SOFTWARE SERVICE PROVIDER AND MERCHANT AGREEMENT

This Software Service Provider and Merchant Agreement (the "Agreement") is made effective as of [Date], (the "Effective Date"), by and between Tawla Portal Co. L.L.C (hereafter referred to as "Tawla"), and [The Agreeing Merchant] (hereafter referred to as "Merchant").

RECITALS

WHEREAS Tawla provides software and technology services to connect merchants with mobile app users for the purpose of promoting restaurants and venues.

WHEREAS Merchant desires to utilize Tawla's software services to promote their restaurant or venue to mobile app users.

WHEREAS Tawla agrees to provide the services to the Merchant under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, the parties agree as follows:

1. SERVICES PROVIDED BY TAWLA

Tawla shall provide the Merchant with the use of its mobile app for the restaurants and venues directory. The app will provide the Merchant's contact details, location, menu, any other details, and any discounts or offers published by the Merchant and approved by Tawla. Tawla will also provide customer support for the app.

2. PAYMENT

Tawla provides its services free of charge for the Merchant. However, Tawla reserves the right to introduce optional paid services in the future. If Tawla decides to introduce paid services, it will notify the Merchant in writing, and the parties will mutually agree on the payment methods.

3. OWNERSHIP AND USE OF DATA

The Merchant acknowledges that Tawla may collect and store data related to Merchant's business, including but not limited to contact details, location, and menu. The Merchant grants Tawla the right to use the data for the purpose of providing the services to the Merchant.

4. CONFIDENTIALITY

The parties shall keep confidential any information disclosed to each other under this Agreement, including but not limited to the terms and conditions of this Agreement, the software used by Tawla, and any data collected by Tawla related to the Merchant's business.

5. RENEWAL
This agreement shall remain valid for a period of one year from the acceptance date and shall be automatically renewed unless either party terminates it.

6. TERMINATION

Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Tawla shall discontinue its services to the Merchant.

7. INDEMNIFICATION

The Merchant agrees to indemnify and hold Tawla harmless from any and all claims, damages, and expenses, including but not limited to attorneys' fees, arising from or related to Merchant's use of the Tawla services.

8.  MERCHANT FOOD HEALTH STANDARDS & LIABILITIES
a) The Merchant agrees to comply with all local governing health regulations for food preparation and ensure that all food and beverage are provided to guests. The Merchant acknowledges that violating these standards may result in immediate termination of this Agreement. Furthermore, Tawla will not be held responsible for any food and beverage-related complaints made by guests, as these complaints should be addressed directly between the guest and the Merchant or by involving the relevant authorities. The same rules apply to venue hygiene.
b) Tawla will not be held responsible for any direct issues or conflicts between guests and Merchants.

9. OFFERS & DISCOUNT

a) Offers & Discounts description.

Tawla provides a platform for merchants to publish and promote their offers and discounts. By publishing an offer on our platform, the merchant agrees to commit and fulfill the offers as advertised to Tawla customers.

b) Same-Day Offers:

Any offers or discounts scheduled for the current day or previous dates cannot be edited or deleted by the merchant. The merchant must honor these offers and provide them to Tawla customers as specified in the published details.

c) Future-Dated Offers:

Merchants have the flexibility to edit or modify offers or discounts scheduled for future dates. However, it is the merchant's responsibility to ensure that any changes made to future-dated offers comply with applicable laws and regulations.

d) Liability:

The merchant acknowledges and agrees that they are fully liable for fulfilling the offers published on Tawla. Any disputes, issues, or complaints arising from the failure to fulfill offers will be the sole responsibility of the merchant, and Tawla shall not be held liable for any losses or damages incurred.

e) Offer Accuracy:

The merchant is responsible for ensuring the accuracy and validity of the offers or discounts published on Tawla. It is essential to provide complete and accurate information about the offer, including terms, conditions, availability, and any restrictions that may apply.

f) Modifications and Removal of Offers:

Tawla reserves the right to review, modify, or remove any offer or discount published on the platform if it violates our guidelines, terms, or applicable laws. In such cases, Tawla will make reasonable efforts to notify the merchant about the changes or removal.

g) Compliance with Laws:

Merchants are expected to comply with all relevant laws, regulations, and industry standards regarding offers, discounts, and promotions. This includes compliance with pricing, advertising, and consumer protection laws.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of United Arab Emirates, without giving effect to its conflict of laws provisions.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

By agreeing on these terms and conditions and submitting the merchant onboarding application, the Merchant agrees to the mentioned terms and conditions and acknowledges that they have full responsibility for the information submitted with this application, including documents, pictures, contact details, details about the amenities available at the merchant location, and the menu items and food ingredients, and that Tawla will not be held responsible if any wrong or misleading information is provided. Additionally, Tawla reserves the right to sue the Merchant in case of any issues that could damage Tawla's reputation in the market and affect the business financially.

Please note: This app is designed for residents and visitors in the United Arab Emirates. Users must be 21+ to access information about bars and lounges.

For any inquiries or support please contact us by email: merchants@gettawla.ae

This agreement is confidential and intended solely for official use between Tawla and its merchants and clients, and may not be used by any other authorities, companies, or individuals for any other purpose without the express written consent and acknowledgment of Tawla.