Terms & Conditions

These Terms govern access to and use of the Nexalab marketing data platform and related services (the "Services") provided by Nexalab Digital Management ("Nexalab", "we", "us").

The Services are provided to organizations ("Customer", "you") under an Order Form or written subscription agreement that references these Terms. By executing an Order Form, accepting these Terms electronically, or accessing the Services, you confirm you have authority to bind the organization on whose behalf you are acting.

If your organization has signed a separate Master Services Agreement with Nexalab, that agreement controls in case of conflict.

Subscription term. The initial term, fees, and scope (data volume, integrations, modules, support tier) are set out in the applicable Order Form.

Renewal. Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, subscriptions automatically renew for successive terms equal to the initial term.

Trials and pilots. Free trials and 14-day proof-of-value pilots are provided as-is, without warranty, and may be modified or discontinued at any time. Data ingested during a trial is deleted thirty (30) days after the trial ends unless the Customer converts to a paid subscription.

Ownership. Customer retains all right, title, and interest in and to data provided to or collected through the Services on Customer's behalf ("Customer Data").

License to Nexalab. Customer grants Nexalab a worldwide, non-exclusive, royalty-free license to host, store, transmit, process, and display Customer Data solely as needed to provide, secure, and improve the Services and to comply with applicable law.

Aggregated and de-identified data. Nexalab may create aggregated, anonymized, or de-identified data ("Usage Data") from Customer's use of the Services. Usage Data does not identify Customer or any individual and may be used by Nexalab without restriction to operate, improve, and benchmark the Services.

Customer agrees not to, and not to permit any user to:

• Use the Services in violation of any applicable law, regulation, or third-party right
• Ingest personal data of individuals who have not been notified or consented as required by law
• Reverse-engineer, decompile, or attempt to derive the source code of the Services
• Resell, sublicense, or grant access to the Services to anyone outside Customer's organization without written permission
• Use the Services to build a competing product or to benchmark for the purpose of building a competing product
• Interfere with or disrupt the integrity, security, or performance of the Services or attempt unauthorized access

Nexalab may suspend access in the event of a material breach of this section, with notice where reasonably practicable.

Fees are set out in the Order Form and are payable in the currency specified. Unless otherwise stated, invoices are issued annually in advance and due net 30 days from the invoice date. Late payments accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.

All fees are exclusive of taxes, duties, and similar charges, which are Customer's responsibility (other than taxes on Nexalab's net income).

Subscription fees are non-refundable except as expressly set out in these Terms or the Order Form.

Each party may receive Confidential Information from the other in connection with the Services. The receiving party will (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, (b) protect it using reasonable care and the same degree of care it uses to protect its own confidential information, and (c) not disclose it to third parties except to its employees, contractors, and advisors bound by equivalent confidentiality obligations.

Confidential Information does not include information that is publicly known, was already lawfully known to the receiving party, is independently developed without reference to the disclosing party's Confidential Information, or is rightfully received from a third party.

Nexalab warrants that during the subscription term the Services will materially conform to their published documentation. Customer's sole remedy for breach of this warranty is, at Nexalab's option, repair, replacement, or termination with a pro-rated refund of pre-paid fees for the unused portion of the term.

Except as expressly set out in these Terms, the Services are provided "AS IS" and Nexalab disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits or lost revenue, arising out of or relating to these Terms, even if advised of the possibility.

Each party's aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to Nexalab in the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply to (i) Customer's payment obligations, (ii) either party's indemnification obligations, (iii) breach of confidentiality, or (iv) liability that cannot be excluded under applicable law.

Either party may terminate these Terms for the other party's material, uncured breach with thirty (30) days' written notice. Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations.

Upon termination, Customer's access to the Services ends and Nexalab will, within thirty (30) days, delete or return Customer Data as set out in the DPA. Sections that by their nature should survive termination (fees due, confidentiality, IP, liability, governing law) will survive.

These Terms are governed by the laws applicable in the Emirate of Dubai, United Arab Emirates, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts of the Dubai International Financial Centre ("DIFC"), except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Nexalab Digital Management Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates

Email: info@nexalab.tech

For contract questions, please include "Legal" or "Contracts" in the subject line.