‍1. Parties to this Agreement

‍This Agreement is a contract between you (“you”, “your”) and Spades App FZ-LLC (“Spades”, “we”, “us”, “our”) (each individually a “Party”, and collectively the “Parties”.

This Agreement is a legally binding agreement between you and Spades governing your non-transferrable (unless with our prior written consent) use of Spades Services, including use of the Spades website, and any features and products that Spades may make available to you through the Spades application or website (collectively, the “Services”). We may transfer or assign this Agreement, and any rights under this Agreement, to a third party without notice to you or without your consent.

‍2. The Services

Spades provides Services that allow merchants to offer consumers the ability to pay for their bill on their smartphone. Consumers can scan a QR, review the bill, split the bill, add a tip and finally pay. They can also access their account to see their bills summary.

‍3. Eligibility

The Services are intended solely for natural persons that are eighteen (18 years of age) and any registration by, use of, or access to, the Services by any person under 18 is unauthorized, unlicensed and in violation of these Terms of Service. By using the Services, you represent and warrant that you are at least 18 years old or are of legal age.

‍4. Changes to this Agreement

We may amend this Agreement from time to time. If we make any changes to this Agreement that we deem to be material, we will notify you in advance of such changes via the email address associated with your Account. If you do not have a Spades Account, it is your responsibility to review this Agreement, available on the Spades website from time to time to see if it has changed. If you do not agree with the changes, do not use the Services.

‍5. Spades Accounts

5.1 You will need your own Spades account (each, an “Account”) to use certain Services. Each person may only hold one Spades Account.

5.2 In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on or through the Services or otherwise requested by Spades (“Registration Data”); (b) maintain the confidentiality and security of your password and identification and agree to accept responsibility for all activities that occur with your permission under your account or password; (c) maintain and promptly update the Registration Data, and any other information you provide to Spades, to keep it accurate, current and complete; (d) promptly notify Spades regarding any material changes to information or circumstances that could affect your eligibility to continue to use the Services or the terms on which you use the Services; and (e) be fully responsible for all use of your Account and for any actions that take place using your Account.

5.3 If your password is lost or stolen, or if you believe there has been unauthorized access to your Account by third parties, please notify us immediately and change your password as soon as possible.

5.4 You may request to close your Account at any time by contacting us at customersupport@spadesapp.io. Your request may take up to 30 business days to process. If any payment transaction to Spades is pending, your Account will not be closed by Spades until that payment has been made, but we may limit your ability to make additional transactions using your Account. You may not close your Account to evade an investigation. You will remain liable for all obligations related to your Account even after the account is closed. Spades will retain your information in accordance with our Privacy Policy (available on Spades website) and any applicable law, rule or regulation.

‍6. Verification and Privacy

6.1 You agree to provide any information or documentation reasonably requested by us to verify your identity in connection with your Spades Account or any use of Spades Services, and you authorize us to make, directly or through third parties, any inquiries we consider necessary to verify your identity. Spades reserves the right to close, suspend or limit access to the Services in the event we are unable to obtain or verify any of this information to our satisfaction.

6.2 You agree that we may make any inquiries to assess your eligibility to use the services including of third parties.

‍7. Prohibited Activities

‍7.1 You agree not to use the Services for any unlawful or fraudulent activity and to immediately contact us if you believe that your Account may be subject to unauthorized use, account takeover or other type of fraudulent activity or security breach. By using the Services, you agree that you will not and will not assist or enable others to do any of the following:

(a) Breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or agreements with us, including this Agreement;

(b) Provide false, inaccurate or misleading information to us;

(c) Provide information belonging to any person other than yourself;

(d) Use a Spades Account that belongs to another person for yourself or on behalf of another person;

(e) Use any device, software, routine, file or other tool or technology, including but not limited to any viruses, trojan horses, worms, time bombs or cancelbots, intended to damage or interfere with the Services or to surreptitiously intercept or expropriate any system, data or personal information from the Services;

(f) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to denial of service attacks, “spam” or any other such unsolicited overload technique; or

(g) Commit unauthorized use of the Services, including but not limited to unauthorized entry into our systems, misuse of passwords, or misuse of any information posted to the Services.

‍8. Intellectual Property

‍All content included in or made available through the Services, such as text, graphics, logos, button icons, images, digital downloads, data compilations, and software is protected under applicable copyrights, trademarks and other proprietary rights (including but not limited to intellectual property rights) are owned by Spades or one of its affiliates. The copying, redistribution, use or publication by you of any part of the Services, unless expressly permitted in this Agreement, is strictly prohibited. Use of the Services does not give you ownership of any intellectual property rights in any of the content, documents or other materials you access. The posting of information or materials on the Services does not constitute a waiver of any right in such information and materials.

‍9. Trademark

Trademarks, service marks and logos (the “Trademarks”) used and displayed on the Services are registered and unregistered Trademarks of Spades. Other trademarks, service marks and trade names may be owned by others. Nothing on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark or any other Spades intellectual property displayed on the Services. The name “Spades” and any other Trademarks shall not be used by you in any way, including in advertising or publicity pertaining to distribution of materials on the Services, without prior written permission from Spades.

‍10. Consent to Electronic Communications

10.1 By clicking to accept this Agreement, you are deemed to have executed this Agreement electronically. You consent to electronically receive and access via email or your Spades Account all records, disclosures and notices related to your Account or the Services that we would otherwise be required to provide to you in paper form. Your consent to receive records, disclosures and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records, disclosures and notices electronically at any time by sending an email to legal@spadesapp.io with “Revoke Electronic Consent” in the subject line. Any withdrawal of your consent to receive records, disclosures and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. If you fail to provide or if you withdraw your consent to receive communications electronically, Spades reserves the right to restrict, deactivate or close your Account.

10.2 To ensure that we are able to provide communications to you electronically, you agree to notify us immediately of any change in your email address by updating your Spades Account or by contacting us via email.

10.3 To view and retain a copy of this Agreement and other communications from us, you will need a device (such as a computer or mobile phone) with a web browser and internet access and either a printer or local or cloud-based storage space. By accepting and agreeing to this Agreement electronically, you represent that (a) you have read and understand the above consent to receive records and notices electronically; (b) you satisfy the minimum hardware and software requirements specified in this Section 10.3; and (c) your consent will remain in effect until you withdraw your consent as specified above in Section 10.1.

10.4 For a paper copy of this Agreement or other communications provided by us to you, you may send an email to legal@spadesapp.io with contact information and the address for delivery.

‍11. Short Message Service (“SMS”) Communications

11.1 If you choose to open an Account, Spades may send you SMS messages. You agree to receive SMS messages to each telephone number provided by you to Spades, regardless of whether such telephone number is on a corporate, state or federal do-not-call registry. You certify, represent and warrant that the telephone number that you have provided to us is your number and not someone else’s. You represent that you are permitted to receive SMS at the telephone number you have provided to us. You agree to alert us whenever you stop using a particular telephone number.

11.2 Any such SMS messages sent to you by Spades will be to verify your phone number or provide an OTP password to connect to your account – Spades will not send you advertisements or marketing-related SMS. You understand that such SMS may be placed using an automatic telephone dialing system or may include automated SMS messages. You agree that you are responsible for any message, data rates or fees that your telephone service provider charges in relation to SMS messages sent and received by you. If you have any questions regarding those rates, please contact your wireless carrier

11.3 By entering your mobile number, you agree to receive text messages for service notifications and verification codes from Spades. Message frequency will vary. Reply HELP for help, STOP to stop (or cancel). Standard Message & Data rates may apply. We do not sell your data. Carriers are not liable for delayed or undelivered messages.

‍12. Applicable Law and Jurisdiction

Except as expressly provided otherwise, this Agreement is governed by, and will be construed under, the laws of Dubai International Financial Centre. Judicial proceedings (other than small claims actions) that are excluded from this agreement to arbitrate must be brought in DIFC Courts.

‍13. Indemnification

You agree to release, indemnify and hold harmless us, our affiliates, and our and their respective officers, directors, employees and agents from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use your Spades Account or the Services; (b) your breach or alleged breach of this Agreement; (c) your violation of any rights of a third party, including but not limited to any negligent or willful misconduct of your employees, contractors, or agents, or a breach of any contracts or other relationships between you and third parties; (d) your violation of any applicable law; or (e) your failure to provide and maintain true, accurate, current and complete information in your Spades Account. You shall cooperate as fully as reasonably required in the defense of any such claim. Spades reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree not to settle any matter without the prior written consent of Spades. For the avoidance of doubt, this indemnification, defense and hold harmless obligation will survive these Terms of Use and the termination of your use of the Services.

‍14. Miscellaneous

14.1 This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Services-related materials obtained from us or Spades and paying all amounts you owe (including any fees or expenses incurred) in full. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from us if, in our sole discretion, you fail to comply with any term or provision of this Agreement.

14.2 If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and shall be binding upon the parties and shall be enforceable, as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.

14.3 The failure of Spades to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance.

14.4 The following provisions of this Agreement shall survive termination of your use or access to the Services: the sections concerning Dispute Resolution, Applicable Law and Jurisdiction, Limitation of Liability, Indemnification, Disclaimer of Warranties, and Miscellaneous, and any other provision that by its terms survives termination of your use or access to the Services.

14.5 This Agreement constitutes and contains the entire agreement between you and us with respect to the subject matter hereof and supersede any prior or contemporaneous oral or written agreements. You and we acknowledge and agree that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

‍15. Questions

If you have any questions, complaints or claims with respect to the Services, please contact us at contact@spadesapp.io. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.