Terms and Conditions

Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.

These Contact Center as a Service Liner Terms and Conditions (together with any applicable Liner Order Form issued hereunder) (together, the "Agreement"), effective as of the date set forth as a contract start date on an applicable Liner Order Form ("Effective Date"), are between Civil Company SOUTHMEDIA MARKETING, a company incorporated in the United Arab Emirates with Tax Registration Number: 104030920300003 ("Southmedia"), and the Client named in such Liner Order Form ("Client"). Southmedia and Client agree as follows:

1. Services

1.1 License

Subject to the terms and conditions of this Agreement, Southmedia (a) will use commercially reasonable efforts to host, operate and maintain the services as set forth on the Liner Order Form, which may include the Southmedia Liner platform (the "Platform") and/or other services offered by Southmedia (collectively, the "Services"); (b) grants Client a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services; and (c) grants Client a non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content (as defined in Section 1.5 below) solely for purposes of using the Services.

1.2 Access and Account Setup

Upon execution of a Liner Order Form, Southmedia will provide Client with a unique login and password to access the Services web pages which are hosted and maintained by Southmedia. Client shall be responsible for the acts or omissions of any person who accesses the Services using logins provided to or created by Client. Southmedia reserves the right to modify or discontinue any part of the Services at any time by giving thirty (30) days' prior written notice to Client, provided that in the event such modification or discontinuance materially reduces the functionality of the Services, Client may terminate this Agreement upon at least thirty (30) days' prior written notice to Southmedia, and Southmedia shall provide Client with a pro-rated refund of any pre-paid fees for Services not performed by the effective date of termination.

1.3 Service Availability

Southmedia will use commercially reasonable efforts to maintain the Service availability to send and receive data, subject to downtimes resulting from maintenance, repairs and upgrades. Southmedia will attempt to notify Client electronically via the Service in advance of any planned downtime. Notwithstanding the foregoing, Southmedia will not be liable for any failures in the Service or any other problems which are related to (a) the Client Content; or (b) outages to any telecommunications or public Internet backbones, networks or servers, or other equipment or service outside of Southmedia's facilities or control.

1.4 Service Support

Southmedia will provide Client with telephone and electronic ticket support for Client's use of the Service during Southmedia's regular business hours. Client agrees that Southmedia is not responsible to provide support for any issues resulting from problems, errors or inquiries related to Client's systems or hardware.

1.5 Client Content

As used herein, the term "Content" includes, without limitation, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services, including without limitation all Client Content (as defined below). All Content created through or submitted to the Services by Client (collectively "Client Content") is the sole responsibility of Client. Client acknowledges and agrees that Southmedia will not assume any, and hereby disclaims all, responsibility and liability for Client Content and any modifications thereto. Client hereby grants Southmedia a worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, perform, display, modify, and distribute the Client Content in connection with providing the Services to Client.

1.6 Use Restrictions

Except as expressly permitted in this Agreement, Client shall not directly or indirectly (a) use any of Southmedia's Confidential Information to create any service, software, documentation or data that is similar or competitive to any aspect of the Services; (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Services; (c) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (d) copy, harvest, scrape, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any aspect of the Services; (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information in violation of any export control or other laws; (f) interfere or attempt to interfere with the proper working of the Services; (g) remove any copyright patent, trademark, or other intellectual property notices; or (h) permit any third party to engage in any of the foregoing proscribed acts.

1.7 Limitations

Southmedia will not be responsible or liable for any failure in the Services resulting from or attributable to (a) Client use of the Services not in accordance with this Agreement; (b) failures in any telecommunications, network or other service or equipment outside of Southmedia's or its service providers' facilities; (c) Client's or any third party's products, services, negligence, acts or omissions; (d) any force majeure or other cause beyond Southmedia's reasonable control; or (e) unauthorized access, breach of firewalls or other hacking by third parties.

2. Proprietary Rights

Subject to the rights and licenses expressly granted hereunder, Client shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Client Content. Subject to the limited rights and licenses expressly granted hereunder, Southmedia (and its licensors) shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to the Services, the Platform, all Content (excluding the Client Content), all Southmedia trademarks, names, logos, all copies, modifications and derivative works thereof, and all rights to patent, copyright, trade secret and other proprietary or intellectual property rights therein.

3. Confidentiality

3.1 Definition

Each party agrees that the business, technical and financial information, including without limitation, the Services, the Platform, and all software, source code, inventions, algorithms, know-how and ideas and the terms and conditions of this Agreement, designated in writing as confidential at the time of disclosure or designated as such within a reasonable time after disclosure, or disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of the disclosing party and its licensors ("Confidential Information").

3.2 Confidentiality

Except for the specific rights granted by this Agreement, the receiving party shall not access, use or disclose any of the disclosing party's Confidential Information without its written consent, and shall use at least the standard of care used to protect its own Confidential Information, but not less than reasonable care to protect the disclosing party's Confidential Information.

3.3 Required Disclosure

Nothing herein shall prevent a receiving party from disclosing any Confidential Information as necessary pursuant to any applicable court order, law, rule or regulation; provided that at least ten (10) business days prior to any such disclosure, the receiving party shall use reasonable efforts to promptly notify the disclosing party in writing and cooperate in protecting against or minimizing any such disclosure.

4. Product Purchase and Payment

4.1 Offer and Acceptance

To purchase and use the Product, Client shall countersign the Liner Order Form. Each Liner Order Form for the Product is subject to Southmedia's acceptance. The Client shall pay the initial payment for services at the time the Liner Order Form is accepted by Southmedia.

4.2 Payment Terms

Client must provide Southmedia their bank account information. Client agrees to provide Southmedia with such information, and hereby consents to Southmedia charging automatic payments to Client's account on a monthly basis throughout the Subscription Term. All amounts are due in full in United States currency within thirty (30) days after the date of Southmedia's invoice. Client shall be assessed a single late fee equal to one and one-half percent (1.5%) of all outstanding amounts not paid within thirty (30) days. All fees are exclusive of VAT. Client shall, where applicable, provide its UAE Tax Registration Number (TRN) and pay VAT at the prevailing rate.

4.3 Subscription Term

Every Liner Order Form submitted to Southmedia by Client shall specify the term for such subscription (the "Subscription Term"). At the conclusion of the Subscription Term, Client's specific Product subscription shall automatically renew for successive one (1) year periods until terminated by either Southmedia or Client with at least one (1) month's prior written notice.

4.4 Independent Payment Obligation

Once a Liner Order Form is accepted by Southmedia, the Liner Order Form will represent Client's binding contractual obligation to pay Southmedia the Subscription Price for each month throughout the Subscription Term. In the event Client fails to timely tender all subscription payments, Southmedia reserves the right to (i) terminate the Client's subscription/license; (ii) terminate this Agreement; and (iii) take any other action against Client available at law or equity.

4.5 Early Termination Penalty

In the event Client desires to terminate any given subscription prior to the conclusion of the applicable Subscription Term, Client shall be entitled to terminate such subscription only upon: (a) written notice to Southmedia and (b) payment in full of an amount equal to the lesser of: (i) the sum total of all remaining monthly subscription payments; or (ii) the sum total of twelve (12) monthly subscription payments at the applicable Subscription Price.

5. Limited Warranty and Disclaimers

5.1 General

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement is legally binding upon it; (c) the execution, delivery and performance of this Agreement does not conflict with any agreement to which it is a party; and (d) it will perform its obligations in accordance with all applicable laws.

5.2 Client Warranties

Client represents and warrants that (a) Client has all rights to grant the licenses to Southmedia set forth herein, without infringement or violation of any applicable laws or third party rights, and (b) Client shall not make available through the Services any Content that is disparaging, obscene, offensive, or otherwise inappropriate or that contains any viruses or any other harmful code.

6. Disclaimers

Except as provided in Section 5.1 herein, to the fullest extent permitted by law, Southmedia hereby disclaims (for itself and its suppliers) all other warranties, whether express or implied, oral or written, with respect to the Services, including, without limitation, all implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability, fitness for any particular purpose, reliability, or that their operation will be uninterrupted or error-free.

7. Indemnification

7.1 Client

Client agrees to defend against and hold Southmedia harmless from any claim by a third party that arises from or is related to (a) any Client Content or (b) Client's use of the Services in violation of this Agreement, and Client agrees to indemnify Southmedia for settlement amounts or damages awarded and arising out of such claims.

7.2 Southmedia

Southmedia agrees to (a) defend against and hold Client harmless from any claim by a third party that Services infringe a valid patent (issued as of the Effective Date), or any copyright or trade secret, of such third party and (b) indemnify Client for settlement amounts or third party damages awarded and arising out of such claim.

7.3 Procedure

Any claim for indemnification hereunder requires that (a) the indemnified party provides prompt written notice and reasonable cooperation, and (b) the indemnifying party shall have sole control and authority to defend, settle or compromise such claim.

8. Limitation of Liability

Except for any breach of Section 3 (Confidentiality) or liabilities to third parties pursuant to Section 7 (Indemnification), in no event shall either party be liable concerning the subject matter of this Agreement, regardless of the form of any claim or action, for any (a) interruption of use, loss or inaccuracy of data, (b) indirect, punitive, incidental, reliance, special, exemplary or consequential damages, or (c) damages in the aggregate in excess of the amounts paid during the six (6) months preceding such claim. The limitation of liability shall not apply to (i) breach of confidentiality, (ii) violation of applicable data protection laws (including UAE PDPL).

9. Term and Termination

9.1 Term

Unless otherwise specified, this Agreement shall commence on the Effective Date and shall continue for one (1) year. The term shall automatically renew for successive one (1) year terms, unless either party notifies the other of its intent not to renew at least thirty (30) days prior to the end of the then current term.

9.2 Termination

This Agreement may be earlier terminated by either party if the other party materially breaches a provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice (ten (10) days in the case of non-payment).

9.3 Effects of Termination

Upon any expiration or termination of this Agreement, all corresponding rights, obligations and licenses of the parties shall cease, except that all obligations that accrued prior to the effective date of termination shall survive. The provisions of Sections 2, 3, 6, 7, 8, 10 and this Section 9.3 shall survive any termination.

10. General Provisions

10.1 Entire Agreement

This Agreement constitutes the entire agreement, and supersedes all prior negotiations or agreements (oral or written), between the parties regarding the subject matter hereof.

10.2 Publicity

Client hereby consents to inclusion of its name and logo in client lists and marketing materials that may be published as part of Southmedia's marketing and promotional efforts.

10.3 Modification and Waiver

No change, consent or waiver under this Agreement will be binding on either party unless made in writing and physically signed by an authorized representative of both parties.

10.4 Severability

If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

10.5 Governing Law

This Agreement shall be governed by and construed under the UAE laws. The parties hereby consent to exclusive jurisdiction, venue and personal jurisdiction in courts located in Dubai, UAE.

10.6 Remedies

Each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 3, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law.

10.7 Notices

All notices under this Agreement will be in writing and delivered to the parties at their respective addresses. Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after being sent, if sent for next day delivery by recognized overnight delivery service; or upon receipt, if sent by certified mail.

10.8 Force Majeure

In the event that either party is prevented from performing any of its obligations under this Agreement due to any cause beyond its reasonable control, the affected party shall give written notice thereof and its performance shall be extended for the period of delay.

10.9 Assignment

This Agreement may not be assigned by Client without Southmedia's written consent. Southmedia may assign its rights and obligations without the Client's consent.

10.10 Independent Contractors

The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party.

Contact Information

Company Name: Southmedia Marketing
Business Address: Office no. 2205, Silver Tower, Business Bay, Dubai, United Arab Emirates
Phone: +971 4 558 3804
Email: [email protected]