The terms and conditions set out below (“T&Cs”) shallapply to all subscribers of the Revly Software and Services (“Customers”,Customers may be referred to herein collectively as the "Parties" or individually as a"Party.) and shall be read inconjunction with the Revly Contract entered into between REVLY NETWORKS FZ-LLC (“REVLY”,a free zone limited liability company incorporated under the laws of the DubaiDevelopment Authority with license number 101991) and its Customers (the“Contract” and collectively with these T&Cs, the “Agreement”). In the eventof a conflict between these T&Cs, the Service Agreement, the Schedules, andany other terms and conditions, these T&Cs shall prevail unless expresslyotherwise agreed in writing between the parties.

WHEREAS, Revly desires to licensethe use of the Software described in ExhibitA attached hereto to Client; and

WHEREAS, Client desires to obtain alicense to use the Software for its internal business purposes, subject to theterms and conditions of this Agreement.

NOW, THEREFORE, in consideration ofthe mutual covenants, terms, and conditions set forth herein, and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:

1. Definitions and interpretation.

1.1 The definitions and rules of interpretation in this Clause apply in this Agreement.

(a) "Authorized User" means an employee or contractor of the Client who the Client permits to access and use the Software and/or Documentation pursuant to Client’s license hereunder.

(b) “Client Data” means the data inputted by the Client, Authorised Users, or Revly on the Client’s behalf for the purpose of using the Software or facilitating the Client’s use of the Software.

(c) "Documentation" means Revly's user manuals and handbooks relating to the Software provided by Revly to the Client either electronically or in hard copy form/end user documentation relating to the Software available on Revly’s FAQ.

(d) "Software" means the product described in Exhibit A in the form of a, including any Updates provided to the Client pursuant to this Agreement.

(e) "Updates" means any updates, bug fixes, patches, or other error corrections to the Software that Revly generally makes available free of charge to all the authorized users of the Software.

(f) “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 A reference to writing or written excludes fax but not email.

1.7 References to clauses and schedules are to the clauses and schedules of this Agreement.

2. License.

(a) License Grant. Subject to and conditioned on the Client's payment of Fees and compliance with all other  terms and conditions of this Agreement, Revly hereby grants the Client a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 9(g)) license during the Term, without the right to grant sublicences, to: (i) use the Software solely for the Client's internal business purposes [up to the number of Authorized Users set forth in Exhibit A]; and (ii) use and make a reasonable number of copies of the Documentation solely for the Client's internal business purposes in connection with the Client's use of the Software.

(b) Use Restrictions. The Client shall not use the Software or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, the Client shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Software or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (iv) remove any proprietary notices from the Software or the Documentation; or (v) use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

(c) The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software or the Services that:

(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or
(vi) is otherwise illegal or causes damage or injury to any person or property; and Revly reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to the Software for any breach of the provisions of this Clause.

(d) Reservation of Rights. Revly reserves all rights not expressly granted to the Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Client or any third party any intellectual property rights or other right, title, or interest in or to the Software.

(e) Delivery. Revly shall provide to the Client a password that shall allow the Client to access the application containing the Software on the Effective Date.

(f) Additional Services. The Client and Revly may agree on the terms and conditions by which Revly may provide additional research and marketing services to the Client, including the scope of such services and the fees to be charged for such services.

(g) Support. Revly shall provide the Client with the support services described in Exhibit A from time to time during the Term.

(h) Availability. Revly shall use commercially reasonable endeavors to make the Software available 24 hours a day, seven days a week, except for planned maintenance carried out during the maintenance window of 2.00 am to 6.00 am and unscheduled maintenance performed outside normal business hours, provided that Revly has used reasonable endeavors to give the Client at least 6 hours notice in advance.

3. The Client Responsibilities.

(a) General. The Client is responsible and liable for all uses of the Software and Documentation resulting from access provided by the Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, the Client is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by The Client will be deemed a breach of this Agreement by the Client. The Client shall take reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Software and shall cause Authorized Users to comply with such provisions.

(b) The Client shall provide Revly with:(i) all necessary co-operation in relation to this Agreement; and(ii) all necessary access to such information as may be required by Revly (including but not limited to customer content, security access information, third-party food aggregator credentials, last mile provider credentials), as may be required by Revly in order to provide Revly’s services including but not limited to Client Data, security access information and configuration services.

(c) The Client shall:    

(i) comply with the applicable laws and regulations with respect to its activities under this Agreement;
(ii) carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by parties, Revly may adjust any agreed timetable or delivery schedule as reasonably necessary;
(iii) ensure that the Authorized Users use the Software, and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorized User’s breach of this Agreement;
(iv) obtain and shall maintain all necessary licenses, consents, and permissions necessary for Revly, its contracts, and agents to perform their obligations under this Agreement;
(v) ensure that its network and systems comply with the relevant specifications provided by Revly from time to time; and
(vi) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Revly’s data centers, and all problems, conditions, delays, delivery failures, and all other losses or damages arising from or relating to the Client’s network or connections or telecommunications links or caused by the internet.

4. Fees and Payment.

(a) Fees. The Client shall pay Revly the fees ("Fees") set forth in Exhibit B without offset or deduction. The Client shall make all payments hereunder in Emirati Dirhams on or before the due date set forth in Exhibit B. If the Client fails to make any payment when due, in addition to all other remedies that may be available: (i) Revly may charge interest on the past due amount at the rate of 10% for every 15 days of delay; and (ii) if such failure continues for 10 days following written notice thereof, Revly may prohibit access to the Software until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to the Client or any other person by reason of such prohibition of access to the Software. All Fees shall be strictly non-refundable.

(b) The Fees do not cover the costs of the following:

(i) third-party application licenses;
(ii) third-party application integrations; or
(iii) payment gateway integrations or costs.

(c) Taxes. All Fees and other amounts payable by the Client under this Agreement are exclusive of taxes and similar assessments. The Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Client hereunder, other than any taxes imposed on Revly's income.

5. Confidential Information.

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Intellectual Property Ownership.

(a) The Client acknowledges that, as between the Client and Revly, Revly owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation.

(b) Revly shall have the right to use all information and data generated by the Software and the Client’s use thereof; provided however, Revly will not disclose any data obtained under this Agreement that is not anonymized to any third party other than (i) on the Client’s written instructions, (ii) as required by law, or (iii) to parties involved in the fulfillment of Revly’s obligations under this Agreement.

(c) The Client shall have the right to use all information and data generated by the Software specifically for the purpose of improving and expanding its business, and shall not share any such information or data with any third party without the express written consent of Revly. Such information and data shall be deemed to be Confidential Information and subject to the restrictions set forth in Clause 5 above.

(d) Feedback. If the Client or any of its employees or contractors sends or transmits any communications or materials to Revly by mail, email, telephone, or otherwise, suggesting or recommending changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Revly is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.

(e) The Client grants Revly a royalty-free license during the Term to use its logo and to disclose that the Client is a customer of Revly in any investor presentations and marketing materials. Furthermore, the Client agrees to provide testimonials as requested from time to time by Revly.

(f) The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. Client Data shall constitute Client’s Confidential Information.

7. Limited Warranties and Warranty Disclaimer.

(a) Revly warrants that: (i) the Software will perform materially as described in Exhibit A; and (ii) at the time of delivery, the Software does not contain any virus or other malicious code that would cause the Software to become inoperable or incapable of being used.

(b) Notwithstanding the foregoing, Revly does not warrant that:

(i) The Client’s use of the Services will be completely uninterrupted or error-free;
(ii) that the Software and Documentation, and/or the information obtained by the Client through the Software will meet the Client’s requirements; and
(iii) is not responsible for any delays, delivery failures, or any other loss or damage resulting from:

1. the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

2. the acts or omissions of any third parties;

3. any non-conformance is caused by the use of the Software contrary to Revly’s instructions; or

4. any modification or alteration of the Software by any party other than Revly or Revly’s duly authorized contractors or agents.

(c) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND REVLY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. REVLY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), REVLY MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

(d) Limitations of Liability. IN NO EVENT WILL REVLY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER REVLY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL REVLY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO REVLY UNDER THIS AGREEMENT IN THE THREE MONTHS PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

(e) This Agreement shall not prevent Revly from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products, and/or services that are similar to those provided under this Agreement.

(f) Revly shall follow its archiving procedures for Client Data as set out in its internal back-up policy, as such policy may be amended by Revly in its sole discretion from time to time. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy against Revly shall be for Revly to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Revly in accordance with its archiving procedure. Revly shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by Revly to perform services related to Client Data maintenance and back-up for which it shall remain fully liable).

8. Term and Termination.

(a) Term. The term of this Agreement begins on the Effective Date and shall continue until either Party provides a 30 days’ written notice of termination (the “Term”).

(b) Termination. Revly may terminate this Agreement if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

(c) Effects of termination. Upon termination of this Agreement for any reason:

(i) all licenses granted under this Agreement shall immediately terminate;
(ii) each Party shall return and make no further use of any equipment, property, Documentation, and other items (and all copies of them) belonging to the other Party;
(iii) Revly may destroy or otherwise dispose of any of any Client Data in its possession unless Revly receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. Revly shall use reasonable commercial endeavors to deliver the back-up to the Client within ninety (90) days of its receipt of such a written request, provided that the Client has at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and
(iv) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

(d) If the Agreement is terminated by Revly pursuant to Clause 8(b), then Revly will retain any Fees paid under this Agreement and the Client agrees to pay a penalty equivalent to one (1) month of the Fees. If the Agreement is terminated by the Client pursuant to Clause 8(a), then Revly will reimburse any pre-paid but unutilized Fees paid under this Agreement, on a pro-rata basis.

(e) If the Agreement is terminated by the Client without cause, the Client agrees to pay a termination payment to Revly equivalent to one (1) month of Fees.

9. Miscellaneous.

(a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email, or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) national or regional emergency.

(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

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

(f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the Dubai International Financial Centre. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, or relating to any non-contractual or other obligation arising out of or in connection with this Agreement or the consequences of its nullity, shall be referred to the Courts of the Dubai International Financial Centre, which will have exclusive jurisdiction

(g) Assignment. The Client may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Revly, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

(h) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.