Terms Of Use

Terms Of Use

AdScientist

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THESE TERMS OF USE ("TERMS") ARE A BINDINGCONTRACT BETWEEN YOU AND ADSCIENTIST ("WE", "US"), ACHATBOT PLATFORM (HENCEFORTH REFERRED TO AS THE "Platform") BUILT BY ADSCIENTISTTECHNOLOGIES INC, A COMPANY REGISTERED IN IRAQ, BAGHDAD, AL-KARKH AND WILLINCLUDE ITS SUBSIDIARY COMPANIES. BY SUBSCRIBING AND ACCESSING THE BELOW TERMS,YOU AGREE TO THESE TERMS ON BEHALF OF YOURSELF AS AN INDIVIDUAL USER, OR ONBEHALF OF THE ORGANIZATION YOU REPRESENT ("CUSTOMER","YOU"). IN CASE YOU DO NOT AGREE TO ANY OF THE TERMS LISTED BELOW,YOU MAY REFRAIN FROM USING (OR ACCESSING) THE PLATFORM AND RELATED SERVICES.

1. Introduction

Welcome to AdScientist, an easy-to-use, multi-messagingcustomer experience platform ("platform") that allows non-developers,companies, individuals, and agencies to easily build, train, manage and analysetheir chatbots. Please read on to learn the terms that govern your use of AdScientistwebsite(s), services and platform. If you have any questions, comments, orconcerns regarding these terms or the Services, please feel free to contact usat info@adscientist.iq.

2. Platform Access

2.1 Eligibility

2.1.1. The Children’s Online Privacy Protection Act("COPPA") requires that online service providers obtain parentalconsent before they knowingly collect personally identifiable informationonline from children who are under 13.

2.1.2. We do not knowingly collect or solicit personallyidentifiable information from children under 13. If you are a child under 13,please do not attempt to register for the Services or send any personalinformation about yourself to us.

2.1.3. If we learn we have collected personal informationfrom a child under 13, we will delete that information as quickly as possible.

2.1.4. If you believe that a child under 13 may haveprovided us personal information, please contact us at info@adscientist.iq.

2.2 Registration and Account Integrity

2.2.1. As part of the registration process, you will need tosign up and create an account, including a username & password, on theplatform (app.mohammedraad.iq).

2.2.2. Your registration on the platform provides you accessto a number of features and services which are permissible to be accessed onlyby you. This registered account and its credentials are not to be sharedbetween users. A breach of this clause will result in termination of the abusedaccounts and/or all accounts provided to you.

2.2.3. If, for any reason, you suspect that your username& password has been disclosed to, or obtained by, another party, you shouldcontact us immediately. Please note that we never contact users requesting themto confirm their username & password or other details.

3. Usage of Platform

3.1 Services

3.1.1. We provide you with a platform interface and arelated set of services (“Services”) which can enable you to subscribe and usethe same for creation, modification, and maintenance of chatbot programs thatmay help you improve your business process(es) in an as-is condition.

3.1.2. On registration, and subject to Section 5 (whenapplicable), we will grant to you the right to access and use the Platform, andany related functionality, in accordance with the Terms mentioned in thisdocument.

3.1.3. Your use of the Services is also governed by (andsubject to) different third-party platform policies that AdScientist can beintegrated from time to time (“Platform Policies”) including but not limited towhich are hereby incorporated by reference and are a part of these Terms.

Facebook:- https://developers.facebook.com/policy

Telegram:- https://core.telegram.org/

Kik:- https://www.kik.com/developers/

Viber:-https://www.viber.com/terms/viber-developer-distribution-agreement/

Line:- https://developers.line.me/

Skype:-https://www.botframework.com/Content/Developer-Code-of-Conduct-for-Microsoft-Bot-Framework.htm

Slack:- https://api.slack.com/developer-policy

Whatsapp:-https://www.whatsapp.com/legal/business-solution-terms

3.1.4. You are solely responsible and liable for complyingwith the Platform Policies that you opt for building your chatbot, and AdScientistbears no commercial or any other liability or responsibility for the users thataccess the bot and the data that gets created. By using the platform, youimplicitly agree to and accept all of the Terms and Conditions, or you willlose the right to use the platform and services.

3.2 Limitations of Service

3.2.1. It is acknowledged and agreed upon that you arecompletely responsible for evaluating the integrity, quality, accuracy, orreliability of any data provided to us before making/implementing any decisionsbased on this information and any consequences that arise out of this.

3.2.2. You acknowledge that we do not assume any liabilityfor any data handled/generated by you on the platform.

3.4 Temporary Suspension of Services

3.4.1. We may temporarily limit or suspend the Services fromtime to time at our discretion, including to perform upgrades to, andmaintenance of, the platform.

3.4.2. We also hold the rights to terminate access to theplatform based on any missed payments as per contractual agreements forwardedto you. Your access to the platform and/or subscription or other payments foruse of AdScientist represents an agreement to abide by the commercial terms andconditions of the contract forwarded to you, the usage Terms and Conditionslisted in this document, as well as the Privacy Policy and Data ProcessingAgreement that accompany and are available on www.mohammedraad.iq.

3.5 Unacceptable Use of Services and User Conduct

3.5.1. You represent, warrant, and agree that you will notcreate and/or contribute any Content or User Submission (each of those terms isdefined below) or otherwise create any chatbots or use the Services in a mannerthat:

(a) Infringes or violates the intellectual property rightsor any other rights of anyone else (including AdScientist);

(b) Violates any law or regulation, including any applicableexport control laws;

(d) Jeopardizes the security of your AdScientist account oranyone else’s (such as allowing someone else to log in to the Services as you);

(e) Attempts, in any manner, to obtain the password,account, or other security information from any other user;

(f) Violates the security of any computer network, or cracksany passwords or security encryption codes;

(g) Runs Mail list, Listserv, any form of auto-responder or“spam” on the Services, or any processes that run or are activated while youare not logged into the Services, or that otherwise interfere with the properworking of the Services (including by placing an unreasonable load on theServices’ infrastructure);

(h) “Crawls,” “scrapes,” or “spiders” any page, data, orportion of or relating to the Services or Content (through use of manual orautomated means);

(i) Copies or stores any significant portion of the Content;and

(j) Decompiles, reverse engineers, or otherwise attempts toobtain the source code or underlying ideas or information of or relating to theServices;

(k) Is non-compliant with any international agreements,treaties as may be applicable including but not limited to the Global DataPrivacy Regulations (GDPR) and the Children’s Online Privacy Protection Act,1998 (“COPPA”) and any of its amendments, notifications, and revisions, updatedfrom time to time.

3.5.2. A violation of any of the foregoing is grounds fortermination of your right to use or access the Services, with or without noticeand surrender of your contact information, data, and intelligence that you havebuilt on the platform.

3.6 Account Access

3.6.1. As discussed in Section 2.2, you are solelyresponsible for the credentials to your account and for any activity thathappens in the account, intentionally or unintentionally.

3.6.2. In case any unwarranted activity is noticed, youshould notify us immediately by sending an email to info@adscientist.iq.

3.7 System Maintenance

3.7.1. You are responsible to maintain and upgrade any OS orsystems that are used to access the platform. Any problem caused in the use ofthe platform because of older/legacy/unsupported systems is solely yourresponsibility.

3.8 Compliance with Laws

3.8.1. You shall comply with all applicable laws, includingthe ones around protection of personal information and data privacy.

3.8.2. You are responsible for obtaining any consentrequired by law from your users to allow the use of their personal information(if required) for use of our services, in accordance with the general terms,privacy policy, and Data Processing Agreement.

3.9 Compliance by Users

3.9.1. You will need to ensure that your Users are informedthat they are governed by, and hence comply with, all applicable laws,including laws governing the protection of personal information.

4. Data & Privacy Policy

4.1 Data Ownership

4.1.1. As defined in the Data Processing Agreement, allinformation shared with us is owned by you. We are not responsible forevaluating its integrity, quality, accuracy, or reliability.

4.1.2. You acknowledge that the responsibility of any dataprovided/used on the platform is your responsibility. Any loss of data causedby the downgrading and removal of any service within the account connected tothe downgrade is also your responsibility.

4.2 Copyrighted Material

4.2.1. Digital Millennium Copyright Act (the “DMCA”) relatesto online service providers, like us, who are responsible to remove anymaterial that allegedly violates someone’s copyright.

4.2.2. We respect others’ intellectual property rights, andwe reserve the right to delete or disable any such content, and to terminateany account(s) that is/are alleged repeat-infringers.

4.3 Content Monitoring

4.3.1. Any information or content publicly posted orprivately transmitted through the Services, and any chatbots created using theplatform, are the sole responsibility of the person from whom such content isoriginated. You should access all such information and content at your ownrisk, and we aren’t liable for any errors or omissions in that information orcontent or for any damages or loss you might suffer in connection with it.

4.3.2. We cannot control and have no duty to take any actionregarding how you may interpret and use the Content or what actions you maytake as a result of having been exposed to the Content. You hereby release usfrom all liability for you having acquired or not acquired Content through theServices. We can’t guarantee the identity of any users with whom you interactin using the Services and are not responsible for which users gain access tothe platform.

4.3.3. You are responsible for all Content you contribute,in any manner, to the Services, and you represent and warrant you have allrights necessary to do so, in the manner in which you contribute it. You willkeep all your registration information accurate and current. You areresponsible for all your activity in connection with the Services.

4.3.4. The Services may contain links or connections tothird-party websites or services that are not owned or controlled by us. Whenyou access third-party websites or use third-party services, you accept thatthere are risks in doing so, and that we are not responsible for such risks. Weencourage you to be aware of this and to read the terms and conditions andprivacy policy of each third-party website or service that you visit orutilize.

4.4 Data Processing, Access, and Backups

4.4.1. We may utilize the services of multiplesub-processors for the purpose of providing the services.

4.4.2. Any data collected by us through our services shallbe as defined by us in the Data Processing Agreement.

4.4.3. It is advisable that you take all required backups ofyour data prior to requesting a downgrade (or termination) in service.

4.5 Privacy Policy

4.5.1. We do not explicitly collect any personal informationsuch as age, gender, etc., unless shared by you.

5. Subscriptions, Payments, and Billing

5.1 Free Trial

5.1.1. We offer some basic functionalities of our Servicesunder a Free Trial. In case you register for this service, we will make itavailable to you free of charge, for a trial basis, until the earlier of (a)the end of the free trial applicable to you; (b) the start date of anysubscription purchased by you; or (c) termination of the trial by us at oursole discretion.

5.2 Subscription Plans & Fees

5.2.1. In order to avail access to differentfeatures/services from the platform, you may be required to choose (and payfor) specific subscription plans, as designed and defined by us. The plans andpricing are subject to change subject to term and commercial agreement for anysubscription plans signed by us with you which will uphold over any pricingchanges.

5.2.2. We have a pre-set, tier-based subscription planswhich have been structured based on many factors like the number of bots,interactions, licenses required, monthly active users (MAU), and many othermodule-based dependencies.

5.2.3. You may choose a relevant subscription plan of yourchoice (or that is prescribed by us), by making an upfront payment of theprescribed fees. We have flexible billing plans, should you wish to term-basedpayments. For subscription modifications, refer to section 5.3.

5.2.4. By default, on an account, only one bot or workspaceis allowed. The customer cannot sub-contract to another customer or businessunless they are a registered partner of AdScientist.

5.2.5. For usage beyond your plan limit, an overage chargeas per the base plan is charged on a monthly basis. Non-payment of the overagecharge will lead to discontinuation of the service.

5.2.6. We reserve the right to change all/any of thesubscription plan tiers, its pricing, and the features offered at any time andwithout prior notice.

5.3 Subscription Changes (Upgrade/Downgrade)

AdScientist provides easy upgrade/downgrade options fromyour chosen subscription.

5.3.1 Plan Upgrade

Whenever you would want to upgrade your subscription plan,you can do so from the platform. On upgrade, a pro-rata bill (for the upgradedplan) will be generated based on the number of remaining days in the existingbilling cycle. All subsequent bills will be generated based on the upgradedplan amount.

5.3.2 Plan Downgrade or Cancellation

5.3.2.1 Plan cancellation or downgrades need to be donemanually.

5.3.2.2 To cancel or downgrade, please send an email within7 days of the renewal date to support@mohammedraad.iq.

5.3.2.3 Non-receipt of cancellation or downgrade noticewithin 7 days of the renewal date is considered as an acceptance of renewal,and the invoice may be charged as per the contract.

5.4 Refund Policy

5.4.1. NO REFUNDS will be offered for remaining unused dayson cancellation from an existing Subscription Plan.

5.4.2. NO REFUNDS will be offered if a downgrade isrequested before the end of the current billing term.

5.4.3. In case of any queries, you can write to us at info@adscientist.iq.

5.5 Processing of Payments and Billing

5.5.1. We reserve the right to use a third-party paymentprocessor, which is PCI-DSS compliant, for all billing and payment receipts.

5.5.2. The credit card information provided to us shall beautomatically charged for any modification to existing services or uponrenewal.

5.5.3. In the event where you do not wish to process yourpayment via credit card, you can do so through bank/wire transfer/cheque. Thiswould be done only on your explicit request by writing to us at info@adscientist.iq.

5.5.4. In the event that we are unable to bill the creditcard on file or you request us (in writing over email) to not bill the creditcard, you shall be solely responsible for completing the expected payment bywhatever means. In the event that payment is not made, the services may becomeunavailable to you, and we may terminate this Agreement without notice.

5.6 Revision of Fees

5.6.1. We reserve the right to revise the service feesapplicable for a paid plan or functionality at its sole discretion.

5.6.2. The revised fees will only take effect from the nextrenewal date of your existing subscription plan.

5.6.3. You would be notified over email in case of suchrevision of fees.

6. Disclaimer of Warranty

6.1 Risk

6.1.1. Neither AdScientist, nor its licensors or suppliers,make any representations or warranties regarding suggestions or recommendationsof services or products offered or purchased through the Services. We are notresponsible for any links to third-party websites from the Service, and theinclusion of any link does not imply an endorsement of a third-party website orservice by us.

6.1.2. THE SERVICES AND CONTENT ARE PROVIDED BY ADSCIENTIST(AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OFANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED ORERROR-FREE.

6.1.3. ANY USE OF THE SERVICES IS AT YOUR OWN RISK. THESOFTWARE MAY CONTAIN BUGS, ERRORS. WE DO NOT WARRANT THE PERFORMANCE OF THESERVICES, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THATTHE SERVICES WILL OPERATE IN ACCORDANCE WITH ANY ACCOMPANYING DOCUMENTATION.

6.2 Use of Internet

6.2.1. Our Services are provided over the Internet. As such,the Services are subject to the operation of the Internet andtelecommunications infrastructures as well as the operation of your Internetconnection services, all of which are beyond our control.

6.2.2. We do not warrant that the services will beuninterrupted or that you will be able to access or use the Services at thelocation and times of your choosing.

6.3 Technical Support

6.3.1. We provide all kinds of technical support for anyissues/roadblocks to the usage of the available services, based on our SupportPolicy.

6.3.2. The support would be provided over email. Allcommunications regarding the same are expected to be directed tosupport@mohammedraad.iq.

6.3.3. We reserve the right not to provide a full technicalsupport service to free or trial account users.

6.3.4. You are solely responsible for the procurement of anyhardware or services required to use the Services, including any computers,servers, or Internet access.

7. Liability Limits

7.1. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDERNO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION,TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ADSCIENTIST (OR ITSLICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANYINDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDINGDAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS,OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, INEXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO ADSCIENTISTIN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THISAPPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATESDO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVELIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

7.2. We shall not be liable for any indirect, consequential,exemplary, incidental, special, or punitive damages, including loss of profits.

7.3. EXCEPT AS STATED IN SECTION 7.1, ADSCIENTIST AND ITSAFFILIATES, OFFICERS, LICENSORS, AND/OR CONTRACTORS SHALL NOT BE LIABLE FOR ANYINDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THEEXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, OUR LIABILITY ISLIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE.

8. Indemnity

8.1. To the fullest extent allowed by applicable law, youagree to indemnify and hold us, and our affiliates, officers, agents,employees, and partners harmless from and against any and all claims,liabilities, damages (actual and consequential), losses, and expenses(including attorneys’ fees) arising from or in any way related to anythird-party claims relating to (a) your use of the Services (including anyactions taken by a third party using your account, including those mentioned inSection 3.5), (b) your violation of these Terms, or (c) your infringement uponany intellectual property or other proprietary right of any person or entity.

8.2. In the event of such a claim, suit, or action(“Claim”), we will attempt to provide notice of the Claim to the contactinformation we have for your account (provided that failure to deliver suchnotice shall not eliminate or reduce your indemnification obligationshereunder).

8.3. We may, at our own expense, assume the defense andcontrol of any matter otherwise subject to indemnification by you. Doing soshall not excuse your indemnity obligations in this Agreement. The terms ofthis paragraph will survive any termination or cancellation of the Agreement.

9. Ownership

9.1 Intellectual Property

9.1.1. The materials displayed or performed or available onor through the Services, including, but not limited to, text, graphics, data,articles, photos, images, illustrations, User Submissions, and so forth (all ofthe foregoing, the “Content”) are protected by copyright and/or otherintellectual property laws. You promise to abide by all copyright notices,trademark rules, information, and restrictions contained in any Content youaccess through the Services, and you won’t use, copy, reproduce, modify, translate,publish, broadcast, transmit, distribute, perform, upload, display, license,sell or otherwise exploit for any purpose any Content not owned by you, (i)without the prior consent of the owner of that Content or (ii) in a way thatviolates someone else’s (including AdScientist’s) rights.

9.1.2. You understand that we own the Services. You won’tmodify, publish, transmit, participate in the transfer or sale of, reproduce(except as expressly provided in this Section), create derivative works basedon, or otherwise exploit any of the Services. The Services may allow you tocopy or download certain Content; please remember that just because thisfunctionality exists, doesn’t mean that all the restrictions above don’t apply– they do!

9.2 User Submissions

9.2.1. Anything you (or your users) post, upload, share,store, or otherwise provide through the Services, including any chatbots youcreate and/or communicate with through the Services, is your “User Submission.”

9.2.2. Some User Submissions are viewable by other users. Inorder to display your User Submissions on the Services, and to allow otherusers to enjoy them (where applicable), you grant us certain rights in thoseUser Submissions. Please note that all of the following licenses are subject toour Privacy Policy to the extent they relate to User Submissions that are alsoyour personally-identifiable information.

9.2.3. For all User Submissions, you hereby grant us alicense to translate, modify (for technical purposes, for example, making sureyour content is viewable on an Android device as well as a desktop) andreproduce and otherwise act with respect to such User Submissions, in each caseto enable us to operate the Services, as described in more detail below. Thisis a license only – your ownership in User Submissions is not affected.

9.2.4. If you store a User Submission in your own personal AdScientistaccount, in a manner that is not viewable by any other user except you (a“Personal User Submission”), you grant us the license above, as well as alicense to display, perform, and distribute your Personal User Submission forthe sole purpose of making that Personal User Submission accessible to you andproviding the Services necessary to do so.

9.2.5. If you share a User Submission only in a manner thatonly certain specified users can view; for example, a private message to achatbot (a “Limited Audience User Submission”), then you grant us the licensesabove, as well as a license to display, perform, and distribute your LimitedAudience User Submission for the sole purpose of making that Limited AudienceUser Submission accessible to such other specified users, and providing theServices necessary to do so. Also, you grant such other specified users alicense to access that Limited Audience User Submission, and to use andexercise all rights in it, as permitted by the functionality of the Services.

9.2.6. If you share a User Submission publicly on theServices and/or in a manner that more than just you or certain specified userscan view, or if you provide us (in a direct email or otherwise) with anyfeedback, suggestions, improvements, enhancements, and/or feature requestsrelating to the Services (each of the foregoing, a “Public User Submission”),then you grant us the licenses above, as well as a license to display, perform,and distribute your Public User Submission for the purpose of making thatPublic User Submission accessible to all AdScientist users and providing theServices necessary to do so, as well as all other rights necessary to use andexercise all rights in that Public User Submission in connection with theServices for any purpose. Also, you grant all other users of the Services a licenseto access that Public User Submission, and to use and exercise all rights init, as permitted by the functionality of the Services.

9.2.7. You agree that the licenses you grant areroyalty-free, perpetual, sublicensable, irrevocable, and worldwide. Allchatbots created through the Services will automatically include an attributionto AdScientist. You agree not to remove, modify, or obscure the AdScientistattribution. In addition, you hereby grant us a nonexclusive license to useyour trademarks, logos, or any chatbots you create using the Services in AdScientist’smarketing materials (such as on mohammedraad.iq).

10. Terms

10.1 Effective Date of Terms

10.1.1. The Terms mentioned here are a binding contractbetween you and us.

10.1.2. The general terms are effective as of the first datethat a customer or a user of the website accesses or uses the AdScientistplatform or website, until they are terminated by both or any of the parties inaccordance with Section 10.2.

10.1.3. This Agreement is effective until terminated by youor by us.

10.1.4. Any Additional Services subscribed topost-termination will be subject to a license only for the Subscription Periodselected during the registration or upgrade. The Subscription Period may berenewed by paying an additional license fee as set forth on the AdScientistwebsite. This renewal fee may be charged automatically to the credit card usedto initially pay for the Services.

10.2 Termination by You

10.2.1. You’re free to stop using the Services at any time;just email us at info@adscientist.iq to notify.

10.2.2. Services may be terminated by notifying AdScientistof your intent to terminate this Agreement. Notification of termination must besent by email to info@adscientist.iq.Your termination will be effective upon AdScientist’s receipt and processing ofthe email. Processing may take up to 24 hours.

10.2.3. Any Additional Services subscribed topost-termination will be licensed only for the Subscription Period selectedduring the registration or upgrade, and after payment of the relevant fees.

10.3 Termination by AdScientist

10.3.1. We are free to terminate (or suspend access to) youruse of the Services or your account, for any reason in our discretion,including your breach of these Terms (as described in Section 3.5). We have thesole right to decide whether you are in violation of any of the restrictionsset forth in these Terms.

10.3.2. We may terminate this Agreement at any time and forany reason. We may monitor its systems for excessive consumption of networkresources and may take technical or other remedies deemed necessary to preventor eliminate any excessive consumption. If we deem your use to be excessive, wemay terminate your account or adjust the price of the Services.

10.3.3. Any Additional Services subscribed topost-termination will be subject to review by us and can be availed only iffound acceptable. The additional services will then be treated as a newregistration and will be licensed only for the Subscription Period selectedduring the registration, and after payment of the relevant fees.

10.4 Events upon Termination

10.4.1. Account termination may result in the destruction ofany chatbots and Content associated with your account, so keep that in mindbefore you decide to terminate your account.

10.4.2. We will try to provide advance notice to you priorto our terminating your account so that you are able to retrieve any importantUser Submissions you may have stored in your account (to the extent allowed bylaw and these Terms), but we may not do so if we determine it would beimpractical, illegal, not in the interest of someone’s safety or security, orotherwise harmful to the rights or property of AdScientist.

10.4.3. Provisions that, by their nature, should survivetermination of these Terms shall survive termination. By way of example, all ofthe following will survive termination: any obligation you have to pay us orindemnify us, any limitations on our liability, any terms regarding ownershipof intellectual property rights, and terms regarding disputes between us.

10.4.4. Upon termination, you must immediately cease usingthe Services. Upon termination, we may disable further use of the Services orrelated Services without further notice and may delete, remove, and erase anyaccount information and any data stored by us. Such deletions are in our solediscretion and may occur without notice to you. No refunds shall be given forany reason.

10.5 Refunds on Termination

10.5.1. Section 5.5 (No Refunds) applies, regardless of thecause of termination, cancellation, or downgrade of subscription.

11. General

11.1 Jurisdiction

11.1.1. These Terms are governed by and will be construedunder the laws of IRAQ, BAGHDAD, AL-KARKH, without regard to the conflicts oflaws provisions thereof. Any dispute arising from or relating to the subjectmatter of these Terms shall be finally settled in IRAQ, BAGHDAD, AL-KARKH, inEnglish. Judgment upon the award rendered by such arbitrator may be entered inany court of competent jurisdiction. Notwithstanding the foregoing obligationto arbitrate disputes, each party shall have the right to pursue injunctive orother equitable relief at any time, from any court of competent jurisdiction.For all purposes of this Agreement, the parties consent to exclusivejurisdiction and venue in IRAQ, BAGHDAD, AL-KARKH. Any arbitration under theseTerms will take place on an individual basis: class arbitrations and classactions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESETERMS, YOU AND ADSCIENTIST ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TOPARTICIPATE IN A CLASS ACTION.

11.2 Force Majeure

11.2.1. We shall not be liable by reason of any failure ordelay in performance of its obligation on account of an unforeseeable andirresistible event, including external causes with the same characteristics (a“Force Majeure”), which may include DOS attack, strikes, shortages, riots,fires, act of god, failure by a third-party hosting or utility provider, war,terrorism, and government action.

11.3 Notice

11.3.1. AdScientist may send notices to the customer’s emailcontact points provided by the customer, pursuant to these terms. You may sendnotices pursuant to these terms at info@adscientist.iq.All notices will be considered received 24 hours after they are sent.

11.4 Assignment & Successors

11.4.1. You may not assign, delegate, or transfer theseTerms or your rights or obligations hereunder, or your Services account, in anyway (by operation of law or otherwise) without AdScientist’s prior writtenconsent. We may transfer, assign, or delegate these Terms and our rights andobligations without consent.

11.4.2. These Terms shall be binding upon and inure to thebenefit of the Parties’ respective successors and assigns.

11.5 Amendments and Acceptance

11.5.1. As we are constantly trying to improve our platform,the Terms may be subject to change.

11.5.2. We reserve the right, and may amend, the Terms ofthis agreement and related services offered under this agreement (includinglicense fees, availability, equipment and Services requirements, and limits orrestrictions on the use of Services or services) at any time, at our solediscretion without notice.

11.5.3. In case of any such amendments, we will bring it toyour attention by notifying you through an email, post on AdScientist website,and/or by some other means, as far as possible.

11.5.4. The amendments made will be effective immediatelyafter posting it. Continued use of the Services after the amendment constitutesyour acceptance of the same.

11.5.5. If you don’t agree with the new Terms, you are freeto reject them; unfortunately, that means you will no longer be able to use theServices.

11.5.6. Except for changes by us as described here, no otheramendment or modification of these Terms will be effective unless in writingand signed by both you and us.

11.6 Waiver

11.6.1. No waiver, delay, or discharge by a party will bevalid unless in writing and signed by an authorized representative of the partyagainst which its enforcement is sought.

11.7 Severability

11.7.1. The foregoing paragraphs, sub-paragraphs, andclauses of these Terms & Conditions shall be read and construedindependently of each other. Should any part of this agreement or itsparagraphs, sub-paragraphs, or clauses be found invalid, it shall not affectthe remaining paragraphs, sub-paragraphs, and clauses.

12. Entire Agreement

12.1. The Agreement, the Privacy Policy, Data ProcessingAgreement, applicable Proposals, Order forms, statement of work including anyAnnexure’s attached hereto contain the entire and exclusive Agreement andunderstanding between the parties on the subject matter of the Agreement.

12.2. The Agreement supersedes all prior agreements,understandings, and arrangements related to the subject matter. Norepresentation, undertaking, or promise made prior to the Agreement shall beeffective or valid except as may be expressly stated in the Agreement.

Addendum - AdScientist Data Processing Agreement

This AdScientist Data Protection Addendum("Addendum") including the Standard Contractual Clauses forms part ofthe agreement between the parties as defined by the AdScientist Customer Termsof Service ("Agreement").

The term of this DPA shall follow the term of the Agreement.Terms not otherwise defined herein shall have the meaning as set forth in theAgreement. Except as modified below, the terms of the Agreement shall remain infull force and effect.

In consideration of the mutual obligations set out herein,the parties hereby agree that the terms and conditions set out below shall beadded as an Addendum to the Agreement. Except where the context requiresotherwise, references in this Addendum to the Agreement are to the Agreement asamended by, and including, this Addendum.

1. Definitions

In this Addendum, the following terms shall have themeanings set out below and cognate terms shall be construed accordingly:

"Applicable Laws" means (a) European Union orMember State laws with respect to any Company Personal Data in respect of whichany Company Group Member is subject to EU Data Protection Laws; and (b) anyother applicable law with respect to any Company Personal Data in respect ofwhich any Company Group Member is subject to any other Data Protection Laws;

"Company Affiliate" means an entity that owns orcontrols, is owned or controlled by or is or under common control or ownershipwith Company, where control is defined as the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of an entity, whether through ownership of voting securities, bycontract or otherwise;

"Company Group Member" means Company or anyCompany Affiliate;

"Company Personal Data" means any Personal DataProcessed by a Contracted Processor on behalf of a Company Group Memberpursuant to or in connection with the Agreement;

"Contracted Processor" means Vendor or aSubprocessor;

"Data Protection Laws" means EU Data ProtectionLaws and, to the extent applicable, the data protection or privacy laws of anyother country;

"EEA" means the European Economic Area;

"EU Data Protection Laws" means EU Directive95/46/EC, as transposed into domestic legislation of each Member State and asamended, replaced or superseded from time to time, including by the GDPR andlaws implementing or supplementing the GDPR;

"GDPR" means EU General Data Protection Regulation2016/679;

"Restricted Transfer" means:

a transfer of Company Personal Data from any Company GroupMember to a Contracted Processor; or

an onward transfer of Company Personal Data from aContracted Processor to a Contracted Processor, or between two establishmentsof a Contracted Processor, in each case, where such transfer would beprohibited by Data Protection Laws (or by the terms of data transfer agreementsput in place to address the data transfer restrictions of Data Protection Laws)in the absence of the Standard Contractual Clauses to be established undersection [6.4.3 or] 12 below;

"Services" means the services and other activitiesto be supplied to or carried out by or on behalf of Vendor for Company GroupMembers pursuant to the Agreement;

"Standard Contractual Clauses" means thecontractual clauses set out in Annex 2, amended as indicated (in squarebrackets and italics) in that Annex and under section 13.4;

"Subprocessor" means any person (including anythird party and any Vendor Affiliate, but excluding an employee of Vendor orany of its sub-contractors) appointed by or on behalf of Vendor or any VendorAffiliate to Process Personal Data on behalf of any Company Group Member inconnection with the Agreement; and

"Vendor Affiliate" means an entity that owns orcontrols, is owned or controlled by or is or under common control or ownershipwith Vendor, where control is defined as the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of an entity, whether through ownership of voting securities, bycontract or otherwise.

The terms, "Commission", "Controller","Data Subject", "Member State", "Personal Data","Personal Data Breach", "Processing" and "SupervisoryAuthority" shall have the same meaning as in the GDPR, and their cognateterms shall be construed accordingly.

2. Processing of Company Personal Data

Vendor and each Vendor Affiliate shall:

Not Process Company Personal Data other than on the relevantCompany Group Member’s documented instructions unless Processing is required byApplicable Laws to which the relevant Contracted Processor is subject, in whichcase Vendor or the relevant Vendor Affiliate shall to the extent permitted byApplicable Laws inform the relevant Company Group Member of that legalrequirement before the relevant Processing of that Personal Data.

Each Company Group Member:

instructs Vendor and each Vendor Affiliate (and authorisesVendor and each Vendor Affiliate to instruct each Subprocessor) to:

Process Company Personal Data; and

in particular, transfer Company Personal Data to any countryor territory, as reasonably necessary for the provision of the Services andconsistent with the Agreement; and

warrants and represents that it is and will at all relevanttimes remain duly and effectively authorised to give the instruction set out insection 2.2.1 on behalf of each relevant Company Affiliate.

3. Vendor and Vendor Affiliate Personnel

Vendor and each Vendor Affiliate shall take reasonable stepsto ensure the reliability of any employee, agent or contractor of anyContracted Processor who may have access to the Company Personal Data, ensuringin each case that access is strictly limited to those individuals who need toknow / access the relevant Company Personal Data, as strictly necessary for thepurposes of the Agreement, and to comply with Applicable Laws in the context ofthat individual's duties to the Contracted Processor, ensuring that all suchindividuals are subject to confidentiality undertakings or professional orstatutory obligations of confidentiality.

4. Security

Taking into account the state of the art technology beingused in the platform, the costs of implementation and the nature, scope,context and purposes of Processing as well as the risk of varying likelihoodand severity for the rights and freedoms of natural persons, Vendor and eachVendor Affiliate shall in relation to the Company Personal Data implementappropriate technical and organizational measures to ensure a level of securityappropriate to that risk, including, as appropriate, the measures referred toin Article 32(1) of the GDPR.

In assessing the appropriate level of security, Vendor andeach Vendor Affiliate shall take account in particular of the risks that arepresented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

Each Company Group Member authorises Vendor and each VendorAffiliate to appoint (and permit each Subprocessor appointed in accordance withthis section 5 to appoint) Subprocessors in accordance with this section 5 andany restrictions in the Agreement.

Vendor and each Vendor Affiliate may continue to use thoseSubprocessors already engaged by Vendor or any Vendor Affiliate as at the dateof this Addendum, subject to Vendor and each Vendor Affiliate in each case assoon as practicable meeting the obligations set out in section 5.4.

Vendor shall give Company prior written notice of theappointment of any new Subprocessor, including full details of the Processingto be undertaken by the Subprocessor. If, within 30 days of receipt of thatnotice, Company notifies Vendor in writing of any objections (on reasonablegrounds) to the proposed appointment: Neither Vendor nor any Vendor Affiliateshall appoint (or disclose any Company Personal Data to) that proposedSubprocessor until reasonable steps have been taken to address the objections raisedby any Company Group Member and Company has been provided with a reasonablewritten explanation of the steps taken.

With respect to each Subprocessor, Vendor or the relevantVendor Affiliate shall:

Before the Subprocessor first Processes Company PersonalData (or, where relevant, in accordance with section 5.2), carry out adequatedue diligence to ensure that the Subprocessor is capable of providing the levelof protection for Company Personal Data required by the Agreement;

Ensure that the arrangement between on the one hand (a)Vendor, or (b) the relevant Vendor Affiliate, or (c) the relevant intermediateSubprocessor; and on the other hand the Subprocessor, is governed by a writtencontract including terms which offer at least the same level of protection forCompany Personal Data as those set out in this Addendum and meet therequirements of article 28(3) of the GDPR;

If that arrangement involves a Restricted Transfer, ensurethat the Standard Contractual Clauses are at all relevant times incorporatedinto the agreement between on the one hand (a) Vendor, or (b) the relevantVendor Affiliate, or (c) the relevant intermediate Subprocessor; and on theother hand the Subprocessor, or before the Subprocessor first Processes CompanyPersonal Data procure that it enters into an agreement incorporating theStandard Contractual Clauses with the relevant Company Group Member(s); and

Provide to Company for review such copies of the ContractedProcessors' agreements with Subprocessors (which may be redacted to removeconfidential commercial information not relevant to the requirements of thisAddendum) as Company may request from time to time.

Vendor and each Vendor Affiliate shall ensure that eachSubprocessor performs the obligations, as they apply to Processing of CompanyPersonal Data carried out by that Subprocessor, as if it were party to thisAddendum in place of Vendor.

6. Data Subject Rights

Vendor will provide reasonable assistance, includingtechnical and organizational measures and taking into account the nature of theProcessing, to enable Controller to respond to any request from Data Subjectsseeking to exercise their rights under the Data Protection Law with respect toPersonal Data (including access, rectification, restriction, deletion orportability of Personal Data, as applicable), to the extent permitted by thelaw.

If such request is made directly to Vendor, Vendor willpromptly inform Company Group Member and will advise Data Subjects to submittheir request to the Company Group Member directly, who shall be solelyresponsible for responding to any Data Subjects’ requests.

7. Personal Data Breach

Vendor shall notify Company without undue delay upon Vendoror any Subprocessor becoming aware of a Personal Data Breach affecting CompanyPersonal Data, providing Company with sufficient information to allow eachCompany Group Member to meet any obligations to report or inform Data Subjectsof the Personal Data Breach under the Data Protection Laws.

Vendor shall co-operate with Company and each Company GroupMember and take such reasonable commercial steps as are directed by Company toassist in the investigation, mitigation and remediation of each such PersonalData Breach.

8. Data Protection Impact Assessment and Prior Consultation

Vendor and each Vendor Affiliate shall provide reasonableassistance to each Company Group Member with any data protection impactassessments, and prior consultations with Supervising Authorities or othercompetent data privacy authorities, which Company reasonably considers to berequired of any Company Group Member by article 35 or 36 of the GDPR orequivalent provisions of any other Data Protection Law, in each case solely inrelation to Processing of Company Personal Data by, and taking into account thenature of the Processing and information available to, the ContractedProcessors.

9. Deletion or return of Company Personal Data

Other than to the extent required to comply with DataProtection Law, following termination or expiry of the Agreement, Processorwill return or delete all Personal Data processed pursuant to this DPA in areasonable time frame. If Processor is unable to delete Personal Data fortechnical or other reasons, Processor will apply measures to ensure thatPersonal Data is blocked from any further Processing.

10. Audit

Vendor and each Vendor Affiliate shall make available toeach Company Group Member on request all information necessary to demonstratecompliance with this Addendum, and shall allow for and contribute to audits,including inspections, by any Company Group Member or an auditor mandated byany Company Group Member in relation to the Processing of the Company PersonalData by the Contracted Processors.

Information and audit rights of the Company Group Membersonly arise under section 10.1 to the extent that the Agreement does nototherwise give them information and audit rights meeting the relevantrequirements of Data Protection Law (including, where applicable, article28(3)(h) of the GDPR).

11. Restricted Transfers

Subject to section 11.3, each Company Group Member (as"data exporter") and each Contracted Processor, as appropriate, (as"data importer") hereby enter into the Standard Contractual Clausesin respect of any Restricted Transfer from that Company Group Member to thatContracted Processor.

The Standard Contractual Clauses shall come into effectunder section 11.1 on the later of:

the data exporter becoming a party to them;

the data importer becoming a party to them; and

commencement of the relevant Restricted Transfer.

Section 11.1 shall not apply to a Restricted Transfer unlessits effect, together with other reasonably practicable compliance steps (which,for the avoidance of doubt, do not include obtaining consents from DataSubjects), is to allow the relevant Restricted Transfer to take place withoutbreach of applicable Data Protection Law.

12. General Terms

Effective 25 May 2018, AdScientist will process PersonalData in accordance with the GDPR requirements contained herein which aredirectly applicable to AdScientist's provision of the Subscription Services.

Nothing in this Addendum reduces Vendor's or any VendorAffiliate’s obligations under the Agreement in relation to the protection ofPersonal Data or permits Vendor or any Vendor Affiliate to Process (or permitthe Processing of) Personal Data in a manner which is prohibited by theAgreement. In the event of any conflict or inconsistency between this Addendumand the Standard Contractual Clauses, the Standard Contractual Clauses shallprevail.

Subject to section 12.1, with regard to the subject matterof this Addendum, in the event of inconsistencies between the provisions ofthis Addendum and any other agreements between the parties, including theAgreement and including (except where explicitly agreed otherwise in writing,signed on behalf of the parties) agreements entered into or purported to beentered into after the date of this Addendum, the provisions of this Addendumshall prevail.

Should any provision of this Addendum be invalid orunenforceable, then the remainder of this Addendum shall remain valid and inforce. The invalid or unenforceable provision shall be either (i) amended asnecessary to ensure its validity and enforceability, while preserving theparties’ intentions as closely as possible or, if this is not possible, (ii)construed in a manner as if the invalid or unenforceable part had never beencontained therein.

Standard Contractual Clauses (Processors)

For the purposes of Article 26(2) of Directive 95/46/EC forthe transfer of personal data to processors established in third countrieswhich do not ensure an adequate level of data protection,

The Customer, as defined in the AdScientist Customer Termsof Service (the "data exporter")

And

AdScientist Technologies Inc., IRAQ, Baghdad, Al-Karkh (the"data importer"),

each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (theClauses) in order to adduce adequate safeguards with respect to the protectionof privacy and fundamental rights and freedoms of individuals for the transferby the data exporter to the data importer of the personal data specified inAppendix 1.

Clause 1 - Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’,‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC ofthe European Parliament and of the Council of 24 October 1995 on the protectionof individuals with regard to the processing of personal data and on the freemovement of such data;

(b) ‘the Data Exporter’ means the controller who transfersthe personal data;

(c) ‘the Data Importer’ means the processor who agrees toreceive from the data exporter personal data intended for processing on hisbehalf after the transfer in accordance with his instructions and the terms ofthe Clauses and who is not subject to a third country’s system ensuringadequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the Subprocessor’ means any processor engaged by thedata importer or by any other subprocessor of the data importer who agrees toreceive from the data importer or from any other subprocessor of the dataimporter personal data exclusively intended for processing activities to becarried out on behalf of the data exporter after the transfer in accordancewith his instructions, the terms of the Clauses and the terms of the writtensubcontract;

(e) ‘the applicable data protection law’ means thelegislation protecting the fundamental rights and freedoms of individuals and,in particular, their right to privacy with respect to the processing ofpersonal data applicable to a data controller in the Member State in which thedata exporter is established;

(f) ‘technical and organisational security measures’ meansthose measures aimed at protecting personal data against accidental or unlawfuldestruction or accidental loss, alteration, unauthorised disclosure or access,in particular where the processing involves the transmission of data over anetwork, and against all other unlawful forms of processing.

Clause 2 - Details of the transfer

The details of the transfer and in particular the specialcategories of personal data where applicable are specified in Appendix 1 whichforms an integral part of the Clauses.

Clause 3 - Third-party beneficiary clause

The data subject can enforce against the data exporter thisClause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and(2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

The data subject can enforce against the data importer thisClause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), andClauses 9 to 12, in cases where the data exporter has factually disappeared orhas ceased to exist in law unless any successor entity has assumed the entirelegal obligations of the data exporter by contract or by operation of law, as aresult of which it takes on the rights and obligations of the data exporter, inwhich case the data subject can enforce them against such entity.

The data subject can enforce against the subprocessor thisClause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), andClauses 9 to 12, in cases where both the data exporter and the data importerhave factually disappeared or ceased to exist in law or have become insolvent,unless any successor entity has assumed the entire legal obligations of thedata exporter by contract or by operation of law as a result of which it takeson the rights and obligations of the data exporter, in which case the datasubject can enforce them against such entity. Such third-party liability of thesubprocessor shall be limited to its own processing operations under theClauses.

The parties do not object to a data subject beingrepresented by an association or other body if the data subject so expresslywishes and if permitted by national law.

Clause 4 - Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, ofthe personal data has been and will continue to be carried out in accordancewith the relevant provisions of the applicable data protection law (and, whereapplicable, has been notified to the relevant authorities of the Member Statewhere the data exporter is established) and does not violate the relevantprovisions of that State;

(b) that it has instructed and throughout the duration ofthe personal data-processing services will instruct the data importer toprocess the personal data transferred only on the data exporter’s behalf and inaccordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficientguarantees in respect of the technical and organisational security measuresspecified in Appendix 2 to this contract;

(d) that after assessment of the requirements of theapplicable data protection law, the security measures are appropriate toprotect personal data against accidental or unlawful destruction or accidentalloss, alteration, unauthorised disclosure or access, in particular where theprocessing involves the transmission of data over a network, and against allother unlawful forms of processing, and that these measures ensure a level ofsecurity appropriate to the risks presented by the processing and the nature ofthe data to be protected having regard to the state of the art and the cost oftheir implementation;

(e) that it will ensure compliance with the securitymeasures;

(f) that, if the transfer involves special categories ofdata, the data subject has been informed or will be informed before, or as soonas possible after, the transfer that its data could be transmitted to a thirdcountry not providing adequate protection within the meaning of Directive95/46/EC;

(g) to forward any notification received from the dataimporter or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to thedata protection supervisory authority if the data exporter decides to continuethe transfer or to lift the suspension;

(h) to make available to the data subjects upon request acopy of the Clauses, with the exception of Appendix 2, and a summarydescription of the security measures, as well as a copy of any contract forsubprocessing services which has to be made in accordance with the Clauses,unless the Clauses or the contract contain commercial information, in whichcase it may remove such commercial information;

(i) that, in the event of subprocessing, the processingactivity is carried out in accordance with Clause 11 by a subprocessorproviding at least the same level of protection for the personal data and therights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5 - Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the dataexporter and in compliance with its instructions and the Clauses; if it cannotprovide such compliance for whatever reasons, it agrees to inform promptly thedata exporter of its inability to comply, in which case the data exporter isentitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislationapplicable to it prevents it from fulfilling the instructions received from thedata exporter and its obligations under the contract and that in the event of achange in this legislation which is likely to have a substantial adverse effecton the warranties and obligations provided by the Clauses, it will promptlynotify the change to the data exporter as soon as it is aware, in which casethe data exporter is entitled to suspend the transfer of data and/or terminatethe contract;

(c) that it has implemented the technical and organisationalsecurity measures specified in Appendix 2 before processing the personal datatransferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of thepersonal data by a law enforcement authority unless otherwise prohibited, suchas a prohibition under criminal law to preserve the confidentiality of a lawenforcement investigation;

(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjectswithout responding to that request, unless it has been otherwise authorised todo so;

(e) to deal promptly and properly with all inquiries fromthe data exporter relating to its processing of the personal data subject tothe transfer and to abide by the advice of the supervisory authority withregard to the processing of the data transferred;

(f) at the request of the data exporter to submit itsdata-processing facilities for audit of the processing activities covered bythe Clauses which shall be carried out by the data exporter or an inspectionbody composed of independent members and in possession of the requiredprofessional qualifications bound by a duty of confidentiality, selected by thedata exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request acopy of the Clauses, or any existing contract for subprocessing, unless theClauses or contract contain commercial information, in which case it may removesuch commercial information, with the exception of Appendix 2 which shall bereplaced by a summary description of the security measures in those cases wherethe data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previouslyinformed the data exporter and obtained its prior written consent;

(i) that the processing services by the subprocessor will becarried out in accordance with Clause 11;

(j) to send promptly a copy of any subprocessor agreement itconcludes under the Clauses to the data exporter.

Clause 6 - Liability

The parties agree that any data subject, who has suffereddamage as a result of any breach of the obligations referred to in Clause 3 orin Clause 11 by any party or subprocessor is entitled to receive compensationfrom the data exporter for the damage suffered.

Clause 7 - Mediation and jurisdiction

The data importer agrees that if the data subject invokesagainst it third-party beneficiary rights and/or claims compensation fordamages under the Clauses, the data importer will accept the decision of thedata subject:

(a) to refer the dispute to mediation, by an independentperson or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member Statein which the data exporter is established.

The parties agree that the choice made by the data subjectwill not prejudice its substantive or procedural rights to seek remedies inaccordance with other provisions of national or international law.

Clause 8 - Cooperation with supervisory authorities

The data exporter agrees to deposit a copy of this contractwith the supervisory authority if it so requests or if such deposit is requiredunder the applicable data protection law.

The parties agree that the supervisory authority has theright to conduct an audit of the data importer, and of any subprocessor, whichhas the same scope and is subject to the same conditions as would apply to anaudit of the data exporter under the applicable data protection law.

The data importer shall promptly inform the data exporterabout the existence of legislation applicable to it or any subprocessorpreventing the conduct of an audit of the data importer, or any subprocessor,pursuant to paragraph 2. In such a case the data exporter shall be entitled totake the measures foreseen in Clause 5(b).

Clause 9 - Governing law

The Clauses shall be governed by the law of the Member Statein which the data exporter is established.

Clause 10 - Variation of the contract

The parties undertake not to vary or modify the Clauses.This does not preclude the parties from adding clauses on business relatedissues where required as long as they do not contradict the Clause.

Clause 11 - Subprocessing

The data importer shall not subcontract any of itsprocessing operations performed on behalf of the data exporter under theClauses without the prior written consent of the data exporter. Where the dataimporter subcontracts its obligations under the Clauses, with the consent ofthe data exporter, it shall do so only by way of a written agreement with thesubprocessor which imposes the same obligations on the subprocessor as areimposed on the data importer under the Clauses. Where the subprocessor fails tofulfil its data protection obligations under such written agreement the dataimporter shall remain fully liable to the data exporter for the performance ofthe subprocessor’s obligations under such agreement.

The prior written contract between the data importer and thesubprocessor shall also provide for a third-party beneficiary clause as laiddown in Clause 3 for cases where the data subject is not able to bring theclaim for compensation referred to in paragraph 1 of Clause 6 against the dataexporter or the data importer because they have factually disappeared or haveceased to exist in law or have become insolvent and no successor entity hasassumed the entire legal obligations of the data exporter or data importer bycontract or by operation of law. Such third-party liability of the subprocessorshall be limited to its own processing operations under the Clauses.

The provisions relating to data protection aspects forsubprocessing of the contract referred to in paragraph 1 shall be governed bythe law of the Member State in which the data exporter is established.

The data exporter shall keep a list of subprocessingagreements concluded under the Clauses and notified by the data importerpursuant to Clause 5(j), which shall be updated at least once a year. The listshall be available to the data exporter’s data protection supervisoryauthority.

Clause 12 - Obligation after the termination of personaldata-processing services

The parties agree that on the termination of the provisionof data-processing services, the data importer and the subprocessor shall, atthe choice of the data exporter, return all the personal data transferred andthe copies thereof to the data exporter or shall destroy all the personal dataand certify to the data exporter that it has done so, unless legislationimposed upon the data importer prevents it from returning or destroying all orpart of the personal data transferred. In that case, the data importer warrantsthat it will guarantee the confidentiality of the personal data transferred andwill not actively process the personal data transferred anymore.

The data importer and the subprocessor warrant that uponrequest of the data exporter and/or of the supervisory authority, it willsubmit its data-processing facilities for an audit of the measures referred toin paragraph 1.

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses. The Member Statesmay complete or specify, according to their national procedures, any additionalnecessary information to be contained in this Appendix.

A. Data exporter

The data exporter is the Customer, as defined in the AdScientistCustomer Terms of Service (“Agreement”).

B. Data importer

The data importer is AdScientist Technologies Inc., a globalprovider of chatbot and customer engagement software.

C. Data subjects

Categories of data subjects set out under Section 2 of theData Processing Agreement to which the Clauses are attached.

D. Categories of data

E. Special categories of data (if appropriate)

The parties do not anticipate the transfer of specialcategories of data.

F. Processing operations

The processing activities set out under Section 2 of theData Processing Agreement to which the Clauses are attached.

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses.

Description of the technical and organizational securitymeasures implemented by the data importer in accordance with Clauses 4(d) and5(c) (or document/legislation attached):

AdScientist currently observes the security practices asdescribed in this Appendix 2.

Notwithstanding any provision to the contrary otherwiseagreed to by data exporter, AdScientist may modify or update these practices atits discretion provided that such modification and update does not result in amaterial degradation in the protection offered by these practices. Allcapitalized terms not otherwise defined herein shall have the meanings as setforth in the Agreement and the Addendum.

Hosting: AdScientist hosts its platform and services onoutsourced subprocessors who adhere to strict physical and environmentalguidelines. AdScientist maintains contractual relationships with such vendorsin order to provide the Service in accordance with our Data ProcessingAgreement.

Authentication: Customer data is stored in multi-tenantsystems whose access is provided via the platform via user interface orapplication programming interface. Authentication mechanism is put in place forsuch access with a defined policy for passwords. AdScientist’s authorizationmodel enforces that only users with specified access can use the platform.

Access controls and monitoring: Network access controlmechanisms are enabled to prevent access to unauthorized protocols keeping theunderlying platform safe. AdScientist has systems in place to detect and notifyabnormal network activity patterns. AdScientist also performs periodicvulnerability detection scans to determine system risks.

Platform Data Access: A limited subset of AdScientist’semployees have access to the customer data who have abided by companyNon-Disclosure Agreements. Such access is controlled and secured by two-factorauthentication. A review is done at least twice a year to determine the rolesand individuals requiring such access.

Background Checks: All AdScientist employees undergobackground checks prior to the acceptance of their employment offer under theprevailing legal guidelines. All employees are required to act in a mannerconsistent with the company’s policies, non-disclosure, and other contractualrequirements.

Data Transmission: All network communication on the platformhappens over secured HTTPS protocol. AdScientist follows industry standardimplementation for HTTPS.

Data at Rest: As of 25th of May, 2018, AdScientist hasimplemented changes to secure the data by using industry standard encryption.

Detection: AdScientist logs data around platform access andusage, which includes alerting systems that would trigger in case of unintendedor malicious use of the platform.

Security Incidents: An incident log is maintained of everyincident where an abnormal platform use or data access is determined, includingdetails and impact. On every incident, an impact analysis is performed andsteps are taken to limit the damage to systems and unauthorized access.

Communication: If AdScientist becomes aware of unlawfulaccess to customer data, AdScientist agrees to notify the customers of theincident. It also would communicate information about the incident and stepstaken for its resolution. Notification for such incidents will be sent toindividual customers or such groups having been affected by the incident overemail and/or phone or a medium AdScientist deems fit.

Availability: AdScientist, via its infrastructure providers,ensures a platform availability of 99.9% availability of the platform andsupporting systems.

Backups: Data backups are taken for customer data andconfigurations at regular intervals. The periodicity of such backups may changewithout affecting the terms of the agreement.

List of Sub-Processors

Amazon Web Services, Inc.

Google, Inc.

Facebook, Inc.

Bitrix

Sendgrid, Inc

AdScientist Technologies Inc. and its subsidiaries.

For more details, email us at info@adscientist.iq.

AdScientist Acquire

THESE TERMS OF USE (“TERMS”) ARE A BINDING CONTRACT BETWEENYOU AND ADSCIENTIST ACQUIRE (“WE”, “US”), A CUSTOMER ACQUISITION PLATFORM(HENCEFORTH REFERRED TO AS THE “PLATFORM”) BUILT BY ADSCIENTIST TECHNOLOGIESINC, A COMPANY REGISTERED IN IRAQ, BAGHDAD, AL-KARKH. BY SUBSCRIBING ANDACCESSING THE BELOW TERMS, YOU AGREE TO THESE TERMS ON BEHALF OF YOURSELF AS ANINDIVIDUAL USER, OR ON BEHALF OF THE ORGANIZATION YOU REPRESENT (“CUSTOMER”,“YOU”). IN CASE YOU DO NOT AGREE TO ANY OF THE TERMS LISTED BELOW, YOU MAYREFRAIN FROM USING (OR ACCESSING) THE PLATFORM AND RELATED SERVICES.

1. Introduction

Welcome to AdScientist Acquire, customer acquisitionsoftware for lead generation, lead engagement, and content management. Pleaseread on to learn the terms that govern your use of AdScientist website(s),services, and platform. If you have any questions, comments, or concernsregarding these terms or the Services, please feel free to connect with us at info@adscientist.iq.

2. Platform Access

2.1 Eligibility

2.1.1. The Children’s Online Privacy Protection Act(“COPPA”) requires that online service providers obtain parental consent beforethey knowingly collect personally identifiable information online from childrenwho are under 13.

2.1.3. If we learn we have collected personal informationfrom a child under 13, we will delete that information as quickly as possible.

2.1.4. If you believe that a child under 13 may haveprovided us personal information, please contact us at info@adscientist.iq.

2.2 Registration and Account Integrity

2.2.1. As part of the registration process, you will need tosign up and create an account, including a username & password, on theplatform (app.mohammedraad.iq).

3. Usage of Platform

3.1 Services

3.1.1. We provide you with a platform interface and arelated set of services (“Services”) which can enable you to subscribe and usethe same for creation, modification, and maintenance of RPA programs that mayhelp you improve your business process(es) in an as-is condition.

3.1.3. You are solely responsible and liable for complyingwith the Platform Policies that you opt for using the workflows within theplatform, and AdScientist bears no commercial or any other liability orresponsibility for the data being generated and being used by you. By using theplatform, you implicitly agree to and accept all of the Terms and Conditions,or you will lose the right to use the platform and services.

3.2 Limitations of Service

3.2.2. You acknowledge that we do not assume any liabilityfor any data handled/generated by you on the platform, including profiles,content, social channels.

3.3 Service Revisions

3.3.1. As we are constantly trying to improve the platform,we may introduce modifications/revisions to the functionality, content,features, and modules of the platform, or choose to discontinue or imposelimits on certain features or restrict access to parts or all of the Servicesat any time without notice.

3.4 Temporary Suspension of Services

3.4.1. We may temporarily limit or suspend the Services fromtime to time at our discretion, including to perform upgrades to, andmaintenance of, the platform.

3.5 Unacceptable Use of Services and User Conduct

3.5.1. You represent, warrant, and agree that you will notcreate and/or contribute any Content or User Submission (each of those terms isdefined below) or otherwise create any process bots or use the Services in amanner that:

(a) Infringes or violates the intellectual property rightsor any other rights of anyone else (including AdScientist);

(b) Violates any law or regulation, including any applicableexport control laws;

(d) Jeopardizes the security of your AdScientist account oranyone else’s (such as allowing someone else to log in to the Services as you);

(e) Attempts, in any manner, to obtain the password,account, or other security information from any other user;

(f) Violates the security of any computer network, or cracksany passwords or security encryption codes;

(g) Runs Maillist, Listserv, any form of auto-responder or“spam” on the Services, or any processes that run or are activated while youare not logged into the Services, or that otherwise interfere with the properworking of the Services (including by placing an unreasonable load on theServices’ infrastructure);

(h) “Crawls,” “scrapes,” or “spiders” any page, data, orportion of or relating to the Services or Content (through use of manual orautomated means);

(i) Copies or stores any significant portion of the Content;

(j) Decompiles, reverse engineers, or otherwise attempts toobtain the source code or underlying ideas or information of or relating to theServices.

(k) Is non-compliant with any international agreements onGlobal Data Privacy Regulations (GDPR) and The Children’s Online PrivacyProtection Act (“COPPA”) and any of its revisions, changes, or impacts that arelisted and will be communicated to you in case of any changes from the currentregulation.

3.6 Account Access

3.6.1. As discussed in Section 2.2, you are solelyresponsible for the credentials to your account and for any activity thathappens in the account, intentionally or unintentionally.

3.6.2. In case any unwarranted activity is noticed, youshould notify us immediately by sending an email to info@adscientist.iq.

3.7 System Maintenance

3.8 Compliance with Laws

3.8.1. You shall comply with all applicable laws, includingthe ones around protection of personal information and data privacy.

3.9 Compliance by Users

3.9.1. You will need to ensure that your Users are informedthat they are governed by, and hence comply with, all applicable laws,including laws governing the protection of personal information.

4. Data & Privacy Policy

4.1 Data Ownership

4.1.1. As defined in the Data Processing Agreement, allinformation shared with us is owned by you. We are not responsible forevaluating its integrity, quality, accuracy, or reliability.

4.2 Copyrighted Material

4.2.1. Digital Millennium Copyright Act (the “DMCA”) relatesto online service providers, like us, who are responsible to remove anymaterial that allegedly violates someone’s copyright.

4.2.2. We respect others’ intellectual property rights, andwe reserve the right to delete or disable any such content, and to terminateany account(s) that is/are alleged repeat-infringers.

4.3 Content Monitoring

4.3.1. Any information or content publicly posted orprivately transmitted through the Services, and any process bots created usingthe platform, are the sole responsibility of the person from whom such contentis originated. You should access all such information and content at your ownrisk, and we aren’t liable for any errors or omissions in that information orcontent or for any damages or loss you might suffer in connection with it.

4.4 Data Processing, Access, and Backups

4.4.1. We may utilize the services of multiplesub-processors for the purpose of providing the services.

4.4.2. Any data collected by us through our services shallbe as defined by us in the Data Processing Agreement.

4.4.3. It is advisable that you take all required backups ofyour data prior to requesting a downgrade (or termination) in service.

4.5 Privacy Policy

4.5.1. We take the privacy of our users very seriously. Forour latest Privacy Policy, please click here.

4.5.2. We do not explicitly collect any personal informationsuch as age, gender, address, etc., unless shared.

5. Subscriptions, Payments, and Billing

5.1 Free Trial

5.1.1. We offer some basic functionalities of our Servicesunder a Free Trial plan. In case you register for this service, we will make itavailable to you free of charge, for a trial basis, until the earlier of (a)the end of the free trial applicable to you; (b) the start date of anysubscription purchased by you; or (c) termination of the trial by us at oursole discretion.

5.2 Subscription Plans & Fees

5.2.2. We have a pre-set, tier-based subscription planswhich have been structured based on multiple factors. For more details on theplans and their pricing, please follow this link.

5.2.4. We reserve the right to change all/any of thesubscription plan tiers, its pricing, and the features offered at any time andwithout prior notice.

5.3 Subscription Changes (Upgrade/Downgrade)

5.3.5. AdScientist provides easy upgrade/downgrade optionsfrom your chosen subscription.

5.3.6 Plan Upgrade

Whenever you would want to upgrade your subscription plan,you can do so from the platform. On upgrade, the benefits of the upgraded planwill be available for the remainder of the days in the existing billing cycle.All subsequent bills will be generated based on the upgraded plan amount.

5.3.7 Plan Downgrade

If you ever wish to downgrade your existing subscriptionplan, you may choose to do so from the platform. Downgrades will be appliedonly at the end of the current billing term. All subsequent bills will begenerated based on the downgraded plan amount.

5.3.8. For immediate downgrades, you may reach out to us at info@adscientist.iq.

5.4 Subscription Cancellation

5.4.1. All subscription cancellations will be done manually.

5.4.2. You may cancel your account(s) at any point of time.If you wish so, please reach out to us atinfo@adscientist.iq for processing cancellations.

5.4.3. No refunds will be processed for subscriptioncancellations (as described in 5.5).

5.5 Refund Policy

5.5.1. NO REFUNDS will be offered for remaining unused dayson cancellation from an existing Subscription Plan.

5.5.2. NO REFUNDS will be offered if a downgrade isrequested before the end of the current billing term.

5.5.3. In case of any queries, you can write to us at info@adscientist.iq.

5.6 Processing of Payments and Billing

5.6.1. We reserve the right to use a third-party paymentprocessor, which is PCI-DSS compliant, for all billing and payment receipts.

5.6.2. The credit card information provided to us shall beautomatically charged for any modification to existing services or uponrenewal.

5.6.3. In the event where you do not wish to process yourpayment via credit card, you can do so through bank/wire transfer/cheque. Thiswould be done only on your explicit request by writing to us at info@adscientist.iq.

5.6.4. In the event that we are unable to bill the creditcard on file or you request us (in writing over email) to not bill the creditcard, you shall be solely responsible for completing the expected payment bywhatever means. In the event that payment is not made, the services may becomeunavailable to you, and we may terminate this Agreement without notice.

5.7 Revision of Fees

5.7.1. We reserve the right to revise the service feesapplicable for a paid plan or functionality at its sole discretion.

5.7.2. The revised fees will only take effect from the nextrenewal date of your existing subscription plan.

5.7.3. You would be notified over email in case of suchrevision of fees.

6. Disclaimer of Warranty

6.1 Risk

6.2 Use of Internet

6.2.2. We do not warrant that the services will beuninterrupted or that you will be able to access or use the Services at thelocation and times of your choosing.

6.3 Technical Support

6.3.1. We provide all kinds of technical support for anyissues/roadblocks to the usage of the available services, based on our SupportPolicy.

6.3.2. The support would be provided over email. Allcommunications regarding the same are expected to be directed tosupport@mohammedraad.iq.

6.3.3. We reserve the right not to provide a full technicalsupport service to free or trial account users.

6.3.4. You are solely responsible for the procurement of anyhardware or services required to use the Services, including any computers,servers, or Internet access.

7. Liability Limits

7.2. We shall not be liable for any indirect, consequential,exemplary, incidental, special, or punitive damages, including loss of profits.

8. Indemnity

(a) your use of the Services (including any actions taken bya third party using your account, including those mentioned in Section 3.5),

(b) your violation of these Terms, or

9. Ownership

9.1 Intellectual Property

(i) without the prior consent of the owner of that Contentor

(ii) in a way that violates someone else’s (including AdScientist's)rights.

9.2 User Submissions

9.2.1. Anything you (or your users) post, upload, share,store, or otherwise provide through the Services, including any process botsyou create and/or communicate with through the Services, is your “UserSubmission.”

9.2.5. If you share a User Submission only in a manner thatonly certain specified users can view; for example, a private message to aprocess bot (a “Limited Audience User Submission”), then you grant us thelicenses above, as well as a license to display, perform, and distribute yourLimited Audience User Submission for the sole purpose of making that LimitedAudience User Submission accessible to such other specified users, andproviding the Services necessary to do so. Also, you grant such other specifiedusers a license to access that Limited Audience User Submission, and to use andexercise all rights in it, as permitted by the functionality of the Services.

9.2.7. You agree that the licenses you grant areroyalty-free, perpetual, sublicensable, irrevocable, and worldwide. All processbots created through the Services will automatically include an attribution to AdScientist.You agree not to remove, modify, or obscure the AdScientist attribution. Inaddition, you hereby grant us a nonexclusive license to use any process botsyou create using the Services in AdScientist's marketing materials (such as onmohammedraad.iq). Finally, you understand and agree that AdScientist, inperforming the required technical steps to provide the Services to our users(including you), may need to make changes to your User Submissions to conformand adapt those User Submissions to the technical requirements of connectionnetworks, devices, services, or media, and the foregoing licenses include therights to do so.

10. Terms

10.1 Effective Date of Terms

10.1.1. The Terms mentioned here are a binding contractbetween you and us.

10.1.3. This Agreement is effective until terminated by youor by us.

10.2 Termination by You

10.2.1. You’re free to stop using the Services at any time;just email us at info@adscientist.iqto notify.

10.2.3. Any Additional Services subscribed topost-termination will be licensed only for the Subscription Period selectedduring the registration or upgrade, and after payment of the relevant fees.

10.3 Termination by AdScientist

10.4 Events upon Termination

10.4.1. Account termination may result in the destruction ofany process bots and Content associated with your account, so keep that in mindbefore you decide to terminate your account.

10.5 Refunds on Termination

10.5.1. Section 5.5 (No Refunds) applies, regardless of thecause of termination, cancellation, or downgrade of subscription.

11. General

11.1 Jurisdiction

11.1.2. These general terms shall be governed solely by thelaws of IRAQ, BAGHDAD, AL-KARKH without regard to conflicts of law provisionsthereof. You agree that the exclusive forum for any disputes arising out of orrelating to this Agreement shall be an appropriate federal or state courtsitting in IRAQ, BAGHDAD, AL-KARKH.

11.2 Force Majeure

11.3 Notice

11.3.1. AdScientist may send notices to the customer’s emailcontact points provided by the customer, pursuant to these terms. You may sendnotices pursuant to these terms atinfo@adscientist.iq. All notices will be considered received 24 hours afterthey are sent.

11.3.2. All questions, notices, demands, or requests to AdScientistwith respect to this Agreement shall be made in writing to: info@adscientist.iq.

11.4 Assignment & Successors

11.4.2. These Terms shall be binding upon and inure to thebenefit of the Parties’ respective successors and assigns.

11.4.3. You may not assign or transfer, or purport to assignor transfer, any of your rights, duties, or obligations under the Agreement toany person or entity, in whole or in part, whether by assignment, merger,transfer of assets, sale of stock, operation of law, or otherwise. AdScientistmay assign or transfer this Agreement in its sole discretion.

11.5 Amendments

11.5.1. As we are constantly trying to improve our platform,the Terms may be subject to change.

11.5.3. In case of any such amendments, we will bring it toyour attention by notifying you through an email, post on AdScientist website,and/or by some other means, as far as possible.

11.5.4. The amendments made will be effective immediatelyafter posting it. Continued use of the Services after the amendment constitutesyour acceptance of the same.

11.5.5. If you don’t agree with the new Terms, you are freeto reject them; unfortunately, that means you will no longer be able to use theServices.

11.5.6. Except for changes by us as described here, no otheramendment or modification of these Terms will be effective unless in writingand signed by both you and us.

11.6 Waiver

11.6.1. No waiver, delay, or discharge by a party will bevalid unless in writing and signed by an authorized representative of the partyagainst which its enforcement is sought. Neither the failure of either party toexercise any right of termination nor the waiver of any default will constitutea waiver of the rights granted in the Agreement with respect to any subsequentor other default.

11.6.2. Failure by us to enforce any accrued rights underthese Terms & Conditions is not to be taken as or deemed to be a waiver ofthose rights unless we acknowledge the waiver in writing.

11.7 Severability

11.7.2. If a provision of the Agreement is held by a courtof competent jurisdiction to be invalid, void, or unenforceable, the remainingprovisions of the Agreement will not be affected, impaired, or invalidated. Ifthe absence of the provision adversely affects the substantive rights of aparty, the parties agree to replace the provision with a new provision thatclosely approximates the economic and proprietary results intended by theparties.

12. Entire Agreement

12.1. The Agreement, the Privacy Policy, Data ProcessingAgreement, and all other attached Schedules contain the entire and exclusiveAgreement and understanding between the parties on the subject matter of theAgreement.

13. Acceptance Signature

11.5.1. BY USING, APPLYING FOR, OR ACCEPTING THE SERVICESYOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BEBOUND BY AND COMPLY WITH IT. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TOTHIS AGREEMENT.

Addendum - AdScientist Data Processing Agreement

1. Definitions

In this Addendum, the following terms shall have themeanings set out below and cognate terms shall be construed accordingly:

"Company Group Member" means Company or anyCompany Affiliate;

"Company Personal Data" means any Personal DataProcessed by a Contracted Processor on behalf of a Company Group Memberpursuant to or in connection with the Agreement;

"Contracted Processor" means Vendor or aSubprocessor;

"Data Protection Laws" means EU Data ProtectionLaws and, to the extent applicable, the data protection or privacy laws of anyother country;

"EEA" means the European Economic Area;

"GDPR" means EU General Data Protection Regulation2016/679;

"Restricted Transfer" means:

a transfer of Company Personal Data from any Company GroupMember to a Contracted Processor; or

"Services" means the services and other activitiesto be supplied to or carried out by or on behalf of Vendor for Company GroupMembers pursuant to the Agreement;

"Standard Contractual Clauses" means thecontractual clauses set out in Annex 2, amended as indicated (in squarebrackets and italics) in that Annex and under section 13.4;

“Vendor” would mean AdScientist Technologies Inc., owners ofthe platform AdScientist.

2. Processing of Company Personal Data

Vendor and each Vendor Affiliate shall:

Each Company Group Member:

instructs Vendor and each Vendor Affiliate (and authorisesVendor and each Vendor Affiliate to instruct each Subprocessor) to:

Process Company Personal Data; and

in particular, transfer Company Personal Data to any countryor territory, as reasonably necessary for the provision of the Services andconsistent with the Agreement; and

warrants and represents that it is and will at all relevanttimes remain duly and effectively authorised to give the instruction set out insection 2.2.1 on behalf of each relevant Company Affiliate.

3. Vendor and Vendor Affiliate Personnel

4. Security

5. Subprocessing

With respect to each Subprocessor, Vendor or the relevantVendor Affiliate shall:

6. Data Subject Rights

7. Personal Data Breach

8. Data Protection Impact Assessment and Prior Consultation

9. Deletion or return of Company Personal Data

10. Audit

11. Restricted Transfers

The Standard Contractual Clauses shall come into effectunder section 11.1 on the later of:

the data exporter becoming a party to them;

the data importer becoming a party to them; and

commencement of the relevant Restricted Transfer.

12. General Terms

AdScientist will process Personal Data in accordance withthe GDPR requirements contained herein which are directly applicable to AdScientist'sprovision of the Subscription Services.

Standard Contractual Clauses (Processors)

For the purposes of Article 26(2) of Directive 95/46/EC forthe transfer of personal data to processors established in third countrieswhich do not ensure an adequate level of data protection,

The Customer, as defined in the AdScientist Customer Termsof Service (the “data exporter”)

And

AdScientist Technologies Inc., (the "dataimporter"),

each a ‘party’; together ‘the parties’,

Clause 1 - Definitions

For the purposes of the Clauses:

(b) ‘the Data Exporter’ means the controller who transfersthe personal data;

(f) technical and organisational security measures’ meansthose measures aimed at protecting personal data against accidental or unlawfuldestruction or accidental loss, alteration, unauthorised disclosure or access,in particular where the processing involves the transmission of data over anetwork, and against all other unlawful forms of processing.

Clause 2 - Details of the transfer

The details of the transfer and in particular the specialcategories of personal data where applicable are specified in Appendix 1 whichforms an integral part of the Clauses.

Clause 3 - Third-party beneficiary clause

-The data subject can enforce against the data exporter thisClause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and(2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

-The data subject can enforce against the data importer thisClause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), andClauses 9 to 12, in cases where the data exporter has factually disappeared orhas ceased to exist in law unless any successor entity has assumed the entirelegal obligations of the data exporter by contract or by operation of law, as aresult of which it takes on the rights and obligations of the data exporter, inwhich case the data subject can enforce them against such entity.

-The data subject can enforce against the subprocessor thisClause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), andClauses 9 to 12, in cases where both the data exporter and the data importerhave factually disappeared or ceased to exist in law or have become insolvent,unless any successor entity has assumed the entire legal obligations of thedata exporter by contract or by operation of law as a result of which it takeson the rights and obligations of the data exporter, in which case the datasubject can enforce them against such entity. Such third-party liability of thesubprocessor shall be limited to its own processing operations under theClauses.

The parties do not object to a data subject beingrepresented by an association or other body if the data subject so expresslywishes and if permitted by national law.

Clause 4 - Obligations of the data exporter

The data exporter agrees and warrants:

(c) that the data importer will provide sufficientguarantees in respect of the technical and organisational security measuresspecified in Appendix 2 to this contract;

(e) that it will ensure compliance with the securitymeasures;

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5 - Obligations of the data importer

The data importer agrees and warrants:

(c) that it has implemented the technical and organisationalsecurity measures specified in Appendix 2 before processing the personal datatransferred;

(d) that it will promptly notify the data exporter about:

(ii) any accidental or unauthorised access; and

(iii) any request received directly from the data subjectswithout responding to that request, unless it has been otherwise authorised todo so;

(h) that, in the event of subprocessing, it has previouslyinformed the data exporter and obtained its prior written consent;

(i) that the processing services by the subprocessor will becarried out in accordance with Clause 11;

(j) to send promptly a copy of any subprocessor agreement itconcludes under the Clauses to the data exporter.

Clause 6 - Liability

Clause 7 - Mediation and jurisdiction

(a) to refer the dispute to mediation, by an independentperson or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member Statein which the data exporter is established.

The parties agree that the choice made by the data subjectwill not prejudice its substantive or procedural rights to seek remedies inaccordance with other provisions of national or international law.

Clause 8 - Cooperation with supervisory authorities

The data exporter agrees to deposit a copy of this contractwith the supervisory authority if it so requests or if such deposit is requiredunder the applicable data protection law.

Clause 9 - Governing law

The Clauses shall be governed by the law of the Member Statein which the data exporter is established.

Clause 10 - Variation of the contract

The parties undertake not to vary or modify the Clauses.This does not preclude the parties from adding clauses on business relatedissues where required as long as they do not contradict the Clause.

Clause 11 - Subprocessing

Clause 12 - Obligation after the termination of personaldata-processing services

-The parties agree that on the termination of the provisionof data-processing services, the data importer and the subprocessor shall, atthe choice of the data exporter, return all the personal data transferred andthe copies thereof to the data exporter or shall destroy all the personal dataand certify to the data exporter that it has done so, unless legislationimposed upon the data importer prevents it from returning or destroying all orpart of the personal data transferred. In that case, the data importer warrantsthat it will guarantee the confidentiality of the personal data transferred andwill not actively process the personal data transferred anymore.

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses. The Member Statesmay complete or specify, according to their national procedures, any additionalnecessary information to be contained in this Appendix.

A. Data exporter

The data exporter is the Customer, as defined in the AdScientistCustomer Terms of Service (“Agreement”).

B. Data importer

The data importer is AdScientist Technologies Inc., a globalprovider of RPA platform and customer engagement software.

C. Data subjects

Categories of data subjects set out under Section 2 of theData Processing Agreement to which the Clauses are attached.

D. Categories of data

Categories of personal data set out under Section 2 of theData Processing Agreement to which the Clauses are attached.

E. Special categories of data (if appropriate)

The parties do not anticipate the transfer of specialcategories of data.

F. Processing operations

The processing activities set out under Section 2 of theData Processing Agreement to which the Clauses are attached.

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses.

Description of the technical and organizational securitymeasures implemented by the data importer in accordance with Clauses 4(d) and5(c) (or document/legislation attached):

AdScientist currently observes the security practices asdescribed in this Appendix 2.

Authentication: Customer data is stored in multi-tenantsystems whose access is provided via the platform via user interface orapplication programming interface. Authentication mechanism is put in place forsuch access with a defined policy for passwords. AdScientist's authorizationmodel enforces that only users with specified access can use the platform.

Platform Data Access: A limited subset of AdScientist'semployees have access to the customer data who have abided by companyNon-Disclosure Agreements. Such access is controlled and secured by two-factorauthentication. A review is done at least twice a year to determine the rolesand individuals requiring such access.

Data Transmission: All network communication on the platformhappens over secured HTTPS protocol. AdScientist follows industry standardimplementation for HTTPS.

Data at Rest: AdScientist will secure the data by usingindustry standard encryption.

Detection: AdScientist logs data around platform access andusage, which includes alerting systems that would trigger in case of unintendedor malicious use of the platform.

Availability: AdScientist, via its infrastructure providers,ensures a platform availability of 99.9% availability of the platform andsupporting systems.

Backups: Data backups are taken for customer data andconfigurations at regular intervals. The periodicity of such backups may changewithout affecting the terms of the agreement.

List of Sub-Processors

Amazon Web Services, Inc.

Google, Inc.

Facebook, Inc.

Bitrix

Sendgrid, Inc

Ad Scientist

For more details, email us at info@adscientist.iq.

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