AQIONLABS and AQION VOICE

MASTER SUBSCRIPTION AGREEMENT (MSA)

This Master Subscription Agreement (“Agreement” or “MSA”) is entered into between:

AqionLabs FZ-LLC, a company incorporated in the United Arab Emirates (“AqionLabs”, “Company”, “Processor”, “We”, “Us”),

and

You, or the legal entity you represent (“Customer”, “Controller”, “You”).

This Agreement governs your access to and use of AqionLabs cloud-based software, AI platforms, contact centre solutions, voice AI, WhatsApp AI, and related services (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by this Agreement.

Effective Date: The date of subscription, execution, or first use of the Services.

1. DEFINITIONS

For the purposes of this Agreement:

“Applicable Law” means the laws of the United Arab Emirates, including but not limited to:

  • UAE Civil Transactions Law
  • UAE Commercial Transactions Law
  • Federal Decree Law No. 45 of 2021 (UAE Personal Data Protection Law – PDPL)
  • UAE Cybercrime Law
  • Any applicable DIFC or ADGM regulations (if applicable)

“Personal Data” shall have the meaning set forth under UAE PDPL and any applicable data protection legislation.

“Services” means AqionLabs’ cloud-based software, AI systems, contact center solutions, and related services.

“Subscription Term” means the period during which the Customer is authorized to use the Services.

2. SCOPE OF SERVICES

2.1 AqionLabs shall provide the Services as described in the applicable Order Form, Product Agreement, or Pricing Schedule.

2.2 The Services may include:

  • Cloud contact center software
  • AI-powered voice and messaging systems
  • AI revenue automation tools
  • Analytics and reporting tools
  • Integrations and related support services

2.3 AqionLabs acts as a Data Processor where it processes Personal Data on behalf of the Customer, who acts as the Data Controller.

3. TERM AND TERMINATION

3.1 Initial Term

This Agreement shall commence on the Effective Date and continue for twelve (12) months unless otherwise specified.

3.2 Renewal

The Agreement shall automatically renew for successive 12-month terms unless either party provides written notice of non-renewal at least thirty (30) days prior to expiration.

3.3 Termination for Convenience

Either party may terminate this Agreement with thirty (30) days’ written notice.

All fees accrued prior to termination remain payable. Subscription fees are non-refundable unless otherwise stated in writing.

3.4 Termination for Cause

Either party may terminate immediately if:

  • A material breach occurs and is not cured within thirty (30) days
  • The other party becomes insolvent or ceases business operations
3.5 Effect of Termination

Upon termination:

  • Customer access to the Services will cease
  • AqionLabs will delete or return Customer data in accordance with PDPL and contractual terms
  • Outstanding fees remain due

4. FEES AND PAYMENT

4.1 Fees are as stated in the applicable Order Form or Pricing Agreement.

4.2 All fees are exclusive of VAT and other applicable UAE taxes.

4.3 Late payments may incur:

  • Interest at 1.5% per month or
  • Maximum permitted by UAE law, whichever is lower

4.4 AqionLabs may revise pricing upon renewal with prior written notice.

5. DATA PROTECTION & SECURITY

5.1 AqionLabs shall implement appropriate technical and organizational measures in accordance with UAE PDPL to ensure data security, confidentiality, integrity, and availability.

5.2 AqionLabs shall:

  • Process Personal Data only on documented instructions from the Customer
  • Ensure personnel are bound by confidentiality obligations
  • Maintain data segregation between customers
  • Notify Customer without undue delay in case of a data breach

5.3 Data Hosting Locations: UAE and other approved jurisdictions with adequate data protection standards.

6. CUSTOMER OBLIGATIONS

Customer represents and warrants that:

  • It has lawful authority to collect and process Personal Data
  • It complies with all applicable UAE and international laws
  • It will not use the Services for unlawful, fraudulent, or abusive activities
  • It will not transmit spam, phishing, harassment, or illegal content

Customer remains solely responsible for:

  • The legality of communications sent via the Services
  • Compliance with telecom, marketing, and advertising regulations

7. AI-SPECIFIC PROVISIONS

7.1 The Services may include AI-powered automation systems.

7.2 Customer acknowledges:

  • AI outputs may contain inaccuracies
  • AI recommendations require human oversight
  • AqionLabs does not guarantee revenue results

7.3 Customer remains responsible for:

  • Final decisions made based on AI outputs
  • Compliance with regulated industry requirements

8. SUBPROCESSORS

AqionLabs may engage subprocessors provided that:

  • Subprocessors are contractually bound to equivalent data protection standards
  • AqionLabs remains responsible for subprocessors’ compliance
  • A list of subprocessors shall be made available upon request

9. CONFIDENTIALITY

Each party agrees to maintain confidentiality of:

  • Business information
  • Pricing
  • Technical architecture
  • Security measures
  • Trade secrets

This obligation survives termination for five (5) years.

10. WARRANTIES AND DISCLAIMERS

10.1 AqionLabs warrants that:

  • It has authority to provide the Services
  • Services will be provided with reasonable skill and care

10.2 Except as expressly stated:

Services are provided “as is” and “as available”.

AqionLabs disclaims:

  • Implied warranties of merchantability
  • Fitness for a particular purpose
  • Uninterrupted or error-free operation

11. LIMITATION OF LIABILITY

To the maximum extent permitted by UAE law:

AqionLabs shall not be liable for:

  • Indirect or consequential damages
  • Loss of profit or revenue
  • Loss of goodwill

Total aggregate liability under this Agreement shall not exceed the total fees paid by Customer during the preceding twelve (12) months.

This limitation does not apply to:

  • Fraud
  • Willful misconduct
  • Gross negligence
  • Violations of applicable data protection law

12. INDEMNIFICATION

Customer agrees to indemnify AqionLabs against claims arising from:

  • Customer’s unlawful use of the Services
  • Violation of telecom, marketing, or data protection laws
  • Content transmitted via the Services

13. FORCE MAJEURE

Neither party shall be liable for failure to perform due to events beyond reasonable control including natural disasters, government acts, internet outages, or cyber incidents.

14. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the United Arab Emirates.

Any dispute shall be resolved by arbitration under the DIFC-LCIA Arbitration Rules.

  • Seat of arbitration: Dubai, UAE
  • Language: English
  • Tribunal: One arbitrator

The decision shall be final and binding.

15. INTELLECTUAL PROPERTY

All intellectual property in the Services remains the exclusive property of AqionLabs.

Customer may not:

  • Reverse engineer
  • Resell
  • Copy
  • Modify
  • Use trademarks without written consent

16. MODIFICATION OF TERMS

AqionLabs may update this Agreement. Updates will be effective upon posting. Continued use constitutes acceptance.

17. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

CONTACT

For questions regarding this Agreement:

AqionLabs

United Arab Emirates

Support: connect@aqionlabs.ai