1 - Definitions

• "we", "our", "us", or "Canary" means Canary platform for electronic marketing designated on the Contract.


• "Agreement" means this Subscription Agreement and any Service Orders you enter with us.



• "Business Day" shall mean a day other than a Friday, Saturday, or public holiday in the respective countries of the Kingdom of Saudi Arabia.


• "Confidential Information" shall mean all proprietary, secret, or confidential information, whether written or oral; knowledge, data, drawings, know-how, analysis, compilations, studies, and other materials communicated by the disclosing party to the receiving party, acquired by the receiving party from the disclosing party, prepared by the receiving party from or in connection with any of the above information, or materials which contain or are based in whole or in part upon such information which is not generally available to the public.


• "Mobile Operator" or "Operator" shall mean the legal entity which operates a mobile telecommunications system or network that is necessary to provide services to subscribers over the licensed spectrum.


• "Mobile Subscriber" and/or "End User" shall mean a customer of telecommunication services, contracted or pre-paid, of any Operator which is able to accept SMS messages.


• "Canary Platform" shall mean the server, hardware, software, and other equipment that Canary uses in connection with the performance of the Services.


• "SPAM" or "SPAM Message" shall mean Advertising messages that reach the end user in a manner that does not comply with his preferences, as well as fraudulent and impersonal messages by any electronic means of communication.


• "App" means Canary(Canary platform and its related services) and includes, without limitation, short message service, and may include, without limitation, computer code, software libraries, software tools, samples, published specifications, and documentation. The app shall include any future, updated, or otherwise modified version(s) thereof made available by Canary(in its sole discretion) to the customer.


• "Authorized User Account" means the account created by the customer when the customer registers on the website or an account created by the account manager allowing the customer to access and use the Services.


• "Service" means the service identified in the Service Order, and provided by Canary or its Affiliates, as applicable, that (a) you use, including, without limitation, products and services that are on the cloud or (b) you order under an Order Form. Services include products and services that provide both platform services, including access to any application programming interface (CanaryAPI) and products and services that can be provided on-premise, as applicable, as we may modify the service from time to time at our discretion, which might include without limitation our making available to your remote access to the app and furnishing to you any associated Client Software.


• "Service Order" means an ordering document entered into between you and us specifying the Services to be provided thereunder, including any addenda and supplements thereto. By an Affiliate entering into a Service Order under this Agreement, such Affiliate agrees to be bound by the terms of this Agreement as if it were an original Party to the Agreement. In case of a conflict between any term of a Service Order and this Agreement, the term of the Service Order takes precedence over the term in this Agreement.


• "Customer "or "You "or "Your "means the customer named on the Service Order, the person indicating acceptance of this Agreement, or if the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.


• "Customer Data" means any data uploaded into the service or otherwise provided for processing by the service, by or on behalf of you and your Affiliates in accordance with this Agreement.


• "Customer Fees" means the fees for the service specified in the Service Order.


• "Website" means the Canary website at Canary platform


• "Canary Privacy" means the privacy for the Services, the current version of which is available at privacy

2 - Agreement

This Agreement begins once you Register your Account with us or first use the service, whichever occurs first. We may decline your application and refuse to activate your connection to the service at our sole discretion. You agree that various related services, promotions, and competitions of ours and third parties may be subject to additional terms and conditions which may from time-to-time form part of this Agreement. Unless otherwise agreed in writing between the Parties, this Agreement supersedes all prior representations, arrangements, understanding, and agreements in relation to the service between you and us.

You agree that the application of any consumer legislation to this Agreement shall be excluded (or, if it cannot be excluded, limited) to the maximum extent permitted by law. To the extent that the application of any consumer legislation cannot be excluded (or limited, as the case may be), this Agreement shall not prohibit you from exercising your rights under that legislation.

You agree that we have the right to unilaterally amend a part or the whole of the service or this Agreement from time to time subject to notifying you of any material amendment, the materiality of which we shall at our sole discretion determine. Such notification may be by way of advertisement notice in writing or by any other means we choose, such as printed collateral, national media, our website, SMS, voice message, or email. You agree that using the service after our notice of amendment shall be deemed acceptance of that amendment. Please note that our partner dealers or any third parties are not authorized to amend this Agreement or to agree on any provision which is inconsistent with this Agreement.

Any notice that you are required to send to us must be sent to our support team at the email address

Your interests in this Agreement are personal to you. You shall not assign or otherwise transfer this Agreement in whole or in part. If you are a business and your effective management or control is changed in any way, then this will be treated by us as a transfer of this Agreement, entitling us to end it. We may assign or otherwise transfer this Agreement in whole or in part without your consent.

This Agreement is governed and construed in accordance with the Kingdom of Saudi Arabia, and you and we agree to submit to the exclusive jurisdiction of the Courts of the Kingdom of Saudi Arabia.

3 - Services

Canary will make the Services available to the customer using reasonable skill and care. The customer, however, acknowledges and agrees that the availability of the Services and the customer's ability to access and/or use the Services may depend upon factors beyond the reasonable control of Canary, including (but not limited to): (i) factors affecting the operation of the Services such as geographical or topographical shortcomings in the network of any Mobile Operator, network capacity, physical obstructions or atmospheric conditions; or (ii) factors preventing End Users from receiving SMS messages such as the terms and conditions of an End User service provider.

Canary does not, therefore, guarantee: (i) that the Services will be available to the customer at all times or that they will be free from faults or interruptions; (ii) receiving by any intended recipient and/or End-user of any SMS message sent using the Services (as applicable); (iii) the delivery of SMS messages to the End Users who are in roaming or the delivery of the concatenated SMS consisting of more than 4 (four) parts, as this depends on the destination Mobile Operator's rules of A2P SMS processing.

Canary shall not be in any way liable for any failure to make the Services available to the customer to the extent that such failure results from technical or other failures on the part of any Mobile Operator or any other event which is beyond the reasonable control of Canary. Canary provides all services "as is" and "as available", and Canary hereby does not warrant, represent or guarantee, whether expressly or by implication, that any Services are free of errors or interruptions, always available, fit for any purpose, are secure or do not infringe any third-party rights.

Canary may, at its sole discretion, alter or improve the Services it provides to the customer at any time and will make every effort not to materially affect the nature or detract from the functionality of the Services it provides to the customer.

Canary may temporarily suspend the Services for routine maintenance or upgrade reasons (network alterations or because of emergency). In case of planned maintenance, Canarywill, in so far as it is reasonably possible, provide the customer with reasonable notice prior to any such suspension. In case of any unplanned maintenance, Canary will endeavor to provide notice to the customer as soon as possible depending on the circumstances which caused the unplanned maintenance event, failure to provide a notice in said circumstances shall not be considered a breach of the Agreement by Canary.

The customer shall be responsible for procuring, at their own expense, and providing the necessary facilities, suitable hardware or communications equipment, switching, circuits, and all associated facilities required for their access to the CanaryPlatform.

Canary reserves its right to suspend its Services to the customer should the customer's account utilized in the provision of Canary Service be inactive for a period of 6 (six) months. The customer can try reactivating the account with a request to Canary sent 7(seven) Business Days prior to the required reactivation. For the avoidance of doubt, the decision whether to reactivate the account shall remain at Canary's sole discretion, and Canary shall not be, in any way, obligated to reactivate the account.

The customer shall inform Canaryby email or phone as soon as practicable of any fault of which the customer is informed or becomes aware during the use of the service.

Canary operates the CanaryPlatform that enables its customers to create and manage content and then initiates the transmission of such content over wireless networks for delivery to mobile devices. If the such content transmission has failed due to the reasons of inoperability of the Canary Platform, Canary will return to the Customer the Balance for an unused portion of the service.

4 - Restrictions

The customer agrees not to transfer, resell, lease, license, or otherwise make Canary Services available to third parties or offer them on a standalone basis.

The customer shall ensure that Services are used in accordance with all applicable laws, codes of practice of Mobile Operators, and third-party rights, as well as the Communications, Space & Technology Commission that may be amended from time to time.

The customer shall ensure that Canary is entitled to use Customer Data, including the content of communications stored on Canary systems, as needed to provide the Services, and shall not use the Services in any manner that violates any applicable law.

The customer shall not reverse engineer, decompile, disassemble, or otherwise create, attempt to create or derive, permit or assist anyone else in creating or deriving the source code of any software provided in connection with Canary Services.

The customer shall not use any Services and the Canary Platform for any illegal, immoral, improper, fraudulent purpose or in any manner which contravenes applicable laws and codes, regulatory requirements of the appropriate jurisdiction, or Mobile Operator requirements as they exist and as they change over time.

The customer shall not use the Services and shall take all reasonable precautions to ensure that the Services and Canary Platform shall not be used to send messages that may be deemed illegal in any applicable jurisdiction, such as (but not limited to) messages containing contents (i) derogating or distorting a nation or race, or of derogatory or distorting nature of any kind, e.g., based on a person's sex, sexual orientation, race, or nation; AND/OR (ii) of a pornographic, indecent, immoral, abusive, obscene, menacing character or otherwise offensive nature; AND/OR (iii) of defamatory or libelous or slanderous nature; AND/OR (iv) of fraudulent nature of any kind; AND/OR (v) promoting criminal activities of any kind; AND/OR (vi) promoting ethnic or religious hostility or intolerance; AND/OR (vii) promoting violence, political unrest, or war; AND/OR (viii) endangering national or international security, national integrity, or the constitutional order of any country.

The customer shall not use the Services and shall take all reasonable precautions to ensure that the Services and the Canary Platform shall not be used to send messages that may contain a message with content that may be deemed malicious or harmful, or may be able to damage any electronic system or network, including any mobile device, Mobile Operator's network or equipment, or equipment of Canary or Mobile Subscriber of any kind in any way, such as (but not limited to) messages containing viruses, Trojans, spy programs or generally malware of any kind.

The customer shall not use the Services or permit the Services to be used in a manner that infringes the intellectual property rights of Canary or any other proprietary rights of any third party.

The customer undertakes to send messages to the Mobile Subscribers who provided prior due consent to receive such messages. The customer shall not use the Services or permit the Services to be used to send messages to any End User for marketing purposes without that End User's explicit request for, or prior consent, to receiving them. If the customer is sending any messages for commercial purposes to any of their End Users, the customer must abide by Communications, Space & Technology Commission , including but not limited to using a sender name with ADV extension at the end and not using white listed sender for marketing purposes, and give all End Users the right to opt-out of receiving any further messages sent by the customer for commercial purposes (and the customer shall promptly process any End User's election to opt-out).

The customer shall under no circumstances send unsolicited traffic or transfer messages that may be qualified as SPAM under applicable law to the Canary Platform. In the event that the Platform receives a complaint from any Mobile Operator or becomes otherwise aware that the Services have been used for messages containing prohibited content as described in RESTRICTIONS Section, Canary will inform the customer of such, and the customer shall stop sending prohibited messages immediately upon receiving Canary notification, and Canary may suspend the customer account permanently or temporarily till Canary issued investigation is needed.

The customer shall take all necessary measures, procedures, and technical precautions for the protection and confidentiality of information and data of End Users. The Customer warrants that they are the sole owner or licensor of all rights in the Customer's End User data or that customer has obtained all necessary rights, licenses, and consents from all relevant third parties to enable the Customer, Canary, and sub-contractors of Canary to use the End User data for the purposes of this Agreement.

The customer shall, upon request, provide Canary or any Mobile Operator or Regulator or any legal authority with any information relating to the customer's use of the Services that the requesting party requires. The customer is responsible for ensuring that any information relating to the Customer's End Users, including (but not limited to) the Customer's End User Data, is accurate and complete.

The customer, prior to the commencement of their use of the service, will inform in writing of the general content of its traffic and will also provide any information reasonably requested by Canary.

The service is used by the customer in order to be connected with mobile phone networks globally, and the customer agrees to comply with the policies of acceptable use of these networks and all applicable laws, regulations, and codes. If the customer uses the service in order to create a database of contacts for use in marketing purposes, the customer must notify the End Users that the use

5 - Termination, suspension, and survival

These General terms and conditions shall remain in force until the expiry (After a period requested service ended , unless otherwise agreed in writing) or termination of the Agreement.

Either party may terminate this Agreement for any reason upon 60 days' written notice to the other party.

This Agreement may be terminated by (i) either party if the other party has breached any material obligations under this Agreement and has failed to cure such breach to the reasonable satisfaction of non-breaching party within 10 (ten) Business Days of receiving written notice to do so; (ii) by either party to the extent permissible by law, the other party ceases to trade or to pay its debts in the normal course, enters into or proposes to enter into a voluntary arrangement or composition with its creditors, becomes insolvent, bankrupt, or goes into liquidation (other than for the purpose of solvent reconstruction or amalgamation), or has a receiver, administrator, trustee or similar officer appointed in respect of all or part of its business and assets, or anything occurs analogous to the foregoing under the laws of the place where that party is established or otherwise ceases to be a validly existing corporation; (iii) by either party in an event of Force Majeure, and this event lasts for a period longer than 30 (thirty) calendar days; (iv) by Canary if the customer breaches their obligations under these General terms and conditions. If Canaryterminates this Agreement due to the customer's material breach, Canarymay terminate or suspend the customer's account(s) as well.

In addition to the suspension of the Services for maintenance as described before and for non-payment of fees, Canary may also suspend the Services immediately and without incurring any liability for cause if: (i) the customer violates (or gives Canary reason to believe the customer has violated) this General terms and conditions; (ii) there is reason to believe the traffic created from customer's use of the Services or Customer's use of the Services is fraudulent or negatively impacting the operating capability of Canary Services; (iii) Canary determines, in its sole discretion, that providing the Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; (iv) Canary is obliged to comply with an order, instruction, or request of the government, CITC, or other competent authority. If Canary suspends its Services to the Customer account, it will make a reasonable attempt to notify the customer.

In addition to any other remedies provided in this Agreement, upon expiration or termination of this Agreement, all sums due and payable by the customer under this Agreement shall become immediately due and payable.

Termination or expiration of this Agreement shall not affect any accrued rights or obligations or those intended to be of a continuing nature or to come into force upon termination or expiration. Upon termination or expiration of this Agreement, the customer's payment obligations and the terms of the following Sections will survive (i.e., still apply): Restrictions, Confidentiality, Termination, Suspension, and Survival

Also, in the event of the termination of the agreement (after a period of twelve Gregorian months from the signing date of this agreement, unless otherwise agreed in writing), Canaryreserves the right to cancel the remaining balances and the sender name/names related to the customer’s account unless the balance is charged with a similar value and the validity of the sender/senders name is renewed, then the agreement is automatically renewed for a period of 12 months, with the previous balance being carry over.

6 - Fees and charges, payment-related provisions, taxes

The Customer will pay Canary the fees and all other amounts payable to Canary through prepayments made by the customer on the customer's account. The fees shall be calculated in accordance with the rates and pricing which Canary makes available to the customer (by means determined by Canary) from time to time.

Where the customer seeks to utilize the service, they must ensure that the Balance of prepayment monies received by Canary from the customer is in credit. Such prepayments shall be in amounts of the customer's sole discretion. The service will be made available to the customer after the payment is transferred and received to the designated bank account of Canary. Canary automatically deducts the cost of the pre-paid Services rendered to the customer in accordance with the applicable prices provided to the customer.

Canary reserves the right to suspend the Services immediately in case of full consumption of the pre-paid Balance. Cancellation of suspension shall be approved by Canary upon submitting further payments until reaching a positive Balance. Any and all charges that accrue in excess of the pre-paid Balance shall be due on the next Business Day following the depletion of the pre-paid Balance. The date of payment shall be the date when Canary gets the whole amount of the prepayment on its account. The customer shall be solely liable for estimating the traffic volumes, prepayment usage, and submitting the prepayments, and Canary shall not be responsible for sending any notifications or reminders to the customer to this effect.

The customer shall not earn interest on any credit Balance held by Canary. The customer shall not be entitled to a refund of an unused credit Balance under any circumstances. At the end of each month, any remaining pre-paid Balance shall be rolled over to the next month. Canary may deduct or offset from the customer's credit Balance any sums the customer owes to Canary, which may include but are not limited to fees and taxes. All recurring fees and one-time fees may be deducted in advance of the applicable service being provided, and all non-recurring fees may be deducted after the applicable service is provided. Payments received from the customer will be deposited in the Saudi Arabia riyal. Canary supports Saudi Arabia's riyal and USD as standard. Every service on a customer’s account will deduct fees, taxes, and other sums due from the same credit Balance.

Fee Changes. Canary, at its sole discretion, may change its rates and pricing used to calculate the fees at any time and will notify the customer of such change in advance via email. The customer is responsible for providing an eligible email address for price change notifications on time and in advance. All prices specified in the price notifications are an integral part of the Agreement. The customer's continued use of the Services after a price change becomes effective constitutes the customer's consent to the said amendments.

Canary reserves its right to suspend the performance of the Services under the present Agreement and/or temporarily suspend the Services associated with the customer's account without prior notice to the customer in cases where the customer's use of Services exceeds the amounts pre-paid by the customer, or the customer fails to pay any amounts due on or before invoice due date, such suspension shall be effective until the outstanding payment is received in full. Canary shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that the customer may incur in connection with any suspension of Canary Services pursuant to this Section.

Canary shall be entitled to charge the customer a late payment fee at the rate of 1.5% per month on any overdue amount calculated from the payment due date until the date of actual payment. The customer agrees to pay issued invoices within the time frame defined in this Agreement. All charges, fees, and payments for the Services are exclusive of any applicable taxes, including sales, value-added, or other taxes. The customer is solely liable for and shall pay all applicable taxes associated with the customer's access to and use of the Services and shall not deduct any such amounts or any other withholdings, set-offs, or deductions from amounts the customer owes Canary but will not be responsible for taxes based on net income of Canary. If the customer is required by law to deduct or withhold any taxes, duty, or levy from any amounts payable to Canary, such amount shall be increased as necessary so that Canary receives an amount equal to the sum it would have received without any deduction or withholding. In that case, the customer shall provide a copy of the withholding tax certificate to Canary without undue delay. If, for any reason, a taxing jurisdiction determines that the customer is not exempt from those taxes and assesses those taxes, the customer agrees to pay Canary those taxes, plus any applicable interest or penalties.

Each Party shall bear the costs imposed by their own bank when making and receiving payments under this Agreement, while the Customer shall be solely responsible for payment of all bank charges of the intermediary bank. Any shortfall between the invoiced amount and the amount received by Canary shall constitute an outstanding amount and will be carried forward. Canary may set off amounts owed by the Customer under the Agreement or any other agreement Customer has with Canary or any of its affiliates.

Canary will send invoices to the Customer by email to the non-personal email address specified in the Master service agreement. The date of sending the Invoice by Canary shall be considered the date of receiving the Invoice by the Customer. The Customer shall notify Canary regarding any change of their designated email address used for receiving the invoices.

In the event of any errors and/or omissions in Canary invoices are found, Canary reserves its right to notify the Customer in writing within 90 (ninety) calendar days from the date of the said invoice (whether or not the payment thereof is settled) and perform a recalculation of said invoice.

No omission or delay by Canary in invoicing any sums and/or deducting them from a Credit Balance shall prohibit Canary from raising an invoice and/or deducting them from a credit Balance at a later date, nor shall it relieve the Customer of their liability to pay.

The Customer shall be solely responsible for billing and collection from their own customers. The Customer shall be fully responsible for payment to Canary on the payment due date in accordance with the Agreement regardless of collection of payment from their customers, in no event will payment to Canary be delayed or waived due to failure by customers to pay the Customer, and Customer will be fully liable to Canary for any and all payments.

The Customer shall at all times comply with ongoing credit approval procedures and policies of Canary. If the financial circumstances or payment history of the Customer is or becomes unacceptable to Canary in its reasonable business judgment, Canary may in its sole discretion require from the Customer reasonable additional security for payments due hereunder in the form of a cash deposit, guarantee, irrevocable clean standby letter of credit, or other means. Failure to provide additional security for payments as requested shall give rise to the suspension of Service.

Canary invoices and billing records are based on GMT+2.

Additional features or functionality. Canary may make available through the Services additional features or functionality and additional fees may be applicable to such features or functionality. Customers’ use of additional features or functionality is subject to these general terms and conditions and to the applicable fees. The customer agrees to pay any applicable fees in connection with their order of any additional features or functionality.

All Sales Final. See the Payment and Refund Policy of Canary for more information about the Customer’s rights to cancel or return purchases for a refund. Except as expressly set out in the Payment and Refund Policy of Canary, all sales are final, and no returns or refunds are permitted. Recurring Payments. The refund for the canceled broadcast by the Customer shall not affect any recurring payment for the Customer.

Canary reserves the right to adjust its fees paid by the Customer in the event of irregular traffic distribution among the networks in a specific destination country and the Customer agrees to bear the associated costs.

7 - Refund

Canary may refuse or cancel a transaction at any time in our sole discretion if we believe it violates Canary Terms of Service or this Payment & Refund Policy or to prevent financial loss. In cases of fraud or illegal acts, Canary may cancel or block your Credit Balance.

Except as provided by law, all purchases are final and non-refundable. Taxes are non-refundable. If you believe that Canary has charged you in error, you must contact Canary within 30 days of such charge. No refunds will be given for any transaction which is more than 30 days old. When you top up your account from Canary, any right you may have to withdraw from or cancel the purchase will be terminated once the account has been topped up upon your request, and you will not be entitled to claim any refund, except where you believe Canary has charged you in error.

Canary reserves the right to refuse a refund request if it reasonably believes or suspects (i) that you are trying to unfairly exploit this refund policy, for example, by making repetitive refund requests in respect of the same product or feature, or by trying to receive a refund for a non-refundable credit (such as a reward); (ii) that you are in breach of the terms of Policy, Canary Terms of Service, the Canary General Terms & Conditions or the Privacy Policy; (iii) that you are using any of our products fraudulently or that your user account is being used by a third party fraudulently; or (iv) that you purchased your credit through a third party service and the terms of such third party do not allow such refund. This refund policy does not affect any of your statutory rights to pursue a claim.

For all refunds due to an error in your payment amount please email the finance team quoting your company address, full name, contact number, and reason for requesting a refund. The accounts department will deal with your query at the earliest possible opportunity and may ask for some additional details to process your refund.

Billing Disputes. Any billing disputes raised by you to Canary will be settled in accordance with the Canary Terms of Service. A pending billing dispute does not exempt you from timely paying any undisputed amounts that you owe.

8 - Billing disputes

The fees payable by the customer shall be calculated by reference to data recorded or logged by Canary and not by reference to any data recorded or logged by the customer. Any invoices issued by Canary shall, save in the case of manifest error, be final, conclusive, and binding on the customer. The customer may dispute an invoice in good faith if the disputed amount is larger than 3% (three percent) of the total invoiced amount.

The customer must notify Canary in writing within 30 (thirty) days of the invoice date if they dispute any portion of the invoice. Otherwise, the customer shall be deemed to have irrevocably waived all rights and claims concerning such invoice.

The customer must send the written dispute notice to the Canary finance team, and such dispute notice shall include at least the following: invoice number, the invoice period, the total disputed amount, and the reason for a dispute. A pending billing dispute shall not exempt the customer from timely payment of any undisputed amounts owed.

Upon receipt of the customer's dispute notice by Canary, the Parties shall discuss and attempt to resolve the dispute in good faith in a timely manner. If the Parties fail to resolve the dispute within 30 (thirty) days of the receipt of the dispute notice, the Parties agree to escalate disputes to their respective management, who shall use commercially reasonable efforts to resolve the dispute by consulting with each other in good faith to reach an equitable resolution satisfactory to both Parties within 15 calendar days from the escalation date. Neither party shall pursue or commence proceedings regarding the dispute in any court prior to engaging in such consultations and negotiations.

Any disputes that cannot be resolved in accordance with the foregoing shall be handled in accordance with Section GOVERNING LAW below.

9 - Confidentiality

The Parties shall treat all material and information, including this Agreement, which is delivered by the other party in order to perform its obligations under this Agreement, as confidential. Each party agrees that it will use the Confidential Information of the other Party solely in accordance with the provisions of this Agreement and will not disclose such information to any third party without the other party's prior written consent. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Each party may disclose the Confidential Information of the other Party, in whole or in part, to its employees, representatives, actual or potential investors, and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section. Either party may disclose the Confidential Information of the other Party as required by law, upon prior written notice to the other party (where allowed by law), provided that such party shall use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law.

Confidential information shall not include (i) information that was in the public domain at the time of disclosure, (ii) information which, though originally Confidential Information, subsequently falls into the public domain other than a result of any breach of this clause or any other duty of confidence, (iii) information received by a Party from a third party, without any breach of this clause or any obligation of confidentiality, (iv) is independently developed by the receiving party without the use of or reference to the disclosing Party's Confidential Information.

At the disclosing party's written request at any time, the receiving party shall promptly return the Confidential Information to the disclosing party or certify in writing to the Disclosing Party that the Confidential Information has been destroyed.

Each party agrees that it will not, without the prior written consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of this Agreement and/or proposed business arrangement.

The Parties expressly acknowledge and agree that no adequate remedy exists at law for an actual or threatened breach of this Section and that, in the event of an actual or threatened breach of the provisions of this Section, the non-breaching party shall be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.

10 - Warranties

Except as expressly provided in the Agreement, Canary makes no warranties, representations, conditions, or other terms in connection with the provision of service as contemplated herein and specifically excludes and disclaims any and all warranties, whether written or oral, contractual, express, or implied, or otherwise including without limitation those with respect to the description, merchantability, non-infringement, completeness, quality (including any warranties as to latency and throughput), fitness for any particular purpose or use or local access, warranties related to third-party equipment, material, services, or software, or as to any other matter. Canary does not warrant that the Services will meet the customer's requirements except as may be specifically provided for in the Agreement or that the Services will prevent unauthorized access by third parties. Services are provided "As Is" to the fullest extent permitted by law. The "Customer" shall be deemed to include the Customer and Customer's respective directors, employees, officers, agents, and any person or entity assisting the customer in their performance or obligations under this Agreement. "Canary" shall be deemed to include Canary and its respective directors, employees, officers, agents, and any person or entity assisting Canary in its performance or obligations under this Agreement.

11 - Governing law

This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by and interpreted in accordance with the laws of the kingdom of Saudi Arabia.

The Parties shall endeavor to resolve any controversy through good faith negotiations. In the highly unlikely event that the Parties are unable to resolve the matter within 30 (thirty) days of the matter being referred to them or any other period agreed upon, such matter shall be resolved exclusively by arbitration.

All disputes between the Parties arising out of or in connection with the present Agreement shall finally be settled by arbitration in accordance with the Rules of Arbitration of the Riyadh Chamber of Commerce. The place of arbitration shall be Riyadh, Saudi Arabia. The language to be used in the arbitral proceedings shall be Arabic. Any arbitration award may, if necessary, be enforced by any court or authority having jurisdiction. The arbitral award shall be final and binding on the Parties.