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Advertiser Terms

Please carefully read and review the following terms and conditions in their entirety before creating an account on the “Kalima” website (Kalima.ai) or registering as a publisher, advertiser, or user of Kalima. By agreeing to these terms, you are entering into a legally binding contract between you and DIGI MENA – FZE (the owner and operator of the Kalima platform).If you register on the Kalima website, participate in the platform, or join in any manner, you confirm your agreement to these terms and conditions. You also fully accept all the commitments, representations, warranties, and stipulations contained within them.

This agreement (“Agreement”) is made between you and DIGI MENA – FZE (“Kalima”) and applies to Kalima’s website, electronic platform, and network (“Program”), as well as your use of and agreement to Kalima’s services. This Agreement consists of these standard terms and conditions (“Terms and Conditions”), Kalima’s compliance policies, and the guidelines, as amended and updated from time to time. These policies and guidelines are available on the website https://kalima.ai”/.

The terms “Client”, “You”, “Your”, and/or “Advertiser” as mentioned in these Terms and Conditions refer to any individual or legal entity identified or defined during registration or while carrying out the registration process (or listed upon joining the Program). This registration or request may be submitted by the person, entity, affiliated individuals, agents, representatives, or networks acting on behalf of the person or entity, and they are bound by the provisions of this Agreement.

1. PROGRAM

Under these terms and conditions, Kalima grants you a limited and revocable right to use, access, and participate in the program, in accordance with these terms and conditions, and the policies and guidelines issued or amended by Kalima from time to time.

The program provides users with the opportunity to participate as advertisers, with the aim of linking their website from another site, increasing traffic to their website, generating more sales, enhancing credibility, and promoting their brand.The term “Publisher” as mentioned in these terms and conditions refers to any third party that provides advertising spaces for purchase by advertisers, to be used for publishing content or promotional links through the Kalima platform. The term “Publisher Media” refers to websites, apps, mobile websites, mobile apps, and other media through which or on which promotional content is published or displayed. These are media owned or operated by the publisher, or where the publisher has the right to publish content or promotional links. The term “Promotional Content” refers to content created and developed by the advertiser for the purpose of publishing it on publisher media.

2. ADVERTISING

By accessing or participating in Kalima’s platform, or joining it, you confirm and warrant that you are at least 21 years old. If you represent a legal entity, you declare that you have the full legal authority and capacity to make binding legal actions on behalf of that legal entity, especially in agreeing to these terms and conditions, policies, and procedures of Kalima on behalf of the entity.

The advertiser is fully responsible for any promotional content, including all: (a) content targeting options (such as displaying ads based on the type of content) and keywords (collectively referred to as “Targets”), as well as all text, content, artwork, information, images, and URLs (referred to as “Creative Content”), whether created directly by the advertiser or through its service providers and/or representatives, and (b) the websites and landing pages to which the creative content is linked and to which viewers are directed, as well as the services and products being advertised (collectively referred to as “Services”).

The advertiser bears full responsibility for the protection of any password and assumes full responsibility for any use, whether by them or others, of any of their advertiser accounts. You must understand and agree that promotional content may be published or displayed on any publisher media at Kalima’s sole discretion, unless you explicitly choose not to have it published on specific media via the options available in the program. Except as stated in this paragraph, you agree and authorize Kalima to publish and display the content. Kalima retains the absolute right to modify or suspend any features and/or capabilities of the program at any time without prior notice and without any liability.Kalima, its partners, service providers, or subcontractors have the absolute right to reject or remove any promotional content for any reason at their sole discretion.

3. CONDUCT AND COMPLIANCE

Access to and use of the program are subject to the applicable laws, regulations, and rules of the United Arab Emirates as outlined below, as well as Kalima’s policies and guidelines. The advertiser hereby acknowledges and guarantees the following:

  • They have reviewed Kalima’s policies and guidelines concerning promotional content, as outlined on the website: https://kalima.ai”/ (“Kalima’s Policy”).
  • They will periodically review Kalima’s Policy to stay updated on any changes.
  • They will fully comply with all applicable policies and guidelines related to promotional content, as well as all relevant laws and regulations in the United Arab Emirates, including any amendments thereto, such as Federal Law No. 5 of 2012 on Cybercrimes, Federal Law No. 24 of 2006 on Consumer Protection, Federal Law No. 15 of 1980 on Publications and Publishing, in addition to the decisions of the National Media Council of the UAE, and any other applicable laws that may govern the advertiser or the region targeted by the promotional content (“Applicable Laws”).

Furthermore, you are prohibited from engaging in or authorizing any of the following activities.

4. PAYMENT

The advertiser is responsible for all fees indicated in their account and must pay all fees in the currency specified in the account or any other currency as determined by Kalima. The advertiser must pay all fees in accordance with the payment terms specified in the program, noting that a 1.5% monthly interest rate will be charged on any overdue amounts. Kalima’s fees do not include any applicable taxes, such as VAT, which will be added by Kalima, and the advertiser is required to pay them in addition to the due fees. The advertiser must settle all fees in accordance with the payment terms outlined in the program, with a 1.5% interest rate applied monthly to any overdue amounts. Kalima’s fees do not cover any applicable taxes, including VAT, which will be added and must be paid by the advertiser along with the due fees. The advertiser is also responsible for paying all taxes, government fees, and reasonable legal costs incurred by Kalima in collecting or claiming any outstanding amounts or enforcing its rights under these terms. To the maximum extent permitted by law, the advertiser waives all claims or demands related to fees (such as claims regarding click charges), unless the claim is submitted within seven days of the fee’s due date. Fees are calculated based on Kalima’s measurements of the applicable program, unless otherwise agreed in writing. Kalima reserves the right to confiscate any funds that have been deposited in your account for more than one year from the date of your last activity on the program. Refunds (if any) are at Kalima’s sole discretion and may be issued in the form of a credit to the advertiser’s account for use in the program.

The advertiser acknowledges and agrees that any credit card, bank account, wire transfer information, or related billing and payment details provided to Kalima may be disclosed to its subcontractors and service providers, such as payment processors and/or credit agencies and/or financial institutions, for the purpose of conducting credit checks and processing payments for the advertiser’s account. Kalima may also disclose this information in response to legal claims, court proceedings, or official investigations. Kalima is not responsible for any misuse or disclosure of this information by third parties.Kalima reserves the right not to grant you credit terms or any other general payment facilities (“Credit Terms”) as it may choose not to offer such terms to others. However, at its sole discretion, Kalima may grant you Credit Terms, subject to separate terms and conditions, which will be provided to you if Credit Terms are granted. If Credit Terms are provided, you agree to allow Kalima to access your financial records and review and audit your books and records, including access to your computer databases, to verify financial information related to the business relationship under this agreement. You also authorize Kalima to obtain a credit report, including information from credit rating agencies regarding your business, and to present it with relevant financial information regarding your status.

5. TERMINATION

Kalima reserves the right, at its sole discretion, to terminate this agreement and/or your access to the program at any time and for any reason without prior notice. Upon termination, all representations, warranties, and obligations of the advertiser, as outlined in this agreement, shall remain in full effect even after the agreement is terminated. Any financial obligations incurred prior to the termination date shall also remain in effect until they are fully settled.

If Kalima receives written notice from you requesting cancellation, Kalima will promptly cease displaying your promotional content. Such cancellation will be subject to the program policies or Kalima’s ability to resell the reserved advertising space on the publisher’s media or withdraw the promotional content already provided. However, the canceled promotional content may continue to be displayed despite the cancellation if such cancellation was made after the commitment date previously set by Kalima or its affiliates, partners, and/or publishers. In this case, the advertiser must pay for the service of this promotional content until the service for such content is fully discontinued.

6. PROMOTIONAL USE

Kalima reserves the right, from time to time, to use your name and logo in all of its marketing and promotional materials, including advertiser lists, financial reports, advertiser listings on the website, and in search results. You may request permission from Kalima to use Kalima’s trade names, trademarks, service marks, logos, domain names, and other distinctive features. However, you may not use any of Kalima’s trade names, trademarks, or identifying information without prior written approval from Kalima.

7. AGENCY

If the advertiser is acting on behalf of or for the benefit of another party, the advertiser hereby represents and warrants the following:

  • That they are authorized to act on behalf of any other party for whom the advertiser is advertising (“Principal”) and are bound by this agreement.
  • That the Principal owns all rights related to the program information concerning the promotional content.

That the advertiser is not permitted to disclose the program information related to the Principal to any other party without prior approval from the Principal.

8. REPRESENTATIONS AND WARRANTIES

Under this agreement, you represent and warrant the following:

  • That all information provided by you to Kalima for the purpose of joining the program is accurate, correct, and up-to-date.
  • That you are the owner or have the legal right to use all promotional content, creative works, and/or materials, or that you are legally authorized to act on behalf of the owner, or licensed for the purposes of this agreement and the program.
  • That you possess all the necessary rights, powers, and authorizations to enter into this agreement and perform the actions required under it.
  • That you have complied with and will continue to comply with all applicable laws, regulations, and rules in the execution of any procedures outlined in this agreement.
  • That any promotional content, creative works, or other materials or content displayed or provided by you: (a) Complies with all applicable laws, regulations, orders, and rules. (b) Does not violate or infringe upon any obligations toward any person or entity, including intellectual property rights, publishing rights, privacy rights, consumer protection rights, product liability, tortious or contractual liability. (c) Is not pornographic, nor does it promote hate or violence.
  • That you own and hereby grant Kalima, its affiliates, partners, and publishers all the necessary rights (including copyrights, trademarks, patents, intellectual property rights, and any other rights) to the promotional content, creative works, materials, or targets, as required by Kalima, its affiliates, partners, and publishers for the operation of the program (including the rights to host the promotional content, route it, transmit it, reformat it, extract, analyze, algorithmically process, or create derivatives from it, and from the creative works, content, or targets) according to this agreement (“Usage”).
  • That any usage of the promotional content, materials, targets, and advertiser services, as outlined in this agreement, does not violate any laws, regulations, codes of conduct, or third-party rights (including intellectual property rights). Any violation of the above may result in the immediate termination of this agreement and/or the advertiser’s account without prior notice. Kalima reserves the right to claim compensation for any damages (direct or indirect) that may arise or be related to such a violation in accordance with Section (9) below.

9. INDEMNIFICATION

The advertiser agrees to defend, indemnify, and hold harmless Kalima, including all its affiliates, directors, officers, employees, service providers, and agents, from any and all damages, liabilities, costs, and expenses (including reasonable attorney fees) (collectively referred to as “Losses”) incurred by Kalima as a result of any claim, lawsuit, judgment, or legal proceeding arising out of or related to: (a) The advertiser’s breach of this agreement. (b) The content contained within the promotional materials, and any claims or demands related to it. (c) The products, services, or content associated with the promotional materials.

Kalima also agrees to defend, indemnify, and hold harmless the advertiser from any losses arising from any ongoing lawsuit or final judgment that results from Kalima’s breach of this agreement or because of it.

In the event that any lawsuit is brought against either party (the “Indemnified Party”) in connection with any claim that may require indemnification from the other party (the “Indemnifying Party”), the Indemnified Party must notify the Indemnifying Party of any claim as soon as it becomes aware of it. However, failure to provide such notice does not relieve the Indemnifying Party of its obligations under Section (9) of this agreement unless such failure causes significant damage or harm to the Indemnifying Party.

The Indemnified Party must allow the Indemnifying Party to assume control of the defense of that lawsuit with an attorney or legal advisor of the Indemnifying Party’s choice, provided that such attorney is acceptable to the Indemnified Party. However, the Indemnified Party reserves the right to assume the defense of any lawsuit that it deems to have a significant negative impact on its business, operations, assets, or business opportunities, with reasonable costs and expenses associated with that lawsuit becoming part of the indemnification obligations of the Indemnifying Party under this agreement. The Indemnifying Party may not admit any liability or enter into any settlement that could adversely affect the rights or interests of the Indemnified Party without the prior written consent of the Indemnified Party.

10. KALIMA’S AND ADVERTISER’S RIGHTS

Kalima retains all ownership rights and interests in the program, including all intellectual property rights (as later defined) related to the program, such as ad service technology, marketing technology, marketing strategies, code, programming, strategies, and features. This includes rights related to sublicensing, except for items licensed to Kalima by third parties and any third-party media components that may be part of the program and its services. As such, you have no rights to ownership or interests in the program, except as explicitly stated in this agreement.

You are not permitted to modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or attempt to extract the source code of any components of the program, or attempt to create a substitute or similar service or product using the program or access to it or any proprietary information related to it.

You are also prohibited from removing, concealing, or altering any intellectual property rights notices, trademarks, logos, or any other proprietary rights notices displayed within or related to Kalima’s services, programs, or documentation (including any promotional content from Kalima or third parties).

“Intellectual Property Rights” refers to patents, utility models, rights related to inventions, copyrights, related and neighboring rights, trademarks, service marks, business names, domain names, rights related to trade dress and product appearance, goodwill, the right to bring actions for misrepresentation, rights related to designs, database rights, rights of use and protection of confidential information (including technical know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and claim priority in such rights, renewals or extensions, and all similar or equivalent rights or forms of protection that currently exist or will exist in the future anywhere in the world.

If the advertiser’s application programming interface (API) needs to be integrated, the advertiser must grant Kalima a non-exclusive, non-transferable, revocable license, without the right to sublicense except to partners and service providers, to use the API solely for the purpose of integration. Kalima will not transfer, assign, or disclose the API or any specifications related to it to any third party, except to partners or service providers where their use is necessary for integration. The advertiser-provided API under this agreement is considered proprietary to the advertiser and/or third-party suppliers and licensors, and the license granted does not confer ownership or the right to sell any rights therein. The advertiser retains all intellectual property rights to the API unless otherwise authorized by the advertiser under this agreement.

11. INFORMATION AND DATA

Notwithstanding any conflicting provisions in this agreement, “Kalima” has the right to use and disclose the data sent or derived from your use of the program as follows: (a) to fulfill its obligations stated in this agreement. (b) to operate the program, including providing reports to publishers. (c) to disclose advertising campaign statistics and provide reports on purchases made through the program. (d) for analytical and modeling purposes. (e) in accordance with any court order or law or governmental, quasi-governmental, regulatory, or supervisory body. (f) to prepare forecasts and improve product offerings, and (g) as authorized by you. Furthermore, you must grant “Kalima” the right to access, index, and temporarily store all data, including promotional content through automated means such as web spiders and crawlers.

The advertiser acknowledges that the program collects aggregated data that cannot be used to identify individuals, relating to users’ use of the program, including the information provided by users in response to promotional content (“Derived Data”). The derived data, along with any modifications made to it, is the exclusive property of “Kalima” Without prejudice to the provisions of this agreement, “Kalima” grants the advertiser access to the derived data for purposes authorized under this agreement, and “Kalima” has the discretion to suspend or terminate this right at any time, with or without cause. “Kalima” has the right to use the derived data to improve the program, understand usage patterns, and for any other purpose related to “Kalima”‘s business without any obligation to the advertiser. “Kalima” may also transfer or assign any of its rights in the derived data to any third party.

The advertiser acknowledges “Kalima”‘s right to collect information classified as personal information during the user registration process and/or program operation and management (“Personal Information”). The advertiser agrees under this agreement that “Kalima” may collect and process that personal information, provided that “Kalima” undertakes to:

  • Ensure appropriate technical measures are in place to protect personal data from unauthorized or unlawful processing, as well as against any accidental loss, destruction, or damage to confidential information.
  • Ensure that all employees who can access confidential information maintain the confidentiality and privacy of confidential data and do not disclose any confidential information except in compliance with applicable laws or with prior written consent from the advertiser.
  • Notify the advertiser without undue delay upon becoming aware of any breach of confidential information and erase or return confidential information to the advertiser upon its written request immediately upon the termination of this agreement, unless the law requires the retention of confidential information.

12. DISCLAIMER AND LIMITATION OF LIABILITY

Kalima shall not be liable to you or any third party (including individuals with whom you engage through your marketing efforts) for any damages of any kind, and the advertiser shall indemnify and hold Kalima harmless from any damages that may arise as a result of your use of Kalima’s network, the program, promotional content, or the advertisers’ products and/or services, or any content or creative work on publishers’ sites or partners or any affiliated entity and/or through any of their properties. Such damages generally include, but are not limited to, special, indirect, incidental, consequential, or punitive damages and/or damages, even if Kalima has been advised of the possibility of their occurrence. The maximum total liability of Kalima to the advertiser and any third party shall not exceed (a) one hundred US dollars (100 USD), or (b) the total amount of fees paid by the advertiser to Kalima during the one (1) month period preceding the event causing the liability, whichever is lower. The advertiser acknowledges that the limitation of liability for damages is a reasonable and enforceable limitation.

The Kalima network, its code, scripts, the program, and the sites of any affiliated or partnered entity, and the advertising service and program services provided, are all provided “as is” without change and “as available” and all express and implied warranties are disclaimers (including, but not limited to, disclaimers of warranties of merchantability for any purpose or regarding non-infringement of intellectual property and/or fitness for a particular purpose).

Moreover, the Kalima network, the program, the code, scripts, and/or the publishers’ sites or their partners or affiliated entities and services may experience electronic system crashes (bugs), errors, issues, or other limitations. Kalima shall not be liable in any way to the advertiser or any third party for the advertiser’s use or inability to use Kalima’s network, the program, and/or the service or the delivery of ads and/or the sub-sites of the publisher or any partner or affiliated entity or services. Kalima is also exempt from liability for any express or implied warranties that suggest that any use of the services will be uninterrupted or free of errors or that the program or any service will be available (without interruption) to the advertiser.

Kalima makes no representation or warranty regarding the achievement of any results through your use of Kalima’s network, the program, and/or the service or the presentation of ads and/or the sub-sites of the publisher or its partner or its affiliated entities or their services. No advice or oral or written information provided to the advertiser from Kalima and/or any publisher or partner and/or affiliated entity through the Kalima network and/or through the program shall be deemed as a representation or warranty not expressly stated in this agreement.

13. ASSIGNMENT

Kalima may assign this agreement or any part thereof at its sole discretion. You may not assign any of your rights under this agreement or transfer, delegate, or relinquish them to any third party without prior written consent from Kalima which may be refused for any reason. Any attempts to do so shall be null and void.

14. SEVERABILITY WAIVER

If any provision of this agreement is found to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provisions of this agreement, and this agreement shall be construed as if such invalid, illegal, or unenforceable provision were not contained therein. No waiver of any breach of any provision of this agreement shall be deemed a waiver of any prior, current, or future breach of the same or any other provisions, nor shall any waiver be effective unless in writing and signed by the legal representative of the waiving party.

15. MODIFICATION

This agreement may be amended by Kalima including formal and/or substantive amendments from time to time. You will be notified of these changes—either by email or through a notice posted on the Kalima website or by any other means—and you are required to review and become familiar with the amended terms according to the instructions in the notice. If you do not agree to all or part of the changes, you must immediately exit the program or refrain from using any of the services offered by Kalima through the program. Notably, continuing to use the program and accessing the Kalima website after receiving the aforementioned notice will be deemed your acceptance and acknowledgment of these changes to the terms.

16. CONFIDENTIALITY

“Confidential Information” means any information disclosed to you by Kalima whether directly or indirectly, in writing or verbally, or through inspection of any physical items, except for information that you can prove (a) was widely known or available to the public before disclosure by Kalima (b) became widely known or available to the public after disclosure by Kalima without your actions or omissions, and/or (c) was already in your possession (without any confidentiality restrictions) at the time of disclosure by Kalima as shown by your files and records prior to the date of disclosure. Fees charged for using Kalima program and any information referred to as confidential are part of “Confidential Information”.

Under no circumstances shall you (a) disclose any Confidential Information or sell, transfer, or make it available to any other person or entity, (b) use any Confidential Information, and/or (c) reproduce or create copies of it by any other means unless necessary to achieve the purpose for which the Confidential Information was disclosed or if required by applicable law.You must take all appropriate and reasonable measures to protect the confidentiality of the Confidential Information and prevent unauthorized disclosure or unauthorized use of it. All Confidential Information remains the exclusive property of Kalima at all times, and you must return all documents and electronic media and any materials containing or related to the Confidential Information to Kalima upon request.

17. FORCE MAJEURE

Kalima shall not be liable to the publisher for any failure or delay in fulfilling its obligations under this agreement due to interruptions in communications or the internet or network, or as a result of hacking of the computer or due to an act of God, fire, storm, war, governmental action, labor disputes, earthquakes, natural disasters, or any other reason beyond Kalima’s reasonable control.

18. MISCELLANEOUS

You may not use any device, software, or system for the purpose of interfering or attempting to interfere with the proper operation of the delivery system or Kalima’s network and/or the program. You also may not take any action that causes an undue or excessive burden on Kalima’s infrastructure. You agree that any unauthorized or illegal use of Kalima’s network or the program or the service and/or the code constitutes harm to Kalima for which monetary compensation is insufficient. In this case, Kalima has the right to seek an immediate injunctive relief against you, in addition to all remedies provided by this agreement or available under the law.

19. RELATIONSHIP


Each party shall be considered an independent contractor of the other, and neither party shall be a partner or joint venture with the other party or an employee of the other. Neither party shall have the right to bind the other party to any obligation or incur any obligation on behalf of the other.

20. NOTICES

All notices must be sent to the address provided when signing regarding the service. If a notice is to be sent to Kalima, it shall be sent to the address displayed in the contracting section on the Kalima network.

21. GOVERNING LAW AND JURISDICTION

Any dispute, claim, or demand arising from or related to this agreement or any relationship resulting from it shall be resolved through the courts of Dubai, and such dispute, claim, or demand shall be governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai.