Terms of Service — Oogwai Analytics Ltd

Last updated on: 04/10/2025

BY USING OUR SERVICES OR SIGNING UP FOR AN ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS (“TERMS OF SERVICE”).

PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL OF THESE TERMS OF SERVICE BEFORE YOU START USING THE WEBSITE/SOFTWARE, AS YOU WILL BE BOUND BY THESE TERMS OF SERVICE UPON BEGINNING TO MAKE USE OF OUR SERVICES.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, YOU MUST IMMEDIATELY CEASE ACCESSING AND USING THE WEBSITE AND/OR THE SERVICES BEING PROVIDED UNDER THESE TERMS OF SERVICE. YOUR ACCEPTANCE OF THESE TERMS OF SERVICE WILL OPERATE AS A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY IN RESPECT OF YOUR USE OF THE WEBSITE/SOFTWARE, AND/OR SUBSCRIPTION OF AVAILABLE SERVICES.

As used in these Terms of Service, “Company”, “we”, “us”, “our” means Oogwai Analytics Ltd, and “you” means the natural person employing our Services (and, if registering for or using our Service as a business user, then “you” shall be deemed to include your organization, in any form and manner, as may be applicable) and any of your affiliates.

The Services offered by Company under these Terms of Service include various products and services that enable you to utilize the tools, services and technology for data analytics. Any such service or services offered by Company are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to this Terms of Service. You can review the current version of the Terms of Service at any time at oogw.ai (“Website”).

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Company’s Privacy Policy, and Company’s Data Processing Addendum (“DPA”) (if applicable) before you may sign up for a Company Account or use any Company Services (collectively, the “Company Policies”). These Company Policies shall be read with the Master Subscription Agreement signed between you and the Company.

NOW THEREFORE, in consideration of, and subject to, the representations, promises, mutual covenants, agreements, terms and conditions herein contained, the mutual benefits to be derived therefrom and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows hereunder:

1. Term and Termination

1.1 Term

The term of these Terms of Service will begin on the date of you access our website and shall continue until terminated by us or by you, as provided below (the “Term”).

1.2 Termination for Cause

Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you have engaged in fraudulent activity in connection with the use of the Services. We reserve the right to suspend or terminate your account immediately, without notice, if you misuse the Services (including but not limited to generating prohibited content, submit harmful prompts, attempt to reverse engineer our models, or breach of any Company Policies). Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination. Upon termination of the Services by either party for any reason:

Company will cease providing you with the Services and you will no longer be able to access your Account;
unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
any outstanding balance owed to the Company for your use of the Services through the effective date of such termination will immediately become due and payable in full;
any amounts owed by you to the Company shall be paid upon the final invoice being raised by Company;
upon termination, you may request a one-time export of your data within 15 (Fifteen) days. After this period, the Company shall have no obligation to retain or provide access to your data or generated content, and it will be securely deleted in accordance with the Company Policies; and
you are responsible for disconnecting any third-party integrations (e.g., marketing platforms or analytics tools) prior to or upon termination. We shall revoke all API keys, tokens, and access permissions to the Services upon termination.

1.3 Cancellation

You may cease use of the Services at any time. You may terminate our Services at any time but subject to such cancellation being effective at the end of Term. Unless required by law, you will not receive a refund of any portion of the Fees paid for the then-current Term at the time of cancellation. To cancel the subscription, you can either (i) email us at info@oogw.ai and follow any instructions, if any, that the Company provides to you in response to your cancellation request, or (ii) if enabled for your account, for certain specific Services (as intimated to you during the Account opening process), initiate a cancellation through your admin/billing settings within the Services. You will be responsible for all Fees incurred and due for the full duration of the then-current Term. Cancelling your Services will not terminate your Account.

You may have a monthly or an annual plan for the Services to be provided by Company, and accordingly, relevant terms shall be applicable as per your Master Subscription Agreement.

1.4 Survival

On termination/cancellation, as the case may be, all related rights and obligations under these Terms of Service shall immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions, usage, or commitments entered into before termination and for any liabilities that accrued before or as a result of termination; and Clause 2 (Account Terms), Clause 6 (Payment of Fees and Taxes), Clause 7 (Confidentiality), Clause 8 (Intellectual Property and Ownership), Clause 9 (Indemnification and Limitation of Liability), Clause 10 (Third Party Services), Clause 11 (Miscellaneous) will survive the termination or expiration of these Terms of Service.

2. Account Terms

To access and use the Services, you must register for a Company account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Company may reject your application for an Account, or cancel an existing Account, for any reason, at its sole discretion.
You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
You acknowledge that Company will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Registered Email Address”). You must monitor the Registered Email Address you provide to Company and your Registered Email Address must be capable of both sending and receiving messages. Your email communications with Company can only be authenticated if they come from your Registered Email Address.
You are responsible for keeping your password secure. You are also responsible for ensuring that all authorized users accessing the Services under your Account shall comply with these Terms of Service. Company cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
Technical support in respect of the Services is only provided to Company Users. Questions about the Terms of Service should be sent to the support team available at info@oogw.ai.
You agree not to reproduce, duplicate, copy, sell, resell, distribute or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Company.
You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You agree and acknowledge that by uploading Materials, you grant Company and its affiliates a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, and use such Materials solely to provide and improve the Services to you. “Materials” means copyright content, and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Company or its affiliates. You are responsible for your Account, the Materials you upload onto the Account. If you violate Company’s terms of service we may cancel your Service access. If we need to reach you, we will communicate via the Registered Email Address.

3. Account Activation

3.1 Administrative Account

Subject to sub-clause hereinbelow, the person signing up for the Service by opening an Account will be the contracting party (“Administrative Account”) for the purposes of our Terms of Service, and will be the person who is authorized to use any corresponding Account we may provide to the Business Owner in connection with the Services.
If you are signing up for the Services on behalf of your employer, your employer will be the “Business Owner”. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
You agree and acknowledge that the Administrative Account shall serve as the primary point of contact for all communications from the Company, including billing, service changes, and account administration. The Company shall act upon any instructions received from the Administrative Account as valid and binding, unless notified otherwise in writing.

3.2 Additional Accounts

Based on your Company pricing plan, you can create one or more additional Accounts (“Additional Accounts”) allowing other people to access the Account. Each Additional Account must include a full legal name and a valid email account. With Additional Accounts, the Business Owner can set permissions and let other people work in their Account while determining the level of access by Additional Accounts to specific business information.
The Business Owner is responsible for: (a) ensuring its employees, agents and subcontractors, including via Additional Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Business Owner’s employees, agents or subcontractors. The Business Owner acknowledges and agrees that Business Owner will be responsible for (a) the performance of all of its obligations under these Terms of Service, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Business Owner; (b) all data and content associated with Additional Accounts will be deemed the property of the Business Owner; and (c) each Company User must maintain the confidentiality and security of their login credentials. The Company shall not be liable for any unauthorized activity resulting from compromised credentials of Additional Accounts.
The Business Owner and the users under Additional Account(s) are each referred to as a “Company User”.

4. Company Rights

The Services have a range of features, modules, use cases and/or functionalities. Not all Services or features will be available to all users at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, subject to the Master Subscription Agreement between you and the Company, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time. It is hereby clarified that we may modify, suspend, or discontinue any Service (in whole or in part), or introduce new features, pricing, or usage policies, at any time, with or without prior notice, and without liability to you or any third party.
Company does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate these Terms of Service. The Company shall not be responsible for any loss or damage resulting from the display or non-removal of your Materials.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any Company employee, member, or officer will result in immediate Account termination.
We reserve the right to provide our Services to your competitors and make no promise of exclusivity.
In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license/registration, government issued photo ID, or confirmation of your status as an employee of an entity.
We reserve the right (but not the obligation) to monitor access and usage of the Services for compliance, performance, and security purposes. If we detect or suspect unauthorized access, abuse, or breach of these Terms of Service, we may restrict access, suspend functionality, or notify law enforcement, as deemed appropriate.
Company reserves the right to determine, in its sole discretion, rightful Account ownership and transfer an Account to the rightful Business Owner. If we are unable to reasonably determine the rightful Business Owner, without prejudice to our other rights and remedies, Company reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

5. Your Responsibilities

You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to intellectual property laws, data protection and privacy laws, consumer protection laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the Dubai International Financial Centre (“DIFC”). You will comply with all applicable laws, rules and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your store or that may be held by you) in your use of the Service and your performance of obligations under these Terms of Service.

6. Payment of Fees and Taxes

You will pay the Fees applicable to your subscription to the relevant Services (the “Subscription Fees”) and any other applicable fees, and any fees relating to your purchase or use of any additional tools, or Third Party Services (as defined hereinbelow) (collectively, the “Additional Fees”). Together, the Subscription Fees and the Additional Fees are referred to as the “Fees”. Manner of payment of the Fees shall be as per the Master Subscription Agreement between you and Company.
You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Company will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Company will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in US Dollars, and all payments will be in US Dollars.
Subscription Fees are paid in advance and will be billed in US Dollars day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Company’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Business Owner via the Registered Email Address provided. You shall have 15 (Fifteen) days to bring up and settle any issues with the billing of Subscription Fees.
If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method, within 15 (Fifteen) days. If the second attempt is not successful, we will make a final attempt, within 15 (Fifteen) days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 (Sixty) days following the date of suspension, Company reserves the right to terminate your Account in accordance with Clause 1.
All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Company’s products and Services. To the extent that Company charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and Services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence, satisfactory to Company, of your exemption. If you are not charged Taxes by Company, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to Company under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Company to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Company will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.

6.1 Cancellation and Refund Policy

You may cancel your subscription at any time, however, unless otherwise expressly stated in the Master Subscription Agreement or required by applicable law, all payments made are non-refundable, including any prepaid Fees. Termination of the Services by you will not relieve you of your obligation to pay any outstanding Fees accrued up to and including the effective date of termination. All cancellations are subject to the notice periods and procedures outlined in your Master Subscription Agreement with Company (if any).

7. Confidentiality

7.1 Obligation of Confidentiality

Each Party (hereinafter referred to as the “Receiving Party”) hereby acknowledges that in connection with these Terms of Service, that it shall gain access to Confidential Information of the other Party (hereinafter referred to as the “Disclosing Party”). As a condition to being furnished with Confidential Information, the Receiving Party agrees that during the Term and in perpetuity thereafter, to: (i) not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under these Terms of Service; (ii) not use any of the Disclosing Party’s Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive benefit with respect to the Disclosing Party; and (iii) maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to the exceptions provided hereinbelow, not disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, provided that the Receiving Party may disclose the Confidential Information to its representatives who: (a) have a “need to know” for purposes of the Receiving Party’s performance, or exercise of its rights with respect to such Confidential Information, under these Terms of Service; (b) have been apprised of this restriction; and (c) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Clause 7, and provided, further, that the Receiving Party shall be responsible for ensuring its representatives’ compliance with, and shall be liable for any breach by its representatives.

The Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.

7.2 Exceptions

If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall: (i) provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Clause 7, and (ii) disclose only the portion of Confidential Information that it is legally required to furnish.

7.3 Confidential Information

“Confidential Information” shall mean and include any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to any party or its affiliates who may have furnished such information to the other party(ies) with expectations of confidentiality to the extent the receiving party(ies) know or reasonably should know of such expectations, and includes without limitation and regardless of whether such information or materials are expressly identified as confidential or proprietary, whether or not stored in any medium: (i) technical information, including but not limited to computer programs, software, databases, methods, know-how, formulae, technological data, technological prototypes, processes, discoveries, machines, inventions, and similar items; (ii) business information and materials, including but not limited to financial information, business plans, business proposals, customer contract terms and conditions, pricing and bidding methodologies and data, sales data, customer lists etc., and similar items; (iii) information relating to future plans, research, pending projects and proposals, proprietary production processes and similar items; and (iv) any valuable information and material and/or trade secrets that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.

8. Intellectual Property Rights and Ownership

8.1 Ownership

Company is and shall be the sole and exclusive owner of all right, title, and interest in and to all intellectual property, including all intellectual property rights therein and for purposes of clarity the Website, in perpetuity. For the avoidance of doubt, “intellectual property” includes without limitation all software (including source and object code), algorithms, interfaces, Website structure and design, documentation, data models, databases, analytics, workflows, business processes, branding elements, APIs, SDKs, training materials, trade secrets, and any updates, upgrades, enhancements, or derivative works thereof. In furtherance of the foregoing, the parties hereby agree that you shall have the right to avail the Services, in the manner determined appropriate, with or without the involvement of Company during the Term of these Terms of Services, subject to the termination of these Terms of Service for such reasons mentioned hereunder.

8.2 Further Actions

You shall, and shall cause your personnel and subcontractors to, take all appropriate action, and execute and deliver all documents (if any), necessary or reasonably requested by Company to effectuate any of the provisions of these Terms of Service or otherwise as may be necessary or useful for Company to prosecute, register, perfect, record or enforce its rights in or to any intellectual property right therein.

8.3 Trademarks

You agree that you may not use any trademarks, logos, or service marks of Company (“Company Trademarks”) unless you are authorized to do so by Company in writing. You agree not to use or adopt any marks that may be considered confusing with the Company Trademarks. You agree that any variations or misspellings of the Company Trademarks would be considered confusing with the Company Trademarks. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Company or Company Trademarks or that use or include any terms that may be confusing with the Company Trademarks.

8.4 Your Materials

Company does not claim ownership of the Materials you provide to Company. However, the Company does require a license to those Materials, and therefore, you hereby grant Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. Company may use its rights under this license to operate, provide, and promote the Services and to perform its obligations and exercise its rights under these Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials, in favour of Company and agree that this waiver may be invoked by anyone who obtains rights in the Materials through Company, including anyone to whom Company may transfer or grant (including by way of license or sublicense) any rights in the Materials. You agree that Company can, at any time, review and delete any or all of the Materials submitted to the Services, although Company is not obligated to do so. You grant Company a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with you (“Your Trademarks”) to operate, provide, and promote the Services and to perform its obligations and exercise its rights under these Terms of Service. This license will survive any termination of these Terms of Service solely to the extent that Company requires the license to exercise any rights or perform any obligations that arose during the Term.

8.5 Artificial Intelligence or System-Generated Output/Content

To the extent the Services include features that generate content or output using artificial intelligence or machine learning models (the “Generated Content”), such content is provided solely for your internal Business use, and Company makes no representation regarding its accuracy, reliability, or suitability for a particular purpose. Unless otherwise agreed in writing, Company retains all rights in and to any models, tools, or systems used to generate such content, including all underlying intellectual property rights. You may use such Generated Content subject to applicable law and solely as permitted under these Terms of Service.

9. Indemnification and Limitation of Liability

9.1 Indemnification

You shall defend, indemnify and hold harmless Company and its affiliates, and each of their respective officers, directors, employees, agents, successors and assigns (each, hereinafter referred to as an “Indemnified”) from and against all any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers that are incurred by an Indemnified (hereinafter referred to as “Losses”) arising out of or resulting from any third-party claim, demand, suit, action or proceeding, whether civil, criminal, administrative or investigatory in nature (each, hereinafter referred to as an “Action”) that arises out of or results from: (i) your breach of any representation, warranty, covenant, or obligation under these Terms of Service, and/or (ii) any action or failure to take a required action or more culpable act or omission (including recklessness or wilful misconduct) in connection with the performance or activity required by or conducted in connection with these Terms of Service by you in connection with the performance and execution of these Terms of Service.

9.2 Limitation of Liabilities

Neither Company nor any other party involved in creating, producing, or delivering the Services will be liable for any direct, indirect, incidental, special, exemplary or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage, system failure, or the cost of substitute services arising out of or in connection with these Terms of Service or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Company has been informed of the possibility of such damage. Further, in no event will Company’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed a total of US$ 100/-. Each provision of these Terms of Services that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of these Terms of Service between the Parties. This allocation is reflected in the pricing offered by Company to you and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms of Service. The limitations in this Clause 9.2 will apply to the maximum extent not prohibited by law and notwithstanding the failure of essential purpose of any limited remedy in these Terms of Service.

9.3 Warranties

Company does not warrant that the Services will be uninterrupted, timely, secure, or error-free. Other than the warranties expressly set forth in these Terms of Service, there are no other warranties or guarantees with respect to the Services, and all other warranties or guarantees, whether express or implied, statutory, or common law, of any kind, type or nature including are hereby disclaimed. To the maximum extent permitted by applicable law, Company shall have no liability whatsoever to any third parties related or not to you as under these Terms of Service. Company does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. Company is not responsible for any of your tax obligations or liabilities related to the use of Company’s Services. Company does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected. You acknowledge that the Services may be subject to limitations, delays, and other problems inherent in the use of internet and electronic communications, and Company shall not be responsible for any delays, delivery failures, or other damage resulting from such issues.

You will be responsible for any breach of these Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

10. Third Party Services

Company may from time to time provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
Any use by you of Third Party Services offered through the Services or Company’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Company may receive a revenue share from Third Party Providers that Company recommends to you or that you otherwise engage through your use of the Services or Company’s website.
Company does not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Company has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Company’s websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Company. Company does not guarantee the availability of Third Party Services and you acknowledge that Company may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Company is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Company strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the inter-operation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. You acknowledge and agree that it is your sole responsibility to ensure that your use of any Third Party Services complies with including but not limited to applicable data protection and privacy laws. Company disclaims all liability in relation to the handling, processing, storage, or transmission of any personal or sensitive data by any Third Party Service. You are solely responsible for reviewing and understanding the privacy practices and data security measures of all Third Party Providers. Company is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials.
The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and Company is not obligated to intervene in any dispute arising between you and a Third Party Provider.
Under no circumstances will Company be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations will apply even if Company has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Company partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

11. Miscellaneous

11.1 Privacy and Cookie Policies

Company’s Privacy Policy and website Cookie Policy governs the manner in which Company shall collect, use, and disclose information and by using the Service, you acknowledge and agree that Company’s collection, usage and disclosure of this personal information. Additionally, if: (a) you are established in the European Economic Area (EEA), United Kingdom, Switzerland; (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation (GDPR) or similar privacy legislations, Company’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum. You acknowledge and agree that Company may transfer, store, and process your data, including personal data, in jurisdictions that may not have equivalent data protection laws to your jurisdiction, and that such transfers are conducted in accordance with applicable data protection laws, including through the use of standard contractual clauses or other appropriate safeguards.

11.2 Force Majeure

Neither Party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms of Service, for any failure or delay in fulfilling or performing any term of this Terms, when and to the extent such failure or delay is caused by: (a) acts of God; (b) flood, fire or explosion; (c) war, terrorism, invasion, riot or other civil unrest; (d) embargoes or blockades in effect on or after the date of these Terms of Service; (e) national or regional emergency; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) pandemic or epidemic (each of the foregoing, a “Force Majeure”), in each case, provided that (i) such event is outside the reasonable control of the affected party; (ii) the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue; and (iii) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either party may terminate these Terms of Service if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 30 (Thirty) days or more.

11.3 Further Assurances

Upon a party’s reasonable request, the other party shall, at such other party’s sole cost and expense, promptly execute all such further documents and instruments, and take all such further actions, necessary to give full effect to these Terms of Service.

11.4 Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

11.5 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties as follows (or as otherwise specified by a party in a notice given in accordance with this clause) shall be as per the details provided under this Terms of Service and/or the information provided by you (during the registration process).

Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

11.6 Entire Terms

These Terms of Service, together with all Schedules, Exhibits, Addendums, Privacy Policy(ies), and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to these Terms of Service with respect to the subject matter of these Terms of Service and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Service, and any other document, the following order of precedence governs: (a) Master Subscription Agreement (if applicable); (b) the Data Processing Addendum (if applicable); (c) Terms of Service; (d) any Schedules, Exhibits, or other Addendums to these Terms of Service; (e) the Privacy Policy and Cookie Policy; and (f) any other documents incorporated herein by reference.

11.7 Assignment

You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms of Service, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Company’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Company (regardless of whether Company is a surviving or absorbed entity) shall not be deemed to be a transfer of rights, obligations, or performance under these Terms of Service. No delegation or other transfer will relieve you of any of your obligations or performance under these Terms of Service. Any purported assignment, delegation, or transfer in violation of this clause is void. These Terms of Service is binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

11.8 No Third-Party Beneficiaries

These Terms of Service is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Service.

11.9 Amendment, Modification & Waiver

Company may modify these Terms of Service at any time, at its sole discretion. If done so, Company shall let you know either by posting the modified Terms of Service on the site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms of Service. Company may also change or discontinue all or any part of the Services, at any time and without notice, at its sole discretion. Company will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Registered Email Address, providing notice through the Company administrative console, or by similar means. Company may change the Fees for the Services from time-to-time. We will provide you with 30 (Thirty) days advanced notice prior to any changes/updates in Fees by sending an email to the Registered Email Address, providing notice through the Company administrative console, or by similar means. Company will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof). No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms of Service, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Service shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11.10 Severability

If any term or provision of these Terms of Service is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms of Service, so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

11.11 Dispute Resolution Procedure and Governing Law

Governing Law. These Terms of Service and the relationship between the parties hereto shall be governed exclusively by and construed and enforced exclusively and interpreted in accordance with the laws of DIFC without giving effect to the principles of conflicts of law thereof. The courts of DIFC, shall have exclusive jurisdiction in relation to all matters arising out of these Terms of Service.

Arbitration. All disputes or disagreements of any kind whatsoever concerning, arising out of or in relation to these Terms of Service, its interpretation, performance, or enforcement, or any of the transactions or matters set out within these Terms of Service (“Dispute”) shall be fully and finally resolved by an arbitrator to be appointed within 10 (Ten) calendar days from the date of the Dispute arising. Both parties to the Dispute (that is the party instituting the arbitration proceeding and the respondent party) shall jointly appoint 1 (One) arbitrator upon mutual consideration. The arbitrator shall conduct himself/herself as neutral arbitrator. The arbitration proceedings shall be administered accordance with the applicable law(s), and the seat of arbitration shall be DIFC. The arbitration proceedings shall be conducted in the English language. The Parties to the Dispute shall equally share the costs of the arbitrator’s fees but shall bear the costs of their own legal counsel engaged for the purposes of the arbitration. The arbitrator will have jurisdiction to decide all Disputes among the Parties, including without limitation, questions of arbitrability and are empowered to grant injunctive and emergency relief. The arbitrator shall make an award in writing at the earliest, which shall be final and conclusive and binding upon the parties and non-appealable to the extent permitted by applicable law(s). The Parties further agree that the arbitrator shall also have the power to decide on the costs and reasonable expenses (including reasonable fees of counsel) incurred in the arbitration and award interest up to the date of the payment of the award.

11.12 Feedback; Use Rights

Company welcomes feedback, comments, and suggestions (“Feedback”). As Company needs to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, the Company will have the right to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Company will be free to use such data and information to maintain, improve, and enhance Company’s products and services.

11.13 Beta Features

Features clearly identified as Alpha or Beta features (collectively “Early Access Features”) made available by Company are provided to you for testing purposes only, and Company does not make any commitment to provide Early Access Features in any future versions of the Services. You are not obligated to use Early Access Features. Company may immediately and without notice remove Early Access Features for any reason without liability to you. Notwithstanding anything to the contrary in the Terms of Service, all Early Access Features are provided “AS IS” without warranty of any kind and without any performance obligations. Early Access Features are not part of the Services, and Early Access Features may be subject to additional terms and conditions, which Company will provide to you prior to your use of the Early Access Features. Company may discontinue the Early Access Features at any time in its sole discretion. Company will have no liability for any harm or damage arising out of or in connection with an Early Access Features. The Early Access Features may not work in the same way as a final version. Company may change or not release a final or commercial version of a Early Access Features in our sole discretion.

11.14 Notice and Takedown Procedure

Company supports the protection of intellectual property and asks Company merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a notice to Company’s designated agent using our form. Upon receiving a notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint.

Contact

Questions about these Terms of Service: info@oogw.ai, or use the contact page.