MevoLife License Agreement

LICENSE AGREEMENT
Outline
1. DISCLAIMER TO THE LICENSEE
2. TERMS AND DEFINITIONS
3. PURPOSE OF THE LICENSE AGREEMENT
4. GRANT OF LICENSE
5. PLATFORM LICENSING AND COMPENSATION
6. INTELLECTUAL PROPERTY
7. LICENSEE’S OBLIGATIONS
8. CONFIDENTIALITY
9. WARRANTIES AND INDEMNIFICATION
10. PLATFORM SUPPORT
11. TERM AND TERMINATION
12. ACKNOWLEDGEMENT AND WARRANTY LIMITATIONS
13. NO ASSIGNMENT OF INTELLECTUAL PROPERTY
14. THIRD-PARTY COMPONENTS
15. MISCELLANEOUS

LICENSE AGREEMENT

Last updated: March 27, 2024

Version No. 1.0

This License Agreement (hereinafter referred to as “License Agreement”) is entered into as of the date of accepting this Agreement by the Licensee by accepting electronically (hereinafter referred to as the “Effective Date”) by and between APEX SYNERGIES DMCC, registered and acting according to the applicable legislation of the United Arab Emirates, with the principal place of business at Unit No: RET-R5-074 Retail R5 - Jumeirah Lake Towers - Dubai - United Arab Emirates, hereinafter referred to as the “Licensor”, on the one hand, and

The legal entity or the individual who has accepted this License Agreement of the Platform, hereinafter referred to as the “Licensee”, “You” or “User”, on the other hand, hereinafter collectively referred to as the “Parties” and each separately referred to as “Party”, acting voluntarily and fully realizing the meaning and consequences of their acts, have entered into this Agreement.

When You access and/or use the Website, Platform, and Platform Services (together, “MevoLife”, “we”, “our”, “us”, or the “Company”) available at and/or through the Website or Platform Services via any of its Domains, including but not limited to content, functionality, products, and any other interactions and engagements, collectively the (“Platform Services”), you agree to the terms of this agreement. So please read these Terms carefully.

“You” or “your(s)” or “their” shall mean the User(s) or the “Licensee” of the Platform who view, access, use or utilize any of the Platform Services in any way via any medium.

The terms of this License Agreement (together with the documents referred to in it) set out the conditions on which you access and/or make use of mevolife.com, its Domains, subdomains, and any associated domains and mobile applications.

This License Agreement, the Terms and Conditions (the “Terms”), the Commercial Sales Terms, the Privacy Policy, and Data Processing Agreement govern the User(s) use of the Platform and Platform Services.

1. DISCLAIMER TO THE LICENSEE

The License Agreement is a legal agreement between the Licensor and all parties which are accessing and using the Licensor’s Platform and the Platform Services.

By accessing and using the Platform and Platform Services, you agree to be bound by the terms of this License Agreement, the Terms and Conditions (the “Terms”), the Commercial Sales Terms, the Privacy Policy, and Data Processing Agreement of the Platform. If you do not agree to the provisions of this License Agreement, do not access, use, distribute in any manner, or replicate in any manner any part, file, or portion of the Platform or Platform Services.

For the purpose of this License Agreement, wherever the term “Platform” is mentioned, it will also include the “Platform Services” in its meaning, and wherever the term “Platform Services” is mentioned, it will also include the “Platform” in its meaning.

WHEREAS, the Platform and Platform Services are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties. The Software is licensed, not sold,

WHEREAS, You are notified that the Licensor owns the Platform (Intellectual Property) and has the right to issue this License Agreement to authorize other parties to use its Platform and Platform Services,

NOW, THEREFORE, the Parties hereto agree as follows:

2. TERMS AND DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

“Account” shall mean a unique account created for the Customer(s) to access the Platform and the Platform Service or parts of the Services, whether for access, purchase, use, or any utilization thereof.

“Affiliate” shall mean an entity whose control is controlled by or is under common control with a party, whereas “control” means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for the election of directors or other managing authority.

“Approved Gateway” means any PSP payment provider linked Gateway that is approved and allowed by the Company to be integrated and/or connected to its Platform.

“Brand” shall mean the trademark - “MevoLife” and other associated copyrights, trademarks, registrations, and other Intellectual Property Rights for the name under which the Сompany markets and operates its Platform Services and Products worldwide. The Company certifies that the Company has the full authority and power to use the Intellectual Property from the Company’s licensors.

“Client” shall mean an individual or legal entity seeking the Product(s) from the Merchant via the Platform or Platform Services.

“Company Gateway” shall mean the Company's payment receivable method for the purchase amounts from Customer(s) for the SaaS Products using the Company's PSP payment provider account.

“Content” shall mean content such as text, images, or other information that can be posted, uploaded, linked to, or otherwise made available by the User(s), regardless of the form of that content.

“Customer” shall mean an individual or legal entity, and with a combined reference to the Merchant and the Client of the Platform or Platform Services.

“Device” shall mean any device that can access the Service, such as a computer, a smartphone, a digital tablet, or any other format that can access the Platform Services whether natively or via web.

“Distributor” shall mean any party authorized by the Company to provide the Platform Services in accordance with the terms and conditions of this Agreement.

“Domains” shall mean the domains, including the sub-domains and any associated domains and subdomains, of any party or its associated parties.

“Effective Date” means the date of execution of this Agreement.

“Intellectual Property Rights” means all intellectual property rights anywhere in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, and these Intellectual Property Rights include copyright and related rights, database rights, confidential information trade secrets, know-how, business names, trade names, trademarks, service mark passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs.

“License” means the limited right to access and use the Platform or Platform Services granted by the Licensor to the Licensee for a specific period of time, limited number of users, at the Licensee’s location and on a limited number of devices, and other conditions set in the License Agreement and Terms.

“License Agreement” means a written agreement for the License between “Licensor” and the User(s) (hereinafter referred to as the “Licensee”) to access and use the Platform and Platform Services and in accordance with the conditions set in the License Agreement and Terms.

“Licensee” shall mean any party authorized by the Licensor to use the Platform Services and who has direct or indirect access to the Platform or Platform Services.

“Licensor” shall mean APEX SYNERGIES DMCC, a company incorporated under the laws of the United Arab Emirates.

“Marketplace” shall mean the ability provided by the Platform or Platform Services to the Client(s) to discover, connect, and buy the Product(s) of the Merchant(s) via the Platform or Platform Services, using any Authorized Gateway.

“Merchant” or “Seller” shall mean the suppliers in the field of professional fitness, whether an individual (trainers, coaches, nutritionists), or a legal entity (gyms, health clubs), and other sellers of the “Product(s)”.

“Merchant Gateway” shall mean the Merchant’s payment receivable account on the Platform, where the Merchant can get the purchase amounts of Product(s) payments directly from the Client(s) through the Merchant’s own PSP. The Merchant Gateway must comply with the “Authorized Gateway(s)” of the Company, and must be integrated into the Platform, and the Merchant's Gateway Account must be connected, set up, and activated on the Platform.

“Mobile Applications” or “Mobile Apps” shall mean any apps developed by the Company for User(s) mobile access, computing, or usage of related Platform Services over mobile phone handsets, or other mobility-related devices such as tablets.

“Platform” shall mean the overarching digital space that resides on top of the software or the technology provided by the Company, which is accessed by the User(s) and is interconnected with various services, including the ones provided and activated by the Company, its affiliates, associates, partners, distributors, service providers, or third parties, or on behalf of the licensor to facilitate the performance of all Content, information, functionality, purchases, subscription, sales, services and support towards the User(s). The Platform encompasses Website, Software, Mobile Apps, SaaS, SaaS Product(s), Product(s), White Label Product(s), Gateway(s), services, Marketplace, and all other elements that are accessible, usable, or operational for User(s) both online and offline, seeking to utilize any provided services. Wherever ‘Platform’ is mentioned, it shall infer to and include the ‘Platform Services’ as part of and within its meaning.

“Platform Gateway” shall mean the payment receivable method for the purchase amounts or the Product(s) from the Client(s) through the Platform’s PSP. The Merchant(s) can use the Platform’s Gateway if the Merchant(s) does (do) not have the Merchant’s Gateway.

“Platform Services” shall mean any access, making use of, and/or utilization of the Website, Platform, Software, Mobile Apps, other services, and any other engagements available at and/or through the Website or the Platform, including but not limited to mevolife.com, its domains or subdomains, and/or the domains of any affiliates, distributors, service providers, third-party services, integrated services, and mobile applications by the User(s). Wherever ‘Platform Services’ is mentioned, it shall infer to and include the ‘Platform’ as part of and within its meaning.

“Platform Support” means any potential support provided to the Customer(s) of the Platform or Platform Services, such as help and support provided over online or other mediums, service packs, and/or new Platform versions if and when made available by the Licensor.

“Product” shall mean any Goods and Services (including Digital Goods & Services, and Physical Products) on the Platform or Platform Services that are fitness-related, or under any other approved product categories over the Platform, for sale or sold via any Approved Gateway.

“SaaS” or “SaaS Platform” shall mean the ‘Software-as-a-Service’, which is part of the Software and sold in such a model that is mainly made available for access via online medium, web, and mobile apps and includes various SaaS Products.

“SaaS Product” shall mean the SaaS Platform feature sets that are divided into various “Plans” and “Add-Ons”, including associated Platform Services. These Plans and Add-Ons may be available as free trials and/or purchased at various price points on subscription or one-time/usage-based payment models for access, usage, and utilization by the Customer(s). SaaS Product(s) shall also include White Label Product(s) that are sold as Plans and/or Add-Ons, unless there is a separate agreement that sets forth the specific terms and conditions thereof acceptable to the Company. That agreement (the “White Label Service Level Agreement”) will also incorporate these Terms as well as certain mandatory additional terms.

“Software” shall mean the application programs, including but not limited to any object code and updates, hosting, maintenance and support applications and materials, functional and technical specification described, whether online or offline, Admin Apps - Web and App-based Content Management System (CMS), including all current and future systems, modules and features; the Brand Website and App; White Label Product(s); Marketplace Website and App.

“User” shall mean any individual or legal entity who views, accesses, uses, or utilizes the Website, the Platform, or the Platform Services, and with a combined reference to the Customer(s) and the Visitor(s).

“Visitor” shall mean any user who visits, views, accesses, or makes use or utilization of any Platform Service, whether direct or via any intermediary, and who may or may not have an Account on the Platform. It shall also include any person/entity who is not directly covered under the existing definition of the Customer(s), and who may be associated with the Company or the Customer(s), Distributors, Partners, Affiliates, Employees, Corporate Clients, or any other associated or un-associated or un-identified person/entity.

“Website” shall mean the domain - mevolife.com, its subdomains, and/or any affiliates, distributors, service providers, or third-party services and/or integrated domains and subdomains, and mobile applications.

“White Label Product” or “White Labeled Product” shall mean those generic and readymade client-facing products that are specifically made available by the Company to be allowed for rebranding by the Merchant and maintain the Merchant’s brand identity on them - “White Label Website” and “White Label Mobile Apps”, but utilizes the rest of the Platform and interconnected Platform Services that are for Merchant's access and use only.

3. PURPOSE OF THE LICENSE AGREEMENT

a. Subject to the terms of this Agreement, including the Terms and Conditions (the “Terms”), the Commercial Sales Terms, the Privacy Policy, the Company grants to You a limited, non-exclusive license to access and use the Platform and Platform Services. Except for the rights and licenses granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
b. The Licensee may not translate or modify the Platform or incorporate it into other software without the Licensor's permission. The Licensee may not transfer or sublicense the Platform to any third party, in whole or in part, in any form, whether modified or unmodified.
c. The Licensor shall grant the Licensee the Platform License(s) under the terms and conditions set forth in this License Agreement.
d. By using the Platform, the Licensee confirms that the Licensee has read and understood the License Agreement and agreed to its terms and conditions.
e. The License Agreement shall have the effect of the Platform usage by the Licensee(s).

4. GRANT OF LICENSE

4.1 The Company grants to Licensee a nonexclusive, and nontransferable license to access and utilize the Platform to provide the Licensee’s Product(s) to Client(s) in the manner described in this License Agreement.

5. PLATFORM LICENSING AND COMPENSATION

5.1 Scope the License Features

(i) The Licensor allows implementation of the “Approved Gateway” of the Merchant or Distributor on the Platform.

(ii) The Merchant has the right to implement the Merchant Gateway to the Platform for the purpose of receiving payments from the Client(s).

5.2 Term of the Platform Licenses

(i) The applicable term for the License shall depend on a number of factors according to the Terms, depending on the type of usage, level and type of interaction, service type, commerce medium, and the User accessing and/or using the Platform Services.

6. INTELLECTUAL PROPERTY

The Platform is protected by international law on intellectual property, including copyright.

The Licensor shares the Platform based on the Distribution License Agreement. The owner of the Platform and first licensor is APEX SYNERGIES DMCC, a company incorporated under the Laws of the United Arab Emirates, with a principal place of business at Unit No: RET-R5-074 Retail R5 - Jumeirah Lake Towers - Dubai - United Arab Emirates.

Title to the Platform and any related documentation shall remain with the Licensor or the Licensor’s official representatives as per relevant agreements. The Licensee acknowledges the title to the Platform, its updates or customizations, if any, and the Platform documentation remains with the Licensor. The Licensee shall have no rights to the Platform except as provided in this License Agreement.

Title to any other software with which the Platform may interact (including database management systems, etc.) shall remain with its respective owner, subject to the conditions of relevant license agreements.

If the Platform contains any materials, interfaces, logos, designs, products, or something else that is not the intellectual property of the Licensor and the Licensor doesn’t have licenses for using it, third party, which means itself as an owner of such materials, interfaces, logos, designs, products or something else, has the right to request to delete its intellectual property from the Platform according to the procedures defined in the Digital Millennium Copyright Act (hereinafter – “DMCA”) and/or Directive (EU) 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC (hereinafter – “EUCD”).

The Licensor has the right to answer such DMCA or EUCD claims according to the rules and regulations of the DMCA and/or EUCD.

7. LICENSEE’S OBLIGATIONS

The Licensee shall:

- Not transfer Licenses except in cases of a merger, acquisition, or sale of the Licensee’s company; any other transfer requires the Licensor’s written consent, which consent shall not be unreasonably withheld.
- Not create or distribute the Platform materials and Platform Content in a manner that is solely intended to discredit the honor, dignity and reputation of the Licensor and the Platform.
- Not reverse engineer or use the Platform, ideas, technology and/or any components to build other software or reconstruct any of its components, except only to the extent expressly permitted by Applicable Law.
- Immediately notify the Licensor if the Licensee becomes aware of any specific unauthorized use or copying of all or any of the Platform or Platform materials.

8. CONFIDENTIALITY

8.1 The Licensee recognizes that the Licensor regards the Platform as its proprietary information and confidential trade secrets of great value.

8.2 The Licensee agrees not to provide or to otherwise make available in any form the Platform materials, or any portion thereof, to any person other than employees and/or contractors of the Licensee without the prior written consent of the Licensor, except as contemplated by this License Agreement.

8.3 The Licensee further agrees to treat the Platform materials with at least the same degree of care as the Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Platform materials.

9. WARRANTIES AND INDEMNIFICATION

9.1 The Licensor warrants to the Licensee that the Licensor has full power, right and authority to grant Licenses.

9.2 The Platform will substantially conform to the documentation provided in relation thereto. If an actual noncompliance with this warranty is reported by Licensee to Licensor, Licensor will repair such feature(s) of the Platform, such that the Platform substantially conforms to the documentation, or provide such remedies towards the feature(s) and/or its documentation(s) so that the Licensee is able to perform the intended purpose of such feature(s). Except as set forth in the supporting documentation for the Platform and as warranted above, the Platform is distributed “as is” and may fail to meet the Licensee’s requirements. The Licensor shall give no warranties and shall have no liability for the consequences of the use or non-use of the Platform, any potential explicit or implicit losses as a result of such use, lost profits, lost revenues and/or any other kind of losses. The Licensor makes no warranties that the functionality of the Platform will fully meet the Licensee’s expectations or that the Platform will operate trouble-free or error-free on the Licensee’s equipment. The Licensor makes no warranties on the performance of the Platform or the Licensee’s ability to use the Platform.

9.3 The Licensee shall bear its own risks and liability for the use of the Platform. The Licensee agrees to indemnify, defend and hold the Licensor, its shareholders, directors, managers, officers, employees, and agents harmless from and against any and all claims, losses, and liability of whatsoever kind or nature, whether to persons or property, including but not limited to attorneys’ fees and costs of defense (collectively, “Losses”) to the extent arising from (a) Licensee’s unreasonable use of the Platform, (b) Licensee’s method or process of doing or conducting business on the Platform where such method or process infringes any intellectual property rights of a third party; (c) Licensee’s material breach of this Agreement. The Licensor agrees to indemnify and hold the Licensee harmless from and against any and all Losses of Licensee relating to allegations that the Platform infringes any valid and enforceable patent, copyright, trade secret or trademark of such third party.

9.4 When purchasing Licenses, the Licensee shall be fully responsible for the payment of all taxes and fees arising at the Licensee’s location.

9.5 The Licensor shall not be responsible for any issues caused by any changes in the Devices or their operating systems or versions, including current and future upgrades.

10. PLATFORM SUPPORT

10.1 The Licensor shall provide the following maintenance and support services, and warrants that it shall provide such services in a manner prevailing in the industry using qualified personnel: (i) correct errors in the Platform in accordance with its technical support and escalation procedures; (ii) provide maintenance and support for the functional enhancements, modifications, extensions, error corrections or bug fixes of the Platform; and (iii) telephone or email assistance with respect to the Platform.

10.2 If the Licensee purchases the License according to the Pricing Plan listed on the Plans and Pricing page of the Website, the User(s) of the Website can buy SaaS Plans and One Time Add-Ons.

10.3 Licensor shall provide platform support services to Clients who buy a Product(s) on (i) MevoLife Website; (ii) MevoLife App; (iii) MevoLife Marketplace; (iv) Seller Website (White Labeled); (v) Seller App (White Labeled); and (vi) Any other medium on Platform Services.

10.4 The Licensor reserves the right to charge the Licensee for new software packages not included in the Licensor’s Platform Support.

10.5 In case of any conflict between the Agreement and any conditions or information on the Licensor’s website, this Agreement shall prevail.

11. TERM AND TERMINATION

11.1 This Agreement shall come into force upon the Effective Date and shall continue until terminated in accordance with its provisions.

11.2 The Licensor may immediately terminate the Agreement by giving the Licensee a notice in writing if the Licensee violates any provisions of this Agreement.

11.3 This Agreement shall continue to be in force until the User(s) terminates the Platform Account, all its obligations and payments are already completed successfully, and the User(s) stops using and accessing the Platform Services completely.

11.4 Licensee may terminate this Agreement upon thirty (45) days prior notice.

12. ACKNOWLEDGEMENT AND WARRANTY LIMITATIONS

a. Subject to provisions described in this agreement, the Licensee acknowledges that complex software is never wholly free from defects, errors, and bugs, and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Platform will be wholly free from defects, errors, and bugs.
b. Subject to provisions described in this agreement, the Licensee acknowledges that complex software is never entirely free from security vulnerabilities; subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Platform will be entirely secure.
c. The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Platform; and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Platform or the use of the Platform by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.
d. The Licensor licenses, and the Licensee accepts the licensed programs “AS IT IS”. The Licensor provides no warranties as to the function or use of the Platform, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. The entire risk as to the quality and performance of the Platform is with the Licensee. The Licensor does not warrant that the function contained in the licensed programs will meet the Licensee's requirements or that the operation of the Platform will be uninterrupted or error-free.

13. NO ASSIGNMENT OF INTELLECTUAL PROPERTY

Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee or from the Licensee to the Licensor.

14. THIRD-PARTY COMPONENTS

a. The Platform may include third-party software components.
b. The Company guarantees that all third-party software components and intellectual property are implemented legally and according to the license agreement or other license terms and conditions.
c. The Company provides a list of third-party components for your analysis and information.

15. MISCELLANEOUS

a. The Licensor may modify the terms and conditions of the Agreement, and the Licensee agrees to comply with the modified terms and conditions if the Licensee continues to use the Platform. The Agreement shall be construed in accordance with the laws of the country of Licensor registration (hereinafter, the “Applicable Law”). If anything in this Agreement is held invalid, all the other terms and conditions hereof shall remain in full force and effect.
b. Any statement of the Licensor’s rights herein shall not prejudice the Licensee’s rights.
c. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.
d. This Agreement sets forth the entire understanding between the parties with respect to the subject matter of this Agreement and merges and supersedes all prior agreements, discussions, and understandings, express or implied, concerning such matter. This Agreement shall take precedence over any additional or conflicting terms which may be contained in the Licensee’s order or the Licensor’s order acknowledgement forms.