Modeeri Terms and Conditions

Modeeri Terms & Conditions

1. Introduction

These Terms & Conditions (the “Agreement”) govern your access to and use of the Modeeri digital platform and associated services (collectively, the “Platform”). By creating an account, purchasing a subscription or otherwise using the Platform, you (“Client” or “you”) agree to be bound by this Agreement. The Platform is operated by Modeeri (under formation) and/or its affiliated entities (“Provider,” “we,” or “our”). The Provider may modify these Terms at any time by posting an updated version on the Platform or by notifying Clients. Continued use of the Platform after changes are posted constitutes acceptance of the revised terms.

2. Definitions

Key defined terms include Provider, Client, Platform, Subscription, Services, Order Form, Confidential Information, Effective Date, Applicable Laws, Authorized Users, Authorized Purpose, Content, Provider Content, User Content, Personal Data, Data Controller & Data Processor, Subprocessor, Data Privacy & Security Laws, Subscription Term, Update, Support Services, Territory, Professional Services & Statement of Work (SOW), and Service Credits.

3. Account Registration & Access

1. Authorized Users. Client shall designate individual employees or contractors as authorized users of the Platform (“Authorized Users”). Each must use unique login credentials; sharing credentials is prohibited. Client is responsible for all activities under its accounts.
2. Accuracy of Information. Client represents that all information provided during registration, in an Order Form or otherwise through the Platform is accurate, complete and lawful. The Provider may request evidence of authority from any individual claiming to act on behalf of Client.
3. Access Controls. The Provider may implement user limits, usage caps or access controls as described in the Order Form. Exceeding such limits may result in additional charges or suspension until compliance is restored.
4. Credential Security. Client must maintain the confidentiality of all login credentials and promptly notify the Provider of any unauthorized use or suspected breach. The Provider is not responsible for losses arising from stolen or misused credentials.
5. Right to Suspend. The Provider may suspend, limit or terminate access to the Platform without liability if Client (a) violates this Agreement; (b) fails to pay fees when due; (c) engages in suspected fraudulent or illegal activity; or (d) causes security or privacy risks to other Clients.

4. Subscription & Fees

1. Subscription Term and Renewal. Subscriptions commence on the Effective Date and continue for the initial term specified in the Order Form. Subscriptions automatically renew for successive periods equal to the initial term (monthly or annual) unless Client provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
2. Pricing & Payment. Fees, billing cycles, usage limits and payment terms are set out in the Order Form. Unless otherwise stated, fees are exclusive of taxes, duties and levies. Client authorizes the Provider to invoice or charge the payment method on file according to the agreed cycle. Late payments may incur interest at the maximum rate permitted by applicable law.
3. Currency. Clients in Egypt will be invoiced in Egyptian Pounds (EGP) by Modeeri Egypt LLC; Clients outside Egypt may be invoiced in United States Dollars (USD) by Modeeri Inc. or another Modeeri entity. Where currency conversion is required, the exchange rate published by the Central Bank of Egypt on the date of invoicing shall apply.
4. Automatic Upgrades. If Client’s usage exceeds the limits of its Subscription tier (e.g., number of users, storage, transactions), the Provider may upgrade Client to the appropriate plan or charge overage fees. The Provider will notify the Client of the change and additional charges.
5. Taxes. Client is responsible for any applicable taxes, including sales, value-added, use or withholding taxes, imposed by governmental entities on the Subscription or Services, except taxes based on the Provider’s net income.

5. No Refunds

Payments made for Subscriptions, modules, add-ons or Services are non-refundable and irrevocable once processed, whether used or unused, except as required by law. Client’s failure to use the Platform or its early termination does not entitle Client to a refund or credit.

6. Client Responsibilities

1. Cooperation & Data Provision. Client shall provide timely access to its premises, personnel, systems, data and approvals reasonably required for onboarding, configuration and ongoing operation. Client acknowledges that delays in providing such cooperation may impact delivery timelines and may result in additional fees.
2. Compliance with Laws. Client will use the Platform in compliance with all applicable laws and regulations, including data protection, intellectual property, employment, tax and export control laws. Client is solely responsible for the legality of data uploaded to or processed through the Platform.
3. Restrictions. Client shall not (a) allow any third party to use the Platform; (b) sublicense, lease, distribute or resell the Platform; (c) copy, decompile, disassemble or reverse engineer the Platform; (d) modify or create derivative works based on the Platform; (e) remove proprietary notices or interfere with licensing mechanisms; or (f) upload unlawful, harmful or infringing content.
4. User Conduct. Client shall not use the Platform to (a) transmit malware or unsolicited communications; (b) store or transmit material that is illegal, offensive or violates the rights of third parties; (c) engage in fraudulent or harassing activities; or (d) interfere with or disrupt the integrity or performance of the Platform or other users’ data.

7. Late Delivery Clause (Client Delay)

If Client delays providing required data, approvals or access necessary for the Provider’s Services by more than seven (7) days, the Provider may (a) extend delivery timelines; (b) suspend Services until the delay is remedied; and/or (c) charge reasonable fees to cover costs resulting from the disruption. Such delays shall not constitute breach by the Provider and shall not entitle Client to refunds, penalties or compensation.

8. Intellectual Property

1. Provider IP. The Platform, Services, documentation, training materials and underlying technologies are protected by intellectual property laws and remain the sole property of the Provider and its licensors. No rights are granted to Client other than those expressly set forth herein.
2. License. During the Subscription term and subject to Client’s compliance with this Agreement, the Provider grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its internal business purposes. Client may not use the Platform for the benefit of any third party.
3. Client Data. Client retains ownership of all content, personal data and other information submitted to the Platform (“Client Data”). Client grants the Provider a worldwide, royalty-free licence to host, store, process and transmit Client Data solely to provide and improve the Platform. Client represents that it has all necessary rights to provide the Client Data and that processing in accordance with this Agreement will not violate any laws or third-party rights.

9. Confidentiality

1. Obligations. Each Party agrees to use the other Party’s Confidential Information solely to perform obligations under this Agreement and to protect such information from unauthorised use or disclosure with at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care).
2. Permitted Disclosure. Confidential Information may be disclosed to employees, contractors and advisors who have a legitimate need to know and are bound by confidentiality obligations. Confidential Information may also be disclosed if required by law, regulation or court order, provided the receiving Party gives prompt notice (if legally permitted) to allow the disclosing Party to seek protective measures.
3. Survival. Confidentiality obligations survive termination of this Agreement for five (5) years, except with respect to trade secrets, which remain protected indefinitely until they enter the public domain.

10. Privacy Policy

Data protection and privacy matters are governed by the separate Modeeri Privacy Policy, which forms part of these Terms by reference. The Privacy Policy describes how the Provider collects, uses, processes, stores, retains and protects personal data; the roles of controller and processor; data subject rights; use of subprocessors; security measures; data retention and deletion; international transfers; breach notification; and data ownership & portability. Clients are responsible for reviewing the Privacy Policy to understand their rights and obligations with respect to personal data.

11. Indemnification

1. Indemnification by Client. Client will indemnify and hold harmless the Provider and its affiliates, directors, officers, employees and agents from and against any claims, damages, liabilities, fines and expenses (including reasonable attorneys’ fees) arising from (a) Client’s breach of this Agreement; (b) Client’s violation of any law or third-party right; or (c) Client Data, including any allegation that processing of Client Data infringes or misappropriates a third party’s rights.
2. Indemnification by Provider. The Provider will indemnify and hold harmless Client and its affiliates, directors, officers, employees and agents from and against any claims, damages, liabilities, fines and expenses arising from (a) the Provider’s breach of its confidentiality or data protection obligations; or (b) allegations that the Platform infringes a third party’s intellectual property rights. The Provider’s obligations do not apply to claims arising from modifications or combinations not authorised by the Provider or from Client’s misuse of the Platform.
3. Procedure. The indemnified Party will promptly notify the indemnifying Party of any claim, permit the indemnifying Party to control the defence and settlement (provided the settlement does not impose non-monetary obligations on the indemnified Party without consent), and provide reasonable cooperation. These indemnification obligations are the sole remedies for the applicable claims and survive termination.

12. Warranties & Disclaimers

1. Mutual Warranties. Each Party warrants that it has the legal authority to enter into this Agreement and perform its obligations. Client warrants that it has obtained all necessary consents and rights to provide Client Data for processing.
2. Performance Warranty. The Provider warrants that the Platform will perform materially in accordance with the documentation and that Services will be provided in a professional manner. Client’s exclusive remedy for breach of this warranty is for the Provider to use commercially reasonable efforts to correct non-conforming services or, if the Provider fails to do so within a reasonable time, for Client to terminate the affected Subscription and receive a pro-rated refund of pre-paid fees for the unused portion of the subscription.
3. Disclaimer. Except as expressly stated herein, the Platform and Services are provided “as is” without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, or non-infringement. The Provider does not guarantee uninterrupted or error-free operation.

13. Limitation of Liability

1. Exclusion of Damages. To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, punitive or consequential damages, including loss of profits, revenue, data or business opportunities, even if advised of the possibility of such damages.
2. Aggregate Liability. The Provider’s total liability for any claims arising out of or relating to this Agreement shall not exceed the total subscription fees paid by Client during the three (3) months preceding the event giving rise to the claim.
3. Allocation of Risk. The fees and warranties herein reflect the allocation of risk between the Parties. Client acknowledges that the Provider would not enter this Agreement without these limitations of liability.

14. Service Level Agreement (SLA)

This Service Level Agreement (“SLA”) establishes the technical, operational, and service-quality commitments under which Modeeri

provides access to its software platform, mobile applications, and associated cloud services (“Hosted Service”) to the Customer.

This SLA forms an integral part of the Master Services Agreement (MSA) executed between both parties. In case of conflict, the MSA shall prevail.

The objectives of this SLA are to:
1. Define measurable service performance standards.
2. Establish clear responsibilities for support, escalation, and communication.
3. Minimize service disruptions and ensure predictable operational continuity.
4. Provide a transparent mechanism for evaluating incident handling, resolution, and reporting.

2. Scope of Services Covered
This SLA covers the following components of the Modeeri platform:
• Web Application (Admin Panel)
• iOS and Android Mobile Applications
• APIs and Backend Services

• Database and Cloud Infrastructure
• Authentication, Session Management, and User Directory
• Checklist Engine, Roles & Permission Services
• Reporting, Analytics, and Data Export Modules
• Notification Services (Email, Push Notifications, In-App Alerts)

Excluded from this SLA:
• Third-party integrations not provided or managed directly by Modeeri
• Customer-side network issues
• Customer hardware or device malfunction
• Force majeure events or external incidents beyond Modeeri’s control

3. Service Availability Commitment
Modeeri commits to 99.5% Monthly Uptime for all production services, excluding:
• Scheduled maintenance windows
• Emergency maintenance required to protect service integrity
• Outages caused by third-party vendors (AWS, email gateways, etc.)
• Customer environment issues

3.1 Scheduled Maintenance
Modeeri may perform routine upgrades and system maintenance during low-traffic periods.
• Notification: Minimum 48 hours in advance
• Window: Typically between 12:00 AM – 6:00 AM Cairo local time
• Impact: Downtime or partial degradation may occur

3.2 Emergency Maintenance
Executed only when required to prevent a security breach or critical malfunction.
• Advance notice when possible
• May be applied immediately based on severity

4. Incident Classification & Severity Levels
Below is a contract-grade, unambiguous, and enforcement-ready version suitable for an SLA document. The language is intentionally
precise, structured, and legally clear, without marketing tone or vague qualifiers.
Incident Severity Classification
All Incidents reported by the Customer shall be classified by Modeeri into one of the following severity levels. Severity classification
determines response priorities, escalation paths, and resolution targets.
Severity Level 1 — Critical Outage
A Severity Level 1 Incident is defined as a total or near-total failure of the Hosted Service that results in the Service being unusable for
all or the majority of users, with no acceptable workaround available.

This includes, but is not limited to:
• Complete unavailability of the platform (web or mobile).
• Failure of core system infrastructure (authentication, data access, or checklist execution) preventing system usage.
• Data corruption, data loss, or security incidents that materially impact system integrity or customer operations.
• Any outage that causes the Customer to be unable to operate essential business functions using the Service.

Severity Level 1 Incidents are considered business-critical emergencies requiring immediate attention and continuous remediation
efforts until resolution.

Severity Level 2 — Major Degradation
A Severity Level 2 Incident is defined as a significant degradation of the Hosted Service where core functionality remains partially
available but is materially impaired, affecting a large group of users or critical workflows.

This includes, but is not limited to:
• Inability of multiple users to access essential features (e.g., checklist submission, reporting, or user management).
• Severe performance degradation causing unacceptable delays or failures in executing core workflows.
• Failures that disrupt daily operations across one or more branches without resulting in a full outage.
• Functional defects with limited or temporary workarounds that are not operationally sustainable.
Severity Level 2 Incidents have a high operational impact and require prioritized remediation, though the Service remains partially
functional.

Severity Level 3 — Moderate Impact
A Severity Level 3 Incident is defined as a functional issue that impacts non-critical features or a limited subset of users, for which a
reasonable workaround exists.
This includes, but is not limited to:
• Functional defects affecting a single user, role, or branch.
• Errors in secondary features that do not block core workflows.
• Performance issues with minimal operational disruption.
• Data display or reporting inconsistencies that do not affect data integrity.Severity Level 3 Incidents have a moderate business impact and do not prevent continued system usage.

Severity Level 4 — Minor Issues / Requests
A Severity Level 4 Incident is defined as a low-impact issue, cosmetic defect, or general request that does not materially affect system
functionality or business operations.
This includes, but is not limited to:

• User interface inconsistencies or visual defects.
• Non-blocking bugs with negligible operational impact.
• General inquiries, configuration questions, or usage clarifications.
• Feature enhancement or improvement requests.
Severity Level 4 Incidents are handled through standard support and backlog prioritization processes.

5. Response, Triage, and Resolution Targets
The following table outlines Modeeri’s commitments for incident intake, response, triage, resolution, and Root Cause Analysis (RCA):

5.1 Incident Handling Matrix
SEVERITY
LEVEL

DESCRIPTION INTAKE (EMAIL) TRIAGE RESOLUTION TARGET RCA DELIVERY

LEVEL 1 Full site outage or critical module

unavailable

N/A 1 hour (BH & AH) 24 hours 2 business days

LEVEL 2 Major functionality degradation

affecting some users

1 business day 3 hours (BH) / 1 business

day (AH)

2 business days 5 business days

LEVEL 3 Issue with minimal business
impact and viable workaround

1 business day 3 hours (BH) / 1 business

day (AH)

5 business days 10 business days

LEVEL 4 Minor issues, UI fixes, inquiries,

feature requests

1 business day 3 hours (BH) / 1 business

day (AH)

30 business days 30 business days

BH = Business Hours (9:00 AM – 6:00 PM) Cairo Time
BD = Business Days (Sunday – Thursday)

AH = After Hours
RCA = Root Cause Analysis

6. Customer Responsibilities
To enable effective service delivery and timely incident resolution, the Customer agrees to fully comply with the following obligations:

1. Incident Reporting Accuracy
The Customer shall provide clear, complete, and accurate information for each reported incident. At a minimum, this includes a
detailed description of the issue, affected functionality, date and time of occurrence, severity assessment, screenshots or

screen recordings (where applicable), device and operating system details, and step-by-step reproduction instructions.

Incomplete or unclear reports may delay response or resolution timelines.

2. Infrastructure Readiness
The Customer is responsible for maintaining stable internet connectivity, compatible devices, and properly configured operating
environments. Modeeri shall not be liable for service degradation or incidents caused by network outages, hardware failures,
unsupported devices, or customer-side configuration issues.

3. Access Provisioning
Where required for investigation or resolution, the Customer shall grant Modeeri’s authorized support personnel timely and
secure access to relevant system components, user accounts, or environments. Failure to provide such access may materially
impact resolution timelines.

4. Designated Point of Contact
The Customer shall appoint a single, authorized point of contact responsible for all operational communications related to
incidents, escalations, approvals, and validations. Modeeri will rely exclusively on this designated representative unless
otherwise agreed in writing.

5. Validation and Acceptance of Fixes
Upon delivery of a fix, workaround, or system update, the Customer agrees to promptly test and validate the resolution within a
reasonable timeframe. Delays in validation may affect service continuity and shall not be deemed a failure on Modeeri’s part.

6. Operational Compliance
The Customer shall use the Hosted Service in accordance with Modeeri’s usage guidelines, security policies, and contractual

terms. Misuse, unauthorized modifications, or actions outside documented workflows may void SLA commitments related to the
affected incident

7. Service Exclusions
defects, delays, or failures arising from any of the following circumstances:
1. Unauthorized Modifications
Any alteration, configuration change, customization, reverse engineering, or integration performed on the Hosted Service,
application, APIs, or related infrastructure that has not been explicitly authorized in writing by Modeeri.

2. Customer-Side Network or Infrastructure Failures
Issues caused by the Customer’s local or wide-area network, internet service provider outages, firewall restrictions, VPN
configurations, bandwidth limitations, or internal IT infrastructure failures.

3. End-User Device Issues
Problems originating from customer-owned or employee-owned devices, including but not limited to:
• Low battery levels or power interruptions
• Insufficient storage capacity
• Operating system corruption or instability
• Device hardware malfunctions
• Jailbroken, rooted, or otherwise compromised devices

4. Third-Party Services or Dependencies
Service interruptions or performance degradation caused by third-party systems, platforms, or services not operated or
controlled by Modeeri, including but not limited to cloud providers, SMS gateways, email services, identity providers, or external
integrations.

5. Customer Misuse or Negligence
Data loss, corruption, or operational failures resulting from improper use of the system, failure to follow documented workflows,
unauthorized user actions, incorrect configurations, or failure to comply with platform guidelines and best practices.

6. Unsupported or Outdated Software Versions
Issues occurring on operating systems, browsers, devices, or application versions that are:
• End-of-life
• No longer supported by Modeeri
• Not updated in accordance with Modeeri’s published minimum version requirements

7. Force Majeure Events
Events beyond Modeeri’s reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest,
power grid failures, or regional internet disruptions.

8. Data Protection & Security Commitments
Modeeri implements commercially reasonable and industry-standard technical and organizational measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.

These measures include, without limitation:
• Encryption at Rest:
All Customer Data stored within Modeeri’s infrastructure is encrypted using AES-256 or an equivalent industry-recognized encryption standard.

• Encryption in Transit:
All data transmitted between client devices, gateways, APIs, and Modeeri servers is encrypted using TLS version 1.2 or higher, ensuring secure communication channels at all times.

• Role-Based Access Control (RBAC):
Access to systems and data is strictly governed by predefined roles and permissions. Users may only access data and functionality explicitly granted to them based on their assigned role.

• Multi-Tenant Isolation:
Customer data is logically isolated within Modeeri’s multi-tenant architecture, ensuring that no Customer can access or view
another Customer’s data.

• Backup & Retention:
Modeeri performs periodic automated backups of production data. Backup data is stored securely and protected using encryption and access controls. (Refer to the detailed Data Retention Policy section)

• Disaster Recovery & Business Continuity:
Modeeri maintains documented disaster recovery procedures designed to restore service availability within a Recovery Time
Objective (RTO) of 24 hours following a qualifying incident.

Additional compliance certifications or audits (including but not limited to ISO 27001, SOC 2, or similar frameworks) are not included
by default and shall only apply where explicitly agreed under a separate written agreement or addendum.

9. Reporting & Communication
Modeeri maintains structured and transparent communication channels to ensure timely updates, incident handling, and operational visibility.

Official communication channels include:
• Email: Used for incident notifications, maintenance announcements, service updates, and contractual communications.
Official Email: info@modeeri.com• In-App Announcements: Used to notify Customers of planned maintenance, feature updates, or non-critical service
notices.
• Support Ticketing System: Primary channel for incident reporting, tracking, and resolution. All incidents are logged,
categorized, and timestamped for auditability.
• WhatsApp or Phone Support: Reserved exclusively for Severity Level 1 (Critical Outage) incidents, where immediate
escalation and real-time coordination are required.

Monthly service availability and incident summaries are available upon request.

10. Data Retention Policy
Modeeri maintains defined data retention and deletion practices to ensure regulatory compliance, operational continuity, and
protection of Customer Data throughout the service lifecycle.
1. Scope of Data Covered
This policy applies to all data processed or stored by Modeeri on behalf of the Customer, including but not limited to:
• User account information
• Organizational and branch configuration data
• Checklist definitions, assignments, and submissions
• Audit logs and activity records
• System metadata generated through normal platform usage
2. Data Retention During Active Subscription
During the term of an active subscription or commercial agreement:
• All Customer Data shall be retained for the purpose of providing the Hosted Service, supporting operations, analytics,
compliance reporting, and audit requirements.
• Data shall remain accessible to authorized Customer users based on assigned roles and permissions.
• Modeeri shall not delete or materially alter Customer Data except as required for service operation, security, legal
compliance, or as explicitly instructed by the Customer.

3. Backup Retention
• Automated backups of production data are performed daily.
• Backup copies are retained for a rolling period determined by Modeeri’s internal backup policies and infrastructure
limitations.
• Backup data is encrypted, access-controlled, and used solely for disaster recovery, system restoration, or data integrity
purposes.
• Backup data is not directly accessible to Customers.

4. Data Retention After Termination
Upon termination or expiration of the Master Services Agreement or subscription:
• Customer Data will be retained in a non-active state for a limited period to allow for account recovery, data export, or legal
compliance, unless otherwise agreed in writing.
• During this period, Customer access to the system may be restricted or disabled.
• Modeeri is under no obligation to continue providing access to the Hosted Service following termination.
5. Data Deletion and Anonymization
• After the post-termination retention period expires, Customer Data will be permanently deleted or irreversibly anonymized in
accordance with Modeeri’s internal data destruction procedures.
• Deleted data cannot be recovered once removal is completed.
• Data deletion timelines may be extended where required by applicable law, regulatory obligations, or lawful government
requests.

6. Customer-Initiated Data Requests
• Requests for data export, early deletion, or specific retention handling must be submitted in writing by an authorized
Customer representative.
• Modeeri may impose reasonable administrative or professional service fees for non-standard data handling requests.
• Modeeri reserves the right to refuse requests that conflict with legal, contractual, or security obligations.
7. Legal and Regulatory Holds
Modeeri may retain Customer Data beyond standard retention periods where required to:
• Comply with applicable laws or regulations
• Respond to legal proceedings, audits, or governmental requests
• Enforce contractual rights or resolve disputes
Such retention shall be limited strictly to the scope and duration required by the applicable obligation.

8. Responsibility Allocation
• The Customer remains solely responsible for determining whether the Hosted Service meets its internal data retention,
archival, or regulatory requirements.
• Modeeri does not provide legal advice regarding data retention obligations and disclaims responsibility for Customer
compliance decisions beyond the commitments expressly stated herein.

11. Termination of SLA
This Service Level Agreement shall automatically terminate upon the occurrence of any of the following events:
• Termination or expiration of the Master Services Agreement (MSA) or the underlying commercial contract governing the
use of Modeeri’s services.
• Material breach or non-payment by the Customer, where such breach remains uncured following any applicable notice and
cure period defined in the MSA.
• Mutual written agreement between Modeeri and the Customer to terminate this SLA.
Termination of this SLA shall not affect any rights or obligations that, by their nature, survive termination, including confidentiality, data
protection, and limitation of liability clauses

The SLA is effective as of the service commencement date and remains in force for the duration of the Customer’s active subscription.

15. Support & Maintenance

The Provider will provide updates, bug fixes and general maintenance as part of the Subscription. Major upgrades or new modules may require additional fees. The Provider may modify the Platform from time to time to improve functionality or security, provided such changes do not materially reduce overall functionality.

16. Acceptable Use & Prohibited Activities

In addition to other restrictions in this Agreement, Client agrees not to use the Platform to:

1. Violate laws or regulations, including those relating to data protection, employment, intellectual property, consumer protection and export control.
2. Infringe, misappropriate or violate the rights of the Provider or any third party.
3. Transmit malware, spyware or any malicious code.
4. Send unsolicited or unauthorized advertising, promotional materials or spam.
5. Exploit the Platform to develop competitive services.
6. Attempt to gain unauthorized access to any portion of the Platform or other systems or networks.

17. Backup, Disaster Recovery & Force Majeure

1. Backup & Disaster Recovery. The Provider maintains backup and disaster recovery procedures designed to protect Client Data against accidental loss or destruction and to enable service restoration within defined recovery time and recovery point objectives. The Provider is not liable for loss of data not due to its gross negligence or wilful misconduct.
2. Force Majeure. A force majeure event is an unforeseeable, external event beyond the reasonable control of a Party that makes performance impossible. Such events may include acts of God (e.g., earthquakes, floods), natural disasters, war, terrorism, civil unrest, strikes, pandemics, epidemics, governmental actions, labour disputes, failure of third-party telecommunications or hosting providers, or any other circumstance deemed force majeure under applicable law. Neither Party shall be liable for delay or failure to perform obligations (other than payment obligations) due to a force majeure event. To invoke force majeure, the affected Party must promptly notify the other Party in writing, describing the event and its anticipated impact, and must use commercially reasonable efforts to mitigate the effects. Obligations suspended due to force majeure shall resume as soon as practicable after the event ceases. If a force majeure event continues for more than sixty (60) days, either Party may terminate the affected Services upon written notice without liability.

18. Marketing Rights

1. Publicity. Unless Client opts out in writing, Client authorises the Provider to use Client’s name and logo for reasonable promotional purposes, including on the Provider’s website, social media, customer lists, presentations and case studies. The Provider shall not disclose Confidential Information without Client’s consent.
2. Revocation. Client may withdraw this authorisation at any time by providing written notice. Within a reasonable timeframe after such notice, the Provider will cease future promotional use.

19. Termination & Suspension

1. Termination for Cause. Either Party may terminate this Agreement or an individual Order Form if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice. Non-payment of fees constitutes a material breach.
2. Suspension. The Provider may immediately suspend access to the Platform if Client fails to pay undisputed fees when due, engages in illegal or abusive activities, or violates security or privacy obligations. Suspensions will remain in effect until the breach is cured.
3. Effect of Termination. Upon termination: (a) all outstanding fees become immediately due and payable; (b) Client’s right to access the Platform ceases; (c) Client must cease use of the Platform and destroy or return any Provider Confidential Information; and (d) Client may request a copy of its data within thirty (30) days. Termination does not entitle Client to refunds.
4. Survival. Sections relating to definitions, intellectual property, confidentiality, indemnification, limitation of liability, governing law, dispute resolution and miscellaneous provisions survive termination.

20. Governing Law & Dispute Resolution

1. Egyptian Clients. For Clients located in Egypt or the Middle East & North Africa (MENA) region, this Agreement is governed by and construed under the laws of the Arab Republic of Egypt. Any disputes shall be resolved exclusively in the Economic Court of Cairo. The Parties consent to the personal jurisdiction of such courts.
2. U.S. Clients. For Clients located in the United States, this Agreement is governed by the laws of the State of Delaware, excluding its conflict of law rules. The Parties consent to the exclusive jurisdiction of state and federal courts located in Delaware.
3. Multi-Region Clients. If Client operates in multiple regions, the Provider may designate the applicable governing law and jurisdiction on the Order Form.
4. Reason for Governing Law Clause. A governing law clause ensures predictability for parties operating internationally and helps avoid the application of foreign laws that may be unfavourable. The chosen jurisdiction must have a reasonable connection to the parties or transaction.
5. Informal Dispute Resolution. Before initiating formal proceedings, the Parties agree to attempt to resolve any dispute through good faith negotiations. If unresolved within thirty (30) days, either Party may pursue the remedies set forth above.

21. Electronic Signature & Digital Acceptance

1. Validity in Egypt. Under Egypt’s Law No. 15 of 2004 on Electronic Signature, electronic signatures are equivalent to handwritten signatures if they comply with the law’s requirements and are issued by a licensed certification service provider regulated by the Information Technology Industry Development Agency (ITIDA). Article 14 ensures that electronic contracts cannot be denied enforceability solely because they are concluded electronically.
2. Validity in the United States. In the U.S., the Electronic Signatures in Global and National Commerce Act (ESIGN Act) and the Uniform Electronic Transactions Act (UETA) provide that electronic signatures and records are legally binding if the parties intend to sign, consent to electronic transactions, and retain accessible records. The ESIGN Act requires clear consumer disclosures and the ability to withdraw consent.
3. Acceptance Mechanisms. Acceptance may occur through account creation, clicking an “I agree” button, electronic signature, email confirmation or any other method demonstrating the parties’ intent to be bound. By using the Platform, Client acknowledges that electronic signatures are enforceable and waives any right to contest the validity of electronic records on the basis of being electronic.

22. Miscellaneous

1. Entire Agreement. This Agreement, together with the Privacy Policy, Order Forms and any service-specific terms, constitutes the entire agreement between the Parties and supersedes all prior understandings, proposals and representations, whether written or oral. Any conflicting or additional terms on purchase orders are rejected.
2. Amendment. The Provider may modify this Agreement by posting an updated version or providing notice to Clients. Material changes will take effect upon the start of the next Subscription renewal term unless Client expressly agrees to earlier applicability. No amendment shall be binding unless made in writing and accepted by both Parties.
3. Assignment. Client may not assign or transfer this Agreement or any rights or obligations hereunder without the Provider’s prior written consent. The Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets without Client’s consent.
4. Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.
5. Waiver. Failure by either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.
6. Notices. Notices under this Agreement must be delivered by hand, overnight courier, certified mail, or email (receipt confirmed) to the addresses specified in the Order Form. Notices are deemed received upon confirmed delivery.
7. Export Compliance. Client represents that it is not named on any U.S. or EU government denied-party list and that it will not use the Platform in countries subject to embargo or for prohibited end uses. Client shall comply with applicable export laws and regulations.
8. Anti-Corruption. Each Party represents that it has not received or been offered any illegal or improper bribe, kickback or other inducement in connection with this Agreement. Client will promptly report any violation or suspected violation of this provision to the Provider.
9. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or fiduciary relationship between the Parties.
10. No Third-Party Beneficiaries. Except as expressly provided herein, no person or entity other than the Parties has any right to enforce or benefit from this Agreement.

23. Contact Information

For legal, billing or support inquiries, please contact:

Modeeri Support Team
Email: info@modeeri.com