TERMS OF USE
General Terms and Conditions
Updated 03.12.2024
These general terms and conditions of service (the “General Terms and Conditions”) are entered into by and between the entity set forth in the Order Form to obtain access to the Services (the “Customer”) and MEmob Plus – FZ- LLC Plus FZ-LLC, Office 206, 2nd Floor, Zee Building, Dubai Media City, P.O. Box 72184, Dubai, United Arab Emirates (“MEmob Plus – FZ- LLC Plus”), collectively referred to as the “Parties” or each a “Party”.
The agreement between Customer and MEmob Plus – FZ- LLC Plus (the “Agreement”) includes: (i) the order form, which contains details of the Customer’s order (the “Order Form”); (ii) these General Terms and Conditions; and (iii) MEmob Plus – FZ- LLC Plus data processing agreement which defines each Party’s obligations and responsibilities in relation to the personal data processed by MEmob Plus – FZ- LLC Plus (the “Data Processing Agreement”); as well as any annexes, exhibits, schedules or other documents attached to or expressly referred to by any of the foregoing.
Any inconsistencies in the Agreement shall be resolved in accordance with the following order of precedence:
- Order Form,
- Data Processing Agreement,
- General Terms and Conditions.
In the event of a conflict or ambiguity between these Terms and the applicable Service Order, the terms of the Service Order shall prevail.
The terms of the Insertion Order and these Conditions will together form the contract for the provision of the Services between MEmob and the Client (the “Agreement”). By signing the Insertion Order, the Client confirms that it has read and accepted these terms and conditions.
Occasional changes may occur to the Policies for valid reasons, such as improving existing functions or features or to ensure continued compliance with any existing laws. If material changes are made to the Policies, MEmob Plus – FZ- LLC Plus will provide Customer with notice as appropriate under the circumstances.
1. Definitions
“Adequate Country” means a country or territory recognized as providing an adequate level of protection for Personal Data under an adequacy decision or regulations made, from time to time, by (as applicable) (i) the European Commission and/or (ii) the UK Secretary of State.
“Allpings SaaS Platform” means the Company’s proprietary operational intelligence and marketing intelligence solutions through which the Services are provided.
“CCPA” means the California Consumer Privacy Act of 2018, as it may be amended from time to time, and any further final implementing regulations.
“Company Data” means any data (including reports) either derived from the MEmob Plus – FZ- LLC Plus FZ LLC Platform by the Customer or curated and provided to the Customer by the Company as part of the Services, including but not limited to (i) aggregated dataset created and customized from the MEmob Plus – FZ- LLC Plus FZ LLC Platform and based upon the Company’s analysis of the Customer Data; or (ii) Pseudonymized Data.
Excelate DSP means MEmob Plus – FZ- LLC Plus FZ LLC’s proprietary demand-side platform, enabling advertisers to plan, execute, and optimize digital advertising campaigns across multiple channels, including display, mobile, video, and connected TV, leveraging data-driven insights for audience targeting and campaign performance optimization.
“Stretch” means the Company’s attribution & measurement product and part of the Company’s marketing intelligence solution.
“Customer Data” means any data provided by the Customer in connection with the provision of Services, including any data received by or on behalf of the Customer from websites, mobile sites, mobile applications, or other digital media owned and/or operated by the Customer, its affiliates, customers, or other partners, wherein reference to ‘Customer’ includes, without limitation, its Users, but excluding all Company Data.
“Company Privacy Policy” means the Company’s privacy policy available at: https://MEmob Plus – FZ- LLC.com/privacy-policy/.
“Data Protection Laws” means applicable statutes, regulations, or other laws pertaining to information and security, including where applicable, the EU GDPR, the UK GDPR, the European e-Privacy Directive (Directive 2002/58/EC) and all national implementations (including but not limited to the Privacy and Electronic Communications (EC Directive) Regulations 2003), Applicable State Privacy Laws, and any other data protection and privacy laws applicable to any Personal Data processed under the Agreement, each as amended or replaced from time to time.
“Data Subject Request” means a request from or on behalf of a Data Subject to exercise any rights in relation to their Personal Data under Data Protection Laws.
“Derivative Data” shall mean all works and output created by the Customer through its usage of the Company Data and which does not contain any Company Data in its raw and unmodified form.
“EEA” means the European Economic Area.
“Engage” means the Company’s in-house demand side or activation platform (DSP), and part of the Company’s marketing intelligence solution.
“Enrichment” means the Company’s service which appends Company Data to Customer Data.
“Enquiry” means a complaint or request in relation to either party’s obligations under Data Protection Laws relevant to the Agreement, including but not limited to any compensation claim from a Data Subject or any notice, investigation, or other action from a supervisory authority.
“EU GDPR” means the EU’s Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
“EU SCCs” means the standard contractual clauses for international transfers of personal data to third countries set out in the European Commission’s Decision 2021/914 of 4th June 2021 (at https://data.europa.eu/eli/dec_impl/2021/914/oj) incorporating Module One for controller-to-controller transfers.
“Fees” shall mean all fees payable by the Customer for the provision of Services in accordance with these Terms, and as specified in the applicable Service Order.
“Industry Standards” means any of the following to which the Customer is subject from time to time: (i) the IAB Transparency and Consent Framework; and (ii) any applicable self-regulatory codes, rules, or guidelines, including the rules, codes, and guidelines of the European Interactive Digital Advertising Alliance, the Network Advertising Initiative.
2. Services Provided
2.1 AllPings SAAS Platform
The Company provides services through AllPings for the following purposes:
– Audience Segmentation: Build custom Audience Cards using behavioral, demographic, and location-based data streams.
– Analytics and Insights: Access heatmaps, real-time metrics, and audience tracking for performance measurement.
– Data Activation: Deploy curated audiences across digital channels to optimize campaign outcomes.
2.2 Excelate DSP
Through Excelate DSP, the Company provides services that include:
Programmatic Advertising:
-Execute campaigns via RTB auctions for premium Ad Inventory.
– Target users based on demographics, behaviors, interests, and geographic locations.
Campaign Optimization:
– Leverage machine learning tools to adjust bids and improve performance in real-time.
– Use A/B testing to refine creative assets and maximize ad engagement.
Reporting and Analytics:
– Generate detailed reports for campaign analysis and sharing with stakeholders.
2.3 STRETCH
STRETCH is MEmob Plus – FZ- LLC+’s proprietary measurement solution designed to enhance digital advertising campaigns by providing comprehensive cross-channel attribution and audience insights.
3. Intellectual Property Rights
Ownership. MEmob Plus – FZ- LLC Plus FZ LLC and/or its licensors (as applicable) retain all right, title, and interest in and to MEmob Plus – FZ- LLC Plus FZ LLC’s brands, trademarks, and logos, including but not limited to those associated with the Allpings, Stretch, Excelate DSP, and all other Services, including associated methods, processes, designs, analyses, materials, and information used in connection with the Services, and all Intellectual Property Rights thereto. Except for the licenses described herein, nothing herein shall be construed to assign or transfer any Intellectual Property Rights of one party to the other. The Customer shall (i) not remove notices and notations on Company Data that refer to copyrights, trademark rights, patent rights, and other intellectual property rights, (ii) promptly bring to the attention of MEmob Plus – FZ- LLC Plus FZ LLC any improper or wrongful use of any of MEmob Plus – FZ- LLC Plus FZ LLC’s Intellectual Property Rights which comes to the Customer’s notice, and provide all assistance as may be reasonably requested by MEmob Plus – FZ- LLC Plus FZ LLC in defending its Intellectual Property Rights. As between MEmob Plus – FZ- LLC Plus FZ LLC and the Customer, the Customer owns (or where applicable, must ensure it has a valid license to) the Customer Data and the Derivative Data.
Feedback. All suggestions or contributions for improving or otherwise modifying any of MEmob Plus – FZ- LLC Plus FZ LLC’s products or services (“Feedback”) provided by the Customer will be owned by MEmob Plus – FZ- LLC Plus FZ LLC, and the Customer assigns all rights in such Feedback to MEmob Plus – FZ- LLC Plus FZ LLC. Nothing in the Agreement will restrict MEmob Plus – FZ- LLC Plus FZ LLC’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit the Feedback, without compensating or crediting the Customer or the User in question. Notwithstanding anything to the contrary, Feedback will not be considered as Confidential Information.
Trademarks. The Customer authorizes MEmob Plus – FZ- LLC Plus FZ LLC to use its trade name, trademark, and logo for the purpose of listing the Customer in its general list of customers. Additionally, the Customer permits MEmob Plus – FZ- LLC Plus FZ LLC to issue press releases, create case studies on an anonymized basis, and provide quotes from time to time solely for MEmob Plus – FZ- LLC Plus FZ LLC’s marketing purposes, provided MEmob Plus – FZ- LLC Plus FZ LLC obtains the Customer’s prior written approval specific to such quotes, which approval shall not be unreasonably withheld or delayed. MEmob Plus – FZ- LLC Plus FZ LLC will comply with the Customer’s guidelines regarding the use of the Customer’s trademarks.
4. Grant of License and Scope of Use
4.1 License Grant: Subject to the full payment of the Fees and compliance with the provisions of this Agreement, MEmob Plus – FZ- LLC Plus FZ LLC grants the Customer a limited, non-transferable, non-exclusive, revocable, and non-sublicensable license for the Term to access and use the Licensed Product and Services for the Permitted Purposes specified below:
4.1.1 Audience Data, Including Allpings Services:
Where the Service Order specifies that device ID data (“MAID”) exports are not included, the data may only be used to target the Customer’s specific advertising campaigns for which the Company Data has been provided. It may also be used for analyzing the efficacy of those specific advertising campaigns in the marketing channels identified in the Service Order.
4.1.2 Measurement/Conversion Data, Including Stretch Services:
Such data may be used solely for analyzing the efficacy of specific advertising campaigns.
4.1.3 Foot Traffic and Insights Data: This data may be extracted from the Licensed Product solely for the following purposes:
(i) Analyzing and providing insights to third-party clients.
(ii) Creating reports, statements, or other outputs by combining the Licensed Product data with Customer or third-party data.
(iii) Drawing conclusions or making business decisions.
(iv) Conducting market research.
4.1.4 Other Usage: Any additional usage explicitly defined in a Service Order.
4.2 Ownership: All Intellectual Property Rights and proprietary methods, processes, designs, and materials within the Licensed Product remain with MEmob Plus – FZ- LLC Plus FZ LLC or its licensors. The Customer may not transfer or sublicense rights granted under this Agreement.
4.3 Monitoring and Compliance: MEmob Plus – FZ- LLC Plus FZ LLC reserves the right to monitor and audit the Customer’s usage of the Licensed Product to ensure adherence to the terms of this Agreement.Subject to full payment of the Fees and subject to the other provisions of this Agreement, the Customer is granted a limited, non-transferable, non-exclusive, revocable, and non-sublicensable licence, for the Term, to access and use the Company Data for the applicable Permitted Purpose and as set out in this Agreement.
4.4 Customer is not authorized to use any Services beyond those specifically granted in this Agreement. Without limiting the foregoing, Customer will not:
4.5 resell, sublicense or otherwise commercially exploit or make available to any third party, the AllPings Platform, including using the Allpings Platform for service bureau or time-sharing purposes;
4.6 share, publish, publicly display, or otherwise disclose or make available the Allpings Platform to any third party;
4.7 store, combine, comingle, or otherwise use the Allpings Platform, or any element thereof, to develop, enhance, or structure any database, or use the Services for purposes of segmenting, re-targeting, creating or supplementing user profiles or inventory profiles, interest categories, audience segmentations, or syndication;
4.8 copy, translate, decompile, reverse engineer or otherwise modify or make derivative works based upon any parts of the Services in order to build a competitive product or service;
4.9 use the Services and Company Data in an illegal or unethical manner;
4.10 create Internet ‘links’ to the Services or ‘frame’ or ‘mirror’ the Services on any other server or wireless or Internet-based device or interfere with or disrupt Company’s systems used to host the Services;
4.12 engage in web scraping or data scraping, including collection of information through any software that simulates human activity or any bot or web crawler; or
4.13 circumvent the user authentication/login provided to the Customer.
4.14 Where the Customer is using Allpings Services, if Customer uses any third-party advertisement serving or measurement platform on its behalf (“Partner”), the Partner will receive Pseudonymised Data. Customer agrees that it will not, and will procure that each Partner will not, share any Pseudonymised Data received from Company with third parties and that the Customer’s use of such Pseudonymised Data will be solely as permitted herein, and without limitation, the Customer will not use, transmit, combine, merge, sync, link, or analyse Pseudonymised Data with other Personal Data or make any other attempt to re-identify the individuals.
4.15 Customer must use the Services in a manner that is consistent with Customer’s privacy policy and compliant with all applicable laws, regulations and self-regulatory guidelines.
4.16 Subject to the terms of the Service Order, Customer may use each Service and access, store and otherwise process the Company Data for the applicable Permitted Purpose only, provided always that no more than the number of Users set out in the Service Order may access and use the Service and the Company Data for such Permitted Purpose. The Customer acknowledges and agrees that any use of any 4.1 4.17 Service and/or Customer Data beyond applicable the Permitted Purposes will be considered a material breach of the Agreement.
4.18 Company may without liability, terminate this Agreement upon notice to the Customer, or suspend Customer’s access to the Services without advance notice, if the Company, in its sole discretion, determines any breach of this Section
4.19 Company’s right to suspend the Services is in addition to other remedies that Company may have. Customer must notify Company immediately of any known or suspected unauthorized use of the Services or breach of its security and will use best efforts to stop the said breach.
4.20 In the event the Customer is granted a temporary, limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use the AllPings Platform and/or Company Data for the purpose of internal evaluation, such use is limited to an internal test environment and such license is provided on “as-is” basis without any representations and warranties from the Company. Unless Company has agreed otherwise in writing, the duration of the foregoing license is no more than 30 days. The Customer agrees and understands that it is not authorized to distribute, commercialize, or otherwise use in its production any part of the Company Data provided under this Section.
5. Confidentiality
5.1 Definition of Confidential Information:
“Confidential Information” includes, but is not limited to, the following items disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”):
5.1.1 Any document or information explicitly marked as ‘Confidential’;
5.1.2 Information orally designated as ‘Confidential’ at the time of disclosure, provided the designation is confirmed in writing within fifteen (15) business days;
5.1.3 Company Data and Customer Data, whether or not explicitly marked as confidential; and
5.1.4 Any other non-public, sensitive information that the Receiving Party should reasonably consider confidential or a trade secret.
Notwithstanding the above, Confidential Information does not include information that:
5.1.5 Is lawfully in the Receiving Party’s possession prior to disclosure without restrictions;
5.1.6 Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information;
5.1.7 Becomes publicly known through no wrongful action or inaction;
5.1.8 Is disclosed to the Receiving Party by a third party with the right to disclose such information; or
5.1.9 Is approved for release in writing by the Disclosing Party.
5.2 Obligations of the Receiving Party:
The Receiving Party must:
5.2.1 Use Confidential Information solely to fulfill its obligations under this Agreement or as otherwise permitted in writing.
5.2.2 Exercise reasonable care (at least the same level of care it applies to its own confidential information) to safeguard Confidential Information from unauthorized use, access, or disclosure.
5.2.3 Limit disclosure to only those employees, agents, or contractors who need to know and who are bound by confidentiality obligations.
5.3 Permitted Disclosures:
Confidential Information may be disclosed:
5.3.1 If authorized in writing by the Disclosing Party;
5.3.2 If required by law or regulation, with reasonable prior notice to the Disclosing Party where permitted by law;
5.3.3 To establish rights in a legal dispute between the parties; or
5.3.4 As necessary to provide Services to the Customer.
5.4 Return or Destruction:
Upon termination or expiration of the Agreement, the Receiving Party shall return all Confidential Information to the Disclosing Party or certify its destruction within ten (10) days, except as otherwise required for legal or regulatory compliance.
5.5 Survival of Obligations:
Confidentiality obligations will survive the termination of this Agreement for a period of three (3) years, unless superseded by applicable law.
5.6 Special Conditions for Company Data:
Company Data, along with the terms and pricing of the Service Order, constitutes Confidential Information of MEmob Plus – FZ- LLC Plus FZ LLC. The Customer must:
5.6.1 Protect such data with at least the same degree of care as its own Confidential Information (but not less than reasonable care);
5.6.2 Ensure that Company Data is kept distinct from other data held by the Customer;
5.6.3 Take reasonable technical and organizational measures to prevent unauthorized access, misuse, or disclosure; and
5.6.4 Be liable for breaches by its employees, agents, or representatives.
6. Warranties
6.1 Company’s Warranties:
MEmob Plus – FZ- LLC Plus FZ LLC represents and warrants that it has all rights necessary to provide the Services and grant the licenses as set forth in this Agreement. These representations and warranties do not apply to the extent any infringement arises out of:
6.1.1 The Customer’s breach of its obligations under this Agreement; or
6.1.2 The Customer’s modification of the Licensed Product or its use in combination with any unauthorized product or service. In the event of a breach of this warranty, MEmob Plus – FZ- LLC Plus FZ LLC shall, within a reasonable time and at its own expense:
6.1.3 Secure for the Customer the right to continue using the Services;
6.1.4 Modify the Services to make them non-infringing; or
6.1.5 Terminate the infringing features of the Services and refund to the Customer any prepaid Fees for such features, proportionate to the remainder of the Term.
The above remedies represent MEmob Plus – FZ- LLC Plus FZ LLC’s sole liability, and the Customer’s sole remedy, for breach of this warranty.
6.2 Customer’s Warranties:
The Customer represents and warrants that:
6.2.1 It has the full right and authority to enter into and perform its obligations under the Agreement;
6.2.2 It is authorized to conduct business under applicable laws;
6.2.3 It has the authority to provide Customer Data and Marketing Material as required under this Agreement;
6.2.4 The Customer Data and Marketing Materials are complete, accurate, and do not infringe on any third-party rights, including intellectual property, privacy, or publicity rights;
6.2.5 The Marketing Materials comply with applicable advertising laws and are not misleading, obscene, defamatory, or otherwise objectionable;
6.2.6 It will comply with MEmob Plus – FZ- LLC Plus FZ LLC’s advertising guidelines in effect at the time;
6.2.7 It will not knowingly provide inaccurate information about Users or Customer Data;
6.2.8 Its performance of this Agreement will not cause MEmob Plus – FZ- LLC Plus FZ LLC to infringe on any third-party rights; and
6.2.9 It will comply with all applicable laws and regulations relating to its use of the Services.ullamcorper mattis, pulvinar dapibus leo.
6.3 Implied Warranties:
The Customer acknowledges and agrees that the Services are provided on an “as-is” and “as available” basis, without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, or reliability. The Customer accepts full responsibility for its use of the Services and any reliance placed upon them.
MEmob Plus – FZ- LLC Plus FZ LLC shall not be liable for:
6.3.1 Interruptions, delays, or other issues inherent in the use of communication networks, including the internet;
6.3.2 Losses resulting from viruses, worms, or other harmful components encountered through the Services; or
6.3.3 Unavailability of the Services due to maintenance, updates, or unforeseen events.
6.4 Company Data:
Company Data is derived from third-party sources, and its accuracy or completeness is not guaranteed. MEmob Plus – FZ- LLC Plus FZ LLC uses statistical models and predictive techniques, which may not always yield accurate results. The Customer acknowledges that:
6.4.1 Company Data may become outdated or less reliable due to changing conditions;
6.4.2 MEmob Plus – FZ- LLC Plus FZ LLC is not obligated to update Company Data unless explicitly agreed upon in a Service Order; and
6.4.3 Any updates provided under a Service Order will be included in the definition of “Company Data.”
7. Indemnities
7.1 Customer’s Indemnities:
The Customer shall indemnify, defend, and hold harmless MEmob Plus – FZ- LLC Plus FZ LLC, its affiliates, shareholders, licensors, customers, officers, and employees from any claims, damages, penalties, fines, or liabilities (including attorneys’ fees and legal costs) arising out of:
7.1.1 MEmob Plus – FZ- LLC Plus FZ LLC’s receipt, use, or possession of Customer Data or Marketing Materials;
7.1.2 Any violation of this Agreement by the Customer, including breach of warranties or obligations related to confidentiality and Customer Data;
7.1.3 Breach of applicable data privacy laws or regulations, including:
- (i) Misuse of Company Data for targeting sensitive locations, such as medical facilities, correctional facilities, religious organizations, or shelters.
- (ii) Associating Company Data with locations of LGBTQ+ services, public demonstrations, or private residences.
7.1.4 Infringement of any third-party intellectual property rights by the Customer;
7.1.5 Wilful misconduct or gross negligence by the Customer;
7.1.6 Fraudulent or unlawful acts by the Customer;
7.1.7 The Customer’s use of the Services or Company Data not complying with applicable laws, causing third-party claims of intellectual property infringement or other violations; and
7.1.8 Breaches of confidentiality obligations.
The Customer is responsible for legal fees, court costs, and settlements related to any such claims. MEmob Plus – FZ- LLC Plus FZ LLC retains the right to reject settlements that admit wrongdoing or impose ongoing obligations without prior written consent. The Customer also acknowledges liability for the actions of its Users and any unauthorized use of the Services through its account.
7.2 Company’s Indemnities:
MEmob Plus – FZ- LLC Plus FZ LLC shall defend the Customer against any third-party claim, suit, or proceeding alleging:
7.2.1 The Licensed Product directly infringes third-party copyrights or trademarks; or
7.2.2 MEmob Plus – FZ- LLC Plus FZ LLC has misappropriated third-party trade secrets.
MEmob Plus – FZ- LLC Plus FZ LLC will cover damages awarded by a court or agreed to in a settlement. These obligations do not apply if the claim arises from:
7.2.3 The Customer’s breach of the Agreement;
7.2.4 Unauthorized modifications to the Services;
7.2.5 The Customer Data; or
7.2.6 Third-party products or combinations of such products with the Services.
If such a claim arises, MEmob Plus – FZ- LLC Plus FZ LLC may, at its discretion:
7.2.7 Secure the Customer’s right to continue using the Services;
7.2.8 Modify the Services to eliminate infringement; or
7.2.9 Terminate the Service Order, requiring the erasure of Company Data while refunding any prepaid Fees proportionate to the unused Term.
MEmob Plus – FZ- LLC Plus FZ LLC will not be liable if the Customer fails to:
7.2.10 Notify MEmob Plus – FZ- LLC Plus FZ LLC promptly of the claim, where such delay prejudices defense efforts;
7.2.11 Provide reasonable assistance in defending or settling the claim;
7.2.12 Grant MEmob Plus – FZ- LLC Plus FZ LLC exclusive control over the defense or settlement; or
7.2.13 Refrain from making admissions about the claim without MEmob Plus – FZ- LLC Plus FZ LLC’s written consent.
The remedies provided in this section are the Customer’s sole recourse for infringement claims.
8. Limitation of Liability
8.1 Exclusion of Indirect Damages:
Neither party shall be liable for any:
8.1.1 Indirect, incidental, special, consequential, or punitive damages, even if advised of the possibility of such damages;
8.1.2 Loss of revenue, profits, or business opportunities;
8.1.3 Loss of reputation or goodwill;
8.1.4 Loss or corruption of software or data; or
8.1.5 Use of the Services in a manner inconsistent with this Agreement, except in cases of willful misconduct or fraud.
8.2 Limitation of Company’s Liability:
MEmob Plus – FZ- LLC Plus FZ LLC’s total liability for all losses, claims, actions, and expenses arising out of or related to the Agreement during any twelve (12) month period shall not exceed the greater of:
8.2.1 The total Fees paid by the Customer under the Service Order during the preceding twelve (12) months; or
8.2.2 $20,000 (USD), notwithstanding the failure of essential purpose of any remedy.
8.3 Applicability of Limitations:
The limitations of liability set forth in this Section 8 apply:
8.3.1 Regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise;
8.3.2 Even if such damages were foreseeable or the Customer’s remedies fail their essential purpose; and
8.3.3 To MEmob Plus – FZ- LLC Plus FZ LLC’s affiliates, licensors, suppliers, agents, directors, officers, employees, consultants, and other representatives.
8.4 Exclusions to Limitations:
Nothing in this Agreement limits or excludes either party’s liability for:
8.4.1 Willful misconduct or fraud; or
8.4.2 Any other liability that cannot lawfully be excluded or limited under applicable law.
8.5 Compliance with Applicable Law:
If applicable law limits the enforceability of this Section 8, MEmob Plus – FZ- LLC Plus FZ LLC’s liability shall be limited to the maximum extent permissible under such law.
9. Data Privacy
The parties agree that both MEmob Plus – FZ- LLC Plus FZ LLC and the Customer act as independent controllers when processing Personal Data. The Customer shall:
9.1 For Customers registered in the EEA, the EU Standard Contractual Clauses (SCCs) for controller-to-controller transfers (Module 1) (C(2021) 3972) are incorporated by reference as follows:
- Clause 7 shall be omitted.
- In Clause 11, the right to lodge a complaint with an independent dispute resolution body shall not be included.
- For the purposes of Clause 13, the Data Exporter is established in an EU Member State.
- For clause 17, Option 1, the parties agree on Spanish law and for clause 18 (d) on the courts of of Spain.
- The annexes of the SCCs shall be populated with the information set out in the Agreement.
- The technical and organisational measures result from Annex 2.
In the event of any inconsistency, the provisions of the SCCs shall prevail.
9.2 Comply with applicable Data Protection Laws in respect of performance and/or exercise of rights under the Agreement and only process Personal Data in accordance with the Permitted Purposes; and
9.3 Notify MEmob Plus – FZ- LLC Plus FZ LLC no later than five (5) business days following any determination by the Customer that it or its subcontractor(s) cannot meet their obligations under applicable Data Protection Laws.
9.4 Points of Contact:
Each party shall designate an individual authorized to respond to inquiries regarding Personal Data and will deal with such inquiries within a reasonable time.
9.5 Sensitive Personal Data:
The Customer shall not collect, transmit, process, store, or make available any Sensitive Personal Data through its use of the Services. Sensitive Personal Data includes, but is not limited to, data revealing racial or ethnic origin, political opinions, religious beliefs, health, and other protected categories under applicable Data Protection Laws.
9.6 Privacy Policy Compliance:
The Customer shall:
9.6.1 Only input lawfully collected Personal Data into the Allpings platform;
9.6.2 Display and comply with a privacy policy that aligns with applicable Data Protection Laws;
9.6.3 Ensure the policy provides clear, meaningful, and prominent notice to Data Subjects;
9.6.4 Obtain valid consents where required, namely for Customers registered in the European Economic Area (EEA) and for data relating to users from the EEA; and
9.6.5 Provide mechanisms for Data Subjects to opt out of data processing, interest-based advertising, or further sale of Personal Data, where applicable.
9.7 Validation of Compliance:
MEmob Plus – FZ- LLC Plus FZ LLC may request:
9.7.1 Screenshots of the Customer’s consent mechanisms, opt-out processes, and privacy policies; and
9.7.2 A written explanation of compliance with Data Protection Laws.
If MEmob Plus – FZ- LLC Plus FZ LLC finds deficiencies, it may suggest reasonable adjustments to align with Industry Standards and Data Protection Laws.
9.8 Data Subject Requests and Enquiries:
Both parties may respond directly to Data Subject Requests. If a request pertains to data processed by the other party, the receiving party shall provide reasonable assistance to enable compliance.
9.9 Data Breach Notifications:
The Customer must notify MEmob Plus – FZ- LLC Plus FZ LLC promptly of any Personal Data Breach involving the Services and cooperate to address and mitigate the breach.
9.10 Data Transfers:
If a new data transfer mechanism supersedes the EU SCCs or UK Approved Addendum, the parties shall evaluate its sufficiency and incorporate it into the Agreement if agreed.
9.11 Audits and Verification:
MEmob Plus – FZ- LLC Plus FZ LLC reserves the right to:
9.11.1 Request evidence of the Customer’s compliance with Data Protection Laws; and
9.11.2 Conduct audits of the Customer’s data privacy practices with fourteen (14) days’ prior written notice.
9.12 Customer Data Requirements:
The Customer must scrub Personal Data from all Customer Data before sharing it with MEmob Plus – FZ- LLC Plus FZ LLC unless disclosure is essential and prior notice is provided. Any Personal Data shared must include proper consents and compliance documentation.
9.13 Prohibition of Data Combination:
The Customer must not combine Company Data with third-party data to directly identify individuals or Data Subjects.
9.14 Privacy Policy Acknowledgment:
By using the Services, the Customer acknowledges and agrees to the processing, use, and disclosure of Customer Data per MEmob Plus – FZ- LLC Plus FZ LLC’s Privacy Policy. The Privacy Policy does not cover third-party services linked to the Allpings platform.
9.15 Termination will not affect any rights or obligations that accrued prior to the effective date of termination.
10. Termination
10.1 Termination by MEmob Plus – FZ- LLC Plus FZ LLC:
MEmob Plus – FZ- LLC Plus FZ LLC may terminate this Agreement or any Service Order by giving fifteen (15) days’ written notice if the Customer:
10.1.1 Breaches any material provision of this Agreement, and such breach is not cured within fifteen (15) days after receiving written notice; or
10.1.2 Repeatedly or persistently breaches the terms of this Agreement, regardless of whether the individual breaches are cured.
10.2 Termination by Customer:
The Customer may terminate this Agreement or any Service Order by giving written notice to MEmob Plus – FZ- LLC Plus FZ LLC if MEmob Plus – FZ- LLC Plus FZ LLC:
10.2.1 Materially breaches its obligations under this Agreement and fails to remedy such breach within fifteen (15) days after receiving written notice; or
10.2.2 Ceases to provide the Services for reasons not attributable to Force Majeure.
10.3 Effect of Termination:
Upon termination or expiration of the Agreement or any Service Order:
10.3.1 All Fees accrued up to the termination or expiration date become immediately due and payable;
10.3.2 All licenses granted to the Customer under this Agreement shall terminate;
10.3.3 The Customer must cease all use of the Services and delete, destroy, or return all copies of Company Data in its possession or control. The Customer must certify the deletion or destruction in writing through an authorized officer; and
10.3.4 Termination or expiration will not affect rights, obligations, or liabilities that accrued prior to termination or expiration or that are intended to survive.
10.4 Survival:
The provisions of this Agreement that, by their nature, are intended to survive termination or expiration shall remain in effect. These include, but are not limited to, clauses relating to payment obligations, confidentiality, data security, intellectual property rights, compliance, indemnities, limitation of liability, and privacy.
Here is the adjusted Compliance Audit section after reviewing and aligning it with the uploaded document:
10 Compliance Audit
10.1 Records Maintenance:
The Customer will maintain accurate records of its use of the Services and all consents obtained from its Users throughout the Term.
10.2 Audit Rights:
In the event of:
10.2.1 A third-party request authorized under applicable law that requires MEmob Plus – FZ- LLC Plus FZ LLC to provide information or audit records related to Customer Data or the Customer’s use of Company Data; or
10.2.2 MEmob Plus – FZ- LLC Plus FZ LLC’s determination that an audit is necessary for any reason,
the Customer shall permit MEmob Plus – FZ- LLC Plus FZ LLC, its authorized third-party representative, or an independent external auditor approved by both parties to inspect and audit Customer’s records related to the scope of the request or determination. These audit rights will remain valid during the Term and for two (2) years thereafter.
10.3 Notification and Timing:
Audits shall be subject to the following:
10.3.1 MEmob Plus – FZ- LLC Plus FZ LLC shall provide at least five (5) business days’ prior written notice, unless otherwise required by law;
10.3.2 Audits shall be conducted during the Customer’s regular business hours and in a manner that minimizes disruption to the Customer’s normal operations.
10.4 Remediation of Non-Compliance:
The Customer shall:
10.4.1 Promptly address any non-compliance identified during the audit, within fifteen (15) days of the audit findings or within the timeframe required by applicable law, whichever is shorter; and
10.4.2 Reimburse MEmob Plus – FZ- LLC Plus FZ LLC for reasonable audit costs if the audit reveals material non-compliance, including any material underpayment of Fees.
10.5 Payment Obligations:
If the audit identifies an underpayment of Fees, the Customer shall remit the owed amount to MEmob Plus – FZ- LLC Plus FZ LLC within ten (10) business days of receiving notice of the underpayment.
11. Miscellaneous
11.1 Third-Party Products:
The Services may include third-party products, services, or data licensed to MEmob Plus – FZ- LLC Plus FZ LLC (“Third-Party Products”). These may be embedded, integrated, or linked within the Services. The Agreement does not govern access to such Third-Party Products, which shall be subject to the terms and conditions specific to those products (“Third-Party Product Terms”). By using Third-Party Products, the Customer agrees to those terms. MEmob Plus – FZ- LLC Plus FZ LLC shall not be liable for disputes or breaches related to Third-Party Product Terms.
11.2 Insurance:
The Customer shall maintain commercial general liability insurance with a minimum limit of $5,000,000 (USD) from a reputable insurer. Upon written request, the Customer shall provide proof of this insurance to MEmob Plus – FZ- LLC Plus FZ LLC.
11.3 Force Majeure:
Neither party shall be liable for delays or failures caused by events beyond their reasonable control, including but not limited to labor disputes, internet or telecommunication failures, natural disasters, war, acts of terrorism, and government actions. Such performance will be excused for the duration of the Force Majeure event.
11.4 Assignment:
The Customer may not assign, transfer, resell, or sublicense its rights or obligations under this Agreement without prior written consent from MEmob Plus – FZ- LLC Plus FZ LLC. Any attempt to do so without consent will be null and void.
11.5 Governing Law and Jurisdiction:
This Agreement shall be governed by the laws of the DIFC (Dubai International Financial Center). Any disputes shall be resolved by the DIAC (Dubai International Arbitration Centre) unless otherwise specified. If any provision of the Agreement is found unenforceable, the remaining provisions shall remain in effect.
11.6 Injunctive Relief:
Either party may seek injunctive relief or other equitable remedies in cases of actual or threatened breaches of provisions related to intellectual property, confidentiality, or data protection. Monetary damages may not suffice to remedy such breaches.
11.7 Notices:
Notices under this Agreement shall be deemed delivered:
11.7.1 Upon delivery, if sent by courier or hand-delivered;
11.7.2 Three (3) days after being sent by registered or certified mail; or
11.7.3 If sent electronically, upon confirmation of successful transmission. Notices shall be sent to the addresses specified in the Service Order or as otherwise designated in writing.
11.8 Entire Agreement:
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Amendments shall be valid only if made in writing and signed by both parties.
11.9 Severability:
If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision will be revised only as necessary to make it enforceable.
11.10 Waiver:
The failure of either party to enforce any right or provision shall not constitute a waiver of that right or provision.
11.11 Relationship of Parties:
This Agreement does not create a partnership, joint venture, or employment relationship between the parties. Neither party may bind or obligate the other.
