ORTH Terms & Conditions

1. Definitions

Agreement: These Terms & Conditions.
Platform: The platform managed by the Service Provider and used to provide the Products and Services to the Subscriber, including the application (web and mobile), database and software, AI models, prompts, model orchestration, user interfaces, documentation, and the computer infrastructure on which these services operate.
ISO Certification: AYDI TECHNOLOGIES FZCO’s adherence to International Organization for Standardization standards, demonstrating commitment to quality management, information security, and operational excellence in accordance with applicable ISO standards.
Products & Services: All products and services made available through ORTH, including AI-powered agricultural advisory, satellite monitoring, field analytics, and related features, as may be changed or updated from time to time.
Property: A garden, farm or agricultural site that is the subject matter of the ORTH license.
Field: A designated area within a farm used for agricultural production, including gardens, plots, pivots, greenhouses, nurseries, or other agricultural systems.
ORTH or AI Agronomist: The artificial intelligence-powered agricultural advisory system that provides recommendations, insights, predictions, and analysis based on field data, satellite imagery, weather patterns, and best practices.
AI Queries: Interactions or questions posed by the Subscriber or Invited Users to the ORTH AI, generating personalized responses based on agronomic data, models, and Subscriber-provided context.
AI Outputs: Any AI-generated suggestions, insights, predictions, alerts, or advice provided by ORTH regarding agricultural practices and farming decisions.
Access Fee: The fee payable by the Subscriber in accordance with the selected subscription plan, as displayed at the point of purchase.
Data: Any data inputted by the Subscriber or with the Subscriber’s authority into the Platform, including field details, crop information, soil data, weather preferences, historical reports, uploads, and chat interactions.
Personal Data: Personal data as defined under any applicable Data Protection Laws.
Intellectual Property Rights: All intellectual property rights worldwide, whether registrable or unregistrable, including patents, copyright, database rights, design rights, trade marks, trade secrets, know-how, and Confidential Information.
Confidential Information: All non-public information disclosed by or relating to the Service Provider or the Platform, including its source code, object code, model weights, model architectures, system prompts, prompt-engineering techniques, training and fine-tuning methods, data pipelines, agronomic logic, ranking and recommendation methods, evaluation methods, designs, user interfaces and user experience flows, feature sets, pricing logic, roadmaps, performance characteristics, and any AI Outputs, whether or not marked as confidential.
Trade Secrets: Any Confidential Information that derives independent economic value, actual or potential, from not being generally known and that is the subject of reasonable efforts to maintain its secrecy, including the Platform’s models, algorithms, prompts, agronomic methods, and the structure, sequence and organization of the Service.
Competing Product: Any product, service, model, dataset, tool, or feature that is the same as, substantially similar to, or competitive with the Platform or any Products & Services, including any AI or software-based agricultural advisory, agronomic recommendation, crop or field analytics, satellite-monitoring, or related offering.
Prohibited Use: Any use described in Section 7 (Acceptable Use and Prohibited Conduct), including any use of the Platform, AI Queries, AI Outputs, or Confidential Information to design, develop, train, evaluate, benchmark, fine-tune, reverse engineer, or assist in creating a Competing Product.
Invited Users / ORTH Teams: Owners, managers, employees, or others authorized to access the Service under ORTH Teams or Enterprise plans.
Subscriber: The person or entity who registers to use the Service, together with all Invited Users acting under that person or entity.
Business Day: Any weekday other than Friday, Saturday, or a public holiday in the UAE.
Business Hours: 09:00–17:00 Dubai Time on a Business Day.
Data Protection Laws: The EU GDPR, UAE Federal Decree-Law No. 45/2021, and all other applicable privacy laws.
Taxes: All taxes, levies, duties, and similar governmental assessments of any kind, including value added tax (VAT), sales, use, goods and services, excise, and withholding taxes, together with any related interest, penalties, and surcharges, but excluding taxes assessed on the Service Provider’s net income.
Force Majeure Event: Events outside reasonable control including internet failures, cyber attacks, power failures, industrial disputes, legal changes, disasters, epidemics, fires, floods, riots, terrorism, and wars.
Analytics Tools: Third-party behavioral analytics and session recording technologies deployed within the Platform to collect usage, interaction, and performance data.

Subscription Plans (overview)

ORTH is offered through a Free plan and several paid plans across individual and team/enterprise categories. Plans differ by available AI models, usage allowances (such as AI Query and token limits), storage, chat-memory retention, collaboration features, and support. The specific features, allowances, and availability of each plan may change from time to time and are described in the Platform and at the point of purchase.

Pricing Notice. These Terms do not state plan prices. Prices vary by country, region, platform, distribution channel (web, Apple App Store, or Google Play), currency, applicable Taxes, App Store or Google Play pricing tiers, promotions, and regional pricing adjustments, and may change over time. The price applicable to you is the price displayed at checkout (for web purchases) or within the applicable app store (for in-app purchases) at the time of purchase or renewal, in your local currency. By completing a purchase you agree to the price then displayed to you. The Service Provider reserves the right, in its sole discretion, to offer any plan at promotional or discounted prices in specific countries or regions, for limited periods, or to specific users, without any obligation to extend the same pricing to other countries, regions, or users.

2. License and Access to ORTH

Grant of License: A limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use ORTH solely for the Subscriber’s own internal agricultural purposes during the subscription term, subject to continuous compliance with these Terms and payment of Access Fees. No rights are granted except as expressly set out in these Terms, and all rights not expressly granted are reserved by the Service Provider.
Invited Users: The Subscriber may invite users under ORTH Teams/Enterprise plans and remains fully responsible and liable for each Invited User’s acts, omissions, and compliance with these Terms as if they were the Subscriber’s own. Access must be revoked promptly for terminated or unauthorized users.
AI Services Disclaimer: ORTH is provided “as is” and relies on AI models and third-party data sources that may contain errors, omissions, biases, or inaccuracies. AI Outputs are informational and educational only, are generated automatically without human review, and do not constitute professional, agronomic, veterinary, financial, legal, or other professional advice. Accuracy, reliability, timeliness, suitability, and completeness are not guaranteed. AI Outputs may not reflect local conditions, regulations, or best practices. Reliance on ORTH and any AI Outputs is entirely at the Subscriber’s own risk.
Subscriber Responsibility: The Subscriber represents and warrants that it has, and will exercise, the independent professional expertise and judgment necessary to evaluate, verify, and decide whether and how to act on any AI Output before implementing it, and will obtain qualified professional advice where appropriate. The Subscriber is solely responsible and liable for all decisions taken and actions implemented in connection with ORTH and any AI Output, and for all resulting outcomes.

License Restrictions. The Subscriber shall not, and shall not permit or enable any Invited User or third party to:

sub-license, resell, rent, lease, distribute, or otherwise make the Platform or any AI Outputs available to any third party, except as expressly permitted under an applicable plan;
copy, reproduce, modify, adapt, translate, or create derivative works of any part of the Platform or AI Outputs, except as expressly permitted;
reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, object code, model weights, model architecture, prompts, algorithms, agronomic logic, or underlying ideas, structure, or methods of the Platform, except to the limited extent this restriction is expressly prohibited by applicable law;
use, access, or view the Platform, AI Queries, AI Outputs, or any Confidential Information to design, develop, train, fine-tune, evaluate, benchmark, or otherwise build or assist in building any Competing Product, model, or dataset, or for any other Prohibited Use;
use the Platform or AI Outputs to train, improve, or augment any machine-learning model, large language model, or AI system other than as offered within the Platform;
conduct competitive analysis, benchmarking, performance testing, or feature mapping of the Platform for the benefit of any Competing Product, or disclose any such analysis to any third party;
upload false, misleading, infringing, unlawful, or manipulated data, or any data the Subscriber is not authorized to provide;
provide services to third parties using the Platform without the Service Provider’s prior written consent;
disrupt, interfere with, probe, scan, or test the vulnerability of the Platform or its security, or circumvent any usage limits, access controls, or technical protection measures;
use any robot, spider, scraper, crawler, automated script, or other automated means to access, harvest, scrape, or extract data, AI Outputs, or content from the Platform, except via approved Enterprise APIs under a separate written agreement;
remove, obscure, or alter any proprietary notices, or misrepresent the source or ownership of the Platform or AI Outputs.

Service Availability.

Target uptime: 99.9% measured monthly (per ISO service level standards), excluding scheduled maintenance and Force Majeure Events.
Scheduled maintenance: minimum 24-hour advance notice when possible, outside Business Hours when feasible.
Service levels are monitored and reported per applicable ISO standards. Targets are objectives only and do not constitute a guarantee or warranty of uninterrupted or error-free availability.

3. Subscriptions and Payments

3.1 Subscription Plans

ORTH is offered through a Free plan and several paid plans across individual and team/enterprise categories. All new users are automatically registered under the Free plan at no cost and may upgrade to a paid plan at any time. Paid individual plans are available on web (processed via Stripe), the iOS mobile application (processed via Apple In-App Purchase), and the Android mobile application (processed via Google Play Billing). Certain plans and certain billing intervals may be available only on specific channels, as indicated at the point of purchase. The features, allowances, AI models, storage, chat-memory retention, and collaboration capabilities associated with each plan are described in the Platform and may change from time to time. Annual subscriptions, where available, may include a discount as displayed at the point of purchase. Prices are not stated in these Terms and are governed by the Pricing Notice in Section 1.

3.2 Billing Cycles and Payment Processing

Fees are billed in advance on the activation date (the “Billing Date”) and on each subsequent cycle.
Auto-charge occurs on each Billing Date via supported methods (cards, Apple Pay, Google Pay, Link, PayPal, Fawry where available).
Subscriptions renew automatically unless cancelled in accordance with these Terms or the applicable app store’s settings.
Invoices are issued sequentially and include applicable Taxes where required; web billing history is available in the Stripe customer portal via the Billing tab.

3.3 Mobile In-App Purchase (IAP) Terms

If you access ORTH through the iOS or Android mobile application, any digital content, subscription, or service purchased within the app is processed via Apple’s In-App Purchase (IAP) or Google Play Billing, in accordance with Apple’s App Store Terms of Service or Google Play’s Terms of Service, as applicable to your device.
When a purchase is made using IAP, Apple or Google (depending on the platform) acts as the merchant of record, and your transaction is subject to that platform’s payment policies. We do not directly handle or store your payment information for IAP transactions.
Subscription renewals, refunds, and cancellations for purchases made through Apple or Google must be managed directly through your Apple ID account settings (iOS) or Google Play account settings (Android). We cannot issue refunds or manage billing for IAP transactions.
By purchasing through the App Store or Google Play Store, you agree to be bound by Apple’s or Google’s applicable terms and conditions.

3.4 Failed and Disputed Payments

Stripe Smart Retries up to 8 times over 15 days for web purchases.
Customers must maintain a valid payment method.
Invoices unpaid 30+ days after the Billing Date may trigger automatic cancellation and revocation of access.

3.5 Customer Communication

Emails for upcoming renewals, expiring payment methods, failed payments, and finalized invoices/credit notes.

3.6 Teams and User-Based Billing

Charges are based on the most recent user count within the billing period (metered billing).
The account holder is responsible for accurate user counts.
Adding users mid-cycle results in prorated charges.

3.7 Cancellations and Refunds

Cancel anytime via the Stripe customer portal (Billing tab) or, for IAP purchases, via the applicable app store.
Service remains active until the current period ends.
Cancellation reasons may be requested.
All fees are non-refundable to the maximum extent permitted by law, including partial periods or unused services, except where a refund is required by applicable mandatory law or by the applicable app store’s policies.

3.8 Plan Changes and Downgrades

Switch between eligible plans at any time.
Proration is applied on changes. Upgrades and additional seats are billed immediately with proration. For web purchases, Stripe’s built-in proration is used; for iOS in-app purchases, Apple’s App Store proration applies; for Android in-app purchases, Google Play Billing’s native proration (replacement mode with credit for the unused portion) applies, in each case based on the unused time remaining on the prior plan and the price difference of the new plan.
Downgrades or shorter intervals take effect at period end.
Promotion codes may be applied on updates, subject to their terms.

iOS and Android subscriptions are managed exclusively through the Apple App Store and Google Play, respectively. Subscribers who purchased via the App Store or Google Play must manage upgrades, downgrades, and cancellations directly through their respective platform’s subscription settings. AYDI TECHNOLOGIES FZCO does not have the ability to issue refunds or modify billing for purchases made through these platforms, as all such transactions are governed by Apple’s and Google’s own terms of service and refund policies.

3.9 Price Changes

We may adjust fees with at least 30 days’ notice via email or in-app notice for web-billed subscriptions; for IAP purchases, price changes are handled in accordance with the applicable app store’s policies. Continued use after a price change takes effect constitutes acceptance of the new price.

3.10 Customer Information and Payment Methods

Provide accurate billing details (name, email, address, phone, and tax registration number/Tax ID where applicable).
Payment methods are saved securely and can be updated via Stripe-hosted pages or the customer portal.

3.11 Taxes

Tax-exclusive pricing: All Access Fees and other amounts payable by the Subscriber are exclusive of Taxes, unless the applicable app store or checkout expressly states that the displayed price is tax-inclusive. The Subscriber is solely responsible for paying all Taxes arising in connection with the Subscriber’s purchase and use of the Service.
Collection: Where the Service Provider is required by law to collect or remit any Taxes (such as VAT), such Taxes will be added to the amount charged and shown where required. Where Taxes are not collected by the Service Provider or by the applicable app store, the Subscriber is responsible for self-assessing and remitting any Taxes due to the relevant authority.
Withholding / gross-up: If any amount payable to the Service Provider is subject to withholding or deduction of any Tax, the Subscriber shall gross up the payment so that the Service Provider receives the full amount it would have received had no such withholding or deduction been required. The Subscriber bears all such withholding Taxes and any related interest and penalties.
Subscriber tax indemnity: The Subscriber is responsible for the accuracy of any tax registration number, exemption certificate, or place-of-supply information it provides, and shall indemnify the Service Provider against any Taxes, interest, penalties, or costs arising from inaccurate or incomplete tax information, the Subscriber’s failure to pay Taxes for which it is responsible, or the Subscriber’s tax status or location.
Income taxes: Each party is responsible for its own income, franchise, and similar Taxes assessed on its net income.

4. Data and Privacy

Data License: Subscriber grants the Service Provider a non-exclusive, worldwide, royalty-free license to host, copy, process, and use Data to provide and improve the Service, to train and enhance models (using de-identified or anonymized data), to generate aggregated and de-identified insights and benchmarks, and to comply with legal obligations.
Data Ownership: Subscriber retains ownership of its raw Data. The Service Provider owns all processed insights, recommendations, AI Outputs, models, and derivative works, and all Intellectual Property Rights therein, excluding the Subscriber’s raw Data.
Data Security and Standards: The Service Provider applies technical and organizational measures consistent with applicable ISO and industry best practices, including encryption in transit and at rest, access controls, regular assessments/audits, and continuous monitoring. No security measures are infallible, and the Service Provider does not warrant that the Service will be free from unauthorized access.
Data Warranties: Subscriber warrants the accuracy of its Data, that it owns or is licensed to use the Data, and that the Data does not infringe third-party rights or violate any law.

5. Chat Data Storage

Storage and Retention: Chats are stored on secure servers to provide continuity and features (such as search and history). Retention can be toggled off; if disabled, future chats will not be stored. Chat-memory retention windows and storage allowances depend on the Subscriber’s active subscription plan, as described in the Platform. The Free plan retains chat memory for 30 days. On downgrading to a plan with a shorter retention window or smaller storage allowance, chats or data older than, or exceeding, the new plan’s limits may be removed from active memory.
Use for Improvement: Anonymized/aggregated chat data may be used to improve models and quality.
Privacy Controls: Chats are private by default; users may share specific chats. Deleted chats may persist up to 30 days for security/recovery.
Team Accounts: In ORTH Teams/Enterprise, the space owner sets and controls the AI chat-retention policy for the space they own, and that policy applies to all Invited Users within that space. Subject to the owner-defined retention policy, individual chats remain private unless viewed in accordance with organization policies.

6. Intellectual Property and Protection of the Platform

Ownership: All right, title, and interest in and to the Platform and the Products & Services, including all models, model weights, algorithms, prompts, agronomic logic, software, source and object code, designs, user interfaces, the structure, sequence and organization of the Service, documentation, AI Outputs (excluding the Subscriber’s raw Data), and all Intellectual Property Rights therein, belong exclusively to the Service Provider and its licensors. These Terms do not transfer any ownership to the Subscriber.
Trade Secrets and Confidentiality: The Subscriber acknowledges and agrees that the Platform embodies valuable Trade Secrets and Confidential Information of the Service Provider, that these were developed at significant expense and effort, that they are not generally known or readily ascertainable, and that the Service Provider takes reasonable measures to maintain their secrecy. The Subscriber shall hold all Confidential Information and Trade Secrets in strict confidence, shall not disclose them to any third party, and shall use them only as necessary to use the Service as permitted under these Terms.
No Copying or Competing Use: The Subscriber shall not copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive, replicate, or reconstruct any part of ORTH, its models, algorithms, prompts, agronomic logic, or the structure, sequence and organization of the Service, and shall not use ORTH, AI Queries, AI Outputs, or Confidential Information to design, develop, train, fine-tune, evaluate, benchmark, or otherwise create or assist in creating any Competing Product. Any product, model, dataset, or feature developed by or for the Subscriber in breach of this Section, and any Intellectual Property Rights therein, shall be deemed to incorporate the Service Provider’s Confidential Information and Trade Secrets, and the Subscriber shall, at the Service Provider’s election, assign such rights to the Service Provider or hold them on trust for the Service Provider.
Monitoring and Audit: The Subscriber acknowledges that the Service Provider may monitor, log, and audit use of the Platform (including account activity, query patterns, automated access, and extraction activity) to detect and investigate suspected breaches of these Terms, and that such records may be used as evidence in any proceeding. The Subscriber shall, upon the Service Provider’s reasonable request, certify in writing its compliance with Sections 2, 6, and 7 and provide reasonable information to enable verification. Nothing in this Section obliges the Service Provider to monitor, and failure to detect a breach is not a waiver.
Injunctive Relief: The Subscriber acknowledges that any breach of Sections 6 or 7 would cause the Service Provider irreparable harm for which monetary damages would be inadequate, and that the Service Provider is entitled to seek injunctive and other equitable relief (without the need to post bond, where permitted) in addition to all other remedies, and to recover its reasonable legal fees and costs of enforcement.
Agreed Compensation: Without limiting the Service Provider’s right to claim actual damages, account of profits, or other relief, the parties agree that quantifying the loss caused by a breach of the no-copying/competing-use or confidentiality obligations is inherently difficult, and that a reasonable pre-estimate of such loss is the greater of (a) the gross revenues, funding, or benefit derived by the breaching party (or any Competing Product) in connection with the breach, or (b) USD 1,000,000 (One Million United States Dollars) per breach, payable as agreed compensation. The Subscriber agrees this is a genuine pre-estimate and not a penalty. This provision is subject to any non-excludable power of a competent court or tribunal to adjust pre-agreed compensation to reflect actual loss under applicable law.
Feedback: Suggestions, ideas, or feedback provided by the Subscriber may be used by the Service Provider without compensation or attribution, and the Subscriber assigns to the Service Provider all Intellectual Property Rights in such feedback.

7. Acceptable Use and Prohibited Conduct

By registering for and using the Service, the Subscriber represents, warrants, and covenants on a continuing basis that it is not, and will not, directly or indirectly:

a developer, operator, owner, employee, contractor, agent, or investor of, or otherwise affiliated with, any business that develops or intends to develop a Competing Product, where access is sought for the purpose of, or is in fact used for, developing or informing a Competing Product;
accessing or using the Service, AI Queries, AI Outputs, or Confidential Information to design, develop, train, fine-tune, evaluate, benchmark, test, study, replicate, or assist in building any Competing Product, model, dataset, or feature;
conducting competitive intelligence, reverse engineering, prompt extraction, model extraction, scraping, or systematic data collection from the Platform;
registering or using an account under false, incomplete, or misleading identity, affiliation, or purpose information, or using another person’s account or sharing credentials without authorization;
using the Service in violation of any applicable law, sanctions, export control, or third-party rights.

The Subscriber agrees that its identity, affiliation, and stated purpose at registration, and on the Service Provider’s request thereafter, are material to the Service Provider’s decision to grant access, and that any misrepresentation constitutes a material breach. If the Subscriber is or becomes affiliated with a Competing Product, it must promptly notify the Service Provider, which may suspend or terminate access. The Service Provider may refuse, condition, suspend, or terminate access to any person it reasonably believes is engaged in a Prohibited Use, and may require identity or purpose verification as a condition of access.

8. Referral Program

The Service Provider may offer a referral program (the “Referral Program”) from time to time, on the terms displayed within the Platform.

Eligibility: Open to existing users. Referrals must be new to ORTH and subscribe to a paid plan.
Payment: Referrers may be required to provide valid card details for verification.
Rewards: The referral reward, eligibility conditions, and timing are as specified in the then-current Referral Program terms displayed in the Platform. Reward amounts are not stated in these Terms and may vary or change.
Restrictions: No self-referrals, fake accounts, spam, or automated tools. Rewards may be withheld for suspicious activity.
Changes: The program may be modified, suspended, or terminated at any time; earned rewards remain payable. Rewards are non-transferable and have no cash value except as paid out. The Service Provider is not liable for lost, delayed, or misdirected rewards due to technical issues or user error.
Other: Participants are responsible for their own Taxes and must comply with applicable Data Protection Laws (e.g., GDPR, UAE 45/2021). Data is minimized and retained only as necessary.

9. Limitations of Liability and Disclaimers

Disclaimer: The Service and all AI Outputs are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or that the Service will be uninterrupted, secure, or error-free. The Service Provider does not warrant any agricultural, agronomic, yield, financial, or other result from use of the Service.
AI Outputs — No Liability for Recommendations: AI Outputs are automated, informational, and educational only and are not professional advice. The Service Provider is not liable for any loss or damage arising from the Subscriber’s or any Invited User’s reliance on, decision based upon, or implementation of any AI Output or recommendation, including any crop loss, yield loss, reduced quality, plant or livestock loss, soil or environmental damage, regulatory non-compliance, business interruption, lost profits, lost revenue, lost data, or any direct, indirect, incidental, special, consequential, exemplary, or punitive loss, even if advised of the possibility. The Subscriber assumes all risk of acting on AI Outputs and is solely responsible for verifying them and obtaining qualified professional advice.
Limitation: To the maximum extent permitted by applicable law, the Service Provider shall not be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, and the Service Provider’s total aggregate liability arising out of or relating to the Service and these Terms shall not exceed the total Access Fees actually paid by the Subscriber to the Service Provider in the twelve (12) months immediately preceding the event giving rise to the claim.
Scope: The limitations and exclusions in this Section apply regardless of the form or theory of liability (contract, tort, statute, or otherwise), even if a remedy fails of its essential purpose, and allocate risk between the parties as a fundamental basis of the bargain. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.
Third-Party Services: The Service Provider is not liable for any data processing, privacy practices, security incidents, or service interruptions attributable to third-party Analytics Tools, or to other third-party services, app stores, payment processors, data sources (including satellite or weather providers), or network or infrastructure providers.

10. Indemnification

The Subscriber shall defend, indemnify, and hold harmless the Service Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, Taxes, and costs (including reasonable legal fees) arising out of or relating to: (i) the Subscriber’s or any Invited User’s use of the Service; (ii) any decision, action, or omission based on or relating to AI Outputs; (iii) any breach or alleged breach of these Terms, including Sections 2, 6, and 7; (iv) any Prohibited Use or development of a Competing Product; (v) the Subscriber’s Data or its infringement or violation of any third-party right or law; and (vi) any Taxes for which the Subscriber is responsible under Section 3.11. This obligation survives termination.

11. Term and Termination

Subscriber Termination: The Subscriber may terminate at any time via the Platform or the applicable app store.
Service Provider Termination: The Service Provider may suspend or terminate access immediately, without refund, for non-payment, material breach, misuse or abuse, any Prohibited Use or suspected development of a Competing Product, misrepresentation of identity or purpose, or Referral Program violations.
Effect: On termination, access ceases immediately; Data may be deleted after 30 days; no refunds are given for partial periods (except as required by mandatory law or app-store policy); and the provisions concerning Intellectual Property, Confidentiality, Trade Secrets, Acceptable Use, Limitations of Liability, Indemnification, Taxes, and Dispute Resolution survive.

12. Governing Law & Dispute Resolution

Governing Law: Except as provided in Section 12.3 (IP and Trade-Secret Claims), these Terms are governed by the laws of the United Arab Emirates, without regard to conflict-of-laws principles.
Disputes: Subject to Section 12.3, the parties shall attempt to resolve disputes through good-faith negotiations for 30 days. Failing resolution, disputes shall be finally resolved by binding arbitration administered by the Dubai International Arbitration Centre (DIAC) before a single arbitrator; the seat shall be the DIFC, Dubai; the language shall be English. The award is final and binding. The prevailing party may recover reasonable attorneys’ fees and costs. The Subscriber consents to the exclusive jurisdiction of the DIFC Courts for non-arbitrable matters or enforcement of any award.
IP and Trade-Secret Claims (U.S. enforcement): Notwithstanding Sections 12.1 and 12.2, with respect to any claim by the Service Provider arising out of or relating to its Intellectual Property, Confidential Information, or Trade Secrets, or any breach or threatened breach of Sections 6 (Intellectual Property) or 7 (Acceptable Use), including claims for injunctive relief, damages, exemplary damages, and attorneys’ fees: (a) the Service Provider may, at its sole election, bring such claim in the United States federal or state courts located in the jurisdiction where the Subscriber or relevant user resides or does business, or in any other court of competent jurisdiction; (b) such claims may be governed by and construed under United States federal law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.) and applicable U.S. state law; and (c) the Subscriber irrevocably consents to the personal jurisdiction of such courts, waives any objection based on venue or forum non conveniens, and agrees that such claims are not subject to the arbitration requirement in Section 12.2. This Section is for the Service Provider’s benefit and does not limit any remedy otherwise available to it.
DTSA Notice: Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any U.S. federal or state trade-secret law for the disclosure of a trade secret that is made (i) in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding.

13. General Provisions

These Terms constitute the entire agreement and supersede prior agreements on their subject matter.
No waiver is effective unless in writing and signed by the Service Provider; no failure or delay in exercising a right is a waiver.
If any provision is held invalid or unenforceable, the remainder stays in force and the provision shall be modified to the minimum extent necessary to be enforceable.
A Force Majeure Event excuses performance delays (except payment obligations).
The Service Provider may assign these Terms without consent; the Subscriber may not assign without the Service Provider’s prior written consent.
These Terms do not create any agency, partnership, or joint venture, and confer no rights on third parties except the indemnified parties named in Section 10.

By using ORTH, you agree to these Terms.

14. Contact Information

For questions about these Terms:

Email: legal@aydi.com