These Terms and Conditions for software licensing and services ("Terms of Use") form a legal agreement between ADZON LLC (License No. 2537031.01), a company incorporated under the authority of Sharjah Media City Free Zone (Shams) and subject to all applicable laws, regulations, and rules of the Free Zone Authority, with its registered office at Shams, Sharjah, United Arab Emirates (hereinafter referred to as "Company," "we," "our," or "us"), and merchants or users (whether an individual or a legally recognized entity) engaged in any lawful business for the provision of services or goods (hereinafter referred to as "Client," "you," or "your").

The Company provides a suite of messaging software-as-a-service ("SaaS") solutions through a unified platform to enable businesses to manage and automate customer communications under the brand name "Adzon.ai" ("Solution").

The Company may, at its sole discretion, authorize representatives, affiliates, licensors, or service providers to exercise any of its rights, perform any of its obligations, or provide services under these Terms of Use on its behalf. Any reference to "Adzon.ai" in these Terms shall include such duly authorized persons.

These Terms of Use constitute an electronic record under the applicable laws of the United Arab Emirates, including the UAE Federal Law on Electronic Transactions and Trust Services and related regulations. This document is generated electronically and does not require physical or digital signatures.

These Terms of Use are published in compliance with applicable UAE laws and regulations, including the UAE Telecommunications and Digital Government Regulatory Authority (TDRA) guidelines, and are intended to set out the rules, policies, and legal terms governing the use of the Adzon.ai platform and services.

ACCEPTANCE OF TERMS

By using the Solution, the Client acknowledges and agrees to be bound by these Terms of Use and any annexures or addendums that form part of these Terms. If the Client does not agree with these Terms, they must refrain from using the Solution.

The Company may amend, update, or modify these Terms of Use from time to time to reflect changes in business, legal, or regulatory requirements. All updates will be published at [https://www.adzon.ai/terms-and-conditions] and will be deemed effective upon posting. Continued use of the Solution after any such modifications constitutes acceptance of the revised Terms.

DEFINITIONS

For the purposes of these Terms of Use:

"Applicable Law" means all laws, regulations, rules, guidelines, and directives in force within the United Arab Emirates (UAE), including but not limited to the Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL), the Telecommunications and Digital Government Regulatory Authority (TDRA) regulations, and any other relevant Free Zone Authority rules, as well as any other international regulations that may apply to the Client based on their jurisdiction.

"Applicable Data Protection Law" refers to all UAE and international data protection and privacy laws, including the UAE PDPL, the TDRA's data privacy and electronic communication guidelines, and, where relevant, the General Data Protection Regulation (GDPR) for clients operating in or serving customers in the European Union, or other applicable data protection frameworks in their respective jurisdictions.

"Solution" refers to the messaging software-as-a-service (SaaS) platform known as Adzon.ai, including all associated tools, APIs, integrations, and services provided by the Company to the Client.

"Client," "You," or "Your" refers to any individual, business entity, or authorized representative that subscribes to or uses the Solution.

"Company," "We," "Our," or "Us" refers to Adzon LLC (License No. 2537031.01), incorporated under the authority of Sharjah Media City Free Zone (Shams), United Arab Emirates.

"Beta Products" means a pre-released or experimental version of the Solution or any of its components, provided to the Client to test under real-world conditions prior to general commercial release. Beta Products are offered "as is" and may include limited features or functionality.

"Business Day" means any day other than Friday, Saturday, or any public holiday in the United Arab Emirates when banks and government offices are generally open for business.

"Intellectual Property" means and includes all intellectual property rights worldwide, whether registered or unregistered, including but not limited to:

• all trademarks, service marks, trade names, logos, and domain names;
• patents, design rights, trade secrets, know-how, proprietary technologies, formulae, industrial and commercial information, techniques, and inventions;
• processes, documentation, technical data, software source code, user interfaces, applications, platforms, databases, and any related works of authorship;
• all rights under licenses in respect of any of the foregoing;
• any applications or registrations for such rights; and
• all renewals, extensions, and enhancements thereof.

"Personal Data" means any data relating to an identified or identifiable natural person, including but not limited to names, contact information, identification details, or any other data deemed personal under UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL), GDPR, or other applicable privacy regulations.

"SaaS" means Software-as-a-Service, a cloud-based software licensing and delivery model in which the Solution is hosted by the Company and made available to the Client over the internet.

"Subscription Commencement Date" means the date on which the Client accepts these Terms of Use by registering for or using the Solution.

"Scheduled Maintenance" means the Company's planned and notified maintenance activities for the Solution. Clients will be notified at least two (2) hours in advance of any scheduled maintenance, which shall not normally exceed eight (8) hours per week.

"Third-Party Services" means any services, applications, or solutions provided by third-party vendors that are integrated with or made available through the Solution, including but not limited to WhatsApp Business API or other third-party platforms.

"Update" means modifications or revisions to the Solution that:

• improve or repair existing features and functionality;
• ensure compatibility with new versions of systems, operating environments, or third-party services; or
• ensure compliance with applicable laws, regulations, and industry standards.

"Upgrade" means a new version of the Solution that provides enhanced functionality or features and may include a change in the version number.

TERM

These Terms of Use shall remain in effect until terminated in accordance with the provisions set forth herein ("Term"). Unless otherwise specified, the subscription will automatically renew ("Auto Renewal") for successive terms under the same terms and conditions unless the Client provides written notice of non-renewal prior to the renewal date.

GRANT OF LICENSE

During the Term, and in consideration of payment of the applicable subscription fees by the Client to the Company, and subject to compliance with these Terms of Use, the Company grants the Client a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to access and use the Solution on a subscription basis solely for its internal business purposes.

Nothing in these Terms of Use shall be construed as transferring or granting any ownership rights, title, or interest in or to the Solution or any associated Intellectual Property Rights to the Client. All rights not expressly granted herein are reserved by the Company.

The Solution shall be provided on a Software-as-a-Service (SaaS) basis, hosted on the Company's centrally managed infrastructure. The Client shall be granted access credentials to use the Solution in accordance with these Terms.

The subscription shall commence on the Subscription Commencement Date, irrespective of any Trial Period. Any delay in implementation caused by the Client, including but not limited to failure to provide required information, materials, or documents requested by the Company, shall not defer the Subscription Commencement Date or relieve the Client of its payment obligations.

The Client further acknowledges and agrees that use of the Solution is subject to any additional terms and conditions and the Company's Privacy Policy (available at [https://www.adzon.ai/privacy-policy]), which may be updated from time to time. These additional terms and the Privacy Policy form an integral part of this Agreement and shall be read in conjunction with these Terms of Use.

LICENSE AND USE OF SOLUTION

To access and use the Solution, the Client expressly consents and agrees to provide all required information and documentation requested by the Company, including but not limited to identity details, business information, address, and payment details. The Client represents and warrants that all such information provided is accurate, complete, and current.

The Client acknowledges and agrees that the Solution licensed under these Terms of Use is non-exclusive, and the Company reserves the right, at all times, to:

• Enhance, modify, update, or upgrade the Solution.
• Provide services directly or through third-party service providers.
• Add new features or discontinue any feature at its discretion.

The Client's continued use of the Solution following any such modifications, updates, or upgrades shall constitute deemed acceptance of the updated Solution.

Permitted Use

The license granted to the Client under these Terms of Use is strictly limited to the Client's internal business purposes and shall not, under any circumstances, be construed to include the right to:

• License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the Solution or its content to any third party.
• Circumvent, remove, disable, or otherwise interfere with any security measures or technical features of the Solution.
• Modify, copy, reproduce, or create derivative works based on the Solution or any part of its content.
• Create "links," "frames," or "mirrors" of the Solution or any part thereof on any other server, device, or platform without prior written consent from the Company.
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Solution or any part thereof, including but not limited to:
  • Building a competitive product or service.
  • Developing a product using similar ideas, features, or functionality of the Solution.
  • Copying any ideas, features, functions, or graphics of the Solution.
• Use the Solution for any purpose other than legitimate internal business operations.

Compliance and Material Breach

The Client acknowledges that compliance with this Clause (License and Use of Solution) is a material condition of these Terms of Use. Any breach of this clause shall constitute an immediate and material breach, granting the Company the right to suspend or terminate the Client's access to the Solution without liability.

The Client further agrees that the use of the Solution or any part thereof by any person other than the Client or its authorized users is strictly prohibited unless expressly approved in writing by the Company.

Registered SIM Card

The Client shall maintain access and be solely responsible for the registered SIM card used for WhatsApp Business API activation. In case of an emergency (e.g., re-verification or platform audit), the Client must be able to present or provide access to the registered SIM card within 30 minutes of request.

REPRESENTATIONS AND WARRANTIES

Each Party hereby represents and warrants to the other that:

• it is duly incorporated and validly existing under the Applicable Laws;
• it has taken all actions including any corporate actions necessary to execute, deliver and to perform obligations under these Terms of Use;
• it has obtained all the statutory approvals/ permissions/ no objections as necessary and required under the Applicable Law for carrying on its activities and related services;
• there are no judicial or administrative actions, proceedings or investigations pending or, to the best of its knowledge after due inquiry, overtly threatened against it, which would have a materially adverse effect on its capacity to perform the obligations under these Terms of Use;
• it is not subject to the obligations under any contract as a consequence of which it may be in breach of its obligations and covenants contained in these Terms of Use.

In addition to the general representations as set out above, the Client, further represents and warrants as follows:

• it possesses the financial ability to make payment of Fees in relation to the Solution;
• it has procured and shall at all times during the Term continue to hold, all applicable and necessary third party approvals/consents, governmental approvals, registrations, authorizations, licenses, permits and any other permissions whatsoever required under the Applicable Law to utilize the Solution;
• it is as on the Subscription Commencement Date, and shall at all times during the Term continue to be, in full compliance with all Applicable Laws, including the Applicable Data Protection Laws.

SOLUTION COMPONENTS

The Solution shall, inter alia, consist of the following:

(a) Client Data

The Solution operates entirely on the Company's proprietary platform under the name Adzon.ai and integrates relevant business and customer information provided by the Client at the Subscription Commencement Date or any time thereafter during the use of the Solution.

(b) Inbox Dashboard

The Client shall have access to its Inbox Dashboard, a web-based messaging application that enables the Client to view and manage messages sent by its users or customers via WhatsApp/WhatsApp Business and other integrated channels.

(c) Support and Assistance

The Company shall provide timely support and assistance to the Client for any operational issues, breakdowns, or deficiencies that may affect the Client's ability to use the Solution.

(d) Early Access to Beta Products

The Company may invite the Client to participate in the testing of Beta Products. Such Beta Products will be provided on an "as is" and "as available" basis, without any warranties, representations, or liabilities, and subject to applicable laws.

RIGHTS AND OBLIGATIONS OF THE CLIENT

(i) Unauthorized Access

The Client shall take all reasonable measures to ensure the security of information transmitted to or from the Company's servers. The Client may authorize personnel to use the Solution and must ensure such personnel follow the same security measures. Any default by authorized personnel shall be deemed a default by the Client.

(ii) Compliance with Law

The Client shall obtain all necessary approvals, licenses, or permits required under applicable UAE laws and regulations, and shall remain fully responsible for any violations by itself or its personnel.

(iii) Client Cooperation

The Client shall cooperate with the Company for any required integration or configuration and shall provide the Company with reasonable access to its systems where necessary for the provision of services.

(iv) Payment Obligation

The Client shall pay all amounts due under these Terms of Use in accordance with the agreed subscription plan.

(v) Trial Period

The Client may be offered a Trial Period of 7–14 days from the Subscription Commencement Date with limited or full access to the Solution. The terms and obligations of this Agreement apply during the Trial Period. The Client may terminate the subscription during the Trial Period without charge. Upon expiry of the Trial Period, the Client will be automatically charged the applicable Subscription Fees and/or Usage Fees unless canceled in writing before the Trial Period ends.

LICENSE FEE AND PAYMENT TERMS

(a) Subscription Fee

The subscription shall commence on the Subscription Commencement Date and remain in effect until the Subscription End Date unless terminated earlier in accordance with these Terms. The Client agrees to provide valid payment details for the processing of the non-transferable, non-refundable Subscription Fee upon completion of the Trial Period.

(b) Usage Fee

In addition to the Subscription Fee, the Client must recharge their wallet to send and receive WhatsApp Business API conversation messages via Adzon.ai in accordance with the conversation-based pricing defined on the Company's pricing page. Wallet recharges are non-transferable and non-refundable.

(Subscription Fees and Usage Fees are collectively referred to as "Fees".)

(c) Taxes

All Fees are exclusive of applicable taxes, VAT, and other government levies. The Client shall be responsible for all applicable taxes related to the subscription. The Client must comply with any tax withholding obligations and shall provide the Company with proof of such compliance (e.g., withholding tax certificates) to ensure credit of any deducted taxes.

GENERAL PAYMENT TERMS

Payment Obligation: The Client's obligation to pay Fees is absolute and is not dependent on the Company issuing an invoice.

Payment Schedule:

• Subscription Fee: Payable immediately upon the end of the Trial Period (if applicable) or upon activation.
• Usage Fee: Payable by the 5th day of each month for the previous month's usage.

Suspension for Non-Payment: The Company may suspend access to the Solution if any Usage Fee or Subscription Fee remains unpaid within the specified time frame.

Late Payment: Any overdue payments shall accrue interest at the rate of 2% per month (24% annually) or the maximum rate permitted under applicable UAE law, whichever is lower.

RIGHT TO SUSPEND CLIENT'S ACCESS TO THE SOLUTION

(i) Company's Right to Suspend Access

The Company may suspend the Client's access to, or use of, any portion or all of the Solution immediately, without prior notice, if:

a) The Client's use of the Solution:

• Poses a security risk to the Company, the Solution, or any third party;
• Adversely impacts the Company's other services or customers;
• Subjects the Company or its affiliates to potential liability; or
• Is fraudulent or suspected of fraudulent activity.

b) The Client breaches these Terms of Use, including but not limited to non-payment of Fees under Clause 7 (License Fee and Payment Terms).

c) The Client ceases to operate in the ordinary course of business, becomes insolvent, assigns its assets for the benefit of creditors, or is the subject of any bankruptcy, reorganization, liquidation, or similar proceeding.

(ii) Effect of Suspension

If the Company suspends the Client's access:

• The Client shall remain responsible for all Fees incurred through the date of suspension.
• The Client shall remain liable for all applicable Fees for any portion of the Solution to which the Client continues to have access, including data storage fees and charges for in-process tasks completed up to the date of suspension.
• The Company will not delete the Client's content or data uploaded prior to suspension unless otherwise specified in these Terms.

Suspension shall be in addition to, and not in lieu of, the Company's right to terminate the Client's subscription in accordance with Clause 12 (Termination).

CONFIDENTIALITY

(i) Definition and Exclusions

"Confidential Information" means any non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), including but not limited to technical data, business strategies, financial information, customer data, product details, trade secrets, or any other material, whether disclosed orally, in writing, or electronically.

Confidential Information does not include information that:

• Is publicly available at the time of disclosure or later becomes public through no fault of the Receiving Party;
• Was lawfully known to the Receiving Party prior to disclosure;
• Is disclosed to the Receiving Party by a third party who is not under an obligation of confidentiality;
• Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

(ii) Obligations of Confidentiality

The Receiving Party agrees to:

• Use the same level of care it uses to protect its own confidential information, but no less than a reasonable standard of care, to protect the Disclosing Party's Confidential Information.
• Use Confidential Information solely to perform its obligations under these Terms of Use.
• Not claim any ownership rights or create any lien on the Disclosing Party's Confidential Information.
• Limit access to Confidential Information only to employees, agents, or subcontractors who have a legitimate need to know such information and are bound by similar confidentiality obligations.
• Notify the Disclosing Party promptly of any unauthorized disclosure or breach of Confidential Information.

(iii) Required Disclosure

The Receiving Party may disclose Confidential Information if required by applicable UAE laws or court orders, provided that:

• The Receiving Party gives prior notice to the Disclosing Party (unless legally prohibited).
• The Receiving Party reasonably cooperates with the Disclosing Party in seeking protective measures.

Confidentiality obligations shall survive the termination or expiration of these Terms of Use.

(iv) Equitable Relief

Each party acknowledges that any breach of this confidentiality provision may cause irreparable harm to the other party. In such cases, the injured party is entitled to seek injunctive relief or other equitable remedies, in addition to any other legal remedies available under UAE law.

TERMINATION

(i) Termination by Client

The Client may terminate these Terms of Use:

• During the Trial Period, without incurring Subscription Fees.
• After the Trial Period, by opting out of auto-renewal and providing written notice to the Company prior to the renewal date.

Upon receipt of such notice, the Company shall terminate the Client's access to the Solution on the effective termination date ("Subscription End Date").

(ii) Effect of Termination

Upon termination:

• All rights granted to the Client under these Terms of Use shall immediately cease.
• All amounts due and payable by the Client shall remain payable up to the Subscription End Date.
• The Client shall destroy or return all Confidential Information and materials provided by the Company. However, if any Confidential Information remains in automated backup systems, the Client's confidentiality obligations shall continue to apply until such data is securely deleted.

SERVICE LEVELS

(i) Target Availability

The Company will use commercially reasonable efforts to maintain the Solution's availability at 95% uptime during each calendar year ("Target Availability").

(ii) Exclusions

The following events shall not count towards downtime:

• Unauthorized use of the Solution by the Client.
• General internet or connectivity issues outside the Company's control.
• Force majeure events (e.g., natural disasters, government actions).
• Client-side equipment, software, or network issues.
• Scheduled or emergency maintenance with prior notice.

REMEDY FOR FAILURE TO MEET TARGET AVAILABILITY

If the Solution fails to meet the Target Availability for two (2) consecutive months, the Client shall have the right to terminate these Terms of Use by providing written notice to the Company within thirty (30) days after the end of the second such month.

In such case, the Company shall refund to the Client any prepaid, unused Fees paid for the affected period, calculated on a pro-rata basis. This refund shall be the Client's sole and exclusive remedy for such failure.

THIRD-PARTY APPLICATIONS AND SERVICES

The Solution may include or enable access to third-party products, software, services, or applications, including but not limited to WhatsApp Business API and other integrated services ("Third-Party Services").

• The Company makes no representations or warranties regarding such Third-Party Services.
• The Company does not control and is not responsible for the availability, quality, security, legality, or content of any Third-Party Services.
• The Client's use of Third-Party Services is entirely at the Client's own risk, and the Client shall indemnify and hold the Company harmless from any claims or damages arising out of such use.
• The use of Third-Party Services is governed by the terms of use, license agreements, privacy policies, and other contractual provisions of the respective third-party providers.

The Client acknowledges that any information, including Personal Data, shared with such Third-Party Services is subject to their privacy policies and not this Agreement.

DATA PROTECTION & PRIVACY

(i) Client Responsibility

The Client shall be solely responsible for:

• Obtaining valid and lawful consent from end-users or data subjects in accordance with the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL) and any other applicable data protection laws.
• Maintaining accurate records of such consents.
• Ensuring that any Personal Data shared with the Company has been lawfully collected and processed.

The Client agrees to indemnify the Company for any damages arising from non-compliance with data protection obligations.

(ii) Company Responsibility

The Company shall:

• Process Personal Data received from the Client strictly for the purpose of providing the Solution.
• Not sell, rent, or otherwise use Personal Data for any unauthorized purpose.
• Implement reasonable security and technical measures to protect Personal Data in compliance with PDPL, TDRA guidelines, and industry standards.

(iii) Cloud API – WhatsApp Infrastructure

The Client acknowledges and agrees that:

• WhatsApp messaging data will be processed and stored within Meta's Cloud API infrastructure, with data centers located in regions determined by Meta (currently including North America and the European Union).
• Data localization within the UAE is not offered for WhatsApp messaging data.
• Any data shared through the WhatsApp infrastructure will be subject to Meta's policies and applicable data transfer safeguards.

DISCLAIMERS OF WARRANTIES

To the maximum extent permitted under applicable UAE law:

No Warranty of Uninterrupted Service: The Company disclaims any and all warranties that the Solution will be uninterrupted, error-free, or completely secure. The Solution is provided "as is" and "as available."

No Liability for Certain Events: The Company shall not be liable for:

• Errors, omissions, or delays in the operation of the Solution.
• Loss or corruption of data, unauthorized access, or data breaches caused by factors outside the Company's reasonable control.
• Viruses, malware, or other harmful components introduced by third-party platforms or client-side systems.

The Client assumes all risks arising from the use of the Solution, except where expressly stated otherwise in these Terms of Use.

INDEMNITY

(i) Client Indemnity

The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, agents, and employees from and against any and all losses, liabilities, claims, damages, demands, suits, actions, proceedings, costs, and expenses (including reasonable legal fees) incurred or suffered by the Company arising out of or in connection with:

• Any breach, violation, or non-compliance with the Client's obligations, warranties, representations, covenants, or undertakings under these Terms of Use.
• Any infringement or alleged infringement of any third-party intellectual property rights caused by the Client's use of the Solution, data, or content in violation of these Terms.
• Any misuse of the Solution by the Client or its authorized personnel.

(ii) Company's Indemnity

The Company agrees to indemnify, defend, and hold harmless the Client from and against any third-party claims, liabilities, damages, suits, or expenses (including reasonable legal fees) arising from or in connection with:

• The Company's infringement of any third-party intellectual property rights in the UAE relating to the Solution.
• Any willful misconduct or gross negligence by the Company in the provision of the Solution.

The Company's indemnity obligations shall not apply where any claim results from the Client's misuse of the Solution, modifications made by the Client without the Company's prior written approval, or use of the Solution in combination with unauthorized software or systems.

LIMITATION OF LIABILITY

• Neither Party shall be liable to the other for any indirect, special, incidental, punitive, or consequential damages of any kind, including but not limited to loss of profits, loss of business, loss of data, or business interruption, even if such Party was advised or should have been aware of the possibility of such damages.
• In no event shall the total aggregate liability of the Company under these Terms of Use, whether in contract, indemnity, tort, or otherwise, exceed the total Fees paid by the Client to the Company in the twelve (12) months immediately preceding the date on which the claim arose.

This limitation shall not apply to liability arising from fraud, gross negligence, or willful misconduct.

INTELLECTUAL PROPERTY RIGHTS

• All rights, title, and interest in and to the Solution, including any present or future modifications, updates, upgrades, enhancements, and related intellectual property rights, shall remain the sole and exclusive property of the Company at all times.
• These Terms of Use do not transfer any ownership or proprietary interest in the Solution from the Company to the Client. The Client is granted only a limited license to use the Solution in accordance with these Terms.
• The Client acknowledges that the license granted does not include a license to any third-party software or intellectual property. The Client is solely responsible for obtaining and maintaining all required licenses for third-party software at its own cost, unless otherwise expressly agreed in writing.
• The Client shall not, during or after the Term, dispute or contest the ownership of any intellectual property belonging to the Company, nor attempt to register or use any trademarks, designs, product names, or trade names that are confusingly similar to those of the Company.
• The Client shall promptly notify the Company of any actual or threatened claims, demands, or notices relating to the Company's intellectual property and shall provide reasonable cooperation and assistance to the Company in the defense of such claims.
• Any intellectual property developed or customized by the Company specifically for the Client shall remain the property of the Company unless otherwise expressly agreed in writing.

INDEPENDENT CONTRACTOR

The relationship between the Parties shall be on a principal-to-principal basis. Each Party is an independent contractor and not a legal representative, partner, joint venturer, or agent of the other Party. Neither Party shall have the authority, whether express or implied, to create obligations or enter into binding agreements on behalf of the other Party without prior written consent.

GOVERNING LAW, ARBITRATION, AND JURISDICTION

These Terms of Use shall be governed by and construed in accordance with the laws of the United Arab Emirates (UAE).

In the event of any dispute arising out of or in relation to these Terms of Use:

• The Parties shall first make reasonable efforts to resolve the dispute amicably through senior management discussions within thirty (30) days of the dispute notice.
• If unresolved, the dispute shall be referred to arbitration in accordance with the rules of the Sharjah International Commercial Arbitration Centre (Tahkeem) or any other mutually agreed arbitration center in the UAE.
• The arbitration shall be conducted in English, and the seat of arbitration shall be Sharjah, UAE.
• The arbitral award shall be final and binding on both Parties.
• The Parties may mutually agree to conduct arbitration proceedings virtually via secure video conferencing platforms.

PUBLICITY

The Client expressly grants the Company the right to use its name, logo, and general performance metrics (non-confidential) in the Company's marketing, case studies, and promotional materials, both online and offline. Such usage shall be non-exclusive, royalty-free, worldwide, perpetual, and irrevocable. The Company agrees that any usage of the Client's brand shall not misrepresent the Client's relationship with the Company.

FORCE MAJEURE

Except for the obligation to make payments when due, neither Party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control ("Force Majeure Events"), including but not limited to:

• Acts of God or nature (floods, earthquakes, storms).
• War, terrorism, or civil unrest.
• Epidemics or pandemics.
• Strikes or labor disputes.
• Government regulations or restrictions.
• Failures of utilities, internet service providers, or telecommunications networks.

If a Force Majeure Event continues for more than fifteen (15) consecutive days, either Party may terminate these Terms of Use without further liability, except that the Client shall remain liable for payment for all services used prior to the termination date.

CONTACT DETAILS

All communications or notices to the Company under these Terms of Use must be in writing and sent to the following address or email (as updated from time to time by the Company):

SURVIVAL AND SEVERABILITY

Any provisions of these Terms of Use that, by their nature, should survive termination (including but not limited to confidentiality, indemnity, intellectual property, limitation of liability, and governing law) shall remain in effect.

If any provision of these Terms of Use is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to achieve the original intent of the Parties as closely as possible.

WAIVER

No waiver of any provision or right under these Terms of Use shall be effective unless made in writing and signed by the waiving Party. Failure or delay in exercising any right shall not operate as a waiver of such right or any other rights.

ASSIGNMENT

The Company may assign or transfer these Terms of Use or any part thereof, at its sole discretion, to any of its affiliates, holding companies, subsidiaries, or third-party service providers without notice to the Client.

The Client shall not assign or transfer its rights or obligations under these Terms of Use without the prior written consent of the Company. Any attempted assignment in violation of this provision shall be null and void.