QANOONI TERMS OF SALE

UPDATED 1 October 2025

By subscribing to the App on Appsource, you agree to these terms of sale, as amended and/or restated, supplemented or replaced from time to time (the Terms of Sale). The Terms of Sale regulate the relationship between you and Qanooni AI Limited and cover your use of and access to the Platform and/or the Platform Services. If you are using the Platform on behalf of a Business Entity, you warrant personally that you are authorized and have the authority to bind that Business Entity to these Terms and Conditions and the Agreement.

Capitalised terms used in the Agreement have the meanings given to them in the “Definitions” appendix. 

1.	Account Registration and Access

1.1	Your use of the Qanooni Tool and access to the Platform and Platform Services, shall be subject to the Agreement.
1.2	Subject to having paid the Subscription Fee, you may use the Platform Services through your existing Microsoft Account. The provision of the Platform Services is therefore conditional upon you having access to your Microsoft Account.
1.3	Qanooni may suspend or terminate access to the Platform, any Platform Service and/or any Account:
1.3.1	without notice where Qanooni reasonably believes that you are in breach of the provisions of the Agreement; and 
1.3.2	immediately in the event (i) Qanooni suspects or become aware of illegal, harmful, abusive or unlawful activity or (ii) where suspension is required by any government authority, court order or applicable Law.
1.4	Qanooni reserves the right to require you to install and/or update any and all software updates to continue using the Platform Services. Failure to complete any such installations or updates may result in access to the Platform, any Platform Services and/or your Account being reduced, restricted or removed.
1.5	Due to the nature of the Qanooni Tool and artificial intelligence generally, Generated Data may not be unique to you and other users may receive similar output from our Platform, save that no user other than you shall receive your Client Data in any form. 
1.6	Where you are accessing the Platform and/or Platform Services on behalf of a Business Entity, you confirm to Qanooni that: (i) the relevant Business Entity is duly authorized to conduct business in each jurisdiction in which it operates; (ii) the relevant Business Entity’s business does not violate any applicable laws or regulations;  (iii) you, the relevant Business Entity and its employees, officers, representatives, and other agents accessing the Platform are duly authorized to access the Platform and to legally bind the Business Entity to the Agreement and access the Platform on its behalf; and (iv) the Business Entity shall be responsible for all actions in relation to the Platform by current and former officers, employees, agents, delegates and representatives.

2.	Your Obligations

2.1	You agree that you:
2.1.1	shall co-operate in good faith with Qanooni in relation to the Agreement and the Platform Services;
2.1.2	shall not (i) except to the extent expressly permitted under the Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Platform in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer, decompile, discover the source code or underlying components of  or otherwise reduce to human-perceptible form all or any part of the Platform; or (iii) access all or any part of the Platform in order to build a product or service which competes with any of the Platform; or (iv) use the Platform to provide services to any third- party, other than a Client; or (v) automatically or programmatically extract data from the Platform, (vi) interfere with or disrupt any part of the Platform, including circumventing any limitations, restrictions or protective measures imposed by Qanooni, (vii) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third-party (other than you and in accordance with the Agreement); or (viii) attempt to obtain, or assist any third-party other than a Designee in obtaining, access to the Platform;
2.1.3	shall not transmit any data through the Platform that contains or installs any Virus, malware, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third-party;
2.1.4	are solely responsible for maintaining the security of your Account and for all activities and actions that occur under the Account; 
2.1.5	are responsible, and assumes all liability for, (i) any User Data and (ii) such User Data’s subsequent use by any person (other than Qanooni) at any time. 

2.2	You undertake to:

2.2.1	provide accurate and complete information and to keep the Account information updated;
2.2.2	keep your Access Credentials secret and not to share them with any person;
2.2.3	notify Qanooni immediately of any unauthorized use of your Account, or any other breaches of security;
2.2.4	comply with any data, information technology and/or security policies or requirements notified to them by Qanooni. 
2.3	You shall grant to Qanooni any and all access and licenses as are necessary in order for Qanooni to provide the Platform Services.
2.4	You agree to:
2.4.1	promptly notify Qanooni of any changes to your details. Any such new details shall be reflected by Qanooni within 3 Business Days of notification; 
2.4.2	be responsible for ensuring that your use of the Platform Services is at all times in compliance with (i) the terms and conditions of the Agreement and (ii) all applicable Law;
2.4.3	provide Qanooni with all necessary access to such information as may be required by Qanooni in order to provide the Platform Services, including but not limited to Client Data, security access information and configuration services;
2.4.4	carry out your responsibilities in connection with the Agreement in a timely and efficient manner;
2.4.5	obtain and maintain all necessary licences, consents, and permissions necessary for Qanooni, its contractors and agents to perform their obligations under the Agreement, including without limitation providing the Platform Services;
2.4.6	ensure that your network and systems comply with any relevant specifications provided by Qanooni from time to time; 
2.4.7	be, to the extent permitted by law and except as otherwise expressly provided in the  Agreement, solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to Qanooni's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;
2.4.8	access the Platform Services for use only by you and for your own business purposes only.
2.5	You represent and warrant to Qanooni as follows:
2.5.1	that you own or have obtained all rights, licences, permissions and consents necessary to exploit the Platform Services in connection with Client Data and to permit all Data Processing to be conducted by Qanooni (provided such Data Processing is in accordance with the  Agreement) or you in connection with the Platform Services; and
2.5.2	that you shall comply with all applicable Law in connection with the Agreement and User Data.
2.6	Qanooni may, without liability to you, suspend or terminate your Account of your access to all or part of the Platform Services in the event any Fees are not paid in accordance with the Agreement. 
2.7	You shall be solely responsible for payment of applicable taxes on the Fees and other payments to Qanooni from time to time (if any and whether made directly or indirectly via Appsource) and shall make all payments due to Qanooni (whether made directly or indirectly via Appsource) without deductions or withholding based on any tax or duty (howsoever described). 

3.	Qanooni’s Obligations

3.1	During the Term, Qanooni shall:
3.2	provide the Platform Services with reasonable skill and care and shall use suitably qualified personnel to carry out its obligations under the Agreement;
3.3	ensure that the Platform Services comply with all applicable Law and that all data held by Qanooni is held and processed in accordance with all applicable Law which is binding upon Qanooni;
3.4	provide you with such Access Credentials as are necessary for you to access the Platform Services covered by the Agreement.
3.5	Qanooni may from time to time publish and/or update its security processes, data protection and privacy policy, and other policies relating to use of the Platform Services. Such updates may be in the form of email notification, notifications posted on our websites, notifications added to your Account or any other reasonable communication method. By continuing to use the Platform Services after any such notification, you agree to the changes referred to in it.
3.6	Qanooni shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance, provided that Qanooni will (where possible,  but without obligation) provide advance notice of any such maintenance.
3.7	Qanooni's obligations under this clause 3 shall not apply to the extent of any non-conformance which is caused by:
3.7.1	use of the Platform Services by you in any manner contrary to Qanooni's instructions; or 
3.7.2	modification or alteration of the Platform Services by any person other than Qanooni or Qanooni's duly authorised contractors or agents. 

4.	Intellectual Property 

4.1	Qanooni retains ownership of all IPR of any kind related to the Platform, Platform Services and Documentation, including applicable copyrights, patents, trademarks, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, or confidential information conceived, discovered, developed, or otherwise acquired by Qanooni or Qanooni Personnel, solely or in collaboration with others, in the course of integrating, customizing, implementing, operating, or maintaining the Platform Services, in each case including any and all derivative works, improvements, updates, modifications, or translations thereof and other proprietary rights from time to time. Other trademarks, service marks, graphics and logos used in connection with the Platform and the Platform Services may be the trademarks of other third-party. The Agreement does not transfer from Qanooni to you, any Qanooni or third-party IPR, and all right, title, and interest in and to such IPR will remain solely with Qanooni (as between Qanooni and you).
4.2	You grant to Qanooni a limited, non-exclusive, non-sublicensable license to use, copy, store, host, display, transmit and process User Data for the purpose of delivering the Platform Services requested by you and/or complying with any mandatory order issued by a Court or judicial/regulatory authority.
4.3	All right, title and ownership of User Data, is and shall remain solely and exclusively vested in, you and/or the relevant Client (as appropriate), including all IPR relating thereto. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Client Data and the use of all Generated Data.
4.4	Each Party retains all IPR in and to all previously existing or newly created materials, methodologies, operating and applications software, programs, architecture data, processes, methods, creations, developments and technical information and intellectual property developed by or on behalf of such Party, provided any newly created materials do not use or rely on the Confidential Information of the other Party, other than as expressly set forth in the Agreement. 
4.5	In consideration of and subject to (i) payment of the Fees in accordance with the Agreement and (ii) your compliance with the terms of the Agreement, Qanooni grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access, view and utilize the Platform Services during the Term, including for submitting Client Data to and receiving Generated Data from the Platform Services. 
4.6	Unless specifically provided for herein, the Agreement does not authorise: 
4.6.1	use of the Platform Services by anyone other than you;
4.6.2	sharing of Access Credentials; 
4.6.3	the use of robotics or any other automated tools to access or manipulate in any way the Platform Services; or  
4.6.4	the integration of the Platform Services into any application, database or computer system of yours or a third-party, save to the extent necessary for the Qanooni Tool to be accessed through your Microsoft Account in the usual way and in accordance with any instructions issued by Qanooni. 
4.7	You agree to immediately inform Qanooni of any use of the Platform Services that is outside the terms of the Agreement and to pay any Fees for such additional use (on a pro rata basis to the existing pricing where no alternative pricing is agreed).  
4.8	All rights not expressly granted to you under the Agreement are reserved by Qanooni.  

5.	Confidentiality 

5.1	In connection with the Agreement, a Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). Subject to clause 5.2, "Confidential Information" means any information in any form or medium (whether oral, written, electronic, or other) that should reasonably be considered confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing, (a) all Client Data and Generated Data is and will remain Confidential Information of you (or the Client, as applicable); and (b) the Platform Services and Documentation are and will remain the Confidential Information of Qanooni; and (c) the financial terms of the Agreement are the Confidential Information of each of the Parties.
5.2	Subject to clause 5.3, Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with the Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Personnels' noncompliance with the Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
5.3	Each Receiving Party recognizes and agrees that the Confidential Information of the Disclosing Party is critical to the Disclosing Party's business and that neither Party would enter into the Agreement without assurance that such information and its value will be protected as provided in this clause 5 and elsewhere in the Agreement. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall throughout the Term and for two (2) years after termination or expiration of the Agreement:
5.3.1	Not access or use, or permit the access or use of, Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement;
5.3.2	Not use or permit the use of any of the Disclosing Party's Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive advantage over the Disclosing Party;
5.3.3	Except as may be permitted by and subject to its compliance with clause 5.4, not disclose or permit access to Confidential Information other than to its Personnel who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this clause; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this clause.
5.3.4	Safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care;
5.3.5	Ensure its Personnel's compliance with, and be responsible and liable for any of its Personnel's noncompliance with, the terms of this clause 5; and
5.3.6	Notify the Disclosing Party in writing within 3 Business Days of any unauthorized disclosure or use of the Disclosing Party's Confidential Information and cooperate with the Disclosing Party to protect the confidentiality and ownership of all Intellectual Property Rights, privacy rights, and other rights therein.
5.4	If the Receiving Party or any of its Personnel is compelled by applicable Law to disclose any Confidential Information, then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy, or waive its rights under clause 5.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this clause, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. No such compelled disclosure by the Receiving Party will otherwise affect the Receiving Party's obligations hereunder with respect to the Confidential Information so disclosed.
5.5	Each Party shall, upon written request of the other Party, subject to any contrary obligations under applicable Law, return or (to the extent technically possible) destroy and erase from all systems it directly or indirectly uses or controls: (a) all originals and copies of all documents, materials, and other embodiments and expressions in any form or medium that contain, reflect, incorporate, or are based on the requesting Party’s Confidential Information, in whole or in part; or (b) solely such specific of the requesting Party’s Confidential Information, databases, or other collections or articles of the requesting Party’s Confidential Information as the requesting Party may request.
5.6	You may from time to time provide to Qanooni, and Qanooni may gather, Feedback in connection with, or otherwise regarding, the Platform Services, products, programs, systems or services or other information provided for the purpose of enabling, enhancing or improving Generated Data or Output Qanooni’s products, programs, or services. In such cases, Qanooni shall have and is hereby granted the right to use, disclose and otherwise exploit all such Feedback for any and all purposes, including, without limitation, incorporation and distribution as part of Qanooni’s programs, products or services.  You agree that Qanooni may use any Feedback to provide, maintain, develop, and improve the Platform, without compensation or accreditation to you.
5.7	Except as expressly granted in the Agreement, nothing in the Agreement grants any rights to use or disclose Qanooni interfaces or service guides, or ideas, suggestions, plans, documentation or proposals that are provided by Qanooni in order to enable or facilitate the implementation or use of Qanooni products, Services, services, systems, or programs.

6.	Data protection

6.1	Qanooni utilizes administrative, physical and technical safeguards (as applicable) to protect User Data that are no less rigorous than accepted industry practices.
6.2	The Privacy Policy shall apply to User Data and its processing, unless otherwise provided to the contrary in the Agreement.
6.3	You are responsible for the legal basis for processing under any applicable Law of any Personal Data in the User Data made available to Qanooni by you for processing in connection with the Platform Services. 
6.4	You agree that, as between the Parties, you are responsible for compliance as the data controller (or data exporter) under applicable Law in relation to privacy and data protection, including data transfers, with respect to the Platform Services, including obtaining any necessary consents and making any necessary disclosures regarding User Data and its treatment in connection with the Agreement.
6.5	Qanooni shall process User Data for the purposes set out in the relevant Agreement and will, at all times, act as processor in respect of such data. 
6.6	Qanooni may also process data in relation to your interactions with the Platform Services for Qanooni’s analytical, statistical or benchmarking services and to improve the Platform Services. Qanooni owns the results of this processing (the “Combined Data”). Qanooni shall anonymize the Combined Data and ensure that the Combined Data shall not disclose, or permit the identification of, you or any Client’s Confidential Information. 
6.7	If a Party knows or suspects that there has been a material disclosure of User Data to anyone other than an authorized party or Qanooni, such person must promptly notify the other Party. Additionally, each Party will reasonably assist the other Party in remediating or mitigating any potential damage, including any notification required under applicable Law to be sent to individuals impacted or potentially impacted. Each Party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it.

7.	Communications 

7.1	Qanooni uses email and electronic means to stay in touch with you. You agree and understand that (i) Qanooni may send you emails about present and future Platform Services and (ii) you may opt out of non-essential communications, as determined by Qanooni, by managing your account or contacting Qanooni in writing requesting removal from non-essential mailing lists.
7.2	For contractual purposes, you (i) consent to receive communications from Qanooni in an electronic form; and (ii) agree that all agreements, notices, disclosures, and other communications that Qanooni provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a physical writing or traditional mailing; and (iii) without prejudice to clauses 7.2(i) and 7.2(ii), undertakes to comply with clause 11.14 for any notification purposes.

8.	Termination

8.1	If you wish to terminate the Agreement, you may simply discontinue paying your Subscription Fee and your access to the Platform will be removed at the end of the period covered by the immediately preceding Subscription Fee. Following termination, you will have no access to your Account or any documents or information through the Platform or Platform Services.
8.2	Qanooni may terminate the Agreement and/or suspend delivery of any or all Platform Services with immediate effect if you commit a material breach of the Agreement or where required by applicable Law. 
8.3	Termination of the Agreement will not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the effective date of termination. 
8.4	All provisions of the Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality, ownership and IPR provisions, warranty disclaimers, indemnities and limitations of liability.

9.	Disclaimer of Warranties

9.1	The Platform is provided on an “AS IS” basis. Qanooni makes no representation or warranty that the information Qanooni provides through the Platform or that is provided through the Platform Services is accurate, reliable or correct; that the Platform Services will meet your requirements; that the Platform or Platform Services will be available at any particular time; that the Platform or Platform Services will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Platform or Platform Services are free of vulnerabilities, Viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, User Data or other material obtained from the Platform and Platform Services.
9.2	Qanooni is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Platform Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9.3	The Platform and the Platform Services involve the use of artificial intelligence and machine learning. You agree and accept that:
9.3.1	Generated Data may not always be accurate. You should not rely on Generated Data or other output from the Platform Services (“Output”) as a sole source of truth or factual information, or as a substitute for professional legal advice;
9.3.2	you must evaluate Generated Data and any other Output for accuracy and appropriateness for the intended use case, including using human review as appropriate, before using or sharing any Generated Data or Output; and
9.3.3	you should not rely on any Generated Data or other Output in delivering your services and must review any such Generated Data or Output to ensure it is accurate, complete and correct for the proposed purpose.
9.4	You acknowledge that the Platform Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. Qanooni makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not Qanooni. Qanooni recommends that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Qanooni does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Platform Services.

10.	Release, Indemnification and Liability

10.1	You agree to defend, indemnify and hold harmless Qanooni from and against any and all claims, demands, actions, losses, damages, assessments, charges, third-party liabilities, costs and expenses which may arise as a result of (i) your use of the Platform and the Platform Services or violation of the Agreement; (ii) any injury, accident, health issues, physical or property damage, loss of profit, property or business reputation, or otherwise that may be caused by you as a result of your use of any Platform Services; (iii) errors, mistakes, or inaccuracies of your content, and/or information available on or through the Platform; (iv) any bugs, Viruses or the like, which may be transmitted by you to or through the Platform; or (v) any dispute, conflict or disagreement between you and a third-party (including a Client) in connection with any Platform Services.
10.2	You agree that in no event will Qanooni be liable, responsible or otherwise, to you or to any third party for any claims, demands, damages or losses (including loss of profit, business or opportunity), costs or expenses that may arise out of or in connection with: (i) the failure, interruption or disruption to or of the Platform Services, regardless of whether the service is provided by the Platform or a third-party; (ii) the Platform or the Platform Services; (iii) errors, mistakes, or inaccuracies of any content and/or information available on or through the Platform; (iv) any unauthorized access to or use of Qanooni’s servers and/or any and all personal information stored therein, and/or any interruption or cessation of transmission to or from Qanooni’s servers, and/or any bugs, Viruses, or the like, which may be transmitted to or through the Platform by any third party; (v) any failure or delay in the execution of any transactions through the Platform and/or the Platform Services;  (vi) any dispute, conflict or disagreement between you and any third party/ies in connection with any Platform Services; (vii) any of Qanooni’s third-party providers’ acts or omissions or any inaccurate information provided by such third-party providers; or (viii) any refund, loss of profits, loss of business reputation (whether incurred directly or indirectly), any injury or accident or physical or property damage or otherwise that may occur to you as a result of the use of any Platform Services. The provisions of this clause 10.2 shall apply, to the maximum extent permitted by applicable Law, regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort or extra-contractual liability or otherwise. In the event that any part of this clause is held to violate any applicable Law, then Qanooni’s liability shall be excluded and/or limited to the maximum extent permitted by that Law.
10.3	The Platform Services are not and should not be used or represented as providing legal advice. The Platform Services are a tool to help you deliver services to your customers and you are and shall at all times remain responsible for the way in which any document or advice is generated through the Platform Services and used. Qanooni expressly disclaims any responsibility or liability in connection with your use and exploitation of the Platform Services and any related third-party claim against you.
10.4	Qanooni is not and shall not be liable for: (i) your use of the Platform Services other than in accordance with the Agreement; (ii) use of the Platform Services by you with third-party data, software or hardware which is incompatible with the Platform Services or not recommended by Qanooni; (iii) reduced performance or non-availability of the Platform Services as a result of your network connections; or (iv) errors in the Platform Services resulting from any act or omission by you, including but not limited to your configuration of the Platform Services, in each case in a way which is not specifically recommended in writing by Qanooni.
10.5	Qanooni will not be responsible for any liabilities, losses, or damages of any nature and howsoever described which arise out of the unauthorized use of your computer, mobile device, or other computing device and/or your Account.
10.6	No person shall be liable for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of or in connection with this Agreement, or any loss of revenue, profits or business, costs of delay, costs of lost or damaged data or documentation, or liabilities to third parties arising from any source; all whether in contract, strict liability or tort (including negligence), and regardless of whether the relevant person knew or had reason to know of the possibility of the loss, injury or damage in question. 
10.7	For any claim by you against Qanooni, whether such claim is in contract, tort, strict liability, or otherwise, your total potential recovery shall be limited to the actual, direct damages suffered by you up to the actual amount paid by you to Qanooni under the Agreement during the twelve (12) months prior to such claim(s) for the specific Platform Service(s) giving rise to such claim(s).
10.8	The limitations in clause 10.6 shall not apply to Qanooni’s gross negligence, fraud, criminal acts, willful misconduct or any other cause of loss which cannot be excluded under applicable Law.
10.9	In the event that any part of this clause 10 is held to violate any applicable Law, then Qanooni’s liability shall be excluded and/or limited to the maximum extent permitted by that Law.
11.	Miscellaneous
11.1	Entire Agreement: The Agreement constitutes the complete and exclusive statement of the terms and conditions between the Parties, and supersedes all prior negotiations, agreements and representations.
11.2	Order of Precedence: In the event of any conflict or inconsistency between any provision of any part of the Agreement (other than the Privacy Policy) and the Privacy Policy, the provisions of the relevant part of the Agreement (other than the Privacy Policy) shall prevail.
11.3	Non-exclusive: The Agreement shall not prevent Qanooni from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
11.4	Force majeure. Qanooni shall not be liable for any delay or failure to perform its obligations under the Agreement if prevented from doing so by Force Majeure Event.
11.5	Severability: If any part of the Agreement is held invalid or unenforceable, that part of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. 
11.6	Assignability: Qanooni may assign or delegate its rights or obligations under the Agreement, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any of your rights or obligations under the Agreement or allow any person to access the Platform Services under your Account, in each case without Qanooni’s prior written consent. Any unauthorized assignment, transfer and/or delegation by you shall be null and void.
11.7	Amendment: The Agreement may be modified or amended by Qanooni from time to time and any such amendments shall be notified to you by electronic means, including via your Account, any designated email address and/or through the Platform. By continuing to use the Platform Services after any such notification, you have agreed to the changes contained within it. If you do not agree with the relevant changes, you may terminate the Agreement in accordance with clause  8.
11.8	Waiver: The failure of a party to enforce any of the provisions of the Agreement shall not constitute a waiver of the provisions or of the right of the relevant party to enforce each and every provision contained in the Agreement.
11.9	Publicity: A Party may publicly announce the existence of the Agreement and the general, non-confidential business terms contained herein provided that the other Party has had the opportunity to review and approve such announcement (such review and approval not to be unreasonably delayed or withheld).
11.10	Independent Contractors: Each Party shall be and shall act as independent contractors. You are not authorized to act as an agent of Qanooni for any purpose and shall not by virtue of the Agreement or for any other reason have any right, power, or authority to act or create any obligation, express or implied, on behalf of Qanooni.
11.11	No Third-Party Beneficiaries. Nothing in the Agreement creates, or will be deemed to create, third-party beneficiaries of or under the Agreement. You agree that Qanooni's obligations in the Agreement are to you only, and Qanooni has no obligation to any third party in connection with the Agreement.
11.12	Headings. Any headings used in the Agreement are for reference only and do not define, limit, or otherwise affect the meaning of any provisions hereof.
11.13	Notices to you: Reports, statements, notices and any other communications may be transmitted by Qanooni to you via the email address specified in your Account or through the App. All communications and notices shall be deemed to be duly served to you when electronically sent by Qanooni to you to the email address specified in your Account or through the App.
11.14	Notices to Qanooni: Reports, statements, notices and any other communications may be transmitted by you to Qanooni at sales@qanooni.ai and shall be deemed to be received by or served on Qanooni when electronically received by Qanooni at such email ID.
11.15	Gender Neutral: Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include both genders and the words “hereof” and “herein” and “hereafter” shall refer to the entire Agreement and not to any provision or section.
11.16	Governing Law: The Agreement between the Parties and your access to or use of the Platform and the Platform Services shall be governed by and construed in accordance with the laws of Dubai. 
11.17	Dispute resolution: In the event of any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination (“Dispute”), the Parties irrevocably agree to enter into good faith discussions for a period of not less than 30 Business Days from the date on which a Dispute is notified from one Party to the other Party. If the Dispute has not been resolved within that period, the Parties agree that the Courts of Dubai shall have exclusive jurisdiction to settle such Dispute. 
APPENDIX: DEFINITIONS

The following terms shall have the following meanings when used in the Terms of Sale. 

“Access Credentials" means any username, identification number, password, license or security key (including any API key), security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Platform Services;
“Account” means the account you use to access and use the Platform and the Platform Services; 
“Affiliate” means any corporation or other business entity controlled by, controlling, or under common control with the relevant Party. For this purpose, “control” means (i) direct or indirect beneficial ownership of fifty (50%) percent or more of the voting control, or (ii) the power to direct or cause the direction of the management and policies of such corporation or other business entity;
“Agreement” means the agreement between the Parties, comprising the Terms of Sale, Privacy Policy and all other Ancillary Documents, each as amended, varied, supplemented or replaced as permitted under the Agreement; 
“AI” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, capable of generating various types of content (including text, images, video, audio, or computer code);
“Ancillary Documents” means all Qanooni rules, license agreements, guidelines and policies available on the Platform or otherwise provided to you (including but not limited to the Privacy Policy);
“App” means the Qanooni application, which is available to download via Appsource;
“Appsource” means Microsoft Appsource, through which you are able to access the App;
“Business Day” means a day on which banks in the UAE are open for business (excluding Saturdays, Sundays and public holidays);“Business Entity” means an entity which conducts business, irrespective of its legal form, including sole proprietorships, limited liability companies, free zone companies and free zone establishments;
“Card” means a debit or credit card in your name, details of which have been provided through Appsource to Microsoft] or such other person as may be directed by Qanooni from time to time;
“Client” means the person or legal entity (other than you) for whose benefit the Platform and Platform Services are exploited by you;
“Client Content” means Client Data and Generated Data;
“Client Data” means the information that you have submitted, made available, stored and/or processed in conjunction with utilizing the Platform Services;
“Confidential Information” has the meaning given to it in clause 5.1;
“Data Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means;
“Documentation” means all user manuals, instructions, guides, model cards, and other specifications and technical materials, in any form or media, relating to the Platform Services and provided or made available by Qanooni and any updates thereto;
“Feedback” means any and all ideas, requests, suggestions, feedback, software, technology, information, reports, suggestions or recommendations, in writing, orally, by demonstration or otherwise, relating to Qanooni’s products, services, technology, documentation, or Confidential Information;
“Fees” means the fees payable for use of the Platform Services as set out on Appsource;
“Force Majeure Event” means a cause or causes beyond Qanooni’s reasonable control. Without limiting the generality of the foregoing, such causes include, fires, floods, storms, earthquakes, riots, terrorism, epidemics, pandemics, strikes, blackouts, wars or war operations, restraints of government, utility or communications failures, computer hackers, denial of service attacks, Viruses, telecommunications slow-downs or failure, erroneous data transmission, or causes which could not with reasonable diligence, including compliance any commercially reasonable disaster recovery plan of Qanooni (as applicable), be controlled or prevented by the person claiming occurrence of a force majeure event;
“Generated Data” means any data or documentation generated by you through the Platform Services which is based on Client Data;  
“Intellectual Property Rights” or “IPR” means all rights, title and interest to or in patent, copyright, trademark, service mark, trade secret, business or trade name, know-how and rights of a similar or corresponding character;
 “Law” means any relevant declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction of or by any federal, state, municipal, local, territorial, or other governmental department, regulatory authority, judicial or administrative body; 
“Microsoft Account” means an account in your name maintained with Microsoft and to which the Subscription is linked;
“Normal Business Hours” means 9.00am to 6.00pm (UAE time) on a weekday (Monday to Friday);
“Output” has the meaning given to it in clause 9.3.1;
“Parties” means you and Qanooni and each of their successors and permitted, transferees or assignees;
“Platform” means any online tool provided, processed and/or maintained by Qanooni (including, but not limited to, all subpages and subdomains, all content, the Qanooni Tool, Platform Services and products available at or through Qanooni’s website located at https://qanooni.ai/ and/or its mobile application, and/or any other related domain offering access to, or facilitating the provision of, the Platform Services);
“Personnel” means any employee, contractor, consultant, officer, manager, director or agent;
“Platform Services” means the provision of the Qanooni Tool and any other related services;
“Privacy Policy” means Qanooni’s privacy policy as updated from time to time, which can be found at https://qanooni.ai/privacypolicy;
“Qanooni”, “we”, “our” and “us” collectively mean Qanooni AI Limited, a limited liability company incorporated under the laws of the Dubai International Financial Centre (“DIFC”) under license no. CL8804 and having its place of business at Unit IH-00-VZ-01-FL-103, Level 1, Innovation Hub Virtual Inventory, DIFC;
“Qanooni Property” means Qanooni’s property, which includes but is not limited to Qanooni’s products, services, information, Documentation, data (whether tangible or intangible), Feedback, C and Usage Information;
“Qanooni Tool” means Qanooni’s AI based software which permits you to review and generate documents for the purposes of your business; 
“Subscription” means the subscription purchased by you which entitles you to access and/or use the Platform Services in accordance with the Agreement;
“Subscription Fee” means the subscription fee payable in order to access the Platform Services as specified in Appsource;
“Term” means the period from the time you subscribe to the App on Appsource up until the date on which the Agreement is terminated in accordance with the Terms of Sale;
“UAE” means the United Arab Emirates; 
“Usage Information” means any information, data, or other content (including statistical compilations and performance information) related to or derived from your access to and use of Qanooni Property (other than Usage Information);
“User Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Platform Services, including Client Data, Generated Data and other Output;
“User Infringement Event” means (i) use of the Platform Services other than as permitted under the Agreement and in the then-current version of any Documentation; (ii) combination, operation or use with software, information, data, or other materials, not approved or supplied by Qanooni, if infringement (including, without limitation, contributory infringement) would have been avoided by use without such software, hardware, information, data, or other materials; or (iii) use of a superseded release of the Platform Services if the infringement would have been avoided by use of the most current release of the Platform Services made available by Qanooni;
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
“you” and “your” mean the person or entity that has visited or is using the Platform and/or any Platform Service/s, including Business Entities.