Buyer and Seller Terms and Conditions

These Buyer Terms constitute a legally binding agreement between the Buyer and Al-Mustaqbal Lil-Thaka Al-Istinai Company, a joint stock company incorporated and registered under the laws of the Kingdom of Saudi Arabia under Commercial Registration No. 1009089438 ("HUMAIN", "we", "us", or "our"), governing the Buyer’s access to and use of the Marketplace.

By registering an Account, submitting an Order, or accessing or using the Marketplace, the Buyer unconditionally accepts and agrees to be bound by these Buyer Terms. If the Buyer does not accept these Buyer Terms, it must immediately cease accessing or using the Marketplace.

The Buyer represents and warrants that: (a) if it is a legal entity, it is duly incorporated, organised, and validly existing under its jurisdiction of incorporation; (b) it has full capacity and authority to enter into and perform its obligations under these Buyer Terms; (c) it is acting in a commercial capacity and not as a consumer; and

1. the person accepting these Buyer Terms on behalf of a legal entity has the authority to bind that entity.

1. INTERPRETATION

1.1 In these Buyer Terms and Conditions ("Buyer Terms"), the following definitions apply:

"AI Output" means any content, result, prediction, recommendation, analysis, or other material generated by artificial intelligence functionality embedded in a Product or Service in response to a Buyer Input.

"Applicable Law" means all laws, statutes, regulations, regulatory requirements, guidance, codes, court orders, and binding directions of any governmental or regulatory authority having jurisdiction over the relevant party or the subject matter in question, including (without limitation) the Personal Data Protection Law of the Kingdom of Saudi Arabia (Royal Decree No. M/19 dated 9/2/1443H) ("PDPL"), its Implementing Regulations, the Cloud Computing Regulatory Framework, the NCA Essential Cybersecurity Controls, SDAIA guidance, and CITC regulations, in each case as amended or replaced from time to time.

"Buyer” means the legal entity or individual that has registered an Account on the Marketplace and agreed to be bound by these Buyer Terms.

"Buyer Input” means any data, content, file, model, application, workload, query, or prompt submitted by or on behalf of a Buyer to the Marketplace or to a Product or Service.

"High-Risk Use" means any use of a Product, Service, or AI Output in connection with: (a) safety-critical systems or infrastructure; (b) medical diagnosis, treatment, or clinical decision-making; (c) decisions that may result in legal or equivalent significant effects on individuals; (d) law enforcement, national security, or border control; (e) autonomous or semi-autonomous vehicles or machinery; or (f) any other purpose where a failure, error, or inaccuracy could reasonably be expected to result in death, serious personal injury, or significant harm to property or the environment.

"Intellectual Property Rights" means all patents, utility models, rights in inventions, copyright and related rights, moral rights, design rights, database rights, topography rights, trade marks, trade names, service marks, domain names, get-up, goodwill, trade secrets, rights in Confidential Information, rights in data, and all other intellectual property or proprietary rights, whether registered or unregistered, and all applications and rights to apply for registration of any of the foregoing, in each case subsisting anywhere in the world.

"Marketplace” means the digital platform operated by HUMAIN at [https://marketplace.humain.com] (and through any associated application programming interfaces, mobile applications, or other interfaces designated by HUMAIN from time to time) through which Sellers list, offer, and supply Products and Services to Buyers.

"Marketplace Fees” means the platform access fees, transaction fees, subscription charges, or other amounts payable by Buyer to HUMAIN for access to or use of the Marketplace, as notified or published by HUMAIN from time to time, which are separate and distinct from any amounts payable to a Seller for Products or Services.

"Order” means a legally binding request submitted by a Buyer through the Marketplace to purchase, subscribe to, licence, or access a Product or Service, which becomes binding on submission unless HUMAIN cancels the Order pursuant to Clause 5.3.

"Personal Data” means has the meaning given to it in the PDPL.

"Products” mean the goods, software, datasets, models, applications, or digital content made available by Sellers through the Marketplace.

"Seller” means any legal entity that has entered into the HUMAIN Marketplace Seller Terms and Conditions and has been approved by HUMAIN to list and supply Products and Services through the Marketplace.

"Services” means the services, including software-as-a-service, platform-as-a-service, artificial intelligence services, data services, and professional services, made available by Sellers through the Marketplace.

"Seller Terms” means the terms and conditions entered into between HUMAIN and a Seller governing the Seller’s participation on the Marketplace.

"Transaction Documentation” means the order confirmation, licence agreement, service agreement, end user licence agreement, statement of work, or other documentation issued or required by a Seller in connection with an Order.

2. HUMAIN'S ROLE AS MARKETPLACE OPERATOR

2.1 HUMAIN operates the Marketplace solely as a technology platform operator and marketplace intermediary. The Buyer acknowledges and agrees that:

1. HUMAIN is not a seller, supplier, licensor, developer, manufacturer, distributor, reseller, or provider of any Product or Service listed on the Marketplace by a Seller;
2. HUMAIN is not a party to any contract, Transaction Documentation, or other arrangement entered into between a Buyer and a Seller, unless HUMAIN expressly states otherwise in writing in a specific transaction;
3. all rights, obligations, warranties, representations, indemnities, support commitments, service levels, maintenance obligations, and contractual commitments relating to a Product or Service rest exclusively and solely with the applicable Seller;
4. HUMAIN does not endorse, certify, verify, guarantee, or assume responsibility for the accuracy, completeness, legality, quality, fitness for purpose, security, or availability of any Product, Service, or listing on the Marketplace;
5. HUMAIN has no obligation to mediate, arbitrate, adjudicate, or otherwise resolve any dispute between a Buyer and a Seller; and
6. the Buyer’s sole recourse in respect of any Product or Service (including any defect, failure, breach, or non-performance) is against the applicable Seller.

2.2 Notwithstanding Clause 2.1, HUMAIN reserves the right at all times, in its sole and absolute discretion, to take such measures as it considers necessary or appropriate to protect the integrity, safety, security, reputation, and commercial interests of the Marketplace, including by removing listings, suspending access, or cancelling Orders.

3. ACCOUNT REGISTRATION AND ELIGIBILITY

3.1 To access the Marketplace, the Buyer must register and maintain an account ("Account"). The Buyer shall:

1. provide complete, accurate, and current information during registration and at all times during its participation on the Marketplace;
2. promptly update its Account information whenever any information becomes inaccurate, incomplete, or misleading;
3. maintain the confidentiality and security of its Account credentials, including all usernames, passwords, tokens, and API keys;
4. not share, transfer, or permit any third party to use its Account credentials;
5. ensure that its Account is used only for lawful commercial purposes and in compliance with these Buyer Terms and Applicable Law;
6. remain solely responsible for all activity conducted through its Account, whether authorised or not; and
7. notify HUMAIN immediately in writing upon becoming aware of any actual or suspected unauthorised access to, or use of, its Account.

3.2 The Buyer represents and warrants on a continuing basis that:

1. it is not, and none of its beneficial owners, directors, or officers is, the subject of, or owned or controlled by any person that is the subject of, any applicable financial sanctions, trade embargo, or export control restriction imposed by the Kingdom of Saudi Arabia, the United Nations Security Council, or any other relevant sanctioning authority;
2. no Order, payment, or activity conducted through its Account will breach any applicable sanctions, anti-money laundering, or anti-terrorism financing laws; and
3. it holds, and will maintain, all licences, approvals, permits, and registrations required under Applicable Law to purchase, use, or deploy the Products and Services it acquires through the Marketplace.

3.3 HUMAIN may, at its sole discretion and at any time (including following Account registration), require the Buyer to complete identity verification, know-your-customer procedures, sanctions screening, or other compliance checks as HUMAIN considers appropriate. HUMAIN may decline, suspend, or withdraw Account access where any such check is not completed to HUMAIN’s satisfaction or where HUMAIN has reason to believe that the Buyer does not meet the eligibility requirements in this Clause 3.

3.4 HUMAIN reserves the right to refuse to register, or to suspend or terminate the Account of, any Buyer at its sole discretion and without liability.

4. ORDERS AND PURCHASES

4.1 An Order constitutes a legally binding and irrevocable commitment by the Buyer to purchase, subscribe to, licence, or access the relevant Product or Service on the terms set out in the Order, these Buyer Terms, and the applicable Transaction Documentation.

4.2 The terms and conditions governing a Buyer’s right to access and use a specific Product or Service are set out in the applicable Transaction Documentation. In the event of any conflict between the Transaction Documentation and these Buyer Terms as they relate to HUMAIN’s rights and obligations, these Buyer Terms shall prevail.

4.3 HUMAIN may, without liability to the Buyer, decline, hold, modify, or cancel any Order at any time where HUMAIN reasonably determines or suspects that:

1. the Order is, or may be, in violation of these Buyer Terms, the Seller Terms, or Applicable Law;
2. there is fraud, money laundering, sanctions, or export control concern relating to the Order or the Buyer;
3. there has been a payment failure, reversal, or chargeback in connection with the Order or the Buyer’s Account;
4. the Seller has withdrawn or suspended the relevant Product or Service; or
5. HUMAIN has exercised its rights under Clause 16 (Suspension, Restriction, and Termination).

4.4 The Buyer acknowledges that Products and Services listed on the Marketplace are subject to availability and that HUMAIN does not warrant or guarantee the availability of any Product or Service at any time.

5. PAYMENTS

5.1 The Buyer shall pay all fees, subscription charges, usage-based fees, taxes, and other charges associated with Products and Services purchased through the Marketplace, as set out in the applicable Order and Transaction Documentation.

5.2 All payments shall be made in Saudi Riyals (SAR) unless otherwise specified in the applicable Transaction Documentation. HUMAIN reserves the right to add, modify, or discontinue available payment methods on reasonable prior notice.

5.3 HUMAIN may facilitate payment processing, invoicing, collection, and settlement as a technology service.

Such facilitation does not make HUMAIN the seller of record, merchant of record, or contracting counterparty in respect of any Product or Service, unless expressly stated in writing.

5.4 The Buyer authorises HUMAIN and its payment service providers to charge the Buyer’s designated payment method for all amounts due in connection with its Orders. All amounts are exclusive of value added tax (VAT) and any other applicable taxes or levies, which shall be payable by the Buyer in addition.

5.5 The Buyer shall not initiate any chargeback, payment reversal, or dispute through its payment provider in respect of any amount properly due and payable under these Buyer Terms without first notifying HUMAIN in writing and allowing HUMAIN a reasonable opportunity to investigate and resolve the matter. Unwarranted chargebacks may result in immediate Account suspension, recovery of HUMAIN’s costs, and termination of these Buyer Terms.

5.6 All Marketplace Fees are non-refundable once incurred, except to the extent expressly required by mandatory Applicable Law.

6. REFUNDS

6.1 Refund eligibility in respect of any Product or Service is determined solely by the applicable Seller and the terms of the applicable Transaction Documentation. HUMAIN has no obligation to provide a refund in respect of any Product or Service supplied by a Seller.

6.2 Marketplace Fees are non-refundable. Platform access fees, transaction fees, subscription charges, and any other amounts payable to HUMAIN (as distinct from amounts payable to Sellers) are non-refundable once incurred, except to the extent required by mandatory Applicable Law.

6.3 HUMAIN reserves the right to investigate disputes between Buyers and Sellers and, where it considers it appropriate, to take such actions as it deems necessary to protect the integrity and reputation of the Marketplace, including by facilitating resolution or issuing credits at its discretion. Nothing in this Clause 6.3 creates any obligation on HUMAIN to resolve any dispute or to issue any credit or refund.

7. LICENCES AND INTELLECTUAL PROPERTY

7.1 Subject to the Buyer’s payment in full of all applicable fees and its ongoing compliance with these Buyer Terms, the Buyer is granted a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Marketplace solely for its internal business purposes. This right is granted by HUMAIN and does not include any right to access or use any Product or Service (which is governed solely by the applicable Transaction Documentation and Seller’s licensing terms).

7.2 The scope, duration, territory, and permitted use of any licence in respect of a Product or Service are determined exclusively by the applicable Seller and set out in the Transaction Documentation. HUMAIN grants no licence in respect of any Product or Service and makes no representation as to the scope of any such licence.

7.3 No Buyer shall acquire any ownership interest in any Product, Service, AI Output, software, model, dataset, API, documentation, technology, or other material made available through the Marketplace unless expressly agreed in writing by the applicable Seller. All Intellectual Property Rights in Products, Services, and associated materials vest in, and remain the property of, the applicable Seller or its licensors.

7.4 All Intellectual Property Rights in and to the Marketplace itself (including its design, functionality, software, branding, databases, and content created by HUMAIN) vest in, and remain the property of, HUMAIN or its licensors. Nothing in these Buyer T erms transfers or licences any Intellectual Property Rights in the Marketplace to the Buyer beyond the limited right of access described in Clause 7.1.

7.5 If the Buyer provides HUMAIN with any feedback, suggestions, recommendations, or ideas relating to the Marketplace or HUMAIN’s products and services (collectively, "Feedback"), the Buyer hereby irrevocably assigns to HUMAIN (with full title guarantee and free from all encumbrances) all Intellectual Property Rights in and to such Feedback, with effect from the date such Feedback is provided. HUMAIN shall be free to use, adapt, commercialise, and otherwise exploit any Feedback without restriction or obli gation to the Buyer, including without payment of any compensation or attribution.

8. ACCEPTABLE USE

8.1 The Buyer shall at all times use the Marketplace, Products, Services, and AI Outputs in a responsible, lawful, and ethical manner. Without limiting the generality of the foregoing, the Buyer shall not, and shall procure that its affiliates, employees, contractors, and any other persons acting under its direction or control ("Related Persons") shall not:

1. use the Marketplace for any purpose that is unlawful, fraudulent, deceptive, defamatory, harassing, abusive, threatening, harmful, or contrary to public order or morals under Applicable Law;
2. infringe, misappropriate, or otherwise violate the Intellectual Property Rights, privacy rights, or other rights of HUMAIN, any Seller, or any third party;
3. upload, transmit, or introduce malicious code, viruses, worms, Trojan horses, ransomware, or any other harmful, disruptive, or destructive software or content;
4. interfere with, disrupt, damage, or gain unauthorised access to the Marketplace or any related systems, networks, or data;
5. circumvent, disable, or defeat any security controls, access controls, rate limits, or technical protection measures applied to the Marketplace or any Product or Service;
6. reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or architecture of the Marketplace or any Product or Service;
7. misrepresent the Buyer’s identity or relationship with any person or entity, including HUMAIN or any Seller;
8. use the Marketplace for any purpose that constitutes spam, phishing, or other unauthorised commercial communications;
9. use the Marketplace to conduct, facilitate, or conceal any money laundering, sanctions evasion, bribery, corruption, or other financial crime; or
10. misuse any artificial intelligence functionality made available through the Marketplace in a manner that is prohibited or restricted under Applicable Law or Saudi Data and Artificial Intelligence Authority (“SDAIA”) guidance.

8.2 The Buyer shall be liable for any breach of Clause 8.1 by any Related Person as if it were a breach by the Buyer itself.

9. ARTIFICIAL INTELLIGENCE - SPECIFIC TERMS

9.1 Where a Product or Service incorporates artificial intelligence functionality, the Buyer acknowledges and accepts that:

1. AI Outputs are probabilistic in nature and may contain errors, inaccuracies, omissions, hallucinations, biased content, or information that is incomplete, outdated, or not fit for any particular purpose;
2. AI Outputs do not constitute, and shall not be treated or relied upon as, legal, medical, financial, engineering, regulatory, compliance, or other professional advice;
3. AI Outputs require independent human review, verification, and validation before any reliance or use; and
4. the responsibility for any decision, action, transaction, or outcome based on or arising from reliance on an AI Output rests solely with the Buyer.

9.2 The Buyer shall not rely on any AI Output for any High-Risk Use without implementing, prior to such use: (a) qualified human oversight and validation of the relevant AI Output; (b) appropriate risk assessment, testing, and safety measures commensurate with the nature and potential consequences of the High-Risk Use; and (c) any technical or organisational safeguards required by Applicable Law.

9.3 Unless expressly authorised in writing by the applicable Seller in the relevant Transaction Documentation, the Buyer shall not, and shall procure that its Related Persons shall not:

1. use any Product, Service, model, dataset, or AI Output to train, fine-tune, retrain, benchmark, or otherwise develop any artificial intelligence system, machine learning model, or competing product or service;
2. attempt to extract, replicate, or reverse-engineer the weights, parameters, architecture, or training data of any artificial intelligence model made available through the Marketplace, including through model inversion, model extraction, prompt injection, membership inference, or similar techniques;
3. circumvent, disable, or attempt to defeat any content filters, safety guardrails, alignment mechanisms, usage restrictions, or rate limits applied by the Seller or HUMAIN to a Product or Service; or
4. use any AI Output in a manner that would breach these Buyer Terms, Applicable Law, or the applicable Transaction Documentation.

9.4 The restrictions set out in Clause 9.3 are made for the benefit of, and are enforceable by, both HUMAIN and the applicable Seller, and shall survive any termination or expiry of these Buyer Terms or the Buyer’s access to the Marketplace.

10. BUYER DATA

10.1 The Buyer remains solely and exclusively responsible for all Buyer Inputs and for all data, content, materials, and information submitted to, uploaded on, or processed through the Marketplace or any Product or Service.

10.2 The Buyer represents and warrants on a continuing basis that:

1. it holds all necessary rights, licences, consents, permissions, and authorisations in respect of all Buyer Inputs, including any Personal Data, third-party content, or proprietary material contained therein, and that its submission and use of such Buyer Inputs through the Marketplace does not and will not infringe any third-party rights or violate Applicable Law;
2. no Buyer Input contains material that is unlawful, defamatory, infringing, malicious, deceptive, harmful, obscene, or otherwise contrary to Applicable Law or these Buyer Terms; and
3. where Buyer Inputs include Personal Data of third parties, the Buyer has obtained all required consents or other valid legal bases under the PDPL and Applicable Law for the collection, use, and processing of such Personal Data in connection with the Marketplace and the applicable Product or Service.

10.3 The Buyer grants HUMAIN and the applicable Seller a non-exclusive, royalty-free licence to host, store, process, transmit, and use Buyer Inputs solely to the minimum extent necessary to: (a) provide, secure, operate, and improve the Marketplace and the applicable Products and Services; (b) comply with Applicable Law; and

1. exercise HUMAIN’s rights under these Buyer Terms. This licence does not permit HUMAIN or any Seller to sell Buyer Inputs to third parties or to use Buyer Inputs to train generative AI models in a manner that would reproduce or expose Buyer’s confidential or proprietary information.

10.4 HUMAIN may, without liability, remove or disable access to any Buyer Input that HUMAIN reasonably determines to be in breach of these Buyer Terms or Applicable Law.

11. PERSONAL DATA PROTECTION

11.1 The Buyer shall, in connection with its use of the Marketplace, Products, and Services, comply with all obligations applicable to it under the PDPL, its Implementing Regulations, applicable SDAIA guidance, and all other Applicable Law relating to the protection of Personal Data.

11.2 The Buyer shall:

1. obtain all required consents, notices, or other valid legal bases under Applicable Law before submitting, uploading, or processing any Personal Data through the Marketplace;
2. not submit any sensitive Personal Data (as defined under the PDPL) through the Marketplace or to any Product or Service except where it has a valid legal basis to do so and has implemented the additional safeguards required for such data under Applicable Law;
3. comply with the rights of data subjects under the PDPL, including in respect of access, correction, erasure, and objection; and
4. implement appropriate technical and organisational measures to protect Personal Data in its possession or under its control.

11.3 Each party is responsible for its own compliance with Applicable Law in respect of Personal Data that it processes. HUMAIN’s processing of Personal Data in connection with the Marketplace is described in HUMAIN’s Privacy Notice, which forms part of the Marketplace Terms of Use.

11.4 HUMAIN shall, in the event of a Personal Data breach affecting Marketplace users that is likely to result in harm to data subjects: (a) notify SDAIA within seventy-two (72) hours of becoming aware of the breach, in accordance with Article 20 of the PDPL and its Implementing Regulations; and (b) notify affected data subjects where required by Applicable Law.

11.5 Where the Buyer acts as a data controller in respect of Personal Data that is processed by a Seller acting as a data processor, the Buyer is responsible for ensuring that appropriate data processing terms are agreed directly with the Seller.

12. CYBERSECURITY

12.1 The Buyer shall maintain, at its own cost, appropriate and proportionate technical and organisational security measures to: (a) protect its Account credentials, systems, and data from unauthorised access, loss, alteration, or disclosure; and (b) prevent the introduction of malicious code or other harmful material into the Marketplace or any Product or Service.

12.2 The Buyer shall notify HUMAIN in writing without undue delay, and in any event within forty-eight (48) hours, following the Buyer becoming aware of any actual or suspected security incident, unauthorised access, data breach, or compromise affecting its Account, its Buyer Inputs, or its use of the Marketplace.

12.3 Following any notification under Clause 12.2, the Buyer shall: (a) cooperate with HUMAIN’s reasonable investigation of the incident; (b) take all steps reasonably required to contain and remediate the incident; and

1. provide HUMAIN with such information as HUMAIN reasonably requires in connection with the incident, including in relation to any notifications to regulators or data subjects.

12.4 HUMAIN maintains security measures designed to protect the Marketplace in accordance with the NCA Essential Cybersecurity Controls. However, no security measures are infallible, and HUMAIN does not warrant or guarantee that the Marketplace will be free from security vulnerabilities at all times.

13. OFF-PLATFORM TRANSACTIONS

13.1 The Buyer shall not, without HUMAIN’s prior written consent, conduct, arrange, negotiate, or facilitate any transaction, communication, or commercial arrangement with a Seller in connection with any Product or Service listed on the Marketplace, outside of the Marketplace and its designated channels.

13.2 HUMAIN shall bear no liability whatsoever in respect of any loss, damage, dispute, or other consequence arising from any off-platform interaction or transaction.

13.3 Where HUMAIN reasonably suspects or determines that the Buyer has conducted a transaction outside the Marketplace in circumvention of these Buyer Terms, HUMAIN reserves the right to: (a) immediately suspend or terminate the Buyer’s Account; (b) recover f rom the Buyer the Marketplace Fees that would have been payable had the transaction been conducted through the Marketplace, together with HUMAIN’s reasonable costs and expenses; and (c) exercise any other rights or remedies available to it under these Buyer Terms or Applicable Law.

15. SUSPENSION, RESTRICTION, AND TERMINATION

15.1 HUMAIN may, at its sole discretion and without prior notice (or such notice as it considers appropriate in the circumstances), immediately suspend, restrict, or terminate the Buyer’s Account and access to the Marketplace, in whole or in part, where HUMAIN reasonably determines that:

1. the Buyer has breached, or HUMAIN has reasonable grounds to suspect that the Buyer has breached any provision of these Buyer Terms;
2. the Buyer is subject to a sanctions or export control restriction, or has provided false or misleading information in connection with eligibility or compliance verification;
3. a legal, regulatory, or law enforcement authority has required or requested the suspension or termination of the Buyer’s access;
4. the Buyer has engaged in, or HUMAIN has reasonable grounds to suspect that the Buyer has engaged in, fraudulent, deceptive, or unlawful conduct in connection with the Marketplace;
5. a security incident, vulnerability, or threat exists that requires immediate protective action; or
6. continuation of the Buyer’s access poses a material risk to the Marketplace, other users, or HUMAIN’s legal or regulatory position.

15.2 HUMAIN shall have no liability to the Buyer arising from any action taken under Clause 16.1.

15.3 Suspension or termination of the Buyer’s Account does not: (a) release the Buyer from any accrued payment obligations; (b) affect any Orders completed or in progress at the time of suspension or termination, save where HUMAIN cancels such Orders pursuant to Clause 5.3; or (c) extinguish any claim that HUMAIN has or may have against the Buyer.

15.4 HUMAIN may also terminate these Buyer Terms for any reason on thirty (30) days’ written notice to the Buyer.

16. AMENDMENTS

16.1 HUMAIN may amend these Buyer Terms at any time. Amended terms will become effective upon publication on the Marketplace.

16.2 The Buyer’s continued access to or use of the Marketplace following the effective date of any amendment constitutes the Buyer’s acceptance of the amended terms. If the Buyer does not accept any amended terms, it must cease using the Marketplace before the effective date and notify HUMAIN in writing.

17. DISCLAIMERS

17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MARKETPLACE AND ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HUMAIN MAKES NO WARRANTY, REPRESENTATION, GUARANTEE, OR UNDERTAKING OF ANY KIND, WHETHER EXPRESS, IMPLI ED, STATUTORY, OR OTHERWISE, IN RELATION TO THE MARKETPLACE OR ANY PRODUCT OR SERVICE.

17.2 WITHOUT LIMITING CLAUSE 18.1, HUMAIN SPECIFICALLY DISCLAIMS:

1. any warranty as to the accuracy, completeness, reliability, fitness for purpose, or timeliness of the Marketplace or any Product, Service, or AI Output;
2. any warranty as to the availability, uptime, continuity, or uninterrupted operation of the Marketplace;
3. any warranty that the Marketplace or any Product or Service is free from defects, errors, bugs, viruses, or other harmful components;
4. any warranty that Products or Services will meet the Buyer’s requirements or produce any particular results; and
5. any warranty in respect of any AI Output, including as to its accuracy, completeness, fitness for any purpose, or freedom from bias.

17.3 ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

18. LIMITATION OF LIABILITY

18.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HUMAIN SHALL NOT BE LIABLE TO THE BUYER FOR ANY: (A) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR OPPORTUNITY; (B) LOSS OR CORRUPTION OF DATA; (C) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (D) LOSS ARISING FROM THE BUYER'S RELIANCE ON ANY PRODUCT, SERVICE, OR AI OUTPUT; IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, AND WHETHER OR NOT HUMAIN HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

18.2 HUMAIN'S AGGREGATE LIABILITY TO THE BUYER FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE BUYER TERMS IN ANY TWELVE (12) MONTH PERIOD SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL MARKETPLACE FEES RETAINED BY HUMAIN IN CONNECTION WITH THE BUYER'S ACCOUNT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE RELEVANT LIABILITY; OR (B) SAR 3,000.

18.3 THE CAP IN CLAUSE 1 8.2 APPLIES TO ALL CLAIMS IN AGGREGATE, WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE, AND LIMITS HUMAIN'S LIABILITY ONLY. IT DOES NOT LIMIT THE BUYER'S PAYMENT OBLIGATIONS, INDEMNITY OBLIGATIONS, OR LIABILITY TO HUMAIN.

18.4 HUMAIN HAS NO LIABILITY WHATSOEVER FOR ANY PRODUCT OR SERVICE SUPPLIED BY A SELLER. THE BUYER'S SOLE RECOURSE IN RESPECT OF ANY PRODUCT OR SERVICE IS AGAINST THE APPLICABLE SELLER.

18.5 To the extent that any liability exclusion or limitation in these Buyer Terms is held to be unenforceable, the remaining exclusions and limitations shall continue to apply to the fullest extent permitted by Applicable Law.

19. INDEMNIFICATION

19.1 The Buyer shall, on demand, indemnify, defend, and hold harmless HUMAIN and its affiliates, and each of their respective directors, officers, employees, contractors, agents, and successors and assigns (together, the "HUMAIN Indemnified Parties") from and against all and any claims, demands, actions, proceedings, liabilities, losses, damages, fines, penalties, judgments, settlements, costs, and expenses (including reasonable legal fees and expenses on a full indemnity basis) arising out of or in connection with:

1. the Buyer’s use of, or access to, the Marketplace, any Product, Service, or AI Output;
2. any breach by the Buyer (or any Related Person) of any provision of these Buyer Terms, including (without limitation) the representations and warranties in Clause 4.2 and Clause 11.2;
3. any Buyer Input, including any claim that Buyer Inlput infringes the Intellectual Property Rights, privacy rights, or other rights of any third party, or contains unlawful or harmful content;
4. any violation by the Buyer of Applicable Law, including the PDPL, sanctions laws, and export control regulations;
5. any decision, action, or omission by the Buyer in reliance on any AI Output;
6. any off-platform transaction conducted in breach of Clause 14; and
7. any claim by a third party arising out of or in connection with the Buyer’s use of a Product or Service.

19.2 HUMAIN shall: (a) notify the Buyer promptly in writing of any claim in respect of which it seeks indemnification under this Clause 20; and (b) not settle any such claim in a manner that expressly admits liability on behalf of the Buyer without the Buyer’s prior written consent (not to be unreasonably withheld or delayed). HUMAIN may participate in the defence of any claim at its own cost and with legal advisers of its own choosing.

19.3 The Buyer shall not settle any claim in a manner that: (a) imposes any obligation, restriction, or liability on any HUMAIN Indemnified Party; or (b) admits liability on behalf of any HUMAIN Indemnified Party, in each case without HUMAIN’s prior written consent.

19.4 The indemnity obligations in this Clause 20 are not subject to, and are not limited by, the liability cap in Clause 19.2. They survive the termination or expiry of these Buyer Terms.

20. THIRD-PARTY PRODUCTS AND SELLERS

20.1 Products and Services made available on the Marketplace are sourced, controlled, and provided exclusively by the applicable Seller. HUMAIN does not produce, develop, own, operate, or assume responsibility for any Product or Service.

20.2 The Marketplace may contain links to, or integrations with, third-party websites, services, or platforms.

Such links and integrations are provided for convenience only. HUMAIN does not endorse, approve, or assume responsibility for any third-party website, service, platform, or content, and the Buyer accesses them at its own risk.

20.3 Any dispute, claim, or dissatisfaction relating to a Product or Service should be addressed directly with the applicable Seller in the first instance. HUMAIN has no obligation to intervene but may do so at its discretion in accordance with Clause 3.2.

21. DISPUTE RESOLUTION AND GOVERNING LAW

21.1 These Buyer Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

21.2 Any dispute, controversy, or claim arising out of or relating to these Buyer Terms, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the competent courts of the Kingdom of Saudi Arabia.

22. GENERAL PROVISIONS

22.1 Notices. Any notice or communication under these Buyer Terms shall be in writing and shall be delivered by email (to the address set out in the Buyer’s Account for notices to the Buyer, and to [ marketplace- support@humain.com] for notices to HUMAIN)

22.2 Assignment. The Buyer may not assign, transfer, novate, or otherwise deal with any of its rights or obligations under these Buyer Terms without HUMAIN’s prior written consent. HUMAIN may assign or transfer these Buyer Terms (in whole or in part) to any affiliate or in connection with any merger, acquisition, reorganisation, or sale of all or substantially all of HUMAIN’s assets or business, without the Buyer’s consent.

22.3 Entire Agreement. These Buyer Terms, together with the Marketplace Terms of Use, any Order, and any applicable Transaction Documentation, constitute the entire agreement between HUMAIN and the Buyer in relation to the subject matter of these Buyer Te rms, and supersede all prior representations, understandings, negotiations, and agreements, whether oral or written. The Buyer acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in these Buyer Terms.

22.4 Severability. If any provision of these Buyer Terms is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect: (a) the legality, validity, or enforceability of any other provision of these Buyer Terms; or (b) the leg ality, validity, or enforceability of that provision in any other jurisdiction. Any invalid provision shall be construed, limited, modified, or, if necessary, severed, to the minimum extent necessary to render it enforceable, consistent with the original intent of the parties.

22.5 Waiver. A failure or delay by HUMAIN to exercise any right, power, or remedy provided by these Buyer Terms or Applicable Law shall not constitute a waiver of such right, power, or remedy. No waiver by HUMAIN of any breach of these Buyer Terms shall constitute a waiver of any other or subsequent breach.

22.6 Force Majeure. HUMAIN shall not be liable for any delay or failure to perform its obligations under these Buyer Terms to the extent that such delay or failure is caused by circumstances beyond HUMAIN’s reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, sanctions, pandemic, natural disaster, or failure of third-party telecommunications or power infrastructure. HUMAIN shall notify the Buyer as soon as reasonably practicable and shall use reasonable efforts to minimise the impact of the force majeure event.

22.7 No Agency or Partnership. Nothing in these Buyer Terms creates, or shall be construed to create, any agency, joint venture, partnership, or employment relationship between the Buyer and HUMAIN.

22.8 Governing Language. These Buyer Terms are drafted in English. If these Buyer Terms are translated into Arabic or any other language, the English language version shall prevail in the event of any inconsistency.

22.9 Rights of Third Parties. Save as expressly provided in Clause 10.4 (AI usage restrictions enforceable by Sellers) and Clause 20 (indemnification), no person who is not a party to these Buyer Terms has any right to enforce any term of these Buyer Terms.

22.10 Counterparts. These Buyer Terms (and any amendments thereto) may be executed or accepted electronically and in any number of counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

— END OF BUYER TERMS AND CONDITIONS —

These Seller Terms and Conditions (“Seller Terms”) constitute a legally binding agreement between the Seller and Al-Mustaqbal Lil-Thaka Al-Istinai Company, a joint stock company incorporated and registered under the laws of the Kingdom of Saudi Arabia under Commercial Registration No. 1009089438 (“HUMAIN”, “we”, “us”, or “our”), governing the Seller’s participation in, and use of, the Marketplace.

By registering on the Marketplace, submitting a listing, or accepting an Order, the Seller unconditionally accepts and agrees to be bound by these Seller Terms. If the Seller does not accept these Seller Terms, it must immediately cease participating on the Marketplace.

The Seller represents and warrants that the individual accepting these Seller Terms on its behalf has the authority to bind the Seller to these Seller Terms.

1. INTERPRETATION

1.1 In these Seller Terms, the following definitions apply:

"Applicable Law" means all laws, statutes, regulations, regulatory requirements, guidance, codes, court orders, and binding directions of any governmental or regulatory authority having jurisdiction over the relevant party or the subject matter in question, including (without limitation) the PDPL, its Implementing Regulations, the Cloud Computing Regulatory Framework, the NCA Essential Cybersecurity Controls, Saudi Data and Artificial Intelligence Authority (“SDAIA”) guidance, CITC regulations, and all applicable anti-money laundering, sanctions, export control, and anti-bribery laws, in each case as amended or replaced from time to time.

"Buyer” means any individual or legal entity that has registered an account on the Marketplace and purchased, subscribed to, licenced, or accessed a Product or Service offered by the Seller.

"Buyer Data ” means all data, content, files, models, applications, workloads, queries, prompts, or other material submitted to or processed through the Marketplace or any Product or Service by or on behalf of a Buyer.

"Intellectual Property Rights" means all patents, utility models, rights in inventions, copyright and related rights, design rights, database rights, trade marks, trade names, service marks, goodwill, trade secrets, rights in data, and all other intellectual property or proprietary rights, whether registered or unregistered, and all applications and rights to apply for registration of any of the foregoing, in each case subsisting anywhere in the world.

"Losses” means all losses, liabilities, damages, costs, expenses (including legal fees and expenses on a full indemnity basis), fines, penalties, judgments, and settlements of any nature.

"Marketplace” means the digital platform operated by HUMAIN at [https://marketplace.humain.com] (and through any associated APIs, mobile applications, or other interfaces designated by HUMAIN) through which Sellers list, offer, and supply Products and Services to Buyers.

"Marketplace Fees” means the fees, commissions, transaction charges, subscription fees, platform access fees, and any other amounts payable by the Seller to HUMAIN in connection with the Seller’s participation on the Marketplace, as notified or published by HUMAIN from time to time.

"Order” means a legally binding request submitted by a Buyer through the Marketplace to purchase, subscribe to, licence, or access a Product or Service offered by the Seller.

“Payment Service Provider” means Moyasar Financial Company or any replacement payment service provider appointed by HUMAIN that is duly licensed by the Saudi Central Bank to provide the relevant payment services.

"PDPL” means the Personal Data Protection Law of the Kingdom of Saudi Arabia (Royal Decree No. M/19 dated 9/2/1443H) and its Implementing Regulations, as amended or replaced from time to time.

"Personal Data” means has the meaning given to it in the PDPL.

"Products” means the goods, software, datasets, models, applications, or digital content made available by the Seller through the Marketplace.]

“Seller” means the legal entity identified as the Seller on the cover and signature page of this Agreement, which has been approved by HUMAIN to list and supply Products and Services through the Marketplace.

"Services” means the services, including software-as-a-service, platform-as-a-service, artificial intelligence services, data services, and professional services, made available by the Seller through the Marketplace.]

"Transaction Documentation ” means the end user licence agreement, service agreement, order confirmation, statement of work, or other documentation issued or required by the Seller in connection with an Order.

2. HUMAIN’S ROLE AS MARKETPLACE OPERATOR

2.1 Except where HUMAIN is expressly identified in the relevant listing or Transaction Documentation as the seller, supplier, licensor or provider of a Product or Service, HUMAIN operates the Marketplace solely as a technology platform operator and marketplace intermediary. The Seller acknowledges and agrees that:

1. HUMAIN is not the developer, supplier, owner, reseller, distributor, licensor or provider of any Product or Service offered by a third-party Seller and acquires no proprietary interest in any such Product or Service by virtue of operating the Marketplace; and
2. HUMAIN is not a party to any contract, Transaction Documentation or other arrangement between a third-party Seller and a Buyer, unless expressly stated otherwise in writing.

2.2 Where HUMAIN is expressly identified as the seller, supplier, licensor or provider of a Product or Service, the Buyer’s purchase and use of that Product or Service shall be governed by the applicable terms specified by HUMAIN in the relevant listing or Transaction Documentation.

2.3 Notwithstanding Clause 3.1, HUMAIN reserves the right to take such measures as it considers necessary or appropriate to protect the integrity, safety, security, reputation, and commercial interests of the Marketplace, including by removing listings, suspending access, or cancelling Orders.

3. SELLER ELIGIBILITY AND REPRESENTATIONS

3.1 The Seller represents and warrants to HUMAIN, on a continuing basis (such representations and warranties being repeated on each day of the Seller’s participation on the Marketplace), that:

1. it is duly incorporated, organised, and validly existing under its jurisdiction of incorporation or establishment;
2. it has full legal capacity, power, and authority to enter into and perform these Seller Terms and to offer the Products and Services listed on the Marketplace;
3. it holds, and will maintain in good standing, all licences, approvals, permits, registrations, certifications, and authorisations required by Applicable Law to develop, operate, market, distribute, and commercialise its Products and Services;
4. it is not, and none of its directors, officers, beneficial owners, or key shareholders is, the subject of, or owned or controlled by any person that is the subject of, any applicable financial sanctions, trade embargo, or export control restriction imposed by the Kingdom of Saudi Arabia, the United Nations Security Council, or any other relevant sanctioning authority;
5. it will promptly notify HUMAIN in writing if any of the representations in this Clause 3.1 ceases to be true or if any circumstances arise that would render them materially inaccurate; and
6. it has the full corporate authorisation to grant the rights and licences set out in these Seller Terms.

4. ONBOARDING AND VERIFICATION

4.1 HUMAIN may require the Seller, as a condition of participation on the Marketplace, to complete such identity, corporate, financial, technical, cybersecurity, and compliance due diligence as HUMAIN considers appropriate, including:

1. identity and corporate verification;
2. financial sanctions and export control screening;
3. know-your-customer and anti-money laundering (including counter-terrorist financing and beneficial ownership) checks;
4. technical and security assessments of Products and Services; and
5. compliance reviews against Applicable Law and HUMAIN’s policies.

4.2 HUMAIN may re-perform any verification or screening at any time during the Seller’s participation on the Marketplace. Completion of any initial onboarding process does not constitute an endorsement, certification, or assumption of responsibility by HUMAIN for the Seller, its Products, or its Services.

4.3 HUMAIN may suspend onboarding or participation, without liability, where the Seller fails to satisfy Marketplace requirements or where any verification or screening produces results that HUMAIN, in its sole discretion, considers unsatisfactory.

4.4 As a condition of participating in the Marketplace, the Seller shall complete and maintain all onboarding, verification, know-your-customer, bank account and compliance requirements imposed by the Payment Service Provider. The Seller shall provide complete, accurate and up-to-date information and documentation and shall promptly notify HUMAIN and the Payment Service Provider of any change to such information.

A dedicated merchant, sub-merchant or equivalent payment account may be established for the Seller by the Payment Service Provider. All payment authorisation, processing, collection, payout and settlement activities relating to the Seller’s Products and Se rvices shall be carried out by the Payment Service Provider in accordance with its applicable terms and regulatory requirements.

HUMAIN acts solely as the Marketplace operator and technology facilitator and does not itself provide payment services or hold, safeguard or transfer funds belonging to Buyers or Sellers. HUMAIN may suspend the Seller’s participation in the Marketplace where the Seller fails to complete or maintain the required onboarding or compliance requirements.

5. PRODUCT AND SERVICE LISTINGS

5.1 The Seller shall ensure that all listings on the Marketplace:

1. are accurate, complete, truthful, and not misleading in any material respect;
2. accurately describe the functionality, features, technical requirements, dependencies, limitations, and pricing of the relevant Product or Service;
3. comply with all Applicable Law, including applicable consumer protection, advertising, and product safety laws;
4. where the Product or Service incorporates artificial intelligence functionality, do not overstate the capability, accuracy, reliability, or performance of such AI functionality and clearly disclose to Buyers any known material limitations, risks of bias, error rates, and content restrictions;
5. disclose any material open-source or third-party components incorporated in the Product or Service, together with the applicable licence terms; and
6. comply with HUMAIN’s listing policies and guidelines as published on the Marketplace from time to time.

5.2 The Seller shall promptly update its listings whenever any information becomes inaccurate, incomplete, or misleading.

5.3 HUMAIN may, at its sole discretion and without liability, reject, modify, suspend or remove any listing that HUMAIN determines does not comply with these Seller Terms or Applicable Law, or where such action is required or requested by the National Cybersecurity Authority or any other competent governmental or regulatory authority.

6. SELLER OBLIGATIONS

6.1 The Seller is solely responsible for all aspects of the Products and Services it offers through the Marketplace, including (without limitation):

1. the development, design, testing, operation, hosting, maintenance, and security of Products and Services;
2. the fulfilment of all Orders in accordance with the applicable Transaction Documentation;
3. the provision of warranties, guarantees, and service level commitments to Buyers;
4. the provision of customer support to Buyers, including responding to support requests within a reasonable timeframe. The Seller shall maintain a designated point of contact for support inquiries and provide HUMAIN with up-to-date contact details for such purpose;
5. all regulatory and legal compliance obligations relating to its Products and Services, including obtaining and maintaining all required licences, certifications, and approvals;
6. the timely identification, notification, and remediation of defects, vulnerabilities, and security incidents affecting its Products and Services; and
7. procuring and maintaining all third-party rights, consents, and licences necessary to develop, distribute, market, and commercialise its Products and Services through the Marketplace.

6.2 The Seller shall remain solely responsible for all updates, upgrades, patches, bug fixes, security fixes and new versions relating to its Products and Services.

6.3 The Seller may implement routine maintenance, security updates, patches and bug fixes where these do not materially reduce the functionality of the relevant Product or Service.

6.4 The Seller shall provide reasonable prior notice to HUMAIN and affected Buyers of any update or new version that materially changes, removes or reduces functionality, affects compatibility, or requires additional payment.

6.5 No Buyer shall be required to purchase a new version or paid upgrade unless this is clearly stated in the applicable listing or Transaction Documentation. HUMAIN may facilitate the delivery of update notices through the Marketplace but shall not be responsible for the update, its content or its impact.

7. ARTIFICIAL INTELLIGENCE - SPECIFIC OBLIGATIONS

7.1 Where any Product or Service incorporates artificial intelligence technologies, the Seller represents, warrants, and undertakes on a continuing basis that:

1. it possesses all rights, licences, and authorisations necessary to develop, train, test, validate, operate, licence, distribute, and commercialise such Products and Services;
2. all datasets used in the development, training, fine-tuning, testing, validation, or operation of its AI systems have been lawfully obtained and the Seller holds all rights, licences, consents, and authorisations necessary for their use, including in respect of any Personal Data and any copyrighted or otherwise protected works contained in such datasets;
3. the Products and Services do not infringe the Intellectual Property Rights, privacy rights, or other rights of any third party;
4. no open-source or third-party model, weights, or components used in the Products or Services are subject to any licence (including any copyleft, “share-alike”, or “viral” licence) that would: (i) impose any obligation on HUMAIN or any Buyer to disclose, licence, or make freely available any of their own software, models, data, or code; or (ii) otherwise restrict or encumber HUMAIN’s or any Buyer’s use of their own systems or data;
5. the Products and Services comply with all Applicable Law relating to the development, deployment, and commercialisation of artificial intelligence, including applicable SDAIA guidance and any sector-specific AI regulations;
6. the Seller maintains adequate model documentation (including documentation of intended use, known limitations, training data provenance, and evaluation results) and shall provide transparency and provenance information to HUMAIN or Buyers where required by SDAIA guidance, Applicable Law, or HUMAIN’s reasonable request; and
7. the Seller shall remain solely responsible for all outputs generated by its AI systems and for all claims, liabilities, and consequences arising from such outputs.

7.2 The Seller shall not use any Buyer Data to train, fine-tune, retrain, or otherwise improve any AI system without the prior written consent of the relevant Buyer and, where required, HUMAIN.

8. DATA PROTECTION

8.1 The Seller shall, in connection with its participation on the Marketplace and the provision of Products and Services, comply with all obligations applicable to it under the PDPL, its Implementing Regulations, applicable SDAIA guidance, and all other Applicable Law relating to the protection of Personal Data.

8.2 Without limiting Clause 8.1, the Seller shall:

1. obtain all required consents, notices, or other valid legal bases under Applicable Law before collecting, using, or processing any Personal Data in connection with its Products and Services;
2. not collect or process Personal Data of Buyers or third parties other than as strictly necessary for the provision of the relevant Product or Service and as permitted by the applicable Transaction Documentation and Applicable Law;
3. implement appropriate technical and organisational measures to protect Personal Data against unauthorised access, loss, alteration, disclosure, or destruction, in each case consistent with the requirements of the PDPL and good industry practice;
4. comply with the rights of data subjects under the PDPL, including in respect of access, correction, erasure, and objection;
5. ensure that any cross-border transfer of Personal Data complies with the PDPL, its Implementing Regulations, and all applicable SDAIA transfer requirements and data localisation obligations; and
6. without undue delay, and in any event within forty-eight (48) hours of becoming aware, notify HUMAIN of any Personal Data breach or suspected Personal Data breach affecting any Buyer or Marketplace user, and provide HUMAIN with all information reasonably required to assess, manage, and report the breach in accordance with Applicable Law.

8.3 The Seller acknowledges that HUMAIN does not act as a data controller or data processor on the Seller’s behalf in respect of Personal Data processed by the Seller in connection with its Products and Services. Each party is independently responsible for its own compliance with Applicable Law in respect of the Personal Data it processes.

9. CYBERSECURITY

9.1 The Seller shall implement, maintain, and continuously improve appropriate technical and organisational security measures designed to protect its systems, data, Products, Services, and Marketplace integrations from unauthorised access, use, disruption, or com promise. Such measures shall be no less protective than the applicable NCA Essential Cybersecurity Controls and good industry practice for systems of the relevant type and sensitivity.

9.2 The Seller shall notify HUMAIN within seventy-two (72) hours following discovery of any actual or suspected security incident, cyberattack, data breach, or unauthorised access affecting: (a) its Products or Services; (b) any Buyer Data; (c) the Marketplace or its integrations; or (d) Personal Data of Buyers or Marketplace users. Such notification shall include all material information known at the time regarding the nature, scope, and impact of the incident.

9.3 Following any notification under Clause 9.3, the Seller shall: (a) promptly take all steps necessary to contain and remediate the incident; (b) cooperate fully with HUMAIN’s investigation of the incident; and (c) provide such further information and assistance as HUMAIN or any relevant regulatory authority may reasonably require.

10. INTELLECTUAL PROPERTY

10.1 The Seller represents and warrants that it owns, or has obtained all licences, rights, and consents necessary to provide, distribute, licence, market, and commercialise its Products and Services through the Marketplace, and that doing so does not and will not infringe the Intellectual Property Rights of any third party.

10.2 The Seller shall not list or supply any Product or Service that infringes, or that the Seller has reasonable grounds to believe may infringe, the Intellectual Property Rights of any third party.

10.3 HUMAIN may immediately remove, suspend, or delist any Product or Service: (a) that is the subject of a credible third-party intellectual property infringement claim or notice; (b) in respect of which HUMAIN has reasonable grounds to believe that the Seller’s representations in this Clause 10 are inaccurate; or (c) where required to do so by a court order or regulatory direction. HUMAIN shall have no liability to the Seller for any such action taken in good faith.

10.4 The Seller’s indemnity obligation in respect of intellectual property infringement under Clause 22 applies without regard to, and is not limited by, the liability cap in Clause 21.

10.5 If the Seller provides HUMAIN with any feedback, suggestions, or recommendations relating to the Marketplace or HUMAIN’s products and services (“Feedback”), the Seller hereby irrevocably assigns to HUMAIN all Intellectual Property Rights in such Feedback, wi th effect from the date such Feedback is provided. HUMAIN shall be free to use, commercialise, and exploit Feedback without restriction or obligation to the Seller.

11. LICENCE TO HUMAIN

11.1 The Seller grants HUMAIN a worldwide, non-exclusive, royalty-free, sublicensable licence (for the duration of the Seller’s participation on the Marketplace) to:

1. host, store, cache, and distribute the Seller’s Products and Services and associated listings, descriptions, and content on the Marketplace;
2. display, market, promote, and advertise the Seller’s listings and Products and Services to Buyers and potential Buyers;
3. facilitate access to, and the delivery of, Products and Services to Buyers in accordance with their Orders; and
4. use the Seller’s name, logo, and trademarks to identify and promote the Seller’s listings on the Marketplace.

11.2 Following termination or expiry of these Seller Terms, the licence in Clause 11.1 shall automatically terminate, except that HUMAIN may continue to exercise the licence to the minimum extent necessary to: (a) fulfil outstanding Orders placed by Buyers prior to termination; and (b) continue providing Products and Services to Buyers who acquired them during the term for the remainder of their paid entitlement periods.

12. PRICING AND COMMERCIAL TERMS

12.1 The Seller shall establish and maintain pricing for its Products and Services in accordance with HUMAIN’s pricing policies. The Seller shall not:

1. engage in deceptive, misleading, or manipulative pricing practices;
2. charge prices that are inconsistent with those published in its Marketplace listings; or
3. engage in price-fixing, resale price maintenance, or any other pricing practice that is prohibited by Applicable Law.

12.2 HUMAIN may, acting reasonably, require the Seller to comply with minimum or maximum pricing requirements applicable to specific categories of Products or Services.

12.3 The Seller may change the price of any Product or Service only on a prospective basis and shall notify HUMAIN of the proposed change at least thirty (30) days before it takes effect. No price change shall affect an Order already accepted or a current paid subscription period.

12.4 Where a subscription renews automatically, the Seller shall be solely responsible for notifying the affected Buyer of any price increase at least thirty (30) days before the renewal date and for allowing the Buyer to cancel before renewal. HUMAIN may facilitate the delivery of such notice through the Marketplace on the Seller’s behalf, but shall not assume the Seller’s responsibility for the notice or its contents.

12.5 The Seller shall ensure that its listing and Transaction Documentation clearly state the subscription period, renewal terms, applicable price and cancellation process. The Seller shall not renew a subscription at an increased price unless the required notice has been provided.

13. MARKETPLACE FEES AND SETTLEMENT

13.1 In consideration for the Seller’s participation in the Marketplace, the Seller shall pay the Marketplace Fees to HUMAIN. The applicable Marketplace Fees shall be as communicated or agreed by HUMAIN from time to time.

13.2 The Seller authorises the Payment Service Provider to process payments made by Buyers in connection with Orders and to deduct from such payments the Marketplace Fees, payment processing fees, refunds, chargebacks, reserves, taxes and any other amounts properly due before settling the remaining balance directly to the Seller’s designated bank account.

13.3 All payment processing, collection, payout and settlement activities shall be carried out by the Payment Service Provider in accordance with its applicable terms, settlement schedule and regulatory requirements.

HUMAIN may provide the technical integration and settlement instructions required for this purpose but shall not itself hold, safeguard or transfer funds belonging to Buyers or Sellers.

13.4 HUMAIN shall not be liable for any delay, suspension, rejection, chargeback or other action taken by the Payment Service Provider, except to the extent directly caused by HUMAIN’s breach of these Seller Terms.

13.5 All Marketplace Fees are exclusive of VAT and any other applicable taxes, which shall be borne by the Seller. The Seller shall provide HUMAIN with valid tax registration and identification information on request.

13.6 In the event of any dispute regarding settlement amounts or Marketplace Fees, the Seller must raise the dispute with HUMAIN in writing within thirty (30) days of the relevant settlement statement. Failure to do so shall constitute the Seller’s acceptance of the relevant statement.

14. TAXES

14.1 The Seller is and shall remain the legal supplier of all Products and Services supplied through the Marketplace and the legal issuer of all related tax invoices, simplified tax invoices, credit notes and debit notes.

14.2 HUMAIN may, solely as a technology facilitator, generate, transmit or make available electronic invoices and related documents through the Marketplace in the Seller’s name and using information provided or approved by the Seller. This shall not make H UMAIN the supplier, taxable person or legal issuer of any invoice.

14.3 The Seller shall remain solely responsible for:

1. complying with all applicable ZATCA e-invoicing requirements;
2. maintaining all required VAT and tax registrations;
3. ensuring the completeness and accuracy of all invoice information;
4. reporting and remitting VAT and other applicable taxes to the relevant authorities; and
5. retaining all invoices and related records for the period required by Applicable Law.

14.4 The Seller shall promptly notify HUMAIN of any change to its tax registration, VAT information or other information required for the generation of compliant invoices.

15. OFF-PLATFORM TRANSACTIONS

15.1 The Seller shall not, without HUMAIN’s prior written consent, conduct, arrange, negotiate, or facilitate any transaction, payment, or commercial arrangement with a Buyer in connection with any Product or Service listed or previously listed on the Marketplace, outside of the Marketplace and its designated channels.

15.2 HUMAIN shall bear no liability whatsoever for any loss, damage, dispute, or other consequence arising from any off-platform interaction or transaction.

15.3 Where HUMAIN reasonably suspects or determines that the Seller has conducted a transaction outside the Marketplace in circumvention of these Seller Terms, HUMAIN reserves the right to:

1. immediately suspend or terminate the Seller’s participation on the Marketplace;
2. impose and recover from the Seller the Marketplace Fees that would have been payable had the relevant transaction been conducted through the Marketplace, together with HUMAIN’s reasonable costs and expenses; and
3. exercise any other rights or remedies available to it under these Seller Terms or Applicable Law.

15.4 Following termination of the Seller’s participation on the Marketplace (for any reason), the Seller shall not use any Buyer Data or Buyer contact details obtained through the Marketplace to solicit, market to, or conduct commercial transactions with Buyers outside of the Marketplace. This obligation survives termination indefinitely.

16. PRODUCT REMOVAL

16.1 HUMAIN may, at its sole discretion, remove, suspend, restrict, disable, or delist any Product or Service where HUMAIN reasonably determines that:

1. the Product or Service does not comply, or may not comply, with these Seller Terms or Applicable Law;
2. the Product or Service infringes, or may infringe, the Intellectual Property Rights or other rights of a third party;
3. a security, legal, regulatory, or reputational risk exists in connection with the Product or Service;
4. the Seller’s representations and warranties under Clause 3.1 or Clause 7.1 are, or may be, inaccurate; or
5. it is required to do so by a court order, regulatory direction, or law enforcement request.

16.2 HUMAIN may act immediately and without notice where it reasonably determines that there is an urgent risk to security, legal compliance, Buyer safety, or third-party rights.

16.3 HUMAIN shall have no liability to the Seller for any action taken under this Clause 16.

17. REGULATORY COOPERATION

17.1 The Seller shall cooperate promptly and fully with all reasonable requests from HUMAIN in connection with any governmental inquiry, regulatory investigation, court order, or law enforcement request relating to the Seller’s Products, Services, or activities on the Marketplace. Such cooperation shall be provided within the timeframe required by the relevant authority or, where no timeframe is specified, within ten (10) business days of HUMAIN’s request.

17.2 The Seller shall notify HUMAIN in writing within ten (10) days of receiving any governmental inquiry, regulatory investigation notice, or law enforcement request that relates to its Products or Services on the Marketplace or to Buyer Data, to the extent permitted by Applicable Law. Such notice shall include all material information available at the time and shall be updated as additional information becomes available.

17.3 The Seller shall not make any public statement, press release, or communication to any regulatory authority in connection with the Marketplace or any matter that may adversely affect HUMAIN without HUMAIN’s prior written consent.

18. LIMITATION OF LIABILITY

18.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HUMAIN SHALL NOT BE LIABLE TO THE SELLER FOR ANY: (A) LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; (B) LOSS OR CORRUPTION OF DATA; (C) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (D) LOSSES ARISING FROM THE SELLER’S RELIANCE ON THE MARKETPLACE; IN EACH CASE WHETHER ARISING IN CONTRACT, TORT, BREACH OF STATUTORY DUTY, OR OTHERWISE.

18.2 HUMAIN’S AGGREGATE LIABILITY TO THE SELLER FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE SELLER TERMS IN ANY TWELVE (12) MONTH PERIOD SHALL NOT EXCEED THE MARKETPLACE FEES RETAINED BY HUMAIN IN CONNECTION WITH THE SELLER’S PARTICIPATION DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE RELEVANT LIABILITY.

18.3 The cap in Clause 18.2 limits HUMAIN’s liability only. It does not limit the Seller’s liability to HUMAIN or to Buyers. To the extent that any liability exclusion or limitation in these Seller Terms is held to be unenforceable, the remaining exclusions and limitations shall continue to apply to the fullest extent permitted by Applicable Law

19. INDEMNIFICATION

19.1 The Seller shall, on demand, indemnify, defend, and hold harmless HUMAIN and its affiliates, and each of their respective directors, officers, employees, contractors, agents, and successors and assigns (together, the “HUMAIN Indemnified Parties”) from and against all and any Losses arising out of or in connection with:

1. the Seller’s Products or Services (including any defect, failure, or non-performance thereof, and any claim by a Buyer arising therefrom);
2. any claim by a third party that the Seller’s Products, Services, listings, or Intellectual Property Rights infringe the Intellectual Property Rights of such third party;
3. any breach by the Seller of its data protection or cybersecurity obligations under Clauses 8 and 9, including any claim by a data subject or regulatory authority arising from such breach;
4. any AI output generated by the Seller’s Products or Services, including any claim arising from the inaccuracy, bias, harm, or unlawfulness of such output;
5. any breach by the Seller of its representations and warranties under Clauses 3.1 and 7.1, including in respect of training data, open-source components, and third-party rights;
6. any off-platform transaction conducted by the Seller in breach of Clause 15;
7. any breach by the Seller of any other provision of these Seller Terms; and
8. any claim by any regulatory authority, governmental body, or third party arising from the Seller’s activities on the Marketplace.

19.2 HUMAIN shall notify the Seller in writing of any claim in respect of which it seeks indemnification under this Clause 19. HUMAIN may, at its option and at the Seller’s expense, control the defence of any claim that could affect HUMAIN’s reputation, Intellectual Property Rights, or compliance position.

19.3 The Seller shall not settle any claim in a manner that: (a) imposes any obligation, restriction, or liability on any HUMAIN Indemnified Party; or (b) admits liability on behalf of any HUMAIN Indemnified Party, in each case without HUMAIN’s prior written consent.

20. AUDIT AND RECORDS

20.1 The Seller shall maintain accurate and complete records relating to its compliance with these Seller Terms, including in respect of data protection, cybersecurity, intellectual property, sanctions and export control compliance, training data provenance, and Marketplace Fees.

20.2 On not less than five ( 10) business days’ prior written notice (or immediately in the case of a security incident or regulatory requirement), HUMAIN or its appointed auditor may audit the Seller’s records and relevant practices for the purposes of verifying the Seller’s compliance with these Seller Terms. The Seller shall reasonably cooperate with any such audit and provide HUMAIN with access to all relevant records, personnel, and systems.

20.3 The Seller shall retain records referred to in Clause 20.1 for not less than five (5) years following the end of the Seller’s participation on the Marketplace, or such longer period as is required by Applicable Law.

20.4 HUMAIN’s audit rights under this Clause 20 survive termination or expiry of these Seller Terms for a period of two (2) years.

21. SUSPENSION AND TERMINATION

21.1 HUMAIN may immediately suspend or terminate the Seller’s participation on the Marketplace, without liability, where HUMAIN reasonably determines that:

1. the Seller has breached, or HUMAIN has reasonable grounds to suspect the Seller has breached, any provision of these Seller Terms;
2. the Seller is subject to a sanctions or export control restriction, or has provided false or misleading information;
3. a legal, regulatory, or law enforcement authority has required or requested the suspension or termination of the Seller’s participation;
4. the Seller has become insolvent, entered into administration, receivership, or any analogous insolvency proceedings;
5. a security incident exists that requires immediate protective action; or
6. continuation of the Seller’s participation poses a material risk to the Marketplace, Buyers, or HUMAIN’s legal or regulatory position.

21.2 HUMAIN may terminate these Seller Terms for convenience on thirty (30) days’ prior written notice to the Seller.

21.3 On termination or expiry of these Seller Terms for any reason:

1. the Seller’s listings shall be removed from the Marketplace;
2. accrued Marketplace Fees and settlement amounts shall be calculated and paid in accordance with Clause 13; and
3. the Seller shall continue to fulfil, or shall fund HUMAIN’s continued provision of, all Products and Services already acquired by Buyers prior to termination for the remainder of their paid entitlement periods.

22. AMENDMENTS

22.1 HUMAIN may amend these Seller Terms at any time. Amended terms will become effective upon publication on the Marketplace.

22.2 The Seller’s continued participation on the Marketplace following the effective date of any amendment constitutes acceptance. If the Seller does not accept any amended terms, it must cease participation before the effective date and notify HUMAIN in writing.

23. DISPUTE RESOLUTION AND GOVERNING LAW

23.1 These Seller Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

23.2 Any dispute, controversy, or claim arising out of or relating to these Seller Terms, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the competent courts of the Kingdom of Saudi Arabia.

24. GENERAL PROVISIONS

24.1 Notices. Any notice under these Seller Terms shall be in writing and delivered by email (to the registered contact for the Seller, and to [marketplace-support@humain.com] for HUMAIN).

24.2 Assignment. The Seller may not assign, transfer, novate, or otherwise deal with any rights or obligations under these Seller Terms without HUMAIN’s prior written consent. HUMAIN may assign these Seller Terms to any affiliate or in connection with any merger, acquisition, reorganisation, or sale of its business.

24.3 Entire Agreement. These Seller Terms constitute the entire agreement between HUMAIN and the Seller in relation to the subject matter hereof and supersede all prior representations, negotiations, and agreements.

24.4 Severability. If any provision is held illegal, invalid, or unenforceable, it shall be construed, limited, or severed to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force.

24.5 Waiver. A failure or delay by HUMAIN to exercise any right or remedy shall not constitute a waiver.

24.6 Force Majeure. HUMAIN shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control.

24.7 No Agency. Nothing herein creates any agency, joint venture, partnership, or employment relationship.

24.8 Governing Language. These Seller Terms are drafted in English. The English version shall prevail in the event of any inconsistency with any translation.

24.9 Independent Contractor. The Seller is an independent contractor. Nothing in these Seller Terms creates any employment, agency, or partnership relationship between the Seller and HUMAIN.

— END OF SELLER TERMS AND CONDITIONS —