PLEASE CAREFULLY READ ALL OF THE TERMS OF THIS AGREEMENT BEFORE CLICKING THE “I AGREE” BUTTON. BY CLICKING THE “I AGREE” BUTTON YOU (user, Subscriber, you, your) ACKNOWLEDGE YOUR CONSENT AND AGREEMENT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, DO NOT CLICK “I AGREE” OR DO NOT ACCESS OR USE THE SERVICES. IF YOU HAVE ANY QUESTIONS REGARDING THE EFFECT OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU ARE ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR THE COMPANY’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.
This software as a service agreement (Agreement) is entered into between the user and Think Lab DMCC with Commercial License No. DMCC187308 (Company, us, we). The Company and user agree that the following terms and conditions will apply to the Services provided under this Agreement whether in connection with a paid or free trial subscription to the Services.
By accepting this Agreement, by clicking ‘I Agree’ and by accessing or using a Service, or by further authorizing or permitting any of your agent or an end-user to access or use this Service, you agree to be bound by this Agreement as of the date of such access or use of the Service (Effective Date). If you are entering into this Agreement on behalf of a company, organization or another legal entity (Entity), you are agreeing to this Agreement for that Entity and representing to the us that you have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “user,” “you,” “your” or a related capitalized term shall refer to such Entity and its Affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not use or authorize any use of the Services. The defined term Party may refer to the user or the Company, as applicable.
1.1 Service. We will make the Services and your Service Data available to you pursuant to this Agreement in accordance with your Service Plan. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, unless otherwise for the reasons of (a) Planned Downtime (of which we will give advance notice via our Site or to the Account owner) where possible 7 (seven) days in advance ; and (b) Force Majeure Events.
1.2 Support. We will, at no additional charge, provide applicable standard customer support for the Services to you as detailed on the applicable Site.
1.3 Modifications. You acknowledge that we may modify the features and functionality of the Services during the Subscription Term from time to time. We shall provide you with commercially reasonable advance notice of any deprecation of any material feature or functionality.
1.4 Additional Features. We may from time to time offer or add any Additional Features to the Services. We will notify you of applicable supplemental terms or alternate terms and conditions prior to your activation of any such Additional Features (present or future). The activation of any Additional Features by you in your Account will be considered acceptance of the applicable supplemental terms or alternate agreement where applicable and the charges for the subscription of such Additional Feature shall be levied accordingly.
1.5 Extension of Rights to Affiliates. You may extend your rights, benefits and protections provided herein to your Affiliates and to contractors or service providers acting on your or your Affiliates’ behalf, provided that you remain responsible for your and their compliance hereunder.
2.1 Compliance. As between you and us, you are responsible for compliance with the provisions of this Agreement, either in your own capacity, or through your agents or by end-users and for any and all activities that occur under your Account, which we may verify from time to time. Without limiting the foregoing, you are solely responsible for ensuring that your use of the Services is compliant with all applicable laws and regulations and the use of the Services shall not in any manner affect or otherwise materially impact the provision of Services by the Company.
2.2 Content and Conduct. In your use of the Services you agree not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) falsely imply any sponsorship or association with us or our Affiliates; (c) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (d) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (e) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (f) use or launch any automated system that accesses a Service in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or (g) launch or facilitate, whether intentionally or unintentionally, a level of traffic on any of the Services, or engage in any other conduct that materially and adversely impacts the security, availability, or stability of the Services.
2.3 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the operating system, browser and network connections that connect your network to the Services. We are not responsible for notifying you of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by us. We assume no responsibility for the reliability or performance of any connections as described in this Section.
2.4 Internal Business Purposes Only. Unless otherwise authorized by us in this Agreement or expressly agreed to otherwise in writing by the Company, you may not use the Services in any manner where you act as a service bureau or to provide any outsourced business process services on behalf of more than one (1) third-party (other than Affiliates) through a single Account. Accordingly, you agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third-party in furtherance of your internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by us. Without limiting the foregoing, your right to access and use the Service is also subject to the restrictions and policies implemented by us from time to time. (Notwithstanding the generality of the foregoing, nothing in this section shall restrict the user from providing the ‘right to use’ the Services to its employees, agents or assignees in accordance with the Service Plan.)
2.5 No Competitive Access. You may not access the Services if you are a direct competitor of the Company or any of its Affiliates, except with our express prior written consent. You may not access the Services for competitive purposes. In the event of breach of this section, the Company shall have a right to terminate the Service Plan and Services with immediate effect.
3.1 Term. Unless your Account and subscription to a Service is terminated in accordance with the terms of this Agreement (a) your subscription to the Service will renew for a Subscription Term equivalent in length to the then expiring Subscription Term in accordance with your choices, as demonstrated on the Site by users from time to time and reflected in your Account (b) the Subscription Charges applicable to any subsequent Subscription Term shall be our standard Subscription Charges for the applicable Service Plan at the time such subsequent Subscription Term commences.
3.2 Cancellation. Either Party may elect to terminate your Account and subscription to the Service as of the end of your then current Subscription Term by providing notice, in accordance with this Agreement, no less than thirty (30) days prior to the end of such Subscription Term.
3.3 Termination for Cause. The Company may terminate this Agreement for cause (a) upon written notice to user of any breach of this Agreement if such breach remains uncured at the expiration of thirty (30) days from the date of the user’s receipt of such written notice; or (b) if the user does not make payment for the Service Plan or payments made by credit card, debit card, wallet, wire or certain other payment instruments for the Services are denied, invalid, inadequate or otherwise incompatible with the payment requirements under this Agreement.
If this Agreement is terminated by us in accordance with this Section, you will pay any unpaid fees covering the remainder of the Subscription Term. In no event will our termination for cause relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination.
3.5 Refunds and Cancellation.
3.5.1. The Services available on the Site are downloadable, functional, and try-before-you-buy. Please use the trial period to make sure that the Service meets your needs before subscribing to a Service Plan. All of our Services other than the Additional Features are functional during the trial period. No refund shall be made for the subscription to any of the Services or for any cancellation requests made at the expiry of requisite trial period.
3.5.2 if you elect to terminate your subscription to a Service or cancel your Account prior to the end of your then current Subscription Term, no refunds or credits for Subscription Charges or other fees or payments will be provided to you.
3.5.3 If you terminate your subscription to a Service or cancel your Account prior to the end of your then effective Subscription Term, or if we terminate or cancel your Account for a cause (as explained above), in addition to any other amounts you may owe us, you must immediately pay and/ or the Company shall have the right to deduct any such charges from the debit card, credit card, wallet or any other payment methods, any then unpaid Subscription Charges associated with the remainder of such Subscription Term.
4.1 Payment and Billing. All Subscription Charges are due in full upon commencement of your Subscription Term. You are responsible for providing valid and current payment information and you agree to promptly update your Account information, including payment information, with any changes that may occur (for example, a change in your billing address or credit card expiration date). If you fail to pay your Subscription Charges, within five (5) business days of our notice to you that payment is delinquent, or if you do not update payment information upon our request, in addition to our other remedies, we may suspend or terminate access to and use of such Service by you.
4.2 Upgrades. If you choose to upgrade your Service Plan, any incremental Subscription Charges associated with such upgrade will be charged for the remaining Subscription Term. In any future Subscription Term, your Subscription Charges shall be calculated as per such upgrades.
4.3 Downgrades. You may not downgrade your Service Plan. If you desire to downgrade your Service Plan, you must provide us with thirty (30) days advance written notice prior to the end of your then current Subscription Term. Downgrading your Service Plan may cause loss of content, features, or capacity of the Service as available to you under your Account, and we do not accept any liability for such loss.
4.4 Taxes. Unless otherwise stated, our charges do not include any Taxes. You are responsible for paying Taxes except those assessable against us. We will invoice you for such Taxes, if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.
4.5 Payment Agent. If you pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). Payments made by credit card, debit card or certain other payment instruments for the Services are billed and processed by our Payment Agent. You hereby authorize the Payment Agent to bill your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services, and for periodic Subscription Charges applicable to such Service Plan. If applicable, you hereby authorize us and the Payment Agent to charge your credit card or other payment instrument to establish prepaid credit. The Account owner will receive a receipt upon each acceptance of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. The Payment Agent is acting solely as a billing and processing agent for and on behalf of the Company and shall not be construed to be providing the applicable Service.
4.6 Payment Portals. If you mandate us to use a vendor payment portal or compliance portal which charges us a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, you shall be invoiced by us for, and are obligated to pay for, the cost of this fee.
4.7 Promotional Credits. Any promotional credits issued hereunder will be subject to our policies.
Each Party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each Party protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each Party may use the other Party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to the employees and/ or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. Except for any non-disclosure agreement executed between us and the user, the provisions of this Section shall have control over any non-disclosure agreement by and between the Parties and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. To be clear, any exchange of Confidential Information prior to the execution of this Agreement shall continue to be governed by any such non-disclosure agreement.
We reserve the right to restrict functionalities or suspend the Services (or any part thereof), or your rights to access and use the Services or your Account or to remove, disable or quarantine any Service Data or other content if (a) We reasonably believe that you have violated this Agreement; or (b) we suspect or detect any malicious software connected to your Account or use of a Service by you. Unless legally prohibited from doing so, we will use commercially reasonable efforts to contact you directly via email to notify you when taking any of the foregoing actions. We shall not be liable to you or any other third-party for any such modification, suspension or discontinuation of your rights to access and use the Services or the Account. Any suspected fraudulent, abusive, or illegal activity by you may be referred to law enforcement authorities at our sole discretion.
If you register for a free trial for any of the Services, we will make such Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s); (b) the start date of any Subscription Term to such Service purchased by you; or (c) termination of the trial by us in our sole discretion. Trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
8.1 Each Party shall retain all rights, title and interest in any Intellectual Property. Subject to the terms hereof, we hereby grant to you, and you accept, a personal, nonexclusive, non-commercial, non-transferable, non-sublicensable and fully revocable limited license to use the Service in accordance with this Agreement. The rights granted to you to use the Service under this Agreement do not convey any additional rights in the Service or in any Intellectual Property held by us directly or indirectly whether under ownership or assignment either through the Company itself or its subsidiaries, affiliates, partners or third-party service providers. Subject only to limited rights to access and use the Service as expressly stated herein, all rights, title and interest in and to the Services and all hardware, software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with us and belong exclusively to us.
8.2 The Company shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you or other third-parties acting on your behalf. We also reserve the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by suggestions, enhancement requests, recommendations or other feedback we receive from you or other third-parties acting on your behalf.
8.3 You may only use our marks in a manner permitted by us, provided you do not attempt, now or in the future, to claim any rights in such marks, degrade the distinctiveness of our marks, or use our marks to disparage or misrepresent our Services.
9.1 Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third-party is required in connection with such Party’s execution, delivery or performance of this Agreement; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
9.2 Warranties. We warrant that during an applicable Subscription Term (a) the Services will perform materially in accordance with the applicable Documentation. For any breach of a warranty in this section, your exclusive remedy is to terminate this Agreement for cause (as explained above).
9.3 Disclaimers. EXCEPT AS SPECIFICALLY SET FORTH IN the sub-section titled ‘Warranties’ ABOVE, THE SITES AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10.1 Indemnification by you. You will indemnify, defend and hold us harmless against any claim brought by a third-party against us (a) arising from or related to use of a Service by you in breach of this Agreement; or (b) alleging that your use of the Service or your Service Data infringes or misappropriates a third-party’s valid patent, copyright, trademark or trade secret; provided that (i) you will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, you shall not settle or compromise any claim that results in liability or admission of any liability by us without our prior written consent); and (ii) we fully cooperate with you in connection therewith.
11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (BEING DATA LOST IN THE COURSE OF TRANSMISSION VIA YOUR SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF ours), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Our GROUP’S AGGREGATE LIABILITY TO YOU, ANY AFFILIATE, OR ANY THIRD-PARTY ARISING OUT OF THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU to us DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS AGREEMENT.
11.3 THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO ANY AND ALL CLAIMS BY SUBSCRIBER AND ITS AFFILIATES, AND SHALL NOT BE CUMULATIVE.
11.4 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for personal injury or death, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
11.5 Any claims or damages that you may have against us shall only be enforceable against us and not any other entity, nor any officers, directors, representatives or agents of ours or any other entity.
Third-Party Service Providers. You agree that we, and any third-party service providers that are utilized by us to assist in providing the Services to you, shall have the right to access your Account and to use, modify, reproduce, distribute, display, and disclose the Service Data including any Personal Data to the extent necessary to provide, secure or improve the Services. Any third-party service providers utilized by us will only be given access to your Account as is reasonably necessary to provide the Services and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in this Agreement; and (b) such third-party service provider’s agreement to comply with applicable data transfer restrictions.
13.1 Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or your rights under this Agreement, or delegate performance of your duties under this Agreement, without our prior written consent, which consent will not be unreasonably withheld. We may, without your consent, assign this Agreement to any member within our group structure or in connection with any merger or change of control or the sale of all or substantially all of our assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
13.2 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes any and all prior agreements between you and us with regard to the subject matter hereof. This Agreement shall apply in lieu of the terms or conditions in any Documentation you or any entity which you represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either Party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, except as may otherwise be expressly provided herein. The headings used herein are for convenience only and shall not affect the interpretation of the terms of this Agreement.
13.3 Amendment. We may amend this Agreement from time to time, in which case the new Agreement will supersede any prior versions. We will notify you not less than ten (10) days prior to the effective date of any such amendment and your continued use of the Services following the effective date of any such amendment may be relied upon by us as your consent to any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
The Services and our other technology, and derivatives thereof, may be subject to export controls and economic sanctions laws and regulations of the United States and other jurisdictions. Subscriber agrees to comply with all such laws and regulations as they relate access to the Services and our other technology. Subscriber represents that they are not named on any U.S. government restricted-party list, and will not permit any of their agents or end-users to access or use any Service in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Syria or Crimea), and will not permit the Service to be used for any prohibited end use (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes).
The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
All notices provided by us to you under this Agreement may be delivered in writing by (a) nationally recognized overnight delivery service (Courier) or mail to the contact mailing address provided below; or (b) electronic mail to <insert email address>. You must give notice to us in writing by Courier or to <insert office address> Attn: Legal Department. All notices shall be deemed to have been given immediately upon delivery by electronic mail; or, if otherwise delivered upon receipt.
This Agreement shall be governed by the laws of Dubai Multi Commodities Centre (DMCC) freezone and the federal laws of the United Arab Emirates and applicable in the Emirate of Dubai, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a courts of the Emirate of Dubai, United Arab Emirates. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by you, your agents or end-users.
Sections or Sub-Sections, as the case may be, titled ‘Refunds and Cancellation’, ‘Taxes’, ‘Confidential Information’, ‘INTELLECTUAL PROPERTY RIGHTS’, ‘Indemnification’, ‘LIMITATION OF LIABILITY’, ‘THIRD-PARTY SERVICE PROVIDERS’, ‘ASSIGNMENT, ENTIRE AGREEMENT AND AMENDMENT’, ‘SEVERABILITY’, ‘EXPORT COMPLIANCE AND USE RESTRICTIONS’, ‘RELATIONSHIP OF THE PARTIES’, ‘NOTICE’, ‘GOVERNING LAW’ and ‘DEFINITIONS’ shall survive any termination of this Agreement with respect to use of the Services by you, your agents or end-users. Termination of this Agreement shall not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
When used in this Agreement with the initial letters capitalized, in addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:
“Account” means any accounts or instances created by or on behalf of Subscriber or its Affiliates within the Services.
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Additional Feature(s)” means additional features or functionality that are available or enabled through the Service, but do not form part of the Service. Additional Features also include third-party services that are purchased and/or subscribed and that are identified as being resold by us and governed by such third-party’s alternate agreement. Additional Features are purchased or enabled separately and distinctly from your Service Plan.
“Agreement” means this Agreement together with any and all supplemental terms, other documents, and the Company’s Privacy Policy, Terms and Conditions, Cookies Policy and Disclaimer.
“Confidential Business Information” means all Confidential Information that is not Service Data, including, without limitation, your or your agents’ Account information, which we may store in our systems separate from the Service and our security policies and procedures.
“Confidential Information” means all information disclosed by one Party to the other Party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, the terms of this Agreement, Service Data and Confidential Business Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party from a third-party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.
“Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities or limitations of the Services or describing Service Plans, as applicable, provided or made available by us to you through the Site (https://www.agent-view.com/ and as well as all other websites that the Company or any of its Affiliates operates (but shall not include the Services itself)).
“Force Majeure Event” means any circumstances beyond our reasonable control, including, but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (including one involving our employees), Internet service provider failure or delay, third-party service providers, or acts undertaken by third-parties, including without limitation, denial of service attack.
“Intellectual Property Rights” means any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
“Payment Agent” means a payment agent designated by us. For example, if you choose to pay for a Service with a credit card or certain other payment instruments in a currency other than the United Arab Emirates Dirham (or AED), we may designate a Payment Agent to facilitate such payments.
“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person. Our Personal Data protection policy is explained in greater detail in our Privacy Policy.
“Planned Downtime” means planned downtime for upgrades and maintenance to the Services scheduled in advance of such upgrades and maintenance.
“Service(s)” means the products and services that are ordered by you online through the Site, whether on a trial or paid basis, and made available online by us, via web pages designated by us, including, individually and collectively, the applicable software, updates, API, and Documentation that are provided under this Agreement. “Services” exclude (a) third-party services; and (b) any Additional Features that are not provided under this Agreement or your Service Plan. From time to time, the names and descriptions of the Services or any individual Service may be changed. To the extent you are given access to such Service as so described in any Documentation, Site or by virtue of other prior acceptance of this Agreement, this Agreement shall be deemed to apply to such Service as newly named or described.
“Service Data” means a subset of Confidential Information comprised of electronic data, text, messages, communications or other materials submitted to and stored within a Service by you, or your agents and end-users in connection with your use of the Service, which may include, without limitation, Personal Data.
“Service Data Breach” means an unauthorized access or improper disclosure that has been verified to have affected your Service Data.
“Service Plan(s)” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site and in Documentation applicable to the Service) for the Services.
“Site” shall mean the website of the Company (https://www.agent-view.com/)which shall facilitate access to Services.
“Subscription Charges” means all charges associated with your access to and use of the Services through an Account in accordance with your Service Plan and Subscription Term.
“Subscription Term” means the period for which you have agreed to subscribe to a Service.
“Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction.
