01 AGREEMENT OVERVIEW
These Terms of Service ("Agreement" or "Terms") constitute a legally binding contract between EzlaScan ("Company", "we", "us", or "our"), a company incorporated and operating under the laws of the United Arab Emirates, and the individual or legal entity ("Client", "you", or "your") that accesses or uses the EzlaScan anti-piracy intelligence platform and related services.
This Agreement incorporates by reference any Order Form, Statement of Work, Data Processing Addendum, or other supplemental agreements executed between the parties. In the event of conflict, the order of precedence shall be: (i) any signed Order Form or Statement of Work; (ii) any applicable Data Processing Addendum; (iii) these Terms of Service; (iv) any referenced policies and guidelines.
EzlaScan reserves the right to modify these Terms at any time. Material changes will be communicated to Clients via email or in-platform notification no fewer than thirty (30) days prior to the effective date of such changes. Continued use of the Services after the effective date of amended Terms constitutes acceptance of those amended Terms.
02 DEFINITIONS
Unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
- "Authorized Content" means any intellectual property, including without limitation copyrighted works, trademarks, patents, trade secrets, or other proprietary material, for which Client has lawful rights sufficient to authorize EzlaScan to act on Client's behalf in identifying, monitoring, and enforcing against unauthorized use.
- "Client Data" means all data, content, information, and materials submitted, uploaded, or otherwise transmitted by Client to the EzlaScan platform in connection with the Services.
- "Confidential Information" means any non-public, proprietary, or sensitive business, technical, financial, or operational information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
- "Detection Services" means EzlaScan's automated and semi-automated scanning and identification capabilities that continuously monitor digital platforms, networks, torrent ecosystems, social media channels, streaming services, and other online environments to detect instances of unauthorized distribution or use of Authorized Content.
- "DMCA" means the Digital Millennium Copyright Act of 1998 (17 U.S.C. § 512), as amended, and any successor legislation, together with any substantially equivalent legislation enacted in other jurisdictions.
- "Enforcement Services" means EzlaScan's automated, semi-automated, and attorney-backed processes for initiating, submitting, and following up on Takedown Notices and other legal or platform-based actions against identified infringing content or parties.
- "Infringing Material" means any content, file, link, stream, download, listing, domain, application, or other digital material that constitutes or facilitates unauthorized reproduction, distribution, public performance, display, or other use of Authorized Content.
- "Monitoring Services" means EzlaScan's real-time and continuous network surveillance capabilities, including tracking of identified infringers, monitoring of takedown compliance, and alerting of new or recurring infringement activity.
- "Platform" means any online service, website, application, marketplace, social media network, streaming platform, torrent index, cyberlocker, peer-to-peer network, domain registrar, or other digital environment on or through which Infringing Material may be discovered or distributed.
- "Reporting Services" means EzlaScan's dashboard, analytics, and reporting functionalities that provide Client with intelligence data, takedown history, success metrics, and other operational information.
- "Services" means collectively the Detection Services, Monitoring Services, Enforcement Services, and Reporting Services, together with any additional services specified in an applicable Order Form or Statement of Work.
- "Subscription Term" means the period during which Client is subscribed to the Services, as specified in the applicable Order Form, commencing on the Effective Date and continuing until terminated in accordance with this Agreement.
- "Takedown Notice" means any formal notification, complaint, or request submitted to a Platform operator, hosting provider, domain registrar, advertising network, search engine, or other third party requesting the removal, disabling, or de-indexing of Infringing Material, including but not limited to DMCA notices, platform-specific abuse reports, and cease and desist communications.
03 DESCRIPTION OF SERVICES
EzlaScan provides an integrated anti-piracy and brand protection intelligence platform designed for rights holders, content owners, brand operators, and their authorized representatives. The Services are provided on a subscription basis and encompass the following distinct but interconnected capabilities:
3.1 Detection Services
EzlaScan's Detection Engine continuously scans more than 340 digital platforms, including torrent networks, BitTorrent indices, cyberlockers, direct download sites, streaming services, social media platforms, e-commerce marketplaces, domain resale networks, and peer-to-peer file-sharing ecosystems. Detection is performed through a combination of automated crawling, content fingerprinting, metadata analysis, hash matching, and optical and acoustic content recognition technologies. Upon detection, identified Infringing Material is catalogued, timestamped, and made available within the Client's reporting dashboard.
3.2 Monitoring Services
Following detection, EzlaScan maintains continuous surveillance of identified infringement sources, including individual infringer nodes, distribution hubs, uploaders, and platform channels. Monitoring tracks takedown compliance, recidivism, and the emergence of new infringing copies derived from previously identified sources. Clients receive real-time alerts upon detection of high-priority threats, new distribution vectors, or failed takedown compliance.
3.3 Enforcement Services
EzlaScan executes enforcement actions against identified Infringing Material through multiple mechanisms, including: (i) automated DMCA and equivalent Takedown Notices submitted directly to Platform operators, hosting providers, and content delivery networks; (ii) platform-specific abuse report submissions using each Platform's proprietary tools; (iii) attorney-backed enforcement for high-value or high-volume infringement campaigns; (iv) domain seizure and suspension requests submitted to domain registrars and registries; (v) advertising network de-monetization requests; and (vi) search engine de-indexing requests under applicable copyright law. All Takedown Notices are submitted in accordance with applicable law and platform policies, and are supported by Client's authorization as documented in this Agreement.
3.4 Reporting Services
Clients have access to a real-time intelligence dashboard providing full visibility into detection activity, takedown history, compliance rates, platform-level breakdowns, response times, and trend analysis. Reporting data is retained for the duration of the Subscription Term plus a period of twelve (12) months following termination, unless Client requests earlier deletion in accordance with applicable data protection law.
04 CLIENT ELIGIBILITY AND ACCOUNT REGISTRATION
4.1 Eligibility Requirements
Access to the Services is available exclusively to: (i) legal entities incorporated under the laws of a recognized jurisdiction; (ii) natural persons who are at least 18 years of age and have the legal capacity to enter into binding contracts; (iii) governmental bodies, public authorities, and international organizations; and (iv) authorized agents, law firms, and management companies acting on behalf of an eligible rights holder under a documented power of attorney or agency agreement. EzlaScan does not provide Services to entities or individuals seeking to exploit information obtained through the platform for unauthorized purposes.
4.2 Account Registration and Verification
Upon registration, Client must provide complete and accurate information including: (i) full legal name of the entity or individual; (ii) jurisdiction of incorporation or residence; (iii) registered business address; (iv) primary contact details; (v) details of the Authorized Content to be protected; and (vi) supporting documentation establishing ownership or authorized control over the Authorized Content. EzlaScan reserves the right to request additional verification documentation at any time and to suspend or terminate accounts where verification cannot be satisfactorily completed.
4.3 Account Security
Client is solely responsible for maintaining the confidentiality and security of all account credentials, including usernames, passwords, and API keys. Client agrees to immediately notify EzlaScan at security@ezlascan.com upon becoming aware of any actual or suspected unauthorized access to Client's account. EzlaScan shall not be liable for any loss or damage arising from unauthorized access to Client's account resulting from Client's failure to maintain adequate credential security.
06 CLIENT REPRESENTATIONS AND WARRANTIES
Client represents, warrants, and covenants to EzlaScan, as of the Effective Date and on a continuing basis throughout the Subscription Term, as follows:
- Client has full legal power and authority to enter into, execute, and perform its obligations under this Agreement, and has obtained all necessary corporate, governmental, or regulatory approvals to do so.
- All information provided to EzlaScan by Client in connection with registration, onboarding, and the ongoing use of the Services is true, accurate, complete, and not misleading, and Client shall promptly update such information if it changes.
- Client's use of the Services will comply with all applicable laws, regulations, and third-party rights, including without limitation intellectual property laws, data protection and privacy laws, anti-spam regulations, and applicable export control laws.
- Client possesses and shall maintain throughout the Subscription Term all rights, licenses, consents, and authorizations necessary for EzlaScan to submit Takedown Notices on Client's behalf in all relevant jurisdictions.
- Client will not use the Services for any unlawful purpose, including to target content that Client does not own or is not authorized to protect, to harass, suppress, or censor lawful speech, commentary, or criticism, or to engage in any form of anti-competitive conduct.
- Client will promptly notify EzlaScan of any claim, demand, proceeding, or investigation by any third party alleging that EzlaScan's performance of the Services on Client's behalf has infringed any third-party rights or violated any applicable law.
- Where Client is an agent, representative, or licensee acting on behalf of a third-party rights holder, Client has obtained and shall maintain a valid, written authorization from such rights holder permitting Client to engage EzlaScan's Services in relation to that rights holder's Authorized Content.
07 SERVICE SCOPE AND OBLIGATIONS
7.1 Service Level Commitments
EzlaScan shall use commercially reasonable efforts to provide the Services in accordance with the service level parameters specified in the applicable Order Form or, where no Order Form is in effect, in accordance with EzlaScan's standard service level terms. EzlaScan does not guarantee that all instances of Infringing Material will be detected or removed, nor does EzlaScan guarantee specific takedown success rates, response times from Platform operators, or the permanent removal of any specific item of Infringing Material. Platform operators retain independent discretion over whether to act on Takedown Notices.
7.2 Platform Coverage
EzlaScan's current platform coverage encompasses more than 340 platforms including major torrent indices, cyberlockers, social media networks, video streaming services, and e-commerce platforms. The list of monitored platforms is subject to change as platforms emerge, cease operations, or alter their accessibility. EzlaScan shall use reasonable efforts to provide advance notice of material reductions in platform coverage.
7.3 Client Cooperation Obligations
Client shall: (i) provide EzlaScan with accurate, complete, and up-to-date information regarding Authorized Content, including content fingerprints, metadata, identifying information, and copyright registration details where available; (ii) respond promptly to EzlaScan's requests for information, clarification, or counter-notice guidance; (iii) notify EzlaScan within three (3) business days of any license or authorization granted to a third party that would render previously identified Infringing Material authorized; and (iv) designate a primary contact responsible for reviewing Takedown Notice activity and communicating with EzlaScan's account management team.
7.4 Suspension of Services
EzlaScan may temporarily suspend Services, in whole or in part, without notice and without liability, where: (i) EzlaScan reasonably believes that Client's account or Authorized Content profile is being used in a manner that violates this Agreement or applicable law; (ii) required by applicable law, regulation, or lawful governmental order; (iii) necessary to prevent harm to EzlaScan's infrastructure, reputation, or legal obligations; or (iv) Client has failed to make timely payment of fees due under this Agreement. EzlaScan will endeavour to provide notice and restore Services as promptly as practicable following resolution of the relevant issue.
08 TAKEDOWN AND ENFORCEMENT PROCEDURES
8.1 Automated Takedown Process
Upon detection of Infringing Material meeting pre-configured threshold criteria, EzlaScan's enforcement engine automatically generates and submits a Takedown Notice to the relevant Platform operator or hosting provider. Automated Takedown Notices are generated on the basis of Client's representations regarding ownership and authorization, and are submitted using the designated reporting channels, APIs, or email addresses provided by each Platform. Client consents to the automated submission of Takedown Notices without requiring individual approval for each submission, subject to any Content Approval Settings configured by Client in the dashboard.
8.2 Attorney-Backed Enforcement
For high-value infringement targets, recidivist infringers, or Platforms that require legal-grade documentation, EzlaScan may deploy attorney-backed Takedown Notices and escalation letters prepared or reviewed by licensed legal counsel. Attorney-backed enforcement actions may be included within specific subscription tiers or made available as supplemental services under a separate Statement of Work. Legal fees associated with litigation or formal legal proceedings are not included within standard subscription pricing and shall be governed by a separately executed legal services engagement letter.
8.3 Counter-Notices and Disputed Removals
Where a counter-notice is received by a Platform in response to a Takedown Notice submitted by EzlaScan on Client's behalf, EzlaScan shall promptly notify Client. Client shall have ten (10) business days from receipt of such notification to instruct EzlaScan on how to proceed, including whether to file a formal response, seek legal intervention, or allow the content to be restored. Where Client does not provide timely instructions, EzlaScan may take such action as it reasonably deems appropriate in the circumstances, including allowing the Platform to restore the content in compliance with applicable safe harbour requirements.
8.4 Escalation and Domain Enforcement
Where Platform-level takedowns are insufficient, EzlaScan may, at Client's direction and subject to applicable subscription tier, pursue: (i) domain suspension requests to registrars and registries under applicable ICANN policies; (ii) payment processor and advertising network de-monetization requests; (iii) search engine de-indexing requests under applicable law; and (iv) coordinated multi-platform enforcement campaigns targeting large-scale piracy networks. Such escalated enforcement actions are subject to applicable jurisdictional law and the policies of the relevant service providers, and EzlaScan does not guarantee the outcome of any such action.
09 DMCA AND LEGAL COMPLIANCE
9.1 DMCA Compliance
EzlaScan operates in full compliance with the Digital Millennium Copyright Act (17 U.S.C. § 512) and equivalent legislation in applicable jurisdictions. All Takedown Notices submitted by EzlaScan on Client's behalf include the elements required under 17 U.S.C. § 512(c)(3), specifically: (i) a physical or electronic signature of the rights holder or authorized agent; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the infringing material and its location; (iv) contact information for the complaining party; (v) a statement of good faith belief; and (vi) a statement, under penalty of perjury, that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the rights holder.
9.2 International Copyright Law Compliance
EzlaScan's global enforcement operations are conducted in accordance with applicable international copyright treaties and national legislation, including the Berne Convention for the Protection of Literary and Artistic Works, the WIPO Copyright Treaty, the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), and national implementations thereof. Where applicable, EzlaScan adapts its enforcement procedures to comply with the specific legal requirements of the relevant jurisdiction, including regional equivalents of DMCA safe harbour provisions under the EU Directive on Copyright in the Digital Single Market (Directive 2019/790/EU), the UK's Online Safety Act 2023, and equivalent legislation.
9.3 Prohibited Uses
Client shall not, and shall not instruct EzlaScan to, submit Takedown Notices for any purpose other than the legitimate enforcement of Client's intellectual property rights. Prohibited uses include, without limitation: submission of Takedown Notices targeting content that constitutes fair use, fair dealing, or equivalent lawful uses under applicable law; submission of Takedown Notices for anti-competitive purposes; abuse of enforcement mechanisms to suppress lawful commentary, criticism, news reporting, or parody; and any use of the Services that constitutes abuse of process or malicious litigation tactics.
10 FEES, PAYMENT, AND BILLING
10.1 Subscription Fees
Client shall pay EzlaScan the fees set forth in the applicable Order Form or subscription plan in accordance with the payment schedule specified therein. All fees are quoted and payable in the currency specified in the Order Form and are exclusive of applicable taxes, levies, duties, and charges, including value-added tax (VAT), goods and services tax (GST), and withholding tax, all of which shall be borne by Client.
10.2 Payment Terms
Unless otherwise specified in an Order Form, fees are due and payable in advance at the commencement of each billing cycle. EzlaScan accepts payment by approved electronic funds transfer, credit card, or such other methods as EzlaScan may designate from time to time. All invoices are payable within fourteen (14) days of the invoice date. EzlaScan reserves the right to apply payments received to the oldest outstanding balance first.
10.3 Late Payment
In the event of late payment, EzlaScan shall be entitled to: (i) charge interest on overdue amounts at a rate of 2% per month (or the maximum rate permitted by applicable law, whichever is lower), compounding monthly from the due date until the date of actual payment; (ii) suspend access to the Services following written notice and a ten (10) day cure period; and (iii) recover all reasonable costs of collection, including legal and professional fees.
10.4 Refund Policy
All subscription fees are non-refundable except as expressly provided herein or as required by applicable consumer protection law. EzlaScan will issue a pro-rata refund of prepaid fees covering the unused portion of the Subscription Term only where: (i) EzlaScan terminates the Agreement without cause; or (ii) EzlaScan experiences a material service failure that persists for more than ten (10) consecutive business days despite commercially reasonable remediation efforts. Usage-based and enforcement fees are non-refundable in all circumstances.
11 CONFIDENTIALITY
11.1 Mutual Obligations
Each party agrees to hold in strict confidence all Confidential Information received from the other party and to use such Confidential Information solely for the purposes of performing or receiving the Services under this Agreement. Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event with less than reasonable care. Neither party shall disclose the other party's Confidential Information to any third party without prior written consent, except to its employees, officers, directors, contractors, and professional advisors who: (i) have a need to know such information for purposes of this Agreement; and (ii) are bound by confidentiality obligations at least as protective as those set forth herein.
11.2 Exclusions
Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; (iv) is rightfully received from a third party without restriction; or (v) must be disclosed pursuant to applicable law, regulation, court order, or governmental authority, provided that the receiving party gives the disclosing party prompt prior written notice to the extent permitted by law and cooperates in seeking any available protective order.
11.3 Survival
The confidentiality obligations set forth in this Section shall survive the expiration or termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be maintained in confidence indefinitely.
12 DATA PROCESSING AND PRIVACY
12.1 Data Roles
For the purposes of applicable data protection legislation, EzlaScan acts as a data processor with respect to personal data submitted by Client through the platform, and as a data controller with respect to personal data collected independently by EzlaScan for its own business purposes, including account management, billing, and platform security. Where EzlaScan processes personal data as a processor on Client's behalf, the parties shall enter into a Data Processing Addendum setting out the subject matter, duration, nature, and purpose of the processing, the type of personal data processed, and the categories of data subjects, in accordance with applicable law including the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL) and, where applicable, the EU General Data Protection Regulation (GDPR) 2016/679.
12.2 Infringing Party Data
In the course of performing the Services, EzlaScan may collect, process, and store personal data relating to individuals responsible for or associated with identified Infringing Material, including IP addresses, usernames, account identifiers, and other online identifiers. Such processing is conducted on the legal basis of EzlaScan's and Client's legitimate interests in enforcing intellectual property rights and is proportionate to those interests. EzlaScan shall process such data in accordance with its Privacy Policy and applicable law.
12.3 Data Security
EzlaScan implements and maintains appropriate technical and organizational measures to protect Client Data against unauthorized access, disclosure, alteration, loss, or destruction, including encryption in transit and at rest, access controls, multi-factor authentication, regular security assessments, and incident response procedures. In the event of a personal data breach affecting Client Data, EzlaScan shall notify Client without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach, providing all information required under applicable law to enable Client to meet its own notification obligations.
13 EZLASCAN INTELLECTUAL PROPERTY
13.1 Ownership
EzlaScan retains all right, title, and interest in and to the EzlaScan platform, software, algorithms, databases, methodologies, know-how, brand elements, and all intellectual property rights therein, including all modifications, improvements, and derivative works thereof, whether or not created in connection with the provision of Services to Client. No rights in EzlaScan's intellectual property are transferred to Client under this Agreement, except the limited license expressly granted herein.
13.2 License Grant to Client
Subject to Client's compliance with this Agreement and timely payment of all applicable fees, EzlaScan grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the EzlaScan platform during the Subscription Term solely for Client's own internal business purposes in connection with the protection of Client's Authorized Content. This license does not permit Client to: (i) resell, sublicense, or transfer access to the platform to any third party; (ii) reverse engineer, decompile, or disassemble any software component of the platform; (iii) create competitive products or services using EzlaScan's proprietary methodologies; or (iv) use EzlaScan's brand, name, or marks without prior written consent.
13.3 Aggregated Data
EzlaScan may collect and use aggregated, anonymized, and de-identified data derived from the platform's operations, including industry-level piracy trend data, platform-level takedown success rates, and aggregate infringement statistics, for the purposes of improving the Services, conducting research, and publishing industry insights. Such aggregated data shall not identify Client or any individual rights holder, and Client's use of this clause does not limit EzlaScan's right to publish such insights.
14 LIMITATION OF LIABILITY
14.1 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. EZLASCAN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. EZLASCAN DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (II) ALL INFRINGING MATERIAL WILL BE DETECTED OR REMOVED; (III) ANY SPECIFIC TAKEDOWN SUCCESS RATE WILL BE ACHIEVED; OR (IV) ANY THIRD-PARTY PLATFORM WILL COMPLY WITH TAKEDOWN NOTICES.
14.2 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EZLASCAN'S AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO EZLASCAN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.3 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT.
14.4 Essential Basis
The parties acknowledge that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
15 INDEMNIFICATION
15.1 Client's Indemnification Obligations
Client shall indemnify, defend, and hold harmless EzlaScan and its officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) Client's breach of any representation, warranty, covenant, or obligation under this Agreement; (ii) any claim by a third party that a Takedown Notice submitted by EzlaScan on Client's behalf was based on inaccurate, unauthorized, or misrepresented ownership information; (iii) any allegation that Client's Authorized Content, or EzlaScan's enforcement actions in relation thereto, infringe the intellectual property rights of any third party; (iv) Client's gross negligence or willful misconduct; or (v) any violation of applicable law by Client in connection with Client's use of the Services.
15.2 EzlaScan's Indemnification Obligations
EzlaScan shall indemnify, defend, and hold harmless Client from and against any third-party claim that the EzlaScan platform, as used by Client in accordance with this Agreement, infringes any patent, copyright, trademark, or trade secret of a third party. EzlaScan's indemnification obligations shall not apply where the alleged infringement arises from: (i) Client's modification of the platform; (ii) Client's use of the platform in combination with third-party software or services not approved by EzlaScan; (iii) Client's failure to implement updates provided by EzlaScan; or (iv) use of the platform in a manner inconsistent with this Agreement.
15.3 Indemnification Procedure
The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought; (ii) grant the indemnifying party sole control over the defense and settlement of such claim, provided that the indemnifying party shall not settle any claim in a manner that imposes obligations or restrictions on the indemnified party or requires the indemnified party to make any admission of liability without the indemnified party's prior written consent; and (iii) provide reasonable cooperation and assistance to the indemnifying party at the indemnifying party's expense.
16 TERM AND TERMINATION
16.1 Term
This Agreement commences on the Effective Date and continues for the initial Subscription Term specified in the applicable Order Form. Unless otherwise stated, subscriptions automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
16.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if: (i) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; (ii) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, insolvency, or winding-up proceeding; or (iii) the other party engages in fraud, willful misconduct, or criminal conduct related to this Agreement.
16.3 Effect of Termination
Upon termination or expiration of this Agreement: (i) all licenses granted herein shall immediately cease; (ii) Client shall immediately discontinue use of the Services; (iii) each party shall promptly return or destroy the other party's Confidential Information in its possession; (iv) EzlaScan shall cease submitting new Takedown Notices on Client's behalf; and (v) Client shall pay all outstanding fees within thirty (30) days of the termination date. Sections 2 (Definitions), 5.4 (False Takedown Liability), 6 (Warranties), 11 (Confidentiality), 13 (EzlaScan Intellectual Property), 14 (Limitation of Liability), 15 (Indemnification), 18 (Governing Law), and 19 (General Provisions) shall survive termination or expiration of this Agreement.
17 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any obligation under this Agreement (excluding payment obligations) to the extent such delay or failure is caused by circumstances beyond the affected party's reasonable control, including but not limited to: acts of God; natural disasters; epidemic or pandemic; war, armed conflict, or terrorism; civil unrest or government action; failure of internet or telecommunications infrastructure not within the affected party's control; or platform or service provider failures. The party seeking to invoke this clause shall promptly notify the other party, use all commercially reasonable efforts to mitigate the impact, and resume performance as soon as practicable. If a force majeure event persists for more than sixty (60) consecutive days, either party may terminate the Agreement upon written notice without further liability, subject to Client's obligation to pay fees for Services actually delivered.
18 GOVERNING LAW AND DISPUTE RESOLUTION
18.1 Governing Law
This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the United Arab Emirates, including Federal laws of general application. Where the subject matter of a dispute involves intellectual property enforcement activities conducted in jurisdictions subject to specific national law (including the United States, European Union member states, or the United Kingdom), the law of that jurisdiction shall apply to the extent necessary to determine the validity and effect of enforcement actions taken therein, without prejudice to UAE law governing the contractual relationship between the parties.
18.2 Arbitration
Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with its Arbitration Rules in force at the time of submission. The seat of arbitration shall be Dubai, United Arab Emirates. The arbitration shall be conducted in the English language by a sole arbitrator appointed in accordance with the DIAC Rules. The arbitral award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction. Each party shall bear its own costs of arbitration, and the arbitration fees shall be shared equally unless the arbitrator determines otherwise. Nothing in this clause shall prevent either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction pending the constitution of the arbitral tribunal.
18.3 Injunctive Relief
Notwithstanding the foregoing, each party acknowledges that a breach of the confidentiality, intellectual property, or data security provisions of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and each party shall be entitled to seek emergency injunctive or other equitable relief from any court of competent jurisdiction without the requirement to post a bond or other security.
19 GENERAL PROVISIONS
- Entire Agreement: This Agreement, together with all Order Forms, Statements of Work, and incorporated policies, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, negotiations, and understandings.
- Amendments: EzlaScan may amend these Terms by providing thirty (30) days' prior written notice to Client. Amendments to Order Forms require written agreement signed by authorized representatives of both parties.
- Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
- Waiver: No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that right or remedy. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof.
- Assignment: Client may not assign or transfer this Agreement or any rights or obligations hereunder without EzlaScan's prior written consent. EzlaScan may assign this Agreement without Client's consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this provision shall be null and void.
- Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by internationally recognized courier, or sent by email with confirmed receipt to the addresses specified in the applicable Order Form or as otherwise notified in writing. Notices to EzlaScan shall be sent to legal@ezlascan.com.
- No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and does not create any rights in, or obligations to, any third party.
- Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties beyond the limited agency expressly provided in Section 5.2.
- Language: This Agreement is executed in the English language. In the event of any conflict between an English-language version and any translation, the English version shall prevail.
- Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
20 CONTACT INFORMATION
For questions, notices, or requests relating to these Terms of Service, please contact: