Subscription Terms and Conditions

2.1 By accessing or using the Platform, the Client agrees to these Terms and Conditions on behalf of himself / itself and its Authorized Users, where relevant, and represents and warrants that the Client has full authority to bind himself / itself and its Authorized Users to these Terms and Conditions.

2.2 Subject to the terms and conditions set out herein, Company shall provide Client's Authorized Users access to the Platform via a subscription ("Subscription"), and will also use commercially reasonable efforts to provide the Client the Services. Company grants Client a worldwide, non-exclusive, non-transferable right to access the Platform solely for the purposes and uses as may be permitted by the Company.

2.3 Once the Client is able to log into and access the Platform, the Client shall be able to view the details of the tenure of the Subscription (which can be either on an annual or a monthly basis), the service capacity / authorized number of licenses and the associated fees payable for the Subscription. The Client acknowledges and agrees that certain Subscriptions provide different functionalities and each Subscription type may be restricted in terms of usage. The details of the same shall form part of the Subscription table which Company shall update from time to time.

2.4 The Client can opt for a Subscription on the basis of Fees to be paid on a monthly or an annual basis. Until such time that the fees is paid by the Client to the Company in full, the Client shall not be able to access the Platform and the Subscription shall not commence. The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Term or then-current renewal term, upon 15 (fifteen) days prior notice to the Client (which may be sent by email).

2.5 The Subscription cannot be paused or resumed during the Term. Upgrades to the Platform shall always be made immediately available, and shall be prorated for the remaining Term of the Subscription, subject to payment by the Client of increased Fees, if any, as applicable. The Company offers instant access to new features, subject to payment by the Client of increased Fees, if any, as applicable. In case of a monthly Subscription, the Client is not allowed to downgrade the Subscription during the Term, and can only opt for downgrading the Subscription upon renewal of the Subscription Term. In case of an annual Subscription, the Client may opt to downgrade the Subscription during the Term, by changing the plan to a lower subscription tier, upon which, the downgrade shall take effect within 90 (ninety) days, and a credit note shall be issued and the refund shall be processed accordingly on a pro rata basis, upon the expiry of the aforementioned 90 (ninety) days period.

2.6 The Client may also purchase additional add-on services and the Client may avail such add-on services once the fees in this regard is paid to the Company.

2.7 These Terms and Conditions constitute a subscription for Client to use the Platform and Services. It is not a sale, or assignment and transfer, of any software, or any work product created by Company as part of any professional services. All rights not expressly granted to Client, are reserved to Company. Because this is a subscription, Client agrees that Company and its suppliers retain all right, title and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to the Platform, the Services, the Services deliverables and any and all underlying software (including interfaces), databases, all work product, know-how, procedures, techniques, and processes, developments, inventions, technology, algorithms, designs, or any materials provided by Company, and any adaptation, modification, derivation, addition or extension of the Platform and Services.

2.8 The Client agrees and acknowledges that the use of the Platform by the Client shall be revocable and shall be on a non-exclusive and non-transferable basis.

2.9 The Company may update the Platform from time to time, without adversely affecting the Services. The Company, however, is under no binding obligation to release new features or updates to the Platform. The Company makes no representations as to future features and functionalities, irrespective of any public announcements or comments in this regard.

2.10 The Company may use Third Party service providers, including application service providers and hosting service providers, for rendering any of the Services hereunder without seeking further consent from the Client. The Company will not be responsible for any such Third Party service providers or any Third Party service providers engaged by the Client or any Third Party software that may be procured by the Client, whether with or without the Company's consent and notwithstanding that the same may be integrated with the Services. The Parties further acknowledge and agree that the Services may enable the Client to access links to Third Party websites and content, products and services therein, including users, advertisers, affiliates and sponsors of such Third Parties. However, the Company is not responsible for any Third Party websites or Third Party content provided on or through the Services and the Client agrees to bear all risks associated with the access and use of such Third Party websites and Third Party content, products and services.

3.1 The Client shall not, whether during the tenure of the Subscription or any time thereafter, directly or indirectly, and will not permit or enable any Third Party to: (a) copy any feature, design or graphic in the Platform; (b) attempt to circumvent any security device or access or derive the source code or architecture of the Platform; (c) use or access the Platform in order to build a competitive solution or to assist someone else to build a competitive solution or in any other manner that is not permitted herein; (d) load or penetration test the Platform or otherwise use the Platform in any way that is, or could reasonably be expected to be, detrimental to Company's ability to provide services to any other customer; (e) use the Platform to access the data of any other customer of Company; (f) use the Platform in a manner that violates any applicable law, ordinance, regulation or administrative order; (g) reverse engineer, decrypt, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or the Platform, documentation or other data related to the Services; (h) modify, translate, or create derivative works based on the Services or the Platform (except to the extent expressly permitted by the Company or authorized within the Services); (i) unbundle component parts of the Platform for separate use, where the Platform with multiple components is provided to the Client as a single product; (j) use the Services or the Platform for timesharing or service bureau purposes or otherwise for the benefit of a Third Party; (k) lease, license, sublicense or encumber the Services, or any portion thereof, or make the Services available to any Third Party; (l) alter, remove or destroy any proprietary notices or labels from the Services or the Platform; (m) use the Services to store or transmit infringing, libellous, malicious code or otherwise unlawful or tortious material, or to store or transmit material in violation of Third Party privacy rights; (n) use the Services in any manner that damages, disables, overburdens, or impairs any of the Company's websites or interferes with any other party's use of the Services; (o) otherwise commercially exploit the Platform or any component thereof or use the Services for any purpose or in any manner that is unlawful under applicable laws or prohibited by these Terms and Conditions; or (p) access and/or use the Platform in violation of the restrictions set out in Section 2.2 above.

3.2 Client shall ensure each username and password issued to an Authorized User will be used only by that Authorized User. Client is responsible for making commercially reasonable efforts to maintain the confidentiality of all Authorized Users' usernames and passwords. Client shall notify Company promptly of any actual or suspected unauthorized use of The Client's account, usernames, or passwords. Company reserves the right to terminate any username and password which Company reasonably determines may have been used by an unauthorized third-party, in violation of these Terms and Conditions, or for an unlawful purpose. Client shall notify Company of any actual or suspected unauthorized use of Client's account, usernames, or passwords.

3.3 The Client shall indemnify, defend and hold harmless the Company against any Damages which arises from an alleged violation of the foregoing or otherwise from the Client's use of the Services. Additionally, the Company shall also be entitled to suspend provision of the Services and the Client's access to the Platform as contained herein, on account of a breach or an alleged breach by the Client of the foregoing. Although the Company has no obligation to monitor the Client's use of the Services, the Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing and may suggest that a particular practice or use be discontinued if it is in violation of these Terms and Conditions.

3.4 The Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). The Client shall also be responsible for maintaining the functionality and security of the Equipment, the Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Client account or the Equipment with or without the Client's knowledge or consent.

3.5 The Client shall provide all cooperation and assistance as the Company may reasonably request to enable the Company to exercise its rights and perform its obligations under, and in connection with, these Terms and Conditions, including providing the Company with such access to Client's premises and its information technology infrastructure as is necessary for the Company to perform the Services in accordance with these Terms and Conditions.

4.1 The Client will pay the Company the applicable fees as per Section 2.2 above, for the Services (the "Fees"), which is non-refundable except where agreed otherwise.

4.2 Once the Fees is paid by the Client to the Company in full in accordance with Section 2.2 above, the Company shall issue an invoice to the Client for the amount paid.

4.3 All Fees invoiced are exclusive of all taxes, duties, cesses, surcharges and other statutory levies. The Client shall directly pay or reimburse the Company for all taxes, assessments, permits and fees, however designated, which are levied upon the provision of the Services, or their use. Specifically, for any Clients who are based in the UAE, the Client shall be obligated to bear value added tax, which the Company shall add as a separate line item to the invoice raised on the Client.

4.4 All amounts payable to the Company hereunder shall be paid by the Client to the Company in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason except as may be required by applicable law.

5.1 The Parties hereby represent and warrant to each other as follows: (a) that they have full power and authority, necessary to enter into these Terms and Conditions and perform their respective obligations herein, and they are not prohibited from entering into these Terms and Conditions; (b) that these Terms and Conditions will be duly authorized, and delivered by each of them and will be their legal, valid and binding obligation and enforceable in accordance with its terms; (c) that the promises, agreements or undertakings made by them under these Terms and Conditions does not violate any law or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments or court orders to which they are a party or which are applicable to them; and (d) none of the representations or warranties made by it in these Terms and Conditions and no other information provided by it to the other contains an untrue statement of material fact, or omits to state a material fact necessary to make the statements herein or therein not misleading.

5.2 In addition to the above, the Company represents and warrants to the Client that the Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Notwithstanding the foregoing, the Client acknowledges that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by Third Party providers, or because of other causes beyond the Company's reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. Moreover, the Company does not warrant that the Services will meet the required performance levels in the event of any malfunctioning of the equipment belonging to the Client which is used along with the Platform, or in the event the Client carries out unauthorised changes to the Platform or for any cause that is not attributable to the Platform or to the Company.

5.3 In addition to the above, the Client represents and warrants to the Company that: (a) the Client will use the Services only in compliance with the provisions of these Terms and Conditions and all applicable laws and regulations; (b) the Client owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Client Data that is placed on, transmitted via or recorded by the Platform and the Services; (c) The provision and use of the Client Data as contemplated by these Terms and Conditions and the Platform and the Services, does not and shall not violate any of the Client's privacy policy, terms-of-use or other agreement to which the Client is a party or any law or regulation to which the Client is subject to; and (d) no Client Data will include social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy.

6.1 The Company shall own and retain all right, title and interest in and to: (a) the Services and Platform, all derivatives, improvements, enhancements or modifications, customizations or updations thereto; (b) any Platform, applications, inventions or other technology developed independently in connection with the Services; and (c) all Intellectual Property rights related to any of the foregoing.

6.2 All comments, suggestions, enhancement requests, feedback, recommendations or other inputs provided by the Client or any other party relating to the Services or the Platform shall be owned by the Company, and the Client hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership. Any rights not expressly granted herein are reserved by the Company.

6.3 Further, the title and Intellectual Property rights in and to any content displayed by or accessed through the Platform belong exclusively to the Company.

6.4 The Client's only rights in the Platform are the express licenses referenced in these Terms and Conditions.

6.5 The Client grants to the Company a non-exclusive, non-royalty bearing, and non-sublicensable license to display the Client's trademarks solely for the purpose of the Company's marketing of its services to other potential clients.

7.1 The Company shall hold the Client harmless from liability to Third Parties and shall defend the Client against Claims made by Third Parties, resulting from infringement by the Service of any Intellectual Properties of a Third Party, provided that the Company is promptly notified of any and all threats, Claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement, and provided further that the Client shall tender sole control of the defense thereof to the Company and provide the Company with reasonable assistance and information with respect to any such Claim. The Client agrees that the Company will not be responsible for any settlement it does not approve in writing.

7.2 The foregoing obligations do not apply with respect to portions or components of the Service: (a) not supplied by the Company; (b) made in whole or in part in accordance with the Client's specifications; (c) that are modified after delivery by the Company; (d) combined with other products, processes or materials where the alleged infringement relates to such combination; (e) where the Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (f) where the Client's use of the Service is not strictly in accordance with these Terms and Conditions or if the Client has used the Services for any purpose that was not expressly authorized in writing by the Company.

7.3 If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by the Company to be infringing, the Company may, at its option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for the Client a license to continue using the Service; or (c) if neither of the foregoing is commercially practicable, terminate the Subscription and the Client's rights hereunder and provide the Client a refund of any prepaid, unused fees for the Service.

7.4 Notwithstanding anything to the contrary, except for bodily injury of a person, the Company and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, Representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of these Terms and Conditions or terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or loss of programs (including but not limited to the cost of recovery or replacement of such programs or data) or cost of procurement of substitute goods, services or technology or loss of business or loss due to inability to use the Services; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond the Company's reasonable control; or (d) for any amounts that, together with amounts associated with all other Claims, exceed the Fees paid by the Client to the Company for the Services under these Terms and Conditions in the 3 (three) months prior to the act that gave rise to the liability, in each case, whether or not the Company has been advised of the possibility of such damages.

7.5 The Client shall hold the Company harmless from liability to Third Parties and shall defend the Company against Claims made by Third Parties alleging that Client Data or Client's use of the Services infringes the privacy rights or intellectual property rights of, or has otherwise harmed, a Third Party or violates any law or regulation.

8.1 Subject to earlier termination as provided below, the Subscription is for the initial service term as may be specified as per Section 2.2 above, and shall be automatically renewed for additional periods of the same duration as the initial service term (collectively, the "Term").

8.2 In addition to any other remedies it may have, the Company may terminate the Subscription with immediate notice, if the Client breaches any of these Terms and Conditions. In such event, the Client is eligible for a refund for the period beyond the month of use. Client's data will be retained for 30 (thirty) days from the effective date of termination.

8.3 The Company shall also have the right to terminate the Subscription at any time for its sole convenience by giving at least 30 (thirty) days advance written notice of termination to the Client. In such event, the Client is eligible for a refund for the period beyond the month of use. Client's data will be retained for 90 (ninety) days from the effective date of termination and Company shall ensure that Client is able to access their own data.

8.4 Where the Client has opted for an annual Subscription, the Client shall also have the right to terminate the Subscription at any time for its sole convenience by giving at least 90 (ninety) days advance written notice of termination to the Company, and upon the expiration of the notice period, the Company shall refund to the Client any advance Fees paid by the Client which is attributable to the period after the termination effective date. Where the Client has opted for a monthly Subscription, the Client shall not be entitled to terminate the Subscription, and in case the Client does terminate the Subscription, the Company shall not be liable to refund to the Client any advance Fees paid by the Client which is attributable to the period after the termination effective date.

8.5 Where termination is initiated by the Client, the Client's data will be retained for 30 (thirty) days from the effective date of termination, and the Company shall ensure that the Client can access their data during this period. If requested by the Client, the Client's data will be removed immediately upon termination.

8.6 All sections of these Terms and Conditions which by their nature should survive termination of the Subscription, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

8.7 If subscription payment fails during renewal, the suspension and deactivation process outlined in Annexure A will be initiated. For 30 (thirty) days after expiration of the Subscription, the Company will, free of charge, allow the Client to access the Platform to retrieve data. After 30 (thirty) days, the Client agrees that no further Platform access will be granted, the Company will remove the Client's access, and the Company will delete the Client's data; provided that if the Client resubscribes to the Platform and Services within 90 (ninety) days from the effective date of expiration, the Company shall ensure that the Client can access their data.

9.1 Each Party recognizes that, by virtue of these Terms and Conditions, it may be given and may have access to specialized Confidential Information of the other Party. Each Party ("Recipient") undertakes not to divulge or communicate to any Third Party (unless required by law or by any regulation or by any governmental authorities or with proper authority) or use or exploit for any purpose whatever, save and except for the purpose of performing its obligations or exercising its rights hereunder, any of the trade secrets or Confidential Information of the other Party ("Discloser") which it may receive or obtain as a result of entering into these Terms and Conditions, and shall use its reasonable endeavors to prevent its Representatives, if any, from doing so. This obligation and restriction shall continue to apply without limit in point of time but shall cease to apply to information or knowledge which may properly come into the public domain through no fault of the Recipient, or was already known to the Recipient prior to the disclosure by the Discloser, or was independently developed by the Recipient without reliance on the Discloser's Confidential Information.

9.2 Without limiting the foregoing, the Recipient agrees to hold the Discloser's Confidential Information in strict confidence and to use at least the same procedures and degree of care that it uses to prevent disclosure of its own Confidential Information of like importance but in no instance less than reasonable care.

9.3 For sake of clarity, Confidential Information will include the existence, terms and conditions of these Terms and Conditions, information relating to the Discloser or information received from Third Parties that each Party is obligated to treat as confidential.

9.4 The disclosure to any of the employees of the Recipient shall be on a need-to-know basis and only to the extent necessary for each of them to perform its duties in relation to its obligations under these Terms and Conditions, provided, the Recipient binds such employees to terms at least as restrictive as those stated in these Terms and Conditions. The Recipient shall fully co-operate with the Discloser to enforce the confidentiality covenants against such employee.

9.5 The Recipient unconditionally agrees and undertakes to assume total responsibility for any breach either by itself or by any of its Representatives of any obligations under this Section and shall take all reasonable necessary steps and measures to restrain its Representatives from the unauthorized disclosure or use of Confidential Information, including but not limited to, the execution of confidentiality agreements by and between itself and such Representatives.

9.6 The provisions of this Section 9 shall survive the termination or expiry of the Subscription irrespective of the reason for such a termination or expiry.

9.7 The Discloser agrees that the following information shall not be deemed to be Confidential Information: (a) information that is or becomes generally available to the public without breach or unauthorized disclosure by the Recipient; or (b) information which was in the Recipient's possession or known by it prior to receipt from the Discloser; or (c) information which is or was rightfully disclosed to the Recipient without restriction by a Third Party; or (d) information which is disclosed by the Recipient to its Representatives, subject to the terms of these Terms and Conditions; or (e) information which is or was independently developed without use of any Confidential Information of the Discloser; or (f) information which is required to be disclosed by law, provided that the Recipient shall, if legally permissible, give the Discloser prompt written notice of such disclosure requirement and shall reasonably cooperate with the Discloser to obtain protective relief.

9.8 Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Client Data and data derived therefrom), and the Company will be free (during and after the term hereof) to: (a) use such information and data (including Client Data) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings; (b) disclose such data (including Client Data) solely in aggregate or other de-identified or pseudonymised form in connection with its business; and (c) use such data (including Client Data) to perform training of the Company's artificial intelligence systems. No rights or licenses are granted except as expressly set forth herein.

9.9 The Company shall not be liable or responsible for any unauthorised use of or access to the Client Data or the Services. Further, the Client shall be solely liable and responsible for the use of the Services by any employee of the Client, or by any person to whom the Client has given access to the Services or to any person who gains unauthorised access to the Platform or to Client Data, due to a failure by the Client to maintain reasonable and precautionary security checks.

9.10 The Client shall be solely responsible for safe and secure storage of its own data and the Client shall be obligated to notify the Company immediately, upon it being brought to its attention, of any data violation or data breach. The Client shall also be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to collect and use the Client Data. The Client permits and grants the Company and its licensors the right to use the Client Data only as necessary to provide the Services under these Terms and Conditions, as well as for the permitted uses as set forth in Section 9.8 above.

9.11 The Company may monitor use of the Services by all its customers and use the data gathered in an aggregate and anonymous manner. The Client agrees that the Company may use and publish such information, provided that such information does not incorporate any Client Data and/or identify the Client.

12.1 Titles and headings to Sections or paragraphs in these Terms and Conditions are inserted for convenience of reference only and are not intended to affect the interpretation or construction of these Terms and Conditions.

12.2 These Terms and Conditions constitutes the entire agreement between the Parties with respect to the subject matter of these Terms and Conditions and supersedes all prior agreements, contracts and documents executed between the Parties in connection with the subject matter herein. In the event of any conflict between the terms and conditions of these Terms and Conditions and any other documents, the terms of these Terms and Conditions shall be controlling unless otherwise stated or agreed.

12.3 These Terms and Conditions are not assignable, transferable or sublicensable by the Client except with the Company's prior written consent. The Company may transfer and assign any of its rights and obligations under these Terms and Conditions without consent.

12.4 If any term or provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

12.5 The Parties to these Terms and Conditions are independent contractors. Except for the explicit purposes set forth in these Terms and Conditions, no other relationship is intended to be created between the Parties (including, but not limited to, any employer-employee arrangement, partnership, joint venture, or similar relationship of any kind whatsoever) including, without limitation, between a Party and any principal or employee of the other Party and the Client does not have any authority of any kind to bind the Company in any respect whatsoever.

12.6 These Terms and Conditions shall not be amended, modified, altered, waived or changed in any way except by a writing executed by each Party.

12.7 Any delay, omission or failure of performance by either Party hereto under these Terms and Conditions (except in respect of payment obligations hereunder) shall not constitute default hereunder or give rise to any claim for breach of contract if, and to the extent, such delay, omission or failure is caused by or arises by reason of Force Majeure. Force Majeure shall mean occurrences beyond the reasonable control of the Party affected, including acts of God; strikes, boycotts or other concerted acts of workmen; failure of utilities; laws, regulations or other orders of public authorities; military action, state of war or other national emergency; fire or flood which, by the exercise of reasonable diligence, the delayed Party is unable to prevent or provide against. The Party affected by any Force Majeure event or occurrence shall give the other Party written notice of said event or occurrence within 10 (ten) days of such event or occurrence.

12.8 All notices, communications and other correspondence required or permitted by these Terms and Conditions shall be in writing and shall be sent to the other Party by electronic mail. The email address of the Company for the purpose of this section is: admin@integra.works

12.9All claims arising out of or relating to these Terms and Conditions will be governed by the laws of the UAE and all disputes will be subject to the exclusive jurisdiction of the courts in UAE of the Dubai International Financial Centre ("DIFC"). The Parties shall use their best efforts to cooperatively and through good faith negotiations, resolve disputes and problems that arise in connection with these Terms and Conditions.

1. Day 1: Failed payment notification- Immediate notification via email. Service continues during initial retry period.

2. Days 2-5: Payment retry notifications- 3-5 retry attempts over next few days. Service continues during initial retry period.

3. Days 6-10: Grace period reminders- Full service access maintained. Multiple reminder emails sent. In-app notifications/warnings provided.

4. Days 11-15: Service restriction warnings Full service access maintained. Multiple reminder emails sent. In-app notifications/warnings provided.

5. Days 16: Suspension notification sent. Days 16-30 Limited functionality or read-only access. Continued access to data but can access restricted features.

6. Day 30: Account Suspension/Deactivation. Service access completely suspended. Reactivation possible with payment.