CNTXT FZCO

Terms of Service

The SaaS Agreement and the Agntix Voice AI Platform Product Schedule, which together govern your use of the platform.

SaaS Agreement · March 2026Product Schedule · June 2026 · v2.0

Part 1 — SaaS AgreementSAAS Agreement Terms and ConditionsLast updated March 2026

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.

Term	Definition
Adapted Software	any 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
Affiliate	in 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
Agreement	the 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 Users	those 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 Day	a day that is not a Saturday, Sunday or public holiday in the United Arab Emirates
Confidential Information	has the meaning set out in clause 13.1
Customer Data	the 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 Materials	any Customer Data, and any other materials supplied by the Customer to CNTXT under or in connection with the Agreement
Customer Personal Data	has the meaning set out in clause 7.1
Documentation	any 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 Date	the date of the Agreement
Fees	the 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 Term	the initial term of the Agreement as set out in the Order Form
Insolvent	a 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 Rights	all 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 Form	the 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
Output	any 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 Schedule	the 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 Period	the period described in clause 16.1
Services	the subscription services provided by CNTXT to the Customer under the Agreement
Software	the online software applications provided by CNTXT as part of the Services
Specification	the specification of the Services set out at Order Form
Term	has the meaning given in clause 16.1 (being the Initial Term together with any subsequent Renewal Periods)
Territory	the territory, if any, set out in the Order Form
User Subscriptions	the 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
Virus	any 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
Vulnerability	a 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

Part 2 — Product ScheduleAgntix Voice AI PlatformProduct Schedule — Business-to-BusinessLast updated June 2026 · Version 2.0

CNTXT FZCO

AGNTIX VOICE AI PLATFORM

Product Schedule — Business-to-Business

Version 2.0 | June 2026 | Confidential

This Product Schedule ("Agntix Schedule" or "Schedule") forms part of the Agreement between CNTXT FZCO ("CNTXT") and the Customer identified in the Order Form ("Customer"). It supplements and, to the extent expressly stated, modifies the CNTXT SaaS Agreement Terms and Conditions (the "Master T&Cs"). Capitalised terms not defined herein have the meanings given in the Master T&Cs. In the event of any conflict between this Schedule and the Master T&Cs, this Schedule shall prevail in relation to the Agntix Service.

1. DEFINITIONS

Term	Definition
API	The Agntix application programming interface through which the Customer accesses the Service programmatically.
Cloud Deployment	Access to the Service via CNTXT's cloud infrastructure, as described in clause 3.2.
Customer Environment	The hardware, operating system, network, storage, and other infrastructure whether that is the Customer's private cloud, dedicated data center, physical premises, or a hyperscaler cloud such as AWS or Azure within the Customer's own tenant, on which the Service is installed.
Deployment Mode	The method by which the Customer accesses the Service, being one or more of: Cloud Deployment, Hybrid Deployment, or On-Premises Deployment, as specified in the Order Form.
Documentation	Any 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.
Hybrid Deployment	A Deployment Mode combining Cloud Deployment for certain workloads with On-Premises Deployment for others, as specified in the Order Form.
Maintenance Release	A bug fix, security patch, or other update designated by CNTXT as a maintenance release.
Model Version	A specific iteration of the Agntix AI Model released by CNTXT, identified by a version number (e.g. Agntix-1).
Agntix AI Model	CNTXT's proprietary voice AI model, including the Conformer neural network architecture, training data, model weights, and associated processing pipeline, developed for real-time conversational voice interactions, including speech recognition, natural-language understanding, and speech synthesis across the languages supported by the Service from time to time.
On-Premises Deployment	Deployment of the Service software on Customer Environment, as further described in clause 3.3 and the On-Premises Addendum.
Service	The Agntix Voice AI platform that enables automated voice interactions for customer service and user interactions utilizing AI models, speech processing technologies, and conversational AI frameworks.
Supported Version	The version of the Service that CNTXT continues to support.
Transcription Output	The output generated by the Service through processing of User Content.
User Content	(a) the system prompt and all integrations with the User's business systems; (b) call and chat recordings, transcripts, and post-call analysis generated from the User's customers; and (c) customer phone numbers and all related details (including but not limited to sentiments, data extracted from calls/chats, and post-call analysis outputs).

2. SERVICE DESCRIPTION

2.1 Overview

CNTXT provides AGNTIX, a voice AI platform designed to enable organizations to build, deploy, and operate intelligent voice agents capable of conducting real-time conversations with users using AI. The platform utilizes AI models, speech processing technologies, and conversational AI frameworks to enable automated voice interactions for customer service and user interactions.

AGNTIX supports various languages, including but not limited to English, for voice interactions. The language capability is defined by the underlying models used for agent creation.

2.2 Technical Capabilities

Supports real-time voice conversations with AI agents across telephony, web, and voice channels.

Handles mixed-language conversations (e.g., Arabic–English) commonly seen in contact centre environments.

Optional speaker identification and conversation tracking when enabled as part of the deployment scope.

Integrates with standard telephony platforms and enterprise tools through standard APIs.

2.3 Deployment Options

The Customer's Deployment Mode is specified in the Order Form. The following options are available:

Cloud Deployment: The Service is hosted on CNTXT's international cloud infrastructure. Data processing occurs internationally. Enterprise SLAs apply as set out in clause 4.

Hybrid Deployment: A combination of Cloud Deployment and On-Premises Deployment for specified workloads. The Order Form will specify which Service components are deployed in each environment.

On-Premises Deployment: CNTXT supplies software components for deployment on the Customer's own infrastructure. On-Premises Deployment is subject to additional commercial and technical terms set out in clause 3.3 and the On-Premises Addendum.

For Hybrid Deployment, the terms governing Cloud Deployment apply to the Service components deployed in CNTXT's cloud infrastructure, and the On-Premises Addendum applies to the Service components deployed in the Customer Environment, in each case as specified in the Order Form. Where a clause is expressed not to apply to On-Premises Deployment, it likewise does not apply to the on-premises components of a Hybrid Deployment.

2.4 Product Roadmap

The parties acknowledge that Agntix-1 is the first version of a broader Voice AI roadmap. CNTXT will communicate material additions to the Service's capabilities in advance. No future roadmap items form part of the Service unless included in an Order Form.

3. DEPLOYMENT, INTEGRATION AND ACCESS

3.1 API Access

Cloud Deployment and Hybrid Deployment Customers access the Service via the Agntix API. CNTXT will provide API credentials, API documentation, and applicable SDKs upon execution of the Order Form based on the engagement agreed in the order form.

The Customer shall implement authentication mechanisms as specified in the API documentation. API keys and credentials are Confidential Information and must be stored securely by the Customer.

API rate limits apply as specified in the Order Form or Documentation. CNTXT may apply fair-use throttling to prevent abuse or service degradation for other customers. Enterprise rate limits are negotiated and specified in the Order Form.

CNTXT may release new API versions with advance notice. Legacy API versions will be supported for a minimum of ninety (90) days following the release of a successor version, except where immediate deprecation is required for security or legal compliance reasons.

3.2 Cloud Deployment Requirements

The Customer requires a stable internet connection with a minimum of 1 Mbps for real-time transcription and 512 Kbps for batch processing. Higher bandwidth is recommended for high-volume or concurrent usage.

CNTXT operates fine-grained security controls for Cloud Deployment including encryption in transit and at rest, role-based access control (RBAC), and audit trail logging.

3.3 On-Premises Deployment

On-Premises Deployment is available for organisations requiring full data control for sensitive or classified workloads. Specific terms and requirements governing the On-Premises Deployment are set out in the On-Premises Addendum that is annexed along with this Schedule.

3.4 Third-Party Integrations

CNTXT may provide integration connectors or documentation for common enterprise platforms (CCaaS, CRM, etc.). Such connectors are provided as-is and CNTXT does not warrant third-party platform compatibility.

The Customer is responsible for its own integration implementation and for obtaining any licences required from third-party platform providers.

4. SERVICE LEVELS AND AVAILABILITY

This clause does not apply to On-Premises Deployment. The On-Premises Deployment Addendum applies instead.

4.1 Service Level Terms

The applicable uptime commitment, permitted downtime exclusions, service credit tiers and calculation methodology, credit claim procedure, and any cap on aggregate credits are as set out in the Order Form. In the absence of express terms in the Order Form, CNTXT shall use commercially reasonable efforts to maintain Service availability on a continuous basis.

4.2 Uptime Measurement

Uptime is measured on a calendar-month basis by CNTXT's monitoring infrastructure. Downtime attributable to any of the following is excluded from uptime calculations regardless of the Order Form terms:

Scheduled maintenance communicated to the Customer at least seventy-two (72) hours in advance, not exceeding four (4) hours per calendar month (or such shorter notice as emergency circumstances require);

Emergency maintenance required to address critical security vulnerabilities, prevent data loss, or comply with urgent legal or regulatory requirements;

Force majeure events as defined in the Master T&Cs;

Unavailability caused by the Customer's acts or omissions, including failure to apply required updates, misconfiguration, or exceeding agreed API rate limits; and

Unavailability of the Customer's internet connectivity, hardware, or network infrastructure.

4.3 Service Credits

Service credit tiers, credit percentages, claim procedures, and any aggregate credit caps are set out in the Order Form. Service credits, where applicable, constitute the Customer's sole and exclusive remedy for Service unavailability and are applied as credits against future invoices, not as cash payments. Credits are not available where the Customer has any outstanding undisputed overdue invoices at the time of the claim.

4.4 Support

CNTXT provides technical support for the Service during UAE Business Days via email to support@agntix.ai.

Enterprise tier Customers receive dedicated account management and prioritised support response as specified in the Order Form.

Target response times: (i) Critical issues (Service unavailable or severely degraded): 4 hours; (ii) High priority (significant functionality impaired): 1 Business Day; (iii) Standard queries: 3 Business Days. These are targets, not guaranteed response times, unless separately agreed in an Order Form.

4.5 Maintenance and Updates

Scheduled maintenance windows will typically be conducted during periods of lowest expected usage (00:00–04:00 UAE time). Advance notice will be provided as specified in clause 4.2(a).

CNTXT will deploy AI Model improvements, accuracy enhancements, new dialect support, bug fixes, and security patches as part of continuous service improvement. Material changes that substantially alter the Service's core functionality will be communicated thirty (30) days in advance via the Customer's registered account email.

Model Version upgrades are deployed automatically for Cloud Deployment. For On-Premises Deployment, see the On-Premises Addendum.

5. DATA PROCESSING AND PRIVACY

5.1 Roles and Governing Framework

In relation to Customer Personal Data processed through the Agntix Service, the Customer is the data controller (or, where the Customer processes personal data on behalf of its own clients, a data processor acting under instruction from those clients) and CNTXT acts as data processor on the Customer's behalf. CNTXT processes Customer Personal Data solely on the Customer's documented instructions and in accordance with this Schedule, the applicable Order Form, and applicable data protection law including UAE Federal Decree-Law No. 45/2021 on the Protection of Personal Data (PDPL). For On-Premises Deployment, the parties' respective data-protection roles are governed by clause 13 of the On-Premises Addendum, which prevails over this clause 5 to the extent CNTXT has no access to, receipt of, or ability to remotely process Customer Personal Data.

Where the Customer requires a Data Processing Agreement ("DPA"), the parties shall execute CNTXT's standard DPA, which governs the operational detail of data processing including sub-processor lists, data subject rights procedures, breach notification timelines, deletion and return obligations, audit rights, and cross-border transfer mechanisms. The DPA, once executed, forms part of the Agreement and takes precedence over this clause 5 to the extent of any conflict. In the absence of an executed DPA, this clause 5 sets the binding minimum data processing obligations applicable to the Agntix Service.

5.2 CNTXT's Baseline Processing Obligations

Regardless of whether a DPA is executed, CNTXT shall:

process Customer Personal Data only for the purpose of providing the Agntix Service and only on the Customer's documented instructions;

ensure that personnel authorised to access Customer Personal Data are subject to binding confidentiality obligations;

implement and maintain appropriate technical and organisational security measures as described in clause 6;

upon termination or expiry of the Agreement, at the Customer's election and in accordance with clause 11.3, delete or return Customer Personal Data and certify such action in writing.

5.3 Data Transfers and Safeguards

This clause does not apply to On-Premises Deployment.

The Customer acknowledges and agrees that, for the purpose of providing the Services, Personal Data may be transferred to and processed in the European Union, the United States of America, and India.

The Parties acknowledge that the legal basis for such transfers and processing under the UAE PDPL is that the processing is necessary for the performance of the contract for the provision of the Services to the Customer, and for any related purposes that are compatible with that primary purpose.

CNTXT will implement appropriate safeguards to protect Personal Data during such cross-border transfers and subsequent processing, including maintaining contractual protections with relevant sub-processors and relying on their applicable industry-standard security and compliance certifications, where relevant.

The Customer's execution of the Order Form constitutes the Customer's explicit and informed consent to the transfers and processing of Personal Data described in this clause.

5.4 AI Model Training — Opt-In Only

CNTXT will NOT use the Customer's User Content or Transcription Output, to train, fine-tune, or improve the Agntix AI Model or any other CNTXT AI system unless the Customer has provided express written opt-in consent in the Order Form. This obligation applies notwithstanding any broader licence granted to CNTXT over Customer Materials under the Master T&Cs, which is modified accordingly as between the parties.

Where the Customer opts in, CNTXT may use such data only in de-identified, aggregated, and anonymised form reduced to mathematical constructs, such that it cannot be associated with the Customer or any data subject. The Customer may withdraw its opt-in consent at any time on thirty (30) days' written notice, after which no further Customer data will be used for training purposes. Previously anonymised data already incorporated into model weights cannot be extracted or deleted.

For On-Premises Deployment, User Content does not leave the Customer's infrastructure and CNTXT has no access to it unless the Customer separately transmits it to CNTXT.

5.5 Privacy Policy

CNTXT's Privacy Policy describes CNTXT's general data handling practices and is incorporated into the Agreement by reference. In the event of any conflict between the Privacy Policy and this clause 5 or an executed DPA in relation to B2B processing under this Schedule, this clause 5 and the DPA (in that order of priority) shall prevail.

5.6 Customer's Data Responsibilities

The Customer warrants that it holds all necessary legal grounds, consents, and authorisations required by applicable law for CNTXT to process Customer Personal Data as contemplated by this Schedule. The Customer indemnifies CNTXT against all losses, liabilities, costs, and expenses arising from the Customer's failure to comply with its obligations under applicable data protection law in connection with the Agntix Service.

6. SECURITY

This clause does not apply to On-Premises Deployment. The On-Premises Deployment Addendum applies instead.

6.1 Security Standards

CNTXT maintains the following security controls for the Service:

Logical access controls and authentication mechanisms to restrict access to the Service and Customer Data to authorised personnel only.

Encryption of Customer Data in transit and, where appropriate, at rest.

Network and infrastructure security measures, including firewalls, segmentation and security hardening.

Vulnerability management, including regular security patching and remediation of identified vulnerabilities within reasonable timeframes.

Logging and monitoring of relevant systems to detect and respond to security incidents.

Data backup and recovery procedures designed to enable timely restoration of availability of the Service and Customer Data.

Personnel security measures, including confidentiality obligations and security awareness training for relevant staff.

6.2 Customer Security Responsibilities

The Customer is responsible for: (i) maintaining the security of API keys, credentials, and Authorised User accounts; (ii) configuring RBAC and access permissions for its Authorised Users within the Service; (iii) ensuring that Audio Content submitted to the Service has been collected lawfully and in compliance with applicable recording consent laws; and (iv) implementing appropriate network-level security for API access.

The Customer shall notify CNTXT immediately at security@cntxt.tech upon becoming aware of any actual or suspected compromise of API credentials or unauthorised access to the Service via the Customer's account.

6.3 Security Certifications

CNTXT will provide the Customer, upon reasonable written request and subject to confidentiality obligations, with available security certifications, audit reports (e.g. SOC 2), or summary documentation evidencing compliance with this clause 6. In lieu of direct audit access, CNTXT may satisfy audit obligations by providing such certifications or reports.

7. PERMITTED AND RESTRICTED USE

7.1 Permitted Commercial Use

Subject to the terms of this Schedule and the Master T&Cs, the Customer may:

integrate the Service into the Customer's own products, platforms, and workflows for internal business use and for provision to the Customer's end clients as part of the Customer's own services, provided that the Customer does not resell, sublicense, or white-label the Service as a standalone product without CNTXT's prior written consent;

use the Service to process User Content on behalf of the Customer's own clients as part of the Customer's business operations (e.g. a call centre operator processing customer calls, a media organisation transcribing content for clients, a legal firm transcribing client meetings);

use Transcription Output commercially, including incorporating outputs into the Customer's deliverables to its clients, subject to compliance with applicable law and third-party rights in the underlying Audio Content.

7.2 Sector-Specific Restrictions and Acknowledgements

The Customer acknowledges the following sector-specific limitations and accepts responsibility for compliance:

Legal and judicial use: Transcription Output is not certified or legally authenticated. The Customer shall not rely on Transcription Output as the sole basis for legal proceedings, court records, sworn testimony, or evidentiary submissions without independent human verification and appropriate legal review.

Healthcare use: The Service is not HIPAA-certified or certified under UAE healthcare data regulations as a medical device or clinical documentation system. Customers in the healthcare sector are solely responsible for compliance with applicable health data regulations (including MOHAP requirements in the UAE) and must implement appropriate clinical verification workflows.

Government and classified data: The Customer is responsible for ensuring that its Deployment Mode and data handling practices comply with applicable government data classification requirements. On-Premises Deployment is recommended for classified or highly sensitive government workloads.

Financial services: The Customer is responsible for compliance with applicable financial sector data handling and recording requirements, including those of the UAE Central Bank, DFSA, ADGM FSRA, or other applicable regulators.

Critical infrastructure: The Service is not designed or certified for use in safety-critical or life-support applications where failure could cause death, personal injury, or environmental damage.

7.3 Compliance with Laws and Consent

The Customer warrants that all User Content submitted to the Service has been collected in compliance with applicable laws in the relevant jurisdiction(s), including obtaining all necessary consents from persons whose data is collected.

The Customer shall implement and maintain appropriate privacy notices and consent mechanisms for its end users and third parties whose data is captured in User Content. The Customer indemnifies CNTXT against any claims arising from the Customer's failure to obtain required consents.

7.4 Prohibited Uses

In addition to the restrictions in the Master T&Cs, the Customer shall not:

use the Service to develop, train, benchmark for public dissemination, or commercially exploit any competing Arabic speech recognition or voice AI product or service;

attempt to extract, reverse engineer, or reconstruct the Agntix AI Model, its architecture, training data, or model weights;

use the Service for mass surveillance, monitoring of individuals without their knowledge and consent as required by applicable law, or for any application that violates applicable privacy law;

sublicense or resell API access as a standalone service to third parties without a separate written agreement with CNTXT; or

use the Service in any way that intentionally or knowingly generates User Content or Transcription Output that is defamatory, incites violence or discrimination, infringes third-party rights, or violates applicable law.

8. INTELLECTUAL PROPERTY

8.1 CNTXT IP

The Agntix AI Model, including its Conformer architecture, training methodology, model weights, neural network configurations, and all associated software, APIs, SDKs, and Documentation, constitutes CNTXT's exclusive Intellectual Property Rights. No rights in the Agntix AI Model are transferred to the Customer under this Schedule.

8.2 Customer IP

The Customer retains all Intellectual Property Rights in User Content submitted to the Service. The limited processing licence granted to CNTXT under the Master T&Cs applies solely to the provision of the Service and does not transfer ownership of User Content or Customer Data to CNTXT.

8.3 Transcription Output

Subject to clause 8.3(b), the Customer owns the Transcription Output generated from the Customer's User Content.

CNTXT retains all Intellectual Property Rights in the underlying AI technology, processing methodologies, and software used to generate such outputs. The Customer's ownership of outputs does not grant any rights in the Agntix AI Model.

CNTXT will not sell, license, or otherwise commercially exploit the Customer's User Content, or Transcription Output, except as expressly permitted in this Schedule.

8.4 AI Training

Use of Customer data for AI Model training is governed exclusively by clause 5.4. The broad perpetual licence granted to CNTXT over Customer Materials and Output under the Master T&Cs is, as between the parties, modified by clause 5.4 such that CNTXT may only use Customer data for model training on an express opt-in basis as described therein.

8.5 Feedback

Any Feedback provided by the Customer relating to the Agntix Service is governed by the Feedback provisions of the Master T&Cs.

9. WARRANTIES AND DISCLAIMERS

9.1 CNTXT Warranties

In addition to the warranties in the Master T&Cs, CNTXT warrants that:

the Service will be provided with reasonable skill and care; and

CNTXT holds all necessary licences and rights to provide the Service to the Customer as described in this Schedule.

9.2 Accuracy Disclaimers

The Customer acknowledges that:

Agntix is an AI-driven automation platform and responses generated by AI agents may be probabilistic, context-dependent, and subject to inaccuracies or variations. CNTXT does not guarantee absolute accuracy of outputs.

Platform availability is dependent on cloud infrastructure, GPU capacity, telecom networks, internet connectivity, and third-party services. CNTXT shall not be liable for interruptions outside its reasonable control.

Model Version updates may result in variations in Transcription Output over time. CNTXT does not retroactively update historical Transcription Output following model changes.

Transcriptions generated through Agntix are machine-generated outputs and may contain inaccuracies, omissions, or contextual misinterpretations. CNTXT does not guarantee complete accuracy or fitness for legal, financial, or compliance-critical use without human verification.

9.3 General Disclaimers

THE SERVICE IS PROVIDED SUBJECT TO THE DISCLAIMERS SET OUT IN THE MASTER T&CS, WHICH ARE INCORPORATED INTO THIS SCHEDULE BY REFERENCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CNTXT DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET OUT IN THIS SCHEDULE OR THE MASTER T&CS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIABILITY

10.1 Liability Cap

The liability cap in the Master T&Cs applies to this Schedule. For the avoidance of doubt, in relation to the Agntix Service, CNTXT's total aggregate liability in respect of all claims arising in any contract year shall not exceed one hundred percent (100%) of the total Fees paid by the Customer for the Agntix Service in that contract year.

10.2 Data Breach Liability

Nothing in this Schedule or the Master T&Cs limits CNTXT's liability for: (a) death or personal injury caused by CNTXT's negligence; (b) fraud or fraudulent misrepresentation; or (c) CNTXT's liability under applicable data protection law for breaches of its obligations as data processor, to the extent such liability cannot be excluded by applicable law.

10.3 Customer Indemnity

The Customer indemnifies and holds harmless CNTXT against all claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from: (a) the Customer's submission of Audio Content in breach of applicable recording consent laws or third-party rights; (b) the Customer's use of Transcription Output or in any way that causes harm to third parties; (c) the Customer's failure to comply with applicable sector-specific regulations as described in clause 7.2; and (d) the Customer's breach of this Schedule or the Master T&Cs.

11. TERM, TERMINATION AND TRANSITION

11.1 Term

This Schedule commences on the Effective Date specified in the Order Form and continues for the Initial Term, subject to renewal in accordance with the Master T&Cs.

11.2 Termination

Termination of this Schedule is governed by the Master T&Cs. For clarity, upon termination or expiry of this Schedule:

all licences granted under this Schedule terminate immediately;

for Cloud Deployment and Hybrid Deployment, API access credentials are revoked within twenty-four (24) hours of the effective termination date;

for On-Premises Deployment, the Customer must cease use of and (unless separately agreed) uninstall or destroy all Agntix software components within thirty (30) days of the effective termination date, and certify such uninstallation or destruction in writing to CNTXT.

11.3 Data Export and Transition Assistance

This clause does not apply to On-Premises Deployment. The On-Premises Deployment Addendum applies instead.

Following termination or expiry, the Customer may access any available data for a period ninety (90) days through existing reports on the platform, where such reports are provided. No additional data migration or transfer services will be offered.

For large-scale data exports, CNTXT will use reasonable endeavours to facilitate export within ten (10) Business Days of a written request, subject to technical feasibility.

Data export is not available for accounts terminated due to material breach, security violations, or payment default unless CNTXT agrees otherwise in writing.

CNTXT may, at the Customer's request and for an additional fee, provide reasonable transition assistance for a period of up to ninety (90) days following termination.

12. GENERAL

12.1 Order of Precedence

In relation to the Agntix Service, in the event of any conflict: (a) the Order Form takes highest priority; (b) this Agntix Schedule takes priority over the Master T&Cs; (c) the Master T&Cs govern all matters not addressed in this Schedule.

12.2 Governing Law and Dispute Resolution

This Schedule is governed by the law of the Abu Dhabi Global Market (ADGM), UAE, and disputes are subject to ADGM arbitration, in each case in accordance with the Master T&Cs.

12.3 Notices

Notices under this Schedule shall be given in accordance with the Master T&Cs. The Customer's primary contact for Agntix Service matters is support@agntix.ai. For security incidents: security@cntxt.tech.

12.4 Entire Agreement

This Schedule, together with the Master T&Cs and the applicable Order Form, constitutes the entire agreement between the parties in relation to the Agntix Service and supersedes all prior representations, discussions, or agreements relating thereto.

12.5 Amendments

CNTXT may update this Schedule to reflect material changes to the Agntix Service, applicable law, or data protection requirements. Material amendments will be communicated to the Customer with thirty (30) days' prior written notice. Continued use of the Service following the effective date of any amendment constitutes acceptance, unless the Customer notifies CNTXT in writing of its objection within that thirty-day period, in which case either party may terminate this Schedule on thirty (30) days' notice.

AnnexOn-Premises Deployment Addendum

This On-Premises Deployment Addendum (the "On-Premises Addendum") forms part of the Agntix Schedule. It applies only where the Order Form specifies On-Premises Deployment or Hybrid Deployment (in respect of the on-premises components) and, to the extent of any conflict, prevails over the Schedule and the Master T&Cs in relation to the on-premises deployment and related support services. Capitalised terms not defined herein have the meanings given in the Schedule or the Master T&Cs.

1. SCOPE OF DEPLOYMENT

1.1CNTXT supplies the Service for deployment solely in the Customer Environment and solely for the Customer's internal business purposes.

1.2The Customer may use the Service only in accordance with the Documentation, the Order Form, and this On-Premises Addendum.

1.3CNTXT does not host, operate, or administer the Customer Environment, and CNTXT is not responsible for the availability, performance, or security of the Customer Environment.

2. LICENSE GRANT, METRIC AND INSTALLATION LIMITS

2.1 License Grant

CNTXT grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to install and operate the Agntix software components on Customer's designated infrastructure solely for the Customer's internal business purposes during the Term and only up to the Licence Metric.

2.2 Licence metric

The Service is licensed by reference to the licence metric(s) and quantities specified in the Order Form (the "Licence Metric"), which may comprise any combination of: (a) the number of production, disaster-recovery, and non-production instances; (b) the number of physical or virtual servers, CPU cores, or GPU units; (c) the number of concurrent voice agents or concurrent sessions; (d) a volume of call-minutes, requests, or transactions; and/or (e) named environments or sites. The Customer shall not deploy, instantiate, copy, or operate the Service in excess of the Licence Metric.

2.3 Environments

Unless the Order Form states otherwise, the licence covers one (1) production environment and one (1) disaster-recovery (cold or warm standby) environment. Use of the disaster-recovery environment for live production processing, other than during a bona fide failover, requires an additional licence.

2.4 Overage and true-up

If the Customer's deployment or usage exceeds the Licence Metric, the Customer shall promptly notify CNTXT, and the parties shall true-up the excess at CNTXT's then-current rates with effect from the date of first exceedance. Continued over-deployment after written notice from CNTXT is a material breach.

3. LICENCE ACTIVATION, KEYS AND AIR-GAPPED OPERATION

3.1 Licence Keys

CNTXT may supply the Service with a licence key, entitlement file, or equivalent technical control enabling operation for the duration of the Term and within the Licence Metric. The Customer shall not circumvent, disable, tamper with, or attempt to defeat any such control.

3.2 Term-limited operation

Where the licence is granted for a fixed Term, the licence key may be time-limited, and the Service may cease to operate on expiry of the Term unless renewed. CNTXT shall issue a renewal key promptly upon renewal so as to avoid interruption.

3.3 Disclosure of controls

Other than the licence key / entitlement mechanism described in this clause 3 and any telemetry or usage-measurement expressly disclosed in the Order Form, the Service does not contain any covert "call-home", remote-disablement, data-egress, or surveillance functionality. Any licence-validation, usage-measurement, or telemetry mechanism, the data it transmits, and its destination shall be disclosed.

3.4 Air-gapped / no-egress operation

Where the Order Form specifies air-gapped or no-egress operation, CNTXT shall provide an offline licensing and update mechanism enabling the Service to operate without outbound connectivity, and clause 6.4 of the Schedule (controlled internet access) shall not apply. The Customer remains responsible for retrieving and applying updates supplied offline in accordance with clause 10.

4. PROTECTION OF THE MODEL; ANTI-DISTILLATION AND REVERSE ENGINEERING

4.1 Model Materials

The Agntix AI Model, including its model weights, parameters, architecture, configuration files, and any embeddings or intermediate representations (the "Model Materials"), constitutes CNTXT's most sensitive Confidential Information and trade secrets. The licence in clause 2 grants the Customer the right to operate the Service, but no right to access, isolate, extract, or independently possess the Model Materials.

4.2 Protection obligations

The Customer shall:

(a)store the Model Materials in encrypted form and within an access-restricted environment;

(b)limit access to personnel with a genuine need to operate the Service, each bound by confidentiality obligations;

(c)not copy the Model Materials except as strictly necessary for backup, disaster recovery, or authorised installation; and

(d)apply security controls at least as protective as those it applies to its own most valuable trade secrets, and no less than reasonable industry practice.

4.3 Anti-extraction and anti-distillation

The Customer shall not, and shall not permit or enable any third party to:

(a)extract, export, decrypt, copy, observe, or attempt to reconstruct the model weights, parameters, or architecture;

(b)use the Service, or any Transcription Output, embeddings, logits, scores, or other outputs, to train, fine-tune, distil, or otherwise develop any machine-learning model, including any competing or replica speech-recognition, voice, or conversational-AI model;

(c)conduct systematic input/output probing, query harvesting, benchmarking for replication, or any model-extraction or model-inversion technique; or

(d)remove, obscure, alter, or circumvent any proprietary notice, security control, or technical protection applied to the Service or the Model Materials.

4.4 Reverse engineering

Except to the extent such restriction is unenforceable under applicable law, the Customer shall not reverse engineer, decompile, disassemble, translate, or attempt to derive the source code of the Service.

4.5 Survival

This clause 4 survives termination, expiry, and uninstallation of the Service, and continues for so long as the Model Materials remain confidential or protected as trade secrets. The Customer's breach of this clause 4 is excluded from the liability cap as set out in clause 17.2.

5. AUDIT AND VERIFICATION

5.1 Audit right

During the Term and for [twelve (12)] months thereafter, CNTXT may, on reasonable prior notice, audit the Customer's use of the Service to verify compliance with the Licence Metric, installation limits, and the other usage terms prescribed by the Schedule, this Addendum, the Order Form, and the Master T&Cs.

5.2 Conduct

Any audit shall be conducted during normal business hours, in a manner that minimises disruption, and subject to the Customer's reasonable security policies and confidentiality obligations. The Customer shall provide reasonable cooperation, including deployment records and licence-management reports.

5.3 Shortfall

If an audit reveals use in excess of the Licence Metric, the Customer shall pay the applicable true-up under clause 2.4; where the shortfall exceeds [five percent (5%)], the Customer shall also bear CNTXT's reasonable audit costs.

6. EXPORT CONTROL, SANCTIONS AND END-USE

6.1 Controlled technology

The Customer acknowledges that the Service, the Model Materials, and related technology may be subject to export-control, sanctions, and trade laws of the UAE and other applicable jurisdictions, and that on-premises delivery constitutes a transfer of such technology to the Customer Environment.

6.2 Restrictions

The Customer shall not, directly or indirectly, export, re-export, transfer, deploy, or make available the Service or Model Materials: (a) to any country, region, person, or entity subject to applicable sanctions, embargoes, or restricted-party lists; or (b) for any prohibited end use, including any use connected with weapons of mass destruction or any military end use where restricted by applicable law.

6.3 Warranty

The Customer warrants that it is not a restricted or sanctioned party, is not acting on behalf of one, and will not deploy the Service at any facility, or permit access by any person, in breach of applicable export-control or sanctions law.

6.4 Indemnity

The Customer indemnifies CNTXT against all losses, liabilities, costs, and expenses arising from the Customer's breach of this clause 6.

7. FEES AND PAYMENT

Fees for On-Premises Deployment are typically structured as:

(a)an upfront or recurring licence fee for the Service;

(b)a maintenance and support fee for updates, patching, and support during the Term; and

(c)any separate fee for installation, implementation, training, migration, or premium support services, if applicable.

The specific commercial structure, payment timing, renewal mechanics, and any optional support tiers shall be set out in the Order Form.

8. MINIMUM SPECIFICATIONS & CUSTOMER OBLIGATIONS

8.1 Minimum specifications

The minimum hardware, GPU, operating-system, storage, and network specifications required to run the Service are set out in the Order Form, as applicable. CNTXT's performance indications and warranties assume the Customer Environment meets or exceeds those specifications. CNTXT is not responsible for degraded performance, errors, or unavailability attributable to a Customer Environment that does not meet the specifications.

8.2 Customer Responsibilities

The Customer is responsible for:

(a)procuring, configuring, operating, and maintaining the Customer Environment and for ensuring that it meets CNTXT's minimum technical specifications;

(b)user access controls, identity management, network segmentation, endpoint protection, physical security, backup arrangements, and all connectivity between the Customer Environment and any third-party systems;

(c)applying software patches and updates provided by CNTXT within timeframes specified by CNTXT;

(d)data backup and recovery within the on-premises environment.

(e)any third-party software, infrastructure, or services required for deployment are the Customer's responsibility unless expressly stated otherwise in the Order Form.

9. INSTALLATION AND ACCEPTANCE

9.1CNTXT (or its authorised partner) shall install, or provide reasonable assistance with the installation of, the Service as set out in the Order Form. Responsibilities, milestones, and any installation fees are as specified in the Order Form.

9.2Following installation, the Customer shall have [ten (10)] Business Days to verify that the Service materially conforms to the Documentation (the "Acceptance Testing Period").

9.3The Service is deemed accepted on the earliest of: (a) the Customer's written acceptance; (b) expiry of the Acceptance Testing Period without written notice of a material non-conformity; or (c) the Customer's use of the Service in live production.

9.4If the Customer gives written notice of a material non-conformity within the Acceptance Testing Period, CNTXT shall use commercially reasonable efforts to remedy it and re-present the Service for acceptance, whereupon a further Acceptance Testing Period of equal length shall apply to the corrected items.

10. UPDATES AND SUPPORT

10.1CNTXT may provide Maintenance Releases, Supported Version updates, and security patches for the Service during the Term. The Customer shall install all critical security updates and required Maintenance Releases within the timeframe notified by CNTXT.

10.2CNTXT may publish end-of-life and end-of-support notices for specific versions of the Service. Unless otherwise stated in the Order Form, CNTXT is not obliged to support any version that has reached end-of-support or that has been superseded by a later release, and CNTXT may require the Customer to upgrade to a Supported Version as a condition to continued support.

11. SUPPORT ACCESS AND PERSONNEL SECURITY

11.1Where CNTXT requires access to the Customer Environment for installation, support, or troubleshooting, such access shall be: (a) requested in advance; (b) provided under the Customer's supervision and in accordance with the Customer's security policies notified to CNTXT; (c) limited to the minimum necessary; and (d) capable of being logged by the Customer.

11.2CNTXT shall ensure that personnel accessing the Customer Environment are bound by confidentiality obligations and have received appropriate security-awareness training.

11.3Where the Order Form so specifies for classified or sensitive environments, CNTXT shall procure that such personnel meet the vetting, clearance, or other eligibility requirements reasonably required by the Customer.

11.4No covert remote access. CNTXT shall not access the Customer Environment remotely except as expressly permitted in the Order Form or with the Customer's prior written consent.

12. SERVICE LEVELS AND AVAILABILITY

12.1The Parties acknowledge that, for On-Premises Deployment, the Service is installed and operated within the Customer Environment, which is outside CNTXT's control. Accordingly, no standard service level commitment, uptime warranty, or availability guarantee shall apply unless expressly stated in the applicable Order Form or any other document executed between the Parties in relation to the Services.

12.2In the absence of an express service level commitment in the Order Form, CNTXT shall use commercially reasonable efforts to provide support in accordance with the support provisions of this Agreement, but CNTXT shall have no obligation to meet any uptime or availability target in respect of the Customer Environment or the Service as deployed on the Customer's infrastructure.

12.3CNTXT shall not be responsible for any unavailability, degradation, or failure arising from the Customer Environment, including hardware failure, network interruption, third-party software, misconfiguration, failure to apply updates, insufficient capacity, or the Customer's failure to maintain the infrastructure in accordance with the Documentation.

12.4Where Service components, integrations, observability tools, updates, or third-party services require controlled internet access, CNTXT's ability to support the Service depends on the Customer providing timely and appropriate access; where such access is not provided or is delayed, CNTXT shall not be responsible for any related support impact. This clause 12.4 does not apply where air-gapped operation is specified under clause 3.4.

13. DATA PROCESSING AND PRIVACY

13.1The parties acknowledge that, for On-Premises Deployment, User Content and Customer Personal Data are processed primarily within the Customer Environment. To the extent CNTXT has no access to, receipt of, or ability to remotely process Customer Personal Data, CNTXT does not act as a processor in relation to such processing.

13.2Where CNTXT receives Customer Personal Data for support, installation, troubleshooting, or security purposes, CNTXT shall process such data only to the limited extent necessary to provide the applicable services.

13.3No cloud-hosting DPA applies automatically to the on-premises deployment. Any cross-border transfer, remote access, or support processing undertaken by CNTXT shall be addressed only where relevant and only to the extent expressly agreed in the Order Form or a separate DPA.

14. SECURITY

14.1 Customer Security Standards

(a)The Customer is solely responsible for the security of the Customer Environment, including but not limited to physical security, logical access, credential management, encryption configuration, endpoint protection, logging, backup, recovery, and incident response relating to the Customer Environment.

(b)CNTXT has no responsibility for security incidents caused by the Customer Environment, third-party products, or the Customer's failure to apply updates or follow Documentation.

15. THIRD-PARTY AND OPEN-SOURCE COMPONENTS

15.1The Service may incorporate third-party and open-source software components, which are provided under their own licence terms. A list of such components is available to the Customer on reasonable written request.

15.2To the extent of any conflict between this Addendum and the applicable third-party or open-source licence terms in respect of those components, those terms govern as to those components.

15.3CNTXT warrants that it has the right to include such components as part of the Service. Save as expressly stated, CNTXT's warranties and indemnities under the Agreement do not extend to third-party or open-source components.

16. WARRANTIES; NO DISABLING CODE

16.1 No malicious code

CNTXT warrants that, at the time of delivery, the Service does not, to CNTXT's knowledge, contain any virus, worm, trojan, or other malicious code, and does not contain any undisclosed "back door", "time bomb", or disabling device that would impair the Service, other than the licence-key / entitlement mechanism disclosed under clause 3.

16.2 No covert disablement

If CNTXT exercises any contractual right to suspend or disable the Service, it shall do so only as expressly permitted under the Agreement and not through covert or undisclosed means.

17. LIABILITY

17.1The liability cap in the Master T&Cs and clause 10.1 of the Schedule applies to On-Premises Deployment, save that, where the licence is perpetual or the Fees payable in a given contract year do not reflect the value of the licence (for example, in years following payment of an upfront licence fee), CNTXT's total aggregate liability shall be capped at the greater of: (a) the Fees paid by the Customer under the Order Form in the twelve (12) months preceding the event giving rise to the claim; and (b) [the total Licence Fee paid by the Customer].

17.2The Customer's liability for breach of clause 4 (Protection of the Model) and clause 6 (Export Control) is not subject to the liability cap. Nothing in this Addendum limits either party's liability where such limitation is not permitted by applicable law.

18. TERM, SURVIVAL, DATA EXPORT AND TRANSITION

18.1Termination of this Schedule is governed by the Master T&Cs; provided that, for on-premises deployment, either party may terminate the Service by giving 3 months' written notice.

18.2Upon termination or expiry, the Customer shall promptly cease use of the Service and, unless otherwise agreed in writing, uninstall or destroy all copies of the Service (including all Model Materials and backups) within thirty (30) days and certify such uninstallation or destruction in writing to CNTXT.

18.3If CNTXT has received any Customer Personal Data or Customer Confidential Information solely for support or implementation purposes, CNTXT shall, upon request and subject to applicable law, delete or return such data in its possession or control within a reasonable period after termination.

18.4Clauses 4 (Protection of the Model), 5 (Audit, for the period stated), 6 (Export Control), 14 (Security, as to confidentiality), 17 (Liability), this clause 18, and all accrued payment obligations and confidentiality and intellectual-property provisions of the Agreement survive termination, expiry, and uninstallation. Uninstallation under clause 19.1 does not release the Customer from these surviving obligations.

19. GENERAL

19.1 Order of precedence

In relation to On-Premises Deployment, in the event of conflict: (a) the Order Form prevails; (b) this On-Premises Addendum prevails over the Agntix Schedule and the Master T&Cs; and (c) the Schedule and Master T&Cs govern matters not addressed in this Addendum.

19.2 Governing law

This Addendum is governed by the law of the Abu Dhabi Global Market (ADGM), UAE, and disputes are subject to ADGM arbitration, in each case in accordance with the Master T&Cs.

Effective Date: June 2026

Version: 2.0