sccc by stc marketplace end-user agreement

This sccc by stc Marketplace End-User Agreement (“Agreement”) sets forth the terms and conditions governing your participation in the sccc by stc Marketplace located at https://www.sccc.sa/marketplace (“sccc by stc Marketplace”). This sccc by stc Marketplace Agreement is a legally binding agreement between you as the purchaser or user, on behalf of yourself or an entity, of the sccc by stc Marketplace (“you” or “your”) and the Saudi Cloud Computing Company (“sccc by stc”, “we”, “us”, or “our”). By using the sccc by stc Marketplace, you acknowledge and agree that you have read, understood, and agreed to be bound by this Agreement.

1. definitions

Unless otherwise defined herein, capitalized terms used in this sccc by stc Marketplace Agreement shall have the same meaning as those defined in the Saudi Cloud Computing Company Platform Terms of Use published and updated from time to time at https://www.sccc.sa/termsofuse (“Website Terms”). In the event of any conflict between this Agreement and the Website Terms, this Agreement shall control solely as it relates to the subject matter of this Agreement. In the event of any conflict between this Agreement and any other agreement you have entered with sccc by stc, this Agreement shall control. “Account” shall mean your membership account on the sccc by stc Marketplace.

2. acceptance

By applying for or registering for an Account, you accept the terms and conditions set forth in this Agreement and the Website Terms. If you do not accept all the terms and conditions set forth in this Agreement, please do not use the sccc by stc Marketplace. You irrevocably agree that sccc by stc reserves the right to take any enforcement actions against you if you breach this Agreement or the Website Terms.

3. user name and password for account

You may register a user name and password for you to use the sccc by stc Marketplace through your Account. In using your Account, you acknowledge and agree to the following: a. You shall be solely responsible for (i) maintaining the confidentiality of your user name and password and (ii) for all activities that occur under your user name and password; and b. You acknowledge that sharing of your Account with other persons, or allowing multiple users other than yourself or your business entity to use your Account may cause irreparable harm to sccc by stc and you shall indemnify sccc by stc against any loss or damages (including but not limited to loss of profits) suffered by sccc by stc as a result of such sharing of your Account. c. You hereby undertake to notify sccc by stc immediately of any unauthorized use of your Account, user name or password or any other breach of security. You further agree that sccc by stc shall not be liable to you, your end-users or any third party, for any loss or damages arising from unauthorized use of your user name or password, or any other failure by you, your employees, agents, affiliates or representatives, to comply with this Clause 3.

4. third-party licensors

a. The products on the sccc by stc Marketplace are provided to you by sccc by stc or a third-party licensor offering its or its customer’s products or services (a “Third-Party Licensor”). sccc by stc acts as an agent for the Third-Party Licensor. sccc by stc is not a party to any sales contract or user agreement between you and a Third-Party Licensor. You will be bound by any separate end user license agreements (“EULA”) or service level agreement (“SLA”) that apply to your right to use services on the sccc by stc Marketplace. You acknowledge that sccc by stc is not responsible for any content, information, data (including confidential information or personal data), or other materials that you provide on or through the services offered on the sccc by stc Marketplace. You acknowledge that EULA and SLA are solely between you and the Third-Party Licensor. sccc by stc will not be responsible for, and will not have any liability whatsoever under, any EULA, SLA, or as a result of your use of third-party services offered on the sccc by stc Marketplace. Further, sccc by stc is not liable for ensuring that a Third-Party Licensor complies with any agreements you may have entered with such Third-Party Licensor or that govern you use of a third-party service, nor is sccc by stc liable for ensuring Third-Party Licensors comply with applicable law. You acknowledge and agree that sccc by stc is a third-party beneficiary of the EULA and SLA applicable to each service on the sccc by stc Marketplace and may therefore enforce such agreements. b. The Third-Party Licensor is solely responsible for its content, maintenance, support, and warranties, as well as any claims that you may have related to its services. sccc by stc is not responsible for providing any support to you to use the services on the sccc by stc Marketplace and will not have any additional service level obligations as a result of your use of the services on the sccc by stc Marketplace. Unless otherwise stated, we are not involved in or responsible for your underlying transactions between you and any Third-Party Licensor and we are not responsible for any dispute between you and any Third-Party Licensor. c. sccc by stc will provide you with order confirmation support for software-as-a-service products and product license activation support for products purchased on the sccc by stc Marketplace. d. Upon termination of your access to a service on the sccc by stc Marketplace, storage and retrieval of any materials you submitted during your use of such Service will be governed by the applicable Third-Party Licensor’s EULA, SLA, or other terms and conditions. sccc by stc cannot guarantee that you will receive copies of your materials following termination of a service and has no control over whether a Third-Party Licensor stores or returns your materials to you upon termination of such Third-Party Licensor’s service.

5. responsibility for your content

You shall be responsible for your materials submitted through any Services on the sccc by stc Marketplace. sccc by stc is not liable for any materials you submit to any third party during your use of the sccc by stc Marketplace or any Services offered thereon. You represent and warrant that you have all the rights in your materials that are used in connection with the Services offered on the sccc by stc Marketplace, and such materials comply with all applicable laws, regulations, codes, and sanctions as set forth in Clause 7. You hereby grant to us a limited, non-exclusive, sublicensable, transferrable license to your materials provided through your use of the sccc by stc Marketplace to perform our obligations in this Agreement and use internally.

6. removal of your content

sccc by stc has the right to directly remove or require you to revise any materials submitted by you which, in the sole and absolute discretion of sccc by stc, violate any applicable law; infringe or misappropriate the rights of any third party; are deemed or alleged to be incorrect or fraudulent in nature; or may disrupt, threaten or damage the operation and functioning of the sccc by stc Marketplace. sccc by stc may at our sole discretion notify you of our awareness of such circumstances and may at our sole discretion take any relevant enforcement actions against you as deemed appropriate. You may voluntarily remove or update a portion of your materials that we notify you are problematic.

7. compliance

Your use of the sccc by stc Marketplace is subject to the Website Terms and our Privacy Policy, which is available at https://www.sccc.sa/privacypolicy. You shall comply with all applicable laws, regulations, codes, and sanctions, including all laws relating to anti-bribery and anti-corruption or of the Kingdom of Saudi Arabia and expressly including the following: a. the Cloud Computing Services Provisioning Regulations issued by the Communications, Space and Technology Commission, b. the Essential Cybersecurity Controls and Cloud Cybersecurity Controls issued by the National Cybersecurity Authority, c. the Personal Data Protection Law under Royal Decree No. (M/148), d. the E-Commerce Law, under Royal Decree No. M/126, e. any regulations issued by the regulations issued by the Saudi Data & AI Authority or the National Data Management Office, and f. regulations issued by the Zakat, Tax, and Customs Authority.

You shall have and maintain in place throughout the term of this Agreement adequate policies and procedures to establish compliance with the foregoing, will enforce them where appropriate, and will promptly report to us any request or demand for any undue financial or other advantage of any kind received in connection with the performance of this Agreement. Any breach of this Clause 7 shall be deemed a material breach of this Agreement.

8. restrictions

You agree not to exploit the sccc by stc Marketplace or services available on the sccc by stc Marketplace in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the sccc by stc Marketplace or its services other than for authorized purposes. Intellectual Property Rights protect the sccc by stc Marketplace and its services, and you agree to abide by and maintain all notices, license information, and restrictions contained therein. sccc by stc retains ownership of all its Intellectual Property Rights in the sccc by stc Marketplace, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any sccc by stc Intellectual Property Rights. “Intellectual Property Rights” shall mean: a. all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, rights in computer software, database rights, semiconductor topography rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented; b. all rights under licenses, consents, orders, statutes or otherwise in relation to any of the rights referenced in sub-paragraph (a) above; c. all rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (b) which now or in the future may subsist; d. all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and e. all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.

9. payment

Services on the sccc by stc Marketplace may be purchased either with pre-paid credit in your Account or within seven days of your purchase. Your payment method can be managed in your Account. You are responsible for ensuring that your payment information is accurate and up-to-date. If your Account has any overdue payments, you will not be able to purchase additional services and any existing services may be suspended until you have fully paid such amounts. To prevent overdue payments from affecting your services, we recommend that you complete the overdue payments at the earliest opportunity. a. If you purchase a service on the sccc by stc Marketplace using the credit method, all payments are due at the time of purchase. The total amount of the credits necessary for the purchase will be deducted from your Account. b. If you purchase a service on the sccc by stc Marketplace using a pay-later method, all payments are due within seven days of your purchase. If you fail to pay within seven days, your purchase may be suspended or terminated and you will be fully liable for any costs incurred by the Third-Party Licensor of such service.

10. sccc by stc’s rights

sccc by stc may suspend or terminate all or part of the sccc by stc Marketplace at any time in its sole discretion. sccc by stc has the right to change, upgrade, modify, limit or suspend the sccc by stc Marketplace or any related functionalities or applications at any time temporarily or permanently. You acknowledge that the sccc by stc Marketplace is provided on an “as is”, “as available” and “with all faults” basis. Subject to any specific terms of the sccc by stc Marketplace, you hereby agree that to the maximum extent permitted by applicable law, in no event shall sccc by stc be liable to you or any third parties, including Third-Party Licensors, for any inability to use the sccc by stc Marketplace (whether due to disruption, changes to or termination of the sccc by stc Marketplace or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the sccc by stc Marketplace.

11. termination

Without prejudice and in addition to its rights and remedies at law or equity, sccc by stc may suspend or terminate your Account, or limit or restrict your rights to your Account, immediately upon notice to you if, in the sole opinion of sccc by stc, you, your affiliates, your Representatives or your end-users have engaged in any of the following: a. breached this Agreement or the Website Terms; b. used the sccc by stc Marketplace in a way that poses a security or system stability risk to sccc by stc or any third party; c. used the sccc by stc Marketplace in a way that subjects, or will subject, sccc by stc or our affiliates to liability; d. engaged in any fraudulent, deceptive or unlawful act; or e. became the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings.

In the event of the termination of this Agreement for any reason whatsoever: i. you shall delete any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. in your possession which has been made available to you via the sccc by stc Marketplace; ii. without prejudice of the above, you shall return to sccc by stc or destroy, at sccc by stc’s discretion, all sccc by stc Confidential Information along with all copies, summaries and extracts thereof in your possession or under your control, whether prepared by you or others; iii. you will lose access to any materials you have provided to sccc by stc, and sccc by stc will delete such materials at sccc by stc’s sole discretion unless retention is required under applicable law; iv. the license granted by you to sccc by stc to use your materials described in Clause 5 shall continue notwithstanding such suspension or termination; and v. Clauses 5, 8 – 14, and any other clause which by reasonable implication is intended to survive termination of this Agreement shall survive the expiry or termination of this Agreement.

12. indemnification

You will defend, indemnify, and hold harmless sccc by stc, its affiliates, licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim concerning your or your end-users’: a. use or availability of your materials on the sccc by stc Marketplace; b. breach of this Agreement; or c. breach of any applicable laws or regulations.

13. disclaimers and limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE sccc by stc MARKETPLACE AND ASSOCIATED SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND sccc by stc HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, PERSONAL INJURY, PROPERTY DAMAGE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR AS TO THE sccc by stc MARKETPLACE BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, sccc by stc MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE sccc by stc MARKETPLACE.

sccc by stc SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR SAVINGS, BUSINESS INTERRUPTION, LOSS OF INFORMATION), WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE OR ANY OTHER DAMAGES RESULTING FROM ANY OF THE FOLLOWING: a. THE USE OR THE INABILITY TO USE THE sccc by stc MARKETPLACE; b. UNAUTHORIZED ACCESS BY THIRD PARTIES TO YOUR DATA OR PRIVATE INFORMATION; c. STATEMENTS OR CONDUCT OF ANY USER OF THE sccc by stc MARKETPLACE OR THIRD-PARTY LICENSOR; OR d. ANY OTHER MATTER RELATING TO THE sccc by stc MARKETPLACE HOWEVER ARISING, INCLUDING NEGLIGENCE.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT EXCEPT THE FOREGOING PARAGRAPH, THE AGGREGATE LIABILITY OF sccc by stc, ITS EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES OR ANYONE ACTING ON ITS BEHALF WITH RESPECT TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH sccc by stc MARKETPLACE OR THE USE OR INABILITY TO USE THE SAME SHALL, IF NOT OTHERWISE EXCLUDED OR LIMITED, BE LIMITED TO, IN AGGREGATE, USD $100. THE PRECEDING SENTENCE SHALL NOT PRECLUDE THE REQUIREMENT BY YOU TO PROVE ACTUAL DAMAGES. ALL CLAIMS AGAINST sccc by stc IN RESPECT OF ANY OF THE MATTERS REFERENCED IN THE FOREGOING PARAGRAPH AND THIS PARAGRAPH MUST BE FILED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION AROSE.

14. changes to this agreement

We may update or change this Agreement from time to time by sending you an updated version of this Agreement or posting it to the sccc by stc Marketplace. We may also mutually agree in writing with you to change this Agreement or any other terms or policies associated with your participation in the sccc by stc Marketplace. Your continued use of the sccc by stc Marketplace after the publication of or agreement to the amended and restated Agreement (or any other terms or policies) shall be deemed as your acceptance of such amended Agreement (or any other terms or policies).