RAIMS Digital Technologies

www.raimsdigital.com  |  admin@raimsdigital.com

 

 

 

 

Perpetual Software License Agreement

Lifetime Plan — Single Company License  |  Client-Hosted Deployment

 

 

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

 

Term	Definition
Agreement	This Perpetual Software License Agreement, including all schedules and appendices attached hereto.
Software / CRM	The Risper CRM platform, including all modules, interfaces, and documentation as delivered to the Licensee at the time of installation.
Build File	The compiled, deployable software package of Risper CRM provided by the Licensor for installation on the Licensee's server at the time of activation.
Licensor	RAIMS Digital Technologies — the sole owner, developer, and copyright holder of Risper CRM.
Licensee / Client	The single company or legal entity identified on the cover page that is purchasing the Lifetime License.
Lifetime License	A one-time, perpetual, non-transferable license granting the Licensee the right to operate the Build File on their own designated server infrastructure indefinitely, subject to the terms of this Agreement.
One-Time License Fee	The single, non-refundable payment made by the Licensee to acquire the Lifetime License as specified on the cover page.
Client Server	The hosting infrastructure — whether a dedicated server, VPS, or cloud instance — owned or leased by the Licensee, on which the Build File is installed and operated.
Authorized Users	Employees or authorized personnel of the Licensee permitted to access and use the Software on the Client Server.
Warranty Period	The twelve (12) month period from the License Activation Date during which the Licensor provides bug fixes for defects in original functionality, subject to the conditions of Section 10.
AMC	Annual Maintenance Contract — an optional, separately priced agreement providing continued access to updates, security patches, and technical support following the expiry of the Warranty Period.
Source Code	The human-readable programming code underlying the Risper CRM platform. Source code is not provided under this Agreement and remains the exclusive property of RAIMS Digital Technologies.
Unauthorized Modification	Any change, edit, addition, deletion, or alteration made to the Build File, its configuration files, database schema, or server environment by any party other than the Licensor's authorized technical team.
Warranty Void Event	Any occurrence that causes the Warranty and active support to be immediately and permanently suspended, including Unauthorized Modification of the Build File or server environment.
Security Audit	A periodic technical review of the Client Server environment conducted to identify vulnerabilities, unauthorized access attempts, or configuration weaknesses.
Cyber Attack	Any unauthorized access, intrusion, malware infection, ransomware, data breach, or malicious act targeting the Client Server or the Software hosted on it.
Force Majeure Event	Any event beyond a party's reasonable control including natural disasters, wars, pandemics, or large-scale infrastructure failures.

 

2.1  Perpetual License Grant

2.1.1  Subject to the Licensee's full payment of the One-Time License Fee and continued compliance with all terms of this Agreement, the Licensor hereby grants the Licensee a limited, non-exclusive, non-transferable, perpetual license to install, deploy, and operate the Build File on a single designated Client Server for the Licensee's own internal business operations.

2.1.2  This license is perpetual in nature — meaning the Licensee's right to operate the version of the Build File delivered at activation continues indefinitely without the requirement for ongoing subscription payments, provided the terms of this Agreement are upheld. The Risper CRM will continue to run smoothly on the Licensee's server as long as the server environment is properly maintained, even if the Licensee chooses not to renew the AMC or request any further customization.

2.1.3  This Agreement constitutes a license to use the Software. It does not constitute a sale of the Software, its source code, its underlying architecture, or any intellectual property contained therein. Hosting the Build File on the Licensee's own server does not, under any circumstances, transfer ownership of the Software or any of its components to the Licensee.

 

2.2  Single Company, Single Server

2.2.1  This license is granted exclusively to the single legal entity identified as the Licensee on the cover page of this Agreement. The Software may be installed and operated on one (1) designated Client Server only. The Licensee may not install, copy, or operate the Build File on multiple servers, virtual machines, or cloud instances simultaneously under a single license.

2.2.2  The Client Server must be dedicated exclusively to the Licensee's own business operations. The Licensee expressly agrees that the Software and the Client Server on which it is hosted shall not be made accessible to, shared with, or operated on behalf of any other company, organization, subsidiary, affiliate, third party, or individual outside of the Licensee's own authorized personnel — regardless of whether such sharing is commercial or otherwise.

2.2.3  Any use of the Software to provide CRM services to third-party clients, even on the Licensee's own server, constitutes a material breach of this Agreement and will result in immediate termination of the license.

 

2.3  Permitted Use

Under this license, the Licensee is permitted to:

•       Install and operate the Build File on the single designated Client Server;

•       Grant access to Authorized Users within the Licensee's own organization;

•       Configure standard CRM settings within the application's administrative interface;

•       Use the Software's built-in data export features for backup and reporting;

•       Contact the Licensor for future customization requests, support, or AMC services.

 

2.4  Prohibited Use

The Licensee shall not:

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

•       Modify, alter, edit, or tamper with the Build File, its configuration files, database structure, or any component of the installed CRM;

•       Sublicense, resell, share, rent, or transfer the Software or this license to any third party;

•       Install the Software on any server other than the single designated Client Server without prior written consent from the Licensor;

•       Allow any third party to access, manage, or modify the Software or its server environment without the Licensor's express written approval;

•       Use the Software in any manner that violates applicable UAE or international laws and regulations.

 

3.1  The Lifetime License is acquired through payment of a single One-Time License Fee as specified on the cover page of this Agreement. This fee covers the delivery of the Build File, initial installation and configuration on the Client Server, initial system setup, and the twelve (12) month Warranty Period described in Section 10.

3.2  The One-Time License Fee is strictly non-refundable once the Build File has been delivered and installation has commenced, regardless of subsequent usage, adoption, or any other business circumstances of the Licensee.

3.3  All additional services — including customizations, AMC, security audits, server consultancy, training, and migration support — are separately priced and quoted at the time of request. Payment for such additional services must be received in full before work commences.

3.4  All fees are payable in UAE Dirhams (AED) and are exclusive of applicable taxes including VAT, which remain the sole responsibility of the Licensee.

3.5  Post-Signature Process: The Licensor will email a fully executed copy of this Agreement within three (3) Business Days of signing. The Licensee must return a countersigned copy within seven (7) calendar days of receipt, failing which the offer shall be considered void and of no legal effect.

 

4.1  The Risper CRM software — including all underlying source code, algorithms, database architecture, user interface designs, business logic, modules, features, and documentation — is the sole and exclusive intellectual property of RAIMS Digital Technologies. This ownership is absolute, perpetual, and unaffected by any commercial arrangement, including this Lifetime License.

4.2  The delivery of the Build File to the Licensee's server constitutes a transfer of a compiled, deployable software package for the purpose of operation only. It does not constitute a transfer of source code, development rights, ownership, or any other intellectual property rights in or to the Software. The Licensee receives the right to use — not to own — the Software.

4.3  Source code shall not be provided to the Licensee under any circumstances, including upon expiry of the AMC, termination of the Agreement, or any other event. Requests for source code access shall be declined without exception.

4.4  Any future enhancements, customizations, or new features developed by the Licensor for the Licensee — whether paid for in full or otherwise — remain the intellectual property of RAIMS Digital Technologies. Payment of a customization fee represents payment for the right to use the developed feature within the Licensee's CRM instance, not for the underlying code or intellectual property.

4.5  The Licensor's trade names, trademarks, logos, and brand identity — including the name 'Risper CRM' and 'RAIMS Digital Technologies' — remain the exclusive property of the Licensor and shall not be used, altered, or removed from the Software interface by the Licensee.

 

5.1  Client's Full Responsibility for Server Environment

5.1.1  Under the Lifetime License, the Build File is hosted entirely on the Licensee's own server infrastructure. From the point of delivery and installation, the Licensee assumes full and sole responsibility for the ongoing management, maintenance, security, performance, and availability of the Client Server and the CRM hosted on it.

5.1.2  The Licensor's obligations in relation to the server environment are limited to: (a) delivering and installing the Build File at the time of activation; (b) providing support and security audits during the active Warranty or AMC period with the Licensee's permission; and (c) providing customization and maintenance services when separately requested and paid for. Beyond these activities, the day-to-day responsibility for the server lies entirely with the Licensee.

5.1.3  The Licensor shall not be liable for any downtime, data loss, performance degradation, security breach, or service interruption arising from the condition, management, or configuration of the Client Server. These matters are entirely within the Licensee's operational domain once the Build File has been delivered.

 

5.2  Server Exclusivity — No Sharing

5.2.1  The Client Server on which the Build File is installed must be used exclusively for the Licensee's own business operations. The Licensee shall not share the server, CRM instance, or any CRM data or access with any other company, team, department of a separate legal entity, partner organization, or any third party.

5.2.2  Where the Licensee's organization expands, acquires subsidiaries, or undergoes restructuring that results in a need for CRM access across multiple legal entities, a separate license must be obtained for each additional entity. A single Lifetime License does not cover multiple companies or entities, regardless of corporate relationship.

 

5.3  Server Technical Requirements

5.3.1  The Licensee is responsible for ensuring that the Client Server meets the minimum technical specifications communicated by the Licensor's technical team prior to installation. These specifications cover operating system version, PHP version, database version, web server configuration, and available disk space and RAM. Failure to maintain the server at or above these specifications may affect CRM performance and is outside the Licensor's responsibility.

5.3.2  The Licensee is responsible for keeping the server's operating system, control panel, web server software, and database software updated and patched. Outdated server software is a significant source of security vulnerability and performance issues, and such conditions are the Licensee's responsibility to manage.

 

6.1  Twelve-Month Warranty

6.1.1  The Licensor provides a twelve (12) month warranty from the License Activation Date, covering defects and errors in the original functionality of the Risper CRM Build File as delivered. During this period, the Licensor will investigate and rectify confirmed software defects in the original delivered functionality at no additional charge, subject to the conditions of this section.

6.1.2  The warranty covers defects that are: (a) reproducible and documented; (b) present in the original Build File as delivered; and (c) reported through the official support portal at https://connect.raimsdigital.com/ during the active Warranty Period. The Licensor's assessment of whether an issue constitutes a warranty-covered defect is final.

 

6.2  Warranty Void Conditions — Code Integrity

6.2.1  The warranty and all associated support services shall be immediately, permanently, and irrevocably voided upon the occurrence of any of the following events:

•       Any modification, editing, addition, deletion, or alteration of the Build File or any of its component files by any party other than the Licensor's authorized technical team;

•       Any change to the CRM's database schema, table structure, or stored procedures by any party other than the Licensor's authorized technical team;

•       Installation of unauthorized plugins, extensions, scripts, or third-party code into the CRM environment without the Licensor's prior written approval;

•       Migration of the Build File to a different server environment without the Licensor's involvement and written approval;

•       Providing server or CRM access credentials to any third-party developer, freelancer, or technical consultant without the Licensor's prior written consent;

•       Any attempt to access, extract, or reverse-engineer the source code of the Software.

6.2.2  A warranty void event does not terminate the Licensee's right to continue using the CRM — the perpetual license remains in place. However, from the point of the void event, all warranty coverage and active support services are permanently discontinued. Any subsequent support, bug fixes, or restoration work will be treated as a new, separately quoted engagement. Where the Licensor agrees to reinstate support following an unauthorized modification by a third-party developer, a reinstatement fee of up to seventy percent (70%) of the original One-Time License Fee may apply, in addition to any remediation costs, depending on the extent of changes made and the effort required to restore the system to a compliant state.

6.2.3  Prior Notification Requirement: The Licensee must notify the Licensor in writing before engaging any third-party developer or IT professional in connection with the server environment on which the CRM is hosted. This notification must be submitted through the official support portal. Unauthorized engagement of third parties without such notification will be treated as a warranty void event and may attract reinstatement fees as described above.

6.2.4  The Licensor reserves the right to conduct periodic integrity checks of the Build File during the Warranty and AMC periods to verify that no unauthorized modifications have been made. Such checks will be conducted with the Licensee's prior notification and will not disrupt normal CRM operations.

 

6.3  Support Disconnection on Warranty Void

6.3.1  Upon confirmation of a warranty void event, the Licensor will notify the Licensee in writing that the warranty and support services have been suspended. From this point: (a) no further bug fix or support obligations apply under this Agreement; (b) the Licensor's support team will cease active ticket investigation for the affected system; (c) any open support tickets related to the affected system will be closed.

6.3.2  The Licensee may engage the Licensor for future support or remediation on a commercially quoted basis following a warranty void event. The Licensor will assess the state of the installation and provide a quotation for any remediation, reinstallation, or support work required.

 

7.1  Client's Full Responsibility for Server Security

7.1.1  From the point of delivery and installation of the Build File, the security of the Client Server — and by extension the CRM and all data hosted on it — is entirely the responsibility of the Licensee. The Licensor has no visibility into, control over, or responsibility for the Licensee's server environment following installation, except during active warranty or AMC security audit engagements conducted with the Licensee's permission.

7.1.2  The Licensee acknowledges that a self-hosted server environment, if not proactively and regularly maintained from a security standpoint, is exposed to a wide range of threats including unauthorized access, malware, ransomware, SQL injection, credential theft, and other forms of cyberattack. The responsibility for protecting against these threats lies exclusively with the Licensee.

 

7.2  Cyber Attacks — Licensor's Non-Liability

7.2.1  The Licensor shall bear no responsibility whatsoever for any Cyber Attack targeting the Client Server, the CRM system, or any data hosted thereon. This includes, without limitation: unauthorized access by third parties; malware or ransomware infections; data breaches; data theft or exfiltration; server compromise through exploited vulnerabilities; and any attack facilitated by careless handling of server credentials or access rights.

7.2.2  The Licensee acknowledges a critical technical reality of cybersecurity: Cyber Attacks are frequently not detected at the time they occur. Malicious actors may gain access to a server and remain undetected for extended periods — sometimes weeks or months — before any visible impact is observed. By the time a breach is discovered, significant damage may already have occurred and may be difficult or impossible to fully trace or reverse. This underscores the importance of proactive, periodic security monitoring rather than reactive response.

7.2.3  In the event of a Cyber Attack on the Client Server, the Licensor shall not be responsible for: (a) any data loss, corruption, or theft; (b) any CRM downtime or service disruption; (c) any financial, reputational, or operational losses suffered by the Licensee; (d) the cost of restoration, forensic investigation, or remediation. The Licensor may, at the Licensee's written request and subject to a separate commercial quotation, provide remediation and restoration support services. However, full recovery of data or CRM functionality cannot be guaranteed in all circumstances.

7.2.4  Where a Cyber Attack is determined to have occurred as a result of: mishandling or careless sharing of server credentials; providing server access to unauthorized third parties; failure to apply security patches or updates; or any other negligence by the Licensee or parties acting on the Licensee's behalf — the entire responsibility for the consequences rests with the Licensee. The Licensor bears no liability in such cases.

 

7.3  Credential Management & Third-Party Access

7.3.1  The Licensee is solely responsible for the management and security of all server access credentials, including control panel credentials, FTP/SSH credentials, database passwords, and CRM administrative passwords. These must be maintained with the highest level of confidentiality and shared only with authorized personnel within the Licensee's organization.

7.3.2  The Licensee shall not provide server credentials or CRM access to any third-party developer, IT consultant, or technical service provider without prior written notification to and approval from the Licensor. Unauthorized third-party access is a significant security risk and, as noted in Section 6.2, will void the active warranty and support.

7.3.3  Any security incident, data loss, or CRM damage arising from the Licensee's provision of credentials to unauthorized parties — regardless of whether those parties acted maliciously or negligently — is entirely the Licensee's responsibility. The Licensor shall not be held liable for the actions of any third party that gains access to the Client Server through credentials provided by the Licensee.

 

7.4  Daily Backups — Best Practice & Limitation

7.4.1  The Licensor strongly recommends that the Licensee configure and maintain automated daily backups of both the CRM application files and the CRM database on the Client Server. Many reputable hosting providers and server control panels (such as cPanel, Plesk, and similar) include built-in automated backup functionality, and the Licensor encourages the Licensee to ensure this is properly configured from the date of CRM installation.

7.4.2  The Licensee is advised to store backup copies in a location separate from the primary server — such as a dedicated cloud storage account or an offline storage device — to ensure that backups remain accessible even if the primary server is compromised.

7.4.3  The Licensor wishes to draw the Licensee's attention to an important limitation of backup-based recovery in the context of Cyber Attacks: where an attack has occurred over an extended period without detection, backup files may themselves be compromised, infected, or may reflect a state of the system that already includes malicious modifications. In such cases, even restoration from backup may not fully resolve the security issue, and forensic investigation by a qualified server security professional may be required before restoration can be safely completed.

7.4.4  The responsibility for configuring, maintaining, testing, and managing backups lies entirely with the Licensee. The Licensor does not have access to the Licensee's backup systems and cannot be held responsible for backup failure, incomplete backups, or the unavailability of backup data at the time of a recovery need.

 

8.1  Importance of Proactive Security Monitoring

8.1.1  The Licensor strongly recommends that the Licensee implement a programme of regular, periodic security checks on the Client Server. Given that Cyber Attacks frequently go undetected for extended periods, reactive security measures — responding only after visible damage has occurred — are insufficient for protecting a business-critical system such as a CRM. Proactive, scheduled security reviews are considered essential good practice for any self-hosted web application.

8.1.2  The Licensee is advised to ensure that at least one member of its internal team, or an engaged third-party IT professional, has the competency to conduct periodic server security reviews. These reviews should include, at a minimum: checking server access logs for unusual activity; reviewing active user sessions and failed login attempts; verifying that server software and security patches are up to date; and scanning for known malware or vulnerability indicators.

 

8.2  Licensor's Security Audit Service — Value Added Offering

8.2.1  The Licensor's technical team offers periodic Security Audit services for Lifetime License clients who do not have dedicated internal server security expertise, or who prefer an additional layer of professional oversight. This service is available as a value-added offering and is conducted with the Licensee's prior written permission.

8.2.2  During the active Warranty Period, the Licensor will conduct at least one (1) Security Audit of the Client Server environment at no additional charge, with the Licensee's permission. This audit will assess the server environment against known vulnerability indicators, review CRM file integrity, and provide a written report of findings and recommendations to the Licensee.

8.2.3  During an active AMC period, periodic Security Audits will be conducted as part of the AMC service, with frequency and scope as defined in the AMC agreement. The Licensor will notify the Licensee in advance of each audit and will conduct all reviews in a manner that does not disrupt normal CRM operations.

8.2.4  Where neither an active Warranty Period nor an active AMC is in place, Security Audit services remain available to the Licensee on a commercially quoted, on-request basis. The Licensor encourages the Licensee to engage this service periodically regardless of AMC status, as server security threats evolve continuously.

 

8.3  Scope & Conduct of Security Audits

8.3.1  All Security Audits conducted by the Licensor's team are performed solely on the CRM application environment and related server configuration. The Licensor's team will: (a) review CRM file integrity against the original Build File; (b) check for indicators of unauthorized access or modification; (c) review server configuration settings relevant to CRM security; and (d) identify known vulnerability patterns in the server software versions in use.

8.3.2  Security Audits do not constitute a guarantee that all vulnerabilities will be identified or that the server is entirely secure following the audit. Cybersecurity is a continuously evolving field, and new threats emerge regularly. The Licensor's audit service provides a professional assessment based on known threats and best practices at the time of the audit.

8.3.3  All findings from Security Audits will be communicated to the Licensee's designated Single Point of Contact in a written report. The Licensor's team will provide recommendations for remediation. Implementation of those recommendations is the Licensee's responsibility, unless the Licensee separately engages the Licensor's team to carry out remediation work.

8.3.4  The Licensee agrees to provide the Licensor's technical team with the necessary server access required to conduct the Security Audit, through secure channels and exclusively through the designated SPOC. Any credentials shared for audit purposes must be reset by the Licensee immediately following the completion of the audit.

 

9.1  In the event that the CRM system or data on the Client Server is damaged, corrupted, or lost due to a Cyber Attack, server failure, accidental deletion, or any other cause, the Licensee may engage the Licensor to assess and assist with restoration. Restoration services are provided on a commercially quoted basis and are subject to availability of the Licensor's technical team.

9.2  The Licensor will make reasonable technical efforts to assist with restoration where engaged to do so. However, the Licensor cannot guarantee that full restoration of data or CRM functionality will be achievable in all circumstances. Factors that may prevent full recovery include: the absence of clean, uncorrupted backups; the extent of damage caused by the attack or incident; the depth of server-level compromise; and the duration of time elapsed between the incident and its discovery.

9.3  In cases where a Cyber Attack or server mishandling has resulted in permanent, irrecoverable data loss or CRM system damage, the Licensor shall bear no responsibility for that loss. Restoration charges — where applicable — will be quoted based on the scope of work involved. The Licensee acknowledges that in some cases, the extent of damage may necessitate a full reinstallation of the CRM from the original Build File, resulting in the loss of data that was not independently backed up.

9.4  Restoration charges are entirely separate from the One-Time License Fee and from any AMC or Warranty coverage. A restoration engagement — whether partial or full — does not extend, reinstate, or modify any warranty or support coverage under this Agreement.

9.5  The Licensor wishes to be transparent: Risper CRM is never responsible for data loss, system damage, or service interruption that arises from conditions within the Licensee's server environment, regardless of the cause. The Software itself, as delivered, performs within its designed parameters. What happens within the Licensee's server ecosystem is outside the Licensor's control and, therefore, outside its liability.

 

10.1  Warranty Scope

10.1.1  The twelve (12) month Warranty Period covers defects and errors identified in the original Risper CRM functionality as delivered in the Build File. During this period, the Licensor will investigate confirmed defects and provide fixes at no additional charge, subject to the warranty void conditions in Section 6.

10.1.2  The warranty does not cover: issues caused by server misconfiguration; problems arising from the Licensee's internet connectivity or domain management; defects introduced by unauthorized modifications; issues attributable to third-party software conflicts; or performance issues caused by insufficient server resources.

 

10.2  Post-Warranty Operation — Continued Use Without AMC

10.2.1  The Licensor confirms that Risper CRM, as delivered and installed on the Client Server, is designed to operate continuously and independently without requiring ongoing intervention from the Licensor. Upon expiry of the Warranty Period, the Licensee may continue using the CRM without interruption, even if the Licensee chooses not to enter into an AMC agreement. There are no automatic service cutoffs, license expiry dates, or functionality restrictions tied to AMC renewal.

10.2.2  Without an active AMC, the Licensor's obligations under this Agreement are fulfilled. The Licensee continues to operate the CRM at its own discretion and risk, without access to: bug fixes for newly discovered issues; software updates or new feature releases; security patches issued for the CRM platform; or the Licensor's proactive security audit service. These services remain available on a separately quoted, on-request basis.

 

10.3  Annual Maintenance Contract (AMC) — Optional

10.3.1  The Licensor offers an optional Annual Maintenance Contract that provides the Licensee with continued access to: free software updates and patches released by the Licensor (the Licensee will be informed of new updates and installation will be carried out only upon the Licensee's request and permission); minor configuration assistance; clarification of functional queries; ticket-based priority support with a twenty-four (24) business hour response target during Business Hours (10:00 AM to 7:00 PM, Monday to Friday); and periodic Security Audits as described in Section 8.

10.3.2  AMC Pricing: The AMC is priced at ten percent (10%) of the original One-Time License Fee, payable annually. The applicable AMC fee will be confirmed in writing at the time of the first AMC engagement and may be revised for subsequent years with thirty (30) days advance notice.

10.3.3  AMC Lapse & Service Discontinuation: If the AMC is not renewed within thirty (30) days of its expiry date, it shall be treated as a service discontinuation. During a lapsed AMC period, the Licensee will not have access to new updates released by the Licensor, and any updates released during the lapse period cannot be applied without a reinstatement payment. Reinstatement after a lapse of more than thirty (30) days requires payment of: (a) fifty percent (50%) of the annual AMC fee as a reinstatement charge; plus (b) the full annual AMC fee for the new AMC year. Both amounts must be paid before reinstatement is processed.

10.3.4  The AMC does not cover customization development, server hardware or hosting costs, domain management, or restoration from Cyber Attacks caused by Licensee-side security failures. These remain separately quotable services.

10.3.5  Non-renewal of the AMC does not affect the validity of the Lifetime License or the Licensee's right to continue operating the CRM. The CRM will continue to function on the Licensee's server independently. It simply means the Licensor's proactive support obligations cease, and any future support will be provided on an as-quoted basis.

 

11.1  The Licensee acknowledges that Risper CRM is a proprietary software platform whose source code, architecture, and codebase are exclusively owned by RAIMS Digital Technologies. As such, any future customization, modification, enhancement, or integration of the CRM — regardless of where the Software is hosted — must be carried out exclusively by the Licensor's authorized development team.

11.2  The Licensee shall not engage any third-party developer, freelancer, or independent technical consultant to modify, enhance, or integrate the CRM in any way. Doing so will immediately void the active warranty and support, as detailed in Section 6.2, and may result in irreversible damage to the Build File or database.

11.3  To request a future customization, the Licensee must submit a written request through the official support portal. The Licensor's development team will assess the request, classify it, and provide a written quotation covering the Customization Fee and Development Timeline. Development will not commence until full payment has been received, consistent with the payment-before-work policy of the Licensor.

11.4  The fact that the Software is hosted on the Licensee's own server does not grant the Licensee, or any party engaged by the Licensee, any technical right or authorization to access or modify the Software's code. The Licensee's server hosts the compiled Build File — not open, editable source code — and any attempt to alter it constitutes a breach of this Agreement.

11.5  All customizations developed by the Licensor remain the intellectual property of RAIMS Digital Technologies, in accordance with Section 4 of this Agreement. Customization fees paid by the Licensee are payment for the right to use the developed feature — not for the underlying code or design.

 

12.1  All data entered into the CRM by the Licensee and its Authorized Users is and remains the exclusive property of the Licensee. The Licensor has no access to, visibility into, or control over the Licensee's data once the Build File has been installed on the Client Server, except during Security Audits or support engagements conducted with the Licensee's express written permission.

12.2  During any engagement where the Licensor's technical team requires access to the Client Server — including installation, customization, security audit, or restoration — the Licensor undertakes to: (a) access only what is technically necessary for the purpose of the engagement; (b) not copy, retain, or transmit any of the Licensee's Confidential Data for any purpose outside the engagement; (c) treat all data encountered during the engagement as strictly confidential.

12.3  The Licensee is responsible for ensuring that all personal data stored within the CRM is handled in compliance with applicable data protection laws, including UAE PDPL and GDPR where relevant. As the data controller, the Licensee bears full responsibility for lawful data collection, storage, and processing within their CRM environment.

12.4  Hosting Isolation — Best Practice: The Licensor strongly recommends that the Licensee does not host any other websites, web applications, or third-party code on the same server environment as the Risper CRM. Running other applications on the same hosting environment introduces additional security vulnerabilities, resource contention, and configuration conflicts that may affect the performance, security, and stability of the CRM. Compliance with this recommendation is the Licensee's responsibility, and the Licensor bears no liability for issues arising from shared hosting environments.

12.5  Server Specification Maintenance: The Licensee is responsible for maintaining the Client Server at or above the minimum technical specifications communicated by the Licensor at the time of installation. The Licensor is not responsible for any performance issues, instability, or failures arising from the Licensee's failure to maintain adequate server specifications. Any server-related performance issues are entirely outside the Licensor's scope of liability.

 

13.1  The Licensor's total aggregate liability under or in connection with this Agreement shall not exceed the One-Time License Fee paid by the Licensee at the time of activation.

13.2  In no event shall the Licensor be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of data, revenue, business, or goodwill, arising from or related to the Licensee's operation of the Client Server, regardless of whether such damages result from a Cyber Attack, server failure, mismanagement, or any other cause.

13.3  The Licensor shall bear no liability for any loss, damage, or disruption arising from: the Licensee's server configuration or management; third-party access to the Client Server; failure to maintain adequate backups; failure to apply security patches; unauthorized modifications to the Build File; or any other condition within the Licensee's server environment.

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

 

13b.1  Licensee-Initiated Migration

13b.1.1  If the Licensee wishes to migrate, re-host, or transfer the CRM installation to a new server, cloud provider, or hosting environment, prior written approval from the Licensor is required. Migration must be carried out by the Licensor's technical team. Self-migration or migration by a third party without Licensor involvement will void the active warranty and support in accordance with Section 6.

13b.1.2  Migration requests must be submitted through the official support portal at https://connect.raimsdigital.com/ The Licensor will assess the migration scope and provide a written quotation for the migration service.

 

13b.2  Migration Fees

13b.2.1  Standard Migration Fee: Migration of the CRM to a new server or hosting environment is charged at fifty percent (50%) of the current One-Time License Fee per instance. This fee covers database and configuration migration, domain and server reconfiguration, and post-migration testing and validation.

13b.2.2  Emergency Migration Surcharge: Where a migration is requested with less than seven (7) Business Days' notice, an additional surcharge of thirty percent (30%) of the standard migration fee will apply.

13b.2.3  All migration fees are non-refundable once migration work has commenced, regardless of the outcome of the migration if failure is attributable to the Licensee's infrastructure, credentials, or cooperation.

 

13b.3  Domain Changes

13b.3.1  The Licensee may transfer the existing license to a new primary domain subject to: payment of the applicable migration fee; submission of a License Transfer Request through the support portal; and decommissioning of the old domain within forty-eight (48) hours of successful migration completion. Operating the CRM on two domains simultaneously — even temporarily — constitutes a breach of the single-domain license binding.

 

13b.4  Licensee Responsibilities During Migration

13b.4.1  The Licensee must provide: full server access credentials; complete and current data backups; and all necessary hosting control panel access required to complete the migration. The Licensee is also responsible for conducting full functionality testing following migration and confirming stability in writing to the Licensor within five (5) Business Days of completion.

13b.4.2  No refunds will be issued if migration fails due to issues attributable to the Licensee's infrastructure, incomplete credentials, or non-cooperation during the migration process.

 

13b.5  Updates Installation Policy

13b.5.1  Software updates and patches released by the Licensor will not be automatically pushed to the Licensee's server. Installation of any update or patch on the Client Server will only be performed upon explicit written request from the Licensee and with the Licensee's permission. This policy ensures that the Licensee retains full control over their server environment and that no changes are made without their knowledge or consent.

13b.5.2  Updates are included under active AMC or Warranty terms. Where neither an active AMC nor Warranty Period is in force, update installation will be provided as a separately quoted service.

 

14.1  The Licensee may not resell, distribute, or host Risper CRM as a Software-as-a-Service (SaaS) platform to third parties without prior written permission from the Licensor. Any such use constitutes a material breach of this Agreement and will result in immediate license termination.

14.2  Reverse engineering, decompiling, disassembling, or extracting the source code of the Software for reuse in any other project or platform is strictly prohibited.

14.3  The use of the Software must comply with all applicable UAE and international laws, including data privacy regulations (GDPR, UAE PDPL), export controls, anti-money laundering regulations, and any other applicable regulatory frameworks. The Licensor is not liable for any illegal or non-compliant use of the Software by the Licensee.

14.4  The Licensor reserves the right to audit the Licensee's use of the Software annually to verify compliance with the terms of this Agreement. Audit requests will be made in writing with reasonable advance notice.

 

15.1  The termination of AMC services, expiry of the Warranty Period, or cessation of any other support arrangement under this Agreement does not revoke or affect the perpetual license grant described in Section 2. The Licensee retains the right to continue hosting and operating the last provided version of the Build File on the Client Server indefinitely under the original terms of this Agreement, subject to the restrictions in Section 14.

15.2  Following AMC discontinuation or expiry, the Licensee will no longer have access to: the Licensor's official support ticketing system for covered support; future software updates or security patches; warranty coverage; or the Licensor's proactive security audit service. These services remain available on a commercially quoted, on-request basis.

15.3  The Licensee retains the right to discontinue the AMC at any time without affecting the perpetual license. However, the Licensee acknowledges that operating without AMC coverage means the CRM will run on the version last installed, without the benefit of security updates or new features released thereafter.

 

16.1  The perpetual license granted under this Agreement may be terminated by the Licensor where the Licensee: (a) commits a material breach of this Agreement and fails to remedy it within fifteen (15) calendar days of written notice; (b) uses the Software to provide services to third parties in violation of Section 2.2; (c) attempts to reverse-engineer, redistribute, or sublicense the Software; or (d) shares the Build File or server access with unauthorized parties in violation of this Agreement.

16.2  Upon termination for cause, the Licensee must immediately cease using the Software and delete all copies of the Build File from its server environment. The Licensor reserves the right to seek injunctive relief and damages in connection with any breach.

16.3  Termination of this Agreement does not entitle the Licensee to any refund of the One-Time License Fee or any other fees paid under this Agreement.

16.4  Clauses that by their nature should survive termination — including Sections 4 (Intellectual Property), 7 (Cyber Attack Responsibility), 12 (Data Confidentiality), 13 (Limitation of Liability), and 16 (Governing Law) — shall remain in full force and effect following termination.

 

15.1  Force Majeure  Neither party shall be liable for any failure or delay caused by a Force Majeure Event, provided prompt notice is given and reasonable mitigation is taken.

15.2  Branding Rights  The Licensor may use the Licensee's company name and general project description in marketing materials. The Licensee may opt out via written request within thirty (30) days of signing.

15.3  Amendments  Any changes to this Agreement require written consent from both parties signed by duly authorized representatives.

15.4  Notices  All formal notices must be delivered in writing to the addresses on record. Email delivery to admin@raimsdigital.com constitutes valid service for the Licensor.

15.5  Entire Agreement  This Agreement constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior discussions, representations, and understandings.

15.6  Severability  If any provision is found invalid or unenforceable, it shall be severed, and the remaining provisions shall continue in full force and effect.

15.7  No Waiver  Failure to enforce any provision shall not constitute a waiver of that right in the future.

15.8  Relationship of Parties  The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or employment relationship.

15.9  Electronic Execution  Digitally signed or scanned PDF copies of this Agreement shall have the same legal effect as originals. Electronic delivery to admin@raimsdigital.com constitutes valid service.

 

16.1  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.

16.2  In the event of any dispute, the parties shall first attempt resolution through good-faith negotiation within fifteen (15) calendar days of written notice of the dispute.

16.3  If unresolved through negotiation, the dispute shall be referred to binding arbitration in Abu Dhabi, UAE, under the rules of the Abu Dhabi Commercial Conciliation and Arbitration Centre (ADCCAC). The language of arbitration shall be English. Either party may seek injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.