“For customers using Code Engines Software LLC”
1.1 Account Data: means data which pertains to the Subscriber, Users, and Registered Clients necessary to identify them and administer their use of the Service. For the avoidance of doubt, Account Data does not include data uploaded by the Subscriber or Users relating to contacts, matters, tasks or similar data.
1.2 Administrator: means the person designated by Subscriber (i) as its primary administrative contact for the purposes of support, issues related to outages and other problems and technical items and (ii) who has authority from the Subscriber to bind the Subscriber and administer the subscription to the Service and designate additional Users and/or Administrators. The first User is deemed to be designated as an Administrator.
– Exhibit A Code Engines Service Level Agreement
1.4 Confidential Information: has the meaning given to that term within Section No 4.
1.5 Content: means any information or materials a User uploads or posts to the Service, including, without limitation, information about its Users or Registered Clients.
1.6 Good Industry Practice: means the deployment of that degree of care and skill, technical resources and innovations which is to be expected of professional and adequately resourced providers of services similar to the Service within the GCC & MENA region.
1.7 Including: means ‘including, without limitation’ and ‘include’ and ‘included’ will be interpreted in like manner.
1.8 Intellectual Property Rights: means all rights and interests in all (a) patents, utility models, patent applications, and continuing (continuation, divisional, or continuation-in-part) applications, re-issues, extensions, renewals, and re-examinations thereof and patents issued thereon; (b) registered and unregistered trademarks, service marks, trade names, domain names, and all of the associated goodwill; (c) registered and unregistered copyrights and all other literary and author’s rights or moral rights; (d) trade secrets, know-how, show-how, concepts, ideas, methods, processes, designs, discoveries, improvements, and inventions, whether or not patentable; (e) all other intellectual, industrial, and proprietary rights now or hereafter coming into existence throughout the world; (f) applications for and registrations, renewals, and extensions of any of the foregoing; and (g) exclusive and non-exclusive license rights to any of the foregoing.
1.9 Registered Client: means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client (or representative of a client) of a Subscriber.
1.10 Regulator: means
– for Subscribers practicing law under the Legal Affairs Departments of UAE;
– for Subscribers practicing law in UAE the body which is responsible for regulating the provision of legal services: and
– for Subscribers practicing law elsewhere in the GCC or TBA the body which is responsible for regulating the provision of legal services.
1.11 Service: means the services provided from time to time by Code Engines under the brand name ‘Casengines’ through the website located at https://casengine.app
1.12 Subscriber: means the entity (typically a law firm or legal department) which purchases the Service.
1.13 Security Emergency: shall mean a breach by Subscriber of this Agreement that
– could disrupt
2. Limited License & Use of the Service
2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.
2.2 ‘Code Engines’ does not review or pre-screen Content and Code Engines’ claims no Intellectual Property Rights in the Content.
2.3 Subscriber shall ensure that Users and Registered Clients comply with this Agreement. Subscriber shall be responsible for the acts and omissions of the Users and the Registered Clients. Without limiting the generality of the foregoing, Subscriber is responsible for any disclosure of Content arising out of features enabled by Users.
2.4 Subscriber shall not copy or resell the Service. Subscriber must not exploit access to the Service or any portion of the Service, including the UI designs, source code(s), database files, published project, cascading style sheet or any visual design elements otherwise than for Subscriber’s own internal business and for the design purpose of the Service. Subscriber shall ensure that no Users or Registered Clients shall to increase or attempt to increase the number of Users or extend the license expiry dates without having a valid license key issued from Codengines.
2.5 Subscriber shall not modify, reverse engineer, adapt or otherwise tamper with the Service, except as mandated by law, or modify another website so as to falsely imply that it is associated with the Service, Code Engines, or any other service provided by Code Engines.
2.6 Subscriber shall not use the Service in any manner which may infringe Intellectual Property Rights or in any manner which is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
2.7 Subscriber shall not use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
2.8 Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, licenses, Intellectual Property Rights and other rights and interests in and to the Service shall remain solely with Code Engines. Subscriber is not entitled or permitted to use the Service otherwise than through the medium of the internet-hosted version deployed by Code Engines.
2.9 Code Engines reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Content that breaches the terms of this Agreement, including removal of such Content.
2.10 Code Engines reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that Code Engines shall provide Subscriber with thirty (30) days’ notice of any modification that materially reduces the functionality of the Service and in such circumstances Subscriber shall have the right to terminate this Agreement by sending an email to firstname.lastname@example.org.
2.11 Code Engines reserves the right to temporarily suspend access to the Service for operational purposes, including maintenance, repairs or installation of upgrades. Code Engines will provide no less than two (2) business days’ notice prior to any such suspension. Such notice may include posting a message using the Service. Code Engines shall have the right to temporarily suspend access to the Service without notice in circumstances where urgent action is required to protect the Service if the delay caused by giving notice could cause material harm. Code Engines shall use all reasonable endeavours to minimize operational suspensions in order to minimize disruption to the Service.
2.12 The accounting features which form part of the Service are intended to be an aid for legal cashiers. They do not constitute a full accounting service and are not intended to meet the Regulator’s requirements for accounting packages for legal services providers.
2.13 Code Engines uses one code-base for all jurisdictions. Subscriber is required, using settings available within the Service, to configure the Service for its own jurisdiction and to verify that the settings meet the Subscriber’s requirements. Code Engines will highlight known features that may require Subscriber review.
2.14 Subscriber grants to Code Engines the right during Subscriber’s use of the Service, to store and process the Confidential Information for the sole purpose of performing Code Engines obligations under the Agreement in accordance with its terms. Such rights shall include permission for Code Engines to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.
3. Access to the Service
3.1 Only Users and Registered Clients are permitted to use the Service. In order to access the Service, Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Code Engines.
3.2 Each User will be provided with a unique identifier to access and use the Service (“Username”). The Subscriber shall use all reasonable endeavours to ensure that each Username is only used by the User to whom it is assigned, and is not shared with, or used by, any other person, including other Users.
3.3 The Administrator shall have the authority to administer the subscription to the Service on behalf of the Subscriber and to designate additional Users and/or Administrators. Each Subscriber may have multiple Administrators. The Administrator shall have the authority to deactivate an active Username if the Administrator wishes to terminate access to the Service for that User.
3.4 Where a Subscriber has just one Administrator, it will provide Code Engines with the name and contact information of a designated User for use as an alternative point of contact if Code Engines is unable to reach the Administrator for a period of thirty days (30) following the initial attempt to contact the Administrator.
3.5 As between Code Engines and the Subscriber, any Content remains the property of the Subscriber.
3.6 Upon cancellation or termination of the Service, Code Engines shall only liaise with the Administrator or the designated User described in Clause 3.4 above (if the Administrator is unable to be reached) regarding the retrieval of Content.
3.7 All access to and use of the Service via automated means (that is to say, use other than direct interaction with a human User) is strictly prohibited except insofar as the Service includes features which are designed for such use.
4.1 Each Party during the term of this Agreement and thereafter shall comply with this Confidential Information clause which includes all information of a confidential nature furnished by one Party to the other Party including but not limited to the following: Account Data, Content and any information, or know-how considered proprietary or confidential by either party to this Agreement including either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, all analysis, software source, library and object codes, copyright material and manuals, trademarks and other intellectual property rights, specifications, training material and know-how relating to the Software Package, documentation and information relating to third parties or potential or existing customers, data, lists, plans, formulae, customer lists, business, operations, administration, price-sensitive information and policies, strategies, technical and financial information, information and data uploaded by Subscriber’s customers on the Software Package, documentation and the existence of this project. Confidential Information does not include information which:
– is or becomes publicly available through no breach of this Agreement or any other confidentiality obligation;
– is required to be disclosed by law;
– is required to be disclosed by a regulator with authority over Licensee;
– is or becomes available to a Party from a third party which is lawfully in possession of that information and who has the lawful power to disclose such information to that Party on a non-confidential basis; or
– is lawfully known by a Party prior to the date of its disclosure to that Party.
4.2 A Party receiving Confidential Information (“Receiving Party”) from the disclosing Party (“Disclosing Party”) shall hold Disclosing Party’s Confidential Information as absolutely secret and in the strictest confidence and shall not at any time use the Confidential Information for its own benefit, or the benefits of any other party or for commercial gain except for the purpose of achieving or furthering the transactions contemplated under this Agreement or as permitted under this Agreement. Each Party shall not disclose, or permit to be disclosed, any Confidential Information to any third party.
4.3 Each Party may disclose the Confidential Information to its respective affiliates, employees, Users, contractors, advisers or officers (“Employees”) on a need-to-know basis and only to the extent necessary for each of them to perform its/his/her duties for the purpose of achieving or furthering the transactions contemplated under this Agreement or as permitted under this Agreement.
4.4 Each Party shall procure that its respective Employees, who may have access to the Confidential Information, comply with the terms and obligations of this Agreement as if each were a Party hereto. Each Party agrees to bear full responsibility in the event of a breach of the terms and obligations of this Agreement by any of their respective Employees and shall inform the other Party of such breach immediately.
4.5 All documents, records and other materials of every kind pertaining to a Party’s Confidential Information shall be and remain the exclusive property of Disclosing Party at all times. Disclosing Party may, at any time, request the prompt return of all such documents, records and materials and their copies which are in Receiving Party’s possession or under its control.
4.6 All rights, title and interest in Disclosing Party’s Confidential Information and intellectual property shall remain with the Disclosing Party. No license other than granted under Clause 1 of this Agreement, whether express or implied, in the Confidential Information is granted to Receiving Party other than to use Disclosing Party’s Confidential Information as permitted under this Agreement.
4.7 Subject to this Clause No 4.1 to 4.6, no Party shall create, or permit any person to make, any public announcement regarding this Agreement without the prior written consent of the other party, with the exception of the following
– so as to prevent Code Engines in any business in which it may be lawfully engaged after the Agreement has terminated;
– information or knowledge which has come into the public domain without fault on the part of the other Party;
– as a result of a competent court or other regulatory body’s order; or
– To permit Code Engines to publishing the Subscriber logo on their website.
5. Security and Access
5.1 Code Engines shall provide a secure method of authentication and access to the Service, including:
– User password management and the protection of passwords by utilizing code consistent with Good Industry Practice relating to password management; and
– Transmission of passwords in an encrypted format.
5.2 Except as set out in Clause 5.1, Subscriber shall be responsible for protecting the security of Usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of Content.
5.3 Subscriber will implement policies and procedures to prevent unauthorized use of Usernames and passwords, and will promptly notify Code Engines upon suspicion that a Username or password has been lost, stolen, compromised, or misused.
5.4 At all times, Code Engines, shall:
– use Good Industry Practice in relation to information security and processing Content;
– employ Good Industry Practice with respect to network security techniques, including firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;
– ensure its hosting facilities use Good Industry Practices for security and privacy; and
5.5 Code Engines shall report to Subscriber, with all relevant details (except those which could prejudice the security of data uploaded by other subscribers), any event that Code Engines reasonably believes has led to or is likely to lead to unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). Code Engines shall make such report within seventy-two (72) hours after learning of the Security Breach.
5.6 In the event of a Security Breach, Code Engines shall
– cooperate with Subscriber to identify the cause of the breach and to identify any affected Content;
– assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach;
– assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertakes to protect the security and integrity of Content; and
– use all reasonable endeavours to mitigate any harmful effect of the Security Breach.
6. Regulatory Requirements
6.1 Subscriber authorizes and Code Engines agrees to co-operate with all reasonable requests from a Regulator (and any lawful representatives of the Regulator) for access to Content pertaining to the clients and business of Subscriber.
6.2 Notwithstanding any other provisions of the Agreement, Code Engines agrees to return, upon demand, in a complete, readable and understandable form, all Content. This obligation will prevail even if Subscriber is in breach of its obligations to Code Engines or if Subscriber is in dispute with Code Engines.
7. Legal Compliance
7.1 If Code Engines is required by law to make any disclosure of Confidential Information as mentioned in Clause 4.1 (ii) & (iii), Code Engines will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, Code Engines may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled to disclose.
7.2 Code Engines will only accept legal requests for production of Content or other Confidential Information through the procedures listed on
8. Managed Backup and Archiving
8.1 Code Engines maintains a managed backup service on servers located in the GCC Area to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. Code Engines shall use such service to recover lost or corrupted Content at no cost to the Subscriber.
8.2 Following termination of the Service for any reason, Subscriber shall have twenty (20) business days to retrieve any and all Content before it is deleted.
9. Payment, Refunds, and Subscription Changes
9.1 In exchange for the Service, Subscriber shall pay the subscription fees advertised by Code Engines and in the manner and at the times specified in Exhibit A
9.2 Subscribers must provide Code Engines with a valid credit card for payment for the applicable subscription fees. All subscription fees are exclusive of VAT or other sales or use taxes which Subscribers agree to pay as required by law, subject to Code Engines raising a valid VAT invoice.
9.3 In addition to any fees advertised for the Service, the Subscriber may incur additional expense incidentals to using the Service including charges for Internet access, data roaming, and other data transmission charges.
9.4 Monthly Subscribers will be charged their inaugural monthly fee at the conclusion of their free trial period. Thereafter, they will be charged in advance each thirty (30) days. Annual Subscribers will pay their annual fee in advance and will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are non-refundable.
9.5 Except in so far as the Service is unavailable by reason of the acts or omissions of Code Engines and as set out in Exhibit A, no refunds or credits (whether for monthly or annual subscriptions) will be issued for downtime, or for periods unused with an active subscription.
9.6 In addition to any fees advertised for the Service, the Subscriber may incur additional expense incidentals to using the Service including charges for Internet access, data roaming, and other data transmission charges.
9.7 There are no charges for cancelling a subscription, and subscriptions cancelled prior to the end of their current billing cycle will be available until the end of the current billing cycle and will not be charged again in the following cycle.
9.8 The amount charged to the Subscriber on successive billing cycles will be automatically updated to reflect any changes to the Subscriber’s subscription, including upgrades or downgrades. Adding User subscriptions or subscription upgrades will trigger prorated charges in the current billing cycle. Subscriber authorizes Code Engines to apply updated charge amounts. Subscription changes, including downgrades, may result in loss of features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
9.9 All payments under this Agreement shall be made without deduction or withholding for any taxes. If Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Code Engines receives an amount equal to the sum it would have received had no such deduction or withholding been made.
10. Term and Termination
10.1 This Agreement shall commence upon the aforementioned date and shall be perpetually valid (“TERM”) until it is terminated in accordance with the provisions of this Agreement.
10.2 Code Engines may, by providing an advance written notice of ten (10) calendar days, terminate this Agreement, without compensation to the Subscriber and without prejudice to any rights or claims the Subscriber may have against the Code Engines, pursuant to this Agreement or otherwise if:
– The Subscriber commits a breach deemed by the Code Engines to be a material breach of or is responsible for any material non-performance of any of the stipulations contained in this Agreement, or in the case of a breach capable of remedy, if such breach has not been remedied by the Client within ten (10) working days of receipt of written notice from the Code Engines specifying the breach and requiring its remedy;
– makes any voluntary arrangement with its creditors; passes a resolution for winding up (other than for the purposes of a solvent amalgamation, reconstruction or restructuring) or a court makes an order to that effect;
– becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors;
– has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or a creditor takes possession, or a receiver is appointed over any of the property or assets of the Subscriber;
– the Subscriber or any of its directors, employees, agents or sub-contractors commits any act of fraud, negligence or willful misconduct in the performance of the services, which has been proved by a court of law;
10.3 the fees payable by the client has been outstanding for more than sixty (60) days. In the event that either Party may seek to terminated this Agreement at any time without having to state a reason therefore, and subject to forty (40) business days’ advance written notice to the other Party and any termination of this Agreement shall be without prejudice to the rights of either Party (including costs and fees incurred by Code Engines) which may have accrued up to the effective date of the termination. Code Engines shall submit to the Subscriber originals of all receipts and invoices in support of payment as may be reasonably requested by the Subscriber.
10.4 Upon termination of this Agreement for whatever reason, Code Engines shall deliver to the Client all books, documents, papers, materials, reports (including copies), computer disks, the Data and other property relating to the business of the Subscriber which may then be in its possession or under its power or control.
10.5 As required by Clause 9 above (“Managed Backup and Archiving”), upon termination of a subscription, Content is made available to the Administrator or the designated User described in Clause 3 above. Following a period of no less than sixty (60) business days from the termination of a subscription, all content associated with such subscription will be irrevocably deleted from the Service.
11. Limitation of Liability
– Nothing in this Agreement shall exclude or limit any party’s liability for:
– death or personal injury resulting from that party’s negligence;
– that party’s fraud or statements made fraudulently by that party; or
– any other acts or omissions for which applicable law prohibits the exclusion or limitation of liability.
11.2 Code Engines will not be liable under any circumstances for any:
– loss of profit, loss of business, loss of goodwill, loss of savings, claims by third parties, loss of anticipated savings, business interruption whether direct or indirect in each case; or
– pure economic loss, indirect loss or consequential loss whatsoever and howsoever caused; or
– punitive or exemplary damages; even if caused by that party’s negligence and/or breach of this Agreement and even if the party was advised that such loss would probably result
11.3 Code Engines will not be liable for any loss or claims arising in connection with this Agreement to the extent that such loss or claims could have been avoided or reduced by the use of:
– back-up facilities available as part of the Service; or
– advice from help desk support or reasonable practices and tools promulgated by Code Engines to avoid such loss or claims.
11.4 Code Engines’ aggregate liability to Subscriber for any claims, losses, damages or expenses whatsoever and howsoever caused arising in connection with this Agreement, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty, shall in no circumstances exceed a sum equal to the Annual Fee for the 12-month period (excluding VAT) prior to the event giving rise to the cause of action or the insurance cover as per the implemented insurance policy, whichever is less.
11.5 Code Engines shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of Code Engines (a “Force Majeure Event”).
12. CODE ENGINES FURTHER COMMITMENTS
12.1 In accordance to Article No 2. any defects or faults in the Software Package, that shall adversely affect the procedure and operative works of the Software Package, Code Engines shall be obliged to remedy such issue to ensure the continued operation of the Software Package without any interruption as per Exhibit A.
13. WARRANTIES AND REPRESENTATION (14)
13.1 Code Engines represents that it is not aware of any restriction, legal or otherwise, or agreement with any Third Party, which would prevent it from entering into this Agreement;
– it holds all necessary licenses and permits entitling it to duly conduct the services; it has obtained all the necessary insurance policies under this Agreement;
– . all of its staff, employees, consultants or agents engaged or to be engaged in the services are duly qualified and experienced to provide the services; and
– the provision of the services hereunder shall not cause a conflict with any of its duties or obligations to any Third Party.
13.2 All other conditions or other terms which might have effect between the parties or be implied or incorporated into this Agreement, whether by statute or other applicable law, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
13.3 The Subscriber must provide all the information that may be necessary to assist Code Engines in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable Code Engines to re-create the defect or fault.
13.4 Code Engines does not state, represent or assert that the use of the software shall be uninterrupted or error-free. Any defect or fault within the software in consequence of which it fails to conform in all material respects to the specification, will be remedied by Code Engines in accordance with Clause No 13.
13.5 Subscriber warrants and represents that it has the legal right to store, process and distribute Content using the Service.
13.6 Nothing in this Clause 14.6 shall modify Code Engines’ obligations under Clause 4 above (“Confidentiality”) or Clause 5 above (“Security and Access”).
13.7 Each party acknowledges and agrees that it has not entered into this Agreement on the basis of any representations or promises not expressly contained herein.
13.8 Except as specifically provided elsewhere in this agreement, Code Engines hereby disclaims all warranties of any kind, implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement of third- party rights with respect to any services provided by Code Engines.
14.1 Subscriber hereby agrees to indemnify and hold harmless Code Engines from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including professional fees, which arise from or relate to the following:
– Users’ breach of any obligation stated in this Agreement, and
– Users’ negligent acts or omissions.
14.2 Code Engines will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defence of any claim, suit or proceeding with legal advisers reasonably acceptable to Code Engines. Code Engines reserves the right to participate in the defence of the claim, suit, or proceeding, at Subscriber expense, with counsel of Code Engines’ choosing.
14.3 Without regard to the limitations and exclusions of liability set out in Clauses 12.2 to 12.4, Code Engines shall indemnify, defend and hold Subscriber harmless from and against any and all direct party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Service infringes any Intellectual Property Rights of any third party.
14.4 Without regard to the limitations and exclusions of liability set out in Clauses 12.2 to 12.4, Subscriber shall indemnify, defend and hold Code Engines harmless from and against any and all third-party claims, losses, damages, suits, fees, judgments, costs and expenses which arise out of or relate to a claim brought by third parties alleging that the Content infringes any Intellectual Property Rights of any third party.
14.5 Any indemnity given by Code Engines to Subscriber under this Agreement is subject to the pre-condition that (i) Subscriber must mitigate its loss; (ii) Code Engines is given prompt and complete control of the claim giving rise to the indemnity (at Code Engines’ cost); (iii) Subscriber does not prejudice Code Engines’ defence of such claim; (iv) Subscriber gives Code Engines all reasonable assistance with such claim (at Code Engines ’ cost); and (v) the claim does not arise as a result of any breach of Subscriber’s contractual obligations to Code Engines or other acts or omissions of Subscriber.
15.1 Code Engines shall be entitled to subcontract part, but not the whole, of the Service. To the extent that Code Engines does subcontract any part of the Service, Code Engines shall:
– be responsible for the acts and omissions of its subcontractors;
– b) procure from sub-contractors’ obligations and restrictions consistent with Code Engines’ obligations and restrictions in this Agreement (including those relating to confidentiality, data protection and use of Content); and
– exercise reasonable care and skill in the appointment of subcontractors
15.2 Technical support and training are available to Users with active subscriptions, and is available by telephone, email or electronic support ticket, as defined at Article No 2 and in Exhibit A Code Engines License & Service Level Agreement).
15.3 Code Engines may provide the ability to integrate the Service with third party products and services at Subscriber’s option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third- party products and services. Subscriber agrees that Code Engines has no liability arising from Subscriber’s use of any integrations or arising from the third- party products and services. Code Engines can modify or cancel the integrations at any time without notice. For purposes of calculating downtime pursuant to Exhibit A, such calculation does not include the unavailability of any integration or any third- party products or services.
15.4 The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
15.5 This Agreement constitutes the entire agreement between Subscriber and Code Engines and governs Subscriber’s use of the Service, superseding any prior agreements between Subscriber and Code Engines (including any prior versions of this agreement).
15.6 The Subscriber shall not assign any of its rights under this Agreement or sub-contract the whole or any part of the performance of the services or any of its obligations under the Agreement without the prior written consent of the Code Engines and upon the Subscriber agreeing in writing the identity of the person to whom the performance of all or part of the services is proposed to be assigned or sub-contracted. Any attempted assignment of this agreement in violation of this section shall be deemed void. A breach of this clause by the subscriber shall entitle the Code Engines to terminate this Agreement and seek damages from the Subscriber.
15.7 This Agreement shall be governed by and construed in accordance with Emirate of Dubai and the Federal Laws of the United Arab Emirates as applied in the Emirate of Dubai, without any reference to any rule of choice or conflict of laws.
15.8 In the event that a dispute shall rise in relation to this Agreement, including any question regarding its existence, validity or termination, the Parties shall first seek settlement of that dispute through negotiation. If the dispute is not settled by negotiation within fifteen (15) working days following the due service of a notice of dispute by one party to another, or such further period as the Parties shall agree in writing, the dispute shall be referred to and finally resolved by Arbitration under the Arbitration rules of the Dubai International Arbitration Centre, (“DIAC rules”), which rules are deemed to be incorporated by reference to this clause. The selected language in the arbitration shall be English and the number of Arbitrators shall be three (3). The seat, or legal place, of Arbitration shall be Dubai, United Arab Emirates.
15.9 In the event that a provision or term of this Agreement is determined to be unenforceable for any reason, then a court or arbitrator may strike or modify the term or provision in order to best effect the business purpose of the parties in entering into the Agreement and the balance of the agreement shall remain valid and enforceable.