Master Subscription Agreement

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The terms and conditions set out in this Agreement have effect and are binding on You and Us on and from the Order Start Date upon Your signing of the Order Form.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control", for purposes of this definition, means direct or indirect management or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Master Subscription Agreement which is binding on you and us pursuant to the terms of the Order Form.

“Beta Services” means Our services that are not generally available to You as a customer.

“Content” means information obtained by Us from Our content licensors or publicly available sources and provided to You pursuant to an Order Form, as described in this Agreement.

“Documentation” means Our current online user guides, help and training materials and any other documentation as updated by Us from time to time.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including but not limited to viruses, worms, time bombs or Trojan horses.

“Non-Bayzat Applications” means a web-based or offline software application that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You.

“Order Form” means an ordering document between You and Us or any of Our Affiliates specifying the Services to be provided by Us and fees paid by You pursuant to this Agreement, including any addenda and supplements thereto.

“Order End Date” means the order end date stated on the Order Form, being the date on which Services and Content cease being available to You.

“Order Start Date” means the order start date stated on the Order Form, being the date on which Services and Content are made available by Us to You.

“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“Seats” means the active accounts provided by Us to You so that Users can access and use the Services and Content, and the maximum number of such Seats is stated on the Order Form.

“Services” means the products and services that are ordered by You under an Order Form and made available online by Us, including associated offline components, as described in the Documentation. “Services” excludes Beta Services, Content and Non-Bayzat Applications

“UAE” means United Arab Emirates.

“User” means an individual who is authorized by You to use a Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include Your employees, consultants, contractors and agents, and third parties with whom You transact business.

“We”, “Us” or “Our” means Bayzat FZ LLC, incorporated and registered in the Creative City Free Zone in Fujairah, UAE with commercial registration number 2869/2012 whose office address is at 307, Falcon House, Green Community Village, Dubai Investments Park, Dubai, UAE, with PO Box 391186.

“You” or “Your” means the customer, the full name and address of which is stated on the Order Form.

“Your Data” means electronic data and information submitted by or for You or collected and processed by or for You using the Purchased Services, excluding Content and Non-Bayzat Applications.

2.1. Provision of Purchased Services

We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Form(s); (b) provide upgrades for the Purchased Services to You at no additional charge; and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime, and (ii) any unavailability caused by 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 labour problem (other than one involving Our employees), internet service provider failure or delay or failure of Non-Bayzat Application.

To the extent any Services are utilised by Your Affiliates, You agree to procure that Your Affiliates will be bound by the terms of this Agreement as if they were an original party hereto.

2.2. Protection of Your Data

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems; (b) as compelled by law in accordance with Section 6.3 (Compelled Disclosure) below; or (c) as You expressly permit in writing.

2.3. Beta Services

From time to time, We may invite You to sample and use Beta Services at no additional charge on a trial basis. You may accept or decline any such trial at Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time without notice at Our sole discretion and may never make the Beta Services generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

3.1. Usage of seats

The total number of Seats made available to Users in respect of the Services and Content is capped (subject to Section 3.2) as per the maximum quantity of Seats stated on the Order Form (or as may be stated on any subsequent related invoice). Unless otherwise specified: (a) the quantity of Seats stated on an Order Form (or any subsequent related invoice) may not be accessed by more than that number of Users; (b) a User’s password or access to the Services or Content may not be shared with any other individual or User; and (c) if a User no longer requires ongoing use of a Seat (for example, due to employment resignation/termination) then their User identification may be reassigned to a new User in respect of that Seat. (d) Seats once added and charged by us are non-refundable

3.2. Purchasing additional seats

If You require additional Seats in excess of the maximum total of Seats stated on the Order Form (or as may be stated on any subsequent related invoice), You may request Us for additional Seats. Subject to our approval we will issue an invoice for the agreed number of additional Seats which will be charged at a pro-rata amount in respect of the individual cost for each additional Seat and by reference to the duration of time remaining until Order Expiry Date from the date on which the additional Seats are available for Your Users. Any related payments in respect of invoices we issue for additional Seats shall become payable immediately.

3.3. Your responsibilities

You will (a) be responsible for and shall procure Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data; (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly in writing of any such unauthorized access or use; (d) use Services and Content only in accordance with the Documentation and applicable laws and government regulations; and (e) comply with terms of service of Non-Bayzat Applications with which You use Services or Content.

3.4. Usage Restrictions

You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users or, subject to Section 2.1, Your Affiliates; (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering; (c) use a Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use a Service to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein; (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks; (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit; (h) copy a Service or any part, feature, function or user interface thereof; (i) copy Content except as permitted herein or in an Order Form or the Documentation; (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes (when done so in accordance with the terms of this Agreement) or as permitted in the Documentation; (k) access any Service or Content in order to build a competitive product or service; or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

4.1. Fees

You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form: (i) fees are based on Services and Content purchased and not actual usage; (ii) payment obligations are non-cancellable and fees paid are non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term.

4.2. Invoicing and Payment

Payments shall be made and invoiced in accordance with the Order Form. Unless otherwise stated in the Order Form or relevant invoice, invoiced charges are due at least 30 calendar days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

4.3. Overdue Charges

If any invoiced amount is not received by Us by its due date, then without limiting Our rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% above the Emirates Interbank Offered Rate (known as EIBOR) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2 (Invoicing and Payment).

4.4. Suspension of Service and Acceleration

If any amount owing by You under this or any other agreement for Our services is overdue, We may, without limiting Our other rights and remedies, suspend Our Services and remove all of Your related access until such amounts are paid in full. We will give You notice that Your account is overdue, in accordance with Section 11.2 (Manner of Giving Notice), before suspending services to You.

4.5. Future Functionality

You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features. Future functionalities will be provided under the same subscription fees under Our sole discretion and may be charged separately.

5.1. Reservation of Rights

Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2. License by Us to Use Content

We grant to You a worldwide, limited-term license, under Our applicable intellectual property rights and licenses, to use Content acquired by You pursuant to Order Forms, subject to those Order Forms, this Agreement and the Documentation.

5.3. License by You to Host Your Data and Applications

You grant Us and Our Affiliates a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-Bayzat Applications and program code created by or for You using a Service, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data or any Non-Bayzat Application or program code.

5.4. License by You to Use Feedback

You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of the Services.

6.1. Definition of Confidential Information

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data. Our Confidential Information includes the Services and Content. Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

6.2 Protection of Confidential Information

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) and undertakes not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement EXCEPT THAT, as otherwise authorized by the Disclosing Party in writing, the Receiving Party may limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party may disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 6.2.

6.3. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided (to the extent permitted by law) the Receiving Party gives the Disclosing Party prior notice in writing of the compelled disclosure and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

7.1. Entry into this agreement

Each party warrants and represents that it has validly entered into this Agreement and has the legal authority to do so.

7.2. Our Warranties

We warrant that (a) this Agreement, the Order Forms and the Documentation accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data; (b) We will not materially decrease the overall security of the Purchased Services during a subscription term; (c) the Purchased Services will perform materially in accordance with the applicable Documentation; (d) We will not materially decrease the functionality of the Purchased Services during a subscription term; and (e) the Purchased Services and Content will not introduce Malicious Code into Your systems. For any breach of an above warranty, Your exclusive remedies are limited to those described in Sections 10.3 (Termination) and 10.4 (Payment upon Termination).

7.3. Disclaimers

Except as expressly provided herein (in particular in respect of Sections 7.1, 7.2, 7.4 and 7.5), neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Content and Beta Services are provided “as is,” exclusive of any warranty whatsoever. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.

7.4. Your warranties

You warrant that You and that none of Your Affiliates is Our direct competitor in respect of the Purchased Services. You also confirm that neither You nor Your Affiliates will access Bayzat’s services for the purpose of monitoring features, functionality or performance either for Your purposes or on behalf of any of Your Affiliates. You also warrant and confirm Your agreement to Bayzat personnel and personnel of Our Affiliates directly contacting Your employees to offer them financial services and/or additional insurance products.

7.5. Biometrics

You expressly acknowledge and agree that any and all costs, including but not limited to integration fees, associated with the integration of biometric devices with our services shall be solely borne by you. We hereby disclaim any and all liability for, and shall not be held responsible for, any direct or indirect costs, expenses, or charges incurred during the integration process, whether such costs arise from the engagement of third-party services, equipment procurement, or any other related expenses. You further acknowledge and agree that the responsibility for providing all necessary documentation and cooperation to facilitate the integration rests solely with you. This obligation extends to cooperation either directly from your side or through any third-party entity engaged by you or us for the purpose of integration. This provision shall survive the termination or expiration of this Agreement and shall continue to govern the parties' rights and obligations with respect to the integration of biometric devices with our services.

8.1. Infringement

If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriation, without breaching Our warranties under Section 7.2 (Our Warranties); (ii) obtain a license for Your continued use of that Service in accordance with this Agreement; or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice.

8.2. Indemnification by you

You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes or misappropriation such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defence and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

8.3. Exclusive Remedy

This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8.

9.1. Limitation of Liability

Neither party's liability with respect to any single incident arising out of or related to this Agreement will exceed the amount paid by You hereunder in the 12 months preceding the incident. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. However, the above limitations will not limit Your payment obligations under section 4 (fees and payment for purchased services).

9.2. Exclusion of Consequential and Related Damages

In no event will either party have any liability to the other party for any lost profits, revenues or indirect, special, incidental, consequential, cover or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law.

10.1. Term of Agreement

This Agreement commences on the Order Start Date and continues until all subscriptions hereunder have expired or have been terminated, subject to You having settled and paid all sums due to Us in accordance with any Order Form and/or this Agreement.

10.2. Term of Purchased Subscriptions

The term of each subscription begins on the Order Start Date and ends on the Order Expiry Date, in each case as specified in the applicable Order Form. For the avoidance of doubt, where additional Seats are added and specified on a subsequent related invoice, the Order Expiry Date will remain as per the Order Expiry Date specified in the applicable Order Form.

10.3 Termination

10.3.1 Either party may terminate this Agreement (without the need for a court order) by providing 30 days written notice of termination to the other party. If We terminate for convenience pursuant to this Section 10.3.1 then We will refund You a pro-rata amount of the fees paid in respect of the period from the date of termination to the Order Expiry Date stated on the relevant Order Form. If You terminate there will be no refund of any fees paid.

10.3.2 We have the option to immediately terminate this Agreement (without the need for a court order) and to withdraw all related Services in the event of material breach by You of section 3.3. We will notify you of such termination by providing You with written notice. For the avoidance of doubt there will be no refund of any fees paid in this event of termination.

10.4 Payment upon Termination

If this Agreement is terminated by You in accordance with Section 10.3.1, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will Your termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination

10.5. Surviving Provisions

The Sections titled "Fees and Payment for Purchase Services", "Proprietary Rights and Licenses", "Confidentiality", "Disclaimers", "Mutual Indemnification", "Limitation of Liability", "Payment upon Termination", "Your Data Portability and Deletion", "Who You Are Contracting With, Notices, Governing Law and Jurisdiction", and "General Provisions" will survive any termination or expiration of this Agreement.

11.1. Governing law and disputes forum

This Agreement, its interpretation and any non-contractual obligations arising out of or in connection with this Agreement and any related Order Forms shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre.

This section applies to any claim, dispute or difference of any kind between any of the parties arising out of or in connection with this Agreement (a “Dispute”). That includes, but is not limited to, any question about the Agreement's construction, interpretation, existence, validity or termination. All Disputes shall be referred to and finally resolved by the courts of the Dubai International Financial Centre.

11.2. Manner of Giving Notice

Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal hand delivery; (ii) international courier service recorded delivery; or (iii) by email to the authorised email id as mentioned in Original Order form. Notices shall be deemed to have been received as follows: (a) a notice delivered by hand or email at 5 p.m. (UAE time) or earlier on a business day is effective at delivery; (b) a notice delivered by hand or email after 5 p.m. (UAE time) or on a day which is not a business day is effective at 9:30 a.m. (UAE time) on the next business day; and (c) a notice sent by international courier is effective on the second business day after being couriered. Proof the notice was properly delivered by the courier is sufficient evidence the notice has been duly served.

Notices must be addressed to the party to be served at the address set out in Order Form (as the same may be updated or replaced by written notice to the other party). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

12.1. Anti-Corruption

You acknowledge and confirm that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will promptly notify Us in writing.

12.2. Entire agreement and order of precedence

This Agreement (together with any applicable Order Forms) is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

12.3. Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld).

12.4. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. In the event We introduce You to any third party services not provided by Us you acknowledge and agree that this Agreement will not apply in respect of such third party services.

12.5. Third-Party Beneficiaries

Pursuant to Article 104 of Contract Law DIFC Law No. 6 of 2004, Our Content licensors shall have the benefit of Our rights and protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries under this Agreement.

12.6. Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

12.7. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.