Definitions and Interpretation

Definitions

In these Terms and Conditions, unless the context otherwise requires:

Interpretation

In these Terms and Conditions:

• headings are for convenience only and shall not affect interpretation;
• the singular includes the plural and vice versa;
• references to "including" mean "including without limitation";
• references to "Articles" or "Sections" are to articles or sections of these Terms unless otherwise specified;
• any reference to a statute or regulation includes all amendments, modifications, and re-enactments thereof;
• if any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect;
• no rule of construction shall apply to the disadvantage of a party because that party was responsible for preparing these Terms.

Acceptance and Eligibility

Acceptance of Terms

By accessing or using the Site, you represent and warrant that:

• you have read, understood, and agree to be bound by these Terms;
• you have the legal capacity to enter into a binding agreement under the laws of the United Arab Emirates and your jurisdiction of residence;
• if you are accepting these Terms on behalf of an entity, you have the authority to bind such entity to these Terms, and such entity is duly organized and validly existing under applicable UAE laws or the laws of its jurisdiction of incorporation;
• your use of the Site will comply with all Applicable Laws, including UAE federal laws and IFZA regulations;
• you are at least twenty-one (21) years of age or the age of majority in your jurisdiction, whichever is higher;

Amendments and Modifications

CNTXT AI reserves the right, in its sole discretion, to modify or replace these Terms at any time. If a revision is material, as determined by CNTXT AI in its sole discretion, CNTXT AI will use commercially reasonable efforts to provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at CNTXT AI's sole discretion. By continuing to access or use the Site after any revisions become effective, you agree to be bound by the revised Terms.

Additional Terms

Your use of certain features, services, or functionalities of the Site may be subject to additional terms and conditions, which shall be deemed incorporated into and form part of these Terms.

Proprietary Rights

Ownership

The Site and all Materials are the exclusive property of CNTXT AI or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All Intellectual Property Rights in and to the Site and Materials are owned by CNTXT AI or its licensors and are protected under UAE law, international treaties, and conventions.

Limited License

Subject to your compliance with these Terms, CNTXT AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site for your personal, non-commercial use. This license does not include any right to:

• modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Materials;
• use any data mining, robots, or similar data gathering or extraction methods;
• access or use the Site to build a similar or competitive website, product, or service;
• remove, obscure, or alter any copyright, trademark, or other proprietary rights notices;
• use the Site in any manner that could damage, disable, overburden, or impair the Site;
• attempt to gain unauthorized access to any portion of the Site or any systems or networks connected to the Site.

Restrictions

You agree not to:

• reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Site;
• circumvent, disable, or otherwise interfere with security-related features of the Site;
• use the Site for any illegal purpose or in violation of any Applicable Law;
• interfere with or disrupt the integrity or performance of the Site;
• attempt to gain unauthorized access to the Site or its related systems or networks;
• collect or store personal data about other users without their express permission;
• impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

User Submissions

License to CNTXT AI

By submitting any Submission to or through the Site, you grant CNTXT AI a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Submission in any media.

Representations and Warranties

You represent and warrant that:

• you own or have the necessary rights to grant the license set forth above;
• your Submissions do not violate any Applicable Law or infringe any Third Party's Intellectual Property Rights;
• your Submissions do not contain any viruses, worms, or other harmful code;
• your Submissions are not defamatory, obscene, pornographic, abusive, offensive, or otherwise objectionable;
• your Submissions do not violate any person's privacy or publicity rights.

Monitoring and Enforcement

CNTXT AI has the right, but not the obligation, to:

• monitor all Submissions;
• remove or refuse to post any Submission for any reason;
• disclose any Submission to law enforcement or other governmental authorities;
• take any action with respect to any Submission that CNTXT AI deems necessary or appropriate.

Privacy and Data Protection

Privacy Policy

Your use of the Site is subject to CNTXT AI's Privacy Policy, which is incorporated by reference into these Terms. Please review the Privacy Policy to understand our practices regarding the collection, use, and disclosure of your Personal Data.

UAE Data Protection Compliance

CNTXT AI processes Personal Data in accordance with UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and all applicable IFZA regulations. We are committed to protecting your Personal Data and ensuring transparency in our data processing activities.

International Transfers

If you are accessing the Site from outside the UAE, please be aware that your information may be transferred to, stored, and processed in the UAE or other countries. By using the Site, you consent to such transfer, storage, and processing in accordance with applicable data protection laws.

Third-Party Links and Services

Third-Party Websites

The Site may contain links to third-party websites or services that are not owned or controlled by CNTXT AI. CNTXT AI has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services.

No Endorsement

The inclusion of any link does not imply endorsement by CNTXT AI of the linked site. Use of any such linked website is at your own risk.

Your Responsibility

You acknowledge and agree that CNTXT AI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, goods, or services available on or through any third-party websites or services.

Account Registration and Security

Account Creation

To access certain features of the Site, you may be required to register for an Account. You agree to:

• provide accurate, current, and complete information during registration;
• maintain and promptly update your Account information;
• maintain the security of your password and accept all risks of unauthorized access;
• notify CNTXT AI immediately of any unauthorized use of your Account.

Account Responsibility

You are responsible for all activities that occur under your Account. CNTXT AI is not liable for any loss or damage arising from your failure to maintain the security of your Account.

Account Termination

CNTXT AI reserves the right to suspend or terminate your Account at any time, with or without notice, for any reason, including without limitation if you breach these Terms.

Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

• violating any Applicable Law, including UAE laws, IFZA regulations, and international laws;
• infringing any Intellectual Property Rights of CNTXT AI or any Third Party;
• transmitting any harmful code, including viruses, worms, or trojans;
• engaging in any form of automated data collection, scraping, or harvesting;
• attempting to gain unauthorized access to the Site or related systems;
• interfering with or disrupting the Site or servers;
• impersonating any person or entity;
• harassing, threatening, or intimidating any person;
• posting or transmitting any defamatory, obscene, or offensive content;
• violating any person's privacy or publicity rights;
• engaging in any commercial activity without CNTXT AI's prior written consent;
• using the Site for any illegal or unauthorized purpose.

Disclaimers

As-Is Basis

THE SITE AND ALL MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CNTXT AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE SITE OR MATERIALS;
• WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE;
• WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION OBTAINED THROUGH THE SITE.

No Professional Advice

The Site and Materials are for informational purposes only and do not constitute professional advice. You should not rely on the Site or Materials as a substitute for professional advice.

UAE Law Compliance

These disclaimers are made in accordance with UAE law and IFZA regulations. Nothing in these Terms shall exclude or limit CNTXT AI's liability in a manner that is prohibited by UAE law.

Limitation of Liability

Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CNTXT AI, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, OR USE;
• LOSS OF OR DAMAGE TO PROPERTY;
• BUSINESS INTERRUPTION;

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR INABILITY TO USE THE SITE, EVEN IF CNTXT AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Aggregate Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF CNTXT AI FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE SHALL NOT EXCEED THE GREATER OF: (I) THE AMOUNT YOU HAVE PAID TO CNTXT AI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) ONE HUNDRED UNITED STATES DOLLARS (USD $100).

Applicability

The limitations and exclusions in this Article apply regardless of the theory of liability, whether based on warranty, contract, statute, tort (including negligence), or otherwise, and whether or not CNTXT AI has been informed of the possibility of such damage.

Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

Indemnification Obligation

You agree to defend, indemnify, and hold harmless CNTXT AI, its Affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, investigations, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

• your breach of these Terms;
• your violation of any Applicable Law, including without limitation:
  • UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data;
  • IFZA and Dubai regulations;
  • Where applicable, GDPR or other international data protection laws;
  • Any other laws or regulations of the United Arab Emirates;
• your violation of the rights of any Third Party;
• your use or misuse of the Site;
• your Submissions;
• your violation of any Third Party's Intellectual Property Rights;
• any claim that your Submissions caused damage to a Third Party.

Indemnification Procedure

• CNTXT AI shall promptly notify you of any claim for which it seeks indemnification; provided, however, that any failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby.
• You shall have sole control of the defense and settlement of any claim; provided that CNTXT AI may participate in the defense with counsel of its choice at its own expense.
• You may not settle any claim without CNTXT AI's prior written consent if such settlement would impose any obligations on CNTXT AI other than the payment of money fully indemnified by you.

Dispute Resolution

Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Site shall be governed by and construed in accordance with the laws of the United Arab Emirates, including UAE Federal laws.

Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof shall be finally settled by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with its Arbitration Rules. The number of arbitrators shall be one (1). The seat of arbitration shall be Dubai, United Arab Emirates. The language of the arbitration shall be English. The award rendered by the arbitrator shall be final and binding upon the Parties.

Injunctive Relief

Notwithstanding the above, CNTXT AI may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

Term and Termination

Term

These Terms shall commence on the Effective Date and continue until terminated in accordance with this Article.

Termination by You

You may terminate these Terms at any time by ceasing all use of the Site and, if applicable, deleting your Account.

Termination by CNTXT AI

CNTXT AI may terminate or suspend these Terms or your access to the Site, in whole or in part, immediately upon notice to you if:

• you breach any provision of these Terms;
• CNTXT AI is required to do so by Applicable Law;
• CNTXT AI decides to discontinue the Site or any part thereof;
• CNTXT AI determines, in its sole discretion, that your use of the Site poses a security risk or may harm CNTXT AI's reputation.

Effect of Termination

Upon termination:

• all rights and licenses granted to you under these Terms shall immediately cease;
• you shall immediately cease all use of the Site and delete any cached or stored Content;
• any provision of these Terms that by its nature should survive termination shall survive, including without limitation provisions relating to proprietary rights, disclaimers, limitations of liability, indemnification, and dispute resolution.

General Provisions

Entire Agreement

These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings, whether written or oral.

Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby, and such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without CNTXT AI's prior written consent. CNTXT AI may assign or transfer these Terms or any rights or obligations hereunder without restriction. Any attempted assignment in violation of this Section shall be null and void.

Force Majeure

CNTXT AI shall not be liable for any failure or delay in performance under these Terms arising out of or resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

UAE Regulatory Compliance

These Terms and all activities under these Terms shall comply with:

• All applicable UAE Federal laws and regulations;
• IFZA regulations and requirements;
• Dubai laws and regulations where applicable;
• Requirements of the UAE Data Office;
• UAE Telecommunications and Digital Government Regulatory Authority requirements where applicable;
• Any sector-specific regulations applicable to AI and data services in the UAE.

You acknowledge that CNTXT AI operates under the regulatory framework of the International Free Zone Authority (IFZA), Dubai, and complies with all applicable IFZA requirements for technology companies.

Notices

All notices required or permitted under these Terms shall be in writing and delivered:

• by email to [XX] (for notices to CNTXT AI);
• by email to the email address associated with your Account (for notices to you).

Notices shall be deemed given upon receipt if delivered by email.

Relationship of the Parties

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the Parties.

No Third-Party Beneficiaries

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

Cumulative Remedies

The rights and remedies of the Parties under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law, in equity, or otherwise.

Language

These Terms are drafted in the English language. Any translation is provided for convenience only, and the English version shall prevail in the event of any conflict.