1. DEFINITIONS

1.1

In this Agreement, unless the context otherwise requires, the following expression have the following meanings:

“Intellectual Property Rights”: means all vested, contingent and/or future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any application for the protection or registration or these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created to which UNIVER may be entitled

Fee : the fee payable by the Customer to UNIVER or the Use Right

System : means the software service which UNIVER is providing to the Customer including any Updates relating thereto that may be provided hereunder or thereunder and any derivative works of the foregoing. Particulars of the System

System Administrators : has the meaning ascribed to it in Clause 2.3

Use Right: the right to use granted by UNIVER pursuant to Clause 2.1

User: means such person to whom the Customer has granted access to use the System, regardless of whether the User actually accesses the System.

1.2

Unless the context otherwise requires:

(a) references to statutory provisions shall be construed as references to those provisions as respectively replaced, amended or re-enacted (whether before or after the date hereof) from time to time and shall unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any application include any provisions of which there are re-enactments (whether with or without modification) and any subordinate legislation made under such provision so far as such modification or re-enactment applies or is capable of applying to any transactions entered into and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced

(b) words importing the singular include the plural and vice versa, words importing any gender include every gender, words importing persons include bodies corporate and unincorporated and references to time shall mean UAE time

(c) references to Clauses, Recitals and other provisions in this Agreement and the Schedules to this Agreement are references to Clauses, Recitals and other provisions of, and Schedules to this Agreement and terms defined in the Recitals shall have the same meanings where used throughout this Agreement

(d) Clause headings are for convenience of reference only and shall not affect the interpretation of this Agreement and

(e) Schedules and Recitals are an integral part of this Agreement and have the same force and effect as if expressly set out in the body of this Agreement and reference to this Agreement includes reference to all the aforesaid.

2. USE RIGHT

2.1

During the term of this Agreement and subject to the terms and conditions herein, UNIVER grants to the Customer a non-exclusive and non-transferable right to permit the Customer’s Users to use the System for the Customer’s business purposes.

2.2

The Parties agree that:

(a) the Customer shall be entitled to display its logo and other branding on the System and

(b) UNIVER shall be identified in the System as the technology partner of the Customer.

2.3

The Customer shall designate one or more system administrators (System Administrators). The System Administrators shall be responsible for managing User access including but not limited to adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorised users.

2.4

The Customer represents and warrants to UNIVER that it has at all times complied with and will continue to comply with the requirements of the General Data Protection Regulation (GDPR), whether applicable to the Customer and/or UNIVER, in respect of the collection, use, disclosure and other handling of personal data. Specifically, the Customer agrees and undertakes with UNIVER that its privacy policy with the Users shall contain provisions which entitles UNIVER to collect and use personal data of the Users for its own internal analytics

2.5

The Customer acknowledges and agrees that the System is not intended for use with protected sensitive information such as credit card numbers, financial account numbers. The Customer assumes all risk arising from use of any such sensitive information with the System including but not limited to the risk of any inadvertent disclosure or unauthorised access thereto. The Customer is responsible for ensuring that the Customer and Customer’s Users’ use of the System is in compliance with all applicable laws and governmental regulations. The Customer acknowledges and agrees to assume all risk arising from any such use that is not compliant with applicable laws and regulations.

2.6

The Customer agrees to the privacy policy of UNIVER (Privacy Policy) located at http://www.univer.me/PrivacyPolicy. The Customer further acknowledges and agrees that UNIVER as well as its representatives and/or agents may from time to time amend, modify or otherwise update this Privacy Policy at its discretion, without prior notification to the Customer. The Customer shall be bound by the Privacy Policy as may be amended, modified or otherwise updated.