Terms of Service

This Master Services Agreement (this "Agreement") is a binding contract between AgileCatalyst ai LTD ("Company", "we", "us", or "our") and the financial institution, corporation, or entity identified in an applicable Order Form ("Customer", "you", or "your"). DocChat is a product and service operated by the Company (the "Service"). By executing an Order Form that references this Agreement or by accessing or using the Service platform, you agree to be bound by these terms.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.

1. Definitions

Capitalized terms used in this Agreement shall have the following meanings:

• "Authorized User" means an employee, agent, contractor, or representative of the Customer who is authorized by the Customer to access and use the Services under the rights granted to the Customer pursuant to this Agreement.
• "Customer Data" means any data, information, documents, images, text, or other materials submitted by the Customer, its Authorized Users, or its end-customers into the Services, including but not limited to KYC documents, identification records, and financial statements.
• "Documentation" means the user manuals, API documentation, and online help materials describing the features, functionality, and operation of the Services, as updated by Company from time to time.
• "Order Form" means the ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and Company.
• "Services" means the DocChat B2B software-as-a-service (SaaS) platform, including the Operator Console, the Tenant Portal, and the underlying Application Programming Interfaces (APIs), as well as any associated support ordered by the Customer.
• "Cryptographic Audit Chain" means the immutable ledger of events and metadata generated automatically by the Services during the lifecycle of a document request.

2. Service Description and Access

2.1 Provision of Services

Subject to the terms and conditions of this Agreement, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Services during the applicable Subscription Term, solely for Customer's internal business operations and in accordance with the Documentation.

2.2 Platform Evolution

Company operates a multi-tenant SaaS architecture. As such, Company reserves the right to modify, upgrade, update, or alter the Services, including adding or removing functionality, provided that such modifications do not materially degrade the core functionality of the Services purchased by Customer during the current Subscription Term.

2.3 Service Availability and SLA

Company will use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for planned downtime (of which Company shall give advance electronic notice) and any unavailability caused by circumstances beyond Company's reasonable control. Enterprise Customers may be subject to a customized, financially backed Service Level Agreement (SLA) appended to their specific Order Form, detailing exact uptime percentages and corresponding service credits.

3. Account Registration and Authorized Users

3.1 Account Creation

To utilize the Services, Customer must register for an administrative account. Customer is fully responsible for all activities that occur under its account and for maintaining the confidentiality of its authentication credentials. Company provides secure authentication options to assist Customer in securing access.

3.2 User Provisioning

Customer is responsible for assigning appropriate Role-Based Access Control (RBAC) permissions to its Authorized Users. Customer agrees to immediately notify Company of any unauthorized use of its account or any other breach of security. Customer shall ensure that each Authorized User maintains the confidentiality of their login credentials and does not share accounts.

4. Acceptable Use and Restrictions

4.1 Acceptable Use Policy

Customer’s use of the Services is subject to the DocChat Acceptable Use Policy (AUP). Customer agrees not to use the Services to collect, store, or transmit any illegal, defamatory, or harmful content. Customer is strictly prohibited from attempting to bypass any security controls or rate limits enforced by the Services.

4.2 General Restrictions

Customer shall not, directly or indirectly, and shall not permit any Authorized User or third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services.
• Modify, translate, or create derivative works based on the Services.
• Use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party, except as expressly permitted by this Agreement.
• Remove any proprietary notices or labels from the Services.
• Use the Services to build a competitive product or service.

5. Fees and Payment Terms

5.1 Invoicing and Payment

Customer will pay all fees specified in the accepted Order Forms. Except as otherwise specified herein or in an Order Form, payment obligations are non-cancelable and fees paid are non-refundable. Unless otherwise stated, invoiced charges are due net thirty (30) days from the invoice date.

5.2 Consumption and Credit Model

Where Services are priced based on a credit consumption model (e.g., pay-per-request or pay-per-upload), Customer's account will be billed based on actual usage metered by the Company's internal tracking systems. Overage charges will be invoiced monthly in arrears at the rates specified in the Order Form.

5.3 Taxes

Company's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added (VAT), sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority.

6. Subscription Term, Renewals, and Termination

6.1 Term of Agreement

This Agreement commences on the date Customer first accepts it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated.

6.2 Term of Purchased Subscriptions

The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term.

6.3 Termination for Cause

A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

6.4 Effect of Termination

Upon termination of this Agreement for any reason, Customer shall immediately cease all use of the Services. Company will make Customer Data available to Customer for secure export for a period of thirty (30) days after termination. After such 30-day period, Company shall have no obligation to maintain or provide any Customer Data and will thereafter securely and cryptographically delete all Customer Data in its systems or otherwise in its possession or under its control, in accordance with the Data Processing Addendum and our Privacy Policy.

7. Customer Data and Confidentiality

7.1 Ownership of Customer Data

Customer retains all right, title, and interest in and to all Customer Data. Company does not claim any ownership rights to Customer Data.

7.2 License to Process

Customer grants Company a limited, worldwide, non-exclusive license to host, copy, transmit, and display Customer Data strictly as necessary for Company to provide the Services in accordance with this Agreement and the Data Processing Addendum.

7.3 Confidentiality Obligations

Each party ("Receiving Party") agrees that all code, inventions, know-how, and business, technical, and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"). Customer Data is expressly considered the Confidential Information of the Customer.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements containing protections not materially less protective of the Confidential Information than those herein.

8. DocChat Intellectual Property

Subject to the limited rights expressly granted hereunder, Company reserves all of its right, title, and interest in and to the Services, including all of its related intellectual property rights. The DocChat software, workflows, Cryptographic Audit Chain generation mechanisms, and User Interfaces are proprietary to Company. No rights are granted to Customer hereunder other than as expressly set forth herein.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

9.2 Company Warranties

Company warrants that the Services will perform materially in accordance with the applicable Documentation. For any breach of an above warranty, Customer's exclusive remedies are those described in the "Termination for Cause" and "Effect of Termination" sections.

9.3 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES ARE PROVIDED "AS IS," AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.

10. Limitation of Liability

10.1 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

10.2 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Mutual Indemnification

11.1 Indemnification by Company

Company will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that any Service infringes or misappropriates such third party's intellectual property rights, and will indemnify Customer from any damages, attorney fees, and costs finally awarded against Customer as a result of such claim.

11.2 Indemnification by Customer

Customer will defend Company against any claim, demand, suit, or proceeding made or brought against Company by a third party alleging that any Customer Data or Customer's use of Customer Data with the Services infringes or misappropriates such third party's intellectual property rights, or arising from Customer's use of the Services in an unlawful manner or in violation of the Agreement, the Acceptable Use Policy, or applicable law, and will indemnify Company from any damages, attorney fees, and costs finally awarded against Company as a result of such claim.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility.

13. Governing Law and Dispute Resolution

This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the federal laws of the United Arab Emirates and the local laws of the Emirate of Dubai.

Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (the "DIFC Courts").

14. General Provisions

14.1 Entire Agreement

This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

14.2 Severability and Waiver

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.3 Notices

Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.

14.4 Changes to Terms

Company reserves the right to modify these Terms of Service at any time. We will provide at least 30 days advance notice of any material modifications via email to the administrative contact associated with your account. Continued use of the Services following the effective date of the modifications constitutes acceptance of the updated terms.

Last Updated: May 15, 2026