APPROVED by

General Manager of EMILISA FZCO

AGREEMENT No. 1

on the provision of services on the terms of a public offer

(user agreement)

Dubai, The UAE,

GENERAL PROVISIONS AND TERMINOLOGY:

According to the text of this Agreement and its annexes, the Parties have agreed to use the following concepts and definitions:

The contractor is EMILISA FZCO, license 17239 number: 193593635, with location address: UAE, Dubai, IFZA Business Park, DDP, premises 17239 — 001.

The Customer is any person (individual entrepreneur or legal entity) who has passed the registration procedure in the System and has the intention to order or purchase a Service and (or) uses certain functionality of the System, including free of charge, in accordance with the procedure provided for in this agreement.

The Parties are the Contractor and the Customer, and each separately is a «Party».

The User of the System is any third party registered in the System, and in the case and in the relevant semantic context of the Contract and (or) the situation, including the Customer and (or) the Contractor.

System Software (SPO) is a virtualization platform, operating system, drivers and system utilities necessary to create an application software execution environment.

Application software (PPO) is software for the creation, reception, transmission and storage of electronic documents and electronic messages (electronic data and document exchange), with which the User carries out electronic exchange of documents and data on the Internet with the Contractor and (or) his contractors, and (or) other Users of the System.

The system is a EMILISA electronic document management system.EDI of EMILISA FZCO (a set of PPO and SPO hosted on the Contractor’s computer server with the ability to access it via the Internet.

The System operator is EMILISA FZCO.

Operations in the System are the actions of the Customer aimed at using the functionality of the System in their business processes. The Customer’s operations include, among other things, making or changing information identifying the Customer (or other Customer data) in the System, transferring funds to the Contractor for using the System.

Services – services provided by the Contractor to the Customer, the list, description and cost of which are specified in this Agreement and (or) on the Website and (or) in the System. Services under this Agreement may be provided as each Service separately or in a complex, both directly by the Contractor and by a third party engaged by him, if the provision of such services requires a special permit (license) and (or) other special competencies that the Contractor does not possess.

Website — the Internet resource of the Performer.

Personal account is a personal private page (area) of a registered User in the System, on (in) which the User manages his account (account), balance (if applicable) and performs User Operations.

Login is a unique name (numeric, alphabetic or mixed) assigned to the Customer during registration in the System and used by the Contractor to identify the Customer.

Password is a designation (numeric, alphabetic or mixed) used by the Customer to access the System on his behalf and perform Customer Operations.

GLN (Global Location Number) is the international identification number of a participant in a business transaction assigned by the GS1 automatic identification system; international identification numbers of participants in a business transaction (global location numbers)/

Personal account (balance) — the Customer’s personal account opened (displayed) by the Contractor to account for funds received from the Customer necessary for the provision of Services and use of the System. A personal account is opened, maintained and managed using the Contractor’s electronic equipment.

SaaS service (software as a service) is a Service provision model in which the Customer uses in his business (economic) activities or to provide services to third parties application software installed by the Contractor on his own computing and data storage resources. Control and management of the IT infrastructure — network, servers, storage systems, operating systems, system software, application software, individual System capabilities (with the exception of a limited set of application configuration settings available to the Customer) is carried out by the Contractor.

STP is the Contractor’s Technical Support Service.

Scheduled routine maintenance is a complex of preventive maintenance to maintain the serviceable condition of the System, equipment, network, engineering systems and infrastructure of the Contractor. Performed by and at the expense of the Contractor and his contractors on any day of the Billing Period in the time period from 00:01 to 5:59.

Emergency recovery work is a complex of unscheduled routine maintenance that must be carried out promptly to eliminate or prevent emergencies and malfunctions of the System, equipment, as well as in the event of a possible violation of the quality or characteristics of services, networks, engineering systems and infrastructure of the Contractor. They are performed by and at the expense of the Contractor and his contractors.

Technical support — setup, maintenance (administration) Systems, software and equipment provided to the Customer, aimed at ensuring stable and uninterrupted provision of Services.

Billing period is the period during which Services are provided to the Customer.

The agreement is the present agreement.

Appendices – all appendices to this Agreement are an integral part of this Agreement.

This list of terms is not exhaustive. In this Agreement and its annexes, terms may be used, the concept of which is disclosed in the relevant annex or in the Agreement.

1. SUBJECT OF THE AGREEMENT

1.1. The Contractor provides (renders) To the customer:

1.1.1. paid services (SaaS), through the Customer’s network access to the System, the type, list and quantity of which are determined by the tariff plan chosen by the Customer, and the Customer or a third party pays for the Services for the Customer in accordance with the terms of the Agreement;

1.1.2. the right to use the System free of charge in terms of: receiving electronic documents, signing such documents and storing them, as well as other System functionality provided for in this agreement.

1.2. Within the framework of the Agreement, the Customer has the right to initiate the provision of additional paid services to ensure electronic document management and other additional services provided by the functionality of the System by making a request through special electronic forms in the System (hereinafter referred to as additional services). Information about the list, pricing and the procedure for providing additional services is posted by the Contractor on the Website and (or) in the System.

1.3. The execution by the Customer of a request for the provision of additional services in accordance with clause 1.2 of the Agreement is a sufficient basis for the provision of additional services by the Contractor – other documents are not required to confirm the conditions agreed by the Parties for the provision of additional services under the Agreement.

1.4. The provision of extended technical support, consultation and support services, including after 18:00, on weekends, holidays and non-working days according to the legislation of the UAE, the operation of information systems, software of the Customer within the framework of interaction with the System takes place on the basis of a separate service agreement concluded with the Customer, according to the price list The Performer posted on the Website and/or in the System.

2. CONCLUSION OF THIS AGREEMENT

2.1. This Agreement is a public agreement, according to which the Contractor undertakes to provide Services to each Customer who applies to the Contractor for Services.

2.2. Bringing the text of this Agreement to the Customer on the Website and (or) in the System is a public offer of the Contractor in accordance with the Law of the UAE.

2.3. The conclusion of this Agreement is made by joining the Customer to this Agreement, through acceptance by the Customer of the terms of this Agreement as a whole, without any conditions, exceptions and reservations.

The contract, subject to its acceptance, is considered concluded in simple written form from the moment of performing the actions specified in p .2.4. Agreements.

2.4. The transfer of funds by the Customer to the Contractor as an advance payment for the Services provided, registration in the Personal Account, Transactions in the System, and / or other actual use of the System, is a complete and unconditional acceptance of this Agreement, and means unconditional acceptance of its terms with obligations to comply with the obligations imposed on the Customer under the Agreement.

The Parties establish that the terms of the concluded Agreement apply to their relations on the use of the System that arose before the conclusion of the Agreement, if any.

2.5. The place of conclusion of the Agreement is the city of Dubai, the UAE.

2.6. When registering in the System, the Customer is obliged to provide the following information:

2.6.1. payer’s account number;

2.6.2. valid (official) work email address;

2.6.3. contact work phone number;

2.6.4. location address (legal address);

2.6.5. GLN number (when using the System functionality — electronic invoices).

A prerequisite for the conclusion of the Contract by the Customer is not to include

The customer is included in the register of false entrepreneurs, unscrupulous suppliers, lists of liquidated entities, debtors to the budget and the fund.

2.7. By accepting this Agreement, the Customer agrees and confirms that:

2.7.1. HE HAS CAREFULLY READ THE TERMS OF THIS AGREEMENT, INCLUDING THE RULES FOR USING THE SYSTEM PROVIDED FOR IN SECTION 15 OF THIS AGREEMENT;

2.7.2. WHEN USING THE SYSTEM, ANY CORRESPONDENCE (INCLUDING CONTRACTS, ADDITIONAL AGREEMENTS, INVOICES, ACTS, NOTICES, CLAIMS, OTHER LETTERS, DOCUMENTS, INCLUDING THOSE RELATED TO COURT RECORDS MANAGEMENT, MEDIATION) SENT BY THE CONTRACTOR AND (OR) ANY USER OF THE SYSTEM USING THE SYSTEM AND RECEIVED (DISPLAYED) IN THE CUSTOMER’S PERSONAL ACCOUNT IN THE SYSTEM AND (OR) SENT TO THE E-MAIL SPECIFIED IN HIS PERSONAL ACCOUNT THROUGH THE SYSTEM, IT IS CONSIDERED TO BE PROPERLY SENT AND DELIVERED TO THE CUSTOMER, REGARDLESS OF, HAS SUCH CORRESPONDENCE BEEN REVIEWED BY THE CUSTOMER;

2.7.3. THE CONTRACTOR HAS THE RIGHT TO REFUSE TO PROVIDE SERVICES AT ANY TIME IF THEIR PROVISION CONTRADICTS THE REQUIREMENTS OF THE LEGISLATION AND (OR) THE CONTRACT.

2.7.4. The certificate of movement of the document (clause 15.2.2. of the Agreement) received on the basis of a document signed and (or) sent in the System has legal force for the Parties and (or) third parties, regardless of the statute of limitations and validity of this agreement.

2.8. The purpose of the Contractor is not to collect personal data of the Customer’s representatives (employees). It is recommended that the customer provide a minimum set of personal data and limit himself to providing work phone numbers, legal and postal addresses, as well as using corporate communications and computer equipment.

2.9. By providing the information specified in Section 14 of the Agreement, the Customer confirms his consent to the use of this information by the Contractor in accordance with the terms of the Agreement.

2.10. Within the framework of the Agreement, the Customer agrees to set up a roaming connection with all contractors connected to other EDI providers.

3. THE PROCEDURE FOR THE PROVISION OF SERVICES

3.1. The provision of Services to the Customer begins from the date of the Customer’s acceptance of the Agreement in accordance with Section 2 of the Agreement. The provision of Services may be terminated or suspended only on the terms stipulated in the Contract and (or) on the grounds provided for by the legislation of the UAE.

3.2. The volume of Services provided by the Contractor to the Customer is determined by the tariff plan selected by him, indicated on the Website and (or) in the System.

3.3. The Customer’s Internet connection is required for proper use of the Services. The Customer is responsible for ensuring a proper Internet connection on the Customer’s side. The Contractor is not responsible for the loss of functionality caused by failures of the Internet connection on the Customer’s side.

3.4. The interaction of the Customer’s contact persons in the process of providing Services, as well as technical support for Services, is carried out through the Contractor’s STP.

3.5. If the Contractor uses third-party software to provide services to the Customer, the license/sublicense agreements for such software are concluded in writing and are an integral part of this Agreement.

3.6. The Customer has the right to participate in the System only under his own name (name). When registering in the System, the Customer provides reliable information that allows him to be identified.

If the Customer specifies a fictitious name (pseudonym) and (or) name, or other unreliable information, all operations are performed by the Contractor using the details specified by the Customer in the Customer’s Personal Account.

3.7. When registering in the System, the Customer is assigned a Username and Password that allows the Contractor to identify the Customer among other users of the System.

3.8. The fact of the Customer’s registration in the System is confirmed by sending a notification by the Contractor to the Customer’s address via e-mail and (or) allowing the Customer to use the functionality of the System.

The notification is sent to the Customer at the e-mail address specified by him during registration in the System. If the Customer specifies an incorrect (non-existent) email address, delivery of the notification to the Customer is impossible, the Customer is considered to have failed the registration procedure and his account may be blocked.

3.9. All actions performed using the Customer’s credentials (Login and Password) are considered to be performed by the Customer himself.

3.10. In case of loss or disclosure of information about the Password and/or Login, the Customer is obliged to immediately change the Login and Password previously assigned to him. In case of failure to change or untimely change of the Login and Password that have become known to third parties, the risk of losses is fully borne directly by the Customer.

3.11. In case of non-fulfillment by the Customer of the conditions set out in clause 3.10. of the Agreement, the Contractor is not responsible for operations performed using the Login and Password previously assigned to the Customer.

3.12. The work in the System is carried out by the Customer using its own terminal equipment, which provides the possibility of establishing communication and transmitting information to the Contractor’s equipment.

3.13. By concluding this Agreement, the Customer confirms and guarantees that the equipment and means of communication used by him, including the services of enterprises (organizations, operators) used by the Customer, are sufficient and serviceable, and according to their technical characteristics allow the Customer to fully comply with the terms of this Agreement.

3.14. In case of failures, malfunctions, interruption or termination of the Customer’s communication with the Contractor, caused both by the fault of the Customer himself and the communication company (organization, operator) whose services the Customer uses to work in the System, complete or partial shutdown of the Customer’s equipment and other reasons beyond the Contractor’s control, the risk of losses The Customer is directly responsible in full.

3.15. The Contractor guarantees:

• safety and confidentiality of data, documents, information, and funds entered by the Customer in case of failures and malfunctions in the Contractor’s equipment;
• the accuracy of the algorithms of the System, but subject to the correct direction of their use by the Customer. The Customer accepts the algorithms of the System operation on the «as is» principle.

3.16. Information and documents entered (posted) by the Customer (and/or his authorized persons) while working in the System are confidential and belong to the Customer. The Contractor provides only technical and software tools for its operational processing, including signing, systematization, storage and protection.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Contractor is obliged to:

4.1.1. To provide Services to the Customer in an appropriate manner at prices and other conditions determined by this Agreement. At the same time, the Customer accepts the functionality, architecture, technical parameters and operation of the System on an «as is» basis.

4.1.2. Provide the Customer with round-the-clock access to the System throughout the entire term of the Agreement, except for the cases described in clause 4.2.4 of the Agreement.

4.1.3. Provide the Customer with the opportunity to receive consultations from the Contractor’s technical support service by phone and/or e-mail and (or) other means of communication when the Customer specifies his login or contact details. Consultations are limited to issues related to the order of the Customer’s work in the System and are of a consultative and technical nature.

4.1.4. To ensure, in accordance with the requirements of regulatory legal acts, the safety of documents and information of Users in the System.

4.2. The Contractor has the right to:

4.2.1. To request and receive from the Customer information, documents and materials necessary solely for the fulfillment of its obligations under the Agreement.

4.2.2. In case of non-receipt of payment for Services from the Customer or receipt of payment from the Customer not in full, unilaterally suspend the provision of Services out of court or unilaterally refuse to fulfill obligations under this Agreement until the proper payment for Services.

4.2.3. With prior notification, suspend the provision of Services to the Customer on the basis of an official instruction from an authorized state body, in accordance with the legislation of the UAE.

4.2.4. Unilaterally suspend the provision of Services to the Customer out of court, including disabling software or hardware (capacities) The Contractor, in the following cases:

• if the actions of the Customer are capable of causing a malfunction of the software or hardware (capacities) of the Contractor or third parties;
• if the Customer performs actions that may lead to unauthorized access by the Customer or third parties to the Contractor’s information resources;
• detection of significant malfunctions, errors and failures, cases of unauthorized access to System resources or DDoS attacks;
• non-payment for Services (clause 1.1.1), according to the Agreement;
• at the request of authorized state bodies;
• interference of the Customer in the work of the Contractor for the provision of Services, which led to a violation or deterioration of the quality of the System;
• detection of unauthorized access to the System under the details (login, password) of the Customer of a third party.

For the purposes of determining the terms of the Contractor’s liability, the circumstances specified in this clause of the Agreement are considered as force majeure.

4.2.5. Independently change (decrease or increase) the amount of funds held in the Customer’s Personal Account in cases of errors in conducting transactions, establishing facts of illegal or unfair changes in the state of the Personal Account.

4.2.6. Suspend the provision of Services for the time necessary for carrying out Preventive (routine, emergency recovery) work.

4.2.7. Without agreement with the Customer, involve third parties to fulfill obligations under this Agreement, remaining responsible for their actions to the Customer. The Contractor has the right to unilaterally transfer its rights and obligations under this agreement to third parties without agreement with the Customer.

4.2.8. Modify or release new versions of the System at any time and for any reason, including in order to meet the needs of the Customer or the requirements of competitiveness, in order to comply with the current legislation of the UAE. The Contractor reserves the right to add new properties and functionality of the System or remove existing properties and functionality from the System unilaterally without prior notice to the Customer.

4.2.9. Conclude any agreements with third parties on granting the right to use the System, including on terms similar to the terms of this agreement.

4.2.10. Unilaterally, out of court, make any changes to the Agreement in the manner provided for by the Agreement.

4.2.11. In case of violation by the Customer of the terms of the Agreement, — suspend, restrict or terminate such Customer’s access to the System unilaterally out of court at any time, without being responsible for any harm that may be caused to the Customer by such actions.

4.3. The Customer is obliged to:

4.3.1. To make timely and full payment for Services (clause 1.1.1) in accordance with the procedure specified in this Agreement.

4.3.2. Indicate reliable data when registering in the System and other reliable data when using the System functionality and keep them up to date.

Immediately change the data used to log in if the Customer has reason to suspect that his email addresses and passwords used to log in have been disclosed or may be used by third parties.

4.3.3. Independently ensure a permanent or session connection with the Internet of your own server or workstation. The Contractor is not responsible for the operability of the Customer’s hardware and software, as well as for the operability of the Internet connection.

4.3.4. Upon request of the Contractor, provide him with the information necessary for the provision of Services.

4.3.5. To prevent cases of unauthorized access to the System, as well as to restrict the access of their representatives (employees) who do not have the proper authority to use the System, and in the case of using the System’s functionality providing for significant legal actions, to restrict (terminate) the access of persons who do not have the rights to perform such legally significant actions in the System on behalf of the Reserve.

4.3.6. Do not independently make changes to the program code of the System and (or) other software provided by the Contractor.

4.3.7. To prevent the placement of materials and documents containing information in his Personal Account, the dissemination of which is prohibited by the legislation of the UAE.

4.3.8. In case of a change in the previously provided data for registration in the System, provide the Contractor with the changed data no later than one business day following the day of the change of such data.

4.3.9. Regularly, but at least once a calendar week, get acquainted on the Website and (or) in the System with information related to the procedure for using the System, including amendments and additions to this Agreement, published in accordance with the procedure specified in Section 11 of this Agreement.

4.3.10. Notify the Contractor in writing if the Customer does not receive or cannot receive the Services for any reason, within 3 (three) business days from the date of non-receipt of the Services. Otherwise, the Services under the Contract will be considered provided in full and are subject to payment.

4.3.11. Use the System only for legitimate purposes in compliance with the current legislation of the UAE.

4.3.12. Regularly, but at least once a calendar week, conduct an information audit of the Personal Account, including for incoming messages and documents.

4.4. The Customer has the right to:

4.4.1. Require the Contractor to provide Services to him in accordance with the terms of the Agreement.

4.4.2. In case of limitation of the provision of Services, contact the Contractor’s STP.

4.4.3. To seek advice on the operation of the System from the specialists of the Contractor’s technical support service from 9:00 to 18:00 from Monday to Friday, except weekends, holidays and non-working days according to the legislation of the UAE.

The Contractor receives the Customer’s requests around the clock through the form on the Website and (or) in the System. Next, the request processing procedure is carried out in accordance with the internal regulations of the technical support service.

4.4.4. Make suggestions on changing the functionality of the System.

4.4.5. Terminate this agreement in accordance with the procedure and conditions established by the Agreement and (or) the legislation of the UAE.

COST AND PAYMENT PROCEDURE

5.1. The cost of Services (clause 1.1.1) and current tariff plans are posted on the Website and (or) in the System.

5.2. After registering in the System and selecting a tariff in the «Tariffs» section of the System, the Customer makes an advance payment based on the invoice issued by the System. After confirmation of receipt of payment, the Contractor replenishes the Customer’s Personal Account (balance) in the System.

5.3. The settlement (reporting) period under this Agreement is considered to be a calendar month.

5.4. The Customer has the right to receive paid Services under the Agreement if there are funds in his Personal Account.

5.5. Payment is made by the User through the use of payment systems specified on the Website and (or) in the System, or by wire transfer of funds to the Contractor’s current account using the details specified in the Agreement and (or) the account, while:

5.5.1. reference 1) to date No. of this Agreement 2) The tariff plan in the payment instructions to the bank is mandatory;

5.5.2. all costs of the Customer related to the transfer of funds under the Agreement are borne by the Customer.

5.6. If additional services are provided to the Customer in accordance with clause 1.2 of the Agreement, payment for such services is made by debiting funds from the Customer’s Personal Account (balance).

5.7. The Contractor has the right to unilaterally change the tariffs for the provision of Services. The effective date of the new tariffs for the Customer is the first day of the unpaid period for using the System.

5.8. In order to familiarize the Customer with the capabilities of the System, the Contractor provides a free demo period, at the end of which the Customer must make a decision to switch to a paid tariff, or a decision to end the use of the paid functionality of the System.

5.9. The terms of this section of the Agreement do not apply to Customers who have registered in the System through a referral link provided by Partner Companies, except in cases when Partner Companies do not fulfill their obligations to pay for Saas services as third parties for their customers to whom Partner Companies have provided a referral link.

6.DELIVERY-ACCEPTANCE OF SERVICES RENDERED

6.1. At the end of each billing period, the Parties draw up an act of acceptance of the services rendered.

6.2. Confirmation of the fact and volume of Services rendered during the reporting period is the act of acceptance of Services rendered.

6.3. The terms of this section of the Agreement do not apply to Customers who have registered in the System through a referral link provided by Partner Companies, except in cases when Partner Companies do not fulfill their obligations to pay for Saas services as third parties for their customers to whom Partner Companies have provided a referral link.

OPEN LICENSE

7.1. In order to fulfill its obligations under this Agreement, the Contractor, being the rightholder of the copyright object or related rights (PPO System), provides the Customer with a simple (non-exclusive) license to use the Copyright Object in a simplified manner (open license).

7.2. The beginning of the use of the Copyright Object is the acceptance of the terms of this Agreement.

7.3. The validity period of the Open License is the period during which the Contractor provides Services to the Customer under this Agreement.

7.4. The System is the intellectual property of its rightful owners and is protected by the intellectual property legislation of the UAE, as well as relevant international legal treaties and conventions. Any use of elements included in the System, including symbols, texts, graphic images, trademark programs and other objects, except as permitted in this Agreement, without the permission of the Contractor or other legal rightholder is illegal and may serve as a reason for legal proceedings and bringing violators to civil, administrative and criminal liability in accordance with in accordance with the legislation of the UAE.

8. RESPONSIBILITY OF THE PARTIES

8.1. The Parties are responsible for non-fulfillment or improper fulfillment of obligations under the Agreement in accordance with the current legislation of the UAE and this Agreement.

8.2. The Contractor is responsible for:

8.2.1. ensuring round-the-clock and uninterrupted access to the System, except for the cases specified in clause 4.2.4. of the Agreement;

8.2.2. storage and protection of information in the System in accordance with the legislation.

8.3. The Parties to the Agreement unconditionally agree that the maximum amount of damages that can be recovered from the Contractor is limited to the amount of remuneration paid by the Customer for the last three reporting periods (clause 5.3.).

The Customer’s only right or remedy in relation to any problems or dissatisfaction with the System is to immediately stop using the System.

8.4. The Customer is responsible for any actions taken by his representatives in the process of using the Internet, the Website, the System, and other information resources, as well as for the consequences of such actions. The Customer is responsible for all actions using the Username and Password received during registration to log into the Personal Account of the System.

8.5. The Customer is responsible for any, including unauthorized, actions of third parties, and in cases provided for by the Contract, unauthorized actions of the Customer’s representatives that occurred as a result of the Customer’s failure to comply with the confidentiality of his Account or other confidential information, as well as for the consequences of such actions.

8.6. The Contractor is not responsible for violations of the rights of third parties resulting from the actions of the Customer committed using the System.

9. FORCE MAJEURE CIRCUMSTANCES

9.1. The Parties are released from liability for partial or complete non-fulfillment of obligations under this Agreement if it was the result of force majeure circumstances.

9.2. Force majeure circumstances include, but are not limited to, events that a Party cannot influence and for the occurrence of which it is not responsible, such as: war, uprising, strike, earthquake, flood, fire, severe weather conditions or other natural disasters, government regulations, orders (decrees) of state bodies and officials, laws and other regulations of the competent authorities adopted after the acceptance of the Treaty, international sanctions, quarantine, restriction of free movement, closure of borders, making it impossible to fulfill the obligations established by the Agreement, as well as actions of state or local government and management bodies or their representatives that prevent the fulfillment of the terms of the Agreement, and other unforeseen circumstances, including malfunctions in the city power grid, technical problems at transit nodes of the Internet, complete or partial suspension of the operation of data processing centers and other violations the functioning of data transmission networks, cable rupture, which are outside the sphere of influence of the Parties, but not limited to the above.

9.3. If any of these circumstances directly affected the fulfillment of obligations within the time period established by this Agreement, then this period shall be extended proportionally for the duration of the relevant circumstance.

9.4. The Party who has suffered losses and has applied for the recovery of such losses to the other Party has the right to demand from the other Party documentary confirmation of the occurrence of force majeure circumstances.

9.5. If these circumstances continue for more than 1 (one) month, each of the Parties has the right to refuse further fulfillment of obligations under this Agreement.

9.6. Despite the occurrence of force majeure circumstances, before the termination of this Agreement due to such circumstances, the Parties make final settlements.

10. DISPUTE RESOLUTION

10.1. All disputes and disagreements arising during the execution of this Agreement will be resolved by the parties through a claim procedure.

10.2. The Interested Party submits a claim in writing, signed by an authorized person. The claim must be sent by registered mail with acknowledgment of delivery and a list of attachments to the location of the Party to which the claim was sent or using the System.

10.3. The claim must be accompanied by documents substantiating the demands made by the interested Party (if the other Party does not have them). 10.4. The Party to which the claim is sent is obliged to consider the received claim and notify the interested Party in writing about the results within 10 (ten) business days from the date of its receipt.

10.5. In the event of failure to resolve disagreements in the claim procedure, as well as in the event of failure to receive a response to the claim within the period specified in clause 10.4 of this agreement, the dispute is referred to the competent court of the UAE at the location of the Contractor.

THE PROCEDURE FOR MAKING AMENDMENTS AND ADDITIONS TO THE AGREEMENT

11.1. Amendments and/or additions to the Agreement are made unilaterally out of court by the decision of the Contractor. The effective date of changes and/or additions to this agreement is the date of publication of these changes and/or additions on the Website and/or in the System.

11.2. The text of amendments and/or additions to the Agreement or its new version is brought to the public by the Contractor by posting relevant information on the Website and (or) in the System by publishing a new version of the Agreement.

11.3. If the Customer does not agree with the amendments and/or additions to the Agreement, the Customer has the right to terminate this agreement by notifying the Contractor of the Customer’s refusal of the Contractor’s Services, as well as of disagreement with the amendments and/or additions, or non-adherence to the new version of the Agreement or refusal to comply with its terms.

11.4. The Parties agree that silence (absence of written notifications of termination of the Agreement or disagreement with certain provisions of the Agreement, including changes in tariffs) is recognized as consent and accession of the Party to the new version of the Agreement.

12. TERM OF VALIDITY AND PROCEDURE FOR TERMINATION OF THE AGREEMENT

12.1. The Agreement comes into force from the moment of its conclusion and is valid until 12/31/2030.

12.2. Unless otherwise provided by this Agreement, each of the Parties has the right to unilaterally refuse to perform this Agreement by sending the other Party a corresponding written notification at least 30 (thirty) calendar days before the date of such refusal.

12.3. This Agreement may be terminated by agreement of the Parties, as well as on other grounds established by the legislation of the UAE and (or) the Agreement.

13. CONFIDENTIALITY

13.1. For the purposes of this Agreement, the term «Confidential Information» means any information and documents, the exchange and receipt of which is provided for under this Agreement and (or) using the System, including, but not limited to, personal data, insider information, as well as trade secrets, information and documents of any nature which have actual or potential commercial value due to their unknown to third parties, not intended for wide distribution and/or use by an unlimited number of persons.

13.2. The Parties undertake to keep Confidential Information and take all necessary measures to protect it, including in the event of reorganization or liquidation of the Parties. The Parties confirm that they will not disclose and will not allow the disclosure of Confidential Information to any third parties without the prior written consent of the other Party, except in cases of unintentional and/or forced disclosure of Confidential Information due to force majeure circumstances or due to the requirements of the current legislation of the UAE, court decisions of the relevant jurisdiction that have entered into force or the legitimate requirements of competent state authorities and management, provided, that in the event of any such disclosure (a) the Party will notify the other Party in advance of the occurrence of a relevant event that requires the disclosure of Confidential Information, as well as the terms and conditions of such disclosure; and (b) the Party will disclose only that part of the Confidential Information, the disclosure of which is necessary due to the application of the provisions of the current legislation of the UAE, the decisions of the courts of the relevant jurisdiction that have entered into force or the legitimate requirements of the competent authorities and management.

13.3. The relevant Party to this Agreement is responsible for actions (inaction) their representatives (employees) and other persons who have received access to Confidential Information.

13.4. For the purposes of this Agreement, «Disclosure of Confidential Information» means unauthorized actions by the relevant Party of the other Party, as a result of which any third parties gain access and the opportunity to familiarize themselves with Confidential Information. The disclosure of Confidential Information is also recognized as the inaction of the relevant Party, expressed in the failure to ensure an appropriate level of protection of Confidential Information and resulting in access to such information by any third parties.

13.5. The fact of the conclusion of the Contract is not confidential information.

Exceptions:

13.6. The Parties are not obliged to maintain the confidentiality of any information or refrain from using it if this information has become publicly available at the time of its disclosure without the fault of the Parties.

13.7. The transfer of Confidential Information to a state body is not considered disclosure in cases where Confidential Information is subject to submission to state bodies on the basis of a legal requirement signed by an authorized official of such body or in cases directly reviewed by regulatory legal acts of the UAE.

13.8. Confidential information is provided within the competence of state bodies. At the same time, the transfer of Confidential Information to a public authority must be carried out in accordance with regulatory legal acts, local regulatory acts of the Party establishing the procedure for such transfer and the adoption by the Party of all commercially reasonable measures to limit the disclosure of such information and ensure its confidentiality and protection.

13.9. Disclosure made by virtue of the provisions of clauses 13.6. — clause 13.8. of this agreement does not release the Party from the obligation to treat this information subsequently as Confidential Information.

13.10. During the term of the Agreement and 3 (three) upon termination of its validity, each Party shall consider and protect as confidential all information obtained as a result of the execution of this Agreement.

14. OBLIGATIONS OF THE PARTIES IN THE FIELD OF PERSONAL DATA PROCESSING

14.1. The Customer guarantees that:

14.1.1. when processing personal data, they comply with all the rights of personal data subjects provided for by the legislation of the UAE in the field of personal data protection;

14.1.2. he has obtained the consent of the subjects of personal data to the processing of personal data belonging to them, including the assignment of such processing to the Contractor as an authorized person if such processing is required to fulfill his obligations under the Agreement;

14.1.3. when posting personal data in the System, they comply with all the principles and conditions of personal data processing and restrictions provided for by the current legislation of the UAE.

14.2. The Contractor guarantees that:

14.2.1. he has taken the necessary organizational and technical measures to protect personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, dissemination of personal data, as well as from other illegal actions in relation to personal data, in particular:

• identification of threats to the security of personal data during their processing;
• establishment of rules for access to processed personal data;
• detection of unauthorized access to personal data and taking measures to prevent them;
• conducting an assessment of the effectiveness of measures taken to ensure the security of personal data and control over the measures taken.

14.2.2. the processing of personal data is carried out on the territory of the UAE and solely for the purpose of fulfilling the obligations of the Contractor under the Agreement.

14.2.3. in case of termination of the Agreement and/or receipt of a request from the personal data subject containing withdrawal of consent to the processing of personal data, the Customer, together with other document owners, has the right to send a notification to the Contractor about the need to delete documents containing personal data posted in the System and (or) received through the Website.

14.3. In order to comply with the rights of the personal data subject the Parties agreed to establish the following procedure for interaction:

14.3.1. The Customer (the Operator of personal data processing) undertakes, within 7 (seven) business days from the date of receipt of the request containing the withdrawal of the personal data subject’s consent to the processing of personal data, to notify the Contractor of the need to delete the withdrawn data or to provide the personal data subject with a reasoned refusal to fulfill such a request;

14.3.2. at the request of the Contractor, the Customer is obliged to provide evidence of compliance with the rights of the subject of personal data provided for by the legislation of the UAE, as well as documents confirming the proper fulfillment by the Customer of other obligations provided for by legislation in the field of personal data processing.

14.4. The transfer of personal data of employees/representatives of the Parties under this Agreement is not considered by the Parties as an assignment for the processing of personal data.

14.5. The Party transferring the personal data of its employees/representatives is obliged to obtain their consent as subjects of personal data to transfer personal data to the other Party, as well as to inform them of the fact of such transfer. The responsibility for the legality of the transfer and reliability of personal data provided for the purpose of fulfilling this Agreement is borne by the Party transferring personal data.

14.6. The Party receiving the personal data of employees/representatives of the other Party has the right to transfer the received personal data to third parties solely for the purpose of fulfilling the Contract and to the extent necessary for this purpose. The Party is obliged, at the request of the other Party, to provide information about the third parties to whom personal data was transferred: their name, address of the location (place of registration / residence), information about which personal data of which personal data subjects were transferred to which third parties.

15. RULES FOR USING THE SYSTEM.

correspondence. NOTIFICATIONS AND NOTIFICATIONS IN THE SYSTEM.

REQUIREMENTS FOR DOCUMENT FORMATS

15.1. The signing of documents in electronic form and (or) electronic documents, as well as the exchange between the Parties, between the Parties and other Users of the System, of such documents is carried out using the EMILISA electronic document management system.EDI of EMILISA FZCO. The operator of the System is EMILISA FZCO.

Any correspondence (including, but not limited to: this agreement, agreements, additional agreements, invoices, acts, notices, claims, lawsuits, any documents related to mediation and other documents) signed in the System and (or) sent to the personal account of a Party or another User in the System and (or) to the e-mail of the Party or another User specified in the Personal Account of the System, it is considered to be duly signed by the Party or another User of the system and (or) sent and handed to the Party or another User, regardless of whether, whether the correspondence was viewed by the Party.

15.2. The Parties agree and unconditionally confirm that:

15.2.1 the documents specified in clause 15.1. of the Agreement are recognized as duly delivered, received (delivered) on an equal basis, as if the delivery and delivery of such documents on paper were carried out by an official postal operator. At the same time, such documents are considered received (handed over) when they are displayed in the personal account of the Party in the System, including if:

15.2.1.1. The Party refused to receive the document (message) and (or) rejected the document (message) in the System and (or) deleted the document (message);

15.2.1.2. The Party has not reviewed the received document.

15.2.2. the arbitration document for the Parties, Users of the system and third parties certifying the receipt of a document and (or) a message when using the System, as well as determining the date and time of signing, sending/receiving such documents and messages in the System is the «Certificate of document movement» (hereinafter, unless otherwise provided in the text – «Certificate»), generated by the System at the request of the Party, the User of the system and signed with an electronic digital signature (hereinafter — EDS) System Operator: EMILISA FZCO;

15.2.3. the display of EDS on the document, affixed by the System after signing such a document by a Party or User of the system belonging to them with an electronic digital signature, and consisting of:

• date and time of signature;
• the name of the owner of the EDS key certificate;
• public key identifier numbers,

it is an analogue of the handwritten signature of the Party, the User of the system who signed such a document, belonging to their EDS. In this case, the original document specified in this paragraph of the Agreement is both the electronic display of such a document in electronic form and the reproduction of such a display on paper.

15.3. In exceptional cases (technical malfunction and/or unavailability of the System), it is allowed:

• signing of the documents specified in clause 15.1. of the Contract on paper;
• forwarding of correspondence specified in paragraph 15.1. The Contract, in hard copy through the postal authorities and (or) in electronic form using the e-mail of the Parties specified in the System.

When sending such correspondence by e-mail specified in this paragraph of the Agreement, the documents used in the relationship between the Parties in electronic form are recognized as legally equivalent to the corresponding paper documents signed with a handwritten signature.

15.4. The Parties acknowledge and guarantee that persons with access to the System and e-mail correspondence are duly authorized to participate in the exchange of documents on behalf of the Parties, including to perform legally significant actions in the event of such actions by the Parties in the System.

15.5. For the purposes of this agreement, correspondence is also considered to have been handed over to the Party:

a) when mailing to the legal address of the Party if:

• The Party has received the correspondence sent to it;
• The party refused to receive correspondence and such refusal is documented;
• The Party did not appear to receive correspondence sent to it by the other Party in accordance with the established procedure, as indicated by the communication authority.

b) if sent to the email address of the Party specified in the System.

15.6. Each of the Parties undertakes to promptly check the correspondence received in the System and to the e-mail addresses of the Parties determined according to the Agreement, but in any case at least once within three calendar days.

15.7. Requirements for electronic documents:

15.7.1. An electronic document is initially created in electronic form without prior documentation on paper.

15.7.2. Before signing the EDS, the document must be converted into one of the following formats:

1) PDF, XLS, XLSX, ODT — for documents with text content;

2) PDF, JPEG (JPG), PNG, TIFF — for documents with graphic content.

The file size of an electronic document should not exceed 25 MB.

In the case of signing documents in the RTF, DOC, DOCX format in the System, the Contractor is not responsible for the correctness of the displayed information after the automatic conversion of the document to PDF by the System.

15.8. Requirements for electronic images of documents (electronic copy of a document on paper) — a copy of a document made on paper, certified with an electronic digital signature, translated into electronic form using scanning tools)):

15.8.1. the electronic image of the document is created using scanning tools.

Scanning of a document on paper should be performed on a 1:1 scale in black and white or gray (quality 200-300 dots per inch), ensuring the preservation of all the details and authentic signs of authenticity, namely: the graphic signature of the person, the seal and the corner stamp of the form (if available), scanning in full color mode it is carried out if there are color graphic images in the document or color text, if this is important for the consideration of the case;

15.8.2. the electronic image file of the document must be written/saved in Portable Document Format (PDF/A1 or PDF/A2) (it is recommended to create an electronic image of the document with the ability to copy text);

15.8.3. The electronic image of the document may be certified (certified) by an EDS.

The certification of an electronic image is carried out by signing an EDS using the personal key of the person who produced the electronic image and checked its quality and (or) using a personal key owned by the user. The person(s) authorized by the user to certify an electronic copy is determined by a local legal act.

15.9. The Customer unconditionally confirms that:

15.9.1. I agree to receive System, including technical, messages/notifications and cannot refuse to send such messages/notifications.

15.9.2. I agree to receive marketing messages/notifications and may refuse to send such messages/notifications by informing the Contractor about it.

16. OTHER CONDITIONS

16.1. The terms and conditions of this Agreement fully define all agreements between the Parties.

16.2. If any of the terms of the Agreement loses its legal force, is declared illegal, or is excluded from the Agreement, this does not entail the invalidity of the remaining terms of the Agreement, which remain in force and are binding on the Parties.

16.3. In fulfilling their obligations under the Agreement, the Parties undertake to comply with legislation in the field of combating corruption, as well as to prevent actions of a corrupt nature. In the event of a conflict of interest, the Parties undertake to inform each other about it within 10 (ten) working days and take comprehensive measures to eliminate it. If there is a conflict of interest that cannot be eliminated, the Contract is subject to revision, including termination.

16.4. In all other matters that are not directly provided for in this Agreement, the parties are guided by the legislation of theUAE.

17. ADDRESS AND DETAILS OF THE CONTRACTOR

EMILISA FZCO
License number 17239
Legal address UAE, Dubai, IFZA Business Park, DDP, premises 17239 — 001
UAE, Dubai, IFZA
Business Park, DDP, premises 17239 — 001