ELP License Agreement

These ELP Terms and Conditions constitute the HashMoveSoftware / Platform License Agreement (“Agreement”), a legally binding agreement between you, whether an individual or a single legal entity (“Customer” or “you”), and HashMove Inc., including its subsidiaries, affiliates, licensees, and authorized resellers (collectively, “HashMove”), governing the Customer’s access to and use of the Software / Platform and related materials provided with or through the Services. 

This Agreement may be attached toor form part of any Commercial Proposal, Statement of Work, or Order Formexecuted between the Parties.

‍

In the event of any conflict between this Agreement and the applicable Commercial Proposal, the Commercial Proposal shall prevail to the extent of such conflict, unless expressly agreed otherwise in writing.

 By registering for, accessing,installing, downloading, copying, or otherwise using the Software / Platform, Services, or related materials, the Customer acknowledges that it has read, understood, and agrees to be bound by the terms and conditions of this Agreement.

If the Customer accesses or uses the Software / Platform or Services on behalf of a corporation, organization, orother legal entity, the individual accepting this Agreement represents andwarrants that he or she has the authority to bind such entity to this Agreement.

This Agreement grants the Customer alimited, non-exclusive, non-transferable, and revocable license to access anduse the Software / Platform and Services provided by HashMove. This Agreementconstitutes a license and not a sale of software, services, or any intellectualproperty.

The Customer is granted only thoserights expressly stated in this Agreement to access and use HashMove’s proprietary Software / Platform, Services, and related materials. All rightsnot expressly granted to the Customer under this Agreement are reserved by HashMove and its licensors.

This Agreement incorporates by reference HashMove’s Privacy Policy available at https://www.hashmove.com/policies/privacy-policy, as updated from time to time. By accepting this Agreement and continuing to usethe Software / Platform or Services, the Customer consents to the collection,use, and processing of data in accordance with the Privacy Policy.

The Customer acknowledges that the Software / Platform is provided as a cloud-based service hosted on infrastructure operated by third-party providers, including Microsoft Azure.The availability and performance of the hosting infrastructure are subject tothe applicable service level commitments of such providers, including the Microsoft Azure Service Level Agreement available at https://www.microsoft.com/licensing/docs/view/Service-Level-Agreements-SLA-for-Online-Services?lang=1, as amended from time to time.

By continuing to access or use theSoftware / Platform and Services, the Customer acknowledges and accepts the applicable infrastructure service level terms.

HashMove reserves the right to modify or update this Agreement from time to time. Any such modifications will become effective upon publication on HashMove’s website or notification to the Customer. Continued use of the Software / Platform following such updates constitutes acceptance of the revised Agreement.

IF THE CUSTOMER DOES NOT AGREE TOTHESE TERMS AND CONDITIONS, THE CUSTOMER MUST NOT ACCESS, REGISTER FOR,INSTALL, OR USE THE SOFTWARE / PLATFORM OR SERVICES.

This Agreement applies to HashMove Inc. and any of its subsidiaries, affiliates, authorized licensees, or resellers that provide the Software / Platform or Services to the Customer.

1.     Definitions

• “Confidential Information ”shall have the meaning assigned to it in the Confidentiality clause of this Agreement.
• “Customer Data” means all data, information, records, files, or content submitted, uploaded, transmitted, processed, or stored by the Customer or its Users through the Software / Platform.
• “Feedback” means any suggestions, enhancement requests, recommendations, corrections, or otherfeedback provided by Customer or its Users relating to the Software / Platformor Services.
• “Related Materials” meansany documentation, user guides, manuals, training materials, technical specifications, or other materials provided by HashMove in printed or electronic form relating to the use or operation of the Software / Platform, including any updates or revisions the reto.
• “Software / Platform”means HashMove’s proprietary Enterprise Digital Logistics Platform and related technologies made available to the Customer under this Agreement, whether providedas a cloud-based service or on-premise deployment, including associated modules, website tools, APIs, updates, patches, service packs, enhancements,and related components specified in the applicable Commercial Proposal.
• “Update” means any modification, enhancement, patch, error correction, or new release of the Software / Platform that HashMove makes generally available to its customers as part of standard maintenance or support services.
• “Users” means individuals authorized by the Customer to access or use the Software / Platform under this Agreement, including employees, contractors, freight forwarders, or other permitted third parties. All Users must comply with this Agreement and anyapplicable Terms of Use issued by HashMove.

2.     Scope of the Agreement 

• By accepting this Agreement, the Customer is granted the right to access and use the Software / Platform, Related Materials, and any applicable Services for the purpose of managing and facilitating logistics and freight operations.
• The Software / Platform isintended to assist the Customer in optimizing logistics and freight managementprocesses and improving operational visibility across its supply chain activities.
• The specific features, functionalities, services, and commercial terms applicable to the Customer shall be set out in the applicable Commercial Proposal, which shall form anintegral part of and be incorporated into this Agreement by reference.
• As part of the use of theSoftware / Platform, the Customer may engage logistics, freight, or related service providers that are already available on the platform, or may requestthe onboarding of additional service providers to support its operations.
• Any service provider onboarded to the Software / Platform shall be required to agree to and comply with the applicable ELP License Agreement Terms and Conditions issued by HashMove from time to time as a condition of their onboarding and participationon the platform.
• The Customer shall ensurethat its designated service providers comply with the ELP License AgreementTerms and Conditions. The Customer agrees to indemnify and hold harmlessHashMove from any claims, damages, losses, or liabilities arising from the failure of such service providers to comply with the applicable ELP License Agreement Terms and Conditions.

3.     System Requirement

Access to and use of the Software /Platform requires compatible devices, internet connectivity, and supported software environments. From time to time, updates or upgrades may be requiredto ensure the continued functionality and security of the platform.

The performance and availability ofthe Software / Platform may depend on the Customer’s hardware, network connectivity, and third-party software environments. HashMove is notresponsible for performance issues arising from such external factors.

Reliable high-speed internet connectivity is recommended for optimal performance of the Software / Platform. The Customer is solely responsible, at its own cost, for procuring andmaintaining the necessary hardware, network connectivity, and software required to access and use the Software / Platform.

4.     License and Use of Software Platform

• License Fees - Customer shall pay theservice or subscription fees specified in the applicable Commercial Proposal “Service Fees”). Unless otherwise stated: (i) fees are payable in accordancewith the payment terms stated in the Commercial Proposal, (ii) fees are based onsubscription plans, transaction volumes, or usage of billable services, and(iii) all payment obligations are non-cancellable and fees paid arenon-refundable except as expressly stated. Subscription terms, billing cycles, and applicable fees shall be specified in the applicable Commercial Proposal.
• Payment Facilitation - Where HashMove facilitates payments between the Customer and third-party service providers through the Software / Platform, HashMove acts solely as a conduit for facilitating payment and does not assume responsibility for the underlying services provided by such service providers.
• Use of Software/Platform -Subjectto the terms of this Agreement, HashMove grants the Customer and its authorizedUsers a limited, non-exclusive, non-transferable right to access and use the Software / Platform during the subscription term. The Customer and its Usersshall use the Software / Platform in accordance with this Agreement, applicabledocumentation, and any acceptable use policies issued by HashMove.
• International Use. HashMove operates theSoftware / Platform and offers the Services in various jurisdictions. If theCustomer chooses to access our Services from locations outside thosejurisdictions, the Customer consents to the collection, transmission, use, storage and processing of content and data (including their personal information) in such jurisdictions. The Customer also agrees to comply with and shall be solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction in which it resides or access the Software / Platform or Services from, if and to the extent local laws areapplicable to use of the Software / Platform and Services. Unless HashMove hasentered into a separate, mutually executed written agreement with the Customer that says otherwise, HashMove does not represent that its Services areappropriate or available for use in jurisdictions outside the jurisdictions ofHashMove’s operation for which the Commercial Proposal was executed. The rightto access and use the Software / Platform and Services is not granted injurisdictions, if any, where it may be prohibited, or where it use would renderHashMove in violation of any applicable laws or regulations, including without limitation, applicable privacy laws.
• Changes to the ELP Agreement - HashMove reserves the right to update or amend this Agreement from timeto time and such changes shall take effect immediately on theeffective date of such update or amendment. In the event of any material changes, which adversely affect the Customer’s use of the Software / Platform, in such cases HashMove shall provide prior notice to the Customer, as far as practicable. Where such notice has been furnished, such changes shall become effective on the date specified in the noticeunless otherwise mutually agreed by the Parties in writing.
• Use Restriction - In addition to all other terms and conditions of this Agreement, the Customer shall not:

a)      copy, modify, or createderivative works of the Software / Platform;

b)      reverse engineer or attempt to derive source code;

c)      sublicense, sell, distribute, or commercially exploit the Software / Platform;

d)      introduce malicious codeor security threats;

e)      attempt unauthorized access to systems or networks; or

f)       use the Software / Platform in violation of applicable laws.

5.     Third-Party Components

The Software / Platformmay include certain software, libraries, or other components provided by third parties (“Third-Party Components”). Such Third-Party Components may be subjectto separate license terms, copyright notices, or other legal provisions imposed by their respective licensors.

 Details of applicable copyright notices and license terms for any Third-Party Components may beobtained by contacting legal@hashmove.com. To the extent applicable, the license terms governing such Third-Party Components shall apply in conjunction with this Agreement and form part of the overall terms governing the Customer’s use of the Software / Platform.

6.     Support and Maintenance 

a.      Support Services

Subject to the payment ofapplicable Service Fees as specified in the Commercial Proposal, HashMove shallprovide the Customer with support and maintenance services during the Term ofthis Agreement.

 Support services shallinclude access to Software / Platform updates, patches, and related materials that are commercially released by HashMove during the applicable support period. HashMove reserves the right to charge additional fees for major functional enhancements or new modules that may be released as part of futureupdates.

 Support services shall beprovided during standard business days and normal working hours. Any extendedor premium support services may be provided subject to mutual agreement betweenthe Parties and applicable additional fees.

b.      Support Exclusions

Support and maintenanceservices shall not apply to issues arising from:

                                    i.       improper installation, configuration, or use of the Software/ Platform by the Customer in a manner inconsistent with HashMove’s documentation or operating procedures;

                                   ii.       any modification, alteration, or customization of theSoftware / Platform performed by any party other than HashMove or its authorized representatives; or

                                  iii.       the Customer’s use of the Software / Platform in conjunction with third-party software, systems, or technology that has not been approved by HashMove.

c.       Customer Responsibilities

The Customer agrees to:

                                    i.       provide reasonable cooperation and access to relevantpersonnel during normal business hours to enable HashMove to provide supportand maintenance services;

                                   ii.       ensure appropriate supervision, management, and control overthe use of the Software / Platform by its Users;

                                  iii.       promptly report any errors, defects, or malfunctions in theSoftware / Platform and reasonably cooperate with HashMove in diagnosing andresolving such issues;

                                  iv.       ensure that its personnel are appropriately trained in theuse and operation of the Software / Platform;

                                   v.       implement reasonable procedures for the protection and securityof information processed through the Software / Platform; and

                                  vi.       remain responsible for ensuring that all Users comply withthe terms of this Agreement. Any breach of this Agreement by the Customer’s Users shall be deemed a breach by the Customer.

7.     Limited Warranty and Scope

a)      Platform Provided “As Is”

Except as expressly provided in this Agreement, the Software / Platform and related materials are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, HashMove disclaims all warranties, wheth erexpress, implied, or statutory, including any implied warranties of merchant ability, fitness for a particular purpose, non-infringement, accuracy, reliability, or availability.

b)      Limited Representation

HashMove represents that,to its knowledge, the Software / Platform does not knowingly infringe the intellectual property rights of any third party.

HashMove shall use commercially reasonable efforts to:

·       maintain the availability and reliability of the Software / Platform during the Term; and

·       implement reasonable security measures intended to protectthe Software / Platform from viruses or other malicious code.

However, HashMove does not warrant that the Software / Platform or related services:

                            i.       will meet the Customer’s specific requirements orexpectations;

                           ii.       will operate uninterrupted, timely, secure, or error-free;

                          iii.       will be completely accurate, reliable, secure, or free fromviruses or harmful code; or

                          iv.       will generate any particular business results, revenue,profits, or cost savings.

c)      Internet and NetworkLimitations

The Software / Platform may be subject to limitations, delays, and other issues inherent in the use ofthe internet and electronic communications. HashMove shall not be responsible for any delays, delivery failures, interruptions, or other damages resulting from such external factors.

d)      Use of Third-PartyLogistics Services

The Software / Platform enables Customers to request, coordinate, and schedule logistics services with third-party vendors or service providers. HashMove does not itself provide logistics services and is not a party to any transaction or service arrangement between the Customer and such third-party providers. 

Accordingly, HashMove shall not be responsible or liable for the performance, quality, legality, ordelivery of any logistics services arranged or procured through the Software / Platform.

e)      Assumption of Risk

Except in cases of HashMove’s breach of this Agreement, will ful misconduct, or gross negligence, the Customer acknowledges that all risks arising from the use of the Software / Platform and any services arranged through it remain solely with the Customer, to the maximum extent permitted under applicable law.

f)       Maintenance and SystemAvailability

The Software / Platform may be temporarily unavailable due to scheduled maintenance, system updates, orother operational reasons, and HashMove shall use reasonable efforts to notifythe Customer of such interruptions where practicable.

HashMove shall not beliable for any errors, interruptions, transmission delays, communication failures, unauthorized access, or technical malfunctions arising from internet infrastructure, telecommunications networks, hardware, or third-party systems used in connection with the Software / Platform.

8.     Indemnification 

a)      Indemnification byHashMove

HashMove shall, at its ownexpense, defend, indemnify, and hold harmless the Customer and its affiliates, directors, officers, employees, agents, and authorized users from and against any third-party claims, actions, or proceedings alleging that the Software / Platform infringes any patent, copyright, trademark, or other intellectual property right of such third party.

HashMove shall pay any damages, costs, or settlements finally awarded against the Customer inconnection with such claims, provided that:

a) the Customer promptly notifies HashMove in writing of the claim;
b) HashMove has sole control of the defence and settlement of the claim; and
c) the Customer reasonably cooperates with HashMove in the defence of suchclaim.

The Customer mayparticipate in the defence with counsel of its own choosing at its own expense.

b)      Indemnification byCustomer

The Customer shall, at itsown expense, defend, indemnify, and hold harmless HashMove and its affiliates, directors, officers, employees, agents, and representatives from and againstany third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

                                    i.           the Customer’s breach of this Agreement;

                                   ii.           the Customer Data or the use of Customer Data within the Software / Platform that infringes or violates any third-party rights; or

                                  iii.           the Customer’s or its Users’ use of the Software / Platformin violation of this Agreement or applicable law.

c)      Infringement Remedies

If the Software / Platform becomes, or in HashMove’s reasonable opinion is likely to become, the subject of an infringement claim, HashMove may, at its sole discretion and expense:

                                    i.           procure for the Customer the right to continue using theSoftware / Platform;

                                   ii.           modify or replace the affected portion of the Software / Platform so that it becomes non-infringing while maintaining substantially equivalent functionality; or

                                  iii.           if the foregoing options are not commercially reasonable, terminate the affected services and refund any prepaid fees for the unused portion of the applicable service term.

d)      Exclusions

HashMove’s indemnification obligations shall not apply to claims arising from:

                                i.               modifications to the Software / Platform made by any partyother than HashMove or its authorized representatives;

                               ii.               the use of the Software / Platform in combination with third-party software, services, or systems not provided or approved byHashMove; or

                              iii.               use of the Software / Platform in a manner not permitted under this Agreement

e)      Exclusive Remedy

This Section sets forththe entire liability and exclusive remedy of the Parties with respect to anythird-party intellectual property infringement claims relating to the Software / Platform.

9.     Limitation of Liability

HashMove provides a Software / Platform that facilitates the connection and interaction between users for the procurement of logistics and related services. HashMove does notitself provide logistics services or related operational services. The scope of HashMove’s services is limited to those expressly set out in the applicable Commercial Proposal.

 Any purchase or sale oflogistics services conducted through the Software / Platform is entered intodirectly between the relevant Buyer and Seller, and HashMove is not a party tosuch transactions. Accordingly, HashMove does not control, endorse, or warrant the quality, performance, legality, reliability, or fitness for purpose of any logistics services offered or obtained through the Software / Platform.

 To the maximum extent permitted by applicable law, HashMove shall not be liable for any claims, losses, damages, or liabilities arising from or related to the provision, performance, or fulfillment of logistics services by any Buyer, Seller, orthird-party service provider using the Software / Platform.

  Direct Damages

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS AS STATED ABOVE OR THE CUSTOMER’S OBLIGATION UNDERCLAUSE 8, IN NO EVENT WILL EACH PARTY’S AGGREGATE LIABILITY, ON ALL CLAIMS OFANY KIND, EXCEED THE AMOUNT INITIALLY PAID BY CUSTOMER FOR THE LICENSE TO USETHE SOFTWARE / PLATFORM OR THE SERVICES FEES PAID FOR THE PRECEDING SIX MONTHS, WHICH EVER IS LOWER.

Limitation onConsequential Damages

IN NO EVENT WILL EITHERPARTY BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OFPROFIT, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR FOR SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR THE COST OF OBTAINING SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE / PLATFORM AND RELATED MATERIALS, WHETHER OR NOT SUCH LOSS OR DAMAGE IS REASONABLY FORESEEABLE.

10.  Confidential Information

 a)      Definition

 For the purposes of thisAgreement, “Confidential Information” means any non-public informationdisclosed by one Party (the “Disclosing Party”) to the other Party (the“Receiving Party”), whether in written, oral, electronic, or other form, thatis designated as confidential or that reasonably should be understood to beconfidential given the nature of the information and the circumstances ofdisclosure.

 Confidential Informationincludes, without limitation, the Software / Platform, related materials,technical information, data, specifications, trade secrets, source code, objectcode, documentation, business information, and other proprietary materials disclosed in connection with this Agreement.

 Oral disclosures shall beconsidered Confidential Information if they are confirmed in writing asconfidential within a reasonable time following disclosure.

Confidential Informationshall not include information that the Receiving Party can demonstrate:

 a.    was publicly available atthe time of disclosure or subsequently becomes publicly available through nobreach of this Agreement;

b.    was lawfully in theReceiving Party’s possession prior to disclosure;

c.    was obtained from a thirdparty without breach of any confidentiality obligation;

d.    was independently developedby the Receiving Party without use of or reference to the Disclosing Party’sConfidential Information; or

e.    is required to bedisclosed pursuant to applicable law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party (wherelegally permitted) and reasonably cooperates in seeking protective treatment.

b)      Non-Use and Non-Disclosure

Each Party agrees to usethe other Party’s Confidential Information solely for the purpose of exercisingits rights and performing its obligations under this Agreement.

Neither Party shall disclose the other Party’s Confidential Information to any third party exceptto its employees, contractors, or professional advisors who have a legitimateneed to know such information for the purposes of this Agreement and who arebound by confidentiality obligations no less protective than those set outherein.

 c)      Protection of Confidential Information

Each Party shall takereasonable measures to protect the confidentiality of the other Party’s Confidential Information and to prevent unauthorized use or disclosure. Suchmeasures shall be at least equivalent to those used to protect its ownconfidential or proprietary information of a similar nature.

Each Party shall ensurethat any personnel granted access to Confidential Information are bound by appropriate confidentiality obligations.

 d)      Return or Destruction

Upon termination orexpiration of this Agreement, or upon written request of the Disclosing Party,the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control, except to the extent retention is required by applicable law or internal compliance policies.

  11.  Ownership and Intellectual Property

All ownership, rights, title andinterest in and to any and all intellectual property of the Software / Platform and all data collected or stored, except Customer Data, in connection with thesame together with any derivatives of the same, whenever, wherever, or by whom ever developed, created, discovered or acquired (“IP Material”) are, shallbe and will remain as between the Customer and HashMove, owned solely and exclusively by HashMove. Nothing in this Agreement or any Schedule or Commercial Proposal will be deemed to assign, convey, transfer, or grant any right, title, interest, ownership, license, or claim of any kind in, to, or under any IP Material or derivations i.e. derivative work, improvement, modification, enhancement, customization, adaptation, or derivative of any kindof or to, from, or based on the original property, right, or item of any IPMaterial, either in whole or in part, to Customer, any User of the Customer, Customer personnel, or any third party. Any derivation of IP Material, regardlessof medium, created, discovered, or developed by HashMove and/or Customer or anyUser of the Customer or Customer personnel, or any third party, or any otherIntellectual Property i.e. all ideas, processes, methods, concepts, systems,procedures, and inventions (whether patentable or not), works, Software /Platform, computer programs, source code, object code, user interfaces, userexperiences, mask works, trade secrets, know-how, data, databases, andconfidential, proprietary, and other information, and other forms ofintellectual property using, utilizing, based on, with reference to, or inconnection with any IP Material, including, without limitation, anycontribution by Customer or User or Customer personnel to any derivation of any IP Material, and all Intellectual Property Rights in and to them, will not beconsidered “works for hire,” but rather will be deemed to be IP Material andowned solely and exclusively by HashMove. To the extent that any suchderivation or other Intellectual Property including or constituting any IP Material may nonetheless be considered a work for hire for Customer, User orany Customer personnel under applicable law, or to the extent that Customer, User or any Customer personnel otherwise has or acquires any ownership, right,title, interest, license, or claim in, to, or under any IP Material underapplicable law, Customer agrees that HashMove shall solely own such derivationor Intellectual Property, and Customer hereby assigns, transfers, and conveys,and shall cause all Users and Customer personnel to assign, transfer, andconvey, all such ownership, rights, title, interest, license, and claim in, to,or under any IP Material to HashMove, automatically and effective immediatelyupon the creation, discovery, or development, without the necessity of anyconsideration to the Customer, User or Customer’s personnel. Except asexpressly provided in this Agreement, Customer will not have any ownership inor license to any such rights. HashMove may use aggregated or anonymized informationand data, including Customer Data and maintaining confidentiality, solely forthe purposes of operating, maintaining, improving, and enhancing the Software /Platform, related materials, and services. Any enhancements, updates, orimprovements to the Software / Platform developed by HashMove in connectionwith such activities (“Improvements”) shall remain the intellectual property of HashMove, provided that such Improvements do not disclose or identify Customer Data or Customer confidential information. For the purposes of this Agreement,such Improvements shall be deemed to form an integral part of the IP Material.

  12.  Third Party Applications

If the Customer uses theSoftware / Platform in conjunction with applications, software, or services developedby the Customer or by third parties, the Customer acknowledges that HashMove has no responsibility for such applications or services. HashMove shall not beliable for any loss, damage, or disruption arising from the use, integration, or performance of any third-party or Customer-developed applications.

The Customer shall ensurethat the license terms or agreements governing such third-party orCustomer-developed applications do not:

a) create or purport tocreate any obligations or liabilities for HashMove or its third-party componentlicensors with respect to the Software / Platform;

b) grant or purport togrant any rights to the intellectual property of HashMove or its third-partycomponent licensors; or

c) grant or purport togrant any immunities, protections, or rights under this Agreement to any thirdparty.

13.  Penalties

Withoutprejudice to other rights and remedies available to each Party, In the event of a breachof this Agreement by either Party, the non-breaching Party shall be entitled toseek remedies available under applicable law, including damages or injunctive relief. Any damages claimed shall be reasonable and proportionate tothe actual loss incurred.The Parties agree that the contractual penalty foreach breach shall not exceed USD 5,000. The payment of such contractual penalty shall not limit or exclude either Party’s right to claimadditional damages to the extent that the actual loss suffered exceeds theamount of the contractual penalty.

The imposition of anycontractual penalty under this clause shall be without prejudice to any otherrights or remedies available to HashMove under this Agreement or applicablelaw.

14.  Export Control

The Customer acknowledges that the Software / Platform and related technical data may be subject to applicableexport control, sanctions, and trade compliance laws in relevant jurisdictions. The Customer agrees thatit shall not export, re-export, or transfer the Software / Platform inviolation of any applicable laws or regulations. The Customer agrees that itshall not export, re-export, transfer, or otherwise make available the Software/ Platform, in whole or in part, in violation of any applicable export controllaws, sanctions, or trade restrictions.

The Customer shall be solelyresponsible for ensuring compliance with all applicable export control laws andfor obtaining any required licenses, approvals, or authorizations prior to exporting, re-exporting, or transferring the Software / Platform or any products,services, or technical data incorporating or relying upon the Software / Platform.

15.  Term and Termination

 a)     Term

This Agreement shall commence on the Effective Date and shall remain valid for the period specified in theapplicable Commercial Proposal (the “Initial Term”), unless earlier terminatedin accordance with this Agreement.

Upon expiry of the Initial Term, thisAgreement shall automatically renew for successive one (1) year terms (each a“Renewal Term”) unless otherwise specified in the Commercial Proposal, orunless either Party provides sixty (60) days’ prior written notice of itsintention not to renew.

Either Party may terminate thisAgreement for convenience by providing sixty (60) days’ prior written notice tothe other Party, unless otherwise specified in the Commercial Proposal.

b)     Suspension of Services

HashMove may, upon written notice tothe Customer, suspend access to or use of the Software / Platform and Servicesif any of the following events occur (each a “Suspension Event”):

                         i.         Non-Payment: The Customer fails to pay any invoice within ten (10)days of the invoice issuance date.

                         ii.         Improper Use: The Customer uses the Software / Platform inviolation of the applicable usage policies, acceptable use framework, or thisAgreement.

                        iii.         Usage Beyond Permitted Scope: The Customer exceeds the permittedlimits, features, or functionality associated with:

• the licensed edition of the Software / Platform; or
• the terms agreed in the applicable Commercial Proposal, MOU,or other mutually executed document.

c)     Material Breach: The Customer commits a material breach of anynon-monetary obligation under this Agreement.

 d)     Security or Legal Risk: The Customer’s activities create apotential security risk, legal exposure, or operational disruption to HashMoveor other users of the Software / Platform.

Where reasonablypracticable, HashMove shall provide prior notice and an opportunity for theCustomer to remedy the relevant issue before suspension.

e)     Termination by Customer

The Customer may terminate thisAgreement if HashMove commits a material breach of this Agreement and fails toremedy such breach within thirty (30) days after receiving written notice fromthe Customer.

If HashMove suspends the Customer’saccess to the Software / Platform for more than three (3) consecutive dayswithout valid justification, such suspension shall be deemed a material breachof this Agreement.

f)      Termination by HashMove

HashMove may terminate this Agreementby written notice to the Customer if any of the following events occur (each a“Termination Event”):

                         i.         Non-Payment: The Customer fails to pay any outstanding invoicewithin thirty (30) days after receiving written notice of non-payment fromHashMove.

                         ii.         Material Breach: The Customer commits a material breach of anyprovision of this Agreement and, if the breach is capable of remedy, fails toremedy it within thirty (30) days after receiving written notice.

                        iii.         Insolvency or Business Failure: The Customer:

• ceases or suspends its business operations;
• becomes insolvent or admits its inability to pay debts asthey become due;
• makes an assignment for the benefit of creditors;
• becomes subject to the control of a trustee, receiver, orsimilar authority; or
• becomes subject to bankruptcy, liquidation, or insolvency proceedings under applicable law.

g)     Effect of Termination

Upon expiration or termination ofthis Agreement:

a) Each Party shall promptly returnor destroy any Confidential Information or property belonging to the otherParty in its possession, unless retention is required by applicable law.

b) The Customer shall immediatelycease all use of the Software / Platform and Services and shall return ordestroy all related documentation and materials.

c) The Customer shall settle all outstandingService Fees payable to HashMove.

d) If this Agreement is terminatedfor convenience (where permitted) or due to a material breach by HashMove, HashMove shall refund any prepaid fees corresponding to the unused portion ofthe remaining term.

h)     Return of Customer Data

Upon written request made by theCustomer within thirty (30) days following the effective date of termination orexpiration of this Agreement, HashMove shall make available to the Customer adownloadable copy of the Customer’s Data in a standard electronic format,including source and target files in their native format where reasonably available.

After this 30-day period, HashMoveshall have no obligation to retain or provide the Customer Data, and may deletesuch data unless retention is required by law or otherwise permitted under thisAgreement.

i)      Optional Data Retention

Following termination or expirationof this Agreement, the Customer may request HashMove to retain Customer Data onHashMove’s infrastructure for archival purposes subject to payment of areasonable mutually agreed monthly storage fee.

• This retention option shall be available for a maximum  period of three (3) years from the termination or expiration date.
• During this period, the Customer shall have read-only access to the Customer Data.
• TheCustomer shall remain responsible for backing up such data to an alternative storage location
  ‍
At the end of the three (3) yearretention period, HashMove may delete the Customer Data after providing thirty(30) days’ prior written notice to the Customer.

 16.  Copyrights

The Software / Platform and allrelated materials, including but not limited to text, graphics, logos,software, documentation, and other content made available through the Software/ Platform (collectively, the “Materials”), are owned by or licensed to HashMove and are protected by applicable copyright and intellectual property laws.

Except as expressly permitted underthis Agreement, no part of the Software / Platform or the Materials may becopied, reproduced, modified, distributed, transmitted, displayed, or otherwiseused without the prior written consent of HashMove or the relevant rights holder.

17.  Right to Regulate

You acknowledge that HashMove reserves the right, but not the obligation, to monitor activities conducted through the Software / Platform. HashMove may disclose information where reasonably necessary to operate and maintain the Software / Platform, protectthe interests of HashMove, its customers, or third parties, or to comply withapplicable laws, regulations, or governmental requests.

HashMove further reserves the right,at its sole discretion, to review, monitor, edit, refuse, or remove anycontent, postings, registrations, or information submitted through the Software/ Platform where such content violates this Agreement, applicable laws, orplatform usage policies.

HashMove may, from time to time,update, enhance, or modify the Software / Platform for purposes includingmaintenance, security, performance improvements, or the introduction of new featuresor functionalities. Where any material change may significantly impact theCustomer’s use of the Software / Platform during the Term, HashMove shall provide reasonable notice in accordance with this Agreement.

HashMove may suspend or restrict accessto the Software / Platform where reasonably necessary, including in cases ofnon-payment, material breach of this Agreement, violation of applicable laws orplatform policies, or where a security risk is identified. Where reasonably practicable, HashMove shall provide prior notice and an opportunity for the Customer to remedy the relevant issue.

18.  Password-Protected Areas

Access to the Software / Platform isprotected by login credentials, including a username and password. You aresolely responsible for maintaining the confidentiality and security of yourlogin credentials and for all activities conducted under your account. Youagree to notify HashMove immediately of any unauthorized use of your account orany compromise of your login credentials.

You acknowledge that the Internet isan open global network and that data transmitted through the Internet may passthrough third-party systems that are not under the control of HashMove. Accordingly, while HashMove implements reasonable security measures, it shallnot be responsible for any security breaches, unauthorized access, or misuse of information by third parties during transmission over the Internet.

‍

19.  AI Features Disclaimer

 TheSoftware includes access to features powered by integrated artificial intelligence(AI) technologies, provided exclusively through enterprise-grade, privatedeployments of large language models (LLMs), such as Anthropic Claude Enterprise, OpenAI Chat/GPT Enterprise, and other approved enterprise AIproviders. These AI features are designed to enhance productivity and supportdecision-making; however, they are not intended to replace professional judgment, regulatory compliance, or human oversight. Such content and AI features are provided for informational purposes only and should not be relied upon for any specific purpose without verification of its accuracy orcompleteness.

Licenseeacknowledges that:

• AI-generated outputs may contain inherentinaccuracies or limitations due to the probabilistic nature of the models.
• All AI outputs must be reviewed, verified, and interpreted by qualified personnel prior to operational use.
• The AI features are provided “as-is” andare not warranted for accuracy, fitness for a particular purpose, or legal sufficiency.

Without prejudice to the aforesaid, we are not responsible for any consequences arising from your reliance on the Software’s AI features. HashMove shall clearly identify and label all AI-enabled services, modules, or functionalities withinthe Platform, ensuring that the Customer is reasonably informed of whichservices incorporate AI capabilities. You should exercise discretion and seekexpert advice when making decisions based on automated information. Additionally, we reserve the right to modify or remove AI features at any time without prior notice.

Byusing the Software, you acknowledge and agree to these terms regarding AI features. If you do not agree, please refrain from using this Software.

20.  Enterprise Data Privacy & Security Assurance

All AI features are designed to operate within secure enterprise environments. We do not utilize public or consumer-grade AI models, ensuring that your dataremains private, secure, and fully compliant at all times.

To maintain the highest standards of data protection, privacy, and compliance, HashMoveensures that user inputs and application data processed via enterprise AI providers are handled in strict accordance with the following privacy, security, and data residency requirements:

• No data is transmitted to public AIservices or non-enterprise third-party APIs.
• AI processing occurs either on-premises orthrough private, enterprise-dedicated cloud instances managed under strict contractual data protection obligations.
• All data transmissions are encrypted bothin transit and at rest using industry-standard protocols.
• No user data is used for AI model training, fine-tuning, or retention by the AI provider.   

21.  Third-Party Links

The Software may contain links to third-party websites or services. HashMove does not control and is not responsible for the content, policies, or practices of such third parties. Customer accesses such services at its own risk.

22.  Waiver

Failure or delay by either party to exercise any right underthis Agreement shall not constitute a waiver of such right unless expresslystated in writing.

23.  Assignment

Neither Party shall assign this Agreement or any of their rights or obligations herein to a third party without the prior written consentof the other Party

24.  Counterparts

This Agreement may be executed in counterparts, including byelectronic signature, each of which shall be deemed an original and all ofwhich together constitute one agreement.

25.  Governing Law

This Agreement, and any dispute arising out of or inconnection with this Agreement, including any question regarding its existence,validity or termination, shall be subject to the exclusive jurisdiction of theCourts of Riyadh, Kingdom of Saudi Arabia.

26.  Severability

If any provision of this Agreement is held to be invalid orunenforceable, the remaining provisions will remain in full force and effect,and the invalid provision will be interpreted to reflect the parties’ originalintent to the maximum extent permitted by law.

27.  Notices.

All notices under thisAgreement shall be in writing and delivered by email, courier, or registered mail to the addresses specified in the applicable document or as otherwise designated in writing by either party. Notices will be deemed received upon confirmed delivery.

28.  Force Majeure. 

Neither Party shall beliable for any failure or delay in performing its obligations under thisAgreement (other than payment obligations) to the extent such failure or delayis caused by events beyond its reasonable control (“Force Majeure Event”). 

Force Majeure Events shallinclude, but are not limited to, acts of God, natural disasters, flood, fire,earthquake, pandemic, epidemic, war, terrorism, civil unrest, strikes or labordisputes (excluding those involving the affected Party’s workforce), acts of government or regulatory authorities, failure or interruption of utilities, telecommunications, internet services, or hosting infrastructure, and any other event beyond the reasonable control of the affected Party.

The affected Party shall:

(a) promptly notify theother Party of the occurrence of the Force Majeure Event;

(b) use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and

(c) resume performance ofits obligations as soon as reasonably practicable.

If a Force Majeure Event continues for a period of more than thirty (30) consecutive days, either Partymay terminate this Agreement upon written notice to the other Party withoutliability, except for obligations accrued prior to the effective date oftermination.

29.  Entire Agreement.

This Agreement contains the entireagreement and understanding between the Parties, relating to commercials, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof.

‍