Ahya | Terms & Conditions

This software agreement (including all other terms, policies, notices, guidelines, and forms referenced herein or otherwise made available to the Customer (defined below) (the “Customer”, “You”) (these
“Terms”) governs the use and access of AhyaOS (as defined below) by our Customers. “Ahya”, “we” or “us” (or derivatives) means Ahya Technologies L.L.C. – FZ, Takniat Ahia Information Technology LLC,
Ahya Technologies (Private) Limited or if applicable, its Affiliate in your jurisdiction (if applicable) (“Ahya”, “We”, “Us”).
‍
Please read these Terms carefully, as they include important information about your legal rights. By clicking “I agree”, accessing and/or using AhyaOS, you are agreeing to these Terms. If you do not understand or agree to these Terms, you are not permitted to use AhyaOS.
‍
You may have to accept additional terms and conditions as notified to you when you are procuring or using Services (“Additional Terms”).
‍
Ahya and the Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Interpretation and Definitions

1.1

In these Terms, unless the context otherwise requires:

(a)

References to Clauses and Appendices are references to clauses and appendices of these Terms;

(b)

Words importing one gender include the other gender;

(c)

References to persons include bodies corporate, firms and unincorporated associations;

(d)

The singular includes the plural and vice versa;

(e)

References to all or any part of any statute or statutory instrument include any statutory amendment, modification or re-enactment in force from time to time and references to any statute include any statutory instrument or regulations made under it;

(f)

The use of the words “include”, “includes” and “including” shall not be construed as, nor shall they have the effect of, limiting the generality of the preceding words to which they are related;

(g)

The recitals, schedules, annexures to these Terms shall form an integral part hereof; and

(h)

The headings in these Terms are for the purpose of reference only and shall be ignored in the interpretation of these Terms.

1.2

In these Terms, unless the context otherwise requires, the following terms shall have the following meaning:

“Additional Terms” is defined in the Preamble.

‍“Add-on Services” means the AhyaAI Products, Customization, Expert Support Services, and any other products and/or services as may be provided by Ahya as part of the SaaS Model or FME Model (as applicable) as agreed in the Package and Subscription Form.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by or is under common Control with a Party.

‍“Aggregate Data” means any non-personally identifiable, technical, statistical, or analytical data, gathered or generated directly by the Services or by use of the Services, that Ahya collects, gathers, and aggregates periodically as part of its ordinary business operations), and may use on a non-attributed basis to monitor and improve its products and services, for benchmarking purposes, or to provide customized services or technologies to its customers.

‍“AhyaOS” means the AI Technology based carbon management and accounting platform (CMAP), and algorithms, interfaces, technology, databases, tools, know-how, processes, and methods owned by Ahya for the purposes of green-house gas (GHG) accounting, analysis, reduction, and reporting of emissions, as may be provided and deployed through the SaaS Model or the FME Model.

‍“Ahya IP” means all proprietary assets and Intellectual Property Rights in relation to, and associated with, the Services, including but not limited to AhyaOS, Ahya Marks, Ahya Materials, AhyaAI and any proprietary information or tools utilized, developed, deployed, or licensed by Ahya for the purposes of providing the Services, and all improvements, modifications, or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship).

‍“Ahya Materials” means Aggregate Data, the Documentation, the Deliverables, and any information, data, data models, content or materials made available by Ahya, through or in connection with the Services.

‍“Ahya Marks” means all trademarks, service marks, trade names, logos, slogans, and other designations of origin, whether registered or unregistered, that are owned, used, or licensed by Ahya in connection with the Services.

‍“AhyaAI” means AI Technology developed, owned, or licensed by Ahya, which are incorporated into or used to power modules, features, functionalities, or components of the Services.

‍"AhyaAI Product" means, in connection with the SaaS Model or FME Model, any value added and/or supplementary feature, functionality, or component offered as part of AhyaOS that enables the Customer to use AhyaAI to enable advanced analytics, automation, and intelligent decision-making capabilities.

‍"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

‍“Authorized Site(s)” means, in the case of the FME On-site Model, the location of the Customers’ infrastructure and data centre(s) for deployment of AhyaOS, in accordance with these Terms.

‍“Authorized User” means employees, agents or independent contractors of Customer, who are authorized to use AhyaOS and Documentation.

‍“Claims” has the meaning ascribed thereto in Clause 16.1 of these Terms.

‍“Control” means the right to exercise, directly or indirectly, more than fifty per cent (50%) of the voting rights attributable to the shares of the controlled corporation or appoint majority of directors of the controlled corporation or the ability, directly or indirectly, of a person to direct or cause the direction of the management and policies of a person, whether through the ownership or control of the partnership interests or voting securities, by contract or otherwise.

‍“Customer” means that organization identified in a Package and Subscription Form.

‍“Customer Materials” means all information, data, content and other materials, in any form or medium, that (i) are submitted, posted, collected, transmitted to, or otherwise provided by or on behalf of Customer through the Services, or (ii) result from Customer’s use of Services, but excluding Ahya IP.

‍“Customization” mean, in connection with the FME Model, any development or modification to AhyaOS, made by Ahya at the Customer’s request, as identified in the applicable Package and Subscription Form.

‍“Deliverables” has the meaning ascribed thereto in Clause 28.1.6 of these Terms.

‍“Disclosing Party” has the meaning ascribed thereto in Clause 11.1 of these Terms.

‍“Dispute” has the meaning ascribed thereto in Clause 23.7.1 of these Terms.

‍“Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible operating system list and other similar materials in electronic form if and as provided by Ahya to the Customer (including any revised versions thereof) relating to the Services, which may be updated from time to time upon notice to Customer.

‍“Effective Date” means the effective date of these Terms which is the effective date of the first Package and Subscription Form referencing these Terms.

‍“Expert Support Services” means, in connection with the FME Model, the professional climate science expertise, data science and engineering support services provided by Ahya to the Customer for performing GHG emissions measurements, emissions reduction planning, compliance and reporting and/or engineering support with technology integrations and Customizations, as set forth in an applicable Package and Subscription Form.

‍“Fees” has the meaning ascribed thereto in Clause 9.1 of these Terms.

‍“Fully Managed Experience Model” or the “FME Model” means the managed deployment of AhyaOS through either the FME On-site Model or the FME Off-site Model.

‍“Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.

‍“General Terms” has the meaning ascribed thereto in Clause 2.2 of these Terms.

‍“Hosting Locations” has the meaning ascribed thereto in Clause 25.1 of these Terms.

‍“Indemnified Party” has the meaning ascribed thereto in Clause 16.4 of these Terms.

‍“Indemnifying Party” has the meaning ascribed thereto in Clause 16.4 of these Terms.

‍“Initial Term” has the meaning ascribed thereto in Clause 19.1.1 of these Terms.

‍“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

‍“Maintenance Services” means, in the case of the FME On-site Model, the maintenance services for AhyaOS and include (a) software updates periodically made available by Ahya in its sole discretion; (b) support resources and (c) technical resources.

‍“Non-Public Factors” has the meaning ascribed thereto in Clause 11.6 of these Terms.

‍“FME Off-site Model” means the provision of AhyaOS via the a cloud-based infrastructure, without requiring installation or maintenance on the Customer’s own infrastructure, along with Expert Support Services and other Add-on Services, as may be more particularly described or identified in an applicable Package and Subscription Form.

‍“FME Off-site Model Terms” has the meaning ascribed thereto in Clause 2.2 of these Terms.

‍“FME On-site Model” means the provision of AhyaOS via the on-premises deployment of AhyaOS, where AhyaOS is installed and operated within the Customer’s own infrastructure (or via the cloud-based infrastructure), along with Expert Support Services and other Add-on Services, as may be more particularly described or identified in an applicable Package and Subscription Form.

‍“FME On-site Model Terms” has the meaning ascribed thereto in Clause 2.2 of these Terms.

‍“Package and Subscription Form” means the form submitted by the Customer to Ahya, in a mutually agreeable format, electronically or via any other means agreed between the Parties from time to time, and detailing the provision of the Services.

‍“Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority, or other entity.

‍“Receiving Party” has the meaning ascribed thereto in Clause 11.1 of these Terms.

‍“Renewal Term” has the meaning ascribed thereto in Clause 19.1.1 of these Terms.

‍“SaaS Model” or the “Software as a Service Model” means subscription services for the cloud-based deployment of AhyaOS, where AhyaOS is made available to Customers via the internet, without requiring installation or maintenance on the Customer’s own infrastructure, and, if required, the provision of AhyaAI Products, as may be more particularly described or identified in an applicable Package and Subscription Form.

‍“SaaS Terms” has the meaning ascribed thereto in Clause 2.2 of these Terms.

‍“Services” means the provision of AhyaOS and the Add-on Services.

‍“Term” shall mean the Initial Term, and any Renewal Term.

‍“Third Party Services” has the meaning ascribed thereto in Clause 7 of these Terms.

‍“Uptime Availability” has the meaning ascribed thereto in Exhibit A (Support and Service Levels) of these Terms.

‍“Use” means to use and access the AhyaOS in accordance with these Terms and the Documentation.

2. Services

2.1

Ahya shall provide the Services to the Customer through the SaaS Model or the FME Model, subject to these Terms.

2.2

While Customers are encouraged to review the entirety of these Terms, please note that these Terms are divided into four parts, such that:

(a)

the terms set forth in Part A apply to the provision of all Services (the “General Terms”);

(b)

the additional terms set forth in Part B only apply to the SaaS Model (the “SaaS Terms”);

(c)

the additional terms set forth in Part C only apply to the FME Off-site Model (the “and FME Off-site Model Terms”); and

(d)

the additional terms set forth in Part D only apply to the FME On-site Model (the “and FME On-site Model Terms”).

PART A – GENERAL TERMS

3. Provision of Services by Ahya

The Parties acknowledge that Ahya may delegate the provision of the Services to its Affiliates and/or use subcontractors and other third party providers, in part or in whole, as it deems appropriate provided that Ahya shall and will procure that such Affiliates, subcontractors and third party providers will perform all relevant obligations in accordance with these Terms and the Additional Terms.

4. Use Restrictions

Customer will not at any time and will not permit any Person (including, without limitation, Authorized Users) to, directly or indirectly:

use the Services in any manner beyond the scope of rights expressly granted in these Terms;

use the Services to harass any Person; cause damage or injury to any Person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters;

modify or create derivative works of Ahya IP, in whole or in part;

reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part;

frame, mirror, sell, resell, rent or lease use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for the direct benefit of Customer in accordance with these Terms;

use the Services or Ahya Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law;

interfere with, or disrupt the integrity or performance of the Services, or any data or content contained therein or transmitted thereby;

access or use the Services for the purpose of measuring or monitoring its performance, functionality, availability or any other benchmarking purposes;

perform or disclose any performance or vulnerability testing of the Services without Ahya’s prior written approval, perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration testing of the Services;

access or use the Services to measure, build or support, directly or indirectly, products or services competitive to those offered by Ahya;

access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or the features provided by Ahya for use expressly for such purposes, or

use the Services for the benefit of or on behalf of any third party (e.g. through time-sharing) including but not limited to use as a consultant or service provider, unless expressly stated otherwise in a Package and Subscription Form.

5. Authorized Users

Customer will not allow any Person other than Authorized Users to access or use AhyaOS. Customer may permit Authorized Users to Use AhyaOS, provided that:

the Use does not exceed any limitations as specified in a Package and Subscription Form; and

Customer ensures each Authorized User complies with these Terms and Customer is responsible for acts or omissions by Authorized Users in connection with their use of AhyaOS. Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access AhyaOS in accordance with customary security protocols, and will promptly notify Ahya if Customer knows or reasonably suspects that any username and/or password has been compromised. Each account for AhyaOS may only be accessed and used by the specific Authorized User for whom such account is created. Accounts are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but any account may be permanently reassigned to another Authorized User as needed. Customer is solely responsible for setting, auditing, updating, and removing the access level and permissions of each of their Authorized Users within AhyaOS.

6. Unauthorized Use

The Customer shall be liable for any unauthorized use of AhyaOS. Ahya shall have no liability for any loss or damage arising from the Customer’s failure to comply with these requirements.

7. Third Party Services

Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third Party Services”) through the Services. Customer is solely responsible for maintaining the Third Party Services not provided by Ahya and obtaining any associated licenses and consents necessary for Customer to use those Third Party Services not provided by Ahya in connection with the Services.

8. Procurement of Services for and by Affiliates

Customer may procure the Services and Ahya’s other related products, services, and technologies under these Terms for its own account and on behalf of one or more of the Customer’s Affiliates only when explicitly noted on a Package and Subscription Form associated with these Terms. Customer is responsible for the acts and omissions of its Affiliates under any Package and Subscription Form pursuant to which the Customer’s Affiliate receives the benefit of Services but is not a signatory. In addition to the foregoing, with Ahya’s express written approval, the Customer’s Affiliates may procure the Services and Ahya’s other related products, services, and technologies under these Terms pursuant to a Package and Subscription Form executed by such Affiliate and Ahya. Customer’s Affiliates who sign a Package and Subscription Form will be deemed to be the Customer hereunder and solely responsible for its performance or non-performance thereunder.

9. Fees and Payment

9.1

Fees

Customer will pay Ahya the fees set forth in the relevant Package and Subscription Form in accordance with the terms there in (“Fees”) and without refund, reduction or deduction. Except as otherwise provided in the relevant Package and Subscription Form, Ahya will issue monthly or annual invoices to Customer during the Term, and Customer will pay all undisputed amounts set forth on any such invoice no later than seven (7) days after the date of such invoice.

9.2

Payments

Payments due to Ahya under these Terms must be made in United States Dollars, Emirati Dirhams, Pakistani Rupees or Saudi Arabian Riyals (as specified in the invoice) by wire transfer of immediately available funds to an account designated by Ahya or such other payment method mutually agreed by the Parties. Except as otherwise provided on a Package and Subscription Form, all payments are non-cancellable and non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts specified or contracted under these Terms. If Customer fails to make any payment when due, a late payment surcharge equal to the lower of:
(a) the highest rate permitted by applicable law, and
(b) the applicable rate set out below, shall apply on the outstanding (undisputed) amount:
‍

(i)

for a payment made between eight (8) and fifteen (15) days after the date of invoice: five percent (5%)

(ii)

for a payment made between sixteen (16) and thirty (30) days after the date of invoice: ten percent (10%); and
‍

(iii)

for a payment made more than thirty (30) days after the date of invoice: twenty percent (20%), which rate shall continue to apply until full payment is made.

9.3

Taxes

Customer is responsible for all applicable sales, use, value-added (VAT), ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Ahya hereunder, other than any taxes imposed on Ahya’s income. Without limiting the foregoing, if Customer is required to deduct or withhold any taxes from the amounts payable to Ahya hereunder, Customer will pay an additional amount, so that Ahya receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

9.4

Purchase Order Number

If Customer requires a purchase order number to be included on Ahya invoices and Customer does not provide a purchase order number before the Package and Subscription Form is executed, the omission of the purchase order number on an invoice issued by Ahya will not constitute a valid reason for delayed payment. Purchase order numbers can be sent to ahyaos@ahya.ai for inclusion on Customer invoices.

10. Intellectual Property Rights

10.1

Subject to the limited rights expressly granted hereunder, Ahya and its licensors reserve all rights, title and interest in and to the Ahya IP. No rights, title or interest are granted to Customer by Ahya or its licensors hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

10.2

Without prejudice to the generality of Clause 10.1, with respect to the Services:

10.2.1

Ahya holds title to any and all Ahya IP or possesses a right to use the same. Ahya IP may only be used by the Customer in the manner stated in these Terms. Under no circumstances shall the Customer or a third party acquire any Intellectual Property Rights to Ahya IP. The Customer acknowledges that access to Ahya IP is licensed, not sold.

10.2.2

Unless otherwise agreed, the Customer does not hold the right to copy, reproduce, sell, license, distribute, modify, decompile, reverse engineer or in other ways alter any part of Ahya IP.

10.2.3

Where Ahya licenses to the Customer Ahya IP belonging to any of its Affiliates or third party providers, it warrants that at all times during the Term, it has, and shall maintain, sufficient rights licensed from such Affiliate or third party providers to sub-license such Ahya IP to the Customer.

10.3

Use of AI Technology by Ahya

The Customer acknowledges that Ahya shall use AhyaAI for the provision of the Services, including but not limited to, for (i) analyzing data and content provided by the Customer or any third party on behalf of the Customer and/or (ii) as part of the Deliverables provided by Ahya.

The Customer further acknowledges that AhyaAI includes trained AI and machine learning models developed by Ahya. Ahya shall retain all rights, title, and interest, including all Intellectual Property Rights, in and to AhyaAI and all modifications made to it.

10.4

Customer Material

10.4.1

Ahya acknowledges that, as between Customer and Ahya and except as set forth in Clause 10.4.2, Customer owns and retains all rights, title and interest in and to all Customer Materials.

10.4.2

Customer hereby grants Ahya a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, copy, transmit, sub-license, index, store, display, and modify the Customer Materials: (i) to the extent necessary to perform its obligations or enforce its rights under these Terms; (ii) where required or authorized by law; (iii) to develop, host, modify, improve, support, customize, operate, and provide the Services and Ahya’s other related products, services, and technologies during the Term; (iv) to use, on an aggregated level and anonymized, for statistical and benchmark purposes; and (v) to publish, display, and distribute any deidentified information (i.e. information where Customer is not capable of being identified) derived from Customer usage of the Services (such as but not limited to, statistical and performance information, web browser, screen resolution, and mobile device-type information).

10.4.3

The right granted to Ahya according to Clause 10.4.2, regarding use of Customer Material, on an aggregated level and anonymized, for statistical and benchmark purposes includes a right to use such data to train AhyaAI, provided however the observance of confidentiality obligations relating to Customer Material set out in Clause 11.

10.4.4

Customer represents and warrants that (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Materials (including any personal data provided or otherwise collected pursuant to Customer’s privacy policy) as contemplated by these Terms, and (ii) Ahya’s use of the Customer Materials in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.

10.4.5

Retrieval of Customer Material. During the Package and Subscription Form term, Customer can access Customer Material at any time. Customer may export and retrieve its Customer Material in a standard format.

10.5

Aggregate Data

Customer authorizes Ahya to compile Aggregate Data, and such Aggregate Data shall be proprietary to Ahya. To the extent necessary, Customer hereby assigns to Ahya all right, title, and interest in, to, and under the Aggregate Data. Ahya collects and uses this data in accordance with applicable data protection laws.

10.6

Feedback

Customer grants Ahya a worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use, distribute, disclose, and incorporate any suggestion, enhancement request,recommendation, correction or other feedback provided by Customer or Authorized User relatingto the Services. Ahya cannot publicly disclose Customer feedback as a marketing orcommunications effort without Customer’s prior written consent.

11. Confidential Information

11.1

As used herein, “Confidential Information” means any information that one Party (the “DisclosingParty”) provides to the other Party (the “Receiving Party”) in connection with these Terms,whether orally or in writing, that is designated as confidential or that reasonably should beconsidered confidential given the nature of the information and/or the circumstances of disclosure.For clarity, AhyaOS and the Ahya Materials will be deemed Confidential Information of Ahya andCustomer Materials will be deemed Confidential Material of Customer. However, ConfidentialInformation will not include any information or materials that: (i) were, at the date of disclosure,or have subsequently become, generally known or available to the public through no act or failureto act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receivingsuch information or materials from the Disclosing Party; (iii) are rightfully acquired by theReceiving Party from a third party who has the right to disclose such information or materialswithout breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) areindependently developed by or for the Receiving Party without use of or access to any ConfidentialInformation of the Disclosing Party.

11.2

The Receiving Party will maintain the Disclosing Party’s Confidential Information in strictconfidence and will not use the Confidential Information of the Disclosing Party except asnecessary to perform its obligations or exercise its rights under these Terms; provided that Ahyamay use and modify Confidential Information of Customer in deidentified form for purposes ofdeveloping and deriving Aggregate Data. The Receiving Party will not disclose or cause to bedisclosed any Confidential Information of the Disclosing Party, except (i) to those employees,representatives, or contractors of the Receiving Party who have a bona fide need to know suchConfidential Information to perform under these Terms and who are bound by written agreementswith use and nondisclosure restrictions at least as protective as those set forth in these Terms, or (ii)as such disclosure may be required by the order or requirement of a court, administrative agency orother governmental body, subject to the Receiving Party providing to the Disclosing Partyreasonable written notice to allow the Disclosing Party to seek a protective order or otherwisecontest the disclosure.

11.3

The Receiving Party shall hold in confidence and protect such Confidential Information fromdissemination to, and use by, any third party by using the same degree of care, but no less than areasonable degree of care, as the Receiving Party uses to protect its own Confidential Informationof a like nature against unauthorized dissemination and use.

11.4

Each Party's obligations of non-disclosure about Confidential Information are effective as of theEffective Date and will survive the termination or expiration of these Terms. If a Party discloses oruses (or threatens to disclose or use) any Confidential Information of the other Party in breach ofthis Clause 11.4, the other Party shall have the right, in addition to any other remedies available, toseek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any otheravailable remedies are inadequate.

11.5

These Terms will constitute Confidential Information of each Party but may be disclosed on aconfidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investorsor other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

11.6

Third Party Emissions Factor Restrictions. Ahya utilizes third party emission factors (“Non-PublicFactors”) as part of AhyaOS. Non-Public Factors are Confidential Information but you arepermitted to disclose them solely for the purposes of audit response to the extent you are requiredto do so by the relevant entity to which you report. Any such disclosure must be subject tosubstantially similar confidentiality terms as are in these Terms. You are not otherwise permitted toreproduce or redistribute the Non-Public Factors such as but not limited to in reports issuedpublicly, however, you may publicly state that Non-Public Factors, and their general name/type,were used in your calculation and analysis.

12. Support and Service Levels

Ahya will provide Customer with technical support for the Services and subject to these Terms,Ahya will make AhyaOS available, in accordance with the terms set forth in Exhibit A (Supportand Service Levels).

13. Privacy Policy

The Customer is the data controller and responsible for the processing of personal data performedby the Customer when using the Services. This means that the Customer is obliged to, among otherthings, provide the individuals registered as Authorized Users of the Services on behalf of theCustomer with information, as well as to ensure purpose and legal basis for the handling of thepersonal data. Ahya is, respectively, responsible for the processing of personal data when providingthe Services to the Customer. All personal data processing for which Ahya is responsible as acontroller will be handled in accordance with Ahya’s Privacy Policy.

14. Updates to AhyaOS

During the Term, Ahya may update AhyaOS to reflect changes in, among other things, laws,regulations, rules, technology, industry practices, patterns of system use, and availability of ThirdParty Services. Ahya’s updates to AhyaOS will not materially reduce the level of performance,functionality, security, or availability of AhyaOS. Customer agrees that unless otherwise expresslyagreed in a relevant Package and Subscription Form, its agreement to Use AhyaOS is not contingentor dependent in any way on the delivery of any future feature or functionality or on any oral orwritten public or private comments made by Ahya regarding future features or functionality.

15. Representations and Warranties and Disclaimer

15.1

Each Party hereby represents and warrants to the other Party that:

(a)

it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Terms; and

(b)

the execution, delivery and performance of these Terms and the consummation of thetransactions contemplated hereby are within the corporate powers of such Party and have beenduly authorized by all necessary corporate action on the part of such Party, and constitute avalid and binding agreement of such Party.

15.2

Except as expressly set forth in these Terms, the Services and other Ahya IP are provided on an “asis” basis, and Ahya makes no warranties or representations to Customer, its Authorized Users or toany other party regarding the Ahya IP, the Services or any other services or materials providedhereunder. Ahya is not responsible for any issues related to the performance, operation or securityof the Services that arise from Customer Materials or Third Party Services. To the maximum extentpermitted by applicable law, Ahya hereby disclaims all warranties and representations, whetherexpress or implied, including, but not limited to, any implied warranties of merchantability, fitnessfor a particular purpose or non-infringement, and any warranties arising out of course of dealing orusage of trade. Without limiting the foregoing, Ahya hereby disclaims any warranty that use of theServices will be error-free, bug-free or uninterrupted.

16. Indemnification

16.1

Ahya Indemnification

(a)

Subject to Clause 16.1(b) and Clause 17.1, Ahya will defend Customer against any claim, suitor proceeding brought by a third party (“Claims”) alleging that Customer’s Use of the Servicesinfringes or misappropriates such third party’s Intellectual Property Rights and will indemnifyand hold harmless Customer against any damages and costs awarded against Customer oragreed in settlement by Ahya (including reasonable attorneys’ fees) resulting from such Claim.

(b)

Ahya’s obligations under Clause 16.1(a) will not apply if the underlying third party claim arisesfrom or as a result of: (i) Customer’s breach of these Terms and/or the Additional Terms,negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failureto use any enhancements, modifications, or updates to AhyaOS that have been provided byAhya; (iv) modifications to AhyaOS by anyone other than Ahya; or (v) combinations ofAhyaOS with software, data or materials not provided by Ahya.

16.2

IP Remedies

If Ahya reasonably believes the Services (or any component thereof) could infringe any thirdparty’s Intellectual Property Rights, Ahya may, at its sole option and expense use commerciallyreasonable efforts to: (i) modify or replace the Services, or any component or part thereof, to makeit non-infringing; or (ii) procure the right for Customer to continue use. If Ahya determines thatneither alternative is commercially practicable, Ahya may terminate these Terms, in its entirety orwith respect to the affected component, by providing written notice to Customer and provide a prorata refund. The rights and remedies set forth in this Clause 16.2 shall constitute Customer’s soleand exclusive remedy for any infringement or misappropriation of Intellectual Property Rights inconnection with the Services.

16.3

Customer Indemnification

Subject to Clauses 16.4 and 17.1, Customer will, indemnify, defend and hold harmless Ahya againstClaims and/or any losses, liabilities, damages, costs, and expenses (including reasonable attorneys’fees) arising from the following:

(a)

any Customer Materials, including, without limitation, (i) any Claim that the CustomerMaterials infringe, misappropriate or otherwise violate any third party’s Intellectual PropertyRights or privacy or other rights; or (ii) any Claim that the use, provision, transmission, displayor storage of Customer Materials violates any applicable law, rule or regulation;

(b)

any of Customer’s products or services;

(c)

use of the Service by Customer or its Authorized Users in a manner that is not in accordancewith these Terms or the Documentation, including, without limitation, any breach of theseTerms and/or the Additional Terms; or

(d)

use of other than the most current release of AhyaOS if a claim of infringement ormisappropriation could have been avoided by your Use of the current release of AhyaOS,provided we made the superseding version available to you and notified you of the need to useit.

16.4

Third Party Indemnification Procedures

The Party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the otherParty (the “Indemnifying Party”) of the Claim for which indemnity is being sought and willreasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. TheIndemnifying Party will have the sole right to conduct the defense of any Claim for which theIndemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settleany Claim without the Indemnified Party's prior written approval unless the settlement is for amonetary amount, unconditionally releases the Indemnified Party from all liability withoutprejudice, does not require any admission by the Indemnified Party, and does not place restrictionsupon the Indemnified Party's business, products or services). The Indemnified Party may participatein the defense or settlement of any such Claim at its own expense and with its own choice of counselor, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party maydefend itself and seek reimbursement from the Indemnifying Party.

17. Limitations of Liability

17.1

Nothing in these Terms limits any liability for:

(a)

death or personal injury caused by negligence;

(b)

fraud or fraudulent misrepresentation; or

(c)

any liability that cannot legally be limited.

17.2

Subject to Clause 17.1, and to the fullest extent allowed by applicable law, under no circumstancesand under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise)shall Ahya (or its licensors) be liable to you or to any other person for:

(c)

any indirect, special, incidental, or consequential damages of any kind, including damagesfor lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure ormalfunction;

(c)

any amount, in the aggregate, in excess of the greater of (i) United States Dollars TenThousand (USD 10,000) (ii) the amounts paid by you to Ahya in connection with theServices in the twelve (12) month period preceding this applicable claim; or

(c)

any matter beyond our reasonable control

18. Liquidated Damages

18.1
‍

The Parties acknowledge and agree that any failure by the Customer to comply with these Termswould result in losses to Ahya that are difficult or impracticable to quantify. Therefore, the Partiesagree that the payment of liquidated damages as set forth in Clause 9.2 and this Clause 18 is areasonable pre-estimate of such losses and is not intended to constitute a penalty.

18.2
‍

In the event that the Customer breaches Clauses 6, 10, 11 or other provisions of these Terms and/orthe Additional Terms, the Customer shall be liable to pay Ahya liquidated damages at the rate ofUnited States Dollars Five Hundred (USD 500) per day for each day the breach continues, until thebreach is remedied to Ahya’s satisfaction, subject to a cap of United States Dollars One Million(USD 1,000,000).

18.3
‍

The payment of liquidated damages under this Clause 18 shall be without prejudice to and inaddition to any other rights, remedies, or claims that Ahya may have under these Terms, at law, orin equity, including the right to claim actual damages, or seek specific performance orindemnification, except where such remedies would result in double recovery

18.4
‍

Payment of liquidated damages shall not relieve the Customer from performing its remainingobligations under these Terms or constitute a waiver of any other rights or remedies available toAhya under these Terms or applicable law.

18.5
‍

Any liquidated damages payable under this Clause 18 shall be paid within thirty (30) days from thedate of written demand by Ahya.

19. Term and Termination

19.1

Term

19.1.1
‍

The initial term of these Terms (the “Initial Term”) shall begin on the Effective Date and shall endone (1) year thereafter unless earlier terminated in accordance with these Terms. Following theInitial Term of these Terms, these Terms shall automatically renew for an additional one-year term(each a “Renewal Term”) unless either Party provides the other Party with written notice of nonrenewal at least sixty (60) days prior to the end of the Initial Term or any Renewal Term.

19.1.2
‍

These Terms may be terminated by either Party by (i) giving sixty (60) days prior written notice tothe other Party.

19.1.3

Either Party may terminate these Terms, effective on written notice to the other Party, if (i) the otherParty materially breaches these Terms and/or the Additional Terms, and such breach remainsuncured thirty (30) days after the non-breaching Party provides the breaching Party with writtennotice of such breach, or (ii) the other Party becomes insolvent, is unable to pay its debts as theyfall due, or ceases operations or undergoes a similar event that affects its ability to fulfill itsobligations under these Terms.

19.2

Effect of Termination

On termination of these Terms for any reason:

(a)

Subject to any rights under sub-clause (e) below, the applicable license granted hereunderand pending Package and Subscription Forms will terminate and Customer must cease useof the Services and Ahya Materials immediately;

(b)

The Customer shall return and make no further use of, and shall procure the return or nofurther use of any Ahya Materials (and all copies of them);

(c)

Customer shall cease to use, and shall procure the cessation of use of, the Ahya IP exceptto the extent necessary for the orderly termination of these Terms in accordance with theterms hereof;

(d)

Each Party will return or destroy, at the requesting Parties’ sole option, all ConfidentialInformation in its possession or control, including permanent removal of such ConfidentialInformation (consistent with customary industry practice for data destruction) from anystorage devices or other hosting environments that are in its possession or under its control,and at the requesting Parties’ request, certify in writing that the Confidential Informationhas been returned, destroyed or, in the case of electronic communications, deleted,

(e)

Ahya shall, for a period of thirty (30) days after termination of these Terms, provide allassistance and information requested by the Customer and shall cooperate with theCustomer and any replacement provider of the Services to facilitate a smooth transitionfrom the Services;

(f)

Ahya will, upon written request, delete Customer Materials from the AhyaOS productionenvironment except to the extent retention is required under applicable law or necessary tocomply with legal obligations;

(g)

No expiration or termination of these Terms will affect Customer’s obligation to pay allFees that may have become due or otherwise accrued through the effective date ofexpiration or termination or entitle Customer to any refund; and

(h)

Neither Party shall have any rights nor obligations to the other Party except as stated inthese Terms and provided that any rights, remedies, obligations or liabilities of the Partiesthat have accrued up to the date of termination, including the right to claim damages inrespect of any breach of these Terms which existed at or before the date of termination,shall continue to subsist unaffected.

20. Promotion

The Customer agrees that Ahya may (i) disclose that the Customer is a paying customer and (ii)use Customer’s name and logo on its own website, and in promotional and marketing material. Inconnection with the foregoing, Customer grants Ahya a non-exclusive, royalty-free, license to useand display Customer’s name, marks or logos according to any usage guidelines or other limitationsCustomer provides.

21. Consent to Electronic Communications

Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing callsor SMS messages (including text messages) from Ahya or anyone calling on its behalf, youexpressly consent to be contacted by Ahya and anyone calling on its behalf for any and all purposesarising out of or relating to these Terms or your use of the Services, at any telephone number, orphysical or electronic address you provide or at which you may be reached. You agree we maycontact you in any way, including SMS messages (including text messages), calls using prerecordedmessages or artificial voice, and calls and messages delivered using an auto-telephone diallingsystem or an automatic texting system. Automated messages may be played when the telephone isanswered whether by you or someone else. In the event that an agent or representative calls, he orshe may also leave a message on your answering machine, voice mail, or send one via text. Youconsent to receive SMS messages (including text messages), calls and messages (includingprerecorded and artificial voice and autodialled) from Ahya, its agents, representatives, affiliates oranyone calling on its behalf at the specific number(s) you have provided to Ahya, or numbers wecan reasonably associate with your account (through skip trace, caller ID capture or other means),with information or questions about your account or use of the Services. You certify, warrant andrepresent that the telephone numbers that you have provided to us are your correct and currentcontact numbers. You represent that you are permitted to receive calls at each of the telephonenumbers you have provided to us and agree to promptly alert us whenever you stop using aparticular telephone number. Your cellular or mobile telephone provider will charge you accordingto the type of plan you carry. You also agree that we may contact you by email, using any emailaddress you have provided to us or that you provide to us in the future. We may listen to and/orrecord phone calls between you and our representatives without notice to you as permitted byapplicable law. For example, we may listen to and record calls for quality monitoring purposes.You consent to receive communications from us in electronic form should we so elect, includingany and all disclosures and other communications that are required by law.

22. Changes to these Terms

23. General

23.1

Entire Agreement

These Terms and the Additional Terms, including its exhibits and associated Package andSubscription Form(s), is the complete and exclusive agreement between the Parties with respect toits subject matter and supersedes all prior or contemporaneous agreements, communications, andunderstandings, both written and oral, with respect to its subject matter. The Parties agree that anyterms of conditions stated in a Customer purchase order or other document related to these Terms(excluding a Package and Subscription Form) is void. These Terms may be amended or modifiedonly by a written document executed by duly authorized representatives of the Parties. In the eventof any conflict or inconsistency between a Package and Subscription Form and these Terms, thePackage and Subscription Form will control.

23.2

Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination.By way of example, all of the following will survive termination: any obligation you have to payus or indemnify us, disclaimers, any limitations on our liability, any terms regarding ownership orIntellectual Property Rights, and terms regarding disputes between us.

23.3

Customer’s Contact Person

Customer shall designate a primary contact person who will act as the main point of communicationbetween the Customer and Ahya. This contact person will be responsible for all communicationsregarding the Services, including support requests, technical queries, and notices. The Customermust provide Ahya with accurate and up-to-date contact details for the nominated contact person.This information may include the name, job title, phone number, email address, and any otherdetails required by Ahya.

23.4

Notices

Any notice or other communication given or made or in connection with the matters contemplatedby these Terms shall be in writing by email. Any notice you send to us must be sent to ahyaos@ahya.ai.

Any notice we send to you will be sent to the email address registered against your account.

23.5

Waiver

Either Party’s failure to enforce any provision of these Terms will not constitute a waiver of futureenforcement of that or any other provision. Any waiver will constitute a waiver only with respectto the specific matter described therein and will not impair the rights of the Party granting thewaiver in any other respect or at any other time. No waiver of any provision of these Terms will beeffective unless it is in writing and signed by the Party granting the waiver.

23.6

Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will beenforced to the maximum extent permitted by law, given the fundamental intentions of the Parties,and the remaining provisions of these Terms will remain in full force and effect. The invalidity ofone provision in one jurisdiction does not affect its enforceability in other jurisdictions.

23.7

Governing Law and Jurisdiction

23.7.1

These Terms (including the agreement as to arbitration contained herein) and any dispute or claimarising out of or in connection with it (including disputes as to regarding its existence, validity ortermination) or its subject matter or formation (including non-contractual disputes or claims) (a“Dispute”) will be governed by, and construed in accordance with, the substantive laws of Englandand Wales, without reference to any choice of law principle that would result in the application ofany other law.

23.7.2

The Parties specifically acknowledge that these Terms represent their sole and express intent, to theexclusion of any other intent, and they specifically disclaim the application of any provision of theapplicable law, legal doctrine or principle that would permit variance or avoidance of these Terms.

23.7.3

Any Dispute will be referred to and finally resolved by arbitration under the Arbitration Rules ofthe Dubai International Arbitration Centre, which rules are deemed to be incorporated herein. Thenumber of arbitrators shall be one. The seat (or legal place) of arbitration will be Dubai, UnitedArab Emirates. The language of the arbitration will be English.

23.7.4

The Parties agree that, if any provision of these Terms is not performed in accordance with its terms,irreparable damage may occur and, notwithstanding Clause 23.7.3, the Party affected thereby isentitled to apply to the courts in England and Wales for an interim injunction to prevent such breach,or continuing breach, of these Terms and/or specific performance of the provisions hereof, inaddition to any other remedy available under English law.

23.8

Assignment

Neither Party may assign or transfer these Terms, by operation of law or otherwise, without theother Party’s prior written consent. Any attempt to assign or transfer these Terms without suchconsent will be void. Notwithstanding the foregoing, either Party may assign or transfer these Termsto a third party that succeeds to all or substantially all the assigning Party’s business and assetsrelating to the subject matter of these Terms, whether by sale, merger, operation of law or otherwise.Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of theParties and their respective successors and permitted assigns.

23.9

Force Majeure

Neither Party will be responsible for any failure or delay in the performance of its obligations underthese Terms (except for any payment obligations) due to causes beyond its reasonable control,which may include, without limitation, labor disputes, strikes, lockouts, criminal acts of thirdparties, shortages of or inability to obtain energy, raw materials or supplies, denial of service orother malicious attacks, telecommunications failure or degradation, failure of the Internet,pandemics, epidemics, public health emergencies, governmental orders and acts (includinggovernment imposed travel restrictions and quarantines), material changes in law, war, terrorism,riot, civil unrest, fire, explosion, flood, earthquake, tornado, natural disaster, or acts of God. Suchobligation will remain in full force and effect and will be performed as soon as reasonablypracticable after termination of the relevant circumstances causing such failure or delay, providedthat if such circumstances continue for more than ninety (90) days, the other Party may terminatethese Terms upon thirty (30) days’ written notice.

23.10

Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing in these Termsshall be construed to establish any partnership, joint venture or agency relationship between theParties. Neither Party will have the power or authority to bind the other or incur any obligations onthe other’s behalf without the other Party’s prior written consent.

23.11

No Third-Party Beneficiaries

Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts(Rights of Third Parties) Act 1999 to enforce any of these Terms. The rights of the Parties to rescindor vary these Terms are not subject to the consent of any other person.

PART B – SAAS TERMS

24. Software as a Service

24.1

Subject to these Terms, Ahya hereby grants to Customer and its Authorized Users a limited, non-sublicensable, non-exclusive, non-transferable right to access AhyaOS through the SaaS Model andthe Documentation during the Term set forth on the Package and Subscription Form, solely forCustomer’s internal business purposes. Such right to access AhyaOS does not grant the Customerdirect access to Ahya’s servers, databases, physical or virtual equipment or environment.

24.2

The SaaS Model implies that the Customer is required to have secure, effective and reliable internet.

25. Hosting Locations

25.1

Subject to the provisions of Clauses 25.2 and 25.3, the Customer Materials may only be stored,processed and hosted at the primary hosting facilities (including data centers and backup sites) forAhyaOS, identified in the Package and Subscription Form (collectively the “Hosting Locations”).Ahya shall not transfer or allow the transfer of the Customer Materials outside the specified HostingLocations without the prior written intimation to the Customer in accordance with Clause 25.2.

25.2

Ahya shall provide Customer with at least thirty (30) days written notice of any proposed changesto the Hosting Locations, including the addition or relocation of data centers.

25.3

Ahya represents and warrants that the Hosting Locations are built, maintained and operatedconsistent with Good Industry Practice.

26. Security

26.1

Ahya shall implement reasonable security measures to prevent unauthorized access to AhyaOSthrough the SaaS Model, the Customer Materials and other Confidential Information of theCustomer under Ahya’s control. Such measures shall in no event be less stringent than those usedto safeguard Ahya’s own property. Such measures shall include, where appropriate, use of updatedfirewalls, virus screening software, logon identification and passwords, encryption, intrusiondetection systems, logging of incidents, periodic reporting, and prompt application of currentsecurity patches, virus definitions and other updates.

26.2

Ahya shall notify the Customer within 24 hours (a) of any breach of the security of AhyaOS throughthe SaaS Model, (b) if the security of the Customer Materials is compromised in any way, or (c) ofany unauthorized disclosure of the Customer’s Confidential Data. Ahya shall cooperate with theCustomer in any investigation of the foregoing and shall provide Customer with any copies ofreports of Ahya’s investigation into, or remedial efforts with respect to, any of the foregoing.

26.3

AhyaAI Product(s)

Where agreed pursuant to the application Package and Subscription Form, AhyaAI Product(s)shall be provided by Ahya to the Customer as part of the SaaS Model in accordance with theseTerms and any Additional Terms.

PART C – FME OFF-SITE MODEL TERMS

27. Applicability of SaaS Terms

The SaaS Terms shall be applicable to, and govern, the deployment of AhyaOS through the FMEOff-site Model, such that references to the "SaaS Model" therein shall be construed as referencesto the "FME Off-site Model" for the purposes of these FME Off-site Model Terms.

28. Add-on Services

The Add-on Services shall be provided as part of the FME - Offsite Model, on the following terms:

28.1

Expert Support Services

28.1.1

The scope and the time period for the provision of the Expert Support Services shall be agreed inthe Package and Subscription Form.

28.1.2

The Customer shall without delay supply Ahya with documentation and information that Ahyadeems necessary in providing the Expert Support Services. If the Customer fails to provide Ahyawith the required timely access or necessary information, Ahya may inform the Customer of thelack of access or insufficient information and may, without any liability or penalties, suspend theperformance of the work pending receipt of the Customer’s instructions for access and/or necessaryinformation.

28.1.3

The Expert Support Services and their outcome and deliverables are based on the documentationand information supplied by the Customer to Ahya and Ahya is not responsible for verifying thecorrectness of the documents or the information that the Customer has supplied.

28.1.4

Ahya shall not to be held responsible or liable for any of Customer’s acts or omissions based onadvice or other deliverables based on incorrect, non-complete or defective documentation orinformation provided by the Customer or a third party advised or instructed by the Customer.Furthermore, Ahya does not provide any legal or regulatory advice or recommendations and it’sthe Customer’s sole responsibility to full and comply with any applicable laws and regulations.

28.1.5

The Customer shall continuously during the performance of these Terms inform Ahya of changesthat could affect the conditions of the committed Expert Support Services.

28.1.6

Upon completion of the work, Customer shall familiarize itself with the delivered work (the“Deliverables”) within a reasonable time after delivery or notification of completion of the workand inform Ahya of any question, concern, discrepancy, or inaccuracy in the Deliverables. Ahyamay at any time correct any relevant discrepancies, errors, or omissions in the Deliverables. Suchcorrections do not constitute an acknowledgement on the part of Ahya of any errors or mistakes.

28.1.7

Without prejudice to the generality of Clause 10.1, with respect to the Expert Support Services:

(a)

Each Party shall retain ownership of all Intellectual Property Rights in any materials,works, or creations that it has developed prior to the date of these Terms, including anymaterials created by third parties commissioned by that Party. Nothing in these Terms shalltransfer or assign ownership of such existing Intellectual Property Rights to the other Party;

(b)

Ahya grants the Customer a royalty free, non-transferable worldwide right to use and copythe Deliverable(s) solely for the Customer’s ordinary commercial purposes. Subject to theobligations set out in Clause 11, all Intellectual Property Rights in the Deliverables createdby Ahya in connection with these Terms shall vest in Ahya; and

(c)

With the exception of redacting any reasonably sensitive commercial data or trade secrets,the Customer may, if not otherwise agreed, only make the Deliverable(s) available, whollyor partially, to third parties, without altering the content, context, or original language ofthe Deliverable(s).

28.1.8

Ahya warrants that Expert Support Services will be performed in a good and workmanlike mannerconsistent with applicable industry standards. This warranty will be in effect for a period of thirty(30) days from the completion of any Expert Support Services. As Customer’s sole and exclusiveremedy and Ahya’s entire liability for any breach of the foregoing warranty, Ahya will promptlyre-perform any Expert Support Services that fail to meet this limited warranty.

28.1.9

The Parties may agree on Additional Terms as regards the provision of Export Support Services.

28.2

AhyaAI Product(s)

Where agreed pursuant to the application Package and Subscription Form, AhyaAI Product(s) shallbe provided by Ahya to the Customer as part of the FME Off-site Model in accordance with theseTerms and any Additional Terms. Where such AhyaAI Products are provided, references to AhyaOSin these Terms shall be deemed to include such AhyaAI Products.

28.3

Customization

Where agreed pursuant to the application Package and Subscription Form, Customization shall beprovided by Ahya to the Customer as part of the FME Off-site Model in accordance with theseTerms and any Additional Terms. Where such Customization is provided, references to AhyaOS inthese Terms shall be deemed to include such Customization.

PART D – FME ON-SITE MODEL TERMS

29. License to Use AhyaOS

29.1

Ahya agrees to deliver AhyaOS and related Documentation and does hereby grant to the Customera non-exclusive, non-transferable, and non-sub-licensable license to use AhyaOS at the AuthorizedSite(s) and use the software and related Documentation.

29.2

The Customer may make available to its appointed third party contingency and disaster recoverysupport provider a copy of the Documentation, subject to the Customer securing a confidentialityundertaking from such third party on confidentiality terms substantially equivalent to those set outin these Terms.

30. Add-on Services

Provisions of Clause 28 (Add-on Services) of the FME Off-site Model Terms shall equally apply tothe provision of Add-on Services as part of the FME On-site Model Terms.

31. Customer’s Responsibility

The Customer shall assume full responsibility for the procurement, maintenance, overall effectiveness, and efficiency of the hardware and operating environments upon which AhyaOS isto function. However, Ahya nevertheless shall provide the Customer with its good faith, carefully and diligently prepared recommendations as to the Customer’s hardware sizing requirements, based on Ahya’s diligent consideration of the hardware sizing questionnaire responses received from theCustomer, and using Ahya’s knowledge and experience.

32. Audit

The Customer shall permit Ahya’s authorized representatives at all reasonable times to audit theCustomer’s Use of AhyaOS through the delivery of AhyaOS or associated services to determinethat the provisions of these Terms are being faithfully performed. The Customer agrees to providereasonable assistance and access to information and any audit shall not unreasonably interfere withthe Customer’s normal business operations. Each Party shall bear its own costs associated withsuch audit except where a breach of these Terms and any Additional Terms is identified, in whichcase the Customer shall be liable for the full costs of such audit. The Customer agrees to pay withinthirty (30) days of written notification any additional Fees applicable to its Use of AhyaOS in excessof the license rights granted.

33. Maintenance Services

33.1

Ahya will provide customer with Maintenance Services consistent with the support programoffered by Ahya, as set forth in the Documentation.

33.2

Ahya warrants that the Maintenance Services will be performed with reasonable skill, care anddiligence. Customer shall provide Ahya with all information, access, and full good faith cooperationreasonably necessary to enable Ahya to deliver the Maintenance Services and if Customer fails todo this, Ahya will be relieved of its Maintenance Services obligations to the extent that theobligations are dependent upon Customer’s performance.

33.3

Ahya regularly changes, enhances, revises, updates, and upgrades AhyaOS. This means thatAhyaOS is continually evolving and in order to make efficient use of these changes, the Customermay need to upgrade its equipment, including but not limited to servers and other networkequipment. Ahya recognizes that Customer may have legitimate business reasons for not upgradingto a new version of AhyaOS as soon as the updated version becomes available. However, at the endof the Initial Term, Ahya may discontinue support for certain older versions of AhyaOS.

EXHIBIT A – SUPPORT AND SERVICE LEVELS

Support

Ahya will provide reasonable technical support to Customer by electronic mail in connection withits Use of the Services on weekdays during the hours of 9:00 a.m. to 5:00 p.m. (in the jurisdictionof the Ahya entity providing the services), with the exception of federal holidays subject to thefollowing conditions:

(a)

(b)

(2)

Customer may initiate a help-desk ticket during Support Hours by emailing ahyaos@ahya.ai.

Service Levels

Ahya will make AhyaOS available no less than 99.0% of the time during the Term twenty-four (24)hours a day, seven (7) days a week, except for excused downtime, which, for purposes of theseTerms, means (i) planned downtime (with reasonable advance notice to Customer) of AhyaOS (ii)emergency downtime of the AhyaOS (with reasonable notice to Customer as the circumstancespermit); and (iii) any unavailability of AhyaOS caused by a force majeure event (“UptimeAvailability”).

(2)

Planned Downtime. Ahya may perform scheduled system maintenance between the hours of 6:00pm and 7:00am on weeknights (as per the time zone of the jurisdiction of the Ahya entity providingAhyaOS to you) and all-day on weekends.

These terms of use (including all other terms, policies, notices, guidelines, and forms referenced herein or otherwise available on Tawazun (as defined below) or by hyperlink) (“Terms”) govern the use and access by our Customers and Channel Partners (as defined below) (““You”) of the Services (as defined below) and Tawazun, provided by Ahya. “Ahya”,“we” or “us” (or derivatives) means Ahya Technologies L.L.C. – FZ, Takniat Ahia Information Technology LLC, Ahya Technologies (Private) Limited or if applicable, its Affiliate in your jurisdiction (if applicable) (“Ahya”, “We”, “Us”).
‍
You may have to accept additional terms and conditions as notified to you when you are procuring or using Services or accessing Tawazun, as a Customer and/or as a Channel Partner (“Additional Terms”).

Please read these Terms carefully, as they include important information about your legal rights. By clicking “I agree”, accessing and/or using the Services and Tawazun, you are agreeing to these Terms. If you do not understand or agree to these Terms, you are not permitted to use the Services and/or access Tawazun.

Ahya and You may be referred to herein collectively as the “Parties” or individually as a “Party.”

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Interpretation and Definitions

1.1

In these Terms, unless the context otherwise requires:

(a)

References to Clauses are references to clauses of these Terms;

(b)

Words importing one gender include the other gender;

(c)

References to persons include bodies corporate, firms and unincorporated associations;

(d)

The singular includes the plural and vice versa;

(e)

(f)

(g)

The recitals, schedules, annexures to these Terms shall form an integral part hereof; and

(h)

The headings in these Terms are for the purpose of reference only and shall be ignored in the interpretation of these Terms.

1.2

In these Terms, unless the context otherwise requires, the following terms shall have the following meaning:

“Account” has the meaning ascribed thereto in Clause 4.2 of these Terms;

“Additional Terms” is defined in the preamble;

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by or is undercommon Control with a Party;

“Ahya” is defined in the preamble;

“Ahya IP” means all proprietary assets and Intellectual Property Rights of Ahya in relation to, and associated with, the Services including but not limited to Tawazun and the Ahya Marks, and any information or tools utilized, developed or deployed by Ahya for the purposes of providing the Services, and all improvements, modifications, or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights associated with the foregoing;

“Ahya Marks” means all trademarks, service marks, trade names, logos, slogans, and other designations of origin, whether registered or unregistered, that are owned, used, or licensed by Ahya in connection with the Services;

“Annual Platform Fee” has the meaning ascribed thereto in Clause 6.1 of these Terms;

“Buyer” means any person that makes use of the Services to purchase and/or retire Carbon Offsets;

“Buyer Terms” has the meaning ascribed thereto in Clause 2 of these Terms;

“Carbon Offsets” has the meaning ascribed thereto in Clause 27.1;

‍“Carbon Project” means a project that generates Carbon Offsets;

“Carbon Project Documentation” means information about a Carbon Project, including its methodology, verification standards, and any relevant third-party verification reports;

“Claims” has the meaning ascribed thereto in Clause 11.1 of these Terms;

“Content” has the meaning ascribed thereto in Clause 7.4 of these Terms;

“Control” means the right to exercise, directly or indirectly, more than fifty per cent (50%) of the voting rights attributable to the shares of the controlled corporation or appoint majority of directors of the controlled corporation or the ability, directly or indirectly, of a person to direct or cause the direction of the management and policies of a person, whether through the ownership or control of the partnership interests or voting securities, by contract or otherwise;

“Channel Partners” means any person that is provided access to Tawazun for the purposes of enhancing market access and outreach of Tawazun, facilitating the sale and purchase of Carbon Offsets through Tawazun, or providing other complementary services to Ahya in connection with Tawazun;

“Channel Partner Terms” has the meaning ascribed thereto in Clause 2 of these Terms;

“Customer” means any customer that makes use of the Services, whether as a Buyer or a Seller;

“Customer Materials” has the meaning ascribed thereto in Clause 7.5 of these Terms;

“Disclosing Party” has the meaning ascribed thereto in Clause 9.1 of these Terms;

“Dispute” has the meaning ascribed thereto in Clause 24.1 of these Terms;

“ERPA” means the emissions reduction purchase agreement, as may be entered into by and amongst a Buyer, a Seller, and Ahya (in the limited capacity as an intermediary) in connection with the sale and purchase of Carbon Offsets, substantially in the form provided by Ahya;

“Fees” has the meaning ascribed thereto in Clause 6.1 of these Terms;

“General Terms” has the meaning ascribed thereto in Clause 2 of these Terms;

“Indemnified Party” has the meaning ascribed thereto in Clause 11.4 of these Terms;

“Indemnifying Party” has the meaning ascribed thereto in Clause 11.4 of these Terms;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Listed Offsets” has the meaning ascribed thereto in Clause 37.1 of these Terms;

“Listing” has the meaning ascribed thereto in Clause 37.1 of these Terms;

“Order” means a Purchase Order or a Retirement Order;

‍“Parties” is defined in the preamble;

“Payment Method” has the meaning ascribed thereto in Clause 6.4(a) of these Terms;

‍“Party” is defined in the preamble;

‍“Purchase Certificate” means the certificate to be issued by Ahya to the Buyer that specifies thedetails of the Purchased Offsets, including but not limited to, the serial numbers, the CarbonProject(s) which are the source of the relevant Purchased Offsets, and the amount of emissions offset by the Purchased Offsets;

“Purchase Order” has the meaning ascribed thereto in Clause 29.1 of these Terms;

“Purchase Order Confirmation” means, in the case of a Purchase Order, the confirmation of the receipt of such Purchase Order, communicated by Ahya to the Seller through Tawazun, pursuant to which the Seller will effect a Seller Delivery;

“Purchase Price” has the meaning ascribed thereto in Clause 29.1 of these Terms;

“Purchased Offsets” has the meaning ascribed thereto in Clause 29.1 of these Terms;

“Project Creation Application” has the meaning ascribed thereto in Clause 37.1 of these Terms;

“Receiving Party” has the meaning ascribed thereto in Clause 9.1 of these Terms;

“Retirement Certificate” means the certificate to be issued by Ahya to the Buyer that specifies the details of the Carbon Offsets retired as per the Buyer’s request, including but not limited to, the purpose of retirement and scope of emissions;

“Reversal” has the meaning ascribed thereto in Clause 31.3 of these Terms;

“Retirement Order” has the meaning ascribed thereto in Clause 29.1 of these Terms;

“Retired Offsets” has the meaning ascribed thereto in Clause 29.1 of these Terms;

“Seller” means any third-party negative emissions and carbon offset developers or registries that make use of the Services to sell Carbon Offsets;

“Seller Delivery” has the meaning ascribed thereto in Clause 40.1 of these Terms;

“Seller Terms” has the meaning ascribed thereto in Clause 2 of these Terms;

“Services” means the provision of access to, and use by, the Customers of, Tawazun and any related products, services, content, tools, features and functionality on or through Tawazun;

“Stripe” has the meaning ascribed thereto in Clause 6.4(a) of these Terms;

“Stripe Agreements” has the meaning ascribed thereto in Clause 6.4(a) of these Terms;

“Tawazun” means the voluntary carbon marketplace platform, whether accessed through a mobile application, handheld devices, portals, payment gateways or websites, or other means, developed, hosted and operated by Ahya where Sellers sell Carbon Offsets or Buyers purchase and/or retireCarbon Offsets;

“Termination Statement” has the meaning ascribed thereto in Clause 43.2 of these Terms;

“Terms” is defined in the preamble; and

“Transaction Fee” means the fee payable to Ahya for processing any Order in accordance with the rates specified on Tawazun, from time to time, provided, however, that Ahya may change the Transaction Fee applicable to any Order at any time prior to execution of such Order.

2. Introduction

While Customers are encouraged to review the entirety of these Terms, please note that these Terms are divided into three parts, such that:

(a)

the terms set forth in Part A apply to all Customers (the “General Terms”);

(b)

the additional terms set forth in Part B only apply to Buyers (the “Buyer Terms”);

(c)

the additional terms set forth in Part C only apply to Sellers (the “Seller Terms”); and

(d)

the terms set forth in Part D only apply to Channel Partners (the “Channel Partner Terms”).

In the event of conflict between the General Terms and the specific Buyer Terms, the Seller Terms, or the Channel Partner Terms, as applicable, the provisions of the Buyer Terms, the Seller Terms, or the Channel Partner Terms, as applicable, shall prevail with respect to the rights and obligations specific to Buyers, Sellers, or Channel Partners.

PART A – GENERAL TERMS

3. Provision of Services by Ahya

4. Eligibility and User Accounts

4.1

Who May Use the Services.

The Services are available for use by entities. Individual users may access the Services only as authorized representatives of a Customer. The Customer shall ensure that access is granted only to users who are at least eighteen (18) years of age and shall procure that such users comply with these Terms.

4.2

Creating and Safeguarding your Account

To use certain Services, you need to create an account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update yourAccount via the settings page of your account profile. You may not select as your Ahya User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. Ahya reserves the right to disable any account user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, there has been a violation of any provision of these Terms or other posted policies, guidelines, or rules.

You are solely responsible for any activity on your Account, whether or not you know about them, and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at tawazun@ahya.ai if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create any Account if we have previously removed your Account, or we previously banned you from any of our Services, unless we provide written consent otherwise. You may request termination and deletion of your Account by emailing tawazun@ahya.ai.

5. Restrictions On Your Use of the Services

5.1

You represent, warrant, and agree that you will not use the Services, including without limitation contributing any Customer Material, or otherwise use the Services or interact with the Services in a manner that:

Infringes or violates the Intellectual Property Rights or any other rights of anyone else (including Ahya or any Seller);

Violates any law or regulation, including any applicable export control laws;

Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

Jeopardizes the security of your Account or anyone else’s (such as allowing someone else to log in to the Services as you);

Attempts, in any manner, to obtain the password, account, or other security information from any other user;

Violates the security of any computer network, or cracks any passwords or security encryption codes;

Runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

“Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

Conducts any systemic retrieval of data or other Content from the Services, or copies or stores any significant portion of the Content, for republication in any format or media or otherwise;

Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;

Is for a commercial purpose, including but not limited to competing with Ahya’s Services or reselling the Services to a third party; and

Creates or compiles, directly or indirectly, any collection, compilation, or other directory from the Content displayed through the Services except for your personal, noncommercial use.

A violation of any of the foregoing is grounds for immediate termination of your right to use or access the Services.

5.2

Unauthorized Use

The Customer shall be liable for any unauthorized use of the Services. Ahya shall have no liability for any loss or damage arising from the Customer’s failure to comply with these Terms.

5.3

Third-Party Services and Materials

The Services may contain references or links to third-party websites or resources. We provide these references and links only as a convenience and are not responsible for the content, products, or services on or available from those third-party websites or resources or links displayed on such websites. When you access third party websites or use third party services, you accept that there are risks in doing so, and that Ahya is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. Ahya has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Ahya will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

5.4

Accessing the Services

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Ahya does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and.electronic communications. Ahya reserves the right to modify, revise, or remove the Services we provide, at our sole discretion without notice. We may restrict access to some parts of the Site, or other Services. Ahya will not be liable for any outages to the Site or other Services that may occur, for whatever reason.

6. Fees and General Payment Terms

6.1

You agree to pay all applicable costs and fees associated with your use of the Services (“Fees”) which are invoiced to you. Such Fee shall include, but is not limited to, an annual fee, as may be communicated by Ahya, for access to and use of the Services (the “Annual Platform Fee”), which shall be payable in full within seven (7) days of issuance of an invoice is respect thereof, and is non-refundable.

6.2

We reserve the right to change the Fees, and to correct pricing errors that may inadvertently occur (and to cancel any orders in our sole discretion that were purchased with pricing errors). All such changes shall be effective immediately upon posting of such new Fees to the Services and/or upon making the Customer aware of the pricing error.

6.3

You agree to pay any costs or fees associated with making payments or transferring money.

6.4

Notwithstanding any amounts owed to Ahya hereunder, Ahya does not itself process payments through the Services. Payments may be made to Ahya in the following manner:

Where the invoice amount is not more than USD 50,000, we use a third-party payment processor to bill you through the payment method linked to your account on Tawazun or otherwise provided in connection with a transaction (“Payment Method”). You must provide and maintain a current, complete and accurate Payment Method and you represent and warrant that you have the legal right to use any such Payment Method.

To facilitate payments made via your Payment Method, we use Stripe and its affiliates(“Stripe”), a third-party payment processor. These payment processing services are provided by Stripe and are subject to Stripe’s terms and conditions and other policies (collectively, the"Stripe Agreements"). By agreeing to these Terms, users that use the payment functions of theService also agree to be bound by the Stripe Agreements, as the same may be modified byStripe from time to time. You hereby authorize Stripe to store (and, if applicable, continue billing) your specified Payment Method even after such Payment Method has expired. Please contact Stripe for more information. Ahya assumes no liability or responsibility for any payments you make through the Services. We reserve the right to correct any errors or mistakes that Stripe makes even if it has already requested or received payment. If we, through Stripe, do not receive payment from you, you agree to pay all amounts due on your billing account upon demand. You authorize us to attempt repeat charges on your Payment Method if an initial attempt to charge fails.

Where the invoice amount exceeds USD 50,000, Ahya shall facilitate payments through a bank transfer or other payment methods specified in the invoice. In such cases, you agree to follow the payment instructions provided in the invoice, and Ahya shall not be responsible for any delays, errors, or additional fees imposed by your bank or any intermediaries as regards such payments.

6.5

Unless otherwise noted, all currency references are in U.S. Dollars.

6.6

You are responsible for the payment of all taxes related to obtaining the Services.

6.7

For clarity, if you direct other end users to the Services to sell or purchase Carbon Offsets directly through Services, such end user will be responsible for all Fees associated with such sale or purchase, unless otherwise agreed.

6.8

Without limiting any other rights provided for herein, all overdue payments, including those resulting from breach, shall bear interest at a rate equal to the lower of: (a) the highest rate permitted by applicable law, and (b) the applicable rate set out below:
‍

(i)

For a payment made between eight (8) and fifteen (15) days after the date of invoice: five percent (5%);

(ii)

for a payment made between sixteen (16) and thirty (30) days after the date of invoice: ten percent (10%); and

(iii)

For a payment made more than thirty (30) days after the date of invoice: twenty percent (20%), which rate shall continue to apply until full payment is made.

7. Intellectual Property Rights and Data

7.1

Subject to the limited rights expressly granted hereunder, Ahya and its licensors reserve all rights, title and interest in and to the Ahya IP. No rights, title or interest are granted to Customer by Ahya or its licensors hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

7.2

Without prejudice to the generality of Clause 7.1:

the Services, including their “look and feel” (e.g., text, graphics, images, logos),proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws; and

Ahya Marks and all related names, logos, product and service names, designs and slogans are trademarks of Ahya or its Affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

7.3

Subject to your compliance with these Terms (including, without limitation, payment of the applicable costs and fees), Ahya hereby grants you a non-exclusive and perpetual license to use theServices only for your own internal use. Unless otherwise stated in these Terms, or in an amendment there to, you do not have a right to transfer, sublicense, or otherwise distribute the Services to any third party. Except as expressly authorized in these Terms, you may not copy or modify the Services, in whole or in part. You acknowledge that the Services constitute and contain trade secrets of Ahya and its licensors, and, in order to protect such trade secrets and other interests that Ahya may havein the Services, you agree not to disassemble, decompile or reverse engineer the Services nor permit any third party to do so, except to the extent such restrictions are prohibited by law.

7.4

Content

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, Customer Materials, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Ahya’s) rights.

7.5

Customer Materials

The Services may involve the submission of data, information and other content (“CustomerMaterials”) by you and other users, including transactional data pertaining to any transactions made through the Services. Except as otherwise provided in these Terms, Ahya does not acquire any ownership of any Intellectual Property Rights in the Customer Materials that you submit through the Services. Notwithstanding the foregoing, you hereby grant Ahya a limited, nonexclusive, perpetual, irrevocable, worldwide, sublicensable and royalty-free license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer), reproduce and use the Customer Materials submitted, posted or displayed by you through the Service, solely to the extent needed to provide, enhance and promote the Services(and the related benefit of the Services), in accordance with applicable data privacy laws, rules or regulations.

You understand and agree that Ahya, in performing the required technical steps to provide theServices to our users (including you), may need to make changes to your Customer Materials to conform and adapt those Customer Materials to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so. You are responsible for all Customer Materials you contribute or provide, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.Any personal data received by Ahya under these terms will be governed by our Privacy Policy.

7.6

Feedback

Customer grants Ahya a worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use, distribute, disclose, and incorporate any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the Services. Ahya cannot publicly disclose Customer feedback as a marketing or communications effort withoutCustomer’s prior written consent.

8. International Use and Jurisdictional Issues

If you access or use the Services from outside the jurisdiction of the Ahya entity providing theServices to you (please see preamble), you do so at your own risk. In all circumstances, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Ahya makes no representation that the Services are appropriate or available for use in your jurisdiction. If you choose to access the Services, you do so on your own initiative and are responsible for compliance with any applicable local, state, and federal laws, rules and regulations.

9. Confidential Information

9.1

As used herein, “Confidential Information” means any information that one Party (the “DisclosingParty”) provides to the other Party (the “Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered confidential given the nature of the information and/or the circumstances of disclosure.For clarity, the Services will be deemed Confidential Information of Ahya and Customer Materials will be deemed Confidential Information of Customer. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the ReceivingParty; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of theDisclosing Party.

9.2

The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that Ahya may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know suchConfidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these Terms, or (ii)as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

9.3

The Receiving Party shall hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own Confidential Information of a like nature against unauthorized dissemination and use.

9.4

Each Party's obligations of non-disclosure about Confidential Information will survive the termination or expiration of these Terms. If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other Party in breach of this Clause 9.4, the other Party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies are inadequate.

9.5

These Terms will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

10. Representations and Warranties and Disclaimer

10.1

Each Party hereby represents and warrants to the other Party that:

(a)

it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Terms; and

(b)

the execution, delivery and performance of these Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party.

10.2

Except as expressly set forth in these Terms, the Services and other Ahya IP are provided on an “as is” basis, and Ahya makes no warranties (whether express or implied) or representations toCustomer, or to any other party regarding the Ahya IP, the Services or any other services or materials provided hereunder. Ahya is not responsible for any issues related to the performance, operation or security of the Services that arise from Customer Materials. To the maximum extent permitted by applicable law, Ahya hereby disclaims all warranties and representations, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a10.3 particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of trade. Without limiting the foregoing, Ahya hereby disclaims any warranty that use of theServices will be error-free, bug-free or uninterrupted. Ahya also makes no representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for (i) the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services, (ii) any failure or delay in Carbon Offset purchasing process.

10.3

The information presented throughout the Services is made available for general information purposes only. Ahya does not warrant the accuracy, completeness, or usefulness of the information.Any reliance you place on such information is at your own risk.

11. Indemnification

11.1

Ahya Indemnification

(a)

Subject to Clause 11.1(b) and Clause 12, Ahya will defend Customer against any claim, suit or proceeding brought by a third party (“Claims”) alleging that Customer’s use of the Services infringes or misappropriates such third party’s Intellectual Property Rights and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Ahya (including reasonable attorneys’ fees) resulting from such Claim.

(b)

Ahya’s obligations under Clause 11.1(a) will not apply if the underlying third party claim arises from or as a result of: (i) Customer’s breach of these Terms and Additional Terms, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Services that have been provided by Ahya; (iv)modifications to the Services by anyone other than Ahya; or (v) combinations of the Services with software, data or materials not provided by Ahya.

11.2

IP Remedies

If Ahya reasonably believes the Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Ahya may, at its sole option and expense use commercially reasonable efforts to: (i) modify or replace the Services, or any component or part thereof, to make it non-infringing; or (ii) procure the right for Customer to continue use. If Ahya determines that neither alternative is commercially practicable, Ahya may terminate these Terms, in its entirety or with respect to the affected component, by providing written notice to Customer and provide a pro rata refund. The rights and remedies set forth in this Clause 11.2 shall constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Services.

11.3

Customer Indemnification

Subject to Clauses 11.4 and 12.1, Customer will, indemnify, defend and hold harmless Ahya against Claims and/or any losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from the following:

(a)

any Customer Materials, including, without limitation, (i) any Claim that the CustomerMaterials infringes, misappropriates or otherwise violates any third party’s IntellectualProperty Rights or privacy or other rights; or (ii) any Claim that the use, provision, transmission, display or storage of Customer Materials violates any applicable law, rule or regulation;

(b)

any of Customer’s products or services; or

(c)

use of the Services by Customer in a manner that is not in accordance with these Terms(including any actions taken by a third party using your account or claims by your customers arising from their use of the Services through your products), including, without limitation, any breach of the license restrictions in Clause 7.

11.4

Third Party Indemnification Procedures

The Party seeking defense and indemnity (the “Indemnified Party”) will promptly notify the otherParty (the “Indemnifying Party”) of the Claim for which indemnity is being sought and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which theIndemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party's prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party's business, products or services). The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.

12. Limitations of Liability

12.1

Nothing in these Terms limits any liability for:

(a)

death or personal injury caused by negligence;

(b)

fraud or fraudulent misrepresentation; or

(c)

any liability that cannot legally be limited.

12.2

(a)

any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, or

(b)

any amount, in the aggregate, in excess of the amounts paid by you to Ahya in connection with the Services in the twelve (12) month period preceding this applicable claim,

(c)

any matter beyond our reasonable control.

13. Termination of License and Your Account

If you breach any of the provisions of these Terms or Additional Terms, Ahya may immediately terminate any licenses granted hereunder, with or without notice to you. Additionally, Ahya maysuspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for a breach of these Terms or as otherwise determined by Ahya in its reasonable discretion. If Ahya deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. Termination of your access to the Services or any part thereof shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability that you may otherwise have to us or any third party.Termination will not limit any of Ahya’s other rights or remedies at law or in equity.

Ahya has the sole right to decide whether you are in breach of any of the restrictions set forth in these Terms or Additional Terms. Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to deactivate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important Customer Materials you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Ahya. If you have deactivated your account by mistake, contact us immediately at tawazun@ahya.ai, and we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.

14. Marketing

The Customer agrees that Ahya may (i) disclose that the Customer is a paying customer and (ii) use Customer’s name and logo on its own website, and in promotional and marketing material. In connection with the foregoing, Customer grants Ahya a non-exclusive, royalty-free, license to use and display Customer’s name, marks or logos according to any usage guidelines or other limitations Customer provides.

15. Consent to Electronic Communications

Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from Ahya or anyone calling on its behalf, you expressly consent to be contacted by Ahya and anyone calling on its behalf for any and all purposes arising out of or relating to these Terms or your use of the Services, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree we may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto-telephone dialling system or an automatic texting system. Automated messages may be played when the telephone is answered whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via text. You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialled) from Ahya, its agents, representatives, affiliates or anyone calling on its behalf at the specific number(s) you have provided to Ahya, or numbers we can reasonably associate with your Account (through skip trace, caller ID capture or other means),with information or questions about your Account or use of the Services. You certify, warrant and represent that the telephone numbers that you have provided to us are your correct and current contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to us and agree to promptly alert us whenever you stop using a particular telephone number. Your cellular or mobile telephone provider will charge you according to the type of plan you carry. You also agree that we may contact you by email, using any email address you have provided to us or that you provide to us in the future. We may listen to and/or record phone calls between you and our representatives without notice to you as permitted by applicable law. For example, we may listen to and record calls for quality monitoring purposes.You consent to receive communications from us in electronic form should we so elect, includingany and all disclosures and other communications that are required by law.

16. Changes to Terms and Services

16.1

Ahya Indemnification

These Terms and Additional Terms are subject to change. If we modify the Terms and/or Additional Terms, we’ll let you know either by posting the updated Terms and/or Additional Terms on the Services or through other communications. It’s important that you review the Terms and Additional Terms whenever we update them or when you use the Services. If you continue to use the Services after we have posted updated Terms and/or Additional Terms, you are agreeing to be bound by the updated Terms and/or Additional Terms. If you don’t agree to be bound by the updated Terms and/orAdditional Terms, then you may not use the Services anymore and you are prohibited from doing so. We may, at our sole discretion, change or discontinue all or any part of the offerings we provide via our Services, at any time and without notice.

You acknowledge that Ahya may establish general practices and limits concerning use of the Services, including the maximum period of time that data or other content will be retained by the Services and the maximum storage space that will be allotted on Ahya’s or its third-party service providers’ servers on your behalf. You agree that Ahya has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded to the Services. You acknowledge that Ahya reserves the right to terminate or suspend accounts and credentials that are inactive for an extended period of time. You further acknowledge that Ahya reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

17. Entire Agreement

These Terms and any Additional Terms are the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, both written and oral, with respect to its subject matter. TheParties agree that any terms of conditions stated in a Customer purchase order or other document related to these Terms is void. These Terms may be amended or modified only by a written document executed by duly authorized representatives of the Parties.

18. Survival

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, disclaimers, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

19. Customer’s Contact Person

Customer shall designate a primary contact person who will act as the main point of communication between the Customer and Ahya. This contact person will be responsible for all communications regarding the Services, including support requests, technical queries, and notices. The Customer must provide Ahya with accurate and up-to-date contact details for the nominated contact person. This information may include the name, job title, phone number, email address, and any other details required by Ahya.

20. Notices

Any notice or other communication given or made or in connection with the matters contemplatedby these Terms shall be in writing by email. Any notice you send to us must be sent to tawazun@ahya.ai.

Any notice we send to you will be sent to the email address registered against your Account.

21. Waiver

Either Party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. Any waiver will constitute a waiver only with respect to the specific matter described therein and will not impair the rights of the Party granting the waiver in any other respect or at any other time. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the Party granting the waiver.

22. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will been forced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of these Terms will remain in full force and effect. The invalidity of one provision in one jurisdiction does not affect its enforceability in other jurisdictions.

23. Governing Law and Jurisdiction

23.1

These Terms (including the agreement as to arbitration contained herein) and any dispute or claim arising out of or in connection with it (including disputes as to regarding its existence, validity or termination) or its subject matter or formation (including non-contractual disputes or claims) (a “Dispute”) will be governed by, and construed in accordance with, the substantive laws of England and Wales, without reference to any choice of law principle that would result in the application of any other law.

23.2

The Parties specifically acknowledge that the terms of these Terms represent their sole and express intent, to the exclusion of any other intent, and they specifically disclaim the application of any provision of the applicable law, legal doctrine or principle that would permit variance or avoidance of these Terms.

23.3

Any Dispute will be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which rules are deemed to be incorporated herein. The number of arbitrators shall be one. The seat (or legal place) of arbitration will be Dubai, United Arab Emirates. The language of the arbitration will be English.

23.4

The Parties agree that, if any provision of these Terms is not performed in accordance with its terms, irreparable damage may occur and, notwithstanding Clause 23.3, the Party affected thereby is entitled to apply to the courts in England and Wales for an interim injunction to prevent such breach, or continuing breach, of these Terms and/or specific performance of the provisions hereof, in addition to any other remedy available under English law.

24. Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Ahya’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations hereunder without your prior consent.

25. Force Majeure

Neither Party will be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, criminal acts of third parties, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, failure of the Internet, pandemics, epidemics, public health emergencies, governmental orders and acts (including government imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, civil unrest, fire, explosion, flood, earthquake, tornado, natural disaster, or acts of God. Such obligation will remain in full force and effect and will be performed as soon as reasonably practicable after termination of the relevant circumstances causing such failure or delay, provided that if such circumstances continue for more than ninety (90) days, the other Party may terminate these Terms upon thirty (30) days’ written notice.

26. Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing in these Terms shall be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.

PART B – BUYER TERMS

27. The Services allow you to:

27.1

The Services allow you to:

(a)

find, compare, select, purchase, and/or retire voluntary emission reductions (VERs) also referred to as carbon offsets, renewable energy credits, carbon removal credits and similar assets quantified and tracked in the form of tonnes of CO2e intended or anticipated to be avoided, reduced, or removed and issued as credits (“Carbon Offsets”), provided, however, that any order placed through the Services for Carbon Offsets must be for a minimum of one (1) tonne of CO2e; and

(b)

report Carbon Offset transactions.

27.2

Ahya will help facilitate transactions between Buyers and Sellers and will provide the Buyers with the appropriate evidence of your purchase of the Carbon Offsets, but you acknowledge and agree that:

(a)

Ahya serves an intermediary between you and the applicable Seller and in the transactions between you and the applicable Seller, Ahya does not act as a seller or reseller of Carbon Offsets, and is not a party to these transactions between the Buyer and any Seller;

(b)

The availability of any particular Seller or Carbon Offset through the Services is not an endorsement, recommendation or sponsorship of such Seller or Carbon Credit by Ahya;

(c)

t is not possible for Ahya to verify the accuracy or completeness of all information it obtains from or about Sellers;

(d)

Sellers may inadvertently or intentionally provide inaccurate information to Ahya about themselves, their Carbon Projects, or the Carbon Offsets that they are offering to make available through the Services;

(e)

Sellers may inadvertently or intentionally omit relevant information to Ahya about themselves, their Carbon Projects, or the Carbon Offsets that they are offering to make available through the Services;

(f)

Sellers may be unable to create, transfer, or certify certain Carbon Offsets despite their commitment to Ahya that such Carbon Offsets would be created, transferred, or certified;

(g)

Sellers may experience business disruptions that render them unable to provide or certify Carbon Offsets that were offered for sale on the Services;

(h)

Similar errors, misrepresentations, omissions, negligence, or misconduct may occur on the part of Sellers which could cause them to be in breach of their agreements with Ahya or otherwise unable to provide or certify Carbon Offsets which they offered for sale through the Services.

27.3

Ahya endeavours to only make available Carbon Offsets that are registered with recognized registries, including but not limited to Verra, Gold Standard, or Puro Earth, for purchase through the Services. However, Ahya shall have no liability to you, for any actual, financial, emotional, monetary, or reputational harms, in cases of error, misrepresentation, omission, negligence, misconduct, or failure to fulfill obligations by the Seller to you or to Ahya. In the event that you need to seek legal recourse against a Seller, you may request Ahya’s assistance in resolving the dispute with the Seller prior to the commencement of any formal legal proceeding.

28. Disintermediation Policy

You acknowledge that Ahya uses substantial labor and effort to provide the Services to you, specifically in identifying and contracting with Sellers to make their Carbon Offsets available through the Services. You agree that during the pendency of these Terms, you will not circumvent or attempt to circumvent Ahya, by soliciting the sale of Carbon Offsets from any Sellers known by you to be a Seller of Ahya. Should you breach your representations and warranties in this section, you shall pay Ahya a one-time fee equal to twenty five (25%) of the annual estimated payment from you to such Seller.

29. Order for Purchase and/or Retirement of Carbon Offsets

29.1

Buyers may:

29.2

purchase Listed Offsets by placing an order with Ahya (the “Purchase Order”) and paying the applicable purchase price designated in the Listing (the “Purchase Price”) plus the applicable Transaction Fee. Once Buyer completes such a Purchase Order through the Services, including payment of the Purchase Price and the Fee, Ahya will process the Purchase Order and the applicable Listed Offsets will become “Purchased Offsets”.

Where the Purchase Order exceeds a minimum monetary threshold, as posted by Ahya on the Services, from time to time, the Buyer may require the Seller to enter into an ERPA. In such case, Ahya will not process the Purchase Order unless the ERPA has been executed; and/or

29.2

retire Carbon Offsets (including Purchased Offsets) by processing an order with Ahya (the “Retirement Order”) and paying the applicable Transaction Fee. Once Buyer completes such a Retirement Order through the Services, including payment of the Fee, Ahya will process the Retirement Order and the applicable Carbon Offsets will become “Retired Offsets”.

29.2

Without prejudice to the generality of Clause 6.7, you are responsible for all taxes related to the purchase and/or retirement of the Carbon Offsets, including any taxes owed to any applicable governmental authority with respect to the purchase and/or retirement of Carbon Offsets.

30. Changes

Ahya may, at any time, revise or change the pricing, availability, specifications, content, descriptions, form, functionality or features of any Carbon Offsets. While we attempt to be as accurate as we can in our descriptions for the Carbon Offsets, we do not warrant that Carbon Offsets descriptions are accurate, complete, reliable, current, or error-free. The inclusion of any Carbon Offsets for purchase through the Services at a particular time does not imply or warrant that the Carbon Offsets will be available at any other time. The Buyer agrees that we shall not be liable to the Buyer or to any third party for any modification, suspension or discontinuance of any Carbon Offsets.

31. Fulfilment of Orders

Purchase Order

31.1

If a Buyer purchases Carbon Offsets through the Services, the Purchase Price will be placed in an account and will be held by Ahya on the Buyer’s behalf until the Carbon Credit is delivered by the applicable Seller. Upon receipt of the amount owed by a Buyer for a Purchase Order, Ahya will reserve the appropriate allocation of Carbon Offsets in Ahya’s system to prevent any double counting or out of stock events.

31.2

Carbon Offsets shall be fulfilled within thirty (30) days of a Purchase Order being placed by the Customer through the Services. While we will strive to have Carbon Offsets fulfilled within such time period, the Seller may experience delays in fulfillment for various operational reasons. In such a case where a Carbon Credit has not been fulfilled in terms of this Clause 31.2, the Buyer may choose to contact us to either request an estimate of the new fulfillment date, to request a replacement Carbon Credit be provided, or to request a full refund of the Purchase Price and Transaction Fee for the unfulfilled Carbon Offsets. Carbon Offsets shall be deemed to be fulfilled when the Carbon Offsets are transferred to the applicable registry account of the Buyer by the Seller and a Purchase Certificate as well as Carbon Project Documentation are issued by Ahya to the Buyer.

31.3

If an intentional or unintentional event results in the emissions of an equivalent amount of carbon dioxide for which Carbon Offsets were issued (a “Reversal”), Ahya may, at its option, use commercially reasonable efforts to obtain replacement Carbon Offsets. If a particular Carbon Offset or Seller becomes unavailable following purchase (for reasons other than a Reversal), Ahya shall use commercially reasonable efforts to either procure an alternative Carbon Credit for you, or offer you a refund for such Carbon Offsets.

31.4

We reserve the right, with or without prior notice and in our sole and complete discretion, to (a) discontinue, modify, or limit the available quantity of, any Carbon Offsets, and (b) refuse to allow any Buyer to purchase any Carbon Offsets.

Retirement Order

31.5

If a Buyer places a Retirement Order through the Services, the Carbon Offsets shall be retired by Ahya on the Buyer’s behalf by liaising with the applicable registry and a Retirement Certificate shall be issued by Ahya to the Buyer.

31.6

Carbon Offsets shall be retired within thirty (30) days of a Retirement Order being placed by the Customer through the Services. While we will strive to have Carbon Offsets retired within such time period, Ahya may experience delays in fulfillment for various operational reasons. In such a case where a Carbon Offset has not been retired in terms of this Clause 31.6, the Buyer may choose to contact us to either request an estimate of the new retirement date, or to request a full refund of the Transaction Fee.

31.7

We reserve the right, with or without prior notice and in our sole and complete discretion, to refuse any Retirement Order placed by a Buyer.

32. Refunds

Eligibility for any refunds will be determined by Ahya in its sole discretion. The Buyer may request a refund of your payment by contacting Ahya at tawazun@ahya.ai. Any approved refunds will be less any applicable taxes, Fees and any amounts redeemed for Carbon Offsets or which have already been provided to Sellers for purchase of Carbon Offsets. Requests for refunds must be received by Ahya within seven (7) days after payment has been completed for the Order.

33. Ahya Indemnification

In addition to the reasons set forth in Clause 11.1(b), Ahya’s obligations under Clause 11.1(a) will not apply if the underlying third party claim arises from or as a result of your violation of a Seller’s rules, policies, terms of service, or any agreement between you and a Seller.

34. Customer Indemnification

Subject to Clauses 11.4 and 12.1, you will defend Ahya, its affiliates, officers, agents, employees, and Sellers against Claims arising from the reasons set forth in Clause 11.3 and additionally, your violation of a Seller’s rules, policies, terms of service, or any agreement between you and a Seller, and in each case, will indemnify and hold harmless Ahya against any damages and costs awarded against Ahya or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim.

35. Limitation of Liability

35.1

Subject to Clause 12.1, and to the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Ahya (or its licensors) be liable to you or to any other person for the limitations and exclusions of liability set forth in Clause 12.2 or for any acts, omissions, or failures of a Seller.

35.2

The Buyer acknowledges and agrees that the purchase of Carbon Offsets entails inherent risks, especially related to the estimation and realization of the actual climate impact caused by the underlying Carbon Projects, and that Ahya shall have no liability to you whatsoever in connection with the actual climate impact achieved by the Carbon Projects underlying those Carbon Offsets or value of any Carbon Offsets.

36. Marketing

Any content or copy that you make public to promote, market, or describe the Carbon Offsets or Seller or your purchase of Carbon Offsets must either have been provided to you by Ahya, by the relevant Seller, or otherwise approved by either.

PART C – SELLER TERMS

37. Project Creation Application

37.1

From time to time, Seller may submit an application (a “Project Creation Application”) to Ahya requesting Ahya to list Seller’s Carbon Projects as having available Carbon Offsets for sale (a “Listing”) on Tawazun. Each Project Creation Application shall include any information requested by Ahya regarding the Listing. Ahya will promptly review Seller’s Project Creation Application and, in the event that Ahya approves Seller’s Project Creation Application, Seller may list Carbon Offsets (“Listed Offsets”) pursuant to an approved Listing as available for sale to Buyers.

37.2

During the term of the Listing and before Seller Delivery, Seller will maintain sole ownership and possession of all Listed Offsets and Purchased Offsets in its registry account, free and clear of all encumbrances, and will promptly remove any encumbrances that do attach to the Listed Offsets. Seller must not sell, transfer, retire or otherwise dispose of the Listed Offsets to any person other than a Buyer while the Listing is active on Tawazun.

37.3

Ahya may request supporting documentation or conduct a third-party audit of Seller’s Listings at its sole discretion. Buyers or Ahya may have questions from time to time related to Seller’s Listings or Project Creation Application. Seller will respond to Buyers’ and Ahya’s questions and provide required documentations within one (1) business day.

37.4

Seller may set the pricing of the Listed Offsets in U.S. Dollars and update the pricing up to one time every month.

38. ERPA

Where required by the Buyer, or requested by us the Seller agrees to enter into an ERPA formalizing the sale and purchase of Carbon Offsets.

39. Disintermediation Policy

You acknowledge that Ahya uses substantial labor and effort to provide the Services to you. You agree that during the pendency of these Terms, you will not circumvent or attempt to circumvent Ahya by directly contacting Ahya’s Buyers with respect to a transaction of Carbon Offsets, without Ahya’s prior written consent. Should you breach your representations and warranties in this Clause 39, you shall pay Ahya a one-time fee equal to ten percent (10%) of the annual estimated payment from such Buyer to you.

40. Seller Delivery

40.1

Upon receipt of a Purchase Order Confirmation, Seller will deliver all Purchased Offsets as specified in the Order Confirmation by transferring such Purchased Offsets to the applicable registry account(s) (the “Seller Delivery”) within thirty (30) days of receipt of the Purchase Order Confirmation. Legal and beneficial title to, risk of loss and interest in the Purchased Offsets will pass from Seller to the applicable Buyer upon Seller Delivery.

40.2

Notwithstanding the foregoing, the Seller reserves the right to reject a Purchase Order, in whole or in part, if the Seller determines that it is unable to fulfill the Purchase Order. In such cases, the Seller will notify the Ahya and consequently, the Buyer of such rejection promptly, and in any event, within seven (7) days of receipt of the Purchase Order Confirmation.

40.3

After each Seller Delivery pursuant to a Purchase Order Confirmation, Ahya will pay the Seller an amount equal to Seller’s Purchase Price.

41. Additional Representations and Warranties

In addition to the Representations and Warranties set forth in Clause 10, at each of the time that (i) the Seller submits a Project Creation Application, (ii) the time that Seller posts a Listing on Tawazun, and (iii) the time of each Seller Delivery, the Seller represents and warrants that:

(a)

each Listed Credit has been or will have been validly issued by the applicable registry set forth in the Project Creation Application, and such Listed Offsets are held or will be held in Seller’s registry account(s);

(b)

all information, including any project pictures, provided in the Listing and Project Creation Application is true and accurate with respect to the applicable offset project;

(c)

it has the right to use and publish all information provided in the Project Creation Application;

(d)

it has full legal and beneficial title and rights to all Listed Offsets, free and clear of all encumbrances;

(e)

it has not sold, transferred or otherwise disposed of the Listed Offsets and such Listed Offsets have not otherwise been retired by any person; and

(f)

it is in compliance with all applicable laws, including the applicable registry rules.

42. Refunds

The Seller acknowledges that refunds to the Buyer are contemplated under Part B of these Terms in certain circumstances. Upon being notified of a refund request in respect of a Purchase Order which has been approved by Ahya, the Seller agrees to cooperate with Ahya for the implementation of such refunds and discontinue any actions as to fulfilment of the relevant Purchase Order, and provide other reasonable assistance to ensure timely processing of refunds in accordance with these Terms.

43. Termination

43.1

In addition to the remedies available to Ahya under Clauses 13, if you breach any of the provisions of these Terms or Additional Terms, Ahya may also reject or remove any of your Listings.

43.2

Upon termination, Ahya shall remove all Listings of the Seller from Tawazun and provide Seller with a statement summarizing outstanding Purchase Orders (the “Termination Statement”). With respect to the Termination Statement, the Parties shall follow the same delivery and settlement procedure as the Purchase Order Confirmation specified in Clause 40.1. Notwithstanding the foregoing, to the extent that Seller continues to utilize the Services, Seller shall remain subject to the Terms of Service.

PART D – CHANNEL PARTNER TERMS

44. Applicability of General Terms

The General Terms (except Clause 6 (Fees and General Payment Terms) thereof), shall be applicable to, and govern, all arrangements between Ahya and a Channel Partner, such that references to a "Customer" therein shall be construed as references to a "Channel Partner" for the purposes of the Channel Partner Terms.

45. Marketing

For all promotional and marketing materials, the Channel Partner may (i) only disclose that it is a “preferred partner” of Ahya; and (ii) use Ahya’s name and logo on its own website. In connection with the foregoing, Ahya grants the Channel Partner a non-exclusive, non-transferable, royalty-free, license to use and display Ahya’s name, or logo according to any usage guidelines or other limitations that Ahya may provide.

46. Remuneration

The Channel Partner shall be entitled to payment of Transaction Fees by Ahya and/or such other remuneration, on terms as may be agreed between the Parties.

47. Compliance with these Terms

The Channel Partner shall, and shall procure any Buyers and Sellers introduced to Tawazun by the Channel Partner shall, comply with these Terms, as applicable.

Terms and Conditions

PART B – SAAS TERMS

PART C – FME OFF-SITE MODEL TERMS

PART D – FME ON-SITE MODEL TERMS

EXHIBIT A – SUPPORT AND SERVICE LEVELS

Support

Service Levels

1. Interpretation and Definitions

PART B – BUYER TERMS

PART C – SELLER TERMS

PART D – CHANNEL PARTNER TERMS

Terms and
Conditions