Terms & Conditions

# Terms and Conditions **Effective Date:** November 1, 2025 **Last Updated:** October 20, 2025 **Version:** 1.0 --- ## Agreement to Terms These Terms and Conditions ("Terms", "Agreement") govern your access to and use of the CXCoast Digital Hub platform and related services (collectively, the "Platform" or "Services") provided by C X Coast Technology Solutions & Consulting W.L.L. ("CXCoast", "we", "us", or "our"). **By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.** **Company Information:** C X Coast Technology Solutions & Consulting W.L.L. Al Raya, Office 51, Building 1025, Road 3621, Seef, Kingdom of Bahrain Commercial Registration: 183646-1 VAT Number: 220025565100002 --- ## 1. Services and Access ### 1.1 Platform Description CXCoast provides an omnichannel customer support platform that enables businesses to manage customer conversations across multiple communication channels including WhatsApp, Telegram, Facebook, Instagram, Email, SMS, and other messaging platforms. **Business Customers Only:** These Terms are intended for business-to-business (B2B) transactions. If you are an individual consumer (not acting in a business capacity) in Bahrain or another GCC country, additional consumer protection rights may apply under local law, including potential withdrawal rights. Contact legal@cxcoast.com for consumer-specific terms if applicable. ### 1.2 Account Registration To use the Platform, you must: - Provide accurate, complete, and current registration information - Be at least 18 years of age - Have the authority to bind your business or organization - Maintain the security and confidentiality of your account credentials - Notify us immediately of any unauthorized use of your account **You are responsible for all activities under your account**, whether or not authorized by you. ### 1.3 License Grant Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes. **You may not:** - Sublicense, resell, or distribute access to the Platform - Use the Platform for any illegal or unauthorized purpose - Reverse engineer, decompile, or attempt to extract source code - Remove, obscure, or alter any proprietary notices or branding - Use the Platform to build a competing product or service - Access the Platform through automated means (bots, scrapers) except through our official API ### 1.4 Service Availability **No Uptime Guarantee:** CXCoast makes no guarantee regarding Platform uptime, availability, or performance. The Platform is provided on an "as available" basis. **Maintenance:** We may perform scheduled or unscheduled maintenance at any time. Scheduled maintenance will typically include reasonable advance notice (24-48 hours where feasible), but we may perform emergency maintenance without notice. **Third-Party Dependencies:** Platform availability depends on third-party services (hosting providers, messaging platforms like WhatsApp/Telegram/Facebook/Instagram, payment processors, internet service providers). We are not responsible for third-party service failures or unavailability. **Force Majeure:** We are not liable for service interruptions caused by events beyond our reasonable control, including: - Natural disasters, war, terrorism, civil unrest, pandemics - Internet, telecommunications, or power infrastructure failures - Government actions, laws, regulations, or orders - Third-party platform changes, API restrictions, or discontinuation - Cyber attacks, DDoS attacks, or security incidents - Labor disputes or supplier failures **Your Sole Remedy:** Your sole and exclusive remedy for service unavailability is a pro-rated credit of fees for the documented period of complete unavailability (not degraded performance), not to exceed 10% of monthly fees, provided you report the unavailability to legal@cxcoast.com within 48 hours of occurrence. **No SLA:** This is not a service level agreement. No specific uptime percentage is guaranteed or implied. ### 1.5 Beta and Experimental Features We may offer certain features in beta, pilot, preview, early access, or experimental form ("Beta Features"). **Beta Terms:** - Beta Features are provided "AS-IS" without any warranties of any kind - Beta Features may be unstable, incomplete, or contain errors - Beta Features may be changed, discontinued, or never released without notice - Data entered into Beta Features may be lost, corrupted, or irretrievable - Beta Features may not be subject to the same security, privacy, or compliance measures as production features - Beta Features may be confidential - you agree not to disclose their existence without permission **No Liability for Beta Features:** Our liability for Beta Features is limited to zero (BHD 0). You use Beta Features entirely at your own risk. **Opt-In Required:** Beta Features are opt-in only. You may disable Beta Features at any time. ### 1.6 API Usage If you use Platform APIs, you agree to additional terms: **Rate Limits:** API calls are subject to rate limits which may change without notice. Exceeding rate limits may result in temporary or permanent API suspension without liability. **Authentication:** You must keep API keys and tokens confidential. You are responsible for all API usage under your credentials. **Prohibited API Uses:** - Excessive or abusive API calls that burden our systems - Scraping, data mining, or bulk data extraction beyond intended use - Creating competing products or services - Reverse engineering the Platform - Sharing API access with unauthorized third parties **API Changes:** We may modify, deprecate, or discontinue API endpoints at any time with reasonable notice (typically 90 days for material breaking changes where feasible, but may be immediate for security, legal, or third-party platform reasons). **No API Guarantees:** API availability, performance, and functionality are not guaranteed. APIs are provided "as-is" without warranties. --- ## 2. Acceptable Use ### 2.1 Prohibited Uses You may not use the Platform to: **Illegal Activities:** - Violate any applicable laws, regulations, or third-party rights - Transmit illegal, harmful, threatening, abusive, or defamatory content - Engage in fraud, money laundering, terrorist financing, or financial crimes - Facilitate illegal gambling, weapons sales, or controlled substance distribution - Violate intellectual property rights of others **Harmful Activities:** - Distribute malware, viruses, or malicious code - Conduct phishing, spam, or unsolicited bulk messaging - Harass, threaten, or impersonate others - Share adult content, child exploitation material, or extreme violence - Promote hate speech, discrimination, or violence **Platform Abuse:** - Interfere with or disrupt Platform integrity, performance, or security - Attempt unauthorized access to accounts, systems, or data - Circumvent security measures, rate limits, or access restrictions - Use the Platform to send spam or violate anti-spam laws - Create multiple accounts to evade restrictions or limitations **Business Conduct:** - Use the Platform in a way that damages our reputation - Misrepresent your affiliation with us - Violate export controls, sanctions, or trade restrictions (see Section 2.4) ### 2.2 Enforcement If you violate these acceptable use provisions, we may: - Issue a warning - Temporarily suspend your account - Permanently terminate your account - Remove offending content - Report violations to law enforcement - Take legal action **No Refunds:** Termination for violations does not entitle you to refunds. ### 2.3 Content Responsibility **You are solely responsible for all content you transmit, store, or share through the Platform**, including messages, files, customer data, and configurations. We are not responsible for: - User-generated content - Third-party content accessed through the Platform - Accuracy, legality, or appropriateness of your content - Intellectual property infringement by your content ### 2.4 Export Controls and Sanctions **Compliance Required:** You represent and warrant that you and your users: - Are not located in, under control of, or a national/resident of any country subject to comprehensive U.S., EU, or Bahrain embargo or sanctions - Are not on any government restricted party list (including OFAC SDN List, EU Sanctions List, UN Sanctions List, or equivalent) - Will not use the Platform in violation of any export controls, sanctions, or trade restrictions - Will not export, re-export, or transfer Platform access to prohibited parties or territories **Currently Sanctioned Jurisdictions (subject to change):** - Comprehensive U.S. sanctions: Cuba, Iran, North Korea, Syria, Crimea/Sevastopol regions - Any other jurisdiction subject to trade embargoes or sanctions **Prohibited Uses:** - Support of weapons of mass destruction (nuclear, chemical, biological, missile) development - Terrorist activities or material support to designated terrorist organizations - Transactions with sanctioned individuals or entities - Any use that violates applicable trade restrictions **Immediate Termination:** We may immediately terminate your access without notice or refund if we reasonably believe you violate export controls, sanctions, or trade restrictions. **Government Screening:** We reserve the right to screen customers and transactions against government sanctions lists and deny or discontinue service to prohibited parties. **Indemnification:** You indemnify CXCoast from any penalties, fines, claims, or damages arising from your violation of export controls or sanctions. ### 2.5 Anti-Corruption and Anti-Bribery You represent and warrant that you will comply with all applicable anti-corruption and anti-bribery laws, including: - Bahrain Penal Code (anti-corruption provisions) - U.S. Foreign Corrupt Practices Act (FCPA) - UK Bribery Act 2010 - Any other applicable anti-bribery laws **You will not:** - Offer, promise, give, or authorize bribes, kickbacks, or improper payments - Make payments to government officials to obtain or retain business - Engage in money laundering - Facilitate corruption or bribery by third parties **Termination:** We may immediately terminate this Agreement if we reasonably believe you have violated anti-corruption or anti-bribery laws. --- ## 3. Fees, Payment, and Billing ### 3.1 Subscription Plans The Platform is offered on a subscription basis with various plans featuring different functionality, limits, and pricing. Current plans and pricing are available at www.cxcoast.com/pricing. **Plan Features:** Each plan includes specified features, user limits, message allowances, and other resource allocations. You may only use features included in your subscribed plan. ### 3.2 Pricing and Billing Cycles **Billing Cycles:** Subscriptions are billed monthly or annually as selected by you. **Pricing Changes:** We may change subscription prices at any time. Price changes apply: - **Existing Customers:** At your next renewal (minimum 30 days notice via email) - **New Customers:** Immediately **Taxes:** All prices are exclusive of applicable taxes (VAT, sales tax, etc.). You are responsible for all taxes, and we will add taxes to your invoice as required by law. **Currency:** Prices are quoted in USD, BHD, KWD, or SAR. The currency is determined at subscription purchase and may not be changed mid-term. ### 3.3 Payment Terms **Payment Methods:** We accept payment via credit card, debit card, or other methods supported by our payment processor (Tap Payments). **Automatic Renewal:** Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize us to charge your payment method for renewal fees. **Payment Authorization:** By providing payment information, you authorize CXCoast and our payment processor to charge your payment method for all fees owed. **Failed Payments:** If payment fails: 1. We will retry the charge up to 3 times (at approximately 1 hour, 6 hours, and 24 hours after the initial failure) 2. We will send email notifications of failed payment attempts 3. After all retry attempts fail, your account may enter a grace period (if provided in your plan) 4. After the grace period (typically 7 days), your account may be suspended or terminated 5. You remain obligated to pay all outstanding fees **Late Payments:** Late payments may incur: - Service suspension or termination - Late fees as permitted by law - Collection costs and legal fees if we must pursue payment - Reporting to credit bureaus (where applicable) ### 3.4 Overages and Usage-Based Fees If your usage exceeds plan limits (e.g., users, messages, AI usage, storage), you will be charged overage fees as specified in your plan pricing or at www.cxcoast.com/pricing. **Overage Billing:** Overage charges are: - Calculated based on actual usage - Billed monthly in arrears (after usage occurs) - Added to your next invoice - Non-refundable **Limit Notifications:** We will attempt to notify you when approaching or exceeding limits, but notifications are not guaranteed. You are responsible for monitoring your usage. ### 3.5 Refund Policy **General Rule:** All fees paid are non-refundable except as expressly stated below or required by mandatory consumer protection law. **No Refunds For:** - Partial periods of service - Unused features, allowances, or quota - Plan downgrades or changes - Voluntary account cancellations or terminations - Service suspensions due to your breach of these Terms - Force majeure events or third-party platform unavailability - Performance issues, bugs, or service degradation (your remedy is service credit, not refund) - Change of mind or business circumstances **Limited Refund Exceptions:** **1. Material Service Failure:** If the Platform fails to substantially perform core documented functionality and we cannot cure the failure within 30 days of your written notice to legal@cxcoast.com, you may terminate and receive a pro-rated refund of prepaid fees for the unused portion of your current subscription period. "Core documented functionality" means the basic ability to receive, view, and respond to messages through connected channels. It does not include advanced features, integrations, performance levels, or beta features. **2. Our Material Breach:** If we materially breach this Agreement (such as failure to provide access to the Platform entirely) and fail to cure within 30 days of your written notice, you may terminate and receive a pro-rated refund of prepaid fees for the unused portion of your current subscription period. **3. Legal Requirements:** Refunds required by applicable mandatory consumer protection or other laws that cannot be waived. **Refund Process:** - All refund requests must be submitted in writing to legal@cxcoast.com with detailed explanation - Refund claims must be made within 30 days of the event giving rise to the claim - We will review refund requests and respond within 15 business days - Approved refunds will be processed within 30 business days - Refunds are issued to the original payment method only - Processing fees, transaction fees, and taxes are not refundable - Refund amounts are at our reasonable discretion and may be partial **Maximum Refund:** Refunds, if applicable, are calculated as follows: - **Monthly subscriptions:** Pro-rated unused portion of the current month only - **Annual subscriptions:** Pro-rated unused portion of the current annual period only - The refund amount is always: (Total period fee) minus (consumed portion based on days used) - No refunds will be provided for any prior billing periods **Dispute Resolution:** Refund disputes are subject to the dispute resolution provisions in Section 10. **Trial Periods:** If your plan includes a trial period, you may cancel during the trial for a full refund of any fees charged. After the trial period ends, this refund policy applies. --- ## 4. Intellectual Property Rights ### 4.1 Platform Ownership The Platform, including all software, code, designs, graphics, text, interfaces, trademarks, logos, and all intellectual property rights therein, is owned by CXCoast or our licensors and is protected by copyright, trademark, patent, and other intellectual property laws. **All rights not expressly granted are reserved.** ### 4.2 Your Content You retain all ownership rights in content you submit to the Platform ("Your Content"). By submitting Your Content, you grant CXCoast a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, display, and process Your Content solely to: - Provide and operate the Platform - Maintain and improve the Platform - Comply with legal obligations - Enforce these Terms **This license terminates when you delete Your Content or terminate your account**, except: - Content may persist in backups for up to 90 days - We may retain content required by law - Aggregated, anonymized data derived from Your Content may be retained indefinitely ### 4.3 Your Representations You represent and warrant that Your Content: - Does not infringe any third-party intellectual property, privacy, or other rights - Complies with all applicable laws and regulations - Does not contain unlicensed copyrighted material, trademarks, or trade secrets - Is accurate and not fraudulent, false, misleading, or deceptive **You will indemnify CXCoast from any claims arising from Your Content.** ### 4.4 Feedback If you provide feedback, suggestions, or ideas about the Platform ("Feedback"), you grant CXCoast an unlimited, irrevocable, perpetual, royalty-free license to use, implement, and commercialize the Feedback without compensation or attribution. ### 4.5 Trademark Restrictions You may not: - Use CXCoast trademarks, logos, or branding without our prior written permission - Create works that suggest CXCoast endorsement without authorization - Register domain names, social media handles, or business names confusingly similar to CXCoast - Remove, obscure, or alter any proprietary notices or branding in the Platform ### 4.6 DMCA and Copyright Infringement We respect intellectual property rights and comply with the Digital Millennium Copyright Act (DMCA) and similar laws. **To Report Infringement:** Send a notice to legal@cxcoast.com with: - Identification of the copyrighted work claimed to be infringed - Identification of the infringing material and its location - Your contact information - A statement that you have a good faith belief the use is unauthorized - A statement that the information is accurate and you are authorized to act - Your physical or electronic signature **We may:** - Investigate and remove allegedly infringing content - Terminate accounts of repeat infringers - Forward your notice to the alleged infringer **Counter-Notice:** If your content was removed and you believe it was wrongly removed, you may submit a counter-notice to legal@cxcoast.com following DMCA procedures. **No Liability:** We are not liable for intellectual property infringement by users. --- ## 5. Confidentiality ### 5.1 Confidential Information "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that: - Is marked as confidential, or - Would reasonably be considered confidential given the nature or circumstances of disclosure **Your Confidential Information** includes Your Content and customer data. **Our Confidential Information** includes Platform source code, security measures, pricing (except published prices), and business strategies. ### 5.2 Obligations Recipient will: - Use Confidential Information only for purposes of this Agreement - Protect Confidential Information using at least the same degree of care as for its own confidential information, but no less than reasonable care - Limit disclosure to employees, contractors, or advisors who need to know and are bound by confidentiality obligations - Not disclose Confidential Information to third parties without Discloser's prior written consent ### 5.3 Exceptions These confidentiality obligations do not apply to information that: - Is or becomes publicly available through no breach by Recipient - Was rightfully known to Recipient before disclosure - Is rightfully received from a third party without confidentiality restrictions - Is independently developed by Recipient without use of Confidential Information - Must be disclosed by law, court order, or government request (with notice to Discloser where permitted) ### 5.4 Duration Confidentiality obligations survive for 3 years after termination of this Agreement, except for trade secrets which remain confidential as long as they qualify as trade secrets under applicable law. --- ## 6. Data Privacy and Security ### 6.1 Privacy Policy Our collection, use, and protection of your personal data is governed by our Privacy Policy available at www.cxcoast.com/privacy, which is incorporated into these Terms by reference. ### 6.2 Data Processing **You are the data controller** for customer data processed through the Platform. **CXCoast is a data processor** acting on your instructions. You represent and warrant that: - You have all necessary rights and consents to collect and process customer data - Your use of the Platform complies with applicable data protection laws (including Bahrain Law No. 30 of 2018, GDPR if applicable, and other relevant privacy laws) - You have a lawful basis for processing personal data through the Platform **CXCoast will:** - Process customer data only on your documented instructions (including use of the Platform) - Implement appropriate technical and organizational security measures - Assist with data subject rights requests as reasonably required - Notify you of data breaches affecting your customer data without undue delay - Delete or return customer data upon termination (except as required by law) ### 6.3 Data Protection Agreement (DPA) If you are subject to GDPR or other data protection laws requiring a separate Data Processing Agreement, a DPA is available upon request at legal@cxcoast.com. ### 6.4 Data Location and Transfers Your data is primarily stored and processed in the European Union (EU-Central). It may be transferred to other jurisdictions where our service providers operate. We implement appropriate safeguards for international transfers, including Standard Contractual Clauses where required. ### 6.5 Data Backup and Loss **Your Backup Responsibility:** YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA. We provide the Platform "as-is" and do not guarantee data preservation, backup, or recovery. **Our Backups:** We maintain system backups for disaster recovery purposes. These backups: - Are for CXCoast's operational benefit, not yours - May not be complete, current, or restorable on demand - Are not guaranteed to be available or successful - Are not a substitute for your own backups - May be deleted or overwritten according to our retention policies **No Data Recovery Guarantee:** We will use commercially reasonable efforts to prevent data loss, but we do not guarantee data recovery in case of: - System failures, crashes, or corruption - Data integrity issues or database errors - Migration failures or upgrade issues - Security breaches, malicious attacks, or ransomware - Accidental deletion by you or your users - Force majeure events or third-party failures **Data Export:** You may export your data at any time through Platform features. Upon termination, you have 30 days to export data before it is permanently deleted. **DATA LOSS DISCLAIMER:** WE ARE NOT LIABLE FOR ANY DATA LOSS, CORRUPTION, DESTRUCTION, OR UNAVAILABILITY, WHETHER CAUSED BY US, THIRD PARTIES, OR CIRCUMSTANCES BEYOND OUR CONTROL. YOUR SOLE REMEDY IS RE-ENTERING LOST DATA. **Backup Recommendations:** We strongly recommend that you: - Regularly export and backup critical data (at least weekly) - Maintain local or cloud copies of important conversations, files, and configurations - Test your backup and recovery procedures periodically - Do not rely on the Platform as your sole data repository - Implement your own data retention and archival policies --- ## 7. Warranties and Disclaimers ### 7.1 Limited Warranty CXCoast warrants that the Platform will perform substantially in accordance with our published documentation under normal use. **Your Remedy:** If we breach this warranty, we will use commercially reasonable efforts to correct the issue within 30 days of your written notice. If we cannot correct the issue, you may terminate your subscription and receive a pro-rated refund of prepaid fees for the unused portion of your current subscription term. **This is your sole and exclusive remedy for breach of warranty.** ### 7.2 Disclaimers EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE PLATFORM IS PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CXCOAST DISCLAIMS ALL WARRANTIES, INCLUDING: **Implied Warranties:** - MERCHANTABILITY - FITNESS FOR A PARTICULAR PURPOSE - NON-INFRINGEMENT - TITLE - QUIET ENJOYMENT **Specific Disclaimers:** - **No Uptime Guarantee:** We do not warrant uninterrupted, timely, secure, or error-free operation - **No Accuracy Guarantee:** We do not warrant accuracy, completeness, or reliability of content, features, or results - **No Integration Guarantee:** We do not warrant compatibility with third-party services, platforms, or integrations - **No Security Guarantee:** We do not warrant that the Platform will be free from vulnerabilities, viruses, or security breaches - **No Data Preservation:** We do not warrant data preservation, backup, or recovery - **No AI Accuracy:** AI features (including automated responses, sentiment analysis, and other AI/ML functionality) are provided without any warranty of accuracy, completeness, reliability, or fitness for purpose **Third-Party Services:** - We do not warrant or control third-party messaging platforms (WhatsApp, Telegram, Facebook, Instagram, etc.) - Third-party platform changes, API restrictions, or discontinuation may affect Platform functionality without liability - We are not responsible for third-party service failures or unavailability **Beta Features:** - Beta, pilot, preview, and experimental features are provided without any warranties - We do not warrant that beta features will be released, continued, or that data will be preserved **Your Responsibility:** - You are solely responsible for evaluating whether the Platform meets your needs - You use the Platform at your own risk - You are responsible for testing, validating, and verifying suitability for your use case **Jurisdictional Variations:** Some jurisdictions do not allow exclusion of implied warranties. In such jurisdictions, the above exclusions may not apply, and you may have additional rights. --- ## 8. Limitation of Liability ### 8.1 Exclusion of Consequential Damages TO THE MAXIMUM EXTENT PERMITTED BY LAW, CXCOAST, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS SHALL NOT BE LIABLE FOR: **Indirect, Incidental, Special, Consequential, or Punitive Damages, INCLUDING:** - Loss of profits, revenue, or business opportunities - Loss of data or information (even if we were advised of the possibility) - Loss of goodwill or reputation - Cost of procurement of substitute services - Business interruption or downtime - Any other indirect or consequential losses **This exclusion applies regardless of:** - The legal theory (contract, tort, strict liability, negligence, or otherwise) - Whether we were advised of the possibility of such damages - Whether damages were foreseeable ### 8.2 Liability Cap TO THE MAXIMUM EXTENT PERMITTED BY LAW, CXCOAST'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, IS LIMITED TO THE **LESSER OF:** **(A) BHD 2,000 (TWO THOUSAND BAHRAINI DINARS)**, OR **(B) THE TOTAL FEES YOU ACTUALLY PAID TO CXCOAST IN THE 3 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY** **Separate Caps for Specific Claims:** - **Data breach or privacy violations:** Limited to the lesser of BHD 1,000 or fees paid in the prior 3 months - **Service unavailability or downtime:** Limited to pro-rated fees for the documented period of complete unavailability (maximum 7 days) - **All other claims:** Subject to the general cap above **Multiple Claims:** Multiple claims arising from the same event, series of related events, or the same underlying cause shall be treated as a single claim for purposes of the liability cap. ### 8.3 Essential Basis of Bargain THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 8 ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN YOU AND CXCOAST. THE FEES CHARGED BY CXCOAST REFLECT THE ALLOCATION OF RISK AND THESE LIMITATIONS. THESE LIMITATIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ### 8.4 Exceptions The limitations in this Section 8 do not apply to: - Your indemnification obligations (Section 9) - Your payment obligations (Section 3) - Liability that cannot be excluded or limited by applicable law - Liability arising from our gross negligence, willful misconduct, or fraud ### 8.5 Jurisdictional Variations Some jurisdictions do not allow limitation or exclusion of liability for certain types of damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law. --- ## 9. Indemnification ### 9.1 Your Indemnification Obligations You agree to indemnify, defend, and hold harmless CXCoast, its affiliates, and their respective officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or related to: **Your Use of Platform:** - Your use or misuse of the Platform - Your violation of these Terms - Your violation of any law, regulation, or third-party right **Your Content:** - Your Content or customer data - Infringement or misappropriation of third-party intellectual property rights by Your Content - Privacy or data protection violations related to Your Content or your data processing practices - False, fraudulent, misleading, or defamatory content you submit **Your Customers and Users:** - Claims by your customers, end users, or third parties arising from your use of the Platform - Spam, harassment, or other prohibited communications sent through your account - Your users' violations of these Terms **Specific Violations:** - Violation of export controls, sanctions, or trade restrictions - Violation of anti-corruption or anti-bribery laws - Intellectual property infringement - Data protection law violations ### 9.2 Indemnification Process **We will:** - Provide you with prompt written notice of any claim subject to indemnification - Give you sole control of the defense and settlement (with our right to participate at our expense) - Provide reasonable cooperation at your expense **You may not settle any claim that:** - Admits liability on our behalf - Imposes obligations on us - Grants injunctive relief against us Without our prior written consent (not to be unreasonably withheld). ### 9.3 Our Indemnification (Limited) We will indemnify you from third-party claims that the Platform infringes a third party's valid patent, copyright, or trademark, provided: - You give us prompt written notice of the claim - We have sole control of defense and settlement - You provide reasonable cooperation **Our Remedies:** If we believe the Platform may infringe, we may (at our option): - Obtain the right to continue providing the Platform - Modify the Platform to be non-infringing - Replace the Platform with non-infringing alternatives - Terminate your subscription and refund prepaid fees for the unused portion **Exclusions - We have no obligation if the claim arises from:** - Your modification of the Platform - Your combination of the Platform with third-party products - Your use of the Platform after we notify you to stop due to infringement - Your violation of these Terms - Your Content or data **This Section 9.3 states our entire liability for intellectual property infringement claims.** --- ## 10. Term, Termination, and Suspension ### 10.1 Term This Agreement begins when you first access the Platform and continues until terminated as set forth below. Your subscription continues for the selected billing period (monthly or annual) and automatically renews unless you cancel before the renewal date. ### 10.2 Termination by You **Cancellation:** You may cancel your subscription at any time by: - Using the cancellation feature in your account settings, or - Sending written notice to legal@cxcoast.com **Effect of Cancellation:** - Cancellation is effective at the end of your current billing period - You will retain access until the end of the current billing period - No refunds for the current billing period (unless required by law) - Your account and data will be deleted 30 days after the end of your billing period unless you export it ### 10.3 Termination by Us **We may terminate or suspend your account immediately without notice if:** - You breach these Terms (including payment obligations or acceptable use provisions) - Your account is inactive for 12+ consecutive months with an outstanding balance - We are required to do so by law or government order - You violate export controls, sanctions, or anti-corruption laws - Your use poses security or liability risks to us or other users - You engage in fraudulent or illegal activities - You repeatedly violate our acceptable use policy **We may terminate with 30 days' notice if:** - We discontinue the Platform entirely (you will receive a pro-rated refund) - We discontinue providing service in your jurisdiction **Effect of Termination by Us:** - Immediate or scheduled loss of Platform access - No refund if termination is due to your breach - Pro-rated refund if termination is for our convenience (discontinuation) ### 10.4 Suspension **We may suspend your account (without terminating) if:** - Payment is overdue (after failed retry attempts) - We are investigating potential Terms violations - We receive legal process requiring suspension - Your usage patterns suggest security compromise **Suspension means:** - Temporary loss of Platform access - Data is preserved during suspension period - You remain obligated to pay fees - We will provide notice and opportunity to cure where feasible **Reactivation:** Suspended accounts may be reactivated upon cure of the issue (e.g., payment of overdue fees). ### 10.5 Effect of Termination Upon termination or expiration: **Immediate Effects:** - Your right to access and use the Platform terminates immediately - All licenses granted to you terminate immediately - You must cease all use of the Platform **Payment Obligations:** - You remain obligated to pay all fees incurred through the termination date - Prepaid fees for unused periods are non-refundable except as expressly provided in Section 3.5 **Data Export:** - You have 30 days from termination to export Your Content - After 30 days, we may permanently delete Your Content and account data - We are not obligated to provide data export assistance after 30 days **Post-Termination Restrictions:** - You may not access the Platform using other accounts or credentials - You may not create a new account to circumvent termination (if terminated for cause) ### 10.6 Survival The following provisions survive termination or expiration of this Agreement: - **Section 3** (Payment Terms) - for amounts owed - **Section 4** (Intellectual Property Rights) - entirely - **Section 5** (Confidentiality) - for 3 years post-termination - **Section 6.5** (Data Backup and Loss) - entirely - **Section 7.2** (Disclaimers) - entirely - **Section 8** (Limitation of Liability) - entirely - **Section 9** (Indemnification) - entirely - **Section 11** (Dispute Resolution and Governing Law) - entirely - **Section 12** (General Provisions) - entirely - Any other provision that by its nature should survive (including payment obligations, warranties, and liability limitations) All other provisions terminate upon Agreement termination. --- ## 11. Dispute Resolution and Governing Law ### 11.1 Informal Resolution Before initiating any formal legal proceeding, you agree to first attempt informal resolution by contacting us at legal@cxcoast.com with a detailed description of the dispute. We will attempt to resolve the dispute informally within 30 days. ### 11.2 Binding Arbitration **If informal resolution fails, you agree that any dispute, claim, or controversy arising from or relating to this Agreement or the Platform (including its formation, performance, breach, or termination) shall be resolved by BINDING ARBITRATION rather than in court**, except as set forth in Section 11.3 below. **Arbitration Procedures:** - **Rules:** Arbitration shall be conducted under the rules of the Bahrain Chamber for Dispute Resolution (BCDR-AAA) or, if unavailable, the International Chamber of Commerce (ICC) - **Arbitrator:** One (1) arbitrator shall be appointed by mutual agreement or, if parties cannot agree within 30 days, appointed by the arbitration institution - **Location:** Arbitration shall take place in Manama, Kingdom of Bahrain - **Language:** Arbitration shall be conducted in English - **Costs:** Each party shall bear its own legal fees and costs. Arbitrator fees and administrative costs shall be split equally unless the arbitrator awards costs to the prevailing party. - **Discovery:** Discovery shall be limited to what is reasonably necessary and proportional, as determined by the arbitrator - **Award:** The arbitrator's decision shall be final and binding, with no appeal except as permitted by the applicable arbitration rules or Bahrain law for manifest errors or procedural irregularities - **Enforcement:** Judgment on the arbitration award may be entered in any court having jurisdiction **Arbitration Limits:** - The arbitrator may not award relief beyond what these Terms provide - The arbitrator may not award punitive or exemplary damages except where permitted by applicable law - The arbitrator must apply the substantive law specified in Section 11.7 ### 11.3 Exceptions to Arbitration Either party may seek relief in court (without first arbitrating) for: **Injunctive Relief:** - Intellectual property infringement (patent, copyright, trademark, trade secret) - Confidentiality breaches or threatened breaches - Unauthorized access to systems or data - Other matters requiring immediate injunctive or equitable relief **Small Claims:** - Claims that qualify for small claims court jurisdiction (currently under BHD 2,000 in Bahrain) may be brought in Bahrain small claims court **Payment Collection:** - CXCoast may pursue collection of unpaid fees in any court having jurisdiction **Government Actions:** - This arbitration provision does not limit government authorities' right to bring enforcement actions ### 11.4 Class Action Waiver **YOU AGREE TO ARBITRATE DISPUTES WITH CXCOAST ON AN INDIVIDUAL BASIS ONLY.** **YOU WAIVE ANY RIGHT TO:** - Participate in class action lawsuits - Participate in class-wide arbitrations - Participate in representative proceedings - Act as a class representative or member in any class, consolidated, or representative proceeding **This waiver applies even if:** - The arbitration rules would otherwise permit class proceedings - A court or arbitrator finds that class treatment would be more efficient - Other parties have similar claims **Severability of Class Action Waiver:** If a court or arbitrator finds the class action waiver unenforceable as to a particular claim or request for relief, that claim or request for relief shall proceed in court (not arbitration), but the remainder of the arbitration agreement remains enforceable. ### 11.5 No Jury Trial **YOU WAIVE ANY RIGHT TO A JURY TRIAL** in any proceeding arising from or related to this Agreement, whether in arbitration or court. ### 11.6 Opt-Out of Arbitration **You may opt out of the arbitration agreement** by sending written notice to legal@cxcoast.com within **30 days of first accepting these Terms** (or within 30 days of any material change to this arbitration provision). **Opt-out notice must include:** - Your full name and company name - Your account email address - A clear statement that you wish to opt out of arbitration **If you opt out:** - All disputes will be resolved in Bahrain courts as set forth in Section 11.7 - All other Terms remain in effect - Opt-out applies only to arbitration - you still waive jury trial and class actions unless prohibited by law ### 11.7 Governing Law and Jurisdiction **This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Bahrain**, without regard to its conflict of law principles. **If arbitration does not apply** (due to opt-out, exceptions, or unenforceability), you agree that: - **Exclusive Jurisdiction:** Any legal action or proceeding shall be brought exclusively in the courts of the Kingdom of Bahrain located in Manama - **Consent to Jurisdiction:** You irrevocably consent to the personal jurisdiction of such courts - **Waiver of Inconvenient Forum:** You waive any objection to venue or claim of inconvenient forum **UN Convention:** The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. ### 11.8 Limitation Period **You must bring any claim arising from this Agreement within ONE (1) YEAR** from when the claim first arose. Claims not brought within one year are permanently barred. This limitation period applies to the maximum extent permitted by law and applies even if arbitration is opted out or unavailable. --- ## 12. General Provisions ### 12.1 Entire Agreement This Agreement, together with our Privacy Policy and any other policies referenced herein, constitutes the entire agreement between you and CXCoast regarding the Platform and supersedes all prior or contemporaneous agreements, understandings, warranties, and representations, whether written or oral. **Modifications:** We may modify these Terms from time to time: - **Material changes:** We will provide 30 days advance notice via email to your account email address - **Non-material changes:** Effective immediately upon posting at www.cxcoast.com/terms - **Continued use:** Your continued use after changes constitutes acceptance - **Your options:** If you do not agree to material changes, you may terminate your account before the changes take effect **No Verbal Modifications:** No verbal agreements, promises, or representations shall modify these Terms. ### 12.2 Assignment **You may not assign or transfer this Agreement or any rights hereunder** without our prior written consent. Any attempted assignment in violation of this provision is void. **We may assign this Agreement** without your consent: - To an affiliate or subsidiary - In connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets - To any successor or acquirer ### 12.3 Severability If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator: - That provision shall be modified to the minimum extent necessary to make it enforceable - If modification is not possible, that provision shall be severed - The remaining provisions shall remain in full force and effect - The invalidity of one provision does not affect other provisions **Exception:** If the class action waiver (Section 11.4) is found unenforceable, the entire arbitration provision (Section 11.2) shall be void, but all other Terms remain enforceable. ### 12.4 Waiver **No waiver** of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. **Our failure** to enforce any right or provision shall not be deemed a waiver of such right or provision. **Waivers** must be in writing and signed by the party granting the waiver. ### 12.5 Force Majeure Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including: - Acts of God (earthquakes, floods, fires, storms, pandemics) - War, terrorism, civil unrest, or government actions - Labor disputes, strikes, or lockouts - Internet, telecommunications, or utility failures - Third-party service provider failures - Cyber attacks, malware, or network intrusions - Supplier or vendor failures - Any other circumstances beyond reasonable control **During force majeure:** - Performance obligations are suspended to the extent affected - The affected party shall use reasonable efforts to resume performance - The affected party shall notify the other party promptly - If force majeure continues for more than 30 days, either party may terminate without liability (except payment obligations for services already rendered) ### 12.6 Notices **All notices** under this Agreement must be in writing and shall be deemed given: **To You:** - When sent to the email address associated with your account - Email notices are effective when sent (regardless of when read) **To CXCoast:** - When delivered to legal@cxcoast.com (for legal matters) - When delivered by certified mail to: C X Coast Technology Solutions & Consulting W.L.L. Attn: Legal Department Al Raya, Office 51, Building 1025 Road 3621, Seef, Kingdom of Bahrain **Your Responsibility:** You must keep your account email address current. We are not liable for notices sent to an outdated email address. ### 12.7 Independent Contractors The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. **Neither party has authority to:** - Bind the other party - Incur obligations on behalf of the other party - Make representations or warranties on behalf of the other party ### 12.8 Third-Party Beneficiaries This Agreement is solely for the benefit of the parties and their permitted successors and assigns. **No third party has any right to enforce any provision** of this Agreement. **Exception:** CXCoast's affiliates, officers, directors, employees, agents, suppliers, and licensors are third-party beneficiaries of your indemnification obligations and liability limitations. ### 12.9 Export Compliance You acknowledge that the Platform and related technology may be subject to export control laws and regulations of the United States, European Union, and Kingdom of Bahrain. **You agree to comply with all applicable export laws and will not:** - Export, re-export, or transfer the Platform to prohibited destinations or persons - Use the Platform in violation of any export restrictions - Provide access to the Platform to persons on restricted party lists **Violations** of export laws may result in immediate termination without refund and may subject you to civil and criminal penalties. ### 12.10 U.S. Government Rights If you are a U.S. government entity or using the Platform on behalf of the U.S. government, the Platform is "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, reproduction, and disclosure are subject to the terms of this Agreement. ### 12.11 Publicity Rights **We may identify you as a customer** and use your name and logo on our website, marketing materials, and customer lists unless you opt out in writing to legal@cxcoast.com. **Case Studies:** We may create case studies about your use of the Platform, subject to your prior written approval of the content. **Testimonials:** We may use any testimonials, reviews, or feedback you provide publicly unless you request otherwise. **Opt-Out:** Opt-out applies prospectively only and does not require removal of existing public references unless you have a compelling reason (e.g., rebrand, acquisition, confidentiality). **Press Releases:** Neither party will issue press releases about this Agreement without the other party's prior written approval, except as required by law or securities regulations. ### 12.12 Electronic Signatures and Communications **You agree that:** - Clicking "I Accept," "I Agree," or similar buttons constitutes your binding electronic signature under applicable law (including Bahrain Legislative Decree No. 28 of 2002 on Electronic Transactions) - Electronic records and signatures have the same legal effect as physical signatures - You consent to conduct business electronically - You waive any rights to require non-electronic records or signatures - This Agreement may be executed in counterparts, including electronic counterparts **Electronic Communications:** You consent to receive all communications, agreements, disclosures, and notices electronically, including via email or posting on the Platform. ### 12.13 Language and Interpretation **Language Versions:** This Agreement is provided in English, Arabic, and Russian. **In case of any discrepancies, the English version shall prevail.** **Headings:** Section and subsection headings are for convenience only and do not affect interpretation. **Interpretation:** This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the Agreement to be drafted. **Currency:** All monetary amounts are in the currency specified (USD, BHD, KWD, or SAR) unless otherwise stated. ### 12.14 Contact Information For questions about these Terms: **General Inquiries:** info@cxcoast.com **Legal Matters:** legal@cxcoast.com **Support:** support@cxcoast.com **Billing:** billing@cxcoast.com **Mailing Address:** C X Coast Technology Solutions & Consulting W.L.L. Al Raya, Office 51, Building 1025 Road 3621, Seef, Kingdom of Bahrain **Phone:** +973 3509 8852 **Website:** www.cxcoast.com --- ## Acknowledgment **BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.** **IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.** --- **Last Updated:** October 20, 2025 **Effective Date:** November 1, 2025 **Version:** 1.0 © 2024-2025 C X Coast Technology Solutions & Consulting W.L.L. All rights reserved.