Terms and Conditions

REG2DO Software-as-a-Service (SaaS) Solution
The current Terms and Conditions were published on 6th May 2025 For details of updated versions, see www.Solution.Reg2do.com/TandC

DEFINITIONS
1. Unless stipulated otherwise, these capitalized terms shall have the following meanings:
  “Authorized User(s)” means the named user(s) authorized by the Customer to use the Solution in accordance with these Terms and Conditions and the SaaS Agreement;
  “Customer” means the natural or legal person identified in the SaaS Agreement;
  “Documents” means the documents listed in Clause 2.1 of these Terms and Conditions;
  “Effective Date” means the subscription start date, being the Effective Date as defined and determined in the Installation Agreement;
  “Force Majeure Event” shall have the meaning given to it in Clause 17.1 of these Terms and Conditions;
  “Installation Agreement” means the supplementary contract to be executed between the parties in accordance with Clause 5 of these Terms and Conditions, outlining the terms and procedures governing the installation of the Solution;
  “Other Service Provider(s)” means any natural or legal person who processes the data on behalf of the Company. It refers to external third-party companies or individuals engaged by the Company to facilitate the Solution / www.reg2do.com to provide the Solution / www.reg2do.com on behalf of the Company, to perform services related to the Solution or to assist the Company in analyzing how the Solution is used.
  “Privacy Policy” means the latest version of the REG2DO Privacy Policy available at / www.reg2do.com, as updated from time to time;
  “Proposal” means the formal document presented by the Service Provider to the Customer encompassing a detailed plan for the Solution, including associated costs, terms and conditions, as defined and specified in the SaaS Agreement.
  “SaaS” means Software-as-a-Service;
  “SaaS Agreement” means REG2DO Software-as-a-Service (SaaS) Agreement to be executed between the Service Provider and the Company, together with the Documents, as may be amended from time to time;
  “Service Provider” means 973Labs W.L.L., a company registered and existing in the Kingdom of Bahrain and holding Commercial Registration No. 149358;
  “Solution” means the REG2DO solution and platform owned and offered by the Service Provider, which is a RegTech solution designed to automate and streamline a regulated business’s compliance and risk management processes, as detailed in the SaaS Agreement;
  “Subscription Fee” means the fees payable by the Customer in consideration of the Solution, as defined in the SaaS Agreement;
  “Subscription Term” means the duration during which the Customer has the right to access and use the Solution, as defined in the SaaS Agreement;
  “Terms and Conditions” means these Terms and Conditions for the REG2DO SaaS Solution, as updated from time to time;
  “Updates” shall have the meaning given to it in Clause 13.2 of these Terms and Conditions;
  “User Content” means all data or content (in any form) that is created, uploaded, shared or hosted on the Solution by the Customer or by any Authorized User (excluding feedback mentioned in Clause 41), including but not limited to text, images, videos, or other materials.
THE SAAS AGREEMENT
1. The SaaS Agreement entered into by the Customer shall form a separate agreement, incorporating these Terms and Conditions (together with any amendments or changes), the Privacy Policy, and the Installation Agreement (together the “Documents”).
2. In the event of any conflict in respect of the provisions of the Documents, the following order of priority shall prevail (in descending order of priority):
  1. The SaaS Agreement;
  2. The Terms and Conditions;
  3. The Privacy Policy;
  4. The Installation Agreement (once executed);
  5. The Proposal.
3. Subject to the order of priority between the Documents in Clause 2.2, later versions of Documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
THE SOLUTION
1. The Service Provider will provide the Customer with access to the Solution on a SaaS basis, as outlined in SaaS Agreement.
2. The Customer acknowledges that the Solution does not include:
  1. Any services, systems or equipment required to access the internet (the Customer is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Solution);
  2. dedicated data back up or disaster recovery facilities; and
  3. legal, accounting or other professional or regulated advice or services.
SUBSCRIPTION FEE AND PAYMENT
1. The Customer shall pay the Service Provider the Subscription Fee, along with fees for additional features and extras, as specified in the SaaS Agreement, in accordance with the payment terms and schedule outlined in the SaaS Agreement.
2. Invoices shall be paid within fourteen (14) calendar days of the date of the invoice.
3. All amounts payable under these Terms and Conditions and the SaaS Agreement shall be paid to the Service Provider without any set-off, counterclaim, deduction or withholding of any kind.
4. Any Subscription Fee or other amounts paid in connection with the Solution are nonrefundable.
INSTALLATION OF THE SOLUTION
Upon signature of the SaaS Agreement, and payment of the first Subscription Fee installment, the parties shall execute an Installation Agreement which shall set out the terms governing the Service Provider’s installation of the Solution. The Customer acknowledges that access to the Solution and the utilization of its features and benefits will only be made available upon completion of the installation process as specified in the Installation Agreement.
SUBSCRIPTION TERM
1. Unless agreed otherwise, the Subscription Term shall begin on the Effective Date defined in the Installation Agreement, being the date of the Solution’s installation, and will continue for the duration set out in the SaaS Agreement.
2. The Subscription Term shall automatically renew for successive periods of twelve (12) months each, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term
RIGHT OF USE
1. Upon receipt of payment, and subject to these Terms and Conditions, the Service Provider grants the Customer a limited, non-exclusive, non-transferable, personal and revocable license to access and use the Solution solely for the Customer’s internal business purposes, and for purposes set out these Terms and Conditions and the SaaS Agreement.
2. The Customer acknowledges that use of the Solution is at all times subject to the Customer’s compliance these Terms and Conditions and the Documents, and the requirements identified in these Terms and Conditions and the Documents, or otherwise communicated by the Service Provider to the Customer.
3. The Customer shall refrain from sublicensing, selling, reselling, transferring, assigning, distributing, or participating in any form of commercial exploitation of the Solution, and shall not make the Solution available to any third party.
ACCOUNT REGISTRATION
To access and use the Solution, the Customer may be required to register an account. During the registration process, the Customer must provide accurate, complete, and up-to-date information. The Customer is responsible for maintaining the confidentiality of its account login credentials and is fully responsible for all activities that occur under its account.
AUTHORIZED USERS
1. The Customer shall ensure that only existing employees designated as Authorized Users are provided access to and use the Solution, and that such use is at all times in strict accordance with these Terms and Conditions and the SaaS Agreement.
2. The Customer may register and grant access to the Solution to a specified number of Authorized Users. The number of Authorized Users permitted under these Terms and Conditions is subject to the limits specified in the SaaS Agreement. Any additional Authorized Users beyond such limits shall be subject to an additional charge at the rate specified in SaaS Agreement.
3. Authorized User accounts cannot be shared or used by more than one individual. In the event of the Customer’s breach of this Clause 9.3, the Customer shall be liable to pay the Service Provider, at the rate specified in SaaS Agreement, for the number of Authorized Users exceeding the number agreed limit, for the relevant period during which infringement occurred.
4. The Customer, utilizing the User Management feature within the Solution, has the ability to independently add, view and / or delete Authorized Users. The Customer is required to maintain a list of all Authorized Users, which is accessible to the Service Provider upon request. Any modifications to the Authorized User list must be promptly communicated to the Service Provider within five (5) working days. The Customer is responsible for regularly updating and maintaining the Authorized User list to ensure that it accuracy.
CUSTOMER OBLIGATIONS
1. The Customer shall, and shall ensure that its Authorized Users shall, at all times:
  1. maintain the confidentiality of login credentials and access passwords;
  2. ensure that its system and network comply with the technical specifications provided by the Service Provider for proper access to and use of the Solution;
  3. ensure that all Subscription Fee(s) and payments due to the Service Provider are made in accordance with these Terms and Conditions and the SaaS Agreement;
  4. promptly report any issues, errors or malfunctions of the Solution to the Service Provider;
  5. cooperate with the Service Provider in the event of any investigation or resolution of a security incident or breach;
  6. be responsible for the accuracy, legality and quality of the data or content uploaded, stored or transmitted through the Solution;
  7. comply with all applicable laws, regulations, and rules relating to the use of the Solution, including but not limited to export control laws, data protection laws, and financial regulations;
  8. refrain from altering, modifying, reverse engineering, creating derivative works based on the Solution, or otherwise attempting to access the Solution’s source code or underlying structure;
  9. refrain from using any automated tools, including robots, spiders, or crawlers, to access or use the Solution; and
  10. not use the Solution for any purpose other than as expressly permitted under these Terms and Conditions, or for any unlawful or unauthorized purposes.
2. The Customer is responsible for ensuring that the Authorized Users are informed of and adhere to the obligations and restrictions set out in these Terms and Conditions and the Documents. The Customer shall oversee the actions of its Authorized Users, ensuring their compliance with these Documents, and shall be liable for the acts or omissions of the Authorized Users as if they were its own.
TRAINING
If stipulated in the SaaS Agreement, the Service Provider shall conduct necessary training sessions for the Customer upon Solution installation. These sessions, as detailed in SaaS Agreement, aim to familiarize the Customer with the Solution's functionalities and optimal utilization. Any additional training beyond those expressly specified in the SaaS Agreement will be chargeable. The fees for such additional training will be agreed between the parties.
SOLUTION SUPPORT
If stipulated in the SaaS Agreement, the Service Provider shall furnish reasonable support to the Customer during the Subscription Term, in accordance with the SaaS Agreement
SOLUTION MODIFICATIONS, UPDATES AND MAINTENANCE
1. The Customer acknowledges that the Service Provider shall be entitled to modify the features and functionality of the Solution.
2. At the Service Provider’s sole discretion, the Service Provider may provide updates, enhancements, modifications, revisions and additions (together the “Updates”) to the Solution, as deemed required or necessary to improve functionality, security and performance of the Solution. The Service Provider shall make all Updates available to the Customer at no additional charge or cost.
3. The Customer acknowledges that the Service Provider shall be entitled to modify the features and functionality of the Solution, or restrict access to all or parts of the Solution without notice or liability. The Service Provider will use reasonable efforts to notify the Customer of any significant changes or restricted access to the Solution. The Customer’s continued use of the Solution following any such changes constitutes its acceptance of the modified Solution.
4. The Service Provider shall use reasonable endeavors to notify the Customer in advance of scheduled maintenance of the Solution but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure Event or for other immediate, necessary or emergency maintenance.
5. The Service Provider shall not be liable for temporary unavailability or disruption of the Solution due to Update, maintenance or modification activities conducted within the parameters of these Terms and Conditions.
WARRANTIES
1. The Service Provider warrants that the Solution shall operate materially in accordance with the specifications set out in the SaaS Agreement, when used in accordance with these Terms and Conditions, under normal use and normal circumstances during the Subscription Term.
2. NOTWITHSTANDING CLAUSE 14.1, THE SOLUTION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS OR OBLIGATIONS, WHETHER EXPRESS OR IMPLIED BY LAW OR OTHERWISE, INCLUDING ANY IMPLIED TERMS RELATING TO QUALITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ABILITY TO ACHIEVE A PARTICULAR RESULT ARE EXCLUDED. It is expressly clarified that, except as expressly stated in these Terms and Conditions:
  1. no assurance is given that the Solution will comply with or satisfy any legal or regulatory obligations;
  2. The Service Provider accepts no liability or obligation regarding the Solution meeting the Customer’s individual needs, irrespective of whether such needs have been communicated to the Service Provider; and
  3. The Service Provider expressly disclaims any warranty or representation that the Solution is intended to provide, or should be relied upon for, regulatory, legal, or compliance advice. The Customer acknowledges that the Solution does not constitute legal advice, and the Service Provider assumes no responsibility or liability for any actions taken or not taken based on the Solution. The Customer is advised to seek independent compliance or legal counsel for matters related to regulatory compliance or legal obligations.
3. In the event of a breach of the warranty in Clause 14.1, the Service Provider, at its sole discretion, will determine the appropriate course of action for the repair or replacement of the Solution. The Service Provider shall then, at its own cost, use reasonable efforts to carry out the repair or replacement
4. The warranties in Clause 14.1 are subject to the limitations set out in Clause 27 and shall not apply to the extent that any error in the Solution arises as a result of:
  1. incorrect operation or use of the Solution by the Customer (or any Authorized User);
  2. use of the Solution other than for the purposes for which it is intended;
  3. use of the Solution with other software or on equipment with which it is incompatible;
  4. any act by any third party, including hacking or the introduction of any virus or malicious code;
  5. any modification of the Solution; or
  6. any breach of the Agreement by the Customer (or Authorized User).
DELAYS AND INTERRUPTIONS
The Customer acknowledges and accepts that the Solution may be subject to delays, interruptions, errors, or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. The Customer acknowledges that such risks are inherent in cloud services and that the Service Provider shall have no liability for any such delays, interruptions, errors, or other problems.
SUSPENSION OF SERVICES
1. The Service Provider may, without prior notice, suspend access to the Solution (or any part) to the Customer, or to all or some of the Authorized Users, if:
  1. the Customer fails to pay any sums due to the Service Provider by the due date for payment;
  2. the Service Provider suspects that there has been any misuse of the Solution or breach of these Terms and Conditions or the Documents; or
  3. required by law, by court or governmental or regulatory order.
2. In relation to suspensions under Clause 16.1.1, access to the Solution will be restored promptly after the Service Provider receives payment in full and cleared funds.
3. The Subscription Fee remains payable during any period of suspension, regardless of whether the Customer (or all or some of Authorized Users) have access to the Solution.
FORCE MAJEURE EVENT
1. The Service Provider shall not be liable for any failure or delay in the performance of its obligations under these Terms and Conditions or the SaaS Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, governmental actions, pandemics, strikes, or other labor disturbances, power outages, and internet disruptions ("Force Majeure Event").
2. If a Force Majeure Event prevents the Service Provider from performing its obligations for a continuous period of more than thirty (30) calendar days, either party may terminate the SaaS Agreement, and these Terms and Conditions, upon written notice.
INTELLECTUAL PROPERTY RIGHTS
1. The Solution and its content, including all worldwide copyrights, trademarks, patents, trade secrets, and other intellectual property rights associated with it, is and shall remain the exclusive property of the Service Provider. The Service Provider retains all rights, title, and interest in and to the Solution, including all intellectual property rights therein.
2. Subject to the terms and conditions of these Terms and Conditions and the SaaS Agreement, the Service Provider hereby grants the Customer a non-exclusive, non-transferable license to use the Solution and any related intellectual property as specified in these Terms and Conditions and the SaaS Agreement. This license is solely for the purpose of accessing and utilizing the Solution in accordance with the provisions outlined in the Documents. Any use beyond the scope of this license is expressly prohibited unless otherwise agreed upon in writing by the parties.
PRIVACY AND DATA PROTECTION
1. Each party shall individually comply all applicable data protection laws and regulations, including the Bahrain Personal Data Protection Law No. 28 of 2018, as may be amended, and / or any other laws, regulations or orders which implement or supplement the Bahrain Personal Data Protection Law.
2. The Service Provider shall take required measures to protect the security and integrity of the Solution and the User Content. However, the Customer acknowledges and accepts that no method of transmission over the Internet or electronic storage is completely secure. While the
3. Service Provider strives to protect the User Content, it is accepted by the Customer that the Service Provider cannot and does not guarantee its absolute security.
4. The Customer is also advised to refer to the Privacy Policy for further information.
CONFIDENTIALITY
1. Each party shall maintain the confidentiality of any proprietary or sensitive information of the other party obtained during the course of these Terms and Conditions or the SaaS Agreement and shall not, without the prior written consent of the other party, disclose, copy or modify such confidential information (or permit others to do so) other than as necessary for the performance of its express rights and obligations under these Terms and Conditions or the SaaS Agreement.
2. Each party agrees to disclose the other party’s confidential information only to its officers, employees, or agents where, and to the extent that, such disclosure is necessary for the purposes of these Terms and Conditions or the SaaS Agreement. Such disclosure shall be subject to the condition that those individuals are informed of, and agree to comply with, the Confidentiality Obligations set out in these Terms and Conditions or the SaaS Agreement. Each party shall remain responsible for any acts or omissions of those individuals as if they were their own.
3. The provisions of this Clause 20 shall not apply to information which: (i) is or comes into the public domain through no fault of the relevant party; (ii) is lawfully received by the relevant party from a third party free of any obligation of confidence at the time of its disclosure;(iii) is independently developed by the relevant party without access to or use of such confidential information; or (iv) is required by law, by court or governmental or regulatory order to be disclosed.
4. This Clause 20 shall survive the termination or expiry of these Terms and Conditions or the SaaS Agreement.
5. Upon termination of the SaaS Agreement and successful retrieval of all Customer information by the Customer, the Service Provider shall promptly and securely destroy all Customer information in its possession, including any backups, in accordance with applicable data protection laws and industry standards. The Service Provider shall certify in writing to the Customer that such destruction has been completed.
PRIVACY POLICY
The Customer’s use of the Solution is subject to the Privacy Policy (as updated from time to time), which outlines how the Service Provider collects, uses, and protects the Customer’s personal information and User Content. By using the Solution, the Customer agrees to the collection and use of its personal information in accordance with the Privacy Policy.
USER CONTENT
1. The Solution may allow the Customer to create, upload, or share User Content on the Solution.
2. The Customer is solely responsible for any User Content created, uploaded or shared through the Solution by itself or by its Authorized Users.
3. The Customer shall ensure the accuracy, quality, integrity and legality of the User Content, and that its utilization, including in connection with the Solution, complies with all applicable laws and intellectual property rights.
4. By creating, uploading, or sharing User Content through the Solution, the Customer represents and warrants that the Customer has all necessary rights, licenses, and permissions to do so and that its User Content does not infringe any third-party rights, including but not limited to copyright, trademark, privacy, or other intellectual property rights.
5. The Service Provider reserves the right, but assumes no obligation, to monitor, review, edit, or remove any User Content that is deemed harmful, including but not limited to content containing viruses, bugs, or other malicious elements. The Service Provider shall arrange for encrypted backup of Customer data and ensure that the Customer has access to such backups. The Customer acknowledges that, aside from the Service Provider’s direct obligations under applicable data protection laws, the Service Provider does not control or access User Content hosted through the Solution and does not actively monitor such content.
6. The Customer understands and agrees that the Service Provider may retain, but not display, distribute, or perform, server copies of User Content that has been removed or deleted.
7. If the Service Provider identifies any User Content that is deemed harmful, offensive, or potentially malicious, it shall promptly notify the Customer and request that the content be removed within twenty-four (24) hours. If the Customer fails to take the necessary action within the specified timeframe, the Service Provider reserves the right to:
  - permanently delete or suspend access to such User Content, particularly where it contains viruses, malware, or any harmful elements that may compromise the security or integrity of the Solution; and/or
  - disclose the User Content to relevant law enforcement authorities, where appropriate.
  The Customer shall promptly inform the Service Provider once the content has been removed. In the event of a service suspension due to such content, the Service Provider shall restore access to the Solution once the issue has been fully resolved. If an Authorized User account is compromised, the Customer will be granted access for a replacement Authorized User at no additional cost, thereby maintaining the Customer’s full user entitlement.
8. Except as otherwise expressly agreed in these Terms and Conditions or the SaaS Agreement, the Service Provider shall not be obliged to provide the Customer with any assistance in extracting, transferring or recovering any data whether during or after the Subscription Term. The Customer acknowledges and agrees that it is responsible for maintaining safe backups and copies of any User Content, including as necessary to ensure the continuation of the Customer’s business. The Customer shall, without limitation, ensure that it backs up (or procures the back up of) all User Content regularly (in accordance with its and its Authorized User’s needs) and extracts it from each Solution prior to the termination or expiry of the SaaS Agreement or the cessation or suspension of the Solution.
THIRD PARTY SERVICES / APPLICATIONS
1. The Solution may integrate with or enable access to third-party services or platforms. The Service Provider is not responsible or liable for any issues or damage arising from the Customer’s use of or interactions with such third-party services. The Customer shall only be liable to the terms and conditions stipulated herein with respect to the Solution.
2. The Solution may display, include, or make available third-party content, including data, information, applications, or materials from other users or third-party providers. The Customer acknowledges and agrees that the Service Provider is not responsible for the accuracy, completeness, timeliness, validity, legality, or reliability of any such third-party content.
3. The Solution may include reference to any products, services, or other information, by trade name, trademark, or otherwise, or include third-party websites, content, links, resources or services. Such inclusion does not constitute or imply any endorsement, sponsorship, or recommendation by the Service Provider.
4. The Service Provider acknowledges that the Customer may choose to use third-party services or applications in connection with the Solution. The Service Provider shall not be responsible for any issues related to such third-party services.
5. If the Customer provides feedback or suggestions regarding any third-party services or platforms that are integrated with or accessible through the Solution, the Customer acknowledges and agrees that such feedback or suggestions may be shared with the applicable third-party service providers without notice to the Customer, and may be used by them without any restriction or compensation to the Customer.
TERMINATION
1. The Customer may terminate the SaaS Agreement (including the Installation Agreement and these Terms and Conditions) by providing written notice to the Service Provider if the Service Provider fails to complete the installation of the Solution within the timeframe specified in the Installation Agreement (including any mutually agreed extensions), provided that such delay is not caused directly or indirectly by any act or omission of the Customer, by a Force Majeure Event, or by any other circumstance beyond the reasonable control of the Service Provider.In the event of such termination, the total compensation payable by the Service Provider to the Customer shall not exceed the total value of the Agreement. Any amounts paid for services already rendered by the Service Provider shall be non-refundable. However, any advance payments received for services not yet rendered, or for periods during which services could not be provided due to a Force Majeure Event, shall be refundable.
2. The Service Provider may terminate the SaaS Agreement (and these Terms and Conditions) if any amount due remains unpaid for fifteen (15) calendar days after receiving notification that the payment is overdue.
3. Either party may terminate the SaaS Agreement (and these Terms and Conditions) if the other party commits a breach of any material term or condition, which is not remedied within twenty (20) calendar days of receiving written notice of such breach. Any breach of the Terms and Conditions shall be deemed a material breach for the purposes of this Clause 24.
4. Either party may terminate the SaaS Agreement (and these Terms and Conditions) by written notice to the other party in the event of the other party’s liquidation, bankruptcy, reorganization, appointment of a receiver or trustee for all or substantially all of its assets, or any similar event indicating the other party’s insolvency.
5. The Service Provider reserves the right to terminate the SaaS Agreement (and these Terms and Conditions) if, for any reason, it becomes unable to provide the Solution, including but not limited to regulatory changes, legal restrictions, or any unforeseen circumstances that render the provision of the Solution impractical or legally prohibited. In such cases, the Service Provider shall provide the Customer with prompt written notice of the termination. Any prepaid fees for the terminated services shall be refunded on a pro-rata basis.
EFFECT OF TERMINATION
1. Immediately on termination or expiry of the SaaS Agreement (and these Terms and Conditions) for any reason,
  1. The Service Provider shall terminate the Customer’s access to the Solution; and
  2. The rights granted by the Service Provider under this Agreement shall terminate and the Customer shall (and shall procure that each Authorized User shall): (i) stop using the Solution; and (ii) destroy and delete or, if requested by the Service Provider, return any copies of the documents in its possession or control.
2. Upon termination, the Service Provider is not obligated to assist the Customer in extracting, transferring, or recovering any User Content, or any other data or information, from the Solution. The Customer is solely responsible for maintaining backups and extracting all such content and information before termination or expiry. In case of termination with short notice, the Customer shall be allowed 7 days to extract data.
3. Termination of the SaaS Agreement (and these Terms and Conditions) for any reason other than a breach by the Service Provider shall not warrant any claim or obligation to refund.
  1. In the event of termination is a result of the Customer's default, the Service Provider shall be entitled to receive the full Subscription Fee for the relevant Subscription Term of the SaaS Agreement, including any prepaid fees for the terminated services. Any fees that have not been paid shall be due and payable upon termination.
  2. If the termination is a result of the Service Provider's default, the Customer shall be entitled to a refund of any prepaid Subscription Fee for the terminated services on a pro- rata basis. It is expressly acknowledged that such refund constitutes the only and maximum liability that can be claimed against the Service Provider in such instances.
4. Termination or expiry of the SaaS Agreement (and these Terms and Conditions) shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of the SaaS Agreement (and these Terms and Conditions) that is expressly or by implication intended to continue beyond termination, including but not limited to Intellectual Property, Limitation of Liability, Indemnity, Confidentiality and Governing Law and Jurisdiction.
INDEMNITY
1. The Customer shall indemnify, keep indemnified and hold harmless the Service Provider (and its affiliates, directors, employees, and licensors) from and against any losses, claims, damages, liabilities, data protection losses, costs (including legal and other professional fees) and expenses arising out of or related to:
  1. the Customer’s (or the Authorized Users’) breach of the SaaS Agreement (and these Terms and Conditions), or the terms of any of the Documents;
  2. the Customer's use of the Solution in violation of applicable laws, regulations, or thirdparty rights;
  3. any User Content, or other content or data provided by the Customer or its Authorized Users;
  4. any claim that the Customer's use of the Solution, or creation or sharing of User Content, infringes the intellectual property rights of a third party.
LIMITATION OF LIABILITY
1. WITHOUT PREJUDICE TO ANY RIGHTS PERMITTED BY THE LAW, AND EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONTRACTUAL OBLIGATIONS, IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REPUTATION, COMMERCIAL OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR IN CONNECTION WITH THE CUSTOMER’S USE OF, OR INABILITY TO USE, THE SOLUTION.
2. THE SERVICE PROVIDER'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE SAAS AGREEMENT SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEE PAID BY THE CUSTOMER TO THE SERVICE PROVIDER FOR THE SOLUTION DURING THE TWELVE (12) MONTH PERIOD .IN THE EVENT GIVING RISE TO ANY CLAIM UNDER THESE TERMS AND CONDITIONS OR THE SAAS AGREEMENT.
BETA VERSIONS AND PRE-RELEASE FEATURES
From time to time, the Service Provider may offer access to beta versions or pre-release features of the Solution for testing and evaluation purposes. The Customer acknowledges and agrees that such beta versions and pre-release features may be incomplete, may contain errors, and are provided "as is" without any warranties or support. The Customer’s use of any beta versions or pre-release features is entirely at its own risk.
MARKETING AND PUBLICITY
The Service Provider may identify the Customer as a user of the Solution in its marketing materials, including but not limited to its website, press releases, and presentations, only with the Customer’s prior written consent. If consent is granted, the Customer may later request to have its name removed from such materials by providing written notice to the Service Provider, who shall comply within a reasonable period.
ELECTRONIC COMMUNICATIONS
Both parties agree that electronic communication, including but not limited to emails, notifications within the Solution, or other electronic means, shall be the primary method of communication for all notifications and correspondence related to these Terms and Conditions, the SaaS Agreement or the Documents. The Customer hereby agrees that such electronic communications shall satisfy any legal requirements that such communication be in writing.
NON-EXCLUSIVITY
The SaaS Agreement, and these Terms and Conditions, do not establish an exclusive relationship between the Customer and the Service Provider. Both parties retain the right to engage in similar agreements or services with other entities, unless expressly stated otherwise in a separate written agreement between the parties.
NOTICES
All written notices, requests, demands, or other communications required or permitted under the SaaS Agreement (and these Terms and Conditions) shall be in writing, and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by email to the addresses specified in the Customer’s account or otherwise provided by the Service Provider.
ASSIGNMENT
1. The SaaS Agreement (and Terms and Conditions) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
2. The Customer shall not assign, sub-contract, sub-license, or transfer any rights and obligations under the SaaS Agreement (and these Terms and Conditions) without the prior written consent of the Service Provider.
3. The Service Provider may, at its discretion and at any time, assign, subcontract, sublicense, or transfer its rights and obligations under the SaaS Agreement (including these Terms and Conditions) to any third party, including Other Service Provider(s), without requiring the Customer’s prior approval. However, the Service Provider shall provide the Customer with written notice of any such action, and the terms and conditions of this Agreement shall continue to apply. The Customer shall not be bound by any third-party terms and conditions resulting from such transfer. In the event of any assignment, subcontracting, sublicensing, or transfer of rights, the Customer shall have the right to terminate the Agreement by providing written notice. Upon such termination, the Customer shall be entitled to a refund of any prepaid fees corresponding to the unused portion of the then-current month.
RELATIONSHIP BETWEEN THE PARTIES
The parties are independent contractors. Nothing in the SaaS Agreement (or these Terms and Conditions) shall be construed to create any agency, partnership, joint venture, or employment relationship between the parties. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
NO THIRD-PARTY BENEFICIARIES
These Terms and Conditions and the SaaS Agreement are for the benefit of the parties hereto and not for the benefit of any third party.
WAIVER
A waiver of any term, provision, condition or breach of the SaaS Agreement (and these Terms and Conditions) shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the SaaS Agreement (or these Terms and Conditions) shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy. Further, no single or partial exercise of any right, power or remedy provided by law or under the SaaS Agreement (or these Terms and Conditions) shall prevent any future exercise of it or the exercise of any other right, power or remedy.
SEVERABILITY
If any provision of the SaaS Agreement (or these Terms and Conditions) is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent. All remaining provisions of the SaaS Agreement (or these Terms and Conditions) will continue in full force and effect.
AMENDMENT
1. The Service Provider may, at its sole and absolute discretion, make and notify the Customer of, updated versions of these Terms and Conditions, and the Privacy Policy, from time to time, by notifying the Customer, BY 60 DAYS, of such update by any means which the Service Provider elects, including notifications on the Solution or posting the updated terms on the Service Provider’s website. If the new terms and conditions breach any internal policies of the Customer, the Customer may terminate the agreement
2. The updated Terms and Conditions (and Privacy Policy), as referenced in the update notification, shall replace the previous version of the respective document and become binding on both parties sixty (60) calendar days after the date of such notification.
3. The Customer’s continued use of the Solution following receipt of such notice or notification shall be deemed acceptance of the applicable updates or changes. It is the Customer’s responsibility to review and understand any such modifications. If the Customer does not agree with the changes, it should refrain from using the Solution and promptly contact the Service Provider to discuss its concerns and determine an appropriate course of action.
LANGUAGE
These Terms and Conditions have been drafted in the English language. In the event of any conflict or inconsistency between the English language version and any translated version, the English language version shall prevail.
GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Kingdom of Bahrain. Any disputes arising out of or in connection with these Terms and Conditions or the use of the Solution shall be subject to the exclusive jurisdiction of the courts of the Kingdom of Bahrain.
CUSTOMER FEEDBACK AND SUPPORT
1. The Service Provider welcomes any feedback, comments, and suggestions for improvements to the Solution. The Service Provider may use any feedback and suggestions for improvement relating to the Solution provided without charge or limitation. By submitting any feedback, the Customer grants the Service Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, adapt, and incorporate the Customer’s feedback into the Solution or any other products or services the Service Provider may develop in the future. The Customer shall also assign (or shall procure the assignment of) all intellectual property rights in the feedback with full title guarantee to the Service Provider at the time such feedback is first provided to the Service Provider.
2. Any questions, comments, or concerns about these Terms and Conditions, or the Solution should be sent to: [973labs WLL] [info@973labs.com] or [info@reg2do.com] [+973 17117301].
ACKNOWLEDGEMENT
By signing these Terms and Conditions, and using the Solution, the Customer acknowledges that it has read and understood these Terms and Conditions and any additional terms and conditions specified by the Service Provider in connection with the provision of the Solution, and that the Customer has agreed to be bound by them.