SaaS Subscription Agreement

(1) Shaffra Technology Labs Ltd incorporated and registered in Dubai International Financial Centre with company number CL5860 whose registered office is at the DIFC Innovation Hub (Supplier);

(2) and the end user (Customer).

BACKGROUND

(A) The Supplier has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of [AI Employee Solutions] and/or [Metaverse Solutions]. The exact work to be performed under this agreement will be detailed in the Engagement Framework, which shall become an integral part of this Agreement. In the event that the Engagement Framework is not separately signed, the act of signing this agreement by the Client shall constitute acceptance of the proposal on its terms, and the proposal shall be deemed an integral part of this Agreement.

(B) The Customer wishes to use the Supplier's service in its business operations.

(C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement.

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

• 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 2.2(b).
• Business Day: a day other than a Saturday, Sunday or public holiday in the United Arab Emirates when banks in Dubai are open for business.
• Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.1.
• Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
• Documentation: the document made available to the Customer by the Supplier online via https://www.shaffra.com/ or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
• Effective Date: the date of the Customer’s accessing, downloading, installing, or using the Software or service.
• Engagement Framework: the contract signed between both parties outlining the project details and terms of payment.
• Subscription Term: the term of this agreement as set out in the Engagement Framework, and described in clause 13.1.
• Normal Business Hours: 8.00 am to 6.00 pm local UAE time (GMT +4), each Business Day.
• Renewal Period: the renewal of the Subscription Term as set out in the Engagement Framework, and as described in clause 13.1.
• Services: the subscription services provided by the Supplier to the Customer under this agreement via a specified provided URL or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Engagement Framework.
• Software: the online software applications provided or developed by the Supplier as part of the Services.
• Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Engagement Framework.
• Support Services Policy: the Supplier's policy for providing support in relation to the Services can be made available on request at support@shaffra.com or such other address as may be notified to the Customer from time to time.
• User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this 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.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A 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 assignees.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9 A reference to writing or written excludes fax but not email.

1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

• (a) each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential;
• (b) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within [5] Business Days of the Supplier's written request at any time or times;
• (c) it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier'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;
• (d) if any of the audits referred to in clause 2.2(c) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
• (e) if any of the audits referred to in clause 2.2(c) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 0 of Schedule 1 within 5 Business Days of the date of the relevant audit.

2.3 The 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 the Supplier 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.

2.4 The 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 this 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 Software or 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 21.1, 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 this clause 2; or
• (f) introduce or permit the introduction of, any Virus or Vulnerability into the Services or the Supplier's network and information systems.

2.5 The 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 the Supplier.

2.6 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during Subscription Term, purchase additional Subscriptions in excess of the number set out in the Engagement Framework and the Supplier shall grant access to the Services and the Documentation to such in accordance with the provisions of this agreement.

3.2 If the Customer wishes to purchase additional Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional Subscriptions and respond to the Customer with approval or rejection of the request. Where the Supplier approves the request, the Supplier shall activate the additional Subscriptions.

3.3 If the Supplier approves the Customer's request to purchase additional Subscriptions, the Customer shall, pay to the Supplier the relevant fees for such additional Subscriptions as set out in the New Engagement Framework and, if such additional Subscriptions are purchased by the Customer part way through the Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Subscription Term or then current Renewal Period (as applicable).

4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

• (a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am Dubai time (GMT +4); and
• (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
• (c) The Supplier shall provide the Services in accordance with the service levels set out in Schedule A (the "Service Level Agreement" or "SLA").

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 or other means and that it does so solely at its own risk. The Customer agrees to comply with the terms and policies of any third-party providers accessed through the Services. The Supplier 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 or other provider is between the Customer and the relevant third party, and not the Supplier. The Supplier does not endorse or approve any third-party website or service provider nor the content of any of the third-party website or service provider made available via the Services.

6.1 The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

6.2 The Supplier's obligations at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the terms of clause 6.1, Supplier 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 6.1.

6.3 The Supplier:

• (a) does not warrant that:
  • (i) the Customer's use of the Services will be uninterrupted or error-free; or
  • (ii) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
  • (iii) the Software or the Services will be free from Vulnerabilities or Viruses; or
  • (iv) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
• (b) 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.

6.4 This agreement shall not prevent the Supplier 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 this agreement.

6.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

6.6 The Supplier shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with its archiving procedure. The Supplier 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 the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.

7.1 The Customer shall:

• (a) provide the Supplier with:
  • (i) all necessary co-operation in relation to this agreement; and
  • (ii) all necessary access to such information as may be required by the Supplier; 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 this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
• (c) carry out all other Customer responsibilities set out in this 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, the Supplier 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 this agreement and shall be responsible for any Authorised User's breach of this agreement;
• (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;
• (f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
• (g) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and 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.

7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8.1 The Customer shall pay the Subscription Fees to the Supplier in accordance with this clause 8 and the Engagement Framework.

8.2 The Supplier shall consider a signed Engagement Framework by the Customer as an approved purchase order from the Customer, according to which:

• (a) upon signing of the Engagement Framework by the Customer, the Supplier shall invoice the Customer:
  • (i) on the Effective Date for the Subscription Fees payable in accordance with the payment terms set out in the Engagement Framework; and
  • (ii) subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period, and the Customer shall pay each invoice within 15 days after the date of such invoice.

8.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

• (a) the Supplier 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 the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
• (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 12%, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.4 All amounts and fees stated or referred to in this agreement:

• (a) shall be payable in United States Dollars;
• (b) are exclusive of value added tax and/or withholding tax, which can be added to the Supplier's invoice(s) at the appropriate rate.

8.5 If, at any time whilst using the Services, the Customer exceeds the amount of token usage specified in the Engagement Framework, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess token usage fees. The Supplier's excess token usage fees current as at the Effective Date are set out in the Engagement Framework.

8.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional Subscriptions purchased pursuant to clause 3.3, and/or the excess token usage fees payable pursuant to clause 8.5 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Engagement Framework shall be deemed to have been amended accordingly.

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks, developed or customised software (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

9.2 The Supplier 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 this agreement.

9.3 Restrictions on Use: The Customer agrees that it shall not, and shall not permit or assist any third party to: (a) Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or Documentation in any form or media or by any means; (b) Reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; (c) Access all or any part of the Services or Documentation in order to build a product or service which competes with the Services; (d) Use the Services or Documentation to provide services to third parties or to operate a service bureau; (e) License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Documentation available to any third party; (f) Attempt to obtain, or assist third parties in obtaining, access to the Services or Documentation, other than as provided under this agreement.

9.4 Advertising: The Customer hereby grants to the Supplier a non-exclusive, royalty-free, worldwide license to use, reproduce, and display the Customer's name, tradename, trademark, logo, and any work produced as a result of the Services for the Supplier's advertising and marketing purposes.

9.5 IP Indemnification: The Customer shall indemnify, defend, and hold harmless the Supplier against all liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier arising out of or in connection with any breach by the Customer of this Clause 9. The Customer acknowledges that any breach of this Clause 9 may cause the Supplier irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, the Supplier shall be entitled to seek injunctive or other equitable relief to prevent or curtail any breach of this Clause 9, without posting a bond or other security. The Supplier reserves the right, upon reasonable notice, to audit the Customer's use of the Services to ensure compliance with this agreement. The Customer shall provide all reasonable cooperation and assistance with such audits.

9.6 Survival: The provisions of this Clause 9 shall survive the termination or expiration of this agreement

10.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement in connection with [AI Employee Solutions] and/or [Metaverse Solutions], including but not limited to:

• (a) the terms of this agreement or any agreement entered into in connection with this 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, plans, intentions, or market opportunities] of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and
  • (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs);
• (c) any information developed by the parties in the course of carrying out this agreement and the parties agree that:
  • (i) details of the Services, and the results of any performance tests of the Services, shall constitute Supplier 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.

10.2 The 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

10.3 Each 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 this agreement; or
• (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.

10.4 A 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.

10.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority 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 11.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.6 A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

10.7 Each 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 this clause OR agreement are granted to the other party, or to be implied from this agreement.

10.8 On termination or expiry of this 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 [13] (Termination).

10.9 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.10 Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.

10.11 The above provisions of this clause 100 shall continue to apply after termination or expiry of this agreement OR survive for a period of five years from termination or expiry of this agreement. (c) This confidentiality obligation specified in clause 10 shall survive the termination of this agreement for a period of five (5) years.

10.13 Non-Compete

(a) During the term of this agreement and for a period of two (5) five years following its termination, the Customer agrees not to develop, create, or assist in the creation of any product or service that competes directly with the Services provided by the Supplier under this agreement.

(b) For the purposes of this clause, a competing product or service shall be defined as one that provides substantially similar functionality or solves substantially similar problems as the Services provided by the Supplier.

10.14 Non-Solicitation of Supplier's Employees

(a) During the term of this agreement and for a period of five (5) years following its termination, the Customer agrees that it shall not, directly or indirectly: (i) Solicit, recruit, or hire any employee, contractor, or consultant of the Supplier; (ii) Encourage or induce any employee, contractor, or consultant of the Supplier to leave their employment or engagement with the Supplier; (iii) Assist any other person or entity in any of the foregoing activities.

(b) This prohibition applies to: (i) Any employee, contractor, or consultant of the Supplier who was employed or engaged by the Supplier at any time during the term of this agreement; (ii) Any former employee, contractor, or consultant of the Supplier who left their employment or engagement with the Supplier within six (24) months prior to the solicitation or hiring.

(c) "Indirectly" in this context includes, but is not limited to: (i) Hiring through a third-party agency or contractor if the Customer knows or should reasonably know that the individual is or was recently employed or engaged by the Supplier; (ii) Encouraging or assisting another company to hire a Supplier employee, contractor, or consultant.

(d) If the Customer hires a Supplier employee, contractor, or consultant in violation of this clause, the Customer agrees to pay the Supplier a fee equal to 300% of the individual's annual compensation (including any bonuses or other benefits) as liquidated damages, acknowledging that the actual damages would be difficult to calculate.

10.15 The Customer agrees to ensure that all of its employees, contractors, and agents who have access to the Services or Confidential Information of the Supplier are bound by non-compete agreements that include the following provisions: (i) During their employment or engagement with the Customer and for a period of one (2) years following the termination of such employment or engagement, the individual shall not: (A) Directly or indirectly engage in, be employed by, consult for, or have any ownership interest in any business that competes with the Supplier's business or offers products or services similar to those provided by the Supplier; (B) Solicit any customer or prospective customer of the Supplier for the purpose of providing products or services similar to those provided by the Supplier; (C) Encourage or induce any employee, contractor, or agent of the Supplier to terminate their employment or engagement with the Supplier. (ii) This non-compete obligation shall apply within the geographical areas where the Supplier conducts business or actively markets its products or services.

(b) The Customer acknowledges that this employee non-compete provision is necessary to protect the Supplier's legitimate business interests, including but not limited to its trade secrets, confidential information, and customer relationships.

(c) The Customer shall promptly notify the Supplier of any known violations of this employee non-compete provision and shall cooperate with the Supplier in any enforcement actions against individuals who violate these provisions. (d) If any portion of this employee non-compete provision is found to be unenforceable, the remaining portions shall be enforced to the maximum extent permitted by law.

11.1 The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable 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) the Supplier 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.

11.2 The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with this agreement infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) the Supplier is given prompt notice of any such claim; (b) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and (c) the Supplier is given sole authority to defend or settle the claim.

11.3 In the defence or settlement of any claim, the Supplier 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 this 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.

11.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: (a) a modification of the Services or Documentation by anyone other than the Supplier; or (b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or (c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or (d) the Customer's breach of this agreement.

11.5 The foregoing state the Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

11.6 The Customer acknowledges that any breach of this clause 10 may cause irreparable harm to the Supplier for which monetary damages would be an inadequate remedy. Accordingly, in the event of a breach or threatened breach of this clause, the Supplier shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

12.1 Except as expressly and specifically provided in this 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. The Supplier shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and (c) the Services and the Documentation are provided to the Customer on an "as is" basis.

12.2 Nothing in this agreement excludes the liability of the Supplier: (a) for death or personal injury caused by the Supplier's negligence; or (b) for fraud or fraudulent misrepresentation.

12.3 Subject to clause 12.1 and clause 12.2: (a) the Supplier shall have no liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and (b) the Supplier's total aggregate liability to the Customer (including in respect of the indemnity at clause 11.2), in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, the Supplier’s total liability for those claims shall not exceed the single highest annual cap for those contract years. (c) [In clause 13.3(b): (i) The cap is the greater of $10,000/- and Fifteen per cent (15%) of the total Subscription Fees paid in the contract year in which the breaches occurred. (ii) A contract year means a 12-month period commencing on the Effective Date or any anniversary of it.

12.4 References to liability in this clause 12 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

12.5 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

13.1 Term and Renewal: This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Subscription Term set out in the Engagement Framework. Thereafter, this agreement shall be automatically renewed for successive periods equal to the initial Subscription Term (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 Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Subscription Term or Renewal Period; or (b) Otherwise terminated in accordance with the provisions of this agreement. The initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

13.2 Termination for Cause: Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (a) The other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment; (b) The other party commits a material breach of any other term of this 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 takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (d) The other party suspends, or threatens to suspend, or ceases or threatens to cease to carry 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 this agreement is in jeopardy.

13.3 Payments and Refunds: (b) If the Customer terminates this agreement before the end of the current paid subscription period, the Customer shall remain liable for the full payment of the current period, and no refund shall be issued for any unused portion of the Services. If the Customer has not yet paid for the current period, the Customer shall immediately pay the Supplier the full amount due. (d) For clarity, no refunds will be provided for partial use of Services within a subscription time period, regardless of the reason for termination.

13.4 On termination of this agreement for any reason: (a) all licences granted under this 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 Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and (d) 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. (e) The Customer shall pay any outstanding amounts due for the Services up to and including the date of termination in accordance with clause 13.3; and (f) Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

14. Force majeure: Neither party shall be in breach of this 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. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate this agreement by giving 15 days' written notice to the affected party.

15. Conflict: If there is an inconsistency between any of the provisions in the main body of this agreement and the Engagement Framework, the provisions in the main body of this agreement shall prevail.

16. Variation: No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Waiver: 17.1 A waiver of any right or remedy is only effective if given in writing. 17.2 A 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.

18. Rights and remedies: Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. Severance: 19.1 If any provision or part-provision of this 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 this agreement. 19.2 If any provision or part-provision of this agreement is deemed deleted under clause 19.1 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.

20. Entire agreement: 20.1 This agreement, in addition to the Engagement Framework, constitute 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. 20.2 Each party acknowledges that in entering into this 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 this agreement. 20.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. 20.4 Nothing in this clause shall limit or exclude any liability for fraud.

21. Assignment: 21.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. 21.2 The Supplier 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 this agreement, provided that it gives prior written notice of such dealing to the Customer.

22. No partnership or agency: Nothing in this 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).

23. Counterparts: 23.1 This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 23.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement. If either method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other[s] with the "wet ink" hard copy original[s] of their counterpart. 23.3 No counterpart shall be effective until each party has provided to the other[s] at least one executed counterpart.

24. Notices: 24.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the following addresses: (i) Party 1: launch@shaffra.com (ii) Party 2: [the e-mail address defined in the Engagement Framework or other e-mail addresses as approved, in writing, by the Customer] 24.2 This 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.

25. Governing law: This 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 Dubai International Financial Centre.

26. Jurisdiction: Each party irrevocably agrees that the courts of Dubai International Financial Centre shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Parties Involved

Shaffra Technology Labs Ltd ("Service Provider" – “Shaffra”) and "Client"

1. Purpose & Scope

This SLA outlines the expected level of services between Shaffra and Client. It serves to assure the Client of the level of service they can expect when engaging with Shaffra.

2. Service Availability

Shaffra commits to a service uptime of 99.5% on any calendar month. Exceptions include scheduled maintenance, force majeure events, or issues arising due to Client’s own applications, equipment, or third-party equipment.

3. Technical Support

Shaffra will provide technical support during business hours, Monday through Friday, via email. Support requests will be categorized as follows:

• Critical: Complete service outage or significant functional impairment.
• High: Important feature impairment without a known workaround.
• Medium: Feature impairment with an easy workaround.

4. Response and Resolution

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5. Maintenance

Scheduled maintenance will occur outside of business hours and with a minimum of 48 hours' notice. Clients will be notified via email.

6. Data Backup

Daily backups of all metaverse data will be taken and stored in encrypted form in two separate geographical locations. In case of any data loss, Shaffra will use its best efforts to restore data from the most recent backup.

7. Security & Data Protection

Shaffra commits to maintaining stringent security measures to protect Client data, including encryption at rest and in transit, firewall protections, and regular security audits.

8. Compensation for Service Outages

In the event that the service availability drops below the agreed threshold of 99.5% (excluding exceptions), the Client will be eligible for a service credit on their next invoice:

• 99% - 99.49%: 5% credit (discount on next month invoice)
• 98% - 98.99%: 10% credit (discount on next month invoice)
• Below 98%: 15% credit (discount on next month invoice)

9. Termination for Non-compliance

If Shaffra fails to meet the agreed service levels for three consecutive months, the Client has the right to terminate the contract with no penalty.

10. Review

This SLA will be reviewed annually or upon significant changes to the services provided.

11. Contact Details

Shaffra Support Team:
Email: support@shaffra.com