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By signing up for the zVendo Hosted Services, developed and managed by Business Boomers, or any of the services of Business Boomers company or its affiliates (“Business Boomers”) you are agreeing to be bound by the following terms and conditions. The services offered by zVendo Hosted Services under the Terms of Service include various products and services to help you sell goods and services to buyers, whether online, through mobile applications or in person through POS, or all. Any new features or tools which are added to the current Services shall be also subject to the Terms and Conditions. Business Boomers reserves the right to update and change the Terms and Conditions by posting updates and changes to the zVendo website. You are advised to check the Terms and Conditions from time to time for any updates or changes that may impact you.

You must readagree with and accept all of the terms and conditions contained in this Terms of Service agreement.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

Account” means an account enabling a person to access and use the zVendo Hosted Services including both administrator accounts and user accounts;

Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

Business Day” means any weekday other than a bank or public holiday in [England];

Business Hours” means the hours of 10:00 to 18:00 on a Business Day;

Charges” means the following amounts:

(a) [the amounts specified in Section 3 of the Services Order Form];

(b) such amounts as may be agreed in writing by the parties from time to time; and

“Customer” means the person or entity identified in the registration online form.

Customer Confidential Information” means:

(a) any information disclosed by (or on behalf of) the Customer to Business Boomers during the Term of the Service (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked as “confidential”; or

(ii) should have been reasonably understood by Business Boomers to be confidential; and

(b) the Customer Data;

Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to Business Boomers for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the zVendo Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);

Customer Personal Data” means any Personal Data that is processed by Business Boomers on behalf of the Customer in relation to the Agreement, but excluding personal data with respect to which Business Boomers is a data controller;

Documentation” means the documentation for the zVendo Hosted Services produced by Business Boomers and delivered or made available by Business Boomers to the Customer;

Effective Date” means the date upon which the parties execute a soft-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by Business Boomers on zVendo’s website, the date upon which Business Boomers sends to the Customer an order confirmation;

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

zVendo Hosted Services” means zVendo eCommerce platform, which will be made available by Business Boomers to the Customer as a service via the internet in accordance with these Terms and Conditions;

zVendo Hosted Services Defect” means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the zVendo Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or ZVendo Hosted Services;

(b) any use of the Platform or zVendo Hosted Services contrary to the Documentation, whether by the Customer or by any person authorized by the Customer;

(c) a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or

(d) an incompatibility between the Platform or zVendo Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the zVendo Hosted Services Specification;

ZVendo Hosted Services Specification” means the specification for the Platform and zVendo Hosted Services set out in [Section 2 of the Services online order form and in the Documentation];

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Maintenance Services” means the general maintenance of the Platform and zVendo Hosted Services, and the application of Updates and Upgrades;

Mobile App” means the mobile application known as zVendo mobile application that is made available by Business Boomers through the Google Play Store and the Apple App Store;

Platform” means zVendo platform managed by Business Boomers and used by Business Boomers to provide the zVendo Hosted Services, including the application and database software for the zVendo Hosted Services, the system and server software used to provide the zVendo Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

Business Boomers” means Business Boomers a company incorporated in Egypt and is located at of 14 Ahmed Wasfi, Heliopolis, Cairo, Egypt

Services” means any services that Business Boomers provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

Services Order Form” means an online order form published by Business Boomers and completed and submitted by the Customer, incorporating these Terms and Conditions by reference;

Support Services” means support in relation to the use of, and the identification and resolution of errors in, the zVendo Hosted Services, but shall not include the provision of training services;

Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that Business Boomers agrees in writing shall be supported;

Term” means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

Update” means a hotfix, patch or minor version update to any Platform software; and

Upgrade” means a major version upgrade of any Platform software.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. zVendo Hosted Services

3.1 Business Boomers shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account. OR Business Boomers shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.

3.2 Business Boomers hereby grants to the Customer a worldwide, non-exclusive license to use the zVendo Hosted Services by means of a Supported Web Browser for the internal and external business purposes of the Customer in accordance with the Documentation during the Term.

3.3 The license granted by Business Boomers to the Customer under Clause 3.2 is subject to the following limitations:

(a) the Hosted back-end services may only be used by the officers, employees, agents and subcontractors of the Customer;

(b) the zVendo Hosted Services must not be used at any point in time by more than the number of concurrent users specified in the Services Order Form, providing that the Customer may add or remove concurrent user licenses in accordance with the procedure set out therein.

3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the license granted by Business Boomers to the Customer under Clause 3.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the zVendo Hosted Services;

(b) the Customer must not permit any unauthorized person to access or use the back-end zVendo Hosted Services;

(c) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or zVendo Hosted Services without the prior written consent of Business Boomers.

3.5 The Customer shall use reasonable endeavors, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorized person may gain access to the back-endzVendo Hosted Services using an administrator Account.

3.6 Business Boomers shall use all reasonable endeavors to maintain the availability of zVendo hosted Services to the Customer at the gateway between the public internet and the network of the hosting services for the zVendo Hosted Services, but does not guarantee 100% availability.

3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:

(a) a Force Majeure Event;

(b) a fault or failure of the internet or any public telecommunications network;

(c) a fault or failure of the Customer’s computer systems or networks;

(d) any breach by the Customer of the Agreement; or

(e) scheduled maintenance carried out in accordance with the Agreement.

3.8 The Customer must must ensure that all persons using zVendo Hosted Services with the authority of the Customer or by means of an administrator Account comply with Schedule 1 (Acceptable Use Policy).

3.9 The Customer must not use the zVendo Hosted Services in any way that causes, or may cause, damage to zVendo Hosted Services or Platform or impairment of the availability or accessibility of the zVendo Hosted Services.

3.10 The Customer must not use zVendo Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.12 Business Boomers may suspend the provision of the zVendo Hosted Services if any amount due to be paid by the Customer to Business Boomers under the Agreement is overdue, and Business Boomers has given to the Customer at least 15 days’ written notice, following the amount becoming overdue, of its intention to suspend the zVendo Hosted Services on this basis.

4. Maintenance Services

4.1 Business Boomers shall provide the Maintenance Services to the Customer during the Term of agreement.

4.2 Business Boomers shall where practicable give to the Customer at least 5 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the zVendo Hosted Services or are likely to have a material negative impact upon the zVendo Hosted Services, without prejudice to Business Boomers’s other notice obligations under this main body of these Terms and Conditions.

4.3 Business Boomers shall give to the Customer at least 10 Business Days’ prior written notice of the application of an Upgrade to the Platform.

4.4 Business Boomers shall give to the Customer written notice of the application of any security Update to the Platform and at least 10 Business Days’ prior written notice of the application of any non-security Update to the Platform.

5. Support Services

5.1 Business Boomers shall make available to the Customer a helpdesk in accordance with the provisions of this main body of these Terms and Conditions.

5.3 Business Boomers shall provide the Support Services with in accordance with the standards of skill and care reasonably expected from a leading service Business Boomers in Business Boomers’s industry.

5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

5.5 Business Boomers shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

5.6 Business Boomers may suspend the provision of the Support Services if any amount due to be paid by the Customer to Business Boomers under the Agreement is overdue, and Business Boomers has given to the Customer at least 15 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Customer Data

6.1 The Customer hereby grants to Business Boomers a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Business Boomers’s obligations and the exercise of Business Boomers’s rights under the Agreement. The Customer also grants to Business Boomers the right to sub-license these rights to its hosting, connectivity and telecommunications service Business Boomers, subject to any express restrictions elsewhere in the Agreement.

6.2 The Customer warrants to Business Boomers that the Customer Data when used by Business Boomers in accordance with the Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

6.3 Business Boomers shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable Business Boomers to restore the zVendo Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

6.4 Within the period of 1 Business Day following receipt of a written request from the Customer, Business Boomers shall [use all reasonable endeavors to restore to the Platform the Customer Data stored[in any back-up copy created and stored by Business Boomers in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

7. Mobile App

7.1 The parties acknowledge and agree that the use of the Mobile App, the parties’ respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.

8. No assignment of Intellectual Property Rights

8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Business Boomers to the Customer, or from the Customer to Business Boomers.

9. Charges

9.1 The Customer shall pay the Charges to Business Boomers in accordance with these Terms and Conditions.

9.2 If the Charges are based in whole or part upon the time spent by Business Boomers performing the Services, Business Boomers must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to Business Boomers any Charges in respect of Services performed in breach of this Clause 9.2.

9.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.

9.4 Business Boomers may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice.

10. Payments

10.1 Business Boomers shall issue online invoices for zVendo Hosted Services Charges to the Customer of the period to which they relate.

10.2 The Customer must pay the zVendo Hosted Services charges to Business Boomers in advance prior to service start date. As for the sales commission, is to be paid within the period of 10 days following the receipt of an online invoice issued in accordance with this Clause 10

10.3 The Customer must pay the Charges by debit card, credit card, direct debit, bank transfer (using such payment details as are notified by Business Boomers to the Customer from time to time).

10.4 If the Customer does not pay any amount properly due to Business Boomers under these Terms and Conditions, Business Boomers reserves the right to stop the zVendo hosted services provided to the customer automatically till the due amounts are settled by the customer.

11. Business Boomers’s confidentiality obligations

11.1 Business Boomers must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as Business Boomers uses to protect Business Boomers’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Customer Confidential Information; and

11.2 Notwithstanding Clause 11.1, Business Boomers may disclose the Customer Confidential Information to Business Boomers’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

11.3 This Clause 11 imposes no obligations upon Business Boomers with respect to Customer Confidential Information that:

(a) is known to Business Boomers before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of Business Boomers; or

(c) is obtained by Business Boomers from a third party in circumstances where Business Boomers has no reason to believe that there has been a breach of an obligation of confidentiality.

11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Business Boomers on any recognized stock exchange.

11.5 The provisions of this Clause 11 shall continue in force for a period of 3 years following the termination of the Agreement, at the end of which period they will cease to have effect.

12. Data protection

12.1 Business Boomers shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

12.2 The Customer warrants to Business Boomers that it has the legal right to disclose all Personal Data that it does in fact disclose to Business Boomers under or in connection with the Agreement.

13. Warranties

13.1 Business Boomers warrants to the Customer that:

(a) Business Boomers has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;

(b) Business Boomers will comply with all applicable legal and regulatory requirements applying to the exercise of Business Boomers’s rights and the fulfillment of Business Boomers’s obligations under these Terms and Conditions; and

(c) Business Boomers has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

13.2 Business Boomers warrants to the Customer that:

(a) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs]; and

(e) the Platform will incorporate security features reflecting the requirements of good industry practice.

13.3 Business Boomers warrants to the Customer that the zVendo Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person.

13.5 If Business Boomers reasonably determines, or any third party alleges, that the use of the zVendo Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, Business Boomers may at its own cost and expense:

(a) modify the zVendo Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b) procure for the Customer the right to use the zVendo Hosted Services in accordance with these Terms and Conditions.

13.6 The Customer warrants to Business Boomers that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

13.7 The Customer warrants to Business Boomers that all products customers sells and offers to buyers under its online store and being sold through all different channels: online store, mobile applications and POS hosted by zVendo Hosted Services are fully legal and are the sole responsibility of the customer and Business Boomers holds no obligations whatsoever morally or legally towards those products and it’s the complete sole responsibility of the customer towards the buyer and any other entity.

14. Acknowledgements and warranty limitations

14.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, Business Boomers gives no warranty or representation that the zVendo Hosted Services will be wholly free from defects, errors and bugs.

14.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, Business Boomers gives no warranty or representation that the zVendo Hosted Services will be entirely secure.

14.3 The Customer acknowledges that the zVendo Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the zVendo Hosted Services Specification; and Business Boomers does not warrant or represent that the zVendo Hosted Services will be compatible with any other software or systems.

14.4 The Customer acknowledges that Business Boomers will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the zVendo Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, Business Boomers does not warrant or represent that the zVendo Hosted Services or

the use of the zVendo Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

15. Limitations and exclusions of liability

15.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 15.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, including negligence and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

15.3 Business Boomers shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

15.4 Business Boomers shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

15.5 Business Boomers shall not be liable to the Customer in respect of any loss of revenue or income.

15.6 Business Boomers shall not be liable to the Customer in respect of any loss of use or production.

15.7 Business Boomers shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

15.8 Business Boomers shall not be liable to the Customer in respect of any loss or corruption of any data, database or software providing that this Clause 15.8 shall not protect Business Boomers unless Business Boomers has fully complied with its obligations under Clause 6.3 and Clause 6.4.

15.9 Business Boomers shall not be liable to the Customer respect of any special, indirect or consequential loss or damage.

16. Force Majeure Event

16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

16.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

17. Termination

17.1 Either party may terminate the Agreement by giving to the other party at least 30 days’ written notice of termination.

17.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

17.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

18. Effects of termination

18.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 3.11, 7, 10.2, 10.4, 11, 12.1, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10, 12.11, 12.12, 12.13, 12.14, 12.15, 12.16, 12.17, 12.18, 12.19, 12.20, 15, 18, 21 and 22].

18.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

18.3 Within 15 days following the termination of the Agreement for any reason:

(a) the Customer must pay to Business Boomers any Charges in respect of Services provided to the Customer before the termination of the Agreement; and

(b) Business Boomers must refund to the Customer any Charges paid by the Customer to Business Boomers in respect of Services that were to be provided to the Customer after the termination of the Agreement, without prejudice to the parties’ other legal rights.

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