“Terms and Conditions” was last updated on April 9, 2021.
This Agreement (the “Agreement”) is made by and between:
Ureed, the Service Provider and Customer shall, where appropriate, be severally referred to as “Party”, and jointly as “Parties”.
The Service Provider and Customer shall, where appropriate, be jointly referred to as “Users”.
1.2 By accepting the terms and conditions of this Agreement, you agree:
2.1 In this Agreement, the following words and expressions shall have the meanings indicated below unless the context requires otherwise.
“Account” means the user account you open when you register to become a User of the Platform.
“Confidential Information” means any and all information in whatever form or medium, disclosed orally or in writing or whether eye readable, machine readable or in any other form including, without limitation, commercial and financial information, the methods of operation and the various applications thereof, processes, formulae, plans, strategies, data, know-how, designs, photographs, drawings, specifications, technical literature and any other material made available by the Disclosing Party, in connection with the Proposed Transaction (and any information derived from such information), whether or not such information is designated as “Confidential Information” at the time of its disclosure.
Confidential Information shall not include any information that (a) is now or becomes publicly known other than by breach of this Agreement; (b) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient’s knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient; (c) is information independently developed by the Recipient that in no way derives from the Confidential Information; (d) is discovered or created by the Receiving Party before disclosure by Disclosing Party; or (e) in accordance with clause 17.4.
“Customer” means the company or individual engaging the Services of the Service Provider through the Platform.
“Disclosing Party” has the meaning ascribed to it in clause 17.1.
“Dispute” has the meaning ascribed in clause 20.4.
“Milestone Dispute Resolution Process” means the process to be followed in accordance with the terms of clause 10.
“Milestone Payments” means the option provided by the Platform to the Customers to make controlled payments with respect to a Service, in accordance with the terms of this Agreement.
“Platform” means the online platform Ureed (www.ureed.com) wherein various translation or other translation-related services such as text editing (revision and review), copyrighting, creative writing, transcription, localization, adaptation, interpretation, design, proofreading, transcreation and content creation services, are marketed and offered using electronic medium.
“Premium Project” means a Customer project that is run by an Ureed project manager, who will utilize the platform to find service providers on behalf of the Customer by inviting Service Providers to submit bids.
“Payment Provider(s)” means parties offering services for accepting or making electronic payments by a variety of payment methods including credit card, bank-based payments such as direct debit, bank transfer, and real-time bank transfer based on online banking.
“Recipient’ has the meaning ascribed to it in clause 17.1.
“Rules” means the Rules of Arbitration of the Dubai International Arbitration Centre.
“Services” means translation, text editing (revision and review), copyrighting, creative writing, transcription, localization, adaptation, interpretation, design, proofreading, transcreation and content creation services and similar services to be provided through the Platform.
“Service Provider” means a company/individual engaged in the business of providing the Services through the Platform.
“Ureed Project Manager” means a representative of Ureed, having powers to coordinate the Service-provision on the Platform, and authority to communicate with Customers and Service Providers for posting projects and inviting relevant parties to bid.
2.2 In this Agreement, unless otherwise specified, reference to:
2.3 The headings in this Agreement are for information only and are to be ignored in construing the same.
3.1 You must create an Account to use the Platform for requesting, receiving, offering and delivering the Services, and are responsible for the information that you provide to create the Account, the security of its passwords, and for any use of the Account.
If you become aware of any unauthorized use of your password, or Account, you shall notify us as promptly as possible.
Ureed has no obligation to provide you with multiple accounts.
3.2 Ureed may, upon the creation of your Account and thereafter from time to time request Users to provide documents, evidence and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations. You authorize us to retain certain information about you, and to obtain from certain third parties selected by us, including consumer credit bureaus and other consumer reporting agencies, information about you, to use in connection with the Platform use. You authorize us to use and retain this information in accordance with our policies and regulations. Users solely are responsible for assessing and verifying the identity and trustworthiness of the source and content of any third party communications. We are not responsible for verifying, and make no representations or warranty regarding any third party communications on the Platform and you release us from any liability for any third party communications you may receive or any actions you may take or refrain from taking as a result of any third party communication you receive on the Platform.
3.3 We may close, suspend or limit your access to your Account. Without limiting the foregoing, we may close, suspend or limit your access to your Account:
3.4 If we close your Account due to your breach of this Agreement, you may also become liable for certain fees as described in this Agreement.
3.5 Ureed, in its sole discretion, has the right to suspend or terminate your Account and refuse any and all current or future use of the Platform for any reason at any time. Such termination will result in the deactivation or deletion of your Account and your access to your Account, and the forfeiture and relinquishment of all content in your Account. Ureed reserves the right to refuse service to anyone for any reason at any time.
3.6 Users expressly authorize Ureed to use their trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed by them for the purpose of reproduction on the Platform, the Users’ Accounts and at such other places as Ureed may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos. In using the Platform, Users undertake to adhere to the terms of the Proprietary Rights and Copyright Infringement Policy.
4.1 The Users agree that Ureed is acting as a facilitator and introducer only. In no event shall Ureed be responsible for any actions taken by either the Customer or the Service Provider. Ureed hereby disclaims any liability for any breach of this Agreement by either the Customer or the Service Provider, or for any other actions or omissions by either the Customer or the Service Provider.
4.2 Ureed is not liable to Customer for Services performed and/or delivered to it by the Service Provider. Customer agrees and acknowledges that Ureed shall not be liable, under any circumstances, to any other party, including Customer, for direct, indirect, incidental, consequential, special or exemplary damages arising from or concerning any Service(s), whether or not Customer has been advised of the possibility of such damages.
4.3 The Customer and the Service Provider agree that they shall immediately notify Ureed of any change in their relationship. In particular, the Customer and the Service Provider shall inform Ureed of any work conducted by the Service Provider for the Customer beyond the scope or term of this Agreement, whether carried out under a consultancy agreement, employment agreement, or otherwise.
4.4 Ureed will endeavour to ensure that its Platform is available 24 hours a day, however it will not be liable if, for any reason, the site is unavailable at any time or for any period. Access to the Platform may be suspended temporarily and without notice in circumstances of system failure, maintenance or repair or for reasons beyond the control of Ureed. The Ureed Platform may contain links to other websites outside of our control; We are not responsible for the content of these sites. Ureed gives no guarantee that these links will work all of the time and it exercises no control over the availability of the linked sites. Likewise, references and links to any such websites must not be taken as an endorsement by Ureed of opinions expressed on those sites or services provided by those sites. We take no responsibility for the privacy policies of any linked websites.
4.5 Ureed may: (i) make new applications, tools, features or functionality available from time to time through the Platform and (ii) add new options for the use of the Platform from time to time, the use of which may be contingent upon Users’s agreement to additional terms.
4.6 Ureed may make commercially reasonable updates to the Platform from time to time. If Ureed makes a material change to the Platform, Ureed will inform Users, provided that Users have subscribed with Ureed to be informed about such change.
4.7 Ureed may discontinue the provision of the Platform or any portion or feature for any reason at any time without liability to the Users.
4.8 Ureed will announce if it intends to discontinue or make backwards incompatible changes to the Platform, at any time without liability to the Users.
4.9 Ureed is permitting the Users to market their services and request bids for services through the Platform. It is expressly agreed by Users that Ureed shall under no circumstances be liable or responsible for any loss, injury or damage to Users or any other party whomsoever, arising on account of any transaction under this Agreement, undertaken through the Platform, or as a result of the Users providing services being in any way defective, or infringing/ violating any laws/ regulations/ intellectual property rights of any third party. You agree and acknowledge that you shall be solely liable for any claims, damages, allegation arising out of services offered and/or performed and/or requested and/or received through the Platform (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold Ureed harmless and indemnified against all such claims and damages. Further Ureed shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by Users or any of its representatives.
4.10 Ureed under no circumstances will be liable to You for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if You have been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business.
5.1 Users agree and acknowledge that Ureed, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the Platform by the Users without any prior notice to Ureed in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of the Platform. In such an event, Ureed reserves the right to forthwith remove/close the Account of the Users without any prior notice or liability to the Users whatsoever.
5.3 At any time if Ureed believes that the Users’ use of the Platform or the services offered by Users are in contravention of the terms and provisions of this Agreement, the terms and conditions of use of Platform, or any applicable law, Ureed shall have the right either at its sole discretion or upon the receipt of a request from the legal / statutory authorities or a court order to discontinue/terminate this Agreement, and remove/block/close the Account of the Users and furnish such details about Users upon a request received from the legal/ statutory authorities or under a court order.
6.1 Users must have an Account to use the Platform for offering and delivering the Services. If Users becomes aware of any unauthorized use of its password, or its Account, Users will notify Ureed as promptly as possible.
6.2 Requests of bids by Users and offers for the provisions of Services shall be effected using the Platform.
6.3 Upon being selected by a Customer for the performance of their Services, Service Providers shall arrange to perform and deliver the services to the requirements, specifications and prices agreed upon with the Customer within the requested time.
6.4 Service Providers agrees to revise and amend the non-satisfactory services supplied to the Customer at their own cost and shall not hold Ureed responsible in any manner whatsoever.
6.5 As a User of the Platform, You will be responsible for all content that you download, use, post, share, or upload. Users of the Platform must also comply with all applicable local, national, and international laws. Ureed is not and shall not be responsible for user content and you should not download, use, post, share, or upload any content that may cause harm, offence, damage to others, or constitute an infringement of third party intellectual property rights or prohibited use of the Platform, as defined below.
6.6 Platform Users agree that when using the Platform, Users will not engage in or attempt to engage in any of the following practices, which constitute prohibited use of the Platform:
6.7 Information, opinions, statements and content on the Platform are provided for information purposes only and are not legal, financial, taxation, technical or expert advice. They must not be relied on by a User without first obtaining independent advice. Ureed does not represent, warrant or guarantee that:
6.8 Service Providers may voluntarily, or where applicable, may be requested by the Customers to sit a level exam, provided through the Platform, to assess their professional translation skills and assist the Customer in determining whether the Service Provider is able to produce a translation that is professionally usable and intelligible in the specified context and provided in a style, and wording that match comparable documents written in the target language.
6.9 You understand that, except for information, products or services clearly identified as being supplied by Ureed, the Platform does not operate, control or endorse any information, products or services on the Platform in any way. You also understand that Ureed cannot and does not guarantee or warrant that files available for downloading through the Platform will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Platform for the reconstruction of any lost data. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, and other information provided through the Platform.
6.10 By creating an Account on the Platform, each Service Provider warrants, represents and guarantees to Ureed that they have obtained all required licensing, permits and authorizations required of them under applicable laws and legislation for the provision of their services through the Platform. On-board freelance Service Providers further represent and warrant that they are based outside the United Arab Emirates (and will provide necessary document proof if requested for). Each Service Provider hereby agrees to indemnify and hold Ureed harmless from any damages, losses, expenses or sanctions that it may incur or become subject to as a result of the Service Provider’s breach of said warranty, representation and guarantee. Service Providers recognize that among other remedies available to Ureed, Ureed shall have the right to immediately suspend and/or terminate the Accounts of Service Providers found in breach of this clause 6.10.
6.11 Users agrees to indemnify and keep indemnified Ureed from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against Ureed due to acts/omission on the part of Users pertaining to the prohibited uses of the Platform.
7.1 Subject to applicable fee arrangements, Customers may select to subscribe to the Premium Project service provided by Ureed, where the Ureed Project Manager will invite select Service Providers to bid for a Customer project, on behalf of the Customer. Upon receiving multiple bids, the Ureed Project Manager will communicate the anticipated project cost to the Customer and request the customer to make enough payment to cover relevant expenses.
7.2 Users are informed that Project Managers will communicate with them through special Platform messages reserved for Project Managers, and will never request confidential information such as account numbers, passwords, or personal information. Should you have doubts or suspicions regarding messages received, please feel free to contact us for reporting the same by/through email@example.com.
7.3 Users are informed that the Ureed Project Manager will exercise judgement and best industry practices to facilitate and endeavor that the Customer receives the project deliverables up to the requested standard, however, Customers understand that use of the Premium Project service does not, in any way, indicate that we recommend or endorse any Service Provider or make any representation as to their skills or Services. For the avoidance of doubt, the main role of the Ureed Project Manager in the Premium Project service is facilitating and coordinating the provisions of the Services by the selected Service Providers and providing Customers with the deliverables submitted by the Service Providers “as is”, whereby Ureed does not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the Services, and Ureed shall not be liable for any cost or damage arising either directly or indirectly from any such transaction. Customers fully relieve and forever release Ureed from any and all liabilities and understand that opting for a Premium Project is a commercial decision taken at the sole discretion of the Customer, whereby it assumes total responsibility and risk for its use of the service. Where it is not possible to exclude liability under applicable law, you agree that Ureed’s maximum liability for any corresponding claim shall be limited to an amount of 100 USD [.]
7.4 Users agree that any failure to reply to the “Request for payment authorization” and “General Request for Confirmation” messages within 14 days authorizes the Ureed Project Manager to move forward with the project without any liability by Ureed, as responses to these messages is for coordination purposes only.
8.1 By using the Platform and posting a request for bids, Customers agree to use Ureed to make all payments to the Service Providers whom Customers select through the Platform. By using the Platform and responding to a request for bids, Service Providers agree to use Ureed to receive all payments from Customers who identify the Service Providers or whom Service Providers identify on the Platform. Users acknowledge that Ureed earns its fees through transactions that take place on the Platform. The fees paid to by the Customer shall be subject to VAT, as applicable. Customers agree not to take any action directly or indirectly to circumvent these fees. If a Service Provider solicits payment from Customers outside the Platform, Customers agree to notify Ureed immediately and Service Providers also agree to notify Ureed immediately if a Customer seeks to pay them outside the Platform.
8.2 Your use of Ureed constitutes your agreement to pay for any amounts that you authorize us to charge against your Account and, as appropriate, your credit card, bank account, or Payment Provider(s) available on the Platform. Such payments, once authorized, are final. You further authorize Ureed to offset balances of Customers and Service Providers as deemed necessary, including, but not limited to deducting exchange fee variations, deducting costs related to Premium Projects, refunds, unsettled balances, and adjustments resulting from dispute resolutions that have been accepted by the Users.
8.3 Ureed reserves the right to seek reimbursement from you, and you will reimburse Ureed, if Ureed discovers erroneous or duplicate transactions, or Ureed receives a charge back from any Customer’s credit card company, bank, or Payment Provider(s) for any reason. You agree that Ureed has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account, which shall not prejudice our right to claim payment due by any method provided for under this Agreement or by law. In the event of suspicious payment activity, illegal, or fraudulent actions, Ureed reserves the right to temporarily or permanently suspend payment via your credit card and/or contact you, your bank or any other relevant third party to report such unusual activity and/or obtain additional information, or hold/freeze any fund in case of suspicion arising of illegal source of money without any liability to you by Ureed.
8.4 The payment service operates in U.S. Dollars and therefore Ureed is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than U.S. Dollars, nor is Ureed responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account. Payments made to Ureed in currency other than U.S. Dollars may take up to eight weeks to process, depending on relationships among the banking and payment systems between the two countries. Consequently, balance adjustments may be delayed. Any amounts due to Ureed shall be net of any taxes, interest, bank or intermediary commissions, fees or other charges and levies.
8.5 If, for any reason, Ureed does not receive payment for any amounts that you have authorized to be paid for Ureed services, you agree to pay such amount immediately upon demand by Ureed. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by Ureed in collecting from you the authorized but unpaid amount. In such case, Ureed may, at its option, stop processing any further payments made by you and apply any amounts then held by Ureed on your behalf toward any deficiencies, losses or costs that we have incurred as a result of your use of the provided payment service or other Ureed services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
8.6 Payment to Ureed:
8.7 Ureed, and as part of its internal procedures, will be reconciling all balances as per set schedules, which are to be treated as part and parcel of this Agreement, on quarterly bases, during which time it shall endeavor to apply corrections to balances, seek reimbursements, refunds and other measures it deems appropriate.
8.8 Ureed reserves the right and is within its full discretion to determine the method by which a client (employer) refund request is processed. Ureed will credit the client’s virtual wallet only. No refunds will be granted to banks, credit cards, PayPal, or any other institution.
9.1 The Platform will provide Customers with the option to make controlled payments with respect to a Service through Milestone Payments.
9.2 Subject to their agreements with the Service Provider, the Customer can make a Milestone Payment, which will be locked from the Customer’s Account and cannot be claimed by the Service Provider until:
9.3 If a Customer does not approve of the Service Provider’s work product, the parties may elect to resolve the issue under the Dispute Resolution Process.
9.4 If we have not received any instructions from a Customer in respect of a Milestone Payment within 10 working days after the day that the Milestone Payment was paid and the Customer has not logged into their Account during that time, the Milestone Payment will be unlocked and released back to the Customer.
10.1 Ureed offers the Milestone Dispute Resolution Services to Users who have elected to use the Milestone Payment feature. You agree and acknowledge that: (i) Ureed is not providing legal services; (ii) Ureed will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. You will not rely on Ureed for any such counsel.
10.2 In the event of a dispute between a Customer and a Service Provider regarding a return or release of Milestone Payments, either Customer or Service Provider may elect to use the Milestone Dispute Resolution Services offered by Ureed as set out in the Milestone Disputes Policy. The Customer and/or the Service Provider will notify Ureed that they wish the matter to be addressed through the Milestone Dispute Resolution Services.
10.3 You agree to indemnify and (to the maximum extent permitted by law) hold Ureed and any of our affiliates harmless against any damages or liability you may suffer as a result of using the Milestone Payments and/or Milestone Dispute Resolution Services.
11.1 You may have funds in your Account if you have prepaid for fees or charges or for services to be provided to you via the Platform. If you are a Service Provider, you may have funds if you have successfully completed a Service, and funds have been released to you. There are also circumstances where funds will have been credited to your Account in relation to an affiliate program or a referral program.
11.2 Funds in your Account are held by us in our operating accounts held with reputable financial institutions. Funds in your Account are not held separately by us and may be commingled with our general operating funds and funds of other User’s Accounts. You agree that you will not receive interest or other earnings on the funds that Ureed places in commingled accounts for your benefit. In consideration for your use of the Ureed Platform, you irrevocably transfer and assign to Ureed any ownership right that you may have in any interest that may accrue on funds held in commingled accounts. This assignment applies only to interest earned on your funds, and nothing in this Agreement grants Ureed any ownership right to the principal of the funds you maintain with Ureed. In addition to or instead of earning interest on commingled accounts, Ureed may receive a reduction in fees or expense charged for banking services by the banks that hold your funds.
11.3 If your Account has a balance, but has had no activity for at least six (6) consecutive months, your Account will be placed on “Inactive” status. Ureed will notify you that your Account is Inactive by sending an email to your registered email address and give you the option of keeping your Account open and maintaining the balance or withdrawing the balance. If, within thirty (30) days of such notice, your Account has no activity, Ureed will automatically deduct the entire balance of your Account.
11.4 If your Account has a negative amount of funds, we may:
In the event that we offset a negative amount of funds pursuant to this section, it may be bundled with another debit coming out of your Account.
11.5 Ureed reserves the right to collect any funds owed to us by any other legal means.
11.6 You acknowledge and agree that:
12.1 By using the Platform, Users agree to be bound by the Ureed Code of Conduct, whose terms form an integral and binding part of this Agreement and are read and construed with it as one.
12.2 Ureed’s Code of Conduct applies to all the services offered by Ureed, including, but not limited to, the Milestone Dispute Resolution Services. It is agreed by you that you will make every endeavor at fair play and post reasonable and fair demands/offers on your dispute.
12.3 A User found to be in breach of the Code of Conduct during the Milestone Dispute Resolution Service process may automatically lose the dispute in favor of the other party involved, regardless of the origin of the dispute. The User who breached the Code of Conduct may also incur further disciplinary action, in addition to any other actions and remedies which we can take against it under the terms of this Agreement. For more information, read the Code of Conduct.
13.1 Without limiting our other remedies, to the extent you have breached this Agreement, you must pay us all fees owed to us and reimburse us for all losses and costs (including any and all of our employee time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
13.2 You acknowledge and agree that: (1) the damages that we will sustain as a result of your breach of this Agreement will be substantial and will potentially include (without limitation) fines and other related expenses imposed on us by our payment processors and Users and that those damages may be extremely difficult and impracticable to ascertain; (2) if you breach this Agreement, we may fine you up to US$3,000 for each breach and/or we may take legal action against you to recover losses that are in excess of the fine amount; (3) a fine of up to US$3,000 is a presently reasonable pre-estimate or minimum estimate of our damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to us that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult; and (4) we may release the entire (or part of the) amount of the fine from your Account to us.
13.3 If we close your Account for a reason other than as a result of your breach of this Agreement, unless as otherwise specified in this Agreement, you will be entitled to receive any payment due from us to you.
13.4 In the event that we close your Account, you will have no claim whatsoever against us in respect of any such suspension or termination of your Account.
13.5 We reserve the right, but do not assume the obligation, to investigate any violation of the terms of this Agreement. We may investigate violations and may remove, disable access to, or modify any content that violates this Agreement. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate User information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of these Terms.
14.1 Your Account may be terminated by Ureed in the event:
14.2 Your Account may be suspended, cancelled, or terminated for convenienceby Ureed after serving you a written notice of 30 days. The Account will be suspended or terminated by Ureed and this Agreement shall, in its respect, automatically stand terminated after expiry of such period, without the need for a court order or notarized notices or otherwise. Ureed shall remove links to your Account and shall withdraw your access to the other Users with immediate effect subject to completion of any ongoing bids submitted or services being performed to other User(s). In such events:
14.3 Ureed shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by you or other Users by virtue of suspension or termination of your/their Accounts.
15.1 The Users indemnify and shall hold indemnified Ureed, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Services, the breach of any of any warranties, representations or undertakings provided by the other Users or in relation to the non-fulfillment of any of their obligations or arising out of the other Users’ infringing any applicable laws, regulations including but not limited to intellectual property rights, Income Tax, Service tax, Value Added tax, and other relevant legislations.
16. Limitation of Liability
16.1 Ureed under no circumstances will be liable to the Users for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement and/or their use of the Platform, receipt or performance of the Services or otherwise, regardless of the type of claim and even if the Users have been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business.
17.1 The Parties agree and acknowledge that in the course of their use of the Platform and interaction through/ because of it, each party (the “Recipient”) understands that the any of the other Parties (the “Disclosing Party”) may disclose certain Confidential Information. Such disclosure shall be subject to the terms of this clause.
17.2 The Recipient undertakes the following:
17.3 The Recipient shall not without the express prior written consent of the Disclosing Party disclose any Confidential Information to any person other than to such of its Affiliates, directors, senior executives and professional advisers who are necessarily required in the course of their duties to receive and consider the same for the purposes of the Proposed Transaction (“Authorized Recipients”). The Recipient shall procure that those of its Authorized Recipients to whom Confidential Information is disclosed shall observe and adhere to the terms of this Agreement in all respects as if they were Party to it or procure that they are bound by non-disclosure agreements at least as restrictive as this Agreement. In any event, the Recipient shall be liable for breach of any of the terms of the Agreement by such persons as if it were the Recipient which had breached that term.
17.4 The Recipient may disclose Confidential Information to the minimum extent required by (a) any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; or (b) the rules of any listing authority, regulation, applicable law or stock exchange with jurisdiction over the Recipient. In such an event, the Recipient agrees that it will provide the Disclosing Party with prompt notice of such request or requirement and shall only disclose such Confidential Information to the extent required by such applicable rule, law or regulation or by the relevant government or regulatory authority or competent court.
17.5 All Confidential Information disclosed remains the property of the Disclosing Party. The Recipient (on its own behalf and on behalf of the Authorized Recipients) acknowledges and agrees that the disclosure and provision of Confidential Information under this Agreement by the Disclosing Party shall not be construed as granting any rights (whether express or implied by license or otherwise on the matters, inventions or discoveries to which such Confidential Information pertains or any copyright, trademark, or trade secret rights) upon the Recipient or the Authorized Recipients.
17.6 The Recipient (on its own behalf and on behalf of the Authorized Recipients) acknowledges and agrees that neither the Disclosing Party nor any of its officers, employees, agents or professional advisers make, or shall make, any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied to the Recipient. The Recipient shall be responsible for making its own evaluation of such Confidential Information.
17.7 The Disclosing Party shall not be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied to the Recipient or be otherwise liable to the Recipient, the Authorised Recipients or any other person in respect of any such information. Each Party represents and warrants to the other that it is a corporation duly organized and validly existing in the jurisdiction of its incorporation. Each Party represents that it has full corporate power and authority to enter into this Agreement and to do all things necessary for the performance of this Agreement. The Disclosing Party warrants that the Confidential Information has not been provided in breach of any other agreements with third parties.
17.8 In providing and receiving the Services, or in the course of negotiating the terms of the Services, the Users can, at their sole option, enter into separate non-disclosure agreements among themselves governing the same.
18.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. Ureed shall not be responsible for the acts or omissions of the Users and Users shall not represent Ureed, nor have any power or authority to speak for, represent, bind or assume any obligation on behalf of Ureed.
19.1 None of the Parties shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party’s reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
20.1 Construction of Terms. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
20.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applicable to the Emirate of Dubai.
20.3 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the Parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral. This Agreement becomes binding upon the Users’ acknowledgment that they have read and agree to its terms and conditions and undertake to be bound by the same. In the absence of an explicit acknowledgment, the Users’ use of the Platform constitutes their acceptance of and undertaking to adhere to the terms and conditions of this Agreement.
20.4 Dispute Resolution. Without prejudice to the provisions of clause 10, if a dispute of any kind whatsoever arises between the Parties in connection with, or arising out of, this Agreement (which shall include any dispute with respect to any notice, decision, determination, instruction, approval or consent (or any lack thereof) or certificate of, or any exercise of authority or discretion (or failure to exercise any such authority or discretion)) by, as the case may be, the Parties, whether during, before or after termination of this Agreement (“Dispute”), any Party may notify the other Party of the existence of such Dispute, and the Parties shall use their best efforts to settle amicably such Dispute. To that end, if the parties are not able to resolve the Dispute amicably within a period of thirty (30) days from the date on which either Party notifies the other Party of the existence of the Dispute, then after such thirty (30) day period the Dispute may be referred to arbitration in accordance with the following terms:
20.5 Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.
20.6 Modification. Ureed may make changes to this Agreement. Unless otherwise noted by Ureed, material changes to the Agreement will become effective 30 days after they are posted, except if the changes apply to new functionality in which case they will be effective immediately. Unless explicitly stated otherwise, any new features that augment, enhance or otherwise change shall be subject to this Agreement.
20.7 Assignment. Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractable or conveyable by the Users, either by operation of law or otherwise, without the express, prior, written consent of Ureed signed by an authorized representative of such Party. Ureed is at liberty to refuse such consent.
20.8 Contact firstname.lastname@example.org for any further information.