Strictly Confidential Whitelabel Reseller Agreement This Reseller Agreement (the "Agreement") is entered into by and between you ("Reseller") and AppInst Ltd ("Company"), to govern the respective rights and obligations of Company and Reseller with regard to Reseller's usage and reselling of the Company's Smartphone App design and creation product, Business App Builder CMS ("Product") via a Hosted Private Label to Reseller customers ("End Users"). This Agreement will effectively bind Reseller upon Reseller's completion of the Application Form by signing, or digitally signing and sending to [email protected] I. RESALE OF PRODUCT 1. License to Resell. By completing the Reseller Application form the Reseller applies for a limited, nonexclusive, non-transferable, revocable, license to market, resell, and distribute the Product in accordance with the terms hereunder. (a) The Product offers but is not limited to App design, creation and content management solutions with integrated hosting. (b) Reseller may also offer End Users any additional services ("Value Added Services") as add-ons or in bundle together with the Product. (c) Reseller may also resell custom app design services offered by the Company and not included with the Product ("Custom Projects") The Company may request additional information in order to make a decision for granting the License and may or may not grant the License at its sole discretion. The license shall be considered granted and effective as of the date of delivery by electronic mail of the Reseller Private Label setup of the Product ("License Effective Date") 2. Reseller Setup For the purposes of resale the Company shall provide reseller with a Hosted Private Label set up of the Product ("Reseller Setup") which includes: (a) Reseller website portal which allows Reseller to market the Product and sign up End Users. The reseller portal is delivered with sample content which may be changed by request from the reseller, and the complete functionality necessary for providing End Users sign up and access to sites. (b) Access for Reseller and Reseller End Users to all public features and designs of the Product, fully branded with Reseller's brand and available under Reseller's domain. (c) Reseller Admin Area with ability to manage End User accounts and service packages. For an additional fee, the Company will deliver Professional Setup of the Reseller website portal which includes: full design and content setup for the reseller website portal, configuration of paid plans, custom sign-up options or signup wizards and training sessions. 3. Delivery Terms. The company will deliver the Reseller Setup to Reseller within 7 business days from Reseller's payment of the first monthly Reseller Fee. Professional Setup will be delivered within 10 business days from Reseller's payment of the first monthly reseller fee and the setup fee, given the Reseller has supplied the needed information for setting up recurring payments. 4. Amendment of Product Services. The Company may, at its sole discretion, add to, modify, or remove any of AppInst Ltd 1 Company Number: 7881464 the Product features included in the Private Label setup of the Reseller as long as these are a part of or affect the Product functionality as a whole. II. PAYMENT & BILLING 1. Reseller Fees. Starting from the License Effective Date the Company will begin charging to Reseller a monthly fee per submitted App on the Reseller account ("Reseller Fee") according to the current rates and minimum number of billable accounts listed on “Fees & Revenue schedule ” appendix. All fees may be subject to change at the Company's sole discretion. If Company makes any change to the Fees, then Company shall, at least 30 (thirty) days prior to such change, send Reseller a notice by electronic mail that the Prices have been changed (“Pricing Notice”). 2. Payment Terms and Obligations. The Company shall send an electronic invoice for the Reseller Fee to Reseller by the 10th each month for the current month. Reseller Fee shall be calculated based on the different types of accounts at the time of preparation of Invoice as specified in Section II, Point 1. Reseller Fees above. Reseller shall pay to Company the Reseller Fees billed in the Invoice via the method(s) and within the terms specified therein. (a) All past-due invoices will be subject to a late fee of 2% per month. (b) Once an invoice has been past-due for more than 15 calendar days, AppInst will suspend access to the Admin view for all sites under the delinquent Reseller account. Access to the Public view of these sites will remain active. (c) Once an invoice has been past-due for more than 45 calendar days, AppInst will discontinue the delinquent Reseller account and offer all end users to migrate their sites to another reseller. 3. End User Billing. The Reseller is responsible to ensure provision of billing support to each of the End Users procured by Reseller. The Company is not responsible for billing Reseller End Users unless specifically agreed otherwise with Reseller. III. OTHER OBLIGATIONS OF RESELLER 1. Good Faith. Reseller shall use good faith and commercially reasonable business practices to market, resell, and distribute the Product. 2. Contact Information. Reseller shall provide the Company with complete and accurate contact information of Reseller and shall ensure that such information is updated and kept current at all times. 3. Illegal Activity & Abuse. Reseller shall not use the Product in a manner that is, or potentially is, illegal, a legal risk to Company, generally objectionable in the Internet community, or degrading to the quality, goodwill, reputation, or provision of the Product. Without limiting any other term of this Agreement, breach of this section shall constitute a material breach of this Agreement. IV. SUPPORT TERMS 1. Product Services Upgrades. The Company shall regularly upgrade the Reseller Setup to latest versions of the Product software containing new features and fixes at intervals defined at Company's sole discretion. All requests for technical support should be submitted to Company's email address: [email protected] with detailed description of the problem. The Company shall attempt to process all such requests within 1 (one) business day and urgent issues within 2-4 hours. The Company is not AppInst Ltd 2 Company Number: 7881464 responsible to provide free support on issues caused to Reseller Hosted Private Label or the apps residing on it resulting from integration of third-party tools or unauthorized changes to Product functions. V. INTELLECTUAL PROPERTY RIGHTS AND END-USER DATA 1. Intellectual Property Rights. The Reseller acknowledges that Product name, ownership rights, copyright, patents or intellectual property rights of whatever nature related to the Product shall remain vested solely in the Company. Reseller shall not, at any time during or after the expiration or termination of this Agreement, assert or claim any interest in, or do anything that may adversely affect the validity of, the Company's Intellectual Property. Both Reseller and Company shall at all times retain sole and exclusive right, title and ownership in and to all of its own intellectual property and other Proprietary Materials. 2. End User Data. An End User shall remain at all times the customer of Reseller unless the End User subscribes for the Product under AppInst.co.uk or otherwise approaches the Company without any solicitation from the Company. The Company shall not reveal Reseller's status as such to Reseller End Customers except with the explicit agreement of Reseller. VI. WARRANTY AND LIMITATION OF LIABILITY 1. Warranty Disclaimer. Except as expressly provided in this Agreement, the Company makes no warranty of any kind, either express or implied, regarding the quality, accuracy, or reliability of the Product. The Company provides the Product “as is” and specifically disclaims all warranties of merchantability and fitness for a particular purpose. Reseller understands, acknowledges, and agrees that it shall use and resell the Product at Reseller’s sole risk. 2. Limitation of Liability. The Company shall be under no liability in respect of any defect arising from willful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether verbal or in writing), misuse or alteration of the Product without Company's approval. Any liability of the Company for direct or consequential loss or damage resulting from the Product delivered or the use thereof shall be excluded. 3. Indemnification. The Company shall indemnify the Reseller against all third-party claims of infringement of patents, copyright, moral rights, trademarks or other intellectual property rights (including those arising under any license) arising from lawful exercise of the rights of the Reseller granted under this Agreement, except from instances when the infringement is attributable to changes in the Product (or any part thereof) performed by the Reseller. VII. TERM AND TERMINATION 1. Term. This Agreement is valid for 1 (one) month from the License Effective Date and will be considered automatically renewed with each month unless a non-renewal notice is submitted by either party not less than 30 calendar days prior to the expiration of the Term. 2. Termination. (a) Either Party may terminate this Agreement under the following circumstances: - Upon electronic mail notice to the other Party of non-renewal not - If a Party breaches this Agreement and such breach is not cured within 30 calendar days of the breaching Party receiving from the non-breaching Party a notice to cure such breach; AppInst Ltd 3 Company Number: 7881464 (b) The Company may immediately terminate this Agreement if: - Reseller fails to provide payment on Reseller Fee invoice which is past-due for more than 45 calendar days - Reseller uses the Product for, or otherwise engages in, any activity that is actually or potentially illegal; a legal risk to Company, generally and materially considered objectionable in the Internet community; or otherwise deemed by Company (at its sole commercially reasonable discretion) to be material abuse of the Product. 3. Effect. Upon expiration or termination of this Agreement: (a) Reseller shall immediately cease all activities related in any way to this Agreement, including, but not limited to, marketing, selling or distributing the Product. (b) All End Users that have signed up through Reseller will be offered to migrate to Company's official Product installation at AppInst.co.uk with Reseller entitled to a standard Affiliate fee per billable account only if termination of Agreement is by mutual agreement and not due to material or other breach of Agreement. VIII. MISCELLANEOUS 1. Severability. If any portion of this Agreement is held to be unenforceable, the remainder of this Agreement will remain valid. 2. Governing Law. This Agreement is to be construed in accordance with and governed by the laws of the United Kingdom. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom. IX. FEES & REVENUE SCHEDULE The Whitelabel Reseller Programme Fee is £100 per month and includes: ! ! ! ! ! Build unlimited Apps Submit unlimited Apps to Android Submit upto 10 new Apps per month to Apple AppStore Your own branded App Building CMS platform Frontend Sales website (eg http://appinstitution.com) If you sell additional services with your App, such as Push Notifications, or if you prefer not to build the Apps, we offer discount on our 'RRP'. For any Custom Projects referred we pay a commission on the total project cost net of VAT. App Build Service Push Notifications AppStore Submission Custom Projects Commission RRP £497 £25 p/m £30 - 1 – 10 Apps £250 £20 p/m included 10% 10+ Apps £225 £15 p/m £20 15% 100+ Apps £200 £10 p/m £15 20% There is no lock-in period for the whitelabel programme, you can cancel at any time. If you do choose to cancel any apps sold will still continue to function, but the client will need to access the CMS via the AppInstitute website instead. AppInst Ltd 4 Company Number: 7881464 Signature……………………………………………. Name…………………………….…….. Duly authorised for and on behalf of The Reseller Date: Signature……………………………………………. Name….....IAN NAYLOR………….. Duly authorised for and on behalf of AppInst Ltd AppInst Ltd 5 Company Number: 7881464 CREDIT CARD AUTHORISATION CUSTOMER CREDIT CARDHOLDER INFORMATION NAME ON CREDIT CARD TYPE OF CREDIT CARD " VISA " MASTERCARD TYPE OF ACCOUNT " PERSONAL COMPANY NAME CARD NUMBER CCV BILLING ADDRESS CITY PHONE " OTHER " BUSINESS EXPIRATION DATE COUNTY EMAIL POSTCODE AUTHORISATION £100.00 (Includes tech support, 24/7 back office, 10 Apple submissions per AUTHORISED month, and full whitelabel solution) Additional charges apply as per IX. FEES & REVENUE SCHEDULE MONTHLY RECURRING AMOUNT* Client Initials________ DATES OF CHARGES Monthly fees start the day of agreement acceptance, then monthly thereafter until cancelled. PURPOSE OF AUTHORISATION AND CARD USE TO COMPLETE YOUR ORDER AND BEGIN SETUP OF YOUR WHITELABEL, PLEASE COMPLETE THE AGREEMENT AND CREDIT CARD AUTHOURISATION FORMS AND EMAIL BACK TO: I certify that I am the authorised holder and signer of the credit card referenced above. I certify that all information above is complete and accurate. I hereby authorise collection of payment for all charges as indicated above. EMAIL: [email protected] CARDHOLDER NAME SIGNATURE AppInst Ltd DATE 6 Company Number: 7881464