1.    Use of the Marketplace

1.1. The Marketplace allows you to subscribe to a variety of cloud products from Zain Cloud and third party suppliers located around the world. As a marketplace, we do not own or offer subscriptions to all of the products which are published on the Marketplace, whereas certain products may be made available by third party cloud service providers (each a  “Service Provider”). In these Terms of Use we refer to cloud products provided by Zain Cloud as (“Zain Cloud Products”). We refer to cloud products provided by Cloud Service Providers as (“Independent Cloud Products”) and we refer to Independent Cloud Products and Zain Cloud Products together as (“Cloud Products”). 

1.2. Through the Zain Cloud Marketplace we aim to provide you with a fast and effective means to subscribe to cloud services. however, please note that Zain Cloud only provides those products which are clearly labelled as Zain Cloud Products and Zain Cloud does not directly provide the Independent Cloud Products. 

1.3. You acknowledge that these Terms of Use set out the terms are applicable to any order for Cloud Products which you may procure during your use of the Marketplace. The terms and conditions applicable to a specific Cloud Product may differ from these Terms of Use. In  the event of any ambiguity the Cloud Product specific terms and conditions shall prevail. 

2.    Eligibility

2.1. You may subscribe to Cloud Products via the Marketplace if you meet the following criteria: 

2.1.1. you are 21 years old or older based on the age of majority in your jurisdiction; and 

2.1.2. You have not previously used the Marketplace and had your Cloud Account suspended or terminated due to a breach of these Terms of Use. 

3.    Account set-up and activation

3.1. In order to subscribe to Cloud Products via the Marketplace, you must have a personalized password secured account (Cloud Account). You can set-up a Cloud Account by following the process notified by Zain Cloud from time to time. You acknowledge that you will not be able to subscribe to any Cloud Products until your Cloud Account has been activated and a complete and accurate Payment Method has been specified. 

3.2. Your Cloud Account will allow you to manage your subscriptions to Cloud Products on the Marketplace and to access a personalized dashboard which allows you to monitor subscriptions to Cloud Products and to perform other administrative functions. 

3.3. The first time you access the Marketplace, you will be required to complete a registration form, set log-in details and select a secure password. We will ask you to provide a range of information during the registration process, including a valid email address. All information you provide should be accurate and correct at the time of registration. Under no circumstances should you establish a Cloud Account using a false name or any other information you know to be false. If your registration is successful you will receive a confirmation email to your registered email account. You will only be entitled to create one Cloud Account per email address. 

4.    Your Responsibilities

4.1. Use of your Cloud Account. You are responsible for all activities that occur in connection with your Cloud Account or any Access Details provided in connection with your account, regardless of whether those activities are carried out by you, your employees or any third party. You should take steps to protect the confidentiality of your Access Details and you must notify us immediately if you become aware of any disclosure, loss, theft or unauthorized use of your Access Details. 

4.2. Keeping your information up-to-date. It is your responsibility to ensure that the information we hold on record for you is up-to-date. 

4.3. Backing-up your data. It is your responsibility to take appropriate steps to safeguard and back-up your data stored on the Marketplace. We shall have no obligation to back-up any data related to your use of the Marketplace, any Cloud Product or your Cloud Account unless agreed expressly otherwise in the applicable Cloud Product terms and conditions. 

4.4. Compliance with the law. You assume full responsibility for compliance with all Applicable Laws of the country from which you access the Marketplace, including in respect of your subscription to and use of any Cloud Products made available on Marketplace and you will not use them or their contents for any unlawful purpose. 

4.5. End user services. If you subscribe to a Cloud Product on behalf of a wider group of users, including any Affiliate; you agree to comply with, and shall procure that those users and Affiliates comply with these Terms of Use. You acknowledge and agree that you shall be responsible for all acts and omissions of your Affiliates and users as though they were your own. 

5.    Cloud Products 

5.1.     Before subscribing to a Cloud Product on the Marketplace, you agree to be bound by the relevant terms and conditions, which you will have an opportunity to review and accept before completing the transaction. 

5.2. You acknowledge and agree that the provision of each Cloud Product may be subject to a product specification. The product specification may specify the technical capabilities of the Cloud Product and may limit the scope of the Cloud Product's performance. Such limitations will vary depending on the nature of the Cloud Product but may include for example limitations on the number of Authorized Users, systems resources, performance capacity, quantities and the period of time during which the Cloud Product will be made available. 

5.3. You acknowledge that the specification for a Cloud Product is a dynamic document which may be subject to change over the lifetime of that Cloud Product, including in respect of Zain Cloud Products pursuant to Clause 6.6. Zain Cloud shall try to ensure that any change to the specification for a particular Zain Cloud Product does not result in a material reduction in the level of performance experienced by you but gives no guarantee in respect of performance unless given in an Service Legal Agreement (“SLA”). 

5.4. You acknowledge and agree that subscription to any particular Cloud Product shall be independent of any other such subscription provided by Zain Cloud. Your obligation to pay for or perform obligations in respect of one Cloud Product shall not be contingent on the provision of any other Cloud Product by Zain Cloud or any Cloud Service Provider. 

5.5. Unless expressly stated otherwise in the terms and conditions applicable to a particular Cloud Product, you subscribe to all Cloud Products at your own risk. You acknowledge that Zain Cloud does not guarantee the availability, quality, suitability or legality of the Cloud Products or that the description of the Cloud Product on the Marketplace is accurate. 

5.6. Zain Cloud reserves the right to vary the Zain Cloud Products from time to time, including in order to implement improvements to functionality, changes in technology, changes in modes of operation or patterns of use, changes in industry practice or changes in the availability of third party content. 

6.    Independent Cloud Products

6.1. When you subscribe to an Independent Cloud Product, including Zain Cloud, on the Marketplace you acknowledge and agree that you will be entering into a contract directly with the Cloud Service Provider who is offering the relevant Independent Cloud Product. We make no claims or endorsements in respect of the Independent Cloud Products described on the Marketplace. 

6.2. Where you subscribe to an Independent Cloud Product, including Zain Cloud, you grant us the right to share your data with the relevant Cloud Service Provider to allow them to provide you with the Independent Cloud Product. We are not responsible for any use of your data made by a Cloud Service Provider. 

6.3. Zain Cloud will not be responsible for any disputes which arise between you and a Cloud Service Provider. If you have a complaint about a Cloud Product published on, or which you have subscribed to, via the Marketplace you should submit details of your complaint to us at info@Cloud.sa.zain.com . Zain Cloud will raise a ticket and refer the complaint to the relevant Cloud Service Provider if necessary. Please note that Zain Cloud will be unable to resolve complaints that relate to Independent Cloud Products. 

7.    Trial services

7.1. You acknowledge that any data you submit or customization you carry out to a Cloud Product during any trial period may be lost unless you purchase a full subscription to that Cloud Product prior to the expiry of the trial period or you expressly request a copy of the data that is held for you prior to termination of the trial period. You acknowledge and agree that a fee may be payable for making available a copy of your data or for transferring your data to another cloud service provider. For Zain Cloud Products, the fee will be calculated by reference to the data transfer pricing guide Zain Cloud makes available on the Zain Cloud Marketplace from time to time. 

8.    Beta services

8.1. Cloud Products may be made available from time to time in beta mode during which we or the Cloud Service Provider will look to identify any errors with the Cloud Product published to the Marketplace. All Cloud Products in beta mode will be clearly marked as 'beta', 'pilot' or some equivalent description. 

8.2. During the beta testing period you will not be charged for your use of the relevant Cloud Product. You will be notified once the beta period ends and offered the opportunity to subscribe to the Cloud Product subject to paying the relevant charge. 

8.3. You acknowledge that any data you submit or customization you carry out to a Cloud Product during any beta testing period may be lost unless you purchase a full subscription to that Cloud Product prior to the expiry of the beta testing period or you expressly request a copy of the data that is held for you in that Cloud Product prior to termination of the beta testing period. You acknowledge and agree that a fee may be payable for making available a copy of your data or for transferring your data to another cloud service provider. For Zain Cloud Products, the fee will be calculated by reference to the data transfer pricing guide Zain Cloud makes available on the Marketplace from time to time. 

9.    Authorized users

9.1. You shall be responsible for identifying and authenticating all Authorized Users. You shall ensure that your Authorized Users are made aware of the obligations in connection with these Terms of Use through training and notification and shall take reasonable steps to ensure that no unauthorized person accesses the Cloud Products. You shall remain responsible for the acts and omissions of the Authorized Users under these Terms of Use as if they were your own as well as the acts and omissions of any individual who is not authorized to access Cloud Products but who is able to do so due to any failure of you or your employees, including any failure to terminate access in a timely manner. 

 9.2.     You shall and shall procure that your Authorized Users shall: 

9.2.1. keep their Access Details secret and take all reasonable precautions to prevent unauthorized or fraudulent use of them; 

9.2.2. not disclose, share, or permit their Access Details with any third party, without obtaining your prior consent; and 

9.2.3. Comply with these Terms of Use. 

10.    Payment transactions, payment options and pricing

10.1. In order to make payments for the Cloud Products you subscribe to, you will be required to have a supported debit or credit card or official purchase order. Details of the payment cards which we accept are published on the Marketplace and may be updated from time to time. By purchasing Cloud Products, you authorize Zain Cloud to charge that Payment Method. You can change your Payment Method through your Cloud Account. 

10.2. You authorize us to charge you in advance using your Payment Method for each payment due over the subscription term for any Cloud Product you subscribe to. Such payments shall be charged annually or with the frequency specified in the relevant Cloud Product's service plan. 

10.3. You are responsible for ensuring that your Payment Method remains current. Where payment has not been received when due, you acknowledge that your subscriptions and your Cloud Account may be suspended. In the event that your Payment Method is cancelled or deactivated you should update your Payment Method as soon as possible to ensure continuity of service. In addition to any other rights we may have under these Terms of Use, where a payment is past due we reserve the right to terminate your Cloud Account, regardless of the amount that is due. 

10.4. When you update your Payment Method, you authorize us to continue charging the updated Payment Method and you remain responsible for any uncollected amounts. This may result in a change to your payment dates. For some Payment Methods, the card issuer may charge you certain fees, such as foreign transaction fees relating to the processing of your Payment Method. Please check with your Payment Method card provider for details. 

10.5. Zain Cloud does not process your payments. All payments are processed by a third party payment processor who is PCI DSS certified. Zain Cloud does not receive your primary account number or any payment authentication data. However, Zain Cloud does receive your primary account number in truncated form from the payment processor for accounting purposes. If you subscribe to Cloud Products which are PCI DSS compliant please refer to Clause 21. 

10.6. All payments processed by the payment processor are subject to separate terms and conditions and associated policies imposed by the payment service provider. We will not at any time have control over or access to payments you make for the Cloud Products you subscribe to through the Marketplace, unless they are ultimately remitted to us by the payment processor for subscriptions to Zain Cloud Products. 

10.7. We will not in any circumstances be responsible for wrongful charging of your card, for fraud perpetrated on your card or for any charges levied by a Cloud Service Provider. In the event that you believe that you have been the victim of fraud, you should contact your card issuing bank or appropriate authority immediately. We will cooperate with any resulting investigation. However, we will not be liable for any associated charges, administration costs or deductible you may be charged. 

10.8. To the fullest extent permitted by the Applicable Laws, we shall have no liability for any Losses you suffer or incur as a result of late payments, incorrect card details or having insufficient funds in your account. Unless otherwise provided by the Applicable Laws or permissible by a Cloud Service Provider, all charges are nonrefundable. 

10.9. If you enter into a volume commitment for a specified period, you acknowledge and agree that where you do not satisfy the agreed volume commitment in that period you shall not be entitled to any refund or credit in respect of the unused portion of the commitment. In no circumstances shall any unused allowance or volume discount roll-over to any subsequent period. You agree that any difference between the value of your minimum volume commitment and the fees invoiced to you for the specified period shall be invoiced in the final month of the specified period, irrespective of your usage. This adjustment shall be categorized on your Zain invoice. 

10.10. Unless expressly agreed otherwise with you in writing, the price of all Cloud Products shall be the price applicable at the date of subscription as may be amended from time to time. All prices listed on the Marketplace for Cloud Products are, to the best of Zain Cloud's knowledge, accurate at the time of publishing. However, the Marketplace may contain inadvertent inaccuracies or typographical errors. These will be corrected at Zain Cloud's discretion, as they are identified to us including by our Cloud Service Providers. All prices listed on the Marketplace are subject to change at any time without notice. 

10.11.     All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim and without any deduction. 

11.    Billing 

11.1. We will provide you with a list of charges through your Cloud Account, where you can view and print your charges. This is the only billing statement that we provide. Any usage or spending amounts displayed anywhere other than in a final billing statement are only estimates and may not include the most recent activity. 

11.2. We calculate and bill fees and charges monthly and you will be charged on a monthly basis according to your Payment Method. In some cases your payment date may change, for example if your Payment Method has expired or a payment has not successfully settled. Your next payment due date can be viewed in your Cloud Account. 

11.3. All charges invoiced to you shall be inclusive of Taxes, unless expressly stated otherwise. You are responsible for payment of all Taxes that may apply to your use of the Cloud Products. We reserve the right to charge such Taxes in addition to the fees applicable to the Cloud Products you subscribe to. 

11.4. If you incur charges that are not processed during the billing period of your purchase or use, we may bill you for such charges in a subsequent billing period. Any delay in invoicing shall not relieve you of your duty to pay the fees due for your consumption of use of Cloud Products. 

11.5. Zain Cloud reserves the right at any time to charge a fee for access to certain parts of the Marketplace. In no event will you be charged for such access unless we obtain your prior agreement. 

12.    Zain Cloud Credit limits

12.1. Your Cloud Account may be subject to your Cloud Account Credit Limit set by Zain. The Marketplace will automatically assign a Cloud Account Credit Limit to your Cloud Account which will be communicated to you via the Marketplace. Any amendments to your Cloud Account Credit Limit must be made in accordance with the applicable Zain Policies. Zain Cloud has no duty to offer credit to you and you acknowledge and agree that you may be required to pay upfront for the Cloud Products and other fees you incur in connection with your use of the Marketplace. 

12.2. Ultimately your subscriptions to Cloud Products may not exceed your Cloud Account Credit Limit. It is your sole responsibility to ensure that your Cloud Account Credit Limit is sufficient to meet the fees you are liable to pay pursuant to your use of the Marketplace. Zain Cloud reserves the right to suspend or terminate your access to all Cloud Products in the event that your credit limit is exceeded. 

12.3. In the event that any of the limitations applicable to a Cloud Product are exceeded you acknowledge that additional fees may be payable and you shall be responsible for accounting to Zain without delay for the extent of use of the Cloud Product in excess of the specified limits, which may include an additional administration fee to compensate Zain for the unauthorized use. 

13.    Unauthorized use

13.1. In using the Marketplace and any Cloud Products, you agree that you shall not: 

13.1.1. sell, resell, license, sublicense or distribute them for the benefit of anyone other than you or those Authorized Users entitled to use those Cloud Products in connection with your subscription; or 

13.1.2. use any "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Marketplace; or 

13.1.3. in any way reproduce or circumvent the navigational structure or presentation of the Marketplace or any Cloud Product to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Marketplace or any Cloud Product; or 

13.1.4. attempt to gain unauthorized access to any portion or feature of the Marketplace, any Cloud Product or any other systems or networks connected to them, or to any of the services offered on or through the Marketplace, including by hacking, password 'mining' or any other illegitimate means; 

13.1.5. post, upload to, transmit, distribute, store, create or otherwise publish or make available through the Marketplace or any Cloud Product any content that is unlawful, libelous, defamatory, offensive to any religious or moral groups, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or otherwise objectionable; or 

13.1.6. misuse the Marketplace or any Cloud Product by knowingly introducing viruses, Trojans, worms, logic bombs or other material which may be malicious or technologically harmful; 

13.1.7. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of or bandwidth connecting to the Marketplace or Cloud Product; or 

13.1.8. attempt to attack the Marketplace or any Cloud Product via a denialof-service attack or a distributed denial-of-service attack; or 

13.1.9. reverse engineer, reverse assemble, decompile, or otherwise attempt to discover source code or other arithmetical formula or processes in respect of the software underlying the infrastructure and processes associated with the Marketplace or any Cloud Product. 

13.2. To the fullest extent permitted by the Applicable Laws, we exclude all liability for Content posted, stored or uploaded to the Marketplace or to any Cloud Product by you or any third party, or for any loss or damage suffered as a result. You acknowledge and agree that we have no obligation to screen, edit or monitor any of the Content posted to or distributed through the Marketplace or any Cloud Product. We may, in our absolute discretion, remove, screen or edit without notice any Content posted or stored on the Marketplace at any time (including in order to comply with a request from the competent authorities or pursuant to a court order), and you are solely responsible for creating back-up copies of any Content you post on the Marketplace or in a Cloud Product at your sole cost and expense unless the SLA expressly state expressly otherwise. 

14.    Linking to the Marketplace

The Marketplace may contain links or references to other websites maintained by third parties. Such links are provided solely as a convenience to you and we do not endorse those sites. We are not responsible for the content of any such websites (including those websites belonging to members of the Zain Cloud group of companies) that have links with the Marketplace, or for the legal consequence of your entering into any contracts with our group companies or third parties and you rely on the information available on those website at your own risk. To the fullest extent permitted by the Applicable Laws, we exclude liability for all loss, damage, expense, cost incurred by you as a result. You may not link to the Marketplace without Zain Cloud's prior written approval. You agree to remove or cancel any such link to the Marketplace at Zain Cloud's request. 

15.    Intellectual Property Rights

15.1. All Intellectual Property Rights in or relating to the content of the Marketplace or the Cloud Products, including any trade marks, or copyright in the text, graphics, logos, button icons, images, operating software and in the form, arrangement and design of the Marketplace belong to either Zain, the Cloud Service Providers or their respective third party licensors. 

15.2. Subject to the payment of the applicable fees, unless expressly stated otherwise in the terms and conditions applicable to the relevant Cloud Product, you shall be granted in respect of a Cloud Product, a nonexclusive, revocable, non-transferable license to use it solely for your internal business purposes (or personal purposes as the case may be) and subject to any limitations specified in the terms and conditions applicable to that Cloud Product. Upon the expiry of any agreed period of service for a Cloud Product, unless automatically renewed subject to the terms and conditions applicable to the relevant Cloud Product, you acknowledge and agree that your right to access and use the Cloud Product may terminate. 

15.3. To the extent required by Zain Cloud to provide the requested Cloud Product, you grant to Zain Cloud, or shall procure the grant to Zain Cloud of, a non-exclusive, royalty-free, transferable, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt and translate all data, information, applications, software, text, sound, photos, images, graphics, code or any other material, in any format, provided by or on behalf of you or your Authorized Users that are stored in or run through the Cloud Products from time to time in order to allow Zain to provide the Cloud Products you subscribe to from time to time via the Marketplace. You agree to do all things and execute all documents required to allow Zain to take full advantage of the rights granted pursuant to this Clause. 

15.4.     Except as expressly prohibited by Zain or a Cloud Service Provider in the applicable terms and conditions, you may make copies of the Cloud Products to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security and disaster recovery. You shall record the number and location of all copies of the Cloud Products and take steps to prevent unauthorized copying. 

15.5. Nothing contained in these Terms of Use or on the Marketplace should be construed as granting any license or right to use any of the Intellectual Property Rights incorporated in the Marketplace. In particular the trade marks, names and logos of Zain Cloud may not be used by you in any way without Zain Cloud's prior written approval. Copying and printing of web pages is permitted within the scope of the license contained below. 

15.6. You are allowed to download to a local hard disk, reproduce, print and copy extracts of the Marketplace solely for your own personal and domestic, non-commercial use. We reserve the right to withdraw this license at any time by notice on the Marketplace. 

15.7. Except as provided expressly otherwise in these Terms of Use, no part of the Marketplace or any Cloud Product may be copied, reproduced, modified, transmitted, stored or exploited for commercial gain, as part of any other website, electronic retrieval system, publication or other work, whether in electronic form or otherwise, without the prior written consent of Zain Cloud. 

15.8. Any unauthorized use of the Marketplace, a Cloud Product or their contents may result in legal action being taken against you. 

15.9. By submitting any Content to the Marketplace by electronic mail, postings on the Marketplace, through our 'contact us' portal or otherwise, you grant us a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to: 

15.9.1. use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display such Content throughout the world in any media, now known or hereafter devised; and 

15.9.2. use the name that you submit in connection with such Content. You also grant us the right to pursue at law any person or entity that violates your or our rights in the Content by a breach of these Terms of Use. You acknowledge and agree that all such Content is nonconfidential and non-proprietary. 

You agree to do all things and execute all documents required to allow us to take full advantage of the rights granted to us by this clause. 

16.    Exclusion of Liability

16.1. Except to the extent expressly agreed in an SLA does not warrant or make any representations regarding the use of the Marketplace, the Cloud Products or the results achieved through use of the Marketplace or the Cloud Products in terms of their availability, accuracy, timeliness, reliability or otherwise and to the fullest extent permitted by the Applicable Laws you release Zain, its Affiliates and licensors from all claims arising in connection with the same, whether in contract, by virtue of any wrongful act (including negligence) or otherwise and for any loss or damage however caused (including direct, indirect, consequential and special losses), including loss of profits, business opportunities, goodwill, use, revenues, customers or data, even if a party has been advised of the possibility of such damages. Subject to any SLA to the contrary, neither we nor our Affiliates or licensors will be required to pay any compensation, reimbursement, or damages arising in connection with: (a) your inability to use a Cloud Product, including as a result of: (i) termination or suspension of these Terms of Use or your use of or access to the Marketplace or any Cloud Product; (ii) our discontinuation of any or all of the Cloud Products or service offerings; or (iii) without limiting any obligations under any SLAs, any unanticipated or unscheduled downtime of all or a portion of the services for any reason; or (b) the cost of procuring substitute services; or (c) any expenditure or commitments made by you in reliance on these Terms of Use or your use of or access to the Marketplace of any Cloud Product; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your data. 

16.2. The Cloud Products and the Marketplace are made available to you on an "as is" basis and Zain Cloud gives no warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranty of merchantability, fitness for a particular purpose or non-infringement to the fullest extent permitted by the Applicable Laws. 

16.3. Subject to Clauses 18.1 and 18.2 and to the fullest extent permitted by the Applicable Laws, Zain and its Affiliates' aggregate liability in respect of all Losses arising out of, or in connection with, these Terms of Use, the use of the Marketplace and any Cloud Product (including as a result of breach of contract, negligence or any other tort, under statute or otherwise) shall not exceed the fees paid to Zain over the twelve (12) month period immediately prior to the event giving rise to such Losses, 

or at the discretion of Zain the equivalent sum in service credits. Zain's service credit calculation guide can be provided on request. 

17.    Release and Indemnity

17.1. If a dispute arises between you and any Service Provider, or any of their respective affiliates you agree to bring any claim directly against that Service Provider and you also agree to release Zain Cloud and Zain Cloud Market (and our affiliated companies and each of their respective officers, directors, employees, agents, representatives and service providers) (Zain Parties) from all claims, demands, damages (actual or consequential) of any kind whatsoever arising out of or in any way connected with such dispute to the fullest extent permitted by the Applicable Laws. In granting this release, you expressly waive any protections whether statutory or otherwise that would otherwise limit the extent of the coverage granted by way of this release to include only those claims which may now exist or which you suspect exist in your favour at the time of granting this release. 

17.2. You agree to defend, indemnify and hold harmless the Zain Parties from all costs, expenses and damages suffered in connection with any claim arising directly or indirectly out of your breach of any of these Terms of Use and any claim in respect of your activities conducted on the Marketplace. 

17.3. To the extent required by the Applicable Law, we agree to defend, indemnify and hold you harmless from all costs, expenses and damages suffered by you in connection with any direct claim that your use of a Zain Cloud Product, as expressly permitted by these Terms of Use or the associated Zain Cloud Product terms and conditions infringes any third party Intellectual Property Rights. 

18.    Suspension and termination

18.1. You acknowledge that violation of these Terms of Use may result in suspension of service meaning that you will not be able to use either one or all of the Cloud Products you subscribe to. Where possible, Zain will try to provide notice before suspending a Cloud Product. 

18.2. Zain reserves the right to terminate these Terms of Use at any time on giving you not less than thirty (30) days' written notice. 

18.3. You may terminate these Terms of Use at any time by following the Cloud Account closing procedure. Termination of these Terms of Use will be subject to payment by you of all sums due in connection with these Terms of Use. 

18.4. Termination of these Terms of Use for any reason will: 

18.4.1. be without prejudice to any obligation or right of any Party which has accrued prior to such termination (or shall thereafter accrue in respect of the period before such expiry or termination); and 

18.4.2. not affect any provision of these Terms of Use which is expressly or by implication intended to come into effect on, or to continue in effect after such termination, which includes this Clause 18. 

18.5. On termination of these Terms of Use for whatever reason Zain shall be entitled to perform such functions as may be required in order to ensure that you are able to continue to use those Cloud Products which you are entitled to use following termination of these Terms of Use. 

18.6. On expiry or termination for whatever reason of your subscription to a Cloud Product you acknowledge and agree that the data that is held for you in that Cloud Product, whether by us or by a Services Provider as the case may be, may be lost unless you expressly request a copy of that data prior to the expiry or termination of your subscription. In the event that due to the circumstances of termination you do not have an opportunity to do so prior to termination, such request must be made as soon as reasonably possible and in any case within thirty (30) days of the date of termination. 

18.7. You acknowledge and agree that: 

18.7.1. A fee may be payable for making available a copy of your data or for transferring your data to another service provider. For Zain Cloud Products, the fee will be calculated by reference to the data transfer pricing guide Zain Cloud makes available on the Marketplace from time to time; and 

18.7.2. All fees due in respect of your expired or terminated Cloud Product subscription must be paid in full prior to a copy of your data being made available or transferred. 

19.    Data security standards

19.1. Cloud Products may be made available on the Marketplace from time to time which are compliant with the Payment Card Industry Data Security Standard (PCI DSS). We also reserve the right to make available an instance of the Marketplace which is PCI DSS compliant. In each case the Cloud Products and the relevant instance of the Marketplace will be clearly labelled as being PCI DSS compliant. If you have any queries as to whether a particular Zain Cloud Product or particular instance of the Marketplace is PCI DSS compliant please contact us at info@Cloud.sa.zain.com . 

19.2. Where you subscribe to Zain Cloud Products which are marketed on the Marketplace as being compliant with the Payment Card Industry Data Security Standard (PCI DSS), or where you subscribe to a PCI DSS compliant instance of the Marketplace, we will be responsible for the security of all cardholder data that we process for you or that we otherwise store, possess or transmit on your behalf during the course of using the applicable Zain Cloud Products or instance of the Marketplace, as the case may be, or to the extent that use of the Zain Cloud Products or the PCI DSS compliant instance of the Marketplace, could impact the security of your cardholder data environment. However, in no circumstances shall we be responsible for any loss, damage or unauthorized access to cardholder data which is not held in Zain Cloud Products or which occurs on any systems or applications which are not offered by Zain Cloud. A copy of our PCI DSS Responsibility Matrix will be provided on request. 

20.    General

20.1. No term of these Terms of Use is intended to confer a benefit on, or to be enforceable by, any person who is not a party to these Terms of Use. 

20.2. Zain's failure to enforce the strict performance of any provision of these Terms of Use will not constitute a waiver of its right to subsequently enforce such provision or any other provisions of these Terms of Use. 

20.3. Zain reserves the right to appoint outsourced service providers to perform certain of its operations carried out in connection with the Marketplace, for example the invoicing process. 

20.4. Neither we nor you shall be liable to the other for any delay or nonperformance of its obligations under these Terms of Use arising from any Force Majeure Event. 

20.5. If any of the provisions of these Terms of Use are found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such provision shall be struck from these Terms of Use and such invalidity or unenforceability will not affect the other provisions of these Terms of Use which shall remain in full force and effect and the parties agree to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. Notwithstanding the above, if the invalid or unenforceable provision would be valid or enforceable if some part of it were deleted or modified, it shall apply with such modifications as may be necessary to make it valid and enforceable. 

20.6. These Terms of Use, and the documents referred to in them, constitute the entire agreement and understanding between you and Zain in respect of the matters dealt with in them. We and you acknowledge and agree that in entering into these Terms of Use, and the documents referred to in it, neither we nor you rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Terms of Use or not) other than as expressly set out in these Terms of Use as a warranty. The only remedy available to us and you for breach of the warranties shall be for breach of contract under these Terms of Use. 

20.7. The Marketplace is offered by Zain Cloud from and entered into by you in the Kingdom of Saudi Arabia. Our Agreement and any non-

contractual obligations arising out of or in connection with these Terms of Use and your use of the Marketplace, shall be governed by and interpreted in accordance with the laws of the Kingdom of Saudi Arabia. You submit to the exclusive jurisdiction of the Courts of the Kingdom of Saudi Arabia over any claim or matter arising under or in connection with this Agreement. 

20.8. Nothing in these Terms of Use prevents or prohibits either party from seeking urgent interim relief in any court of competent jurisdiction, including pre-arbitral attachments, temporary restraining orders, temporary injunctions, permanent injunctions and/or orders of specific performance, as may appear reasonably necessary to preserve the rights of either party. 

20.9. In the event of any conflict or ambiguity, these Terms of Use shall take precedence over the Zain Policies and the Zain Cloud Policies shall take precedence over any other documents referred to in these Terms of Use. 

20.10. If you have any questions, concerns or complaints in relation to the Marketplace or these Terms of Use please contact us at info@Cloud.sa.zain.com. 

21.    Definitions and Interpretation 

Access Details means the unique user name and password provided by Zain Cloud or a Service Provider to you for the purposes of allowing a specific number of category of Authorized User to access a Cloud Product. 

Affiliate in relation to an entity, means and includes any partnership, corporation or other legal entity, directly or indirectly Controlling, Controlled by or in common Control with that entity. 

Applicable Laws means all applicable laws, statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judgments, orders, decisions, rulings or awards of any government or any government agency or department of competent jurisdiction, including those of the Kingdom of Saudi Arabia. 

Authorized Users means those individuals (whether employees, contractors or end users) who are designated by you from time to time as being permitted to access and use a particular Cloud Product on behalf of you. 

Content means any business or personal data, whether in the form of software, text, audio, video or image files, workloads or in any other form provided or generated by you or on your behalf that is stored on the Marketplace or in a Cloud Product. 

Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management, business or policies of another, whether through the ownership of shares, by contract or otherwise, or the power to elect or appoint at least fifty percent (50%) of the directors, managers, partners or other individuals exercising similar authority, and Controlling and Controlled shall be construed accordingly. 

Force Majeure Event means any event which prevents the performance by a party of all or a material part of its obligations under these Terms of Use and which the party so affected is unable to overcome by the exercise of reasonable diligence, and shall include acts of God, storm, fire or flood, acts of government or a public agency or authority of competent jurisdiction, riot, insurrection, war, threat of or preparation for war (whether or not declared), invasion, hostilities, civil war, rebellion, revolution, insurrection, interruption or failure of electricity or telephone service, terrorist or military action or any threat of the foregoing, strike, labour dispute or supply chain failure or pandemic or other widespread outbreaks of infectious disease. 

Intellectual Property Rights means any patent, copyright, database right, design right, trade mark, trade name, know-how, right of confidence and any other intellectual property right of any nature whatsoever, in each case whether registered or unregistered, and including all applications (or rights to apply) for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which subsist in any part of the world. 

Losses means losses, damages, payments, costs (including reasonable legal costs and expenses), expenses, awards, charges, fines and/or other liability (as the case may be). 

Zain Cloud Policies means all Zain Cloud policies that apply to your use of the Marketplace or Zain Cloud's services, including the Privacy Policy as the same may be amended from time to time in accordance with their terms and as may be notified to you by Zain Cloud or as may be made available on the Marketplace from time to time. 

PCI DSS means the Payment Card Industry Council's Payment Card Industry Data Security Standard, version 3.2 as the same may be amended or replaced from time to time. 

Payment Method means the debit or credit card or official purchase order which is supported by, and details of which are uploaded by you to, the Marketplace and where more than one set of card details have been provided, which are selected by you, to pay the charges incurred in connection with your subscriptions to Cloud Products. 

SLA means a service level agreement incorporated in the terms and conditions for a Zain Cloud Product. 

Taxes means any taxes, duties or similar charges (including sales tax or withholding tax) assessable in any jurisdiction whatsoever. 

22.    References 

Unless the context otherwise requires references in these Terms of Use to: 

•    the singular includes the plural (and vice versa) and use of any gender includes the other genders; 

•    persons includes individuals, corporations, and unincorporated bodies or associations that are recognized at law (whether or not having a separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence); 

•    Time shall be construed by reference to the Gregorian calendar; 

•    "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and 

23.    Headings 

The headings in these Terms of Use are for convenience only and shall not affect the construction or interpretation of these Terms of Use.