Product Terms and Conditions.
Last updated Feb 20, 2026
These Terms of Agreement (the “Agreement”) constitute a legally binding agreement between Marketing MBA FZCO, a company incorporated under the laws of the Dubai Multi Commodities Centre (DMCC), with LICENSE-NO. DMCC-502344 and registered office at 1906, JBC 3, Cluster Y, Jumeirah Lake Towers Dubai - United Arab Emirates (“MMBA”, “Company”, “we”, “us” or “our”), and the client identified in the applicable Order Form (the “Client”).
This Agreement governs the Products purchased by the Client under an executed order form referencing these Terms (the “Order Form”). By signing the Order Form, the Client agrees to be bound by this Agreement, and any use of the Products constitutes acceptance of this Agreement.
If the individual accepting this Agreement is doing so on behalf of a company, customer, or any other legal entity, such individual represents and warrants that they have full authority to bind that entity to this Agreement. If such authority does not exist, the individual must not execute the Order Form or use the Product.
Termination or expiry of this Agreement shall not affect any accrued rights or obligations of the Parties, including without limitation the Client’s obligation to pay any fees due for Product.
The Client is advised to read this Agreement carefully before proceeding with the purchase of any Product. By signing the applicable Order Form and/or proceeding with the purchase of the Product, the Client acknowledges that it has read, understood, and agrees to be bound by this Agreement. If the Client does not agree to any part of this Agreement, the Client must not execute the Order Form or use the Product.
If you have any questions or require any clarification on any aspect of this Agreement, please contact support@marketing.mba
This Agreement was last updated by 20 February 2026
(hereinafter, as the context may require, referred collectively as “the Parties” and each a
“Party”)
1. Executive Summary
The purpose of this Agreement is to confirm the following.
1.1. The Client desires to avail the Product developed by the Company. “Product” means the online digital marketing solution(s), tools, programs, content, software, methodologies, materials, allied consultancy and support services developed and provided by the Company, which the Client orders and accesses as a Client of the Company pursuant to this Agreement, and as further specified in "clause 2: Price and Solution Overview".
1.2. By signing this “Order Form”, the Client agrees to pay the Fees in full according to the agreed payment schedule specified in the Order Form.
2. Price and Solution Overview
The fees payable for the Product (the “Fees”) shall be as specified in the applicable Order Form. The Fees represent the total price payable for access to the Product. The Fees relate solely to access to the Product and do not include any additional services, support, customization, or other add-on services unless expressly set out in the Order Form. Any additional services agreed between the Parties shall be charged separately and shall not affect the Product Fees.
Any additional services are an additional support agreed to be given and does not impact the final price. Once the Client accesses the Product, that means Client has already access the Product, even though additional support takes longer in duration.
2.1. Scope of Services (Product usage): The scope of services shall be as set out in the Deliverables section of the applicable Order Form.
2.2. Fees and terms
2.2.1. All Fees payable for access to the Product, as specified in the applicable Order Form, shall be paid in advance. Access to the Product shall be granted only upon receipt of the applicable payment.
Installment plan:
2.2.2. First Installment: The first installment, in the amount and percentage specified in the applicable Order Form (together with any applicable taxes and charges), shall be payable within seven (7) days from the date of signing the Order Form to the bank account designated by the Company or as otherwise specified in the Order Form.
2.2.3. The remaining balance, as specified in the applicable Order Form, shall be paid in the number of equal monthly installments as agreed in the applicable Order Form. Each installment shall be due at the intervals stated in the Order Form and shall be payable within seven (7) calendar days from its respective due date.
2.2.4. All Fees paid under this Agreement are strictly non-refundable. The Client waives any right to claim a refund, set-off, or reimbursement under any circumstances.
2.2.5. If the Client fails to make payment within the stipulated period, the Company may suspend or withhold access to the Product until full payment is received, without any liability to the Client.
2.2.6. Each party shall be responsible for its own taxes, duties, and expenses arising in connection with this Agreement. Any taxes legally payable on payments under this Agreement shall be borne by the party required to pay them.
2.3. Billing and Late payment.
2.3.1. The Client is required to pay the invoice within 7 (seven) calendar days from the day of its receipt.
2.3.2. The Company is entitled to invoice for the Product and all the services ordered by the Client, even if the Client does not use the results of these services.
2.3.3. Unless stated otherwise in this Agreement, all prices are net prices paid in USD and are in each case plus VAT 5% of the total amount (if applicable), invoice by the Company.
2.3.4. The Client shall bear all bank charges, credit card processing fees, and any other fees imposed by third-party payment service providers. If, due to such fees or deductions, the Company does not receive the full amount payable for the Product and Services, the Client shall promptly pay the shortfall to ensure receipt of the total amount due by the Company
2.4. Late payment, Collection and Penalties
2.4.1. In case of default of payment by the Client, the Company is entitled to stop the provision of services till the final invoice paid by the Client. The termination of access to the Product and service provision by the Company does not exempt the Client from the obligation to pay.
2.4.2. The Company reserves the right to provide additional services only if all outstanding claims in addition to all costs for the collection or the prosecution are settled.
2.4.3. The Company is entitled in this case, to provide its future benefits only against payment in advance or deposit.
2.4.4. Set-off and Retention Rights. Against claims of the Company, the Client is entitled to set-off only insofar as the counterclaims are undisputed or legally binding.
3. Definitions
In this Agreement, unless the context otherwise requires, all words and expressions defined in capital letters shall have the meanings ascribed to them in Annex 1 (Definitions), which forms an integral part of this Agreement.
4. Unacceptable activities
4.1. The use of the Product is subject to the Company’s applicable guidelines, policies, and terms of use, as may be updated from time to time. Any use of the Product in violation of such guidelines or policies is strictly prohibited and may result in immediate suspension or termination of access to the Product. Such decisions are at the sole discretion of Company. Unacceptable practices include, but are not limited to:
4.1.1. Systematically retrieve or copy any data or content from the Product to create or compile, directly or indirectly, any collection, database, or directory without our prior written consent.
4.1.2. Trick, defraud, or mislead the Company or other users, including any attempt to obtain sensitive account information such as passwords.
4.1.3. Circumvent, disable, or otherwise interfere with any security or access control features of the Product.
4.1.4. Disparage, tarnish, or otherwise harm the Company, the Product, or its reputation.
4.1.5. Use information obtained through the Product to harass, abuse, or harm another person.
4.1.6. Make improper use of support channels or submit false reports of issues, abuse, or misconduct.
4.1.7. Use the Product in any way that violates applicable laws, regulations, or third-party rights.
4.1.8. Frame, mirror, or link to the Product without authorization.
4.1.9. Upload or transmit any viruses, malware, or harmful code that may disrupt or damage the Product’s operation or user experience.
4.1.10. Engage in automated use of the system, including bots, scrapers, or similar data-gathering tools.
4.1.11. Remove or alter any copyright or proprietary notices from the Product or its content.
4.1.12. Attempt to impersonate another person or use another user’s account.
4.1.13. Upload or transmit any materials designed to collect or transmit information without consent.
4.1.14. Interfere with or burden the Product, servers, or connected networks.
4.1.15. Harass, intimidate, or threaten any Company personnel or representatives.
4.1.16. Attempt to bypass or breach any access control or restriction measures within the Product.
4.1.17. Except as permitted by law, decompile, disassemble, or reverse engineer any part of the Product.
4.1.18. Launch or distribute automated tools or scripts (e.g., bots, spiders, offline readers) that interact with the Product.
4.1.19. Use purchasing agents or automated means to buy or access paid features without authorization.
4.1.20. Use the Product or its content to compete with the Company or for any unauthorized commercial or revenue-generating purpose.
4.1.21. Sell, lease, or otherwise transfer your account or access credentials.
4.1.22. Scams or phishing for personal information
4.1.23. Intentional or unintentional violations of any applicable local, state, national or international law
4.1.24. Reselling of email accounts or hosting accounts to third parties
4.1.25. Client shall hall not copy, download, reproduce, distribute, or share any materials provided by the Company, including but not limited to videos, audio, documents, or spreadsheets, and shall use such materials solely for its internal business purposes.
4.1.26. Other activities, whether lawful or unlawful, that Company deems to be in poor taste or that reflect adversely on Company or Company’s other clients.
5. Representations and Warranties
5.1. Each Party represents and warrants to the other Party that:
5.1.1. it has the requisite right, power and authority, and has taken or will take all action necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement;
5.1.2. the Client’s use of the Product in accordance with the terms of this Agreement is not in breach of any Applicable Laws or regulations, the Intellectual Property Rights of any third parties, contractual agreements or duties that Company has with or owes to any other party; and
5.1.3. if required for compliance with data protection law it has entered into or shall enter into a Data Privacy Addendum governing the sharing and international transfer of personal data related to this Agreement (the “DPA”).
5.1.4. For the avoidance of doubt, the Company makes no warranty, express or implied, as to the results to be attained by the Client and/or any Authorised User from the use of the Product, including where the services rely upon or interact with Third-Party Interfaces. The Client acknowledges that such Third-Party Interfaces are not controlled by the Company, and the Client shall look solely to such third parties for any warranty or support in connection therewith.
5.2. The Client represents and warrants to Company that:
5.2.1. it will make known to its Authorised Users the terms of this Agreement;
5.2.2. its Authorised Users will only access and use the Product after acceptance of the terms of this Agreement;
5.2.3. it will not share any personal data of an Authorised User that may be available to it by virtue of the access of the Product with any other third party unless it obtains the prior written consent of such Authorised User or in otherwise in compliance with Applicable Law;
5.2.4. it will not (i) oblige (ii) force (iii) command or (iv) secure any consent or purported consent that is not freely given, specific, informed and unambiguous from any Authorised User in relation to sharing its personal data with any other third party;
5.2.5. it has any necessary and sufficient data security measures in place to handle the process and storage of sensitive personal data; and
5.2.6. it has the consent of its Authorised Users to process their data or another lawful basis in line with applicable law under or in connection with this Agreement.
5.3. For the avoidance of any doubt,
5.3.1. Company makes no warranty, express or implied, as to the results to be attained by the Client and/or any Authorised User from the use of the Product, and/or as to their merchantability or fitness for a particular purpose or use. The Product are provided
“as is” and cannot, in any circumstances, be relied upon by the Client or tis Authorised Users. The Client must, at all times, use its own judgement when viewing or basing decisions upon the Product.
5.3.2. The Client acknowledges and agrees that the Product provided by the Company may include training materials, courses, and certifications solely for the purposes of training, consulting, and skill development. The Client further acknowledges that such materials and certifications are informational in nature, based on the Company’s expertise and experience, and are not regulated, accredited, or certified by any governmental or professional authority.
5.3.3. By accepting the Product, the Client waives any right to make claims, initiate litigation, or seek remedies in relation to the nature, content, or recognition of such training materials or certifications and acknowledges that the Company shall have no liability in this regard in any applicable jurisdiction.
5.3.4. Covenant not to sue: Client irrevocably agrees that it will not, and will cause its Affiliates not to, bring, file, commence, or maintain any claim, action, suit, arbitration, administrative proceeding, or other proceeding against the Company or its Affiliates, or any of their respective directors, officers, employees, agents, representatives, successors, or assigns (collectively, the “Covered Persons”), arising out of or relating to this Agreement or the transactions contemplated by it (each, a “Covered Claim”), except as expressly permitted under below.
5.3.4.1. Breach of this Agreement
5.3.4.2. to seek injunctive relief or specific performance to prevent or stop actual or threatened breach of sections Confidentiality, Intellectual Property, and Data Protection
5.3.4.3. for fraud, wilful misconduct, or intentional misrepresentation;
5.3.5. The Company shall provide the Product to the Client as described on the Company’s Website, on an “as is” and “as available” basis, without any representations or warranties other than those expressly stated in this Agreement.
6. Intellectual Property Right
6.1. Except for rights expressly granted under this Agreement,
6.1.1. nothing in this Agreement will amount to transfer any of either Party's Intellectual Property Rights to the other Party, and
6.1.2. each Party will retain an exclusive interest in and ownership of its Intellectual Property developed before this Agreement or developed outside the scope of this Agreement.
6.2. The Parties agree that all or any Intellectual Property Rights which subsist in the Material provided by Client to the Company, if any, under this Agreement shall vest with the Client. If any third-Party intellectual property rights are used in the Material, the Client shall ensure that it has secured all necessary consents and approvals to use such third-Party Intellectual Property Rights for the Company and the Client.
6.3. For the purposes of this Clause "Material" shall mean the materials provided by Client, in whatever form, used by the Company to provide the services and the Products, systems, programs or processes, in whatever form, produced by the Company pursuant to this Agreement. Company shall not be liable for obtaining the necessary consents and approvals or in any other manner for the use of such third-Party Intellectual Property Rights. The Company shall be entitled to reject and delete such Material without incurring any liability. In addition, the Company shall be entitled to cancel the request made by the Client.
6.4. The Client shall indemnify the Company against all damages, losses and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved being in contravention of the Applicable Law or any such Materials infringe any Intellectual Property Rights of a third party.
6.5. Any materials (including videos, modules or any other material in whatever form) ideas, intellect, flowchart, process, innovations brought in by Company within the scope of this Agreement shall remain the sole and exclusive property of the Company, and the Client agrees to not use any Intellectual Property of the Company without their prior written consent.
6.6. Company hereby grants to Client non-exclusive, non-sublicensable, non-transferable, license to use the Product. Client understands and agrees that the Product materials may not be shared with any third party. In the event Company suspects that the Product is being shared with another party, Company reserves the right to immediately terminate Client’s access to the Product.
6.7. The Company shall provide a license for the Client to use the Product as above mentioned for the Term period of this Order. Out of this Term period, the full rights for the services are with the Company only. The Product can only be used by the Client or its Authorized user
6.8. Data contained in tools that can/will be used for other customers of the Company, are at the sole exclusivity of the Company and shall not be used or transferred to the Client.
7. Termination
7.1. The Client may terminate its access to the Product at any time. Where the Client wishes to cancel its purchase of the , the Client shall e-mail at support@marketing.mba or cancel it through the dashboard. Such cancellation will take effect at the end of the Client’s applicable billing period.
7.2. In the event of early termination of this Agreement by the Client or the Company in any circumstances, all fees paid or payable under this Agreement shall be strictly non-refundable, and the Client expressly waives any right to claim a refund, set-off, credit, or reimbursement of any kind.
7.3. Company may suspend or terminate, at its sole discretion, the Clients access to the Product if the Client or any of its Authorised Users commits a material or persistent breach of the terms of this Agreement.
7.4. Company may terminate this Agreement with the Client for convenience on no less than 30 days' notice, termination to be effective at the end of the Clients then-current billing period.
7.5. Consequences of termination: Upon the Termination, the Client shall ensure that
7.5.1. Client and all Authorised Users cease to use the Product;
7.5.2. all access to Product shall terminate;
7.5.3. any provision which expressly or impliedly continues to have effect after expiry or termination of this Agreement will continue in force;
7.5.4. all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the Termination.
8. Limitation of liability and Indemnity
8.1. Nothing in this Agreement shall limit or exclude either Party’s liability for:
8.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;
8.1.2. fraud or fraudulent misrepresentation; or
8.1.3. any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
8.2. Subject to Clause 8.1
8.2.1. the Company shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) any indirect or consequential loss.
(viii) any acts, omissions, or failures of Third-Party Interfaces, and/or the Client’s failure to comply with the applicable terms and conditions of such Third-Party Interfaces.
8.3. the Company total liability to the Client in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid in the past three months from when the claim arose under this Agreement.
8.4. Notwithstanding any other term of this Agreement, Company will not be in breach of this Agreement to the extent its failure to perform or delay or defect in performance of its obligations under this Agreement arises as a result of:
8.4.1. any breach by the Client of its obligations contained in this Agreement, or non-compliance with Company’s written recommendations and/or instructions;
8.4.2. unauthorised and/or fraudulent access to the Product;
8.4.3. Company relying on any incomplete or inaccurate information or data provided by the Client or by a third party; or
8.4.4. Company complying with any instruction or request by the Client or one of its employees
8.5. Client (the “Indemnifying Party”) agrees to indemnify the Company (the “Indemnified Party”) and its directors, officers, employees, agents and representatives against any losses, damages, liabilities, cost or expenses (including reasonable attorney’s fees), claims, suits, actions, proceedings, demands, penalties, fines, judgments, awards, or damages (hereinafter referred to as “Demand”) arising out of (a) the proven gross negligence or wil
of the indemnifying Party or its representatives or affiliates vis-à-vis its obligations under this Agreement (b) Misrepresentation by the Indemnifying Party to the other Party or third Parties; (c) non-compliance by the Indemnifying Party with relevant obligations under all applicable laws in relation to the subject matter of this Agreement; or (d) any breach of this Agreement by the Indemnifying Party or any of its affiliates of any representation, warranty, covenant, Agreement or other obligation contained in this Agreement.
8.6. Client shall indemnify the Company against any Demand arising from or relating to (i) the Client’s use of or reliance on any Third-Party Interfaces (or (ii) the Client’s failure to comply with the contractual or legal obligations owed to such Third-Party Interfaces.
9. Confidentiality and Data Protection
9.1. Clients Obligations: Client agrees that it shall
9.1.1. use Company’s Confidential Information solely as necessary to receive and use the Product in accordance with this Agreement;
9.1.2. not disclose Company’s Confidential Information to any third party without Company’s prior written consent;
9.1.3. restrict disclosure of Company’s Confidential Information to only those employees, contractors, and professional advisors who have a strict “need to know” for purposes permitted under this Agreement and who are bound by written confidentiality obligations no less restrictive than those contained herein;
9.1.4. implement reasonable technical, administrative, and organizational safeguards to protect Company’s Confidential Information from unauthorized access, disclosure, alteration, or use;
9.1.5. promptly notify Company in writing of any unauthorized disclosure, access, or use of Company’s Confidential Information of which it becomes aware.
9.2. The Client may share confidential or commercially sensitive information with the Company solely for the purposes of this Agreement. The Company shall use such information only for the intended purpose and take reasonable measures to protect it. However, the Client acknowledges that the Company shall not be liable for any loss or damage arising from the use, storage, or transmission of such information, except in cases of gross negligence or willful misconduct.
9.3. Compelled Disclosure: If Client is required by law, regulation, or valid governmental or court order to disclose Company’s Confidential Information, Client shall (to the extent legally
permissible) promptly notify Company in writing prior to such disclosure and shall reasonably cooperate with Company’s efforts to seek a protective order or other appropriate remedy. If disclosure is ultimately required, Client shall disclose only that portion of Company’s Confidential Information that it is legally required to disclose.
9.4. Return or Destruction: Upon the earlier of (i) Company’s written request, or (ii) termination or expiration of this Agreement, Client shall promptly return or securely destroy all Company Confidential Information in its possession, custody, or control, including all copies, summaries, or extracts thereof, in whatever form or medium. Notwithstanding the foregoing, Client may retain copies of Company Confidential Information solely to the extent required by Applicable Law or to comply with Client’s internal compliance or archival policies, provided that such retained copies remain subject to this Agreement until destroyed in the ordinary course of business.
9.5. Ownership: All Confidential Information shall remain the sole and exclusive property of Company. No rights, licenses, or interests are granted to Client by disclosure of Confidential Information except as expressly set forth in this Agreement.
9.6. Remedies: Client acknowledges that any unauthorized use of the Product or disclosure of Company’s Confidential Information may cause irreparable harm to Company for which monetary damages may be an inadequate remedy. Accordingly, Company shall be entitled to seek immediate injunctive relief and other equitable remedies (without the necessity of posting bond or other security) in addition to any other rights or remedies available under law or equity.
9.7. The Client acknowledges and agrees that the Company acts solely as a service provider with respect to customer Data and does not act as a ‘Data Controller’ (or equivalent role under Applicable Law). To the extent customer Data is processed using or transmitted via Third-Party Interfaces, the Client acknowledges and agrees that: (i) such Third-Party Interfaces may act as independent Data Controllers or Data Processors, (ii) the Client is solely responsible for entering into any necessary contractual arrangements with such third parties, and (iii) the Company shall have no responsibility or liability for the processing activities of such third parties.
10. No Guarantee and Disclaimer
Disclaimer of warranty: To the maximum extent permitted by Applicable Law, Company expressly disclaims and excludes all warranties, conditions, representations, undertakings, or guarantees of any kind, whether statutory, express, implied, or arising by operation of law, usage of trade, or course of dealing, including, but not limited to
10.1.1. implied warranties of merchantability,
10.1.2. implied warranties of satisfactory quality,
10.1.3. implied warranties of fitness for a particular purpose,
10.1.4. implied warranties of title,
10.1.5. non-infringement,
10.1.6. uninterrupted, timely, secure, or error-free operation,
10.1.7. accuracy, reliability, or completeness of the Product, any outputs derived therefrom, or any content, data, or information made available through the Product.
10.2. No Guarantee of Outcomes: Company does not warrant or guarantee that:
10.2.1. the Product will meet Client’s business, operational, technical, or compliance requirements or expectations;
10.2.2. the Product will be compatible with Client’s systems, networks, or third-party products or services;
10.2.3. results, business outcomes, efficiencies, revenues, or savings will be achieved through the use of the Product;
10.2.4. any advice, recommendation, or information (whether oral or written) obtained from Company or through the Product will be accurate, reliable, or create any warranty not expressly set out herein.
10.2.5. that the Company does not provide any guarantees regarding revenue, leads, return on investment (ROI), or overall business performance. The Client further acknowledges that the services provided by the Company do not constitute legal, financial, tax, or investment advice
10.3. Service Availability and Security: Company does not guarantee that the Product, or any portion thereof, will be available, uninterrupted, secure, free of viruses, malware, or other harmful components, or that any defects or errors will be corrected. Client acknowledges that the Product may be subject to limitations, delays, failures, and other problems inherent in the use of technology, hosting environments, communications, and the internet. Without limiting the foregoing, the Company expressly disclaims any responsibility or liability for the availability, reliability, performance, or security of any Third-Party Interfaces, and the Client acknowledges that such Third-Party Interfaces may impact the access to the Product.
10.4. Reliance Disclaimer: Any statements, representations, or descriptions made by Company, its employees, contractors, or agents whether in marketing materials, proposals, demonstrations, whitepapers, case studies, or otherwise are informational only and shall not be construed as a warranty, representation, or guarantee of performance. Client acknowledges that it has not relied upon any such statements in entering into this Agreement.
10.5. Exclusive Remedies: Client’s sole and exclusive remedies with respect to the Product are those expressly provided in this Agreement. Except as expressly set forth herein, the Product is provided strictly on an “AS IS” and “AS AVAILABLE” basis, at Client’s own risk.
11. Force Majeure
11.1. If a Force Majeure Event occurs, Company will
11.1.1. as soon as reasonably practicable after becoming aware of the Force Majeure event, give the Client notice of the occurrence, anticipated term and impact of the Force Majeure event;
11.1.2. use commercially reasonable endeavours, without being required to incur additional expenditure, to mitigate the effects of the Force Majeure event, and to ensure that the Force Majeure event comes to an end; and
11.1.3. continue to perform all of its obligations under this Agreement, the performance of which are not affected by the Force Majeure event.
11.2. Subject to the above clause, Company will not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure event. In such circumstances, Company shall be entitled to a reasonable extension of time for performing such obligations. If the period of delay or non-performance continues for one (1) month, the Client may terminate this Agreement by cancelling its purchase of the Product.
12. Miscellaneous
12.1. Any terms and conditions contained in, including but not limited to, purchase orders, customer agreements, or other documents of the Client shall have no effect or validity in relation to the scope of this Agreement.
12.2. The Client hereby expressly agrees that the Company may use
12.2.1. Client's name,
12.2.2. the name of any agent of Client, or
12.2.3. any trademarks, testimonials, service marks, or trade names owned or controlled by Client
in any sales, promotional, advertising, or other publication (such as publishing on its website or on its affiliates website), without the express prior written permission of Client. The Company, however, retains the perpetual and worldwide right to use all the items listed hereinabove without the Client's prior consent, for its own promotional purposes, including but not limited to, use in case studies, testimonials, and portfolio presentations, or on its website or its Affiliates website for promoting products or services for itself or any of its Affiliates.
12.3. Each Party confirms it is acting on its own behalf and not for the benefit of any other person
13. Changes to this Agreement
13.1. We may update the terms of this Agreement at any time upon notice to Client. The Client’s continued use of the Product following deemed receipt of this notice will constitute acceptance of the terms of this Agreement, as varied.
13.2. If the Client does not wish to accept the terms of this Agreement, as varied, it acknowledges and accepts that it will immediately cease use and access of the Product on deemed receipt of the notice provided under this clause.
14. Sub-contracting
14.1. For the avoidance of doubt, Company may subcontract its obligations hereunder, without prior consent of Client, provided that the appointment of any sub-contractor shall not relieve Company from any obligation or liability under this Agreement.
15. Independent Contractor
15.1. The Parties’ relationship, as established by this Agreement, is solely that of independent contractors. This Agreement does not create any partnership, joint venture or similar business relationship between the Parties. Neither Party is a legal representative of the other party, and neither Party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other Party for any purpose whatsoever.
16. Assignment
16.1. The Client shall not assign, transfer, or otherwise deal with this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Company. Any attempted assignment, transfer, or dealing in violation of this clause shall be null and void.
16.2. Company may assign this Agreement to a related entity or any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganisation, or otherwise, subject to written notice given to Client, at which point, Company will be released from its obligations under the Agreement. Under no circumstances shall Company be held jointly and severally liable for the performance of the Agreement by the assignee.
17. Severability
17.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
18. Waiver
18.1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
19. Notice
19.1. Any notice or communication required under this Agreement shall be sent by e-mail, where, in the event of Company to support@marketing.mba in the event of the Client, to the e-mail used to access the Product.
20. Governing law and jurisdiction
20.1. This Agreement, including any matters or disputes arising from, or in connection with, it, shall be governed by and construed in accordance with the laws of the United Arab Emirates.
20.2. Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (“the DIFC Courts”).
Annex – 1 Definitions
“Agreement” means: (i) these terms and conditions between Company and the Client which govern the Client’s access to and use of the Product and (ii) any other supporting contractual documents which all together form one agreement.
“Affiliate” means, in relation to any Party, any other party that directly or indirectly controls or is controlled by or is under common control with such party. For the purposes of this definition control means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other party, whether through the ownership of voting shares, by contract or otherwise, and controls and controlled will be interpreted accordingly;
“Applicable Law” means in relation to any person, transaction, property or event, all applicable provisions of laws, statutes, rules, regulations, official directives and orders of all federal, provincial, state, municipal and local governmental bodies (whether administrative, legislative, executive or otherwise), and judgements, orders and decrees of all courts, arbitrators, commissions or bodies exercising similar functions in actions or proceedings in which the person in question is a party, by which it or its property is bound, or having application to the transaction or event in question;
“Business Day” means a day that is not a Saturday, Sunday or a public or bank holiday in Dubai, UAE.
“Confidential Information” means and includes the terms of this Agreement all non-public, proprietary, or confidential information of Company and its Affiliates, whether disclosed orally, in writing, electronically, visually, or otherwise, including but not limited to:
● software, source code, object code, APIs, algorithms, methodologies, processes, designs, system architecture, and documentation;
● product roadmaps, pricing, business models, strategies, financial information, and marketing data;
● technical specifications, data security protocols, system performance, benchmarking, and analytics related to the Product;
● Company’s trade secrets, inventions, know-how, and intellectual property;
● the existence and terms of this Agreement; and
● any other information that, given its nature or the circumstances of disclosure, a reasonable person would understand to be confidential.
Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of Client; (ii) was lawfully known to Client without confidentiality obligations prior to disclosure by Company; (iii) is independently developed by Client without use of or reference to Company’s Confidential Information; or (iv) is lawfully obtained from a third party without restriction.
“Fees” means the fees payable for the supply of the Product, where applicable and as set out in the clause 2 of this Agreement.
“Force Majeure Event” means any event or occurrence not within Company reasonable control, including, without limitation, acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil commotion or riots, war, threat or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or biological contamination or sonic boom, any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, collapse of buildings, fire, explosion or accident, loss of electrical power, loss of telephone, internet or wide area network, as well as other similar infrastructure and/or material shortages.
“Intellectual Property Rights” means: (i) patents, registered trademarks, registered designs, applications and rights to apply for any of those rights; (ii) unregistered trademarks, copyright, topography rights, database rights, moral rights, Know-How, rights in designs and inventions, discovery or process, and applications for and rights to apply for any of the foregoing; (iii) trade, business and company names, domain names and e-mail addresses; (iv) rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise); (v) the goodwill attaching to any of the aforementioned rights; and (vi) any forms of protection of a similar nature and having equivalent or similar effect to any of them; in all the above cases, throughout the world, including countries which currently exist or are recognised in the future.
“Know-How” means formulae, methods, plans, inventions, discoveries, improvements, processes, performance methodologies, techniques, specifications, technical information, tests, results, reports, component lists, manuals and instructions.
“Term” means a period of twelve (12) months from the date of payment of Fees by the Client to the Company under this Agreement.
“Third-Party Interfaces” means third-party platforms, applications, and services (including but not limited to Memberspot, Skool, Google, Zoom) that integrate with, or are used in conjunction with, the Product.