Terms of Service

By placing an order, clicking to accept this Agreement, or using or accessing any Wasla Service or related services, you agree to all the terms and conditions of this Terms of Service Agreement ("Agreement"). If you are using an Wasla Service or related services on behalf of a company or other entity, then "Customer" or "you" means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement and each Order Form is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement. Please note that we may modify this Agreement as further described in the amendments section below, so you should make sure to check this page from time to time. This Agreement includes any Order Forms and Service-Specific Terms (as defined below) as well as any policies or exhibits linked to or referenced herein.

This Agreement is effective as of December 1, 2024.

1. Overview of the Wasla Platform

Wasla provides a suite of products that allows subscribers to manage listings, reviews, posts and analyze location-based intelligence and Customer insights in real-time and from a single platform. To accomplish this, customers must sign up to the Wasla platform, and then use the tools within the applicable Wasla Service. Based on these selections, variations of Customer Properties are presented to Visitors. The Service-Specific Terms and the applicable Documentation provide additional details about each Wasla Service.

2. Definitions

2.1 "Add-On" means integrations, applications, and other add-ons that are used with the Wasla Service.

2.2 "Affiliate" means any entity which is controlled by, in control of, or is under common control with a party to this Agreement, where "control" means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.

2.3 "Aggregate/Anonymous Data" means: (i) data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to Customer or its Visitors; and (ii) learnings, logs, and data regarding use of the Wasla Service.

2.4 "Authorized Users" means Customer's employees and contractors (such as media agencies or marketing consultants) who are acting for Customer's benefit and on its behalf.

2.5 "Confidential Information" means code, inventions, know-how, product plans, inventions, and technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

2.6 "Content" means text, images, videos or other content for the Customer Property that Customer selects for use with the Wasla Service. This Content becomes public on the Customer Properties, so Customer should only provide Content that it wishes others to see.

2.7 "Customer Apps" means the applications (such as for mobile device platforms or OTT devices) expressly identified in the applicable Order Form.

2.8 "Customer Data" means: (i) Content; (ii) Submitted Data; (iii) Visitor Data; and (iv) any other Customer Data specified in the Service-Specific Terms.

2.9 "Customer Property or Properties" means: (i) Customer Sites; (ii) Customer Apps; or (iii) other types of platforms or properties (as may be supported by Wasla) specified in the applicable Order Form.

2.10 "Customer Sites" means the web domains expressly identified in the applicable Order Form.

2.11 "Documentation" means the end user technical documentation created by Wasla and provided with the Wasla Service.

2.12 "Wasla Code" means the code developed and provided by Wasla to Customer for use in connection with the Wasla Service, which may include Wasla's JavaScript code, SDK(s) and Add-Ons developed and provided by Wasla.

2.13 "Wasla Service" means the specific proprietary software-as-a-service product(s) of Wasla specified in Customer's Order Form, including any related Wasla Code and Documentation, and excluding any Third-Party Products.

2.14 "Wasla Technology" means the Wasla Service, any and all related or underlying documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the Wasla Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback.

2.15 "Order Form" means any Wasla ordering documentation or online sign-up or subscription flow that references this Agreement.

2.16 "Regulated Data" means: (i) any personally identifiable information (other than personal information about Authorized Users); (ii) any patient, medical, or other protected or regulated health information; or (iii) any government IDs, financial information (including bank account or payment card numbers), or any other information subject to regulation or protection under specific laws or regulations.

2.17 "Scope of Use" means the usage limits or other scope of use descriptions for the Wasla Service included in the applicable Order Form or Documentation.

2.18 "Service-Specific Terms" means the additional or different terms and conditions (if any) specific to an Wasla Service or other Wasla products, features, services or subscription plans.

2.19 "Submitted Data" means data uploaded, inputted or otherwise submitted by Customer to the Wasla Service, including Third-Party Content.

2.20 "Subscription Term" means the initial term for the subscription to the applicable Wasla Service, as specified on Customer's Order Form(s), and each subsequent renewal term (if any).

2.21 "Third-Party Content" means content, data or other materials that Customer provides to the Wasla Service from its third-party data providers, including through Add-Ons used by Customer.

2.22 "Third-Party Product" means any applications, integrations, software, code, online services, systems, other products, and Add-Ons not developed by Wasla.

2.23 "Virus" means a virus, Trojan horse, or worm that is designed to harm, disrupt or interfere with computers, software or hardware and detectable using commercially reasonable procedures.

2.24 "Visitor" means any end user of a Customer Property.

2.25 "Visitor Data" means the data concerning the characteristics and activities of Visitors on the Customer Properties collected for Customer by the Wasla Service, including any data specified in the Service-Specific Terms.

3. Account Registration and Use

Customers and its Authorized Users may need to register for an Wasla account in order to place orders or to access or receive an Wasla Service. Account information must be accurate, current, and complete, and will be governed by Wasla's Privacy Policy. Customers agree to keep this information up-to-date so that Wasla may send notices, statements, and other information by email or through Customer's account. Customer must ensure that any user IDs, passwords, and other access credentials (such as API tokens) for the Wasla Service are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person's access to its account and any Wasla Service. Customers will be responsible for any and all actions taken using its and its users' accounts, passwords or access credentials. Customers must notify Wasla immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others.

4. Use Rights

4.1 Use of Wasla Services. Subject to all the terms and conditions of this Agreement, Wasla grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Subscription Term to access and use the Wasla Service(s) designated on Customer's Order Form solely for Customer's internal business purposes, but only in accordance with this Agreement (including without limitation any applicable Service-Specific Terms), the Documentation, and all applicable Scope of Use descriptions.

4.2 Use by Others. Customer may permit its Authorized Users to use the Wasla Service, provided their use is for Customer's benefit only and remains in compliance with this Agreement. Customers will be responsible and liable for all Authorized Users' use and access and their compliance with the terms and conditions of this Agreement.

4.3 General Restrictions. Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Wasla Service to a third party; (ii) incorporate the Wasla Service with, or use it with or to provide, any site, product, or service, other than on Customer Properties owned-and-operated by Customer; (iii) publicly disseminate information regarding the performance of the Wasla Service; (iv) modify or create a derivative work of the Wasla Service or any portion of it; (v) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code; (vi) break or circumvent any security measures, rate limits, or usage tracking of the Wasla Service; (vii) distribute any portion of the Wasla Service other than the Wasla Code installed in Customer Properties; (viii) access the Wasla Service for the purpose of building a competitive product or service or copying its features or user interface; (ix) use the Wasla Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Wasla's prior written consent; or (x) remove or obscure any proprietary or other notices contained in the Wasla Service.

4.4 Beta Releases and Free Access Subscriptions. Wasla may provide Customer with an Wasla Service or Wasla Code for free or on a trial basis ("Free Access Subscriptions") or with "alpha", "beta", or other early-stage Wasla Services, Wasla Code, integrations, or features ("Beta Releases"), which are optional for Customer to use.

5. Customer Data

5.1 Rights in Customer Data. As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data, all Customer Properties, and all content contained within them (excluding any Wasla Technology). Customer hereby grants Wasla a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the Wasla Service and related services to Customer.

5.2 Aggregate/Anonymous Data. Customer agrees that Wasla will have the right to generate Aggregate/Anonymous Data and that Aggregate/Anonymous Data is Wasla Technology, which Wasla may use for any business purpose during or after the term of this Agreement. Wasla will only disclose Aggregate/Anonymous Data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, or Visitors.

5.3 Security. Wasla agrees to maintain commercially reasonable technical and organizational measures designed to secure its systems from unauthorized disclosure and modification.

5.4 Data Export. Wasla provides the ability for customers to export data at any time in the Wasla Service as described in the Documentation.

6. Customer Obligations

Customer agrees to: (i) maintain a legally-adequate privacy policy on its Customer Properties and provide all required disclosures to its Visitors; (ii) obtain all necessary rights, releases, and consents to allow Customer Data to be collected, used, and disclosed in the manner contemplated by this Agreement; (iii) use the Wasla Service in compliance with Wasla's then-current Acceptable Use Policy; (iv) not submit, collect, or use any Regulated Data to or with the Wasla Service, except where expressly permitted; (v) comply with any third-party terms applicable to any Customer Apps and to any Third-Party Products used in connection with the Wasla Service; (vi) not take any action that would cause Wasla, the Wasla Service or the Wasla Code to become subject to any third-party terms. Customer represents and warrants that its Customer Properties and the collection, use, and disclosure of Customer Data will not violate any third-party rights.

7. Services

Wasla makes available web-based support through its website. Additional support services are available to customers as per package selected, as specified in Customer's Order Form. Any support services are subject to this Agreement and Wasla's applicable support policies. Wasla may also provide onboarding, deployment and other services under this Agreement.

8. Fees and Payment

Customers agree to pay all fees in the currency and payment period specified in the applicable Order Form. Wasla's fees are exclusive of all taxes, and Customer must pay any applicable sales, use, exercise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Wasla. Wasla sends invoices electronically, and invoices for the Wasla Service in advance as set out in the Order Form, if applicable in the relevant Order Form, monthly in arrears. Payments are non-refundable and non-creditable and payment obligations non-cancellable.

9. Term and Termination

9.1 Term. This Agreement is effective until all Subscription Terms for the Wasla Service(s) have expired or are terminated as expressly permitted in this Agreement.

9.2 Subscription Term and Renewals. By executing an Order Form for purchase of an Wasla Service, Customer is agreeing to pay applicable fees for the entire Subscription Term. Customers cannot cancel or terminate a Subscription Term except as expressly permitted. Each Subscription Term will automatically renew for additional successive twelve-month periods unless: (i) otherwise stated on the applicable Order Form; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal will be at Wasla's then-applicable rates.

9.3 Suspension of Service. Wasla may suspend Customer's access to the Wasla Service(s) if: (i) Customer's account is overdue; or (ii) Customer has exceeded its Scope of Use limits. Wasla may also suspend access if it determines that Customer has breached Sections 4 or 6, or if suspension is necessary to prevent harm or liability to other customers or third parties.

9.4 Termination for Cause. Either party may terminate this Agreement if the other party: (i) fails to cure any material breach within thirty (30) days after written notice; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy or comparable proceeding. Wasla may also terminate immediately if Customer breaches Sections 4 or 6.

9.5 Effect of Termination. Upon any expiration or termination, Customer's license rights terminate and Customer must stop use of the applicable Wasla Service(s) and delete any Wasla Code and Confidential Information. Customer's right to access any Customer Data will cease and Wasla may delete the Customer Data at any time after 30 days from the date of termination.

10. Confidential Information

Each party must hold in confidence and not disclose the other party's Confidential Information to third parties except as permitted by this Agreement, and only use it to fulfill its obligations under this Agreement. These confidentiality obligations do not apply to information that is or becomes public knowledge, was previously known, is rightfully obtained from a third party, or is independently developed without using the disclosing party's Confidential Information. A party may disclose Confidential Information to the extent required by law or court order.

11. Wasla Technology

11.1 Ownership and Updates. This is a subscription agreement for access to and use of the Wasla Service. No ownership rights are transferred to Customer under this Agreement. Wasla (or its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Wasla Technology. Wasla at its option may make updates, bug fixes, modifications or improvements to the Wasla Service from time to time.

11.2 Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Wasla ("Feedback"), Customer hereby grants Wasla a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise.

12. Disclaimers

ALL WASLA TECHNOLOGY AND RELATED SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. NEITHER WASLA NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WASLA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT WASLA TECHNOLOGY WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT WASLA TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE.

13. Limitations of Liability

13.1 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WASLA OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND. WASLA'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, WASLA'S TOTAL LIABILITY WILL NOT EXCEED FIFTY U.S. DOLLARS ($50 US).

13.2 Exceptions. None of the limitations in this section excludes either party's liability for fraud or for death or personal injury to the extent caused by a party's negligence.

14. Third-Party Products and Integrations

If Customer uses Third-Party Products in connection with the Wasla Services, those products may access Customer's instance of the Wasla Service, including Customer Data. Wasla does not warrant or support Third-Party Products or Third-Party Content and disclaims all responsibility and liability for these items and their access to the Wasla Services.

15. General

15.1 Assignment. Neither party may assign this Agreement without the advance written consent of the other party, except that Wasla may assign this Agreement without consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets.

15.2 Notices. Any notice or communication under this Agreement must be in writing. Customer must send any notices to Wasla at hi@wasla.sa and include "Attn. Legal Department" in the subject line.

15.3 Publicity. Unless otherwise specified, Wasla may use Customer's name, logo, and marks to identify Customer as an Wasla customer on Wasla's website and other marketing materials.

15.4 Subcontractors. Wasla may use subcontractors and permit them to exercise the rights granted to Wasla in order to provide the Wasla Service under this Agreement. Wasla will remain responsible for compliance of its subcontractors with the terms of this Agreement.

15.5 Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship.

15.6 Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under this Agreement (except payment obligations) if due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.

15.7 Amendments; Waivers. Any modification or amendment to this Agreement must be made in writing and executed by an authorized representative of each party. If Wasla modifies the Agreement during Customer's Subscription Term, the modified version will take effect upon Customer's next Subscription Term renewal.

15.8 Severability. If any provision of this Agreement is found unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.

15.9 No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.

15.10 Entire Agreement. This Agreement represents the parties' complete and exclusive understanding relating to the Agreement's subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations.

15.11 Governing Law. This Agreement is governed by the laws of the Kingdom of Saudi Arabia and the parties submit to the exclusive jurisdiction and venue of courts located in the KSA.

16. User Data Deletion

You may request deletion of your personal data at any time by contacting us at support@wasla.sa. We will process your request within 30 days. See our Data Deletion Request page for more details.

Contact

Wasla Solutions LTD
Riyadh, Kingdom of Saudi Arabia
Phone: +966 554 606 368
Email: hi@wasla.sa
Support & Data Deletion: support@wasla.sa