Terms Of Use

Standard Terms Of Use

Effective Date: 10.05.2023

These are the standard terms and conditions (the “Exafy Standard Terms of Use” or “Terms of Use”) which operate between any person (the “Customer”, “You” or “Your”) and Exafy Limited (the “Company”, “We” or “Us”) and governs the use of Products and Services (as defined below) through the Company’s website and/ or its mobile application. These Terms of Use set out the rights and obligations of all users regarding the use of Products and Services.

Customer’s access to and use of the Products and Services is conditioned upon the Customer’s acceptance of and compliance with these Terms of Use. These Terms of Use apply to all visitors, users and others who access or use any or all of the Products and Services.

These Exafy Standard Terms of Use are organized in 2 (two) parts:

Part 1 – General includes terms regarding Agreement Structure, Products and Services, Definitions, Acceptance of Terms, Charges and Payment, Changes to the Terms of an Agreement, Intellectual Property Protection, Limitation of Liability, General Principles of our Relationship, Agreement Termination, Governing Law and Dispute Resolution.

Part 2 – Warranties defines applicable Warranties for the Company, Exafy Services, and Systems, terms regarding Extent of Warranty and Customer Warranties.

PART 1 – General

Agreement Structure

Additional terms for Products and Services are in documents called “Attachments” and such terms are here to incorporated into these Terms of Use. In general, Attachments contain terms that may apply to more than one Product or Services Each transaction is separate and independent from other transactions.

Ifthereis a conflict between thetermsof theseTermsof Use andAttachments,thoseterms as set out inanAttachmentprevailoverthose set out intheseTermsof Use.

Definitions

For the purpose of these Terms of Use:

“App” means any mobile application developed by the Company;
“Materials” means literary works or other works of authorship (such as software programs and code, documentation, reports, and similar works) that the Company may deliver to the Customer as part of a Product and Service. The term “Materials” does not include any programs, or other items available under their own license terms or agreements;
”Products and Services” mean the products and services offered by the Company on their website and through their mobile application;
“Specifications” means information specific to a Product or Service; and
“Website(s)” means any website owned or operated by the Company.

Acceptance Of Terms

By accessing or using the Products and Services, You agree to be bound by these Terms of Use, including the terms set out in the Attachments (which may be modified from time to time, and which modification may be communicated to You through the email ID provided by You). If You disagree with any part of these Terms of Use, then You may not access the Products and Services.

A Product or Service becomes subject to these Terms of Use when the Company accepts Customer’s order by making a Product or Service available to You.

You represent that you are over 18 (eighteen) years of age. The Company does not permit those under the age of 18 (eighteen) years to use the Products and Services.

You agree that neither You, nor the Company shall rely on any representation that is not specified in these Terms of Use. Additional or different terms in any written communication from You (such as a purchase order) shall be considered void.

You agree that once accepted, (i) any reproduction of these Terms of Use made by reliable means (for example, electronic image, photocopy or facsimile) is considered an original and (ii) all Products and Services ordered under the Agreement are subject to it.

If any of the Services requires You to create an account on the Company’s Website or App, You must complete the registration process by providing the Company with all current, complete and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Website are restricted to authorized users only. You agree that You are responsible for maintaining the confidentiality of password(s) and account information, and are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Website and/or App. You agree to notify the Company immediately of any use of Your password(s) or account(s) that You did not authorize or that is not authorized under these Terms of Use.

Your access to and use of the Products and Services is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Please read Our Privacy Policy carefully before using the Products and Services.

Use of Products, Services, Websites and/or App

Customer agrees that will only upload, share, post, publish, transmit, or otherwise make available any information (“Content“) on or through the Website and/or App, Content that You have the right and authority to share and for which You have the right and authority to grant to the Company all of the licenses and rights set forth herein.

Customer may use Exafy’s website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Products and Services, and the Website and/or the App:

In any way that violates any applicable federal, ADGM law, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from ADGM);
Or to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Website and/ or App, or which, as determined by Us, may harm Us or users of the Website and/or App or expose them to incur any loss/ damages/ costs or liability;
To impersonate or attempt to impersonate the Company, an employee of the Company, another user, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing);
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation;
To download, store, display on Your computer, view, listen to, play and print Materials that the Company publishes or broadcasts on the Website and/ or the App or makes available for download through the Website and/or the App, subject to the following: the Materials may be used solely for Your use and benefit, the Materials may not be modified or altered in any way, and the Materials may not be redistributed, without the prior written authorization of the Company.

Indemnity

Customer agrees to indemnify and hold harmless,the Company, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to, or arising out of any Content shared by You, any violation of these Terms of Use by You, or any additional rules, guidelines or terms of use posted for a specific area on the Website and/or App, or through Your violation or infringement of any third party rights, including any intellectual property rights.

Charges

You may be required to pay to the Company, certain amounts, based on a payment plan picked by You in exchange for the Products and Services purchases by You for use. Such payment may be one-time, recurring, time and materials, or fixed Additional charges may apply, including, inter alia, for any taxes and/ or duties payable by the Company for the provision of the Products and Services. Exafy will inform Customer in advance whenever additional charges apply.

Recurring charges for a Productor Service begin on the date such a Product or Service is first paid for or purchased by You. Charges for Services will be billed as specified in an invoice provided to You for any payments made by You. Unless otherwise provided in an Agreement, including in these Terms of Use:

Services for which You have made an advance payment, must be used within the applicable contract period; and
The Company does not give credits or refunds for any prepaid or other charges already due or paid.

All payment invoices shall set out charges based on actual time and materials expended by You or Your actual or authorized use, subject to any specified minimum commitment.

Changes To Charges

The Company may change its charges for the Products and Services, from time to time. In the event of a reduction or decrease in charges, You shall receives the benefit of such decrease for all amounts that become due on or after the effective date of such reduction or decrease.

Unless provided for otherwise, the Company may increase recurring charges for Products and Services for Services, subject to these Terms of Use, by giving You 1 (one) month’s written An increase in charges by the Company shall apply from the first day of the invoice or charging period on or after the effective date of such increase by the Company. Notwithstanding the foregoing, the Company may increase one-time charges without notice.

Upon reasonable notice, the Company may verify the usage data and other information affecting the calculation of charges levied to You for the use of Products and Services. Such verification will be conducted in a manner that minimizes disruption to Your business (as the case may be). Where required, You agree to:

provide records, system tools outputs, and other electronic or hard copy system information reasonably necessary for such verification, and
promptly pay any additional, valid charges and other liabilities determined as a result of such verification.

Payment

All amounts for the use of Products and Services are due and payable up on the receipt of an invoice from the Company. You agree to pay accordingly, including any late payment charges. Payment of such amounts shall be made electronically to an account specified by the Company.

If payment as specified in sub-paragraph (a) above, is not received within 30(thirty) days from the date of receipt of the invoice, (or in the case of quarterly advance billing of recurring charges, within 60 (sixty) days from the date of receipt of the invoice),You agree to be subject to late payment charges, as relevant.

The calculation of late payment charges shall be set out in the invoice provided to You, and such late payment charge is subject to change by the Company, from time to time.

Taxes And Duties

If any authority imposes a duty, tax, levy, or fee, on any transaction for the use of Products and Services, then You agree to pay such amount, as shall be specified in an invoice. As far as practicable, the Company shall inform You in advance if such additional charges apply and are payable by You.

Changes To The Terms Of Use

The Company shall retain the right to amend these Terms of Use, and in the event of such amendment, the Company shall communicate such amendments to you via the email ID provided by You.

The amendments to these Terms of Use shall not be retroactive. They shall apply, as of the effective date specified by the Company, only on new orders/ purchases, on-going transactions that do not expire, and transactions with a defined renewable contract period.

Intellectual Property Protection

“Intellectual Property Rights” means all present and future rights conferred by statute, common law, or equity in or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill, and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist in the future in any part of the world.

These Terms do not transfer to you any intellectual property owned by us or third parties, and all rights, titles, and interests in and to such property will remain (as between the parties) solely with the Company or its licensors. All trademarks, service marks, graphics, and logos used in connection with our Products and Services are the intellectual property of the Company or its licensors.

The Products and Services and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

We make no proprietary claim to any third-party names, trademarks, or service marks used on the App or Website. Your use of the App and Website grants you no right or license to reproduce or otherwise use any of the Company’s or third-party trademarks. You may not use our Intellectual Property Rights without our prior written consent.

Limitation Of Liability

Not with standing any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms of Use and Your exclusive remedy for all of the foregoing shall be limited to (i) the amount actually paid by You for the use of the Products and Services, or (ii) [•] if You have not purchased any of the Products and Services.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Products and Service, third-party software and/or third-party hardware used with the Products and Services, or otherwise in connection with any provision of these Terms of Use), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Notice Sand Communications

Written communications, including notices to the receiving party’s designated representative, are to be sent to the address (physical, e-mail or facsimile) specified in an applicable Attachment or Transaction Document. To the extent permissible under applicable law, the parties consent to the use of electronic means and facsimile transmissions to send and receive communications in connection with our business relationship subject to these Exafy Standard Terms and Conditions, and such communications are acceptable as a signed writing. An identification code (called a “user ID”) contained in an electronic document is sufficient to verify the sender’s identity and the document’s authenticity.

Assignment And Resale

You agree not to resell any Product or Service, without the prior written consent of the Company.

You shall not assign, in whole or in part, without the prior written consent of the Company, your right to use the Products and Services.

The Company shall have the right assign its right to receive payments from customers for the use of Products and Services, and other rights contained in these Terms of Use, without obtaining Your consent. It shall not considered as an assignment in the event where the Company chooses to divest a portion of its business in a manner that similarly affects all of its customers.

Compliance With Laws

The Company shall comply with all applicable laws, as a provider of information technology Products and Services in the ADGM. Exafy is not responsible for determining the requirements of laws applicable to Customer’s business, including those relating to Products and Services that Customer acquires subject to these Exafy Standard Terms and Conditions, or that Exafy’s provision of or Customer’s receipt of particular Products or Services subject to these Exafy Standard Terms and Conditions, meets the requirements of such laws. Not with standing any thing in these Exafy Standard Terms and Conditions, to the contrary, neither party is obligated to take any action that would violate law applicable to that party.

Governing Law

These Terms of Use (including all amendments, which may be made to it from time to time) shall be governed by the laws as applicable in the ADGM.

Dispute Resolution

Any disputes arising out of, or in connection with these Terms of Use, including any questions relating to their existence, termination and validity, shall be finally subject to the jurisdiction of the ADGM courts.

Miscellaneous

Nothing in these Terms of Use shall be construed to grant You any right to use its (or any of the group companies or affiliates of the Company’s) trademarks, trade names,orotherdesignationsinanypromotionorpublicationwithoutpriorwrittenconsent.

The exchange of any confidential information, in connection with any Product or Service shall be subject to these Terms of Use.

These Terms of Use and any transaction under it do not create, and are not intended to create any agency, joint venture, or partnership between You and the Company. The Company is free to enter into similar agreements with other customers to develop, acquire, or provide Products and Services.

If any provision under these Terms of Use is held to be invalid or unenforceable, the remaining provisions here under shall remain in full force and effect.

Nothing under these Terms of Use affects any statutory rights of consumers that cannot be waived or limited by contract.

The Company grants You only the licenses and rights specified in an Agreement. No otherl icenses or rights (including any licenses or rights under patents) are granted either directly, by implication, or otherwise. The rights and licenses granted to You under these Terms of Use maybe terminated if You fail to fulfill any of the applicable terms and conditions here under.

No right or cause of action for any third party is created under these Terms of Use, or is the Company responsible for any third party claims against You except as may be set out hereunder. The Company shall not be liable to You for any losses, damages or costs that You incur as a result of such third party claims.

You are solely responsible for selecting the Products and Services that meet Your needs and for the results obtained from the use of the Products and Services, including Your decision to implement any recommendation concerning Your business practices and operations.

You acknowledge and agree to provide Us with accurate and up-to-date information when using the Products and Services. The Company reserves the right to verify the accuracy of such information at any time, and You agrees to promptly update any inaccurate or outdated information. The Company shall not be liable for any loss or damage arising from inaccurate or outdated information provided by You.

Where any approval, acceptance, consent or similar action, either by You or the Company is required in order to fulfil any obligations under these Terms of Use, such consent of similar action shall not be unreasonably delayed or with held.

As may be reasonably required by the Company to fulfil its obligations under these Terms of Use and for providing the Products and Services, You agree to provide Us with sufficient access to Your systems, information, and resources, all at no charge to Us. The Company shall not be responsible for any delay in performing or failure to perform caused by Customer’s delay in providing such access or performing other Customer responsibilities under an Agreement.

Termination

We may terminate or suspend Your user account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Use.

Upon such termination, Your right to use the Products and Services shall cease immediately. If You wish to terminate Your user account, You may simply discontinue using the Products and Services.

PART 2 – Warranties

Company Warranties

The Company warrants that it provides each Product and Service using reasonable care and skill and according to its current description (including any completion criteria) contained in these Terms of Use.

Extent Of Warranty

EXCEPT WHERE EXPRESSLY PROVIDED FOR OTHERWISE, THE PRODUCTS AND SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY OF THE COMPANY’S PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE PRODUCTS AND SERVICES, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE PRODUCTS AND SERVICES; OR (IV) THAT THE PRODUCTS, SERVICE, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF THE COMPANY ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.

ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE WEBSITES AND/OR APP ARE USED AT YOUR OWN DISCRETION AND RISK. THE COMPANY SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.

Items Not Covered by Warranty

The Company reserves the right to make changes or updates to, and monitor the use of the Websites and/or the App and the content provided on or through the Websites and/or the App at any time without notice.

The warranty stated above will not apply to the extent that there has been misuse, accident, modification, unsuitable physical or operating environment, improper maintenance by customer or a third party, or failure or damage caused by a product for which the Company is not responsible.

Unless otherwise specified, the Company may provide Products and Services, non-Exafy Products, and Exafy Services without warranties of any kind. However, non-Exafy developers, suppliers, or publishers may provide their own warranties to You. Warranties, if any, for other Products and Services may be found in their license agreements.

Customer Warranties

You warrant that You will neither use the Websites and/or the App in a manner, nor share any Content, that:

is false or misleading;
is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack;
invades another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information;
promotes bigotry, racism, hatred or harm against any group or individual;
is obscene or not in good taste;
violates or infringes or promotes the violation or infringement of another’s rights, including intellectual property rights;
you do not have the right and authority to share and grant the necessary rights and licenses for;
violates or promotes the violation of any applicable laws or regulations;
contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or
contains any viruses, trojan horses, or other components designed to limit or harm the functionality of a computer.

The Company shall have the right to report You to the relevant authorities and shall have the right to act under the fullest extent of applicable laws if You transmit or upload content intended or designed to cause harm.