Edrak Master Subscription Agreement

1.1 Services

"Services" means the Edrak products and services made available to Customer by Edrak under this MSA, including the Edrak AI Business platform, which provides governed access to leading large language models (including, where supported, GPT, Claude, and Gemini) through a single interface, together with the administration, audit, identity, and knowledge-base capabilities described in the applicable Order Form or product documentation. Subject to the terms of this MSA, Edrak will make the Services available to Customer for the service period specified on the applicable Order Form (the "Service Period"). Edrak will provide the Services in accordance with its Service Level Agreement available at edrak.com/sla (the "SLA").

1.2 Support

Edrak will provide commercially reasonable support during the Service Period in accordance with its Support Policy available at edrak.com/support-policy, which includes: (a) a named account contact for commercial and onboarding questions; (b) email and ticket-based technical support during business hours, with on-call escalation for severity-1 incidents; and (c) proactive customer success outreach on adoption metrics and new capability rollouts.

1.3 Modifications to the Services

Edrak may modify the Services from time to time, including by adding or removing features, models, or capabilities, provided that any such modification will not materially diminish the core functionality of the Services during the then-current Service Period. Where a modification materially diminishes core functionality and Customer notifies Edrak in writing within thirty (30) days, Customer's exclusive remedy is termination in accordance with Section 3.2 and a pro-rata refund of prepaid, unused Fees.

2.1 Payment and Taxes

2.1.1 Fees. "Fees" means the fees payable by Customer to Edrak for the Services, as set forth on the Order Form. Customer is responsible for all Fees set forth in the Order Form. Edrak will invoice Customer using the billing information set forth therein. Customer shall pay all Fees in accordance with the payment terms set forth in the applicable Order Form, which by default are Net 15 days from the date of invoice. Except as expressly set forth in this MSA, all payment obligations are non-cancelable and Fees are non-refundable and not subject to set-off. In the event of non-payment of undisputed Fees for fifteen (15) days after the due date of an invoice, Edrak reserves the right to (i) suspend Customer's access to the Services until Customer pays the entire remaining balance, and/or (ii) charge interest on past-due amounts at the lesser of one and a half percent (1.5%) per month or the highest rate permitted by applicable law. Edrak will promptly restore Customer's access once such non-payment is cured.

2.1.2 Fee Disputes. If Customer has a bona fide belief that an invoice is incorrect, Customer must contact Edrak within thirty (30) days of the date of the applicable invoice (the "Dispute Period"). Upon receipt of such notice, the Parties will work together in good faith to resolve the dispute, and if disputed amounts are deemed legitimate, Customer agrees to pay such amounts within thirty (30) days of resolution. If Customer does not notify Edrak of a dispute within the Dispute Period, all invoiced Fees will be deemed legitimate and owing in accordance with this MSA.

2.1.3 Taxes. Fees do not include value-added tax (VAT), withholding tax, or any other federal, regional, local, or foreign taxes, levies, duties, or similar governmental assessments of any nature ("Taxes"). Customer is responsible for paying all Taxes associated with its purchase of the Services, excluding Taxes based on Edrak's net income, property, or employees. Where Customer is required by law to withhold any amount from Fees payable to Edrak, Customer shall gross up such payment so that Edrak receives the full amount it would have received absent such withholding.

2.2 Price Changes

Prices specified in the Order Form may include discounts or promotional pricing (for example, waived deployment and training fees). Edrak may change prices for the Services or discontinue any promotion in its sole discretion; provided that any such change will only take effect upon the commencement of Customer's next Service Period and will not affect Fees payable for the then-current Service Period. Upon renewal, the annual price for the products and headcount bucket listed in the Order Form shall not increase by more than the percentage specified in the Order Form (and, if no percentage is specified, by no more than ten percent (10%)) over the annual price of the final year of the prior Service Period. Edrak will provide Customer with reasonable advance notice of any Fee increase prior to the expiration of the then-current Service Period.

2.3 User Expansion

Customer may add additional Authorized Users during the Service Period at the same per-user rate set forth in the Order Form, pro-rated to the end of the current Service Period.

2.4 Evaluation Services and Beta Offerings

2.4.1 Evaluation Services. From time to time, Edrak may make Evaluation Services available to Customer at no charge for a defined evaluation period communicated to Customer (the "Evaluation Period"). Evaluation Services are provided to allow Customer to assess the Services prior to entering into a paid subscription, and the decision to proceed to a paid subscription rests entirely with Customer. The Evaluation Period will end on the earlier of: (a) the end date communicated to Customer; (b) the start date of any Order Form entered into by Customer for paid Services; or (c) termination by Edrak in its sole discretion.

EDRAK WILL HAVE NO OBLIGATION TO RETAIN ANY CUSTOMER INFORMATION PROVIDED TO OR PROCESSED BY EDRAK DURING THE EVALUATION PERIOD, AND SUCH CUSTOMER INFORMATION WILL BE SUBJECT TO PERMANENT DELETION FOLLOWING THE END OF THE EVALUATION PERIOD, UNLESS CUSTOMER ENTERS INTO AN ORDER FORM FOR THE SAME SERVICES AS THOSE COVERED BY THE EVALUATION.

2.4.2 Beta Offerings. Edrak may, from time to time, make pre-release features, services, or functions available to Customer at no charge, identified as "alpha," "beta," "preview," "early access," or words of similar meaning ("Beta Offerings"). Customer may elect to use Beta Offerings in its sole discretion. Beta Offerings are intended for evaluation purposes, not production use, and may be subject to additional terms communicated by Edrak. Beta Offerings are not "Services" under this MSA; however, all Prohibited Uses, Customer obligations, and terms regarding Edrak's ownership shall apply to Beta Offerings. Edrak may discontinue a Beta Offering at any time and may never make it generally available.

2.4.3 Disclaimers. NOTWITHSTANDING SECTIONS 1.2 (SUPPORT), 7 (WARRANTIES AND DISCLAIMERS), AND 8 (INDEMNIFICATION) BELOW, EVALUATION SERVICES AND BETA OFFERINGS ARE PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY, AND EDRAK SHALL HAVE NO SUPPORT OR INDEMNIFICATION OBLIGATIONS, NOR LIABILITY OF ANY TYPE, WITH RESPECT TO EVALUATION SERVICES OR BETA OFFERINGS, EXCEPT WHERE SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE EDRAK'S AGGREGATE LIABILITY WITH RESPECT TO EVALUATION SERVICES AND BETA OFFERINGS SHALL NOT EXCEED ONE THOUSAND SAUDI RIYAL (SAR 1,000).

3.1 Term and Renewal

3.1.1 MSA Term. This MSA commences on the Effective Date and remains in effect until all Order Forms have expired or been terminated in accordance with this Section 3.

3.1.2 Order Form Renewal. The Service Period for each Order Form will be set forth therein; if no Service Period is specified, it will be one (1) year. Unless otherwise expressly stated in the applicable Order Form, upon expiration of the Service Period, the Customer's subscription will automatically renew for successive one- (1) year Service Periods unless Customer provides Edrak with written notice of intent to terminate at least thirty (30) days prior to the end of the then-current Service Period.

3.2 Termination for Cause

A Party may terminate this MSA or an Order Form for cause: (a) upon written notice to the other Party of a material breach, if such breach remains uncured after thirty (30) days from the date of the breaching Party's receipt of such notice describing the breach in reasonable detail; (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors that is not dismissed within sixty (60) days of commencement; or (c) immediately by Edrak if Customer materially violates Section 4.5 (Prohibited Uses). Non-payment of undisputed Fees by Customer for thirty (30) days after the due date of an invoice will be considered a material breach. Edrak reserves the right to suspend access (rather than terminate) during any cure period where the breach relates to non-payment.

3.3 Effect of Termination and Survival

Termination of this MSA will concurrently terminate all active Order Forms. Upon termination of this MSA or any Order Form: (a) Customer will have no further right to use the affected Services and Edrak will remove Customer's access; (b) Edrak will, upon Customer's written request made within thirty (30) days of termination, provide Customer with a read-only export window for Customer Information and, upon completion of deletion, a deletion certificate; (c) Customer Information will be deleted in accordance with Edrak's data retention policy, except that audit-relevant logs may be preserved as required by applicable regulatory obligations; and (d) Customer will not be entitled to a refund of prepaid Fees, except that if Customer terminates for Edrak's uncured material breach under Section 3.2, Customer shall be entitled to a pro-rata refund of any prepaid, unused Fees.

The following Sections survive termination: Section 2 (Fees and Payment) for any Fees due and payable at the time of termination, Section 3.3 (Effect of Termination and Survival), Section 4 (Ownership, License, and Use of the Services), Section 5 (Confidentiality), Section 7.3 (Disclaimers), Section 8 (Indemnification), Section 9 (Limitation of Liability), and Section 10 (Miscellaneous).

4.1 Ownership

Each Party retains all rights, title, and interest in any of its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and proprietary rights ("Intellectual Property Rights"). Edrak retains all Intellectual Property Rights in and to the Services and all components of, or used to provide, the Services, and any other materials developed by Edrak in its performance hereunder that derive from, improve, enhance, or modify the Services or other Edrak pre-existing intellectual property (collectively with the corresponding Intellectual Property Rights, "Services Information"). Customer retains all Intellectual Property Rights in all information uploaded to or processed by the Services by or on behalf of Customer, including any prompts, inputs, and outputs produced by the Services from such information (excluding any Edrak intellectual property embedded therein) (collectively, "Customer Information").

4.2 Feedback

Customer may, under this MSA, provide suggestions, enhancement requests, recommendations, or other feedback to Edrak ("Feedback"). Customer hereby grants Edrak a fully paid-up, royalty-free, worldwide, transferable, sublicensable (through multiple layers), assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or otherwise use any Feedback; provided that Edrak may not breach its obligations of confidentiality under Section 5 in doing so. As between the Parties, Edrak owns all right, title, and interest in any features, functionality, or components developed based on or initiated by such Feedback.

4.3 Licenses

Subject to Customer's compliance with the terms and conditions of this MSA (including any limitations and restrictions set forth in the applicable Order Form), Edrak hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to access and use the Services solely during the applicable Service Period for Customer's internal business purposes. Customer hereby grants Edrak a non-exclusive, non-transferable, non-sublicensable right and license to use Customer Information solely to provide the Services to Customer. Notwithstanding anything to the contrary, Edrak may generate, collect, use, and analyze usage data derived from Customer's use of the Services ("Usage Data"), including log data and metadata, to develop, improve, support, and operate its products and services; provided that such Usage Data may only be shared with third parties in a manner that is aggregated and/or anonymized and that does not identify Customer or any Authorized Users.

4.4 Authorized Users

Customer may designate and provide access to the Services to its authorized employees, agents, or contractors (each an "Authorized User"). Customer is responsible for all use and misuse of the Services by Authorized Users and for compliance with this MSA by any Authorized User as though they were a party hereto. Customer agrees to promptly notify Edrak of any unauthorized access or use of which it becomes aware. Authorized Users are strictly prohibited from sharing accounts or account passwords, and any such sharing constitutes a material breach of this MSA by Customer.

4.5 Prohibited Uses

Customer will not, and will not permit any Authorized User or third party to, directly or indirectly: (a) "frame," distribute, resell, or permit access to the Services by any third party other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws, rules, or regulations, including the laws of the Kingdom of Saudi Arabia and any applicable export-control or sanctions laws; (c) interfere with, disrupt, or gain unauthorized access to the Services; (d) attempt to decompile, disassemble, reverse-engineer, discover the underlying source code or structure of, or copy the Services; (e) provide Edrak any Customer Information or Feedback that is unlawful, defamatory, harassing, discriminatory, or infringing of third-party Intellectual Property Rights; (f) introduce into the Services any code, exploit, or undisclosed feature designed to delete, disable, deactivate, interfere with, or otherwise harm the Services or provide unauthorized access to them; (g) use any robot, spider, scraper, or extraction tool with respect to the Services; (h) provide access to the Services to any individual associated with an Edrak Competitor (as defined below); (i) extract information from the Services or otherwise access or use the Services in furtherance of replicating the Services or otherwise competing with Edrak; (j) encumber, sublicense, transfer, rent, lease, time-share, or use the Services in any service-bureau arrangement or otherwise for the benefit of any third party; (k) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port, or otherwise modify any aspect of the Services; (l) introduce into the Services any software containing a virus, worm, "back door," Trojan horse, or similarly harmful code; (m) remove or alter any proprietary notices or labels from the Services; or (n) permit any third party to engage in any of the foregoing (each, a "Prohibited Use"). An "Edrak Competitor" is any entity that provides goods or services that are the same as, or substantially similar to, those provided by Edrak, as would be determined by a reasonable person. Edrak reserves the right to suspend Customer's or any Authorized User's access to the Services where Edrak reasonably suspects a breach of this Section.

4.6 Artificial Intelligence

4.6.1 AI Features. Customer acknowledges that the Services route prompts, inputs, and other Customer Information to and through one or more underlying large language models or other artificial intelligence or machine learning systems provided by Edrak and/or its licensors (collectively, "AI Features"). Use of AI Features is fundamental to the Services. Customer's administrators may configure AI Features (including model selection, content-policy rules, and data-loss-prevention rules) using the functionality of the Services.

4.6.2 Zero-Training-Data Commitment. Edrak will not, and will not permit any third party (including any underlying model provider) to, use any Customer Information — including prompts, inputs, or outputs — to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model. This commitment is technically and contractually enforced on every request and is reflected in Edrak's Data Processing Agreement available at edrak.com/dpa (the "DPA"). For clarity, Edrak may use Feedback (e.g., Customer labelling of AI outputs as helpful or unhelpful) and Usage Data for the purpose of improving the Services and the AI Features.

4.6.3 AI Output Disclaimer. Edrak makes no covenants, representations, or warranties regarding any outputs generated, transmitted, or made available in connection with Customer's or any Authorized User's use of AI Features ("AI Outputs"), including with respect to accuracy, quality, or truthfulness. AI Outputs should be used at Customer's own risk. Due to the nature of AI Features generally, Customer acknowledges that: (a) the same input may result in different AI Outputs from one use to the next; (b) AI Outputs may be similar to outputs generated by other Edrak customers; and (c) AI Outputs may not be accurate, reliable, or suitable for Customer's specific requirements. Before relying on any AI Output, Customer and its Authorized Users are responsible for making their own determination that the AI Output is suitable for the intended purpose, and Customer is solely responsible for any reliance on the accuracy, completeness, or usefulness of any AI Output. Neither Customer nor any Authorized User may represent that any AI Output was human-generated.

"Confidential Information" of a Party (the "Disclosing Party") means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the "Receiving Party") or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances of its disclosure. Services Information is Edrak's Confidential Information and Customer Information is Customer's Confidential Information under this MSA.

The Receiving Party agrees to keep Confidential Information in confidence using the same degree of care it uses to protect its own Confidential Information (but in no event less than reasonable care). Except as expressly permitted in this MSA, the Receiving Party will not disclose, duplicate, publish, transfer, or otherwise make available Confidential Information to any person or entity without the Disclosing Party's prior written consent; provided that the Receiving Party may disclose Confidential Information to its and its affiliates' employees and contractors who have a legitimate need to know and who are bound by obligations of confidentiality and non-use at least as protective as those in this Section 5. The Receiving Party will not use the Disclosing Party's Confidential Information except to perform its obligations or exercise its rights under this MSA.

The Receiving Party may disclose Confidential Information to the extent required by law or by order of a court or competent regulatory authority, provided that the Receiving Party (a) gives the Disclosing Party prior written notice (where not legally prohibited), (b) uses diligent efforts to limit disclosure and obtain confidential treatment, and (c) allows the Disclosing Party to participate in the proceeding to the extent permissible. Confidential Information does not include information that: (i) is or becomes generally known to the public without the Receiving Party's breach; (ii) was independently developed by the Receiving Party without breach; or (iii) is received from a third party who obtained it without any breach of any obligation owed to the Disclosing Party.

The Parties acknowledge that monetary damages may be inadequate for a breach of this Section 5 and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available, without the necessity of posting bond.

Edrak will implement and maintain appropriate administrative, physical, and technical safeguards during the Service Period to protect the security, confidentiality, and integrity of Customer Information, as described in Edrak's Information Security Addendum available at edrak.com/security (the "Security Addendum"). Edrak's security controls are designed to align with relevant frameworks applicable to enterprise customers in the Kingdom of Saudi Arabia, including the Personal Data Protection Law (PDPL), the National Cybersecurity Authority Essential Cybersecurity Controls (NCA ECC), and SAMA Cyber Security Framework expectations, as further described in the Security Addendum.

The Data Processing Agreement available at edrak.com/dpa (the "DPA") is hereby incorporated by reference and shall govern the data-processing activities carried out as part of the Services.

In the event of a confirmed security incident affecting Customer Information, Edrak will notify Customer's nominated administrator within twenty-four (24) hours of confirmation, in accordance with the SLA and the Security Addendum.

7.1 Authority

Each Party represents that it has validly entered into this MSA and has the legal power to do so.

7.2 Limited Warranty

Edrak warrants that during the Service Period, the Services will perform materially in accordance with the documentation made available to Customer by Edrak. This warranty does not extend to any non-conformity resulting from Customer's use of the Services in violation of this MSA or otherwise not in accordance with the documentation. For any breach of this warranty, Customer's exclusive remedy is termination in accordance with Section 3.2 (Termination for Cause) and the corresponding pro-rata refund.

7.3 Disclaimers

EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 7, THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, AI OUTPUTS, SERVICES INFORMATION, AND ANY OTHER INFORMATION OR ADVICE OBTAINED BY CUSTOMER THROUGH THE SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. EDRAK EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE PARTIES FURTHER AGREE THAT EDRAK WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR CUSTOMER'S OWN COMPLIANCE PROGRAMS, REGULATORY OBLIGATIONS, OR INTERNAL CONTROLS, AND THAT THE SERVICES ARE TOOLS FOR ASSISTING CUSTOMER IN MEETING SUCH OBLIGATIONS, FOR WHICH CUSTOMER REMAINS SOLELY RESPONSIBLE.

8.1 Indemnification by Edrak

Edrak will indemnify and hold Customer harmless from any Losses (defined below) arising out of an unaffiliated third party's claim ("Claim") that the Services infringe or misappropriate such third party's Intellectual Property Rights. Edrak will, at its sole expense, defend such Claim and pay liabilities and expenses awarded to such third party by a court of competent jurisdiction or agreed in a settlement (collectively, "Losses"). If use of the Services by Customer has become, or in Edrak's opinion is likely to become, the subject of such a Claim, Edrak may, at its option and expense: (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services to make them non-infringing; or (iii) if (i) or (ii) are not commercially reasonable, terminate this MSA and refund, on a pro-rata basis, any Fees previously paid for the unused portion of the then-current Service Period.

Edrak will have no liability under this Section with respect to any Claim caused in whole or in part by: (a) any use of the Services in non-conformity with the documentation or in violation of this MSA; (b) modification of the Services by anyone other than Edrak; or (c) the combination, operation, or use of the Services with other hardware or software where the Services would not otherwise be infringing. The provisions of this Section state Edrak's sole and exclusive liability, and Customer's sole remedy, with respect to any infringement Claim.

8.2 Indemnification by Customer

Customer will indemnify and hold Edrak harmless from any Losses arising out of a Claim related to Customer Information, including any Claim that Customer Information infringes any third party's Intellectual Property Rights, or that the use, processing, or transmission of Customer Information through the Services violates any applicable law or third-party right. Customer will, at its sole expense, defend Edrak against such Claim and pay any Losses in connection therewith.

8.3 Indemnification Procedure

The obligations of the indemnifying Party in this Section 8 are conditioned upon the indemnified Party: (i) promptly notifying the indemnifying Party of the threat or notice of such Claim (provided that a failure to provide such notice shall only relieve the indemnifying Party of its indemnity obligations to the extent it is materially prejudiced by such failure); (ii) giving the indemnifying Party sole and exclusive control and authority to select defense attorneys and to defend or settle the Claim (provided that the indemnifying Party may not settle any Claim that imposes liability or admission of liability on the indemnified Party without its prior written consent, which shall not be unreasonably withheld); and (iii) cooperating with the indemnifying Party, at the indemnifying Party's expense, in connection with the defense and settlement.

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (I.E., DATA LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMER'S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF EDRAK), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF, OR COULD HAVE FORESEEN, SUCH DAMAGES.

9.2 EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM (THE "LIABILITY CAP").

9.3 NOTWITHSTANDING SECTIONS 9.1 AND 9.2, NOTHING IN THIS MSA WILL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR: (I) GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT; (II) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8; (III) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 2; (IV) CUSTOMER'S VIOLATION OF SECTION 4.5 (PROHIBITED USES); OR (V) ANY OTHER MATTER FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9.4 CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND TO LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF EDRAK WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. EDRAK HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES.

10.1 Entire Agreement; Order of Precedence

This MSA, the DPA, the Security Addendum, the SLA, and any active Order Forms constitute the entire agreement between Edrak and Customer regarding the subject matter hereof, and supersede all prior agreements. In the event of any inconsistency between this MSA and an Order Form, the terms of the Order Form control. No terms or conditions stated in any Customer purchase order, vendor onboarding portal, or other Customer order documentation (excluding Order Forms executed by Edrak) shall be incorporated into, or considered an amendment of, this MSA, and all such terms are deemed null and void notwithstanding any language to the contrary, whether issued before or after this MSA.

10.2 Assignment

Neither Party may assign this MSA without the prior written consent of the other Party, except that either Party may, without such consent, assign this MSA to an affiliate or in connection with any merger, change of control, or sale of all or substantially all of its assets, provided that (a) the other Party is given written notice of such assignment and (b) the successor agrees in writing to be bound by this MSA. Subject to the foregoing, this MSA will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

10.3 Severability

If any provision of this MSA is held by a court or competent authority to be unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable while preserving its original intent, and the remaining provisions of this MSA will remain in full force and effect.

10.4 Relationship of the Parties

The Parties are independent contractors. This MSA does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries under this MSA except as expressly stated herein.

10.5 Notices

All notices to Customer under this MSA may be delivered in writing (a) by internationally recognized courier or registered mail to the contact address provided by Customer on the Order Form, or (b) by email to the email address provided for Customer's account owner. Notices to Edrak must be delivered in writing by courier or registered mail to Edrak Technologies Inc., Riyadh, Kingdom of Saudi Arabia, marked for the attention of the Legal Department, and by email to legal@edrak.com. Notices delivered by email are deemed given upon delivery; notices delivered by courier or mail are deemed given upon the earlier of receipt or two (2) business days after deposit.

10.6 Governing Law; Jurisdiction; Venue

This MSA is governed by and shall be construed in accordance with the laws of the Kingdom of Saudi Arabia, without reference to its conflict-of-laws principles. Any dispute arising out of or relating to this MSA shall be submitted to the exclusive jurisdiction of the competent courts of Riyadh, Kingdom of Saudi Arabia, and the Parties hereby consent to the personal jurisdiction and venue of such courts.

10.7 Export Compliance and Sanctions

The Services and any software or components Edrak provides to Customer may be subject to export-control and economic-sanctions laws of the Kingdom of Saudi Arabia, the United States, and other applicable jurisdictions. Customer will not access or use the Services in any jurisdiction in which the provision of the Services is prohibited under applicable law (a "Prohibited Jurisdiction"), and will not provide access to the Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it is not named on any government list of persons or entities prohibited from receiving exports or transacting with persons of any Party's jurisdiction; (b) it is not a national of, or registered in, any Prohibited Jurisdiction; (c) it will not permit any individuals under its control to access or use the Services in violation of any applicable export embargo, prohibition, or restriction; and (d) it will comply with all applicable laws regarding the transmission of technical data.

10.8 Anti-Corruption

Customer represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Edrak employee or agent in connection with this MSA. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the foregoing. If Customer learns of any violation of this restriction, Customer will use reasonable efforts to promptly notify Edrak.

10.9 Publicity and Marketing

Edrak may use Customer's name, logo, and trademarks to identify Customer as a customer of Edrak on Edrak's website and other marketing materials. Customer may opt out of this use at any time by providing written notice to legal@edrak.com, in which case Edrak will remove Customer's name and logo from such materials within a reasonable period.

10.10 Amendments

No modification or amendment of this MSA shall be valid unless made in writing and signed by authorized representatives of both Parties. Edrak may, however, update this MSA from time to time by posting a revised version at edrak.com/terms; any such update will apply only to Order Forms executed on or after the effective date of the revised version, and will not retroactively modify the MSA applicable to any then-active Order Form.

10.11 Third-Party Products and Services

10.11.1 Third-Party Products. Customer may enable integrations between the Services and third-party products, applications, or services (collectively, "Third-Party Products"), including underlying model providers. Customer's use of any Third-Party Product is subject to the privacy policies and terms of the relevant third party. Edrak makes no representations, warranties, or covenants regarding any Third-Party Product, and Customer waives any claim against Edrak with respect to its enablement of, access to, or use of any Third-Party Product in connection with the Services.

10.11.2 Third-Party Services. Where an Order Form or separate engagement contemplates Customer obtaining services performed by independent third parties (for example, custom integrations or specialist deployment partners), such services are performed by the third party and not by Edrak. Customer may be required to enter into a separate agreement with such third party. Edrak is not a party to such separate agreement and bears no responsibility for the quality, accuracy, or completeness of those services.

10.12 Force Majeure

Except for Customer's payment obligations, neither Party will be liable for, or considered in breach or default under this MSA or any Order Form, as a result of any cause or condition beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, internet or telecommunications failures, or pandemic.

10.13 Waiver

Neither Party's failure to enforce, at any time, any provision of this MSA constitutes a waiver of that provision or of any other provision of this MSA.

10.14 Counterparts and Electronic Signatures

Order Forms may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. The Parties agree that signatures delivered by electronic means (including DocuSign, scanned PDF, or similar) shall have the same legal effect as original signatures.

10.15 Language

This MSA is executed in the English language. If this MSA is translated into Arabic or any other language for convenience, the English version shall prevail in the event of any inconsistency, except where applicable law of the Kingdom of Saudi Arabia requires otherwise.