WHITE LABEL PLATFORM LICENSE AGREEMENT
and Disclaimer available on the Fxdatapanel.com website
together constitute one overall agreement between
Fxdatapanel.com and the customer
and Disclaimer available on the Fxdatapanel.com website
together constitute one overall agreement between
Fxdatapanel.com and the customer
I. Company (Fxdatapanel.com) has developed a proprietary
signals and analysis platform that can be used to offer signals and
analysis for Currencies, Commodities and Indicies (the “Platform”).
II. Customer wishes to obtain a white lable of the proprietary Platform
to to sell subscriptions to end users in its own name (the “Customer”).
NOW, THEREFORE, acknowledging the receipt of adequate consideration and
intending to be legally bound, the parties agree as follows:
1. Grant of License for the Platform White Label.
1.1. In General. Company hereby grants to Customer a
limited, non-exclusive, non-transferable license to use the Platform
during the Term, solely for the operation of the white label (the
1.2. White Label Branding. The White Lable shall be
branded under Customer’s name and shall be accessible to the public
under a URL designated by Customer. The name and logo(s) of Company
shall not appear on the Portal unless mutually agreed by the parties.
However, a text box displaying “Powered by Fxdatapanel.com” may show at
certain pages or entire website.
1.3. Restrictions. The Customer shall not
- Decompile or reverse engineer the Platform or otherwise attempt to
obtain the source code for the Platform.
- Create/copy/develop a similar Platform and sell to end users in any
- Sublicense or allow any other person to use the Platform, except
pursuant to the normal operation such as subscribers of the
- Resell the white label to any other person without the consent of
- Use the name or proprietary logo(s) of Company without
Company’s prior written consent
- Use the Platform for any purpose other than the operation of the
- Use the Platform in a manner that interferes with the use of
Platform by Company or its other customers
- Copy the content from Fxdatapanel website or
distribute and use the content for any promotional campagains or for
the use of the Social media pages.
- The Customer must give at least ninety 30 days notice to Company to
commence changes in the platform for the purpose of fixing any bug
that may arise.
Services. Company shall provide the following services
in connection with the creation and operation of the White Lable
Platform (the “Services”):
- Customization. Company shall customize the White
Label with the name, logos, and branding of Customer. However, such
customization shall not include the addition of functionality or the
incorporation of new software unless mutually agreed by Company and
- Integration with Other Services. Customercan only
integrate White Lable with third party services with mutual consent
of the Company. If the customer requests for the integration from
the Company, a separate fee shall be mutually agreed.
- Hosting Services. Company willhost theWhite Label
only on it’s own servers and the Customer shall access the
White Lable Via an iframe. Customer shall not demand access to the
server in any case.
- Technical Support. Company shall provide ongoing
support and maintenance services to ensure that the White Lable
performs as intended.
- Other Services. Company shall perform such
additional services as (i) Company performs generally for its other
customers without additional charge, and (ii) the parties shall
mutually agree in writing from time to time, including custom
software development to enhance the functionality of the Platform.
- Future Updates: The Company may or may not charge
for the Future Updates and is entirely the prerogative of the
- In General. The fees and other charges of
Company are set forth as agreed prior to the purchase of the
- Taxes. The fees agreed upon are exclusive of
all GST, federal, state, municipal, or other government excise,
sales, use, value-added, gross receipts, personal property,
occupational, or other taxes now in force or enacted in the
future, and Customer shall pay any such tax (excluding taxes on
Company’s net income) that Company may be required to
collect or pay now or at any time in the future with respect to
- Payment. Payment of the amounts due to Company
shall be made in accordance with the payment terms agreed. The
company will collect the monthly payment in Advance.
- Account Suspension. Failure to pay the advance
monthly fee will lead to the immediate suspension of the White
- Price Change.The Company reserve the right to
increase the monthly fee or introduce an up front charge for the
White Lable or any other charges anytime without any prior
Future Updates. The company reserved the right to
introduce a one time or monthly recurring fee for the future updates
added to the platform.
- Functionality of Platform.
- Initial Functionality. Company has demonstrated
the Platform to Customer and shared a list of sample screen
shots or the videos (the “Demonstration
Version”). At the time of delivery to Customer,
the Platform will have substantially the same “look and
feel,” features, and functionality of the Demonstration
Version and no fewer features and no less functionality than the
versions of the comparable product delivered to other customers
of Company, except for features and functionality separately
specified and purchased by other customers.
- Future Functionality. Company may change the
“look and feel” of the Platform without the consent of
Customer, which shall not be unreasonably withheld.
- Delivery of The White Label.
- Acceptance. The company will immediately
actiavate the white lable license after the purchase and the
customer shall login to the account to procced further.
- Customer’s Obligations. Customer shall
(i) login to the White Lable Accountwith the Company and
complete the set up using the logo and other details of its
needs and business plans for the Platform, (ii)
- Legal Documents. The Company may request the
White Lable holder to provide proof of residency or trade
license or any other legal document needed for its own records.
- Limited Performance Warranty. Company warrants
that the White Label will perform substantially as demonstrated
and will be free of material errors or defects, and that all
Services will be performed in a good and workmanlike manner. The
company deos not take responsibility in the event of a
technological failure due to servers or data feeds, virus
attack, hacking attempt or any other unforeseen event and you
agree not to proceed to any legal action or claim refunds in
such any instance metioned in this agreement.
- Compliance with Laws. Company shall use
commercially reasonable efforts to conduct its business, and
develop the Platform, in compliance with all applicable laws,
rules and regulations.
- Confidentiality Employees.
- Included Information. For purposes of this
Agreement, the term “Confidential
Information” means all confidential and
proprietary information of a party, including but not
limited to (i) financial information, (ii) business and
marketing plans, (iii) the names of employees and owners,
(iv) the names and other personally-identifiable information
of users of the Portal, (v) security codes, and (vi) all
documentation provided by Company.
- Excluded Information. For purposes of this
Agreement, the term “confidential and proprietary
information” shall not include (i) information already
known or independently developed by the recipient without
the use of any confidential and proprietary information, or
(ii) information known to the public through no wrongful act
of the recipient.
- Confidentiality Obligations. During the
Term and at all times thereafter, neither party shall
disclose Confidential Information of the other party or use
such Confidential Information for any purpose other than in
furtherance of this Agreement. Without limiting the
preceding sentence, each party shall use at least the same
degree of care in safeguarding the other party’s
Confidential Information as it uses to safeguard its own
Confidential Information. Notwithstanding the foregoing a
party may disclose Confidential Information (i) if required
to do by legal process (i.e., by a subpoena),
provided that such party shall notify the other party prior
to such disclosure so that such other party may attempt to
prevent such disclosure or seek a protective order; or (ii)
to any applicable governmental authority as required in the
operation of such party’s business.
- Employees. During the Term and for a period of
one (1) year thereafter, neither Company nor Customer shall
hire, solicit for hire, or directly or knowingly indirectly use
the services of any employee of the other party without the
prior written consent of such other party. For purposes of this
section, a person shall be deemed an “employee” of a
party if such person has provided services to such party as an
employee or independent contractor at any time within the
preceding six (6) months.
- Responsibility for Operation of Platform. The role
of Company is only to provide the Platform and the Services. Company
does not act as a fiduciary, business or legal advisor, or
co-venturer. Customer is solely responsible for ensuring that the
Platform is operated in accordance with applicable laws, for
monitoring the content displayed on the Platform, and for
establishing the terms of its relationships with users of the
Platform. Company is not responsible for any information or content
displayed on or transmitted through the Platform.
- In General. The initial term of this Agreement
shall be for 1 month, followed by successive renewal periods of
one month (together, the “Term”), unless
sooner terminated/suspended for any reason including non payment
or the violation of the terms and the services of the company.
- Termination for Cause. If Customer fails to
make a required payment by the due date Company may (but shall
not be required to) terminate this Agreement without giving
written notice of such failure or any additional failure.
- Termination by Customer Without Cause. Customer
may terminate this Agreement at any time.
- Termination by Company Without Cause. Company
mayterminate this Agreement at any time.
- Effect of Termination. Upon any termination of
this Agreement, the License shall terminate and Customer shall
have no further rights in or to the Platform. Provided that
Customer has paid all amounts due and otherwise complied with
all of its material obligations under this Agreement, Company
shall provide Customer, in a standard database format, with all
of the data and information Customer and at no additional
- Ownership of Intellectual Property.
- Intellectual Property of Company. Company is
the exclusive owner of the Platform and all of the intellectual
property rights associated with the Platform, including software
and copyrights, even if Company incorporates into the Platform
suggestions made by Customer.
- Intellectual Property of Customer. Customer is
only the owner of its name, logo(s), trademarks, domain that
used to set up the White Lable.
- Users of Portal. Customer owns all of the
relationships with the users of hiswhite lable only. Company may
not share any personally-identifiable information of such users
(e.g., names, addresses, social security numbers) with
any person or contact or solicit any such users for any purpose
without the advance written consent of Customer, which may be
withheld in the sole and absolute discretion of Customer.
- Data. Company will not collect, use, store, and
sell data concerning the operation of the white lable.
- Use of Customer’s Name. Company may not
use the name of the customer in its customer list unless allowed
by the customer to the to the company to mention its name, logo
or other information.
- Intellectual Porpoerty. The Customer shall not
use the name, logo or any other information of the company on
their website, marketing campaigns, social media pages or any
- Limitation of Claims and Damages.
- Limitation of Claims. THE COMPANY SHALL NOT BE
LIABLE TO THE CUSTOMER UNDER ANY CIRCUMSTANCES (EVEN IF THIS
AGREEMENT IS TERMINATED) FOR ANY CONSEQUENTIAL, SPECIAL,
INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT
LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR
BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM OR ACTION OF
TORT CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF
STATUTORY DUTY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL
THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF
- Obligation to Indemnify. Customer will
indemnify and hold harmless Company, its licensors, service
providers, and their respective affiliates, managers, agents and
employees, from and against all losses, costs, and expenses,
including reasonable attorneys’ fee, from third party
claims arising from Customer’s operation of the Portal.
- Amendments; The company reserves the right to
change/amend this agreement based on its obligations/local
- In General. The following procedure shall be
followed in the event of a dispute arising from this Agreement:
- The principals (chief executive officers) of Company and
Customer shall speak directly concerning the dispute.
- If the principals are unable to resolve the dispute, then
within five (5) business days they shall exchange written
summaries of their respective positions, containing such
information and/or proposals as they may determine in their
sole discretion, and thereafter meet or speak by telephone
to attempt to resolve the dispute. Such summaries shall be
deemed in the nature of settlement discussions and shall not
be admissible in any further proceeding.
- If the principals are still unable to resolve the dispute,
they may, but shall not be required to, participate in
non-binding mediation conducted by a single neutral mediator
chosen the parties.
- Assignment. The company may assign its interest
to a person acquiring (by sale, merger, reorganization, or
otherwise) substantially all of the transferor’s assets or
business, provided that (i) the transferee agrees to assume and
perform all obligations of the transferor for periods following
the transfer, (ii) the transferor remains liable for all
obligations prior to the transfer.
- Payment of Fees. In the event of a dispute
arising under this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys fees and costs,
provided that if a party prevails only in part the court shall
award fees and costs in accordance with the relative success of
- Language Construction. The language of this
Agreement shall be construed in accordance with its fair meaning
and not for or against any party. The parties acknowledge that
each party and its counsel have reviewed and had the opportunity
to participate in the drafting of this Agreement and,
accordingly, that the rule of construction that would resolve
ambiguities in favor of non-drafting parties shall not apply to
the interpretation of this Agreement.
- Force Majeure. Neither party shall be entitled
to recover damages or terminate this Agreement by virtue of any
delay or default in performance by the other party (other than a
delay or default in the payment of money) if such delay or
default is caused by Acts of God, government restrictions
(including the denial or cancellation of any export or other
necessary license), wars, insurrections and/or any other cause
beyond the reasonable control of the party whose performance is
affected; provided that the party experiencing the difficulty
shall give the other prompt written notice following the
occurrence of the cause relied upon, explaining the cause and
its effect in reasonable detail. Dates by which performance
obligations are scheduled to be met will be extended for a
period of time equal to the time lost due to any delay so
- Signature in Counterparts. This Agreement may
be signed in counterparts, each of which shall be deemed to be a
- Signature by Facsimile or Email. An original
signature transmitted by facsimile or email or from the website
(digital signature) shall be deemed to be original for purposes
of this Agreement.
- No Third Party Beneficiaries. This Agreement is
made for the sole benefit of the parties. No other persons shall
have any rights or remedies by reason of this Agreement against
any of the parties or shall be considered to be third party
beneficiaries of this Agreement in any way.
- Binding Effect. This Agreement shall inure to
the benefit of the respective heirs, legal representatives and
permitted assigns of each party, and shall be binding upon the
heirs, legal representatives, successors and assigns of each
- Pronouns and Plurals. All pronouns and any
variations thereof are deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the
person or persons may require.