Logo

AGNTIX

SAAS Agreement Terms and Conditions

These terms and conditions (the “Conditions”) describe the general terms under which CNTXT FZCO (hereinafter also referred to as “CNTXT”, “We”, “Our” “Us”) provides an individual or entity, who purchases our Service(s) (hereinafter also referred to as “Customer”, “You”, “Your”, “Yourself”) and their Authorised Users, access to and use of Our Service(s).

You and Us will be individually referred to as “Party” and collectively as “Parties”.

1.INTERPRETATION
1.1The definitions and rules of interpretation in this clause apply in the Agreement.
TermDefinition
Adapted Softwareany modifications or adaptations to the Software, including any Output which is stored, contained or embedded in the Software or its underlying model(s), and including data produced by and resulting from the Customer’s use of the Software or the training of the Software on Customer Data
Affiliatein respect of a person, any persons that Control, are Controlled by or are under common Control with that person from time to time, where “Control” means in relation to a person, the power (whether direct or indirect) to direct or cause the direction of its affairs, whether by means of holding shares, possessing voting power, exercising contractual powers or otherwise
Agreementthe Order Form, these Conditions, the relevant Product Schedule(s) and any other documents which the parties expressly incorporate into the contract for the supply of Services and/or Deliverables by CNTXT to the Customer
Authorised Usersthose employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 4.3.4
Business Daya day that is not a Saturday, Sunday or public holiday in the United Arab Emirates
Confidential Informationhas the meaning set out in clause 13.1
Customer Datathe data inputted by the Customer, Authorised Users or CNTXT on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services
Customer Materialsany Customer Data, and any other materials supplied by the Customer to CNTXT under or in connection with the Agreement
Customer Personal Datahas the meaning set out in clause 7.1
Documentationany user guides, online help, release notes, training materials and other documentation provided or made available from time to time by CNTXT to Customer regarding the use or operation of the Service
Effective Datethe date of the Agreement
Feesthe fees payable by the Customer to CNTXT, as set out in the Order Form or the platform through which the Services are made available
Initial Termthe initial term of the Agreement as set out in the Order Form
Insolventa party is Insolvent where it goes into compulsory liquidation (not being a voluntary liquidation for the purpose of reconstruction or amalgamation); or has any attachment order or other seizure under execution or other legal process in respect of its assets; or has a receiver or trustee appointed for it or over any of its assets, undertaking or income; or ceases to trade or appears in DMU’s reasonable opinion to be likely to cease to trade; or is unable to pay its debts as they fall due; or is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction
Intellectual Property Rightsall intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, confidential information (including know-how and trade secrets), registered trade marks, registered designs, utility models, unregistered design rights, unregistered trade marks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in each case in any countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions
Order Formthe order form that is entered into between CNTXT and the Customer specifying the Services and/or Deliverables to be provided by CNTXT to the Customer, including a service level agreement (SLA) if applicable
Outputany data and materials arising solely and as a direct result of the use of the Software by the Customer;
Permitted Purpose the purpose, if any, set out in the Order Form
Product Schedulethe schedule setting out the terms and conditions which apply to a particular Service which the Customer takes as described in the Order Form, if any
Renewal Periodthe period described in clause 16.1
Servicesthe subscription services provided by CNTXT to the Customer under the Agreement
Softwarethe online software applications provided by CNTXT as part of the Services
Specificationthe specification of the Services set out at Order Form
Termhas the meaning given in clause 16.1 (being the Initial Term together with any subsequent Renewal Periods)
Territorythe territory, if any, set out in the Order Form
User Subscriptionsthe user subscriptions purchased by the Customer pursuant to clause 11.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Agreement
Virusany thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices
Vulnerabilitya weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly
1.2Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement.
1.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person’s legal and personal representatives, successors or permitted assigns].
1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Agreement.
1.8A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Agreement under that statute or statutory provision.
1.9A reference to writing or written includes email but excludes fax.
1.10References to clauses are to the clauses of these terms.
1.11To the extent only of any conflict or inconsistency between these terms and any other documents incorporated into the Agreement, the order of precedence will be as follows:
(a)the Order Form (highest priority);
(b)the relevant Product Schedule(s), if any;
(c)these terms; and
(d)any other documents expressly incorporated into the Agreement (lowest priority).
2.THE CONTRACT
2.1The Order Form, when signed by both parties, and/or the acceptance of these Terms and Conditions through any means, including clicking the “accept” button or using CNTXT’s Services online, shall constitute a binding agreement for the supply of Services and/or Deliverables by CNTXT to the Customer under these Terms and Conditions and any applicable terms set out in the relevant Product Schedule, if applicable. For the avoidance of doubt, CNTXT is under no obligation to enter into any contract unless explicitly agreed upon
2.2These terms and the terms and conditions set out in the relevant Order Form are the only terms and conditions on which CNTXT will supply any services and goods to the Customer and will apply to the exclusion of all other terms and conditions including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in any contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing. If no Product Schedule is signed by both parties, these Terms and Conditions shall exclusively govern the relationship between the parties.
2.3Delivery or commencement of the performance of the Services will be deemed conclusive evidence of the Customer’s acceptance of these Conditions and the terms and conditions set out in the relevant Order Form.
3.SUPPLY OF SERVICES
3.1Subject to the Customer purchasing the User Subscriptions in accordance with clause 5.3 and clause 11.1, the restrictions set out in this clause 3 and the other terms and conditions of the Agreement, during the Term:
(a)CNTXT shall provide the Services and the Documentation to the Customer for the Permitted Purpose on and subject to the terms of the Agreement; and
(b)the Customer shall be entitled to use the Services and the Documentation on and subject to the terms of the Agreement.
3.2Specific Software Subscriptions may also be purchased by the Customer via CNTXT's websites, without the necessity of signing a Order Form or Product Schedule
3.3CNTXT may, in its sole discretion, offer to the Customer free of charge services other than the Services, such as beta releases of services and temporary access to premium features of services. All such services are offered on and subject to the terms of the Agreement. CNTXT may terminate such services at any time, in its sole discretion, unless otherwise agreed in writing by the Parties.
4.CUSTOMER OBLIGATIONS
4.1The Customer shall devote reasonable time and patience to understanding how to operate the Software and shall use the Software in accordance with the Documentation and with all reasonable instructions of CNTXT relating to the use of the Software. Should the Customer have any doubts as to the operation of the Software, these shall be raised as soon as practicable and in writing with CNTXT.
4.2The Customer shall comply with all applicable laws relating to its use of the Software and shall not use the Software for any unlawful purposes.
4.3In relation to the Authorised Users, the Customer undertakes that:
(a)the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b)it will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c)each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than once every three (3) months and that each Authorised User shall keep their password confidential;
(d)it shall maintain a written, up to date list of current Authorised Users and provide such list to CNTXT within 5 Business Days of CNTXT’s written request from time to time;
(e)it shall permit CNTXT or CNTXT’s designated auditor to gain (physical and remote electronic) access to, and take copies of, the list and record referred to in clause 4.3.4 to audit the Services in order to establish the name and password of each Authorised User and to the Customer’s IT systems to audit compliance with the Agreement. Each such audit may be conducted no more than once per quarter, at CNTXT’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(f)if any of the audits referred to in clause 4.3.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to CNTXT’s other rights, the Customer shall promptly disable such passwords and CNTXT shall not issue any new passwords to any such individual; and
(g)if any of the audits referred to in clause 4.3.5 reveal that the Customer has underpaid any sum, including Fees, to CNTXT then without prejudice to CNTXT’s other rights the Customer shall pay to CNTXT an amount equal to such underpayment, as calculated where applicable in accordance with the prices set out in the Order Form, within 10 Business Days of the date of the relevant audit.
4.4The Customer shall not access, store, distribute or transmit any Viruses or any material during the course of its use of the Services that:
(a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)facilitates illegal activity;
(c)depicts sexually explicit images;
(d)promotes unlawful violence;
(e)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f)is otherwise illegal or causes damage or injury to any person or property;

and CNTXT reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

4.5The Customer shall not:
(a)except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
(i)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii)attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(b)access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c)use the Services and/or Documentation to provide services to third parties; or
(d)subject to clause 23.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
(e)attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under the Agreement; or
(f)introduce, or permit the introduction of, any Virus or Vulnerability into the Services or CNTXT’s network and information systems.
4.6The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify CNTXT.
4.7The rights provided under this clause 4 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
5.ADDITIONAL USER SUBSCRIPTIONS
5.1Subject to clauses 5.2 and 5.3, the Customer may, from time to time during the Term, purchase additional User Subscriptions in excess of the number set out in the Order Form and CNTXT shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of the Agreement.
5.2If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify CNTXT in writing. CNTXT shall, in its absolute discretion, evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request.
5.3If CNTXT approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of CNTXT’s invoice, pay to CNTXT the relevant fees for such additional User Subscriptions as set out in clause 11 and the Order Form and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by CNTXT for the remainder of the Initial Term or then current Renewal Period (as applicable).
6.THE SERVICES
6.1CNTXT shall provide the Services in accordance with the Specification.
6.2CNTXT warrants that it has trained and tested the Software as set out in the Specification. The Customer acknowledges that the Software has not been trained or tested for any specific use by the Customer and no further warranties or undertakings are provided as to the training and testing of the Software for the Customer’s Permitted Purpose.
6.3CNTXT warrants that the Software shall operate materially in accordance with the Specification, provided that it is used by the Customer pursuant to the Agreement. Otherwise, the Customer disclaims (and acknowledges to be excluded) any express or implied rights or obligations in respect of the Software’s performance which are not expressly set out in the Agreement, including any terms, warranties or conditions as to the satisfactory quality or fitness for purpose of the Software and the accuracy of any output of the Services. The Customer accepts that CNTXT has made or makes no other representations or undertakings regarding the operation and adequacy of the Services, including whether the Services meet the Customer’s individual requirements. Any express or implied rights or obligations in respect of the Software’s performance, including any terms, warranties or conditions as to the satisfactory quality or fitness for purpose of the Software, are excluded. Customer acknowledges that the Agreement is for the provision of software as a service and CNTXT will not be delivering copies of any software to Customer as part of the Services.
6.4CNTXT shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a)planned maintenance; CNTXT will use reasonable endeavours to notify the Customer in advance of such planned maintenance; and
(b)unscheduled maintenance, provided that CNTXT has used reasonable endeavours to give the Customer at least one Business Day’s notice in advance of such maintenance where practicable to do so.
6.5CNTXT will take reasonable steps to ensure that the Documentation is updated to reflect any changes in the Software, and will provide such updated Documentation to the Customer, as soon as reasonably possible after the change. The Documentation will be supplied “as is”. No warranties or undertakings are provided as to the content or quality of the Documentation and, save as expressly provided in this clause 6.5, CNTXT has no obligation to update the Documentation or provide further Documentation, including to adapt it to the Customer’s use.
6.6CNTXT has no obligation to provide Software updates or upgrades to the Customer but where so provided it may do so without notice or prior permission. Any such upgrades or updates so provided will become subject to the terms and conditions of the Agreement.
6.7CNTXT reserves the right to deploy a circuit-breaker capable of interrupting and stopping the operation of the Software. CNTXT shall be entitled to deploy the circuit-breaker in any circumstances where CNTXT, acting reasonably, considers it is necessary to do so or to comply with applicable law. The Customer shall not be entitled to any compensation or refunds in any circumstances where CNTXT deploys the circuit-breaker in accordance with this clause 6.7.
6.8CNTXT shall at its sole discretion be entitled to equip the Software with a means of recording information about the Software's operation, including the Customer’s use of the Software.
6.9The Customer acknowledges that CNTXT does not maintain dedicated back up or disaster recovery facilities and the Customer should ensure that it maintains at all times any backups of Customer Data which it may require.
7.DATA PROTECTION
7.1In performing the Services and its other obligations under the Agreement CNTXT and, where applicable, its third-party AI service providers, will process personal data as further described in the Privacy Policy (“Customer Personal Data”) as a data processor on behalf of the Customer. The Customer expressly instructs CNTXT to process the Customer Personal Data, including:
(a)to collect, store, organise, adapt, alter, modify, retrieve, exchange, use, share, classify, disclose, make available, align, combine, restrict, block, erase, create models and destroy the Customer Personal Data to the extent necessary to provide the Services hereunder, including granting access to the Platform to the Customer’s users; and
(b)to transfer, including transferring outside the UAE, to CNTXT’s third party AI service providers the Customer Personal Data to the extent necessary to provide the Services under the Agreement, and for the AI service providers to duly anonymise the Customer Personal Data and use it to train and improve the AI system used in relation to the Services.
7.2CNTXT is hereby authorised to process the Customer Personal Data as set out in this clause for the Term. Upon the termination of the Agreement, CNTXT shall, at the option of the Customer, delete or return the Customer Personal Data to the Customer.
7.3CNTXT shall process the Customer Personal Data in a manner that complies with the provisions of Federal Decree-Law No. 45/2021 on the Protection of Personal Data.
7.4The Customer warrants it holds the necessary consent and/or other legal grounds for CNTXT to process the Customer Personal Data pursuant to this clause. The Customer will indemnify CNTXT against all losses, liabilities, damages, costs (including reasonable legal and other professional costs) and expenses that CNTXT will incur or suffer arising out of or in connection with the Customer’s failure to comply with its obligation under the applicable data protection law.
8.CNTXT’S OBLIGATIONS
8.1CNTXT shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
8.2CNTXT’s obligations at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to CNTXT’s instructions, or modification or alteration of the Services by any party other than CNTXT or CNTXT’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 8.1, CNTXT will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.
8.3CNTXT does not warrant that:
(a)the Customer’s use of the Services will be uninterrupted or error-free;
(b)the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; or
(c)the Software or the Services will be free from Vulnerabilities or Viruses.
8.4CNTXT is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.5the Agreement shall not prevent CNTXT from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
8.6CNTXT warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
8.7CNTXT shall follow any archiving procedures for Customer Data as set out in the Documentation, as may be amended by CNTXT in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against CNTXT shall be for CNTXT to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by CNTXT in accordance with the archiving procedure described in the Documentation. CNTXT shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by CNTXT to perform services related to Customer Data maintenance and back-up, for which it shall remain fully liable).
9.CUSTOMER’S OBLIGATIONS
9.1The Customer shall:
(a)provide CNTXT with:
(i)all necessary co-operation in relation to the Agreement, including providing any information and assistance which CNTXT may reasonably require; and
(ii)all necessary access to such information as may be required by CNTXT;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b)without affecting its other obligations under the Agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
(c)carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner; in the event of any delays in the Customer’s provision of such assistance as agreed by the parties, CNTXT may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d)ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement;
(e)obtain and maintain all necessary licences, consents and permissions necessary for CNTXT, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(f)ensure that its network and systems comply with the relevant specifications provided by CNTXT from time to time; and
(g)be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to CNTXT’s website or other relevant system, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
9.2The Customer warrants that there will be human oversight of the use of the Software at all times in which it is in use and shall use the Software responsibly and ethically at all times.
9.3The Customer shall not use the Software in any way which may damage the reputation of CNTXT.
9.4The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
9.5The Customer shall notify CNTXT in writing as soon as it becomes aware of any actual or suspected unauthorised installation or use of the Software (including any installation or use in excess of the number of User Subscriptions).
9.6Any third party software supplied as part of, or in addition to, the Software may be subject to any additional terms and conditions notified to the Customer. The Customer agrees to comply with any terms and conditions relating to such third party software.
10.THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. CNTXT makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not CNTXT. CNTXT recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. CNTXT does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

11.CHARGES AND PAYMENT
11.1The Customer shall pay the Fees to CNTXT for the User Subscriptions in accordance with this clause 11.
11.2The Customer shall on the Effective Date provide to CNTXT valid, up-to-date and complete credit card details or approved purchase order information acceptable to CNTXT and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a)its credit card details to CNTXT, the Customer hereby authorises CNTXT to bill such credit card:
(i)on the Effective Date for the Fees payable in respect of the Initial Term; and
(ii)subject to clause 16.1, on each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period;
(b)its approved purchase order information to CNTXT, CNTXT shall invoice the Customer:
(i)on the Effective Date for the Fees payable in respect of the Initial Term; and
(ii)subject to clause 16.1, at least 30 days prior to each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

11.3User Subscription Billing and Auto-Renewal
(a)User Subscriptions automatically renew at the end of each billing period (monthly or annually) unless cancelled by the Customer prior to renewal.
(b)Customer will be charged automatically on each renewal date unless subscription is cancelled.
(c)Renewal charges are based on the then-current pricing, which may differ from initial subscription pricing.
(d)CNTXT will provide notice of upcoming renewals and any price changes via email.
(e)To cancel auto-renewal, Customer must cancel subscription at least 24 hours before the next billing date through account settings or by contacting support
11.4If CNTXT has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of CNTXT:
(a)CNTXT may, on no less than 5 Business Days’ notice to the Customer and without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and CNTXT shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b)CNTXT may at its sole discretion, apply interest which shall accrue on a daily basis on such due amounts at an annual rate equal to [3]% over the then current base lending rate of the Central Bank of the United Arab Emirates from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
11.5All amounts and fees stated or referred to in the Agreement:
(a)shall be payable in [UAE Dirhams] or United States Dollars [USD];
(b)are, subject to clause ‎15.5, non-cancellable and non-refundable;
(c)are exclusive of value added tax, which shall be added to CNTXT’s invoice(s) at the appropriate rate.
11.6CNTXT shall be entitled to increase the Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 5.3 at the start of each Renewal Period upon prior notice to the Customer.
11.7If this Agreement expires or is terminated before the end of any period for which Fees have been paid, CNTXT will refund to the Customer the proportion of the Fees which relates to the period following expiry or termination.
12.INTELLECTUAL PROPERTY RIGHTS
12.1The Customer acknowledges and agrees that CNTXT and/or its licensors own all Intellectual Property Rights in the Services and the Documentation including without limitation: (a) all artificial intelligence models, neural networks, machine learning algorithms, training methodologies, and data processing pipelines used to provide speech recognition and transcription services; (b) all software code, source code, object code, APIs, SDKs, libraries, frameworks, and related documentation; (c) all user interface designs, graphical elements, visual displays, layouts, navigation structures, and interactive features; (d) all databases, data structures, data schemas, and system architectures; (e) all trademarks, service marks, trade names, logos, brand identities, and trade dress associated with CNTXT and the Service; (f) all copyrights in original works of authorship including software code, documentation, marketing materials, and creative content; (g) all trade secrets, confidential information, proprietary methodologies, and know-how related to the Service; (h) all patents and patent applications covering inventions, processes, and technologies embodied in the Service; and (i) all other intellectual property rights of every nature and description, whether registered or unregistered, throughout the world. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in any Intellectual Property Rights or any other rights or licences in respect of the Services or the Documentation.
12.2The parties acknowledge and agree that all rights, title and interest in and to any Intellectual Property Rights arising as a result of implementation or integration of the Software in or in relation to the Customer’s Environment, or in any Adapted Software, shall belong to and remain vested in (or automatically upon creation, vest in) CNTXT.
12.3Subject to the terms of the Agreement and payment of the Fees, CNTXT hereby grants to the Customer a non-exclusive, non-transferable licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Term for the Permitted Purpose in the Territory, to use solely internal business operations or for the Customer’s own personal use, as applicable.
12.4CNTXT confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
12.5In relation to Output:
(a)the parties hereby agree that, to the extent possible, all Intellectual Property Rights in the Output shall belong to the Customer; and
(b)the Customer hereby grants to CNTXT a non-exclusive, transferable, worldwide, perpetual and irrevocable licence, together with the right to grant sublicences, to use the Output for further training, developing and improving the Software, its algorithms and models and to exercise or perform CNTXT’s rights, remedies and obligations under the Agreement.
12.6The parties hereby agree that in relation to Customer Materials:
(a)any and all Intellectual Property Rights arising in relation to the Customer Materials are retained by the Customer;
(b)the Customer hereby grants a non-exclusive, transferable, worldwide, perpetual and irrevocable licence, together with the right to grant sublicences, for CNTXT (and each of its direct and indirect sub-contractors) to use, copy and otherwise utilise the Customer Materials as required to develop or provide the Services, including the Software and/or the Adapted Software, for further developing and improving its algorithms and models and to exercise or perform CNTXT’s rights, remedies and obligations under the Agreement;
(c)the Customer hereby grants to CNTXT a perpetual, irrevocable, royalty-free, worldwide, non-exclusive license, together with the right to grant sublicences, to use, copy and otherwise utilise the Customer Materials as necessary to commercialise, sell and support the Software and/or the Adapted Software with CNTXT’s other existing and future customers;
(i)provided that the Customer Materials are or have become part of the Software;
(ii)to the extent that they are incorporated in the Software and/or the Adapted Software; and
(iii)provided that they are anonymized, non-identifiable, and reduced to mathematical constructs.
12.7CNTXT may use any feedback and suggestions for improvement relating to the Software, the Adapted Software or the Services provided by CNTXT (“Feedback”) without charge or limitation. The Customer acknowledges and agrees that any Intellectual Property Rights arising in the Feedback or the related improvements will be owned exclusively by CNTXT, and the Customer hereby assigns absolutely and with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to CNTXT any such Intellectual Property Rights.
12.8The Customer hereby waives (and shall ensure that all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to CNTXT under the Agreement.
12.9CNTXT vigorously protects and enforces its intellectual property rights through all available legal remedies including but not limited to cease-and-desist demands, civil litigation seeking injunctive relief and monetary damages, criminal prosecution where applicable under UAE Penal Code provisions regarding intellectual property theft, referral to regulatory and law enforcement authorities, and international intellectual property enforcement mechanisms. Customer acknowledges that breach of intellectual property provisions of this Agreement may cause irreparable harm to CNTXT for which monetary damages would be inadequate, and CNTXT shall be entitled to seek equitable relief including temporary and permanent injunctions, specific performance, and account of profits in addition to all other available remedies. In any action to enforce intellectual property rights under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and other litigation expenses from the non-prevailing party.
13.CONFIDENTIALITY
13.1Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to, or obtained by, the other party and that party’s Representatives whether before or after the date of the Agreement in connection with the Agreement, including but not limited to:
(a)the terms of the Agreement or any agreement entered into in connection with the Agreement;
(b)any information that would be regarded as confidential by a reasonable business person relating to:
(i)the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any Affiliate of the disclosing party); and
(ii)the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any Affiliate of the disclosing party);
(c)any information developed by the parties in the course of carrying out the Agreement and the parties agree that:
(i)details of the Services, and the results of any performance tests of the Services, shall constitute CNTXT Confidential Information; and
(ii)Customer Data shall constitute Customer Confidential Information.

“Representatives” means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

13.2The provisions of this clause shall not apply to any Confidential Information that:
(a)is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b)was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c)was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d)the parties agree in writing is not confidential or may be disclosed; or
(e)is developed by or for the receiving party independently of the information disclosed by the disclosing party.
13.3Each party shall keep the other party’s Confidential Information secret and confidential and shall not:
(a)use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Agreement (Permitted Purpose); or
(b)disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 13.
13.4A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a)it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b)at all times, it is responsible for such Representatives’ compliance with the confidentiality obligations set out in this clause.
13.5A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by applicable law, by any governmental or other regulatory authority (including, without limitation, any relevant securities exchanges) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
13.6Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in the Agreement are granted to the other party, or are to be implied from the Agreement.
13.7On termination or expiry of the Agreement, each party shall:
(a)destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
(b)erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c)certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 16 (Termination).
13.8CNTXT may refer to the Customer by name as a customer in respect of the Services for the purpose of promoting or marketing CNTXT and its services.
13.9Except as expressly stated in the Agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
13.10The above provisions of this clause 13 shall continue to apply after termination [or expiry] of the Agreement.
14.REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
14.1Each Party represents and warrants that: (a) it has full corporate power and authority to enter into this Agreement; (b) the execution of this Agreement by its representative has been duly authorized; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable in accordance with its terms.
14.2Customer represents and warrants that: (a) Customer has all necessary rights and permissions to submit Customer Materials to the Service; (b) the use of the Service will not violate any applicable laws or third-party rights; (c) Customer will comply with all terms and conditions of this Agreement.
14.3TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE SERVICE, INCLUDING ALL AI MODELS, , OUTPUTS, SOFTWARE, CONTENT, AND MATERIALS, IS PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CNTXT SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (i) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (ii) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; (iii) WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iv) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF TRANSCRIPTION OUTPUT; (v) WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (vi) WARRANTIES REGARDING COMPATIBILITY WITH USER'S DEVICES, SOFTWARE, OR NETWORKS. Customer acknowledges that Output accuracy may vary based on factors including input quality, technical terminology, context, and content complexity. The Service does not guarantee any specific accuracy level. Outputs are not certified, verified, or legally authenticated. Customer must independently verify all Outputs before relying on them for any important, legal, or business-critical purposes. CNTXT DISCLAIMS ALL LIABILITY FOR THIRD-PARTY SERVICES, INTEGRATIONS, PAYMENT PROCESSORS, CLOUD INFRASTRUCTURE PROVIDERS, OR OTHER THIRD-PARTY COMPONENTS INCORPORATED INTO THE SERVICE. CNTXT MAKES NO WARRANTIES REGARDING USER'S AUDIO CONTENT, INCLUDING ITS LEGALITY, QUALITY, ACCURACY, OR FITNESS FOR ANY PURPOSE. CNTXT DOES NOT WARRANT THAT: - The Service will meet Customer's specific requirements or expectations - Service operation will be uninterrupted or error-free - All errors will be corrected - The Service will be available at all times or in all geographic locations - The Service will be compatible with all devices or software configurations. While CNTXT implements reasonable security measures, CNTXT does not warrant that the Service or Customer's data will be completely secure or free from unauthorized access, data breaches, or cyber attacks. The Service does not provide legal, medical, financial, or other professional advice. Output should not be relied upon as a substitute for professional consultation.
14.4CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION: - Operation of nuclear facilities - Aircraft navigation or communication systems - Air traffic control systems - Life support or emergency medical equipment - Weapons systems - Direct control of industrial processes or manufacturing equipment WHERE FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. CUSTOMER ASSUMES ALL RISK FOR SUCH USE.
14.5CNTXT may offer beta, pilot, or experimental features labeled as "beta," "preview," "experimental," or similar designations. Such features are provided for evaluation purposes and may be unstable, incomplete, or subject to change or discontinuation without notice. Beta features are provided "AS IS" with no warranties whatsoever and may not be covered by service level commitments. Customer’s use of beta features is at Customer's own risk, and Customer should not rely on beta features for production or critical use cases.
14.6CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY CNTXT, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. THE DISCLAIMERS AND EXCLUSIONS IN THIS ARTICLE REFLECT A FAIR ALLOCATION OF RISK AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
15.INDEMNITY
15.1The Customer shall defend, indemnify and hold harmless CNTXT against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:
(a)the Customer is given prompt notice of any such claim;
(b)CNTXT provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c)the Customer is given sole authority to defend or settle the claim.
15.2If any claim is made against the Customer that the Customer’s use of the Services or Documentation in accordance with the Agreement infringes any Intellectual Property Rights of any third party, CNTXT may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
15.3In no event shall CNTXT, its employees, agents and sub-contractors be liable to the Customer to the extent that any alleged infringement is based on:
(a)a modification of the Services or Documentation by anyone other than CNTXT; or
(b)the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by CNTXT; or
(c)the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from CNTXT or any appropriate authority; or
(d)the Customer’s breach of the Agreement.
15.4The foregoing and clause 15.3.2 state the Customer’s sole and exclusive rights and remedies, and CNTXT’s (including CNTXT’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any Intellectual Property Rights or right of confidentiality.
16.LIMITATION OF LIABILITY
16.1Except as expressly and specifically provided in the Agreement:
(a)the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. CNTXT shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to CNTXT by the Customer in connection with the Services, or any actions taken by CNTXT at the Customer’s direction;
(b)all warranties, representations, conditions and all other terms of any kind whatsoever implied by law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
(c)the Services and the Documentation are provided to the Customer on an “as is” basis.
16.2Nothing in the Agreement excludes the liability of CNTXT:
(a)for death or personal injury caused by CNTXT’s negligence; or
(b)for fraud or fraudulent misrepresentation.
16.3Subject to clause 15.1 and clause 15.2:
(a)CNTXT shall have no liability for any:
(i)loss of profits,
(ii)loss of business,
(iii)wasted expenditure,
(iv)depletion of goodwill and/or similar losses,
(v)loss or corruption of data or information, or
(vi)any special, indirect or consequential loss, costs, damages, charges or expenses; and
(b)CNTXT’s total aggregate liability to the Customer (including in respect of the indemnity at clause 14.2), in respect of all breaches of duty occurring within any contract year shall not exceed one hundred per cent (100%) of the total Fees paid in the contract year in which the breaches occurred. A contract year means a 12 month period commencing on the Effective Date or any anniversary of it.
(c)If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, CNTXT’s total liability for those claims shall not exceed one hundred per cent (100%) of the highest of the annual Fees paid in each of the contract years in which the breaches occurred.
16.4References to liability in this clause 15 include every kind of liability arising under or in connection with the Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
16.5Nothing in the Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of CNTXT’s Intellectual Property Rights.
17.TERM AND TERMINATION
17.1the Agreement shall, unless otherwise terminated as provided in this clause 17, commence on the Effective Date and shall continue for the Initial Term and, thereafter, the Agreement shall be automatically renewed for successive similar periods (each a Renewal Period), unless:
(a)either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or
(b)otherwise terminated in accordance with the provisions of the Agreement;

and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.

17.2Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a)the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment;
(b)the other party commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c)the other party becomes Insolvent; each party will notify the other party immediately upon becoming Insolvent;
(d)the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(e)the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
17.3On termination of the Agreement for any reason:
(a)all licences granted under the Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
(b)each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(c)the Customer shall return to CNTXT or, at CNTXT's request, irrevocably delete and destroy any copies of or object code related to the Software, including any and all Adapted Software, in the Customer's possession or control and certify in writing to CNTXT that this has been done;
(d)CNTXT may destroy or otherwise dispose of any of the Customer Data in its possession; and
(e)any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
18.COMPLIANCE WITH LAWS
18.1Each party shall comply with all applicable laws including data protection and privacy laws, consumer protection, anti-corruption and anti-bribery, anti-money laundering, recording and wiretapping laws, intellectual property laws, export controls and sanctions, telecommunications regulations, accessibility requirements, and tax laws.
18.2Customer acknowledges CNTXT's regulation by UAE Telecommunications and Digital Government Regulatory Authority (TDRA) and agrees to cooperate with regulatory inquiries.
18.3Customer warrants compliance with laws including obtaining required consents, providing necessary notices, and respecting legally protected communications, in relation to Customer Materials.
18.4CNTXT processes data primarily in UAE-based infrastructure. Some processing may occur internationally with appropriate safeguards and legal compliance.
18.5The Service may be subject to export control laws and regulations of the United Arab Emirates and other applicable jurisdictions. Customer shall not export, re-export, or transfer the Service to prohibited destinations, use the Service in violation of export restrictions, facilitate access by sanctioned persons or entities, or use for prohibited end-uses. Customer represents it is not located in, organized under laws of, or a resident of sanctioned countries; not on any sanctions lists maintained by the United Nations, United Arab Emirates, or other applicable authorities; not owned or controlled by sanctioned entities; and not engaging in sanctioned transactions. CNTXT may immediately terminate access if Customer violates export control or sanctions laws or if providing Service would violate applicable law.
18.6Customer warrants it will not offer payments or value to government officials to influence actions or obtain improper advantages, engage in activities violating anti-corruption laws including UAE Federal Law No. 3 of 1987 (Penal Code) as amended and other applicable anti-corruption legislation, or make facilitation payments or kickbacks. Breach is grounds for immediate termination and may be reported to authorities. This Agreement is intended solely for the benefit of the parties and their permitted successors and assigns, and no third party shall have any rights or benefits hereunder.
19.FORCE MAJEURE

Neither party shall be in breach of the Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control including but not limited to (i) acts of God, natural disasters, earthquakes, floods, fires, storms, or other natural phenomena; (ii) war, terrorism, civil unrest, labor strikes, or governmental actions; (iii) pandemic, epidemic, or public health emergencies; (iv) failures or interruptions in telecommunications, internet, or utility services; (v) cyberattacks, distributed denial-of-service attacks, or other malicious technical interference; (vi) changes in applicable laws or regulations that prevent performance. The affected party shall promptly notify the other party of any force majeure event and use reasonable efforts to mitigate the impact and resume performance as soon as practicable. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the either party may terminate the Agreement by giving 30 days’ written notice to the affected party.

20.VARIATION

No variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

21.WAIVER
21.1A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
21.2A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
22.RIGHTS AND REMEDIES

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

23.SEVERANCE
23.1If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.
23.2If any provision or part-provision of the Agreement is deemed deleted under clause 22.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
24.ENTIRE AGREEMENT
24.1the Agreement together with the Privacy Policy, Order Form, SLA (as applicable), any applicable service-specific terms, and any additional agreements expressly incorporated by reference, constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
24.2Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.
24.3Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
24.4Nothing in this clause shall limit or exclude any liability for fraud.
25.MODIFICATION
25.1CNTXT may modify this Agreement from time to time to reflect changes in: (i) applicable laws, regulations, or legal requirements; (ii) service functionality, features, or technical capabilities; (iii) business practices, security measures, or operational procedures; (iv) pricing, billing, or subscription terms. For material modifications that affect Customer's rights or obligations, CNTXT will provide thirty (30) days' prior notice through: (i) email notification to the address associated with Customer's account; (ii) prominent notice within the Service interface; (iii) posting on the CNTXT website or service documentation. Continued use of the Service after the effective date of any modifications constitutes Customer's acceptance of the revised terms, except where additional affirmative consent is required by applicable law. If Customer does not agree with any material modifications, Customer's sole remedy is to terminate this Agreement and discontinue use of the Service in accordance with the termination procedures set forth herein.
26.ASSIGNMENT
26.1The Customer shall not, without the prior written consent of CNTXT, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement.
26.2CNTXT may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement.
27.NO PARTNERSHIP OR AGENCY

Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

28.THIRD PARTY RIGHTS
28.1Unless it expressly states otherwise, the Agreement does not give rise to any rights for any third party to enforce any term of the Agreement.
28.2The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
29.NOTICES
29.1Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:
(a)delivered by hand or by commercial courier at its registered office (if a company) or its principal place of business (in any other case); or
(b)sent by email to the address provided by the Customer
29.2Any notice shall be deemed to have been received:
(a)if delivered by hand, at the time the notice is left at the proper address;
(b)if sent by commercial courier, at 9.00 am on the second Business Day after collection by or delivery to the commercial courier of the notice; [or]
(c)if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
29.3This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
30.LANGUAGE
30.1This Agreement is executed in the English language, which shall be the controlling language for all purposes. Any translation of this Agreement into other languages is provided for convenience only and shall not be binding. In the event of any conflict between the English version and any translated version, the English version shall prevail.
31.GOVERNING LAW

the Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of the Abu Dhabi Global Market, United Arab Emirates (“ADGM”).

32.JURISDICTION

The Parties agree that any and all claims, disputes, or controversies arising from or related to the Agreement (including non-contractual disputes or claims) shall be exclusively settled through binding arbitration conducted in ADGM. The arbitration shall be conducted in accordance with the rules and procedures established by the ADGM Arbitration Centre, and the decision rendered by the arbitrator(s) shall be final and binding upon the Parties. The arbitration proceedings shall be conducted in English. The arbitrator(s) shall be allowed to order in its award that all or part of the legal or other costs incurred by a party be paid by another party, unless the parties agree otherwise in writing. For the avoidance of doubt, legal and other costs shall include without limitation attorneys' fees, costs for expert witnesses, costs to have witnesses travel to the arbitration and costs for copying and presenting exhibits.

IN WITNESS WHEREOF, by accessing or using the Service, User acknowledges that User has read, understood, and agrees to be bound by the terms and conditions of this Agreement.

Effective Date: March 2026

Last Modified: March 2026

© 2026 CNTXT FZCO. All rights reserved.