This End User License Agreement (‘Agreement‘) is a binding agreement, by and between, ILAJ Services FZCO, a company incorporated in Dubai, having its registered address as 1001, Suntech Tower, DSO, Dubai (hereinafter referred to as ‘Company‘) and you (hereinafter referred to as ‘Resident‘ or ‘Vendor‘, as the case may be).

 

WHEREAS:

 

(a)      The Company is in the business of providing seamless solutions to Resident Associations and Residents for effective management and control of their properties owned;

 

(b)      The Company has developed the Software (as defined below) for the purpose of rendering its Services (as defined below); and

 

(c)      The following terms and conditions shall become applicable for the purpose of usage of the Services (as defined below) by the Resident.

 

The Company and you shall be collectively referred to as ‘Parties‘ and individually referred to as ‘Party‘, as the case may be.

 

NOW, THEREFORE, and in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived therefrom, and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.         Definitions

 

1.1.    In this Agreement, except where the context otherwise requires, the following words and expressions shall have the following meanings:

 

(a)    ‘Applicable Data Protection Law(s)‘ shall mean the applicable data protection laws which shall become applicable based on: (i) the country where the data subject is based; and (ii) the country where the entity processing Personal Data of the data subject is located;

 

(b)    ‘Applicable Law(s)‘ means any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter. The Applicable Laws shall also include the Applicable Data Protection Laws;

 

(c)    ‘Effective Date‘ shall mean such date when the Resident accesses or uses the Software and Company’s Services;

 

(d)      ‘Intellectual Property‘ or ‘IP‘ means all software applications, including the Software, inventions, know-how, source code, object code, algorithms, technical and business plans, specifications, modules, hardware, circuits, computer languages, computer programs, databases, user interfaces, encoding techniques, mask works, words, marks, names, numerals, letters, devices, labels, brands and other documents, materials and innovations of any kind, whether or not the foregoing are eligible for patent, copyright, mask work, trade secret, trademark, service mark or other legal protection;

 

(e)      ‘Intellectual Property Rights‘ shall refer to and encompass all copyrights, worldwide patents and associated patent rights, trade secrets, utility models, trademarks, service marks, domain names, and mask work rights, whether registered or unregistered, including the right to apply for any of the aforementioned rights before any intellectual property office in any part of the world, over the Intellectual Property;

 

(f)       ‘Personal Data‘ shall mean and refer to personally identifiable data;

 

(g)      ‘Privacy Policy‘ shall mean and refer to the Company’s Privacy Policy (accessible at https://www.lazim.ae/our/privacy-policy);

 

(h)      ‘Resident‘ shall mean and refer to the residents who will be accessing or using the Software to access services from different Vendors;

 

(i)       ‘Resident Association‘ or ‘RA‘ or ‘Subscriber‘ shall mean and refer to such associations created for representing the interests of the Residents and for facilitating access to the Company’s Services, including any residents’ welfare associations and homeowners associations;

 

(j)       ‘Company’s Services‘ shall mean and include such services in relation to the ERP system designed specifically for owner-association management services and services related to the Software;

 

(k)      ‘Software‘ shall mean and include mobile applications such as Lazim, Lazim Gatekeeper, and Lazim Technician, available for both Android and iOS devices, including any bug fixes, updates, enhancements and modifications;

 

(l)       ‘Vendor‘ shall mean and refer to such vendors whose services are procured by any Resident or Subscriber, as the case may be, by using the Company’s Software; and

 

(m)    ‘Website‘ shall refer to https://www.lazim.ae/.

 

2.         Inconsistency

 

2.1.    In the event of any inconsistency or conflict between the provisions of this Agreement and any other agreements including any agreement entered into with the Resident Association, this Agreement shall prevail.

 

3.         Applicability

 

3.1.    The Resident hereby agrees and acknowledges that this Agreement shall become effective immediately upon the Resident’s first instance of accessing, using, or interacting with the Software, or availing themselves of any Company’s Services rendered by the Company, whether directly or indirectly, including, but is not limited to, actions such as creating an account, logging in, downloading, installing, or otherwise engaging with any functionality of the Software or Company’s Services, regardless of the platform or medium of access.

 

3.2.    The Vendor hereby agrees and acknowledges that this Agreement shall become effective immediately upon Vendor accessing, using, or interacting with the Software, or providing any services to the Resident or the Subscriber, as the case may be.

 

3.3.    Further, for clarity, this Agreement shall apply to the Vendor, and the Vendor agrees that, wherever the term ‘Resident’ is used, it shall be interpreted to refer to the Vendor, as may be required.

 

3.4.    By engaging in any of the aforementioned actions, the Resident and the Vendor confirm that they:

 

(a)      have read, understood, and agreed to the Privacy Policy;

 

(b)      have read, understood, and agreed to be bound by the terms and conditions set forth in this Agreement, including any policies, guidelines, or other documents incorporated herein by reference;

 

(c)      represent and warrant that they have the legal authority and capacity to enter into this Agreement; and

 

(d)      acknowledge that continued use of the Software or Company’s Services constitutes ongoing acceptance of the terms of this Agreement, as amended from time to time in accordance with its terms.

 

4.         Purpose

 

4.1.    The Resident shall use the Software and the Company’s Services for the purpose of:

 

(a)      browsing and accessing features related to lifestyle needs, such as booking activities, events, and other leisure services;

 

(b)   facilitating day-to-day tasks, including but not limited to booking transportation, delivery services, and other utilities integrated within the Software;

 

(c)      conducting secure payments and managing purchases for services available within the Software ecosystem;

 

(d)      utilizing the Software features to receive customized suggestions based on your preferences, activity history, and location data;

 

(e)      connecting with third-party providers and services featured on the Software; and/or

 

(f)       such other purposes as identified by us from time to time.

 

4.2.    The Vendor shall use the Software and the Company ‘s Services for the purpose of:

 

(a)      accessing the list of Residents or Subscribers who require services from different Vendors; and

 

(b)      providing Vendor’s services to the Resident or the Subscriber through the Company’s Software.

 

5.         Grant of License

 

5.1.    Subject to the terms of this Agreement, the Company grants the Resident and the Vendor a non-exclusive, non-transferable, non-sublicensable, non-commercial, revocable and limited license to download, install and use the Software and the Company’s Services for such purposes as identified under Clause 4. The license granted in the foregoing shall continue until this Agreement is terminated as per Clause 16.

 

6.         Acceptable Usage of the Company’s Services

 

6.1.    While accessing the Software or availing the Company’s Services, the Resident or the Vendor shall not engage or motivate others to engage in any act, which:

 

(a)    violates any Applicable Laws;

 

(b)    harms, disrupts, interferes with, or otherwise compromises the integrity, performance or availability of the Software, Company’s Services, the Company’s infrastructure, including engaging in activities such as unauthorized access, hacking, introducing malware, or exceeding permitted usage thresholds;

 

(c)    decompile, disassemble, reverse engineer, create derivatives, or translate any portion of the Software into human-readable form;

 

(d)    damages or undermines the Company’s business interests, reputation, or goodwill through misuse, fraudulent activity, or dissemination of false information;

 

(e)    infringes or misappropriates the Intellectual Property Rights, proprietary rights, privacy rights, or any other legal rights of the Company, its affiliates, or any third party;

 

(f)     involves uploading, transmitting, or facilitating the sharing of any content or materials that are illegal, harmful, defamatory, obscene, threatening, harassing, discriminatory, or otherwise objectionable;

 

(g)    involves renting, leasing, lending, selling, sublicense, assigning, distributing, publishing, transferring, or otherwise making available the Software, or any features or functionality of the Software, to any third party for any reason;

 

(h)    accesses or uses the Software or Company’s Services for any unauthorized purpose, including but not limited to reverse engineering, reselling, sublicensing, or creating derivative works without the prior written consent of the Company;

 

(i)     violates any third-party agreements or terms of service that may apply when accessing or using the Software or the Company’s Services, including those of applicable app stores, service providers, or network operators; and

 

(j)     use the Software for purposes of competing with us, through solicitation or other means.

 

7.       Reservation of Rights

 

7.1.    The Resident and the Vendor hereby agrees and acknowledges that the Software and the Company’s Services are provided under the license granted under this Agreement and the Company shall retain all rights, titles, and interests, including Intellectual Property Rights in and related to the Software and the Company’s Services. Further, the Resident and the Vendor acknowledge that the Resident and the Vendor does not acquire any ownership interest in the Software under this Agreement, or any other rights thereto other than to use the Software in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement.

 

8.       Processing Resident Data

 

8.1.    The Resident and the Vendor acknowledge and agree that upon downloading, installing, accessing, or using the Software or the Company’s Services, the Company may utilize automatic means, including but not limited to cookies, device identifiers, tracking technologies, or software analytics tools, to collect, process, and store information related to the Resident or the Vendor, as the case may be. This information may include but is not limited to:

 

(a)    details about the hardware and software, if any, used to access the Software or Company’s Services, such as device type, operating system, browser type, IP address, and unique device identifiers;

 

(b)    information related to the Resident’s or the Vendor’s interaction with the Software or Company’s Services, including usage patterns, access times, features accessed, error reports, and performance metrics;

 

(c)    any other data necessary to facilitate the effective rendering of the Company’s Services, ensure compatibility, improve operational efficiency, and enhance the Resident’s overall experience; and

 

(d)    information collected for the purposes of diagnosing technical issues, ensuring the security and integrity of the Software or the Company’s Services, and preventing unauthorized or malicious activities.

 

8.2.    In addition to the foregoing, the Resident acknowledges and agrees that the Company may require the collection, processing, and storing of certain Personal Data of the Resident (‘Resident Data‘) as a condition for downloading, installing, accessing, or using the Software, or specific features or functionality thereof, including availing services from different Vendors.

 

8.3.    All Resident Data collected through or in connection with the Software or Company’s Services shall be subjected to the Privacy Policy.

 

9.         Updates to the Company’s Software and Services

 

9.1.    The Company may from time to time in its sole discretion develop and provide Software or Company’s Service updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, ‘Updates‘). The Updates may also modify or delete in their entirety certain features and functionality.

 

9.2.    The Resident agrees that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Further, the Company is under no obligation to notify the Resident about any Updates or the scope of any Updates.

 

10.   Third-Party Materials

 

10.1.     The Software may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (‘Third-Party Materials‘). The Resident acknowledges and agrees that the Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof.

 

10.2.     The Resident agrees and acknowledges that the Company does not assume and will not have any liability or responsibility to the Resident or any other person or entity for any Third-Party Materials. Third-Party Materials thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions and privacy policy.

 

11.     Third-Party Website Links

 

11.1.     The Software may contain links which may lead the Resident to third-party websites. The Resident acknowledges that upon leaving the Software, the Resident shall be subjected to the privacy policy and terms and conditions of the third-party website.

 

11.2.     Prior to visiting any third-party website, the Resident agrees to assume all the risks associated with visiting such third-party website and shall make all the necessary efforts to read the privacy policies and other terms and conditions of such third-party websites, and the Company shall not be held responsible for any failure to comply with the terms and conditions of such third-party websites and privacy policies. Further, the Company shall not be responsible for any loss or damage caused to the Resident which is directly attributable to such third-party websites.

 

12.   Scheduled and Unscheduled Downtime

 

12.1.     Notwithstanding anything contained in this Agreement, the Company provides no warranties or representations related to the uptime of the Software or any part of it.

 

12.2.     The Resident agrees and acknowledges that the Software or any parts of the Software, including any features may become inaccessible or unavailable to the Resident due to the maintenance work by the Company. Prior to such maintenance work, the Company may provide due notice of such maintenance work in such form and manner as the Company deems it fit and necessary. Notwithstanding anything contained in the foregoing, the Company is under no obligation to provide any notification of such maintenance work to the Resident.

 

12.3.     The Resident acknowledges and agrees that the Software, or any part thereof, including specific features, or functionalities, may become temporarily or permanently inaccessible, unavailable, or disrupted as a result of a cyberattack or other malicious activities. In consideration of the foregoing, the Resident understands and agrees that the Company shall not be liable for any direct, indirect, incidental, consequential, or other damages resulting from the inaccessibility or unavailability of the Software or its features due to such cyberattacks, provided that the Company has taken reasonable measures to prevent and mitigate such incidents.

 

13.   Disclaimer of Warranties

 

13.1.     The Service is provided to the Resident ‘as is’ and with all faults, errors, and defects without warranty of any kind. To the maximum extent permitted under Applicable Law, the Company expressly disclaims all warranties, whether express, implied, statutory, or otherwise, with respect to the application, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of the course of dealing, course of performance, usage, or trade practice.

 

13.2.     Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Software or the Company’s Services will meet the Resident’s requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, or be error-free, or that any errors or defects can or will be corrected.

 

14.   Limitation of Liability

 

14.1.     To the fullest extent permitted by Applicable Laws, in no event will the Company have any liability arising from or related to the Resident’s use of or inability to use the Software or the content and Services for:

 

(a)      personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction, or any other consequential, incidental, indirect, exemplary, special, or punitive damages;

 

(b)      direct damages in amounts that in the aggregate exceed the amount actually paid by you for the Services.

 

14.2.     The foregoing limitations will apply whether such damages arise out of breach of contract, tort, including negligence, or otherwise and regardless of whether such damages were foreseeable, or the Company was advised of the possibility of such damages.

 

15.   Indemnity

 

15.1.     The Resident agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or in connection with: (i) any breach of this Agreement; and (ii) commission of any acts which is restricted under Clause 6.

 

16.   Term and Termination

 

16.1.     Term: This Agreement shall become effective when you access the Software or avail any of the Services and shall remain in effect until it is terminated in accordance with this Clause (‘Term‘).

 

16.2.     Termination by the Resident: Subject to any other agreement that the Resident may have entered into with the Company, the Resident may terminate this Agreement at any time without providing any reason by deleting their account and not continuing to access or use the Software and avail the Services.

 

16.3.     Termination by the Company: The Company may terminate this Agreement for any reason, including if the Resident breaches or fails to comply with the terms mentioned herein. The Company may provide the Resident with the right to a hearing prior to terminating this Agreement however, the Company is not obligated to provide such opportunity.

 

16.4.     Effect of termination: Termination of this Agreement shall not affect any of the 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 this Agreement which existed at or before the date of termination.

 

17.     Waiver

 

17.1.     No failure to exercise, and no delay in exercising, on the part of us, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

 

18.     Limitation of Time to File Claim

 

18.1.     Any cause of action or claim that the Resident may have, arising out of or relating to this Agreement or the Software or the Services, shall be commenced within one (1) year after the cause of action accrues otherwise such cause of action or claim is permanently barred.

 

19.     Governing Law and Jurisdiction

 

19.1.     All claims and disputes related to or arising out of this Agreement are governed by the laws of UAE and subject to the exclusive jurisdiction of the Courts at Dubai, UAE.

 

20.     Severability

 

20.1.     If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).

 

21.     Amendments

 

21.1.     The Company shall reserve the right to change the terms of this Agreement and the Privacy Policy as and when it deems fit and necessary. Such changes shall become effective once they are published on the Software or the Website.

 

21.2.     The Company may notify the Resident if the Company make any material change to this Agreement or the Privacy Policy by email or through other means and medium, as the Company deems it fit and necessary, prior to the change becoming effective. The Resident acknowledges and agrees that the Company is not obligated to notify the Resident of such changes through email or through any other mode or medium.

 

21.3.     The Resident agrees and acknowledges to periodically review the Privacy Policy which is available on the Website.

 

22.     Entire Agreement

This Agreement and the Privacy Policy constitute the entire agreement between you and the Company with respect to the Services and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

 

 

DATA PROCESSING ADDENDUM

 

This Data Processing Addendum (‘Addendum‘) forms part of the Reseller Agreement entered into on 16/01/2025 (‘Agreement‘), by and between, ILAJ Services FZCO, a company incorporated under the laws of Dubai, UAE, having its registered address as 1001, Suntech Tower, DSO, Dubai (hereinafter referred to as ‘Company‘) and Addis Concepts, registered under the laws of Addis Ababa, Ethiopia, having its registered address as Zouleka Building, 4th Floor Bole Road, Addis Ababa, Ethiopia ‘(hereinafter referred to as ‘Reseller‘).

 

This Addendum shall become effective from the date of entering into the Agreement.

 

The Company and the Reseller shall be collectively referred to as ‘Parties‘ and individually referred to as ‘Party‘, as the case may be.

 

NOW, THEREFORE, and in consideration of the mutual covenants, rights, and obligations set forth in this Addendum, the benefits to be derived therefrom, and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.       Definitions and Interpretations

 

1.1.    In this Agreement, except where the context otherwise requires, the following words and expressions shall have the following meanings:

 

(a)      ‘Applicable Data Protection Law(s)‘ shall mean the applicable data protection laws which shall become applicable based on: (i) the Origin Country; and/or (ii) the country where the entity processing Personal Data of the Residents is located;

 

(b)      ‘Company’s Services‘ shall have the meaning as ascribed to it in the Agreement;

 

(c)      ‘Controller‘ means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data or as otherwise defined or interpreted under Applicable Data Protection Law;

 

(d)      ‘Data Subject Rights Request‘ means an actual or purported request, notice or complaint from (or on behalf of) an Resident or Data Subject exercising its rights under the Applicable Data Protection Laws;

 

(e)      ‘Origin Country‘ shall mean and refer to the country where the Data Subject is based out of or is the resident of;

 

(f)       ‘Personal Data‘ shall mean such data or information relating to an identified or identifiable natural person;

 

(g)      ‘Process(ing)‘ shall mean any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

 

(h)      ‘Processor‘ means the entity which processes personal data on behalf of the controller or as otherwise defined or interpreted under Applicable Data Protection Law;

 

(i)       ‘Resident(s)‘ shall mean and refer to the natural person who will be the end-user or end beneficiary of the Services;

 

(j)       ‘Resident Data‘ shall mean and refer to the Resident’s Personal Data;

 

(k)      ‘Restricted Transfer‘ shall mean such transfer of Resident Data outside of the Origin Country or outside of the country having an adequate level of protection, as identified by the Origin Country or by such authority having jurisdiction to identify adequacy of protection;

 

(l)       ‘Reseller’s Services‘ shall have the meaning as ascribed to it in the Agreement;

 

(m)    ‘Supervisory Authority‘ means any data protection authority or other governmental, regulatory, administrative, judicial, or other agency or similar body that has authority to implement, enforce, and/or oversee compliance with Applicable Data Protection Laws; and

 

(n)      ‘Technical and Organisational Measures‘ or ‘ToMs‘ shall mean and refer to the technical and organisational measures agreed upon under Clause 4 of the Addendum.

 

2.         Role of the Parties to the Resident’s Personal Data

 

2.1.    For the purpose of Processing of Resident Data, the Parties hereby agree and acknowledge that:

 

(a)      the Company shall be acting as a Controller; and

 

(b)      the Reseller shall be acting as the Processor of the Company.

 

3.         Processing Activities

 

3.1.    The Reseller shall Process the Resident Data on behalf of the Company only to the extent necessary for the performance of the obligations under the Agreement. All Processing of Personal Data shall be in accordance with the instructions from the Company. For the purpose of the foregoing, all instructions provided by the Company for the Processing of Personal Data shall be documented, including with regard to cross-border data transfer. Further, the Reseller shall assist the Company to procure consent from the Resident for the purpose of Processing of Resident Data.

 

3.2.    The particulars of Processing of Resident Data are more specifically detailed under Exhibit A;

 

3.3.    In the event that any instruction received by the Reseller is contrary to the Data Privacy Laws, the Reseller shall duly inform the Company about such contradictions.

 

3.4.    The Reseller agrees to comply with and ensure the implementation of all required security measures and protocols to protect the integrity and confidentiality of the Resident Data, as: (i) identified under this Addendum; (ii) the ToMs as identified under Clause 4 of this Addendum; and (iii) as reasonably practicable in the industry.

 

4.         Restricted Transfer

 

4.1.    In the event of any Restricted Transfer, the Parties agree to fully comply with all obligations under the Applicable Data Protection Laws, including the ToMs. Each Party shall ensure that the Restricted Transfer is carried out in a lawful, secure, and transparent manner in accordance with these requirements.

 

4.2.    The Parties further agree to comply with any additional directions, guidelines, or requirements issued by the competent authorities, including the Supervisory Authority and otherwise applicable under the Applicable Data Protection Laws for the lawful execution of the Restricted Transfer.

 

4.3.    The Reseller shall not initiate or facilitate any Restricted Transfer without obtaining the prior written authorization of the Company. Any unauthorized Restricted Transfer shall constitute a material breach of this Addendum.

 

4.4.    The Reseller shall proactively identify and communicate to the Company all compliance requirements and necessary steps for ensuring the Restricted Transfer’s legality and adherence to Applicable Data Protection Laws. This includes providing detailed documentation and updates on any changes to legal requirements or risks associated with the Restricted Transfer.

 

5.         Technical and Organisational Measures

 

5.1.    The Reseller hereby agrees to comply with and implement the industrial best practices and ToMs as required under the Applicable Data Protection Laws and as identified by the Company from time to time, to protect the Resident Data that it Processed in relation to the Agreement.

 

6.         Data Breach

 

6.1.    In the event of any Data Breach, both Parties agree to:

 

(a)    promptly notify the opposite Party to inform about the breach, the extent of the breach, and the actions taken by the affected Party to contain the breach;

 

(b)    promptly notify the Supervisory Authority and the affected data subjects about the breach, as required under the Applicable Privacy Law; and

 

(c)    perform such other actions as required to prevent and limit the risks of any future breaches.

 

7.         Notification Requirements

 

7.1.    In addition to the notification requirements as identified under this Addendum, the Reseller hereby agrees to promptly notify the Company in the event that the Reseller:

 

(a)      identifies any Data Breach or any potential Data Breach;

 

(b)      receives any Data Subject Rights Request;

 

(c)      receives any instruction from the Supervisory Authority or any other authority regarding the Processing of Resident Data;

 

(d)      identifies any circumstance that equates to non-compliance or possible non-compliance with the Applicable Data Protection Laws; and

 

(e)      identifies any instructions from the Company to be contrary to the Applicable Data Protection Laws.

 

7.2.    Subject to the foregoing, the Reseller agrees to notify the Company in such other circumstances that it deems appropriate to notify the Company in the normal course of business or performance of the obligations under this Addendum.

 

8.         Cooperation and Assistance

 

8.1.    Both Parties agree to provide all the necessary cooperation and assistance to the opposite Party to:

 

(a)      comply with the Applicable Privacy Laws and other Applicable Laws;

 

(b)      comply with any directions of the Supervisory Authority;

 

(c)      effectively address any Data Subject rights request; and

 

(d)      assist with any other aspects as may be required from time to time.

 

9.         Appointment of Sub-Processors

 

9.1.    The Reseller shall not engage any sub-processor to process Personal Data without the prior written consent of the Company. In the event that such consent is given by the Company, the Reseller shall ensure that the sub-processor is bound by the data protection obligations no less onerous than those set out in this Agreement. The list of approved sub-processors is attached hereunder as Exhibit B.

 

10.     Data Retention and Deletion

 

10.1.     The Reseller shall retain the Resident Data only for as long as necessary to fulfil the purposes for which it was collected or as required under the Applicable Data Protection Laws.

 

10.2.     Upon completion of the purpose, as solely identified by the Company, the Reseller agrees to delete or return the Resident Data to the Company, as notified by the Company.

 

10.3.     Any violation of this Clause by the Reseller shall be deemed to be a material breach of this Agreement.

 

11.     Records and Audits

 

11.1.     The Reseller will maintain complete, clear and accurate records of:

 

(a)    its Processing activities;

 

(b)    all Data Subject Rights Requests received;

 

(c)    all Supervisory Authority actions; and

 

(d)    all Data Breaches and potential Data Breaches.

 

11.2.     Upon a prior written notice of at least ten (10) days, the Reseller shall permit the Company or its representatives to audit the Reseller’s records to ensure the Reseller’s compliance with this Addendum. Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on the Reseller’s ordinary business activities. The Reseller agrees and acknowledges to maintain all records required under this Addendum for at least three (3) years following the expiration or termination of the Agreement.

 

12.     Representations and Warranties

 

12.1.     The Reseller hereby represents and warrants to the Company that:

 

(a)      it is in compliance with the Applicable Data Protection Laws;

 

(b)      all the employees, contractors, agents, and other persons who shall have access to Resident Data, are adequately trained to handle Personal Data;

 

(c)      it has established all the necessary security measures and protocols, including ToMs, to protect and secure Resident Data; and

 

(d)      it is not barred under the Applicable Data Protection Laws to Process Resident Data.

 

12.2.     In the event of any breach of the foregoing representations and warranties by the Reseller, the Company may choose to terminate the Agreement with immediate effect.

 

13.     Indemnity

 

13.1.     The Reseller hereby agrees and acknowledges to indemnify, defend and hold harmless the Company, its officers, employees, contractors and agents from all fines, claims, damages, liabilities or litigation, including any attorney fees, arising from or relating to: (i) non-compliance with the Applicable Data Protection Laws; (ii) failure to comply with the ToMs; (iii) failure to comply with the notification obligations by the Reseller; (iv) wilful and negligent conduct of the Reseller gross negligence; (v) failure to adhere to the representations and warranties, as mentioned under this Addendum; and (vi) termination of the Agreement by the Company due to a breach by the Reseller.

 

14.     Dispute Resolution

 

14.1.     Any difference, dispute, controversy, or claim (‘Dispute(s)‘), which may arise among the Parties out of, in relation to, or in connection with this Agreement, shall be first settled amicably by the Parties within a period of thirty (30) days from the date of notice of such Dispute through negotiation.

 

15.     Miscellaneous

 

15.1.     Inconsistency: In the event of any inconsistency or conflict between the provisions of this Addendum and the Agreement, the terms of the Agreement shall prevail for all purposes, except with respect to matters specifically related to data protection. In such cases, the provisions of this Addendum shall govern and take precedence to ensure compliance with applicable data protection laws and regulations.

 

15.2.     Severability: In the event that any term, condition, or provision of this Addendum is held to be a violation of any Applicable Data Protection Law, statute, or regulation the same shall be deemed to be deleted from this Addendum and shall be no force and effect and this Addendum shall remain in full force and effect as if such term, condition, or provision had not originally been contained in this Addendum.

 

15.3.     Governing Law and Jurisdiction:

 

(a)      Except in situations, as delineated under Clause 15.3 (b), this Addendum shall be governed and construed in accordance with the laws applicable in Dubai, UAE and subject to the exclusive jurisdiction of courts in Dubai, UAE.

 

(b)      In the event of any violation or non-compliance with the Applicable Data Protection Laws in the Origin Country, the courts in the Origin Country shall have exclusive jurisdiction to adjudicate such violation or non-compliance.

 

15.4.     Waiver: Failure by the Company to enforce any rights or remedies available under this Addendum, shall not be taken as or deemed to be a waiver of such right unless otherwise expressed in writing by the Company.

 

 

15.5.     Illegality, Invalidity and Unenforceability: In the event any Clause of this Addendum is or becomes illegal, invalid, or unenforceable, the Parties agree to make all endeavours to mutually amend the said Clause to the extent of eliminating the illegality, invalidity, and unenforceability.

 

15.6.     Survival: Upon termination or expiration of this Addendum, both Parties agree and acknowledge that Clause 5, 8, 9, 10, 11, 12, 13 and any other clause shall survive, as the context deems it necessary.

 

15.7.     Assignment: Neither this Addendum nor any of the rights, interests or obligations hereunder shall be assigned by the Reseller without the prior written consent of the Company.