FORTIS SOFTWARE TERMS AND CONDITIONS

Last Updated: May 2025

PLEASE READ THESE TERMS CAREFULLY. This Agreement governs your use of the Fortis Software and Services. By executing an Order Form referencing these Terms,or by accessing or using the Software (including any Free Trial), you agree to bebound by this Agreement.

This Software Terms and Conditions document (the "Terms"), together with the applicable Order Form and any documents referenced here in (including the Fortis Data Privacy Notice), forms a legally binding agreement (the "Agreement") between:

Fortis MENA Digital Solutions LLC, a company incorporated and registered in the UAE,with its registered oIice at in at One Central, OIice 304/305, The OIices, iSpace Multispace OIices, Dubai, UAE, Dubai, United Arab Emirates and company registration number 1376626 ("Fortis," "we," "us," or "our"), and

The entity identified as the customer in the applicable Order Form ("Customer," "you," or"your").

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

1. DEFINITION

Capitalized terms used herein shall have the meanings set forth below or as defined elsewhere in this Agreement:

"Account" means the online account created by or for the Customer to access andmanage the Software.

"Affiiate" means any entity that directly or indirectly controls, is controlled by, or isunder common control with the subject entity. "Control," for purposes of this definition,means direct or indirect ownership or control of more than 50% of the voting interests ofthe subject entity.

"Agreement" means these Terms, together with any applicable Order Form(s) anddocuments incorporated by reference (like the Data Privacy Notice).

"Confidential Information" means all information disclosed by one party ("DisclosingParty") to the other party ("Receiving Party"), whether orally or in writing, designated asconfidential or that reasonably should be understood to be confidential given the natureof the information and circumstances of disclosure. Fortis Confidential Information includes the Software and Fortis Property; Customer Confidential Information includes Customer Data. Exclusions include information that is: (a) publicly known without breach of this Agreement; (b) known to the Receiving Party prior to disclosure; (c)received from a third party without breach of any obligation owed to the Disclosing Party; or (d) independently developed by the Receiving Party.

"Customer Data" means all electronic data, information, or material submitted by or forthe Customer to the Software or collected and processed by or for the Customer usingthe Software, excluding Fortis Property.

"Data Privacy Notice" means Fortis's data privacy notice applicable to the use of theSoftware and Website, available at [Insert Link to Data Privacy Notice], as updated fromtime to time.

"Documentation" means the oIicial user guides, manuals, and technical documentation relating to the Software provided by Fortis.

"Fees" means the subscription fees and any other charges specified in the applicable Order Form payable by Customer to Fortis.

"Fortis Property" means the Software, Documentation, Fortis's technology, platforms,know-how, methodologies, algorithms, usage metrics related to the Software, feedback provided by the Customer, and all associated Intellectual Property Rights.

"Free Trial" means temporary access to the Software provided by Fortis free of chargefor evaluation purposes, as may be specified in an Order Form or separate trialagreement.

"Initial Term" means the initial duration of the paid subscription specified in theapplicable Order Form.

"Intellectual Property Rights" means patents, utility models, rights to inventions,copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, good will and the right to sue for passingoI or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets),and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted,renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the futurein any part of the world.

"Order Form" means the Fortis ordering document(s) or online order executed by both parties or confirmed by Fortis (including any issued for a Renewal Term) that specify the Software subscription purchased, the Subscription Term, the applicable Usage Metric(s) and quantities, Fees, payment terms, and other commercial details,incorporating these Terms by reference.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable UAE data protection laws.

"POS Device" means a specific point-of-sale terminal or computing device. If the Usage Metric specified in the Order Form is "per POS Device", this term defines the licensed unit.

"Renewal Term" means each subsequent renewal period of the paid subscription following the Initial Term or a previous Renewal Term.

"Software" means the Fortis point-of-sale (POS) and customer relationship management (CRM) software platform provided as a service, including any related components, APIs, updates, and modifications made available by Fortis under this Agreement.

"Subscription Term" means the Initial Term together with all Renewal Terms during which the Customer is authorized to use the Software under a paid subscription.

"Taxes" means any taxes, levies, duties, or similar governmental assessments, includingvalue-added, sales, use, or with holding taxes, assessable by any jurisdiction.

"Usage Metric(s)" means the unit(s) by which the Software license is measured,quantified, and limited, as explicitly defined in the applicable Order Form (e.g., per POS Device, per named user, per concurrent user, per location, per transaction volume,etc.).

2. LICENSE GRANT AND USE OF SOFTWARE

2.1. License Grant: Conditioned upon compliance with this Agreement and payment of all applicable Fees, Fortis grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 14.4), non-sublicensable, revocable license during the Subscription Term (or Free Trial period) to access and use the Software solely for Customer's internal business operations, strictly in accordance with the Documentation and the Usage Metrics specified in the applicable Order Form.

2.2. License Scope and Usage Limits: Customer's access and use of the Software is limited to the scope, quantities, and Usage Metrics specified in the applicable Order Form. Usage exceeding these limits may require the purchase of additional license capacity and incur additional Fees.

2.3. Free Trial: If Fortis provides a Free Trial, Customer may use the Software solely for internal evaluation purposes during the specified trial period, subject to the terms of this Agreement. Free Trials are provided "AS IS" without warranty or support. Data entered during a Free Trial may be permanently deleted unless a paid subscription is purchased before the trial ends. Fortis may terminate a Free Trial at any time for any reason.

2.4. Use Restrictions: Customer shall not, directly or indirectly, and shall not permit any third party to: (a) sublicense, sell, resell, rent, lease, distribute, market, or otherwise commercially exploit the Software or make it available to anyone other than authorized users within the defined scope; (b) use the Software in violation of applicable laws or regulations; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software; (d) modify, translate, or create derivative works based on the Software; (e) remove or obscure any proprietary notices or labels on the Software or Documentation; (f) use the Software to build a competitive product or service; (g) interfere with or disrupt the integrity or performance of the Software or its infrastructure; or (h) attempt to gain unauthorized access to the Software or its related systems or networks.

3. ACCOUNT MANAGEMENT & SECURITY

3.1. Account Registration: Customer must provide accurate, current, and complete information during the Account registration process and keep its Account information updated.

3.2. Customer Responsibilities: Customer is responsible for: (a) maintaining the confidentiality of its Account credentials; (b) all activities that occur under its Account(s); (c) ensuring its users comply with this Agreement; (d) promptly notifying Fortis of any unauthorized use or security breach related to its Account. Fortis is not liable for losses caused by Customer's failure to maintain the security of its Account credentials.

4. FEES AND PAYMENT

4.1. Fees: Customer shall pay all Fees specified in the relevant Order Form(s). Fees are based on subscriptions purchased according to the Usage Metrics, not actual usage, and are non-refundable except as expressly provided herein. Subscription quantities purchased cannot be decreased during the Subscription Term.

4.2. Invoicing and Payment: Fees will be invoiced in advance and otherwise in accordance with the applicable Order Form. Unless otherwise stated, invoiced amounts are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information and notifying Fortis of any changes.

4.3. Late Payments: Overdue Fees may accrue late interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.4. Suspension for Non-Payment: If Fees are overdue by more than [Number, e.g., 15] days, Fortis may, after providing at least [Number, e.g., 7] days' prior written notice, suspend Customer's access to the Software until all overdue amounts are paid in full.

4.5. Taxes: Fees are exclusive of Taxes. Customer is responsible for paying all Taxes associated with its purchases. If Fortis is legally obligated to pay or collect Taxes for which Customer is responsible, the amount will be invoiced to and paid by Customer, unless Customer provides a valid tax exemption certificate. If withholding Taxes are required by law, Customer will pay such additional amounts as necessary so that the net amount received by Fortis equals the Fees otherwise payable.

5. TERM, RENEWAL, AND TERMINATION

5.1. Initial Subscription Term: The Initial Term of the paid subscription is specified in the Order Form.

5.2. Renewal Following Free Trial: If Customer starts with a Free Trial, the Agreement shall automatically convert into a paid subscription for an Initial Term (as defined in the corresponding Order Form, or if not specified, for one year) upon the expiration of the Free Trial period, unless either Party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the Free Trial term. Such renewal is subject to the Fees specified in the Order Form or Fortis's then-current list prices.

5.3. Renewal of Paid Subscription Term: Following the Initial Term or any Renewal Term, the applicable Software subscription under this Agreement shall automatically renew for a subsequent period equal to the preceding term (each a "Renewal Term"). Fortis will provide the Customer with prior written notice at least thirty (30) days before the start date of such Renewal Term. Any such renewal shall be against the then-applicable list price or the Fee quoted by Fortis in the Order Form issued by Fortis for such Renewal Term. The Initial Term and all Renewal Terms are collectively the "Subscription Term". (Note: Renewal pricing is based on list price or a specific Fortis quote for the renewal term).

5.4. Termination for Cause: Either party may terminate this Agreement for cause: (a) upon thirty (30) days' written notice of a material breach if such breach remains uncured at the expiration of such period; or (b) immediately if the other party becomes insolvent, files for bankruptcy, or undergoes a similar proceeding. Fortis may also terminate for cause if Fees remain unpaid [Number, e.g., 30] days after the due date.

5.5. EIect of Termination: Upon termination or expiration: (a) all licenses granted hereunder terminate immediately; (b) Customer must cease all use of the Software; (c) Customer must pay any unpaid Fees accrued prior to termination; (d) each party will, upon request, return or destroy the other's Confidential Information. Fortis may delete Customer Data according to its data retention policies after termination. ‍ 5.6. Survival: Sections 1, 4, 5.5, 5.6, 8, 9, 10, 11.2, 12, 13, and 14 shall survive termination or expiration of this Agreement.

6. SERVICE AVAILABILITY AND SUPPORT

‍ 6.1. Availability: Fortis will use commercially reasonable eIorts to make the Software available 24/7, except for: (a) planned downtime (with advance notice where practicable);
(b) emergency maintenance; or
(c) unavailability caused by factors beyond Fortis's reasonable control (Force Majeure Events, see Section 14.9).

6.2. Support:

• Fortis provides standard technical support during Monday to Saturday 9 AM - 9 PM UAE via designated channels (support@fortis.world and dedicated chat (Whatsapp) at +971 52-480-5486.
• Response time targets may be communicated but are not guaranteed unless specified in a separate Service Level Agreement (SLA), if purchased. Support excludes issues arising from Customer's misuse or non-Fortis systems.

6.3. Downtime Disclaimer: Customer acknowledges potential interruptions and agrees Fortis is not liable for losses resulting from downtime, except as expressly provided in an applicable SLA.

7. CUSTOMER DATA AND RESPONSIBILITIES

7.1. Customer Data Ownership: Customer retains all ownership rights in and to Customer Data.

7.2. License to Fortis: Customer grants Fortis and its AIiliates a worldwide, limited- term, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide, maintain, and improve the Software and related services in accordance with this Agreement and the Data Privacy Notice.

7.3. Customer Responsibilities: Customer is solely responsible for: (a) the accuracy, quality, legality, and integrity of Customer Data; (b) ensuring Customer Data and its use of the Software comply with all applicable laws, regulations (including data privacy laws), and third-party rights; (c) obtaining all necessary consents and permissions for Fortis to process Customer Data as contemplated herein; (d) implementing and maintaining backups of Customer Data.

8. DATA PRIVACY

Fortis's handling of Personal Data is described in the Data Privacy Notice at https://fortis.world/wpcontent/themes/fortis/assets/files/privacy-policy.pdf Both parties agree to comply with applicable data protection laws, including the UAE PDPL, concerning the processing of Personal Data under this Agreement. Customer confirms it has the necessary rights to permit Fortis to process Personal Data contained within Customer Data according to this Agreement. ‍

9. INTELLECTUAL PROPERTY RIGHTS

9.1. Fortis Property: Fortis owns all right, title, and interest, including all Intellectual Property Rights, in and to the Fortis Property. No rights are granted to Customer hereunder other than the limited license expressly set forth in Section 2.1.

9.2. Feedback: If Customer provides any suggestions, ideas, enhancement requests, or other feedback ("Feedback") to Fortis, Customer grants Fortis a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, incorporate, and exploit such Feedback for any purpose without restriction or obligation.

10. CONFIDENTIALITY

10.1. Obligation: Each Receiving Party agrees to: (a) protect the Disclosing Party's Confidential Information using the same degree of care it uses for its own similar information (but no less than reasonable care); (b) not use Confidential Information for any purpose outside the scope of this Agreement; (c) limit access to Confidential Information to its employees, contractors, and agents who need access for purposes consistent with this Agreement and are bound by confidentiality obligations no less restrictive than those herein.

10.2. Compelled Disclosure: A Receiving Party may disclose Confidential Information if legally compelled, provided it gives the Disclosing Party prior notice (where legally permitted) and reasonable assistance, at the Disclosing Party's cost, to contest or limit the disclosure.

11. WARRANTIES AND DISCLAIMERS

11.1. Mutual Warranties: Each party warrants it has the legal power and authority to enter into this Agreement. 11.2. DISCLAIMERS: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORTIS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FORTIS DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET CUSTOMER'S REQUIREMENTS, OR THAT DATA WILL BE ACCURATE OR RELIABLE. CUSTOMER ACKNOWLEDGES THAT FORTIS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH FACILITIES.

12. INDEMNIFICATION

‍ 12.1. By Fortis: Fortis will defend Customer against third-party claims alleging that Customer's use of the Software (as permitted herein) infringes a UAE-registered patent or copyright and will pay damages finally awarded or settlement amounts approved by Fortis. This obligation does not apply if the claim arises from: (a) use in combination with non-Fortis products/services; (b) modifications not made by Fortis; (c) Customer's breach of this Agreement; (d) use of a non-current version if infringement could be avoided by using the current version. If an infringement claim occurs, Fortis may (at its option): (i) procure the right for Customer to continue using the Software; (ii) replace or modify it to be non-infringing; or (iii) terminate the subscription and refund prepaid, unused Fees.

12.2. By Customer: Customer will defend Fortis against third-party claims arising from: (a) Customer Data (including infringement or privacy violations); (b) Customer's use of the Software in violation of this Agreement or applicable law; or (c) Customer's products or services oIered using the Software. Customer will pay damages finally awarded or settlement amounts approved by Customer.

12.3. Procedure: The indemnified party must promptly notify the indemnifying party of the claim, grant sole control over defense and settlement, and provide reasonable cooperation.

13. LIMITATION OF LIABILITY

13.1. EXCLUSION OF INDIRECT DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. LIMITATION OF DIRECT DAMAGES: EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO FORTIS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3. EXCLUSIONS: THE LIMITATIONS IN SECTIONS 13.1 AND 13.2 SHALL NOT APPLY TO: (a) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (b) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (c) LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (d) LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR (e) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

14. THIRD-PARTY PAYMENT PROVIDER DEPENDENCIES & REQUIREMENTS

14.1. Acknowledgement of Dependency: Customer acknowledges and agrees that certain features or functionalities of the Software, particularly those enabling or related to the processing of electronic payments, payment acceptance, transaction settlement, or related financial services ("Payment Features"), may integrate with, rely upon, or require access to systems, networks, applications, or services provided by independent third-party payment service providers, payment gateways, acquiring banks, or similar financial institutions (collectively, "PSPs"). Examples of such PSPs may include, by way of example, Network International, Magnati, or others selected or supported by Fortis or required by the Customer.

14.2. PSP Terms and Compliance: Access to and continuous use of such Payment Features through the Software is strictly contingent upon the Customer: • Establishing and maintaining, where necessary, a direct contractual relationship, account, and good standing with the relevant PSP(s) chosen or required for the desired Payment Features; and • Fully adhering to all applicable agreements, terms of service, policies, operational procedures, technical requirements, and compliance mandates imposed by such PSP(s).

14.3. PSP Onboarding and Verification: Customer understands that compliance with PSP requirements typically includes, without limitation, undergoing and successfully completing mandatory verification processes such as Know Your Customer (KYC), Know Your Business (KYB), Anti-Money Laundering (AML) checks, business underwriting reviews, security assessments, and any other onboarding or ongoing due diligence procedures required by the PSP, its partners, or applicable financial laws and regulations.

14.4. Customer Responsibility & Fortis Disclaimer: Customer is solely responsible for understanding, agreeing to, and complying with all requirements of its chosen or required PSP(s). Fortis is not a party to any agreement between the Customer and any PSP. Fortis makes no representations, warranties, or endorsements regarding any PSP or its services and expressly disclaims all liability and responsibility for the acts, omissions, performance, availability, security, compliance processes, fees, or data handling practices of any PSP. Any issues related solely to the PSP's services or requirements must be resolved directly between the Customer and the PSP.

14.5. Impact of Non-Compliance: Failure by the Customer to establish or maintain its necessary relationship(s) with PSPs, or failure to comply with any PSP requirements (including onboarding, compliance, or technical mandates), may prevent or disrupt the Customer's ability to access or utilize the related Payment Features within the Software. Fortis shall have no liability whatsoever for any inability of the Customer to use Payment Features due to such circumstances originating from the PSP or the Customer's non- compliance with PSP requirements.

GENERAL PROVISIONS

15.1. Governing Law & Jurisdiction: This Agreement is governed by the Federal Laws of the United Arab Emirates as applied in the Emirate of Dubai. The parties irrevocably submit to the exclusive jurisdiction of the Courts of Dubai, UAE for any disputes arising hereunder. (Adjust if Fortis is in a specific Free Zone like DIFC/ADGM).

15.2. Notices: Notices must be in writing and sent to the addresses on the Order Form (for Customer) or to Fortis's registered address [Insert Fortis Legal Notice Address, UAE] with a copy to legal@fortis.world (for Fortis). Notices are deemed given upon personal delivery, five days after sending by certified mail, or one day after sending by reputable overnight courier or confirmed email (except for notices of termination or indemnity claims, which require confirmed delivery).

15.3. Relationship: The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.

15.4. Assignment: Neither party may assign this Agreement without the other's prior written consent (not unreasonably withheld), except Fortis may assign it without consent to an AIiliate or in connection with a merger, acquisition, or sale of substantially all its assets.

15.5. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior communications, representations, or agreements, oral or written. Any conflicting or additional terms in purchase orders or other Customer documents are void.

15.6. Amendments: Fortis may modify these Terms by providing Customer at least thirty (30) days' notice (e.g., via email or in-app notification). Modifications become eIective upon the start of the next Renewal Term following notice. If Customer objects to material changes, its sole remedy is to not renew the subscription. Except as stated herein, other amendments require a written instrument signed by both parties.

15.7. Waiver: No failure or delay by either party to exercise any right constitutes a waiver of that right. Waivers must be in writing.

15.8. Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force and eIect. The invalid provision will be modified to the extent necessary to render it enforceable while preserving the parties' original intent.

15.9. Force Majeure: Neither party is liable for delay or failure to perform (excluding payment obligations) due to causes beyond its reasonable control, such as acts of God, government actions, natural disasters, pandemics, cyber-attacks, or internet service failures ("Force Majeure Event").

15.10. Publicity: Fortis may use Customer's name and logo in its standard marketing materials and customer lists, subject to Customer's reasonable brand guidelines provided in writing.

15.11. Compliance with Laws: Each party agrees to comply with all applicable laws and regulations in its performance of this Agreement.

15.12. Execution: This Agreement may be executed electronically and in counterparts. Electronic signatures shall be deemed valid and binding in accordance with applicable UAE laws.