White labeling policy
White labeling policy
Definitions. In this Agreement, the following terms shall have the meanings set forth below:
"Cloud Application" means the software application provided by the Provider, which is available through the internet as a hosted service.
"Partner" means the entity that has entered into an agreement with the Provider to rebrand the Cloud Application for resale to its own customers.
"Rebranding" means the process of customizing the Cloud Application with Partner's name, logo, and other branding elements, without modifying the underlying functionality or features of the Cloud Application.
License Grant: Subject to the terms and conditions of this Agreement, the Provider grants to Partner a non-exclusive, non-transferable license to rebrand the Cloud Application solely for the purpose of reselling it to Partner's own customers.
Restrictions: Partner shall not:
a. Modify, alter, or adapt the Cloud Application, except as necessary to rebrand it as permitted herein.
b. Reverse engineer, decompile, or disassemble the Cloud Application, or otherwise attempt to derive the source code or underlying structure or algorithms of the Cloud Application.
c. Sell, sublicense, rent, lease, or otherwise distribute the Cloud Application to any third party, except as permitted herein.
Proprietary Rights: Partner acknowledges that the Cloud Application and all intellectual property rights therein are the exclusive property of the Provider or its licensors. Partner shall not take any action that would infringe upon the Provider's intellectual property rights or impair the Provider's ownership or title to the Cloud Application.
Confidentiality: The parties acknowledge that each may have access to certain confidential information of the other party. Each party agrees to use such confidential information solely for the purpose of performing its obligations under this Agreement and to protect the other party's confidential information using the same degree of care that it uses to protect its own confidential information.
Warranties and Disclaimers: The Provider warrants that the Cloud Application will perform in accordance with its documentation. Except for the foregoing warranty, the Cloud Application is provided "as is" and the Provider disclaims all other warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Limitation of Liability: In no event shall either party be liable for any indirect, incidental, consequential, punitive, or special damages arising out of or in connection with this Agreement, even if such party has been advised of the possibility of such damages.
Term and Termination: This Agreement shall remain in effect until terminated by either party upon 30 days' written notice. Upon termination, Partner shall immediately cease use of the Cloud Application and all copies thereof.
Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Provider is located, without giving effect to its conflicts of laws principles. The parties agree that any legal action arising out of or in connection with this Agreement shall be brought in the state or federal courts located in the jurisdiction in which the Provider is located.
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, with respect to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.
Definitions. In this Agreement, the following terms shall have the meanings set forth below:
"Cloud Application" means the software application provided by the Provider, which is available through the internet as a hosted service.
"Partner" means the entity that has entered into an agreement with the Provider to rebrand the Cloud Application for resale to its own customers.
"Rebranding" means the process of customizing the Cloud Application with Partner's name, logo, and other branding elements, without modifying the underlying functionality or features of the Cloud Application.
License Grant: Subject to the terms and conditions of this Agreement, the Provider grants to Partner a non-exclusive, non-transferable license to rebrand the Cloud Application solely for the purpose of reselling it to Partner's own customers.
Restrictions: Partner shall not:
a. Modify, alter, or adapt the Cloud Application, except as necessary to rebrand it as permitted herein.
b. Reverse engineer, decompile, or disassemble the Cloud Application, or otherwise attempt to derive the source code or underlying structure or algorithms of the Cloud Application.
c. Sell, sublicense, rent, lease, or otherwise distribute the Cloud Application to any third party, except as permitted herein.
Proprietary Rights: Partner acknowledges that the Cloud Application and all intellectual property rights therein are the exclusive property of the Provider or its licensors. Partner shall not take any action that would infringe upon the Provider's intellectual property rights or impair the Provider's ownership or title to the Cloud Application.
Confidentiality: The parties acknowledge that each may have access to certain confidential information of the other party. Each party agrees to use such confidential information solely for the purpose of performing its obligations under this Agreement and to protect the other party's confidential information using the same degree of care that it uses to protect its own confidential information.
Warranties and Disclaimers: The Provider warrants that the Cloud Application will perform in accordance with its documentation. Except for the foregoing warranty, the Cloud Application is provided "as is" and the Provider disclaims all other warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Limitation of Liability: In no event shall either party be liable for any indirect, incidental, consequential, punitive, or special damages arising out of or in connection with this Agreement, even if such party has been advised of the possibility of such damages.
Term and Termination: This Agreement shall remain in effect until terminated by either party upon 30 days' written notice. Upon termination, Partner shall immediately cease use of the Cloud Application and all copies thereof.
Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Provider is located, without giving effect to its conflicts of laws principles. The parties agree that any legal action arising out of or in connection with this Agreement shall be brought in the state or federal courts located in the jurisdiction in which the Provider is located.
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, with respect to the subject matter hereof. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.