Whitelabel Service Agreement

This White Label Service Agreement (the "Agreement") governs the use of We-Connect product and services. The Agreement is entered into by and between We-Connect Systems LLC, a Delaware Company ("We-Connect"), and the Customer, as identified in the applicable Order Form.

Background

WHEREAS: We-Connect has developed a proprietary electronic platform system (the "Platform") that can be customized and offered under the Customer's own brand.

WHEREAS: The Customer desires to license the Platform as a White Label solution to deliver services under its own name.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and acknowledging the receipt of adequate consideration, the Parties hereby agree as follows:

1. Grant Of License

We-Connect grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform during the Term solely to manage customer’s business relying on LinkedIn automation. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

2. White Label Branding

All branding will be in the customer's name and shall be accessible to the public under a URL designated by Customer (i.e. www.yourdomainname.com). The customer’s name, trademark, trade name, designs and logos shall appear on Customer URL.

3. Restrictions

Customer shall not:

a) Reselling access to the License to third parties without prior written authorization from We-Connect;

b) Make any claims that are not agreed upon;

c) Allow anyone other than the Company to alter any site in a manner that alters accessibility.

4. Services Description

All modules of We-Connect shall be available to Customer except the help section. We-Connect reserves the rights to change the appearance and functionality of these modules at its discretion without advance prior notification to the Customer.

We-Connect will host and maintain the platform as part of this service agreement.

5. Customer’s Obligations with Regard to Platform Usage

Customer shall do the following:

a) Supervise Platform Users

Customer shall retain responsibility for all its users of the Platform (whether authorized or not) to ensure proper use of the Platform in accordance with these terms and the online Terms.

b) Platform Operation

Customer shall (a) use the Platform only in an operating environment (e.g., hardware and software) approved by We-Connect; and (b) install any software updates recommended by We-Connect.

6. No Poaching

We-Connect agrees not to knowingly contact, solicit, or engage with any of the Customer's clients to offer services, ensuring the protection of the Customer's business relationships.

7. Subscriptions

All services are billed on a recurring subscription basis ("Subscription(s)"). You will be billed and charged in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on a monthly basis.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or We-Connect cancels it. Please note that it is the customer's responsibility to cancel their subscription if they choose to do so. Cancellations can be made directly through the billing section of your We-Connect white label account, by emailing support at [email protected].

A valid payment method is required to process the payment for your Subscription. You shall provide accurate and complete billing information and valid payment method information. By submitting such payment information, you automatically authorize We-Connect to charge all Subscription fees incurred through your account to any such payment instruments.

8. Subscription Fees

Subscription fees or pricing for using the We-Connect Platform are displayed in the billing section of the platform.

9. Subscription Fee Changes

We-Connect, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

We-Connect will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

10. Refunds

Except when required by law, paid Subscription fees are non-refundable.

11. End-User Pricing

The white label currently can support only one type of pricing plan. You cannot offer multiple pricing plans to your end-users.

12. Non-Compete

You agree that you will not directly or indirectly compete with We-Connect. We will not directly solicit or contact and or enter into any type of business relationship with your end-users. At the same time, you understand that we will continue to promote our business and in the normal course and agree that your end-users may directly subscribe to We-Connect platform and may terminate their relationship with you.

13. Compliance With Laws

We-Connect shall use commercially reasonable efforts to conduct its business, and develop the Agreed websites, in compliance with all applicable laws, rules and regulations.

14. Confidential 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) names of employees and owners,

(iv) names and other personally-identifiable information of users of the Platform,

(v) security codes, and

(vi) all documentation provided by the We-Connect.

15. 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.

16. 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 (for example, by a subpoena), provided that such Party shall notify the other Party prior to such disclosure so that the 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 that Party's business.

17. Customer Support

We-Connect offers customer support through Intercom live chat from 8:00 AM to 5:00 PM EST on business days, excluding U.S. holidays. This support covers issues related to the performance of our platform. Please note that you are responsible for providing any customer support to your own end users.

18. Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. You expressly agree that we cannot be held liable for any loss or damage arising out of any misrepresentations you make in this regard.

You agree not to attempt to hack, reverse engineer or damage We-Connect or any of the services We-Connect offers in any way.

19. Intellectual Property

The Service and its original content, features and functionality are and will remain the exclusive property of We-Connect and its licensors.

20. Connecting to LinkedIn

We-Connect is a powerful omnichannel outreach automation platform designed to optimize customer engagement efforts. Our platform includes advanced features that can automate specific LinkedIn actions, although it is important to understand that LinkedIn may occasionally restrict or block certain automated activities. These limitations are beyond We-Connect’s control.

We-Connect has no control over, and assumes no responsibility for, the content, privacy policies, terms of use, or practices of LinkedIn. You further acknowledge and agree that We-Connect shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through We-Connect website and its services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

21. Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

22. Indemnification

You agree to defend, indemnify and hold harmless We-Connect and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.

23. Limitation Of Liability

We-Connect is not responsible for and will not assume responsibility for server downtime, server delayed response time, network issues, or any other issues caused by interruption or intermittent issues of the underlying hosting service provider or by changes to LinkedIn’s code or user interface.

In no event shall We-Connect, nor its principals, directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

We-Connect is in no way affiliated or connected with LinkedIn. By using We-Connect Platform you agree that We-Connect holds no responsibility for any losses or liabilities incurred, including the imposition of restrictions, suspensions and penalties by LinkedIn.

24. Penalties and Suspension of Services

If the customer fails to meet the responsibilities and obligations outlined in this Agreement or its Annexes—or if We-Connect detects indications of fraud, spam, or other forms of misconduct—We-Connect reserves the right to temporarily suspend the customer’s access to services for up to 30 days. In such instances, We-Connect will:

1. Issue a warning notice to the customer, detailing the potential suspension.

2. Provide the customer with an opportunity to correct their conduct and comply with all specified conditions, responsibilities, and obligations as outlined in the warning notice and this Agreement.

3. Clearly indicate in the warning notice the time frame allowed for the customer to address the issues and comply with the terms of the Agreement.

25. Penalty Clauses

Penalties for any violations of the service agreement will be communicated by We-Connect according to the terms set forth in this Agreement. If either Party fails to fulfill any obligations under this Agreement, the offending Party will be subject to an immediate and payable penalty of $1,000 per violation. This penalty is enforceable without prejudice to the other Party's right to seek specific performance, additional damages, or any other legal or contractual remedies available under this Agreement or applicable law.

26. Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

We-Connect its principals, subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

27. Exclusions

Without limiting the generality of the foregoing and notwithstanding any other provision of these terms, under no circumstances will We-Connect ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to your use of the Service, these Terms, the subject matter of these Terms, the termination of these Terms or otherwise, including but not limited to personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by We-Connect or any person for whom We-Connect is responsible, and even if We-Connect has been advised of the possibility of such loss or damage being incurred.

28. Exclusivity

You acknowledge that this Agreement is not an exclusive arrangement and shall not limit or restrict us in any manner, including without limitation limiting us in marketing, hosting, recommending, referring or selling products that are competitive to your products, or entering into similar agreements with third parties.

29. 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, pandemics 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.

30. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Delaware.

You are responsible for making sure you and your use of We-Connect are in compliance with any local laws and the laws of the country you are accessing and/or using the services in and/or from. The use of We-Connect is not intended for engaging in spam or harassing behavior. You agree not to use We-Connect to engage in spamming behavior. Do not use this service for any illegal activities or for offering or facilitating any illegal activities.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Assignment

We may assign this Agreement to another entity without any advance consent from or notice to you. You may not assign this Agreement without our prior written consent.

Changes

We-Connect reserves the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide at least 15 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the service.

Privacy Policy

Please refer to our Privacy Policy. You agree that they constitute part of these terms. You must read our Privacy Policy before you use the Service.

Contact Us

If you have any questions about these Terms, please contact us at [email protected]