Terms and Conditions

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

1.1 “Agreement”: This Deployable SaaS Agreement, including all its schedules, exhibits, appendices, and any amendments or addenda hereto, which governs the terms and conditions under which the Company provides access to the Software to the Customer. The Agreement outlines the rights, obligations, and limitations for both the Company and the Customer in relation to the use of the Software and related services, as well as the terms of payment, support, and intellectual property rights. The Agreement also includes any Order Form and Credit Top-Up Form executed by the Customer, which form an integral part of this Agreement, and govern the specific details of the Software subscription, services, pricing, and any Credit top-up provisions, as applicable.

1.2 “Authorized Partner”: Any distributor, reseller, contractor, vendor, or other business partner authorized by the Company to distribute, sell, or support the Company’s Software, including those parties authorized to offer the Software as part of a bundled solution, or to provide other services related to the Software, including implementation, training, maintenance, and support. An Authorized Partner’s actions are considered binding on the Customer to the extent of any rights granted by the Company through this Agreement.

1.3 “Company”: Deployable Artificial Intelligence Consultancies LLC, a company organized and existing under the laws of the United Arab Emirates, with License No. 1413084 and its head office located at Office No. 302-047 Premium Diamond Real Estate Management, Dubai Investment Park 1, Dubai, UAE. The Company provides access to its cloud-based software and related services under the terms of this Agreement, and is the owner of the Software and its associated intellectual property rights.

1.4 “Consequential Damages”: Includes all forms of indirect, special, incidental, punitive, exemplary, and consequential damages, including but not limited to loss of profits, revenue, goodwill, or business opportunities, as well as damages related to work stoppage, service interruption, loss of data, system or service disruption, damage to reputation, personal injury, system failure, increased operational costs, or any other loss resulting from the use or inability to use the Software. The Company disclaims liability for such damages, even if the Company has been advised of the possibility of such damages, and such damages are expressly excluded from the scope of this Agreement.

1.5 “Credit Top-Up Form”: The Credit Top-Up Form provided by the Company and executed by the Customer, which outlines the process and terms for purchasing additional Credits to be used for the Software. The Credit Top-Up Form details the amount of Credits to be purchased, the associated fees, and any specific conditions under which the Credits may be applied to the Customer’s account for use within the Software. The Credit Top-Up Form forms an integral part of the Agreement and is binding upon the Customer once signed. A “Credit” shall mean a virtual usage tokens purchased by the Customer under this Agreement and used to access and consume specific functionalities of the Software, including but not limited to AI-powered conversations conducted via integrated third-party communication platforms (e.g., WhatsApp, Slack, Microsoft Teams, Telegram, LinkedIn, or email). Credits are charged based on the number, type, and complexity of client conversations initiated, managed, or responded to by the Software. Credits are:

• Prepaid and must be topped up via the Credit Top-Up Form;
• Consumed automatically per defined usage rules;
• Non-refundable and non-transferable;
• Subject to expiration (Credits are valid for 12 months after purchase subject to the expiry of this Agreement).

 

 

1.6 “Customer”: The entity that has entered into this Agreement with the Company for the use of the Software, as identified in the Order Form. The Customer is the organization or individual that subscribes to the Software, and is responsible for ensuring compliance with the terms of this Agreement, including any provisions related to usage, data security, and payments.

1.7 “DAT” (Detection Definition Files): Also known as signature files, DAT files contain the predefined detection codes used by anti-malware software to identify and resolve threats such as viruses, Trojan horses, worms, spyware, ransomware, and potentially unwanted programs (PUPs).

1.8 “Derivative Work”: Any work created by modifying, translating, adapting, or transforming the Software, including but not limited to any enhancements, extensions, customizations, or software developed based on the Software’s source code or object code, whether or not such derivative work is capable of functioning independently.

1.9 “High-Risk System”: Any device, system, or infrastructure that is critical to the health, safety, or security of individuals, property, or operations, where a failure of such system may result in catastrophic consequences, including but not limited to medical devices, life-support systems, nuclear facilities, air traffic control systems, power plants, critical infrastructure, transportation systems, or weapons systems.

1.10 “Intellectual Property Rights”: All rights to any inventions, patents, copyrights, trademarks, trade secrets, moral rights, designs, know-how, technical data, software, documentation, and other intellectual property or proprietary rights anywhere in the world, whether now existing or created in the future, and including all renewals, applications, and reissues thereof. This includes, without limitation, any rights granted to the Company or its licensors under statutory law, common law, international treaties, or other laws applicable to the Software. The Company reserves all rights to the Software and any modifications, enhancements, or improvements to the Software developed during the term of this Agreement, unless otherwise expressly agreed in writing.

1.11 “Order Form”: The Order Form refers to the document that the Customer signs to place an order for the Software, and which details the subscription model, number of licenses, Credits, fees, and any additional services or options chosen by the Customer. The Customer’s signing of the Order Form constitutes the Customer’s agreement to be bound by the terms of this Agreement, and the Order Form is hereby incorporated into this Agreement by reference.

1.12 “Personal Data” or “Personal Information”: Any information related to an identified or identifiable individual, including but not limited to names, email addresses, contact details, and IP addresses, or any data that falls within the broader definition of “Personal Data” under the General Data Protection Regulation (GDPR) or any other applicable data protection laws. Personal Data does not include anonymized or aggregated data that cannot be linked to any specific individual. The Customer must ensure that any Personal Data transferred to the Company for processing under this Agreement is compliant with applicable data protection laws, including obtaining necessary consents from data subjects.

1.13 “Support” or “Technical Support”: The services provided by the Company or its Authorized Partners to assist the Customer in maintaining and using the Software, which may include troubleshooting, bug fixes, updates, patches, system performance optimizations, and access to online help resources. Support may be provided under a subscription, if applicable, as may be indicated in the Order Form. Support does not include resolution of issues caused by the Customer’s misuse or failure to follow the Software documentation.

1.14 “Updates”: Any new or modified version of the Software released by the Company that is made available to the Customer as part of purchased support or maintenance services. Updates may include bug fixes, security patches, minor improvements, or changes to functionality but do not include major new features, which may be made available as part of an Upgrade. The Company reserves the right to modify or discontinue certain features without notice, provided such modifications do not materially diminish the core functionality of the Software.

1.15 “Upgrade”: A major enhancement or improvement to the Software that introduces new functionality or substantial changes to the Software’s existing features. Upgrades are typically made available to End Users as part of a paid support or maintenance plan. The Customer may be required to purchase additional rights to use certain upgrades or new features beyond the initial Software license. Upgrades are provided at the Company’s discretion and are not separately priced or marketed unless otherwise agreed by the parties in writing.

2. SOFTWARE LICENSE

2.1 The Software, including but not limited to any images, photographs, animation, video, audio, music, text, “applets”, and all other content, code, and functionality incorporated into the Software, is exclusively owned by the Company and its third-party licensors. The Software is licensed to the Customer based on the terms of this Agreement. The Customer’s signing of the Order Form shall be considered as an automatic acceptance of the terms of this Agreement. No further signature of the Agreement is required.

2.2 The Software’s structure, organization, design, and code are proprietary and constitute valuable trade secrets of the Company and the third-party licensors. The Company may update DAT files from time to time as part of Software maintenance, but does not warrant the ability to detect all types of malware or threats in real-time. The Software is protected by copyright law, trade secret law, and other intellectual property laws, including international treaties. The Company retains all rights, title, and interest in and to the Software, including any Updates, modifications, and derivative works created from the Software, and the Customer is granted only the limited rights expressly set forth in this Agreement.

2.3 Except as expressly provided in this Agreement, no license is granted to the Customer under any Intellectual Property Rights owned or controlled by the Company or its licensors, and the Customer shall not acquire any ownership interest in the Software or any portion thereof. The Software is licensed, not sold, to the Customer. The Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software solely for internal business purposes as outlined in the Order Form and under the terms of this Agreement. The Customer’s right to use the Software is subject to compliance with all applicable restrictions and usage conditions specified in this Agreement.

2.4 The Customer agrees and acknowledges that it shall not, without the prior written consent of the Company, use the Software for any purposes other than those expressly authorized by this Agreement. The Customer agrees to comply with all usage restrictions and limitations set forth herein, including but not limited to:

2.4.1 Not to copy, distribute, modify, or create derivative works of the Software, except to the extent expressly authorized by the Company.

2.4.2 Not to reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas, algorithms, or data structures of the Software.

2.4.3 Not to use the Software for any illegal, unlawful, or unauthorized activities, or to infringe upon the Intellectual Property Rights of the Company or any third party.

2.4.4 Not to attempt to bypass or disable any security mechanisms implemented in the Software or its associated systems.

2.5 The Company grants the Customer a subscription-based license for access to the Software, and this subscription license is provided based onaSubscription License that includes access to specific features or functionalities, as described in the Order Form.

2.6 The Customer acknowledges and agrees that the subscription fee covers only access to the Software portal, and any usage of additional features, Credits, or other premium services must be separately purchased by the Customer through the Order Form. The subscription fee does not cover the use of Credits, and the Customer will be required to purchase Credits via the Order Form or other means established by the Company. Credits are necessary for using certain aspects or features of the platform, and any use of such features without the proper purchase of Credits constitutes a breach of this Agreement.

2.7 The Company reserves the right, at its sole discretion, to modify, suspend, or discontinue any portion of the Software or any features, Upgrades, or Support services at any time, without prior notice, provided such modifications do not materially diminish the Software’s core functionality as described in this Agreement. The Customer agrees to accept such modifications as part of the ongoing SaaS service.

3. EXCLUDED SOFTWARE

3.1 Notwithstanding the foregoing limited license grant, the Customer acknowledges and agrees that the Product may include software, tools, or technologies that are subject to separate and additional terms and conditions (the “Excluded Software”), which may include, but are not limited to, proprietary third-party software and Open Source Components. Excluded Software is software that is not licensed under this Agreement and is instead governed by its own license terms, which may provide different rights and obligations than those outlined in this Agreement. The Customer agrees to comply with the applicable terms for all Excluded Software and acknowledges that the terms of such licenses will take precedence over the terms of this Agreement to the extent of any conflict.

3.2 Certain Excluded Software may be subject to Open Source Software Licenses, which are licenses approved by recognized open-source organizations, such as the Open Source Initiative or similar licensing bodies. In such cases, the terms of the open-source license will apply only to the Open Source Components and will supersede the terms of this Agreement regarding the use, modification, and distribution of those Open Source Components. The Customer acknowledges that use of Open Source Components may be subject to additional restrictions and obligations, including, but not limited to, the requirement to distribute modified source code or the provision of attribution.

3.3 The Company shall maintain an up-to-date list of all Excluded Software, including Open Source Components, along with the relevant licensing terms for each, which will be made available to the Customer via the Company’s website or within the Software platform. The Company reserves the right to modify, update, or remove Excluded Software or Open Source Components from the Product and may update the list of Excluded Software at its sole discretion. The Customer agrees to regularly review the list of Excluded Software and the corresponding licenses to ensure ongoing compliance with any changes, and acknowledges that it is the Customer’s responsibility to stay informed of any Updates.

3.4 The Company makes no representations or warranties regarding the Excluded Software, including any warranties of non-infringement, functionality, or fitness for a particular purpose. The Customer’s use of any Excluded Software is at its own risk, and the Company shall not be liable for any issues, damages, or consequences arising from the use of such software. The Customer agrees to indemnify and hold the Company harmless from any claims, losses, or damages arising from the Customer’s use or distribution of Excluded Software.

4. STIPULATION OF THE NUMBER OF LICENSES

4.1 The right to use the Software is strictly limited to the number of licenses purchased by the Customer, as specified in the Order Form. The Customer shall only have access to the Software for use by the Authorized Users identified in the Order Form, and the number of licenses shall not exceed the number specified unless expressly authorized by the Company. The Customer shall not use, permit, or allow any third party to access or use the Software beyond the number of licenses granted under this Agreement.

4.2 The Customer agrees that any use of the Software beyond the licensed number of users or licenses is a material breach of this Agreement. The Company may, at its sole discretion, require the Customer to pay additional fees for any excess usage, and the Customer shall immediately cease any unauthorized use of the Software. The Company may also suspend or terminate access to the Software if the Customer exceeds the licensed number of users or licenses without obtaining the Company’s prior written consent.

4.3 The Customer acknowledges that the Company tracks the number of licenses assigned to the Customer through its system, and that the Company reserves the right to audit the Customer’s use of the Software to ensure compliance with the license limitations. The Customer agrees to fully cooperate with such audits, providing the necessary data and access as required by the Company. If the audit reveals that the Customer has exceeded the number of licensed users or licenses, the Customer agrees to pay any additional fees arising from the excess usage as determined by the Company.

4.4 In the event the Customer requires additional licenses or users beyond the original number specified in the Agreement, the Customer agrees to submit a new order form or amendment to this Agreement, and obtain the Company’s written consent for the new license quantity. The terms and fees for additional licenses or users shall be subject to the Company’s then-current pricing and licensing policies.

5. LICENSE RESTRICTIONS

5.1 Except as expressly set out in this Agreement or as permitted by applicable local law, the Customer agrees and acknowledges that it shall not, directly or indirectly:

5.1.1 Copy, reproduce, or otherwise duplicate the Software or Documents, except where such copying is strictly incidental to normal use of the Software, or as necessary for backup, archival, or operational security purposes. Any copies made must be maintained in accordance with the Company’s instructions and shall be clearly marked as copies of the original Software or Documents, with the same copyright or proprietary notices.

5.1.2 Rent, lease, sublicense, loan, sell, resell, assign, distribute, or otherwise transfer the Software or Documents, in whole or in part, to any third party, or use the Software for any third-party service bureau, time-sharing, hosting, or similar services. The Customer shall not make the Software or Documents available to anyone other than the Authorized Users specified in the Order Form.

5.1.3 Translate, merge, adapt, alter, modify, disassemble, reverse-engineer, decompile, or create derivative works based on the Software or Documents, except to the extent such actions are expressly permitted under applicable law. The Customer shall not use any results of reverse engineering or decompiling to create any competitive products or services, or to gain access to the source code, design, or underlying proprietary information of the Software.

5.1.4 Circumvent or disable any security mechanisms, restrictions, or technical limitations in the Software, including without limitation any password protections, digital rights management (DRM) technologies, or encryption. The Customer shall not attempt to hack or bypass any security protocols or use the Software in any unauthorized manner.

5.1.5 Create Derivative Works based on the Software which is prohibited unless explicitly authorized by the Company in writing. Unauthorized creation of derivative works constitutes a breach of this Agreement and may result in termination of the Customer’s license.

5.2 The Customer further agrees to comply with all applicable laws, rules, and regulations, including technology control and export laws that apply to the Software. Specifically, the Customer shall not export or re-export, directly or indirectly, the Software to any country, individual, or entity that is prohibited from receiving the Software under applicable U.S. or international export laws or any laws governing the Software’s distribution. The Customer agrees not to use the Software for any unlawful purposes or in violation of any applicable trade sanctions or restrictions imposed by any government authority.

5.3 The Customer agrees that it shall not attempt to use or allow any third party to use the Software in any manner that could harm, damage, or interfere with the Software, the Company’s infrastructure, or the infrastructure of other users. This includes, but is not limited to, using the Software for malicious purposes, deploying it in a manner that strains the system’s resources, or using it to host or distribute malicious code, viruses, malware, or any other harmful software.

5.4 The Customer shall not use the Software for any purpose that would violate the Intellectual Property Rights of the Company or any third parties. The Customer shall ensure that its use of the Software is in strict compliance with all applicable intellectual property laws and shall immediately notify the Company of any infringement or violation of such rights.

5.5 The Customer further agrees and acknowledges that the Software is not designed for use in high-risk systems unless the Customer has received explicit written authorization from the Company, acknowledging and accepting any additional risks and liabilities associated with such use.

6. ACCEPTABLE USE RESTRICTIONS

6.1 Except for the limited privileges granted herein, the Customer agrees that it shall not use the Software for any unlawful, immoral, fraudulent, or unethical purposes, or in a manner that violates the terms of this Agreement. The Customer further agrees not to engage in or allow any activity that may result in harm to the Company’s infrastructure, its reputation, or to other users. Specifically, the Customer agrees not to:

6.1.1 Engage in or permit fraudulent, malicious, or harmful activities, including, but not limited to, the introduction of malicious code (such as viruses, worms, spyware, malware, Trojans, or any other harmful software), phishing attacks, data breaches, or attempts to exploit vulnerabilities in the Software or the Company’s systems. The Customer shall implement appropriate security measures to prevent the introduction or transmission of malicious code or unauthorized access to the Software, and shall immediately notify the Company of any such incident.

6.1.2 Use or permit the use of the Software in a manner that infringes upon the Intellectual Property Rights of the Company, its licensors, or any third party, including unauthorized copying, distribution, or modification of the Software or any related materials. The Customer agrees to respect all copyright, trademark, and other intellectual property notices and shall not remove or alter any proprietary rights notices included in the Software or associated materials.

6.1.3 Transmit, upload, or otherwise make available any material through the Software that is defamatory, offensive, obscene, discriminatory, threatening, harassing, harmful, or otherwise illegal, including content that promotes illegal activities, hate speech, racial, or religious discrimination, or violence. The Customer shall be solely responsible for ensuring that all content uploaded, shared, or transmitted via the Software complies with applicable laws and regulations and does not infringe upon the rights of any third party.

6.1.4 Use the Software in any way that could disrupt, damage, or impair the functionality or performance of the Software, the Company’s infrastructure, or the experience of other users, including but not limited to actions that overload, impair, or interfere with the availability of the Software or the Company’s systems, or cause degradation in performance. The Customer agrees not to attempt to interfere with or disrupt the functionality of the Software by introducing undue strain, executing denial-of-service attacks, or exploiting system weaknesses to gain unauthorized access to the Software or any other related systems.

6.2 The Customer acknowledges and agrees that any of the activities listed in Section 6.1 are prohibited and shall be considered a material breach of this Agreement. In the event the Company discovers that the Customer has engaged in any of these prohibited activities, the Company reserves the right to immediately suspend or terminate the Customer’s access to the Software, at its sole discretion, without liability to the Customer. In addition, the Company may seek damages, injunctive relief, and any other remedies available under law or equity for any violations of these restrictions.

6.3 The Customer further agrees to:

6.3.1 Immediately report any known or suspected unauthorized use of the Software, any security breach, or any activity that violates the provisions of this Section 6 to the Company.

6.3.2 Cooperate fully with the Company in investigating any violations or suspected violations of this Section 6, including providing access to relevant records or evidence in the Customer’s possession.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Customer acknowledges that the Software, Documents, Technology, and any related materials, including all modifications, enhancements, Updates, and Derivative Works, are the exclusive property of the Company or its licensors. All Intellectual Property Rights, including but not limited to copyrights, trademarks, patents, and trade secrets, in the Software, Documents, and Technology are owned solely by the Company or its licensors. The Customer has no rights to access, modify, reverse engineer, or otherwise attempt to derive the source code or underlying structure of the Software. The Customer’s rights to use the Software are strictly limited to those granted under this Agreement. The Customer acknowledges that it has no right to use, copy, modify, distribute, or otherwise exploit the Software or any related materials except as explicitly permitted under the terms of this Agreement.

7.2 Any feedback, suggestions, ideas, or comments provided by the Customer regarding the Software, including but not limited to improvements, features, performance issues, or other recommendations (collectively, “Feedback”), shall be considered non-confidential and shall become the exclusive property of the Company. The Company shall have the right to use, modify, distribute, or otherwise incorporate such Feedback into the Software or its business operations without any obligation to the Customer. The Customer agrees that all Intellectual Property Rights in and to the Feedback shall immediately and automatically vest in the Company, and the Customer shall not be entitled to any compensation or credit for such Feedback. The Customer further agrees that any Feedback provided will not infringe upon the Intellectual Property Rights of any third party, and agrees to indemnify and hold the Company harmless from any and all claims, damages, or losses arising from any infringement or violation of third-party Intellectual Property Rights resulting from the Customer’s submission of such Feedback.

8. LIMITED WARRANTY AND DISCLAIMER

8.1 The Company warrants that, for a period of 30 days from the purchase date of the Software (the “Warranty Period”), the Software will perform substantially in accordance with the documentation provided by the Company (the “Limited Warranty”). The Customer’s exclusive remedy for any breach of this Limited Warranty shall be, at the Company’s sole discretion, to either repair, replace, or refund the purchase price of the Software, but in no event shall the Company be liable for any indirect, incidental, special, or Consequential Damages arising from the Software’s performance or failure to perform. This Limited Warranty does not apply to any defects, failures, or issues caused by unauthorized modifications, misuse, or failure to use the Software in accordance with the documentation or the terms of this Agreement.

8.2 Except for the express Limited Warranty set forth in Section 8.1, the Software is provided “as-is”, and the Company disclaims all other warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not warrant that the Software will be error-free, uninterrupted, or meet the Customer’s specific requirements. The Customer acknowledges that the Software may not be free from defects or bugs, and that the Company is not responsible for any failures or errors in the Software’s operation.The Customer further acknowledges that certain functionalities of the Software may utilize artificial intelligence and machine learning technologies, which are inherently probabilistic and evolving in nature. As such, the Company does not warrant the accuracy, reliability, completeness, or legality of any output, recommendation, classification, or decision generated by the Software’s AI components, and disclaims any liability arising from any reliance by the Customer or its end-users on such AI-generated outputs.

The Company makes no guarantee that the Software will be available at all times or that any Updates, bug fixes, or patches will be timely, error-free, or effective in resolving specific issues encountered by the Customer.

8.3 The Company does not warrant, and specifically disclaims any responsibility for, the compatibility of the Software with any hardware or software configurations not expressly recommended by the Company, or for any performance issues arising from third-party products, plugins, or integrations that the Customer uses in connection with the Software.

9. LIMITATION OF LIABILITY

9.1 The total liability of the Company for any claims, damages, losses, or expenses arising under or in connection with this Agreement shall not exceed the total amount paid by the Customer to the Company for the Software and Services during the 12-month period immediately preceding the event giving rise to the claim. The Customer acknowledges that this limitation is a reasonable allocation of risk based on the nature of the Software and the Services provided under this Agreement, and reflects the agreed-upon contractual relationship between the parties.

9.2 In no event shall the Company be liable for any indirect, incidental, special, punitive, exemplary, or Consequential Damages, including, but not limited to, loss of profits, loss of business, loss of revenue, loss of goodwill, work stoppage, system downtime, loss of data, or any other economic loss, whether arising from breach of contract, tort (including negligence), warranty, statutory duty, or any other legal theory, even if the Company has been advised of the possibility of such damages. The Customer expressly acknowledges that the Company’s liability under this Agreement is limited to the direct damages actually suffered by the Customer, and that the Customer has not relied upon any representation or warranty outside of those expressly set forth in this Agreement.

9.3 The limitations and exclusions of liability set forth in this Section 9 shall apply regardless of the form of action, whether in contract, tort (including negligence), equity, statute, or otherwise, and shall apply even if the Customer has been advised of the possibility of such damages or if a remedy provided under this Agreement fails of its essential purpose. Nothing in this Agreement shall limit or exclude the Company’s liability for death or personal injury caused by its negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

9.4 The Customer acknowledges that the Software is provided “as-is” and that the Company does not guarantee any specific results or outcomes from the use of the Software. The Customer is solely responsible for determining the suitability of the Software for its business needs, and the Company’s liability is further limited by the Customer’s own actions and decisions in using the Software. The Customer agrees that the limitations of liability set forth in this Agreement are essential elements of the Agreement and form the basis for the bargain between the parties.

9.5 Notwithstanding any other provision of this Agreement, if the Company is found liable for any reason, the aggregate liability for any claim arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall in no event exceed the fees actually paid by the Customer for the Software or Services giving rise to the claim in the 12 months immediately preceding the claim.

10. INDEMNIFICATION

10.1 The Customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, affiliates, agents, and licensors (collectively, the “Company Indemnified Parties”) from and against any and all losses, damages, liabilities, expenses, costs, fees (including legal fees and expenses), fines, judgments, and penalties arising from or in connection with any third-party claims, actions, suits, or proceedings (collectively, “Claims”) that arise out of or are related to:

10.1.1 The Customer’s misuse, unauthorized use, or abuse of the Software, including any use of the Software that violates the terms of this Agreement, any applicable law, or any third-party rights;

10.1.2 Any violation by the Customer of applicable laws, regulations, or contractual obligations, including but not limited to, laws governing intellectual property, consumer protection, data protection, privacy, or anti-money laundering;

10.1.3 Any failure by the Customer to comply with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) or other data privacy regulations, and any claims arising out of the Customer’s handling, processing, storage, or transfer of Personal Data;

10.1.4 Any breach of the Customer’s representations, warranties, or obligations under this Agreement, including failure to comply with the Customer’s obligations concerning data security, confidentiality, and access control;

10.1.5 Any claim or legal action arising from the Customer’s use of the Software, including but not limited to, claims for intellectual property infringement, privacy violations, or consumer protection violations, whether such claims arise from the Customer’s activities or the actions of its Authorized Users;

The Customer’s obligation to indemnify the Company applies regardless of whether the Company was negligent or at fault in connection with the event or claim giving rise to the indemnification.

10.2 The Company agrees to indemnify, defend, and hold harmless the Customer, its officers, directors, employees, and agents (collectively, the “Customer Indemnified Parties”) from and against any and all losses, damages, liabilities, expenses, costs, fees (including legal fees and expenses), fines, judgments, and penalties arising from or in connection with any third-party claim that the Software, as provided by the Company, directly infringes the intellectual property rights of a third party, specifically claims of direct patent infringement or copyright infringement related to the Software. The Company’s indemnification obligation shall not apply to any claims arising from the Customer’s modification of the Software, its combination with third-party software, or any unauthorized use of the Software.

10.3 Indemnification Procedures: In the event of any Claim subject to indemnification under this Agreement, the indemnified party shall:

10.3.1 Provide prompt written notice to the indemnifying party of any Claim for which indemnification is sought;

10.3.2 Grant the indemnifying party sole control of the defense and settlement of such Claim, including the right to settle or compromise the Claim, provided that the indemnifying party shall not settle any Claim without the indemnified party’s prior written consent, which shall not be unreasonably withheld, if such settlement would adversely affect the indemnified party’s rights or interests;

10.3.3 Cooperate fully with the indemnifying party in the defense of the Claim, at the indemnifying party’s expense, and provide reasonable assistance, information, and documentation as necessary for the defense or settlement of the Claim.

10.4 Exclusions from Indemnification: The Company’s indemnification obligations under Section 10.2 shall not apply to any Claims arising from:

• The Customer’s use of the Software in a manner not expressly authorized by this Agreement;

 

• Modifications, adaptations, or alterations made to the Software by the Customer or a third party, without the Company’s express written consent;

 

• Any combination of the Software with products or services not provided by the Company, where the alleged infringement would not have occurred but for such combination;

 

• The Customer’s failure to implement Updates, patches, or other modifications provided by the Company that were intended to resolve the infringement claim.

11. PRIVACY AND DATA COLLECTION

11.1 The Software may collect, process, store, and transfer Personal Data from the Customer and End Users (collectively, “Data”) in the course of providing the Software and related services. The Company shall handle, process, and store all Personal Data in strict compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and any other relevant data protection regulations, as well as in accordance with its Privacy Policy, which is available on the Company’s website (the “Privacy Policy”).

11.2 The Customer acknowledges and agrees that it is the Customer’s responsibility to ensure that it has obtained all necessary consents, authorizations, and rights to provide the Personal Data to the Company for the purposes outlined in this Agreement and the Privacy Policy. The Customer further warrants that it has provided all required notices to End Users and has secured the necessary consents to process their Personal Data under the applicable data protection laws.

11.3 The Customer agrees that the Company, in providing the Software and related services, may process and store Personal Data solely for the purposes of providing, improving, and securing the Software and fulfilling its obligations under this Agreement. The Company shall not process or use the Personal Data for any other purposes unless explicitly authorized in writing by the Customer or required by law.

11.4 The Company shall implement appropriate technical and organizational measures to ensure the security, integrity, and confidentiality of Personal Data, including, but not limited to, encryption, access controls, and regular security audits. The Company shall promptly notify the Customer of any data breaches or unauthorized access to Personal Data in accordance with applicable laws and the Company’s data breach notification policy.

11.5 In the event that the Software collects Personal Data of End Users, the Company acts as a data processor under applicable data protection laws, and the Customer acts as the data controller. The Customer shall be solely responsible for ensuring that all Personal Data provided to the Company complies with applicable data protection laws, including ensuring that all End Users’ rights to privacy and data protection are respected. The Company shall not be liable for any violation of data protection laws by the Customer. The Company may use aggregated and anonymized data derived from Customer Data, including Personal Data, for the purposes of improving the Software, conducting internal analytics, and developing new features, provided that such data does not identify the Customer or any individual data subject. This processing shall be conducted in compliance with applicable data protection laws and shall not result in the re-identification of individuals.

11.6 The Customer agrees to comply with all applicable data protection laws, including, without limitation, ensuring that any Personal Data shared with the Company is lawful and that it has obtained all necessary consents from End Users to allow the Company to process their data in accordance with this Agreement. The Customer further agrees to indemnify the Company against any claims, losses, or liabilities arising from the Customer’s failure to comply with these obligations.

11.7 Upon termination of this Agreement, the Company shall delete or return the Personal Data in its possession, in accordance with applicable data protection laws and as specified in the Privacy Policy, unless otherwise required by law to retain such data. The Customer may request a copy of the data stored by the Company prior to termination, and the Company shall make reasonable efforts to comply with such request, subject to applicable legal restrictions.

11.8 Data Processing Agreement: If applicable, and upon request, the parties may enter into a separate Data Processing Agreement that details the specific terms and conditions related to the processing of Personal Data by the Company, including the roles and responsibilities of each party under applicable data protection laws.

12. EXPORT RESTRICTIONS

12.1 The Customer acknowledges that the Software, including its code, components, and documentation, is subject to the U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR), as well as the export laws and regulations of other jurisdictions, including but not limited to European Union export controls. The Customer agrees that it will comply with all applicable national, international, and multilateral laws, regulations, and restrictions that govern the export, re-export, or transfer of the Software, including but not limited to laws restricting the export of software to certain restricted countries or entities as designated by the U.S. government or other competent regulatory authorities.

12.2 The Customer specifically agrees not to export, re-export, or transfer the Software to any embargoed or restricted countries, entities, or individuals as identified by applicable law, including but not limited to countries, governments, or individuals on the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) list, the U.S. Department of Commerce’s Entity List, and similar lists maintained by other relevant authorities. The Customer further acknowledges that it is the Customer’s sole responsibility to verify that the Software is not being used in violation of any applicable export laws.

12.3 The Customer represents and warrants that it is not located in, nor is it a resident of, any restricted jurisdiction, nor is it prohibited from receiving the Software under applicable export control laws. The Customer shall indemnify and hold the Company harmless against any and all liabilities, claims, and damages arising from any breach of these export control obligations.

13. SUPPORT, TRAINING, AND MAINTENANCE

13.1 Standard Support: The Company agrees to provide standard Support services during business hours (as defined by the Company) for the duration of the Agreement. Standard Support will include, but is not limited to, access to the Company’s helpdesk, bug fixes, general troubleshooting, and resolution of technical issues related to the core functionality of the Software. Standard support does not cover issues caused by third-party integrations, modifications, or improper use of the Software.

13.2 Premium Support: If the Customer requires additional Support services outside the scope of standard Support, the Company offers premium Support for an additional fee. Premium Support includes expedited response times, 24/7 availability, dedicated Support personnel, and priority escalation for critical issues. The terms and conditions of premium support will be detailed in a separate service agreement or addendum to this Agreement. The Customer acknowledges that premium Support is optional and must be agreed upon in writing.

13.3 Training Services: The Company will, upon request, provide training sessions for the Customer regarding the use and functionality of the Software. The scope, format, and cost of training sessions will be determined based on the Customer’s needs, and may include on-site or virtual training, training materials, and user manuals. The Customer agrees to cooperate in scheduling and attending the training sessions. Additional training beyond what is provided as part of the Software license may be subject to additional fees.

13.4 Software Maintenance: The Company will provide regular maintenance Updates for the Software to address security vulnerabilities, performance improvements, and other Updates necessary for maintaining the Software’s functionality. The Company reserves the right to modify, Upgrade, or discontinue certain features of the Software during the maintenance process. The Customer shall be notified in advance of any scheduled maintenance or system outages that may affect the availability of the Software.

14. SEVERABILITY AND NO WAIVER

14.1 Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, it shall be severed from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect and shall be interpreted in a manner consistent with the intent of the parties, as reflected in the original Agreement.

14.2 No Waiver: No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of any other right, power, or privilege. Any waiver of any provision of this Agreement must be made in writing and signed by the party granting the waiver. The waiver of any breach of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other provision.

15. GOVERNING LAW AND ASSIGNMENT

15.1 This Agreement shall be governed by, and construed in accordance with, the laws of the United Arab Emirates (UAE), without regard to its conflicts of law principles. The exclusive venue for any legal proceedings, actions, or claims arising out of or in connection with this Agreement shall be the courts located in Dubai, UAE, and the parties hereby consent to the jurisdiction of such courts for the resolution of any disputes not subject to arbitration under Section 16.

15.2 The Customer may not assign, transfer, or delegate any of its rights, duties, or obligations under this Agreement, in whole or in part, without the prior written consent of the Company, which consent may be withheld at the Company’s sole discretion. Any attempted assignment, transfer, or delegation without such consent shall be null and void. The Company may assign, transfer, or delegate its rights and obligations under this Agreement without the consent of the Customer, provided that the Company shall notify the Customer of such assignment, transfer, or delegation.

16. DISPUTE RESOLUTION AND ARBITRATION

16.1 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including the validity, interpretation, performance, breach, or termination of this Agreement (collectively, “Disputes”), shall be resolved in accordance with the provisions of this clause.

16.2 Arbitration: The parties agree that all Disputes shall be resolved exclusively through binding arbitration and not through court proceedings. The arbitration shall be conducted in Dubai, United Arab Emirates, and shall be governed by the Dubai International Arbitration Centre (DIAC) rules, as they may be amended from time to time. The arbitration proceedings shall be conducted in English. The arbitration shall be conducted by a single arbitrator, who shall be selected by mutual agreement of the parties. If the parties are unable to agree on the selection of the arbitrator within 30 days from the date of the notice of arbitration, the arbitrator shall be appointed by DIAC in accordance with its rules.

16.3 Interim Relief: Notwithstanding the provisions of this clause, either party may seek interim or emergency relief from any court of competent jurisdiction to preserve the status quo, protect its Intellectual Property Rights, or maintain the confidentiality of any proprietary information. This provision shall not be deemed to prevent or delay the arbitration process, and the seeking of interim relief shall not waive the right to proceed with arbitration under this clause.

16.4 The decision of the arbitrator shall be final and binding on the parties. The award may be enforced in any court of competent jurisdiction. The parties waive any right to appeal the arbitration decision, except on grounds limited to the enforcement of the award or as provided under applicable law.

17. ENTIRE AGREEMENT

17.1 This Agreement, together with all Schedules, Order Forms, Credit Top-Up Forms, exhibits, and any amendments or addenda hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral, between the parties relating to such subject matter. In the event of any conflict between this Agreement and any other document, this Agreement shall govern, unless expressly stated otherwise in writing.

17.2 The parties acknowledge that they have not relied on any representations, warranties, or promises made by the other party or any third party that are not expressly set forth in this Agreement.

18. AMENDMENT AND WAIVER

18.1 This Agreement may only be amended, modified, or supplemented by an agreement in writing, executed by authorized representatives of both parties. Any amendment, modification, or supplement shall be deemed valid only if it is expressly signed by the authorized representatives of both the Company and the Customer.

18.2 No waiver of any provision of this Agreement, or any breach thereof, shall be deemed or construed to be a waiver of any other provision of this Agreement, nor shall any waiver constitute a continuing waiver unless expressly stated otherwise in writing. A waiver of any provision of this Agreement by either party shall not be construed as a waiver of any future breach or default.

18.3 Any failure by either party to enforce any provision of this Agreement or to exercise any right or remedy shall not be deemed to be a waiver of such provision, right, or remedy, or any other provision, right, or remedy under this Agreement.

19. NOTICES

19.1 All notices under this Agreement must be in writing and shall be deemed effectively given if delivered through one of the following methods:

(a) Upon personal delivery to the party to be notified at the address specified in the Agreement or any updated address provided by the party in accordance with this section.

(b) When sent by confirmed electronic mail (email), telex, or facsimile, if sent during normal business hours of the recipient. If sent outside normal business hours, such notice shall be deemed to be delivered on the next Business Day following the transmission.

(c) Five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, to the party to be notified at the address specified in this Agreement or any updated address provided by the party in accordance with this section.

(d) One (1) Business Day after being deposited with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt from the courier or recipient,

for the purpose of this Agreement, “Business Day” means any day other than a Saturday, Sunday, or official public holiday in the United Arab Emirates on which banks are generally open for business.

19.2 Notices shall be sent to the addresses specified in this Agreement, or to such other addresses as may be provided in writing by the parties from time to time. Notices sent by email must be acknowledged by the recipient to ensure delivery, and notices by any other method shall be deemed delivered only upon actual receipt by the recipient.

20. COSTS AND ATTORNEYS’ FEES

20.1 In the event that any action, suit, claim, or other proceeding is instituted based upon or arising out of this Agreement, including, but not limited to, enforcement of the Agreement or dispute resolution, the prevailing party in such action, suit, claim, or proceeding shall be entitled to recover all of its reasonable costs, including but not limited to expert witness fees, attorney’s fees, court costs, and any other expenses incurred, including costs related to any appeals, petitions, or other related proceedings.

20.2 Prevailing party means the party that is entitled to judgment in its favor, whether by settlement, dismissal, default judgment, or by court or arbitration decision, regardless of the form of the judgment. In the event of a settlement, the party obtaining the settlement shall be deemed the prevailing party for purposes of this clause.

21. TITLES AND SUBTITLES

21.1 The titles, headings, and subheadings of the sections and subsections of this Agreement are for convenience of reference only and shall not be used in interpreting, construing, or determining the meaning or intent of this Agreement. They shall not be deemed to limit or affect the scope of any provisions of this Agreement.

22. COUNTERPARTS

22.1 This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement, delivered by email or other electronic transmission (including in PDF format), shall be deemed an original and binding on the parties, regardless of whether the original document is physically exchanged.

22.2 The parties agree that they may execute this Agreement by affixing their signatures electronically, and such signatures shall be deemed to be the same as an original signature for all purposes under this Agreement.

23. PRONOUNS

23.1 All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine, or neutral, singular, or plural, as the identity of the parties hereto may require. The term “party” may refer to either the Company or the Customer, depending on the context.

 

Annex I – Credit Charging Structure

Souq Mate

Conversation Type	Example Channels	Description	Credit Cost per Unit
Outbound AI-initiated Message	WhatsApp, Email, LinkedIn	Message initiated by the AI platform	1 Credit per conversation
Inbound Response (Client reply triggering AI response)	Slack, Teams, WhatsApp	AI handles response based on client reply	1 Credit per conversation
Enriched Conversation (includes link previews, embedded media, attachments, or personalized data queries)	All channels	Advanced conversation using integrated AI enrichment	1 Credits per interaction
Scheduled Follow-Up / Multi-Thread Engagement	Email, WhatsApp	Automated re-engagement within same lead cycle	1 Credit per thread
Custom Integration Event Trigger (e.g., CRM sync or webhook call)	CRM/ERP/API	Triggered when conversation updates external system	0.25 Credits per event

 

A “conversation” is defined as a sequence of one or more messages exchanged within a single communication channel, where the first message (either outbound or inbound) and any subsequent messages occur within the same calendar date (YYYY/MM/DD). Only one conversation is recognized per communication channel per calendar day.

The Company reserves the right to revise Credit consumption rates based on feature upgrades, platform changes, or channel provider costs. Any such changes shall be notified to the Customer in advance and reflected in an updated pricing schedule on the Company’s website.

 

 

Annex II – Data Processing Agreement (DPA)

This Data Processing Agreement (“DPA”) is entered into pursuant to the Deployable SaaS Agreement between the Customer and the Company (collectively, the “Parties”) and forms an integral part of the Agreement.

1. Roles and Scope

1.1 The Customer is the data controller and the Company is the data processor in respect of Personal Data processed under the Agreement.

1.2 The Company shall process Personal Data solely on behalf of and in accordance with the Customer’s documented instructions.

2. Processing Details

2.1 Subject matter: Provision of cloud-based Software.

2.2 Duration: Duration of the Deployable SaaS Agreement.

2.3 Purpose: As necessary to provide and support the Software.

2.4 Nature: Collection, storage, transfer, and deletion.

2.5 Categories of Data: Customer contact details, client communications, platform activity logs.

2.6 Data Subjects: Customer’s employees, clients, and end users.

3. Obligations of the Company

3.1 The Company shall:

• Ensure that personnel authorized to process Personal Data are subject to confidentiality;
• Implement appropriate technical and organizational measures (Art. 32 GDPR);
• Assist the Customer with data subject requests and security incidents;
• Allow for audits or provide documentation upon request;
• Return or delete Personal Data at termination unless legally required to retain it.

4. Subprocessing

4.1 The Company may engage subprocessors provided it gives prior notice to the Customer and ensures the subprocessor complies with equivalent data protection obligations.

5. International Transfers

5.1 The Company shall ensure that any transfers of Personal Data outside the EEA are subject to appropriate safeguards, such as Standard Contractual Clauses.

6. Liability

6.1 Each Party shall be liable to the extent set forth in the Deployable SaaS Agreement. The Customer remains responsible for its instructions.

7. Termination

7.1 Upon termination of the Deployable SaaS Agreement, the Company shall delete or return Personal Data, at the Customer’s choice, unless retention is required by law.

7.2 This DPA is binding upon execution of the Deployable SaaS Agreement and shall survive its termination as necessary for compliance.