Register

WHITE LABEL PLATFORM LICENSE AGREEMENT

The White Lable Agreement, Terms of Use, the Risk Warning, Refund Policy, and Disclaimer available on the Fxdatapanel.com website together constitute one overall agreement between Fxdatapanel.com and the customer

The White Lable Agreement, Terms of Use, the Risk Warning, Refund Policy, and Disclaimer available on the Fxdatapanel.com website together constitute one overall agreement between Fxdatapanel.com and the customer

Background

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 “License”).

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

1. Decompile or reverse engineer the Platform or otherwise attempt to obtain the source code for the Platform.
2. Create/copy/develop a similar Platform and sell to end users in any form.
3. Sublicense or allow any other person to use the Platform, except pursuant to the normal operation such as subscribers of the Customer.
4. Resell the white label to any other person without the consent of the Company
5. Use the name or proprietary logo(s) of Company without Company’s prior written consent
6. Use the Platform for any purpose other than the operation of the Portal
7. Use the Platform in a manner that interferes with the use of Platform by Company or its other customers
8. 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.
9. 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”):

1. 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 Customer.
2. 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.
3. 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.
4. Technical Support. Company shall provide ongoing support and maintenance services to ensure that the White Lable performs as intended.
5. 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.
6. Future Updates: The Company may or may not charge for the Future Updates and is entirely the prerogative of the Company.

1. Fees.
1. In General. The fees and other charges of Company are set forth as agreed prior to the purchase of the White Label.
2. 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 such fees.
3. 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.
4. Account Suspension. Failure to pay the advance monthly fee will lead to the immediate suspension of the White Lable Account.
5. 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 notice.

Future Updates. The company reserved the right to introduce a one time or monthly recurring fee for the future updates added to the platform.

1. Functionality of Platform.
1. 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.

1. Future Functionality. Company may change the “look and feel” of the Platform without the consent of Customer, which shall not be unreasonably withheld.
2. Delivery of The White Label.
1. Acceptance. The company will immediately actiavate the white lable license after the purchase and the customer shall login to the account to procced further.
2. 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)
3. 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.

1. Warranties.
1. 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.
2. 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.

1. Confidentiality Employees.
1. Confidentiality.
1. 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.
2. 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.
3. 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.
2. 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.

1. 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.
2. Term.
1. 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.
2. 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.
3. Termination by Customer Without Cause. Customer may terminate this Agreement at any time.
4. Termination by Company Without Cause. Company mayterminate this Agreement at any time.
5. 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 charge.

1. Ownership of Intellectual Property.
1. 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.
2. Intellectual Property of Customer. Customer is only the owner of its name, logo(s), trademarks, domain that used to set up the White Lable.
3. 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.
4. Data. Company will not collect, use, store, and sell data concerning the operation of the white lable.
5. 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.
6. 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 other sources.
2. Limitation of Claims and Damages.
1. 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 SUCH DAMAGES.
2. 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.
3. Miscellaneous.
1. Amendments; The company reserves the right to change/amend this agreement based on its obligations/local laws.

Disputes.

1. In General. The following procedure shall be followed in the event of a dispute arising from this Agreement:
1. The principals (chief executive officers) of Company and Customer shall speak directly concerning the dispute.
2. 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.
3. 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.
2. 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.
3. 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 each party.
4. 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.
5. 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 caused.
6. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed to be a fully-executed original.
7. 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.
8. 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.
9. 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 party.
10. 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.