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180973_CNTXT_CI_Brandmark_FA_LB_20230115-04-Colour-1

Master Subscription Agreement

 


This Master Subscription Agreement, its Annexes and Schedules (collectively referred to as the "MSA") entered into between Middle East Cloud and Digital Transformation Company Limited, organized under the laws of Kingdom of Saudi Arabia, commercial registration number 1010796728 (“CNTXT”) and the Customer, organized under the laws of the Kingdom of Saudi Arabia, the “Customer” . 


  • GRANT AND USE

  • License grant to Subscription Items

  1. CNTXT hereby grants to the Customer on the terms and conditions set out in this Subscription Agreement a non-exclusive, payable, non-sublicensable, non-transferable license to use the Subscription Items identified in an executed subscription Agreement within the Territory only during the relevant Subscription Period in accordance with the usage metrics and usage limits identified within the Subscription Agreement.
  2. The Customer shall use Google credentials to onboard and utilize GCP services. . The Customer is responsible for managing access to its credentials and for all activity conducted under its user and administrator accounts, whether conducted by the Customer or a third party, unless such third party has accessed such an account via intrusion into CNTXT’s systems without use of the Customer’s credentials. If such activity is not due to intrusion via CNTXT’s systems and were to result in the Customer      having to pay additional charges (through increased consumption, for example), the Customer is responsible for payment of such charges. 
  3. If the Customer has reason to believe that its credentials have been compromised or disclosed to any unauthorized third party it shall notify CNTXT immediately and shall change passwords and other authentication methods for the compromised accounts.

  • Use restrictions

  1. The Customer's use of the Subscription Items shall be restricted to:
  1. The Customer's Normal Business Activities and individual customers activities that align with relevant laws within the Territory; 
  2. the Customer's own internal business use only, which for the sake of clarity shall not include access or use by any other than the legal entity identified as the Customer, except for its service providers’ access and use on the terms herein and solely for their provision of services to the Customer. The Customer remains liable for its service providers’ acts and omissions as for its own; and
  3. the additional limitations included in the Product Specific Terms as applicable to each Subscription Item.
  1. The Subscription Agreement shall not grant the Customer any right or license to the Subscription Items, or any other IPR or property of CNTXT or its third-party licensors, and no license or other rights shall be created by implication or estoppel. In particular, but without limiting the generality of the foregoing, no right or license in or access to source code to the Subscription Items is granted hereunder.
  2. The Customer shall not itself and shall not permit any others to (except to the extent such restriction is expressly prohibited by Applicable Law):
  1. sublicense or transfer the rights granted to it under the Subscription Agreement;
  2. copy, modify, alter, adapt, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code, underlying ideas, algorithms, file formats or internal APIs of or in the Subscription Items, in any way; 
  3. prepare any derivative works of the Subscription Items, or reproduce, distribute, lease, supply, sell, or resell the Subscription Items in any manner or for any purpose;
  4. create multiple applications, accounts, or projects to simulate or act as a single application, account, or project (respectively) or otherwise access the Subscription Items in a manner intended to avoid incurring Subscription Fees;
  5.     unless otherwise stated in the Product Specific Terms, use the Subscription Items to operate or enable any telecommunications service or in connection with any application that allows Customer’s End Users to place calls or to receive calls from any public switched telephone network; or
  6. access or use the Subscription Items: (i) to create, transmit, process or store any Customer Data that is unlawful or subject to international restrictions (such as the International Traffic in Arms Regulations maintained by the Department of State); (ii) on behalf of or for the benefit of any entity or person who is legally prohibited from using the Subscription Items; or (iii) to transmit, store, or process any protected categories of data which should not be processed by the Subscription Items (or Protected Health Information, as defined in HIPAA, unless both Parties execute a HIPAA BAA).
  1. The Customer shall not, directly or indirectly, use the Subscription Items or such information disclosed by CNTXT, or gained by the Customer from the Subscription Items to design, specify, develop, integrate, market, license, distribute, train, learn, improve, or host any competing products or services to the Subscription Items, or disclose any such information to any third party.
  2. The Customer may not use the Subscription Items for the conduct of High Risk and Unlawful Activities.

  • product and services specific terms

  • Product Specific Terms

The Customer’s Subscription to the Subscription Items and its or its End-User’s use thereof is subject to the Product Specific Terms, including the end-user terms, service-level agreements, and other terms and conditions included therein, as applicable for the individual Subscription Items.     

  • Support Services Terms

If the subscription  indicates that CNTXT shall provide Support Services to the Customer, the Support Services Terms shall apply (without prejudice to the other provisions of the Subscription Agreement) to the provision of such Support Services.

  • Customer acceptance of the terms

The Customer agrees with and shall procure its End Users to agree with the abovementioned terms, to the extent applicable, prior to the provision of the Subscription Items or the Services. The Customer understands that CNTXT will keep record of the Customer’s (or its End Users’) acceptance and that the Customer may provide Google with (i) a copy of part or all of the Subscription Agreement containing the Customer’s (or its End Users’) acceptance of such terms and conditions; and (ii) details of any online acceptance by the Customer (or its End Users) of such terms and conditions.

The Customer understands that Google may update the terms and conditions mentioned in this Section 2, provided that the updates do not:

  1. result in material degradation of the overall security of the Subscription Item(s) or Service(s);
  2. expand the scope of or remove any restrictions on Google’s processing of the Customer Data; or
  3. have a materially adverse impact on the Customer’s rights under the URL Terms.

  • FEES AND PAYMENT

  • Fees 

The Customer shall pay to CNTXT the fees for each Subscription Item in accordance with the pricing and payment terms. Unless expressly stated otherwise in the agreement , fees for Subscription Items are payable in advance in accordance with the Billing Cycle. CNTXT reserves the right to issue additional invoices to the Customer in arrears each month if the Customer’s usage of the Subscription Items or Services exceeds the licenses.     

  • Invoicing

CNTXT shall raise and submit invoices to the Customer in accordance with the Billing Cycle specified in the Order, as may be amended from time to time. All fees invoiced by CNTXT to the Customer will be immediately charged on the Customer credit card. .

If the Customers’ Google Cloud consumption has gone beyond the predefined threshold of the Customer, CNTXT shall raise a threshold invoice beside regular monthly invoices and charge it on the customer specified credit card.

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  • Invoice disputes

If the Customer disputes any part of an invoice issued by CNTXT it must inform CNTXT in writing of the reason for the dispute within four (4) calendar days of receipt of the relevant invoice and shall remain liable for paying all undisputed portions of the invoice. If the undisputed portions of the invoice remain unpaid, the Customer may be placed on credit hold and CNTXT may suspend the Customer’s access to the Customer ordering tools and the Support Services. The Parties can discuss the issue and a plan to avoid such action.

If any such dispute is raised, the Parties shall discuss the same with a view to amicably resolving the dispute within fourteen (14) calendar days. If the dispute remains unresolved then either Party may exercise the rights available to it under Section 10.3.

  • Taxes

All fees and other amounts stated in an agreement  are exclusive of Value Added Tax and any other mandatory tax or levy that CNTXT is required to collect or charge (“Taxes”). The Customer will provide CNTXT with any appropriate tax identification information that CNTXT requires to ensure its compliance with appropriate country tax regulations. CNTXT shall be entitled to add Taxes to its invoices and the Customer shall pay the same within the timescales provided for in accordance with the invoice payment terms.If the Customer is required by law to deduct any amount from the amount payable to CNTXT (such as withholding tax), the Customer must inform CNTXT in writing before making any such deduction and shall provide details of the applicable deduction (including the legal basis and the amount of the deduction). CNTXT shall be entitled to receive the full amount invoiced to the Customer and accordingly it may issue a revised invoice to gross-up the amount charged so that the net amount payable to CNTXT is the full amount due to CNTXT under this Subscription Agreement. Without prejudice to the foregoing provisions of this Section 3.4, the parties shall provide reasonable cooperation and tax certificates to each other to enable the reclaiming of applicable deductions or withholdings under applicable international tax treaties.

  • Payment default

If fees have not been paid within five (5) calendar days following the invoice date, CNTXT may send the Customer a written notice stating that the Subscription Agreement shall terminate as a result of the Customer’s breach, CNTXT shall be entitled to suspend the Customer’s access to any Subscription Item which has not been properly paid for, pending termination or payment of the fees. 

  • CHANGES AND UPDATES


  • Updates to the Subscription Items or the Services

  1. CNTXT may, without notice and without incurring any liability to the Customer:
  1. discontinue or suspend the sale or availability of any Subscription Item(s) or Service(s) or support for new Customers of any Subscription Item(s) or Service(s); 
  2. change the features of any Subscription Item(s) or Service(s).
  1. CNTXT may allow Google to update the Subscription Item(s) and the Service(s), provided that the updates do not result in material reduction on the functionality, performance, availability, or security of the Subscription Item(s) and the Service(s) unless those updates are required to comply with Applicable Laws, to address a material security risk.

  • Revision of fees

CNTXT shall be entitled to serve notice to adjust the Subscription fees to take effect after the start of  next monthly billing cycle. . IPR, IMPROVEMENTS, AND CUSTOMER DATA

  • Background IPR

Each Party, and each of CNTXT’s third party licensors, is and shall remain the sole and exclusive owner of all IP rights, title, and interest in and to its own Background IPR and the Subscription Agreement does not affect such ownership. No rights to the other Party’s Background IPR are acquired under the Subscription Agreement, unless expressly stated. 

For the avoidance of doubt and without limiting the generality of the foregoing, the Subscription Items shall be considered as Background IPR and no rights in the Subscription Items are granted or assigned to the Customer other than the limited and restricted right to access the Subscription Items during the Subscription Period that is described in this Agreement. This shall not alter the fact that such Background IPR is licensed by CNTXT from Google or other third-party licensors, and that the ultimate owner(s) of such Background IPR are such third-party licensors. 

  • Improvements

CNTXT’s third-party licensors shall be, and shall remain, the sole and exclusive owner(s) of all Improvements of the Subscription Items and any and all IPR related thereto and shall have the right to use and commercialize any Improvements at its discretion without any restrictions whatsoever.      

  • Rights in the outputs of the Subscription Items

To the extent that the Customer uses the Subscription Items to generate outputs and deliverables which are downloaded by the Customer, the Customer is hereby granted a perpetual license to use and copy such downloaded deliverables only for its own internal business purposes and in the course of its Normal Business Activities.

  • Retained ownership to Customer Data

The Customer shall, except if otherwise agreed, retain ownership to Customer Data. CNTXT shall not use Customer Data for any purpose other than as necessary for the performance of the Subscription Agreement or as otherwise explicitly permitted herein, and CNTXT shall, upon the expiration or termination of the Subscription and upon the Customer’s request, delete or destroy all copies of Customer Data stored on any computer or other device or which are otherwise in CNTXT’s possession or control, except to the extent CNTXT is required to retain such Customer Data by Applicable Laws.

  • Limited license to use Customer Data

  1. In order for CNTXT or its third-party licensors to provide the Subscription Items and to continue the development of the Subscription Items, any machine learning, artificial intelligence, natural language model or other automated algorithmic process that forms part of the Subscription Items or Services or any other new software technologies, the Customer hereby grants to CNTXT a fully paid, royalty-free, irrevocable, worldwide and sublicensable license to use Customer Data, CNTXT and its third-party licensors shall only use Customer Data for the purpose set out in this Section 5.5, and shall not disclose or use any Customer Data for any other purpose, or where such disclosure or use would lead breach this Subscription Agreement or Applicable Laws or compromise the confidentiality of the Customer Data.      

  1. The Customer agrees that CNTXT may share with Google: 

  1. upon Google’s request, a usage report for the Customer for the invoiced period, including (to the extent requested by Google) the Customer company name and the country of the Customer’s headquarters and postal code and any information required to invoice the customer;
  2. any Customer Data and information to the extent reasonably required by Google in order for Google to provide assistance to CNTXT in connection with Customer Support Services.
  3. any Feedback provided by the Customer to CNTXT.

  • Right to provide Customer Data

The Customer shall ensure it has all necessary rights, consents, permissions and licenses required under Applicable Law for CNTXT to use the Customer Data as described in the license set out in Section 5.5.

The Customer acknowledges and agrees that if CNTXT receives a lawful take-down request or request for information from a competent authority or national security agency, it may suspend access to or delete Customer Data in accordance with such request and may comply with any lawful disclosure request. The Customer also acknowledges that CNTXT may need to notify competent authorities in Saudi Arabia if it becomes aware that Customer Data is in violation of Applicable Laws.

  • Rights in Artificial Intelligence models

Nothing in this Agreement is intended to or shall operate to confer ownership to the Customer of any rights, including IPR, in any machine learning, artificial intelligence, natural language model or other automated algorithmic process that forms part of the Subscription Items or Services, regardless of the extent to which any Customer Data is used in the training or development of such model. Should the Customer acquire any such rights by operation of Applicable Law, the Customer hereby irrevocably undertakes to enter into all such documents as are necessary to transfer such rights unencumbered to CNTXT and the Customer shall indemnify and keep indemnified CNTXT with respect to any failure to do so.

  • Data Processing Agreement

The Data Processing Agreement as amended from time to time, shall apply to any processing of      data by CNTXT on behalf of the Customer in the performance of the Subscription Agreement.

  • CONFIDENTIALITY 

All Confidential Information exchanged or otherwise transferred between CNTXT and the Customer shall be treated as confidential and shall not be disclosed or used by the receiving Party without the written consent of the disclosing Party for any other purpose than for      the performance of its obligations under this Subscription Agreement or as otherwise agreed therein, unless such Confidential Information:

  1. is already known by rightful means to the receiving Party at the time the information was received;
  2. is or becomes part of the public domain other than through a fault of the receiving Party;
  3. is received from a third party without an obligation of confidentiality of which the receiving Party was or should have been aware;
  4. is required to be disclosed by Applicable Laws, governmental, or other public authority regulation or decision, or ordered by a court of law.

Where the circumstances set out in Section 6(d) apply, the receiving Party shall disclose only that portion of the confidential information which it is legally required to disclose. The receiving Party shall exercise its best efforts to obtain reasonable assurances that confidential treatment shall be accorded such Confidential Information.

Without prejudice to the foregoing, (i) the receiving Party may disclose Confidential Information to its employees, its directors, subcontractors or any third party, to the extent strictly necessary for the performance of the Subscription Agreement, provided that the receiving Party shall procure that such third party shall be bound by such confidentiality obligations at least as onerous as set out in this Section 6, and (ii) CNTXT shall be entitled to name the Customer as a user of the Subscription Items for reference purposes in its marketing efforts, and may strictly for the purpose thereof use or reproduce the Customer’s trademarks and logos. 

The receiving Party shall duly handle and protect the confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care.

This obligation to observe confidentiality shall continue for ten (10) years after the expiry or termination of the Subscription Agreement.

  • WARRANTIES, INDEMNIFICATION, AND LIMITATION OF LIABILITY 

  • Warranties

  1. Each Party warrants to the other that:
    1. it has the requisite corporate power and authority to enter into this Subscription Agreement and to perform its obligations under it;
    2. the execution and delivery of the Subscription Agreement does not conflict with or violate any term or obligation of any other agreement to which such Party is a party;
    3. it will use reasonable care and skill in complying with its obligations under this Subscription Agreement;
    4. it will, in the performance of its rights and obligations under this Subscription Agreement, comply with all Applicable Laws, Anti-Bribery Laws, and binding cybersecurity requirements issued by the NCA and the PSS;
    5. it will obtain and continue to hold all licenses, permits and regulatory approvals necessary for it to perform obligations under the Subscription Agreement.
  2. Customer warrants that it will not use the Subscription Items in connection with High Risk Activities or in violation of Applicable Laws.

  1. Except as expressly provided in the Subscription Agreement and to the extent permitted by Applicable Laws, the Subscription Items shall be provided “as is” and CNTXT and its third-party licensors do not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose, or any warranty regarding the availability, reliability or accuracy of the Subscription Items. 

  • General indemnity

To the extent allowed under Applicable Laws, Customer shall indemnify CNTXT, its affiliates and their respective directors, officers, employees, and agents, and defend and save each of them harmless, from and against any and all:

  1. losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) in connection with any and all suits, fines, investigations, claims, or demands from any third party (including actions by government authorities) arising out of or relating to Customer’s unlawful use of the Subscription Items or violation of this Subscription Agreement or provision of any infringing material to CNTXT; or
  2. regulatory fine imposed on and paid by CNTXT as a direct result of a failure by the Customer to comply with or to fulfil its obligations under Applicable Laws.

  • IPR indemnification

  1. Subject to the Product Specific Terms and to the extent allowed under Applicable Laws, and subject to sections 7.3b) and 7.3c) below, CNTXT shall indemnify the Customer against: (i) settlement amounts approved by CNTXT, and damages and costs awarded in a final judgment against the Customer by a competent court in any third-party legal proceeding, to the extent arising from infringement of any third party’s Intellectual Property Rights by the Customer’s use, in accordance with this Subscription Agreement, of the Subscription Items and Services; and (ii) any regulatory fine imposed upon and paid by the Customer, after the Customer has no further right of appeal, as a direct result of a failure by CNTXT to provide the Subscription Items or Services in accordance with Applicable Laws of Saudi Arabia.
  2. Any amount(s) (including, without limitation, in respect of any fine(s)) payable under Section 7.3(a) will be reduced to the extent the underlying allegation or regulatory fine arises:
  1. from the breach of this Subscription Agreement by the Customer non-indemnifying Party; or
  2. from any failure by the Customer to comply with Applicable Laws;
  3. from modifications to or combinations of the indemnifying party’s brand features or technology that were not provided by the indemnifying party; or
  4. from the use or combination of the Subscription Items or Services or any part thereof with software, hardware, data, or processes not provided by CNTXT, if the Subscription Items or Services or use thereof would not cause the claims without such combination.     
  1. To benefit from the indemnity described in Section 7.3(a), the Customer must:
    1. notify CNTXT in writing of the matters giving rise to the claim within five (5) calendar days;
    2. give to CNTXT immediate and complete control of the defense of such matter; and 
    3. not prejudice CNTXT’s defense of such claim and give CNTXT all reasonable assistance in connection with such claim.
  2. If a third party Intellectual Property Rights claim which falls within the scope of CNTXT’s indemnity obligation arises, CNTXT may:
  1. procure the ability for the Customer to use the Subscription Items or receive the Services as before, without infringing any third party rights; or
  2. replace or change the Subscription Items or Services provide corresponding Subscription Items or Services that do not infringe any third party rights; or
  3. if, having used reasonable endeavours, it cannot do the foregoing, terminate the Customer’s right to use the Subscription Item or Services.
  1. The foregoing provisions of Section 7.3 state the entire liability of CNTXT to the Customer with respect to the infringement of IPR of any third party and regulatory fines imposed upon the Customer. 

  • Limitation of liability

  1. Exclusions: Nothing in this Subscription Agreement will exclude or limit either Party’s liability for:
    1. death or personal injury;
    2. fraud or fraudulent misrepresentation;
    3. breach of any implied condition as to title or quiet enjoyment;
    4. payment of sums properly due in consideration for CNTXT’s performance;
    5. a Party’s breach of Sections 1.2 (Use restrictions), 6 (Confidentiality) or 7.3 (IPR Indemnification);
    6. gross negligence or willful misconduct by the Senior Officers of CNTXT or the Customer; and
    7. Claims that are the subject of indemnification.

In no event shall a Party be liable towards the other Party under or in connection with the Subscription Agreement or the subject matter contemplated hereunder, including, without limitation, the Subscription Items, whether in tort (including negligence), contract, or otherwise for:

  1. special, indirect, consequential, exemplary, incidental, or punitive damages or losses; or
  2. loss of production, lost earnings or revenues of any kind, loss of anticipated cost savings, loss of business opportunity, loss or corruption of Customer Data and consequences hereof, loss or damages resulting from third party claims, or loss of profit or anticipated profit, in each case whether direct or not.

  1. Liability Cap Subject to Section 7.4(a), the aggregate liability of each Party for loss arising out of or in connection with the Subscription Agreement shall not exceed:
  1. where the loss relates to the Subscription Items, 100% of the fees paid by the Customer under the Subscription Agreement for use of the Subscription Items during the twelve (12) months prior to the event giving rise to the liability;, 
  2. where the loss relates to Support Services, 100% of the fees paid by the Customer under the Subscription Agreement for use of the Support Services during the twelve (12) months prior to the event giving rise to the liability; and
  3. where the loss relates to Professional Services, 100% of the fees paid by the Customer under the Subscription Agreement for the Professional Services during the twelve (12) months prior to the event giving rise to the liability, less value added tax and less any amounts the Customer is entitled to receive or has received by way of service credits. The liability cap shall not limit the Customer’s obligation to pay amounts due to CNTXT under the Subscription Agreement in consideration for CNTXT’s performance, and such payment amounts shall not be taken into account when determining the Customer’s aggregate liability. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident.
  1. Service Credits: If CNTXT is liable to pay any service credits to the Customer in accordance with the Subscription Agreement, then the payment of such service credit shall represent the Customer’s sole financial remedy for the incident in question.

  • Liability of third-party licensors

Any warranties, liability for damages, and remedies related to the Subscription Items, or the subject matter of this Subscription Agreement, are provided to the Customer solely by CNTXT, and are not provided by Google or CNTXT’s other third-party licensors. For the avoidance of doubt, this means that any claim the Customer may have related to the Subscription Items or the Subscription Agreement, shall be directed towards CNTXT only. 

Google and CNTXT’s other third-party licensors shall under no circumstance be responsible for CNTXT, or any actions or omissions performed by CNTXT, or liable, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated, for any damages, whether direct, indirect, incidental or consequential, arising from CNTXT’s sale of the Subscription Items to the Customer.

The Customer shall indemnify and keep CNTXT harmless from any loss suffered by CNTXT with reference to any claim the Customer makes directly against Google or other third-party licensors in violation of the foregoing. Any direct claim against Google or other third-party licensors shall constitute material breach by the Customer of this Subscription Agreement.

  • TERM AND TERMINATION

  • Term

The Subscription Agreement enters into force on the Effective Date and shall remain in force until the termination of the customer account.

  • Termination for breach

  • CNTXT Termination Rights

CNTXT shall be entitled to terminate the Subscription Agreement immediately by written notice to the Customer if the Customer is in material breach of Section 1.2. If CNTXT believes that such breach may be capable of cure, CNTXT may elect instead to suspend the Customer’s access to the Subscription Items pending such cure (but if cure has not occurred within thirty (30) calendar days following suspension and the Customer has not compensated CNTXT for the consequences of such breach, CNTXT may proceed to terminate the Subscription Agreement).

CNTXT shall be entitled to terminate the Subscription Agreement by written notice to the Customer if the Customer is in material breach of the Subscription Agreement in any other manner and fails to remedy the breach within thirty (30) calendar days following written notice of breach. If the material breach from the Customer is not possible to remedy, CNTXT may terminate the license grant set out in Section 1 with immediate effect. Material breach includes any breach which may threaten the security of CNTXT’s systems or other customers and any failure to pay an amount due to CNTXT.      

CNTXT may terminate the Subscription Agreement in the circumstances described in Section 3.3.

  • Customer rights to terminate

The Customer may terminate his subscription any time if he/she has paid his outstanding invoices. However if the customer subscribed to CNTXT support then has to pay for the first support fees for 90 days. 

  • Termination for insolvency

A Party is entitled to terminate the Subscription Agreement by written notice to the other Party if:

  1. a) an order is made or a resolution is passed for the winding up or insolvency of the other Party, or the other Party makes an assignment for the benefit of creditors generally, or a receiver or administrator is appointed to its assets or any similar process is put into effect or the other Party suspends payment of its debts or is unable to pay its debts as they become due; or
  2. b) the other Party files for bankruptcy, becomes insolvent, or makes a general compromise or arrangement with its creditors.

  • Effect of termination

If the Subscription terminates or expires, for whichever reason, all rights and licenses granted to the Customer under this Subscription Agreement will cease and all fees become immediately due upon receipt of the final invoice.

Any termination or suspension of this Subscription Agreement, a Subscription Item or the license grant by CNTXT as set out in the Subscription Agreement, is without liability to CNTXT and such termination or suspension does not release the Customer from any payment obligation, nor does it entitle the Customer to a     refund unless expressly provided for in this Subscription Agreement.

As of the date of termination or expiry of the Subscription Agreement, CNTXT and its third-party licensors may immediately suspend work on the applicable Services, even if these Services remain incomplete.

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  • Suspension

Notwithstanding anything to the contrary in this Subscription Agreement, CNTXT may, without notice, suspend the Customer’s ability to access Subscription Items if:

  1. CNTXT believes the Customer’s continued access represents a material security threat to CNTXT or other customers of CNTXT;
  2. CNTXT believes the Customer’s continued access will cause it to breach Applicable Law in a non-trivial manner;
  3. CNTXT is required to do so by Applicable Law or by a competent authority; or
  4. CNTXT has a right to terminate this Subscription Agreement or the Customer’s access to the Subscription Items but chooses to suspend access instead of immediately terminating such access.
  5. The customer does not pay an issued invoice or does not provide a valid credit card with sufficient balance.

In the circumstances described in paragraphs a) to c) above, CNTXT shall endeavour to provide the Customer with written confirmation of the actions taken and the reasons for doing so when reasonably practicable, and subject to any restriction on doing so under Applicable Law. In such circumstances, CNTXT shall end the suspension when the circumstances in question have ended, unless a termination right in favour of CNTXT has arisen or the period of suspension lasts for thirty (30) calendar days or more, in which case CNTXT may serve notice to terminate this Subscription Agreement.

In the circumstances described in paragraph d), if CNTXT is reasonably satisfied that the matter giving rise to the termination right has been cured by the Customer, CNTXT may elect to return the Customer’s access to the Subscription Items in question. If CNTXT has not returned access within thirty (30) calendar days, Customer may serve notice to immediately terminate the Subscription Items in question.


  • COMPLIANCE 

  • General

The Customer will, and ensures that any End User will:

  1. use the Services in compliance with this Subscription Agreement and the terms and conditions in this Section 2; 
  2. prevent and terminate any unauthorized use of the Subscription Items or the Services; and
  1. c) notify CNTXT of any unauthorized use of, or access to the Subscription Items or the Services of which it becomes aware.

  • Compliance with Applicable Laws      

The Customer shall comply with any Applicable Laws of any authority having jurisdiction in general and in connection with the Subscription Agreement and the Subscription Items. To the extent permitted by Applicable Laws, CNTXT and the Customer will provide each other with all reasonably requested information enabling each other to comply with Applicable Laws, and they will provide each other with all reasonably requested information and assistance as may be requested by a competent Regulator. 

CNTXT shall have the right to terminate the Subscription Agreement with immediate effect if the Customer becomes subject to Norwegian, EU, UK, US or Saudi Arabia sanctions. 

  • Regulatory compliance 

Each Party will notify the other Party of any Regulatory Changes that it is aware of in advance so that the Parties can make any applicable amendments to the Subscription Agreement The Customer understands and agrees that, for the purpose of CNTXT’s compliance with regulatory law, Customer must:

  1. continuously provide CNTXT with access to Customer Data as necessary for the performance of the Subscription Agreement;
  2. promptly reinstate CNTXT’s access to Customer Data once notified by CNTXT; and
  3. grant CNTXT a right to reinstate such access to Customer Data itself.

  • Legal Process

The Customer agrees that CNTXT may have to disclose Customer Data to Regulators in response to Legal Process to the extent such disclosure is required. In addition, the Customer agrees that (i) CNTXT shall be the single point of contact for any Legal Process under Saudi Arabia’s Applicable Laws; and (ii) CNTXT may configure the Subscription Items in a way that ensures it has and retains access to Customer’s Data stored on the Subscription Items.

  • Export compliance

The Subscription Items may be subject to export laws and regulations of the United States of America (“US” or “United States”) and other jurisdictions. CNTXT and the Customer each represents that it is not included on any US government denied-party list. The Customer shall not permit any user to access or use any Subscription Items in a United State’s-embargoed country or region, or in violation of any United States export laws or regulations.

  • Health, security, environment, and anti-bribery

The Customer shall (i) give priority to safety in order to protect life, health, the environment, and property; and (ii) ensure that tax payments and other payments are made in accordance with Applicable Laws. 

Without limiting the generality of this Section 9 and in recognition of the Applicable Laws relating to anti-bribery and corruption of any country in which CNTXT delivers the Subscription Items, the Customer shall not for itself or anyone else, directly or indirectly:

  1. give or offer any improper advantage to anyone as a consequence of their holding or in connection with the performance of a post, office, or commission;
  2. request, receive, or accept an offer for an improper advantage in connection with the performance of a post, office, or commission;
  3. give or offer any improper advantage with the purpose of influencing the performance of a post, office, or commission; or
  4. request, receive, or accept an offer for an improper advantage with the purpose of influencing the performance of a post, office, or commission.

  • Hosting Customer Data in the Kingdom

CNTXT as per this agreement confirms that the customer has access to the Google Cloud KSA region, specifically "me-central2," in addition to other global regions.

Please note that while the customer has the option to utilize the KSA region, CNTXT does not guarantee or restrict the use of this specific region. The decision to host data in the KSA region is solely the responsibility of the customer.

  • CNTXT CONTRACTING ENTITY, NOTICES, GOVERNING LAW, AND DISPUTE RESOLUTION

  • CNTXT contracting entity and notices

  1. The CNTXT entity entering into the Subscription Agreement, and the Customer contact details to which the Customer should direct notices under the Subscription Agreement, are set out in the  onboarding subscription form. 
  2. To the maximum extent permitted by Applicable Law the liability of any such third party  for any damages, whether direct, indirect, incidental or consequential, arising from CNTXT’s distribution and resale to the Customer and all warranties with respect to the same that may otherwise be implied to be given by such third party are disclaimed. 

  • Governing law

Any dispute arising out of or in connection with the Subscription Agreement, shall be exclusively governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

  • Dispute resolution

If at any time a dispute or claim arise out of or in connection with the Subscription Agreement (whether in contract, in tort, or based on statute or regulation) shall arise, then any Party shall give notice to the other Party in writing of the existence of such dispute or claim, specifying its nature and the point of issue. The Parties shall have thirty (30) calendar days from the date of such notice, or such later period as may be agreed, to resolve such dispute or claim amicably. This provision shall not prevent a Party from seeking urgent interim relief in the courts of Saudi Arabia if a delay in doing so would expose it to material damages or to harm which cannot be remedied by an award of financial damages.

Disputes or claims among the Parties that remain unresolved at the expiration of the period specified in this Section 10.3 may be referred by either Party to and shall finally and exclusively be settled by arbitration to take place in Riyadh, Saudi Arabia conducted in accordance the rules of the Saudi Center for Commercial Arbitration (“SCCA Rules”). The legal seat of arbitration shall be Saudi Arabia. The number of arbitrators shall be determined in accordance with the SCCA Rules. 

The language of the arbitration shall be English. The arbitral proceedings and the arbitral award shall be kept strictly confidential. This confidentiality obligation shall cover all information disclosed in the course of such arbitral proceedings. This obligation to observe confidentiality shall continue ten (10) years after the termination of this Subscription Agreement, or ten (10) years after the case is finally settled by an arbitral award, whichever is the latest.

  • MISCELLANEOUS 

  • Assignment prohibition

To the extent permitted by Applicable Laws, CNTXT may assign the Subscription Agreement. The Customer shall not assign the Subscription Agreement, unless agreed between the Parties in writing.

  • Independent contractors

Upon entering into the Subscription Agreement the Customer acknowledges and agrees that CNTXT, Google and any third party provider of products or services sold by CNTXT are independent contractors, that CNTXT is not acting as agent, partner or joint venture participant with Google and such third party and that CNTXT is the sole party contracting with the Customer.


  • Force majeure

If a situation should arise which is outside the control of a Party, and which prevents the Party from fulfilling its obligations under the Subscription Agreement (“Force Majeure”), the affected Party shall notify the other Party of this as soon as reasonably practicable. Force Majeure shall include, but not be limited to, war, terrorism, strike, lockout, riot, epidemic, pandemic, and natural catastrophes such as flood, earthquake, hurricane, volcanic eruption, and sandstorm. The obligations of the affected Party shall be suspended for as long as the Force Majeure prevails. 

The affected Party shall keep the other Party informed of actual and expected effects of any Force Majeure, of the steps taken to mitigate the effects of the Force Majeure, and its expected duration. 

Where Force Majeure has caused a Party to suspend obligations, the other Party may terminate the Subscription Agreement in writing with fifteen (15) calendar days’ notice if the Force Majeure lasts for more than ninety (90) calendar days from the date on which the Force Majeure arose. Each of the Parties shall cover their own costs associated with such termination of the Subscription Agreement. Neither Party shall be entitled to bring a claim against the other as a consequence of the termination of the Subscription Agreement in accordance with this provision.

  • Entire agreement

The Subscription Agreement, and any additional terms agreed in writing between CNTXT and the Customer and specifically stated to be additional terms to the Subscription Agreement, constitute the entire agreement between CNTXT and the Customer on the subject matter hereof, and the Subscription Agreement supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions issued by the Customer shall not override or form a part of the Subscription Agreement, and shall be void.

Each Party confirms that it has not entered into this Subscription Agreement in reliance on any statement or representation of any kind which was made by the other Party but which is not expressly set out in this Subscription Agreement.

  • Amendment and variation

Unless otherwise provided, no amendment to this Subscription Agreement shall be effective unless documented provided that CNTXT may make amendments to the Subscription Agreement if: i) Subscription Items which are made available by third parties cease to be made available to CNTXT in the relevant market or become available only on modified terms (“product amendment”); or ii) there is a change in Applicable Laws which necessitates amendment in order for CNTXT to continue to perform its obligations lawfully (“legal amendment”). 

If CNTXT needs to make a product amendment and can no longer offer a broadly equivalent Subscription Item acceptable to the Customer (acting reasonably) then CNTXT may terminate the Subscription Item in question and provide the Customer with a proportionate refund of fees paid in advance (which is the Customer’s sole remedy). 

If CNTXT makes a legal amendment which the Customer does not accept, the Customer may choose to terminate impacted Subscription Items but shall not be entitled to any refund and shall remain liable for payment of all minimum commitment amounts STRUCTURE AND INTERPRETATION

  • Agreement structure

The terms and conditions of the Subscription Agreement are set out in the following documents:

  1.      The Master Subscription and Services Agreement
    1. Annex 1: Data Processing Agreement
    2. Annes 2: Product Specific Terms
    3. Annex 3: Support Services Terms
    4.  
    5. Annex 5: Regulated Customer Addendum, to the extent applicable
  2.  
  3.  

  • Interpretation

  1. Any reference to “including”, “includes” or similar shall be interpreted as illustrative only and is if was followed by the words “without limitation”.
  2. Section, schedule and paragraph headings shall not affect the interpretation of this Subscription Agreement. 
  3. The schedules and any other document expressly incorporated by reference form part of this Subscription Agreement and shall have effect as if set out in full in the body of this Subscription Agreement. 
  4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  5. A reference to a law, decree, ministerial decision or other legal statute is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that instrument.
  6. A reference to writing or written includes email.
  7.  

  • DEFINITIONS

"Applicable Laws" means all applicable laws, regulations, requirements or orders, which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory or administrative functions.

"Background IPR" means any IPR conceived, designed, created, developed, reduced to practice, or otherwise acquired or controlled by CNTXT or the Customer prior to, or otherwise outside of and unrelated to the scope of the Subscription Agreement, including IPR generated and developed by CNTXT in the course of this Subscription Agreement unless the Subscription Agreement expressly provides that the same shall be assigned to the Customer.

"Billing Cycle" is a monthly billing cycle. 

"CNTXT" means the CNTXT entity entering into this Subscription Agreement.               "Confidential Information" means any information concerning either Party that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential, including, without limitation, procedures, documentation, marketing data, trade secrets, know-how, technical data, software, source codes, valuations, costs, rates, and prices and any other information of a proprietary or confidential nature relating to the disclosing Party or its business, as well as any information created or derived from any such information, irrespective of disclosing medium and storage. Without limiting the generality of the foregoing, Confidential Information includes any information regarding or gained from a Subscription Item. The Confidential Information may be labelled as "confidential", "proprietary", or similar without this being an explicit requirement for protection as Confidential Information.

"Customer" means the legal entity or individual that has entered into the Subscription Agreement with CNTXT.

"Customer Data" means: i) data received by CNTXT from the Customer, or from a third party on behalf of Customer for processing via any Subscription Items, including raw data, data that has been derived from raw data, and processed data, i.e. in the form raw data appears after it has been processed by CNTXT, or Google (as applicable), and including personal data; and ii) any feedback, comments, support queries or other communications provided by the Customer to CNTXT with respect to the Subscription Items; but shall exclude, in each case and for the avoidance of doubt, the Subscription Items and any parts thereof."

“Customer's Normal Business Activities" means all activities that are presently, or may reasonably become, part of the business of the Customer, excluding, for the avoidance of doubt, any commercialization (including resale and sublicensing) of any of the Subscription Items through licenses to third parties or otherwise.

"Consumer Price Index" means the price index measuring the consumer prices for goods and services purchased by private households in the Kingdom of Saudi Arabia, reported each month by the General Authority for Statistics, the national statistical institute of the Kingdom of Saudi Arabia (https://www.stats.gov.sa/en).      

"Data Processing Agreement" means the data processing agreement set out in the following webpage https://content.cntxt.com/data-processing-agreement, as may be amended from time to time.     

"Effective Date"the data the customer  account is provisioned. .

“End User” means Customer’s individual end users who use the Subscription Item(s).

"Feedback” means feedback or suggestions, provided to CNTXT by the Customer, about the Services or the Subscription Items.

“Google” means Google Ireland Limited, a company incorporated under the laws of Ireland with offices at Gordon House, Barrow Street, Dublin 4, Ireland, including its affiliates and subsidiaries.“

High Risk Activities” means activities where the use or failure of the Products would reasonably be expected to result in death, serious personal injury, or severe environmental or property damage (such as the creation or operation of weaponry or vital health and safety equipment or processes).

"Improvements" means any and all modifications, improvements, or further developments of the Subscription Items.

"IPR" means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of, and rights to apply for the same, including without limitation, patents, trademarks, design rights, copyright, publishing rights, moral rights, database rights, service marks, logos, business names, domain names, trade names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and to protect the confidentiality of, Confidential Information, and all other intellectual property rights, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure or similar process. 

“NCA” means the National Cybersecurity Authority of the Kingdom of Saudi Arabia.

“PSS” means the Presidency of State Security of the Kingdom of Saudi Arabia.

“Product Specific Terms” means the terms and conditions specific to individual Subscription Items, set out in Annex 2 attached to this Master Subscription and Services Agreement.

“Professional Services Terms” means the terms and conditions governing the use and the provision of the Professional Services that are set out in Annex 4 attached to Master Subscription and Services Agreement and as may be amended from time to time.

“Regulator” means each person having regulatory or supervisory authority in the Territory over all or any part of the Subscription Items, the Services or the business of Google, CNTXT or the Customer.

"SCCA Rules” has the meaning set out in Section 10.3.

"Senior Officer" means the Chief Executive Officer, the Chief Finance Officer, or the Chief Legal Officer.

“Services” means the Professional Services and Support Services.

“SLA” means the service-level agreement applicable to the Subscription Item as specified in the Product Specific Terms.

"Subscription" means the right to access and use the Subscription Items. "Subscription Agreement" means the this MSA, including the Product Specific Terms and the Data Processing Agreement.

"Subscription Items" means the individual components, including any products or services offered by CNTXT, 

“Support Services” means services for technical support in relation to the Subscription Items, to be provided by CNTXT to the extent provided in the onboarding subscription form within cntxt online protal

“Support Services Terms” means those terms set out in Annex 3 attached to this Agreement."Taxes” means all national, provincial and municipal, income, franchise, business, gross receipts, payroll, property, sales, use, exercise, value-added, consumption, goods and services, harmonized sales, stamp, and all other similar taxes or duties.

“Technical Proposal” the individual document entered into by CNTXT and the Customer which sets out the Subscription Items and the Services ordered by the Customer and includes additional terms and conditions.

"Territory" means the geographically restricted area 

"Term" has the meaning set out in Section 8.1.

“US” or “United States” has the meaning set out in Section 9.5.