Master SAAS Agreement

This Master SAAS Agreement (the "Agreement") outlines the terms and conditions under which Actualize (the "Company") agrees to provide SAAS to the Customer identified and defined in the Order Form (each a "Party" and collectively, the "Parties") referencing this Agreement and executed by such Parties. This Agreement incorporates the Order Form, the Data Processing Addendum and any schedules, annexures or exhibits hereof by reference and is effective as of the effective date mentioned in the Order Form (the "Effective Date").

The Company and the Customer hereby agree as follows:

DEFINITIONS

In this Agreement, unless the context explicitly indicates otherwise, the following terms shall have the meanings ascribed to them below. The headings herein are for convenience only and do not affect interpretation:

a. Authorized Users means an individual, or group of individuals within the Customer's organization who are authorized by the Customer to use the Services under this Agreement.

b. Business Days means any day other than a Saturday, Sunday, or a public holiday, during which commercial banks are open for business in the United Arab Emirates.

c. Confidential Information means information disclosed by one Party to the other that is marked as confidential or should reasonably be understood as confidential given the nature of the information, including but not limited to either Party's business affairs, operations, finance, assets, liabilities, Customer Data, Personal Data, Account Data.

d. Customer means an individual, group of individuals or an entity identified and defined in the Order form who avails the Services from the Company.

e. Customer Data means any data, Personal Data, content, or information of any kind that is submitted to the Services by or on behalf of the Customer, including, but not limited to: (a) data, content, or information that the Customer submits, uploads, imports, or instructs to be used within the Services (including from Third-Party Platforms); and (b) data, Personal Data, content, or information related to or provided by the Customer's end users or prospects (including chat and message logs) that are collected from the Customer's databases or Third-Party Platforms through the use of the Services.

f. Order Form means a document executed by both Parties that specifies the details of the SAAS services to be provided by the Company to the Customer, including but not limited to the description of services, subscription terms, pricing, payment terms, maintenance and support and any other relevant specifications.

g. Personal Data means any information, including personal information, relating to an identified or identifiable natural person ("Data Subject") or as defined in and subject to Applicable Data Protection Legislation.

h. SAAS / Services means Agntix, the Software-as-a-service offerings provided by the Company to the Customer as specified in the Order Form.

i. Subscription means the right granted to the Customer to access and use the Services for the Subscription Term, subject to the terms and conditions of this Agreement and the Order Form.

j. Subscription Fees means the recurring charge payable by the Customer to the Company for access to and use of the Services, as specified in the Order Form.

k. Subscription Term means the period during which the Customer is authorized to access and use the Services, as specified in the Order Form.

l. Third-Party Platform(s) means any software, software-as-a-service, data sources or other products or services not provided by the Company that are integrated with or otherwise accessible through the Services.

SERVICES

a. Provision of Services. The Company shall use commercially reasonable efforts to provide the Services to the Customer in accordance with the terms of this Agreement and any applicable Order Form. The Services shall be made available to the Customer on a subscription basis for the duration of the Subscription Term, subject to the Customer's compliance with this Agreement.

b. Acceptance. By executing this Agreement and/or accessing or using the Services provided by the Company, the Customer acknowledges and agrees to be bound by the terms and conditions ("Terms") set forth in this Agreement, including any referenced exhibits, schedules, addendums or Order Forms. If the Customer does not agree to these Terms, the Customer must not access or use the Services. These Terms expressly supersede and replace any prior agreements or understandings, written or oral, between the Parties, in relation to the Service.

c. Modifications. The Company reserves the right to modify, alter, enhance, or update the Services and/or the Terms from time to time in its sole discretion. The Customer's continued use of the Services will be deemed to have provided acceptance of and consent to the modifications and the Terms.

d. Third-Party Hosting. The Customer acknowledges and agrees that the Services are hosted on infrastructure provided by a third-party cloud service provider ("Hosting Provider"). The Company shall not be liable for any failures, interruptions, or errors caused by the Hosting Provider or its infrastructure. The Customer's access to and use of the Services may be affected by the performance and availability of the Hosting Provider's services.

e. Service Availability. While the Company will use commercially reasonable efforts to ensure the availability of the Services, the Customer acknowledges that the Services may be subject to occasional downtime for maintenance, updates, or factors beyond the Company's control.

f. Disclaimer. The Services are provided "as is" and "as available". The Company disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the Services will be uninterrupted, error-free, or completely secure.

RIGHTS TO ACCESS AND USE OF SOFTWARE

a. The Customer shall have a non-exclusive, non-transferable right to access and use the Services for the Subscription Term in accordance with the Terms herein and the Order Form.

b. The use of the Services is limited to the internal business purposes of the Customer and by its Authorized Users and shall not be accessed, used or made available to any subsidiaries, affiliates, or third parties without the prior express written consent of the Company.

c. The Customer is solely responsible for all activity and consumption under their account. The Customer acknowledges that any increase in usage, including unexpected spikes in traffic or resource consumption, shall remain their responsibility, and any associated fees, costs, or overages incurred due to such usage shall be borne by the Customer. The Service Provider shall not be liable for any disruptions, limitations, or additional charges resulting from excessive or unforeseen consumption.

OWNERSHIP

a. Ownership. The Services is owned and operated by the Company. All elements of the Services including but not limited to the intellectual property, source code, visual interface, graphics, algorithm, AI/ML models, techniques, features are all owned by the Company and are protected under relevant laws. The Customer acknowledges that all system configurations, including but not limited to workflows, integrations, pathways, system prompts, and other proprietary settings within the Platform (collectively, "Configurations"), are developed and maintained by the Company as part of its proprietary technology. These Configurations shall not be shared, transferred, exported, or otherwise made available to the Customer upon termination or expiry of the Agreement, whether initiated by the Customer or the Company.

b. Restrictions. The Customer shall not:

i. License, sub-license, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services.

ii. Modify or make derivative works based upon the Services.

iii. Reverse engineer or access the Services to build a competitive product or service.

c. Prohibited Use. The Customer agrees not to use the Service for any unlawful purpose(s) or in any way that violates any applicable laws. The Customer is solely responsible for ensuring that its use of the Service complies with all applicable laws and regulations. Prohibited uses include but are not limited to:

i. Criminal activities

ii. Malicious, fraudulent, or illegal purposes

iii. Infringement of the Company or third Party intellectual property rights

iv. Defamatory, harassing, abusive, or threatening use

v. Distribution of unauthorized spam

vi. Transmission of viruses, malware, or other destructive code

vii. Gathering or transmitting personal information without consent

viii. Interference with service functionality or security features

INTELLECTUAL PROPERTY

a. Ownership. Each Party acknowledges and agrees that all intellectual property rights, including but not limited to patents, copyrights, trademarks, designs, trade secrets, and any other proprietary rights (collectively referred to as "Intellectual Property"), that are owned or developed by either Party shall remain the sole and exclusive property of that Party. Specificaly, all Intellectual Property in the Services, including the name Agntix, the source code, any modifications, improvements, or derivative works thereof, shall remain the exclusive property of the Company. The Customer retains all rights to its own data and any Intellectual Property it owned prior to or develops independently of this Agreement. Nothing in this Agreement shall be construed as transferring ownership of any Intellectual Property from one Party to the other. The Customer is granted a limited, non-exclusive license to use the Services solely for the purposes outlined in this Agreement and/or the Order Form, during the Subscription Term.

b. Third-Party Intellectual Property. The Services may incorporate or rely upon software, content, or other Intellectual Property owned by third Parties ("Third-Party IP"). Customer acknowledges that (i) Company does not claim ownership of such Third-Party IP, (ii) Customer's right to use Third-Party IP is subject to and governed by the terms and conditions of any applicable third-party licenses or agreements, and (iii) Customer agrees to comply with all such third-party terms and conditions. The Company shall not be responsible for any changes to or discontinuation of Third-Party IP that may impact the Services.

c. Feedback and Improvements. The Customer may provide the Company with feedback, suggestions, or ideas regarding the Services ("Feedback"), which the Company may or may not accept. The Customer agrees that all Feedback is provided voluntarily and grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, implement, and commercialize such Feedback in any manner, without compensation, attribution, or notification to the Customer. Any improvements, modifications, or enhancements to the Services resulting from Feedback shall be owned exclusively by the Company. The Customer waives any claim to ownership or compensation related to the Company's use of Feedback, including any Intellectual Property rights that may arise from such use.

CONFIDENTIALITY

a. Confidentiality Obligations: Each Party agrees to protect the other Party's Confidential Information with the same degree of care it uses to protect its own, but no less than a reasonable degree of care.

b. Exclusions: Confidential Information does not include information that (a) is publicly known other than as a breach of this Agreement, (b) is independently developed without use of the other Party's Confidential Information, (c) is required to be disclosed by law, or (d) is expressly stated by the disclosing party not to be subject to the obligation of confidentiality.

c. Use of Customer Name/Logo. The Customer agrees that the Company may use the Customer's name and/or logo to identify the Customer as a client in marketing materials, including on its website, and in presentations. No confidential information of the Customer will be shared or disclosed.

PAYMENT TERMS

a. Subscription Fees. The Customer shall pay the Company the Subscription Fees as specified in the Order Form, to avail the Subscription and the right to access and use the Services. The Subscription Fees is exclusive of any and all taxes applicable and such taxes will be invoiced together with the Subscription Fees. The Company reserves the right to change the Subscription Fees upon notice to the Customer and the revised Subscription Fees will apply on the next billing period subsequent to such revision.

b. Payment Method and Terms. The Customer may choose to pay either through the online or offline methods of payment. Subject to the Order Form, all invoices are payable 30 (thirty) days in advance of each Subscription Term. The initial payment is due upon execution of this Agreement and related documents, and subsequent payments are due thirty (30) days prior to the start of each renewal Subscription Term. Subscription Fees is to be paid within 5 (five) Business Days from the date of invoice. If any other terms of payment is agreed between the Company and the Customer, it shall be specified in the applicable Order Form and the Customer shall adhere to the terms therein regarding payment method.

c. Online Payment. Where the Customer opts to pay through the online method of payment, the Customer shall provide the Company details of their credit card through which the Subscription Fees shall be processed automatically according to the billing cycle and payment plan as specified in the Order Form. The Customer shall be solely responsible for maintaining and updating the credit card information and the Company shall not be liable for any administrative charges, penalties or any other charges that may be levied by the Customer's card issuer due to insufficient funds or for the purposes of processing the Subscription Fees or for any reason whatsoever. The Customer acknowledges that the online payment will be through a third-party payment provider and agrees that the Company has no control over the actions of the third-party provider, and the Customer's use of the third-party payment method may be subject to additional terms and conditions. The Customer acknowledges that the use of a third-party payment provider may be subject to a transaction fee.

d. Offline Payment. The offline method of payment shall be through bank or wire transfer, or as may be otherwise specified in the Order Form. The Customer will be invoiced 30 (thirty) days in advance, in accordance with the Terms herein and the Order Form.

e. Late Payments. The Customer shall pay the Subscription Fees on or before the due date specified in the Order Form, in accordance with the payment terms set forth herein and in the Order Form. If the Company does not receive the Subscription Fees when due, it shall promptly notify the Customer in writing. The Customer shall have a grace period of 5 (five) Business Days ("Grace Period") from the date of such notification to remit payment in full. Any payment received after the expiration of the Grace Period shall be subject to interest at the maximum rate permitted by the applicable law(s), calculated from the original due date until the date of payment. Non-receipt of Subscription Fees beyond the Grace Period may result in suspension of the Customer's Subscription in accordance with clause 8 herein.

f. Billing Disputes. The Customer shall review all invoices promptly upon receipt. If the Customer disputes any portion of an invoice or identifies any discrepancy or billing issue (collectively, "Billing Dispute"), the Customer shall notify the Company in writing of such Billing Dispute within five (5) Business Days from the invoice date. Such notice shall include a detailed description of the Billing Dispute and any supporting documentation. The Customer's failure to notify the Company of a Billing Dispute within the specified timeframe shall be deemed acceptance of the invoice in full. Upon receipt of a timely Billing Dispute notice, the Company shall investigate the matter in good faith and work with the Customer to resolve the Billing Dispute promptly. Notwithstanding any Billing Dispute, the Customer shall pay all undisputed portions of the invoice in accordance with the payment terms set forth in this Agreement. Any adjustment required after the resolution of a Billing Dispute shall be reflected in the next invoice issued to the Customer.

SUSPENSION

a. Without prejudice to any other rights or remedies available to the Company, the Company reserves the right to suspend the Customer's access to the Subscription, in whole or in part, under the following circumstances:

i. If the Subscription Fees is not received within the Grace Period specified under the Payment Terms; or

ii. If the Customer materially breaches any or all Terms of this Agreement, including but not limited to the restrictions and prohibited use outlined in this Agreement.

b. Notice of Suspension. Prior to suspension, the Company shall provide the Customer with a written notice detailing the reason(s) for suspension ("Notice of Suspension") and all Subscription and Services will be suspended in accordance with the terms specified in the Notice of Suspension.

c. The Customer shall remain responsible for all Subscription Fees during any period of suspension.

d. Termination. The Company, at its sole discretion, reserves the right to terminate the Agreement and cancel the Subscription if the reason(s) for suspension is not remedied by the Customer in accordance with this Agreement or the Notice of Suspension. Such termination and cancellation shall be effective immediately upon written notice to the Customer and without further obligation or liability on the part of the Company, except as may be expressly set forth in this Agreement. The Customer acknowledges and agrees that failure to remedy the reason(s) for suspension constitutes a material breach of this Agreement.

e. The Company's right to suspend access under this clause is in addition to, and not in lieu of, any other rights or remedies available to the Company under this Agreement or applicable law.

DATA PROTECTION

a. The Company will process any Customer Data received from the Customer to perform its obligations under this Agreement in accordance with the Data Processing Addendum attached hereto (the "DPA").

REPRESENTATIONS AND WARRANTIES

a. Customer represents and warrants that:

i. It has the legal authority to enter into this Agreement and perform its obligations;

ii. It will use the Services only in compliance with applicable laws and regulations

iii. It will not use the SAAS platform or Services, including the Company's Intellectual Property, in any way that competes with the Company's business;

iv. It is responsible for the actions of its Authorized Users and any Customer Data uploaded or processed through the Services;

v. It will not use the Services to transmit any unlawful, harmful, or infringing content.

INDEMNITY

a. The Customer agrees to indemnify and hold harmless the Company, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from:

i. The Customer's negligence or breach of this Agreement;

ii. Any misuse or unauthorized use of the Services by the Customer;

iii. Any content, data, or information uploaded, stored, or transmitted by the Customer through the Services;

iv. Any violation of third-Party rights, including Intellectual Property rights, resulting from the Customer's use of the Services;

v. The Customer's failure to comply with applicable laws and regulations in connection with its use of the Services.

b. This indemnification obligation extends to any actions or omissions by the Customer's respective affiliates, Authorized Users, successors, and assigns that occur in connection with this Agreement. This section shall remain in full force and effect even after the termination of the Agreement.

LIABILITY

a. In no event shall the Company, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) the Customer's modification of, access to or use of or inability to access or use the Services; (ii) any conduct or content of any third Party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use or alteration of the Customer's transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

b. The total liability of the Company, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use the service shall be limited to the Subscription Fees paid by the Customer during the 3 (three) months immediately preceding the date of the claim.

c. Notwithstanding the foregoing, this limitation of liability shall not apply to (i) liability arising from gross negligence or willful misconduct; (ii) death or bodily injury; (iii) any breach of confidentiality obligations; or (iv) any violation of Intellectual Property rights.

TERM AND TERMINATION

a. Term. This Agreement will commence on the Effective Date and will continue in force until terminated by either Party in accordance with the Terms herein.

b. Minimum Term. The Customer's Subscription Term is subject to a minimum term as specified in the Order Form. The Customer may not cancel the Subscription prior to the expiry of the minimum term. The Company may not refund any or all Subscription Fees paid by the Customer if the Subscription is cancelled by the Customer during the minimum term. Notwithstanding the terms of this clause, the Company may terminate the Agreement during the minimum term and any Subscription Fees paid in advance by the Customer shall be refunded to the Customer on a prorated basis, calculated according to the number of months used and minutes consumed by the Customer.

c. Auto-Renewal. Unless notified by either Party in accordance with the Terms, this Agreement shall automatically renew at the end of the Subscription Term subject to payment by the Customer and the Terms. In the event of non-payment of the Subscription Fees or non-receipt of a Notice of Termination, the Customer's Subscription and access to the Services will be dealt with in accordance with the payment terms and suspension clauses herein.

d. Notice Period. Subject to the minimum term, either Party may terminate this Agreement without cause by providing the other Party a written notice of termination ("Notice of Termination") 30 (thirty) days prior to the effective date of termination ("Date of Termination").

e. Termination for Cause. Subject to other clauses and conditions herein and the Order Form, either Party may terminate this Agreement with immediate effect and without prior notice under the following circumstances:

i. The other Party materially breaches any provision of this Agreement and fails to cure such breach within 30 (thirty) days after receiving written notice of such breach.

ii. Failure to comply with applicable UAE laws and regulations of the country that either Party may be operating from.

iii. Due to any fraudulent behaviour, gross negligence, misrepresentation, and/or gross misconduct on the part of either Party affecting this Agreement.

iv. Due to a conviction of a felony or any other criminal offense related to the performance of this Agreement.

v. In the event that either Party undergoes or becomes subject to insolvency, bankruptcy, voluntary or involuntary winding up, dissolution, liquidation, or cessation of its business and/or operations due to whatsoever reason(s).

f. Termination Consequent to Suspension. The Agreement may be terminated by the Company as a result of non-compliance of the Notice of Suspension by the Customer, subject to the terms therein and this Agreement.

g. Effect of Termination. Upon termination of the Agreement for any reason:

i. The Customer's Subscription and access to the Services shall immediately cease, including all licenses.

ii. Any prepaid fees are non-refundable, except as explicitly stated in this Agreement.

iii. The Customer shall pay all outstanding Subscription Fees and other charges as applicable, due up to the Date of Termination.

iv. Data will be handled in accordance with the Data Processing Addendum.

v. The Customer shall promptly return or, if return is not possible, securely destroy any proprietary materials or Intellectual Property of the Company.

h. Survival. This clause will survive the termination or expiry of the Subscription. Termination of a Subscription will not affect any rights or liabilities that a Party has accrued under these Terms.

FORCE MAJEURE

a. Neither Party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party.

b. Such causes include, but are not limited to: power outages, telecommunication failures, cyberattacks or other malicious acts by third Parties, epidemic, pandemic, civil unrest, fire, any natural calamities and catastrophes including but not limited to flood, storm, earthquake, or any other event that is beyond the reasonable control of the Party in question.

c. If a force majeure event occurs, the Party affected shall inform the other Party promptly and shall take all reasonable steps to minimize the impact of such event.

d. This clause shall not excuse payment obligations for Services rendered prior to the Force Majeure Event.

DISPUTE RESOLUTION AND GOVERNING LAW

a. In the event of any dispute or claim arising out of or relating to this Agreement, the Parties shall first seek to resolve the dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, then either Party may initiate mediation proceedings by providing a thirty 30 day written notice to the other Party. The Parties shall then attempt to resolve the dispute through mediation administered by a mutually agreed-upon mediator. The costs of the mediation will be shared equally between the Parties.

b. If the dispute remains unresolved after mediation, the Parties agree to submit the dispute to the exclusive jurisdiction of the Courts in Dubai, United Arab Emirates.

NOTICE

a. Form of Notice and Address. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by email, with confirmation of receipt, or sent by nationally recognized courier service, to the address of either Party set forth in the Order Form

b. Effective Date and Confirmation. Notices shall be deemed to have been delivered upon receipt of confirmation. In the event of notices being received on a public holiday, it shall be deemed received on the next Business Day. In the absence of confirmation of receipt from the recipient, a notice shall be presumed received 3 (three) Business Days after its dispatch.

c. Change of Address. Either Party may change its address for notice by giving written notice to the other Party in accordance with this clause.

SEVERABILITY

a. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in whole or in part by any court or other competent authority:

i. Such provision or part shall to that extent be deemed not to form part of this Agreement, but the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected;

ii. the Parties shall use reasonable efforts to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable substitute provision that achieves, to the greatest extent possible, the intended commercial result of the original provision.

ASSIGNMENT

a. Upon written notice to the other party, either party may assign this Agreement to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of the assets of such party, and any such assignment will not require the consent of the other party, provided that:

i. such successor or assignee of this Agreement agrees in writing to be bound by this Agreement; and

ii. the assigning party notifies the other party to this Agreement in writing immediately upon the consummation of such event.

COUNTERPARTS

a. This Agreement, which includes the Order Form, the DPA and any schedules therein, may be executed electronically and in two or more counterparts, all of which, taken together, will be regarded as one and the same instrument.