(a)"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

(b)"Authorised User" means Customer's employees, consultants, contractors, and agents (i) who are authorised by Customer to access and use the Services under the rights granted to the Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(c)"Documentation" means Software Provider's end-user documentation relating to the Services available on the Software Providers website or via the Services, including, without limitation, any blogs or internal pages in the Services that serve as set-up guides, or as otherwise may be communicated to the Customer by the Software Provider as may be required.

(d)"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

(e)"Provider IP" means the Services, any improvements or adjustments or other changes made thereto, including, without limitation, any changes made at the request of the Customer, the Documentation, and any and all intellectual property provided to the Customer or any Authorised User in connection with the foregoing. For the avoidance of doubt, the Software Provider IP includes Services Data and any information, data, or other content derived from the Software Provider's monitoring of Customer's access to or use of the Services.

(f)"Services" means the software offering or other services described in any Order Form attached hereto.

(g)"Services Data" means information, data, and other content, in any form or medium, that is collected during, submitted, posted, or otherwise transmitted by or on behalf of the Customer or an Authorised User through the Services, including, without limitation, any data or information related to the Customer’s or any Authorised User’s use of the Services.

(h)"Miner" is a singular device specific processing entity with a unique designated URL. For purposes of calculating the Subscription Fees, the number of Miners using Services in any given calendar month shall be calculated by the Software Provider based on the number of Miners which are active or monitored by using the Software Provider’s Services on any day during such calendar month.

(a)Provision of Access: Subject to and conditioned on Customer's payment of Fees and compliance with all other terms and conditions of this Agreement, the Software Provider hereby grants the Customer a non-exclusive, non-transferable (except in compliance with Section 11(b)) right to access and use the Services during the Term, solely for use by Authorised Users in accordance with the terms and conditions herein. Such use is limited to Customer's internal use. The Software Provider shall provide to the Customer the necessary passwords and network links or connections to allow Customer to access the Services as maybe required from time to time. The total number of Authorised Users is uncapped.

(b)Documentation License: Subject to the terms and conditions contained in this Agreement, the Software Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 11(b)) license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services.

(c) Use Restrictions: Unless otherwise expressly agreed to by the Parties in writing, the Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. The Customer shall not at any time, directly or indirectly, and shall not permit any known unauthorised or Authorised Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, or that violates any applicable laws and regulations; (vi) collect data from the Services to create any type of database or directory without written permission; (vii) tamper with the Services' security features, copying Services Data, or bypassing access restrictions; (viii) engage in unauthorized framing, linking, or misleading behaviour aimed at obtaining sensitive information like passwords; (ix) misuse support services or filing false reports is prohibited; (x) upload harmful content such as viruses; (xi) interfere with the Services' functionality, networks, or connected services is forbidden; (xii) transmit materials that passively collect information or interfere with the services’ functionality; (xiii) launch automated systems like bots or scrapers without authorization is prohibited; or (xiv) disparage or harm us/the Services or our/their reputation.

(d) Reservation of Rights: The Software Provider reserves all rights not expressly granted to the Customer 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 Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

(e) Suspension: Notwithstanding anything to the contrary in this Agreement, the Software Provider may temporarily suspend the Customer's and any Authorised User's access to any portion or all of the Services if: (i) Software Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any Authorised User's use of the Provider IP disrupts or poses a security risk to the Software Provider IP or to any other customer or vendor of the Software Provider; (C) Customer, or any Authorised User, is using the Software Provider IP for fraudulent or illegal activities; (D) subject to applicable law, the Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (E) the Software Provider's provision of the Services to Customer or any Authorised User is prohibited by applicable law; (ii) any vendor of the Software Provider has suspended or terminated the Software Provider's access to or use of any third-party services or products required to enable Customer access the Services; or (iii) in accordance with Section 2(e)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). The Software Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to the Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. The Software Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event, giving rise to the Service Suspension is cured. Software Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the Customer or any Authorised User may incur as a result of a Service Suspension.

(a)Fees. shall pay the Software Provider the fees ("Fees") as set forth in each Order Form without offset or deduction. Customer shall make all payments hereunder in either US dollars (USD), United Arab Dirham (AED), USDT or BTC as agreed in writing between the Parties and to the respective accounts as detailed in the Order Form on or before the due date set forth in each Order Form. If the Customer fails to make any payment when due, without limiting the Software Provider's other rights and remedies: (i) the Software Provider may charge interest on the past due amount at the rate of 1% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse the Software Provider for all reasonable costs incurred by the Software Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 15 days or more, the Software Provider may suspend Customer's and its Authorised Users' access to any portion or all of the Services until such amounts are paid in full.

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

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorised Users, and any act or omission by an Authorised User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorised Users aware of this Agreement's provisions as applicable to such Authorised User's use of the Services, and shall cause Authorised Users to comply with such provisions. A copy of each such Agreement will be made available through the user portal once entered into.

(a)Provider IP. Customer acknowledges that, as between Customer and the Software Provider, the Software Provider owns all rights, titles, and interests, including all intellectual property rights, in and to the Provider IP. As between the Software Provider and Customer, all rights, titles, and interests in Services Data, and all intellectual property rights therein, belong to and are retained solely by the Software Provider.

(b)Feedback. If Customer, its Authorised Users, or any of Customer’s employees or contractors sends or transmits any communications or materials to the Software Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), the Software Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to the Software Provider on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and the Software Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although the Software Provider is not required to use any Feedback.

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, and 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 three 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. The economic and other terms of each Order Form are deemed to be “Confidential Information” of the Software Provider.

(a)"Term" Each Order Form sets for the term and any renewals.

(b) Unless otherwise set forth in any Order Form, the termination fee will be equal to 50% of the remaining contract value.

(c)"Effect of Expiration or Termination" Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Provider IP and, without limiting Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Software Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

(d)"Survival" This Section 7(d) and Sections 1, 3, 5, 6, 8, 9, 10, and 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

Customer shall indemnify, hold harmless, and, at Software Provider's option, defend the Software Provider from and against any Losses resulting from any Action by a third party that Customer has breached any term of this Agreement or any Authorised User's (i) negligence or willful misconduct; or (ii) use of the Services in a manner not authorised by this Agreement. Customer may not settle any Action against the Software Provider unless the Software Provider consents to such settlement, and further provided that the Software Provider will have the right, at its option, to defend itself against any such Action or to participate in the defense thereof by counsel of its own choice.

In no event will the Software Provider 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 Software Provider was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will Software Provider'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 the Software Provider under this agreement in the twelve-month period preceding the event giving rise to the claim.

THE SOFTWARE PROVIDER IP IS PROVIDED "AS IS" AND SOFTWARE PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE SOFTWARE PROVIDER 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. SOFTWARE PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'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.

(a)Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorised 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.

(b)Assignment. Customer may not assign 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 the Software Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment 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 and their respective permitted successors and assigns.

(c)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: (i) first, this Agreement, excluding its exhibits; (ii) second, the exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.

(d)Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

(e)Force Majeure. In no event shall Software Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Software Provider's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

(f)Governing Law; Submission to Jurisdiction.This Agreement is governed by and construed in accordance with the international laws of the Dubai International Financial Centre (DIFC). Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the international courts of the DIFC, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g)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 recognised overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), 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.

(h)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 shall negotiate in good faith to modify this Agreement so as to effect their original intent 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.