WHITE LABEL APPLICATION TERMS OF SERVICE

This White Label Application Terms of Service (this “Terms of Service”) constitutes a binding agreement between INPEACE APP SOFTWARE DEVELOPMENT, LLC, a Florida limited liability company (“InPeace”), and the client accepting this Terms of Service (the “Client”). This Terms of Service is effective as of the date the Client clicks “accept” for this Terms of Service (the “Effective Date”).

Please read this Terms of Service carefully. By clicking “accept,” the Client (a) acknowledges that it has read and understands these Terms of Service, and (b) agrees to be bound by these Terms of Service. The person accepting this Terms of Service on the Client’s behalf represents that he or she has the authority to bind the Client to this Terms of Service.

This Terms of Service contains procedures for mandatory, binding arbitration and a class action waiver.

1. Custom-brand Application. InPeace shall custom-brand the application (the “Application”) described under the Client’s order (the “Order”) for the Client to market and provide the right to access and use under the Client’s name or brand to the Client’s members and employee’s (each, an “End User”) in accordance with this Terms of Service, and provide other related services, as further described in the Order (collectively, the “Services”). The Order and all such Services are subject to the terms and conditions of this Terms of Service. If a term or condition of this Terms of Service conflicts with a term or condition of the Order, then the term or condition set forth in this Terms of service will govern.

2. Right to Access and Use. Subject to the terms of this Terms of Service and during the Term (as defined below), InPeace hereby grants the Client a non-exclusive, non-transferable, non-sublicensable right to (a) access and use the Application solely for the Client’s mission, operations, and communications with its End Users (“Purpose”), and (b) offer access to and use of the Application to End Users solely for the Purpose through application stores such as Apple Inc.’s App Store and Google Play app store for Android.  Each End User’s right to access and use the Application is subject to such End User’s compliance with the Terms of Use for the Application (“Terms of Use”) and the End User accepting such Terms of Use and the Privacy Policy for the Application (“End User Privacy Policy”) which are provided to each End User upon initially signing into the Application.. This right to access and use does not apply to any non-registered or other unauthorized persons. Other than access to and use of the Application pursuant to this Terms of Service, any other access or use is strictly prohibited. Any and all rights owned or held by InPeace and/or our third-party licensors not expressly granted under this Terms of Service, including all intellectual property rights, are reserved and shall remain owned solely and exclusively in their entirety by InPeace, its successors, assigns, and third-party licensors.

3. Client Content. The Client acknowledges and agrees that if the Client contributes, provides, or makes available any content through the Application, then the Client hereby (i) grants to InPeace a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display, and otherwise exploit the Client’s content, in whole or in part, solely for the purpose of providing the Client and End Users with access to and use of the Application; (ii) is responsible for reviewing and ensuring that any and all of the Client’s content displayed via the Application appears as the Client intended; and (ii) represents and warrants to InPeace that Client has all the rights, power, and authority necessary to grant the foregoing license, and that the Client’s content (a) does not infringe, violate, misappropriate, or otherwise conflict with the rights, including intellectual property rights, of any third party; (b) complies with all applicable laws and regulations; and (c) is accurate and truthful. In addition, Client agrees that InPeace may use Client’s company name and logo for the purpose of identifying the Client as an existing or past customer of InPeace in marketing and promotional materials.

4. Application Restrictions. The Client shall not and shall not authorize, induce, or permit any other person (including, without limitation, any End User) to, or attempt to:
   • download, copy, publish, transmit, modify, or create derivative works from the Application;
   • rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Application available to any other person, except for End Users consistent with this Terms of Service;
   • publicly display or publicly perform the Application, except as expressly set forth in this Terms of Service;
   • operate a service bureau for time-sharing purposes or in any other way allow third parties to exploit the Application
   • reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Application’s source code;
   • intentionally bypass, breach, disable or defeat any technological safeguard or other protection used in, or in connection with, the Application;
   • remove, alter, obscure, translate, combine, supplement or otherwise change any portion of any screen display; trademark or copyright marks; documentation; disclaimer; version or release number; or serial numbers which may be present in, or may be displayed by or in connection with use of the Application;
   • access or use the Application in any manner that violates this Terms of Service or any applicable law;
   • access or use the Application in any manner that infringes any intellectual property right of InPeace or any other person; or
   • use the Application or any data or other information obtained through the Application for any unlawful purpose or with any unlawful intent or purpose or otherwise not permitted pursuant to this Terms of Service.

5. Client Obligations. The Client shall (a) respond promptly to any reasonable requests from InPeace for instructions, information, or approvals required by InPeace to provide the Services, (b) cooperate with InPeace in its performance of the Services and provide access to the Client’s employees, contractors, and equipment as required to enable InPeace to provide the Services, (c) take all steps necessary to prevent the Client-caused delays in InPeace’s provision of the Services, (d) provide true, accurate, current, and complete information about itself to InPeace when prompted, and (e) maintain and promptly update the information that the Client provides InPeace to keep the information displayed on the Application true, accurate, current, and complete. The Client acknowledges that InPeace may, but is not obligated to pre-screen any Client content provided or made available by the Client, the Client’s End Users, or any third party, and that the Client is solely responsible for such content.

6. The Client shall pay InPeace the fees described in the Order in advance via credit card or automated clearing house (ACH) payment. InPeace is not required to invoice the Client for the fees payable pursuant to the Order. All fees shall be paid in US dollars. The Client hereby authorizes InPeace or its agents and the Client’s financial institution to charge any credit card or initiate debit entries from any bank account submitted by the Client for all fees payable under this Terms of Service. The Client’s credit card or bank account will be automatically debited for the fees payable for each Renewal Term (as defined below) at the beginning of the Renewal Term. The Client acknowledges that this Terms of Service will automatically renew, and the Client will continue to be charged until this Terms of Service is terminated. InPeace may increase the fees effective on the first day of a Renewal Term by giving notice to the Client of the new fees no later than 45 days before the beginning of the Renewal Term. If the Client does not give written notice of nonrenewal as described in this Terms of Service, the Client will be deemed to have accepted the new fees for the Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).

7. Taxes. The Client shall be responsible for all sales, use and excise taxes (if any), and any other similar taxes, duties and charges of any kind imposed by any governmental entity with respect to the Application or the Services. If the Client is tax exempt under applicable law, and the Client has provided sufficient documentation to InPeace in advance, then no taxes will apply. The Client shall be responsible for providing all necessary documentation to the End User for the End User’s taxes related to any and all donations made by the End User to the Client or related to any Client-sponsored philanthropic events attended by the End User.

8. Late Payment. If payment is not made in a timely manner, InPeace may take one or more of the following actions: (a) charge interest at the rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, calculated from the date payment was due; (b) suspend the performance of the Services; (c) suspend the availability of the Application for access and use by End Users; and (d) terminate this Terms of Service. The Client shall pay any costs of collection (including reasonable attorney’s fees and court costs) incurred by InPeace in collecting any amounts due under this Terms of Service.

9. Intellectual Property. InPeace retains all right, title, and interest in and to the Application, including all customizations, updates, new versions, and upgrades, and any other materials (tangible and intangible).

10. Client Data. As between the parties, the Client retains all right, title, and interest in and to the data, content, materials, and other information that is submitted or otherwise transmitted by or on behalf of the Client or an End User to InPeace or through the Application (collectively, the “Client Data”). The Client hereby grants InPeace a perpetual, irrevocable, fully-paid, royalty-free, worldwide license to use, reproduce, create derivative works from, distribute, sell, and otherwise commercialize the Client Data, including in connection with showing advertisements through the Application, with the right to sublicense each such right.

11. Analytical Data and Aggregated Data. To provide functionality for and improve the Application, InPeace uses cookies and other tracking technologies to automatically collect certain information, including Personal Information from End Users (“Analytical Data”). InPeace also collects and creates de-identified and aggregated data and other non-personal information, which is not related to an identified or identifiable natural person (“Aggregated Data”). As between the parties, InPeace retains all right, title, and interest in and to the Analytical Data and Aggregated Data, and the Client will not have right to either the Analytical Data or Aggregated Data.

12. Client Marks. The Client hereby grants InPeace a non-exclusive and non-transferable license during the Term to use and display the Client’s trademarks, trade names, and logos (collectively the “Client Marks”) in connection with the Application. The Client represents and warrants that it owns or otherwise has all required rights to use the Client Marks in connection with the Application. All usage of the Client Marks will be on behalf of and inure to the benefit of the Client.

13. Account Registration and Security.

• Accounts and Passwords. Each End User shall have a personal, non-transferable, account and password for access to the Application for the Client for whom such End User is employed or engaged, that may not be shared or used by more than one person. Passwords and user accounts are subject to revocation or suspension by InPeace without advance notice for any lawful reason. Client and its End Users are responsible for maintaining the confidentiality and security of Client and the Ender Users’ passwords and user accounts. Client agrees that Client and its End Users will not to allow, provide or facilitate access to Client’s Application by anyone other than an authorized End User of such Client.
• Account Security. Client agrees to (i) keep the passwords and user IDs of its End Users secure and strictly confidential, and provide them only to authorized End Users, (ii) instruct each person to whom Client gives an user ID and password that he or she is not to disclose it to any unauthorized person, and (iii) notify InPeace immediately and select a new user ID and password if the End User believes there has been unauthorized access to either the End User’s user account or the End User’s associated e-mail account. Further, if InPeace suspects any unauthorized access to the End User’s account, upon our request, End User agrees to promptly change User’s user ID and password and take any other related action as we may reasonably request. In the event an End User shares its user ID and password with an unauthorized person, or fails to reasonably safeguard such information, Client is responsible for any and all transactions made with that End User’s account, including fraudulent or unintentional transactions, and we may, without notice, suspend or cancel the End User’s account.
• Account Termination. InPeace, in its sole discretion, may terminate Client’s or its End Users’ passwords, accounts (or any part thereof), and/or Client’s or its End Users’ right to use the Service, and, except as provided by applicable law and our Privacy Policy, remove and discard any and all of Client’s or its End Users’ content and End User data, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due, or InPeace believes that Client or its End User(s) have violated or acted inconsistently with the letter or spirit of this Terms of Service. Client agrees that any termination of Client’s or its End Users’ right to use the Service may be effected without prior notice, and acknowledges and agrees that, except as provided by applicable law and our Privacy Policy, InPeace may immediately deactivate or delete Client’s or its End Users’ account and all related content, End User data, and files, and/or bar any further access to such files or the Service. Further, Client agrees that InPeace shall not be liable to Client, its End Users, or any third-party for any termination of Client’s or its End Users’ right to use or otherwise access the Service.

14. Confidential Information.

• On one or more occasions during the term of this Terms of Service, either party may disclose to the other party information that is identified as confidential or proprietary at the time of disclosure or which a reasonable person would understand to be confidential by the nature of the information or the circumstances of the disclosure (“Confidential Information”). Confidential Information does not include any information that (i) is or subsequently becomes publicly available without the receiving party’s breach of any obligation owed to the disclosing party, (ii) became known to the receiving party from a source other than the disclosing party, so long as the receiving party is under no other obligation of confidentiality with respect to any such information, (iii) became known to the receiving party before the date of this Terms of Service, or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
• The receiving party shall (i) protect the confidentiality of the disclosing party’s Confidential Information with no less than the same degree of care as the receiving party would protect its own Confidential Information, and in any event, no less than a reasonable degree of care, (ii) only use the disclosing party’s Confidential Information to exercise its rights or perform its obligations under this Terms of Service, (iii) be liable for breach of its obligations under this Section 15 by its employees and agents, (iv) return or destroy (with certification of the same by an authorized representative) the disclosing party’s Confidential Information upon the earlier of (A) the disclosing party’s request, and (B) termination of this Terms of Service, and (v) not disclose any such Confidential Information to any person or entity, except (A) to the receiving party’s employees and agents who need to know the Confidential Information and who are bound to confidentiality obligations no less restrictive than the terms contained under this Section, and (B) as required by law.
• If the receiving party is required by law to make disclosure of any Confidential Information, the receiving party shall (i) provide prompt notice to the disclosing party to give the disclosing party a reasonable opportunity to oppose or limit any such disclosure, (ii) cooperate with the disclosing party’s efforts to oppose or limit any such disclosure, and (iii) only disclose that portion of Confidential Information required to be disclosed in the good-faith opinion of receiving party’s legal counsel.

15. Term. The initial term of this Terms of Service commences on the Effective Date and continues for a period of twelve (12) months unless otherwise set forth in the Order (the “Initial Term”). Upon expiration of the Initial Term, this Terms of Service will automatically renew for successive terms (the duration of each successive term will equal the duration of the Initial Term, unless otherwise stated in the Order), unless either party provides written notice of nonrenewal no later than 30 days before the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

16. Either party may terminate this Terms of Service if the other party (a) materially breaches this Terms of Service, and the other party does not cure the breach no later than 30 days after receipt of notice of the breach, (b) becomes insolvent or admits its inability to pay its debts generally as they become due, (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not dismissed or vacated no later than 45 days after filing, (d) is dissolved or liquidated or takes any corporate action for any such purpose, (e) makes a general assignment for the benefit of creditors, or (f) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

17. Effect of Expiration or Termination. Upon any expiration or termination of this Terms of Service, (a) the right to access and use the Application for the Client will terminate and the Client shall immediately cease all use, marketing, and distribution of the Application, (b) InPeace may disable the availability of the Application for access and use by End Users, (c) Client shall immediately pay InPeace any and all amounts due to InPeace pursuant to this Terms of Service, and (d) provided the Client is not in breach of this Terms of Service, InPeace shall transfer a copy of the Client Data to the Client no later than 30 days following the expiration or termination of this Terms of Service.

18. Representations and Warranties. The Client represents and warrants to InPeace that (a) it has the right and authority to enter into this Terms of Service and perform its obligations and grant the licenses required under this Terms of Service, and (b) it will use the Application in compliance with all applicable laws and regulations.

19. DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES. THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. INPEACE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. INPEACE DOES NOT WARRANT THAT THE APPLICATION WILL (A) PERFORM WITHOUT ERROR, RUN WITHOUT IMMATERIAL INTERRUPTION, OR BE SECURE (B) HAVE ANY ERRORS IN THE SERVICE CORRECTED, AND (C) MEET THE CLIENT’S OR ITS END USERS’ EXPECTATIONS OR REQUIREMENTS.

20. The Client shall indemnify and defend InPeace and its affiliates, channel partners, and referral sources, and their officers, directors, employees, and agents against any third-party claims and all related losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) arising out of (a) allegations that the Client Marks or Client Data infringe or violate any third-party’s patent, copyright, trademark, trade secret, privacy, or other intellectual property right, (b) any inaccuracy or breach of any representation, warranty, or obligation under this Terms of Service by the Client, or (c) the negligence or willful misconduct by Client or its employees or agents.

21. LIMITATION OF LIABILITY., NEITHER PARTY NOR ITS AFFILIATES, CHANNEL PARTNERS, AND REFERRAL SOURCES WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF ANY BREACH OF THIS TERMS OF SERVICE, REGARDLESS OF (A) WHETHER ANY SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT INPEACE WAS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. EXCEPT WITH RESPECT TO THE CLIENT’S OBLIGATION TO PAY AMOUNTS DUE TO INPEACE, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY (OR ITS AFFILIATES, CHANNEL PARTNERS, OR REFERRAL SOURCES), ARISING OUT OF THIS TERMS OF SERVICE, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL FEES PAID TO INPEACE UNDER THIS TERMS OF SERVICE DURING THE 3 MONTH PERIOD PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM..

• Force Majeure. InPeace will not be deemed to have breached this Terms of Service for any failure in performing any term of this Terms of Service to the extent any such failure results from acts beyond InPeace’s reasonable control.
• Equitable Relief. The parties acknowledge that a breach of any covenants regarding confidentiality will cause irreparable injury to the non-breaching party that is not adequately compensable in monetary damages. Accordingly, each party may seek injunctive relief for a breach or threatened breach of any such covenants, in addition to any other remedies at law or in equity.
• Assignment. The Client shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Terms of Service without the prior written consent of InPeace. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the Client of any of its obligations under this Terms of Service. InPeace may freely assign this Terms of Service.
• Notices. Any notices to InPeace must be sent to InPeace USA, 1930 Harrison Street, Suite 603, Hollywood, Florida 33020, and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by InPeace. The Client hereby consents to receiving electronic communications from InPeace. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Application or Services. The Client agrees that any notices, agreements, disclosures, or other communications that InPeace sends to the Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
• Entire Agreement. This Terms of Service, including the Order, constitutes the entire understanding between the parties with respect to the subject matter of this Terms of Service and supersedes all other agreements, whether written or oral, between the parties.
• Modification. InPeace may, at its own discretion, and without advance notice, modify this Terms of Service or change, suspend, discontinue, impose limits or restrict access to any aspect of the Service (as defined below) at any time. Notification of such changes will be posted through the Service. If the Client disagrees with the modifications, the Client’s only recourse is to discontinue use of the Service. By continuing to access or use the Service after InPeace has posted a modification, the Client is indicating that the Client agrees to be bound by the modified Terms of Service.
• Severability. If any term of this Terms of Service is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term of this Terms of Service or invalidate or render unenforceable any such term in any other jurisdiction.
• Relationship of Parties. The parties intend to be independent contractors.
• Governing Law. Florida law governs all adversarial proceedings brought by one party against the other party arising out of this Terms of Service.
• Jurisdiction and Venue. Any disputeinvolving the interpretation or application of any provision of this Terms of Service shall be submitted to binding arbitration in Broward County, Florida, in accordance with the rules of the American Arbitration Association (“AAA”).  In the event there is any litigation relating to this paragraph requiring arbitration or any other matter that is found not to be subject to arbitration, then the parties irrevocably agree that jurisdiction and venue in any such lawsuit shall lie in the state and federal courts of Broward County, Florida and the parties irrevocably agree that venue would be proper in such court and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action.
• Arbitration. All disputes, claims, or controversies arising out of or relating to this Terms of Service that are not resolved by mutual agreement will be resolved solely and exclusively by binding arbitration to be conducted before the AAA. The arbitration is to be conducted in accordance with the Commercial Arbitration Rules of the AAA. The arbitration will be held in Broward County, Florida, before a single arbitrator, whom the parties shall jointly select. If the parties are unable to agree upon the arbitrator, either party may request the AAA to select the arbitrator. Each party will pay an equal share of the fees and expenses of the arbitrator and the arbitration fees and expenses of the AAA. Notwithstanding the foregoing to the contrary, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. All claims and disputes arising out of this Terms of Service or the Application must be arbitrated or litigated, as applicable, on an individual basis and not on a class basis, and claims of more than one customer cannot be arbitrated or litigated, as applicable, jointly or consolidated with those of any other customer.
• Waiver. No waiver under this Terms of Service will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.
• Survival. The rights and obligations of the parties set forth in the sections regarding intellectual property, confidential information, representations and warranties, indemnification, limitation of liability, miscellaneous, and any right or obligation of the parties in this Terms of Service which, by its nature, should survive termination or expiration of this Terms of Service, will survive any such termination or expiration of this Terms of Service.