TapRight Terms of Service and Software License Agreement

This Agreement governs Your acquisition and use of Our Services.

By accepting this Agreement, either by clicking a box indicating Your acceptance or by executing an order form that references this Agreement, You agree to the terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "You" or "Your" shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use the Services.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

RECITALS 

WHEREAS, Licensor has developed certain computer programs, web, and mobile application(s) and / or platform(s) and related documentation more particularly described in Schedule A attached hereto (the "Products") and desires to grant Licensee a license to use the Product(s). 

WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:

1. Definitions 

The following definitions shall apply to this Agreement:

“Software" or “Services” means the Product(s), computer program(s), web application(s), services and / or mobile application(s) and documentation listed in Schedule A attached to this Agreement. 

"Install" means placing the Software on a mobile phone from Apple’s App Store or Google’s Google Play Store.

"Derivative Works" means a work that is based upon one or more preexisting works, such as a revision, customization, modification, translation, abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute copyright infringement.

"Use" means (i) executing or loading the Software into mobile phone or computer memory or other primary memory, and (ii) browsing the Software via Internet browser(s).

    “We,” “Us”, “Licensor” or “Our” means TapRight, Inc, a corporation organized and existing under the laws of the State of Delaware, with its main address located at 5655 Silver Creek Valley Road, #334, San Jose, CA 95138

   “You”, “Licensee” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.

   “Hardware” means the central processing unit or device and accompanying operating system set out in Schedule “A” and which is to be utilized by Licensee for operation of the Software.

 “Party” or “Parties” means either Licensee or Licensor if used in the singular and both Licensee and Licensor if used in the plural.

“Affiliates” shall mean a Party’s subsidiaries, divisions, parents, partners, and all of their respective directors, officers, shareholders, employees, consultants, contractors, volunteers, representatives and agents of any kind, and the respective successors and assigns of each of the foregoing.

"Territory" means United States of America and/or other territories as agreed by Licensor and Licensee.

2. Software License

This License is effective when executed by both parties and is granted to the Licensee for initial term of 1 year or until either party terminates this Agreement. If not terminated by written notice, after the initial term, the License shall renew automatically every month for one month term(s) until cancelled by either party. If at any time Licensee wishes not to renew the License, Licensee is responsible to terminate this contract with a proper written notice, and to get confirmation from Licensor in writing of the receipt of such termination notice. Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the Software and Documentation (collectively, the "Software System"), subject to the terms and conditions hereinafter set forth. Licensor hereby grants to Licensee a nonexclusive, non-transferable and limited license to distribute the Software on Apple’s App Store and / or Google’s Google Play Store via Licensor’s Apple and Google accounts respectively, provided the total number of users who have installed the Software at any time does not exceed the number of licensed users specified in Schedule B. At Licensor’s sole discretion, Licensor may require the Licensee to get Licensee’s own Apple’s Developer account and/or Google Play account to submit the apps to the respective Stores. For clarity, Licensor is a mobile app developer who can submit to Apple’s App Store and Google Play Store, however, is not affiliated or partnered with either Apple Inc, or Google, Inc.

Licensee hereby grants Licensor non-exclusive license to use its trademarks, business and contact names, content, and additional material to customize, modify and/or create Software and to publish it on Apple’s App Store and Google’s Play Store for worldwide distribution. Licensee hereby grants Licensor non-exclusive license to use its trademarks, business and contact names, publicly accessible content, and any publicly available information to promote both Parties.

3. License Fee

As consideration for the license to use the Software System granted to Licensee herein, Licensee shall pay to Licensor a License Fee pursuant to the Payment Schedule set forth in Schedule B. Licensor may also assess an initial Setup Fee for initial setup, customization and on-boarding of Licensee’s account as set forth in Schedule B.

4. LICENSEE’S RIGHTS AND OBLIGATIONS

Licensee may either:
A. Install and use the Software according to terms and conditions of this Agreement.
B. Distribute permissible parts of the Software, more specifically, mobile app(s) from Apple’s App Store and / or Google’s Google Play up to the maximum number of Users allowed as set forth in Schedule B provided that all Users who are allowed to download the Software agree to the latest version of the End User License Agreement, Terms of Service & Privacy Policy of Licensor.

The Software and Documentation are protected by United States copyright laws and international treaties. Licensee must treat the Software and Documentation like any other copyrighted material – for example a book. Licensee may not:

A. Copy the Documentation
B. Copy the Software
C. Modify or adapt the Software or merge it into another program
D. Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software
E. Place the Software onto a server so that it is accessible via a pubic network such as the Internet other than though Licensor’s accounts on Apple’s App Store, and Google’s Google Play Store.
F. Sublicense, rent, lease or lend any portion of the Software or Documentation.
G. If Licensee sells any subscriptions, content or In-App purchases through the Software via Apple’s App Store or Google Play Store, Licensee is solely responsible to pay 30 percent share that is charged by Apple and Google. Licensee understands and here by agrees to follow all terms & conditions of Apple’s App Store and Google Play Store terms as can be found on respective sites, which may change from time to time.
H. Licensee may not upload, post, or transmit (collectively, "submit") any material, video, image, text, audio recording, or other work (collectively, "content") that:
 Infringes any third party's intellectual property rights, copyrights or other rights (e.g., trademark, privacy rights, etc.);
 Contains sexually explicit content, pornography, libelous or defamatory content
 Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
 Exploits minors;
 Depicts unlawful acts or extreme violence;
 Depicts animal cruelty or extreme violence towards animals;
 Promotes fraudulent or dubious business schemes; or
 Violates any law, including, but not limited to, local, state, national or international law.
 Doesn’t contain or install any viruses, adware, malware, Trojan horses or other harmful content
  I. In using the Software, Licensee must behave in a civil and respectful manner at all times. Further, Licensee will not:
Act in a deceptive manner by, among other things, impersonating any person;
Harass or stalk any other person;
Harm or exploit minors;
Distribute “spam”.
Violate Apple’s or Google’s Developer Agreement(s), Terms of Use, and Privacy Policy. 

  By submitting Content to Licensor for inclusion on any services or applications provided by Licensor, Licensee hereby grants Licensor, a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting Licensee’s content and / or mobile application(s). Licensor reserves right to, but is not obligated to, delete any of the Licensee’s content or mobile app(s) in it’s own discretion for any reason, including, but not limited to violation of terms of this agreement or any third party complaints or notices.

5. WARRANTY DISCLAIMERS

Warranty Disclaimers: OTHER THAN AS SPECIFICALLY SET FORTH IN THIS Agreement, THE PRODUCTS, SERVICES, OR DELIVERABLES OR ANY COMPONENTS THEREOF ARE DELIVERED TO LICENSEE ON AN "AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, INCLUDING BUT NOT LIMITED TO WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, TIMELINESS, SUITABILITY, AVAILABILITY, PERFORMANCE OR NONINFRINGEMENT UPON THE RIGHTS OF ANY OTHER PARTY. LICENSOR MAKES NO WARRANTY THAT THE DELIVERABLES WILL MEET LICENSEE'S SPECIFIC OBJECTIVES OR NEEDS OR THAT THE DELIVERABLES WILL BE FREE FROM ERRORS OR BUGS. LICENSOR MAKES NO WARRANTY THAT THERE WILL BE UNINTERUPTED OPERATION OF THE DELIVERABLES. LICENSOR MAKES NO WARRANTY THAT THE PRODUCT(S) OR SOFTWARE WILL BE APPROVED BY APPLE OR GOOGLE. LICENSOR MAKES NO WARRANTY THAT THERE WILL BE UNINTERRUPTED OPERATION OF THE DELIVERABLES. LICENSEE ACKNOWLEDGES AND AGREES THAT THE FOREGOING EXCLUSIONS AND DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL PART OF THIS Agreement AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PRODUCTS OR SERVICES.  



6. LIMITATION OF LIABILITY

THE REMEDIES OF LICENSEE AND IT’S AFFILIATES SET FORTH HEREIN ARE EXCLUSIVE AND THE LIABILITY OF LICENSOR AND IT’S AFFILIATES WITH RESPECT TO ANY PRODUCTS, SERVICES, ENGAGEMENTS, DELIVERABLES OR ANY COMPONENTS THEREOF COVERED BY OR FURNISHED UNDER OR IN CONNECTION WITH THIS Agreement. UNDER NO CIRCUMSTANCES WILL DAMAGES ASSESSED AGAINST LICENSOR AND IT’S AFFILIATES EXCEED THE DEVELOPMENT FEE (EXCLUSIVE OF COSTS AND EXPENSES) ACTUALLY PAID TO LICENSOR IN THE MOST RECENT ONE CALENDAR MONTH. IN NO EVENT SHALL LICENSOR OR IT’S AFFILIATES BE LIABLE FOR ANY DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, COLLATERAL, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF PROFITS OR REVENUES, LOSS OF SAVINGS, LOSS OF USE, INTERRUPTION OF BUSINESS, AND CLAIMS OF CUSTOMERS), WHETHER SUCH DAMAGES OCCUR PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS A RESULT OF, TORTIOUS CONDUCT OR BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Third Party Claims: Licensor shall not be liable for claims made against the Licensee or the Licensor arising out of Licensee’s and Licensee’s users’ use, inability-to-use, possession or ownership of The Software, Materials and/or Systems Documentation and Licensee hereby indemnifies and holds the Licensor harmless from and against any and all claims, fines and regulatory fees, of every nature or type that may be brought or asserted by any other party, unless that such claims are a result of the Licensor infringing other people's intellectual property rights.

7. Termination

Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this Agreement or if Licensee becomes bankrupt or insolvent. In addition, Licensor, in its sole discretion, shall have the right to suspend or terminate the license and restrict use of the Software for any reason including, but not limited to Licensee’s failure to comply to Licensor’s, Apple’s or Google’s Developer terms or Terms of use. This License Agreement takes effect upon execution of this agreement, or Licensee’s use of the software, whichever happens first, and remains effective until terminated or until the license expires without renewing, whichever happens first. Licensee may terminate it at any time by destroying all copies of the Software and Documentation in its and it’s users’ possession and by giving a written notice to the Licensor. Licensor may also terminate this Agreement if Licensee fails to comply with any terms or conditions of Apple’s App Store or Google’s Google Play Store Developer Agreement(s), End User License Agreement(s), Terms & Conditions, Privacy Policies, and other rules and restrictions.

8. Return or Destruction of Software Upon Termination

Upon termination of this License, Licensee shall return to Licensor and/or destroy the original and any and all distributed copies of the Software including partial copies and modifications as requested by the Licensor. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business and online to assure compliance with this provision.

9. Title to Software

Licensor retains title to and full ownership of the Software and all enhancements, modifications and updates of the Software.

10. Modification and Enhancements

Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Licensor's express written consent. Licensee can however, upload content, images, and videos into the Software with the features built into the Software without tampering or manipulating the Software in any way. Licensor has numerous features in the pipeline that are being considered to be added to Software (some may cost extra) and may share such upcoming / proposed features with Licensee. Licensee can also request for new features or feature enhancements, share ideas, and vote on others ideas. Because Licensor has a software platform that is used for/by multiple customers of Licensor, Licensor will be the owner of all right, title and interest of any new features, feature suggestions and enhancements requested and ideas shared by Licensee whether or not they are implemented by Licensor. Licensor will have full right to decide in its sole discretion, which features to add and / or not to add to the Software, and which features cost money, and how much. Licensee may however request that features that cost extra money beyond the scope of this Agreement to be turned off to avoid paying extra amount beyond the payment obligations of this Agreement. At Licensor’s sole discretion, Licensor may require mandatory updates to the Software to maintain compatibility with new devices and / or operating systems or to fix bugs or security issues that may exist in the software. Licensee shall not object to, and shall fully cooperate with such requests in a timely manner to upgrade and/or re-submit the Software to Apple’s App Store and Google’s Play Store at Licensor’s request.
   
11. The Software

The Software shall consist of the mobile app(s), modules and/or components, shall perform the functions and shall comply with the proposals and specifications, identified or set forth on Schedule A, annexed hereto. Each Software module or component, specification and proposal included or referred to in Schedule A is expressly incorporated by reference herein.

12. Documentation

The Documentation may consist of all operator and user manuals, training materials, guides, listings, and other materials for use in conjunction with the Software, as set forth in Schedule A, annexed hereto. Licensor shall deliver to Licensee, as specified below, the Documentation set forth in Schedule A via electronic format.

13. Source Code

The deliverables of this Agreement do NOT include Software’s Source Code in any form. Licensee shall NOT have access to the source code in any shape or form, and shall not try to obtain and/or make available to others, the source code of the Software including but not limited to reverse engineering, decompiling, and through any tools, methods or other means.

14. Operating Environment

The Software, and each module or component and function thereof, shall be capable of operating only on the equipment ("Hardware") and the Operating System(s) specified in Schedule A. Licensor is not responsible to make the Software work on any Hardware not explicitly agreed to in Schedule A. If Licensee needs to Software to work on any Hardware not specified in Schedule A, Licensor may in its sole discretion, may agree to make the Software work on such Hardware. Licensor may charge additional fee to acquire such Hardware, and to make the Software compatible for such Hardware if Licensor chooses to make the Software work on such Hardware.

15. Delivery

From time-to-time, Apple, Google & Licensor may require additional terms and policies to be agreed to and complied by the Licensee. Licensee shall cooperate in good faith with Licensor by providing all the requested information, content and paperwork requested by Licensor on a timely manner. Within 60 days after Licensee provides all the information, content and paperwork requested by Licensor, Licensor shall deliver to Licensee a copy of installable Software. Licensor shall also submit the Software, more specifically mobile app(s) to Apple’s App Store and Google’s Google Play Store for distribution through Licensor’s account(s), or in Licensor’s sole discretion, through Licensee’s account(s).

16. Software Setup and Acceptance

After the Software is setup for Licensee, Licensee shall have 7 calendar days to successfully conduct all of its own acceptance testing procedures on the Software. Any disapproval of software or modification requests shall be given in writing to Licensor within 7 calendar days of Software setup, and if not so given, the Licensee shall be deemed to have accepted the Software. Upon successful completion of the acceptance testing, Licensee shall execute a written notice of acceptance of the Software, if requested by Licensor. In the event that the Software fails to pass any of Licensor's acceptance testing procedures according to Schedule A, then Licensor shall have 90 days in which to correct such defect and cause the Software to successfully pass all mutually agreed tests, failing which Licensee may elect to cancel this Agreement and Licensor shall refund License fee previously paid to it by Licensee hereunder. No refunds or credits will be given for Setup Fee after  acceptance testing is completed, or 30 days from the date of purchase or 7 calendar days have passed since the Software setup has been completed for the Licensee, whichever occurs first.

17. Additional User Licenses

Licensee shall have the option to extend the license granted hereunder to distribute the Software to more than agreed number of Users by tendering to Licensor a payment of the License Fee specified in Schedule B depending on which version of the License is purchased.

18. Confidentiality

Licensee agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential, financial or business information of the Licensor which it learns during the course of its performance of this Agreement, without the prior written consent of the Licensor. This obligation shall survive the cancellation or other termination of this Agreement.

The Software contains trade secrets and proprietary know-how that belong to Licensor and it is being made available to Licensee in strict confidence. 

ANY USE OR DISCLOSURE OF THE SOFTWARE, ITS CURRENT AND UPCOMING FEATURES OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

19. Licensor's Proprietary Notices

Licensee agrees that any copies of the Software or Documentation which it makes pursuant to this Agreement shall bear all copyright, trademark and other proprietary notices included therein by Licensor and, except as expressly authorized herein, Licensee shall not distribute same to any third party without Licensor's prior written consent.

20. Assignment

Licensee or Licensor may assign this agreement to any subsidiary or affiliate under its control, or as part of the sale of that part of its business which includes the Hardware or any substantial portion of its data processing facilities, or pursuant to any merger, consolidation or other reorganization, without each others consent, upon notice to the other party. 

21. Indemnity

LICENSEE HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR AND EACH OF IT’S AFFILIATES FROM ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS OR OTHER PROFESSIONALS FEES AND COSTS) OF ANY NATURE WHATSOEVER, BY WHOMEVER ASSERTED, WHICH THEY MAY INCUR OR SUFFER ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO (A) ANY BREACH OR ALLEGED BREACH OF ANY AGREEMENT, COVENANT, REPRESENTATION, WARRANTY MADE BY LICENSOR IN THIS AGREEMENT OR (B) LICENSEE’S RELIANCE ON LICENSOR’S PRODUCTS, SERVICES OR DELIVERABLES, (C) LICENSEE’S USE AND NONUSE OF LICENSOR’S PRODUCTS, SERVICES, OR DELIVERABLES OR ANY COMPONENTS, INCLUDING, WITHOUT LIMITATION, ANY INJURY, ILLNESS, DAMAGE, LOSS, HARM LICENSEE, ANY OF IT’S AFFILIATES, OR OTHER THIRD PARTIES MAY SUFFER THEREFROM. 


22. Arbitration

Licensee shall provide Licensor, detailed information regarding any dispute conflict, claim, controversy or disagreement arising out of or broadly in connection with or relating to our Services or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”), and shall agree to cooperate with Licensor in investigating of Disputes. Except for Licensor’s rights to collect amounts due to Licensor, any Dispute arising between Licensor (and it’s Affiliates) and Licensee (and it’s Affiliates) which is not resolved to the mutual satisfaction of Licensor and Licensee within sixty (60) days (or such longer period as may be mutually agreed upon) from the date that either Party gives written notice that such Dispute exists, shall be mandatorily referred to arbitration in San Jose, CA before one arbitrator in accordance with the Commercial Arbitration Rules (the "Arbitration Rules") of the American Arbitration Association (the "AAA"), in effect on the date that such written notice is given; provided, that for a Dispute arising out of amounts due to Licensor and are not part of a cross-claim in arbitration, Licensor, in its sole discretion, may choose any legal remedy of its choice as permitted by law, including, but not limited to, the aforementioned arbitration provision. Each Party shall bear its own cost of preparing for and presenting its case; and the cost of arbitration, including the fees, and expenses of the arbitrator, will be shared equally by the Parties. Licensee and it’s Affiliates understand that by agreeing to arbitrate Disputes, Licensee and its Affiliates are waiving any right they might other otherwise have to a jury trial in connection with any Dispute between Licensee (and it’s Affiliates) and Licensor (and it’s Affiliates). The existence and content of the arbitration, including documents and briefs submitted by the parties, correspondence from and to AAA and any other legal authority, correspondence, orders and awards issued by the arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration or legal proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

23. Attorney Fees

Should any litigation or arbitration (collectively “Proceeding”) commence between the parties hereto arising out of this Agreement or the rights and duties of either thereto, whether it be an action for damages, tort, equitable or declaratory relief, the prevailing party in such Proceeding will be entitled, as an element of such party’s costs of suit in addition to other relief as may be granted by the court, to reasonable sums for attorneys’ fees in the discretion of the court or arbitrator, and such prevailing party may recover such attorneys’ fees in a separate action brought for that purpose.

24. Notice

All notices required or permitted to be given by one party to the other under this Agreement shall be sufficient if sent by certified mail, return receipt requested, to the parties at the respective addresses set forth above or to such other address as the party to receive the notice has designated by notice to the other party.

25. Governing Law

In interpreting the terms of this Agreement, the parties agree that the laws of the State of California shall be applicable. All suits permitted to be brought in any court shall be venued in Santa Clara County, State of California.

26. Consent to Jurisdiction, Venue and Service

Licensee consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the State of California, and Licensee consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process in any such proceeding may be made by certified mail, return receipt requested, directed to the respective party at the address at which it is to receive notice as provided herein.

27. Severability

If any provision of this Agreement is held invalid under an applicable statute or rule of law, such invalidity shall not affect other provisions of this Agreement, which can be given effect without the invalid provisions, and to this end the provisions of this Agreement are declared to be severable. Notwithstanding the above, such invalid provision shall be construed, to the extent possible, in accordance with the original intent of the Parties.

28. No Waiver

The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.

29. Complete Agreement

This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provision(s) hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability and effectiveness of the remainder of the Agreement shall not be affected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach, or in any way to affect the validity of this Agreement.

SCHEDULE A
SOFTWARE AND DOCUMENTATION

The Software shall include the following:
Software License is for one iOS and one Android mobile app.
Licensor shall provide a backend website that Licensee can use to upload content and customize the mobile apps as described below. 
A Mobile Application for iOS and a Mobile Application for Android Operating System with the following features:
Licensee shall be able to customize the Mobile App(s) by changing introductory images in the software (called Splash Screens).
Licensee shall be able to use it’s own Logo or graphic as App icon
Licensee shall be able to upload Introductory Video, Introductory Text and Images
Licensee shall be able to create up to 10 different courses in the Mobile App(s), each course can have up to 100 videos. Each video can be up to 30 minutes long.
Licensee shall be able to upload video content to the Mobile App(s).
Licensee shall be able to create Survey that can be distributed via the Mobile App(s).
Licensee shall be able to see statistics of the usage of the Mobile App(s) with the following data:
Number of Videos Uploaded to a course
Number of Users
Number of App Downloads
Number of Video Views
Number of Favorites
Number of Likes
Most Viewed Videos
Most Liked Videos
Most Downloaded Videos
Licensee shall be able to view a report of the top videos based on number of likes, comments, views, downloads or favorites.
Users of the Software shall be able to install the Mobile App on a supported devices as described in Hardware section below.
Users of the Software shall be able to:
Watch Videos
Download Videos (if permitted) on to the Mobile Phone or Stream the videos
Favorite the Videos they like
Comment on the Videos
Like Certain Videos
Create their profile with a profile picture
The documentation provided shall include how to upload video content and to create courses for the mobile app.
Licensee is responsible to upload all content, logo(s) and images.

The Android Mobile Application shall work on Android Phones with Operating System ranging from Android 4.4 Version to Android 6 Version in the hardware described below:
Samsung Galaxy S7
Samsung Galaxy S8
Samsung Galaxy S9
LG V10
LG G3
[Due to the thousands of different Android devices in the market, it is practical only to test the mobile app on a handful of devices]

The iOS Mobile Application shall work on iPhones with Operating System ranging from iOS Version 8.1 Version to iOS 9.2 Version in the hardware described below:
iPhone 7
iPhone 7 Plus
iPhone 8
iPhone 8 Plus
iPhone X

Licensor will customize the mobile app one time for the Licensee by uploading videos, and helping the Licensee create a course on the mobile app, provided, Licensee provides it’s videos, titles, descriptions and other required information to Licensor.

SCHEDULE B
PAYMENT SCHEDULE

For TapRight Mobile App License - Pro Version

Setup fee and on-boarding fee for the Licensee shall be US$9,997. Monthly license fee shall be $297 per month for up to a total of up to 5,000 end users. License also includes up to 50,000 push notifications or emails per month.
For each additional 1,000 Users, monthly license fee will be US$29/month (includes 10,000 additional push notifications or emails)

For TapRight Mobile App License - Enterprise Version

Setup fee and on-boarding fee for the Licensee shall be US$24,997. Monthly license fee shall be $497 per month for up to a total of up to 20,000 end users. License also includes up to 200,000 push notifications or emails per month.
For each additional 1,000 Users, monthly license fee will be US$19/month (includes 10,000 additional push notifications or emails)



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