The Service Management Agreement

The Service Management Agreement (“Agreement”, and/or “Terms and Conditions”) is made by and between Masaar and you and you and your heirs, agents, successors and assigns (collectively, “Customer” and/or “Customers”), and is made effective as of the date of acceptance. This agreement sets forth the terms and conditions that applies for any form of: (a) Website content management; (b) Website users and tools management; (c) Domain name and hosting management; (d) Social media profiles management; (e) Social media campaigns; (f) Advertising campaigns; or any other related service by Masaar (collectively, “Management Services”).

Your acceptance of this Agreement signifies that you have read, understand, acknowledge, and agree to be bound by these terms and conditions along with all other applicable Masaar agreements which are incorporated herein by reference.

The terms “we”, “us”, or “our” shall refer to Masaar. The terms “you”, “your”, “user”, or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

Masaar reserves the right, in its sole and absolute discretion, to change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and without notice. Any such changes or modification shall be effective immediately upon posting to this website (“Website“). If you do not agree to be bound by this Agreement as last revised as indicated by the “Last Revised” date located at the bottom of this Agreement, do not use or continue to use the Services or the Website. Masaar may occasionally notify you of changes or modifications to this Agreement or the Visual Identity Services by email so it is very important that you keep your account information current and up to date. Masaar is not responsible and assumes no liability for your failure to receive an email notification if such failure results from inaccurate or out-dated account information.

1. Description of the Management Services

By the terms and conditions of this Agreement, Masaar will provide the agreed upon Management Services as per a separate agreement that puts the guidelines of the Management Services (“The Service Management Guidelines Agreement”) Masaar will provide, and the additional responsibilities of the Customer.

2. The Service Management Guidelines Agreement

The Service Management Guidelines Agreement is the guideline for the nature of the Management Services Masaar will provide the Customer. The Service Management Guidelines Agreement include a quotation stating (a) The Management Services details (“Details”); (b) The Management Services setup fees (“Setup Fees”); (c) The Management Services recurring fees (“Fees”) and the Fees payments cycle (“Fees Cycle”); (d) Minimum duration of the Agreement with the Customer (“Minimum Duration”); (e) Duration of the Agreement (“Duration”); (f) The official communication channels between Masaar and the Customer for following up on the Management Services (“Communication Channels”);

If The Service Management Guidelines Agreement does not state any of the previous points, this Agreement is considered invalid and a new agreement must take place. The paid amount would be available to the Customer for future purchases of any Masaar services.

3. Limitations of the Management Services

If the Management Services included any software development related services, and/or any visual work related services, Masaar reserves the right to abandon any request by the Customer (“Request”) if Masaar has a doubt of any kind that the requested service by the Customer violates a 3rd party copyright, and/or any agreement that is between either Masaar and a 3rd party, and/or the Customer and a 3rd party. A refusal of such a request will not invalidate the Agreement, and the rest of the terms and conditions will apply. The Customer will not be allowed to request the same again unless the Customer provides what satisfies Masaar requirements to fulfil the request (“Request Requirements”).

4. Early Termination of the Agreement

If the Customer wishes to terminate the Agreement before the end of the Minimum Duration, the Customer will have to pay a fine. The fine amount will be the sum of the Setup Fees and the total Fees the Customer would pay by the end of the Minimum Duration from the day Masaar agrees on the Customer request to terminate the Agreement. Masaar reserves the right to take up to 39 days before finalising the Agreement termination.

5. 3rd Party Materials and Services

Masaar may use materials produced by 3rd parties, and/or serve 3rd party services under this Agreement that are unrelated to Masaar (“3rd Party Materials and Services“). You agree to abide by the terms and conditions required by the 3rd parties for the use of the 3rd Party Materials and Services.

6. Limitations to the 3rd Party Materials and Services

By accepting this Agreement, the Customer acknowledges that Masaar provides some of its services by 3rd parties. Masaar will never be responsible for the failure of the 3rd Party Materials and Services to deliver any Request. In the event of the failure of any 3rd party, Masaar will work by its own, and/or assign another party to fulfil the Request. Any limitations of this type can never invalidate the Agreement.

7. Payments

The Customer agrees to make the payments of the Fees as per The Service Management Guidelines Agreement. If the Customer fails to make a payment within 24 hours of the agreed upon Fees Cycle, Masaar reserves the right to suspend any Request and/or all the agreed upon Management Services. Masaar reserves the right to terminate this Agreement in the event of late payment, and the Customer will be charged a fine of the sum of the Setup Fees and any unpaid payments within 39 days of the latest payment.

8. Waiver of the Setup Fees

As courtesy, Masaar may waive the Setup Fees for the Customer after ending the first half of the Duration. Any waiving occurs to the Setup Fees will only be a credit available to the Customer for any future purchases of Masaar services.

9. Expenses

After the Agreement has been signed, the Customer has to pay any expenses that might occur in relation to the Management Services, including but not limited to; (a) Travelling expenses; (b) Meeting[s] expenses; (c) Calls and communications expenses; (d) Delivery and courier expenses; (“Expenses”).

The Customer is legally bound to pay for the Expenses incurred to Masaar upon completion of the Fees Cycle. Refusing to do so would result in termination of the Agreement. A termination of the Agreement will entitle Masaar to any unpaid amounts of the Fees, in addition to a fine of the amount of the Setup Fees.

10. Indemnification

You agree to release, defend, indemnify and hold harmless Masaar, its parent companies, subsidiaries, affiliates, shareholders, agents, directors, officers, and employees from and against any and all claims, demands, liabilities, losses, damages or costs, including reasonable attorney’s fees, arising out of or related in any way to this Agreement, the Services provided hereunder by Masaar, the Website or your account manager, your Account with Masaar, your use of the Services, and/or disputes arising in connection with the Services.

If we are sued or threatened with legal action in connection with Design Services provided to you under this Agreement, you agree to release, defend, indemnify and hold harmless Masaar and under such circumstances, you agree that you will, upon demand, obtain a performance bond with a reputable bonding company or, if you are unable to obtain a performance bond, that you will deposit money with us to pay for our reasonably anticipated expenses in relation to the matter. Such deposit will be held in trust with a licensed attorney and will be drawn down as expenses are incurred, with all account notices sent to the primary contact information provided in your Account. We shall not be obliged to extend you any credit in relation to such expenses and we may terminate the Design Services for a failure to deposit such funds. We will return any unused deposit upon the later of one year from deposit or the legal conclusion of the matter.

11. Warranty Disclaimer

MASAAR, ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, THE DESIGN SERVICES PROVIDED HEREUNDER, THE WEBSITE OR ANY WEB SITES LINKED TO THE WEBSITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT FOR OUR STATEMENT REGARDING OUR ACCREDITATION AS ICANN-APPROVED DOMAIN NAME REGISTRAR. ALL SERVICES, AS WELL AS THE WEBSITE, ARE PROVIDED “AS IS”. YOUR SUBSCRIPTION TO, AND USE OF, MASAAR SERVICES AND ITS WEBSITE ARE ENTIRELY AT YOUR RISK. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY MASAAR, ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, OFFICERS, AND EMPLOYEES CONSTITUTE LEGAL, FINANCIAL, OR TAX ADVICE AND YOU SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE AS SUCH. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

12. Limitations of Liability

YOU AGREE THAT MASAAR WILL NOT BE LIABLE FOR ANY (1) SUSPENSION OR LOSS OF THE SERVICES (2) USE OF THE SERVICES, (3) INTERRUPTION OF THE SERVICES OR INTERRUPTION OF YOUR BUSINESS, (4) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO OUR WEBSITE OR SERVICES OR DELAYS OR ACCESS INTERRUPTIONS YOU EXPERIENCE IN RELATION TO THE SERVICES; (5) LOSS OR LIABILITY RESULTING FROM ACTS OF OR EVENTS BEYOND OUR CONTROL (6) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (7) OR LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. YOU ALSO AGREE THAT MASAAR WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE USE OF THE SERVICES, BUT IN NO EVENT GREATER THAN THE AMOUNT FOR THE PRIOR 3 MONTHS OF SERVICES PAID FOR UNDER THIS AGREEMENT. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. General

You may not assign any of your rights or privileges, or delegate any of your duties or obligations hereunder, in whole or in part, by operation of law or otherwise, to any third party without the prior written consent of Masaar. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Masaar reserves the right, in its sole and absolute discretion, to change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time and without notice. Any such changes or modification shall be effective immediately upon posting to the Website. If you do not agree to be bound by this Agreement as last revised as indicated by the “Last Revised” date located at the bottom of this Agreement, do not use or continue to use the Services. You agree that your exclusive remedy is to transfer your Services to another registrar or request us to terminate your Services under this Agreement. Masaar may occasionally notify you of changes or modifications to this Agreement or the Services by email so it is very important that you keep your account information current and up to date. Masaar is not responsible and assumes no liability for your failure to receive an email notification if such failure results from inaccurate or out-dated account information.

This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter herein. Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or unenforceability of any of the terms of this Agreement in any other jurisdiction. A waiver by either party of a breach or violation of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement. The headings contained in this Agreement are for convenience only and shall not affect meaning or interpretation of this Agreement.

14. Contact Information

If you have any questions or concerns about anything found in this Agreement or other agreements with Masaar, please contact us by regular mail, courier, or email to the following address:

Legal/Corporate:

Masaar,

Falaj Al Mualla, Umm Al Qaiwayn,

United Arab Emirates,

legal@masaar.com

Technical Support/Customer Service:

Masaar,

Falaj Al Mualla, Umm Al Qaiwayn,

United Arab Emirates,

support@masaar.com

15. Governing Law

This Agreement and its subject matter shall be governed in accordance with the laws of, including, but not limited to:

(a) UAE Federal Legislations;

(b) Abu Dhabi Courts Legislations;

(c) Dubai Courts Legislations;

without regard to conflict of laws and principles contained therein with the exception of disputes related to the Domain Name Registration Agreement which fall under UDRP,URS, or similar dispute resolution process as defined by various Registry policies incorporated or made reference to herein. All other services provided are subjected to the local and federal copyright and intellectual property laws and principles of United Arab Emirates.