By and between Food Appers For Cloud Service & Datacenters Providers (hereinafter referred to as “Food Appers”), Registered in Dubai, United Arab Emirates, under Makani number 12048 74921 with a License Registration number of 709871 and Your company (hereinafter referred to as “White label”)
WHEREAS, Food Appers provides an App platform, App making, hosting and gateway services for Mobile Apps.
(“SERVICE”) for the ordering White Label customer.
Food Appers has developed and owns or licenses all intellectual property rights to the technical platform constituting FoodAppers.com, operates and regional sales representatives FoodAppers.com throughout the world which, among other things include licensing, retail, sales and marketing of FoodAppers.com and trade names to the 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 Food Appers platform.
Monthly or Yearly SUBSCRIPTION FEE and MAINTENANCE FEE are defined as the monthly cost charged by Food Appers 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 Food Appers 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 Food Appers ticket system are to be used.
THIRD LEVEL OF SUPPORT is bugs, error and custom developments given by Food Appers to its partners if not solved by the SECOND LEVEL OF SUPPORT in the use of the SERVICE.
About Food Appers
The Food Appers system is a provider of an App-platform, App making, hosting and gateway services for Mobile Apps.
The Admin control panel is hosted at Food Appers cloud.
Food Appers will provide a white-labeled version of their existing App to a WHITE LABEL along with Management Interface to White Label from the white label price plan selected.
This agreement is made for White Labels that maintain the Apps for their WHITE LABEL CUSTOMERS.
This agreement does not give THE WHITE LABELs any rights to source codes from the Food Appers system. This agreement allows the WHITE LABEL to use the Food Appers system as long as this agreement is valid.
The white label services and website will be hosted in the Food Appers cloud and servers. Apps might be hosted at White Label developer account or Food Appers developer account, Food Appers apps and White Label developer account, or Food Appers developer account may contain Food Appers logos, Food Appers website links, Food Appers details and information. Likewise, you agree that White Label logos and information will be used on Food Appers website for marketing purposes free of charge.
WHITE LABEL will provide FIRST LEVEL OF SUPPORT to its WHITE LABEL CUSTOMERS if not other has been agreed on with Food Appers directly, or Food Appers Regional Sales Representatives partner.
Food Appers may provide SECOND LEVEL OF SUPPORT or THIRD LEVEL OF SUPPORT to the WHITE LABEL according to Service Level Agreement (SLA) if agreed mutually.
Payment for Apps and monthly or yearly subscription or any subscription available on Food Appers website will be handled by a payment gateway directly to WHITE LABEL. WHITE LABEL needs to make sure that his account or card or his method of payment supports Express Checkout and Recurring payment.
The charge of the Monthly or Yearly SUBSCRIPTION FEE will be handled by the payment gateway, or by VISA/MASTERCARD and it is the obligation of the WHITE LABEL to keep enough funds to pay such fees.
All information submitted to the Food Appers platform by WHITE LABELs will be taken over by Food Appers if this agreement has been terminated due to lack of payment of the SUBSCRIPTION FEE or MAINTENANCE FEE, or any recurring subscriptions from WHITE LABEL to Food Appers delayed by more than 7 days. Food Appers can turn down any continued service for all, or selected White Label Customers after any White label termination. Food Appers takes no responsibilities for any backup and restoring this data after termination.
Food Appers cannot stop the WHITE LABEL CUSTOMERS signing in to other WHITE LABELS and / or Food Appers directly.
As described under pricing on FoodAppers.com
Food Appers reserves the right to change prices with written notice by email or on FoodAppers.com website with 7 days notice.
All payments will be charged through Food Appers payment gateway.
If Food Appers 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 Food Appers system (the payment gateway of Food Appers). All amounts that have been paid are non-refundable.
Credit / Debit card payments will be made same day as the signing of this agreement.
Future white label monthly/ yearly fee payments are the same date every month / year based on the confirmation date of this agreement on our website FoodAppers.com
Length Of Agreement
This agreement is valid for 3 years and will be renewed automatically 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 one month written notice of termination by email
On any termination WHITE LABEL can’t move scripts and codes in the Food Appers 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.
Zero Tolerance Spam Policy/ Nature Of Content
Any WHITE LABEL, or other CUSTOMER, AFFILIATE, PARTNER, CUSTOMER of WHITE LABEL who sends out spam referring back to domains, or services hosted by Food Appers will have the ability to generate outgoing mails messages permanently terminated. All messages that originate from the WHITE LABEL must comply with all applicable local laws.
Food Appers reserves the right to require changes or disable as necessary any website, app, account, database, or other component that does not comply with Food Appers policy, at its sole discretion.
Food Appers also reserves the right to make any such modifications in an emergency at our sole discretion.
Food Appers 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 ethical standards.
Monitoring Of Service
WHITE LABEL agrees that Food Appers 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.
Food Appers 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.
Food Appers reserves the right to monitor any and all communications through or with our facilities. WHITE LABEL agrees that Food Appers 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.
It is not permitted for the WHITE LABEL to start using other systems that are in direct competition with the SERVICE of Food Appers. If such violation of this agreement is taking place, Food Appers 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 7 days from the receipt of such warning letter from Food Appers, Food Appers has the right to terminate this agreement with immediate effect without any refund. It is the responsibility of the WHITE LABEL to make manual backups of all information that might be stored in the FoodAppers.com.
Food Appers does not give any exclusivity to any WHITE LABELS, since also Food Appers directly or other WHITE LABELS can be “competing” in the same marked.
Any attempt to copy the Food Appers source codes or system will lead to legal action and closing 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
Food Appers DOES NOT REPRESENT OR WARRANT THAT THE Food Appers SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR-FREE. WHITE LABEL ACKNOWLEDGES THAT THE Food Appers SERVICES ARE NETWORK-BASED SERVICES, WHICH MAY BE SUBJECT TO OUTRAGES, INTERRUPTIONS, ATTACKS BY ANY PARTY AND DELAY OCCURRENCES. IN SUCH AN EVENT AND SUBJECT TO THE TERMS HEREOF, Food Appers 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 Food Appers SERVICES TO PERFORM THEIR INTENDED FUNCTIONS IN A REASONABLE MANNER. WHITE LABEL ACKNOWLEDGEs THAT Food Appers DOES NOT WARRANT THAT SUCH EFFORTS WILL BE SUCCESSFUL. IF Food Appers 'S EFFORTS ARE NOT SUCCESSFUL,
Food Appers 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 Food Appers SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT.
Limitation of Liability and Disclaimers
Food Appers EXPRESSLY DISCLAIMS ANY LIABILITY OR LOSS ARISING FROM OR RELATED TO THE Food Appers 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, APP, 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 Food Appers ‘s REASONABLE CONTROL. WHITE LABEL EXPRESSLY AGREES THAT Food Appers SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (I) A THIRD PARTY’S INFILTRATION OF Food Appers 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 Food Appers SERVICES, OR ANY SYSTEM, PROGRAM, DATA, TRANSACTION OR PERSONAL INFORMATION BELONGING TO Food Appers, WHITE LABEL OR ANY THIRD PARTY; OR (III) THE LIMITATION OF THE FUNCTIONING OF ANY SOFTWARE, HARDWARE, EQUIPMENT OR THE SERVICE.
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.
Food Appers 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. Food Appers 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 Food Appers IS A WHITE LABEL OF OR REFERRAL AGENT FOR SUCH PRODUCT OR SERVICE.
Copyright And Trademarks
All contents of the Food Appers are proprietary to Food Appers, and/or it’s suppliers are protected under Copyright. All rights are reserved. Food Appers 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 Food Appers system, nor does the WHITE LABEL have business forms or access to Food Appers body of knowledge, and as such, this information is deemed confidential and a trade secret.
Food Appers 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 Food Appers, 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. Food Appers will give prompt notice to WHITE LABEL of any event of Force Majeure.
UAE (Dubai) Law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement,
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.
WHITE LABEL agree to defend, indemnify and hold harmless Food Appers 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 Food Appers.
WHITE LABEL is fully responsible for all actions and activities done to WHITE LABEL CUSTOMER, but will be held harmless if Food Appers is the direct cause of any potential disputes between the WHITE LABEL and WHITE LABEL CUSTOMER when using the Food Appers system and in compliance with Food Appers user agreement, you can follow Food Appers user agreement on the website www. FoodAppers.com
In the event of a merger or consolidation of Food Appers, the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this 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.
The failure of Food Appers to enforce a provision of this Agreement shall not be construed as a waiver or limitation of Food Appers right to subsequently enforce and compel strict compliance with every provision of this Agreement.