These Mount Apps Terms and Conditions ("Agreement") govern the Mount Apps Software-as-a-Service ("SaaS") relationship between TopSoft UG (hereinafter referred to as the "Provider" or "We", "Us". "Our") and any individual or entity that has entered into a white label reseller arrangement with the Provider, through acceptance of these Terms via electronic means (hereinafter referred to as the "AGENT" or "You").
By entering into this Agreement, you confirm that it is legally authorized to act on behalf of yourself or the business you represent, and agrees to comply with all terms set forth herein. We and You shall be referred to individually as a "Party" and collectively as the "Parties"
1. "Business Day" shall mean any day which is not a Saturday, Sunday or public holiday "Confidential Information" shall mean information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in clause 11 of this agreement.
2. "Software as a Services (SaaS)" shall mean the Software services provided by us to you under this Agreement
3. "Software" shall mean online software application provided as a part of the services.
4. "Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
1. In accordance with the Terms and conditions set forth in this agreement, we grant you a Non-exclusive, non-transferable and limited license to promote the services of the Software to its clients and other potential buyers, at its own expense and using its own efforts with its own sales force.
2. You hereby accept and agree that you shall not have the right to sublicense the Software to the clients unless it is resold to the client in accordance with the set terms and conditions.
3. That you hereby accept that we retain the original ownership of the Software, and you are only granted a limited license to use, rebrand and resell the software services. The name, trademark, trade name, trade dress, designs and logos of our (the "Marks") shall not appear on the Software and you may use a new name for the software to rebrand and resell the services.
4. That you shall adhere to the guidelines provided by us to rebrand the software. These guidelines shall include the logo quality, design elements and placement of the logo so as to maintain the software consistency and shall use the software solely for the purpose of SaaS product that will offer other businesses (especially marketing agencies) to provide a SaaS platform to their customer base.
1. That you are authorized to offer the Mount Apps platform to your customers. All technology, code, updates, and maintenance are the sole responsibility of ours and hosted on your servers.
1. That you are permitted to rebrand the Software under its own trade name and identity. All rebranding activities must strictly adhere to the branding guidelines provided by us, which may include specifications regarding the use of logos, color schemes, design elements, and marketing collateral.
2. Any Branding or customization made by you must be approved by us in writing before the Mount Apps Platform is made available to End Users. We reserve the right to reject any branding or customization that, in its sole discretion, is inconsistent with the quality or reputation of Licensor's product
1. That you shall provide us with all necessary co-operation in relation to this Agreement and must comply with all applicable laws and regulations with respect to its activities under this Agreement;
2. That you shall obtain and maintain all necessary licenses, consents, and permissions necessary for you, your contractors and agents to perform their obligations under this agreement.
3. That you shall maintain high marketing and promoting standards that are appropriate and perform adhering to industry best practices.
4. That you shall not access, store, distribute or transmit any Viruses, or any material during the course of the use of the Software that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity;
5. That you shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Software and Documentation in order to build a product or service which competes with the Software and/or the Documentation to third parties.
6. That you shall take reasonable steps to prevent unauthorized access to the software, including without limitation by protecting its passwords and other log-in information. You shall notify the agent immediately of any known or suspected unauthorized use of the software or breach of its security and shall use best efforts to stop said breach.
7. That you will not use the services in any manner that violates any data protection statute, regulation or any other similar law.
8. Distribute or Sublicense the Mount Apps platform to third parties other than End Users as permitted under this Agreement
9. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithms or methodology to access, acquire, copy or monitor the Services for any purpose except that you may monitor whether the Services is operational and provide internal alerts regarding the same
10. The Services may be temporarily limited, interrupted, or curtailed due to maintenance, repair, modifications, upgrades or relocation. We shall attempt to notify the Customer of scheduled and unscheduled network outages that are expected to last more than 2 hours and that may affect the Services. That you shall be entitled to change the Services during the Term, provided that you will not materially reduce the capabilities provided by the Services.
11. That you are not permitted to publish or offer integrations (e.g., through third-party marketplaces such as Wix, WordPress, Webflow, Framer or similar platforms) unless a written confirmation has been obtained from us. Furthermore, you are solely responsible for providing customer support and managing its direct relationship with its end users.
12. That you are not permitted to mention Smartarget and/or use any type of campaign that will target the keyword 'Smartarget' or any spelling mistake.
1. We undertake that the software will perform substantially in accordance with documentation and with reasonable skill and care.
2. We do not warrant that your use of the Software will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and we acknowledge that the Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3. This agreement shall not prevent us from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
4. We warrant that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.
1. The SaaS service shall be provided on a monthly subscription basis. The monthly fee and pricing structure shall be subject to periodic updates by us, which will be communicated at least 30 days in advance.
2. Refunds shall be provided only for the first payment if requested within 14 days from the payment date. After this period, no refunds shall be permitted.
3. In the event of late payment, we reserve the right to block the account until such payment is received in full.
4. If any payment dispute arises, the we reserve the right to close the affected account and permanently delete all data associated with the account. Furthermore, we may refuse to offer services to that customer in the future.
5. That you shall have the access of the software only after the payment of all fees and charges due under the Agreement. In the event that you fail to timely pay any fees or charges when due, we at our discretion, may suspend or terminate any Software services of yours.
6. Fees, rates or charges charged by you to the Client or to any potential buyers for the Services shall be determined solely by you. We shall have no authority or responsibility to determine such fees or other amounts, and we shall have no responsibility for billing or collecting such fees or any other amounts from Clients. You are solely responsible for payment to us for the software.
1. We shall provide basic technical support to you during the term of this agreement. Basic technical support includes assistance with Software configuration, resolving technical issues related to Software access and functionality, and addressing any Software-related queries from you.
2. Any bugs or defects in the Software that materially affect functionality will be addressed and resolved by us within one month of identification.
3. We will respond to technical support queries within 24 hours during normal business days.
4. We shall maintain, update, and secure the Software on its servers. Scheduled maintenance and unscheduled outages will be communicated to you as soon as reasonably possible.
5. That you agree to cooperate with the us and provide necessary information and access as required to diagnose and resolve Software-related technical issues. We shall also make reasonable efforts to promptly respond to technical support requests initiated by you within a reasonable timeframe.
6. We are responsible for maintaining and updating the software, and security measures on their operating systems. We shall not be held responsible for any issues arising from your failure to perform such maintenance.
1. Confidential Information shall not include any information that:
1. is or becomes generally known to the public without either Party's breach of any obligation owed to the other Party;
2. was independently developed by a Party without other Party's breach of any obligation owed to that Party; or
3. is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not:
1. use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or
2. disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
1. We retain all rights, title, and interest, including all intellectual property rights, in and to the software, platform, services, documentation, updates, enhancements, branding assets, and any other materials provided under this Agreement (collectively, the "Provider Materials"). No rights, except those expressly granted herein, are transferred to you.
2. That you may rebrand the software and services as permitted under this Agreement, provided that such rebranding adheres to our branding guidelines and does not misrepresent the origin of the software. No implied licenses or rights are granted under this Agreement, and all goodwill arising from the use of the Provider Materials shall inure solely to the benefit of ours
3. If any third party asserts a claim of intellectual property infringement concerning the software, we may, at its sole discretion, modify, replace, or obtain the necessary rights for continued use of the software. Upon termination of this Agreement, that you must immediately cease all use of the Provider Materials and return or destroy any copies in your possession. The provisions of this clause shall survive the termination or expiration of this Agreement.
1. Either party may terminate this Agreement for material breach on 30 days written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
2. this Agreement provides a specific date or period for performance of the obligation breached; or
3. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
4. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
5. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
1. Indemnification by the Provider : If a third party makes a claim against you that the Software infringes any patent, copyright or trademark, or misappropriates any trade secret, or that the our negligence or willful misconduct has caused bodily injury or death, we shall defend you and your directors, officers and employees against the claim at the our expense and the we shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the us, to the extent arising from the claim.
2. Your Indemnification : If a third party makes a claim against us that you or your clients infringe any patent, copyright or trademark, or misappropriate any trade secret, then you shall defend us and our directors, officers and employees against the claim at the your expense and the you shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by you, to the extent arising from the claim.
1. Under no circumstances we will, or our Affiliates be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Service, including but not limited to reliance on any information obtained from Service; or that result from mistakes, omissions, interruptions, deletion of files or e-mail, loss of or damage to data, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not limited to act of god, communication failure, theft, destruction or unauthorized access to the our records, programs or services.
2. In no event shall we be responsible for any claimed damages, whether direct, indirect, incidental, or consequential, arising out of the use or inability to use the Software.
1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of GERMANY, without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be Berlin, Germany.
3. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of GERMANY
2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner:
1. By direct negotiations between you and us
2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at Germnay which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
1. Both Parties agree to comply with all applicable data protection laws, including GDPR. For data protection or privacy-related inquiries, customers may contact us via email at [email protected]
2. We shall implement and maintain appropriate technical and organizational measures to protect personal data processed on behalf of the You.
1. We agree to deliver the Software and related services to you in accordance with the service levels set forth herein. We shall use commercially reasonable efforts to ensure that the Software is available and operational with a minimum uptime of 99.5% measured on a monthly basis, excluding periods of scheduled maintenance and instances where circumstances beyond our control apply.
2. We shall maintain the availability and functionality of the Software at all times, except under the following circumstances:
1. Scheduled maintenance, which will be communicated to the Customer with at least 24 hours' notice;
2. Emergency maintenance required to address critical security or performance issues;
3. Downtime caused by force majeure events, third-party service failures, or Customer's improper use of the Software.
3. We shall provide technical support during business hours 8am-5pm. Support requests will be categorized based on severity. Major updates or feature releases will be communicated in advance, and any necessary downtime for implementation will be scheduled to minimize disruption.
1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party.
2. Either party may change its email address for notices and other communications upon notice to the other party in the manner aforesaid.
1. The Parties acknowledge and agree that their relationship under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between you and us. Neither Party shall have the authority to bind, act on behalf of, or represent the other Party in any manner unless expressly authorized in writing.
2. Each Party shall be solely responsible for its own business operations, expenses, and obligations, including compliance with applicable laws and regulations. You shall operate independently in branding and marketing the Mount Apps, provided it adheres to the terms of this Agreement. We shall remain the sole owner of the Software and services, with you acting solely as a reseller under the agreed Mount Apps framework.
3. Nothing in this Agreement shall be deemed to create an exclusive relationship between the Parties, and both Parties retain the right to engage in similar business arrangements with other entities. Any use of the other Party's name, logo, or proprietary materials beyond the scope permitted herein shall require prior written approval.
1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English.
3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.
5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
6. Amendments and Assignments: Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
Certain apps, including but not limited to the Contact Form, may send email notifications to the User using the email address [email protected]
8.1 The Provider is not responsible for any undelivered emails and does not guarantee successful delivery.
8.2 The Provider will not supply any statistics or delivery logs related to these emails.
8.4 The Provider reserves the right to charge the Agency for email usage based on the volume of emails sent from the Provider’s email server.
8.5 The Agency may opt to use its own email server for sending notifications by following the setup instructions provided by the Provider.
1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.
2. IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.