THIS WHITE LABEL SOFTWARE LICENSE AGREEMENT (the “Agreement”) if effective the first day of the month following this agreement. (the “Execution Date”).

You (the “Licensee”) are entering into an agreement with ProGigs (a software brand of Worldwide Staffing Solutions, LLC) of 608 Shelden Avenue, Houghton, MI 49931 (the “Vendor”).

You (the “Licensee”) are entering into an agreement with ProGigs to white label the ProGigs software platform. This agreement allows the Licensee the ability to provide a split-network that confidentially shares job candidates and job openings between clients (the “End-User) of the Licensee.

BACKGROUND:

The Vendor, ProGigs, wishes to license a software application to the Licensee and the Licensee desires to purchase the software license under the terms and conditions stated below.

IN CONSIDERATION OF the provisions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

License

  1. Under this Agreement ProGigs grants the End-User to a non-exclusive and non-transferable license (the “License”) to use ProGigs (the “Software”) under the white labeled agreement between The Vendor. The Licensee will extend licenses to Users defined by any individual person with the same network accessing and sharing information within the appropriate database within the software application.
  2. “Software” includes the executable software application and any related printed, electronic and online documentation and any other files that may accompany the product.
  3. Title, copyright, intellectual property rights and distribution rights of the Software Application remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
  4. The Software is intended to be accessed by two or more users within the same network. The Licensee is responsible for inviting users to access ProGigs. The End-user will pay the agreed monthly cost per user on an established reoccurring automatic digital payment. Payment will be determined on the last day of the month and based on the agreed upon monthly subscription fee.
  5. The Licensee can add and remove End-Users at any time.
  6. The Vendor will maintain backup files.
  7. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
  8. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
  9. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
  10. ProGigs will charge a single End User in the split-network a monthly recurring subscription fee of $100.00. The Licensee is not liable for any of this amount.
  11. The Licensee will earn $40.00 a month per End User account that is paid-in-full for a monthly subscription.
  12. There is a separate agreement between the End User and ProGigs.
  13. ProGigs will provide a credit to the Licensee, in the form of a paper check, by the 15th of the month following the previous calendar month in which the End-User subscription has been paid.
  14. The Licensee will be granted administrative access to the split-network to monitor the activity of the end-users.
  15.  The Licensee may choose to charge End-Users with the split-network a commission, not to exceed 5% of the total commission.
  16. All communication and agreements between the End-User and the Licensee are separate from this agreement.
  17. End-User commissions will be managed and distributed by the Licensee outside of this agreement.
  18. ProGigs cannot be help liable for any communication, contracts and activity related to commissions.
  19. ProGigs cannot be held liable for any communication, contracts or activity between the End-User and the Licensee.

Warrants and Representations

  1. The Licensee will pay Worldwide Staffing Solutions a one-time prepaid setup fee of $1,200. Worldwide Staffing Solutions will be provide the Licensee with a fully-operational white-labeled split-network platform within 7 business days at which point the Licensee will be granted three rounds of changes to text and design of the home page. Any custom programming or additional changes will be completed at a $100 and provided an official estimate via email.
  2. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.

Acceptance

  1. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) upon execution of this Agreement.

Term

  1. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

  1. This Agreement will be terminated and the End-User forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.

Force Majeure

  1. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

Additional Clauses

  1. Worldwide Staffing Solutions, its shareholders, employees and board or directors are not liable for the any harmful actions of the Licensee, Users or Job Candidates.

Governing Law

  1. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Michigan for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Michigan.

Miscellaneous

  1. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
  2. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
  3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  4. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  5. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  6. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.

Notices

  1. All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing: Worldwide Staffing, LLC, c/o ProGigs, 608 Shelden Avenue, Houghton, MI 49931.