Terms and Conditions of Ucraft White Label Solution

Owner of Ucraft and related Services

SoftConstruct LLC

14724 Ventura Boulevard, Sherman Oaks, CA, USA, 91403

[email protected]

Introduction

 

White Label Terms and Conditions come into force after the Parties have signed a White Label Licence Agreement based on which Ucraft (“Company”, “SoftConstruct LLC” or the “Owner”) provides a proprietary website building platform that can be used to design, build and host websites (the “Software”) to the Partner (“Customer” or the “User”) each individually referred to as a “Party” and collectively as “Parties”.

Customer gets to license the Platform to start his own web design business to create company websites, sell and host them under the Company’s own brand name (the “White Label Software”). The Company grants to Customer a limited, non-exclusive, non-transferable license to use the Software during the Term.

The Software comes in two packages with predefined pricing that can be found on Ucraft White Label Solution page.
 

Standard package is more suitable for freelancers, designers and webmasters. This package hosts the White Label Software on Company’s Cloud Infrastructure powered by Google Cloud.

 

Self-Hosted package works for large local digital agencies, domain and hosting providers. The Customer hosts the White Label Software on Customer’s Cloud Infrastructure, where Google Cloud is strongly recommended.

 

White Label Branding

 

The Platform 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 White Label Software unless mutually agreed by the parties.

 

Services

 

Company provides the following services in connection with the creation and operation of the White Label Software (the “Services”).

 

Customization

 

Company customizes the White Label Software with the name, logos, and branding of Customer, with the “look and feel” desired by Customer. However, such customization does not include the addition of functionalities or the incorporation of new software unless mutually agreed by Company and Customer.

 

Integration with Other Services

 

Company does not integrate the White Label Software with third party services, unless mutually agreed by Company and Customer on a new agreement.

 

Hosting Services

Company provides hosting for the White Label Software through Google Cloud Platform and charges the Customer based on the package chosen.

 

Technical Support

 

Company provides ongoing support and maintenance services to ensure that the Platform performs as intended.

 

Functionality of Platform

Initial Functionality

 

Company demonstrates the Software to Customer and delivers to Customer an electronic version of such demonstration and/or a list of sample screen shots (the “Demonstration Version”). At the time of delivery to Customer, the Software will have substantially the same “look and feel,” features, and functionality of the Demonstrative Version and no fewer features and no less functionality than the versions of the product delivered to other customers of Company, except for the features and functionality separately specified and purchased by other customers.

 

Future Functionality

 

Following delivery of the Software to Customer, Company incorporates into the White Label Software such additional features and functionality as Company makes available to its Customers generally without charge. Company gives Customer an advance notice in reasonable terms of such features and functionality if they are material to the operation of the White Label Software. Company may not materially change the “look and feel” of the White Label Software without the consent of Customer, which shall not be unreasonably withheld.

 

Technical Specifications

 

Company provides Customer with the technical specifications of the Software and Company’s own technology infrastructure (to the extent relevant to the operation of the White Label Software), including but not limited to security specifications. In case the Company wishes to make any material modifications of such technical specifications it shall use reasonable efforts to notify Customer no less than ninety (90) days in advance.

 

Delivery of Platform

 

Timetable

 

Company uses reasonable commercial efforts to develop and deliver the customized White Label Software to Customer.

Notwithstanding any other Clause in this Agreement, Company is not liable for any delay caused by circumstances, which are beyond the control of Company. Delays from the other third Party are in this Clause considered to be a cause, which is beyond the control of Company.

 

Testing and Acceptance

 

Company notifies Customer once the White Label Software is completely ready for use by Customer. Upon receipt of such notice, Customer has ten (10) days to test the White Label Software. If Customer believes there are defects on the White Label Software it notifies Company duly and the parties cooperate in fixing any such defects. Customer is deemed to have accepted the customized White Label Software if it does not notify Company of defects within the ten (10) day period, when it notifies Company of such acceptance, or when it has used the customized White Label Software in commerce for thirty (30) days, whichever occurs first.

 

Customer’s Obligations

 

Customer provides Company with accurate and complete descriptions of its needs and business plans for the Software, cooperate with Company in the development and installation of the customized White Label Software, use the Platform exceptionally in an operating environment (e.g., hardware and software) approved by Company, notify Company of any defects in the White Label Software, give Company electronic access to the Platform to troubleshoot and correct any defects, install any software updates recommended by Company, and use reasonable commercial efforts to operate the Software in accordance with all applicable laws and regulations, including but not limited to securities and consumer protection laws.

 

Restrictions

 

Customer shall not decompile or reverse engineer the Software or otherwise attempt to obtain the source code for the Software; sublicense or allow any other person to use the Software, except pursuant to the normal operation of the White Label Software (e.g., editing customer website); use the name or proprietary logo(s) of Company without Company’s prior written consent; use the Software for any purpose other than the operation of the White Label Software; use the Software in a manner that interferes with the use of Software by Company or its other customers; or without giving at least ninety (90) days’ notice to Company.

 

Warranties

 

Limited Performance Warranty. Company warrants that the Software will perform substantially as demonstrated in the Demonstration Version and will be free of material errors or defects, and that all Services will be performed in a good and workmanlike manner. In the event Customer believes that Company is in violation of this limited performance warranty, Customer shall notify Company and Company shall use reasonable commercial efforts to correct any error or defect within reasonable time.

 

Warranty of Non-Infringement

 

Company warrants that Customer’s use of the Software as anticipated by this Agreement will not infringe on the rights of any third party. If a claim is made that Customer’s use of the White Label Software infringes on the rights of a third party then Company will, at its sole expense and as Customer’s sole remedy, defend against such claim and pay any final judgment against Customer, provided that Customer promptly notifies Company of any such claim in writing and Company is given sole control over the defense and settlement of such claim. Company may, without the knowledge or consent of Customer, agree to any resolution of the dispute that does not require on the part of Customer a payment or an admission of wrongdoing.

 

Exceptions

 

The foregoing warranty shall not apply to infringement caused by Customer’s use of the White Label Software other than as contemplated by the Agreement; Customer’s failure to use corrections or enhancements made available by Company to the extent that such corrections or enhancements would make the Software non-infringing; or information, specification or materials provided by Customer or third party acting for Customer.  

 

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.

 

No Other Warranties

 

EXCEPT FOR THE WARRANTIES SET FORTH IN THESE CLAUSE, THE PLATFORM, INCLUDING ANY ACCOMPANYING MANUALS AND OTHER MATERIALS, AND THE SERVICES, ARE PROVIDED BY THE COMPANY “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, OR THAT THE SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, AND ANY WARRANTIES IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

 

Confidentiality

 

During the term of the Agreement and for a period of 3 (three) years from the expiration or termination of this Agreement, a receiving Party shall not disclose Confidential Information to any third party; restrict disclosure of Confidential Information to only those employees, agents or consultants of the receiving Party and affiliates, if any of the receiving Party who must be directly involved with the Confidential Information for the purposes of this Agreement and who are bound by confidentiality terms substantially similar to those in this Agreement; not reverse engineer, decompile or disassemble any Confidential Information for source discovery or other purposes; use the same degree of care as for its own information of like importance, but at least the care of a prudent businessman, in safeguarding against disclosure of Confidential Information; and promptly notify the disclosing Party upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement.

 

The disclosing Party consents to the disclosure of the Confidential Information to the extent strictly necessary for informing any subcontractors or suppliers of other Party who need to know such limited information in order to perform any assignments or handle any orders of a Party pursuant to this Agreement provided however that such subcontractors or suppliers shall first have agreed with the other Party to be bound by its confidentiality obligations hereunder or obligations which protect the Information to the extent protected hereunder in respect of such limited Confidential Information they will receive including appropriate obligations not to disclose the same to others and not to use it for other purposes as well as to return all such information to the Party upon completion of their assignment or other required performances.

 

Non-Solicitation

 

During the Term and for a period of two (2) years thereafter the Customer shall not 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. In case of a breach of this obligation, the Customer shall pay Company a fixed penalty fee of EUR 1.000.000 (one million Euro) for breach of non-compete covenant. Moreover, Company is entitled to terminate this Agreement unilaterally for such a breach.

 

Termination for Cause

 

A Party may terminate this Agreement immediately, if:

 

  • if the other Party is under legal prosecution for the content and aim of this Agreement provided that the Parties shall in such case use reasonable endeavours to find an acceptable alternative solution.
  • if the other Party fails to pay any amount payable in accordance with this Agreement; or
  • the operation of other Party has or threaten to have a negative effect on the business or on any of the brands of the other Party;
  • the other Party is declared bankrupt, enters into composition or reconstruction proceedings or liquidation or otherwise can be assumed to become or else an event occurs that gives well founded reason to assume that the other Party is not, or will no longer be, capable of fulfilling its obligations under this Agreement;
  • the other Party is in material breach and, in case of a breach which is capable of being cured, the Party in breach does not, within 30 (thirty) days following written notice of the breach, cease to be in breach;

 

 

Non-Solicitation

 

During the Term and for a period of two (2) years thereafter the Customer shall not 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. In case of a breach of this obligation, the Customer shall pay Company a fixed penalty fee of EUR 1.000.000 (one million Euro) for breach of non-compete covenant. Moreover, Company is entitled to terminate this Agreement unilaterally for such a breach.

 

Termination for Cause

 

A Party may terminate this Agreement immediately, if:

 

  • if the other Party is under legal prosecution for the content and aim of this Agreement provided that the Parties shall in such case use reasonable endeavours to find an acceptable alternative solution.
  • if the other Party fails to pay any amount payable in accordance with this Agreement; or
  • the operation of other Party has or threaten to have a negative effect on the business or on any of the brands of the other Party;
  • the other Party is declared bankrupt, enters into composition or reconstruction proceedings or liquidation or otherwise can be assumed to become or else an event occurs that gives well founded reason to assume that the other Party is not, or will no longer be, capable of fulfilling its obligations under this Agreement;
  • the other Party is in material breach and, in case of a breach which is capable of being cured, the Party in breach does not, within 30 (thirty) days following written notice of the breach, cease to be in breach;

 

Ownership of Intellectual Property

 

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.

Intellectual Property of Customer: Customer is the exclusive owner of its name, logo(s), trademarks, URLs, and other intellectual property and, together with users of the Portal, all of the content displayed on the Portal.

 

Notices

 

Notices herein shall be delivered and effective as follows: every notice required or contemplated by this Agreement to be given by a Party shall be in writing and in English and may be given by hand delivery, by overnight commercial courier delivery service or express mail, by fax, or by certified mail return receipt requested, and shall be deemed delivered on the date of hand delivery; the next business day after delivery to an overnight commercial courier service or to national postal service for express mail for delivery on the next business day; the date of transmission of the fax, if an electronic transmission report is obtained and retained, showing that all pages have been successfully transmitted; or 7 (seven) days after mailing by certified mail return receipt requested; addressed to the Party for whom it is intended, at the address as follows:

 

Assignment

 

Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party’s prior written consent.

 

Construction

 

Any provision of this Agreement which is prohibited or unenforceable shall be ineffective only to the extent of prohibition or unenforceability without invalidating the remaining provisions hereof, and shall be deemed amended or replaced with a provision that is valid, legal and enforceable and that achieves, to the maximum extent possible, the original objectives and contractual intent of the Parties as reflected in the offending provision.

 

Force Majeure

 

If a Party is prevented, hindered or delayed in the performance of any of its obligations under this Agreement by Force Majeure, that Party shall forthwith serve notice in writing on the other Party specifying the nature and extent of the circumstances giving rise to Force Majeure, and shall subject to service of such notice and to Clause 11 have no liability in respect of the performance of such of its obligations as are prevented hindered or delayed by the Force Majeure during its continuation, and for a reasonable period thereafter.  

 

The Party claiming to be prevented, hindered or delayed in the performance of any of its obligations under this Agreement by reason of Force Majeure shall use reasonable commercial endeavors to mitigate against the consequences of the Force Majeure event.

 

  • If a Party is prevented, hindered or delayed from performance of its obligations for a continuous period in excess of 3 (three) months, any Party may terminate this Agreement forthwith on service of written notice upon the Party so prevented, hindered or delayed, in which case no Party shall have any liability or obligation under this Agreement.
  • if the other Party is under legal prosecution for the content and aim of this Agreement provided that the Parties shall in such case use reasonable endeavours to find an acceptable alternative solution.
  • if the other Party fails to pay any amount payable in accordance with this Agreement; or
  • the operation of other Party has or threaten to have a negative effect on the business or on any of the brands of the other Party;
  • the other Party is declared bankrupt, enters into composition or reconstruction proceedings or liquidation or otherwise can be assumed to become or else an event occurs that gives well founded reason to assume that the other Party is not, or will no longer be, capable of fulfilling its obligations under this Agreement;
  • the other Party is in material breach and, in case of a breach which is capable of being cured, the Party in breach does not, within 30 (thirty) days following written notice of the breach, cease to be in breach;
  • or is required to be disclosed by the law, regulation, or court or governmental order, provided that the party subject to such law, regulation or court or governmental order shall use reasonable efforts to minimise such disclosure and shall notify the other party contemporaneously of such disclosure and provide the copy of such order or legal act to the opposite Party.
  • or is developed independently by the receiving party without reference to the Confidential Information;
  • or is received without restriction from a third party free to disclose it without obligation to the disclosing party;
  • or becomes publicly known, through no wrongful act or omission of the receiving Party.

Entire Agreement

 

This Agreement, together with the Privacy Policy and any other legal notices published by the Owner constitute the entire agreement between the Owner and you concerning the Services.

 

Severability

 

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

 

No Waiver

 

The Owner’s failure to assert any right or provision under this Agreement shall not constitute a waiver of any such right or provision. Any waiver shall not be deemed a further or continuing waiver of such term or any other term.

 

Authoritative version of these legal documents

 

These Terms have been written and reviewed in the English language. Any translations into any language other than English are to be considered mere translations. In case of any discrepancy or inconsistency, the English language text shall prevail in any event.

 

Governing law and jurisdiction

 

Ucraft is controlled and operated by SoftConstruct LLC, a US company and this Agreement shall be governed by the laws of the state of California applicable therein, without regard to principles of conflicts of laws without reference to principles of conflict of laws. You agree to be bound by such laws and to submit to the jurisdiction of the courts of the State of California in connection with the interpretation or application of the Agreement.

 

Definitions

 

Service

 

The white label solution provided by Ucraft as described in these Terms.

 

User

 

Any user of the Service, whether a human being or legal entity.

 

Terms and Conditions (or Terms)

 

These Terms and Conditions that constitute a legally binding agreement between the User and the Owner.

 

Privacy Policy

 

The privacy policy of Ucraft.

 

Software

 

Any software solution and/or technical means embedded in the Service provided by the Owner.

Latest update: May 20, 2019