Terms of Service

1. Introduction

These Terms of Service and Conditions ("Terms") govern your access to and use of the Impera AI platform and associated services provided by Impera AI FZ-LLC, a company incorporated and registered under the regulations of the Ras Al Khaimah Economic Zone (RAKEZ), United Arab Emirates (License No. 47027483), with its registered office at VUET2293, Compass Building, Al Hulaila Industrial Zone-FZ, Ras Al Khaimah, UAE ("Impera AI", "we", "us", or "our").

By accessing or using the platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the platform.

The Impera AI platform is provided exclusively for business-to-business (B2B) use. By entering into an agreement with us, you represent that you are accessing the platform on behalf of a legal entity and that you have authority to bind that entity to these Terms.

2. Definitions

In these Terms, the following definitions apply:

• "Platform" means the Impera AI software platform, infrastructure, tools, APIs, and associated systems made available to the Client under a Subscription.
• "Services" means the AI-powered commercial growth services delivered through or in connection with the Platform, including configuration, onboarding, and ongoing support as agreed in an Order Form or Statement of Work.
• "Client" means the business entity that has entered into a Subscription agreement with Impera AI.
• "Agreement" means the binding contract between Impera AI and the Client, comprising these Terms together with any Order Form, Statement of Work, or other written agreement referencing these Terms.
• "Subscription" means the Client's right to access and use the Platform for the term and scope set out in the applicable Order Form or Statement of Work.

3. Services

Impera AI provides an AI-powered commercial growth infrastructure platform designed to support B2B businesses across their full revenue cycle. The Services may include, depending on the agreed scope:

• AI-driven enquiry capture and lead qualification
• Marketing automation and outreach workflows
• Sales call intelligence and conversation analysis
• Commercial growth planning and pipeline analytics
• Workflow automation and systems integration

All Services are configured specifically for each Client based on the scope agreed in the applicable Order Form or Statement of Work. Impera AI does not provide generic, off-the-shelf access without prior configuration and onboarding.

We reserve the right to update, modify, or discontinue features of the Platform at any time, provided that such changes do not materially reduce the functionality available to the Client during an active Subscription term without reasonable notice.

4. Subscription & Payment

Access to the Platform is provided on a subscription basis. Fees, payment schedules, and scope are as set out in the applicable Order Form or Statement of Work agreed between the parties.

• Invoices are due and payable within 14 days of the invoice date, unless otherwise agreed in writing.
• Late or non-payment may result in suspension of the Client's access to the Platform without further notice.
• All fees are quoted and payable in United States Dollars (USD) unless an alternative currency is expressly agreed in writing.
• Subscription fees are non-refundable. No refunds or credits will be issued for partial subscription months, unused periods, or early termination by the Client.
• Impera AI reserves the right to adjust its pricing on renewal of a Subscription, subject to providing reasonable advance notice to the Client.

5. Client Obligations

The Client agrees to the following obligations as a condition of accessing and using the Platform:

• Provide accurate, complete, and up-to-date information as required for onboarding and ongoing use of the Platform.
• Ensure that all authorised users of the Platform comply with these Terms and any applicable usage policies.
• Not share access credentials, login details, or API keys with any unauthorised third party.
• Be solely responsible for ensuring that all use of the Platform by the Client and its authorised users is lawful and compliant with applicable laws and regulations.
• Not attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code or underlying algorithms of the Platform.
• Not resell, sublicense, distribute, or otherwise make the Platform available to any third party without prior written consent from Impera AI.
• Not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of it.

6. Intellectual Property

Impera AI retains all intellectual property rights in and to the Platform, including all software, algorithms, models, workflows, documentation, and proprietary methodologies. Nothing in these Terms transfers any intellectual property rights in the Platform to the Client.

The Client retains all intellectual property rights in and to its own data, content, and materials submitted to or processed through the Platform ("Client Data").

By using the Platform, the Client grants Impera AI a non-exclusive, royalty-free licence to access, process, and use Client Data solely to the extent necessary to deliver the Services under the Agreement. This licence does not extend to any use of Client Data for Impera AI's own commercial purposes beyond service delivery.

7. Data & Privacy

Impera AI processes Client Data in accordance with its Privacy Policy, which is incorporated into these Terms by reference. The Client should review the Privacy Policy to understand how data is collected, used, stored, and protected.

The Client is solely responsible for ensuring that it has a lawful basis for submitting any personal data to the Platform and for complying with all applicable data protection legislation, including but not limited to the UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection and any other applicable privacy laws.

Where required under applicable law, the parties agree to enter into a separate data processing agreement ("DPA") governing the processing of personal data. In the event of any conflict between the DPA and these Terms, the DPA shall prevail in respect of data protection matters.

8. Confidentiality

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

Each Receiving Party agrees to:

• Use Confidential Information only for the purpose of performing its obligations or exercising its rights under the Agreement.
• Disclose Confidential Information only to employees, contractors, or advisers who have a need to know and are bound by obligations of confidentiality no less protective than those set out herein.
• Protect Confidential Information using reasonable security measures, at least equivalent to those used to protect its own confidential information of similar sensitivity.

The obligations of confidentiality in this clause shall survive termination or expiry of the Agreement for a period of three (3) years.

9. Limitation of Liability

The Platform is provided "as is" and "as available". Impera AI does not warrant that the Platform will be error-free, uninterrupted, or free from security vulnerabilities. To the maximum extent permitted by applicable law, Impera AI expressly disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Impera AI makes no guarantee of specific commercial outcomes, revenue growth, lead generation results, or other business metrics arising from use of the Platform. Commercial results depend on factors outside Impera AI's control, including the Client's business, market conditions, and sales processes.

To the maximum extent permitted by law, Impera AI's total aggregate liability to the Client arising out of or in connection with the Agreement — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to Impera AI in the three (3) calendar months immediately preceding the event giving rise to the claim.

In no event shall Impera AI be liable for any indirect, incidental, special, consequential, exemplary, or punitive loss or damage, including loss of profits, loss of revenue, loss of data, loss of business, or loss of goodwill, even if Impera AI has been advised of the possibility of such damages.

10. Term & Termination

The Agreement commences on the date of execution of the applicable Order Form or Statement of Work and continues for the Subscription term specified therein.

Auto-Renewal

Unless either party provides written notice of non-renewal at least 30 days before the end of the then-current Subscription term, the Subscription will automatically renew for successive periods of equivalent duration at the then-current pricing.

Termination for Cause

Either party may terminate the Agreement for material breach by the other party by giving written notice specifying the breach. If the breaching party fails to remedy the breach within 30 days of receiving such notice, the non-breaching party may terminate the Agreement with immediate effect.

Suspension for Non-Payment

Impera AI reserves the right to suspend the Client's access to the Platform if any invoice remains outstanding beyond the payment due date. Suspension does not relieve the Client of its obligation to pay outstanding amounts.

Effect of Termination

Upon termination or expiry of the Agreement, the Client's right to access and use the Platform ceases immediately. Each party shall promptly return or destroy the other party's Confidential Information upon request. Clauses that by their nature should survive termination — including Confidentiality, Intellectual Property, Limitation of Liability, and Governing Law — shall remain in full force.

11. Governing Law

These Terms and the Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Ras Al Khaimah.

Any dispute, claim, or controversy arising out of or in connection with these Terms or the Agreement — including any question regarding its existence, validity, or termination — shall be subject to the exclusive jurisdiction of the courts of Ras Al Khaimah, UAE. Each party irrevocably submits to that jurisdiction.

12. Changes to These Terms

Impera AI may update or amend these Terms from time to time. For material changes, we will provide at least 30 days' written notice to the Client (by email or notification within the Platform) before the changes take effect.

Continued use of the Platform after the effective date of any updated Terms constitutes the Client's acceptance of the revised Terms. If the Client does not agree to the updated Terms, it must discontinue use of the Platform and notify Impera AI in writing before the effective date.

13. Contact

If you have any questions about these Terms, or wish to correspond with us regarding a legal matter, please contact us:

• Email: legal@impera.ai
• Postal address: Impera AI FZ-LLC, VUET2293, Compass Building, Al Hulaila Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates