This White Label Service Agreement (the "Agreement") is a binding agreement between We-Connect Systems LLC ("We-Connect") and the person or entity registering for a white label account (the "Customer"), and governs the Customer's access to and use of the We-Connect white label platform and services. By completing registration and agreeing to these terms, the Customer accepts this Agreement.
We-Connect provides a proprietary platform (the "Platform," also the "Services") that the Customer can customize and offer under its own brand. Registration is a request for a white label account. Access to the Platform is granted only after We-Connect reviews and approves the Customer's registration, which We-Connect may grant or decline at its discretion.
1.Grant of license
We-Connect grants the Customer, upon approval of its registration, a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform for the duration of the Customer's subscription, solely to operate the Customer's LinkedIn-automation business under its own brand. The Customer's access to and use of the Platform is conditioned on acceptance of and compliance with this Agreement.
2.White label branding
All branding will be in the Customer's name and accessible to the public under a URL designated by the Customer. The Customer's name, trademarks, trade names, designs, and logos will appear on the Customer URL.
3.Restrictions
The Customer shall not: (a) resell or sublicense access to the Platform to third parties without We-Connect's prior written authorization; (b) make any claims about the Platform that have not been agreed with We-Connect; or (c) allow anyone other than We-Connect to alter the Platform in a way that affects its accessibility.
4.Services description
All modules of We-Connect are available to the Customer except the help section. We-Connect may change the appearance and functionality of these modules at its discretion and will provide reasonable prior notice of material changes where practicable. We-Connect will host and maintain the Platform as part of this Agreement.
5.Customer's obligations
Supervise Platform users. The Customer is responsible for all of its users of the Platform (whether authorized or not) and for ensuring their use complies with this Agreement and the applicable online terms.
Platform operation. The Customer will use the Platform only in an operating environment approved by We-Connect and will install any software updates recommended by We-Connect.
6.No poaching
Subject to Section 25, We-Connect agrees not to knowingly target or solicit the Customer's clients to offer them We-Connect's services directly. This does not prevent We-Connect from marketing generally, and it does not prevent an end-user from independently choosing to subscribe to We-Connect, as described in Section 12.
7.Subscriptions
All services are billed on a recurring subscription basis. You will be billed in advance on a recurring, periodic basis, with billing cycles set monthly. At the end of each billing cycle, your subscription automatically renews under the same conditions unless you or We-Connect cancels it. It is the Customer's responsibility to cancel if it chooses to. Cancellations can be made through the billing section of your We-Connect white label account or by emailing support@we-connect.io. A valid payment method is required, and by submitting payment information you authorize We-Connect to charge all subscription fees incurred through your account.
8.Subscription fees
Subscription fees for using the Platform are displayed in the billing section of the Platform.
9.Subscription fee changes
We-Connect may modify subscription fees at any time in its sole discretion. Any change becomes effective at the end of the then-current billing cycle. We-Connect will give reasonable prior notice of any fee change so you can terminate before it takes effect. Continued use after the change takes effect constitutes agreement to the modified fee.
10.Refunds
Except where required by law, paid subscription fees are non-refundable.
11.End-user pricing
Your white label account is provisioned on a single plan type (for example, LinkedIn Only or LinkedIn plus Email), which determines the features available to you and your end-users. You set your own end-user pricing and may sell seats to your end-users at prices you determine. The plan types and features available through the white label may change as the Platform evolves.
12.Non-compete
You agree not to directly or indirectly compete with We-Connect. We will not directly solicit your end-users. You understand that we continue to promote our business in the normal course, and that your end-users may independently subscribe to the We-Connect platform and may terminate their relationship with you.
13.Compliance with laws
We-Connect will use commercially reasonable efforts to conduct its business and develop the agreed websites in compliance with all applicable laws, rules, and regulations.
14.Confidentiality
"Confidential Information" means all confidential and proprietary information of a party, including financial information, business and marketing plans, names of employees and owners, names and other personally identifiable information of Platform users, security codes, and documentation provided by We-Connect. It does not include information already known or independently developed without use of Confidential Information, or information that is public through no wrongful act of the recipient.
During the Term and thereafter, neither party will disclose the other's Confidential Information or use it for any purpose other than performing this Agreement, and each party will protect it with at least the same care it uses for its own. A party may disclose Confidential Information if required by legal process (with prior notice to the other party where lawful) or to a governmental authority as required to operate its business. The parties agree that a breach of the confidentiality or branding restrictions may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party is entitled to seek injunctive or other equitable relief in addition to any other available remedy.
15.Customer support
We-Connect offers support through Intercom live chat from 8:00 AM to 5:00 PM EST on business days, excluding U.S. holidays, covering the performance of our Platform. You are responsible for providing support to your own end-users.
16.Accounts
When you create an account, you must provide accurate, complete, and current information; failure to do so is a breach that may result in termination. You are responsible for safeguarding your password and for all activity under it, agree not to disclose it, and must notify us immediately of any breach of security. You may not use a username that is another's name or trademark without authorization, or that is offensive, and you agree not to attempt to hack, reverse engineer, or damage We-Connect or its services.
17.Intellectual property
The Service and its original content, features, and functionality are and will remain the exclusive property of We-Connect and its licensors.
18.Connecting to LinkedIn
We-Connect can automate specific LinkedIn actions, but LinkedIn may restrict or block certain automated activities, and these limitations are beyond We-Connect's control. We-Connect has no control over, and assumes no responsibility for, LinkedIn's content, policies, or practices, and is not liable for any damage or loss caused by or in connection with reliance on them.
19.Data protection
Where the Customer or its end-users process personal data through the Platform, the Data Processing Agreement at we-connect.io/dpa applies and is incorporated into this Agreement. As between the parties, the Customer is responsible for establishing a lawful basis for its and its end-users' processing, and for entering into written data-processing terms with its own end-customers that are no less protective than the DPA. We-Connect processes personal data only as a processor or sub-processor in accordance with the DPA.
20.Termination
We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including breach of this Agreement. Upon termination, your right to use the Service ceases. You may terminate by discontinuing use. Provisions that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
21.Indemnification
You agree to defend, indemnify, and hold harmless We-Connect and its licensees, licensors, and their employees, contractors, agents, officers, and managers from and against any claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) resulting from or arising out of (a) your use and access of the Service, by you or anyone using your account, or (b) a breach of this Agreement.
22.Limitation of liability
We-Connect is not responsible for server downtime, delayed response times, network issues, or other issues caused by the underlying hosting provider or by changes to LinkedIn's code or interface. In no event will We-Connect or its principals, managers, employees, partners, agents, suppliers, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, use, or goodwill, arising from your use of or inability to use the Service, any third-party conduct or content, or unauthorized access to your data, under any theory of liability. In any event, We-Connect's aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid by the Customer to We-Connect during the twelve (12) months preceding the event giving rise to the claim, except to the extent such a limit is prohibited by law.
23.Penalties and suspension of services
If the Customer fails to meet its obligations under this Agreement, or if We-Connect detects indications of fraud, spam, or other misconduct, We-Connect may temporarily suspend the Customer's access for up to 30 days. In such cases We-Connect will issue a warning notice describing the potential suspension, give the Customer an opportunity to correct its conduct, and state the time frame allowed to do so.
24.Disclaimer and exclusions
Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis, without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement, or course of performance. We-Connect does not warrant that the Service will be uninterrupted, secure, or available at any particular time, that defects will be corrected, that the Service is free of harmful components, or that results will meet your requirements. To the fullest extent permitted by law, and subject to the liability cap in Section 22, We-Connect will not be liable for any indirect, incidental, consequential, special, punitive, or exemplary loss arising from your use of the Service.
25.Exclusivity
This Agreement is not exclusive and does not restrict We-Connect from marketing, hosting, recommending, referring, or selling products competitive with yours, or from entering into similar agreements with third parties. This Section is subject to the no-poaching commitment in Section 6.
26.Force majeure
Neither party is liable for any delay or default in performance (other than a payment obligation) caused by acts of God, government restrictions, wars, insurrections, pandemics, or any other cause beyond its reasonable control, provided the affected party gives prompt written notice. Performance deadlines are extended by the time lost.
27.Governing law and general
This Agreement is governed by the laws of the State of Delaware, and any disputes are subject to the exclusive jurisdiction of the courts located in Delaware. You are responsible for your compliance with local laws where you use the Service. Our failure to enforce any provision is not a waiver. If any provision is held invalid, the remainder stays in effect. This Agreement is the entire agreement between the parties regarding the Service and supersedes prior agreements.
Assignment. We may assign this Agreement to another entity without notice or consent. You may not assign without our prior written consent. Changes. We may modify this Agreement at any time; for material changes we will try to give at least 15 days' notice. Continued use after changes take effect constitutes acceptance. Privacy. Our Privacy Policy forms part of this Agreement; please read it before using the Service.
Contact us
Questions about this Agreement should be sent to support@we-connect.io.
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