TABBY ADVERTISING TERMS

The following terms, including the: (i) Commercial Terms and; (ii) the Tabby Terms, (collectively, the "Tabby Ads Terms") apply to your use of the Tabby advertising platform services (“Tabby Ads Services”)(such as the self-service advertising interfaces and APIs) for creation, submission and/or delivery of any advertising or other commercial or sponsored activity or content (collectively, "Tabby Ads Interfaces") and any order that you place through the Tabby Ads Interfaces ("Order") to buy adverts on the Tabby websites (“Tabby Ads”).

COMMERCIAL TERMS

1. When you place an Order, you will set out the type of advertising you want to buy, the amount you want to spend (up to your agreed limit) and your bid.

2. You agree to pay all applicable fees and charges that Tabby calculates for your use of the Tabby Ads Services (“Fees”). Fees will be calculated based solely on Tabby’s measurements for the Tabby Ads Services, and on the basis and at the rate set out on your Order submitted through your account ("Rate"), e.g., price per impression, click, other conversion, lead or period, whether with a fixed or automatically optimized bid, whether with daily budget, lifetime pacing, or other budget options.

3. Except as expressly agreed by Tabby in writing, Tabby will determine the size, placement and positioning of your Tabby Ads in accordance with the Rate submitted in your Order.

4. By placing an Order, you authorise us to obtain credit information about you, either when you place an Order or at any time thereafter.

5. You are responsible for maintaining the security of your advertising account with Tabby, and you understand that you will be charged for any Orders placed on or through your advertising account.

6. If you are making direct debit payments, you agree that Tabby can charge you any amount that falls within the Rate you agreed to upon sign-up. Tabby will notify you in advance if any charge exceeds the agreed-upon Rate.

7. You can cancel an Order at any time, but your Tabby Ads may run for 24 hours after you notify us, and you are still responsible for paying the Fees for all Tabby Ads that run.

8. The Fees exclude applicable taxes and levies, including without limitation withholding taxes and VAT set at the following: (i) UAE (5%); and (ii) Kingdom of Saudi Arabia (15%)

9. You are responsible for bearing and remitting any taxes that apply to your transactions. You will indemnify and hold Tabby harmless from and against any claim arising out of your failure to do so.

10. If your payment method fails or your account is past due, Tabby may take additional steps to collect past due Fees. You will pay all expenses associated with such collection, including reasonable legal fees. Past due amounts will accrue a late payment fee set at 1% per month of the outstanding balance or the lawful maximum, whichever is less.

11. Tabby may allow you to purchase Tabby Ads with a “Tabby Ads Balance", which is a pre-paid balance that can be used solely to purchase Tabby Ads. Tabby Ads Balances are only for business or commercial purposes, are non-refundable except where required by Applicable Law. In the event of any refund, Tabby can only refund amounts to the payment card, account, or payment method which was used to create the Tabby Ads Balance amount to be refunded. For the avoidance of doubt, Tabby Ads Balances do not earn interest, are not deposit obligations and are not insured by any compensation or insurance scheme, whether governmental or private.

12. You represent and warrant that you have the authority to enter into and agree to these Tabby Ads Terms. If you are accessing or using the Tabby Ads Services on behalf of a business or third party, you represent and warrant that you have the authority to do so and to bind that business or third party to these Tabby Terms, and your agreement to the Tabby Terms will be treated as their respective agreement. In this event, Tabby may hold you responsible for violations of the Tabby Ads Terms Aby that business or third party, and "you," "your" and "party" as used below will also refer and apply to that business or third party.

TABBY TERMS

1. Tabby Ads

1.1 When serving your Tabby Ads, Tabby will use our best efforts to deliver the Tabby Ads to the audience you specify or to achieve the outcome that you select, although Tabby cannot guarantee in every instance that your Tabby Ads will reach its intended target or achieve the outcome that you select.

1.2 You are responsible for (i) all content submitted by you or on your behalf through the Tabby Ads Services or otherwise to Tabby, including the creatives, text, images, branding, URLs, tags, and pixels that comprise the Tabby Ads and content thereof (ii) all Tabby Ads trafficking or targeting decisions made by or on your behalf, (iii) all content and property to which Tabby Ads direct customers, as well as redirects ("Destinations"), and (iv) all services and products advertised on Destinations ("Advertised Goods").

1.3 Tabby will serve your Ads as inventory becomes available.

1.4 Your Tabby Ads, Destinations, Advertised Goods and use of the Tabby Ads Services must comply with the Tabby Adsvertising Guidelines set out at https://tabby.ai/business/ads-policyand all applicable laws, self-regulatory rules, industry or platform rules and governmental requirements (collectively, "Applicable Law").

1.5 Failure to comply with the requirements of Applicable Law may result in a variety of consequences, including the cancellation of any Oder that you have placed and termination of your account.

1.6 Tabby may reject any Order or reject or remove any Tabby Ads for any reason.

1.7 Tabby may ask you to review and accept supplemental terms that apply to your use of a specific feature or functionality made available through the Tabby Ads Interfaces or as a Tabby Ads Service. To the extent that those supplemental terms conflict with these Tabby Ads Terms, the supplemental terms will govern with respect to your use of the specific feature or functionality to the extent of the conflict.

1.8 Tabby may change or update these Tabby Ads Terms from time to time and you will be required to provide your electronic agreement to such changes in order to continue your use of the Tabby Ads Interfaces.

2. Tabby Ads Services

2.1 You understand that, from time to time, Tabby will run tests on the Tabby Ads Interfaces and related systems, which may affect your use and experience thereof, including campaign performance. You acknowledge and agree that Tabby may test as notified in these Tabby Ads Terms, including to assess formatting, relevance, pricing, reporting, targeting and delivery of the Tabby Ads across the Tabby website.

2.2 Tabby will determine the size, placement and positioning of your Tabby Ads, in accordance with the result of your bid.

2.3 Scheduling of delivery of the Tabby Ads is subject to availability and may not be continuous.

2.4 Tabby do not guarantee the reach or performance that your Tabby Ads will receive, such as the number of people who will see your Tabby Ads or the number of clicks your Tabby Ads will get.

2.5 Tabby cannot control how clicks are generated on your Tabby Ads. Tabby have systems that attempt to detect and filter certain click activity, but Tabby are not responsible for click fraud, technological issues or other potentially invalid click activity that may affect the cost of running Tabby Ads.

2.6 Tabby will provide access to high-level, aggregate analytics that may include user demographic, ad performance and usage information. Your use of this informationis subject to the Data Use Restrictions in clause 5 below.

2.7 Tabby may provide a business, and all those who advertise for the business, with information about the number of Tabby Ads being run for the business across the Tabby website and any applicable restrictions on those Tabby Ads.

2.8 You will not issue any press release or make public statements about your relationship with Tabby without our prior written permission.

3. Licences

3.1 You grant Tabby a non-exclusive, worldwide, transferable, sublicensable royalty free right to use, copy, modify, distribute, publish and process (including the right to edit and make format changes to your content (such as translating or transcribing it, modifying the size, layout or file type or removing metadata) the content you provide that is covered by intellectual property rights (e.g., photos or videos) that you share, post or upload on or in connection with the Tabby Ads Services.

3.2 For any access or use of the Tabby Ads Services, the licence in clause 3.1 applies to content that you or someone on your behalf (such as your agency that places an ad for you or your service provider that manages your content for you) makes available on or in connection with any Tabby Ads.

3.3 You warrant and represent that you own or have secured all rights necessary to grant the licences and rights that you (or someone on your behalf) grant to us under these Tabby Ads Terms and any applicable supplemental terms, including permission to display, distribute and deliver your content within the Tabby Ads.

3.4 Our licence to deliver your Tabby Ads will end when Tabby has completed your Order.

3.5 Notwithstanding the license granted above, you hereby acknowledge and agree that once displayed, Tabby Ads are public information and may be re-shared and accessed outside of the targeted audience (including from the Tabby website or any other source running the Tabby Ads.

4. Compliance

4.1 You represent and warrant that your access or use of the Tabby Ads Services shall be solely for business or commercial purposes and shall comply with all Applicable Law.

4.2 You further represent that you will restrict access to your content in accordance with all Applicable Laws, rules and regulations, if and where required.

4.3 You consent that Tabby may disclose your advertising content, and all information associated with your advertising, to a governmental entity or body if such disclosure is required as part of a lawful investigation.

5. Data Restrictions

5.1 You may not send to Tabby, or use Tabby Ads to collect from people, information that: (i) is prohibited from being collected under Applicable Law; (ii) you know or reasonably should know is from a minor; (iii) includes health, financial, biometrics or other categories of similarly sensitive information (including any information defined as sensitive under Applicable Law), except in cases where you are sending financial information for the express purpose of effecting a financial transaction either with Tabby or as enabled by a Tabby Ads.

6. Liability

6.1 You agree that Tabby are not responsible for the actions, services, content or data of third parties, and you release us, our directors, officers, employees and agents from any claims and damages, known or unknown, arising out of or in any way connected with any claim that you have against any such third parties.

6.2 TABBY AND ITS AFFILIATES MAKE NO REPRESENTATION OR WARRANTY ABOUT THE TABBY Ad INTERFACES, TABBY ADS, OR THE TABBY WEBSITES, INCLUDING ANY REPRESENTATION THAT THESE WILL BE UNINTERRUPTED OR ERROR-FREE, AND TABBY PROVIDES THE TABBY SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER LAW, TABBY AND ITS AFFILIATES DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.3 TABBY INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

6.4 TABBY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE TABBY SERVICES OR UNDER THESE THE TABBY TERMS WILL NOT EXCEED THE LESSER OF ONE THOUSAND DOLLARS (USD 1,000) OR THE AMOUNT OF FEES THAT YOU HAVE PAID TO TABBY IN THE FIRST SIX (6) MONTHS FROM THE DATE OF THE RELEVANT ORDER.

6.5 The limitations of liability in this clause 6 are part of the basis of the bargain between you and Tabby and shall apply to all claims of liability (e.g., warranty, tort, negligence, contract and law) even if Tabby or its affiliates have been told of the possibility of any such damage, and even if these remedies fail their essential purpose.

6.6 These limitations of liability do not apply to liability for death or personal injury or for fraud, gross negligence or intentional misconduct, or in cases of negligence where a material obligation has been breached.

7. Term and Termination

7.1 The Tabby Terms will apply to each relevant Order.

7.2 Tabby may terminate the Tabby Terms at any time upon notice to you. On termination, you lose the right to access or use the Tabby Ads Interfaces, any Order will be cancelled and any Tabby Ads will be removed from the Tabby website.

7.3 All provisions of the Tabby terms which are designed to survive, will remain in force and valid post termination, including: clause 1 (of the Commercial Terms), clauses 6,7,8,9,10 and 11 of the Tabby Terms

7.4 Any Fee amounts owed by you prior to termination must be paid within ten (10) business days of the date of termination.

8. Third-party claims

8.1 If anyone brings a claim, cause of action or dispute against Tabby related to the Tabby Services, a Tabby Ads, or your use of the Tabby Ads Interfaces, you agree to indemnify and hold Tabby, our affiliates directors, officers, employees and agents harmless from and against any and all damages, losses and expenses of any kind (including reasonable legal fees and costs) related to any such claim, cause of action or dispute.

9. Force Majeure

9.1 Neither you nor Tabby shall be liable to one another for any delay or non-performance of our obligations under these Tabby Ads Terms (except for the obligation to pay the Fees) arising from any cause or causes beyond our reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion and civil commotion ("Force Majeure Event"). Subject to either one of us promptly notifying the other in writing of the cause of the delay or non-performance and the likely duration of the delay or non-performance, and provided the affected party uses its reasonable endeavours to limit the effect of that delay or non-performance on the other party, the performance of the affected party's obligations, to the extent affected by the Force Majeure Event, shall be suspended during the period that the Force Majeure Event persists.

9.2 If performance is not resumed within fourteen (14) days after that notice the other party may terminate these Tabby Ads Terms immediately by written notice to the affected party (such termination to be effective upon deemed receipt of such notice).

10. General

10.1 No partnership or agency Nothing in these Tabby Ads Terms shall be deemed to constitute a partnership between the Parties, nor constitute either party the agent of the other party for any purpose.

10.2 Waiver The rights of each party under these Tabby Ads Terms: (i) may be exercised as often as necessary; (ii) are cumulative and not exclusive of rights or remedies provided by law; and (iii)may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right.

10.3 Severability If any term of these Tabby Ads Terms is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect: (i) the legality, validity or enforceability in that jurisdiction of any other term of these Tabby Ads Terms; or (ii) the legality, validity or enforceability in other jurisdictions of that or any other provision of these Tabby Ads Terms.

10.4 Further assurance Each party undertakes, at the request and cost and expense of the other party, to sign all documents and to do all other acts, which may be necessary to give full effect to these Tabby Ads Terms.

10.5 Language. Any notice given in connection with these Tabby Ads Terms must be in English.

10.6 Third party rights Save as expressly set out in these Tabby Ads Terms, a person who is not a party to these Tabby Ads Terms may not enforce any of its terms.

10.7 Whole agreement The Tabby Ads Terms, the documents referred to in it and any agreements relating to these Tabby Ads Terms contain the whole agreement between the Parties contemplated by these Tabby Ads Terms and supersedes all previous agreements between the Parties. By entering into these Tabby Ads Terms, you agree you have not relied on any representation, warranty, collateral contract or other assurance (except those set out in these Tabby Ads Terms and the documents referred to in it and any other entered into on the date of these Tabby Ads Terms between the Parties) made by or on behalf of any other party before the date of these Tabby Ads Terms.

10.8 Notices. All notices and other communications required by these Tabby Ads Terms to be in writing must be sent to the recipient by email to the email address as a party may notify the other party in writing.

10.9 All of Tabby’s rights and obligations under these Tabby Ads Terms are freely assignable or transferable by Tabby in connection with a merger, acquisition or sale of assets, or by operation of law or otherwise.

10.10 Nothing in these Tabby Ads Terms or any applicable supplemental terms will prevent Tabby from complying with Applicable Law.

11. Governing Law and Jurisdiction.

11.1 The Tabby Ads Terms are governed by and will be construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai.

11.2 Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the United Arab Emirates and waives any right to object to any proceedings being brought in those courts.