1. Terminology

1.1 In this Agreement:

All capitalized terms used herein shall have the meaning ascribed to them below.

Agreement has the meaning given in Clause 2.1;

Authorised User(s) means in respect of the Services those named users that are authorised by the Client and CARMA to use the Services in accordance with the terms herein and any other relevant agreement relating to the Services;

Background Intellectual Property means any and all Intellectual Property Rights that are not Foreground Intellectual Property, owned or controlled by the relevant party or licensed to the relevant party prior to or outside the scope of this Agreement;

CARMA means the entity as specified in a Service Order Form, which may be any one of the following entities:

(a) Carma International Limited, with its registered office at Studio 17/18, Royal Victoria Patriotic Building, John Archer Way, London, SW18 3SX for Clients located in the [UK, Scotland, Wales or EU;]

(b) Carma International, Inc., with its registered office at 4900 Leesburg Pike, Suite 209, Alexandria, VA 22302 for Clients located in the United States of America;

(c) Carma Media Insight FZE, with its registered office at 407 Le Solarium Building, Dubai Silicon Oasis, Dubai. Or CARMA International Media Consulting, with its registered office at 202A-4, floor 2, Hamdan street east 8, Abu Dhabi Island, Abu Dhabi, for Clients located in the United Arab Emirates;

(d) Carma Media Insight [– One Person Company,] with its registered office at Uthman Ibn Affan Branch Rd, At Taawun,12476, Riyadh, KSA, for Clients located in the Kingdom of Saudi Arabia;

(e) ICARMA Media Insight Portugal Unipessoal, LDA., with its registered office at Rua Rosa Araújo, nº 34 – 2º, 1250-189 Lisboa, Portugal for Clients located in the [Iberian Peninsula (Spain and Portugal), the Latin American (LATAM) region, or Sub-Saharan Africa;]

(f) CARMA ASIA Pte Ltd, with its registered office at 10 Petain Road, Singapore 208089, for Clients located in the [Southeast Asia and East Asia regions, excluding Malaysia and Hong Kong;]

(g) CARMA ASIA (Hong Kong) Ltd, with its registered office at 810, 8/F 90 Connaught Road Central, Sheung Wan, Hong Kong, for Clients located in the Hong Kong; or

(h) CARMA ASIA (MY) SDN. BHD., with its registered office at Level 10-3, Menara Aspire, KL Eco City, 59200, Kuala Lumpur, Malaysia, for Clients located in the Malaysia.

CARMA Policies means the operating rules, policies and procedures that may be published from time to time by CARMA related to the Services;

Central Bank means the central monetary authority, reserve bank, or regulatory financial institution responsible for overseeing monetary policy and financial stability in the jurisdiction where the relevant CARMA entity is incorporated or operates;

Changes has the meaning given in Clause Error! Reference source not found.;

Client means the person, partnership, company, or other body corporate whose details are set out in a Service Order Form;

Client Information refers to all data, details, and records provided by or collected from the Client in connection with the establishment, configuration, and use of the Services, and includes, but is not limited to:

(a) Personal Information: Any identifying details such as name, contact information (phone number, email address, physical address), date of birth, and other relevant demographic data;

(b) Analytical Data: Information collected for performance tracking, usage metrics, service optimization, and reporting purposes, including behavioral data, preferences, and engagement history;

(c) Keywords & Identifiers: Any predefined or system-generated keywords, tags, or metadata associated with the Client’s account for categorization, indexing, or search purposes;

(d) Authorized User IDs: Unique credentials, usernames, access codes, or authentication details assigned to individuals permitted to access and utilize the services under the Client’s account;

(e) Service Setup Information: Any technical, financial, or operational details required to configure and activate the services, including account settings, preferences, API keys, billing details, and service tiers; and

(f) Security & Compliance Data: Encryption keys, authentication logs, audit trails, and other security-related records required for service integrity, regulatory compliance, and data protection;

Commencement Date means the date on which the Services shall commence as specified in a Service Order Form;

Confidential Information has the meaning given in Clause 15.1;

Expiry Date means the date on which the Services shall end as specified in a Service Order Form;

Feedback has the meaning given in Clause 9.16;

Fees means the amount payable by the Client to CARMA for the Services as specified in a Service Order Form;

Force Majeure has the meaning given in Clause 16;

Foreground Intellectual Property means all Intellectual Property Rights and other matter capable of being the subject of Intellectual Property Rights that is conceived, first reduced to practice or writing or developed in whole or in substantial part during the Term of this Agreement;

General Terms and Conditions means these terms and conditions comprising Clause Error! Reference source not found. to Clause 27;

Initial Term has the meaning given in Clause 2.5;

Intellectual Property Rights means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in confidential information, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

Know-how means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, the results and procedures for experiments and tests, reports, component lists, manuals, instructions, designs, sketches, drawings, information relating to the business of CARMA (whether written or in any other form and whether confidential or not);

Legal Disclaimers has the meaning given in Clause 2.2;

Local Addendum means an addendum applicable to the Territory setting out the supplementary terms and conditions which are in addition to these General Terms and Conditions;

NLA License means the licensing agreements for the use of printed and digital content from newspapers, magazines, and other publishers managed by the Newspaper License Agency in connection with the right to reproduce or distribute articles, excerpts or any other content from publications covered under such licensing agreements;

Passwords has the meaning given in Clause 19;

Renewal Term has the meaning given in Clause 2.5;

Representatives has the meaning given in Clause 15.2(a);

Service Order Form means a service order form executed by CARMA and Client specifying the Services, Fees, Commencement Date, Expiry Date and the Territory;

Services means the services as specified in a Service Order Form, which may comprise but not limited to any one or more of the following media intelligence solutions provided by CARMA, which are designed to monitor, measure, and analyze various forms of media to deliver actionable insights:

(a) Media Monitoring: Continuous tracking of global media across multiple channels, including print, online, broadcast, and social media platforms, to capture relevant content and coverage;

(b) PR Measurement: Evaluation of public relations efforts through tools and methodologies that assess the effectiveness of communication strategies, providing metrics and insights to improve PR outcomes;

(c) Consultancy & Market Research: Expert guidance to enhance communication strategies, including stakeholder engagement, evaluation framework design, and comprehensive market research to inform and shape strategic decisions;

(d) Media Analysis Reports: In-depth analysis of media coverage to identify key messages, reputation drivers, and overall media impact, delivered in detailed reports;

(e) News Alerts and Newsletters: Real-time alerts and scheduled newsletters that provide updates on company and industry news, delivered via email or mobile app notifications;

(f) Analytics Dashboards: Interactive, real-time dashboards that allow clients to measure earned media coverage and owned social media channels, facilitating data-driven decision-making;

(g) Content Enrichment: Enhancement of media coverage through content validation, translation summaries, and curated breaking news alerts to ensure relevance and comprehensiveness;

(h) Reputation Measurement: Holistic assessment of organizational perception across media and target audiences, providing insights into reputation management; and/or

(i) Integrated Communications Measurement & Consultancy: Customized measurement frameworks aligned with organizational objectives, combining media content analysis with strategic consultancy to link PR outputs to outcomes;

Term means the Initial Term and any Renewal Term;

Territory means the territory or territories to which the Services relate as specified in a Service Order Form;

Third-Party Content means any data, information, or content originating from or belonging to any third party; and

X Content has the meaning given in Clause 23.3.

Headings used in this Agreement herein are for convenience of reference only and do not affect the construction or interpretation of this Agreement. Any words that follow “include,” “includes,” “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words.

2. Agreement

2.1 The Client agrees to purchase the use of, and CARMA agrees to provide, the Services within the Territory, upon the execution of a draft Service Order Form issued by CARMA. Once a draft Service Order Form has been executed by CARMA and Client, each Service Order Form shall incorporate by reference, and be subject to, these General Terms and Conditions and the Local Addendum. Each Service Order Form incorporating by reference these General Terms and Conditions, the Local Addendum and CARMA Policies shall constitute a single and separate contract (each referred to as this “Agreement”).

2.2 The use of certain Services may be governed by additional expressly designated legal notices or disclaimers (the “Legal Disclaimers”) to which the Client must agree before using the Services, and shall be incorporated into this Agreement and supersede any provision(s) of these General Terms and Conditions that are expressly designated as being superseded.

2.3 This Agreement governs the Client’s and its Authorised User’s use of the Services. Any terms and conditions of the Client shall not apply, including in any purchase orders issued by the Client with reference to their own terms and conditions are expressly rejected.

2.4 To the extent there is any inconsistency between a Service Order Form, these General Terms and Conditions, the Local Addendum, the Legal Disclaimers and the CARMA Polices, such inconsistency shall be resolved in the following order of priority:

(a) a Service Order Form; then

(b) the Local Addendum; then

(d) the Legal Disclaimers; then

(e) these General Terms and Conditions.

3. Changes

3.1 CARMA reserves the right to change, update, add or remove any provisions of these General Terms and Conditions, the Local Addendum and/or the CARMA Policies, at any time by posting the updated provisions on CARMA’s website (the “Changes”). By continuing the use of the Services after CARMA has made such Changes, Client is deemed to have agreed to all such Changes.

3.2 Changes shall not apply retroactively prior to the date of the last Change, but shall only apply on and from the effective date of such Changes as indicated on CARMA’s website.

4. Conditions of use

4.1 Use of the Services is subject to the Client ensuring that it shall, and shall procure that its Authorised Users shall:

(a) not do anything illegal or try to generate or share content that is illegal;

(b) not engage in any activity that exploits, harms, or threatens to harm children;

(c) not send spam or engage in phishing or try to generate or distribute malware. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages, or similar electronic communications. Phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, social security or national ID numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit. Malware includes any activity designed to cause technical harm, such as delivering malicious executables, organizing denial of service attacks or managing command and control servers;

(d) not publicly display or use Services to generate or share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, self-harm, or criminal activity);

(e) not engage in activity that is fraudulent, false or misleading (e.g., asking for money under false pretences, impersonating someone else, creating fake accounts, automating inauthentic activity, generating or sharing content that is intentionally deceptive);

(f) not engage in activity that is harmful to CARMA, the Services or any other person (e.g., transmitting viruses, stalking, trying to generate or sharing content that harasses, bullies or threatens others, posting terrorist or violent extremist content, communicating hate speech, or advocating violence against others);

(g) not violate or infringe upon the Intellectual Property Rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, or taking photographs or video/audio recordings of others without their consent for processing of an individual’s biometric identifiers/information or any other purpose using any of the Services);

(h) not engage in activity that violates the privacy of others; and

(i) not allow others to breach this Clause 4.

5. Client Information

5.1 Client agrees that CARMA shall be permitted to collect, share and use Client Information to:

(a) provide the Services, including to:

(i) provide troubleshooting and support;
(ii) improve and develop the Services; and
(iii) customise Services and make recommendations; and

(b) operate CARMA’s business, including analyzing performance, meeting legal obligations, developing workforce and conducting research.

6. Client Information restrictions

6.1 Use of the Services is subject to the Client ensuring that it does not, and procuring that its Authorised Users do not, share any Client Information that is prohibited by this Agreement, including any information that:

(a) is from or about children;

(b) includes health, financial, biometrics or other categories of similarly sensitive information (including any information defined as sensitive under applicable law); or

(c) includes financial information for the express purpose of effecting a financial transaction either with CARMA or as enabled by the Services.

7. Liability and indemnification

7.1 CARMA’s aggregate liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation or under any indemnity) shall be as set out in this Clause 7.

7.2 Subject to Clauses 7.3, 7.4 and 7.5, the aggregate liability of Carma under this Agreement shall not exceed an amount equal to the Fees paid to Carma by the Client in the 12-month period immediately preceding the first incident giving rise to any claim under this Agreement.

7.3 Subject to Clause 7.5, CARMA shall not be liable for consequential, indirect or special losses.

7.4 Subject to Clause 7.5, CARMA shall not be liable for any of the following (whether direct or indirect):

(a) loss of profit;

(b) destruction, loss of use or corruption of data;

(d) loss or damage to equipment;

(e) loss of use;

(f) loss of production;

(g) loss of contract;

(h) loss of opportunity;

(i) loss of savings, discount or rebate (whether actual or anticipated); and/or

(j) harm to reputation or loss of goodwill.

7.5 Notwithstanding any other provision of this Agreement, CARMA’s liability shall not be limited in any way in respect of the following:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

7.6 Client agrees to indemnify, defend and hold harmless CARMA against any third party claims, losses, liabilities, damages, costs, or expenses arising from:

(a) Client’s and its Authorised User’s use of the Services in breach of this Agreement; or

(b) Client Information or any content that is uploaded, provided, or used (including third party content submitted through the Services) which infringes or misappropriates a third party’s Intellectual Property Rights or violates applicable laws, including any action brought against CARMA for such use or omission.

7.7 CARMA shall promptly notify Client in writing of the claim and Client shall be solely responsible for the defense of any such third party claims.

7.8 CARMA shall defend any action brought against Client by a third party to the extent that the claim is based on an allegation that our Services, when used in accordance with this Agreement, directly infringe upon the third party’s Intellectual Property Rights. In such cases, CARMA shall indemnify Client against any court-ordered costs and damages or any monetary settlement CARMA agrees to, provided that:

(a) Client promptly notifies CARMA in writing of the claim, including any prior related claims;

(b) CARMA retains sole control over the defense and any settlement negotiations, provided that any settlement releases Client from liability;

(c) Client cooperates reasonably with Client’s defense efforts, including providing access to relevant documents, information, and personnel as needed; and

(d) CARMA shall have no obligation to indemnify Client for any claims related to third-party software provided by Client, as may be specified in the Service Order Form. Any claims brought under this Clause 7.8 must be initiated within one (1) year following the expiration or termination of this Agreement.

8. Services

8.1 Nothing in this Agreement shall restrict CARMA from supplying the Services and any other services which are the same as or similar to the Services to other clients.

8.2 Time of performance shall not be of the essence. CARMA shall use its reasonable endeavours to provide the Services in accordance with any commencement or end dates specified for performance or within a reasonable period of time.

8.3 The Client acknowledges that the Services do not include:

(a) any services, systems or equipment required to access the internet (and that the Client is solely responsible for procuring access to the internet and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges incurred by it in connection with use of the Services);

(b) dedicated data back up or disaster recovery facilities (and the Client should ensure that it maintains backups at all times); or

8.4 CARMA reserves the right to withdraw and/or amend any features of the Services without prior notice, except to the extent otherwise set out in this Agreement, and CARMA accepts no liability, no matter how that may be caused arising from doing so.

9. Obligations

9.1 CARMA agrees to provide, and the Client agrees to pay for the use of, the Services in accordance with this Agreement.

9.2 The Client shall at all times and in all respects:

(a) cooperate with CARMA as CARMA reasonably requires;

(b) perform its obligations in accordance with the terms of this Agreement;

(c) comply (and shall ensure all Authorised Users comply) with all applicable laws, rules, and regulations that apply to the Services (or any part);

(d) pay all Fees due in a timely manner and in accordance with this Agreement;

(e) inform CARMA in a timely manner of any matters (including any health, safety or security requirements) which may affect the Services; and

(f) notify CARMA promptly if it suspects that any third party knows or has gained unauthorised access to or use of any security information.

9.3 Except as may be allowed by any applicable law which is incapable of exclusion and except to the extent expressly permitted under this Agreement, the Client undertakes not to:

(a) modify, merge, translate, decode or otherwise alter the technology related to the Services;

(b) transfer or sublicence, lease or assign other rights to the technology relating to the Services to others or permit or allow others to use the technology in the Services;

(d) alter, adapt, translate, reverse engineer, disassemble or de-compile the technology relating to the Services; or

(e) remove any proprietary notice or labels on or in the technology relating to the Services.

9.4 Client shall promptly inform CARMA of any changes to the scope of the Services. CARMA reserves its right to amend the Fees at any time if there is a change to scope of the Services.

9.5 Client shall not use the Services to post or transmit any material that is threatening, libellous, defamatory, obscene, scandalous, inflammatory or profane, or any other material that is contrary to applicable local, federal, or international laws and regulations. Additionally, Client shall not post or transmit any content that may constitute or encourage unlawful conduct, or any content or material that CARMA may, in its sole discretion reasonably, deem inappropriate or offensive.

9.6 CARMA reserves the right to review or monitor any material stored, transmitted or processed through the Services. CARMA also reserves the right to remove any material that it deems to be inappropriate or violates any applicable laws or regulations. CARMA shall not be required to do so, and under no circumstances shall CARMA assume any responsibility or liability for any material stored, transmitted or processed using the Services.

9.7 Client agrees that it shall not, and shall not permit any person to:

(a) interfere with or violate the legal rights (such as rights of privacy and publicity) of others or violate others’ use or enjoyment of the Services;

(b) attempt to interfere with, disrupt, negatively affect, or inhibit other users from using the Services or otherwise cause damage, disable, overburden or impair the functioning of the Services or CARMA’s servers or any networks connected to any of CARMA’s servers in any manner;

(c) create a false identity for the purpose of misleading or deceiving CARMA, or others, or fraudulently, or otherwise misrepresent to be another person or a representative of another entity including, but not limited to, an Authorised User of the Services or CARMA’s representatives, or fraudulently or otherwise misrepresent that an affiliation with a person, entity or group;

(d) mislead or deceive CARMA, or its representatives, or any third parties who may rely on the information the Client provided, including by providing inaccurate or false information, which includes omissions of information;

(e) disguise the origin of any material transmitted via the Services (whether by forging message/packet headers or otherwise manipulating normal identification information);

(f) violate, infringe or misappropriate any Intellectual Property Rights of any person;

(g) upload or transmit any files that contain viruses;

(h) access any content, area or functionality of the Services that the Client is prohibited or restricted from accessing or attempt to bypass or circumvent measures deployed to prevent or limit the Client’s access to any content, area or functionality of the Services;

(i) obtain unauthorised access to, or interfere with, the performance of the servers which host the Services or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers;

(j) gain unauthorised access to any services or products, other accounts, computer systems, or networks connected to any of CARMA’s servers through hacking, password mining, or any other means;

(k) obtain any materials or information through any means not intentionally made available through the Services;

(l) harvest or otherwise collect, whether aggregated or otherwise, data about others including email addresses and/or distribute or sell such data in any manner;

(m) use any part of the Services other than for its intended purpose;

(n) use any automated means or form of scraping or extracting any data, content or information on the Services unless it is expressly authorised by CARMA;

(o) engage in any act that undermines or compromises the security and integrity of the computer, communication systems, networks, software application, or other computing devices used in connection with the Services;

(p) monitor traffic on the Services;

(q) engage in or promote any activity that violates this Agreement; and

(r) attempt to do any of the foregoing.

9.8 CARMA shall have no liability or obligation with respect to any infringement or misappropriation claim based upon:

(a) any use of the Services not in accordance with this Agreement or for purposes not intended by CARMA;

(b) any use of the Services in combination with other products, equipment, software or data not supplied by CARMA; or

(c) any modification of the Services made by any person other than CARMA where such modification is not authorized by CARMA.

9.9 In no event shall CARMA and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, failure to adhere to applicable laws and regulations, negligence or other tortious action, arising out of or in connection with the use or performance of software, documents, provision of or failure to provide Services, or information available from the Services.

9.10 Furthermore, CARMA shall not be liable:

(a) for any event which was reasonably beyond its control;

(b) for any event and/or omissions permitted by applicable laws;

9.11 Despite careful content control CARMA does not accept responsibility for any externally provided content or for the contents of linked sites which are the responsibility of their own operators.

9.12 Client shall own the Client Information, and Client grants CARMA a non-exclusive, worldwide, terminable and royalty-free license during the Term to use such content (including any third party content submitted by Client through the Services) to the extent necessary to provide the Services to Client pursuant to this Agreement. This license includes the right to access and use such content in the manner permitted by this Agreement.

9.13 If Client provides, as part of its use of the Services or as part of the Client Information which Client submits, stores, posts, publishes or distributes on or through the Services, any photograph or other materials protected by personality or privacy rights, Client specifically agrees that CARMA may use such photograph or other materials for the sole purpose of providing the Services.

9.14 Client understands that CARMA, in performing the required technical steps to provide the Services to Client, CARMA may:

(a) transmit or distribute Client’s content over various public networks and in various media; and

(b) make such changes to Client’s content as are necessary to conform and adapt that content to the technical requirements of connecting networks, social media platforms, devices, services or media. Client agrees that this license shall permit CARMA to take these actions.

9.15 Client acknowledges and agrees that provision of the Services (or particular features within the Services) may be conditioned upon and subject to:

(a) Client giving CARMA appropriate access level to Client’s social media content by providing respective social media platform access permissions; and

(b) Client having appropriate user permissions or roles within the respective social media platform. As a result, when using the Services, Client may be required to grant CARMA certain permissions (through a dedicated permission token or a similar permission mechanism) to allow the Services access specific information and perform the requested actions.

9.16 Client confirms and warrants to CARMA that it has all the rights, power and authority necessary to grant the above license, access and permissions to CARMA. Client may choose to share any ideas, feedback or suggestions regarding the Services (“Feedback”) with CARMA. To the extent Client provides any Feedback to CARMA, Client hereby grants CARMA a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license (with the right to grant sublicenses) to use, make, sell and otherwise exploit in any manner such Feedback without payment of any compensation to Client .

10. NLA Licenses

10.1 CARMA represents and warrants that it holds all necessary and valid NLA licenses and has secured all required permissions to use, reproduce, and distribute content covered by these licenses, in full compliance with applicable copyright laws.

11. Third Party Claims

11.1 Subject to Clause 7, Client is solely responsible for responding to any third party claims regarding the Client’s use of the Services in compliance with applicable laws (including, but not limited to, trademark, patent and copyright infringement).

12. Intellectual Property Rights

12.1 All Background Intellectual Property used in connection with this Agreement shall remain the property of the party who owns it or the third party who licenses it to that party as at the date of this Agreement.

12.2 All Intellectual Property Rights in and to the Services and any Know-how belongs to and shall remain vested in CARMA at all times. To the extent that Client or any person acting on Client’s behalf acquires any Intellectual Property Rights in the Services or any Know-how (in whole or in part), then Client shall assign or procure the assignment of such Intellectual Property Rights and/or Know-how with full title guarantee (including by way of present assignment of future Intellectual Property Rights and/or Know-how) to CARMA or such third party as CARMA may elect. The Client shall execute all such documents and do such things as CARMA may consider necessary.

12.3 Any Foreground Intellectual Property which is developed solely by a party during the term of Service Order Form and shall be the sole property of that party.

12.4 Notwithstanding the above, any Foreground Intellectual Property which is developed (in whole or in part) as a result of or in connection with the Services shall be the sole property of CARMA.

12.5 To the extent any Foreground Intellectual Property is developed by the parties jointly then such Foreground Intellectual Property shall be the sole property of CARMA.

12.6 If Client becomes aware that:

(a) a third party may be infringing any Intellectual Property Rights in either the Foreground Intellectual Property or the Background Intellectual Property; or

(b) proceedings have been commenced or threatened by any third party in which the validity or use of the Foreground Intellectual Property or the Background Intellectual Property is challenged,
Client shall promptly notify CARMA in writing and CARMA shall decide on a course of action for the parties to follow.

12.7 Each party shall sign all such documents as may be required of it to enable the other party to use the Foreground Intellectual Property and Background Intellectual Property in accordance with this Agreement.

12.8 Except for the rights expressly granted under this Agreement, the Client and any Authorised User shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services and/or in the Know-how and no Intellectual Property Rights or Know-how of CARMA shall be transferred or licensed as a result of this Agreement.

13. Payments

13.1 In accordance with a Service Order Form, the following shall apply:

(a) Fees: Client agrees to pay all applicable Fees related to its use of the Services, all of which are described in full on the invoice or as otherwise communicated by CARMA. CARMA may suspend or terminate the Client’s account and/or access to the Services if the Client’s payment is late and/or the Client’s offered payment method (e.g., credit card) cannot be processed. By providing a payment method, the Client expressly authorizes CARMA and/or CARMA’s third-party payment processor to charge the applicable Fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on the particular Services the Client uses;

(b) Invoicing: CARMA will invoice the Client for the Fees in the currency set forth on the applicable Service Order Form. All invoices are payable by the due date as defined in the Service Order Form. The Client will make payments to the entity and address set forth in the invoice or to the bank account set forth in the invoice and/or in any payment mode.

(c) Suspension: If payment for any undisputed amount due under this Agreement remains unpaid for more than ninety (90) days from the due date, CARMA reserves the right to suspend or restrict access to the Services until full payment is received. Prior to suspension, CARMA will provide the Client with written notice of the overdue amount and a final opportunity to cure the non-payment. If payment is not received within a reasonable time after suspension, CARMA may terminate the Services in accordance with this Agreement.

(d) Late Payment: Time of payment is of the essence. Subject to applicable laws and regulations, where sums due are not paid in full by the due date, CARMA may charge the Client interest on late payments on a daily basis at a rate of 3% above the base lending rate in accordance with the Central Bank regulations. The Client shall be responsible for any costs CARMA incurs as a result of the Client’s default on payment. This includes, but is not limited to, court fees, legal fees and any other fees reasonably incurred in enforcing a late payment.

(e) Taxes: The Services do not include tax-related obligations, and the Client is solely responsible for complying with all applicable tax laws. The Client agrees to pay all taxes, assessments, charges, fees, and levies that may be imposed on or applicable to the Client’s use of the Services. This includes, but is not limited to, sales tax, value-added tax (VAT), excise taxes, customs duties, and assessments, along with any associated instalments, interest, fines, or penalties imposed by any governmental authority, whether local, federal, state, provincial, municipal, or foreign (collectively, “Taxes”).

13.2 All applicable Taxes will be invoiced to and paid by the Client unless Client provides CARMA with a valid tax exemption certificate issued by the appropriate taxing authority. If Client is required by law to deduct or withhold any Taxes from payments due to CARAMA, the Client agrees to increase the payment amount as necessary to ensure that, after such deductions or withholdings, CARMA receives the full amount that would have been payable had no such deductions or withholdings occurred.

14. Termination

Termination by CARMA

14.1 Without prejudice to any other remedies or rights CARMA may have, CARMA may terminate this Agreement at any time by providing:

(a) thirty (30) calendar days’ written notice to the Client if Client fails to pay any amounts due to CARMA under this Agreement on the due date; or

(b) sixty (60) calendar days’ written notice to the Client if the Client is in breach of any other obligations under this Agreement and fails to remedy such breach (if remediable) within thirty (30) calendar days of receiving written notice from CARMA specifying the breach.

Termination by Client or CARMA

14.2 Without prejudice to any other remedies or rights either party may have, this Agreement may be terminated by either party with seven (7) calendar days’ written notice if the other party:

(a) becomes insolvent, enters liquidation, administration, or receivership (except for a solvent amalgamation or reorganization);

(b) has a liquidator, administrator, receiver, or similar officer appointed over its assets or business;

(d) experiences any analogous event under applicable law.

Consequences of termination

14.3 Upon termination of this Agreement for any reason:

(a) the Client must immediately cease all use of the Services;

(b) the Client must promptly pay all outstanding invoices due to CARMA;

(c) CARMA shall invoice the Client for all Services performed and supplied but not yet invoiced, and such payment shall be due immediately upon receipt;

(d) within five (5) calendar days, Client must return or destroy (as directed by CARMA) all CARMA materials, proprietary content, or Confidential Information in Client’s possession or control. If Client fails to comply, CARMA may enter Client’s premises and reclaim its property;

(e) the Client remains responsible for any expenditure incurred by CARMA prior to termination, including non-cancellable commitments reasonably entered into for service delivery; and

(f) the accrued rights and liabilities of both parties shall not be affected, including any rights related to breaches of contract or indemnity obligations.

Survival of key provisions

14.4 Termination of this Agreement does not affect provisions that are expressly or by implication intended to survive, including but not limited to:

(a) Clause 12 (Intellectual Property Rights);

(b) Clause 15 (Confidentiality);

(d) Clause 22 (Notices); and

(e) Clause 25 (Governing Law & Jurisdiction).

15. Confidentiality

15.1 Each party undertakes to keep any information that is confidential in nature concerning the other party including, any details of its business, affairs, clients, suppliers, plans or strategy (“Confidential Information”) confidential and that it shall not use or disclose the other party’s Confidential Information to any person, except as permitted by this clause.

15.2 A party may:

(a) disclose any Confidential Information to any of its employees, officers, representatives or advisers (“Representatives”) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that the Client and/or CARMA must ensure that each of their Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause as if it were a party;

(b) disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

15.3 Each party recognises that any breach or threatened breach of this clause ‎15.3 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the Client and CARMA agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

15.4 This clause ‎15.4 shall bind the parties during the term of the Service Order Form and for a period of five years following termination of the Service Order Form.

16. Force Majeure

16.1 Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement which includes, but is not limited to, acts of God; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockdowns or labor disruptions; and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts (“Force Majeure”). The Client’s inability to pay and settle invoices at any given time, shall not constitute Force Majeure.

17. Third Party Service

17.1 Sometimes when the Client uses the Services, the Client may (as a result of or through the Client’s use of the Services) use a service or download a piece of software or purchase goods, which are provided by another person or company. The Client’s use of these other services, software or goods may be subject to separate terms between the Client and the company or person concerned. Irrespective of any legal relationship between the Client and with these other companies or individuals, the Client shall remain responsible for complying with this Agreement when using such third party services, software or goods. If the Client uses third parties’ services, software or goods while using the Services, the Client declares that it acts in compliance with their terms of use. In particular, if the Client uses Facebook, X or YouTube while using the Services or buy Talkwalker services through CARMA, the Client must comply with the applicable:

Facebook: https://www.facebook.com/terms.php

X: https://x.com/en/tos

Talkwalker: https://www.talkwalker.com/terms-of-service

Youtube: https://www.youtube.com/t/terms

18. Marketing

18.1 Unless the Client provides CARMA with written notice to the contrary or of any reasonable restrictions or requirements, the Client agrees that CARMA may disclose that the Client is a client of CARMA and may use the Client’s name(s) and logo(s) in: (a) CARMA’s digital, online, and printed marketing materials (including on CARMA’s websites); and (b) external-facing presentations, including to individual clients and prospects and at trade shows, conferences, and similar events.

19. Passwords and Credentials

19.1 The Client is responsible for maintaining the confidentiality of its CARMA password (if applicable) and any third-party site password (if applicable) (collectively, “Passwords”), and the Client is responsible for all activities that occur using its Passwords. The Client agrees not to share its Passwords, let others access or use its Passwords or do anything else that might jeopardize the security of its Passwords. If the Client becomes aware of any unauthorized use of its Passwords regarding the Services or if the Client knows of any other breach of security in relation to the Services or any of its Passwords is lost or stolen, the Client agrees to immediately notify CARMA.

20. Miscellaneous

20.1 If any part of this Agreement is found to be invalid, unlawful or unenforceable by a court of a competent jurisdiction, such part shall to that extent be severed from the remaining parts of this Agreement which shall not be affected and remain in full force and effect.

20.2 Any failure by CARMA to exercise or enforce any right or provision of the conditions of use shall not constitute a waiver of such right or provision, and CARMA shall still be entitled to use its rights and remedies at a later date or in any other situation where the Client breaches this Agreement.

20.3 CARMA may, at its option, cede, assign, or otherwise transfer any or all of its rights and obligations under this Agreement to any third party or parties at any time.

20.4 This Agreement is provided in English. If CARMA has provided the Client with a translation of the English language version of the Agreement, the Client agrees that the translation is provided only for the Client’s convenience, and that the English language versions of the Agreement will govern the Client’s relationship with CARMA. If there is any contradiction between the English language version of this Agreement and the translation, the English language version shall take precedence.

21. Insurance

21.1 CARMA has and will maintain industry-standard insurance policies. No more than once annually, the Client may request a copy of CARMA’s current insurance certificate showing its existing coverage.

22. Notices

22.1 Any notice to be given under this Agreement shall be:

(a) in writing and in English;

(b) signed by or on behalf of the party giving it except for notices sent by email; and

(c) be sent to the relevant party at the address set out in the relevant invoice or Service Order Form or such other address as that party may from time to time notify to the other party

22.2 Notices may be given, and are deemed received:

(a) by hand: on receipt of a signature at the time of delivery;

(b) by signed for post: at 9.00 am on the second working day after posting; and

22.3 Any change to the contact details of a party as set out in the Agreement shall be notified to the other party and shall be effective on the date specified in the notice as being the date of such change or, if no date is specified, five (5) working days after the notice is deemed to be received.

23. Warranties and Disclaimers

Client warranties

23.1 The Client warrants that:

(a) it has used and shall use its best endeavours to ensure that all aspects of the Services are and will remain free from vulnerabilities or viruses;

(b) it shall ensure that no viruses or similar malicious coding are introduced in any software provided or used by the Client in connection with the Services;

(c) it has the right, power, and authority to enter into this Agreement and grant CARMA the rights (if any) contemplated herein; and

(d) the materials, documents, data, or any other items provided by the Client pursuant to this Agreement do not infringe the Intellectual Property Rights of any third party.

Service Interruptions and Third-Party Content

23.2 The Client acknowledges and agrees that the Services may be subject to delays, interruptions, errors, or other issues resulting from the use of the internet or public electronic communication networks used by the parties or third parties. The Client further acknowledges that such risks are inherent in cloud-based services. CARMA shall have no liability for any such delays, interruptions, or errors.

23.3 The Client acknowledges and agrees that, subject to the approval of X, the Client may receive or post content on X (“X Content”) pursuant to this Agreement. The Client represents that it has read, understand, and agree to be bound by X’s terms of service located at https://X.com/en/tos. CARMA or X may terminate the Client’s access to X Content if CARMA or X reasonably believes that the Client is violating X’s terms of service.

CARMA Warranties

23.4 CARMA warrants that:

(a) the Services shall be provided with reasonable care and skill; and

(b) it has the right, power, and authority to enter into this Agreement and grant the Client the rights (if any) contemplated herein.

Exclusions of Liability

23.5 CARMA shall not be liable under this Agreement, including for any failure of the Services to comply with this Agreement, where such liability arises directly or indirectly, in whole or in part, as a result of:

(a) any acts or omissions by the Client;

(b) a breach by the Client or the Client’s Authorized User of any of its obligations under this Agreement;

(c) any act by a third party (including hacking or the introduction of a virus or malicious code) and/or an event of Force Majeure;

(d) the Client’s use of the Services for any purpose other than their intended purpose;

(e) incorrect operation or misuse of the Services by the Client or any Authorized User;

(f) any design, specification, or requirement imposed by the Client; or

(g) the use of materials, documents, data, or any other content provided by the Client.

Limitations and Disclaimers

23.6 Except as set out in Clause 23.2:

(a) CARMA makes no warranty and gives no representations in relation to the Services; and

(b) all other warranties, conditions, terms, undertakings, or obligations—whether express or implied—including any implied terms under relevant laws, are expressly excluded to the fullest extent permitted by law.

No Guarantees or Additional Liabilities

23.7 The Client acknowledges that no liability or obligation is accepted by CARMA (howsoever arising, whether under contract, tort, negligence, or otherwise) in respect of:

(a) the Services meeting the Client’s individual needs, whether or not such needs have been communicated to CARMA;

(b) the operation of the Services being free from minor errors or defects; or

24. Non-competition and non-solicitation

24.1 CARMA (and/or any of its employees, agents, representatives or Affiliates) shall be free to provide services or engage in any form of activity whether for itself or on behalf of other organisations, companies or individuals who are or are potentially direct competitors of the Client.

24.2 For the avoidance of doubt, and without limiting the generality of Clause 8.1, Carma may:
(a) provide services to other clients who are competing with or having opposing interests to the Client; or
(b) represent or provide services to clients who are involved in or are other parties in potential or actual transactions with the Client.

24.3 Neither the Client nor CARMA shall, while this Agreement is in effect and for a period of six months after termination or expiry of this Agreement, endeavour to entice away, employ or offer to employ any person who is during that period employed by the other party, whether or not the person would commit a breach of their contract of employment by being enticed or accepting employment with either the Client or CARMA.

25. Governing Law and Dispute resolution

25.1 Unless otherwise agreed by the parties in writing, the validity, construction and performance of this Agreement shall be governed by the laws of the jurisdiction as specified in the Local Addendum and/or the Service Order Form.

25.2 The parties shall use all reasonable endeavours to reach a negotiated resolution of any dispute within seven (7) days of such dispute arising. If the dispute has not been resolved, then either party may issue formal legal proceedings and such proceedings shall be subject to the exclusive jurisdiction of the courts as specified in the Local Addendum and/or Service Order Form, for example if the Service Order Form is made by and between the Client and CARMA in the United Arab Emirates, any legal proceedings shall be subject to the courts of the United Arab Emirates.

26. Entire Agreement

26.1 These Terms, the Service Order Form and Local Addendum as applicable to the Services, constitute the entire Agreement between the Client and CARMA for the Client’s use of the Services. Any prior understandings, statements or and agreements (oral or written) (including any prior non-disclosure or confidentiality agreements or similar) do not apply. This Agreement is binding to the Client, CARMA and their permitted successors and assigns. A person who is not a party to this Agreement has no right to enforce any of them.

27. Set-off

27.1 The Client shall pay to CARMA all sums that the Client owes to CARMA under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by applicable law.

These Terms were last revised on February 13^th, 2025.

General Terms & Conditions