This Clickwrap Agreement (the "Agreement") is a legally binding contract between WebEngage Technologies DMCC("Company," "we," "our") and you ("Subscriber," "you," "your"). By subscribing to and using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions contained herein, including any annexures referenced below.

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1. Acceptance of Terms

   By subscribing to the Services, you confirm that you have read, understood, and accepted this Agreement, including any policies referenced herein and any updates that may be provided from time to time.

2. Scope of Services

   The Company provides multi-channel customer engagement solutions through its flagship product, WE-Dashboard, and allied online services (collectively, the "Services"). You agree to access and use the Services solely in accordance with the terms of this Agreement.

3. License Grant

   The Company hereby grants you a non-exclusive, non-transferable license to access and use the Software Development Kit ("Software Tools"), WE-Dashboard, and related Services subject to the terms and conditions of this Agreement.

4. Integration and Onboarding Term

   Your access to the Services is subject to a successful integration and onboarding process. The Integration and Onboarding Term shall commence upon payment of the applicable fee within seven (7) days from the date you subscribe to the Services. The onboarding process details and associated timelines are provided in the Order Form.

5. Subscription Term and Renewal

   The initial Subscription Term shall commence upon completion of the Integration and Onboarding Term and continue for three (3) years from the Effective Date. The Agreement will automatically renew for successive two (2) year periods unless terminated in accordance with this Agreement.
   
   Neither party may terminate this Agreement during the first year after the Integration and Onboarding Term, except in the event of a Material Default. If a Material Default is not cured within fifteen (15) days of notice, either party may terminate the Agreement upon providing a fifteen (15) day notice.

6. Data Security and Confidentiality

   Both parties agree to handle all Customer Data in compliance with applicable data protection laws and our Privacy Policy, available at privacy policy. Each party shall maintain the confidentiality of the other party’s proprietary and confidential information.

7. Subscriber Obligations

   You agree to:
   • Provide the Company with all necessary cooperation and access to information required to deliver the Services.
   • Ensure that any Customer Data provided complies with all applicable laws and that you hold all rights necessary for its use.
   • Adhere to the terms specified at terms and conditions.

8. Warranties and Limitations

   The Company warrants that the Services will conform to the Service Level Agreement (SLA) available at SLA.
   
   This warranty is limited to the remedies set forth in the SLA and does not cover any issues resulting from misuse, unauthorized alterations, or events beyond our reasonable control.
   
   All implied warranties are expressly disclaimed to the fullest extent permitted by law.

9. Suspension of Service

   The Company may suspend all or part of the Services if required to comply with legal orders or if misuse or unauthorized use is detected. In such cases, the Company will notify you and work to reinstate the Services as soon as practicable.

10. Force Majeure

    Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, governmental actions, or other events of Force Majeure.

11. Governing Law, Dispute Resolution, and Jurisdiction

    This Agreement shall be governed by and construed in accordance with the laws of Dubai, UAE.
    
    Any disputes that cannot be resolved amicably within thirty (30) calendar days will be submitted to arbitration in Dubai. The decision of the arbitrator will be final and binding on both parties.

12. Pricing for Services

    Pricing for the Services is set out in the Order Form. You agree to pay all fees and applicable taxes as specified in this Agreement. If your usage falls below any stated minimum commitments, you remain liable for the minimum fees.

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• Acceptance of Agreement

  By subscribing to and using the Services, you acknowledge and accept the terms and conditions of this Clickwrap Agreement. Continued use of the Services constitutes ongoing acceptance of any modifications or updates to this Agreement.