End User Licensing Agreement

WORKPLACED Technologies Ltd, a private limited company by shares incorporated in the Dubai International Financial Markets under License Number CL9112 (“WORKPLACED”). WORKPLACED has developed comprehensive, data-driven workplace SaaS solutions and offer professional services such as consultancy and project management.

If You are located in the European Union or the European Economic Area, the contracting entity (i.e. your counterparty) is WORKPLACED Technologies Europe BV - a private limited liability company incorporated under the laws of the Netherlands under registration number 95622462, with its registered office at Smienteneiland, 8, Meerstad, 9613 BG Groningen, Netherlands - instead of WORKPLACED Technologies Ltd.

References to the 'Licensor' in this Agreement shall be construed accordingly (i.e. a reference to WORKPLACED Technologies Europe BV instead of WORKPLACED Technologies Ltd). All data processing activities for the Participant shall be governed by the data protection laws.

WORKPLACED Technologies Ltd is the parent company of WORKPLACED Technologies Europe BV.

Where WORKPLACED Technologies Europe BV is the counterparty to this Agreement, it is acknowledged that WORKPLACED Technologies Europe BV operates under a licensing arrangement with its parent company, WORKPLACED Technologies Ltd, for the provision of the Software and related services. Certain services under this Agreement may be subcontracted by WORKPLACED Technologies Europe BV to WORKPLACED Technologies Ltd or other third-party providers; however, WORKPLACED Technologies Europe BV shall remain fully responsible to the Participant and the client for the performance of all obligations under this Agreement, including compliance with applicable data protection laws. Any subcontracting shall not relieve WORKPLACED Technologies Europe BV of its liability for the proper execution of the Agreement.

These End User License Agreement ("Agreement") and the Privacy Policy (the “Privacy Policy”) Data Protection Policy and Data Processing Terms form a legal agreement between You and the Licensor.

YOUR USE OF AND ACCESS TO THE SOFTWARE AS WELL AS ANY RELATED WEBSITE, PLATFORM, PRODUCTS AND SERVICES (COLLECTIVELY, THE "SERVICES") OF LICENSOR IS CONDITIONED UPON YOUR FULL AND UNCHALLENGED COMPLIANCE WITH AND ACCEPTANCE OF THE AGREEMENT, RULES, POLICIES AND PROCEDURES RELATING TO THE SERVICES THAT LICENSOR MAY PUBLISH FROM TIME TO TIME.

BY ACCESSING THE LICENSOR WEBSITE OR BY UTILIZING (AND CONTINUING TO DO SO) THE SERVICES YOU FULLY AGREE TO BE BOUND BY THESE THE AGREEMENT. THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THIS AGREEMENT.

“You” (and all derivations thereof) or “User” means you individually as user, and if you are accepting the Agreement as an employee of or agent of an entity, then the entity you are related to will be charged fees. IF YOU DO NOT AGREE TO THE AGREEMENT, YOU MAY NOT USE THE SERVICES.

Licensor will provide the Services, and You may access and use the Services, in accordance with this Agreement. Licensor may provide any of the Services hereunder through any of its Affiliates.

IT Requirements. You should note that the Use of the Services requires one or more compatible devices, internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. It is your sole responsibility to make sure your devise, internet and software are compatible with the Service.

Continuity of the Services. The continued availability of any Service shall be subject to Licensor’s consent, in its sole discretion, and to the fulfillment by You of such conditions as Licensor may require.

The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.

“Applicable Law” means in relation to any person, transaction, property or event, all applicable provisions of laws, statutes, rules, regulations, official directives and orders of all federal, provincial, state, municipal and local governmental bodies (whether administrative, legislative, executive or otherwise), and judgements, orders and decrees of all courts, arbitrators, commissions or bodies exercising similar functions in actions or proceedings in which the person in question is a party, by which it or its property is bound, or having application to the transaction or event in question.

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and that is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

“Intellectual Property Rights” means all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for registration or extension of such rights including patents, petty patents, utility models, design patents, designs, technical drawings, also in draft or sketch form, prototypes, presentations, studies, tests, experimental works, technical and manufacturing processes, technological plans and designs, copyright (including moral rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trademarks, trading names, company names, service marks, logos, the get up of products and packaging, geographical indications and appellations and other signs used in trade, internet domain names, applications, source codes, social media user names, rights in Know-How and any rights of the same or similar effect of nature as any of the foregoing anywhere in the world.

“Know-How” in general, will have its usual and accepted meaning, that is, inter alia, current and future formulae, specifications, designs, drawings, component lists, databases, techniques, processes, systems, machine configuration and calibration, manuals, instructions, catalogues and innovations relating to the continuous and consistent (and well as the continuous and consistent support for the) development, operations, selling, marketing, distributing assistance, trade secrets and inspecting of a certain type of existing or future products or service as well as all factual knowledge and information not capable of precise, separate description but which, in an accumulated form, after being acquired as the result of trial and error, gives to the one acquiring it an ability to autonomously and independently operate and manage at scale, sell, and market up to highest commercially viable standards and in a continuous and consistent manner a certain type of products or services which one otherwise would not have known how to develop, operate, sell and market in a continuous and consistent manner with the same accuracy or precision necessary for commercial success.

“Sanction Law” means any sanctions directive or order administered or enforced by the United Arab Emirates, the Kingdom of Saudi Arabia, the United States of America, the U.S. Department of Treasury’s Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, or other relevant regulatory authorities against any individuals or entities which are located, organized or resident in a designated country or territory (including, without limitation, currently, Myanmar, Cuba, Iran, Libya, North Korea and Syria).

2.1. If You wish to use the Service, You must first create a user name and password with the Licensor (a “User Account”). As a condition to creating a User Account, Licensor may require You to submit certain information about You. You agree that any such information shall be accurate. Licensor may, in its sole discretion, accept or reject your request to create a User Account. You are responsible for keeping your User Account password and your credentials confidential and for all activities that occur through your User Account. The User Account is created for You specifically and exclusively and may not be used by other person without the prior written consent of Licensor. You agree to immediately notify Licensor of any breach or unauthorized use of your User Account or credentials. You are entirely responsible for maintaining the security of your User Account and agree not to disclose such to any third party.

2.2. Licensor will provide the Services, and standard updates to the Services that are made generally available by Licensor during the term. Licensor may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.

2.3. License: Subject to the terms and conditions of this Agreement, the Licensor grants the User a non-exclusive, non-transferable, non-assignable, revokable, limited license to access and use the Services for creating and managing profiles and utilizing the services provided by the Services.

2.4. You are responsible for the activities of all users (whether authorized or not) from your end who access or use the Services through your User Account. Licensor assumes no responsibility or liability for violations.

2.5. If You become aware of any violation of the Agreement in connection with use of the Services by any person, please contact Licensor at legal@workplaced.com. Licensor may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate. Under no circumstances will Licensor be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.

3.1. You agree that You will not use, and will not permit anyone to use, the Services to:

• i. modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services;
• ii. knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts Licensor’s networks, your accounts, or the Services;
• iii. engage in activity that is illegal, racially offensive, inciting hate and abuse, fraudulent, false, or misleading;
• iv. ensure that all messages provided through the use of the Services do not contain advertising and/or sponsorship messages relating to pornographic content, or for firearms, ammunition, weapons, cigarettes, tobacco or e-cigarettes, or that relates to political or religious organizations or paid advertising for any competitive services competing with the Services;
• v. transmit through the Services any material that may infringe the intellectual property or other rights of third parties;
• vi. build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services;
• vii. circumvent any territorial restrictions applied by, or on, Licensor or its licensors;
• viii. breach any applicable boycott law or Sanction Laws;
• ix. manipulate the Services by using a script or other automated process;
• x. take any action that imposes an unreasonable load on the Services;
• xi. use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any Applicable Law;
• xii. remove or alter any copyright, trademark, or other intellectual property notices contained on or provided through the Services;
• xiii. “crawl” the Services or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from Licensor; or
• xiv. frame or link to any of the materials or information available on Licensor’s website or the Services;
• xv. upload or transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Licensor or other users of Services; or
• xvi. engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Licensor's security systems.

Further, You agree that You will not use, and will not permit any person to use, the Services in violation of any Licensor policy or in a manner that violates Applicable Law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects in relation to the Services sought, and You agree that You are solely responsible for compliance with all such laws and regulations.

In addition to the above, You may not use the Services in connection with any of the following businesses and activities, or that are otherwise notified to You by us by email or by posting a notice on the Licensor website:

• i. Illegal Activities. The sale of any good or service that violates any Applicable Law.
• ii. Certain Adult Oriented Products and Services. pornography any depiction of sex or bestiality is prohibited.
• iii. Illegal Drugs. The sale of illegal pharmaceuticals, illegal drugs, or drug paraphernalia.
• iv. Counterfeit Goods. The sale or marketing of any counterfeit good.
• v. Gambling Businesses. gambling, lotteries (including sale of lottery tickets), games of chance (including sweepstakes and raffles), sports forecasting, or odds-making.
• vi. Tobacco Products. Any activity violating Applicable Laws or industry regulations regarding the sale of tobacco products.

3.2. Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate express written agreement with Licensor. You may not offer or enable any third parties to use the Services purchased by You, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by You) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.

3.3. Privacy. You are responsible for any consents and notices required to permit (a) your use and receipt of the Services, and (b) accessing, storing, and processing of data provided to Licensor under the Agreement.

3.4. Account Security. The User is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.

4.1. Ownership and Rights: All ownership rights, title, and interest in and to the Services, including the Software, and any associated documentation, whether tangible or intangible, and all Intellectual Property Rights therein, shall remain the exclusive property of Licensor and/or its licensors. Nothing in this Agreement shall be construed as transferring or assigning any ownership rights or Intellectual Property Rights to You, except as expressly provided herein. You have been granted a limited, non-exclusive, as is, revocable, non-transferable, non-assignable license to use the Services, including the Software, solely and exclusively for the purpose of operating and utilizing the Services during the applicable term, and the license granted herein does not confer any ownership rights or Intellectual Property Rights to You and all goodwill generated from the use of any Licensor’s Intellectual Property rights will inure solely to Licensor. You acknowledge that any use of the Services beyond the scope of this license is strictly prohibited.

4.2. Third-Party Intellectual Property: You acknowledge that the Services may contain or rely upon third-party Intellectual Property Rights, including but not limited to open-source software or licensed components. You agree to comply with any applicable third-party licenses or terms of use associated with such third-party Intellectual Property Rights. You understand and agree that Licensor reserves the right to terminate any access to any third-party content provided as part of the Services with no penalty to Licensor if the owner of such third-party content discontinues offering such content or restricts Licensor’s or your access provided, however that if such termination occurs, Licensor shall immediately notify You. Licensor further reserves the right to suspend or terminate access to the Services, with no penalty, should Licensor reasonably believe that the Services are not being used in accordance with this Agreement. If You become aware of any misuse of the Services, it shall promptly notify the Licensor thereof.

4.3. Brand Features: You understand and agree that all Licensor brand features are the sole property of Licensor or its licensors. The Agreement does not grant You any rights to use any Licensor brand features whether for commercial or non-commercial use, and all goodwill generated from the use of any Licensor brand features will insure solely to Licensor.

4.4. No Rights Granted: You understand and agree that the Licensor respects Intellectual Property Rights and expects you to do the same. As a result, you agree that it is not permitted for any reason whatsoever to copy, redistribute, reproduce, “rip”, record, transfer, perform or display to the public, broadcast, or making available to the public any part of the Services or the content related thereto, or otherwise making any use of the Services or the content related thereto which is not expressly permitted under the Agreement or Applicable Law or which otherwise infringes the Intellectual Property rights (such as copyright) in the Services, the content related thereto or any part of it.

4.5. Feedback: You may provide feedback, suggestions, or ideas relating to the Services of Licensor, and hereby acknowledges and agrees that any such feedback, suggestions, or ideas shall become the sole property of Licensor, and Licensor may freely use, incorporate, or implement such feedback without any obligation or compensation to You. You agree to maintain the confidentiality of the Services, including any proprietary or confidential information disclosed by Licensor during this Agreement, in accordance with the confidentiality provisions set forth in this Agreement.

4.6. Survival: The obligations and provisions of this Intellectual Property Article shall survive the termination or expiration of this Agreement, regardless of the cause or reason for such termination or expiration.

5.1. Third-Party Sites. The Services may contain third party content and links to third party sites that are completely independent of the Services and not owned or controlled by Licensor (“Third-Party Sites”). Links to Third Party Sites are included solely for the convenience of users and do not constitute any approval, endorsement, or warranty by Licensor. Moreover, Licensor is not responsible for the content, security, operation, or use of any Third-Party Sites or the products or services that may be offered or obtained through them or for the accuracy, completeness, or reliability of any information obtained from a Third-Party Site. Any information You submit to the Third-Party Sites will not be collected or controlled by Licensor. It will be subject to the privacy notice or terms of use applicable to the Third-Party Site. It is your responsibility to review those policies before submitting your information to the Third-Party Site and you provide your information to Third Party Sites at your own risk. You expressly relieve Licensor from any and all loss, damages or other liabilities You incur as a result of your access to, or use of, any Third-Party Sites.

5.2. Third-Party Service Providers. You agree that Licensor through the offering of its Services uses the services of third-party services providers (the “Third-Party Service Providers”). By your continued use of the Services, You signify your acceptance of both the Agreement between You and Licensor and the Third-Party Service Providers terms of use (the “Third-Party Service Providers Terms”). You hereby acknowledge and agree that the Third-Party Service Providers Terms will govern certain aspects of services offered by the Third-Party Service Providers and that are part of the Services. You agree to be bound by, and bear the risks associated with, the Third-Party Service Providers Terms whether they create a contractual relationship directly between You and the Third-Party Service Providers or a contractual relationship between Licensor and the Third-Party Service Providers. Licensor does not warrant the third-party services in and assumes no liability to You with respect to the third-party services. The Third-Party Service Provider is the sole party liable to You.

6.1. Data Collection and Use: The Licensor collects and processes personal data in accordance with applicable data protection laws. By using the Services, the User agrees to the collection, use, and processing of their personal data as described in the Licensor’s User Data Processing terms.

6.2. Privacy Policy: For detailed information on how the Licensor collects, uses, stores, and protects personal data, please refer to the Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy includes sections required by GDPR, if applicable.

6.3. Data Security: The Licensor employs reasonable security measures to protect the personal data of users. Please refer to the Data Protection Policy and Data Processing Terms. However, the Licensor cannot guarantee the absolute security of data transmitted over the internet or through the Software.

6.4. User Rights: Users have rights regarding their personal data, including the right to access, correct, or delete their data. Users may exercise these rights by contacting the Licensor as specified in the Privacy Policy.

6.5. Data Transfers: Any international data transfers will be conducted in compliance with applicable data protection laws, including the use of standard contractual clauses or other appropriate safeguards. The Company shall comply with all applicable Data Protection Laws in connection with its Processing of Personal Data under this Agreement, including the GDPR and the DIFC Data Protection Law (DIFC Law No. 5 of 2020). The Parties acknowledge that transfers of EEA Personal Data from the Company’s affiliate in Netherlands to the Company constitute Restricted Transfers under Chapter V of the GDPR, and agree to execute and be bound by the applicable module of the Standard Contractual Clauses set out in Commission Implementing Decision (EU) 2021/914 ("EU SCCs"), which are incorporated by reference herein and shall prevail over any conflicting provision of this Agreement in respect of such transfers. Prior to any such transfer, the Company shall conduct a transfer impact assessment and implement such supplementary technical and organizational measures as may be required to ensure an adequate level of protection for Data Subjects. The Company shall Process EEA Personal Data received from its affiliate in the Netherlands solely for the purposes contemplated by this Agreement, maintain appropriate security measures in accordance with Article 32 GDPR, notify such affiliate within forty-eight (48) hours of any Personal Data breach affecting such data, and shall not onward transfer such data without equivalent contractual safeguards in place. The Company’s affiliate in the Netherlands shall update its EULA and data processing transparency documentation to disclose the transfer to the Company, the applicable transfer mechanism, and the identity of each party in its relevant data processing capacity, prior to any transfer taking place.

6.6. Copyright. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Licensor may deny access to the Services to You and/or any person on your behalf who is alleged to infringe another party's copyright.

6.7. Usage Data. Licensor will own all right, title and interest in all information it collects with respect to your use of the the Services, including without limitation, statistical information, and traffic analysis data ("Usage Data"). You agree that Licensor may use and exploit all Usage Data for any purpose without any obligation to You; provided however, that Licensor may only disclose Usage Data to third parties so long as the Usage Data is disclosed only in the aggregate and not in a manner that it is attributable to You, End User or any individual.

The recipient will only use the disclosing party's Confidential Information to exercise the recipient’s rights and fulfill its obligations under this Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliates may also disclose Confidential Information to the extent required by to be disclosed under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process ("Legal Process"); provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

8.1. Licensor shall avail and maintain the performance and operations of the Services in a manner that is consistent with standard industry practice. Licensor will make reasonable efforts to keep the Software operational and the Services available. However, Licensor makes no assurances that the Software and the Services for You will be available continuously on a 24 x 7 x 365 basis. Certain technical difficulties or maintenance may result in temporary interruptions. Licensor reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Software or the Services, upon reasonable notice, all without liability to You, except where prohibited by law, for any interruption, modification, or discontinuation of the Software or Services or any function or feature thereof. You understand, agree, and accept that Licensor has no obligation to maintain, support, upgrade, or update the Software or the Services, or to provide all or any specific content through the Software or the Services. This section will be enforced to the extent permissible by Applicable Law.

8.2. Licensor has no obligation under this Agreement to provide technical support to You, and Licensor cannot be held liable to You for the failure to render such support and assistance. You can request more information by contacting the Licensor at support@workplaced.com.

8.3. Updates: The Licensor may provide updates or enhancements to the Software at its discretion. Such updates shall be subject to the terms of this Agreement.

8.4. The Parties agree that the Services entail solely the provision of technological, administrative and implementation services to You. Further, Licensor will not update or rebalance your operational models for effective use of the Software unless agreed otherwise between the Parties.

9.1. Individual Use: if the User accessing the Software is an independent individual, without association with a company or legal entity, then it is not subject to any fees, and the Software is provided to them free of charge.

9.2. Company or Legal Entity Use: If users access the software after being invited by, or signed up by, or invited as a company or other legal entity, then the company or legal entity will incur fees based on the number of users or other unit metrics, including but not limited to space-type units, as specified in the Proposal issued by Licensor to the relevant company or legal entity. In addition to License Fees, Service Fees may be applicable as outlined in the Proposal.

You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to Licensor, its Affiliates, suppliers, Third-Party Service Providers and any other party authorized by Licensor to resell, distribute, or promote the Services (“Partners”), and under such circumstances Licensor, its Affiliates, suppliers, Third-Party Service Providers and Partner will be entitled to equitable relief, without posting guarantee or other security, including, but not limited to, preliminary and permanent injunctive relief.

You represent and warrant to Licensor that: (a) the information You provide to Licensor in connection with the Agreement and use of the Services is true and correct; (b) You will comply with this Agreement, Third-Party Service Providers Terms, and all Applicable Laws, and governmental requirements; (c) You are not engaged in, and will not engage in, any activity prohibited by this Agreement; (d) You are eligible to register and use the Services and have the right, power, and ability to enter into and perform under this Agreement; and (g) the name under which You have entered into this Agreement is the name under which You carry out your business and file your taxes.

YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND LICENSOR, ITS AFFILIATES, SUPPLIERS, THIRD-PARTY SERVICE PROVIDERS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LICENSOR, ITS AFFILIATES, SUPPLIERS, THIRD-PARTY SERVICE PROVIDERS AND PARTNERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY OF YOUR OR YOUR EMPLOYEES, CUSTOMERS OR USERS REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. LICENSOR DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. LICENSOR CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK.

You agree to indemnify, defend and hold harmless Licensor, its Affiliates, officers, directors, employees, consultants, agents, suppliers and Partners from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys' fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You of any Intellectual Property Rights or other right of any person or entity or Applicable Law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, SUPPLIERS, THIRD-PARTY SERVICE PROVIDERS OR PARTNERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR, ITS AFFILIATES, SUPPLIERS OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S, ITS AFFILIATES', SUPPLIERS', THIRD-PARTY SERVICE PROVIDERS’ AND PARTNERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE THREE (3) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY EXCEPT TO THE EXTENT EXPRESSLY PRECLUDED BY APPLICABLE LAW. IN SUCH JURISDICTIONS, ALL OR A PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND THE SCOPE AND DURATION OF THE LICENSOR’S WARRANTIES AND THE EXTENT OF THEIR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

15.1. Term: This Agreement is effective upon the User’s acceptance and will continue until terminated by the User or the Licensor as provided herein.

15.2. Termination: The User may terminate this Agreement by deleting their account. The Licensor may also terminate this Agreement for convenience by sending a 10 days prior written notice to the User or immediately if the User breaches the Agreement.

15.3. Effect of Termination: Upon termination, the User must cease all use of the Services and destroy all copies of the Software and other documentation related to the Services. The provisions related to confidentiality, intellectual property, and liability shall survive termination of this Agreement for a period of three (3) years.

You acknowledge that the Services, or a portion thereof, are subject to the Sanction Law and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws’). You and Your users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You represent and warrant that You and Your users are will be bound by the Export Control and Sanctions Laws and will and are under the obligation to provide proof of such compliance whenever requested to do so by Licensor. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications.

17.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC), irrespective of whether:

• WORKPLACED Technologies Ltd, or
• WORKPLACED Technologies Europe B.V.,

is the contractual counterparty to the Customer.

This choice of law shall apply only to the extent it does not conflict with mandatory provisions of the applicable law of the jurisdiction of the contracting WORKPLACED entity (including Dutch law for WORKPLACED Technologies Europe B.V.) or violate public policy (ordre public).

17.2. Dispute Resolution: Any disputes arising under this Agreement shall be resolved through binding arbitration conducted in Dubai, UAE, under the rules of the Dubai International Arbitration Center (DIAC). The arbitration proceedings shall be conducted in English.

17.3. Notwithstanding the Clause 17.2, the Licensor (WORKPLACED Technologies Ltd or WORKPLACED Technologies Europe B.V.) reserves the right to seek injunctive relief or enforce its rights under this Agreement directly in the courts of:

• The DIFC (where WORKPLACED Technologies Ltd is the counterparty), or
• The Netherlands (where WORKPLACED Technologies Europe B.V. is the counterparty), or
• any other jurisdiction where You operate.

18.1. Waiver. Failure by either Party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision.

18.2. Severability. If at any time any provision of this Agreement (or any part of a provision of this Agreement) is or becomes illegal, invalid, or unenforceable in any respect under the law of any jurisdiction, that will not affect or impair: (i) the legality, validity, or enforceability in that jurisdiction of any other provision of this Agreement (including the remainder of a provision, where part thereof has become illegal, invalid, or unenforceable); or (ii) the legality, validity, or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

18.3. Force Majeure. Licensor will not be liable for any delay or failure to perform its obligations hereunder resulting from any cause beyond its reasonable control, including without limitation, telecommunications, power, or utility failures.

18.4. Assignment. You may not assign or transfer your rights or obligations under this Agreement. Any purported assignment or transfer in violation of the foregoing will be invalid. Licensor may assign this Agreement to any of its Affiliates without the need of any consent from You.

18.5. General Provisions. This Agreement embodies the entire understanding and agreement between the Parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter.

18.6. Licensor may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Licensor will exercise commercially reasonable business efforts to provide notice to You of any material changes to this Agreement. Within ten (10) days of posting changes to this Agreement (or ten (10) days from the date of notice, if such is provided), they will be binding on You. If You do not agree with the changes, You should discontinue using the Services. If You continue using the Services after such ten-day period, You will be deemed to have accepted the changes to the terms of this Agreement.

18.7. In order to participate in certain Services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement (IF ANY) is solely for accommodation purposes.

18.8. Relationship of the Parties. This Agreement do not create and will not be construed as creating a joint venture, co-ownership, partnership, or agency relationship between You and Licensor.

18.9. Licensor Third Party Beneficiaries. You acknowledge and agree that each Affiliate of Licensor is a third-party beneficiary to this Agreement and that You owe obligations to those Affiliates to the extent that this Agreement confers a benefit on (or provides rights in favor of) them. No other person or company is a third-party beneficiary to this Agreement.