This SAAL Online Subscription Agreement for APIs as described in the Contract Details and is between the Customer named in the Contract Details ("you" or "your"), and SAAL Operating Systems– Sole Proprietorship LLC ("SAAL", "we", "us", or "our"). It consists of the terms and conditions below and the Contract Details for your Subscription or renewal (together, the "agreement"). 
1. Use of Online Services.
a. Right to use. We grant you the right to access and use the Online Services in your business and to provide the Online Services to your own clients and authorized End Users, as further described in this agreement. We reserve all other rights.
b. Acceptable Use Policy. 
(i) You may use the Online Services only in accordance with this agreement. You warrant, represent and undertake that you shall not, directly or indirectly, copy or create derivative, modify: codes or algorithms; features; or functionality, analyse or remove codes or algorithms,  reverse engineer or attempt reverse engineer or derive codes or algorithms or techniques or processes, decompile, disassemble, or work around technical limitations in the Online Services. 
(ii) You may only access the Services through the interfaces that we provide for that purpose (for example, you may not “scrape” the Services through automated means or “frame” any part of our Services), and you may not interfere or attempt to disrupt our Services.
(iv) You may not rent, lease, lend, resell, transfer, or host the Online Services, or any portion thereof, to or for third parties except as expressly permitted in this agreement.
(v) Neither Customer, nor those that access an Online Service through Customer, may use an Online Service:
•	in a way prohibited by law, regulation, governmental order or decree;
•	to violate the rights of others;
•	to try to gain unauthorized access to or disrupt any service, device, data, account or network;
•	to spam or distribute malware;
•	in a way that could harm the Online Service or impair anyone else’s use of it;
•	in any application or situation where failure of the Online Service could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage; or
•	to assist or encourage anyone to do any of the above.
Violation of the Acceptable Use Policy in this section may result in suspension of the Online Service. SAAL will suspend the Online Service only to the extent reasonably necessary. Unless SAAL believes an immediate suspension is required, SAAL will provide reasonable notice before suspending an Online Service.
c. End Users. You control access by End Users, and you are responsible for their use of the Online Service(s) in accordance with this agreement. For example, you will ensure End Users comply with the Acceptable Use Policy.
d. Customer Data. You are solely responsible for the content of all Customer Data provided by you under this agreement. SAAL does not and will not assume any obligations with respect to Customer Data or to your use of the Online Service(s) and you represent and warrant that you shall maintain and handle all Customer Data in accordance with good industry practice privacy and security measures adequate to preserve the confidentiality and security of all Customer Data in accordance with all applicable privacy laws and regulations. 
e. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
f. Content
(i) We will make available existing Content from our repository which relates to the Online Services.
(ii) The frequency of updating the Content shall be mutually agreed between you and us.
f. Third Parties.  You are responsible for the third party’s use of Online Services in accordance with the terms of this agreement. 
g. Administrator Assumption of Control. If you use an email address provided by an organization you are affiliated with (e.g. an employer) to order an Online Service individually, you represent that you have authority to use that organization’s domain to sign up for a Subscription in your capacity as a member of that organization. The organization, as the owner of the domain associated with your email address, may assume control over and manage your use of the Online Services. In such a case, your organization’s designated administrator (your "admin") may (i) control and administer your account, including modifying and terminating your access and (ii) access and process your data, including the contents of your communications and files. SAAL may inform you that your organization has assumed control of the Online Services covered by your Subscription, but SAAL is under no obligation to provide such notice. If your organization is administering your use of the Online Services or managing the tenant associated with your Subscription, direct your data subject requests and privacy inquiries to your administrator. If your organization is not administering your use of the Online Service or managing such tenant, direct your data subject requests and privacy inquiries to SAAL.
h. Shared Directory Data. When you order an Online Service using an email address with a domain provided by an organization you are affiliated with (e.g. an employer), the Online Service adds you to a directory of users that share the same email domain. Your directory data (name, date of signup, and email address) may be visible to other users of Online Services within your organization’s email domain.
i. Additional Software for use with the Online Services. To enable optimal access to and use of certain Online Services, you may install and use certain Software in connection with your use of the Online Service as described in the Online Services Terms. We license Software to you; we do not sell it. Proof of your Software license is (1) this agreement, (2) any order confirmation, and (3) proof of payment. Your rights to access Software on any device do not give you any right to implement SAAL patents or other SAAL intellectual property in software or devices that access that device.
2. Commitment.
You commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront. With respect to Online Services, additional or other usage (for example, usage beyond your commitment quantity) may incur additional charges.
a. Ordering.
(i) By ordering or renewing a Subscription, you agree to the Contract Details for that Subscription. Unless otherwise specified in those Contract Details, Online Services are offered on an "as available" basis. You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the Subscription, but Affiliates may not place orders under this agreement. You also may assign the rights granted under Section 1.a. to a third party for use by that third party in your internal business. If you grant any rights to Affiliates or third parties with respect to Software or your Subscription, such Affiliates or third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such Affiliates or third parties related to their use of the Online Services.
(ii) Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. 
b. Pricing and payment. Payments are due and must be made according to the Contract Details for your Subscription. The price level may be based on the quantity of Online Services you ordered. Some offers may permit you to increase the quantity of Online Services ordered during the Term and your price level may be adjusted accordingly. All prices are subject to change at the beginning of any Subscription renewal.
c. Renewal. Upon renewal of your Subscription, this agreement will terminate, and your Subscription will thereafter be governed, by the then current terms and conditions on the date on which your Subscription is renewed (the "Renewal Terms"). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.
d. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law.
3. Term, termination, and suspension.
a. Agreement term and termination. This agreement will remain in effect until the expiration or termination whichever is earliest.
b. Subscription termination. 
Either you or we may terminate this agreement with immediate effect by giving written notice to the other party if:
I.	the other commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
II.	the other 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), 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.
c. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement.
For all other Subscriptions, a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 20 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 10 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. 
4. Third-Party Components
You acknowledge that the Online Services contain Third-Party Components, which are works or materials protected by third party rights. These works or materials are, in particular, computer programs and graphic works in electronic form, as referenced in Schedule 1. You acknowledge that the use of Third-Party Components is governed by license arrangements with third parties having rights to these Third-Party Components. You hereby acknowledges and confirms that SAAL provided you with license conditions of open-source software used within the Online Services, and that the you have reviewed and understands those license conditions and agrees that your use of the Online Services is subject to such content. You acknowledge and agree the Third-Party Components are provided on a "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. 
5. Disclaimer of Warranties.
ALL ASPECTS OF THE ONLINE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO NO WARRANTY REGARDING AVAILABILITY OR UPTIME FOR THE ONLINE SERVICES, TO THE FULLEST EXTENT PERMITTED BY LAW, AND SAAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SAAL DOES NOT WARRANT THAT THE ONLINE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, ACCURATE, UNINTERUPTED, THAT ANY DEFECTS WILL BE CORRECTED, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM SAAL OR THROUGH THE ONLINE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
6. Defense of claims.
a. Defense.
(i) We will defend you against any claims made by an unaffiliated third party that an Online Service(s) infringes that third party’s patent, copyright or trademark or makes unlawful use of its trade secret.
(ii) You will defend us against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution or Content provided by your Non-SAAL product(s), or services you provide, directly or indirectly, in using the Online Services infringes a third party’s patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from violation of the Acceptable Use Policy.
b. Limitations. Our obligations in Section 6.a. will not apply to a claim or award based on: (i) any Customer Solution, Customer Data, Content provided by you, Non-SAAL Product(s)s, modifications you make to the Online Services, or services or materials you provide or make available as part of using the Online Services; (ii) your combination of the Online Services with, or damages based upon the value of, Customer Data or a Non-SAAL Product(s), data, or business process; (iii) your use of a SAAL trademark without our express written consent, or your use of the Online Services after we notify you to stop due to a third-party claim; (iv) your redistribution of the Online Services to, or use for the benefit of, any unaffiliated third party except your authorized End Users.
c. Remedies. If we reasonably believe that a claim under Section 6.a.(i). may bar your use of the Online Services, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the Online Services If these options are not commercially reasonable, you or we may terminate this agreement and then refund any advance payments for unused Subscription rights.
d. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defense and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties’ respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 6 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
7. Limitation of liability.
a. Limitation. The aggregate liability of SAAL for all claims under this agreement is limited to the amount paid under this agreement for the Online Service during the past six (6) months before the cause of action arose; provided, that in no event will a SAAL’s aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. 
b. EXCLUSION. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will SAAL, or its Affiliates, officers, directors, employees, agents, or suppliers be liable to you or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by your or any third party in connection with this agreement, regardless of whether SAAL has been advised of the possibility or could have foreseen such damages.
c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to violation of the other's intellectual property or confidentiality rights.
d. Liability for death or personal injury. Nothing in this Agreement shall exclude liability for death or personal injury caused by negligence or liability for fraudulent misrepresentation.
8. Miscellaneous.
a. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to SAAL must be sent to the following address:
SAAL Operating Systems – Sole Proprietorship LLC
CI Tower, 12th Floor, Abu Dhabi
Email: sohail@saal.ai
Attention: Chief Operations Officer
Notices to you will be sent to the address that you identify on your account as your contact for notices. SAAL may send notices and other information to you by email or other electronic form.
b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without SAAL’s consent.
d. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
e. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
f. No agency. This agreement does not create an agency, partnership, or joint venture.
g. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
h. Applicable law and venue. This agreement is governed by the laws of England and Wales and subject to the exclusive jurisdiction of Abu Dhabi Global Market (ADGM).
i. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this SAAL Online Subscription Agreement, (2) the applicable Contract Details, and (3) any other documents in this agreement.
j. Survival. The terms in Sections 1, 2.b., 4, 5, 6, 7, 8 and 9 will survive termination or expiration of this agreement.
k. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), pandemics, acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
9. Definitions.
Any reference in this agreement to "day" will be a calendar day.
"Acceptable Use Policy" is set forth in Section 1.b..
"Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.
“Content” means a document containing a list of questions, answers, and supporting metadata as necessary to maintain the quality of the Online Services. 
"Contract Details" means the pricing and related terms applicable to a Subscription offer, as set-out on page 1 of this Agreement.
"Customer Data" means all data, including all text, sound, video, or image files, and software, that are provided to SAAL by, or on behalf of, Customer through use of the Online Service.
"Customer Solution" means an application or any set of applications that adds primary and significant functionality to the Online Services and that is not primarily a substitute for the Online Services.
"End User" means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.
"Non-SAAL Product(s)" is defined in the Online Services Terms.
"Online Services" means any of the SAAL-hosted services to which you subscribe under this agreement.
"Software" means SAAL software part of your Subscription or to use with the Online Service to enable certain functionality.
"Subscription" means an enrollment for Online Services for a defined Term as specified on the Contract Details. You may purchase multiple Subscriptions, which may be administered separately, and which will be governed by the terms of a separate SAAL Online Subscription Agreement.
"Term" means the duration of a Subscription as identified in the Contract Details and subject to renewal.
“Third Party Components” means the third party software identified under Schedule 1.


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