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End User License Agreement (EULA) | AML-Engine

Last Updated: 1st February 2025
Effective Date: 1st February 2025

1. PREAMBLE 

THIS END USER LICENSE AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT” OR THE “EULA”) IS A LEGALLY BINDING CONTRACT ENTERED INTO BY AND BETWEEN SEN & RAY LLC-FZ, A LIMITED LIABILITY COMPANY INCORPORATED AND EXISTING UNDER AND PURSUANT TO THE LAWS OF THE UNITED ARAB EMIRATES, HAVING ITS REGISTERED OFFICE AT LEVEL 41, EMIRATES TOWERS, SHEIKH ZAYED ROAD, PO BOX 31303 DUBAI, UNITED ARAB EMIRATES (HEREIN REFERRED TO AS THE “COMPANY”), AND THE LEGAL ENTITY WHO HAS BEEN GRANTED APPROVAL TO SUBSCRIBE TO AND ACCESS THE SOFTWARE SERVICE (HEREIN REFERRED TO AS THE “CLIENT COMPANY”). 


THIS AGREEMENT SHALL FURTHER BE DEEMED BINDING UPON EACH AND EVERY OFFICER, EMPLOYEE, REPRESENTATIVE, CONTRACTOR, OR OTHER PERSONNEL (COLLECTIVELY, “USERS”) WHO ACCESS, LOG INTO, CREATE CREDENTIALS FOR, OR OTHERWISE UTILIZE THE AML-ENGINE™ SOFTWARE, WHETHER DIRECTLY OR INDIRECTLY, AND WHETHER PURSUANT TO AUTHORITY EXPRESSLY GRANTED OR IMPLIEDLY INFERRED, THROUGH THE SUBSCRIPTION OF THE CLIENT COMPANY. 


BY ACCESSING OR USING THE SOFTWARE, YOU, THE CLIENT COMPANY, AND ALL RELATED USERS, UNEQUIVOCALLY AGREE THAT YOU HAVE READ, UNDERSTOOD, AND IRREVOCABLY AGREED TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. 


2. JURISDICTIONAL SCOPE AND WAIVER OF RIGHTS 

THE OPERATION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT IS EXPRESSLY LIMITED TO THE MEMBER STATES OF THE GULF COOPERATION COUNCIL (GCC), NAMELY, UNITED ARAB EMIRATES, KINGDOM OF SAUDI ARABIA, STATE OF KUWAIT, STATE OF QATAR, SULTANATE OF OMAN, AND KINGDOM OF BAHRAIN. 


CLIENT COMPANY AND ALL USERS EXPRESSLY, VOLUNTARILY, KNOWINGLY, AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL CLAIMS, RIGHTS, DEFENSES, PRIVILEGES, OR REMEDIES THAT MAY OTHERWISE BE AVAILABLE TO THEM UNDER THE LAWS OF ANY NON-GCC JURISDICTION IN CONNECTION WITH THE USE, OPERATION, OR EFFECT OF THIS AGREEMENT OR THE SERVICE. 


3. ELIGIBILITY, APPROVAL, AND ACCESS RESTRICTIONS 

ACCESS TO THE SOFTWARE IS NOT A RIGHT, BUT A PRIVILEGE GRANTED AT THE SOLE, ABSOLUTE, AND UNFETTERED DISCRETION OF THE COMPANY. ALL SUBSCRIPTION REQUESTS ARE SUBJECT TO A VETTING PROCESS AND MAY BE REJECTED, DENIED, OR APPROVED WITH CONDITIONS AT THE COMPLETE DISCRETION OF THE COMPANY, WHICH SHALL, UNDER NO CIRCUMSTANCES WHATSOEVER, BE OBLIGED TO FURNISH, PROVIDE, OR DISCLOSE ANY RATIONALE OR JUSTIFICATION FOR SUCH DETERMINATION. 


ACCESS TO AND CONTINUED USE OF THE SOFTWARE SHALL BE STRICTLY CONTINGENT UPON SUBMISSION OF, MAINTENANCE OF, AND PERIODIC RENEWAL OF VALID COMMERCIAL REGISTRY DOCUMENTS, TRADE LICENSES, OR OTHER DOCUMENTS OF IDENTITY OR ESTABLISHMENT AS REQUIRED BY THE COMPANY FROM TIME TO TIME. FAILURE TO PRODUCE SUCH DOCUMENTS IN A FORM SATISFACTORY TO THE COMPANY SHALL CONSTITUTE A MATERIAL BREACH, ENTITLING THE COMPANY TO IMMEDIATELY SUSPEND OR TERMINATE ACCESS WITHOUT LIABILITY. 


4. LICENSE GRANT 

SUBJECT TO CLIENT COMPANY’S STRICT CONTINUED COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, THE COMPANY HEREBY GRANTS TO THE CLIENT COMPANY A LIMITED, NON-EXCLUSIVE, NON-SUBLICENSABLE, NON-TRANSFERABLE RIGHT AND LICENSE TO ACCESS, STREAM, DOWNLOAD IN OBJECT CODE FORM, AND UTILIZE ONE (1) COPY OF THE SOFTWARE SOLELY FOR THE INTERNAL COMPLIANCE PURPOSES OF THE CLIENT COMPANY (THE “PERMITTED PURPOSE”). 


FOR THE AVOIDANCE OF DOUBT, THIS LICENSE GRANT EXTENDS ONLY TO THE VERSION OF THE SOFTWARE MADE AVAILABLE AT THE TIME OF EXECUTION AND SHALL INCLUDE ANY UPDATES, ENHANCEMENTS, OR SUPPLEMENTS PROVIDED BY THE COMPANY UNLESS ACCOMPANIED BY A SEPARATE LICENSE AGREEMENT, IN WHICH EVENT SUCH SEPARATE AGREEMENT SHALL CONTROL. 


UNDER NO CIRCUMSTANCES SHALL THIS AGREEMENT OR ANY LICENSE GRANT HEREUNDER BE CONSTRUED AS A SALE, TRANSFER, OR ASSIGNMENT OF TITLE OR ANY INTELLECTUAL PROPERTY RIGHTS. ALL RIGHT, TITLE, AND INTEREST IN THE SOFTWARE, INCLUDING BUT NOT LIMITED TO COPYRIGHTS, PATENTS, TRADE SECRETS, TRADEMARKS, AND ALL OTHER PROPRIETARY RIGHTS, REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY OR ITS LICENSORS. 


5. PROHIBITED CONDUCT​
WITHOUT LIMITATION TO ANY OTHER OBLIGATIONS OR RESTRICTIONS IMPOSED UNDER THIS AGREEMENT OR UNDER APPLICABLE LAW, THE CLIENT COMPANY, TOGETHER WITH ALL USERS, REPRESENTATIVES, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS, OR THIRD PARTIES ACTING UNDER, THROUGH, OR BY VIRTUE OF THE CLIENT COMPANY’S SUBSCRIPTION, HEREBY EXPRESSLY, UNRESERVEDLY, AND IRREVOCABLY AGREE THAT THEY SHALL NOT, WHETHER DIRECTLY OR INDIRECTLY, JOINTLY OR SEVERALLY, ATTEMPT, AUTHORIZE, PERMIT, OR ENGAGE IN ANY OF THE FOLLOWING RESTRICTED CONDUCT:

DISTRIBUTION AND TRANSFER PROHIBITIONS
DISTRIBUTE, PUBLISH, DISCLOSE, LEASE, RENT, LEND, GRANT ACCESS TO, LICENSE, SUBLICENSE, SELL, ASSIGN, PLEDGE, ENCUMBER, TRANSFER, TRANSMIT, OR OTHERWISE DISSEMINATE, WHETHER FOR CONSIDERATION OR GRATUITOUSLY, IN WHOLE OR IN PART, THE SOFTWARE OR ANY COMPONENT THEREOF, TO ANY PERSON, ENTITY, OR JURISDICTION OTHER THAN THE CLIENT COMPANY AS EXPRESSLY APPROVED UNDER THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, ANY ATTEMPTED ACTION OR AGREEMENT TO TRANSFER RIGHTS OR ACCESS IN VIOLATION OF THIS PROHIBITION SHALL BE NULL, VOID, AND OF NO FORCE OR EFFECT;

IMPROPER PURPOSE OR UTILIZATION
UTILIZE, ACCESS, OR DEPLOY THE SOFTWARE IN ANY MANNER OR FOR ANY PURPOSE WHATSOEVER THAT IS OUTSIDE OR INCONSISTENT WITH THE “PERMITTED PURPOSE” EXPRESSLY DEFINED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY USE FOR THE BENEFIT OF A THIRD PARTY, ANY PUBLIC SERVICE OFFERING, OR ANY COMMERCIALIZATION OTHER THAN INTERNAL BUSINESS COMPLIANCE USE;

REVERSE ENGINEERING RESTRICTIONS
ATTEMPT TO REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, TRANSLATE, ADAPT, OR OTHERWISE SEEK TO DERIVE, USE, OR RECREATE THE SOURCE CODE, OBJECT CODE STRUCTURE, DATA MODELS, ALGORITHMS, OR UNDERLYING ARCHITECTURE OF THE SOFTWARE, OR FACILITATE OR PERMIT ANY THIRD PARTY TO DO SO, WHETHER BY MEANS OF TECHNOLOGICAL TAMPERING, PACKET SNIFFING, DATA CAPTURE ANALYSIS, OR BY ANY OTHER METHOD, MANUAL OR AUTOMATED;

MODIFICATION OR DERIVATIVE WORKS
ALTER, MODIFY, ADAPT, CUSTOMIZE, CHANGE, MERGE, OR CREATE ANY DERIVATIVE WORK, EXTENSION, IMPROVEMENT, OR FUNCTIONAL VARIANT OF THE SOFTWARE, WHETHER TEMPORARY OR PERMANENT, INCLUDING BUT NOT LIMITED TO THE CREATION OF INTERFACES, PLUGINS, PORTALS, OR APPLICATIONS THAT INTERACT WITH OR EXTEND THE SOFTWARE WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE COMPANY;

SECURITY AND ACCESS RESTRICTIONS
CIRCUMVENT, DISABLE, REMOVE, DEGRADE, DESTROY, DAMAGE, OR OTHERWISE TAMPER WITH, IN ANY MANNER WHATSOEVER, ANY DIGITAL RIGHTS MANAGEMENT TECHNOLOGY, FIREWALL, ACCESS CONTROL, SECURITY LOCK, ENCRYPTION PROTOCOL, OR OTHER TECHNICAL SAFEGUARD OR PROTECTIVE MECHANISM THAT FORMS PART OF, OR IS OTHERWISE CONNECTED TO, THE SOFTWARE;

PROPRIETARY MARKINGS
REMOVE, ALTER, DELETE, OBFUSCATE, RELOCATE, DEFACE, OR OTHERWISE INTERFERE WITH ANY COPYRIGHT NOTICE, TRADEMARK NOTICE, PROPRIETARY LEGEND, CONFIDENTIALITY MARKING, OR ANY LABEL OR DISCLAIMER INCORPORATED WITHIN OR DISPLAYED THROUGH THE SOFTWARE OR ACCOMPANYING MATERIALS;

DATA MISUSE
INTRODUCE OR UPLOAD INTO THE SOFTWARE ANY VIRUSES, MALWARE, TROJAN HORSES, WORMS, TIME BOMBS, OR SIMILAR DESTRUCTIVE OR DISRUPTIVE CODE; OR PROVIDE, TRANSMIT, OR SUBMIT DATA OR FILES THAT ARE ILLEGAL, UNLAWFUL, INACCURATE, OR OTHERWISE INCONSISTENT WITH THE INTENDED FUNCTION OF THE SOFTWARE, WHEREBY THE COMPANY SHALL BEAR NO RESPONSIBILITY OR LIABILITY FOR SUCH INPUT OR CONSEQUENCES ARISING THEREFROM;

UNAUTHORIZED INTERFACING
CONNECT, INTERFACE, INTEGRATE, OR ATTEMPT TO INTERCONNECT THE SOFTWARE WITH ANY EXTERNAL SOFTWARE, HARDWARE, OR SERVICE NOT EXPRESSLY APPROVED IN WRITING BY THE COMPANY, OR USE THE SOFTWARE IN ANY MANNER THAT ENABLES OR RESULTS IN THE DELIVERY OF THE SERVICES TO ANY UNAUTHORIZED THIRD PARTY;

COMPETITIVE USE
UTILIZE THE SOFTWARE, IN WHOLE OR IN PART, FOR THE PURPOSE OF BUILDING, DESIGNING, PRODUCING, OR OTHERWISE DEVELOPING A COMPETING SOFTWARE, PRODUCT, OR SERVICE, OR TO GAIN A COMMERCIAL OR STRATEGIC COMPETITIVE ADVANTAGE AGAINST THE COMPANY; OR

ACCESS CREDENTIAL ABUSE
SHARE, DISCLOSE, OR OTHERWISE MISUSE LOGIN CREDENTIALS, ACCESS KEYS, OR AUTHORIZATION TOKENS PROVIDED BY THE COMPANY, OR AUTHORIZE, INTENTIONALLY OR NEGLIGENTLY, PERSONS WHO ARE NOT EXPRESSLY APPROVED USERS TO GAIN ACCESS TO THE SOFTWARE.

ANY VIOLATION, BREACH, ATTEMPTED VIOLATION, OR SUSPECTED VIOLATION OF ANY OF THE ABOVE PROHIBITIONS SHALL CONSTITUTE A MATERIAL, FUNDAMENTAL, AND IRREPARABLE BREACH OF THIS AGREEMENT, AND THE COMPANY SHALL BE ENTITLED, IN ITS SOLE AND ABSOLUTE DISCRETION, TO AVAIL ITSELF OF ANY AND ALL CIVIL, EQUITABLE, REGULATORY, ADMINISTRATIVE, OR CRIMINAL REMEDIES AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO:

  • IMMEDIATE TERMINATION OR SUSPENSION OF SUBSCRIPTION AND LICENSE RIGHTS WITHOUT NOTICE;
  • CLAIMS FOR DAMAGES, FINES, OR MONETARY COMPENSATION, WHETHER DIRECT OR CONSEQUENTIAL;
  • INJUNCTIVE RELIEF OR OTHER EQUITABLE ORDERS TO PREVENT ONGOING OR FUTURE BREACHES;
  • REFERRAL TO COMPETENT REGULATORY OR CRIMINAL AUTHORITIES WHERE LOCAL OR INTERNATIONAL LAW HAS BEEN BREACHED.

FOR THE AVOIDANCE OF DOUBT, THE CLIENT COMPANY ACKNOWLEDGES AND AGREES THAT MONETARY DAMAGES ALONE MAY BE INSUFFICIENT TO REMEDY A BREACH OF THIS SECTION, AND THAT THE COMPANY SHALL BE ENTITLED TO INJUNCTIVE OR EQUITABLE RELIEF WITHOUT ANY REQUIREMENT TO POST BOND OR TO PROVE ACTUAL DAMAGES, IN ADDITION TO ANY OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY.

6. SUBSCRIPTION TERMS, PAYMENTS, AND CANCELLATIONS 

TERM OF SUBSCRIPTION

ALL SUBSCRIPTIONS TO THE SOFTWARE SHALL, UNLESS EXPRESSLY AGREED TO THE CONTRARY IN A WRITTEN INSTRUMENT EXECUTED BY THE COMPANY, BE ENTERED INTO FOR A FIXED TERM OF TWELVE (12) CONSECUTIVE CALENDAR MONTHS (“INITIAL TERM”), COMMENCING ON THE DATE OF ACTIVATION OR FIRST PAYMENT, WHICHEVER OCCURS EARLIER.

PAYMENT OBLIGATIONS

ALL SUBSCRIPTIONS ARE PAYABLE ON A MONTHLY BASIS IN ADVANCE, REGARDLESS OF WHETHER THE CLIENT COMPANY ACTUALLY USES OR ACCESSES THE SOFTWARE DURING ANY GIVEN MONTH. THE CLIENT COMPANY’S OBLIGATION TO PAY IS ABSOLUTE, NON-CANCELABLE, AND UNCONDITIONAL, EXCEPT AS EXPRESSLY  PERMITTED UNDER THIS AGREEMENT. ALL PAYMENTS MUST BE MADE IN THE CURRENCY DESIGNATED BY THE COMPANY, FREE AND CLEAR OF ANY SET-OFF, COUNTERCLAIM, DEDUCTION, OR WITHHOLDING OF ANY KIND, SAVE AS REQUIRED BY LAW. IF ANY APPLICABLE LAW REQUIRES TAX WITHHOLDING OR DEDUCTION, THEN THE CLIENT COMPANY SHALL GROSS UP SUCH PAYMENT TO ENSURE THAT THE COMPANY RECEIVES THE FULL AMOUNT IT WOULD HAVE RECEIVED HAD NO WITHHOLDING OR DEDUCTION BEEN REQUIRED.

CANCELLATION AND EARLY TERMINATION
THE CLIENT COMPANY MAY CANCEL ITS SUBSCRIPTION ONLY BY PROVIDING THIRTY (30) DAYS’ PRIOR WRITTEN NOTICE, DELIVERED IN ACCORDANCE WITH THE NOTICE REQUIREMENTS OF THIS AGREEMENT. SUCH CANCELLATION SHALL INCUR A NON-REFUNDABLE PENALTY EQUIVALENT TO ONE (1) FULL MONTH OF SUBSCRIPTION FEES, IN ADDITION TO ANY UNPAID AMOUNTS ACCRUED PRIOR TO EFFECTIVE TERMINATION. UNDER NO CIRCUMSTANCES SHALL THE CLIENT COMPANY BE ENTITLED TO REFUNDS, REBATES, OR CREDITS FOR ANY PARTIALLY USED SUBSCRIPTION PERIOD OR UNUSED SOFTWARE ACCESS, WHETHER DUE TO CANCELLATION, NON-USE, OR OTHERWISE.

FREE TRIAL SUBSCRIPTIONS
FREE-TRIAL SUBSCRIPTIONS, IF EXTENDED AT THE SOLE DISCRETION OF THE COMPANY, SHALL BE STRICTLY LIMITED TO ONE (1) CALENDAR MONTH. IF THE CLIENT COMPANY FAILS TO CANCEL THE TRIAL PRIOR TO EXPIRY, THE TRIAL SHALL AUTOMATICALLY, IRREVERSIBLY, AND WITHOUT FURTHER NOTICE CONVERT INTO A PAID SUBSCRIPTION FOR A FULL TWELVE (12) MONTH TERM, BINDING THE CLIENT COMPANY TO ALL APPLICABLE PAYMENT OBLIGATIONS. THE COMPANY SHALL HAVE NO OBLIGATION TO REMIND, NOTIFY, OR WARN THE CLIENT COMPANY OF THE IMMINENT EXPIRATION OR AUTOMATIC RENEWAL OF A FREE TRIAL.

PURCHASE OF CREDITS OUTSIDE OF SUBSCRIPTION.
FROM TIME TO TIME, AND AT THE SOLE DISCRETION OF THE COMPANY, THE CLIENT COMPANY MAY BE PERMITTED TO PURCHASE CERTAIN USAGE CREDITS (“CREDITS”) SEPARATE AND DISTINCT FROM ITS ORDINARY SUBSCRIPTION-BASED PAYMENT OBLIGATIONS. SUCH CREDITS SHALL BE MADE AVAILABLE PURSUANT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AS WELL AS ANY ADDITIONAL TERMS COMMUNICATED BY THE COMPANY AT THE TIME OF PURCHASE.

VALIDITY OF CREDITS
ALL PURCHASED CREDITS SHALL BE STRICTLY VALID FOR A PERIOD OF ONE (1) YEAR COMMENCING FROM THE DATE OF PURCHASE. UPON EXPIRY OF SUCH PERIOD, ANY UNUSED CREDITS SHALL AUTOMATICALLY EXPIRE AND LAPSE, AND THE CLIENT COMPANY SHALL HAVE NO FURTHER CLAIMS, RIGHTS, OR ENTITLEMENT TO REFUND, COMPENSATION, EXTENSION, OR SUBSTITUTE BENEFIT IN RESPECT THEREOF.

REDEMPTION OF CREDITS
CREDITS MAY BE REDEEMED BY THE CLIENT COMPANY ONLY FOR VALID PURPOSES WITHIN THE SOFTWARE AND ONLY WHILE THE CLIENT COMPANY MAINTAINS AN ACTIVE, VALID, AND FULLY PAID SUBSCRIPTION. IN THE EVENT THAT THE CLIENT COMPANY’S SUBSCRIPTION EXPIRES, IS CANCELLED, IS TERMINATED (WHETHER VOLUNTARILY OR INVOLUNTARILY), OR IS OTHERWISE SUSPENDED FOR ANY BREACH, DEFAULT, OR NON-PAYMENT, ANY AND ALL UNREDEEMED CREDITS SHALL BE IMMEDIATELY AND IRREVOCABLY FORFEITED, WITHOUT REFUND OR OFFSET.

NO GUARANTEE OF AVAILABILITY
THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT PURCHASED CREDITS WILL BE USABLE IN CONNECTION WITH ANY PARTICULAR FEATURE, FUNCTIONALITY, OR MODULE OF THE SOFTWARE. THE COMPANY RESERVES THE EXCLUSIVE RIGHT TO DETERMINE WHICH FEATURES OR SERVICES MAY BE ACCESSED THROUGH REDEMPTION OF CREDITS, AND TO MODIFY OR DISCONTINUE SUCH CREDIT-REDEEMABLE FEATURES AT ANY TIME WITHOUT NOTICE.

CHANGES IN PRICING
ALL STATED PRICES ARE SUBJECT TO REVISION UPON RENEWAL OF THE SUBSCRIPTION TERM, AT THE SOLE AND ABSOLUTE DISCRETION OF THE COMPANY. IN ADDITION, PRICES SHALL BE SUBJECT TO IMMEDIATE ADJUSTMENT IN THE EVENT OF CHANGES IN APPLICABLE TAXES, DUTIES, GOVERNMENTAL LEVIES, OR OTHER REGULATORY FEES. ANY SUCH PRICE INCREASES SHALL BE DEEMED AUTOMATICALLY INCORPORATED INTO THIS AGREEMENT WITHOUT FURTHER ACTION REQUIRED.

DEFAULT IN PAYMENT
IF THE CLIENT COMPANY FAILS TO MAKE PAYMENT WHEN DUE, THE COMPANY MAY, IN ITS SOLE DISCRETION, CHARGE INTEREST ON THE OUTSTANDING AMOUNTS AT THE RATE OF ONE AND ONE-HALF PERCENT (1.5%) PER MONTH OR THE MAXIMUM RATE PERMITTED BY APPLICABLE LAW, WHICHEVER IS LOWER, CALCULATED DAILY UNTIL FULL PAYMENT IS RECEIVED. FAILURE TO PAY ANY AMOUNT DUE WITHIN TEN (10) DAYS OF NOTICE OF DEFAULT MAY RESULT IN IMMEDIATE SUSPENSION OR TERMINATION OF THE SUBSCRIPTION AND LICENSE RIGHTS, WITHOUT PREJUDICE TO ANY OTHER REMEDIES AVAILABLE TO THE COMPANY UNDER THIS AGREEMENT OR APPLICABLE LAW. THE COMPANY SHALL FURTHER BE ENTITLED TO REFER OUTSTANDING AMOUNTS TO A COLLECTION AGENCY OR INITIATE LEGAL PROCEEDINGS IN ANY COURT OF COMPETENT JURISDICTION (INCLUDING THE DIFC COURTS), AND ALL COSTS, EXPENSES, AND LEGAL FEES INCURRED IN CONNECTION WITH SUCH RECOVERY ACTIONS SHALL BE BORNE EXCLUSIVELY BY THE CLIENT COMPANY.

AUTOMATIC RENEWAL
UNLESS EXPRESSLY TERMINATED IN ACCORDANCE WITH THIS AGREEMENT, THE SUBSCRIPTION SHALL AUTOMATICALLY RENEW FOR SUCCESSIVE TERMS EQUAL TO THE INITIAL TERM, EACH RENEWAL BEING BINDING UPON THE CLIENT COMPANY AT THE REVISED PRICES (IF ANY) THEN IN EFFECT.

NON-PAYMENT DOES NOT TERMINATE OBLIGATION
FOR THE AVOIDANCE OF DOUBT, FAILURE TO ACCESS OR USE THE SOFTWARE, OR THE COMPANY’S EXERCISE OF ITS RIGHT TO SUSPEND ACCESS DUE TO NON-PAYMENT OR VIOLATION OF THIS AGREEMENT, SHALL NOT RELIEVE THE CLIENT COMPANY OF ITS CONTINUING OBLIGATION TO MAKE PAYMENT FOR THE FULL SUBSCRIPTION TERM CONTRACTED.

NO PAUSE, EXTENSION, OR FREEZE
THE CLIENT COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT ALL SUBSCRIPTIONS GRANTED UNDER THIS AGREEMENT ARE CONTINUOUS, UNINTERRUPTIBLE CONTRACTUAL COMMITMENTS AND MAY NOT BE PAUSED, SUSPENDED, INTERRUPTED, OR FROZEN FOR ANY REASON WHATSOEVER, INCLUDING (WITHOUT LIMITATION) CLIENT COMPANY’S INTERNAL OPERATIONAL OR FINANCIAL CIRCUMSTANCES, FORCE MAJEURE, NON-USE OF THE SOFTWARE, OR MIGRATION TO DIFFERENT COMPLIANCE SYSTEMS. FOR THE AVOIDANCE OF DOUBT, ANY REQUEST TO “FREEZE” OR “HOLD” A SUBSCRIPTION TERM SHALL BE TREATED AS A CANCELLATION AND SHALL THEREFORE BE SUBJECT TO THE NOTICE PERIOD AND PENALTIES SET FORTH IN SECTION 6 OF THIS AGREEMENT.

NON-REFUNDABLE AND NON-TRANSFERABLE
ALL PURCHASED CREDITS & SUBSCRIPTIONS SHALL BE NON-REFUNDABLE, NON-CONVERTIBLE TO CASH OR CREDIT BALANCES, AND NON-TRANSFERABLE TO ANY THIRD PARTY OR EVEN TO OTHER ACCOUNTS OR SUBSCRIPTIONS WITHIN THE CLIENT COMPANY’S OWN ORGANIZATION. THE USE OF CREDITS SHALL NOT, UNDER ANY CIRCUMSTANCES, OFFSET OR REPLACE ANY OBLIGATION TO PAY SUBSCRIPTION FEES, WHICH REMAIN SEPARATELY DUE AND PAYABLE IN ACCORDANCE WITH SECTION 6.

SURVIVAL
ALL PAYMENT OBLIGATIONS, PENALTIES, INTEREST, AND REMEDIAL RIGHTS UNDER THIS SECTION SHALL SURVIVE TERMINATION, EXPIRY, OR CANCELLATION OF THE AGREEMENT UNTIL FULL AND FINAL SETTLEMENT OF ALL AMOUNTS OWED TO THE COMPANY HAS BEEN MADE.

7. CERTIFIED SEARCH REPORTS AND DISCLAIMERS 

THE SOFTWARE MAY GENERATE CERTIFIED SEARCH REPORTS BASED UPON DATA SUBMITTED BY THE USER. THE COMPANY DOES NOT WARRANT, REPRESENT, OR ASSUME LIABILITY FOR THE TRUTHFULNESS, ACCURACY, LEGITIMACY, OR COMPLETENESS OF ANY INPUT DATA. ANY CERTIFIED REPORTS PROVIDED THEREFROM SHALL BE RELIED UPON STRICTLY FOR THE CLIENT COMPANY’S INTERNAL PURPOSES AND SHALL NOT CONSTITUTE WARRANTIES, STATEMENTS, OR CERTIFICATIONS ON BEHALF OF THE COMPANY TO ANY THIRD PARTY. 

THE SERVICE IS PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OR GUARANTEES OF UPTIME, UNINTERRUPTED SERVICE, VIRUS-FREE OPERATION, OR DATA TRANSMISSION ACCURACY. 


8. TERMINATION AND WITHDRAWAL 

THE COMPANY RETAINS THE UNILATERAL RIGHT, WITHOUT PRIOR NOTICE OR FURNISHING OF REASONS, TO SUSPEND OR TERMINATE THE CLIENT COMPANY’S OR ANY USER’S ACCESS. UPON TERMINATION, ALL LICENSES GRANTED HEREUNDER SHALL IMMEDIATELY CEASE AND THE CLIENT COMPANY AND USERS SHALL IMMEDIATELY CEASE UTILIZATION OF THE SOFTWARE. 


9. CLIENT DATA AND PRIVACY
THE COMPANY HEREBY EXPRESSLY COVENANTS, WARRANTS, AND UNDERTAKES THAT, SAVE AS EXPRESSLY PROVIDED BELOW, IT SHALL NOT, UNDER ANY CIRCUMSTANCES WHATSOEVER, DISCLOSE, TRANSMIT, LICENSE, LEASE, SELL, ASSIGN, TRANSFER, OR OTHERWISE MAKE AVAILABLE ANY CLIENT DATA TO ANY THIRD PARTY, INCLUDING (WITHOUT LIMITATION) ANY MEMBER OF THE SEN & RAY NETWORK OF PROFESSIONAL FIRMS, AFFILIATES, ASSOCIATES, PARTNERS, AGENTS, CONTRACTORS, OR ADVISORS. FOR THE AVOIDANCE OF DOUBT, THE TERM “CLIENT DATA” SHALL BE DEEMED TO INCLUDE, WITHOUT LIMITATION, ALL SEARCH INPUTS, DOCUMENTS, REPORTS, ATTACHMENTS, OUTPUTS, CERTIFIED REPORTS, TRANSMITTED FILES, ACCOUNT CREDENTIALS, USER METADATA, AND ANY OTHER INFORMATION OR MATERIAL ENTERED INTO, GENERATED BY, OR RESULTING FROM THE USE OF THE SOFTWARE AND/OR SERVICES.

NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL BE EXPRESSLY ENTITLED TO DISCLOSE CLIENT DATA WHEN, WHERE, AND TO THE EXTENT NECESSARY TO COMPLY WITH APPLICABLE LAWS, RULES, AND REGULATIONS OF THE UNITED ARAB EMIRATES, OR PURSUANT TO THE VALID, BINDING, AND ENFORCEABLE REQUIREMENTS OR DIRECTIONS OF ANY COMPETENT REGULATORY, ADMINISTRATIVE, OR INVESTIGATIVE BODY OR AUTHORITY HAVING JURISDICTION. IN SUCH EVENT, THE CLIENT COMPANY IRREVOCABLY ACKNOWLEDGES AND AGREES THAT:

  • SUCH DISCLOSURE SHALL NOT BE DEEMED A BREACH OF THIS AGREEMENT;
  • THE COMPANY SHALL NOT BE LIABLE FOR ANY RESULTING DAMAGES (DIRECT OR INDIRECT) STEMMING THEREFROM; AND
  • THE COMPANY SHALL, IN ITS SOLE DISCRETION, DETERMINE THE EXTENT AND MANNER OF SUCH DISCLOSURE CONSISTENT WITH ITS REGULATORY OBLIGATIONS.

THE CLIENT COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT THE COLLECTION, RETENTION, HANDLING, STORAGE, PROCESSING, AND PROTECTION OF ALL CLIENT DATA SHALL BE SUBJECT, IN ADDITION TO THIS AGREEMENT, TO THE PRIVACY POLICY OF THE COMPANY AS AMENDED, MODIFIED, UPDATED, OR REPLACED FROM TIME TO TIME, THE MOST CURRENT VERSION OF WHICH SHALL BE PUBLISHED AT THE FOLLOWING URL: HTTPS://SENANDRAY.AE/PRIVACY. SUCH PRIVACY POLICY IS HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT AND SHALL HAVE EQUAL FORCE AND EFFECT AS IF EXPRESSLY SET FORTH HEREIN IN FULL TEXT.

WHILE THE COMPANY AGREES TO EMPLOY COMMERCIALLY REASONABLE EFFORTS DESIGNED TO SAFEGUARD AND SECURE CLIENT DATA AGAINST UNAUTHORIZED OR UNLAWFUL ACCESS, USE, ALTERATION, OR DISCLOSURE, THE COMPANY EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, THAT CLIENT DATA SHALL BE IMMUNE FROM UNAUTHORIZED INTRUSION, DISCLOSURE, OR MISUSE.

THE OBLIGATIONS, LIMITATIONS, AND UNDERTAKINGS SET FORTH IN THIS SECTION SHALL SURVIVE ANY TERMINATION, EXPIRY, OR CANCELLATION OF THIS AGREEMENT AND SHALL CONTINUE TO BE FULLY ENFORCEABLE AGAINST THE CLIENT COMPANY AND USERS THEREAFTER.

10. LIMITATION OF LIABILITY 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE USE, NON-USE, OR PERFORMANCE OF THE SOFTWARE. 


THE AGGREGATE LIABILITY OF THE COMPANY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED TWO HUNDRED PERCENT (200%) OF THE BASE MONTHLY SUBSCRIPTION AMOUNT PAID BY THE CLIENT COMPANY FOR THE BILLING CYCLE DURING WHICH THE RELEVANT CLAIM AROSE.


11. INDEMNIFICATION 

THE CLIENT COMPANY AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND LICENSORS AGAINST ANY CLAIM, ACTION, PROCEEDING, DEMAND, LOSS, DAMAGE, LIABILITY, FINE, PENALTY, OR EXPENSE (INCLUDING REASONABLE LEGAL FEES) ARISING OUT OF OR RELATING TO: 

  • CLIENT COMPANY’S BREACH OF THIS AGREEMENT; 
  • CLIENT COMPANY’S USE OR MISUSE OF THE SOFTWARE; 
  • THIRD PARTY RELIANCE UPON OR CLAIM RELATING TO CLIENT-DERIVED REPORTS; OR 
  • CLIENT COMPANY’S VIOLATION OF APPLICABLE LAW OR REGULATORY REQUIREMENT. 


12. NOTICE 
ALL LEGAL NOTICES FROM THE COMPANY SHALL BE TRANSMITTED TO THE REGISTERED ADMINISTRATIVE EMAIL DESIGNATED BY THE CLIENT COMPANY. 

ALL LEGAL NOTICES TO THE COMPANY SHALL ONLY BE CONSIDERED DULY SERVED IF SENT BY REGISTERED POST TO: 

LEGAL DEPARTMENT, SEN & RAY LLC-FZ, LEVEL 41, EMIRATES TOWERS, SHEIKH ZAYED ROAD, PO BOX 31303, DUBAI, UNITED ARAB EMIRATES

OR VIA ELECTRONIC MAIL TO: LEGAL@SENANDRAY.AE. 


13. DISPUTE RESOLUTION AND GOVERNING LAW 

ANY CLAIM, ACTION, OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL, EXCEPT AS OTHERWISE PROVIDED HEREIN, BE FINALLY AND EXCLUSIVELY RESOLVED BY COMPULSORY ARBITRATION ADMINISTERED BY THE DUBAI INTERNATIONAL ARBITRATION CENTER (“DIAC”), IN STRICT ACCORDANCE WITH ITS APPLICABLE RULES, SUCH ARBITRATION TO BE SEATED IN THE EMIRATE OF DUBAI, UNITED ARAB EMIRATES, TO BE CONDUCTED IN THE ENGLISH LANGUAGE BEFORE ONE (1) SOLE ARBITRATOR APPOINTED IN ACCORDANCE WITH DIAC RULES.  


NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL RETAIN, RESERVE, AND BE ENTITLED, AT ITS SOLE, ABSOLUTE, AND UNFETTERED DISCRETION, TO BYPASS ARBITRATION AND INITIATE DIRECT LEGAL PROCEEDINGS IN THE COURTS OF THE DUBAI INTERNATIONAL FINANCIAL CENTRE (DIFC) OR ANY OTHER COURT OF COMPETENT JURISDICTION (INCLUDING WITHOUT LIMITATION, COURTS WITH STATUTORY OR TREATY-BASED ENFORCEMENT POWERS) WHERE IT DEEMS SUCH PROCEEDINGS NECESSARY OR ADVANTAGEOUS FOR:

  • THE PURSUIT OR ENFORCEMENT OF ANY DEBT, OUTSTANDING PAYMENT, OR SUBSCRIPTION FEES OWED BY THE CLIENT COMPANY;
  • THE ENFORCEMENT OF ANY INJUNCTIVE, EQUITABLE, OR INTERIM RELIEF, INCLUDING BUT NOT LIMITED TO ORDERS RELATING TO THE PRESERVATION OF RIGHTS, DATA, OR INTELLECTUAL PROPERTY;
  • THE COMMENCEMENT OF CIVIL PROCEEDINGS FOR BREACH OF CONTRACTUAL OBLIGATIONS OR RELATED ANCILLARY CLAIMS; OR
  • ANY OTHER ACTION, AS ELECTED BY THE COMPANY IN ITS SOLE DISCRETION, WITHIN ANY COURT OR FORUM THAT POSSESSES JURISDICTION AND ENFORCEMENT POWERS OVER THE CLIENT COMPANY OR ITS ASSETS.

FOR THE AVOIDANCE OF DOUBT, THE CLIENT COMPANY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE DIFC COURTS FOR SUCH DIRECT ACTIONS, AND WAIVES ANY OBJECTION AS TO VENUE OR FORUM NON CONVENIENS. 


14. SEVERABILITY 

IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID OR UNENFORCEABLE UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE DEEMED SEVERED WITHOUT AFFECTING THE VALIDITY OR ENFORCEABILITY OF THE REMAINING TERMS, WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT. 


15. ENTIRE AGREEMENT 

THIS DOCUMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREIN, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, REPRESENTATIONS, OR UNDERSTANDINGS, WHETHER ORAL OR WRITTEN.