage to plant, equipment or facilities, interruption or delay in transportation, fuel supplies or electrical power, embargo, boycott, order or act of civil or military authority, legislation, regulation or administrative rules, or any inability to obtain or maintain any governmental permit or approval. APPSMAKERSTORE will give prompt notice to WHITE LABEL of any event of Force Majeure.

Governing Law

NORWAY (Oslo) Law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement, excluding any laws that direct the application of another jurisdiction’s laws.

Attorneys’ Fees And Costs

Any legal controversy or legal claim arising out of or relating to this Agreement or our services, which results in litigation, shall result in each party being solely responsible for its respective attorneys’ fees and costs throughout the entire process of any and all proceedings. Unless otherwise declared in a court of law.

Severability And Survivability

Severability. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

Survivability. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely – warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

Indemnification

WHITE LABEL agree to defend, indemnify and hold harmless APPSMAKERSTORE against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to attorneys’ fees and costs) or claims caused by or resulting indirectly from WHITE LABEL use of the service, without limitation or exception, including WHITE LABEL violation of any third-party’s rights, (including, without limitation, infringement of any copy right trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of WHITE LABEL relationship with APPSMAKERSTORE.

WHITE LABEL is fully responsible for all actions and activities done to WHITE LABEL CUSTOMER, but will be held harmless if APPSMAKERSTORE is the direct cause of any potential disputes between the WHITE LABEL and WHITE LABEL CUSTOMER when using the APPSMAKERSTORE system and in compliance with APPSMAKERSTORE user agreement (http://appsmakerstore.com/user_agreement)

Assignment

In the event of a merger or consolidation of APPSMAKERSTORE, the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement.

Entire Agreement

This Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder, and supersedes any prior Agreements between the parties with respect thereto.

Waiver

The failure of APPSMAKERSTORE to enforce a provision of this Agreement shall not be construed as a waiver or limitation of APPSMAKERSTORE right to subsequently enforce and compel strict compliance with every provision of this Agreement.