White Label Agreement

for disposable.app by hakJav Studios

The terms of this White Label Agreement ("Terms" or "Agreement") cover your use of and access to the disposable.app sites, products, applications, tools and features (collectively, the "Services") provided by hakJav Ltd t/a hakJav Studios [registration no. 11500549] (together with its officers, directors, employees, agents, subsidiaries and affiliates, referred to as "hakJav Studios", "us" or "we"). Our Privacy Policy explains what personal information we collect and how it's used and shared.

By using or accessing the Services, you're agreeing to these Terms and our Privacy Policy on behalf of your organisation ("Organisation"), and represent and warrant that you can do so. If you don't agree to all the terms in this Agreement, you may not use or access the Services.

1. Accounts

1.a. Signing Up: To use the Services, you must register an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. We may need to use this information to contact you.

1.b. Staying Safe: Please safeguard your Account and make sure others don't have access to your Account. You must immediately notify us of any actual or suspected loss, theft or unauthorised use of your Account. You're solely responsible for any activity on your Account. We're not liable for any acts or omissions by you in connection with your Account.

2. Content

User Content May Be Shared: You or any such persons including a natural person, corporate or unincorporated body (whether or not having separate or legal personality) who uses the Services ("Users") may provide us with content, including without limitation text, photos, images, audio, video, code and any other materials (“User Content"). These Terms give us all rights to feature User Content across the Services, including rights that enable us to provide, improve and protect the Services.

3. White Label Solution

3.a. Organisation Branding: The Services will bear the Organisation's name, branding, colours, marks and/or logos, to be provided by the Organisation to hakJav Studios.

3.b. Organisation's Undertakings:

3.b.i. The Organisation will use its best efforts to market and promote the Services.

3.b.ii. The Organisation will only sell the Services to its customers or any such persons, corporate or unincorporated body (whether or not having separate or legal personality) who purchases any products or services from the Organisation for public or private events ("Clients").

3.b.iii. The Organisation agrees to share the total amount they sell the Services to each of their Clients in order to process applicable charges as described in Clause 10 of this Agreement.

3.c. Services Badge: The Services may feature a 'Powered by...' badge which can be removed for a fee payable to hakJav Studios.

3.d. Notification of Disruption: hakJav Studios will notify the Organisation of any expected disruption in providing the Services.

3.e. Non-Exclusivity: hakJav Studios' provision of the Services to the Organisation is non-exclusive. hakJav Studios is free to provide the same or similar white label services to other organisations at any time.

4. Responsibilities

4.a. Only Use Content You're Allowed To Use: You represent that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your User Content via the Services. If we use your User Content in the ways contemplated in this Agreement, you represent that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights or any other intellectual property or proprietary rights. Content on the Services may be protected by others' intellectual property or other rights, so please don't copy, upload, download or share content unless you have the right to do so.

4.b. Don't Abuse Or Disrupt The Services: As a hakJav Studios user, you agree not to misuse the Services or help anyone else do so, including without limitation the following:

4.b.i. Don't probe, scan or test the vulnerability of any system or network.

4.b.ii. Don't breach or otherwise bypass any security or authentication measures.

4.b.iii. Don't access, tamper with or use nonpublic areas or parts of the Services, or shared areas of the Services you haven't been invited to.

4.b.iv. Don't interfere with or disrupt any user, host or network (whether it's hakJav Studios's or someone else's), for example by distributing malware or overloading, flooding or mail-bombing any part of the Services.

4.b.v. Don't take apart, decompile or reverse engineer any part of the Services in an effort to access things such as source code or algorithms.

4.b.vi. Don't access, search or create accounts for the Services by any means other than our publicly supported interfaces (for example, scraping, spidering or crawling).

4.b.vii. Don't take any action that imposes an unreasonable load on our infrastructure or our third party providers. (We reserve the right to determine what's reasonable.)

4.b.viii. Don't share access to your account with any other person, use any other person's account, or otherwise manage the Services through shared credentials.

4.c. Follow The Law: You represent that your use of the Services is not contrary to law, including without limitation applicable export controls, regulations and sanctions.

4.d. Share Responsibly: The Services let you download, print and share User Content with others, including without limitation on social media and the open web, so please think carefully about what you share. We’re not responsible for what you share.

5. Third Parties

5.a. Third Party Services: The Services are integrated with various third party services, applications and sites (collectively, “Third Party Services”) that may make available to you their content and products. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result thereof (except where prohibited by law).

5.b. Third Party Sites: The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites.

5.c. User Content: We haven’t reviewed and can’t review all of the User Content made available via the Services. The Services may contain User Content: (a) that is offensive or objectionable; (b) that contains errors; (c) that violates intellectual property, privacy, publicity or other rights of third parties; (d) that is harmful to your computer or network; or (e) the downloading, copying or use of which is subject to additional terms and policies. By operating the Services, we don’t represent or imply that we endorse User Content provided therein, or that we believe such User Content to be accurate, useful or non-harmful. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services. You're responsible for taking precautions to protect yourself, and your computer or network, from User Content accessed via the Services.

6. Intellectual Property

6.a. hakJav Studios Property: The Services are protected by copyright, trademark and other UK and foreign laws. These Terms don't grant you any right, title or interest in the Services, our trademarks, logos or other brand features or intellectual property, or others’ content in the Services. You agree not to change, translate or otherwise create derivative works of the Services.

6.b. Your Feedback: We welcome your feedback, ideas or suggestions (“Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated.

7. Rights

Important Things We Can Do: We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by law): (a) we may change the Services and their functionality; (b) we may restrict access to or use of parts or all of the Services; (c) we may suspend or discontinue parts or all of the Services; (d) we may terminate, suspend or restrict your access to or use of parts or all of the Services; (e) we may terminate, suspend or restrict access to your Account; and (f) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).

8. Privacy

Our Privacy Policy explains how we collect, use and share your information. By using the Services, you agree to our collection, use and sharing of information as set forth in the Privacy Policy.

9. Copyright

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law. We reserve the right to delete or disable content alleged to be infringing, and to terminate Accounts of repeat infringers without any refunds.

10. Service Fees

10.a. Fees: The Services will be made available to the Organisation with a monthly fee (“Paid Services”). Paid Services will remain in effect until cancelled or terminated in accordance with this Agreement. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services and/or terminate this Agreement. You may cancel Paid Services at any time via the Services or by emailing [email protected].

10.b. 40% Charge: The Organisation will be charged 40% of each sale of the Services. For example, if the Organisation sells the Services to one of their Clients for $500 for use at an event, the Organisation will be charged $200 (40% of $500) for the use of the Services at that client's event. The 40% charge for each sale will be applied the moment the event is added to the Services by the Organisation. The sale price the Organisation aims to sell the use of the Service to each of their Clients is to be submitted by the Organisation upon registration of their Account. If the Organisation's sale price of the Service changes at any point in time, the Organisation must update the new sale price in their Account.

10.c. Minimum Charge: The Organisation will be charged a minimum of 1 event charge per month. For example, if the Organisation sells the use of the Service to their Clients for $500 each, there will be a minimum charge of $200 per month (equivalent of 40% charge of one event).

10.d. Invoicing: Monthly invoices covering the total charges for each month will be sent to the Organisation via the Services or email within 14 calendar days after the end of each month, to be processed and paid by the Organisation within 28 calendar days after the date of receipt of the invoice.

10.e. Taxes: All fees are exclusive of applicable state, local or other taxes (“Taxes”). You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so.

10.f. Refunds: While you may cancel any Paid Services at any time, you won't be issued a refund except in our sole discretion.

10.g. Fee Changes: We may change our fees at any time. When applicable, we’ll give you advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don't agree with the fee changes, you have the right to reject the change by cancelling the applicable Paid Service before your next payment date.

10.h. Chargebacks: If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact us by emailing [email protected] before filing a Chargeback. We reserve our right to dispute any Chargeback.

10.i. Our Payment Processor: We may use a third party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s Terms of Service and Privacy Policy. We don’t control and are not liable for the security or performance of the Payment Processor. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

11. Term And Termination

This Agreement will remain in effect until terminated by either you or us. To terminate this Agreement, you may at any time cancel any active subscriptions via the Services by accessing your Account and then simply stop using the Services. We reserve the right to suspend or terminate the Services at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of the Services if you're violating these Terms. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation Of Liability, Indemnification, Dispute Resolution and Additional Terms.

12. Warranty Disclaimers

To the fullest extent permitted by law, hakJav Studios makes no warranties, either express or implied, about the Services. The Services are provided “as is.” hakJav Studios also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from hakJav Studios shall create any warranty. hakJav Studios makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.

13. Limitation Of Liability

To the fullest extent permitted by law, in no event will hakJav Studios be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use the Services or any portion thereof, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to loss or corruption of any content or data, including without limitation User Content data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not hakJav Studios has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose. To the fullest extent permitted by law, in no event shall the aggregate liability of hakJav Studios for all claims arising out of or related to the Services and this Agreement exceed the amounts paid by you to hakJav Studios in the twelve (12) months immediately preceding the event that gave rise to such claim.

14. Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless hakJav Studios from and against all damages, losses and expenses of any kind (including without limitation reasonable lawyers' fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your User Content; (c) any claims from other Users; and (d) your violation of any law or regulation or the rights of any third party.

15. Dispute Resolution

15.a. Informal Resolution: Before filing a claim against hakJav Studios, you agree to try to resolve the dispute by first emailing [email protected] with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or hakJav Studios may then bring a formal proceeding.

15.b. No Class Actions: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren't allowed.

16. Additional Terms

16.a. Entire Agreement: This Agreement constitutes the entire agreement between you and hakJav Studios regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. This Agreement creates no third party beneficiary rights.

16.b. Controlling Law: This Agreement and the Services shall be governed in all respects by the laws of England and Wales, without regard to its conflict of law provisions.

16.c. Waiver, Severability And Assignment: Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under this Agreement, and any such attempt will be void. We may assign our rights under this Agreement to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

16.d. Modifications: We may modify this Agreement from time to time, and will always post the most current version on our site. Modifications will never apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement. If you disagree with our changes, then you should stop using the Services.