TERMS OF SERVICE

HOW THESE TERMS WORK

These Terms define and govern the Rakeen Services, Rakeen Platforms and other Rakeen Assets (each as hereinafter defined) that Rakeen offers to its clients in exchange for subscription and service fees (to be invoiced by Rakeen when applicable pursuant to these Terms;“Service Fees” ). The specific Platform Services, Professional Services, and Support Services which Rakeen has agreed to provide to Client (the “Services”), and applicable Service Fees in connection therewith, are established by and set forth in (i) the contents of Rakeen-issued documentation referencing these Terms and signed by the Parties(including but not limited to the Software as a Service/Cloud Services Agreement or any other contractual document, invoices, purchase orders, statements/scopes of work, proposals etc, as applicable) (each a “Services Attachment”); and (ii) Client’s choices made in the course of registering, selecting and submitting payment for Services. A Services Attachment may also specify limitations on Client’s use of the Services and/or a Rakeen Platform. In the event there is a conflict between these Terms and any other Services Attachment referencing these Terms, then the terms of such Services Attachment shall govern. By accessing or using the Rakeen Assets (as defined herein), you consent and agree to be bound by these Terms and all policies and guidelines Rakeen issues, including:

• Our Privacy Policy, available upon request (the “Privacy Policy”), which provides information on how we collect and use Client Data (as defined below)
• Any specific policies or guidelines which may apply to particular features or functions of the Website, the Rakeen Platforms, Services, and Rakeen Software and any other applicable acceptable use policies, content standards, or protocols agreed with your particular institution); and
• Any other agreement which you may have in place with Rakeen or our affiliates or subsidiaries (together “Rakeen Affiliates”) for products, services or otherwise

You understand that your use of the Services may involve or require the transmission of significant amounts of data. You are solely responsible for all data charges that may be charged by your wireless carrier or internet service provider or that may otherwise arise from your use of the Rakeen Services. BY REGISTERING, ACCESSING, DOWNLOADING, INSTALLING, EVALUATING, OR OTHERWISE USING THE RAKEEN ASSETS, CLIENT ACKNOWLEDGES AND AGREES THAT IT IS BOUND TO THESE TERMS OF SERVICE.

THE RAKEEN PLATFORMS

Rakeen develops, has rights to and licenses separate proprietary information technology solutions, systems and software that collectively (i) provide cybersecurity risk assessment, detection, and management tools, and (ii) form product service platforms (whether hosted by and/or accessed through Rakeen or any third-party hosting provider) for Rakeen’s processing and modification of content, including Client Data, to generate the Rakeen Analytics and on which various applications for interacting with the Client Data and Rakeen Analytics can operate and provide the services being made available for use by Client on the Rakeen Platforms via a browser interface (each product service platform is a “Rakeen Service” and collectively, the “Rakeen Services”; with any downloadable application, or mobile application, or other software provided by Rakeen (the “Rakeen Software” as further defined below), collectively referred to as the “Rakeen Assets”).

DEFINITIONS

• “this Agreement/the Agreement” means the “Terms” and the “Services Attachment” combined.
• “Authorized Users” means those employees, agents, subcontractors, and consultants of the Client authorized by the Client to use the Rakeen Assets, including a Rakeen Platform, pursuant to the rights granted to Client under these Terms.
• “Affiliated Entities” means those entities that are or become controlled, either directly or indirectly by Client but only so long as such entity remains controlled by Client and excluding any entity that becomes controlled by Client following the acquisition of beneficial ownership by one or more related persons of more than 50% of Client’s voting securities or following a sale, merger consolidation or other transfer of all or substantially all of Client’s business.
• “Beta Client” means a Client that has been granted rights under these Terms for the purpose of testing and providing input and other Feedback to Rakeen regarding a Rakeen Platform. A Client’s status as a Beta Client shall be noted on a Services Attachment.
• “Client Data” means all content or data a Client uploads, submits, or otherwise provides to a Rakeen Platform, or all content or data a Client causes a Rakeen Platform to process.
• “Documentation” means the manuals and all other documentation and materials, in electronic form or otherwise, relating to the Rakeen Software and Rakeen Platforms that are provided by Rakeen to Client.
• “Equipment” means a single computer or server onto which certain Rakeen Software will be installed.
• “Feedback” means Client suggestions, enhancement requests, and recommendations (individually and collectively) regarding a Rakeen Platform, Rakeen Software, and Rakeen Services.
• “Intellectual Property Rights” means copyrights, trademarks, service marks, trade names, trade dress, designs, trade secrets, patents, inventions, moral rights, contractual rights of non-disclosure, and any and all other intellectual property or proprietary rights, however arising, throughout the world, and including all applications and registrations for the foregoing, and all divisional, continuations, continuations-in-part, reissues, renewals, re-examination certificates, post-issuance certificates, revivals, and extensions thereof, and derivative works based thereon.
• “Personal Data” means information relating to a natural person who can be identified or who is identifiable, directly from the information in question, or who can be indirectly identified from that information in combination with other information. Examples of Personal Data include but are not limited to name, identification number, location data or online identifier, or pictures or images of the individual’s face or other identifying features.
• “Rakeen” means AL-TUHASIN AL-RUQMI Information Technology Company , a Saudi Arabian Limited Lability company with commercial registration number 1009121361, and registered fully paid-up capital of SAR 500,000.
• “Rakeen Analytics” means all information and data, including any Rakeen proprietary coding, metadata, information and other content, created by the Rakeen Platforms during the processing of Client Data to provide Client with analytics and insights.
• “Rakeen IP” means: (i) the Rakeen Platforms; (ii) the Rakeen Services; (iii) the Rakeen Assets; (iv) all data, content and materials that are owned, generated, collected or developed by Rakeen, or licensed to Rakeen independently of Client and these Terms, including data that can be processed and used via the Rakeen Assets; (v) all works of authorship, programs, code, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, business, templates, documents, materials, technology, software, source code, inventions, invention disclosures, website(s), modifications, updates, upgrades, enhancements and concepts (“Works”), any of which existed prior to the Effective Date of these Terms, whether created by or for Rakeen; (vi) any and all Works that are developed by Rakeen, jointly by Client and Rakeen, or by Client during the performance of the Services; (vii) all Rakeen Analytics (but excluding the Client Data from which the Rakeen Analytics are generated); (viii) all Works derived from the foregoing; (ix) all copyrights, copyright applications, patents, and patent applications resulting from or relating to the Works; (x) all trademarks, service marks, logos, design marks, certification marks, trade names, trade dress, common law rights (“Marks”) and all of the goodwill of the businesses associated with the Marks; (xi) all domain names, uniform resource locators, and social media handles; and (xii) any and all Intellectual Property Rights, including moral rights, in and to the foregoing throughout the world.
• “Rakeen Platforms” means the platforms which run the software programs and applications that power and implement the Rakeen Services and includes any of Rakeen’s proprietary product service offerings, inclusive of any and all updates and upgrades thereto.
• “Rakeen Software” means a single copy of software in executable object code as and to the extent provided to Client by Rakeen pursuant to a valid Services Attachment and licensed to Client subject to these Terms, together with the Documentation so provided, and any Software Upgrades obtained by Client pursuant to these Terms.
• “Software Upgrades” means all updates, upgrades, corrections, bug fixes, releases, improvements or enhancements made to the Rakeen Software in object code format only and made available generally to other licensees of the Rakeen Software.
• “Subscription Term” means the initial term for the subscription to the applicable Rakeen Platform, as specified on the applicable Services Attachment, and each subsequent renewal term (if any).

SERVICES, LICENSE GRANT & LIMITATIONS

Rakeen PlatformsSubject to receipt of payment in full from Client and Client’s compliance with these Terms, Rakeen hereby grants to Client a limited, non-exclusive, non-transferable, non-assignable subscription to the Rakeen Platforms for access to the Services identified on the applicable Services Attachment solely for the purpose of managing the ingestion, processing, storage, distribution and analysis of the Client Data in order to generate Rakeen Analytics for Client’s use. Rakeen shall make available to Client the Rakeen Platform identified on the applicable Services Attachment and such other incidental services, resources, technology, functions, upgrades, enhancements, and documentation as required for proper performance and usage thereof or generally made available in connection with the Rakeen Platforms (collectively, “Platform Services”) that are provided by Rakeen. Rakeen may in its sole discretion from time-to-time modify, change, enhance, correct or upgrade the Rakeen Platforms and the Platform Services; provided, however, that in no event will any such modifications prevent Client from accessing its Client Data.

Professional ServicesClient may request that Rakeen perform certain professional services including, general security consulting services ( “Professional Services”), as described in an applicable Services Attachment issued by Client and accepted by Rakeen. The Services Attachment shall set forth any work product and/or deliverables to be provided by Rakeen (“Deliverables” and each a“Deliverable” ));

Deliverable License GrantSubject to receipt of payment in full from Client and Client’s compliance with all of these Terms, Rakeen hereby grants to Client a limited, exclusive, non-sublicensable right to use any Deliverables, as set forth in any applicable Services Attachments.

Support Services Rakeen will provide to Client email support for the Rakeen Assets (“Support Services”). Support Services are available for the Rakeen Assets only in accordance with the standard support service practices of Rakeen as they may exist from time to time. Rakeen retains the right to change the availability of Support Services and all other conditions applicable to Support Services at any time in its sole and absolute discretion. A Rakeen Platform may be inaccessible from time to time to permit maintenance and updates.

Scope of Use Restrictions

• Client shall only use the Rakeen Assets and the Rakeen Services subject to these Terms and the applicable Services Attachment and solely for legitimate purposes pertaining to managing the ingestion, processing, storage, distribution and analysis of Client Data. All uses of the Rakeen Assets and Rakeen Services shall be in accordance with these Terms and applicable laws and government regulations. Client is responsible for each of its Authorized User’s compliance with these Terms and all applicable invoices. Client shall take all reasonable steps to prevent unauthorized use of, access to, copying of or disclosure of the Rakeen Platforms, Rakeen Software, the Rakeen Services and Rakeen IP, including the Rakeen Analytics. Client shall notify Rakeen promptly of any such unauthorized access or use, or actual or potential non-compliance with these Terms.
• If Client is designated as a Beta Client, Beta Client is being granted rights under these Terms for the purpose of testing and providing input and other Feedback to Rakeen regarding the Rakeen Platforms, application platform interfaces, the Services, and features. These Terms cover all products and services made available to Beta Client by Rakeen, including, without limitation, any product or service specifically identified by Rakeen as being in “Beta” or any similar stage of development. Rakeen retains sole and absolute discretion as to what, if any, products or services will be made available to Beta Client. Client acknowledges and agrees that so long as products or services are in “Beta” such products or services have not been finalized, are incomplete and may not be fully functional.
• Client shall not copy, modify, license, rent, sell, loan, lease, pledge, offer as security, transfer or assign any of the Rakeen IP (including the Rakeen Analytics), or any of Client’s rights, as provided in these Terms, to any other person, or use the Rakeen Services, the Rakeen Platforms, the Rakeen Software, or the Rakeen Analytics to directly or indirectly provide a time-sharing or subscription service to any third party or to function as a service bureau or application service provider or otherwise use any Rakeen IP for any commercial purpose or on behalf of any third party . Without limiting the foregoing, Client will retain all responsibility for the acts and omissions of Client employees and any related or unrelated party Client allows to access or use the Rakeen Services, the Rakeen Platforms, the Rakeen Analytics, or the Rakeen Assets or who is otherwise under Client’s reasonable control.
• Client shall not: (i) alter, suppress, remove or destroy any proprietary rights marks, notices, credits or legends in, on or displayed through the Rakeen Platforms or the Rakeen Software, including any authorized copies; (ii) modify, enhance, adapt, translate, or create derivative works of the Rakeen Software; (iii) transfer, distribute, assign, sublicense (other than to individual end users), rent, lease, export or sell the Rakeen Platforms or Rakeen Software; (iv) decompile, decrypt, disassemble, or reverse engineer the Rakeen Platforms or the Rakeen Software or otherwise attempt to discover the source code or structure, sequence and organization of the Rakeen Platforms or Rakeen Software; (v) make copies of the Rakeen Software other than a single copy for archival, testing, or backup purposes, (vi) develop, produce, make, market, offer for sale, sell, import or distribute any applications, products, systems or services that provide cybersecurity risk assessment, detection, and management tools; (vii) license to any third parties any (A) patents, (B) software, including without limitation, any source code, executable code, or object code, (C) technology or (D) any other intellectual property, for use in any applications, products, systems or services identified in subsection (vi); (viii) use any information obtained from the Rakeen Services, Rakeen Platforms, Rakeen Analytics, or the Rakeen Software in furtherance of the activities described in subsection (vi), either on its own account or for any other person, firm, company, government or entity, directly or indirectly (whether as a stockholder, partner, lender, consultant, agent, supplier, distributor or in any other relationship or capacity), or disclose any of that information to any third party; or (ix) export, re-export, transfer, or otherwise make available, whether directly or indirectly, any regulated item or information to anyone outside Saudi Arabia in connection with these Terms without first complying with all Saudi Arabia export control laws and regulations and those of any other country within whose jurisdiction Client operates or does business.
• Rakeen may investigate and prosecute violations of any of these Terms to the fullest extent permitted by applicable law, and where appropriate may involve and cooperate with law enforcement authorities in prosecuting users who violate these terms and conditions.

CLIENT REPRESENTATIONS

Client represents and warrants that: (1) all registration and payment information Client provides to Rakeen shall be true, accurate, current, and complete; (2) Client shall promptly update such registration and payment information as necessary. If Client provides any registration or payment information that is untrue, inaccurate, not current, or incomplete, Rakeen shall have the right to terminate Client’s access to the Rakeen Assets. Client further represents and warrants to provide the Rakeen with reasonable cooperation, assistance, information, and access as may be necessary, as determined by Rakeen, to provide Service(s).

AUTHORIZED USER IDENTIFICATION

Client shall identify and authenticate all Authorized Users and shall be solely responsible for the acts and omissions of its Authorized Users as if they were the acts and omissions of Client, and shall also be solely responsible for removing any user from the Authorized Users in the event of resignation, dismissal, violation of or non-compliance with these Terms by such user. Client is solely responsible for all Authorized Users’ compliance with these Terms and all applicable laws and regulations. Upon Rakeen’s written request, Client shall provide a list of all Client’s Authorized Users. Client shall notify Rakeen in advance (no less than 72 hours) for any update that Client wishes to make on the list of the Authorized Users.

DATA RIGHTS

Client’s Data RightsClient shall possess and retain all right, title and interest in and to Client Data. Client is and shall be responsible for the accuracy, quality and legality of Client Data and the means by which Client acquired Client Data. Client represents and warrants that: (i) the Client Data does not and will not infringe, violate, or misappropriate any valid and enforceable Intellectual Property Rights of any third party; (ii) the Client Data does not and will not contain any content that is offensive, vulgar, obscene or illegal; and (iii) with respect to any third party data, content and materials contained therein or otherwise delivered to Rakeen by Client, Client has obtained the right to (x) use the same as set forth and in compliance with these Terms, and (y) grant Rakeen the use of and rights to such materials as set forth in these Terms such that Rakeen’s use thereof in compliance with these Terms will not infringe the Intellectual Property Rights of any third party. IN ALL CASES, THE CLIENT IS RESPONSIBLE FOR OBTAINING ALL NECESSARY CONSENTS IN RELATION TO UPLOADED CLIENT DATA. CLIENT AGREES TO, AND SHALL, INDEMNIFY RAKEEN AND OUR AFFILIATES AGAINST ANY BREACH BY CLIENT OF ANY PROVISION OF THIS DATA RIGHTS SECTION.

Personal DataTo the extent that Client Data includes Personal Data, Client hereby acknowledges and represents that all required consents to collect and process such Personal Data are obtained, and expressly grants Rakeen the right to process such Personal Data for purposes of performing Rakeen Services and creating Rakeen Analytics in accordance with Art. 27 of the Personal Data Protection Law (“PDPL”). Rakeen will limit the access to the Personal Data to the minimum required number of its employees and will destroy the Personal Data once it is no longer necessary for the purpose for which it was processed in accordance with the requirements of Art. 18 of the PDPL.

Rakeen’s Aggregated Data and Operational Data Rights Client grants to Rakeen a worldwide, non-exclusive, fully paid up, royalty free license to use, reproduce, distribute and prepare derivatives of the Client Data for purposes of performing the Rakeen Services and creating Rakeen Analytics. Except as otherwise expressly allowed in these Terms, Rakeen shall not use, distribute, sell, sublicense or disclose any Client Data, other than as included in the Rakeen Analytics without written authorization of Client. Notwithstanding the foregoing, Client understands that Rakeen may use, retain, and publish certain elements of Client Data generated by the use of the Rakeen Platforms by Clients provided that such elements of Client Data are anonymized such that they do not and cannot be reverse engineered to identify Client or any individual, or anonymized and aggregated with similar data from other Rakeen Clients (“Aggregated Data”) to provide data analytics to Clients. Further, Client understands and agrees that Rakeen may use information generated by the Rakeen Services, excluding any information that is identifiable to Client or any individual, which is required to maintain, extend, improve and support the Rakeen Services and to address any performance or other issues that arise out of the Rakeen Services (“Operational Data”). Operational Data includes, without limitation, information relating to system installation and configuration, usage volume, load handling, system analytics and software and system performance. Client hereby grants to Rakeen a perpetual, irrevocable, royalty free license to use the Aggregated Data and the Operational Data for the purposes described herein; provided that Rakeen will not and will not permit any third party to disaggregate the Aggregated Data from the data of other Clients or otherwise to use the Aggregated Data to re-identify Client or any individuals.

Client Data Deletion Subject to Rakeen’s Aggregated and Operational Data Rights, Client Data will be deleted upon termination of the Services; during the Services, Client has the ability to delete any and all of the Client Data. Notwithstanding the foregoing, Rakeen may disclose Client Data as required by applicable law or by proper legal or governmental demand and reasonably cooperate with Client in any effort to seek a protective order or otherwise contest such required disclosure, at Client’s expense.

CLIENT ACKNOWLEDGMENT

Client understands that certain Rakeen Services (i) are not available for all systems, or (ii) may require Client to grant Rakeen permission to access Client’s system for proper operation of the Service. CLIENT UNDERSTANDS AND AGREES THAT IT IS SOLELY RESPONSIBLE TO ENSURE THAT THE SERVICES ARE COMPATIBLE WITH ITS SYSTEMS AND HARDWARE AND CLIENT ALSO EXPRESSLY ACKNOWLEDGES THAT THE USE OF CERTAIN RAKEEN SERVICES MAY NEGATIVELY IMPACT THE PERFORMANCE OR AVAILABILITY OF CLIENT’S SYSTEM AND RAKEEN BEARS NO LIABILITY WHATSOEVER IN THIS REGARD.

OWNERSHIP OF INTELLECTUAL PROPERTY

Rakeen has created, developed and maintained the Rakeen Assets, including the Rakeen IP, at great expense of time and money. Client expressly acknowledges that misappropriation or unauthorized use by others for commercial gain would unfairly or irreparably harm Rakeen. Client further expressly acknowledges that Rakeen shall solely retain all Intellectual Property Rights throughout the world in and to the Rakeen IP and all of its derivative works and improvements, including, without limitation, all derivative works, modifications, amendments, and improvements to the Rakeen Services, the Rakeen Platforms, the Rakeen Software, and the Rakeen Assets, and all materials that result from the Rakeen Services. No right, title or interest is granted or otherwise transferred to Client in or to the Rakeen IP or related materials except as expressly set forth by these Terms. Client agrees that it shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Rakeen Assets. Notwithstanding the above, certain Rakeen Platforms may contain third-party technology or intellectual property that is subject to a third-party license. Client acknowledges that use of the Rakeen Assets shall not give it (1) ownership rights to any third-party technology or third-party intellectual property; or (2) any rights to use any third-party technology or intellectual property independent of its subscription to the Rakeen Platform(s). The Rakeen Platforms may contain open source software that is governed by specific licenses such as the General Public License, the lesser General Public License, or similar licenses (each an “Open Source License”). To the extent that any of these Terms or Documentation contradict any applicable Open Source License, the terms of the Open Source License shall govern. The use and distribution of any open source software contained in the product is exclusively governed by the respective Open Source License. Any open source software provided with or contained in the Product is provided “AS IS” and without any warranty of any kind.

TRADEMARKS

Client shall not use Rakeen’s name and all related names, logos, product and service names, designs, and slogans without the prior written permission of Rakeen.

SUSPENSION OR MODIFICATION OF SERVICE

Rakeen may modify the Rakeen Services at any time, with or without prior notice to Client and Client agrees that Rakeen shall not be liable to Client or any third party for any service interruptions or degradation due to such modifications. Client agrees that the Services may be inaccessible from time to time to permit Rakeen’s maintenance operations and to deliver enhancements and/or updates to the Rakeen Services. Rakeen shall endeavor to provide notice of such activities, however, Rakeen provides no assurance that Client will receive advance notification or that the Services will be uninterrupted or error-free. CLIENT AGREES THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE RAKEEN SERVICES, INCLUDING CLIENT NETWORKS, OR TO TRANSMIT INFORMATION, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF THE RAKEEN PLATFORMS. RAKEEN SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF CLIENT’S ACCESS TO OR USE OF THE RAKEEN SERVICES OR THE IMPACT SUCH INTERFERENCE OR PREVENTION MAY HAVE ON RAKEEN’S ABILITY TO PERFORM THE SERVICES.

SECURITY

Rakeen shall take all reasonable measures to prevent unauthorized access to the Client Data used in connection with the Services, including without limitation, reasonable encryption technology, and Rakeen shall use at least the same security measures it uses to protect its own proprietary information. Rakeen shall notify Client of any known security breaches without unnecessary delay. Rakeen is not responsible if Client makes changes to default security settings which allow access to Client Data or unauthorized access, breach of firewalls or other In the course of accessing and/or utilizing the Services or Rakeen Assets, Client may create an account with Rakeen. In such event, Client agrees, represents and warrants as follows: (i) Client is responsible for maintaining the confidentiality of Client’s account and password, including but not limited to the restriction of access to Client computers and/or accounts; (ii) Client must adopt secure ID and strong passwords in relation to the access to the Services in line with any possible instructions provided by the Service Provider; (iii) Client is responsible for any and all activities or actions that occur under Client’s account and/or password, whether such password is with the Services or a third-party service; and (iii) Client will notify Rakeen immediately upon becoming aware of any breach of security or unauthorized use of Client’s account.

SUBSCRIPTION TERM AND RENEWALS

By executing a Services Attachment for purchase of access to a Rakeen Platform, Client is agreeing to pay the applicable fees, as listed on the Services Attachment, for the entire Subscription Term. Client cannot cancel or terminate a Subscription Term. If no subscription start date is specified on the applicable Services Attachment, the subscription starts when Client first obtains access to the applicable Rakeen Platform. Each Subscription Term will automatically renew for additional successive twelve-month periods unless: (i) otherwise stated on the applicable Services Attachment; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal will be at Rakeen’s then-applicable rates.

FEES, TAXES, & EXPENSES

Unless otherwise specified in a Services Attachment, all Service Fees due to Rakeen under these Terms shall be due and payable within 30 days of receipt of invoice. Service Fees are exclusive of any taxes such as Value Added Tax (VAT) which, where applicable, shall be charged in addition to the Service Fees in accordance with the relevant regulations in force at the time of making the relevant taxable services and shall be paid by Client against receipt from Rakeen of a valid tax invoice in respect thereof. Disputes over Service Fees must be submitted to Rakeen in writing on or before the date the Service Fees become due, otherwise Client waives dispute rights and all payments are non-refundable.

TERMINATION OF USE

Rakeen reserves the right to suspend or end the Rakeen Services at any time at its reasonable discretion and without a prior notice and without a need to a court verdict or any other formalities. For example, Rakeen may suspend or terminate a Client’s use of the Services if it violates or does not comply with any of these Terms, the Services Attachment, or uses the Rakeen Services in a manner that would cause Rakeen legal liability, disrupt the Rakeen Services, or disrupt other Clients’ use of the Rakeen Services. Client agrees that Rakeen will not be liable to Client or any third-party for any damages, losses, or claims arising out of or in connection with the termination of the Services or limitation of Client access to, or use of the Website, the Rakeen Platforms, the Rakeen Assets, the Rakeen Services, the Rakeen IP (including the Rakeen Analytics) or Aggregated Data.

CONFIDENTIAL INFORMATION

As used herein, the term “Confidential Information” shall mean all non-public information disclosed by a party hereunder (the “Disclosing Party”), whether written or oral, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes but is not limited to strategic plans, research methods, personnel data, projects, plans, Client lists, strategies, processes, methods and other non-public information. A party receiving Confidential Information (“Receiving Party”) shall not directly or indirectly, at any time, without the prior written consent of the Disclosing Party, use or disclose the Confidential Information or any part thereof in a manner detrimental to the Disclosing Party or for any use other than necessary for the performance of the Receiving Party’s obligations under these Terms. The term Confidential Information does not include information which: (i) has been or becomes publicly available without breach of an agreement regarding its confidentiality; (ii) Receiving Party properly possesses prior to disclosure hereunder; (iii) is lawfully received from a third-party having rights therein without restriction; or (iv) is independently developed by the Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Confidential Information. The confidentiality obligations hereunder shall not apply to the extent that disclosure is required pursuant to a requirement of a governmental entity or by law. If Receiving Party is requested by a court, governmental entity or other third-party to disclose any Confidential Information, it will promptly notify Disclosing Party to permit Disclosing Party to seek a protective order or take other appropriate action, and will assist in such activities. Receiving Party shall only disclose the part of the Confidential Information as is required by law to be disclosed and Receiving Party will use its best efforts to obtain confidential treatment therefor.

Receiving Party acknowledges that the Confidential Information is the exclusive property of and belongs solely to the Disclosing Party and shall not claim otherwise for any purpose. Except as may be expressly contemplated by these Terms and subject to continued compliance with its terms for so long as retained, Receiving Party agrees to return to the Disclosing Party, destroy and/or permanently delete, at Disclosing Party's discretion, all Confidential Information (including all copies thereof and all materials created based on Confidential Information) promptly following (i) the Disclosing Party’s request or (ii) within thirty (30) days following termination of these Terms, and certify such in writing. In addition to any other rights and remedies hereunder or at law, Receiving Party acknowledges and agrees that due to the nature of the Confidential Information its confidentiality obligations to Disclosing Party hereunder are of a unique character and agrees that any breach of such obligations may result in irreparable and continuing damage to Disclosing Party for which there may be no adequate remedy in damages and relating to which Disclosing Party will be authorized and entitled to seek injunctive relief, without the necessity of posting a bond or other security, even if otherwise normally required. A Party’s confidentiality obligations under these Terms shall continue to have full force and effect indefinitely until the Confidential Information is no longer confidential

WARRANTIES; DISCLAIMER

Rakeen makes no warranty of any kind to Client or any third party with respect to any third party software used by Client in conjunction with the Rakeen Assets and shall have no responsibility or liability with respect thereto. All licenses and costs with respect to any third party software used by Client in conjunction with the Rakeen Assets, and all integration and use of and problems caused by or resulting from any such third-party software, are the sole and Neither Rakeen, nor its Affiliates, nor its Partners, have any liability to Client (whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise) based on any claim that the Rakeen Services, Rakeen Platforms, Rakeen Assets, Rakeen IP (including the Rakeen Analytics), or Aggregated Data are inaccurate, incomplete or incorrect. The Rakeen Services, Rakeen Platforms, Rakeen Assets, Rakeen IP (including the Rakeen Analytics) or Aggregated Data may include contributions from third parties such as other Clients, or other commercial sources or their respective affiliates (togetherPartners ) RAKEEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE QUALITY, CONTENT, COMPLETENESS, OR ACCURACY ASSOCIATED WITH PRODUCTS, SERVICES, OR INFORMATION PROVIDED BY A THIRD-PARTY RECEIVED BY CLIENT THROUGH OR AS A RESULT OF THE USE OF THE RAKEEN SERVICES, RAKEEN PLATFORMS, RAKEEN ASSETS, OR RAKEEN IP (INCLUDING THE RAKEEN ANALYTICS). EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE RAKEEN PLATFORMS, RAKEEN ASSETS, RAKEEN SOFTWARE, RAKEEN IP (INCLUDING THE RAKEEN ANALYTICS), DELIVERABLES, OR AGGREGATED DATA ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” RAKEEN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE RAKEEN SERVICES, THE RAKEEN PLATFORMS, RAKEEN ASSETS, RAKEEN IP (INCLUDING THE RAKEEN ANALYTICS), OR AGGREGATED DATA FOR A PARTICULAR PURPOSE; (B) NONINFRINGEMENT; (C) ANY BENEFITS TO CLIENT FROM USE OF THE RAKEEN SERVICES; OR (D) THAT THE RAKEEN PLATFORMS, RAKEEN ASSETS, RAKEEN IP (INCLUDING THE RAKEEN ANALYTICS), OR AGGREGATED DATA (X) WILL BE SECURE, ERROR-FREE, ALWAYS AVAILABLE, OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION, OR (Y) WILL NOT ADVERSELY AFFECT THE OPERATION OF CLIENT’S SYSTEM.

INDEMNITY

Client agrees to indemnify, defend and hold harmless Rakeen and its Affiliates, and its respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, and partners) from all losses, claims, causes of actions and all damages, costs and expenses (including reasonable legal costs) arising from any:

• allegation of infringement of any third party intellectual property rights based on:
  • use of application code with, or modifications to, the Rakeen Services or Rakeen Assets developed by or for Client,
  • use of any other software or hardware that is used in conjunction with the Rakeen Services or Rakeen Assets,
  • use of the Rakeen Assets or Rakeen Services not in conformance with the Documentation, specifications or the requirements of these Terms,
• unauthorized use of the Rakeen Services or Rakeen Assets by Client, or
• breach of or non-compliance with any provision of these Terms or the Services Attachment by Client, including but not limited to any failure or delay by Client to obtain any consent necessary for Client to provide the Client Data to Rakeen.

LIMITATION OF LIABILITY

RAKEEN SHALL NOT BE RESPONSIBLE TO CLIENT RELATING TO CLIENT’S USE OF THE RAKEEN ANALYTICS, AGGREGATED DATA, DELIVERABLES, OR ANY SERVICES. RAKEEN SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY TECHNICAL MALFUNCTION, TELECOMMUNICATION OR INTERNET OUTAGES OR PROBLEMS, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION OR ANY DATE BEYOND RAKEEN'S CONTROL. IN NO EVENT SHALL RAKEEN BE LIABLE TO CLIENT FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND EVEN IF SUCH PARTY IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND RAKEEN’S AGGREGATE LIABILITY FOR DAMAGES UNDER THESE TERMS SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL SUM PAYABLE BY CLIENT TO RAKEEN DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

ASSIGNMENT

• Client acknowledge and agrees that Rakeen may at any time assign, sub-contract, transfer, charge, or deal in any other manner with any or all of its rights or obligations under these Terms and the Services Attachment to/with a third party. In the event of subcontracting, the subcontractor: (i) shall be bound by similar obligations set forth in these Terms and the relevant Services Attachment, and (ii) shall have some of the rights set forth in these Terms and the relevant Services Attachment to the extent that such rights are necessary to provide the subcontracted Services.
• Client may not assign, transfer, sub-license, charge or deal in any other manner with any or all of its rights or obligations under these Terms or a Services Attachment issued under these Terms (including the license rights granted), in whole or in part without Rakeen’s prior written consent, which shall not be unreasonably withheld. Subject to the foregoing, these Terms are binding upon and inure to the benefit of the Parties hereto and their successor’s and permitted assignees.

RAKEEN’S AUDIT RIGHTS

Rakeen may audit Client’s use of the Rakeen Services and/or Rakeen Assets to confirm Client’s compliance with these Terms. Rakeen shall pay its expenses in conducting any audit unless such audit or inspection reveals a breach by Client under these Terms, in which case Client will be responsible for paying for the costs of the audit. Any such audit will be conducted during regular business hours at Client’s facilities and will not unreasonably interfere with Client’s business activities. Client shall cooperate with Rakeen in such audit, and provide reasonable assistance and access to information.

DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, without regard to conflict of law principles. Any dispute arising from or in connection with this Agreement (including a dispute relating to the existence, validity, breach or termination of this Agreement or the consequences of its nullity) or any non-contractual obligation arising out of or in connection with this Agreement (each, a “Dispute”) shall first be attempted to be resolved amicably by the Parties through either Party referring the Dispute by notice for resolution to, in the case of Rakeen, its Chief Executive Officer or (at Rakeen’s choice) its Vice President responsible for services in the region of the Client and in the case of the Client, to its Chief Information Officer or another senior officer as determined by the Client (the “Senior Executives”). As soon as reasonably practicable after the notice, the Senior Executives shall meet in person, and each use their commercially reasonable endeavours in good faith to resolve the Dispute as soon as reasonably practicable. If the Dispute is not resolved by the Senior Executives within a period of thirty (30) days (or such longer period as they may agree) from the date of the aforementioned notice, either Party may exclusively refer the Dispute to be settled by arbitration administered by the Saudi Centre for Commercial Arbitration (SCCA) in accordance with its Arbitration Rules.

WAIVER

Waiver of a breach is not waiver of other or later breaches, and the failure or delay of either party to enforce any rights or term or condition of these Terms shall not constitute a waiver of either party’s right to enforce each and every term and condition of these Terms.

FORCE MAJEURE

Except for the obligation to pay sums due hereunder, the obligations of a Party shall be abated and such Party shall have no liability to the other Party for so long as, and to the extent that, its performance is prevented by a cause or event over which it does not have direct control, including, but not limited to: (a) failure of electronic or mechanical equipment or communication lines that is not caused by the obligated Party, (b) severe weather, earthquakes, or natural disasters; (c) strikes or other labor problems, wars (declared or undeclared), acts of terror or civil unrest, pandemic or governmental restrictions. The Party claiming the abatement of obligations hereunder shall reasonably notify the other of the cause or event giving rise to such claim and shall take reasonable steps to limit the effect and duration of such cause or event. Should a Force Majeure Event extend for greater than sixty (60) days, the non-affected party shall have a right to terminate these Terms upon written notice.

RELIANCE ON INFORMATION POSTED ON WEBSITE

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or user of the Rakeen Platforms.

SEVERABILITY

If any Clause of these Terms of Service is determined by any authority of competent jurisdiction to be unlawful and/or unenforceable, such Clause shall be severed and shall not affect the rest of the Clauses of these Terms of Service, which shall continue to govern in full force and effect.

CHANGES TO THE TERMS

Rakeen has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time. If we exercise this right the “Last Updated” notice at the top of these Terms will be amended to reflect the last date of such changes. Changes will be effective as of the date the changes to these Terms are made publicly available on the Website. If you have provided us with your email and provided you have not opted out of receiving electronic communications from us, we may provide you with notification of any changes to these Terms which, in our sole discretion, materially alter your rights or obligations in accessing and using the Services. It is your responsibility to check the Terms each time you access the Website, Rakeen Platforms, or Rakeen Services to determine whether any changes have been made, including by checking the “Last Updated” date at the top of these Terms. If any change to these Terms is not acceptable to you, you must discontinue your use of the Rakeen Services immediately. Your continued use of Rakeen Services after any such changes are posted will constitute acceptance of those changes. These Terms shall apply exclusively to your use and access to the Rakeen Services and do not alter the terms or conditions of any other agreement you may have with us.

CONTACTING RAKEEN

If you have any questions about these Terms, the Website, the Rakeen Services, Rakeen Platforms, Rakeen Assets, Rakeen IP (including the Rakeen Analytics), please contact us atEmail: info@rakeen.com