Azon Labs Terms and Conditions

Active Clients will receive notification of material updates to these Terms via the Azon Labs Terms and Conditions mailing list. Enrollment in this mailing list is automatic for all Active Clients for the duration of their engagement.

Clients whose engagements have concluded, been suspended, or otherwise terminated are not automatically enrolled in update notifications. Former Clients may subscribe to the Terms update mailing list independently via the subscription option available at azonlabs.com/legal/terms.

Continued engagement with Azon Labs following the publication of updated Terms constitutes unconditional acceptance of the revised Terms. Where a Client holds a specific written contract with Azon Labs that explicitly states a fixed version of the Terms shall apply for the duration of that contract, the fixed version shall govern only for the scope and duration of that specific contract. All matters not covered by that contract remain subject to the current Terms.

Where Azon Labs makes a material change to these Terms, Active Clients who object to that change may terminate their engagement with thirty (30) days written notice without incurring early termination consequences under Section 21.5, provided that notice of termination is given within thirty (30) days of receiving notification of the material change.

Unless expressly stated in a separately executed written agreement, no Client holds a vested right to prior versions of these Terms. The publication of updated Terms supersedes all prior versions with respect to any ongoing or future engagement.

Access to Azon Labs services, resources, personnel, development infrastructure, and partner network requires payment of a non-refundable onboarding fee as set out in the applicable proposal or service agreement. The current standard onboarding fee is five thousand United States dollars ($5,000 USD) and grants access to Azon Labs resources for a period of three years from the onboarding date.

Azon Labs reserves the right to revise its onboarding fee at any time. Any revision applies to new engagements only and does not affect existing active engagements.

Azon Labs has no obligation to provide consultations, calls, scoping sessions, project estimates, or any other service prior to receipt of the applicable onboarding fee. Preliminary communications do not constitute a service agreement and do not create any binding obligations on the part of Azon Labs.

A proposal issued by Azon Labs that contains project scope, requirements, and deliverables constitutes a Statement of Work ("SOW") for all purposes. No separately executed SOW document is required unless explicitly agreed to in writing by both parties. Upon payment of the first invoice or deposit associated with a proposal, the Client is deemed to have accepted the proposal as the governing SOW for that engagement. Only proposals issued in writing under official Azon Labs documentation qualify as an SOW for the purposes of this section. Informal email exchanges, verbal discussions, or preliminary communications do not constitute an accepted SOW regardless of their content.

Any request to modify the scope of work outlined in an accepted proposal must be submitted in writing. Scope changes are subject to a separate change order and may result in revised timelines and additional fees. Azon Labs is not obligated to accommodate scope changes that were not part of the original accepted proposal.

Upon submission of a deliverable by Azon Labs, the Client has fourteen (14) calendar days to review the deliverable and submit a written request for revisions. Revision requests must be specific, itemized, and directly related to the requirements outlined in the accepted proposal or SOW.

Where the Client does not submit a written revision request within fourteen (14) calendar days of delivery, the deliverable is deemed accepted in full. Azon Labs has no obligation to action revision requests submitted after this period.

Revision requests submitted after the fourteen (14) day window, or requests that fall outside the original project scope, will be treated as new work and are subject to separate agreement and applicable fees.

All invoices issued by Azon Labs are delivered to the Client at the time of issuance. It is the sole responsibility of the Client to retain copies of all invoices. Azon Labs maintains internal financial records for its own statutory and accounting compliance purposes only. These records are not a record keeping service for Clients.

Azon Labs may, at its discretion, provide copies of previously issued invoices upon written request, provided that such request is made within six (6) months of the original invoice date. Requests made outside this window will not be accommodated unless required by applicable law, including for the purposes of a tax audit or statutory inquiry. Azon Labs is under no obligation to reissue, reconstruct, or recompile invoice history for any Client or former Client outside of these circumstances.

Payment terms are as specified in the applicable invoice or proposal. Where no terms are specified, payment is due within fourteen (14) calendar days of the invoice date. Outstanding balances not settled by the due date may result in suspension of services and will constitute a breach of these Terms.

Every proposal and invoice issued by Azon Labs is subject to these Terms and Conditions as published at azonlabs.com/legal/terms at the time of issuance. Payment of any invoice constitutes reaffirmation of the Client's acceptance of these Terms. Where a proposal or invoice contains terms that supplement but do not conflict with these Terms, both apply concurrently.

Intellectual property rights in any deliverable, source code, design asset, or work product created by Azon Labs transfer to the Client only upon receipt of full and complete payment of all invoices associated with that deliverable. Partial payment does not constitute full payment and does not trigger any transfer of intellectual property rights.

Where a Client has outstanding unpaid invoices at the time of termination of the engagement, all deliverables, source code, project assets, documentation, and work product associated with those unpaid invoices remain the sole and exclusive property of Azon Labs. Azon Labs reserves the right to retain, repurpose, license, or commercialize any such work product at its sole discretion without further obligation to the Client.

No license to use, reproduce, distribute, or modify any deliverable is granted until full payment has been received. Any use of deliverables by the Client prior to full payment constitutes unauthorized use and may give rise to additional claims by Azon Labs.

Azon Labs retains all rights in its pre-existing intellectual property, methodologies, frameworks, tools, libraries, and proprietary processes that it brings to or develops independently of any engagement ("Background IP"). Where Background IP is incorporated into a deliverable, Azon Labs grants the Client a limited, non-exclusive, non-transferable license to use that Background IP solely as part of the deliverable and solely for the Client's internal business purposes. No ownership of Background IP transfers to the Client under any circumstances.

Where a Client provides materials, data, content, or third-party intellectual property for incorporation into a deliverable, the Client warrants that it has all necessary rights and licenses to provide those materials and that their use by Azon Labs in connection with the engagement does not infringe any third-party rights. The Client indemnifies Azon Labs against any claim arising from Azon Labs' use of Client-provided materials in accordance with the Client's instructions.

A Client wishing to terminate an engagement must provide a minimum of thirty (30) calendar days written notice prior to the intended termination date. Notice must be submitted in writing to the designated Azon Labs contact for that engagement.

All outstanding invoices must be settled in full prior to or concurrent with the completion of offboarding. Failure to settle outstanding invoices at the time of termination constitutes a breach of these Terms and triggers the consequences set out in Section 8.4.

Where a Client provides the required notice and has no outstanding unpaid invoices at the time of termination, Azon Labs will conduct standard offboarding which includes the return of all Client data and project files in an agreed structured format (CSV or JSON for data assets, ZIP archive for project files) within fourteen (14) business days of the confirmed termination date, via secure transfer through a mutually agreed platform. Azon Labs will retain an internal copy of relevant records for its own compliance purposes. The Client will have fourteen (14) business days from the date of data return to notify Azon Labs in writing of any discrepancies in the returned data. This window applies strictly to the data package returned and does not extend to invoices, financial records, or any other administrative materials.

Where a Client terminates without providing the required thirty (30) day notice, or where outstanding invoices remain unpaid at the time of termination, or both, the following consequences apply:

1. a)

   The Client's account will be classified as suspended pending resolution of outstanding obligations.

2. b)

   Azon Labs will complete the return of Client data in the format described in Section 8.3. Upon completion of the data return, Azon Labs will destroy all internal copies held on behalf of that Client. The Client will have fourteen (14) business days from the date of data return to raise discrepancies relating to the returned data only.

3. c)

   All intellectual property associated with unpaid invoices is retained by Azon Labs in accordance with Section 7.2.

4. d)

   The Client's onboarding fee and any accrued benefits associated with it are forfeited without refund.

5. e)

   Any future engagement with Azon Labs will require payment of a reactivation fee as set out in Section 9.2 prior to any communication, consultation, or commencement of work.

Upon expiry of the fourteen (14) business day discrepancy window, the account is officially closed. Following account closure, Azon Labs has no further obligations to the former Client of any nature whatsoever. Any request for records, documentation, administrative assistance, or any other service after account closure will be treated as a new commercial engagement subject to applicable fees and the reactivation requirements of Section 9.

A former Client whose engagement concluded with proper notice and no outstanding invoices may re-engage Azon Labs without paying a new onboarding fee, provided their original onboarding period has not expired. All other Terms apply in their current form at the time of re-engagement.

A former Client whose account was suspended or closed due to failure to provide required notice, outstanding unpaid invoices, or any other breach of these Terms must pay a non-refundable reactivation fee prior to any re-engagement. The current reactivation fee is two thousand five hundred United States dollars ($2,500 USD). Upon payment of the reactivation fee, the former Client will be treated as a new engagement and standard onboarding terms will apply in full.

Azon Labs reserves the right to decline re-engagement with any former Client at its sole discretion regardless of payment of the reactivation fee.

Azon Labs retains its own internal financial and accounting records for a minimum of six (6) years in compliance with applicable Canadian Revenue Agency requirements and United States statutory retention standards. This retention is maintained solely for Azon Labs' own compliance purposes and does not constitute an obligation to provide these records to any Client or former Client.

In the course of delivering services, Azon Labs may access, process, or handle Client data including personal data, business data, CRM records, operational data, and communications ("Client Data"). Azon Labs processes Client Data solely for the purpose of delivering the agreed services and does not use Client Data for any other purpose, including improvement of Azon Labs' own products or services, without the Client's prior written consent.

Where an engagement involves the processing of personal data subject to PIPEDA, UK GDPR, CCPA, UAE PDPL, or any other applicable data protection legislation, a Data Processing Addendum ("DPA") is available upon request and must be executed prior to the commencement of any personal data processing. The DPA forms part of these Terms upon execution and governs Azon Labs' obligations as a data processor. In the absence of an executed DPA, Azon Labs' data handling obligations are governed by its Privacy Policy as published at azonlabs.com/privacy.

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the applicable federal laws of Canada, without regard to conflict of law principles. This default governing law applies to all engagements unless modified by a Jurisdictional Addendum as set out in Schedule A.

To the extent that the mandatory laws of a Client's jurisdiction of incorporation or principal place of business apply to an engagement and cannot be excluded or overridden by contract, those laws apply concurrently to matters within their specific mandatory scope. This does not displace Ontario law as the governing framework; it operates as a supplementary layer only with respect to matters it mandatorily covers.

Data processing activities conducted by Azon Labs in connection with any engagement are governed by the applicable data protection legislation of each jurisdiction in which personal data originates or is processed, including PIPEDA (Canada), UK GDPR and the Data Protection Act 2018 (United Kingdom), the CCPA/CPRA (United States — California), and UAE Federal Decree-Law No. 45 of 2021 (UAE), as applicable to each specific data flow. This operates independently of the governing law provisions of this Section.

Any dispute arising out of or in connection with these Terms shall first be submitted to good faith written negotiation between the parties for a period of thirty (30) calendar days from the date one party notifies the other of the dispute in writing. Where negotiation fails to resolve the dispute within that period, the dispute shall be submitted to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC), with the seat of arbitration in Toronto, Ontario, Canada, conducted in the English language before a sole arbitrator appointed in accordance with the ICC Rules.

The ICC arbitration award shall be final and binding and may be enforced in any court of competent jurisdiction. Nothing in this Section prevents Azon Labs from seeking emergency, interim, or injunctive relief before any court of competent jurisdiction at any time.

These Terms constitute the foundational and governing framework for all engagements with Azon Labs, regardless of what other documents are executed in connection with an engagement. Where a Client presents, requests execution of, or otherwise introduces a Client-issued Master Services Agreement, Non-Disclosure Agreement, Service Agreement, or any other instrument ("Client Contract"), the following apply without exception:

1. a)

   Execution of a Client Contract by any Azon Labs representative does not constitute agreement that the Client Contract supersedes, modifies, or displaces these Terms, either in whole or in part.

2. b)

   A Client Contract is understood and accepted by the Client as supplementary to and subordinate to these Terms.

3. c)

   These Terms govern, without contest, with respect to: payment obligations and timelines, consequences of non-payment, intellectual property ownership, retention, and transfer, limitation of liability, termination rights and offboarding procedures, and dispute resolution.

4. d)

   A Client Contract governs only with respect to subject matter not addressed in these Terms, and only to the extent it does not conflict with these Terms on that subject matter.

5. e)

   Any term in a Client Contract that purports to override, modify, or eliminate any provision of these Terms is void and of no effect unless it meets the requirements of Section 16.3.

Where a separately executed written agreement conflicts with these Terms, the separately executed agreement governs only with respect to the specific subject matter of that conflict, and only where the amendment requirements of Section 16.3 have been satisfied. All matters not explicitly addressed in the separately executed agreement remain governed by these Terms in their current form.

No employee, contractor, or representative of Azon Labs has authority to waive or modify these Terms orally or through conduct. Any purported waiver or modification that is not in writing and signed by a director or officer of Azon Labs, and which does not explicitly identify the provision being modified and the replacement terms, is void and of no effect.

No act, omission, course of dealing, or failure by Azon Labs or any of its representatives to enforce any provision of these Terms, or to object to any term in a Client Contract at the time of execution, constitutes a waiver of Azon Labs' rights under these Terms. Azon Labs may sign a Client Contract as a matter of commercial accommodation without that act constituting acceptance of the Client Contract's terms to the extent they conflict with these Terms. The rights of Azon Labs under these Terms are cumulative and not exclusive of any other rights available at law or in equity.

No employee, contractor, associate, or representative of Azon Labs has authority to agree to terms that modify, supersede, or conflict with these Terms unless they hold the title of Director or Officer of Azon Labs and the agreement is executed in writing, specifically identifying the provisions of these Terms being modified. Any purported agreement made by any other representative, regardless of their role or title, is void with respect to any modification of these Terms.

Azon Labs maintains a strict zero tolerance policy with respect to harassment, intimidation, threats, and extortion directed at any employee, contractor, officer, or representative of Azon Labs. This policy applies to all Clients, former Clients, and any individual or entity acting on their behalf.

The following conduct is strictly prohibited and will be treated as a material breach of these Terms as well as potentially actionable under applicable civil and criminal law:

1. a)

   Sending threatening, abusive, or intimidating communications to any Azon Labs personnel via any channel including email, telephone, messaging platforms, or social media.

2. b)

   Attempting to coerce, pressure, or extort Azon Labs or its personnel through threats of legal action, reputational harm, or any other means used in bad faith.

3. c)

   Directing third parties to engage in any of the above conduct on behalf of a Client or former Client.

Where prohibited conduct occurs, Azon Labs reserves the right to immediately terminate the engagement without notice or refund, preserve all records of such conduct, and pursue all available civil and criminal remedies under applicable law.

Azon Labs may exercise the public disclosure right set out in Section 18.2 where a former Client meets all of the following conditions simultaneously:

1. a)

   The former Client has outstanding unpaid invoices to Azon Labs in an aggregate amount exceeding five thousand United States dollars ($5,000 USD), and

2. b)

   Those invoices have remained unpaid for a continuous period of six (6) months or more from their respective due dates, and

3. c)

   The former Client is actively distributing, selling, licensing, or otherwise commercializing software, products, or deliverables that incorporate work product developed by Azon Labs for which full payment has not been received.

Where all three conditions in Section 18.1 are satisfied, and following the notice process in Section 18.3, Azon Labs reserves the right to publish factual information regarding the former Client on its public disclosure page at azonlabs.com/legal/disclosure. Such disclosure may include the name of the company or individual, the amount of outstanding invoices, the duration of non-payment, and a factual description of the nature of the dispute. All information published will be factual, accurate, and based on documented records retained by Azon Labs.

Prior to publishing any disclosure under Section 18.2, Azon Labs will provide the former Client with written notice of its intention to publish, delivered to the former Client's last known email address. The former Client will have fourteen (14) calendar days from the date of that notice to settle all outstanding invoices in full or enter into a written payment arrangement with Azon Labs. Where the former Client settles in full or enters into an agreed payment arrangement within that window, Azon Labs will not proceed with publication at that time. Where no settlement or arrangement is made within the fourteen (14) day window, Azon Labs may proceed with publication.

In addition to public disclosure, Azon Labs reserves the right to pursue all available legal remedies including but not limited to civil claims for breach of contract, unjust enrichment, and misappropriation of intellectual property, as well as referral to relevant law enforcement authorities where applicable criminal statutes may apply. The pursuit of legal remedies does not preclude public disclosure and public disclosure does not constitute an election of remedies.

A public disclosure entry may be removed at the sole discretion of Azon Labs upon full settlement of all outstanding invoices and execution of a written resolution agreement. Removal is not automatic upon payment and is subject to Azon Labs' internal review process.

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with an engagement, whether disclosed in writing, orally, visually, or by any other means, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. For Azon Labs, Confidential Information includes but is not limited to its methodologies, tools, pricing, internal processes, and proprietary systems. For the Client, Confidential Information includes but is not limited to its business data, CRM data, pipeline information, customer data, financial records, and operational workflows.

Each party agrees to: hold the other party's Confidential Information in strict confidence; use the other party's Confidential Information only for the purposes of the engagement; not disclose the other party's Confidential Information to any third party without prior written consent, except to its own employees, contractors, or advisors who need to know it for the purposes of the engagement and who are bound by confidentiality obligations at least as protective as those in this Section.

Confidentiality obligations do not apply to information that: is or becomes publicly available through no fault of the Receiving Party; was already known to the Receiving Party at the time of disclosure without restriction; is independently developed by the Receiving Party without use of the Confidential Information; or is required to be disclosed by applicable law, court order, or regulatory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates with the Disclosing Party in seeking a protective order where possible.

Confidentiality obligations under this Section survive the termination or expiry of an engagement for a period of three (3) years from the date of termination or expiry.

Azon Labs provides its services with reasonable skill and care. Except where expressly stated in a separately executed written agreement, all services are provided on an "as is" basis. Azon Labs does not warrant that its services will be error-free, uninterrupted, or that any particular outcome or result will be achieved. To the maximum extent permitted by applicable law, Azon Labs disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to its services.

Where services include the design, development, or deployment of artificial intelligence systems, agentic workflows, or automated decision-making tools, the Client acknowledges and agrees that: AI outputs are probabilistic in nature and are not guaranteed to be accurate, complete, or error-free; the Client is responsible for implementing appropriate human oversight of any AI-generated actions or outputs before they are executed or relied upon; the performance of AI systems may be affected by changes to underlying third-party model providers (including but not limited to API changes, model updates, or service discontinuations) which are outside Azon Labs' control; and Azon Labs is not liable for decisions made by the Client in reliance on AI outputs without appropriate human review.

This Section applies to all Azon Labs software products, applications, tools, and platforms made available by Azon Labs, including OpenClaw Launcher and any other product offered under the Azon Labs brand or by any entity within the Azon Labs group ("Products"). Where a conflict exists between this Section and any other provision of these Terms with respect to a Product engagement, this Section governs.

Subject to these Terms and payment of applicable fees, Azon Labs grants the Client or end user a limited, non-exclusive, non-transferable, revocable license to install and use the Product for its intended purpose during the applicable license term. No ownership rights in the Product are transferred. The Product remains the sole and exclusive intellectual property of Azon Labs at all times.

The Client may use the Product for its intended personal or internal business purpose only. The Client may not:

1. a)

   Sublicense, resell, or distribute the Product or any component thereof without prior written consent from Azon Labs;

2. b)

   Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Product;

3. c)

   Modify, adapt, or create derivative works based on the Product;

4. d)

   Use the Product in any manner that violates applicable law or these Terms;

5. e)

   Remove or obscure any proprietary notices, branding, or labels on the Product.

Azon Labs provides Products on an "as is" and "as available" basis. Azon Labs does not warrant that any Product will be error-free, uninterrupted, or free from defects. To the maximum extent permitted by applicable law, Azon Labs disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement with respect to its Products. Where a specific Service Level Agreement or uptime commitment is separately agreed in writing, that document governs availability obligations for the relevant Product.

Azon Labs may release updates, patches, or new versions of a Product at its discretion. Azon Labs is not obligated to maintain support for prior versions of any Product following the release of a successor version, except where a specific support commitment has been made in writing. Updates may include changes to features and functionality without constituting a material change to these Terms.

Product fees are as set out in the applicable product listing, checkout page, or written proposal at the time of purchase. Unless otherwise specified in a product-specific agreement or required by applicable consumer protection law:

1. a)

   All product license fees are non-refundable once the license has been activated or the product downloaded or accessed;

2. b)

   Subscription-based product fees are billed in advance for the applicable subscription period and are non-refundable for unused portions of that period upon cancellation;

3. c)

   Where applicable law in the Client's jurisdiction mandates a refund or cooling-off right that cannot be excluded by contract, that right applies to the extent mandated.

Azon Labs may suspend or terminate a Client's product license immediately upon written notice where:

1. a)

   The Client breaches any provision of this Section or these Terms and fails to remedy that breach within seven (7) calendar days of written notice;

2. b)

   Product fees remain unpaid beyond the applicable payment due date;

3. c)

   Azon Labs reasonably determines that the Client's use of the Product poses a security, legal, or reputational risk to Azon Labs or its other users.

Upon termination, the license granted under Section 22.2 immediately revokes and the Client must cease all use of the Product.

A "Long-Term Engagement" means any engagement with an agreed initial term of twelve (12) months or more, or any fixed-scope engagement with a defined delivery timeline of twelve (12) months or more, as specified in the applicable proposal or SOW.

Where a Long-Term Engagement specifies a fixed monthly or periodic fee, that fee is locked for the first twelve (12) months of the engagement. Thereafter, Azon Labs reserves the right to adjust fees annually by the greater of three percent (3%) or the percentage increase in the Consumer Price Index for the governing jurisdiction over the preceding twelve (12) months. Azon Labs will provide the Client with a minimum of sixty (60) calendar days written notice prior to any fee adjustment taking effect. Where a Client does not accept the adjusted fee, they may terminate the engagement with thirty (30) days written notice without incurring early termination consequences under Section 23.5, provided notice is given within thirty (30) days of receiving the fee adjustment notification.

Unless either party provides written notice of non-renewal at least sixty (60) calendar days prior to the end of the applicable term, a Long-Term Engagement automatically renews for successive periods equal to the original term, subject to any fee adjustment under Section 23.2.

Where a Long-Term Engagement involves defined milestones, deliverables associated with each milestone are governed by the delivery and acceptance provisions of Section 5. Payment for each milestone becomes due upon delivery of the applicable milestone deliverable regardless of whether downstream milestones have been completed.

Where a milestone is delayed due to the Client's failure to provide required access, approvals, materials, credentials, or timely feedback, the delivery timeline for that milestone and all subsequent milestones is extended by the duration of the Client-caused delay. Azon Labs is not in breach of its delivery obligations for delays attributable to Client inaction.

Where a Client terminates a Long-Term Engagement before the end of the agreed term for reasons other than Azon Labs' material breach, the following apply:

1. a)

   The Client remains liable for fees attributable to all work completed or in progress at the date of termination;

2. b)

   An early termination fee equal to two (2) months of the applicable periodic fee, or the pro-rata equivalent of remaining fixed fees for fixed-scope engagements, becomes immediately due and payable;

3. c)

   All intellectual property provisions of Section 7 apply in full with respect to any unpaid invoices outstanding at termination.

Long-Term Engagements are subject to an annual scope review at the twelve (12) month mark and each anniversary thereafter. Either party may request adjustments to scope, deliverables, or fees at each review. Adjustments require written agreement from both parties. In the absence of a written scope amendment, the original SOW governs.

Scope drift — where the Client requests work that materially exceeds the original SOW without formal amendment — entitles Azon Labs to invoice for the additional work at its then-current standard rates, whether or not Azon Labs raised an objection at the time the additional work was performed.

Where a Long-Term Engagement relies on the involvement of specific named Azon Labs personnel, Azon Labs will use reasonable efforts to maintain that personnel continuity. Azon Labs reserves the right to reassign personnel and substitute suitably qualified replacements where necessary. Personnel continuity is not a guaranteed contractual commitment unless explicitly agreed in a separately executed written addendum.

During a Long-Term Engagement and for a period of twelve (12) months following its conclusion, the Client shall not directly or indirectly solicit, recruit, hire, or engage any employee, contractor, or subcontractor of Azon Labs who was involved in the delivery of that engagement, without Azon Labs' prior written consent. Breach of this provision entitles Azon Labs to a fee equivalent to twelve (12) months of that individual's last applicable billing rate with Azon Labs.

Azon Labs maintains a United States entity through which it conducts its US operations. Engagements with US-based Clients are subject to applicable US federal and state law as it applies mandatorily to those engagements, managed through Azon Labs' US incorporated entity. ICC arbitration awards issued under Section 13.4 of these Terms are enforceable in the United States under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, to which both Canada and the United States are signatories.

Where a Client is incorporated or has its principal place of business in the United Kingdom, the following apply in addition to the main Terms:

1. a)

   UK GDPR. UK GDPR and the Data Protection Act 2018 apply to all processing of personal data originating from UK data subjects. Azon Labs processes such data as a Data Processor acting on the Client's instructions as Data Controller. A Data Processing Addendum compliant with UK GDPR Article 28 must be executed prior to any processing of UK personal data. The DPA is available upon request from legal@azonlabs.com.

2. b)

   Unfair Contract Terms. The limitation of liability provisions in Section 12 are subject to the reasonableness test under the Unfair Contract Terms Act 1977 and shall be read as applying only where reasonable in the circumstances of the specific engagement.

3. c)

   Anti-Corruption. Both parties represent and warrant that they will comply with the UK Bribery Act 2010 and all applicable anti-corruption legislation in connection with any engagement, and will not offer, pay, or receive any bribe, facilitation payment, or improper inducement in connection with the engagement.

4. d)

   Enforcement. ICC arbitration awards issued under Section 13.4 of these Terms are enforceable in England and Wales under the Arbitration Act 1996 and the New York Convention.

Where a Client is incorporated or has its principal place of business in the UAE, including entities registered in the DIFC, the following apply in addition to the main Terms:

1. a)

   UAE Data Protection. UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection (PDPL) applies to the processing of personal data of UAE residents. Azon Labs processes such data in compliance with the PDPL and a Data Processing Addendum is available upon request.

2. b)

   DIFC Clients. Where the Client is registered in the Dubai International Financial Centre, DIFC Law No. 5 of 2020 (Data Protection Law) applies additionally to the processing of personal data. Engagements conducted through Azon Labs' DIFC office are additionally subject to DIFC contract law to the extent it applies mandatorily.

3. c)

   Enforcement. ICC arbitration awards issued under Section 13.4 are enforceable in the UAE in accordance with the UAE's accession to the New York Convention and applicable UAE federal arbitration law.