draftme LLC-FZ, a limited liability company formed under the Meydan - Free Zone regulations, the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates, represented by Manager Kirill Buryakov (hereinafter referred to as the “Licensor”), hereby publishes these Software Terms of Use for Draftme (hereinafter referred to as the “Terms”), addressed to any person who can fully and unconditionally accept these Terms (hereinafter referred to as the “Licensee”). The Licensor and the Licensee are hereinafter jointly referred to as the “Parties”, and each individually as a “Party.

WHEREAS:

1. These Terms establish the general terms and conditions of granting the Licenses by the Licensor to the Licensee. The types of licenses, license fees, duration, and other terms and conditions of granting the Licenses and providing ancillary services (if applicable) are defined in the separate agreement signed between the Licensee and Licensor with the reference to these Terms.
2. The Licensor owns the right to Draftme, an AI-powered document drafting and management (the “Software”);
3. The Licensor intends to grant the Licensee a non-exclusive license to use the Software, and the Licensee intends to pay the Licensor for the License and provided services (if applicable) in the manner and under the terms and conditions set out in the Agreement.

1. DEFINITIONS AND INTERPRETATION

   1.1 The following terms shall have the following definitions in the Agreement:

1. “License”: a non-exclusive license providing access to the Software for one User;
2. “User”: any individual being an employee of the Licensee.
3. “Draftme AI”: a plugin that enables Users to interact with OpenAI software products (services) through the Software interface in accordance with the Terms and Conditions of using Draftme AI available at: Terms and Conditions of using Draftme AI page;
4. “Effective Date”: the date on which the Agreement was fully signed by the Parties;

   1.2 Interpretation:

1. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
2. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
3. A reference to a particular law is a reference to the applicable law taking account of any amendment, extension, application or re-enactment, and includes any applicable subordinate legislation made under it.
4. Except where a contrary intention appears, a reference to a clause, schedule or annex is a reference to a clause of, or schedule or annex to, this Agreement.
5. Clause and schedule headings do not affect the interpretation of this Agreement.
6. The terms “writing” or “written” excludes e-mail.
7. The schedules to this Agreement, together with any documents referred to in them, form an integral part of this Agreement and any reference to this Agreement means this Agreement together with the schedules and all documents referred to in them, and such amendments in writing as may subsequently be agreed between the Parties.
8. If any conflict arises between the terms and conditions of this Agreement and any provision of any schedule, the terms and conditions of the schedule shall prevail.

2. TITLE TO THE SOFTWARE, LIMITED LICENSE

   2.1 The Licensor owns an exclusive right to use the Software. The Licensor warrants that the Grant of the License in accordance with this Agreement does not infringe any rights of the third parties. 

   2.2 Entering into this Agreement does not cause any rights to the Software to be transferred by the Licensor to the Licensee except for the limited non-exclusive rights granted by the respective License, subject to the terms and conditions of this Agreement. 

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

   3.1 The Licensee is entitled:

1. to use the Software by reproducing it on computers of the Users as well as forming, downloading, correcting, amending and making any subsequent use of any forms of documents uploaded to / downloaded from the Software;

   3.2 The Licensee shall not:

1. grant to any third parties (other than its Users) the right to use the Software;
2. disclose to any third parties (other than the Users) the data for authorization in the Software;
3. reverse engineer, modify or otherwise alter the Software and make copies of the Software;
4. reproduce or convert the object code or reverse engineer it into the source code for the Software;
5. commercialize or otherwise use the Software in any form or for the purpose other than those specifically permitted by this Agreement. In particular, if this Agreement provides that the Software is used for automation of a particular business process / workflow of the Licensee, the Licensee shall not automate any other process / workflow without the consent of the Licensor. 

   3.3 The Licensor is entitled:

1. to suspend the Licensee’s access to the Software at any time if the Licensee and/or the Users carry out any unlawful actions, including those aimed at and/or resulting in a breach of information security and/or the normal operation of the Software and/or the Website;
2. to make any changes to the technical arrangement and/or computer code of the Software and carry out other modifications and/or updates of the Software at its own discretion and without prior notification to the Licensee;
3. to carry out technical maintenance of the Software as and when needed provided that the Licensor shall use all reasonable efforts to cause the Licensee as little inconvenience as possible in doing so.

   3.4 The Licensor shall:

1. grant the Licensee the right to use the Software under the terms and subject to the conditions specified in the Agreement;

4. FEES

   4.1 Fees payable by the Licensee and payment conditions are set out in the Agreement.

   4.2 Payment shall be made by wire transfer to the Licensor’s account specified in the Section 11 of Terms of Use.

   4.3 Unless the Agreement provide otherwise, payments shall be made in USD. 

   4.4 The Licensee shall pay any bank fees and other commissions in respect of the transfer of fees.

   4.5 All sums payable under the Agreement: 

1. are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question if applicable;
2. shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from the sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer shall increase the payment to the payee in such a manner that the payee receives the payment in full as if no such withholding has been made.

   4.6 Each Party shall pay taxes in accordance with applicable laws.

   4.7 The Licensee’s payment obligation shall be deemed fulfilled when the funds are credited to the Licensor’s bank account.

5. CONFIDENTIALITY

   5.1 The Parties hereby acknowledge and agree that for the purposes of their cooperation confidential information means financial, industrial, technical or other information obtained under the Agreement, which has immediate or potential commercial value due to its unknown to third parties, as well as any other documented information, access to which is restricted in accordance with the applicable laws or by the will of the Parties.

   5.2 Neither Party shall disclose any confidential information received from the other Party and connected with entering into or performing under this Agreement to third parties, except where:

1. such disclosure is required by applicable law;
2. the information is otherwise publicly available;
3. the information is disclosed to the auditors, lawyers, bankers or other advisers and affiliates of the Parties;
4. the information is disclosed to the bank in connection with any payments under this Agreement;
5. the disclosure is reasonably requested in the course of an arbitration, administrative or other proceeding; or
6. the other Party consents to such disclosure.

   5.3 Any Party shall, upon receipt of a written request from the other Party, promptly return all confidential information received in writing to such other Party.

   5.4 The Licensor acknowledges and agrees that it will not study, analyze, review, or disclose any of the Licensee's documents stored in the Software without prior written consent from the Licensee.

   5.5 For the avoidance of doubts, the Licensor (i) does not review the contracts made by the Licensee or inquire about their purposes; (ii) does not request any commercial information from the Licensee during the audit process; and (iii) studies the business processes of the Licensee only within the necessary scope to fulfill our obligations under these Terms.

   5.6 The provisions of this Section 5 shall survive upon termination of the Agreement for any reason and remain valid for a period of five (5) years following the termination of the Agreement.

6. PERSONAL DATA

   6.1 The Licensor may collect and process Personal Data as defined under applicable data protection laws in connection with the performance of these Terms.

   6.2 The Licensor shall implement appropriate technical and organizational measures to ensure the security and confidentiality of Personal Data.

   6.3 The Licensor shall not disclose or transfer Personal Data to third parties without the prior written consent of the Licensee, except as required by law.

   6.4 The Licensor shall assist the Licensee in responding to requests from data subjects exercising their rights under applicable data protection laws.

   6.5 In the event of a data breach involving Personal Data, the Licensor shall notify the Licensee without undue delay after becoming aware of the breach.

   6.6 The Licensor maintains a Privacy Policy that outlines the procedures and safeguards implemented to ensure compliance with data protection laws. The Licensee can find the latest version of this policy on the website https://www.draftme.ai/privacy-policy.

7. LIABILITY

   7.1 The Licensor shall not be liable for any breaches of the Agreement resulting from:

1. failures or technical errors in the Software;
2. low Internet bandwidth or lack of uninterrupted connection on the Licensee’s side;
3. glitch in the Software due to the Licensee’s failure to comply with the hardware and software requirements;
4. force majeure circumstances such as crashes and glitches in the Software, as well as in software and hardware suites of third parties cooperating with the Licensor or the Licensee, including other circumstances directly affecting the performance under the Agreement (including third party access to confidential information, personal data as a result of virus or other malicious software attacks);
5. any similar circumstances. 

   7.2 Neither party shall under any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

1. any loss of profit, sales, revenue, or business;
2. the loss of anticipated savings; 
3. the loss of or damage to goodwill;
4. the loss of agreements or contracts;
5. the loss of use or corruption of software, data or information; 
6. any loss arising out of the lawful termination of this Agreement or any decision causing no prolongation of this Agreement; or
7. any loss that is an indirect or secondary consequence of any act or omission of the party in question.

   7.3 The total aggregate liability of the Licensor to the Licensee under the Agreement in respect of any and all loss or damage arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall under no circumstances exceed the amount of fees received by the Licensor under the Agreement.

8. INDEMNIFICATION

   8.1 The Licensor shall indemnify, defend, and hold harmless the Licensee, its officers, directors, employees, and agents from and against any and all claims, demands, suits, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

1. any breach of these Terms by the Licensor;
2. any third-party claim that the Licensor infringes upon any intellectual property rights;
3. any negligent act or omission, or willful misconduct, by the Licensor in connection with the Software.

   8.2 In the event that the Licensee seeks indemnification under this section, the Licensee shall promptly notify the Licensor in writing of the claim, specifying the nature of the claim and providing all relevant details.

   8.3 The Licensor shall have the right to assume the defense and control of any such claim, and the Licensee shall cooperate with the Licensor in the defense and settlement of the claim.

   8.4 The Licensor shall not settle any indemnified claim without the prior written consent of the Licensee, which consent shall not be unreasonably withheld.

   8.5 Notwithstanding anything to the contrary in these Terms, the total liability of the Licensor for all indemnifiable claims under this section shall not exceed the total fees paid by the Licensee to the Licensor under these Terms.

   8.6 The obligations of indemnification under this section are in addition to, and not in limitation of, any other indemnification obligations contained in these Terms or applicable law.

9. NOTICES

   9.1 The Parties shall send any documents, notifications, requests, agreements, and other messages to the addresses or emails agreed upon by the Parties in a separate agreement.

   9.2 The delivery of signed scanned documents, notifications, requests, agreements, and other messages from email addresses and to email addresses shall be deemed proper delivery of such document.

   9.3 The Parties undertake to notify each other immediately of any change in their address, bank or other details. The Party that fails to notify or untimely notifies of the above changes shall be liable for the adverse consequences resulting from such failure to notify and the risk of related losses.

10. LICENSE AUDIT

   10.1 The Licensor shall be entitled to carry out a license audit of the Licensee at least twice a year.

   10.2 The audit shall target the facts relating to the use of the Software by the Licensee and/or the Users and confirming compliance with the Agreement. For the audit, the Licensor shall be provided with the following:

1. network access to the server on the Licensee’s premises on which the Software has been installed; accounts for access to the user interface of the Software without access to customers’ personal data;
2. the total number of drafted documents;
3. any other information and documents requested by the Licensor, including the same in electronic form, which enable verification of the Licensee’s compliance with the Agreement and the correct calculation of the payment for the right to use the Software.

   10.4 The Licensor shall notify the Licensee of the anticipated start date of the license audit by email at least three (3) Business Days in advance.

   10.5 If the audit is refused or hindered by the Licensee, the Licensor shall be entitled to terminate the Agreement immediately and recover any resulting loss from the Licensee.

   10.6 The Licensor may at any time request from the Licensee information regarding the use of the Software by the Licensee, excluding the personal data of the Users, codes and passwords. The Licensee shall provide such information within five (5) Business Days from the date of receipt of the request from the Licensor.

11. MISCELLANEOUS

   11.1 Terms and conditions of technical support for the Software are available at: Technical Support page.

   11.2 The Licensor is entitled to make any changes to these Terms without prior notice to the Licensee. The changes come into effect upon the publication of a new version of the Terms on the Licensor's website at: Terms of software use page. If the Licensee does not agree with the changes, they must notify the Licensor in writing, in which case the Terms are considered terminated from the date of notification.

12. DETAILS OF THE LICENSOR

draftme LLC-FZ

Address: Business Center 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, UAE

Address for correspondence: Business Center 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, UAE

Formation Date: 23.06.2022

Formation Number: 2202477

Account number: 19110631

ABU DHABI ISLAMIC BANK

SWIFT: ABDIAEAD

Currency: USD

IBAN: AE750500000000019110631

e-mail: contact@draftme.io

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Schedule 1. Hardware and Software Requirements 

The correct operation of the Software is guaranteed if the following software and hardware requirements are met: