Terms of Use

 

Last Updated: 14 September 2023

 

These Terms of Service ("Terms") govern your use of the services available on www.prophero.net, and all related websites and mobile applications (collectively, "Services"). The Services are provided by PROPHERO - FZCO (“PropHero”, “we”, “us”).

 

These Terms are effective between you and us as of the date when you start using the Services or the date you accept these Terms, whichever is earlier.

 

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Content" means information developed or obtained by PropHero or via third party content providers and made available to you through the Services or pursuant to an Order Form.

"Contract" means the Order Form, these Terms, and the DPA, together.

"Customisations" means any such bespoke customisations as we may, in our sole discretion, provide you with in addition to the Services. Any such customisations offered will be set out in a separate Order Form to the Services.

"Data" means electronic data and information submitted by you, excluding content and non-PropHero applications.

"Data Protection Agreement" hereinafter "DPA" shall be a reference to the document found at the following link and made a part of these Terms pursuant to clause 14.2. herein.

"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

"Order Form" means an ordering document or subscription order form, in physical or online form, specifying the Services and any Customisations to be provided hereunder by PropHero, that is entered into between you and us.

"Services" means the services available on www.prophero.net, and all related websites and mobile applications.

"PropHero CRM for Brokers and Agents" means the services designed for brokers and agents.

"Start Date" shall mean the date provided on the Order Form outlining when the Contract shall commence.

"Term" shall have the meaning provided in clause 12.1.2. herein.

"User" means an individual who is authorized and permitted to use a Service, as an owner, operator, or authorized employee, who is subject to these Terms hereto. All Users will be accessing the Services through an account, purchased as a subscription, and to whom you (or, when applicable, us at your request) have supplied a User identification and password (for the Services utilizing authentication). Users may include, for example, your employees, consultants, contractors and agents, and third parties with which you transact business. You are responsible that any party using your account or subscription is aware of and abides by all the provisions to the Terms hereto.

"we", "us", "our", or "PropHero" means PROPHERO - FZCO and its employees, officers, agents, affiliates, or assigned parties.

"you", "your", or "Client" means you, a User, the company or other legal entity for which you are accepting these Terms, and Affiliates of that company or entity, which use the Services.

 

2. CONTRACT

                2.1.        Acceptance. You acknowledge and agree that you have read, understood and agree to all the terms of the Contract when submitting the Order Form as follows:

                            2.1.1.        by placing your electronic signature on the Order Form; or

                            2.1.2.        by signing a hard copy of the Order Form.

                2.2.        Authorization. If you are entering into the Contract on behalf of a company or any other legal person you warrant and represent you are authorised to enter into the Contract.

                2.3.        Contracted Parties. The Contract shall be between us and you and does not extend to cover any company or other legal person affiliated to you (including a subsidiary). No other company or legal person may use the Services under this Contract and must enter into a separate Contract with us.

                2.4.        Conflict of Terms. In the event of any conflict between these Terms and the Order Form, these Terms shall prevail.

 

3. USE OF SERVICES AND CONTENT

                3.1.        Subscriptions. The Services and access to all Content provided as set out in the Order Form. You acknowledge and agree that you have read, understood and agree to these Terms when placing your electronic signature on an online Order Form or by signing a hard copy Order Form. We reserve the right to reject any Order Form to provide the Services at our absolute discretion including but not limited where we believe that you do not comply with these Terms.

Any free services are provided by us, at our sole discretion, for the duration and under the conditions we determine from time to time.

Any Customisations to the Services will be provided in our sole discretion and we reserve the right to refuse to provide any Customisations. You will only be provided with the Services as set out in the Order Form and you will only be entitled to Customisations as an additional service to the Services.

Additional subscriptions may be added via a new Order Form during the Term as an add on to the underlying subscription pricing, prorated for the portion of that Term remaining at the time the additional subscriptions are added. Any added subscriptions will terminate on the same date as the base subscription's Term. All pricing of subscriptions is subject to an Order Form presented by us.

                3.2.        Products

The following Product(s) may fall part of the Services, these will be identified on the Order Form and may include the following:

                            3.2.1.        PropHero CRM for Brokers and Agents Services may include any of the following:

                                        3.2.1.1.        Listings Management: managing sales and rental listings;

                                        3.2.1.2.        Contacts Management: managing your contacts, including landlords, sellers, buyers and tenants;

                                        3.2.1.3.        Leads Management;

                                        3.2.1.4.        Viewings Management;

                                        3.2.1.5.        Deals management;

                                        3.2.1.6.        Reports;

                                        3.2.1.7.        Dashboard;

                                        3.2.1.8.        Settings

 

                3.3.        Emails and Passwords

The Client shall, and shall procure that each User, keep email and password for the use of the Services secure and confidential and shall not reveal the email and password to any other person, and shall not share login credentials with any other person, regardless of whether such person is an employee of the Client's company or not.

The Client acknowledges and agrees that the Client shall be wholly responsible for all activities that occur through the use of the Client and/or the User's emails and passwords. The Client shall immediately notify us of any unauthorized use of the emails and/or passwords.

 

4. CUSTOMISATIONS

                4.1.        We may, in our sole discretion, offer you certain Customisations to the Services. These Customisations will be in addition to the Services and you are only eligible for Customisations in the event you have subscribed to the Services.

                4.2.        You acknowledge and agree that any such Customisations will be offered on a case by case basis and will be a one-time service. We reserve the sole discretion to refuse any Customisations based on our internal evaluation.

                4.3.        You acknowledge and agree that we are providing you with the Customisations as a one-time service that may be a bespoke service. We are under no obligation to provide you with further additional customisations other than what is stated on the Order Form or ensure that the Customisations become part of any renewing Services.

                4.4.        Customizations may incur additional costs, which will be specified in the Order Form.

 

5. RESPONSIBILITIES

                5.1.        Our Responsibilities. We will make the Services and Content available to you pursuant to these Terms and the applicable Order Forms, as well as provide applicable PropHero standard support for the Services as outlined on your Order Form, and use commercially reasonable efforts to make the online Services available, except for: (i) planned downtime (of which we shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving our employees), Internet service provider or other utilities provider failure or delay, denial of service attack, or other technical difficulties.

                5.2.        Your Responsibilities.

                            5.2.1.        You shall be responsible for and ensure:

                                        5.2.1.1.        compliance with these Terms and your applicable Order Forms;

                                        5.2.1.2.        the accuracy, quality and legality of any and all Data imported or submitted to the Services;

                                        5.2.1.3.        the means by which you acquired your Data shall be through legal means and avenues;

                                        5.2.1.4.        compliance with any direction given by us in relation to the Services;

                                        5.2.1.5.        compliance with the DPA;

                                        5.2.1.6.        that you use your best efforts to prevent unauthorized access to or use of your account, subscription, or the Services and Content provided by PropHero. You shall notify us promptly if there is any such unauthorized access or use;

                                        5.2.1.7.        that if required restrictions are to be in place regarding the Services and the Data (including but not limited to the internal access to the Services and Data) then this is updated accordingly and should be clearly addressed at the outset before the Services have commenced;

                                        5.2.1.8.        that if we need to upload or migrate Data then it is your responsibility to ensure that all Data has been uploaded correctly in the format as provided by us and within the time period as specified by us;

                                        5.2.1.9.        that we have appropriate access to your Services and/or Data in order to rectify issues including but not limited fixing problems such as troubleshooting; and

                                     5.2.1.10.        compliance with all applicable laws and government regulations when it comes to the use of the Services.

                            5.2.2.        You shall not be permitted to do the following:

                                        5.2.2.1.        make any of the Services or Content available to, or use any of the Services or Content for the benefit of, anyone other than you unless expressly stated otherwise in an Order Form;

                                        5.2.2.2.        sell, resell, license, sublicense, distribute, make available, rent, lease, transfer, or make available any Service or Content, or include any Service or Content in any service bureau or outsourcing offering;

                                        5.2.2.3.        use any Service of PropHero to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third-party privacy rights;

                                        5.2.2.4.        post, use, upload, forward, or otherwise transmit any file or software code which contains, facilitates, or launches any Malicious Code or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services and/or Content or any service of PropHero;

                                        5.2.2.5.        interfere with or disrupt the integrity or performance of any Service of PropHero or third-party Data contained therein;

                                        5.2.2.6.        modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by an authorized representative of PropHero in writing or authorized within the Services);

                                        5.2.2.7.        attempt to gain unauthorized access to any Service or Content or any of its related systems or networks;

                                        5.2.2.8.        authorize any direct or indirect access to or use of your account, or subscription, or any Service or Content in a way that circumvents a contractual usage limit set out in the relevant Order Form, or use any of our Services to access or use any of our intellectual property except as permitted under these Terms or in an Order Form between you and us;

                                        5.2.2.9.        copy or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services provided by PropHero or any part, feature, function or user interface thereof.

                                     5.2.2.10.        copy any Content;

                                     5.2.2.11.        frame or mirror any part of any Service or Content, other than framing on your own intranets, account, subscription or otherwise for your own internal business purposes; and

                                     5.2.2.12.        access any Service or Content in order to build a competitive product or service or to benchmark with a non-PropHero product or service. Or allow any third-party to directly or indirectly access your account or subscription thereby allowing them to do the same.

                5.3.        Removal of Content. If we are required by a third-party to remove Content or Data, receive information that Content or Data provided to or by you may violate applicable law or third-party rights, or receive a data subject request under an applicable data protection regulation, then we may so notify you and in such event, you shall be required to promptly remove such Content or Data from your Services. If you do not take immediate required action in accordance with the above, we reserve the right to disable the applicable Content, Data, or your further use of the Services of PropHero until the potential violation is resolved, and that we are satisfied with the same.

 

6. FEES AND PAYMENT

                6.1.        The Services will not be activated until full payment has been provided whether in bank transfer, post dated cheques, credit card payments, or cash or other forms of payment as stipulated by Order Form and in our sole discretion. You are liable for the costs incurred on all accepted Order Forms from the Start Date of each Order Form, which is specified within such Order Form or if no such date is specified from the date of acceptance of that Order Form, (which will be the date of signature) if nothing is stated in the Order Form.

                6.2.        If you have elected to pay via credit card, then please note that the Services shall only become activated once the first payment or the sole payment (in the event of a lump sum payment upon the Contract) has been received by us.

                6.3.        If payment via credit card on a monthly basis was elected, then you shall be required to provide us with a security cheque at our direction and discretion. The security cheque shall be provided by you, within twenty-one (21) days of your acceptance of each Order Form. Failure to provide the security cheque(s) will result in the suspension of the Services, until such time that the security cheque(s) is provided to us.

                6.4.        In the event that any of the monthly fee owed by you pursuant to an invoice from us is unsuccessfully charged against your credit card then we reserve the right to present and cash any security cheque held by us. Please note that if the outstanding balance due towards the Order Forms is less than the amount of the security cheque, we shall provide a refund to you, representing the difference between the security cheque and the outstanding balance of the Order Forms.

                6.5.        Please note that if any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, those charges may accrue interest at the rate of 1% per month of the outstanding balance.

                6.6.        Please note any cheque issued by you that "bounces" due to insufficient funds or is rejected by the relevant financial institution for any other reason will incur a AED1000 administration fee payable to us within seven (7) days and we reserve the right to charge you our reasonable administration costs in dealing with any failed payments and/or costs in relation to pursuing outstanding amounts (including legal fees and expenses).

                6.7.        The current fees for the Services are specified in your Order Form. We offer a number of different packages that vary in terms of price and services included. You may subscribe to any of these packages but, switching or additions of special conditions to packages is at our sole discretion. If you wish to change packages during your Order Form then we reserve the right to amend any such terms in the Order Form including but not limited to the fees.

                6.8.        You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. The fees are paid in consideration of the Services and Contents provided on an "as is" basis as set out in clause 9.2. below.

                6.9.        In the event that the Government of the United Arab Emirates elects to charge value added tax or other similar tax or duty ("VAT") on the provision, sale or supply of any goods and/or services which are the subject matter of these Terms, we reserve the right, at our sole discretion, or if required by law, to add VAT at the appropriate rate for such goods and/ or services to any invoices issued under or in connection with these Terms from the relevant time and you acknowledge and accept that you shall pay and be solely liable for any such VAT in addition to the purchase price for such goods and services.

             6.10.        If your membership has been suspended for any reason during the term of your Order Form you will still be liable to pay any fee due to us regardless of you receiving the Services.

             6.11.        If your membership has been terminated for any reason during the term of your Order Form, then you shall be bound to all payments due under any applicable Order Form up to the point of termination.

             6.12.        We reserve the right to amend any terms in an Order Form, including package components and fees, provided that such amendments will not apply during the Term of any Contract entered into prior to the amendment.

             6.13.        We shall notify you in writing of any amendments related to fees. For Contracts that automatically renew pursuant to clause 12.1.3. herein, all fee related amendments shall apply to the renewed Contract from the Start Date of the renewed Term.

             6.14.        In the event of an Annual Billing cycle, payment is required to be made in full at the beginning of the cycle.

             6.15.        In the event of a Monthly Billing cycle, should payment not be received within the first 7 days of each calendar month, we reserve the right to suspend your service until payment is made.

 

7. PROPRIETARY RIGHTS AND LICENSES

                7.1.        Reservation of Rights. Subject to the limited rights expressly granted hereunder, we and our licensors and content providers reserve all of our/their rights, title and interest in and to the Services and Content and its Affiliates, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

                7.2.        Access to and Use of Services and Content. You have the limited, non-exclusive, non-transferable right to access and use applicable Services and Content subject to the terms of applicable Order Forms and these Terms. You acknowledge that all intellectual property rights in the Services and the Content throughout the world belong to or are licensed to us, that rights in the Services and Content are licensed to you, subject to a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license, and that you have no rights in, or to, the Services and the Content other than the right to use them in accordance with the terms of the license provided for in this clause 7.2. You acknowledge that you have no right to have access to the Services in source code form or in unlocked coding.

                7.3.        License to Host Your Data and Applications. You hereby grant us a worldwide, limited-term, royalty-free license to host and broadcast your Data as you designate via use of the Services, including any program code created by or for you using our Services, as reasonably necessary for us to provide the Services in accordance with these Terms.

                7.4.        License to Data. You hereby grant us a worldwide, irrevocable, royalty-free license to the Data that you import, upload, or make part of the Services. Such license shall exclude all Personal Data, which will be governed by the DPA.

                7.5.        License to Use Feedback. You grant to us a worldwide, irrevocable, royalty-free license to use and incorporate into our Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of our or our Affiliates' Services.

 

8. MINORS

                8.1.        We do not knowingly collect or otherwise process personal information from anyone under 21 years of age, or otherwise not capable of entering into contracts under applicable law. Those under 21 years of age, or otherwise not capable of entering into contracts under applicable law, are not permitted to use our Services.

 

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

                9.1.        Representations. You represent that you have validly entered into these Terms and have the legal power to do so. If you do not, then you are not permitted to enter into these Terms and to use the Services and Content and its Affiliates, and should terminate use thereof effective immediately.

                9.2.        Disclaimers. Except as expressly provided herein, we do not make any warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. The Services, Content and any beta services are provided "as is," exclusive of any warranty whatsoever, including without limitation warranty for the accuracy and completeness of the Services, Content, any information, text, graphics, links or other items contained in the Services or Content. We disclaim all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers, transmission of a computer virus, worm, time bomb or other such computer program.

 

10. INDEMNIFICATION

             10.1.        Indemnification by You. You hereby agree to defend us against any claim, demand, suit or proceeding made or brought against us (or against you and by which we are a named party) by a third party alleging that any of your Data infringes or misappropriates such third party's intellectual property rights or applicable data protection regulations, or arising from your use of the Services or Content in violation of these Terms, the DPA, any Order Forms, or pursuant to any applicable laws (each a "Claim Against Us"), and you will indemnify us from any and all claims, actions, suits, demands, damages, liabilities, losses, costs, and expenses, including but not limited to attorney fees and disbursements, that are awarded against us as a result of, or for any amounts paid by you or us under a settlement approved by you in writing of, a Claim Against us (or against you and by which we are a named party), provided however that we (a) promptly provide you with written notice of the Claim Against Us (except if the claim is a claim against you by which we are a named party) (b) give you sole control of the defence and settlement of the Claim Against Us (except that you may not settle any Claim Against us unless it unconditionally releases us of all liability and further actions, suits, or claims), and (c) give you all reasonable assistance, at your expense.

 

11. LIMITATION OF LIABILITY

             11.1.        Limitation of Liability. In no event shall our, or our Affiliates', aggregate liability arising out of or in connection with these Terms or the DPA, exceed the total amount of fees paid by you for such Services pursuant to your Order Form that was active during the first incident out of which the liability arose. The aforementioned limitation will apply whether an action is in contract or tort, and regardless of the theory of liability brought forth, but will not, however, limit your payment obligations under the "Fees and Payments" clause herein these Terms.

             11.2.        Exclusion of Consequential and Related Damages. In no event shall PropHero or its Affiliates have any liability arising out of or related to these Terms and the DPA for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, regardless of whether an action is in contract or tort, and regardless of the theory of liability, even if your remedy otherwise fails as to its essential purpose. This disclaimer shall not apply to the extent that law prohibits it.

 

12. TERM AND TERMINATION

             12.1.        Term and Termination. These Terms commence on the Start Date or the date of Acceptance, if no other date is provided for on the Order Form, and continues until all your subscriptions hereunder have expired or have been terminated by us and subject to the following:

                         12.1.1.        Except as permitted by law, you may not terminate this Contract before the end of the contracted term under any circumstances.

                         12.1.2.        Unless otherwise expressly stated in the Contract or terminated earlier in accordance with its terms, the term of your Contract will commence on the Start Date and continue for the period outlined on such Order Form ("Term");

                         12.1.3.        The Contract renewal type may be outlined on the Order Form. If the Order Form states "automatic renewal" then the Contract shall automatically renew at the end of the Term for an additional period equal to the Term of this Contract. All renewals are subject to the applicable Services continuing to be offered and will be charged at the then-current rates.

                         12.1.4.        In order to opt out of any automatic renewal of the Contract, you must provide a written notice at least 30 days in advance of the end of the Term, which clearly formalizes this decision.

                         12.1.5.        Following the expiry of the Term, your contract will expire unless you renew your Contract with us, in which case the terms and package may be subject to changes.

                         12.1.6.        We may terminate this Contract at any time for any reason provided that seven (7) days' written notice has been provided to you. Should you continue to use the Service following termination of the Contract, you shall remain liable for any and all costs incurred by you as is outlined in the applicable Order Forms and these Terms.

                         12.1.7.        Without limiting our other rights, we may, within our discretion, immediately sanction you, or suspend or limit the Services and/or temporarily remove details of any Data, uploaded by you and/or terminate this Contract if:

                                     12.1.7.1.        you fail to pay any fees, charges, or taxes due to us by the due date, or provide any security cheques as stipulated in the Contract;

                                     12.1.7.2.        you breach any part of your Contract and fail to rectify that breach within seven (7) days of our giving notice requiring rectification;

                                     12.1.7.3.        in our sole judgment, you threaten the security, integrity, or availability of our Services;

                                     12.1.7.4.        any material supplied by you is unlawful or encourage unlawful conduct, defamatory, false, misleading, deceptive, inappropriate having regard for the purpose of the platform, likely to cause offense, obscene (including pornographic, hateful, racially, or ethically offensive material), or against public policy;

                                     12.1.7.5.        any material supplied by you is unlawful or violates any copyrights, trademarks, or other rights of us or any other third party;

                                     12.1.7.6.        you have engaged in any unlawful actions while using or accessing our Services shall be subject to sanctions and limitations as determined in our discretion.

                                     12.1.7.7.        you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or

                                     12.1.7.8.        you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.

                         12.1.8.        You acknowledge and agree that by entering into this Contract you will not infringe or violate any agreements, terms of use or other terms, policies or agreements of third parties who the Services and/or content may be subject to.

             12.2.        Your Data Portability and Deletion.

                         12.2.1.        Within 2 weeks of the Service being activated as per clause 3.3., you may request that we migrate your Data. We will send you information regarding the format that we will require you to upload the Data on. We are not able to upload any Data that is not in the format that we have provided and any delay in providing the Data in the required format will result in delays to the uploading of your Data, accessing of Services.

                         12.2.2.        Any such requests to migrate Data past the period specified under clause 12.2.1 shall be dealt with via a separate Order Form and will be subject to additional terms and fees.

                         12.2.3.        We may, in our sole discretion, offer you additional Data services as part of the Customisations. This potential Customisation will be subject to additional fees and may contain additional terms of which you agree to adhere to. You acknowledge and agree to adhere to all of the specifications that we may require regarding the format and uploading requirements of any such additional Data Customisations.

                         12.2.4.        Any such delay in providing us with any Data in the required format may cause delays to the Services and/or Content being provided by us.

                         12.2.5.        You may request us to make your Data available to you for export or download upon termination or expiry of this Contract if you notify us by written request at least 30 days' prior to the expiry of the Term. It is in our sole discretion to determine whether any such migration of Data may incur additional fees or not.

                         12.2.6.        In the event that you require us to delete your Data on the date of termination or the date of the expiry of the Terms, we are only able to in the event that we receive a written request by you, no later than 30 days before the end of the Term.

                         12.2.7.        For the avoidance of doubt we are under no obligation to provide any Data beyond the terms detailed above, and any delay in notifying us of the request may result in the inability to retrieve any such Data.

                         12.2.8.        We make no warranties express or implied as to the status of your Data and we make no warranties or representations as to the accuracy, state or completeness of the Data.

             12.3.        Surviving Provisions. The following clauses and provisions shall remain in full force and effect after the termination or expiration of these Terms: 3.2, 4.2, 5.2, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and the DPA.

 

13. Upgrades & Downgrades

              13.1.        The client has the flexibility to upgrade, which includes adding users, at any point within the contract duration. Charges for such upgrades will be calculated proportionally based on the time remaining in the contract period or on a pro rata basis

               13.2.        At any time during the contract, the client can opt for a downgrade, which involves reducing the number of users. However, it will be effective from the next billing cycle.

 

14. NOTICE

             14.1.        Manner of Giving Notice. Except as otherwise specified in these Terms, all notices related to these Terms shall only take effect is made in writing, in the English language, and shall become effective upon (a) personal delivery, (b) mailing or courier service by which the recipient signs for upon receiving such notice, or (c) electronic mail. For purposes of electronic mail, such notice shall be made to the last known electronic mail address provided by you, and when made to us, addressed to support@prophero.net.

 

15. GENERAL PROVISIONS

             15.1.        Incorporation by Reference. The provisions of the DPA form an integral part of this Agreement and are incorporated herein by reference with the same force and effect as though fully set forth herein. In the event of any inconsistency between any provision of the DPA and the remainder of these Terms, the text of the DPA shall be deemed to control.

             15.2.        Entire Agreement. These Terms, your Order Form, and the DPA constitute the sole and entire agreement between you and us regarding your use of our Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral, concerning its subject matter.

             15.3.        Amendment. We may change these Terms at any time on written notice. You acknowledge that our publishing of the amended version of the Terms at this link on our website constitutes written notice to you of such changes. No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.

             15.4.        Assignment. You must not assign any part of the Service and/or your obligations set out in the Contract without our written consent.

             15.5.        Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

             15.6.        Third-Party Beneficiaries. There are no third-party beneficiaries under these Terms.

             15.7.        Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

             15.8.        Headings and Titles. All headings and clause titles in these Terms or the DPA are for reference purposes only and do not define, alter, limit, or extend any provision of these Terms.

             15.9.        Severability. If any provision of these Terms or the DPA is/are held by a court of competent jurisdiction to be contrary to the law, or deemed invalid, then that specific provision will be deemed null and void, but the remaining such provisions shall remain in full force and effect.

 

16. COUNTRY SPECIFIC TERMS

             16.1.        United Arab Emirates

                         16.1.1.        Governing Law. This Contract is subject to and governed by the laws of the United Arab Emirates.

                         16.1.2.        Jurisdiction. Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the jurisdiction of the Dubai Courts.