Last updated June 24, 2021
These Terms and Conditions (“Agreement”) govern the access and use of MARKETING MBA, DMCC (MMBA) Services. By using the Services, you agree to become bound by the terms and conditions of this Agreement on behalf of yourself or the organization, company, or entity for which you (“Customer” or “you”) act. If you do not agree with all the terms of the Agreement, you should not use the Services. You affirm that you are 18 years of age or older and are fully able and competent to enter into these terms, conditions, obligations, representations and warranties set forth in this Agreement. If you are under 18 years of age, then do not use the Services.
As used in this Agreement, the following terms have the meaning set forth below.
“Authorized User” means Customer’s employees, contractors, agents, or any other individual authorized by Customer to access and use the Services, via Customer’s account, for the purpose specified herein.
'Business day ' means a day other than a Saturday, Sunday or a Holiday.
“Confidential Information” means information that is proprietary or confidential and is either clearly labelled as such or identified as confidential.
“Customer” means the person, firm, company, corporation or authority specified in the Order Form as the customer and includes his/her, its or their successors or personal representatives.
“Customer Data” the data inputted by Customer, Authorized Users, or MMBA on Customer’s behalf for the purpose of using the Services or facilitating Customer’s use of the Services;
“Customer Personal Data” means any personal data provided by Customer and that MMBA processes in connection with this Agreement.
“Digital Marketing Consulting Packages” means the online digital marketing solutions provided by MMBA as part of the Services.
“Directory” means a section of the Website providing access to a database of certified marketers.
“Documentation” means the documents made available to the Customer by MMBA which set out a description of the Services and the user instructions for the Services;
“Effective Date” means the first date that Customer accesses the Services.
“Fees” means the amounts payable by Customer to MMBA for access to the Services as set out in an Order Confirmation Form.
“MMBA” means Marketing MBA, DMCC a United Arab Emirates based company, having its registered office at Unit 607, JBC3, Jumeirah Lakes Towers, Dubai, United Arab Emirates.
“MMBA Days Off” means Saturday and Sunday, being the days of the week during which MMBA employees and personnel do not work.
“Order Confirmation Form” means the ordering document mutually executed by MMBA and Customer specifying: (1) the Fees, (2) the duration of the Services, (3) the number of Authorized Users, and (4) other billing and payment information.
“Platform” means a curated section of the website hosted by MMBA and managed by Customer through which Customer can access the Services and upload its own training courses, available to firms, companies, corporations or authorities but not to individual persons.
“Public Holiday” means a day declared as a public holiday in the country of incorporation of the relevant party, including New Year’s day, Christmas day (including Catholic and Orthodox Christmas), Woman's Day, Easter (including Catholic and Orthodox Easter), Labor Day (2 days), Victory Day, Trinity Day, Constitution Day, Independence Day, Defenders’ Day.
“Services” means the subscription services to the online training solutions provided by MMBA to Customer via the Website from time to time, as more particularly described in the Documentation and consisting of:
(a) the Individual Solutions
(b) the Enterprise Solutions/Marketing Teams
(c) the Directory
“User Subscriptions” means the user subscriptions purchased by Customer that entitle Customer and/or Authorized Users to access and use the Services in accordance with this Agreement.
“Website” means marketing.mba and marketingmba.com.
2.1 The Agreement is formed after Customer has accepted and signed the Order Confirmation Form provided by MMBA and Customer has either: (a) signed and dated a hard copy of the Order Confirmation Form; (b) or signed and dated the Order Confirmation Form sent electronically; or (c) sent an electronic communication confirming that it has accepted the Order Confirmation Form.
2.2 MMBA agrees to make the Services available to Customer and its Authorized Users pursuant to the terms of this Agreement, and as specified in an Order Confirmation Form.
Subject to Customer’s purchasing the User Subscriptions, the restrictions set out in section 4 and the other terms and conditions of this Agreement, MMBA hereby grants to Customer a non-exclusive, non-transferable right (without the right to grant sub-licenses), to access and use the Services solely for personal or internal business operations (as may be the case) and, where applicable, to permit its Authorized Users to access and use, the Services and the Documentation during the Term in accordance with the terms of this Agreement.
4.1 Registration. In order to access the Services, Customer must register for an account. Customer agrees that the information provided by Customer for the purposes of account registration is accurate and will be kept accurate and up-to-date at all times. Customer is solely responsible for maintaining the confidentiality of Customer’s account and password and accepts responsibility for all activities that occur under their account. Customer will not share passwords, authentication credentials, or other means of account access with any third party, except its Authorized Users. Where MMBA has reasonable cause to believe that Customer has shared access to its account with any unauthorized third party, MMBA shall have the right to revoke Customer’s access to its account and/or block the account without any refund to Customer. If Customer has reason to believe that Customer’s account is no longer secure, Customer must immediately notify MMBA at firstname.lastname@example.org.
4.2 User Subscriptions. In relation to Authorized Users, Customer undertakes that: (a) the maximum number of Authorized Users that it authorizes to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; (b) it will not allow any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services and the Documentation; (c) each Authorized User shall keep a secure password for their use of the Services and the Documentation and shall be responsible for maintaining the security of their account and password; (d) it shall maintain an up to date list of current Authorized Users and upon request, provide the same to MMBA upon; and (e) it shall permit MMBA or MMBA’s designated auditor to audit the Services and Customer’s records in order to establish the name and password of each Authorized User and Customer’s data processing facilities to audit compliance with this Agreement and this right shall be exercised at any time upon reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business.
5.1 Use of the Services. Customer shall access and use the Services and the Platform strictly for the purposes expressly set out in this Agreement and not for any other purpose. Customer shall not use the Services and the Platform for any purpose that is unlawful or prohibited by this Agreement, or any other purpose not reasonably foreseen to have been intended by MMBA. Customer shall and shall procure that its Authorized Users shall not:
(a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation in any form or media or by any means; or
(b) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services, Digital Marketing Consulting Packages and/or Documentation ; or
(c) access all or any part of the Services, Digital Marketing Consulting Packages and/or Documentation in order to build a product or service which competes with the Services; or
(d) use the Services, Digital Marketing Consulting Packages and/or Documentation to provide services to third parties; or
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Digital Marketing Consulting Packages and/or Documentation available to any third party except its Authorized Users; or
(f) attempt to obtain, or assist third parties in obtaining, access to the Services, Digital Marketing Consulting Packages and/or Documentation other than as provided under this section 5; or
(g) input any material during the course of its use of the Services that: (h) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, discriminatory, promotes unlawful violence; or is otherwise illegal or causes damage or injury to any person or property; or
(i) behave disruptively or otherwise that makes you unreasonably difficult to work with; or
(j) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity or otherwise misrepresent your affiliation with a person or entity; or
(l) abuse, harass, threaten, impersonate or intimidate any person.
5.2 Use of the Website, the Directory and the Platform.
As a condition of using the Platform, Customers agrees that it will not and will not allow its Authorized Users to use the Website, Directory or Platform for any purpose that is unlawful or prohibited under this Agreement, or any other purpose not reasonably foreseen to have been intended by MMBA. By way of example, and not as limitation, Customer agrees that it will not and will not allow its Authorized Users to use the Website, Directory or Platform:
(a) in any way that is false, inaccurate, or misleading;
(b) in any way that is disruptive;
(d) to disseminate any of the MMBA's Confidential Information;
(e) to collect and use service or product listings, descriptions, or images;
(f) to abuse, harass, threaten, impersonate or intimidate any person;
(g) to post or transmit, or cause to be posted or transmitted, any content on the Website, Directory or Platform that is libelous, defamatory, obscene, pornographic, abusive, offensive, profane, violent or that infringes any copyright or other right of any person;
(h) for any unlawful purposes or in any fashion that is not permitted under the laws of the jurisdiction in which you use the Platform and the Directory;
(i) to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user of the Platform, Directory or the Website;
(j) to reverse engineer, decompile, or disassemble the Platform, Directory or the Website, or to convert into human-readable form.
(k) to sell, transfer, license or assign your user account, username, or any other rights granted to you hereunder in any way that is fraudulent or otherwise involves the sale of illegal or stolen goods.
(l) to introduce or permit the introduction of any computer code, file, or program that may damage the Services, the Directory, the Platform or MMBA’s network and information systems.
Customer shall use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services, the Directory, the Platform, Digital Marketing Consulting Packages and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify MMBA.
MMBA reserves the right, without liability or prejudice to its other rights, to disable Customer’s access to any material that breaches the provisions of this section 5.
6.1 Fees. Customer will pay the Fees as set forth in the applicable Order Confirmation Form. Any future incremental add-on or renewal orders after the initial subscription period (as set forth in an Order Confirmation Form) shall be subject to the subscription standard price in effect at time of purchase. Unless stated otherwise in an Order Confirmation Form, all fees are payable in EUR (euro), exclude any value added tax or other tax, bank or payment remittance charges, and are non-cancellable and non-refundable. Notwithstanding any termination of your Subscription Services during the Term, you shall remain obligated to pay all Fees on account of the Term of such Subscription Services in accordance with the Payment Schedule specified in Order Confirmation Form.
6.2 No deductions. Customer agrees to pay all amounts payable under this Agreement free and clear of all deductions or withholdings or rights of counter claim or set-off, unless required by law. If a deduction or withholding is so required, then Customer agrees to pay such additional amount as to ensure that the net amount received and retained by MMBA equals the full amount that MMBA would have received had the deduction or withholding not been required.
6.3 Authorization. Customer authorizes MMBA or a third party payment processor to charge all sums for the orders Customer enters into, including all applicable taxes, to the payment method specified in Customer’s account. If Customer pays any fees with a credit card, a third party payment processor may seek pre-authorization of Customer’s credit card account prior to purchase to verify that the credit card is valid and has the necessary funds or credit available to cover the purchase.
6.4 Invoices. MMBA shall provide Customer with invoices in respect of the Services performed on a monthly basis, on the basis of the Fees set out in the relevant Order Confirmation Form. Where Customer disputes an invoice, Customer shall provide MMBA with a reasoned objection in writing, no later than 15 (fifteen) days from the date of issuance of the invoice. In the absence of an objection, the invoice shall be deemed accepted. Unless otherwise set forth in the Order Confirmation Form, Customer shall pay all MMBA’s undisputed invoices within fifteen (15) days after Customer receives an invoice.
6.5 Late Payment. In the event that MMBA has not received payment of any Fees in accordance with the payment terms set forth in the applicable Order Confirmation Form, then without prejudice to any other rights and remedies of MMBA, MMBA: (a) may, without liability to Customer, disable Customer’s password, account and access to all or part of the Services and shall be under no obligation to provide any or all of the Services while the payment(s) concerned remains unpaid; and (b) charge Customer the greater of 5% interest per month or the maximum interest permitted by law on any unpaid amount payable by the Customer under this Agreement from the date it falls due until payment is actually received by the MMBA , and Customer will be liable for all third-party collection costs.
6.6 Subscription Services. The paid Services may include automatically recurring payments for periodic charges (“Subscription”). Subscriptions are applicable to Tandem Marketing Training (done with you), Tandem Marketing Training (intranet access), Consulting. The price, term, and restrictions of any Subscription will be set forth in an applicable Order Confirmation Confirmation Form. If Customer activates a Subscription, Customer authorizes MMBA to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Customer’s account, all accrued sums on the payment due date for the accrued sums. The Subscription will continue unless and until Customer decides not to renew the Subscription or MMBA terminates it.
6.7 Price. MMBA reserves the right to determine pricing for the Services. MMBA may change the fees for any feature of the Services, including additional fees or charges. MMBA may, at its sole discretion, make promotional offers with different features and different pricing to any of MMBA’s customers. Such promotional offers, unless made to Customer, will not apply to Customer’s offer or this Agreement.
6.8 Overtime. Any additional Services performed outside the scope defined in the Order Confirmation Form in any one week and/or on weekends and Public Holidays shall be considered as overtime and shall be paid at the overtime rate which will be communicated to Customer at that time. All overtime must be approved by Customer prior to commencing work.
Customer understands MMBA, its employees, contractors and third party service providers may be located in different jurisdictions that have different declared public holidays. Customer acknowledges therefore that there may be delays in responses during Public Holidays and on MMBA Days Off and that MMBA shall not be liable in any way for such delays.
8.1. Term of Agreement. This Agreement will commence on the Effective Date and will continue in effect unless and until terminated in accordance with the terms of this Agreement (the “Term”). The duration of the Services will be specified in each applicable Order Confirmation Form. This Agreement will automatically renew for the same duration of time as the initial Agreement unless Customer notifies MMBA in writing of their intention not to renew, not less than:
(a) ninety (90) days prior to the expiration of the current Agreement applicable to 12-month Services
(b) one hundred and eighty (180) days prior to the expiration of the current Agreement applicable for 24-month or longer Services
8.2. Termination for Cause. Either party shall have the right to terminate this Agreement at any time, with immediate effect, and without any liability, by giving written notice to the other party in the event the other party: (a) commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed over its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, is liquidated, or suffers any similar action in consequence of debt; or (c) performs any of the restricted actions specified in Clause 5; or (d) becomes intractable.
8.3. Effect of Termination. On the effective date of termination of this Agreement for any reason whatsoever: a) all license rights under the Agreement shall immediately terminate; b) all then-current Subscriptions under the Agreement will terminate and Customer will no longer be authorized to access Customer’s account or the Services; (c) Customer must pay MMBA any unpaid amount that was due prior to termination; (d) Customer must continue paying MMBA any remaining amount according to the payment schedule specified in the relevant Order Confirmation Form until the full Fees in respect of the Services are fully paid; (e) MMBA may delete or otherwise dispose of any Customer Data in its possession; (f) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and (g) those sections that are will survive termination of the Agreement.
9.1 Amendments to this Agreement. MMBA reserves the right in its sole discretion to modify and/or make changes to the terms of this Agreement at any time by posting the updated version to the Website. If MMBA makes any material change, MMBA will notify Customer by email notice sent to the email address specified in Customer’s account or by posting a notice through the Services. Modifications will become effective on the day they are posted unless stated otherwise. Customer’s continued use of the Services after changes become effective shall mean Customer accepts those changes. Any revised terms shall supersede all previous terms.
9.2 Modifications to Website, and the Platform. MMBA may, in its sole discretion, modify the Website or the Platform from time to time, which modifications can include, but not be limited to, the removal, addition, or modification of features within the Platform, graphic and stylistic modifications, and integration with third-party products or services.
10.1 Customer acknowledges and agrees that MMBA and/or its licensors own all intellectual property rights in and to the Services. Except as expressly stated herein, this Agreement does not grant Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services. Other than the right to use the Services for the Term provided in this Agreement, nothing in this Agreement grants Customer any right in the Services. MMBA reserves all rights in or in relation to the Services not expressly granted in this Agreement. To the extent Customer provides MMBA with any feedback relating to the Services (including feedback related to usability, performance, interactivity, bug reports and test results) (“Customer Feedback”), MMBA will own all right, title and interest in and to such Customer Feedback and Customer hereby assigns the same to MMBA.
10.2 MMBA confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement. Customer shall promptly report to MMBA any third-party claim served on Customer relating to the intellectual property rights in the Services.
10.3 All Intellectual Property Rights in or in relation to the Website, Services and Documentation shall vest in MMBA (“MMBA IP”). Except for the right of access to the Platform in accordance with the Order Confirmation Form and the terms of this Agreement, Customer shall not acquire any right, title or interest in or in relation to any MMBA IP. For the purpose of this clause Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighboring and related rights (including future copyright and design right), moral rights, trademarks and service marks, business names and domain names, whether or not trademarks, registered by any authorized private registrar or government authority, web addresses, web pages, website and URLs, rights in get-up and trade dress, works of authorship, expressions, designs and industrial design registrations, whether or not registrable, including copyrights and copyrightable works, audio, video, documents, spreadsheets, sales and marketing funnel designs, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property, 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.
11.2 Linked Websites. The Platform may provide, or third parties may provide, links to other websites or resources. Linked websites are not under MMBA’ control, and MMBA is not responsible for their content. MMBA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. MMBA does not endorse or approve any third-party website nor the content of any of the third-party website made and shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Customer’s use of or reliance on any such content or goods or services available on or through any such site or resource.
12.1 Certain features of the Services may permit Customer and/or its Authorized Users to upload courses and other content to the Services, including messages, reviews, photos, video, images, data, text, and other types of material (“Customer Content”). Customer retains any copyright and other proprietary rights that Customer may hold in Customer Content that is posted by Customer to the Services.
12.2 By providing Customer Content to or via the Services, Customer grants MMBA a worldwide, non-exclusive, royalty-free, license (with the right to sublicense) to host, store, transfer, display, reproduce, in whole or in part, Customer Content for the purpose of providing the Services as set out in this Agreement.
12.3 MMBA disclaims any and all liability in connection with Customer Content. By providing Customer Content via the Services, Customer represents and warrants to MMBA that: (a) Customer is the owner of Customer Content, or has the necessary licenses, rights, consents, and permissions to authorize MMBA and users of the Services to use Customer Content as necessary to exercise the licenses granted in this Agreement; and (b) the use of Customer Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including intellectual property rights; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause MMBA to violate any law or regulation; and is not otherwise objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
MMBA shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, Customer’s sole and exclusive remedy against MMBA shall be for MMBA to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by MMBA. MMBA shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by MMBA to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.
14.1 By entering into this Agreement, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by MMBA in connection with the processing of Customer Personal Data.
14.2 The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to MMBA and/or lawful collection of the same by MMBA for the duration and purposes of this Agreement.
14.3 MMBA shall, in relation to Customer Personal Data:
(a) process that Customer Personal Data only on the documented instructions of the Customer, unless MMBA is required by applicable laws to otherwise process that Customer Personal Data. Where MMBA is relying on applicable laws as the basis for processing Customer Processor Data, MMBA shall notify the Customer of this before performing the processing required by the applicable laws unless those applicable laws prohibit MMBA from notifying the Customer on important grounds of public interest;
(b) ensure that any personnel engaged and authorized by MMBA to process Customer Personal Data have committed themselves to confidentiality;
(c) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data; and
(d) at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless MMBA is required by applicable law to continue to process that Customer Personal Data. For the purposes of this clause Customer Personal Data shall be considered deleted where it is put beyond further use by MMBA.
14.4 The Customer hereby provides its prior, general authorization for MMBA to:
14.4.1 appoint processors to process the Customer Personal Data, provided that MMBA:
(a) shall ensure that the terms on which it appoints such processors are consistent with the obligations imposed on MMBA in this clause 14; and
(b) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of MMBA;
14.4.2 transfer Customer Personal Data outside of the UAE. For these purposes, the Customer shall promptly comply with any reasonable request of MMBA, including any request to enter into standard data protection clauses as may be required to comply with EU GDPR (the General Data Protection Regulation ((EU) 2016/679) where the same applies to the transfer) or the UK GDPR (as defined in the Data Protection Act 2018) applies to the transfer) or the California Consumer Privacy Act of 2018 (CCPA)
When you use the Services or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. MMBA may also send you information applicable to your use of the Services electronically. Such information may include documents, quotes, billing statements, transaction receipts, updates, notifications or other information you request, documents requiring your signature, or any other documents ("Communications"). You consent to receive Communications from us electronically, as well as e-mails, texts, mobile push notices, or notices and messages on the Platform or through our message centre. In addition, Communications may be emails with promotional, marketing, and advertising information and recommendations that we believe may be of interest to you. If you do not wish to receive commercial emails, you may unsubscribe following the instructions on any email. Your consent does not mean that MMBA must provide the Communications electronically and as a part of the Services, some of these Communications may be provided to you in non-electronic form. You agree that all agreements, notices, disclosures, and other Communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or in a form that you may keep.
Each party may provide the other party access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that a) is or becomes publicly known other than through any act or omission of the receiving party; b) was in the other party’s lawful possession before the disclosure; c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or d) is independently developed by the receiving party, which independent development can be shown by written evidence. Each party shall hold the other’s Confidential Information in confidence and not disclose or make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
Each party agrees that, during the term of this Agreement and, for a period of twenty four (24) months after termination of the same for any reason, it shall not, induce or endeavour to induce any officer or employee of the other party or offer them employment within its organization. In the event of breach of this provision, the defaulting party shall pay to the other party the sum of US Dollars 30,000 in liquidated damages.
18.1 MMBA (and its affiliates, suppliers, partners, and agents) makes no representations or warranties about the suitability, reliability, availability, timeliness, security, lack of errors, or accuracy of the Services or the Digital Marketing Consulting Packages or their content, and expressly disclaim any warranties or conditions (express or implied), including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. MMBA (and its affiliates, suppliers, partners, and agents) make no warranty that Customer will obtain specific results from use of the Services or the Digital Marketing Consulting Packages. Customer’s use of the Services (including any content) and the Digital Marketing Consulting Packages is entirely at Customer’s own risk.
18.2 MMBA may decide to cease making available certain features of the Services at any time and for any reason. Under no circumstances will MMBA or its affiliates, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability of such features.
18.3 MMBA shall not be liable for delay or failure of MMBA’s performance of any of the Services caused by events beyond our reasonable control, like an act of war, hostility, or sabotage; natural disaster; electrical, internet, or telecommunication outage; or government restrictions.
18.4 MMBA is 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 Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
18.5 Customer assumes sole responsibility for results obtained from the use of the Services and the Digital Marketing Consulting Packages by Customer, and for conclusions drawn from such use.
18.6 Except as set forth in an Order Confirmation Form, the Platform, Directory and any associated Services or products are provided by MMBA on an "as is" and "as available" basis. MMBA makes no representations or warranties of any kind, express or implied, as to the operation of the Platform, to the information, content, materials or products included in the Website, Platform or Directory, or to the functionality of any products or products associated therewith. To the fullest extent permissible by applicable law, MMBA disclaims any and all implied warranties, including but not limited to implied warranties of the title, merchantability and fitness for a particular purpose, of workmanlike effort, of suitability, availability, accuracy, reliability, completeness or timeliness of content, or of non-infringement, as well as warranties arising through course of dealing or usage or trade further, MMBA makes no representations or warranties that the Platform and/or its contents are accurate, complete, reliable, current or error-free. Customer acknowledges that Customer’s use of the Website, Directory, Platform and services associated therewith, including Customer’s use of any and all associated content, data or software distributed by, downloaded or accessed from or through the Platform is solely at Customer’s own risk. MMBA does not warrant or guarantee that the Website, Directory, Platform or servers or e-mails sent by or on behalf of MMBA are free of viruses, worms or other harmful components. Further, MMBA does not guarantee the continuous, uninterrupted and error-free operation of the Website or Platform, nor that all communications between Customer and MMBA, or between users of the Platform, Directory or Website, will be secure from access or interference by third parties.
To the fullest extent permitted by law, in no event will either party or their respective affiliates be liable for any indirect, incidental, punitive, or consequential damages (including loss of data, revenue, profits, or business opportunities), whether arising in contract, warranty, tort, product liability, or otherwise, and even if MMBA’s been advised of the possibility of damages in advance. MMBA’s total aggregate liability in any circumstance shall be limited to the amount Customer has paid to MMBA for access to and use of the Services 12 months immediately preceding the date on which the claim arose.
20.1 Customer will defend, indemnify, and hold harmless MMBA and its officers, directors, suppliers, partners, and agents from and against any third-party claims, demands, losses, damages, or expenses (including reasonable attorney fees) arising from: (a) Customer Content Customer posts or submits; (b) Customer’s or any Authorized User’s use of the Services; (c) Customer’s violation of this Agreements; or (d) Customer’s violation of any rights of a third party. Customer’s indemnification obligation will survive the termination of this Agreement and Customer’s use of the Services.
20.2 MMBA shall defend the Customer, its officers, directors and employees against any claim that Customer’s use of the Services or Documentation in accordance with the terms of this Agreement infringes any third party Intellectual Property Rights.
Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Order, or by email, dedicated Slack channel, WhatsApp, Telegram to the addresses and accounts as may have been notified by the parties for such purposes. Customer acknowledges that email notice will be permitted by MMBA if sent to Customer’s account email address. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.
22.1 Entire Agreement. The Agreement together with any related Order Confirmation Form, constitutes the entire agreement between the parties governing Customer’s use of the Services. No terms other than those expressly set out herein are deemed to be implied herein. No amendment or variation of this Agreement shall be effective or binding unless it is in writing and confirmed in writing or otherwise signed by the parties.
22.2 Severability. In the event of any one or more provisions of this Agreement is or becomes invalid or unenforceable, it shall be amended to the minimum extent necessary or deleted, but shall not affect the validity and enforceability of the rest of this Agreement.
22.3 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22.4 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies on persons other than the parties.
22.5 Assignment. Customer may not, without the prior written consent of MMBA, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Any assignment in violation of the foregoing is void. MMBA may freely assign this Agreement.
22.6 Marketing. Customer grants MMBA the right, during the Term, to use: (a) Customer’s company name and logo as a reference for marketing or promotional purposes on the Website and in other promotional materials; (b) to disclose that Customer is a customer of MMBA to third parties and in the Website; and (c) to include on the Website Customer’s case studies, testimonials and other feedback regarding the Services. Upon request from Customer, MMBA will promptly stop making the disclosure and use described in this section except to the extent already included in any then-existing materials.
22.7 Disputes. In the event of any dispute, claim or controversy arising from or relating to this Agreement, the parties hereto shall use reasonable efforts to settle the same amicably. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. In the event the parties do not reach an amicable resolution within a period of thirty (30) from the date either party having raised such dispute, either party may refer the dispute to arbitration in accordance with clause 22.8.
22.8 Governing law and Jurisdiction. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the United Arab Emirates as they apply to the Dubai International Financial Centre (DIFC) without regard to principles of conflict of laws and the parties consent that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be referred to and finally resolved by arbitration in the United Arab Emirates under the arbitration rules and regulations of the DIFC-LCIA Arbitration Centre save that MMBA reserves the right to may institute proceedings against Customer in any court in which MMBA is able to find jurisdiction in relation to matters involving third party rights infringement claims and Customer Content claims. The language of the arbitration shall be English. The seat of the arbitration shall be the Dubai International Financial Centre (DIFC) in the United Arab Emirates.