This Software as a Service Agreement (“Agreement”) is entered into between:

COMPLYEZE, having its principal place of business in Karachi, Pakistan (“Provider”)

AND

The individual or entity accepting this Agreement electronically (“Customer”).

This Agreement becomes effective upon Customer’s registration for or use of the Service (“Effective Date”).

1. 1. Definitions:

   • Service: Provider’s cloud-based software platform and related services.
   • Subscription: The right to access and use the Service during the Subscription Term.
   • Customer Data: Data uploaded, stored, or generated by Customer through the Service.
   • Website: Provider’s official website where pricing, plans, and policies are published.

2. 2. Grant of Licence:

   Provider grants Customer a non-exclusive, non-transferable, revocable, limited licence to access and use the Service during the Subscription Term solely for Customer’s internal business purposes. No ownership rights are transferred.

3. 3. Pricing, Fees & Promotions:

   3.1 Subscription Fees: Fees, pricing tiers, features, and limits are as stated on the Website. Provider may modify pricing at any time, effective upon renewal or as notified.

   3.2 Promotional Pricing: Promotional or discounted pricing may be client-specific, time-bound, or limited to new customers. Customer shall have no right to claim parity.

   3.3 Setup Fee: An upfront setup / onboarding fee may apply. The setup fee is non-refundable, regardless of usage duration or early termination.

4. 4. Reasonable Use Policy:

   While no fixed usage limits are imposed, Customer agrees that use of the Service must remain reasonable and proportionate relative to the subscribed plan. Provider reserves the right to throttle usage, require upgrades, or suspend excessive usage.

5. 5. Customer Obligations:

   Customer shall comply with all applicable laws of Pakistan, maintain confidentiality of access credentials, and not reverse engineer, resell, or misuse the Service.

6. 6. Data Ownership, Retention & Deletion:

   6.1 Ownership: Customer retains full ownership of Customer Data.

   6.2 Access: Customer may download its data during an active subscription using available tools.

   6.3 Retention: Upon non-payment or termination, data will be retained for one (1) month, after which it will be permanently deleted with no right to claim thereafter.

7. 7. Data Hosting & Security:

   Data may be stored/processed in the US, UK, or other jurisdictions. Data is encrypted in transit and at rest. Provider does not guarantee absolute security against breaches.

8. 8. Availability & No SLA:

   The Service is provided on a commercially reasonable efforts basis. No uptime commitment or uninterrupted availability is guaranteed.

9. 9. Intellectual Property:

   All intellectual property rights in the Service remain the exclusive property of Provider.

10. 10. Warranties & Disclaimers:

    The Service is provided “as is” and “as available”. Provider disclaims all warranties, including fitness for a particular purpose.

11. 11. Limitation of Liability:

    Total liability shall not exceed fees paid in the preceding 12 months. Provider is not liable for indirect or consequential damages.

12. 12. Indemnity:

    Customer shall indemnify Provider against claims arising from Customer Data, misuse of Service, or violation of laws.

13. 13. Suspension & Termination:

    Provider may suspend or terminate access immediately for non-payment, breach, or security/legal risk.

14. 14. Governing Law & Jurisdiction:

    This Agreement shall be governed by the laws of Pakistan. Karachi courts shall have exclusive jurisdiction.

15. 15. Entire Agreement:

    This Agreement, together with the DPA and Privacy Policy, constitutes the entire agreement.