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Publisher 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

Kalima grants you a limited, revocable right to use the program, access it, and participate in it, in accordance with these terms and conditions and the policies and guidelines issued or modified by Kalima from time to time. The program allows users to participate as an “Advertiser” in the advertising space, as well as to distribute promotional content online across various media belonging to publishers, for a fee. The program also provides certain users the opportunity to participate as Publishers (owners of websites). It grants Publishers the ability to distribute and/or register promotional content on their respective media. The term “Publisher Media” as used in these terms and conditions, refers to any websites, applications, media players, music players, video players, mobile content, or other media platforms through or on which promotional content is published and displayed, which is owned or operated by the Publisher or for which the Publisher has the right to publish and display. “Promotional Content” refers to advertisements, promotional campaigns, offers, articles, and other promotional materials designed and developed by Advertisers for placement in Publisher Media. Your participation in the program as an Advertiser or Publisher is at your own risk.

2. PUBLISHING

Your access to the Kalima network or your participation, registration, and/or joining the program constitutes a warranty acknowledgment and representation that you are at least twenty-one years old. If you are representing a legal entity, you confirm that you have full legal authority and the required capacity to enter into binding legal transactions on behalf of that legal entity. Under this agreement, you agree that Kalima may serve third parties and/or receive promotional content, including but not limited to advertising links, images, videos, advertising spaces (boxes), and search results and/or referrals on Publisher Media.

The Publisher must, at all times during the term of the agreement, comply with the terms published regarding Publisher Media, as well as the applicable privacy and cookie policies and other disclosures. The Publisher must ensure that their Publisher Media includes published policies regarding privacy and cookies (as applicable), adequately disclosing how personal data is collected, used, and disclosed, and how users and visitors can choose to opt out of usage in accordance with applicable privacy laws https://www.aboutads.info, or provide a link to unsubscribe from EDAA at https://www.youronlinechoices.eu.

Specifically, the Publisher agrees to the following: (1) For Publisher Media on the web, the Publisher’s privacy policy must address the use of cookies and third-party identifiers, including Kalima, for advertising and analytics derived from visitors’ interests (whether on Publisher Media or elsewhere), and provide a link to opt out of DDA (Digital Analytics) or any link leading to the opt-out of EDDA (European Interactive Digital Advertising) in a manner sufficient to comply with data privacy laws. (2) For mobile application-based Publisher Media, the Publisher’s privacy policy must outline the use of mobile applications, the collection of advertising and analytics identifiers based on interests, and provide a descriptive statement on how users and visitors can opt out of mobile advertising data through device settings. (3) For Publisher Media targeting the European Union, the Publisher must ensure they obtain visitor consent (which must be given freely, exclusively, informed, and unambiguous) in accordance with European privacy laws regarding the placement or insertion of any Kalima cookies or any web beacons or identifiers on visitors’ devices.

Kalima reserves the absolute right to modify or discontinue any of the program’s features and/or capabilities at any time, without prior notice. Kalima may also modify this agreement at any time without liability, and the Advertiser’s use of the program after notification of changes to these terms or the agreement constitutes acceptance of the new terms. Kalima, its partners, or service providers may reject or remove any promotional content for any reason or without providing a reason.

3. IMPLEMENTATION

Kalima may provide you from time to time with specific technical specifications, rules, and guidelines related to Publisher Media standards, which must be followed and complied with. Kalima may, at its sole discretion, modify (substantially or formatively) or change the specified standards, rules, and guidelines. Specifications may be changed to allow for enhancements in the program, including but not limited to changes in code, delivery improvements, and optimizing the efficiency of article display, tracking, and reporting. You are not permitted to make any changes to the code, link, text, programming, pixels, materials, content, and/or data provided to you without prior explicit written consent from Kalima.

4. CONDUCT AND COMPLIANCE

Accessing and using the program is subject to the terms and applicable laws and regulations in force in the United Arab Emirates (as defined below), as well as the policies and guidelines of Kalima. The Publisher acknowledges and warrants the following:

  • They have reviewed Kalima’s policies and guidelines, which are detailed on the website: https://kalima.ai”/ (“Kalima Policy”).
  • They will periodically review the Kalima Policy to be aware of any updates and will be obligated to comply with all policies and guidelines related to Publisher Media, as well as all applicable laws and regulations in the United Arab Emirates, including amendments that may occur from time to time. This includes Federal Law No. 5 of 2012 regarding Cyber Crimes, Federal Law No. 24 of 2006 regarding Consumer Protection, Federal Law No. 15 of 1980 regarding Publications and Publishing, decisions from the National Media Council of the United Arab Emirates, and any other laws that may apply to the Advertiser or the region targeted by the promotional content (“Applicable Laws”).
  • They bear sole responsibility for Publisher Media, including all its content, materials, maintenance, and operation, as well as proper implementation of Kalima’s technical specifications, compliance with the terms, and adherence to all Applicable Laws, in addition to complying with all terms, conditions, and requirements of any source of web traffic on Publisher Media and any policy of Kalima.
  • They grant Kalima an exclusive right to investigate any breach or activity or any claim of breach of this agreement or any association with any activity prohibited by this agreement at its sole discretion.

Moreover, you may not do the following or permit any party to do the following:

  • Use any automated means or patterns to disassemble or extract data for the purpose of accessing, querying, or otherwise collecting information from the program related to Kalima’s advertising or any publishing media, unless explicitly permitted by Kalima.
  • Publish any illegal content or engage in any illegal or fraudulent business practices or activities that do not align with Kalima’s policies or the Applicable Laws.
  • Directly or indirectly introduce any viruses, worms, time bombs, Trojan horses, or other harmful codes, files, or scripts that may cause damage to the program or through it, or make alterations to the code, programming, pixels, and/or data provided to you by Kalima.
  • Interfere with or disrupt the program, its servers, or networks connected to the program, or fail to comply with any requirements, procedures, policies, or regulations related to the program.
  • Engage in any forgery or manipulation of identifiers to conceal the source of any information sent through the program.

5. SERVICE  

Publishers approved to participate in the program are permitted to receive promotional content provided by Kalima for publication on Publisher Media. Kalima will determine the amount and conditions under which you are entitled to financial compensation (“Rewards”). Rewards are earned based on specific activities performed by visitors to Publisher Media (“Activity”), as defined by Kalima. These activities generally include but are not limited to clicks, referral link clicks, sales, registrations, impressions, and conversions. The active statement of the Activity associated with each promotional content and/or your account will be reflected in the applicable terms displayed in the program, and this Activity is subject to change at Kalima’s sole discretion, unless otherwise stated.

If you accept the promotional content on your Publisher Media, you agree to comply with any specified policies or procedures and the specifications related to this promotional content, and you will adhere to the terms mentioned at all times. Kalima may, at its sole discretion, make changes to the promotional content or the terms of any advertising campaign at any time without prior notice. In turn, you have the right to stop participating in the program at any time unless otherwise specified in this agreement or any other terms related to the advertising campaign.

Kalima is responsible for displaying and managing the program, tracking activities, and determining what is related to rewards and activities. For the program data collected by Kalima, including but not limited to numbers and accounts related to activities and associated rewards (“Program Data”), these will be calculated by Kalima using tracking technology, and this data will be final and binding on you. If you have any inquiries regarding Program Data, you must submit them in writing within seven (7) days of the initial appearance of the tracking system, otherwise, the Program Data will be considered accurate and acceptable to you.

The Publisher acknowledges and agrees that there may be times when access to the program and/or the Kalima network may be unavailable or unable to operate for any reason, including but not limited to: (a) equipment malfunctions, (b) periodic maintenance or repair actions, or (c) reasons beyond Kalima’s control or unforeseeable circumstances, including but not limited to connectivity interruptions or outages, digital transmission failures, hostile network attacks, or unavailability or non-functioning of websites or access to them or interfaces, network congestion, or other deficiencies. The Publisher acknowledges and agrees that Kalima may not have control over the availability of the program or the services or the Kalima network consistently or without interruption.

6. SUB-PUBLISHERS  

Publishers may wish to delegate their obligations or exercise their rights regarding a specific program to their partners and/or service providers. In this context, the business partners or associates of the publisher participating in any activities or executing them on behalf of the publisher under the agreement shall be considered “Sub-Publishers” Kalima reserves the right to review, approve, or reject any sub-publisher or all of them and may revoke any approval previously granted to any sub-publisher at any time for any reason. Sub-publishers must adhere to the same standards required for the publisher’s approval, as specified in this agreement, and must comply with all applicable terms and conditions applicable to the publisher under this agreement as well as any applicable conditions imposed by Kalima.

The publisher assumes full responsibility to Kalima and indemnifies it completely and unconditionally against any or all legal actions taken by any of its sub-publishers, including the payment of any legal fees and costs if necessary. Furthermore, Kalima may, at its sole discretion, terminate its relationship with any publisher at any time in light of the actions taken by the publisher or its sub-publishers.

Once Kalima grants explicit approval for any sub-publisher, any notices to the publisher shall be deemed notices to the sub-publishers approved. The publisher agrees that Kalima has no obligation to approve any sub-publisher or to make payments to them. Kalima also reserves the right to withhold any payments or refuse to pay any publisher if any of their sub-publishers breach the provisions of this agreement.

7. PAYMENT  

The publisher agrees that compensation for each activity validated by Kalima will be paid as determined by Kalima, approximately thirty (30) days after the last day of the month, based on the value of the compensation earned in that month, subject to deductions for Kalima’s expenses, including costs associated with providing any traffic services to advertisers that have been suspended through ad block software.

The publisher also agrees that the payment of compensation is due from approved advertisers and that payments related to this will be made by Kalima to the publisher from the amounts actually collected by Kalima from the approved advertiser. Kalima has no obligation to the publisher if the advertiser does not deposit sufficient funds to cover the compensation due to the publisher.

Payments will be made to all publishers in the currency specified in the account or any other currency specified by Kalima. Notwithstanding anything in the agreement to the contrary, payments due to the publisher will not be made until they exceed fifty (50) USD (“minimum payout threshold”).

Upon termination of this agreement, the remaining balance owed to the publisher from amounts actually collected from the advertiser, including amounts below the minimum payout threshold, will be paid during the next billing cycle. Each publisher account must have a valid and current tax registration number and/or a valid government identification number. The publisher is responsible for paying all taxes due (including but not limited to VAT) on all payments received from Kalima and is required to immediately provide a tax invoice for any payments received from Kalima.

An advertiser may request that Kalima (and Kalima may, on its own) deduct an amount from the compensation due to the publisher equivalent to the value of compensation previously deposited in the publisher’s account under the following circumstances: (a) if a refund or cancellation is made regarding a product and/or service. (b) if a duplicate entry, fraudulent entry, incomplete entry, or similar error regarding a customer order occurs. (c) if there are activities that do not comply with the terms of this agreement, including (if applicable) any activity that violates the terms and is not due to the publisher’s activity or negligence and/or failure to comply with the terms and conditions of this agreement. (d) if payments are not received from a customer or are refunded to a customer who engaged in the activity subject to these payments. (e) or if the publisher fails to comply with this agreement and/or the applicable terms concerning the program (collectively referred to as “Chargebacks”).

Chargebacks requested by an advertiser under this section may be applied within one hundred and twenty (120) days after the end of the month in which the compensation was earned (“Chargeback Period”). Any advertiser may request the postponement of any compensation payment for a specific period if: (a) the advertiser is verifying the conversion system (for programs where the conversion tracking is part of the activity itself). (b) the advertiser has a product return policy allowing the relevant buyer to return the product within the chargeback period. (c) the advertiser has been granted a credit limit by Kalima. (d) or if the applicable program terms stipulate such a postponement. The number or value of activities or credit balances for payments or debit balances for chargebacks, as determined by Kalima, will be final and binding on the publisher.

The publisher expressly acknowledges, confirms, and agrees – at all times during participation in the program – that Kalima retains the right to determine whether the activities conducted are indeed valid activities giving rise to payment obligations from Kalima under these terms and conditions as well as the terms of any specific advertising campaign. This determination is at Kalima’s sole discretion and may be based on the geographic location of users or any other factors Kalima deems relevant in making its determination.

Kalima may agree with the publisher on special arrangements related to revenue sharing, whereby Kalima pays the publisher an agreed-upon share of revenue based on the “net revenue” determined from the total revenue received by Kalima as a result of any valid click activities, minus adjustments for chargebacks, commissions, direct costs incurred by third-party service providers to Kalima, authorized discounts, refunds, administrative fees, and deductions for amounts that cannot be collected.

8. FRAUD

Kalima monitors the traffic of publisher media, activities, rewards, and other activities related to the program to detect any attempts involving fraud, deception, or similar actions. If Kalima has any suspicion that your account has been used or contributed to any attempts involving fraud, deception, or any illegal activities, Kalima may suspend or terminate your account immediately without prior notice until further investigation is conducted. If you add any activities or expand any activities using fraudulent means to generate transactions or increase traffic, as determined solely by Kalima, you will lose and have all rewards associated with that program revoked, and your publisher account will be terminated immediately. Kalima reserves the right to unilaterally report on fraud cases, and Kalima’s decisions in this regard are final and binding on you. Kalima will suspend and withhold payments related to rewards until you provide sufficient evidence to prove to Kalima that you did not participate in the fraudulent activity. If you fail to provide sufficient evidence to Kalima to prove your non-participation in fraud within seven (7) days from the date your rewards are suspended, Kalima then reserves the right to terminate your publisher account and cancel payments related to any outstanding rewards and/or to demand the return of rewards that have already been paid, with no further rights on your part in this regard.

9. 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 the need to notify you. Upon termination, the representations, warranties, and obligations of the publisher set forth in this agreement will remain in full force and effect after the termination of the agreement. Upon termination, the publisher agrees to immediately remove all promotional content from their media, as well as any codes associated with Kalima and the program, and all other intellectual property provided to the publisher concerning the program. All payment obligations incurred prior to the date of termination will remain in effect until fully satisfied.You may withdraw from the program by providing Kalima with written notice to that effect. Upon receipt of your written cancellation notice, Kalima will cease to service the promotional content on your publisher media as soon as possible. The cancellation process will be subject to the policies of the program or Kalima’s ability to service any content that has been actually sold on the publisher’s media of other publishers. However, promotional content may continue to be serviced despite the cancellation if this cancellation occurred after any previously stipulated commitment date set by Kalima or its affiliates or partners and/or advertisers. In this case, the publisher must continue to operate until these commitments are fulfilled.

10. PROMOTIONAL USE

Kalima may from time to time use the name of the publisher or subcontracted publisher and their logo in all marketing and advertising materials for Kalima, financial reports, publisher media, and in search results.

11. AGENCY  

If the publisher is acting on behalf of a third party, a legal entity, or for its own account, the publisher hereby acknowledges and warrants (a) that it is authorized to act on behalf of any third party it represents (“the principal”) and to bind them to this agreement. (b) that, in the relationship between the principal and the publisher, the principal holds all rights related to the content published on the publisher’s media. (c) that the publisher will not disclose the program’s proprietary information of the principal to any third party without the principal’s consent.

12. 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 credible, accurate, truthful, and current.
  • That you own all media of the publisher or are legally authorized to act on behalf of the owner of the publisher’s media for the purposes of this agreement and the program.
  • That you have all necessary rights, powers, and authority to enter into this agreement and to perform the obligations required hereunder.
  • That you have complied and will continue to comply with all applicable laws, statutes, rules, and regulations in the performance of any actions specified in this agreement.
  • That you have a license to use and distribute any advertising content or promotional material (including all content contained therein, including but not limited to any items displayed or included in the publisher’s media for the purposes of the program).
  • That all content or material displayed on the publisher’s media: (a) complies with all applicable laws, regulations, orders, and rules. (b) does not violate and/or infringe or breach any obligation to any person or entity, including but not limited to, intellectual property rights, publication rights, privacy rights, or consumer protection rights, product liability, tort liability, or contractual liability. (c) is not pornographic, does not violate the UAE government and its members, does not offend public morals, does not contradict divine commands or any religions or religious beliefs, does not incite hatred or racism or violence in its content, and does not promote any acts of magic or sorcery, nor does it contain any false or misleading information.
  • That you own and agree to grant under this agreement to Kalima and its affiliates, partners, and publishers all rights (including but not limited to any copyright, trademark, patent, copyright, or any other rights) in the content included on the publisher’s media or its contents as required by Kalima and its affiliates, partners, and publishers for the purpose of operating the program (including but not limited to any rights required for hosting promotional content, caching, routing, sending/transmitting, storing, printing, modifying, distributing, executing, displaying, reformatting, extracting, analyzing, and creating algorithms and derivative works from such content and materials) in connection with this agreement (“Use”).
  • That any use specified in this agreement for the publisher’s media and the content and materials displayed thereon does not infringe or cause any infringement of any applicable laws, regulations, codes of conduct, or rights of third parties (including but not limited to intellectual property rights), knowing that any breach of the above may result in the immediate termination of this agreement and/or the publisher’s account without prior notice, and grants Kalima the right to seek compensation for all damages (both direct and indirect) arising from or related to such breach in accordance with the provisions of paragraph (13) below.

13. INDEMNIFICATION  

The publisher agrees to defend, indemnify, and hold harmless Kalima and its affiliates, directors, officers, employees, service providers, advertisers, and agents from any and all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (collectively referred to as “Losses”) incurred by Kalima as a result of any claim, lawsuit, judgment, or legal action related to or arising from: (a) the publisher’s breach of this agreement. (b) the content included on the publisher’s media, and any or all claims or demands arising therein. (c) any other content and/or material related to it that appears on the publisher’s media other than the materials provided through Kalima.

Kalima agrees to defend, indemnify, and hold harmless the publisher from any losses incurred as a result of any pending claim or final judgment related to Kalima’s breach of this agreement or arising therefrom.

In the event that any party (“the indemnified party”) is sued regarding any claim that may require indemnification from the other party (“the indemnifying party”), the indemnified party must promptly notify the indemnifying party of any such claims as soon as they become aware of them: however, failure to provide such notice shall not relieve the indemnifying party of its indemnification obligations under this provision unless such failure results in a material breach or significant harm to the indemnifying party. The indemnified party shall allow the indemnifying party to conduct the defense in such a claim through an attorney or legal counsel chosen by the indemnifying party, provided that such counsel is acceptable to the indemnified party: however, the indemnified party may take over the defense in any claim that, in its opinion, has significant adverse effects on its business, operations, assets, or opportunities, and reasonable costs and expenses incurred in such a case shall be considered part of the indemnification obligations of the indemnifying party under this agreement. The indemnifying party shall not admit any judgment or settle any claims that would negatively affect the rights or interests of the indemnified party without the prior written consent of the indemnified party.

14. KALIMA AND PUBLISHER’S RIGHTS

Kalima retains all rights, ownership, and interests, including without limitation all intellectual property rights defined below in the program (including Kalima’s rights in advertising service technology, research technology, referral technology, marketing technology, marketing strategies, codes, programming, strategies, and features, including indirect licenses, excluding items licensed to Kalima from third parties and any third-party media operators that may comprise the program and its services). Therefore, you shall not have any rights, ownership, or interests in the program except as expressly stated in this agreement.

You shall not modify, adapt, translate, create derivative works from, reassemble, reverse engineer, disassemble, or attempt to extract the source code from the program or create or attempt to create a competing service or similar product using the program or by accessing it or any related proprietary information.

You shall not remove, obscure, or alter Kalima’s intellectual property rights, attributes, trademarks, logos, or any other proprietary notices affixed to or contained within Kalima’s services, programs, or documents (including without limitation displaying any promotional content related to Kalima or others).If it is necessary to integrate the publisher’s application programming interface (API), the publisher shall grant Kalima a non-exclusive, non-transferable, revocable, and non-sublicensable license to use the API solely for the purpose of integration. Kalima shall not fully or partially transfer or disclose the API or access any API or any proprietary specifications to any third party, except for disclosure to any partner or service providers for whom such use is essential for the purpose of integration, noting that the API provided to Kalima by the publisher under this agreement is proprietary to the publisher and/or third-party suppliers and licensors, and this license does not grant any ownership rights to these materials or rights to sell any rights therein. The publisher retains all intellectual property rights related to the API, unless the advertiser has granted Kalima such rights under this agreement.

15. INFORMATION AND DATA COLLECTION

Notwithstanding anything to the contrary in this agreement, Kalima shall have the right, at its discretion, to use and disclose data sent or derived from your use of the program for (a) the purpose of fulfilling its obligations under this agreement, (b) operating the program, including providing information and analytics to advertisers, (c) disclosing campaign statistics and reporting on purchases made through the program, (d) analytical and modeling purposes, (e) as required by any court order, law, governmental or quasi-governmental agency, or any regulatory or supervisory authority, (f) for the purpose of preparing forecast reports and internal business operations, as well as improving product offerings, and (g) as permitted by you.

Furthermore, you shall grant Kalima the right to access, index, and temporarily store all data and any innovations or information, in whole or in part, through automated means, including web spiders or crawlers. The publisher must understand that the program collects aggregated data that cannot identify individual data owners, which relates to users’ use of the program, including, but not limited to, information provided by users in response to promotional content (“derived data”). Derived data, including any modifications made to it, shall be the exclusive property of Kalima.

The publisher must understand that Kalima may collect information classified as personal information during the user registration process and/or the general operation and management of the program (“personal information”). The publisher agrees, under this agreement, to allow Kalima to collect and process such personal information, provided that Kalima shall:

  1. Ensure it has appropriate technical measures in place to protect against unauthorized or unlawful processing of personal data, as well as against accidental loss or destruction or damage to confidential information.
  2. Ensure that all employees who can access and/or process confidential information are obligated to maintain the confidentiality and privacy of that confidential data.
  3. Not transfer any confidential information, except as required by applicable laws or with the prior written consent of the publisher.
  4. Notify the publisher (without undue delay) upon becoming aware of any breach regarding the confidential information.
  5. At the written direction of the publisher, delete or return all confidential information and its copies to the publisher immediately upon termination of this agreement unless retention of the confidential information is required by applicable law.

16. DISCLAIMER AND LIMITATION OF LIABILITY  

Kalima shall not be liable under any circumstances to you or any third party (including, but not limited to, any individuals you engage with through your marketing efforts) for any damages of any kind, and the publisher shall indemnify Kalima for any resulting damages. These damages arise from your use of Kalima’s network or program or the publisher’s media or related content and/or materials or innovations through or on any of the publisher’s media. These damages include, but are not limited to, any special, indirect, incidental, punitive, and/or consequential damages, even if Kalima was advised of the possibility of such damages. The maximum total liability of Kalima to the publisher and any third party shall in all circumstances not exceed (a) one hundred US dollars ($100), or (b) (if applicable) the total amount of fees paid to Kalima during the one-month period preceding the event causing Kalima’s liability, whichever is lower. The publisher acknowledges that the aforementioned limitation of liability is reasonable and enforceable.

Kalima’s network and its code, script, program, and any content or services offered by it or its affiliates or partners are all provided as is and as available and all express or implied warranties are excluded (including, but not limited to, any warranties regarding the suitability of the services for commercial purposes or regarding the non-infringement of intellectual property and/or fitness for a particular purpose).

Kalima’s network, program, code, script, and/or content provided by the publisher may be subject to bugs, errors, or other limitations. Kalima shall not be liable to the publisher, any principal, or any third party for the publisher’s use or inability to use Kalima’s network or its program and/or service and/or promotional content service on the publisher’s media or services. Kalima is also exempt from any and all express or implied warranties that may suggest that the publisher’s use of the services is free from disruption or errors or that the program or any service will be available (without interruption) to the publisher.

Kalima makes no representations or warranties regarding any results arising from or provided through Kalima’s network or program and/or service or promotional content service on the publisher’s media and/or the publisher’s subdomains or any partner’s or affiliated entities’ services.

No advice or information, whether oral or written, provided to the publisher by Kalima and/or any advertiser or partner and/or affiliated entity through Kalima’s network and/or the program shall create any representation or warranty that is not expressly stated in this agreement.

17. ASSIGNMENT

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

18. SEVERABILITY WAIVER

If any provision of this agreement is determined to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provisions of this agreement. This agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been included. No waiver of any breach of any provision of this agreement shall be deemed a waiver of any prior, current, or subsequent breach of the same provision or any other provisions, and no waiver shall be effective unless it is in writing and signed by the legal representative of the waiving party.

19. MODIFICATION

This agreement may be subject to changes by Kalima, including formal and/or substantive amendments from time to time. You will be notified—either via email or through a notice on Kalima’s website or by any other means—of such changes in the terms of the agreement, and you will be required to review and understand them as per the instructions provided in the relevant notice. If you do not agree to all or part of the changes, you must exit the program immediately or refrain from using any services offered by Kalima through the program. Continuing to use the program and accessing Kalima’s website after such notice shall constitute your acceptance and acknowledgment of the changes made to the terms.

20. CONFIDENTIALITY  

“Confidential Information” refers to any information disclosed to you by Kalima, whether directly or indirectly, in writing or orally, or through inspection of any tangible items, excluding information that you can demonstrate (a) was publicly known or generally available prior to its disclosure to you by Kalima, (b) became publicly known or generally available after its disclosure to you by Kalima, and such occurrence was not due to any act or omission on your part, and/or (c) was in your possession (without any restrictions on confidentiality) at the time it was disclosed to you by Kalima, as evidenced by your files and records before the disclosure occurred.

The fees of Kalima’s program, rewards, and other information referred to as confidential shall constitute “Confidential Information”. You may not at any time (a) disclose any Confidential Information, sell it, license it, assign it, or otherwise make it available to any person or entity. (b) use any Confidential Information, and/or (c) reproduce or create copies of it by any other means, unless necessary to serve the purpose for which the Confidential Information was disclosed to you or unless required by applicable law. You agree to take all appropriate and reasonable measures to protect the confidentiality of the Confidential Information and to prevent unauthorized disclosure or use thereof. All Confidential Information shall remain the personal property of Kalima at all times, and all documents, electronic media, and other tangible items containing or related to the Confidential Information shall be returned to Kalima upon request.

21. 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 communication, internet, or network, or as a result of computer hacking, or due to any act of God, fire, storm, war, governmental action, labor disputes, earthquakes, natural disasters, or any other cause beyond Kalima’s reasonable control.

22. MISCELLANEOUS

You may not use any device, program, or system for the purpose of interfering with or attempting to interfere with the proper operation of Kalima’s delivery system or network and/or the program. You may also not take any action that imposes an unreasonable or excessive load on Kalima’s infrastructure. You agree that any unauthorized or illegal use of Kalima’s network, program, service, and/or code will result in irreparable harm to Kalima for which monetary damages are insufficient to remedy. In this case, Kalima has the right to obtain an immediate and prohibitory injunction against you, in addition to all damages granted by this agreement or available under the law.

23. RELATIONSHIP

Each party shall be considered an independent contractor of the other, and not a partner or joint venture participant or employee of the other party. Neither party shall have the right to bind the other to any obligation or incur any obligation on behalf of the other.

24. NOTICES

All notifications must be sent to the address or email you provided when signing regarding the service. If the notification is to be sent to Kalima, it should be sent to the address displayed in the contracting section on Kalima’s website.

25. GOVERNING LAW AND JURISDICTION

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