RAIMS Digital Technologies

www.raimsdigital.com  |  admin@raimsdigital.com

Single Yearly License & Subscription Terms

Yearly Standalone Server Plan — Risper Hosted  |  With Customization Rights

SECTION 1: DEFINITIONS & INTERPRETATION

The following terms shall have the meanings assigned to them below throughout this Agreement:

SECTION 2: LICENSE GRANT & SCOPE

2.1  Nature of License

2.1.1  Subject to the Licensee's timely payment of the Subscription Fee and compliance with all terms of this Agreement, the Licensor hereby grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software solely for the Licensee's own internal business operations during the Subscription Term.

2.1.2  This Agreement constitutes a license to use the Software and does not constitute a sale. No ownership interest, title, or intellectual property rights in or to the Software are transferred to the Licensee.

2.1.3  The license is valid for a single legal entity (the Licensee) only. Use of the Software across multiple affiliated companies, subsidiaries, or third-party organizations under the same license is strictly prohibited unless covered by a separate multi-entity agreement.

2.2  Permitted Use

The Licensee is permitted to:

•       Access the Software through any standard web browser over a secure internet connection;

•       Configure, customize, and operate the Software for managing customer relationships, sales pipelines, invoicing, proposals, and related business operations;

•       Grant access to Authorized Users up to the number included in the purchased plan;

•       Use the Software's export functions to download data in permitted formats (e.g., Excel/CSV) for backup or reporting purposes;

•       Raise support tickets through the official support portal at https://connect.raimsdigital.com/

2.3  Prohibited Use

The Licensee shall NOT:

•       Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Software;

•       Modify, adapt, translate, or create derivative works of the Software;

•       Sublicense, resell, rent, lease, transfer, or otherwise make the Software available to any third party;

•       Use the Software to provide services to third-party clients as a bureau, managed service, or outsourced CRM provider without a separate written agreement with the Licensor;

•       Use the Software to process, store, or transmit unlawful, infringing, defamatory, or otherwise inappropriate content;

•       Attempt to gain unauthorized access to the Software's underlying infrastructure, servers, or other clients' data;

•       Interfere with, disrupt, or degrade the performance of the Software or its hosting infrastructure;

•       Remove, obscure, or alter any proprietary notices, trademarks, or labels on the Software;

•       Use automated scripts, bots, or scraping tools against the Software platform.

2.4  User Account Management

2.4.1  The Licensee is responsible for all activities that occur under its account and the accounts of its Authorized Users.

2.4.2  The Licensee shall ensure that Authorized Users maintain strong, unique passwords and promptly report any unauthorized access or breach to the Licensor's support portal.

2.4.3  The Licensor reserves the right to suspend any account suspected of unauthorized use, security compromise, or abuse without prior notice, subject to prompt notification to the Licensee's designated contact.

2.4.4  Sharing of login credentials between Authorized Users is strictly prohibited. Each user must maintain a unique login. The number of concurrent user sessions may be limited as per the subscribed plan.

SECTION 3: SUBSCRIPTION TERM, FEES & PAYMENT

3.1  Subscription Term

3.1.1  This Agreement commences on the Subscription Start Date and remains in force for a period of twelve (12) months (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Agreement.

3.1.2  Upon expiry of the Initial Term, the subscription may be renewed for successive twelve (12) month periods (each a "Renewal Term") subject to payment of the applicable Subscription Fee and mutual written agreement.

3.1.3  The Licensor reserves the right to revise the Subscription Fee for any Renewal Term. Any fee revision shall be communicated to the Licensee no less than thirty (30) days prior to the renewal date. Continued use of the Software after renewal constitutes acceptance of the revised fee.

3.2  Payment Obligations

3.2.1  The Subscription Fee is due and payable in full prior to the Subscription Start Date or, for renewals, on or before the renewal due date.

3.2.2  All payments shall be made in UAE Dirhams (AED) unless otherwise agreed in writing.

3.2.3  All fees are exclusive of any applicable taxes, levies, or duties (including VAT). Any such taxes are the sole responsibility of the Licensee.

3.2.4  Payment may be made via bank transfer, cheque, or any other method mutually agreed in writing. Proof of payment must be submitted to admin@raimsdigital.com.

3.2.5  In the event of late payment, the Licensor reserves the right to suspend access to the Software without liability until the outstanding balance is cleared in full.

3.3  Non-Refundable Policy

3.3.1  All Subscription Fees, setup fees, migration fees, storage fees, and any other fees paid under this Agreement are strictly non-refundable once the Software has been activated and Super-User login credentials have been issued, regardless of whether the Licensee chooses to use the Software.

3.3.2  No refund or credit shall be issued for any unused portion of a subscription period, including in cases of early termination by the Licensee.

3.3.3  Exceptions to this policy, if any, require a separate written agreement signed by an authorized representative of the Licensor.

3.4  Grace Period & Data Deletion

3.4.1  If the Subscription Fee for a renewal period is not received within thirty (30) calendar days of the subscription expiry date (the "Grace Period"), the Licensor shall automatically suspend the Licensee's access to the Software.

3.4.2  Upon expiry of the Grace Period without payment, all of the Licensee's data, configurations, users, and records stored on the Licensor's servers shall be permanently and irrecoverably deleted. The Licensor shall not be liable for any loss arising from such deletion.

3.4.3  The Licensee is strongly advised to export all critical data prior to any anticipated expiry or termination using the Software's built-in export features.

3.5  Additional Charges

The following charges apply in addition to the base Subscription Fee:

SECTION 4: HOSTING, INFRASTRUCTURE & SERVICE LEVELS

4.1  Hosted Service Delivery

4.1.1  Under the Yearly Hosted Plan, the Software is hosted exclusively on the Licensor's cloud infrastructure. The Licensee shall not install, copy, or host the Software on its own servers or any third-party infrastructure.

4.1.2  The Licensor shall maintain and operate the hosting infrastructure with commercially reasonable care, implementing industry-standard practices including firewalls, encryption (data in transit via TLS and data at rest), and access controls.

4.1.3  The Licensor reserves the right to modify, update, or change the underlying hosting infrastructure, server providers, or technical architecture at any time, provided that such changes do not materially degrade the service levels described herein.

4.1.4 Data Residency Compliance: The Licensor guarantees that all Confidential Data and Personal Data belonging to the Licensee shall be hosted exclusively on servers located within the United Arab Emirates (AWS UAE Region). The Licensor shall not transfer or store such data outside the UAE without the express written consent of the Licensee and in full compliance with Article 22 of the UAE PDPL.

4.2  Service Availability & Uptime

4.2.1  The Licensor targets a platform availability of ninety-nine percent (99%) measured on a monthly basis, excluding scheduled maintenance windows and events outside the Licensor's reasonable control.

4.2.2  Scheduled maintenance shall be communicated to the Licensee's designated contact via email at least forty-eight (48) hours in advance. Maintenance is preferably scheduled outside Business Hours.

4.2.3  Emergency maintenance may be performed without advance notice where necessary to protect the security or integrity of the platform.

4.2.4  The Licensor shall not be liable for any downtime, service interruption, or data unavailability caused by: (a) internet service provider failures; (b) the Licensee's local network, hardware, or browser issues; (c) third-party integration failures; (d) Force Majeure Events; or (e) the Licensee's own actions or omissions.

4.3  Domain Configuration & License Binding

4.3.1  Each Yearly Hosted Plan license is permanently bound to one Unique License ID and one Primary Domain specified on the cover page of this Agreement.

4.3.2  If the Licensee elects to use a branded/custom CRM domain URL, the Licensee must supply a unique domain name that is: (a) exclusively reserved for CRM use; and (b) not currently connected to any other service including websites, email servers, DNS records pointing to other applications, or any other web application.

4.3.3  The purchase, renewal, configuration, and ongoing maintenance of the Primary Domain are the sole responsibility of the Licensee. If the domain registration lapses or expires, the CRM will go offline. The Licensor shall not be responsible for any downtime, data loss, or service interruption arising from domain expiry or misconfiguration.

4.3.4  If the Licensee connects the CRM domain to a domain already hosting other services (contrary to clause 4.3.2), the Licensor shall not be responsible for any resulting losses, downtime, data conflicts, service disruption, or any other negative consequences.

4.3.5  Operating the Software concurrently on multiple domains under a single license is strictly prohibited. Each additional domain requires the purchase of a separate license.

4.3.6  Domain migration to a new primary domain is permitted subject to advance written request and payment of applicable migration fees (see Section 11).

4.4  Storage Allocation

4.4.1  Each Yearly Plan subscription includes one hundred (100) gigabytes (GB) of storage for CRM data, including but not limited to proposals, invoices, documents, client records, and system files.

4.4.2  Storage usage will be monitored by the Licensor. If the Licensee's usage approaches or exceeds the included allocation, the Licensor will notify the Licensee and additional storage may be purchased at the rate of AED 100 per 10 GB block.

4.4.3  The Licensor is not responsible for data loss arising from exceeding storage limits where the Licensee has failed to purchase additional storage or reduce usage after notification.

4.5  Backups

4.5.1  The Licensor maintains routine system-level backups of the hosted environment for disaster recovery purposes. These backups are intended to support platform restoration, not individual client data recovery.

4.5.2  The Licensor does not guarantee the availability of backups for restoration in all circumstances. Backups may not be available in cases of large-scale infrastructure failures, cyberattacks, or Force Majeure Events.

4.5.3  The Licensee is solely responsible for maintaining its own independent backups of all critical business data using the Software's built-in export features (e.g., Export to Excel). The Licensor strongly recommends regular exports as part of the Licensee's business continuity plan.

SECTION 5: DATA PROTECTION, CONFIDENTIALITY & SECURITY

5.1  Data Ownership

5.1.1  All Confidential Data entered into the Software by the Licensee or its Authorized Users remains the exclusive property of the Licensee at all times. This Agreement does not transfer any ownership of such data to the Licensor.

5.1.2  The Licensor acknowledges that it acts as a data processor in respect of any personal data processed through the Software on behalf of the Licensee, who acts as the data controller.

5.2  Licensor's Confidentiality Obligations

The Licensor undertakes that it shall:

•       Treat all Confidential Data as strictly confidential;

•       Access Confidential Data only to the minimum extent necessary for the proper operation, maintenance, and support of the Software;

•       Not sell, license, disclose, publish, transfer, or otherwise make Confidential Data available to any third party for any commercial, personal, or unauthorized purpose;

•       Not use Confidential Data for marketing, competitive analysis, model training, or any purpose unrelated to fulfilling its contractual obligations under this Agreement;

•       Implement and maintain reasonable administrative, technical, and organizational security measures to protect Confidential Data against unauthorized access, loss, alteration, misuse, or disclosure.

5.3  Data Security Measures

5.3.1  The Licensor shall implement the following technical safeguards as a minimum standard:

•       TLS/SSL encryption for all data transmitted between the Licensee's browser and the Software;

•       Encryption of data at rest on hosted servers;

•       Role-based access controls limiting data access to authorized personnel only;

•       Firewall protection and intrusion detection systems;

•       Regular security patching and vulnerability management.

5.3.2  Notwithstanding the above, the Licensee acknowledges that no data security system is impenetrable. In the evolving threat landscape of today's internet, absolute data security and prevention of all data loss cannot be guaranteed. The Licensor shall not be liable for breaches arising from zero-day exploits, nation-state attacks, or other unforeseen and sophisticated cyber threats beyond the Licensor's reasonable control.

5.3.3 Data Breach Notification: In the event of any unauthorized access, leak, or security breach affecting the Licensee’s data, the Licensor shall notify the Licensee in writing within seventy-two (72) hours of becoming aware of the incident. The notice shall include the nature of the breach, the estimated volume of data affected, and the mitigation steps taken.

5.4  Licensee's Security Responsibilities

The Licensee is responsible for:

•       Maintaining the confidentiality and security of all Authorized User credentials;

•       Ensuring all Authorized Users use strong, unique passwords and enable multi-factor authentication where available;

•       Promptly reporting any actual or suspected unauthorized access, security incident, or data breach to the Licensor via support@raimsdigital.com;

•       Ensuring that devices used to access the Software are protected by up-to-date antivirus software, firewalls, and operating system patches;

•       Not sharing Super-User or administrative credentials with unauthorized personnel.

The Licensor shall not be liable for security breaches caused by weak or compromised passwords, phishing attacks, insider threats, or any negligence by the Licensee or its Authorized Users.

5.5  Data Protection & Legal Compliance

5.5.1  The Licensor shall process personal data in accordance with applicable data protection laws, including GDPR (where applicable) and UAE PDPL.

5.5.2  The Licensee, as data controller, is responsible for ensuring that its collection, use, and processing of personal data through the Software complies with all applicable laws, regulations, and any required consents from data subjects.

5.5.3  The Licensee shall not upload into the Software any data that is illegal, defamatory, violates third-party intellectual property rights, or is otherwise prohibited under applicable law.

5.5.4 Use of Sub-Processors: The Licensee provides a general authorization for the Licensor to use AWS UAE as a sub-processor. The Licensor shall maintain a list of all sub-processors and shall notify the Licensee of any intended changes or additions. The Licensor remains fully liable for the data protection performance of any sub-processor.

5.5.5 Data Subject Rights: The Software shall provide functional tools to enable the Licensee (as Data Controller) to fulfil requests from individuals for data access, correction, and the "Right to be Forgotten" (Erasure) as mandated by the UAE PDPL.

5.5.6 Regulatory Governance & Impact Assessments:

• UAE Data Office Oversight: Both parties acknowledge that the processing of personal data under this Agreement is subject to the oversight and regulations of the UAE Data Office (the federal regulator). The Licensor (RAIMS) agrees to comply with all circulars and executive regulations issued by the UAE Data Office.
• Assistance with DPIA: If the Licensee (the Client) is required by UAE law to conduct a Data Protection Impact Assessment (DPIA)—which is a formal report on how data is protected—the Licensor agrees to provide the Client with all necessary technical information and documentation regarding the CRM’s security architecture to help them complete that report.

5.6  Data Portability & Deletion on Termination

5.6.1  Upon written request from the Licensee prior to the expiry or termination of this Agreement, the Licensor shall provide the Licensee with a reasonable data export of its Confidential Data in a standard machine-readable format within ten (10) Business Days of the request.

5.6.2  Upon termination or expiry of this Agreement (including where data is deleted following the Grace Period under Section 3.4), the Licensor shall permanently delete the Licensee's Confidential Data from active systems within a commercially reasonable timeframe, subject to any mandatory regulatory retention obligations.

5.6.3  The Licensor shall maintain system backup copies for a limited period post-deletion as required by its internal backup retention policy and applicable law, after which such copies will also be deleted.

SECTION 6: INTELLECTUAL PROPERTY

6.1  The Software, including all underlying code, algorithms, databases, user interfaces, documentation, branding, and all updates, enhancements, modifications, and derivative works thereof, is and shall remain the sole and exclusive intellectual property of RAIMS Digital Technologies.

6.2  No source code, proprietary algorithms, database schemas, or technical architecture documentation shall be provided to the Licensee under the Yearly Hosted Plan under any circumstances.

6.3  This Agreement does not grant the Licensee any intellectual property rights in the Software beyond the limited access rights expressly stated herein.

6.4  Any feedback, suggestions, or improvement requests provided by the Licensee to the Licensor regarding the Software may be freely used, implemented, and commercialized by the Licensor without any obligation or compensation to the Licensee.

6.5  The Licensor's trade names, trademarks, logos, and service marks are the exclusive property of RAIMS Digital Technologies. The Licensee shall not use the Licensor's marks in any manner without prior written consent.

SECTION 7: SUPPORT & TRAINING

7.1  Support Channels & Ticketing

7.1.1  All technical support requests must be raised through the official support ticketing system at: https://connect.raimsdigital.com/

7.1.2  Support requests submitted via informal channels (e.g., personal WhatsApp, informal email threads) may not be tracked or guaranteed a response. For formal matters or sensitive information involving server access, Super-User credentials, or system configuration, the Licensee's designated single point of contact (SPOC) must be the authorized, signed representative.

7.1.3  The Licensee shall designate one (1) primary Single Point of Contact (SPOC) who is authorized to communicate on all technical, operational, and contractual matters on behalf of the Licensee. Any changes to the SPOC must be communicated to the Licensor in writing.

7.2  Support Hours & Response Times

Standard Business Hours: 09:00 AM – 6:00 PM, Monday to Friday (UAE time). Support is not available on UAE public holidays.

7.3  Online & On-site Meetings

7.3.1  Requests for scheduled online meetings must be submitted via the support portal with at least twenty-four (24) hours advance notice.

7.3.2  Requests for on-site or in-person meetings require at least three (3) working days advance notice and must be agreed upon in writing.

7.3.3  Emergency or unscheduled calls outside Business Hours may be accommodated at the Licensor's discretion and may attract additional charges.

7.4  Scope of Support

Support under the Yearly Plan covers:

•       Technical issues related to standard Software functionality;

•       Bug fixes for errors in original functionality confirmed as the Licensor's responsibility;

•       User guidance and configuration assistance for standard features;

•       Minor customizations as defined in Section 8.

Support does not cover:

•       Training sessions (covered separately under clause 7.5);

•       Issues caused by the Licensee's network, hardware, or browser incompatibility;

•       Issues arising from unauthorized modifications to the Software;

•       Custom development or new feature requests (evaluated separately per clause 8).

7.5  Training

7.5.1  The Licensor shall provide initial onboarding and system training sessions to the Licensee's designated users following Software activation. The number of included training sessions shall be as specified in the Order Form or activation email.

7.5.2  The Licensor shall make reasonable efforts to ensure the Licensee's team understands the Software's core workflows and functions. However, the Licensor shall not be responsible for the Licensee's failure to implement, utilize, or derive business benefit from the Software due to non-engagement, non-attendance at training sessions, or failure to practice daily operations within the CRM.

7.5.3  Additional training sessions beyond the included allocation are available at the Licensor's standard training rates.

SECTION 8: CUSTOMIZATION & DEVELOPMENT

8.1  Classification of Customizations

All customization requests shall be evaluated and classified as follows:

8.1.1  The Yearly Hosted Plan supports minor customizations only. Moderate to major customizations require either the Standalone Server Add-On or an upgrade to the Lifetime Plan.

8.1.2  The Standalone Server Add-On (separate one-time billing) provides a dedicated server environment within the Licensor's infrastructure, enabling greater flexibility for customization while facilitating a smooth future migration to a self-hosted Lifetime Plan.

8.1.3  All customization requests must be submitted in writing through the support portal. The Licensor's development team will assess, classify, and respond with scope, cost, and timeline within five (5) Business Days.

8.1.4  Custom features developed by the Licensor for the Licensee remain the intellectual property of the Licensor unless an express written assignment is agreed and paid for separately.

SECTION 9: WARRANTY & REPRESENTATIONS

9.1  Licensor Warranties

The Licensor warrants that:

•       It has the full legal authority to enter into this Agreement and grant the rights described herein;

•       The Software, as delivered, does not knowingly infringe any third-party intellectual property rights;

•       During the active Subscription Term, the Licensor will use commercially reasonable efforts to ensure the Software performs materially in accordance with its published documentation;

•       The Licensor will provide regular platform updates, security patches, and bug fixes during the active Subscription Term at no additional cost.

9.2  Bug Fix Warranty

9.2.1  A twelve (12) month warranty covering bugs and errors in the original functionality of the Risper CRM applies from the Subscription Start Date. During this period, the Licensor shall rectify confirmed software defects at no additional charge.

9.2.2  This warranty does not cover issues arising from: (a) the Licensee's or Authorized Users' misuse; (b) third-party software or integrations; (c) the Licensee's hardware or network; (d) unauthorized modifications; or (e) Force Majeure Events.

9.2.3  Following the expiry of the warranty period or the subscription, continued bug fix coverage requires an active Annual Maintenance Contract (AMC). Without an AMC, bug fixes and updates will be provided only as separately quoted engagements.

9.3  Disclaimer of Warranties

9.3.1  Except as expressly stated in this Section 9, the Software is provided "as is" without any warranty of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

9.3.2  The Licensor does not warrant that the Software will be error-free, uninterrupted, or free from security vulnerabilities, or that the results obtained from the Software will meet the Licensee's specific business requirements.

SECTION 10: LIMITATION OF LIABILITY

10.1  The Licensor's total aggregate liability under or in connection with this Agreement (whether arising in contract, tort including negligence, breach of statutory duty, or otherwise) shall not exceed the total Subscription Fees paid by the Licensee during the twelve (12) month period immediately preceding the event giving rise to the claim.

10.2  In no event shall the Licensor be liable for any: (a) indirect, incidental, consequential, special, or punitive damages; (b) loss of revenue, profits, business, contracts, anticipated savings, or goodwill; (c) loss of data or corruption of data; (d) business interruption; whether or not the Licensor had been advised of the possibility of such damages.

10.3  The Licensor shall not be liable for any damages or losses arising from: (a) the Licensee's failure to maintain adequate data backups; (b) automatic data deletion following non-renewal per Section 3.4; (c) security breaches caused by weak passwords, phishing, social engineering, or Licensee negligence; (d) domain expiry or misconfiguration by the Licensee; (e) Force Majeure Events.

10.4  Nothing in this Agreement shall exclude or limit either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by applicable law.

SECTION 11: MIGRATION, UPGRADE & DOMAIN CHANGES

11.1  The Licensee may at any time upgrade from the Yearly Hosted Plan to a Standalone Server Plan or Lifetime Self-Hosted Plan. Migration charges will apply based on data volume, configurations, and work involved at the time of migration.

11.2  To migrate the license to a new primary domain, the Licensee must: (a) submit a written request through the support portal; (b) provide the new domain details; (c) pay any applicable domain migration fee; and (d) ensure the new domain is uniquely reserved for CRM use in accordance with clause 4.3.2.

11.3  Domain migrations will be processed within five (5) to ten (10) Business Days of receipt of the migration fee and required information.

11.4  During a migration, there may be a brief period of service interruption. The Licensor will endeavor to minimize downtime and will notify the Licensee of the expected maintenance window in advance.

11.5  Following migration to a self-hosted environment, the Licensor's hosting obligations under this Agreement shall cease. Continued support and AMC services may be arranged under a separate agreement.

SECTION 12: SUSPENSION & TERMINATION

12.1  Termination for Non-Payment

12.1.1  If the Licensee fails to pay the Subscription Fee within the Grace Period specified in Section 3.4, the Licensor may terminate this Agreement and permanently delete all Licensee data from its servers without further notice.

12.2  Termination for Cause

Either party may terminate this Agreement immediately by written notice if:

•       The other party commits a material breach of this Agreement and (where remediable) fails to remedy such breach within fifteen (15) calendar days of receiving written notice specifying the breach;

•       The other party becomes insolvent, goes into liquidation, has a receiver appointed over any of its assets, or enters into any arrangement or composition with its creditors.

The Licensor may additionally terminate immediately (without remedy period) if:

•       The Licensee uses the Software for illegal purposes;

•       The Licensee attempts to reverse-engineer, hack, or gain unauthorized access to the Software's infrastructure;

•       The Licensee engages in redistribution, resale, or sublicensing of the Software;

•       The Licensor detects unauthorized third-party code modifications on the hosted instance.

12.3  Termination by Licensee

12.3.1  The Licensee may terminate this Agreement at any time by providing thirty (30) days written notice to the Licensor. No refund of any unused subscription period shall be provided in such circumstances.

12.4  Effects of Termination

Upon termination or expiry of this Agreement:

•       All licenses granted under this Agreement shall immediately cease;

•       The Licensee shall lose access to the Software and all hosted data;

•       The Licensor shall permanently delete all Licensee Confidential Data from active servers (subject to legal retention obligations and backup retention policies);

•       Any outstanding amounts due to the Licensor shall become immediately payable;

•       The Licensee's right to support, updates, and warranty coverage shall cease;

•       Clauses that by their nature should survive termination (including but not limited to Sections 6, 10, 14, and 18) shall remain in full force and effect.

12.4.1  If the Licensee re-subscribes after termination, all previous data, configurations, workflows, and user records will have been permanently deleted and cannot be restored. The Licensee must re-upload and re-configure all data from scratch.

SECTION 13: BRANDING & MARKETING RIGHTS

13.1  The Licensor (RAIMS Digital Technologies) reserves the right to use the Licensee's company name, logo, industry sector, and project description (excluding any Confidential Data) in the Licensor's marketing materials, portfolio, case studies, website, and other promotional activities, including references within other Licensor products.

13.2  The Licensee may opt out of such marketing use by submitting a written request to admin@raimsdigital.com within thirty (30) days of the date of signing this Agreement. Opt-out requests submitted after this period may be accommodated at the Licensor's discretion but cannot be guaranteed retrospectively.

13.3  In all cases, the Licensor undertakes not to disclose any Confidential Data or commercially sensitive information about the Licensee's business in any marketing materials.

SECTION 14: COMPLIANCE & AUDIT RIGHTS

14.1  The Licensee shall use the Software in compliance with all applicable laws and regulations, including UAE commercial law, data protection laws, and any industry-specific regulations applicable to the Licensee's business.

14.2  The Licensor reserves the right to conduct an annual compliance audit of the Licensee's use of the Software to verify adherence to the terms of this Agreement, including user count, domain usage, and data volume. The Licensor shall provide fifteen (15) Business Days advance written notice before any audit.

14.3  The Licensee shall cooperate fully with any reasonable audit request and shall promptly remedy any non-compliance identified.

14.4  If the audit reveals unauthorized use (e.g., exceeding licensed users, operating on multiple domains under one license), the Licensor reserves the right to invoice for back-dated usage at standard rates and/or terminate the Agreement.

14.5 Independent Security Testing: The Licensor shall conduct an annual Vulnerability Assessment and Penetration Testing (VAPT) on the Risper CRM platform. Upon written request, the Licensor may provide the Licensee with an executive summary of the most recent audit report to demonstrate ongoing compliance with UAE Cybersecurity standards.

SECTION 15: FORCE MAJEURE

15.1  Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party: (a) promptly notifies the other party in writing upon becoming aware of the Force Majeure Event; (b) takes all reasonable steps to mitigate the effects of the Force Majeure Event; and (c) resumes performance as soon as reasonably practicable.

15.2  Force Majeure Events include, without limitation: natural disasters (floods, earthquakes, fires), pandemics, acts of war or terrorism, government actions, cyberattacks originating from state or advanced persistent threat actors, widespread internet infrastructure failures, and prolonged power grid outages.

15.3  If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement by giving thirty (30) days written notice without liability, save that any fees already paid shall not be refundable.

SECTION 16: AMENDMENTS & GOVERNING TERMS

16.1  This Agreement constitutes the entire agreement between the Licensor and Licensee with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, understandings, or agreements, whether oral or written.

16.2  No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and signed by duly authorized representatives of both parties.

16.3  The Licensor reserves the right to update its standard policies (including the Privacy Policy, Acceptable Use Policy, and Support Policy). Any material changes will be communicated to the Licensee's designated contact with thirty (30) days advance notice.

16.4  If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a competent court, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

SECTION 17: DISPUTE RESOLUTION & GOVERNING LAW

17.1  This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, specifically the laws of Abu Dhabi, UAE.

17.2  In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, including its interpretation, breach, termination, or validity, the parties shall first attempt to resolve the matter amicably through good-faith negotiation within fifteen (15) calendar days of written notice of the dispute.

17.3  If the dispute is not resolved through negotiation within the period specified in clause 17.2, the dispute shall be referred to and finally resolved by binding arbitration administered in Abu Dhabi, UAE, in accordance with the arbitration rules of the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC) or such other recognized arbitration body as agreed in writing by the parties.

17.4  The language of arbitration shall be English (or Arabic if mutually agreed). The seat of arbitration shall be Abu Dhabi, UAE.

17.5  Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.

SECTION 18: GENERAL PROVISIONS

18.1  Notices  All legal notices under this Agreement must be delivered in writing to the addresses specified on the cover page or via the email addresses on record. Notices shall be deemed received: (a) on the same day if delivered by hand; (b) within two (2) Business Days if sent by courier; (c) within twenty-four (24) hours if sent by email with read receipt or acknowledgement.

18.2  Assignment  The Licensee may not assign, transfer, or novate this Agreement or any rights or obligations hereunder without the prior written consent of the Licensor. The Licensor may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets without the Licensee's consent, subject to written notice.

18.3  No Waiver  Failure by either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision for the future.

18.4  Relationship of Parties  The parties are independent contractors. Nothing in this Agreement shall create or imply any partnership, joint venture, agency, or employment relationship between the parties.

18.5  Counterparts  This Agreement may be executed in counterparts, each of which shall be deemed an original. Digitally signed or scanned PDF copies shall have the same legal effect as originals.

18.6  Electronic Delivery  Electronic delivery of the signed Agreement to admin@raimsdigital.com constitutes valid and binding service of the executed agreement.

18.7  Post-Signature Timeline  Following execution, the Licensor shall deliver a fully countersigned copy to the Licensee within three (3) Business Days. The Licensee must return a countersigned copy within seven (7) calendar days of receiving the Licensor's executed version; failure to do so shall render the Licensor's offer void.

18.8 Data Protection Officer (DPO): The Licensor has appointed a designated Data Protection Officer to oversee privacy compliance. Any inquiries regarding data processing, privacy rights, or regulatory matters may be directed to (Insert Your DPO Email, e.g., dpo@raimsdigital.com).

SECTION 19: BROWSER ENVIRONMENT MAINTENANCE & CLIENT-SIDE PERFORMANCE

Risper CRM is a web-based platform accessed through the Licensee's internet browser. Like all web applications, its performance on any given device is influenced by the condition of the browser environment. To ensure a consistently smooth CRM experience, the Licensor and Licensee share a mutual interest in maintaining good browser health practices. This section provides guidance on the Licensee's role in that process.

19.1  Understanding Browser Cache & Its Effect on Web Applications

19.1.1  Browsers are designed to store temporary data — including website files, cookies, session information, and browsing history — from all web activity conducted on a device. This process, known as caching, is a standard browser function intended to improve general browsing speed. Over time, however, this stored data accumulates across all websites and applications visited during the course of normal daily business use.

19.1.2  When cached data becomes outdated or excessive, it can affect how web-based applications load and display on that device. In the context of Risper CRM, this may present as: pages not displaying correctly; interface elements appearing outdated following a system update; buttons or navigation not responding as expected; login sessions expiring earlier than usual; or data not reflecting the latest entries. These are recognised browser-side conditions commonly experienced across web-based business platforms and are not indicative of a defect in the CRM software itself.

19.1.3  The Licensor wishes to highlight, in the interest of transparency, that the volume of cached data in a browser is influenced by the totality of that browser's use — not solely CRM activity. A browser used actively for day-to-day business tasks will naturally accumulate cache more rapidly, and periodic clearing of that cache is considered standard maintenance practice for any professional using web-based tools.

19.2  Browser Storage & Saved Data Considerations

19.2.1  The Licensor recognises that the Licensee's staff use their browsers for a broad range of daily business functions, which may include saving passwords, accessing multiple web portals, and managing various online accounts. The Licensor does not seek to restrict or interfere with these general working practices.

19.2.2  It is, however, important for the Licensee to be aware that browser-stored data from all sources — including passwords, autofill entries, and site-specific preferences — contributes to the overall data load managed by the browser. When this load is not periodically cleared, it may affect the browser's ability to correctly load and interact with any web application, including the CRM. This is a technical characteristic of how browsers operate across all web platforms, and is not specific to Risper CRM.

19.2.3  On occasions where a browser carries a significant volume of stored data, the Licensee may observe that the CRM login page loads an older cached version, previously saved credentials are incorrectly applied to the login form, or certain interface updates do not appear as expected. Clearing the browser's cache and stored data is the standard resolution for these conditions and typically restores normal CRM behaviour immediately.

19.3  Recommended Browser Maintenance Practices

19.3.1  In the interest of maintaining consistent CRM performance, the Licensor strongly recommends that all Authorized Users incorporate regular browser cache clearing into their routine device maintenance. This practice benefits not only CRM usage but the overall performance of all web-based tools and platforms accessed from the same browser.

19.3.2  The Licensor recommends cache clearing at a minimum frequency of once per week for users who access the CRM regularly, and promptly following any CRM update communication issued by the Licensor. Cache may be cleared through the browser's own settings or through reputable system maintenance tools. Where such tools are used, the Licensee is advised to ensure that the process runs to full completion, as an incomplete clearing may not fully resolve browser-side display conditions.

19.3.3  When the Licensor's support team assists with a reported CRM issue, confirming that browser cache has been cleared is a standard first step in the diagnostic process. The Licensee's cooperation in completing this step thoroughly, prior to escalating any concern, is appreciated and will in most cases lead to a faster resolution.

19.4  Support & Troubleshooting — Browser Maintenance as a First Step

19.4.1  For the most efficient resolution of any reported display, performance, or access issue, the Licensor kindly requests that the Licensee complete the following sscedteps before raising a formal support ticket: (a) clear all browser cache, cookies, and stored browsing data; (b) close the browser fully and reopen it; (c) attempt to access the CRM again on the refreshed browser session; and (d) if the concern persists following these steps, proceed to raise a support ticket through https://connect.raimsdigital.com/

19.4.2  Where the Licensor's support team identifies that a reported issue was attributable to browser cache conditions, the resolution will be recorded as a client-environment resolution. The Licensor remains committed to supporting the Licensee through such instances and, where patterns emerge, may proactively offer a browser maintenance guidance session to the Licensee's team as a complementary measure.

19.4.3  The Licensor's support team is available to guide any Authorized User through the cache-clearing process if required. This assistance is offered in the spirit of partnership, and the Licensor encourages the Licensee to reach out through the support portal whenever guidance is needed.

19.5  Browser Compatibility & Best Practice Recommendations

19.5.1  Risper CRM is optimized for the current stable releases of Google Chrome and Mozilla Firefox. The Licensor recommends that all Authorized Users keep their browsers updated to ensure compatibility with the latest CRM features and security standards.

19.5.2  For the best CRM experience, the Licensor additionally recommends: limiting the number of active browser extensions that may intercept or modify web requests; avoiding simultaneous CRM sessions across multiple open tabs; and ensuring a stable internet connection of at least 5 Mbps for uninterrupted access. These practices, while not mandatory obligations, are likely to contribute to a noticeably smoother day-to-day CRM experience for all users.

SECTION 20: REFUND ELIGIBILITY, STAFF ADOPTION & DISPUTE RESOLUTION CONDUCT

The Licensor is fully committed to client success and provides training, ongoing support, and platform updates to ensure a positive experience. This section clarifies the responsibilities of both parties to maintain a fair and professional working relationship.

20.1  Refund Eligibility

20.1.1  As stated in Section 3.3, all fees are non-refundable once the Software is activated and login credentials are issued. A refund request will be considered valid only where a reproducible, documented software defect has been formally reported through the support portal and the Licensor has been unable to resolve it within a reasonable timeframe.

20.1.2  The following do not qualify as grounds for a refund: internal staff resistance or non-adoption of the CRM; low or no usage following activation; dissatisfaction with the CRM where no technical defect exists; or the Licensee's decision to discontinue use mid-subscription for internal business reasons unrelated to software performance.

20.1.3  Where a refund request is received, the Licensor will review system access logs, usage records, and support history as part of a standard and objective assessment process.

20.2  Staff Adoption Responsibility

20.2.1  The Licensor understands that adopting a new system requires an adjustment period. To support this, onboarding training, user guides, and helpdesk support are provided. The Licensor encourages the Licensee to make full use of these resources, and additional training sessions can be arranged at standard rates if needed.

20.2.2  The internal adoption and daily use of the CRM remains the Licensee's organizational responsibility. The Licensor's obligations are fulfilled upon delivering a fully functioning platform, providing access credentials, and conducting the agreed training. Business outcomes, team engagement, and internal change management are within the Licensee's scope.

20.3  Raising Concerns & Disputes

20.3.1  The Licensor welcomes all genuine feedback and concerns. Any issue with the Software or service should be raised through the official support portal at https://connect.raimsdigital.com/ so it can be properly logged, investigated, and resolved in a timely manner.

20.3.2  Where a concern cannot be resolved through support, both parties agree to follow the formal dispute resolution process in Section 17, beginning with a good-faith negotiation period. All communications — written, verbal, or digital — are expected to remain professional and respectful throughout.

20.3.3  The Licensor maintains server-side logs of system availability, user activity, and support interactions, which serve as an objective reference in any dispute and will be made available to a recognized arbitration body upon request. Any formal legal matter will be handled through the Licensor's legal counsel in accordance with Section 17.