Non-Disclosure Agreement and Service Level Agreement

1. Lableb’s Obligations

• A) Services. Lableb will make the Services available to The Client according to one or more online or written ordering documents (each a “Service Order”). The Agreement includes each Service Order incorporating the Agreement.

• B) Personnel and Performance. Lableb will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement. Lableb enters into the Agreement on behalf of itself and its agents.

• C) Documentation. Lableb will make online documentation available at https://lableb.com/doc (the “Documentation”) that describes:
  (a) Lableb software made accessible as part of the Services ("Lableb Software") and (b) usage guides for the Services.

• D) Security Measures. Lableb will maintain administrative, physical, and technical safeguards for the security and integrity of the Services (the “Security Measures”) consistent with industry-standard practices. Lableb will store, process, transmit and disclose electronic data and configurations submitted to the Services at the direction of or on behalf of Client ("Client Data") only according to the Agreement and the Documentation. The Services, independent of Client Data, will not transmit code, files, scripts, agents, or programs intended to do harm, including viruses, worms, time bombs, and Trojan horses ("Malicious Code").

• E) Protection of Client Personal Data. To the extent Lableb processes any Client Personal Data (as defined in the DPA) contained in Client Data on behalf of Client, the terms of the Data Processing Addendum (the "DPA"), which are incorporated herein by reference, will apply and the parties agree to comply with such terms provided, however, that if Client and Lableb have previously entered into a separate General Data Protection, the terms of such existing data processing agreement or addendum will continue to apply unless the parties expressly agree to replace with this DPA by signing this DPA.

2. Client’s Obligations

• A) Client Data. As between Lableb and Client, Client is responsible for Client Data and the provision of Client Data to the Services according to the Agreement.

• B) Personnel and Performance. The client will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement. The Client enters into the Agreement on behalf of its Affiliates that make use of the Services.

• C) Non-Lableb Services. The Client may choose to use services not provided by Lableb ("Non-Lableb Services") with the Services and in doing so grants Lableb permission to interoperate with the Non-Lableb Services as directed by Client or the Non-Lableb Services. Unless specified in a Service Order: (a) Lableb does not warrant or support Non-Lableb Services, (b) as between Lableb and Client, Client assumes all responsibility for the Non-Lableb Services and any disclosure, modification, or deletion of Client Data by the Non-Lableb Services and (c) Lableb shall have no liability for, and Client is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Non-Lableb Services or any change in the ability of Lableb to interoperate with the Non-Lableb Services.

• D) Responsibilities. Client

• (a) shall use the Services in accordance with the Agreement and the applicable Documentation;

• (b) shall be responsible for using commercially reasonable efforts to prevent unauthorized access to or use of the Services;

• (c) shall promptly notify Lableb of any unauthorized access or use of the Services;

• (d) shall not use the Services to store, transmit or display Client Data for fraudulent purposes or in violation of applicable laws and governmental regulations;

• (e) shall not make the Services available to, or use the Services for the benefit of, anyone other than Client’s own personnel or end users;

• (f) shall not use the Services to store, transmit or display Malicious Code;

• (g) shall not interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein;

• (h) shall not attempt to gain unauthorized access to any of Lableb’s datacenters, systems or networks;

• (l) shall not permit direct or indirect access to or use the Services in a way that circumvents a usage or capacity limit of the Services or use the Services to access or use any of Lableb’s intellectual property except as permitted under the Agreement;

• (j) shall not sell, resell, license, sublicense, distribute, redistribute, rent, or lease the Services except as integrated with its own offerings that provide additional functionality to its end users; , shall not copy, modify or create a derivative work of the Services or any part, feature, function, or user interface thereof;

• (k) shall not access the Services or use the Documentation to develop a competitive product or service;

• (l) shall not alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on the Services;

• (m) shall obtain and maintain appropriate equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems and internet access;

• (n) obtain and maintain any required consents necessary to permit the processing of Client Data by Lableb under the Agreement; and

• (o) obtain and maintain any consents necessary to permit the processing by Lableb of the personal information of Client’s personnel that serve as Client’s designated contact for purposes of the Services and the Agreement.

3. Terms and Termination

• A) Term. These Terms will commence at the beginning of the free trial period. The term of a Service Order shall be specified in the Service Order. Service Orders shall renew for successive terms unless either party gives the other at least thirty (30) days’ notice of non-renewal at the end of the applicable term.

• B) Termination for Cause. Client (a) may terminate this Agreement at any time by providing a thirty (30) day notice to Lableb; (b) shall have the right to terminate this Agreement immediately in the following cases:
  If Lableb commits a breach of its obligations hereunder and has failed to remedy such breach within fifteen (15) days as of its receipt of a notification sent by Client to that effect.
  If Lableb is unable to pay its debts as they fall due; suspend making payments on any of its debts; otherwise becomes insolvent; commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness; or makes a general assignment for the benefit of, or composition with, its creditors. If an order is made or an effective resolution is passed for the dissolution or winding up of Lableb.

4. Fees and Payment

• A) The Client will pay all fees specified in Service Orders and provide accurate and updated billing contact information. Minimum commitments in Service Orders are

• (a) based on Services purchased and not actual usage; (b) non-cancelable; and

• (c) cannot be decreased during the specified term. Fees paid for minimum commitments are not refundable. Client’s payments of fees are neither (x) contingent on the delivery of any future functionality or features nor (y) dependent on statements not set forth in the Agreement or any Service Order.

• B) If Client terminates the Agreement in accordance with Section (Termination for Cause), Lableb will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination.

• c) If any amount owing by Client is 30 or more days overdue (or 15 or more days overdue in the case of invoices to be paid by credit card), Lableb may, without limiting any rights and remedies, accelerate Client’s unpaid fee obligations to become immediately due and payable, and block the provision of Services to Client until the overdue amounts are paid in full. Lableb will give Client at least 10 days’ prior notice that its account is overdue, before blocking Services to Client.

• D) If Client has any doubt over the bills raised by Provider then Client shall revert back to Provider within the credit period allowed and such invoices shall not be deemed past due until such discrepancy has been resolved

5. Manner of Giving Notice

Unless otherwise specified herein, any notices served hereunder shall be deemed to be served only if any such notice is served via registered post, or confirmed fax or Lableb documentation.

6. Confidentiality

• A) Confidential Information. “Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Client’s Confidential Information includes the Client Data; Lableb’s Confidential Information includes the Services; and Confidential Information of each party includes but is not limited to the terms and conditions of the Agreement and all Service Orders, including pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection with the Agreement. Confidential Information does not include information that:

• (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party;

• (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party;

• (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation, or

• (d) is at any time independently developed by Receiving Party without the use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.

• B) Protection of Confidential Information. Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents and consultants who:

• (a) need to know the Confidential Information in connection with the purpose of the Agreement and

• (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement. Each party shall (x) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and (y) not use any Confidential Information of the other party for any purpose outside the scope of the Agreement.

7. Government Rights

This Agreement is governed by UAE Law. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of Abu Dhabi in the United Arab Emirates.

8. Assignment and Third Party Rights

Neither party shall be permitted to assign this Agreement and its obligations to any third party without first obtaining the other party’s written consent.

9. Warranties

In addition to its obligations under Section 1 (Lableb’s Obligations), Lableb warrants that during the term of each Service Order that:

• (a) the Services will perform materially in accordance with the applicable Documentation,

• (b) the Services will be provided in accordance with the applicable service level agreement,

• (c) the overall effectiveness of the Security Measures will not be decreased and

• (d) Lableb will not materially decrease the overall functionality of the Services. SLAs do not apply

• (i) to unavailability of Services caused by factors outside of Lableb's reasonable control, including those set forth in Section 10 (Force Majeure);

• (ii) to unavailability of the Services that result from Non-Lableb Services, equipment, and/or software of third parties where such equipment and/or software is not within the control of Lableb;

• (iii) to unavailability of the Services caused by abuse or misuse of the Services (or any component thereof) by Client or Client’s personnel or end-users;

• (iv) to unavailability of the Services caused by use or maintenance of the Services (or any component thereof) by Client in a manner not conforming to the requirements described in the Documentation or in the Agreement;

• (v) to unavailability of the Services caused by modifications to Lableb Software by Client, its personnel or end-users;

• (vi) to unavailability of the Services due to reaching the maximum capacity of the contracted infrastructure.

10. Force Majeure

Except for payment obligations under the Agreement, neither party will be liable for failure to perform or inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control, including, for example, an act of God, natural disaster, act of war or terrorism, riot or civil arrest, labor conditions, governmental action, disruption of telecommunications, failure or delay of internet services providers or internet disturbance, disruption of power or other essential services.

11. Support

Support offering	Free Version	Pro Version	Custom Version
Documentation	Yes	Yes	Yes
Email and website support	Yes	Yes	Yes
Account access and billing questions	Yes	Yes	Yes
Technical questions	No	Yes	Yes
Live chat for implementation support	No	Yes	Yes
Dedicated implementation engineer	No	No	Yes
Support hours	08:00 am to 01:00 am GST 5 days a week	08:00 am to 01:00 am GST 5 days a week	08:00 am to 01:00 am GST 5 days a week

Service Level Agreement

Lableb will provide at least thirty (30) days advance notice for changes to the SLA that affect a Client's Plan by either: (i) sending an email to Client's point of contact for notices; (ii) posting a notice in the Lableb Dashboard; or (iii) posting a notice to the applicable SLA webpage. If a change to the SLA has a material adverse impact on the Client and the Client does not agree to the change, the Client shall have the right to terminate the corresponding service order within thirty (30) days of notice of such change from Lableb.

Guarantees for the availability of the Lableb services

If Lableb does not meet this Service Level Agreement ("SLA"), and if Client meets its obligations under this SLA, Client will be eligible to receive the invoice credits described below. This SLA states the Client's sole and exclusive remedy for any failure by Lableb to meet the SLA.

Invoice credits are calculated as follows:

Credit = (Plan Price × Outage Period Minutes) ÷ Minutes in the applicable service month

Pro Version: Monthly Guaranteed Uptime = 99.95%

Custom Version: Monthly Guaranteed Uptime = 99.95%

Invoice Credits Terms and Conditions:

Credits will be made in the form of a monetary credit applied to future use of the Service. A pending credit does not release a Client from its obligation to pay Lableb invoices submitted for payment in full when due. In order for a Client to be eligible to receive a credit under this SLA, the Customer must use the latest version of Lableb API Clients and ensure that the retry strategy is implemented strictly following the guidelines of Lableb’s REST API documentation located at the following link: https://lableb.com/doc.

Service Credits may not be exchanged for, or converted to, monetary compensation. Service degradation or suspension as a result of a Client's exceeding limits under an applicable Lableb Plan is not considered as an Outage covered by this SLA. Additional conditions apply as defined in Lableb's Terms of Service or Client's subscription agreement.

"Outage Period Minutes" means the search function of the Lableb Services is unavailable.

"Plan Price" means the base monthly subscription fee for the applicable Lableb Plan, exclusive of any fees related to add-ons or excess usage.

"Minutes in the applicable service month" means the base monthly subscription fee for the applicable Lableb Plan, exclusive of any fees related to add-ons or excess usage.