*Supporting summary of SLA sections included - refer to SLA for legal detail*
Q: When I pay Skylab does that mean I “own” my App?
A: No, you pay a “white label” licensing fee to use the Skylab platform.
Q: Will Skylab branding be present on my “white label” licensed version?
A: No, your company branding and content will be the public face of the platform
Q: Will I need to go through the submissions application to the App Store to make my app live?
A: No, Skylab will submit your app through our license with the App Store.
Q: Will I need to go through an e-commerce submissions application process with Apple in order for my users to purchase content within my app?
A: No, Skylab will act as your e-commerce relationship with Apple and manage the in-app purchases made in your app
Skylab App is a mobile platform developed by Skylab (aka. “app”)
Client is able to use this platform for their own brand for a licensing fee (white label).
Q: Can I change the platform?
A: You can change the look and feel of the platform to suit your needs but you cannot alter the source code.
1.3 SOURCE CODE
Client is not allowed to change or copy the source code. Client is not allowed to interfere with or compete with Skylab’s business or sale of the platform.
Q: Do I automatically get the new features Skylab develops when they are released?
A: No, some features will be included - however most will be available as a value added feature that you have the ability to purchase when it makes sense for your business.
New agreements will be signed for additional features and services
Q: Does my licensing fee include special features we have discussed for my company?
A: No. We can customize your platform and even create custom features for you per your request. Customization services are amendments to the SLA contract and will be billed according to the SOW of the customization.
Licensing and services do not include customized features for the app. Customized features will be charged accordingly.
Q: Do I need to have my own app store for my white label app to go live?
A: No, Skylab includes your hosting in our app store. If you prefer to host your own app we will not be responsible for that cost.
Hosting services in the app store on Skylab apps account is included
You can host your app in your own app store however it will not be covered by Skylab
Q: How do I get help with technical issues with the platform?
A: For support issues, please go to https://skylabsupport.zendesk.com. From here, you can search our knowledge base, chat with support staff or submit a support ticket. You can also email our support team directly at firstname.lastname@example.org
Q: Where do the my users (“end users’) go for support?
A: Skylab Apps does not offer support currently for our client’s end users, we do support our direct clients and the platform itself.
2.3 TECHNICAL SUPPORT:
Client will have access to technical support for any technical issues with the platform.
Q: What if I need guidance and support with evolving my business and brand to optimize the use of this platform?
A: Skylab would love to help you optimize the use of this platform. We do provide additional consulting and training services that are available for additional fees.
2.4 OTHER SERVICES:
Additional services and features are available for additional fees and require amendments to the agreement.
Q: When are my payments due
A: Payments are due when you receive an invoice from Skylab
Payment is due upon receipt of invoice - overdue payments will be charged interest of 1.5% / month
Q: How can I get my new white labeled “app” released to the world as fast as possible
A: Your “app” release is within your control! Your active participation in the delivery of all necessary assets to the Skylab team and your active participation in creating and uploading your content drives the process forward.
The timetable is dependent on client’s participation and delivery of all necessary assets and documentation.
Q: How long do I have to give feedback on my “app” before it is approved?
A: You will have 10 days to respond to the test version that Skylab sends you.
3.5 TESTING & ACCEPTANCE:
Client has ten days to test and give feedback on the app. If no feedback is received within 10 days of notice from the company the app will be approved as is.
Q: What do you need from me to make the app of my dreams?
A: Your active participation in the implementation process and launch process are the key to the success of your “Planet”! The best way to do this is to complete “Clickable Asset Requirements” Document that is provided to you after the signing of the SLA Agreement. The more complete this document is, the easier it will be to design and build your app and get it close to what you has in mind the first time arond.
4. CLIENT OBLIGATIONS:
Provide all necessary branding, vision, and business plans needed for the platform
Co-operate and participate in the development and installation of the platform
Co-operate with the company in the resolution of defects or technical issues
Use the platform legally and appropriately
Q: What guarantees do I have from Skylab?
A: Skylab will deliver access to a working white label platform, we will operate our business legally, we will continue to evolve and develop our technology, and we will communicate updates and developments to you.
5.1 Platform will be delivered in working order and any issues with it will be addressed by company
5.2 Compliance with Laws
Company will operate legally
5.3 No other warranties:
This is a complex technology and there are no promises that it is perfect.
Q: Privacy and confidentiality are very important to my audience and to my company. Do you share or sell any of the information on my app?
A: Your privacy and the privacy of your users is of the utmost importance to us at Skylab. We honor strict confidentiality for our clients and their users.
All information provided by the company and by the client are confidential and will
not be shared or sold.
6.1.2 EXCLUDED INFORMATION
Information developed by the company or otherwise publicly known
6.1.3 CONFIDENTIALITY OBLIGATIONS
Neither party will share confidential information unless required to do so by law.
6.1.4 EXECUTED NDA
All confidentiality agreements stand as outlined for both parties in the NDA which lasts 3 years
Q: I love the Skylab team and need people like them on my team. Can I invite a Skylab employee to work for me directly?
A: Thank you and we think our team is amazing too! We are always open to discussion but please do not directly invite any of our Skylab team to work for you without written consent from the Skylab exec team.
Do not hire or solicit for hire the employees of the company without written consent of the company
Q: What happens if either party breaches this contract?
A: Any unresolved breach of contract may result in monetary, legal and/or other damages
6.3 INJUNCTIVE RELIEF
Breach of contract will result in monetary, legal, and other damages
Q: Who maintains the operations of my platform?
A: You are in control of your planet’s destiny!
7. OPERATION OF PLATFORM
Client is responsible for the operation of their white label platform
Q: How long do I have access to the platform?
A: The contract is a 2 year term with 1 year renewals ongoing
8.1 GENERAL TERM
2 year contract with 1 year renewals
Q: How can the contract become terminated?
A: Failure to pay fees, closure of business, or termination of the agreement will lead to termination of platform license.
8.2 TERMINATION FOR CAUSE
Contract will be terminated by company if the client fails to pay licensing fees on time
8.3 TERMINATION FOR CESSATION OF BUSINESS
Client may terminate the contract with 90 days written notice if the clients business is closing
180 days notice will be given to clients by company if company discontinues service of platform
8.4 EFFECT OF TERMINATION
Any termination of agreement by client will result in termination of licensing of the app
Q: Do I remain the owner of the intellectual property of my brand and content?
A: Yes! All of your content, branding assets, and business properties, and user relationships remain in your ownership. Any custom code, branding work, and business properties developed with Skylab will remain under Skylab ownership and will not infringe on any third party ownership.
- OWNERSHIP OF INTELLECTUAL PROPERTY
9.1 INTELLECTUAL PROPERTY OF COMPANY
Company is the exclusive owner of the platform and all of the intellectual property (source code) of the platform - Client owns all the intellectual property of the content and private relationship data of their users.
9.2 INTELLECTUAL PROPERTY OF CLIENT
Client remains the owner of all content, branding, trademarks, URL’s and all other intellectual property previously owned by client
All intellectual property of works done with company as part of SOW are original and will not infringe on any patent or otherwise
All custom code and other intellectual properties designed for special features requested by clients will be owned by the company and all people who work on the development of the features/properties give ownership of the code to the company. This does not apply to Clients previously owned Intellectual Property - this only applies to work done for the platform by client and company
Client needs to be co-operative and supportive to Company in patent and trademark efforts or legal efforts as appropriate
9.6 RELATIONSHIP WITH USERS
Company will not directly communicate with or have any ownership of the Clients platform users
This means Skylab and or Skylab clients or sponsors will not communicate with your users on your planet. If you would like to work with one of Skylab’s clients or sponsors to add value to your users on your app we will do so based on your permissions.
Client has the right to export app operations related data
Company has the right to access and sell app operations related data (not client or user private identity data)
*For example this data may be needed to leverage companies “valuation”*
9.8 USE OF CLIENT’S NAME
Company may include clients name in list of clients
Q: What happens if there are claims or damages during the contract?
A: You remain fully responsible for the success and the practices of your business.
10. CLAIMS AND DAMAGES
10.1 Company is not responsible for Clients business practices or success/failure
10.2 Company total liability cannot be more than client has paid minus the cost of
11.1 Obligation to Indemnify
Company is not responsible for any issues client has with a third party except for wrongful acts or omissions by client
11.2 Notice and defense of Claims
Client is responsible for its defense against claims from third parties
Q: What is the best way to handle any disputes with Skylab?
A: We want our clients to be happy and would like to take all measures necessary to resolve any disputes.
Amendments to this agreement must be in writing
Notices and amendments must be sent via email to noted addresses
12.3 GOVERNING LAW
This agreement is governed by California State Law in San Diego County
Protocol for disputes is to first speak directly, if not resolved in 5 days written summaries are to be exchanged for settlement discussions in mediation. If still unresolved a law suit may be filed
Protocol does not apply to more than one dispute in 6 month period or inability to resolve a previous dispute
12.5 JURY TRIAL
Each party waives the right to a jury trial
Q: I sit on the board of another electronic platform “app” company - is that a conflict of interest?
A: Yes, this contract is a non-compete agreement
The platform is not transferrable and clients are not allowed to be engaged in developing other electronic platforms or compete in the same “space” as the company.
Q: If there are any legal fees incurred who pays them?
A: Legal fees are covered by the party that is found to be at fault
12.7 PAYMENT OF FEES
The winner of any legal dispute is entitled to reimbursement of legal fees
Q: Was this contract constructed in a fair way?
A: Yes, our attorney has created this agreement in the best interest of both parties
Fair balanced language is used in best interest of both parties
12.9 FORCE MUJERE
Prompt written notice needs to be provided as notice of any issues.
Q: I can’t come to the Skylab office to sign the contract - what do I do?
A: No problem! Sign and email or fax a copy of your documents and we will sign them when they are received here and send you a copy.
12.10 SIGNATURE OF COUNTERPARTS
Agreement may be fully executed when signed in counterparts
12.11 SIGNATURE BY FAX/EMAIL
Original signature sent by Fax or email will be considered original for this document
Q: Can I add a third party beneficiary to our agreement?
A: No, this agreement is between you and Skylab only
12.12 NO THIRD PARTY BENEFICIARIES
No other persons have the rights to this agreement
12.13 Binding Effect
This document is binding
12.14 Titles and Captions
12.15 Pronouns and plurals
Q: What happens if my payment due date fall on a weekend or holiday?
A: Don’t worry - we are happy to receive your payment the following business day
Days noted in agreement refer to calendar days not business days. If payment is due on a weekend or holiday it is acceptable to pay the next business day.
Q: I plan to have my attorney review the SLA document, is that ok with Skylab?
A: Yes! Please do - we want you and your counsel to be participants in our agreement.
Each party has had their legal counsel review this document
Q: What happens to any verbal or other agreements that have been made prior to signing this document?
A: This document represents the entire agreement
12.18 ENTIRE AGREEMENT
This document supersedes all prior agreements and represents the entire agreement