Terms of Service

IMPORTANT NOTICE

THESE TERMS OF SERVICE (the "Agreement") GOVERN YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY GENUDO (the "Company", "we", "us", or "our"). BY (A) CREATING AN ACCOUNT, (B) PURCHASING A SUBSCRIPTION, (C) CLICKING "I ACCEPT" OR A SIMILAR BUTTON, OR (D) ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer" or "you"). SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. DEFINITIONS

1.1 "Service" means Genudo's cloud-based artificial intelligence platform providing AI-powered sales agents for customer engagement, lead management, and conversational automation across multiple communication channels, including all associated features, tools, documentation, and updates.

1.2 "AI Agents" means the artificial intelligence-powered conversational agents configured by Customer to interact with end users across various communication channels.

1.3 "Workspace" means a distinct environment within the Service where Customer can organize teams, pipelines, opportunities, and AI agents, accessible via a unique subdomain (e.g., [customer].genudo.ai).

1.4 "User" means any individual authorized by Customer to access and use the Service, including administrators, developers, sales managers, and moderators within Customer's Workspace(s).

1.5 "Subscription Period" means the period for which Customer has purchased access to the Service, as specified in the applicable Order.

1.6 "Order" means the subscription plan selected by Customer through Genudo's website, including details of pricing, subscription tier, and Subscription Period.

1.7 "Customer Data" means all data, content, information, and materials provided, uploaded, or generated by Customer or Users through use of the Service, including opportunity data, conversation histories, contact information, and User Submissions.

1.8 "User Submissions" means any content, configurations, customizations, or data that Customer or Users input, upload, configure, or otherwise provide to the Service, including AI agent instructions, pipeline configurations, stage settings, and customer communications.

1.9 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws in the regions where Customer operates, including but not limited to the UAE Federal Data Protection Law, Saudi Arabia Personal Data Protection Law (PDPL), Egypt Data Protection Law, and EU General Data Protection Regulation (GDPR).

1.10 "Communication Channels" means third-party messaging and communication platforms integrated with the Service, including WhatsApp Business, Facebook Messenger, Telegram, Gmail, Instagram, and other channels as may be added from time to time.

2. THE SERVICE

2.1 Service Description

Genudo provides a comprehensive AI-powered sales agent platform designed specifically for small and medium enterprises (SMEs) in the Middle East and North Africa (MENA) region. The Service enables Customer to:

(a) Create and manage multiple Workspaces with team-based access controls;

(b) Deploy AI-powered sales agents that operate 24/7 across multiple Communication Channels;

(d) Configure AI agent personas, instructions, and behaviors tailored to Customer's business;

(e) Automate customer engagement, follow-ups, and lead qualification processes;

(f) Monitor conversations, track performance metrics, and analyze usage;

(g) Invite and manage team members with role-based permissions (Admin, Developer, Sales Manager, Moderator);

(h) Connect and manage third-party Communication Channels;

(i) Access reporting, analytics, and conversation history; and

(j) Utilize additional features and functionality as described in the Service documentation.

The Service supports both Arabic and English languages and is designed to align with business practices and cultural norms prevalent in the MENA region.

2.2 Subscription and Access Rights

Subject to Customer's compliance with this Agreement and payment of applicable Fees, Genudo grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Period solely for Customer's internal business purposes. This license includes the right to:

(a) Create one or more Workspaces (subject to subscription tier limits);

(b) Invite and authorize Users to access the Service;

(d) Integrate the Service with Customer's approved Communication Channels; and

(e) Access Customer Data and export it in accordance with the Service's export functionality.

2.3 Genudo's Ownership

Genudo retains all rights, title, and interest (including all intellectual property rights) in and to:

(a) The Service, including all underlying software, algorithms, models, and AI technology;

(b) All documentation, templates, and materials provided by Genudo;

(d) Aggregated and anonymized usage data derived from Customer's use of the Service; and

(e) The Genudo name, logo, trademarks, and branding.

No implied licenses are granted under this Agreement. All rights not expressly granted to Customer are reserved by Genudo.

2.4 Workspaces and Team Management

(a) Workspace Creation: Customer may create multiple Workspaces subject to the limits of Customer's subscription tier. Each Workspace operates independently with its own teams, pipelines, opportunities, and settings.

(b) Subdomain Assignment: Each Workspace is assigned a unique subdomain (e.g., [name].genudo.ai). Subdomain availability is subject to first-come, first-served basis. Genudo reserves the right to reclaim inactive or inappropriate subdomains.

(c) Team Hierarchy: Within each Workspace, Customer may organize Users into teams and assign role-based permissions. Customer is solely responsible for managing User access, permissions, and team assignments.

(d) Role-Based Access Control: The Service provides four user roles with distinct permissions:

Admin: Full access to all Workspace features, settings, and user management
Developer: Access to edit pipelines, stages, AI configurations, and connected accounts
Sales Manager: Access to manage opportunities, pipelines (view/edit), inbox, and contacts
Moderator: Access limited to inbox for monitoring and responding to conversations

Customer is responsible for assigning appropriate roles and ensuring Users comply with this Agreement.

2.5 AI Agent Configuration and Behavior

(a) Customer is solely responsible for configuring AI Agents, including defining personas, instructions, response behaviors, stage actions, and follow-up sequences.

(b) Genudo's AI technology is designed to generate responses based on Customer's configurations and training data. While Genudo strives to provide accurate and helpful AI responses, Genudo does not guarantee that AI Agents will always provide accurate, appropriate, or error-free responses.

(c) Customer acknowledges that AI-generated content is probabilistic in nature and may occasionally produce unexpected, inaccurate, or inappropriate outputs. Customer is responsible for monitoring AI Agent interactions and implementing appropriate safeguards.

(d) Customer must not configure AI Agents to:

Provide medical, legal, financial, or other professional advice unless Customer has appropriate qualifications and disclaimers in place;
Impersonate real individuals or misrepresent the identity of the AI Agent;
Generate content that is unlawful, harmful, fraudulent, deceptive, or violates third-party rights;
Engage in practices that violate the terms of service of integrated Communication Channels; or
Violate applicable laws, regulations, or industry standards in Customer's jurisdiction.

2.6 Service Availability and Support

(a) Genudo will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, subject to scheduled maintenance and unplanned downtime.

(b) Genudo provides customer support via email and in-app messaging. Support response times vary by subscription tier as specified in the Service documentation.

(c) Genudo reserves the right to modify, suspend, or discontinue any aspect of the Service (including features, functionality, or integrations) with reasonable advance notice to Customer, except where immediate action is necessary for security, legal compliance, or technical reasons.

3. CUSTOMER OBLIGATIONS AND RESTRICTIONS

3.1 Account Security

Customer is responsible for:

(a) Maintaining the confidentiality of all account credentials, passwords, and access tokens;

(b) All activities that occur under Customer's account, including actions by Users and AI Agents;

(d) Implementing appropriate security measures for User devices and networks; and

(e) Ensuring that all Users are aware of and comply with this Agreement.

3.2 Acceptable Use Restrictions

Customer agrees not to, and will not permit Users or third parties to:

(a) Reverse Engineer: Modify, translate, reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or underlying ideas of the Service;

(b) Circumvent Limitations: Attempt to circumvent or disable any security features, usage limits, or access controls of the Service;

Violates applicable laws, regulations, or third-party rights;
Infringes intellectual property rights;
Contains or distributes malware, viruses, or harmful code;
Engages in fraud, spam, phishing, or deceptive practices;
Harasses, threatens, or harms individuals;
Violates the terms of service of Communication Channels;

(d) Competitive Use: Use the Service to develop, support, or operate products or services competitive with Genudo;

(e) Excessive Use: Engage in activity that significantly degrades Service performance for other customers, including denial-of-service attacks, excessive API calls, or resource-intensive operations outside normal use patterns;

(f) Data Scraping: Use automated tools to extract, scrape, or harvest data from the Service beyond Customer's own Customer Data;

(g) Resale or Redistribution: Sublicense, sell, rent, lease, or otherwise commercially exploit the Service to third parties, except as expressly permitted for Customer's internal business use;

(h) Prohibited Content: Upload, transmit, or process through the Service any content that:

Violates Islamic law (Sharia) in jurisdictions where such compliance is required (e.g., pornographic content, gambling, alcohol promotion in Saudi Arabia, UAE);
Contains hate speech, discrimination, or incitement to violence;
Violates data protection laws or third-party privacy rights;
Infringes copyrights, trademarks, or other intellectual property;

(i) Unauthorized Access: Attempt to gain unauthorized access to other customers' data, workspaces, or Genudo's systems;

(j) Remove Notices: Remove, obscure, or alter any proprietary notices, trademarks, or branding displayed in the Service.

3.3 Compliance with Laws

Customer represents, warrants, and covenants that:

(a) Customer's use of the Service complies with all applicable laws, regulations, and industry standards in the jurisdictions where Customer operates, including but not limited to:

Data protection and privacy laws (UAE Federal Data Protection Law, Saudi PDPL, Egypt Data Protection Law, GDPR, etc.);
Consumer protection laws;
Anti-spam and electronic communication regulations;
Telecommunications regulations;
Cybersecurity requirements;
Financial services regulations (if applicable);
Islamic finance and Sharia compliance requirements (where applicable);

(b) Customer has obtained all necessary licenses, permits, consents, and approvals required to operate its business and use the Service in its jurisdiction;

(d) All User Submissions and Customer Data comply with applicable laws and do not infringe third-party rights.

3.4 Data Quality and Accuracy

Customer is responsible for:

(a) The accuracy, quality, and legality of all Customer Data and User Submissions;

(b) Ensuring that all contact information and customer data uploaded to the Service has been lawfully obtained with appropriate consents;

(d) Verifying that AI Agent configurations and instructions produce appropriate outputs before deploying to production use.

4. COMMUNICATION CHANNELS AND THIRD-PARTY SERVICES

4.1 Third-Party Integrations

The Service enables Customer to integrate with various third-party Communication Channels and services ("Third-Party Services"). These integrations are provided to enhance Customer's use of the Service.

4.2 Customer Responsibilities for Third-Party Services

Customer acknowledges and agrees that:

(a) Customer must separately agree to the terms of service, privacy policies, and other requirements of each Third-Party Service provider;

(b) Customer is responsible for maintaining valid accounts and credentials with Third-Party Service providers;

(d) Customer must obtain all necessary permissions and consents from Third-Party Service providers to integrate with Genudo's Service;

(e) Genudo acts only as a technical intermediary and does not control Third-Party Services;

(f) Third-Party Services may charge separate fees, which are Customer's sole responsibility;

(g) Interruptions, suspensions, or changes to Third-Party Services may affect the Service's functionality, and Genudo is not liable for such impacts;

(h) Customer must ensure that its use of Communication Channels complies with applicable regulations, including telecommunications laws and marketing communication regulations in the MENA region.

4.3 Communication Channel Compliance

For Communication Channels commonly used in the MENA region (WhatsApp Business, Facebook Messenger, Telegram, etc.), Customer specifically agrees to:

(a) Only send messages to individuals who have provided appropriate opt-in consent;

(b) Provide clear opt-out mechanisms in all automated communications;

(d) Not engage in spam or unsolicited marketing communications;

(e) Comply with telecommunications regulations in Customer's operating jurisdiction, including but not limited to Saudi Arabia's Communications and Information Technology Commission (CITC) regulations, UAE Telecommunications and Digital Government Regulatory Authority (TDRA) regulations, and Egypt's National Telecommunications Regulatory Authority (NTRA) regulations.

4.4 No Endorsement; Disclaimers

Genudo does not endorse any Third-Party Services. Genudo expressly disclaims all warranties, representations, and liability concerning Third-Party Services. Any issues, disputes, or claims arising from Third-Party Services must be directed to the respective third-party provider.

5. DATA PROTECTION AND PRIVACY

5.1 Data Protection Laws

Both parties acknowledge that the processing of Personal Data is subject to applicable data protection laws, including but not limited to:

(a) UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data;

(b) Saudi Arabia Personal Data Protection Law (PDPL) (Royal Decree No. M/19);

(d) Bahrain Personal Data Protection Law (Law No. 30 of 2018);

(e) European Union General Data Protection Regulation (GDPR) (for European data subjects); and

(f) Any other applicable data protection, privacy, or cybersecurity laws in the jurisdictions where Customer operates.

5.2 Data Processing Roles

(a) Customer as Data Controller: Customer is the data controller (or equivalent under applicable law) for all Personal Data processed through the Service. Customer is responsible for:

Determining the purposes and means of processing Personal Data;
Obtaining all necessary consents and authorizations from data subjects;
Providing required privacy notices to data subjects;
Responding to data subject requests (access, deletion, rectification, etc.);
Ensuring lawful bases exist for all processing activities;
Complying with data subject rights under applicable laws;

(b) Genudo as Data Processor: Genudo acts as a data processor (or equivalent) and processes Personal Data solely on Customer's documented instructions and in accordance with this Agreement and applicable data protection laws.

5.3 Data Processing Agreement

The parties' data processing obligations are governed by Genudo's Data Processing Agreement ("DPA"), which is available at [https://genudo.ai/legal/dpa] and is incorporated into this Agreement by reference. The DPA includes:

(a) Details of data processing activities and data categories;

(b) Security measures and safeguards;

(d) Data subject rights procedures;

(e) Data breach notification procedures;

(f) Cross-border data transfer mechanisms; and

(g) Audit rights and compliance obligations.

5.4 Data Residency and Localization

(a) General Data Storage:

Genudo stores and processes Customer Data in data centers located in the European Union and/or the Middle East region. The specific data center location depends on Customer's subscription tier and may be selected during onboarding.

(b) Saudi Arabia Data Residency Requirements:

For Customers operating in or serving customers in the Kingdom of Saudi Arabia:

(i) In compliance with Saudi Arabia's data localization requirements under the Personal Data Protection Law (PDPL), all Personal Data of Saudi residents must be processed and stored within the geographical boundaries of Saudi Arabia, unless an exception applies;

(ii) Customer acknowledges that Genudo currently utilizes data centers located in the UAE and EU regions. Genudo is actively working to establish local data residency options for Saudi Arabia customers;

(iii) Until local data storage within Saudi Arabia becomes available, Customer may:

Request that their data be stored in Genudo's UAE data center (closest regional option);
Work with Genudo to implement hybrid or on-premises deployment options where technically feasible;
Acknowledge and accept the temporary cross-border data transfer with appropriate safeguards in place;

(iv) Customer is responsible for conducting a Data Protection Impact Assessment (DPIA) and obtaining any required approvals from the Saudi Data & Artificial Intelligence Authority (SDAIA) before using the Service if Customer processes Personal Data of Saudi residents;

(v) Genudo will notify Customer with reasonable advance notice when local Saudi Arabia data residency options become available and will assist with data migration if Customer elects to utilize such options.

For Customer Data originating from the UAE and other GCC countries, data may be processed and stored in regional data centers (UAE, Bahrain) or EU data centers in compliance with applicable data protection laws and with appropriate cross-border transfer safeguards.

(d) Egypt and Other MENA Countries:

Customer Data from Egypt and other MENA countries may be stored in EU or regional data centers with appropriate legal mechanisms for cross-border transfers as required by applicable laws.

(e) Data Sovereignty Options:

Genudo offers data residency selection options for eligible subscription tiers. Customer may request specific data center locations during account setup or by contacting Genudo's support team. Additional fees may apply for dedicated data residency options.

5.5 Security Measures

Genudo implements and maintains reasonable technical and organizational security measures to protect Customer Data, including:

(a) Encryption of data in transit (TLS 1.2+) and at rest (AES-256);

(b) Access controls and authentication mechanisms;

(d) Employee training and confidentiality obligations;

(e) Logging and monitoring of system activities;

(f) Incident response and business continuity procedures;

(g) Compliance with ISO 27001 or equivalent information security standards;

(h) Compliance with Saudi Arabia's Essential Cybersecurity Controls (ECC) and Cloud Cybersecurity Controls (CCC) where applicable.

Detailed security measures are described in Genudo's Security Documentation, available upon request.

5.6 Data Breach Notification

In the event of a data breach affecting Customer Data:

(a) Genudo will notify Customer without undue delay and, where required by applicable law, within the timeframes mandated by such laws (e.g., within 72 hours for GDPR breaches, immediately for UAE/Saudi breaches);

(b) Genudo will provide Customer with sufficient information to enable Customer to meet any data breach reporting obligations Customer may have under applicable law;

(d) Customer remains responsible for notifying affected data subjects and regulatory authorities as required by applicable law.

5.7 Data Retention and Deletion

(a) Genudo retains Customer Data for the duration of the Subscription Period and for a period thereafter as specified in the Service documentation or as required by applicable law;

(b) Upon termination of the Subscription Period or upon Customer's written request, Genudo will delete or anonymize Customer Data within thirty (30) days, except where:

Retention is required by applicable law or legal process;
Data is retained in backup systems, which will be deleted according to Genudo's standard backup retention schedule (maximum 90 days);
Anonymized, aggregated data is retained for Genudo's analytics and service improvement purposes;

(c) Customer may export Customer Data at any time during the Subscription Period using the Service's export functionality;

(d) For Saudi Arabia customers, data deletion will be conducted in accordance with SDAIA guidelines and regulatory requirements.

5.8 Cross-Border Data Transfers

Where Customer Data is transferred across borders:

(a) Genudo implements appropriate safeguards as required by applicable data protection laws, which may include:

EU Standard Contractual Clauses (SCCs);
Adequacy decisions (where applicable);
Binding Corporate Rules;
Other approved transfer mechanisms;

(b) Customer authorizes such transfers to the extent necessary for Genudo to provide the Service;

Written approval from SDAIA on a case-by-case basis; or
Compliance with approved transfer mechanisms under Saudi PDPL;

(d) Genudo will cooperate with Customer to obtain any necessary regulatory approvals for data transfers.

5.9 Sub-Processors

Genudo engages sub-processors to provide certain aspects of the Service (e.g., cloud hosting providers, AI model providers, communication channel APIs). A current list of sub-processors is available in the DPA. Genudo will:

(a) Conduct due diligence on all sub-processors;

(b) Impose contractual obligations on sub-processors equivalent to those in this Agreement;

(d) Provide Customer the opportunity to object to new sub-processors on reasonable grounds related to data protection compliance.

6. FEES, PAYMENT, AND BILLING

6.1 Subscription Fees

(a) Customer agrees to pay Genudo the subscription fees ("Fees") associated with Customer's selected subscription tier as specified in the applicable Order;

(b) Fees are based on subscription tier, number of workspaces, usage limits (AI messages, opportunities, pipelines), and optional add-ons;

(d) Fees are exclusive of all applicable taxes, duties, levies, and governmental charges.

6.2 Payment Terms

(a) Payment Methods: Customer may pay via credit card, debit card, bank transfer, or other payment methods accepted by Genudo or its third-party payment processor;

(b) Authorization: By providing payment information, Customer authorizes Genudo (or its payment processor) to charge the applicable Fees to Customer's payment method;

(c) Recurring Charges: Unless Customer cancels the subscription before renewal, Customer authorizes Genudo to automatically charge the renewal Fees to Customer's payment method on file;

(d) Payment Processor Terms: If Customer pays through a third-party payment processor, such transactions are subject to the processor's terms, conditions, and privacy policies in addition to this Agreement;

(e) Failed Payments: If a payment fails, Genudo may retry the charge multiple times. Customer's access to the Service may be suspended until payment is successfully processed.

6.3 Subscription Plans and Billing Cycles

(a) Subscription Tiers: Genudo offers multiple subscription tiers (e.g., Starter, Growth, Enterprise) with varying features, limits, and pricing as described on Genudo's website;

(b) Billing Frequency: Subscriptions may be billed monthly, quarterly, or annually as selected by Customer during checkout;

(c) Mid-Cycle Upgrades: Customer may upgrade to a higher subscription tier at any time. Upgraded features take effect immediately, and Customer will be charged a prorated amount for the remainder of the current billing cycle;

(d) Mid-Cycle Downgrades: Customer may request a downgrade to a lower subscription tier, which will take effect at the start of the next billing cycle. No refunds or credits are provided for downgrades;

(e) Usage-Based Charges: Certain features or add-ons (e.g., additional AI message credits, extra workspaces) may incur usage-based charges in addition to the base subscription Fee. Usage-based charges are calculated monthly and billed in arrears.

6.4 Credit System

(a) Credit Balance: Genudo utilizes a credit-based billing system for AI message usage. Each subscription tier includes a monthly credit allocation;

(b) Credit Consumption: Credits are deducted for each AI-generated message based on message length, model used, and other factors;

(d) Auto Top-Up: Customer may enable automatic credit top-up to ensure uninterrupted service when credit balance falls below a specified threshold;

(e) Credit Expiration: Unused credits may expire at the end of each billing cycle unless otherwise specified in Customer's subscription plan;

(f) Credit Refunds: Credits are non-refundable except as required by applicable law.

6.5 Taxes

(a) All Fees are exclusive of taxes, levies, duties, and similar governmental assessments, including value-added tax (VAT), sales tax, use tax, withholding tax, or other similar taxes ("Taxes"), except for taxes based on Genudo's net income;

(b) Customer is responsible for all Taxes associated with its purchases under this Agreement;

(c) If Genudo is required to collect or pay Taxes for which Customer is responsible, Genudo will invoice Customer for such Taxes, and Customer will pay such Taxes unless Customer provides Genudo with a valid tax exemption certificate;

(d) For customers in jurisdictions with VAT or similar tax regimes (e.g., UAE VAT at 5%, Saudi VAT at 15%, Egypt VAT at 14%), applicable tax will be added to the Fees and itemized on invoices;

(e) Customer agrees to provide Genudo with accurate tax identification information and valid tax registration certificates where applicable.

6.6 Fee Changes

(a) Genudo reserves the right to modify Fees or introduce new charges upon thirty (30) days' advance notice to Customer;

(b) Fee changes will take effect at the start of Customer's next renewal period;

(c) If Customer does not agree with a Fee change, Customer may cancel the subscription before the renewal date to avoid being charged the new Fees;

(d) Continued use of the Service after the effective date of a Fee change constitutes Customer's acceptance of the new Fees.

6.7 Late Payment and Suspension

(a) If Customer fails to pay any Fees when due, Genudo may:

Suspend Customer's access to the Service until all outstanding amounts are paid;
Charge late fees or interest as permitted by applicable law;
Terminate this Agreement in accordance with Section 11 (Term and Termination);

(b) Suspension does not relieve Customer of its obligation to pay outstanding Fees;

(c) If Customer believes it has been incorrectly billed, Customer must notify Genudo in writing within sixty (60) days of the date of the invoice showing the disputed charge.

6.8 Refund Policy

(a) General Policy: Except as expressly stated in this Agreement or required by applicable law, all Fees are non-refundable;

(b) Termination by Customer: If Customer terminates this Agreement for convenience (without cause), no refund of prepaid Fees will be provided;

(c) Termination by Genudo for Cause: If Genudo terminates this Agreement due to Customer's material breach, no refund will be provided;

(d) Termination by Customer for Cause: If Customer terminates due to Genudo's uncured material breach, Genudo will refund any prepaid Fees for the unused portion of the Subscription Period;

(e) Trial Period: If applicable, Genudo may offer a free trial period for new customers. If Customer cancels before the trial ends, no charges will be applied.

6.9 Currency and Regional Pricing

(a) Genudo may offer pricing in local currencies (e.g., UAE Dirham, Saudi Riyal, Egyptian Pound) for customers in the MENA region;

(b) Currency conversion rates (if applicable) are determined by Genudo's payment processor at the time of transaction;

(c) Regional pricing may vary to account for local market conditions, purchasing power parity, and regulatory requirements.

7. TERM, RENEWAL, AND TERMINATION

7.1 Subscription Period and Renewal

(a) Initial Term: This Agreement commences on the date Customer first accepts it (the "Effective Date") and continues for the initial Subscription Period specified in the Order (e.g., monthly, annually);

(b) Automatic Renewal: Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current Subscription Period, the subscription will automatically renew for successive renewal periods equal in length to the initial Subscription Period;

(c) Renewal Terms: Renewed subscriptions are subject to the Fees and terms in effect at the time of renewal, which may differ from the prior Subscription Period;

(d) Auto-Renewal Opt-Out: Customer may opt out of automatic renewal by:

Disabling auto-renewal in the account settings within the Service;
Sending written notice to [email protected] at least thirty (30) days before the renewal date;
Confirming receipt of such cancellation from Genudo;

(e) Downgrade to Free Version: If Customer cancels or does not renew a paid subscription, Customer's account will automatically be downgraded to Genudo's free tier (if available) with reduced features and limitations.

7.2 Termination for Cause

Either party may terminate this Agreement for cause upon written notice to the other party if:

(a) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach;

(b) The other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or liquidation proceedings;

(c) Immediate Termination: Notwithstanding the cure period above, Genudo may immediately suspend or terminate Customer's access to the Service if:

Customer's use of the Service poses a security risk or threatens the integrity of the Service;
Customer engages in fraudulent, illegal, or abusive conduct;
Customer breaches data protection laws in a manner that exposes Genudo to regulatory liability;
Customer fails to pay undisputed Fees and such failure continues for fifteen (15) days after written notice.

7.3 Termination for Convenience

(a) By Customer: Customer may terminate this Agreement for convenience at any time by providing written notice to Genudo. Termination will be effective at the end of the current Subscription Period (no mid-cycle refunds unless required by law);

(b) By Genudo: Genudo may terminate a Customer's free tier account at any time upon thirty (30) days' notice without cause. For paid subscriptions, Genudo may terminate for convenience only upon ninety (90) days' advance notice and with a pro-rata refund of prepaid Fees.

7.4 Effect of Termination

Upon termination or expiration of this Agreement:

(a) License Termination: All licenses and rights granted to Customer under this Agreement immediately cease;

(b) Access Termination: Customer and all Users will lose access to the Service, including all Workspaces, AI Agents, pipelines, opportunities, conversations, and related data;

(c) Data Export: Customer has thirty (30) days from the termination date to export Customer Data using the Service's export functionality. After this period, Customer Data may be deleted in accordance with Section 5.7;

(d) Data Deletion: Within thirty (30) days of termination (or upon Customer's earlier request), Genudo will delete Customer Data in accordance with Section 5.7, subject to legal retention requirements;

(e) Payment Obligations: Termination does not relieve Customer of the obligation to pay all Fees owed for periods prior to termination;

(f) Refunds: Refunds (if any) will be processed in accordance with Section 6.8;

(g) Survival: Sections that by their nature should survive termination (including Sections 2.3 (Ownership), 5 (Data Protection), 6 (Fees), 9 (Confidentiality), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 14 (General Provisions)) will survive termination.

7.5 Workspace Deletion

(a) Customer may delete individual Workspaces at any time through the Service interface;

(b) Deleting a Workspace permanently deletes all associated data (pipelines, opportunities, conversations, AI agent configurations, team members) and cannot be undone;

(c) If Customer deletes all Workspaces, the account will remain active but empty until the end of the Subscription Period or until Customer terminates the agreement.

8. INTELLECTUAL PROPERTY

8.1 Customer Data Ownership

(a) As between Genudo and Customer, Customer retains all rights, title, and interest (including all intellectual property rights) in and to Customer Data and User Submissions;

(b) Customer grants Genudo a non-exclusive, worldwide, royalty-free license to use, process, store, transmit, display, and modify Customer Data solely to the extent necessary to provide the Service and fulfill Genudo's obligations under this Agreement;

(c) This license terminates upon deletion of Customer Data or termination of this Agreement, except for anonymized, aggregated data as described in Section 8.3.

8.2 Restrictions on Customer Data

Customer represents and warrants that:

(a) Customer owns or has obtained all necessary rights, licenses, consents, and permissions to provide Customer Data to Genudo for processing as contemplated by this Agreement;

(b) Customer Data does not and will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other legal rights;

8.3 Aggregated and Anonymized Data

(a) Genudo may collect, analyze, and use aggregated and anonymized data derived from Customer's use of the Service ("Service Data") for purposes of operating, improving, and developing the Service, conducting research, and creating benchmarks and analytics;

(b) Service Data does not identify Customer or any individual and does not constitute Personal Data;

(d) Examples of Service Data include: aggregated usage statistics, performance metrics, error rates, feature adoption rates, and industry benchmarks.

8.4 Feedback

If Customer provides Genudo with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"):

(a) Genudo may use, disclose, reproduce, license, distribute, and exploit such Feedback without restriction and without obligation or compensation to Customer;

(b) Customer grants Genudo a royalty-free, worldwide, perpetual, irrevocable, transferable, sublicensable license to use Feedback for any purpose;

8.5 Trademarks and Branding

(a) Neither party may use the other party's name, logo, trademarks, or branding without prior written consent;

(b) Subject to Section 13.1 (Publicity Rights), Genudo may identify Customer as a user of the Service and display Customer's logo on Genudo's website and marketing materials with Customer's consent.

9. CONFIDENTIALITY

9.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that:

(a) Is marked as "Confidential" or with a similar designation; or

(b) Would reasonably be considered confidential given the nature of the information and circumstances of disclosure.

Confidential Information includes:

For Genudo: Non-public features, functionality, performance, pricing, roadmaps, and technical details of the Service;
For Customer: Customer Data, User Submissions, User Information, business operations, strategies, and confidential business information;
For Both Parties: The terms and conditions of this Agreement.

Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of this Agreement;

(b) Was rightfully known by the Receiving Party prior to disclosure;

(d) Is independently developed by the Receiving Party without use of Confidential Information;

(e) Is required to be disclosed by law or court order (subject to Section 9.3).

9.2 Obligations

The Receiving Party agrees to:

(a) Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

(b) Limit access to Confidential Information to employees, contractors, agents, and advisors who have a legitimate need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement;

(c) Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as expressly permitted herein;

(d) Use Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement.

9.3 Compelled Disclosure

If the Receiving Party is required by law, court order, or regulatory authority to disclose Confidential Information:

(a) The Receiving Party will, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement;

(b) The Receiving Party will cooperate with the Disclosing Party (at Disclosing Party's expense) if the Disclosing Party seeks to contest or limit the disclosure;

(c) The Receiving Party will disclose only the minimum amount of Confidential Information required by the legal obligation.

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Warranties

Each party represents and warrants that:

(a) It has the full power and authority to enter into this Agreement and perform its obligations hereunder;

(b) Its execution and performance of this Agreement does not violate any other agreement to which it is a party;

(c) It will comply with all applicable laws, regulations, and industry standards in the performance of its obligations under this Agreement.

10.2 Customer Warranties

Customer represents, warrants, and covenants that:

(a) All User Submissions, Customer Data, and AI Agent configurations comply with applicable laws, regulations, and third-party rights;

(b) Customer has obtained all necessary consents, permissions, and authorizations required to use the Service and process Personal Data;

(c) Customer will not use the Service in any manner that violates the terms of third-party Communication Channels or applicable telecommunications regulations;

(d) Customer will implement appropriate safeguards to monitor AI Agent behavior and ensure compliance with applicable laws.

10.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND ALL RELATED COMPONENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GENUDO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) IMPLIED WARRANTIES of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, and accuracy of data;

(b) Performance Warranties: Genudo does not warrant that the Service will be uninterrupted, timely, secure, error-free, or that defects will be corrected;

(c) AI Accuracy: Genudo does not warrant that AI-generated responses will be accurate, appropriate, helpful, or free from errors or biases. Customer is solely responsible for monitoring and validating AI Agent outputs;

(d) Third-Party Services: Genudo disclaims all warranties regarding the availability, reliability, functionality, or compliance of third-party Communication Channels and services;

(e) Results and Outcomes: Genudo does not warrant that use of the Service will result in increased sales, improved customer satisfaction, or any particular business outcomes;

(f) Data Accuracy: Genudo does not warrant the accuracy, completeness, or reliability of Customer Data or Service Data;

(g) Compatibility: Genudo does not warrant that the Service will be compatible with all devices, browsers, operating systems, or network configurations.

SOME JURISDICTIONS (including certain MENA countries) DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE DISCLAIMERS MAY BE LIMITED TO THE EXTENT PROHIBITED BY LAW, AND CUSTOMER MAY HAVE ADDITIONAL RIGHTS UNDER LOCAL CONSUMER PROTECTION LAWS.

11. LIMITATION OF LIABILITY

11.1 Disclaimer of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GENUDO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

(a) Loss of profits, revenue, business, or anticipated savings;

(b) Loss of data, goodwill, or reputation;

(d) Cost of substitute services or products;

(e) Loss of opportunities or contracts;

(f) Damages arising from errors, omissions, or inaccuracies in AI-generated content;

(g) Damages arising from Customer's reliance on the Service;

WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF GENUDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), GENUDO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO GENUDO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF CUSTOMER HAS USED ONLY THE FREE TIER OF THE SERVICE, GENUDO'S MAXIMUM LIABILITY WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD $100).

11.3 Excluded Claims

The limitations in Sections 11.1 and 11.2 do not apply to:

(a) Customer's obligations to pay Fees under this Agreement;

(b) Customer's indemnification obligations under Section 12;

(d) Claims arising from either party's breach of confidentiality obligations;

(e) Liability that cannot be excluded or limited under applicable law, including mandatory consumer protection laws in certain MENA jurisdictions.

11.4 Basis of the Bargain

The parties acknowledge and agree that the limitations and exclusions of liability set forth in this Section 11 reflect a reasonable allocation of risk between the parties and are a fundamental basis of the bargain. The Service would not be provided without these limitations.

11.5 Jurisdictional Variations

(a) Some jurisdictions (including certain MENA countries) do not allow the exclusion or limitation of incidental or consequential damages or limitations on implied warranties. In such jurisdictions, the above limitations and exclusions may not apply, and Customer may have additional rights under local consumer protection and commercial laws;

(b) For customers in the European Union, nothing in this Agreement excludes or limits Genudo's liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law;

(c) For customers in Saudi Arabia, UAE, and other MENA jurisdictions, liability limitations are subject to mandatory provisions of local law, including Islamic commercial law principles where applicable.

12. INDEMNIFICATION

12.1 Customer Indemnification

Customer agrees to defend, indemnify, and hold harmless Genudo, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Customer's or any User's use or misuse of the Service;

(b) Customer Data, User Submissions, or AI Agent configurations, including any claims that such content infringes, misappropriates, or violates any third-party intellectual property rights, privacy rights, or other legal rights;

(c) Customer's violation of applicable laws, regulations, or third-party rights, including data protection laws, telecommunications regulations, consumer protection laws, or Communication Channel terms of service;

(d) Customer's breach of any representation, warranty, or obligation under this Agreement;

(e) Any claims brought by third parties (including end users, customers, or data subjects) arising from Customer's use of AI Agents or automated messaging, including claims of harassment, spam, fraud, or privacy violations;

(f) Any negligence, willful misconduct, or fraud by Customer or its Users.

12.2 Genudo Indemnification

Genudo agrees to defend, indemnify, and hold harmless Customer from and against any claims by third parties alleging that the Service, when used in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that:

(a) Customer promptly notifies Genudo in writing of the claim;

(b) Customer grants Genudo sole control of the defense and settlement of the claim;

(d) The claim does not arise from:

Customer Data, User Submissions, or Customer's AI Agent configurations;
Customer's modification of the Service;
Customer's use of the Service in combination with third-party products or services not approved by Genudo;
Customer's use of the Service in violation of this Agreement.

12.3 Remedies

If the Service becomes, or in Genudo's reasonable opinion is likely to become, the subject of an infringement claim, Genudo may, at its sole option and expense:

(a) Obtain the right for Customer to continue using the Service;

(b) Replace or modify the Service to make it non-infringing while providing substantially equivalent functionality; or

(c) If neither (a) nor (b) is commercially reasonable, terminate the affected portion of the Service and refund to Customer any prepaid Fees for the terminated portion on a pro-rata basis.

THIS SECTION 12 STATES GENUDO'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

12.4 Indemnification Procedures

The party seeking indemnification (the "Indemnified Party") must:

(a) Promptly notify the indemnifying party (the "Indemnifying Party") in writing of any claim for which indemnification is sought;

(b) Grant the Indemnifying Party sole control over the defense and settlement of the claim (provided that the Indemnifying Party may not settle any claim that admits liability on behalf of the Indemnified Party or imposes obligations on the Indemnified Party without the Indemnified Party's prior written consent);

(d) The Indemnified Party may participate in the defense at its own expense.

13. GENERAL PROVISIONS

13.1 Publicity Rights

With Customer's prior written consent, Genudo may:

(a) Identify Customer as a user of the Service;

(b) Use and display Customer's name, logo, trademarks, and service marks on Genudo's website, marketing materials, and customer lists;

(d) Publish testimonials or quotes provided by Customer;

Customer may revoke consent at any time by providing written notice to Genudo, and Genudo will cease such use within a reasonable timeframe (not to exceed thirty (30) days).

13.2 Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement (except payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to:

(a) Acts of God, natural disasters, pandemics, epidemics;

(b) War, terrorism, civil unrest, riots, embargoes, sanctions;

(d) Strikes, labor disputes (excluding those involving the affected party's employees);

(e) Failures of third-party hosting providers, telecommunications providers, internet service providers, or Communication Channels;

(f) Power outages, equipment failures, cyberattacks, or network disruptions;

The affected party will promptly notify the other party of the force majeure event and use commercially reasonable efforts to resume performance. If the force majeure event continues for more than thirty (30) days, either party may terminate the affected Order(s) or this Agreement upon written notice.

13.3 Changes to the Service and Terms

(a) Service Modifications: Genudo reserves the right to modify, update, enhance, or discontinue any aspect of the Service (including features, functionality, APIs, integrations, user interface) at any time. Genudo will use reasonable efforts to provide advance notice of material changes that adversely affect Customer, except where immediate action is necessary for security, legal compliance, or technical reasons;

(b) Terms Modifications: Genudo may modify this Agreement from time to time by posting an updated version on its website or providing notice through the Service or via email. Material changes will be effective thirty (30) days after notice is provided, except where required by law to be effective sooner. Customer's continued use of the Service after the effective date constitutes acceptance of the modified terms. If Customer does not agree to the modifications, Customer may terminate this Agreement in accordance with Section 7;

(c) Notice of Changes: Genudo will maintain a publicly accessible changelog or version history of this Agreement to document material changes.

13.4 Relationship of the Parties

This Agreement does not create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between Genudo and Customer. Neither party has the authority to bind the other or to incur obligations on the other's behalf. Both parties are independent contractors with full autonomy over their respective operations.

13.5 No Third-Party Beneficiaries

This Agreement is solely for the benefit of Genudo and Customer and is not intended to confer any rights or benefits upon any third party. No third party will have the right to enforce any provision of this Agreement, except as expressly stated herein (e.g., indemnification rights of Genudo's affiliates).

13.6 Notices

All notices, consents, approvals, and other communications required or permitted under this Agreement must be in writing and will be deemed given when:

(a) Email: Delivered to the email address provided by the receiving party, deemed effective one (1) business day after sending;

(b) In-Service Notifications: Delivered through the Service interface, deemed effective immediately upon display;

(c) Courier/Mail: Delivered by reputable international courier or registered mail to the receiving party's address on file, deemed effective upon receipt.

Notices to Genudo should be sent to: [email protected]

Notices to Customer will be sent to the email address associated with Customer's account or the primary admin's email.

Either party may update its contact information by providing written notice to the other party.

13.7 Amendment and Waivers

(a) Amendments: No modification, amendment, or waiver of any provision of this Agreement will be effective unless made in writing and signed or electronically acknowledged by authorized representatives of both parties, except as provided in Section 13.3(b) (Terms Modifications);

(b) Waivers: No failure or delay by either party in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy. No single or partial exercise of any right or remedy will preclude any other or further exercise of that or any other right or remedy. Any waiver must be in writing and signed by the waiving party.

13.8 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

(a) Such provision will be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent to the greatest extent possible;

(b) If modification is not possible, such provision will be severed from this Agreement;

(c) The remaining provisions of this Agreement will continue in full force and effect and will not be affected by the invalid, illegal, or unenforceable provision.

13.9 Assignment

(a) By Customer: Customer may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether voluntarily, by operation of law, or otherwise, without Genudo's prior written consent. Any attempted assignment in violation of this provision is void;

(b) By Genudo: Genudo may assign this Agreement, in whole or in part, without Customer's consent:

To an affiliate of Genudo;
In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Genudo's assets or business;
To a successor or acquirer of Genudo;

(c) Effect of Assignment: This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

13.10 Entire Agreement

This Agreement, together with the Data Processing Agreement (DPA), Privacy Policy, and any incorporated Order documents, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and discussions, whether written or oral.

In the event of any conflict between this Agreement and the DPA, the DPA will control with respect to data protection matters. In the event of conflict between this Agreement and an Order, the Order will control with respect to pricing, subscription tier, and payment terms only.

13.11 Governing Law and Dispute Resolution

(a) Governing Law:

(i) For customers domiciled or primarily operating in the United Arab Emirates (UAE): This Agreement shall be governed by and construed in accordance with the laws of the Emirate of Dubai, United Arab Emirates, excluding its conflict of laws principles. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(ii) For customers domiciled or primarily operating in the Kingdom of Saudi Arabia: This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, including applicable provisions of Islamic law (Sharia), and the regulations of the Saudi Data & Artificial Intelligence Authority (SDAIA) and the Communications and Information Technology Commission (CITC).

(iii) For customers domiciled or primarily operating in Egypt: This Agreement shall be governed by and construed in accordance with the laws of the Arab Republic of Egypt, including the Egypt Data Protection Law (Law No. 151 of 2020) and regulations of the Egyptian Data Protection Center.

(iv) For customers domiciled or primarily operating in other MENA countries: This Agreement shall be governed by the laws of the UAE (Dubai) as a neutral jurisdiction within the region.

(v) For customers domiciled or primarily operating outside the MENA region: This Agreement shall be governed by the laws of the State of Delaware, United States, excluding its conflict of laws principles.

(b) Dispute Resolution:

The parties agree to resolve disputes through the following escalation procedure:

(i) Informal Negotiation:

Any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute") will first be addressed through good-faith negotiations between the parties' authorized representatives. Either party may initiate such negotiations by providing written notice of the Dispute to the other party. The parties will attempt to resolve the Dispute within thirty (30) days of such notice.

(ii) Mediation:

If the Dispute is not resolved through informal negotiations, the parties agree to participate in mediation administered by a mutually agreed mediator or mediation service. Mediation will take place in a location mutually agreed by the parties or, if no agreement is reached, in Dubai, United Arab Emirates. The mediation will be conducted in English and/or Arabic as agreed by the parties. Each party will bear its own costs of mediation, and the parties will share equally the mediator's fees.

(iii) Arbitration (UAE and GCC Customers):

If mediation is unsuccessful or either party declines to participate, Disputes involving customers in the UAE, Saudi Arabia, and other GCC countries will be finally resolved by binding arbitration administered by:

The Dubai International Arbitration Centre (DIAC) for UAE-based customers; or
The Saudi Center for Commercial Arbitration (SCCA) for Saudi-based customers; or
Another internationally recognized arbitration center mutually agreed by the parties.

The arbitration will be conducted:

By a single arbitrator appointed in accordance with the applicable arbitration rules;
In English and/or Arabic as agreed by the parties;
In Dubai, UAE (for DIAC arbitration) or Riyadh, Saudi Arabia (for SCCA arbitration);
Under the procedural rules of the chosen arbitration center;
With each party bearing its own costs, and the arbitrator's fees shared equally unless the arbitrator orders otherwise.

The arbitrator's award will be final and binding and may be enforced in any court of competent jurisdiction.

(iv) Litigation (For Other Customers):

For customers outside the GCC region, if mediation is unsuccessful, Disputes will be resolved through litigation in the courts specified below:

Egypt-based customers: Courts of competent jurisdiction in Cairo, Egypt;
Customers outside MENA: State or federal courts located in New Castle County, Delaware, USA.

Both parties consent to the exclusive jurisdiction and venue of the applicable courts.

Notwithstanding the above, either party may seek:

(i) Injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights, confidential information, or to prevent irreparable harm;

(ii) Provisional or interim relief pending resolution through mediation or arbitration;

(iii) Enforcement of arbitration awards in any jurisdiction.

(d) Waiver of Jury Trial:

FOR CUSTOMERS IN JURISDICTIONS WHERE JURY TRIALS ARE AVAILABLE, BOTH PARTIES WAIVE THEIR RIGHTS TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS VOLUNTARY, KNOWING, AND INTENTIONAL.

(e) Costs and Attorneys' Fees:

In any Dispute resolved through arbitration or litigation, the prevailing party will be entitled to recover its reasonable costs, expenses, and attorneys' fees, unless applicable law or the arbitrator's decision provides otherwise.

13.12 Language

This Agreement is executed in English. If this Agreement is translated into any other language (including Arabic for customers in MENA regions), the English version will prevail in the event of any conflict or inconsistency, except:

(a) For customers in the Kingdom of Saudi Arabia, where the Arabic version will be binding and will prevail in the event of any conflict;

(b) Where local law requires that the local language version prevail, in which case the local language version will control to the extent required by applicable law.

13.13 Compliance with Export Controls

Customer agrees to comply with all applicable export control laws, trade sanctions, and embargoes imposed by the United States, European Union, United Nations, and other applicable jurisdictions. Customer will not use the Service:

(a) In any country or region subject to comprehensive sanctions (e.g., sanctioned countries under US OFAC regulations);

(b) To export, re-export, or transfer technical data or software in violation of export control laws;

13.14 Government Use

If Customer is a government entity or using the Service on behalf of a government:

(a) The Service constitutes "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in applicable government procurement regulations;

(b) Government users acquire the Service with only those rights set forth in this Agreement, consistent with FAR 12.212 and DFARS 227.7202 (for US government) or equivalent provisions in other jurisdictions;

13.15 Survival

The following sections will survive termination or expiration of this Agreement: 2.3 (Ownership), 5 (Data Protection and Privacy), 6 (Fees and Payment), 7.4 (Effect of Termination), 8 (Intellectual Property), 9 (Confidentiality), 10.3 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 13 (General Provisions).

16. CONTACT INFORMATION

For questions, support, or notices regarding this Agreement, please contact:

Genudo

Email: [email protected]

Website: https://genudo.ai

17. DEFINITIONS AND INTERPRETATION

17.1 Section headings are for convenience only and do not affect the interpretation of this Agreement.

17.2 The words "including," "include," and "includes" mean "including without limitation."

17.3 References to "writing" or "written" include email and electronic communications.

17.4 The singular includes the plural and vice versa, and any gender includes all genders.

17.5 "Business day" means a day other than Friday, Saturday, Sunday, or a public holiday in the UAE (for customers in MENA regions) or the United States (for customers outside MENA).

17.6 References to applicable laws include any amendments, replacements, or successor legislation.

18. ACKNOWLEDGMENTS

BY ACCEPTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT:

(a) Customer has read, understood, and agrees to be bound by all terms and conditions of this Agreement;

(b) Customer has had sufficient opportunity to review this Agreement and seek independent legal advice if desired;

(d) Customer is responsible for ensuring compliance with all applicable laws in its jurisdiction;

(e) This Agreement constitutes a legally binding contract between Customer and Genudo.

END OF TERMS OF SERVICE