Terms of Use

These terms of use (“Terms of Use” or “Agreement”) form a legally binding agreement between you, whether acting as an individual or on behalf of an organization (“Customer” or “you”), and Blox Tech Solution Limited FZ-LLC (“Company,” “we,” “us,” or “our”), regarding your access to and use of the website, along with any related media, channels, mobile sites, or applications (collectively referred to as the “Site”). By accessing the Site, you confirm that you have read, understood, and agree to comply with all these Terms of Use. We may revise these terms at any time. Your continued use of the Site after any such revisions have been published constitutes your agreement to the revised terms. If you do not agree to these terms, do not use the Site.

1. DEFINITIONS

"Acceptable Use Policy" means the acceptable use policy as set out in the Acceptable Use Policy.

"Application" means any application developed by the Customer using the Services, as deployed on and interpreted by the Platform to make it a functioning application ready to process Customer Content.

"Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Terms of Use; and (ii) for whom access to the Services has been purchased hereunder.

"Competitor" means any entity or individual person who has produced and/or is marketing, directly or indirectly, a product or service which is in competition with or functionally equivalent to, the Platform and/or Services.

"Confidential Information" means all information in any medium or format (including written, oral, visual or electronic, and whether or not marked or described as "confidential"), together with any copies, which relates to a party (the "Disclosing Party"), to its Authorized Users, employees, officers, customers or suppliers, and which is directly or indirectly disclosed by or on behalf of the Disclosing Party to another party (the "Receiving Party") under or in connection with these Terms of Use (or which is learnt or acquired by the Receiving Party in connection with these Terms of Use), which would reasonably be regarded as confidential, BUT shall not include (i) information which is in the public domain other than as a result of a breach of these Terms of Use or any separate confidentiality undertaking between the parties; (ii) information which the Receiving Party received, free of any obligation of confidence, from a third party which was not itself under any obligation of confidence in relation to that information, whether before the date of its disclosure by the Disclosing Party or otherwise; or (iii) information which the Receiving Party can show by its written or other records was developed or created independently by the Receiving Party or any member of the Receiving Party's Group.

"Customer Account" means your account with us in respect of the Services.

"Customer Content" means:

a) all text, information, data, software, executable code, images, audio or video material, in whatever medium or form, inputted by the Customer, Authorised Users or us on your behalf for the purpose of using, developing or maintaining any Application or using the Services or facilitating the Customer's or any End-User's use of the Services; and

b) all End-User Content,

but excluding all authentication information provided in relation to the Customer Account.

"Documentation" means BLOX’s end user documentation relating to the Services available here.

"Effective Date" means the date of your subscription to the Services.

"End-User" means any person the Customer permits access to use any Application.

"End-User Account" means the account held and maintained with the Customer by any End-User as a prerequisite to accessing and using the relevant Application on the Platform.

"End-User Content" means:

a) all text, information, data, images, audio or video material, in whatever medium or form, inputted by any End User in relation to the use of any Application or the Services; and

b) all information related to any End User that is processed or stored by any Application,

but excluding all authentication information provided in relation to any End User Account.

"Excluded Fields of Use" means:

a) any medical device, whether or not regulated by any national or regional medical or healthcare regulatory body; and

b) those fields of use in relation to which the use of the Services, or the suspension of them (wholly or in part), has the potential to cause or contribute to death or personal injury.

"Initial Subscription Term" means the duration selected by the Customer as of the Effective Date.

"Integrated Services Elements" means such elements of the Services as are integrated into an Application, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, this includes but is not limited to, any information, data, or other content derived from BLOX’s provision of the Services, such as the Services source code, databases, functionality, and other platform-related features, excluding Customer and End-User Content.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.

"Insolvency Event" means the occurrence of any one or more of the following events in relation to a party:

a) the party becomes unable to pay its debts (within the meaning of section 123(1)(e) or (2) of the Insolvency Act 1986), admits its inability to pay its debts or becomes insolvent;

b) a petition is presented, an order made, or a resolution passed for the liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), administration, bankruptcy or dissolution of the party;

c) an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer is appointed to the party and/or over all or any part of the assets of the party;

d) the party enters into or proposes any composition or arrangement concerning its debts with its creditors (or any class of its creditors) generally; or

e) anything equivalent to any of the events or circumstances listed in limbs (a) to (d) (inclusive) occurs in any applicable jurisdiction;

"Mark Guidelines" means the mark guidelines set out in Mark Guidelines.

"Marks" means:

a) any trademarks, trade names, service marks, trade dress, logos, URLs and domain names;

b) any identifying slogans and symbols;

c) any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and

d) the "look and feel",

of a party to these Terms of Use, whether or not registered.

"Normal Business Hours" means 8.30 AM to 5.00 PM (Western European Time) from Monday to Friday.

"Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy.

"Platform" means the Supplier's infrastructure and cloud computing platform and runtime environment.

"Platform Subscription" means a subscription purchased by the Customer and captured in an agreed Work Order or through the Site online ordering process, which entitles Authorised Users to access and use the Services in accordance with these Terms of Use.

"Renewal Period" means a period of 12 months commencing on the day following the expiry of the Initial Subscription Term.

“Sales Tax” means any applicable national, federal, state, and local sales, use, value-added, excise, and other similar taxes, fees, and surcharges that are legally or by custom borne by a purchaser of goods or services.

"Security Event" means:

a) any unauthorised third-party access to the Services or the Platform; or

b) any use of the Service by the Customer, any Authorised User or any End-User that is in breach of the Acceptable Use Policy and has the potential to materially impact the Platform, the Services or use of the Services by any other customer of Blox or any of that customer's users; or

c) any Vulnerability or Virus introduced into the Platform or the Services by (or facilitated through) the Customer, any Authorised User, or any End-User.

"Service Level Agreement" means the service level agreement as described here.

"Services" means the subscription services provided by us to you under these Terms of Use via BLOX - The Low-Code Platform for Rapid Application Development or any other website notified to you by us from time to time, including:

a) the provision of the Platform, the Software, and the Support;

b) the hosting of any Applications on the Platform; and

c) such other services as the Supplier may decide, at its discretion, to integrate into the Platform from time to time.

"Software" means the online software applications and tools provided by us from time to time as part of the Services, including any updates we may make to such applications and tools from time to time.

"Subscription Fees" means the subscription fees payable by you to us for the use of the Services.

"Subscription Term" means the Initial Subscription Term together with any subsequent Renewal Periods.

"Support" means the standard support and training to be provided to the Customer as chosen in the Work Order or through the Site online ordering process.

"Usage Limitations" means the usage limitations outlined in these Terms of Use and the Work Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed upon.

"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

"Vulnerability" means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.

“Work Order” means (i) the purchase order, order form, or other ordering document entered into by the you that incorporates these Terms of Use by reference; or (ii) if Customer registered for the Services through BLOX’s online ordering process, the results of such online ordering process.

2. PLATFORM SUBSCRIPTIONS

2.1. Subject to the Customer purchasing the Platform Subscriptions, the restrictions set out in this clause and the other terms and conditions of these Terms of Use, we hereby grant to the Customer a non-exclusive, non-transferable right and license, without the right to sublicense for the Subscription Term:

2.1.1. to permit the Authorised Users to use the Services solely to develop, upload, and run Applications on the Platform;

2.1.2. to integrate the Services into any Application, to provide the Services, solely as integrated into any Application, to End-Users and to permit those Services to be used in association with the Customer's Marks;

2.1.3. to permit End-Users to run Applications on the Platform and to use in accordance with these Terms of Use such of the Services as have been integrated into those Applications;

2.1.4. to promote Applications incorporating the Services to prospective and actual End-Users, subject to these Terms of Use; and

2.1.5. to use the Software for the purposes set out in these Terms of Use.

2.2. The Customer shall comply with the Acceptable Use Policy in relation to all Applications and Customer Content and shall procure that its Authorised Users and End Users also comply with the Acceptable Use Policy in relation to all Applications.

2.3. If the Customer becomes aware that any Application or Customer Content or an End-User's use of an Application or Customer Content breaches the Acceptable Use Policy, the Customer shall:

2.3.1. immediately suspend the relevant Application;

2.3.2. remove the relevant Customer Content; and

2.3.3. if relevant, suspend the relevant End-User Account and that End-User's access to the relevant Application and Customer Content.

2.4. If the Customer is in breach of clause 2 or clause 3, we may (but shall not be obliged to) remove the relevant Customer Content and:

2.4.1. disable the Customer's or the relevant End-User's access to the relevant Application or any material that breaches the Acceptable Use Policy; and

2.4.2. disable the Customer Account and the relevant End-User Account,

for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to the Customer or the relevant End-User.

2.5. Notwithstanding any other provision in these Terms of Use, if there is a Security Event, the Supplier may, without liability or prejudice to its other rights and without prior notice to the Customer or any End-User, remove the relevant Customer Content and disable the Customer Account, any End-User Account and the relevant Application until the relevant Security Event has been resolved. We shall give the Customer written notice as soon as is reasonably practicable of the nature of the relevant Security Event.

2.6. The Customer shall not:

2.6.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

2.6.1.1. except to the extent expressly permitted under these Terms of Use, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or any documentation (as applicable) in any form or media or by any means; or

2.6.1.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

2.6.2. access all or any part of the Services in order to build a product or service which competes with the Services;

2.6.3. use the Services to provide services to third parties or to provide any services in the Excluded Fields of Use;

2.6.4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, provided that the provision of Services to End-Users is permitted to the extent necessary to enable them to use the relevant Application;

2.6.5. attempt to use the Services for any illegal or immoral purposes, or in such a way as not to bring our reputation into disrepute;

2.6.6. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause; or

2.6.7. introduce, or permit the introduction of, any Virus or Vulnerability into the Platform or the Services.

2.7. The Customer shall use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify us.

2.8. The rights provided under this clause are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3. SERVICES

3.1. We shall, during the Subscription Term, include without limitation the Usage Limitations Provide the Services and access to the Platform to the Customer on and subject to these Terms of Use.

3.2. We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in accordance with the Service Level Agreement in effect at the time that the Services are provided. You may purchase premium support services separately for additional fees at our then-current rates.

3.3. From time to time, we may:

3.3.1. modify the Services by issuing updates; and

3.3.2. make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Customer's acceptance of further terms and conditions,

and shall give you written notice of material modifications to the Services and any such new features, functionality, applications or tools.

3.4. We also offer a FREE plan to Customers who register with the Site. The account will not be charged, and the subscription will be suspended if no activity has occurred within seven (7) days, unless upgraded to a paid version.

4. THIRD PARTY PROVIDERS

4.1. The Customer acknowledges that the Services may enable or assist it or any of the End-Users to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does, and the End-Users do, so solely at its own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you or any End-User (as the case may be), with any such third party. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

5. OUR OBLIGATIONS

5.1. We will perform our obligations with reasonable skill and care.

5.2. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of this undertaking.

5.3. Notwithstanding the foregoing, we:

5.3.1. do not warrant that:

5.3.1.1. your use of the Services will be uninterrupted or error-free; or

5.3.1.2. the Services and/or the information obtained by the Customer, or any End-User through the Services will meet the Customer's or any End-User's requirements; or

5.3.2. the Platform or the Services will be free from Vulnerabilities; and

5.3.3. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.4. these Terms of Use shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms of Use.

5.5. We warrant that we have and will maintain all necessary licences, consents,and[HR3] [HR4] permissions necessary for the performance of our obligations under these Terms of Use.

5.6. Subject to and conditioned on Customer's compliance with the terms and conditions of these Terms of Use, we hereby grant to Customer a non-exclusive, non-transferable, and non-sublicensable license to use the Documentation during the Subscription Term solely for Customer's internal business purposes in connection with its use of the Services.

6. CUSTOMER'S OBLIGATIONS, CUSTOMER CONTENT, AND APPLICATIONS

6.1. You shall:

6.1.1. agree that by accessing the Site, the Customer has read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND SITE AND MUST DISCONTINUE USE IMMEDIATELY.

6.1.2. grant us for the Subscription Term, a non-exclusive, worldwide, royalty-free, non-transferable licence to identify you, whether acting as an individual or on behalf of an organization, as our client including by use of your name and your organization’s name or logo, if any.

6.1.3. without affecting your other obligations under this Agreement, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to your activities under this Agreement;

6.1.4. ensure that the Authorised Users and End-Users [HR6] use the Services in accordance with the terms and conditions of these Terms of Use and shall be responsible for breach of these Terms of Use caused or contributed to by any acts or omissions on the part of any Authorised User or End-User;

6.1.5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Blox, its contractors, and agents to perform their obligations under these Terms of Use, including the provision of the Services;

6.1.6. ensure that your network and systems comply with the relevant specifications provided by us from time to time;

6.1.7. be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's or any End-User's network connections or telecommunications links or caused by the internet;

6.1.8. be required to register with the Site, agree to keep your password confidential, and be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. You hereby grant us a non-exclusive, non-transferable right during the Subscription Term to carry out any acts that would otherwise be restricted by any of your Intellectual Property Rights in the Customer Content and all Applications for the sole purpose of enabling us to provide the Services to you in accordance with these Terms of Use.

6.1.9. you represent, warrant and undertake to us that you have the right to disclose and license to us in accordance with these Terms of Use the Customer Content. You further represent, warrant and undertake to us that the use of the Customer Content and the Customer Marks by us in accordance with these Terms of Use will not: (a) breach any laws, statutes or regulations; (b) infringe the Intellectual Property Rights or other legal rights of any person; or (c) give rise to any cause of action against us, in each case in any jurisdiction and under any applicable law.

6.2. You acknowledge and agree that:

6.2.1. we may include your name or your Marks in a list of our customers in any medium or in any link from the Platform to the your website; and

6.2.2. we may refer to you, orally or in writing, as a customer of the Services for promotional, marketing and financial reporting purposes.

6.3. You acknowledge and agree that under the Blox Platform Service:

6.3.1. We are not responsible or liable for the deletion of or failure to store any of the Applications, the Customer Content, and other communications maintained or transmitted through use of the Services; and

6.3.2. You are solely responsible for securing and backing up all Applications and Customer Content.

6.4. In the event you subscribe for the Managed Services (available as an upgrade), we shall follow our archiving procedures for Customer Content and Applications as set out in our back-up policy, as such document may be amended by us in our sole discretion from time to time.

6.5. In the event of any loss or damage to Customer Content, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Content from the latest back-up of such Customer Content where such back-ups are made by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Content caused by you, your Authorised Users, your End Users, or any third party.

7. CHARGES AND PAYMENT

7.1. You shall pay us the Subscription Fees for the Platform Subscriptions in accordance with the Work Order form or as selected on the online ordering process on the Site.

7.2. You shall on the Effective Date provide us valid, up-to-date and complete credit card details or agreed Work Order form information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide:

7.2.1. your credit card details, you hereby authorise us to bill such credit card:

7.2.1.1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

7.2.1.2. on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

7.2.2. your approved Work Order form information, we shall invoice you:

7.2.2.1. on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

7.2.2.2. at least 30 days before each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and you shall pay each invoice immediately on the due date of such invoice.

7.3. If we do not receive payment within five (5) days after the due date, and without prejudice to any other rights and remedies:

7.3.1. we may, without any liability, disable your Account and password and your access, and all End-User Accounts and passwords and End-Users' access, to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

7.3.2. you shall reimburse us for all reasonable costs incurred by us in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.

7.4. All amounts and fees stated or referred to in these Terms of Use:

7.4.1. shall be payable in US Dollars (converted to your currency of choice at the current bank exchange rate);

7.4.2. are non-refundable. In case of termination, your cancellation will take effect at the end of the current paid Subscription Term.

7.4.3. are exclusive of any Sales Tax which shall be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by you in full at the same time as payment is due under the relevant invoice.

7.5. If these Terms of Use are extended for any Renewal Period, the Subscription Fees for each Renewal Period may increase by 5% taking effect on the commencement of such Renewal Period. In the event we increase the Subscription Fees over 5%, we shall provide you with 30 days' prior notice to the applicable Renewal Period.

8. PROPRIETARY RIGHTS

8.1. The Customer (or its licensors) shall own all Intellectual Property Rights in and to all of the Customer Content, Customer Marks, and any Application (other than any Integrated Services Elements) and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Content, Customer Marks and any Application and for ensuring that its use as contemplated by these Terms of Use does not infringe the rights of any third parties.

8.2. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Services (whether integrated into an Application or not), the Integrated Services Elements, the Software, the Platform, and our Marks. Except as expressly stated herein, nothing in these Terms of Use grants you any rights to, or in, any Intellectual Property Rights in respect of the Services, the Software, our Marks or any related documentation.

8.3. If you or any of your employees or contractors send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to our Platform or Software , including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), BLOX is free to use such Feedback irrespective of any other obligation or limitation between us governing such Feedback, and without Customer's prior approval.

8.4. If you wish to display our Marks in relation to your use of the Services, you shall:

8.4.1. obtain a written licence from us through the process specified in the Mark Guidelines; and

8.4.2. comply with the Mark Guidelines.

9. CONFIDENTIALITY

9.1. Confidential Information Handling:

9.1.1. We must use Confidential Information solely for purposes of these Terms of Use and keep it confidential, making no unauthorized disclosures.

9.1.2. Confidential Information can be shared with Authorized Users if they are informed of its confidential nature.

9.1.3. Disclosure to regulators or authorities is allowed if legally required, with prior notification to the Disclosing Party when feasible.

9.1.4. Confidential Information remains the property of the Disclosing Party, and this confidentiality obligation persists after these Terms of Use ends.

9.2. You must ensure that your Customer and End User Content, and your use of such Customer and End User Content, complies with these Terms of Use and applicable laws, and you must maintain security for your Customer and End User Content. Payment cardholder information cannot be stored without prior approval from BLOX.

9.3. You are responsible for defending and indemnifying us against claims arising from the use of Services in violation of these Terms of Use, third-party claims regarding the Customer's Content, and several specified acts of misconduct.

9.4. We will indemnify you against court-awarded amounts, with certain conditions. If the claim involves Open-Source Software, the indemnity does not apply.

9.5. We may respond to claims by ensuring continued service use, modifying the Services, or terminating these Terms of Use with a refund.

9.6. We are not liable for infringements that occur due to modifications not made by us or due to your misuse of the Services after being notified of a claim.

9.7. Each party has sole discretion over the enforcement of their Intellectual Property Rights.

9.8. We may choose remedies such as modifying the Services or terminating the Agreement if infringement claims arise, without additional obligations.

9.9. The provisions outlined represent our total liability and your only remedy in connection with claims.

10. PRIVACY

10.1. Blox is committed to protecting your privacy and the privacy of your personal data which we may collect, use and otherwise process. For more information regarding our data privacy practices please see our Privacy Policy.

11. LIMITATION OF LIABILITY

11.1. This clause sets out the entire financial liability of Blox (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer, its Authorised Users or any End-User:

11.1.1. arising under or in connection with these Terms of Use;

11.1.2. in respect of any use made by the Customer, its Authorised Users or any End-User of the Services or any part of them; and

11.1.3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms of Use.

11.2. Except as expressly and specifically provided in these Terms of Use:

11.2.1. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer or any End-User, and for conclusions drawn from such use. Blox shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Blox by the Customer or any End-User in connection with the Services, or any actions taken by Blox at the Customer's direction; and

11.2.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Use.

11.3. Blox shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Use.

11.4. Blox's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms of Use shall be limited to one thousand United States dollars (USD 1,000).

12. TERM, TERMINATION AND SUSPENSION

12.1. These Terms of Use shall, unless otherwise terminated, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, shall be automatically renewed after each Renewal Period, unless:

12.1.1. either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case these Terms of Use shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

12.1.2. otherwise terminated in accordance with the provisions of this Agreement.

The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.2. Blox may terminate these Terms of Use for convenience at any time by giving at least 30 days' prior written notice to Customer, with no further liability to the Customer.

12.3. Without affecting any other right or remedy available to it, Blox party may terminate these Terms of Use with immediate effect by giving you written notice if:

12.3.1. you fail to pay any amount due under these Terms of Use on the due date for payment;

12.3.2. you commit breach of any term of these Terms of Use;

12.3.3. in the case you become a Competitor;

12.3.4. if any licenses supplied by its licensors or relevant third parties are terminated;

12.3.5. you suffer an Insolvency Event.

12.3.6. no activity occurs on the FREE subscription account for a period of seven (7) days.

12.4. On termination of this Agreement for any reason:

12.4.1. you and the Authorised Users shall immediately cease all use of the Services provided pursuant to these Terms of Use. For the avoidance of doubt, all licenses granted under these Terms of Use shall immediately terminate;

12.4.2. we may immediately take steps to end the Customer's and the Authorised Users’ access to and use of the Services;

12.4.3. we shall be entitled to invoice you for all sums due;

12.5. We may suspend your right to access the Services or use any portion or all of the Services immediately if it determines:

12.5.1. that your (or an Authorised User's) use of or access to the Services: (i) pose a security risk to us, the Services, or any third party; or (ii) may adversely impact the availability or performance of the Services, the Software or the systems or software of any other customer of Blox; or (iii) may subject Blox or any third party to any liability; or (iv) may be fraudulent; or

12.5.2. that you, or any Authorised User, is in breach of these Terms of Use, the Acceptable Use Policy or any other agreement by which software being used on or in conjunction with the Services is licensed.

12.6. We may reinstate the suspended Services once it has established the cause of the suspension has been remedied or ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, we may immediately terminate these Terms of Use.

13. MISCELLANEOUS

13.1. FORCE MAJEURE. We are not liable for delays or failures in fulfilling obligations under these Terms of Use due to events beyond our control, such as strikes, utility failures, acts of God, war, civil unrest, compliance with laws, accidents, or supplier defaults. In such cases, we are entitled to a reasonable extension for performance. If delays persist for three months, either party may terminate these Terms of Use with thirty days' written notice.

13.2. WAIVER. Failure by Blox to exercise or delay in using any right under these Terms of Use does not waive that right.

13.3. CUMULATIVE REMEDIES. The rights and remedies outlined in these Terms of Use are cumulative and not exclusive of those available by law.

13.4. SEVERABILITY. If any provision of these Terms of Use is deemed illegal, invalid, or unenforceable, that specific provision will be removed, but the rest of these Terms of Use remains valid.

13.5. ENTIRE AGREEMENT. These Terms of Use governs all transactions regarding the Services between Blox and the Customer. These Terms of Use supersede all prior agreements or statements made by the parties. Each party confirms they are not relying on any previous statements when entering into these Terms of Use.

13.6. ASSIGNMENT. These Terms of Use are personal to the Customer and cannot be assigned or transferred without our prior written consent.

13.7. NO PARTNERSHIP OR AGENCY. These Terms of Use do not create a partnership or agency relationship between the parties. Neither party has the authority to act on behalf of the other or bind them in any manner.

13.8. THIRD PARTY RIGHTS. No third-party rights are conferred.

13.9. NOTICES. All communications must be in writing and delivered to the relevant email addresses. All Notices to the Supplier must be sent to [e-mail].

13.10. GOVERNING LAW. These Terms of Use and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.

13.11. JURISDICTION. Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of Dubai.

14. GENERAL DISCLAIMER

14.1.Supplemental terms, conditions, or documents that may be posted on the Site periodically are hereby expressly incorporated by reference. Blox reserves the right, at its sole discretion, to modify these terms at any time for any reason. Notification of changes will be provided by updating the "Last Updated" date of these terms, and you waive any right to receive specific notice for each change. It is your responsibility to periodically review these terms to stay informed of updates. By continuing to use the Site after any revised terms are posted, you will be subject to and deemed to have acknowledged and accepted the changes.

14.2. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would violate local laws or regulations or subject us to any registration requirements. Those choosing to access the Site from other locations do so on their own initiative and are solely responsible for compliance with applicable local laws.

14.3. The Site is intended for users aged eighteen (18) and over. Individuals under the age of eighteen (18) are not permitted to use or register for the Site.

14.4. By using the Site, you represent and warrant that: (1) all registration information you submit is true, accurate, current, and complete; (2) you will maintain and promptly update such information as necessary; (3) you have the legal capacity and agree to comply with these terms; (4) you are not a minor in your jurisdiction of residence; (5) you will not access the Site through automated means, such as bots or scripts; (6) you will not use the Site for any unlawful or unauthorized purpose; and (7) your use of the Site will comply with all applicable laws and regulations.

14.5. If any information you provide is untrue, inaccurate, outdated, or incomplete, we reserve the right to suspend or terminate your account and refuse current or future access to the Site (or any part of it).

14.6. We reserve the right to modify, change, or remove content from the Site at our discretion and without notice. While we are under no obligation to update any information on the Site, we also reserve the right to modify or discontinue all or part of the Site without notice at any time. We shall not be liable to you or any third party for any modifications, price changes, suspensions, or discontinuations of the Site.

14.7. We cannot guarantee that the Site will be available at all times. Technical issues such as hardware, software, or maintenance may cause interruptions, delays, or errors. We reserve the right to revise, update, suspend, or modify the Site without prior notice. You agree that we are not liable for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or interruption. Nothing in these terms obligates us to maintain or support the Site or provide corrections, updates, or releases.

14.8. The Site is provided "as-is" and "as-available," and your use is at your own risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee the accuracy or completeness of the Site’s content or the content of any linked websites and assume no responsibility for: (1) errors or inaccuracies in content or materials; (2) personal injury or property damage resulting from your use of the Site; (3) unauthorized access to or use of our servers and any personal or financial information stored therein; (4) interruptions or cessation of transmission to or from the Site; (5) any bugs, viruses, or harmful components transmitted through the Site by third parties; or (6) any errors or omissions in content or materials or any loss or damage resulting from the use of content posted, transmitted, or otherwise made available through the Site.

14.9. We do not endorse or assume responsibility for any products or services advertised by third parties through the Site or any hyperlinked website. We will not be responsible for monitoring any transactions between you and third-party providers of products or services. As with any purchase, exercise your best judgment and caution where appropriate.