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End User License Agreement

PLEASE READ THESE END USER TERMS AND CONDITIONS (‘EUTCs’) CAREFULLY BEFORE USING THE SERVICES BY CLICKING ON THE “I AGREE” BUTTON. IF YOU OR THE COMPANY YOU REPRESENT DO OR DOES NOT AGREE TO THESE EUTCs, DO NOT CLICK ON THE “I AGREE” BUTTON, DO NOT EXECUTE THIS COMMAND AND DO NOT USE THE SERVICES.

IF YOU CLICK ON “I AGREE” BUTTON, IT SHALL DEEM THAT YOU HAVE READ, UNDESTOOD AND ACCEPTED THE TERMS AND CONDITIONS VOLUNTARILY AND FREELY CONSENTED AND AGREED TO BE BOUND BY THESE EUTCs, WHICH YOU ARE HEREBY ESTOPPED TO DENY OR DEFEND AT ANY POINT OF TIME HEREAFTER.

These EUTCs set forth herein and executed on the day and date of its electronic acceptance, by Subscriber, in favor of Apps Valley , a Software Development Company office at 4/1 Lasilki Street, New Maadi, Cairo, Egypt. [hereinafter referred to as ‘AV’] having licensed the software to AV apply to the use of the Services by Subscriber and binds Subscriber for compliance of all the terms and conditions stipulated herein.

1. Authorized Use of Information

Subscriber is authorized to receive and use the Information solely in accordance with these EUTCs. Any other use of the Information by Subscriber, including, but not limited to, retransmission or reprocessing, in whole or in part, is prohibited.

In the event Subscriber is an organization, the Information is to be used solely for the internal use of such organization and its employees and not for redistribution to any other person or entity. For the avoidance of doubt ‘internal use’ shall include use by third parties with whom Subscriber share but to whom Subscriber does not sell or beneficially provide the Information, provided that the usage by such third parties constitutes an integral and inseparable part of business of Subscriber.

Subscriber further agrees not to use or permit anyone to use the Information for any unlawful purpose.

Subscriber agrees that Subscriber’s arrangement with AV for receipt of the Information is subject to immediate suspension or termination, without notice, in the event that the agreement between AV and Information Provider is suspended or terminated for any reason, whatsoever.

Subscriber agrees, when required by AV, to make application to and receive written approval for the receipt of the Information prior to using the Services and agrees to comply with any conditions, restrictions or limitations imposed by AV on its own or on the instructions of the Information Provider, including paying all such fees or charges.

2. Subscription Fees

            The Subscription Fees currently charged is for the Services and other financial content and may be amended by AV from time to time with 5 working days’ notice. The Subscription Fees is payable monthly, or annually in advance subject to such levies, taxes, fees and duties that shall be payable by Subscriber, to AV or the Stock Exchange or any other authority as the case may be. This Subscription Fee is non-refundable. AV reserves the right to recover any outstanding Subscription Fees due and payable by Subscriber through legal recourse.

3. Information from Subscribers

All Information provided to Subscriber pursuant to these EUTCs are being provided at the request of Subscriber. AV shall request in writing any additional information from the Subscriber required by any Information Provider/s or their auditors. Failure to promptly provide the requested information shall result in immediate suspension of access to the Services until such time the request is complied with.

4. Confidentiality

By reason of the relationship hereunder, Subscriber shall have access to certain information and materials concerning the Software, that are confidential and of substantial value to AV, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Confidential Information of AV shall include, without limitation, information specifically designated as confidential, the features and functions of the Services that are not available to the general public via the public internet (including screen shots of the same), future product plans, any documentation or specifications provided to Subscriber, the commercial terms (including pricing) of these EUTCs but not the mere existence of these EUTCs, any order form/s, statements of work, schedules, addenda or amendments to these EUTCs, performance and security test results, and any other proprietary, financial or business information supplied to Subscriber by AV. Subscriber agrees that it will not and will ensure that its employees, agents and contractors will not make use of (except in furtherance of these EUTCs), disseminate, or in any way disclose any Confidential Information of the AV to any person, firm or business, except for any purpose AV may hereafter authorize in writing. Subscriber will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and shall exercise reasonable care to protect its own Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not include:

·         Information previously known to Subscriber without reference to Confidential Information.

·         Information which is or becomes publicly known through no act or omission of Subscriber.

·         Information which has been independently developed by Subscriber without reference to AV’s Confidential Information.

·         Information received from a third party under no confidentiality obligation with respect to the Confidential Information.

5. Indemnity

5.1
AV shall, at its expense, defend or at its option, settle any claim, action or allegation brought against Subscriber, that the Software or any deliverable infringes any valid copyright, patent, trade secret, or any other proprietary right of any third party and shall pay any final judgments awarded or settlements entered into; provided that Subscriber gives prompt written notice to AV of any such claim, action or allegation of infringement and gives AV the authority to proceed as contemplated herein. AV will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and Subscriber shall not settle or compromise such claim, action or allegation, except with prior written consent of AV. Subscriber shall give such assistance and information as AV may reasonably require in settling or opposing, such claims. In the event any infringement claim, action or allegation is brought or threatened, AV may, at its sole option and expense (i) procure for Subscriber the right to continue use of the Software or infringing part thereof; or (b) modify or amend the Software or infringing part thereof; or (c) replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or (d) terminate these EUTCs and refund to Subscriber the prorated amount of the fees prepaid by Subscriber that were to apply to the remainder of the unexpired term, as calculated from the termination date through the remainder of the unexpired term. The foregoing obligations will not apply to the extent the infringement arises as a result of: (a) any use of the Software in a manner other than as specified in these EUTCs; (b) any use of the Software in combination with other products, equipment, devices, software, systems or data not supplied by AV to the extent such claim is directed against such combination; or (c) any alteration, modification or customization of the Software made by any party other than AV or AV’s authorized representative if such infringement would not have occurred without such modification or combination.

5.2
Subscriber shall indemnify and keep indemnified AV and its Affiliate/s, each person who controls AV (if any), any directors, officers, employees, agents, attorneys, co-branders or other partners, against all losses, costs, expenses, charges, compensations, litigations, attorney fees, demands, and claims incurred or suffered as a consequence or result of breach of these EUTCs by Subscriber or use of the Services or connection to the Services by Subscriber or as a result of infringement of Intellectual Property Rights of AV and/or its Affiliate/s or for any claim preferred by any third party arising directly or indirectly due to omissions, commissions, negligence, willful default, intentional or unintentional actions including but not limited to violation of copyright, trademark, piracy or altering, decompiling, disassembling, reverse engineering or engaging into manufacturing, distribution, supply or use of counterfeit, pirated or unlicensed software by Subscriber or for any reason whatsoever.

6. Limited Warranty

6.1
AV SHALL ENDEAVOUR AND MAKE BEST EFFORTS TO PROVIDE THE INFORMATION CONTAINED IN THE SYSTEM OR THAT WERE TRANSMITTED THROUGH THE SYSTEM, COMPLETELY, CONTINUOUSLY AND CONCISELY SUBJECT TO AVAILABILITY OF INFORMATION FROM THE INFORMATION PROVIDER/S AND ALSO OPERATIONAL PERFORMANCE OF COMMUNICATION LINKS THROUGH WHICH THE INFORMATION IS TRANSMITTED.

6.2
SUBSCRIBER EXPRESSLY UNDERSTANDS AND AGREES THAT: SUBSCRIBER’S USE OF THE SERVICES IS AT SUBSCRIBER’S SOLE RISK. THE SERVICES ARE PROVIDED TO THE SUBSCRIBER ON AN “AS IS” AND “AS AVAILABLE” BASIS. NOTWITHSTANDING THE AFORESAID AV EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, COMPLETENESS, ACCURACY, TIMELINESS OR THAT THE SAME WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF VIRUSES OR DEFECTS.

7. Termination By Subscriber

Subscriber may terminate these EUTCs by giving one (1) month written notice to AV. Upon such termination, Subscriber shall not be entitled to any refund of Subscription Fees (if any) and immediately cease all use of the Information provided by AV.

8. Termination By AV

8.1
Notwithstanding anything to the contrary, AV may terminate these EUTCs:

·         without assigning any cause, but after giving one (01) month written notice to Subscriber; or

·         forthwith without any reason, in the event of breach of Intellectual Property Rights in the Software and/or the Services by Subscriber or breach of any of the Password Policies provided under these EUTCs (clause 3), or on the instructions of the Information Provider.

8.2
Notwithstanding the aforesaid, Subscriber agrees that AV, in its sole discretion, may (or may on the instructions of the Information Provider/s) suspend or terminate Subscriber’s password/s, account designation/s (or any part thereof) or use of the Services, remove and discard any Information within the Services, deactivate or delete Subscriber’s account and all related information and files in Subscriber’s account and/or bar any further access to such files or the Services, discontinue providing the Services, or any part thereof, with or without notice if AV believes that Subscriber has violated or acted inconsistently with the spirit of these EUTCs and have not either cured the breach (if curable) or provided a satisfactory undertaking to AV or the applicable authorities, within five (5) Business Days of receiving a notification of the breach, or for maintenance purposes. Further, Subscriber agrees that AV shall not be liable to Subscriber or any third party for any termination or suspension of Subscriber’s access to the Services.

9. Governing Law and Jurisdiction

This End User Agreement shall be construed in accordance with and governed in all respects by the laws of Egypt and the Parties submit to the exclusive jurisdiction of Egypt courts in respect of all legal proceedings which may arise in any way whatsoever out of this End User Agreement.