TERMS OF SERVICE

1.

BACKGROUND

  1. The Company has developed KLAIM.ai (Software)
  2. The Client wishes to use the Software in its business operations.
  3. The Company has agreed to provide, and the Client has agreed to take and pay for the Company’s Software subject to the terms and conditions of this Agreement.

2.

DEFINITIONS

Affected Party means a Party that is prevented from or delayed in performing any of its obligationsunder this Agreement by a Force Majeure Event.

Agreement means the agreement between the Company and the Client as evidenced by theSubscription Form and these Standard Terms of Service.

Business Day means any day (other than Friday or Saturday) on which ordinary banks are open fortheir full range of normal business in the United Arab Emirates

Client means the party entering into this Agreement with the Company who is a user of the Software.

Client's Group means:

  1. the Client and/or all its subsidiaries, related companies or holding / parent companies;
  2. any company in which the Client has a beneficial interest of at least 10%; or
  3. any company with which a company referred to in (a) or (b) above has a contract for operational management

Company means KLAIM Technologies Limiteda company incorporated and registered in the DubaiInternational Financial Center with license number 4446whose registered office is at Unit GA-00-SZ-L1-RT-208, Level 1, Gate Avenue - South Zone

Confidential Information means all information, in whatever form (including information given orallyor in writing),

  1. relating to the terms and conditions or subject matter of this Agreement;
  2. relating to the Parties, including business transactions, customers, suppliers, commercial orfinancial arrangements (including operations, product information, Intellectual Property Rights,the marketing of goods and services or future projects) of the Parties, of which a Partybecomes aware in its capacity as a Party to this Agreement from any other Party which iseither marked as "confidential" or by its nature is intended to be for the knowledge of theother Party or that would be regarded as confidential by a reasonable business person,but does not include information which:
    a) is public or which is made public by or with the consent of the Parties;
    b) is identified in writing at the time of delivery as non-confidential by a Party or any of itsadvisers;
    c) is known by a Party before the date the information is disclosed to it in accordance with thisAgreement; or
    d) is lawfully obtained by that Party after that date from a source which, to the Party's knowledge,is unconnected with the Party and which has not been obtained in breach of and is not subjectto any obligation of confidentiality.

Data Protection Legislation means (i) Data Protection Law DIFC Law No. 5 OF 2020; (ii) ADGM DataProtection Regulations 2015 (DPR 2015) as amended by Data Protection (Amendment) Regulation2018; and (iii) Abu Dhabi Federal Law No. 2 of 2019 on the Use of Information and CommunicationsTechnology in Healthcare, and any other United Arab Emirate’s legislation relating to personal dataand all other legislation and regulatory requirements in force from time to time which apply to a Partyrelating to the use of personal data

Documentation means online documentation and/or electronic documentation, including user guides,instruction manuals and other information relating to the Software.

Effective Date means the date of the Subscription Form.

End Date means the end date specified in the Subscription Form.

Enhancements means the amended versions, releases and other generally available modifications tothe Software.

Force Majeure Event means the occurrence of any of the following events or circumstances whichare beyond the reasonable control of a Party and which could not have been prevented by the exerciseof reasonable care and skill of a Party:

  1. any act of state or exercise of sovereign, judicial or executive prerogative by any governmentor public authority, including expropriation, nationalization or compulsory acquisition or actsclaimed to be justified by the executive;
  2. any act of God;
  3. any natural disaster or unusual or extreme weather conditions, including earthquake,lightening, flooding, fire, hurricane, typhoon, tidal wave, storm, volcanic eruption, chemical orradioactive contamination; and
  4. any act of war, armed hostilities, invasion, armed conflict, revolution, civil commotion,terrorism or the threat of terrorism.

Health Agencies' Online Portal means the online portal of Dubai Health Authority eClaimLink (DHA),PBMLink and the Health Authority of Abu Dhabi (HAAD) Shafafiya from where files fed to the Softwareare retrieved.

Intellectual Property Rights includes patents, inventions, copyright and related rights, trademarks,trade names, service marks and domain names, goodwill, rights to sue for passing off, design rights,database rights, rights in know-how and confidential information, trade secrets, moral rights,proprietary rights and any other intellectual property rights, in each case whether registered orunregistered, and including all applications or rights to apply for such rights and all similar orequivalent rights or forms of protection which subsist or shall subsist now or in the future in any part ofthe world.

Party means (i) the Company; or (ii) the Client and Parties shall be construed accordingly.

Standard Terms of Service means the conditions set out in clauses 1 to 18.15.

Start Date means the start date specified in the Subscription Form.

Subscription Fee means the fee specified in the Subscription Form

Subscription Form means the subscription form provided by the Company setting out thecommercial details relating to the Client's subscription to the Software.

Subscription Period means the subscription period specified in the Subscription Form.

Updates means updates, amendments, modifications and bug fixes to the Software or any of itsspecific products or services.

3.

AGREEMENT

  1. The Agreement shall be entered into between the Company and the Client.
  2. The Subscription Form constitutes an offer by the Company to provide the Client with access tothe Software in accordance with:
    a) the terms of the Subscription Form;
    b) these Standard Terms of Service;
    c) the privacy policy at www.klaim.ai/privacy (Privacy Policy).
    d) the cookies policy at www.klaim.ai/cookies (Cookies Policy).
  3. The Subscription Form shall be accepted by the Client by either digitally signing or signing ahard copy Subscription Form at which point the Agreement shall come into effect
  4. The Client acknowledges and agrees that it has read, understood and agreed to all of theterms of these Standard Terms of Service when accepting the Subscription Form.
  5. The Company reserves the right to reject and/or cancel any Subscription Form at any timeacting in its absolute discretion.
  6. If there is any conflict or ambiguity between:
    (a) the Standard Terms of Service;
    (b) the Subscription Form;
    (c) the Privacy Policy and,
    (d) the Cookies Policy
    a term contained in a document higher in the list shall have priority over one contained in adocument lower in the list.

4.

ACCESS TO THE SOFTWARE

  1. This Agreement is effective as of the Effective Date and shall continue until the earlier of:
    (a) the End Date; or
    (b) termination of this Agreement in accordance with its terms.
  2. Subject to clause payment of the Subscription Fee pursuant to clause 10, the Client's access tothe Software shall commence on the Start Date.
  3. The Client's access to the Software shall continue until the End Date unless this Agreement isterminated earlier in accordance with its terms.

5.

SUPPLY OF THE SOFTWARE

  1. This Agreement relates to the supply of the Software by the Company to the Client and theAuthorised Users of the Client.
  2. The Parties acknowledge and agree that the benefit of this Agreement shall not extend to anymembers of the Client's Group.
  3. This Agreement is a non-exclusive agreement; nothing in this Agreement shall be construed asto preclude the Company from providing the Software and/or any other of the Company'sservices to any third parties.

6.

RIGHT TO USE THE SOFTWARE

  1. In accordance with the terms of this Agreement, the Company grants to the Client a non-transferable, non-exclusive and revocable right to permit the Client and the Authorised Usersof the Client to access and use the Software, including any Updates and/or Enhancements tothe Software, during the Subscription Period.
  2. In relation to the Authorised Users, the Client undertakes:
    (a) the maximum number of Authorised Users that it authorises to access and use theSoftware shall not exceed the number of users set out in the Subscription Form;
    (b) it shall maintain a written, up to date list of current Authorised Users and provide suchlist to the Company within 10 Business Days of the Client's written request at any timeor times;
    (c) it shall permit the Company or the Company's designated auditor to audit the Client'suse of the Software in order to establish the name and password of each AuthorisedUser and the Client and/or each Authorised User's compliance with this Agreement;
    (d) if any of the audits referred to in clause 6.2(c) reveal that any password has beenprovided to any individual who is not an Authorised User, then without prejudice to theCompany's other rights, the Company shall promptly disable such passwords and shallnot issue any new passwords to any such individual; and
    (e) if any of the audits referred to in clause 6.2(c) reveal that the Client has underpaidSubscription Fees to the Company, then without prejudice to the Company's otherrights, the Client shall pay to the Company an amount equal to such underpayment ascalculated in accordance with the prices set out in the Subscription Form within 10Business Days of the date of the relevant audit.

7.

USE OF THE SOFTWARE

  1. The Client acknowledges and agrees that the Software shall be configured to captureinformation from the Client's account with the Health Agencies' Online Portal, particularly inrespect of insurance claim submission or resubmission, and remittance advice. The Client shallmake available to the Company the login credentials for the applicable Health Agencies' OnlinePortal to facilitate the configuration.
  2. The Client shall:
    (a) be responsible, at its sole cost and expense, for providing the facilities to enable theClient and its Authorised Users to access the Software, including computer terminals,internet connectivity and communication software;
    (b) keep all copies of the Documentation secure;
    (c) supervise and control the use of the Software and ensure that the Software is onlyused by the Authorised Users;
    (d) be solely responsible for the use, supervision, management and control of the Softwareand shall ensure that the Company is protected at all times from access, use ormisuse, damage or destruction; and
    (e) use all reasonable endeavours to prevent any unauthorised access to, or use of, theSoftware and, in the event of any such unauthorised access or use, promptly notify theCompany
  3. The Client acknowledges and agrees that the Company shall not be responsible for integrationof the Software into the Client’s current systems. If any integration is required, this will beagreed by the Parties on a case by case basis and the Parties shall enter into a separateagreement in respect of such integration.
  4. The Client shall not access, store, distribute or transmit any viruses, or any material during thecourse of its use of the Software that:
    (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or raciallyor ethnically offensive;
    (b) facilitates illegal activity;
    (c) depicts sexually explicit images;
    (d) promotes unlawful violence;
    (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation,disability; or
    (f) is otherwise illegal or causes damage or injury to any person or property.
  5. The Client shall not except as may be allowed by any applicable law which is incapable ofexclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:
    (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror,republish, download, display, transmit, or distribute all or any part of the Software orthe Documentation (as applicable) in any form or media or by any means;
    (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwisereduce to human-perceivable form all or any part of the Software or the Documentation;
    (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwisecommercially exploit, or otherwise make the Software or the Documentation availableto any third party except the Authorised Users,
    (d) access all or any part of the Software in order to build a product or service whichcompetes with the Software;
    (e) use the Software to provide services to third parties; or
    (f) attempt to obtain, or assist third parties in obtaining, access to the Software, otherthan as provided under this clause7
  6. The Company reserves the right, without liability or prejudice to its other rights to the Client, todisable the Client's access to the Software in the event of a breach of this clause 7.

8.

SUBSCRIBER'S OBLIGATIONS

  1. The Client shall:
    (a) provide the Company with:
    (i) all necessary co-operation in relation to this Agreement; and
    (ii) all necessary access to such information as may be required by the Companyin order to provide the Software;
    (b) without affecting its other obligations under this Agreement, comply with all applicablelaws and regulations with respect to its activities under this Agreement;
    (c) carry out all the Client's responsibilities set out in this Agreement in a timely andefficient manner;
    (d) ensure that the Authorised Users use the Software in accordance with the terms andconditions of this Agreement and shall be responsible for any Authorised User's breachof this Agreement; and
    (e) obtain and shall maintain all necessary licences, consents, and permissions necessaryfor the Client, its contractors and agents to perform their obligations under this Agreement.

9.

SUPPORT SERVICES

  1. The Company shall, during the Subscription Period, provide the services and make availablethe Documentation to the Client.
  2. The Company shall use commercially reasonably endeavours to make technical supportservices for the Software available to the Client during the Company's normal business hours(as notified to the Client from time to time).

10.

PAYMENT

  1. The Client shall pay the Subscription Fee to the Company in accordance with this clause 10and the Subscription Form.
  2. Once the Subscription Form has been executed by the Client, the Company shall submit aninvoice for the Subscription Fee to the Client.
  3. The Client shall pay the Subscription Fee in accordance with the payment terms and methodset out in the invoice provided by the Company. If no due date is specified in the invoice, thedue date shall be 30 days from the date of the invoice.
  4. If the Company has not received payment before close of business on the due date as set outin the invoice, and without prejudice to any other rights and remedies of the Company:
    (a) the Company may, without liability to the Client, disable the Client's account andaccess to all or part of the Software; and
    (b) a late payment fee shall accrue on a daily basis on such due amounts at an annual rateequal of 20% commencing on the due date and continuing until fully paid, whetherbefore or after judgment.
  5. The Client acknowledges and agrees that the Subscription Fee is non-refundable.
  6. The Company acknowledges and agrees that all amounts and fees stated or referred to in thisAgreement including any taxes, including value added tax and/or withholding tax, shall beincluded in the invoice to the Client.

11.

INTELLECTUAL PROPERTY

  1. The Client acknowledges and agrees that the Company and/or its licensors own all IntellectualProperty Rights in the Software and the Documentation. Except as expressly stated in thisAgreement, the Company does not grant the Client any rights to, under or in, any IntellectualProperty Rights or any other rights or licences in respect of the Software or theDocumentation.
  2. The Company confirms that it has all the rights in relation to the Software and theDocumentation that are necessary to grant all the rights it purports to grant under, and inaccordance with, the terms of this Agreement.

12.

INDEMNITY

  1. The Client shall defend, indemnify and hold harmless the Company against claims, actions,proceedings, losses, damages, expenses and costs (including without limitation court costs andreasonable legal fees) arising out of or in connection with the Client's use of the Softwareand/or the Documentation.

13.

LIMITATION OF LIABILITY

  1. Except as expressly and specifically provided for in this Agreement:
    (a) the Company makes no representations or warranties in relation to the availability,performance or functionality of the Software or any representations or warranties thatthe Software shall be free from errors or errors shall be corrected;
    (b) all warranties, representations, conditions and all other terms of any kind whatsoeverimplied by statute or common law are, to the fullest extent permitted by applicablelaw, excluded from this Agreement; and
    (c) the Software and the Documentation are provided to the Client on an "as is" basis.
  2. Subject to clause 13.1:
    (a) the Company shall not be liable whether in tort (including for negligence or breach ofstatutory duty), contract, misrepresentation, restitution or otherwise for any loss ofprofits, loss of business, depletion of goodwill and/or similar losses or loss or corruptionof data or information, or pure economic loss, or for any special, indirect orconsequential loss, costs, damages, charges or expenses however arising under this Agreement; and
    (b) the Company's total aggregate liability in contract, tort (including negligence or breachof statutory duty), misrepresentation, restitution or otherwise, arising in connectionwith the performance or contemplated performance of this Agreement shall be limitedto the total Subscription Fee paid by the Client pursuant to the invoice immediately preceding the date on which the claim arose.

14.

DATA PROTECTION

  1. The Client shall comply, and shall assist the Company in complying with, all applicablerequirements of the Data Protection Legislation.
  2. The Client shall:
    (a) assist the Company in ensuring compliance with its obligations under the DataProtection Legislation with respect to security, personal data breach notifications, dataprotection impact assessments and consultations with supervisory authorities orregulators;
    (b) not share any personal data;
    (c) notify the Company without undue delay on becoming aware of any breach of the DataProtection Legislation;
    (d) use compatible technology for the processing of personal data to ensure that there isno lack of accuracy resulting from personal data transfers; and
    (e) maintain complete and accurate records and information to demonstrate itscompliance with this clause 14.
  3. The Company shall have the right to retain anonymised personal data following thetermination and/or expiry of this Agreement.

15.

CONFIDENTIAL INFORMATION

  1. Each Party agrees to keep all Confidential Information confidential and not to disclose it toanyone or to use it, except as permitted by this clause 15 and to ensure that all ConfidentialInformation is protected with security measures and a degree of care that it would apply to itsown confidential information.
  2. Any Party may disclose or use Confidential Information if and to the extent that:
    (a) it is necessary to enable that Party to enter into, perform or enjoy the full benefit ofthis Agreement;
    (b) the other Party has given prior written approval;
    (c) it is or becomes publicly available (other than by breach of this Agreement) and it isnot unpublished, price-sensitive information;
    (d) it is required or requested to be disclosed by any court of a competent jurisdiction orany governmental, banking, taxation or other regulatory authority or similar body, therules of any relevant stock exchange or pursuant to any applicable law;
    (e) it is required to be disclosed in connection with, and for the purposes of, any litigation,arbitration, administrative or other investigations, proceedings or disputes;
    (f) it is made to any of its affiliates and any of their officers, directors, employees,professional advisers, auditors or partners, provided that any such person if informedin writing of its confidential nature; or
    (g) it is made to a person to whom it assigns or transfer all or any of it rights and/orobligations under the Agreement,
    provided that prior to such disclosure or use of such Confidential Information, the disclosing Party shall promptly notify the other Party of any proposed or required disclosure or use.
  3. Each Party agrees (to the extent permitted by law and regulation) to inform the other Partyupon becoming aware that Confidential Information has been disclosed in breach of this clause15.
  4. The obligations in this clause 15 are continuing and shall survive and remain binding on eachParty for a period of 12 months from the date on expiry or termination of this Agreement.
  5. On termination or expiry of this Agreement, any Party which has received ConfidentialInformation shall promptly on demand by the Party which provided the Confidential Information:
    (a) return any written records (irrespective of the format) of Confidential Information in itspossession and control (without keeping any copies) to the Party which provided theinformation;
    (b) destroy all analyses, notes or other documents prepared by it (or their officers,employees, agents or advisers) if they contain, reflect or derive from any suchConfidential Information;
    (c) delete any Confidential Information in its possession or control from any computer orother device, its IT network and hard disks or other storage means associated with anycomputer equipment owned or controlled by the relevant Party;
    (d) on request supply a certificate signed by one of its directors confirming that therequirements of this clause have been fully complied with,
    except where any Party which has received Confidential Information is required by law toretain such information, in which case, that Party shall:
    (a) notify the other Party in writing of the requirement to retain Confidential Information,giving details of the documents and/or materials that it must retain; and
    (b) retain only one copy that it may use for such purposes only and subject to theconfidentiality obligations in this clause 15.

16.

FORCE MAJEURE

  1. An Affected Party shall not be in breach of this Agreement nor be liable for failure or delay inperforming its obligations under this Agreement if it notifies the other Party promptly of theevents and circumstances constituting the Force Majeure Event, the likely duration of suchevents or circumstances and their consequences on its obligations
  2. After delivery of a notice in accordance with clause 16.1 above, the Affected Party shall keepthe other Party informed of material developments relating to the Force Majeure Event.
  3. The Affected Party shall use reasonable endeavours to continue to perform its obligationsunder this Agreement and to minimize the adverse effects of the Force Majeure Event.
  4. The Affected Party shall notify the other Party of the steps it proposes to take to minimize theeffects of any Force Majeure Event, including any reasonable alternative means forperformance of its obligations under this Agreement. The other Party shall use reasonableendeavours to co-operate in taking such steps, if and to the extent it is not prejudiced by doingso.
  5. Either Party may at any time terminate this Agreement by 14 days'notice to the other Party, ifthe Affected Party is excused from the performance of any material obligation under thisAgreement by a Force Majeure Event for a continuous period of 3 months. The Agreement shallterminate on the termination date set out in the notice.

17.

TERMINATION

  1. Either Party may terminate this Agreement with immediate effect by giving written notice tothe other Party if
    a) the other Party fails to pay any amount due under this Agreement on the due date forpayment and such payment is not paid within 7 days of the due date under thisAgreement;
    (b) the other Party commits a material breach of any other term of this Agreement whichbreach is irremediable or (if such breach is remediable) fails to remedy that breachwithin 15 Business Days after being notified to do so;
    (c) the other Party suspends, or threatens to suspend, payment of its debts or is unable topay its debts as they fall due or admits inability to pay its debts;
    (d) the other Party commences negotiations with all or any class of its creditors with aview to rescheduling any of its debts, or makes a proposal for or enters into anycompromise or arrangement with its creditors;
    (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or inconnection with the winding up of that other Party; or
    (f) an application is made to court, or an order is made, for the appointment of anadministrator, or if a notice of intention to appoint an administrator is given or if anadministrator is appointed, over the other Party (being a company)
  2. Upon termination of this Agreement:
    (a) the Client shall cease all use of the Software upon the effective date of thetermination; and
    (b) the Client shall have 30 days from the date of termination to retrieve any of the datathat Client wishes to keep.
  3. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities ofthe Parties that have accrued up to the date of termination, including the right to claimdamages in respect of any breach of the Agreement which existed at or before the date oftermination.

18.

GENERAL PROVISIONS

  1. Further assurances: Each Party shall use reasonable endeavours to procure that any thirdparty shall execute such documents and do such acts and things as the requesting Party mayreasonably require for the purpose of giving the full benefit of this Agreement to therequesting Party
  2. Notices: Any notice or other communication to be made under or in connection with thisAgreement (each, a Notice) shall be made in writing and in the English language. Any Noticeshall only be effective if delivered by hand, email, or courier to the relevant address or contactdetails set out below or in the Subscription Form:  notices@klaim.ai
  3. When Notices become effective: Any Notice to be made under or in connection with thisAgreement shall only be effective on receipt and shall be deemed to have been received:
    (a) at the time of delivery, if delivered by hand or courier;
    (b) if sent by email, on the date a delivery receipt is received by the sender in respect ofthe notice or other communication, unless a return mail is received by the senderwithin that one hour period stating that the addressee's email address is wrong or thatthe message cannot be delivered
    provided that any notice received after 5pm on a Business Day or on any day that is not aBusiness Day shall be deemed to have been received on the next Business Day.
  4. No assignment: The Client may not assign any of its rights, or transfer by novation any of itsrights and obligations under, or grant any security over, hold on trust or otherwise transfer thebenefit of the whole or any part of, this Agreement. The Company may assign any of its rights,or transfer by novation any of its rights and obligations under, or grant any security over, holdon trust or otherwise transfer the benefit of the whole or any part of, this Agreement.
  5. Counterparts: This Agreement may be entered into in any number of counterparts, and thishas the same effect as if the signatures were on a single copy of the Agreement.
  6. Waiver: No failure or delay by either Party in exercising any right or remedy provided underthis Agreement shall operate as a waiver of it, nor shall any single or partial exercise of anyright or remedy preclude any other or further exercise of it, or of any other right or remedy.Any waiver of a breach of this Agreement must be in writing. Any waiver of a breach of thisAgreement shall not constitute a waiver of any subsequent breach.
  7. No partnership or agency: Nothing in this Agreement shall be deemed to constitute apartnership between the Parties or constitute either Party the agent of the other Party.
  8. No employer/employee relationship: Nothing in this Agreement is intended to, or shall bedeemed to, establish a relationship of employer and employee between the Parties.
  9. Variation: No variation of this Agreement shall be effective unless in writing and signed by oron behalf of both Parties.
  10. Invalidity/severance:If, at any time, any provision of this Agreement is or becomes illegal,invalid or unenforceable under the law of any jurisdiction:
    (a) the legality, validity or enforceability of the remaining provisions shall not be affectedor impaired; and
    (b) the provision shall apply with whatever deletion or modification is necessary so thatthe provision is legal valid, binding and enforceable and gives effect to the commercialintention of the Parties; and
    (c) to the extent it is not possible to delete or modify the provision under paragraph (b) above, then that provision (or part of it) shall be deemed not to form part of thisAgreement.
  11. Costs: Each Party shall bear all costs incurred by it in connection with the preparation,negotiation and entry into of this Agreement.
  12. Whole agreement: This Agreement contains the whole agreement between the Partiesrelating to the subject matter of this Agreement and supersedes any previous written or oralagreement between the Parties in relation to such matters.
  13. Non-reliance: Each Party agrees and acknowledges that, in entering into this Agreement,
    (a) it is not relying on any representation, warranty or undertaking not expresslyincorporated in it;
    (b) it is sophisticated and knowledgeable in the matters contained in this Agreement andhas acted in their own interests; and
    (c) it has been represented by its own legal counsel.
  14. Governing law: This Agreement shall be governed by and construed in accordance with thelaws of the Dubai International Financial Centre.
  15. Dispute Resolution: Any dispute arising out of or in connection with this Agreement,including any question regarding its existence, validity or termination, shall be subject to theexclusive jurisdiction of the Courts of the Dubai International Financial Centre (DIFC). Fordisputes under 1,000,000 AED in value, the Parties agree to exclusively hear the matter in theSmall Claims Tribunal at the DIFC Courts.