Terms and Conditions of Service

Platformance MENA Marketing Management L.L.C

FastAds Platform

Last Updated: February 18, 2026

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions.

In these Terms and Conditions of Service (hereinafter referred to as the "Agreement" or "Terms"), unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

1. "Account" shall mean and refer to the user account established by the User on the Platform following successful completion of the registration process as set forth herein.
2. "Ad Account" shall mean and refer to a TikTok advertising account that is created, provisioned, and managed through the Service for the purpose of conducting advertising campaigns on the TikTok platform.
3. "Advertiser" shall mean and refer to any business entity, whether acting in its own capacity or represented by an Agency, that utilizes an Ad Account for the purpose of creating, managing, and executing advertising campaigns.
4. "Agency" shall mean and refer to any User who acts in a representative or intermediary capacity to create, manage, and administer Ad Accounts and advertising campaigns on behalf of one or more third-party Advertisers.
5. "Business Center" or "BC" shall mean and refer to a TikTok Business Center account, which serves as an organizational structure within TikTok's advertising ecosystem for managing multiple Ad Accounts, assets, and user permissions.
6. "Company," "we," "us," or "our" shall mean and refer to Platformance MENA Marketing Management L.L.C, a company duly incorporated and registered under the laws of the United Arab Emirates, having its registered office at 202, Emmay Towers, Al Sufouh 2, Dubai, and operating the Platform "Fast Ads" under License Number 1110320.
7. "Fees" shall mean and include, without limitation, all charges, costs, expenses, and fees of any nature whatsoever, including but not limited to payment processing fees charged by Stripe or any other payment processor, platform service fees, administrative charges, currency conversion charges, transaction fees, and any other fees or charges that may be imposed by the Company from time to time.
8. "Force Majeure" shall mean and refer to any event, circumstance, or cause beyond the reasonable control of the Company, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil commotion, strikes, labor disputes, governmental actions or restrictions, changes in laws or regulations, failure of telecommunications or internet infrastructure, changes to Third-Party Platform policies or terms of service, suspension or termination of API access, and any other circumstance that prevents or delays the Company from performing its obligations hereunder.
9. "Funds" shall mean and refer to all monetary deposits, payments, and transfers made by the User into the Wallet for the purpose of funding Ad Accounts.
10. "Platform" shall mean and refer to the proprietary TikTok advertising reseller platform operated by the Company under the name "Fast Ads," including all associated websites, mobile applications, software, application programming interfaces, databases, and related services.
11. "Service" or "Services" shall mean and refer to all services provided by the Company through the Platform, including but not limited to Account creation, TikTok authorization facilitation, Business Center management, Ad Account provisioning and administration, Wallet services, fund transfer services, balance reporting, and any other ancillary services.
12. "Third-Party Platform" shall mean and refer to TikTok and any other third-party service providers, platforms, or systems that are integrated with or utilized in connection with the Service, including but not limited to Stripe payment processing services, local digital wallet providers, mobile money operators, payment aggregators, exchange houses, remittance services, and any other payment service providers or financial technology platforms.
13. "User," "you," or "your" shall mean and refer to any individual person or legal entity that accesses, registers for, or utilizes the Platform or Service in any capacity whatsoever.
14. "Wallet" shall mean and refer to the digital prepaid balance system associated with and maintained in connection with your Account, which is utilized for the purpose of depositing Funds and subsequently transferring such Funds to Ad Accounts.

1.2 Interpretation and Construction.

For the purposes of interpreting and construing this Agreement:

1. The headings and subheadings contained in this Agreement are inserted for convenience and ease of reference only and shall not affect or be utilized in the interpretation or construction of any provision of this Agreement.
2. Words importing the singular number shall include the plural number and vice versa, and words importing any gender shall include all genders.
3. References to the words "including," "includes," or "include" shall be construed as if followed by the words "without limitation" and shall not be construed as limiting the generality of any preceding words or provisions.
4. References to any statute, enactment, law, regulation, or statutory provision shall be construed as references to such statute, enactment, law, regulation, or statutory provision as the same may have been or may from time to time be amended, modified, consolidated, re-enacted, or replaced.
5. Any reference to "writing" or "written" shall include any method of reproducing words in a legible and non-transitory form, including electronic communication.
6. The word "person" shall include any individual, sole proprietorship, partnership, corporation, limited liability company, trust, unincorporated association, joint venture, governmental authority, or any other legal entity.

2. ACCEPTANCE AND BINDING EFFECT OF TERMS

2.1 Unconditional Acceptance.

By accessing, browsing, registering for, or otherwise using the Platform in any manner whatsoever, you hereby acknowledge that you have read, understood, and unconditionally accept and agree to be legally bound by this Agreement in its entirety, including all terms, conditions, obligations, restrictions, and limitations set forth herein, as well as any policies, guidelines, or additional terms incorporated by reference or otherwise made available on the Platform.

2.2 Requirement for Agreement.

If you do not agree with any provision, term, condition, or requirement contained in this Agreement, or if you are unwilling or unable to be bound by any such provision, term, condition, or requirement, you are expressly prohibited from accessing or using the Platform and must immediately and permanently cease all use thereof. Any continued access or use of the Platform following your review of this Agreement shall constitute conclusive evidence of your acceptance and agreement to be bound by all terms hereof.

2.3 Amendments and Modifications.

The Company hereby expressly reserves the absolute and unconditional right, exercisable in its sole and absolute discretion, to modify, amend, revise, supplement, or otherwise change this Agreement, in whole or in part, at any time and from time to time, without any prior notice, consent, or approval required from you or any other party. Any such modifications, amendments, revisions, supplements, or changes shall become effective immediately upon posting to the Platform or such other date as may be specified by the Company. Your continued access to or use of the Platform following any such modification, amendment, revision, supplement, or change shall constitute your binding acceptance of such modified, amended, revised, supplemented, or changed terms. It is your sole responsibility to review this Agreement periodically to ensure awareness of any modifications. The Company shall have no obligation to notify you of any changes to this Agreement.

2.4 Authority and Capacity.

By accepting this Agreement, you hereby represent, warrant, and covenant to the Company that: (a) you possess full legal capacity and authority to enter into and be bound by this Agreement and to perform all obligations hereunder; (b) if you are entering into this Agreement on behalf of a company, partnership, association, or other legal entity, you possess full and complete authority to bind such entity to this Agreement and all terms hereof; (c) your acceptance of and compliance with this Agreement does not and will not violate any agreement, obligation, duty, or restriction by which you are bound; and (d) this Agreement constitutes a legal, valid, and binding obligation enforceable against you in accordance with its terms. You acknowledge and agree that the Company is entitled to rely upon these representations and warranties in providing the Services to you.

3. REGISTRATION, ACCOUNT CREATION, AND MAINTENANCE

3.1 Eligibility Requirements.

The Services provided through the Platform are made available solely to persons and entities that satisfy all of the following eligibility criteria: (a) you must be at least eighteen (18) years of age or the age of majority in your jurisdiction of residence, whichever is greater; (b) you must possess the full legal capacity, authority, and competence to enter into and be bound by legally binding contracts under all applicable laws; (c) you must represent, operate, or act on behalf of a bona fide, legitimate, and legally operating business entity duly registered and in good standing under the laws of the jurisdiction in which such entity operates; (d) you must be in full compliance with all applicable international, federal, national, state, provincial, and local laws, statutes, regulations, ordinances, rules, and requirements; (e) you must not be located, resident, or domiciled in any jurisdiction, territory, or country in which the provision or use of the Services is prohibited, restricted, or unlawful; (f) you must not be listed on any sanctions list or otherwise subject to sanctions administered or enforced by any governmental authority; and (g) you must not have been previously suspended, banned, or terminated from the Platform or from using the Services.

3.2 Registration Documentation and Requirements.

As a mandatory prerequisite to Account creation and access to the Services, you shall provide to the Company, and shall ensure the ongoing accuracy and completeness of, the following information and documentation: (a) complete, accurate, current, and truthful business details and information, including but not limited to legal business name, trade name or doing-business-as name if applicable, business address, contact information, ownership structure, and nature of business activities; (b) a valid, current, and subsisting business registration certificate, commercial license, or equivalent governmental authorization to conduct business, issued by the competent authority in your jurisdiction of incorporation or registration; (c) a valid Value Added Tax registration certificate, Tax Registration Number, or other equivalent tax identification documentation as required under the laws of your jurisdiction; (d) government-issued identification documents for beneficial owners, directors, and authorized signatories; (e) any additional information, documentation, certifications, or verifications that the Company may require from time to time in its sole discretion, including but not limited to proof of address, bank statements, audited financial statements, certificates of good standing, or anti-money laundering compliance documentation; and (f) express authorization for the Company to access, review, verify, authenticate, and retain copies of all submitted documents and information. You acknowledge and agree that the Company reserves the absolute right to verify, authenticate, and investigate any and all information and documentation provided by you, and to request additional or clarifying information or documentation at any time.

3.2.1 Compliance Review and Approval Process.

You expressly acknowledge, understand, and agree that the submission of registration information and documentation does not automatically grant you access to the Platform or Services, and does not constitute acceptance of your application or creation of an Account. Following your submission of all required registration information and documentation, the Company's internal compliance team shall conduct a comprehensive compliance review and verification process (the "Compliance Review"), which may include but is not limited to: (a) verification of the authenticity, validity, and currency of all submitted documents; (b) verification of business registration and good standing status; (c) verification of beneficial ownership and authorized signatories; (d) screening against sanctions lists, politically exposed persons (PEP) databases, and adverse media; (e) assessment of business activities and business model for compliance with applicable laws and regulations; (f) evaluation of potential money laundering, terrorist financing, or fraud risks; (g) verification of tax registration and compliance status; (h) assessment of compliance with industry-specific regulations; and (i) any other due diligence, verification, or compliance checks as the Company deems necessary or appropriate in its sole discretion.

3.2.2 Approval or Rejection of Application.

Upon completion of the Compliance Review, the Company shall, in its sole and absolute discretion, either approve or reject your application for access to the Platform and Services. You hereby expressly acknowledge, understand, and agree that:

1. Approval. If your application is approved, you shall be granted access to the Platform and Services, and your Account shall be activated. However, such approval does not constitute any warranty, representation, or guarantee regarding your future use of the Services, and the Company retains all rights to suspend or terminate your Account at any time in accordance with Section 3.4 hereof.
2. Rejection. The Company reserves the absolute, unconditional, and unfettered right to reject your application for any reason or for no reason whatsoever, without any obligation to provide an explanation, justification, or reasoning for such rejection. Reasons for rejection may include, but are not limited to: (i) incomplete, inaccurate, false, misleading, or fraudulent information or documentation; (ii) failure to provide requested information or documentation within the timeframe specified by the Company; (iii) inability to verify the authenticity or validity of submitted documents; (iv) determination that your business activities are prohibited, restricted, or inconsistent with the Company's policies or risk tolerance; (v) adverse findings in sanctions screening, PEP screening, or adverse media checks; (vi) concerns regarding potential money laundering, terrorist financing, fraud, or other illicit activities; (vii) concerns regarding compliance with applicable laws, regulations, or regulatory requirements; (viii) prior suspension or termination from the Platform or other similar platforms; (ix) business or operational reasons; (x) strategic considerations; or (xi) any other reason deemed appropriate by the Company in its sole discretion.
3. No Liability for Rejection. You expressly acknowledge and agree that the Company shall bear no liability, responsibility, or obligation whatsoever for rejecting your application, and that such rejection does not entitle you to any compensation, damages, or other remedy of any kind. The Company shall have no obligation to reconsider a rejected application unless you submit a new application with corrected or additional information and documentation as requested by the Company.
4. Processing Time. The Compliance Review process may take anywhere from several business days to several weeks, depending on the complexity of the review, the volume of applications being processed, the completeness and quality of your submitted information and documentation, and the need for additional verification or clarification. The Company makes no guarantee, representation, or warranty regarding the timeframe for completion of the Compliance Review, and shall bear no liability for any delays in the review process.
5. Provisional Access Prohibited. You acknowledge and agree that you shall not be granted any provisional, temporary, or conditional access to the Platform or Services prior to the completion and approval of the Compliance Review. Any attempt to access the Platform or Services prior to approval shall constitute a violation of this Agreement and may result in immediate rejection of your application and potential legal action.
6. Right to Request Additional Information. During the Compliance Review process, the Company reserves the right to request additional information, documentation, clarifications, or verifications from you at any time. You agree to promptly provide all such requested information and documentation within the timeframe specified by the Company. Failure to provide requested information or documentation in a timely manner may result in rejection of your application.

3.2.3 Ongoing Compliance Obligations.

Even following approval of your application and activation of your Account, you acknowledge and agree that: (a) you shall remain subject to ongoing compliance monitoring, periodic reviews, and re-verification by the Company at any time; (b) you shall promptly notify the Company in writing of any material changes to your business information, ownership structure, business activities, or any other information provided during the registration process; (c) you shall promptly provide any updated documents, information, or certifications as requested by the Company; (d) the Company may, at any time and in its sole discretion, suspend your Account pending completion of additional compliance reviews or verifications; and (e) failure to comply with ongoing compliance obligations may result in suspension or termination of your Account in accordance with Section 3.4 hereof.

3.3 Account Security and Responsibility.

You acknowledge and agree that you are and shall remain solely and exclusively responsible for: (a) establishing, maintaining, and safeguarding the confidentiality and security of all login credentials, usernames, passwords, access codes, authentication factors, and any other means of accessing your Account; (b) all activities, actions, transactions, and omissions that occur under, through, or in connection with your Account, regardless of whether such activities were authorized by you or undertaken with your knowledge or consent; (c) any and all unauthorized access to your Account that results from, arises out of, or is connected with your failure to implement and maintain adequate security measures, your disclosure of credentials to third parties, or your negligence in protecting Account access; (d) immediately notifying the Company in writing of any actual, suspected, or potential security breach, unauthorized access, compromise of credentials, or any other security incident related to your Account; and (e) implementing and maintaining industry-standard security practices and procedures to prevent unauthorized access to your Account. You further acknowledge and agree that the Company shall have no liability whatsoever for any loss, damage, or harm arising from unauthorized Account access that results from your acts or omissions.

3.4 Account Suspension, Termination, and Closure.

The Company hereby reserves and retains the absolute, unconditional, and unfettered right and discretion to suspend, restrict, limit, terminate, close, or otherwise disable your Account and access to the Platform and Services at any time, for any reason or for no reason whatsoever, with or without prior notice to you, and without incurring any liability, obligation, or responsibility to you or any third party. Without limiting the generality of the foregoing, the Company may exercise such right in circumstances including but not limited to: (a) any actual or suspected violation, breach, or non-compliance with any provision of this Agreement, whether material or otherwise; (b) any actual or suspected fraudulent activity, misrepresentation, false statement, deceptive practice, or provision of false, inaccurate, or misleading information; (c) any actual or suspected violation, breach, or non-compliance with TikTok's terms of service, advertising policies, community guidelines, or any other policies, rules, or requirements; (d) any request, requirement, demand, or order from any governmental authority, law enforcement agency, regulatory body, or court of competent jurisdiction; (e) legal, regulatory, or compliance concerns or requirements under applicable law; (f) business reasons, strategic decisions, or operational considerations as determined by the Company in its sole discretion; (g) extended periods of Account inactivity; (h) chargebacks, payment disputes, or other payment-related issues; or (i) any other circumstance that the Company, in its sole judgment, deems appropriate or necessary. You acknowledge and agree that upon any suspension, termination, or closure of your Account, all rights granted to you under this Agreement shall immediately cease, and you shall have no further right to access or use the Platform or Services.

3.2.4 Mandatory Website and Advertising Asset Disclosure.

As a mandatory condition precedent to approval and continued access to the Services, the User shall provide the Company with all website URLs, landing pages, domains, product pages, mobile applications, and any other digital properties intended to be advertised through any Ad Account. The Company reserves the right, in its sole discretion, to review, approve, reject, or require modification of any such assets. Failure to disclose material advertising assets shall constitute a material breach of this Agreement.

3.2.5 Advertising Category Review and Risk Assessment.

Access to the Services is subject to the Company's internal risk assessment and industry classification process. The Company may classify Users or advertising activities into risk tiers and may impose enhanced due diligence, funding limits, monitoring requirements, or reject any User or advertising activity deemed high risk, in its sole discretion.

4. TIKTOK AUTHORIZATION AND BUSINESS CENTER MANAGEMENT

4.1 TikTok Business Center Authorization.

As a mandatory and non-waivable prerequisite to accessing and utilizing the Services, you shall be required to complete the TikTok Business Center authorization process by: (a) logging into your personal or business TikTok account using your valid TikTok credentials; (b) granting all necessary permissions, authorizations, consents, and access rights as required by the Company to facilitate the provision of Services, including but not limited to permissions to create, access, manage, and administer Business Centers and Ad Accounts on your behalf; (c) maintaining valid, subsisting, and unrevoked authorization throughout the entire duration of your use of the Services; and (d) acknowledging and agreeing that any withdrawal, revocation, cancellation, or expiration of such authorization shall result in the immediate and automatic termination of your access to the Services without any liability on the part of the Company. You further acknowledge and agree that the Company's ability to provide Services is entirely contingent upon and dependent on your maintenance of valid TikTok authorization, and that the Company shall bear no responsibility or liability for any inability to provide Services resulting from your failure to maintain such authorization.

4.2 Business Center Selection and Creation.

Upon successful completion of the TikTok authorization process as set forth in Section 4.1 above, you shall have the option to either: (a) select and designate an existing TikTok Business Center that you have previously created or to which you have authorized access; or (b) create and establish a new TikTok Business Center through the Platform's facilitated creation process. You acknowledge, understand, and expressly agree that regardless of which option you select, the Company shall create and provision all Ad Accounts within the Company's parent Business Center, which parent Business Center is owned, controlled, and administered solely and exclusively by the Company, and that such Ad Accounts shall subsequently be shared with, linked to, or otherwise made accessible to your designated Business Center through TikTok's Business Center sharing and partnership functionality.

4.3 Ad Account Provisioning and Administrative Control.

You hereby acknowledge, understand, and expressly agree to the following with respect to Ad Account creation, provisioning, and administration: (a) all Ad Accounts created through the Services shall be initially created, established, and provisioned within the Company's parent Business Center and shall remain under the ultimate ownership and control of the Company at all times; (b) following creation in the Company's parent Business Center, such Ad Accounts shall be connected to, shared with, or otherwise made accessible to your designated Business Center through TikTok's platform functionality, subject to such terms, conditions, limitations, and restrictions as may be imposed by TikTok from time to time; (c) the Company retains and reserves full and complete administrative control, oversight, and authority over all Ad Accounts at all times, including but not limited to the right to access, modify, suspend, restrict, terminate, or delete any Ad Account without prior notice or consent; (d) the Company may, in its sole and absolute discretion, revoke, suspend, terminate, or otherwise restrict your access to any Ad Account at any time, for any reason or for no reason, without incurring any liability to you or any third party; (e) you are granted only such limited access rights and permissions to Ad Accounts as the Company determines appropriate in its sole discretion; and (f) you may create, request, or be granted access to multiple Ad Accounts associated with a single Business Center, and may also create or be granted access to multiple Business Centers, all subject to the Company's approval and the limitations set forth in this Agreement.

4.4 Agency Accounts and Advertiser Relationships.

In the event that you utilize the Platform and Services in the capacity of an Agency acting on behalf of one or more third-party Advertisers, you hereby represent, warrant, covenant, and agree that: (a) you possess full and complete legal authority, right, and power to act on behalf of each and every Advertiser for whom you create Ad Accounts or manage advertising campaigns; (b) you have obtained all necessary authorizations, consents, approvals, and permissions from each Advertiser to utilize the Services on their behalf and to bind them to the terms and conditions of this Agreement; (c) you are solely and exclusively responsible for all aspects of your relationships with Advertisers, including but not limited to contractual arrangements, billing and payment terms, fee structures, service delivery, communications, and dispute resolution; (d) you shall indemnify, defend, and hold harmless the Company from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to your relationships with Advertisers, including any disputes between you and any Advertiser; (e) you shall ensure and guarantee that each Advertiser on whose behalf you act complies fully with all terms and conditions of this Agreement as if such Advertiser were a direct User of the Platform; (f) you shall be solely responsible for managing all billing, invoicing, payment collection, and financial arrangements with Advertisers; and (g) the Company shall have no relationship with, obligation to, or liability toward any Advertiser, and all Advertiser relationships and obligations are strictly between you and the relevant Advertiser.

5. WALLET FUNCTIONALITY AND PAYMENT TERMS

5.1 Wallet System and Functionality.

The Wallet constitutes a prepaid digital balance system that is associated with and maintained in connection with your Account for the sole and exclusive purpose of depositing Funds and subsequently transferring such Funds to Ad Accounts. You hereby acknowledge, understand, and expressly agree to the following terms governing the Wallet: (a) the Wallet is not a bank account, deposit account, stored value account, or any other form of banking or financial services account; (b) Funds maintained in the Wallet do not constitute deposits, are not insured by any governmental deposit insurance scheme or program, and are not protected by any deposit guarantee scheme; (c) all Wallet balances and transactions are displayed, denominated, and reported in United States Dollars (USD) regardless of the currency in which you make deposits or payments; (d) in the event that you make a deposit or payment in any currency other than USD, such amount shall be converted to USD at the exchange rate determined solely by the Company at the time of the transaction, which exchange rate may include a currency conversion margin or spread; (e) the Company bears no responsibility, liability, or obligation for exchange rate fluctuations, currency conversion losses, or differences between the Company's exchange rate and rates available elsewhere; (f) Wallet balances are non-interest-bearing and shall not accrue, earn, or be credited with any interest, dividends, returns, or other earnings of any kind; and (g) the Wallet is provided solely for your convenience in funding Ad Accounts and the Company makes no representations or warranties regarding the Wallet's functionality, availability, or suitability for any particular purpose.

5.2 Funding the Wallet and Payment Processing.

All Funds deposited into the Wallet shall be processed through Stripe, Inc., or through local digital wallet providers, mobile money operators, payment aggregators, exchange houses, remittance services, or such other third-party payment service providers or financial technology platforms as the Company may designate from time to time (collectively, "Payment Processor"). By funding your Wallet, you hereby acknowledge, understand, and expressly agree that: (a) all payments shall be processed by the Payment Processor in accordance with the Payment Processor's terms of service, privacy policy, and other applicable policies, and you agree to be bound by such terms and policies; (b) you shall bear, pay, and be solely responsible for all fees, charges, and costs associated with payment processing, including but not limited to Stripe processing fees, digital wallet fees, mobile money charges, remittance fees, exchange house commissions, credit card fees, bank transfer fees, wire transfer fees, and any other transaction fees imposed by the Payment Processor; (c) you shall bear, pay, and be solely responsible for any and all additional fees, charges, or costs that may be imposed by the Company, including but not limited to platform service fees, administrative fees, convenience fees, currency conversion fees, and any other fees or charges as determined by the Company in its sole discretion; (d) you shall bear, pay, and be solely responsible for all applicable taxes, including but not limited to sales tax, use tax, value-added tax, goods and services tax, withholding tax, and any other taxes, duties, levies, or governmental charges of any nature; (e) the Company reserves the right, exercisable in its sole and absolute discretion, to establish, impose, modify, or eliminate minimum deposit amounts, maximum deposit amounts, and deposit limits without prior notice; (f) the Company reserves the right, exercisable in its sole and absolute discretion, to refuse, reject, decline, or reverse any payment or deposit for any reason or for no reason whatsoever, without providing any explanation or justification therefor, and without incurring any liability to you or any third party; and (g) all payment processing is subject to the Payment Processor's fraud prevention measures, compliance requirements, and risk assessment procedures, and the Company shall have no liability for any delays, failures, or rejections resulting from such measures, requirements, or procedures.

5.3 ABSOLUTE AND UNCONDITIONAL NO-REFUND POLICY.

YOU HEREBY ACKNOWLEDGE, UNDERSTAND, AND EXPRESSLY AGREE THAT ALL FUNDS DEPOSITED INTO THE WALLET, ALL PAYMENTS MADE TO THE COMPANY, AND ALL FEES PAID IN CONNECTION WITH THE SERVICES ARE FINAL, ABSOLUTE, IRREVOCABLE, AND NON-REFUNDABLE UNDER ANY AND ALL CIRCUMSTANCES WHATSOEVER, WITHOUT EXCEPTION. THIS NO-REFUND POLICY SHALL APPLY REGARDLESS OF THE REASON, CAUSE, CIRCUMSTANCE, OR JUSTIFICATION FOR ANY REQUEST FOR REFUND, INCLUDING BUT NOT LIMITED TO THE FOLLOWING:

1. Change of mind, buyer's remorse, or dissatisfaction with the decision to use the Services;
2. Dissatisfaction with TikTok's advertising platform, services, features, functionality, or performance;
3. Suspension, restriction, limitation, or termination of your Ad Account by TikTok for any reason, including violations of TikTok's terms of service, advertising policies, community guidelines, or any other policies or rules;
4. Suspension, restriction, limitation, or termination of your Business Center by TikTok for any reason;
5. Suspension, restriction, limitation, termination, or closure of your Account by the Company for any reason as set forth in Section 3.4 hereof;
6. Termination, discontinuation, or cessation of the Platform or Services by the Company for any reason;
7. Technical issues, errors, malfunctions, bugs, defects, or failures affecting the Platform, Services, Wallet, or any component thereof;
8. Unused, unspent, or remaining Wallet balances, regardless of the amount or duration of non-use;
9. Poor advertising performance, unsatisfactory advertising results, failure to achieve desired outcomes, low return on advertising spend, or any other advertising-related performance issues;
10. Your decision to close, terminate, or cease using your Account, whether voluntary or involuntary;
11. Force Majeure events as defined in Section 1.1.8 and Section 15 hereof, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, governmental actions, or TikTok platform outages;
12. Changes, modifications, or amendments to TikTok's terms of service, advertising policies, community guidelines, pricing structures, or any other policies, rules, or requirements;
13. Changes, modifications, or amendments to applicable laws, regulations, rules, or governmental requirements;
14. Errors, mistakes, or inaccuracies in depositing Funds, including but not limited to depositing incorrect amounts or depositing to incorrect Accounts;
15. Disputes with Advertisers if you are acting as an Agency;
16. Fraudulent transactions, chargebacks, or payment disputes initiated by you or any third party;
17. Delays in fund transfers from the Wallet to Ad Accounts for any reason;
18. Currency conversion losses or exchange rate fluctuations;
19. Any other reason, cause, circumstance, justification, or basis whatsoever, whether or not specifically enumerated herein.

BY DEPOSITING FUNDS INTO THE WALLET AND MAKING ANY PAYMENT TO THE COMPANY, YOU EXPRESSLY, KNOWINGLY, AND VOLUNTARILY WAIVE, RELINQUISH, AND FOREVER DISCHARGE ANY AND ALL RIGHTS, CLAIMS, OR ENTITLEMENTS TO REFUNDS, REIMBURSEMENTS, CHARGEBACKS, PAYMENT REVERSALS, OR RETURN OF FUNDS OF ANY NATURE WHATSOEVER. You further acknowledge and agree that this no-refund policy has been prominently disclosed to you, that you have had adequate opportunity to review and consider this policy before making any payment, and that you accept this policy as a material and essential term of this Agreement.

5.4 Transfer of Funds to Ad Accounts.

Following deposit of Funds into your Wallet, such Funds shall be transferred from your Wallet to your designated Ad Account or Accounts in accordance with your instructions, subject to the following terms and conditions: (a) all fund transfers shall be executed from the Company's parent Business Center to the applicable Ad Account at such time and in such manner as the Company determines in its sole discretion; (b) the Company shall make commercially reasonable efforts to process fund transfer requests within twenty-four (24) hours during normal business days (Saturday through Thursday, excluding public holidays in the United Arab Emirates); however, this target service level is provided for informational purposes only and does not constitute a binding commitment, guarantee, representation, or warranty of any kind, and the Company makes no guarantee, representation, or warranty regarding the timing, speed, or promptness of fund transfers, and transfer timing may vary based on numerous factors including TikTok platform limitations, Payment Processor processing times, technical issues, compliance requirements, and operational considerations; (c) the Company reserves the right, exercisable in its sole and absolute discretion, to delay, postpone, suspend, or refuse any fund transfer for any reason or for no reason whatsoever, including but not limited to fraud prevention, compliance verification, risk assessment, or technical limitations; (d) you acknowledge and agree that fund transfers are processed through the Company's parent Business Center and are subject to TikTok's platform capabilities, limitations, and requirements; (e) the Company shall bear no liability, responsibility, or obligation for any delays, failures, errors, or issues related to fund transfers that result from TikTok platform limitations, TikTok policy changes, TikTok system outages, Payment Processor delays, or any other circumstances relating to TikTok, Payment Processors, or any other third party; (f) you acknowledge and agree that fund transfer processing times may range from immediate to several business days, and in some circumstances may take longer due to factors beyond the Company's control, and that such processing times, including any failure to meet the target service level stated in subsection (b) above, do not constitute grounds for refund, chargeback, breach of contract, or any other claim against the Company; and (g) once Funds have been transferred to an Ad Account, such Funds are subject to TikTok's terms of service and policies, and the Company shall have no further control over or responsibility for such Funds.

5.5 Ad Account Balance Reporting and Monitoring.

The Company shall make reasonable commercial efforts to periodically retrieve, obtain, and display Ad Account balance information from TikTok's platform through available application programming interfaces or other technical means. You hereby acknowledge, understand, and expressly agree that: (a) Ad Account balances displayed on the Platform may not reflect real-time, current, or accurate data, and may be subject to delays, synchronization issues, caching, or technical limitations; (b) there may be discrepancies, differences, or variations between the Ad Account balance displayed on the Platform and the actual balance maintained by TikTok, and the authoritative and controlling balance shall be the balance reflected in TikTok's systems; (c) the Company makes no representation, warranty, or guarantee regarding the accuracy, completeness, timeliness, or reliability of displayed Ad Account balances; (d) you bear sole responsibility for independently verifying Ad Account balances by logging into TikTok's platform directly; (e) any errors, inaccuracies, discrepancies, or delays in balance reporting do not constitute breach of this Agreement, do not give rise to any liability on the part of the Company, and do not constitute grounds for refund, reimbursement, or any other claim; and (f) the Company may temporarily or permanently discontinue balance reporting functionality at any time without prior notice.

5.6 Fees, Charges, and Additional Costs.

In addition to all fees and charges described elsewhere in this Agreement, the Company hereby reserves the right, exercisable in its sole and absolute discretion, to: (a) impose, charge, collect, and deduct platform service fees, administrative fees, account maintenance fees, transaction fees, processing fees, convenience fees, and any other fees or charges for the provision of Services; (b) modify, increase, decrease, or eliminate any fee structure, pricing model, or charge at any time without prior notice to you; (c) deduct any and all fees, charges, and costs directly from your Wallet balance without requiring separate authorization or consent from you; (d) impose and charge fees for additional services, premium features, enhanced functionality, expedited processing, or any other value-added services that may be offered from time to time; (e) impose and enforce minimum balance requirements, minimum transfer amounts, or other financial thresholds; and (f) charge interest, late fees, collection costs, or other penalties for any amounts owed to the Company. You acknowledge and agree that all fees and charges are in addition to amounts to be transferred to Ad Accounts, and that all such fees and charges are non-refundable in accordance with Section 5.3 hereof.

5.7 Fund Clearance and Reserve Rights.

The Company shall have no obligation to transfer Funds to any Ad Account unless and until such Funds have been fully received, settled, and irrevocably cleared by the applicable Payment Processor. The Company reserves the right to impose reserve requirements, holding periods, or delayed transfer schedules based on risk assessment. The Company may suspend or refuse fund transfers in cases of suspected chargeback risk, fraud concern, or compliance exposure, without constituting breach of this Agreement.

6. USER RESPONSIBILITIES, PROHIBITED USES, AND CONTENT RESTRICTIONS

6.1 Sole and Exclusive User Responsibility.

You hereby acknowledge, understand, and expressly agree that you are and shall remain solely, exclusively, and absolutely responsible and liable for all of the following, without limitation: (a) all advertising content, including but not limited to text, images, graphics, photographs, videos, audio, animations, creative assets, copy, headlines, calls-to-action, and any other materials or elements incorporated into or comprising any advertisement; (b) all advertising campaigns, including the creation, configuration, targeting, scheduling, optimization, management, monitoring, modification, and termination thereof; (c) strict and complete compliance with all applicable international, federal, national, state, provincial, and local laws, statutes, regulations, ordinances, rules, and requirements governing advertising, marketing, consumer protection, data protection, privacy, intellectual property, competition, anti-discrimination, and any other relevant legal or regulatory domains; (d) strict and complete compliance with TikTok's Advertising Policies, Community Guidelines, Commerce Policies, Brand Guidelines, and any other terms, conditions, policies, rules, requirements, or standards established or imposed by TikTok from time to time; (e) strict and complete compliance with all applicable data protection and privacy laws, regulations, and requirements, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), UAE Data Protection Law, and any other applicable privacy or data protection legislation; (f) obtaining, securing, and maintaining all necessary rights, licenses, permissions, consents, clearances, and authorizations for all content, materials, intellectual property, personal data, images, likenesses, trademarks, copyrights, and any other elements used in or incorporated into advertisements; (g) the accuracy, truthfulness, completeness, and non-misleading nature of all claims, statements, representations, promises, and assertions made in advertisements; (h) implementing and complying with all necessary and appropriate age restrictions, content warnings, age-gating mechanisms, and access controls as required by applicable law or TikTok policies for advertisements containing age-restricted content; (i) ensuring that all intellectual property used in advertisements, including but not limited to trademarks, service marks, trade names, copyrights, patents, trade secrets, and any other proprietary rights, is either owned by you or used pursuant to valid and enforceable licenses or permissions; (j) the performance, results, effectiveness, and outcomes of all advertising campaigns; and (k) any and all other aspects of your use of the Services and creation of advertising content. The Company expressly disclaims any and all responsibility, liability, or obligation with respect to any of the foregoing matters.

6.2 Strictly Prohibited Content and Activities.

You hereby covenant and agree that you shall not, and shall not permit, authorize, or facilitate any third party to, use the Platform or Services for, in connection with, or relating to any of the following prohibited content, products, services, or activities: (a) any illegal, unlawful, criminal, or prohibited products, services, activities, or conduct under any applicable law, regulation, or governmental requirement; (b) any content that infringes, violates, or misappropriates any intellectual property rights, proprietary rights, privacy rights, publicity rights, or any other rights of any third party; (c) any misleading, deceptive, fraudulent, false, or unsubstantiated advertising claims, statements, or representations; (d) adult content, sexually explicit content, pornography, escort services, adult entertainment, or any content of a sexual nature; (e) weapons, firearms, ammunition, explosives, or any products or services related thereto; (f) illegal drugs, controlled substances, narcotics, drug paraphernalia, or any products or services facilitating drug use; (g) tobacco products, electronic cigarettes, vaping products, or any related products or services, except where permitted by applicable law and TikTok policies; (h) alcohol or alcoholic beverages, except where permitted by applicable law and TikTok policies and subject to appropriate age-gating; (i) hate speech, discrimination, harassment, bullying, threats, violence, or content that promotes, encourages, or incites hatred, violence, or discrimination against any individual or group based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other protected characteristic; (j) malware, viruses, worms, trojan horses, ransomware, spyware, or any other malicious code or software; (k) phishing schemes, fraudulent websites, spoofed websites, identity theft, or any deceptive or fraudulent online practices; (l) pyramid schemes, multi-level marketing schemes (except where legally permitted and properly disclosed), Ponzi schemes, or any other fraudulent investment or business opportunity schemes; (m) products, services, or activities that are prohibited, restricted, or subject to special licensing requirements under the laws of the UAE or any other applicable jurisdiction; (n) gambling, betting, gaming, lotteries, or games of chance, except where legally permitted and properly licensed; (o) prescription pharmaceuticals, controlled medications, or health products making unsubstantiated medical claims; (p) counterfeit, replica, knock-off, or unauthorized goods; (q) hacking tools, password crackers, or any tools or services designed to circumvent security measures or facilitate unauthorized access; (r) content that violates TikTok's Advertising Policies, Community Guidelines, or any other applicable TikTok policies or standards; and (s) any other content, products, services, or activities that the Company determines, in its sole and absolute discretion, to be inappropriate, objectionable, harmful, offensive, or inconsistent with the Company's values or business interests.

6.3 No Obligation to Review or Monitor Content.

You expressly acknowledge and agree that: (a) the Company has no obligation, duty, or responsibility to review, monitor, screen, approve, pre-approve, edit, modify, or exercise any editorial control over any advertising content, campaigns, or materials created, uploaded, or published by you through the Services; (b) the Company does not and will not pre-screen, pre-approve, or otherwise review advertisements before they are submitted to TikTok or before they are published or displayed; (c) the Company is not responsible, liable, or accountable for any user-generated content, advertising content, or any content created, uploaded, published, or distributed by you or any third party; (d) the Company reserves the right, but assumes no obligation, to review, monitor, edit, modify, disable, remove, or delete any content at any time, in its sole and absolute discretion, without prior notice to you and without providing any reason or justification therefor; (e) any removal, disabling, or deletion of content by the Company does not entitle you to any refund, reimbursement, credit, or compensation of any kind; and (f) the Company's exercise or non-exercise of any right to review, monitor, or remove content shall not create any obligation, duty, or liability on the part of the Company, and shall not be construed as an assumption of responsibility for user content.

7. COMPREHENSIVE DISCLAIMER OF WARRANTIES

7.1 "As Is" and "As Available" Provision.

THE PLATFORM, SERVICES, WALLET, AND ALL ASSOCIATED FEATURES, FUNCTIONALITY, CONTENT, INFORMATION, AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

7.2 Express Disclaimer of All Warranties.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY EXPRESSLY DISCLAIMS, RENOUNCES, AND NEGATES ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF:

1. MERCHANTABILITY OR MERCHANTABLE QUALITY;
2. FITNESS FOR A PARTICULAR PURPOSE, USE, OR APPLICATION;
3. NON-INFRINGEMENT OF THIRD-PARTY RIGHTS;
4. TITLE OR QUIET ENJOYMENT;
5. UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION OR ACCESS;
6. ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR CORRECTNESS OF ANY INFORMATION, DATA, CONTENT, OR MATERIALS;
7. RESULTS, PERFORMANCE, OUTCOMES, OR EFFECTIVENESS OF ADVERTISING CAMPAIGNS CONDUCTED THROUGH THE SERVICES;
8. COMPATIBILITY, INTEROPERABILITY, OR INTEGRATION WITH THIRD-PARTY PLATFORMS, SYSTEMS, SOFTWARE, OR SERVICES;
9. SECURITY, PROTECTION AGAINST UNAUTHORIZED ACCESS, OR FREEDOM FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR
10. ANY OTHER WARRANTY, WHETHER SIMILAR OR DISSIMILAR TO THE FOREGOING.

7.3 No Warranty of Specific Results.

THE COMPANY MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE THAT: (a) THE PLATFORM OR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, NEEDS, EXPECTATIONS, OR OBJECTIVES; (b) THE SERVICES WILL BE DELIVERED IN A TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE MANNER; (c) THE RESULTS, OUTCOMES, OR PERFORMANCE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, OR SATISFACTORY; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT, OR MATERIALS OBTAINED THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (e) ANY ERRORS, DEFECTS, BUGS, OR DEFICIENCIES IN THE PLATFORM OR SERVICES WILL BE CORRECTED, REMEDIED, OR ADDRESSED; (f) TIKTOK WILL MAINTAIN, CONTINUE, OR PRESERVE API ACCESS, FUNCTIONALITY, OR FEATURES; (g) YOUR AD ACCOUNTS OR BUSINESS CENTERS WILL NOT BE SUSPENDED, RESTRICTED, OR TERMINATED BY TIKTOK; (h) FUNDS WILL BE TRANSFERRED WITHIN ANY SPECIFIC TIMEFRAME; OR (i) THE PLATFORM OR SERVICES WILL BE AVAILABLE, ACCESSIBLE, OR OPERATIONAL AT ANY PARTICULAR TIME OR FOR ANY SPECIFIC DURATION.

7.4 Third-Party Platform Disclaimer.

THE COMPANY MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES WHATSOEVER REGARDING TIKTOK OR ANY OTHER THIRD-PARTY PLATFORM, INCLUDING BUT NOT LIMITED TO TIKTOK'S AVAILABILITY, FUNCTIONALITY, PERFORMANCE, POLICIES, TERMS, ADVERTISING PLATFORM, AD DELIVERY, AD PERFORMANCE, USER REACH, OR ANY OTHER ASPECT OF TIKTOK'S SERVICES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF TIKTOK'S ADVERTISING PLATFORM IS GOVERNED SOLELY BY TIKTOK'S TERMS AND POLICIES, AND THAT THE COMPANY HAS NO CONTROL OVER, RESPONSIBILITY FOR, OR LIABILITY RELATING TO TIKTOK'S PLATFORM OR ACTIONS.

7.5 Acknowledgment and Acceptance of Risk.

YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS ENTIRELY AT YOUR OWN SOLE RISK, AND THAT YOU ASSUME ALL RISKS ASSOCIATED WITH SUCH USE, INCLUDING BUT NOT LIMITED TO RISKS RELATING TO ADVERTISING PERFORMANCE, FINANCIAL LOSS, BUSINESS INTERRUPTION, DATA LOSS, REPUTATIONAL HARM, AND ANY OTHER ADVERSE CONSEQUENCES. YOU FURTHER ACKNOWLEDGE THAT THE DISCLAIMERS SET FORTH IN THIS SECTION 7 CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY, AND THAT THE COMPANY WOULD NOT PROVIDE THE SERVICES IN THE ABSENCE OF THESE DISCLAIMERS.

8. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES

8.1 Exclusion of Consequential and Indirect Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, PARENT COMPANIES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, OR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO:

1. LOSS OF PROFITS, REVENUES, INCOME, OR ANTICIPATED SAVINGS;
2. LOSS OF BUSINESS, CONTRACTS, COMMERCIAL OPPORTUNITIES, OR GOODWILL;
3. LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA OR INFORMATION;
4. LOSS OF USE OF THE PLATFORM, SERVICES, OR ANY THIRD-PARTY PLATFORM;
5. COST OF PROCUREMENT OR ACQUISITION OF SUBSTITUTE GOODS, SERVICES, TECHNOLOGY, OR RIGHTS;
6. BUSINESS INTERRUPTION, WORK STOPPAGE, OR OPERATIONAL DELAYS;
7. REPUTATIONAL HARM, DAMAGE TO BRAND, OR LOSS OF CUSTOMER RELATIONSHIPS;
8. POOR ADVERTISING PERFORMANCE, UNSATISFACTORY CAMPAIGN RESULTS, OR FAILURE TO ACHIEVE DESIRED MARKETING OBJECTIVES;
9. SUSPENSION, RESTRICTION, LIMITATION, OR TERMINATION OF AD ACCOUNTS, BUSINESS CENTERS, OR TIKTOK ACCOUNTS BY TIKTOK FOR ANY REASON;
10. CHANGES, MODIFICATIONS, OR DISCONTINUATIONS OF THIRD-PARTY PLATFORM FEATURES, FUNCTIONALITY, POLICIES, OR AVAILABILITY;
11. UNAUTHORIZED ACCESS TO, DISCLOSURE OF, OR ALTERATION OF YOUR TRANSMISSIONS, DATA, OR CONTENT, EXCEPT TO THE EXTENT CAUSED BY THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
12. FORCE MAJEURE EVENTS AS DEFINED IN THIS AGREEMENT; OR
13. ANY OTHER MATTER RELATING TO THE PLATFORM, SERVICES, OR THIS AGREEMENT.

8.2 Cap on Direct Damages.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU OR ANY THIRD PARTY FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, REGULATION, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SHALL NOT EXCEED THE LESSER OF: (a) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00). FOR THE AVOIDANCE OF DOUBT, THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE, NOT PER INCIDENT OR OCCURRENCE.

8.3 Applicability of Limitations.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SET FORTH IN THIS SECTION 8 SHALL APPLY: (a) REGARDLESS OF THE FORM OR NATURE OF THE ACTION, CLAIM, OR PROCEEDING, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY), WARRANTY, STATUTE, REGULATION, COMMON LAW, EQUITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY; (b) EVEN IF THE COMPANY HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR LIABILITIES; (c) EVEN IF ANY LIMITED REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (d) TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE UNITED ARAB EMIRATES AND ANY OTHER APPLICABLE JURISDICTION.

8.4 Essential Basis of Agreement.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH IN THIS SECTION 8 REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY, AND CONSTITUTE AN ESSENTIAL, FUNDAMENTAL, AND MATERIAL TERM AND CONDITION OF THIS AGREEMENT AND THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE COMPANY WOULD NOT PROVIDE THE PLATFORM OR SERVICES, AND WOULD NOT ENTER INTO THIS AGREEMENT, IN THE ABSENCE OF THESE LIMITATIONS AND EXCLUSIONS. THE PRICING AND FEES CHARGED FOR THE SERVICES REFLECT AND ARE DIRECTLY BASED UPON THESE LIMITATIONS OF LIABILITY.

8.5 Exceptions to Limitations.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION 8 SHALL LIMIT OR EXCLUDE LIABILITY: (a) FOR DEATH OR PERSONAL INJURY CAUSED BY THE COMPANY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (b) FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR WILLFUL MISCONDUCT; (c) FOR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW; OR (d) TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS PROHIBITED BY MANDATORY LAW OF THE UNITED ARAB EMIRATES.

9. INDEMNIFICATION AND HOLD HARMLESS

9.1 Scope of Indemnification Obligation.

You hereby unconditionally and irrevocably agree to indemnify, defend (with counsel reasonably acceptable to the Company), and hold completely harmless the Company Parties (as defined in Section 8.1 hereof) from and against any and all claims, actions, proceedings, investigations, demands, suits, complaints, allegations, assessments, judgments, losses, liabilities, damages, settlements, penalties, fines, costs, and expenses (including but not limited to reasonable attorneys' fees, expert witness fees, court costs, litigation expenses, and costs of investigation and defense) of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, that arise out of, relate to, are based upon, are connected with, or result from any of the following:

1. Your access to, use of, or inability to access or use the Platform or Services;
2. Your violation, breach, or non-compliance with any provision, term, condition, representation, warranty, or obligation set forth in this Agreement;
3. Your violation, breach, or non-compliance with any applicable international, federal, national, state, provincial, or local law, statute, regulation, ordinance, rule, requirement, order, decree, or directive;
4. Your advertising content, campaigns, creatives, materials, or any content created, uploaded, published, distributed, or otherwise made available by you through the Services;
5. Your violation, infringement, or misappropriation of any intellectual property rights, proprietary rights, privacy rights, publicity rights, moral rights, or any other rights of any third party, including but not limited to copyrights, trademarks, service marks, patents, trade secrets, confidential information, or personal data;
6. Your relationship with any Advertiser, in the event that you act as an Agency, including but not limited to any disputes, claims, or actions brought by or on behalf of any Advertiser relating to services provided, fees charged, campaign performance, or any other matter;
7. Any claims, actions, or proceedings brought by any third party, including but not limited to consumers, customers, competitors, regulatory authorities, or governmental agencies, that relate to or arise from your advertisements, products, services, business practices, or representations;
8. Any unauthorized access to your Account, Wallet, or any systems or data that results from, arises out of, or is connected with your acts or omissions, including but not limited to your failure to maintain adequate security measures, your disclosure of credentials to third parties, or your negligence in protecting Account access;
9. Any misrepresentation, fraud, fraudulent inducement, intentional misconduct, or willful violation of law committed by you;
10. Your violation, breach, or non-compliance with TikTok's terms of service, advertising policies, community guidelines, or any other policies, rules, or requirements;
11. Any employment-related claims brought by any employee, contractor, or representative of yours, including but not limited to claims for wrongful termination, discrimination, harassment, wage and hour violations, or any other employment-related matters;
12. Any tax liabilities, assessments, penalties, or obligations arising from or relating to your use of the Services or your advertising activities; or
13. Any other actions, omissions, conduct, or circumstances attributable to you or arising from your use of the Platform or Services.

9.2 Defense and Settlement.

Upon becoming aware of any claim, action, or proceeding subject to indemnification under this Section 9, you shall promptly notify the Company in writing; provided, however, that your failure to provide such notice shall not relieve you of your indemnification obligations except to the extent that the Company is materially prejudiced thereby. The Company reserves the right, exercisable in its sole and absolute discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate fully with the Company in asserting any available defenses and shall reimburse the Company for all costs and expenses incurred in connection with such defense. You shall not settle, compromise, or otherwise resolve any claim subject to indemnification hereunder without the prior written consent of the Company, which consent may be withheld in the Company's sole discretion. Notwithstanding the foregoing, the Company may, at any time and in its sole discretion, decline to assume defense of any matter, in which case you shall retain full responsibility for the defense, settlement, and resolution of such matter at your sole cost and expense.

9.3 Survival of Indemnification.

The indemnification obligations set forth in this Section 9 shall survive and continue in full force and effect following any termination, expiration, or cancellation of this Agreement or your use of the Platform or Services, and shall continue indefinitely with respect to all claims arising from or relating to events or circumstances occurring prior to such termination, expiration, or cancellation.

10. THIRD-PARTY PLATFORMS, DEPENDENCIES, AND RELATIONSHIPS

10.1 TikTok Platform Relationship and Disclaimer.

You hereby expressly acknowledge, understand, and agree that: (a) the Company is an independent reseller and service provider that is not affiliated with, endorsed by, sponsored by, partnered with, or otherwise associated with TikTok or any of its affiliates, subsidiaries, parent companies, or related entities; (b) TikTok may, at any time and in its sole discretion, change, modify, amend, supplement, or eliminate its terms of service, advertising policies, community guidelines, brand guidelines, pricing structures, fee schedules, platform features, functionality, application programming interfaces, technical specifications, or any other policies, rules, requirements, or aspects of its platform; (c) the Company has no control whatsoever over TikTok's platform, operations, policies, decisions, actions, or omissions; (d) TikTok may, at any time and for any reason or for no reason, suspend, restrict, limit, terminate, close, or otherwise disable any Ad Account, Business Center, or user account without any involvement, input, or recourse available to the Company; (e) the Company shall bear no liability, responsibility, or obligation whatsoever for any actions, decisions, omissions, failures, errors, or policies of TikTok or any other third party; (f) the Company makes no representations, warranties, or guarantees regarding TikTok's platform, services, availability, performance, advertising effectiveness, reach, targeting capabilities, or any other aspect of TikTok's operations; and (g) your use of TikTok's advertising platform is governed exclusively by TikTok's terms of service and policies, to which you must separately agree and comply.

10.2 Payment Processing Services.

All payments, deposits, and financial transactions processed through the Platform are handled and processed by one or more third-party payment services providers, which may include but are not limited to Stripe, Inc., local digital wallet providers, payment aggregators, exchange houses, remittance service providers, and other financial technology platforms (collectively, "Payment Processors"). By making any payment or deposit through the Platform, you hereby acknowledge, understand, and expressly agree that: (a) all payments shall be processed by the applicable Payment Processor in accordance with such Payment Processor's Terms of Service, Privacy Policy, and other applicable policies and agreements, all of which are incorporated herein by reference, and you agree to be bound by such terms, policies, and agreements; (b) you shall bear, pay, and be solely responsible for all fees, charges, and costs imposed by Payment Processors, including but not limited to payment processing fees, digital wallet fees, mobile money charges, currency conversion fees, remittance fees, exchange house commissions, cross-border transaction fees, and any other charges; (c) the Company has no control over, responsibility for, or liability relating to any Payment Processor's services, systems, operations, policies, decisions, or actions; (d) the Company shall not be liable for any errors, failures, delays, interruptions, or issues arising from or relating to Payment Processor services; (e) any payment disputes, chargebacks, refund requests (notwithstanding the no-refund policy set forth in Section 5.3 hereof), fraud claims, or other payment-related issues must be resolved directly with the applicable Payment Processor in accordance with such Payment Processor's policies and procedures; (f) Payment Processors may, in their sole discretion, decline, reject, reverse, or refund any payment for any reason, including but not limited to fraud prevention, compliance requirements, risk assessment, or violation of the Payment Processor's policies; (g) the Company shall have no obligation to process payments through any alternative method if a Payment Processor declines or rejects a payment; and (h) the availability of specific Payment Processors may vary by region, and the Company reserves the right to add, remove, or modify available payment methods at any time without prior notice.

10.3 Impact of Third-Party Platform Changes.

You expressly acknowledge, understand, and agree that the Company's ability to provide the Services is dependent upon and subject to the continued availability, functionality, and cooperation of Third-Party Platforms, including but not limited to TikTok and Stripe. Accordingly, you acknowledge and accept that: (a) Third-Party Platforms may, at any time and without prior notice, discontinue, suspend, terminate, modify, or restrict their services, features, functionality, application programming interfaces, or platform access; (b) access to Third-Party Platform application programming interfaces may be revoked, limited, throttled, or otherwise restricted by the Third-Party Platform at any time; (c) Third-Party Platforms may increase fees, impose new fees, modify pricing structures, or change fee schedules, which may result in increased costs that the Company may pass through to you; (d) functionality, features, capabilities, or services may be changed, modified, degraded, or removed by Third-Party Platforms at any time; (e) such changes, modifications, disruptions, or terminations by Third-Party Platforms shall not constitute breach of this Agreement by the Company, shall not give rise to any liability on the part of the Company, and shall not entitle you to any refund, reimbursement, credit, compensation, or other remedy of any kind; and (f) the Company may modify, limit, or discontinue the Services, in whole or in part, to the extent necessitated by changes to Third-Party Platforms.

11. DATA PROTECTION, PRIVACY, AND INFORMATION SECURITY

11.1 Incorporation of Privacy Policy.

Your use of the Platform and Services is subject to and governed by the Company's Privacy Policy, which is hereby incorporated into this Agreement by reference and made an integral part hereof. By using the Platform or Services, you acknowledge that you have read, understood, and agree to be bound by the Privacy Policy in its entirety.

11.2 Consent to Data Processing.

You hereby expressly consent to and authorize the Company's collection, use, processing, storage, transmission, disclosure, and other handling of all data, information, and materials submitted by you or collected in connection with your use of the Platform or Services, including but not limited to personal data, business information, registration documents, financial information, payment data, usage data, advertising content, and any other data or information, all in accordance with the Privacy Policy and as necessary or appropriate for the provision of Services.

11.3 User Data Protection Obligations.

You acknowledge and agree that you are solely and exclusively responsible for ensuring your full compliance with all applicable data protection, privacy, and information security laws, regulations, and requirements in connection with your use of the Services and your advertising activities, including but not limited to the General Data Protection Regulation (GDPR) (EU) 2016/679, the California Consumer Privacy Act (CCPA), the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, and any other applicable data protection or privacy legislation, regulations, or requirements in any jurisdiction in which you operate or conduct advertising activities. Without limiting the generality of the foregoing, you represent, warrant, and covenant that: (a) you have obtained all necessary consents, permissions, and authorizations from all individuals whose personal data is collected, used, or processed in connection with your advertising campaigns; (b) you have provided all required privacy notices, disclosures, and information to such individuals; (c) you maintain appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction; (d) you comply with all applicable requirements relating to cross-border data transfers; and (e) you maintain all required policies, procedures, and documentation to demonstrate compliance with applicable data protection laws.

11.4 Data Sharing with Third Parties.

You acknowledge and consent to the Company's sharing of data and information with TikTok, Stripe, and any other third-party service providers, platforms, contractors, or partners as necessary or appropriate for the provision of Services, the operation of the Platform, or compliance with legal obligations. You further acknowledge that such third parties may collect, use, process, and handle data in accordance with their own privacy policies, terms of service, and applicable laws, and that the Company shall bear no responsibility or liability for such third parties' data handling practices.

12. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

12.1 Company's Proprietary Rights.

All right, title, and interest in and to the Platform, including but not limited to all software, source code, object code, algorithms, technology, architecture, user interfaces, visual interfaces, graphics, design, compilation, information, data, content, materials, features, functionality, trademarks, service marks, trade names, logos, trade dress, and any and all intellectual property rights embodied therein or associated therewith, including but not limited to copyrights, patent rights, trade secret rights, trademark rights, moral rights, and any other proprietary rights recognized in any jurisdiction (collectively, "Company IP"), are and shall remain the sole and exclusive property of the Company and its licensors. No right, title, interest, license, or ownership in or to any Company IP is transferred to you under this Agreement, except for the limited license expressly granted in Section 12.2 below.

12.2 Limited License Grant to User.

Subject to your compliance with all terms and conditions of this Agreement, the Company hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, and terminable license to access and use the Platform and Services solely for the purposes explicitly contemplated by this Agreement and solely during the term of this Agreement. This license does not include any right to: (a) modify, adapt, alter, translate, or create derivative works of the Platform or any component thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, algorithms, or trade secrets underlying the Platform; (c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or any component thereof to any third party; (d) remove, alter, or obscure any proprietary notices, labels, or marks on or within the Platform; (e) use the Platform in any manner that competes with the Company's business or interests; or (f) use the Platform for any purpose other than as expressly permitted herein. This license shall automatically terminate upon termination of this Agreement or your use of the Services.

12.3 User Content License Grant to Company.

You hereby grant to the Company and its affiliates, successors, and assigns a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable, and sublicensable license and right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display, perform, and otherwise exploit any and all content, materials, data, information, advertising creatives, images, videos, text, and other materials that you submit, upload, post, publish, or otherwise make available through the Platform or Services (collectively, "User Content"), in any and all media or formats now known or hereafter developed, for the purposes of providing, operating, maintaining, improving, promoting, and marketing the Services, and for any other business purposes of the Company. This license shall survive termination of this Agreement. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to grant this license to the Company, and that the Company's exercise of such license will not infringe or violate any third-party rights.

12.4 Feedback and Suggestions.

In the event that you provide to the Company any feedback, suggestions, ideas, enhancement requests, recommendations, comments, or other input relating to the Platform or Services (collectively, "Feedback"), you hereby acknowledge and agree that such Feedback shall become the sole and exclusive property of the Company, and you hereby irrevocably assign and transfer to the Company all right, title, and interest in and to such Feedback, including all intellectual property rights therein. The Company shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without any obligation or compensation to you, and you hereby waive any and all rights, including moral rights, that you may have in such Feedback.

13. TERM, TERMINATION, AND EFFECT OF TERMINATION

13.1 Term of Agreement.

This Agreement shall commence on the date you first access or use the Platform or Services and shall continue in full force and effect for so long as you continue to access or use the Platform or Services, unless earlier terminated in accordance with the provisions of this Section 13.

13.2 Termination by User.

You may terminate this Agreement at any time by ceasing all use of the Platform and Services and submitting a written request to the Company for closure of your Account. Notwithstanding the foregoing, you acknowledge and agree that: (a) any Wallet balances, whether used or unused, shall be immediately and irrevocably forfeited upon voluntary termination by you; (b) you shall not be entitled to any refund, reimbursement, credit, or return of any Funds, fees, or amounts paid; and (c) termination does not relieve you of any obligations, liabilities, or responsibilities that accrued prior to termination or that expressly survive termination as set forth in Section 13.5 below.

13.3 Termination by Company.

The Company reserves and retains the absolute, unconditional, and unfettered right to terminate, suspend, or otherwise discontinue your access to the Platform or Services, and to close or disable your Account, at any time, for any reason or for no reason whatsoever, with or without prior notice to you, and without incurring any liability, obligation, or responsibility to you or any third party. Without limiting the generality of the foregoing, the Company may exercise its termination rights in circumstances including but not limited to: (a) violation or breach of any provision of this Agreement; (b) fraudulent activity, misrepresentation, or provision of false information; (c) violation of TikTok's terms, policies, or guidelines; (d) legal, regulatory, or compliance requirements; (e) extended periods of Account inactivity; (f) business or operational reasons; (g) chargebacks or payment disputes; or (h) any other circumstance deemed appropriate by the Company in its sole discretion.

13.4 Effect of Termination.

Upon termination, expiration, or cancellation of this Agreement or your access to the Platform or Services, regardless of the reason therefor and whether by you or by the Company, the following shall immediately occur: (a) all rights, licenses, and privileges granted to you under this Agreement shall immediately and automatically cease and terminate; (b) you shall immediately cease all access to and use of the Platform and Services; (c) all Wallet balances, whether used or unused, shall be immediately and irrevocably forfeited without any right to refund, reimbursement, credit, or compensation; (d) the Company may, in its sole discretion, delete, destroy, or otherwise dispose of your Account data, information, and materials without any obligation to retain, preserve, or return such data, information, or materials; (e) the Company may revoke, terminate, or discontinue your access to any and all Ad Accounts; and (f) you shall remain liable for all obligations, liabilities, fees, and amounts owed to the Company that accrued prior to termination. Notwithstanding the termination of this Agreement, you acknowledge and agree that the Company shall have no obligation or liability to provide any refund, reimbursement, credit, compensation, or other payment to you under any circumstances.

13.5 Survival of Provisions.

The following provisions of this Agreement shall survive and continue in full force and effect following any termination, expiration, or cancellation of this Agreement: Sections 1 (Definitions and Interpretation), 5.3 (No-Refund Policy), 5.6 (Fees and Charges), 6.1 (User Responsibilities), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 12 (Intellectual Property Rights), 13.4 (Effect of Termination), 13.5 (Survival of Provisions), 14 (Dispute Resolution and Governing Law), and any other provisions that by their nature or express terms are intended to survive termination.

14. DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

14.1 Governing Law.

This Agreement, and any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination (collectively, "Disputes"), shall be governed by, construed in accordance with, and enforced pursuant to the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates applicable therein, without giving effect to any choice of law or conflict of law provisions or rules that would cause the application of the laws of any other jurisdiction.

14.2 Arbitration Agreement and Waiver of Court Proceedings.

You and the Company hereby mutually agree that any and all Disputes shall be resolved exclusively through final and binding arbitration in accordance with the Arbitration Rules of the Dubai International Arbitration Centre ("DIAC Rules"), rather than through court proceedings or litigation. By entering into this Agreement, you expressly, knowingly, and voluntarily waive your right to have any Dispute resolved through court proceedings, litigation, or trial before a judge or jury. The arbitration shall be conducted in the English language in Dubai, United Arab Emirates, before a single arbitrator appointed in accordance with the DIAC Rules. The arbitrator shall have the power to grant any remedy or relief that would be available in a court of competent jurisdiction, including but not limited to injunctive relief, specific performance, and monetary damages. The arbitrator's decision and award shall be final, binding, and conclusive upon the parties and may be entered and enforced in any court of competent jurisdiction.

14.3 Class Action Waiver and Individual Claims Only.

YOU AND THE COMPANY HEREBY EXPRESSLY, KNOWINGLY, AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS TO PURSUE, PARTICIPATE IN, OR RECOVER DAMAGES THROUGH ANY CLASS ACTION, CLASS ARBITRATION, CONSOLIDATED PROCEEDING, REPRESENTATIVE ACTION, OR COLLECTIVE ACTION OF ANY KIND. All Disputes must be brought and resolved on an individual basis only, and you agree that you shall not bring, join, participate in, or seek to recover through any class action, collective action, consolidated action, representative action, or any other proceeding in which you act or propose to act in a representative capacity on behalf of a class or group of persons. You further agree that the arbitrator shall have no authority or jurisdiction to conduct any form of class arbitration, to consolidate multiple parties' claims, or to preside over or adjudicate any form of representative or collective proceeding. This class action waiver is an essential, fundamental, and material term of this Agreement, and in the absence of this waiver, the Company would not enter into this Agreement or provide the Services.

14.4 Exceptions to Arbitration.

Notwithstanding the provisions of Section 14.2 above, the Company may, in its sole and absolute discretion, seek injunctive relief, specific performance, or other equitable remedies in any court of competent jurisdiction for the purpose of preventing, enjoining, or restraining any actual or threatened breach of this Agreement, including but not limited to breaches relating to intellectual property rights, confidentiality obligations, or unauthorized use of the Platform. Additionally, either party may seek relief in a court of competent jurisdiction for the purpose of enforcing an arbitration award or compelling arbitration in accordance with this Section 14.

14.5 Jurisdiction and Venue.

To the extent that court proceedings are permitted or required under this Agreement, you hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Emirate of Dubai, United Arab Emirates, and irrevocably waive any objection to such jurisdiction or venue, including but not limited to any objection based on inconvenient forum. You further agree that service of process may be effected in any manner permitted by the laws of the United Arab Emirates or the applicable rules of civil procedure.

14.6 Costs and Attorneys' Fees.

In any arbitration or litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs, expenses, and attorneys' fees incurred in connection with such arbitration or litigation, including but not limited to pre-arbitration or pre-litigation costs, arbitration or court fees, expert witness fees, and post-judgment or post-award enforcement costs.

15. FORCE MAJEURE

15.1

The Company shall not be liable, responsible, or held in breach of this Agreement for any failure, delay, interruption, suspension, or inability to perform any obligation under this Agreement, or for any loss, damage, or harm arising therefrom, to the extent that such failure, delay, interruption, suspension, or inability is caused by, results from, or arises out of any Force Majeure event or circumstance. Force Majeure events and circumstances include, without limitation: (a) acts of God, including earthquakes, floods, hurricanes, tsunamis, tornadoes, lightning, or other natural disasters; (b) epidemics, pandemics, public health emergencies, or quarantines; (c) war, armed conflict, invasion, terrorism, civil war, insurrection, or civil commotion; (d) strikes, lockouts, labor disputes, or other industrial actions; (e) governmental actions, orders, regulations, embargoes, sanctions, import or export restrictions, or legal prohibitions; (f) failure or interruption of internet, telecommunications, or utility services; (g) changes to Third-Party Platform policies, terms, features, functionality, or availability, including but not limited to TikTok platform outages, API limitations, policy changes, or service disruptions; (h) cyberattacks, hacking, denial of service attacks, malware, ransomware, or other security incidents affecting the Company's systems or Third-Party Platforms; (i) equipment failure, software malfunctions, or technical issues beyond the Company's reasonable control; and (j) any other event, circumstance, or cause beyond the Company's reasonable control, whether similar or dissimilar to those enumerated above. During the continuation of any Force Majeure event, the Company's obligations under this Agreement shall be suspended, and the time for performance shall be extended by a period equal to the duration of such Force Majeure event. The Company shall not be required to provide any refund, reimbursement, credit, or compensation for any inability to perform during a Force Majeure event.

16. GENERAL PROVISIONS AND MISCELLANEOUS TERMS

16.1 Entire Agreement and Integration.

This Agreement, together with the Company's Privacy Policy and any other policies, guidelines, or terms expressly incorporated by reference herein, constitutes the entire agreement and understanding between you and the Company with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous agreements, understandings, representations, warranties, statements, negotiations, and discussions, whether written or oral, relating to such subject matter. No representation, warranty, promise, or inducement not expressly set forth in this Agreement shall be binding upon either party.

16.2 Severability and Reformation.

In the event that any provision of this Agreement is determined by any court, arbitrator, or other tribunal of competent jurisdiction to be invalid, illegal, void, voidable, or unenforceable under applicable law, such provision shall be deemed severed and removed from this Agreement, and all remaining provisions of this Agreement shall continue in full force and effect with the same validity and enforceability as if the severed provision had never been included. To the extent permitted by applicable law, any invalid, illegal, or unenforceable provision shall be reformed or modified to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the parties' original intent to the greatest extent possible.

16.3 Waiver.

No failure, delay, or forbearance by the Company in exercising any right, power, privilege, or remedy under this Agreement shall operate as or be construed as a waiver thereof, nor shall any single or partial exercise of any right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. No waiver by the Company of any breach or default by you shall be deemed a waiver of any subsequent breach or default. Any waiver by the Company must be in writing and signed by an authorized representative of the Company to be effective.

16.4 Assignment and Transfer.

You may not assign, transfer, delegate, sublicense, or otherwise dispose of this Agreement or any of your rights, duties, obligations, or interests hereunder, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the Company, which consent may be withheld in the Company's sole and absolute discretion. Any attempted assignment, transfer, delegation, or other disposition in violation of this Section 16.4 shall be null, void, and of no force or effect. The Company may freely assign, transfer, delegate, or otherwise dispose of this Agreement or any of its rights, duties, or obligations hereunder, in whole or in part, without your consent and without prior notice to you. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

16.5 No Partnership, Joint Venture, or Agency Relationship.

Nothing in this Agreement shall be deemed or construed to create, establish, or constitute any partnership, joint venture, agency relationship, employment relationship, franchise relationship, or fiduciary relationship between you and the Company. Neither party shall have any authority, power, or right to bind, obligate, or otherwise act on behalf of the other party, nor shall either party hold itself out as having such authority, power, or right.

16.6 Notices and Communications.

All notices, demands, requests, consents, approvals, or other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be deemed to have been duly given and received: (a) upon personal delivery; (b) upon confirmation of receipt if sent by electronic mail to the email address registered with your Account (in the case of Notices to you) or to legal@mail.getfastads.com (in the case of Notices to the Company); (c) one (1) business day after deposit with a recognized international overnight courier service; or (d) three (3) business days after deposit in the mail if sent by registered or certified mail, return receipt requested, postage prepaid. The Company may, in its discretion, provide Notices to you by posting such Notice on the Platform or by displaying such Notice within your Account, and such Notice shall be deemed received by you upon posting or display.

16.7 Currency Display and Conversion.

All amounts, fees, charges, balances, and financial information displayed on the Platform are presented and denominated in United States Dollars (USD), regardless of the currency in which you make payments or deposits. In the event that you make any payment or deposit in any currency other than USD, such amount shall be automatically converted to USD at the exchange rate determined solely by the Company at the time of the transaction. The Company's exchange rate may include a currency conversion margin, spread, or markup, and may differ from exchange rates available through banks, currency exchanges, or other financial institutions. You acknowledge and accept all currency conversion risks, costs, and losses, and agree that the Company shall bear no liability, responsibility, or obligation for exchange rate fluctuations, currency conversion losses, or discrepancies between the Company's exchange rate and rates available elsewhere.

16.8 Language and Translation.

This Agreement has been prepared and executed in the English language, and the English-language version of this Agreement shall be the official, authoritative, governing, and controlling version for all purposes. In the event that this Agreement is translated into any other language for convenience or reference purposes, and in the event of any conflict, inconsistency, ambiguity, or discrepancy between the English-language version and any translated version, the English-language version shall prevail and control in all respects.

16.9 Taxes and Governmental Charges.

You acknowledge and agree that you are solely and exclusively responsible for determining, calculating, collecting, reporting, paying, and remitting all applicable taxes, duties, levies, assessments, fees, and governmental charges of any kind or nature whatsoever that may be imposed, levied, or assessed in connection with your use of the Services, your advertising activities, or your receipt of funds, including but not limited to sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), excise taxes, withholding taxes, income taxes, corporate taxes, business taxes, and any other taxes, duties, or charges imposed by any governmental authority in any jurisdiction. The Company shall have no obligation or responsibility to determine, calculate, collect, report, pay, or remit any such taxes on your behalf, and you shall indemnify and hold harmless the Company from and against any and all claims, assessments, penalties, interest, or liabilities arising from your failure to comply with applicable tax obligations.

16.10 Export Compliance and Trade Controls.

You represent, warrant, and covenant that you shall comply with all applicable export control laws, regulations, and requirements, import laws and regulations, economic sanctions, trade embargoes, and trade control restrictions of the United Arab Emirates, the United States, the European Union, the United Kingdom, and any other applicable jurisdiction, including but not limited to the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State, and United Nations Security Council resolutions. You shall not, directly or indirectly, access, use, export, re-export, transfer, or otherwise make available the Platform or Services to any person, entity, or jurisdiction that is subject to sanctions, embargoes, or trade restrictions.

16.10.1 Prohibition on Circumvention of TikTok Regional Restrictions.

You hereby expressly represent, warrant, and covenant that: (a) you shall not use the Platform or Services to circumvent, bypass, evade, or violate any regional restrictions, geographic limitations, country-specific policies, or access controls imposed by TikTok on its advertising platform or services; (b) you shall not create Ad Accounts or conduct advertising campaigns for the purpose of accessing TikTok markets, regions, or jurisdictions where TikTok has restricted, limited, or prohibited advertising activities; (c) you shall not use the Services to enable access to TikTok advertising capabilities for persons or entities located in regions where TikTok has implemented geographic restrictions or access limitations; (d) you shall only use the Services for advertising activities in jurisdictions where TikTok explicitly permits and authorizes such advertising through its platform; (e) you acknowledge and agree that any use of the Services to circumvent TikTok's regional restrictions may result in suspension or termination of Ad Accounts by TikTok, and may result in suspension or termination of the Company's parent Business Center, which would affect all users of the Platform; (f) you shall indemnify, defend, and hold harmless the Company from any and all claims, liabilities, damages, losses, or consequences arising from your circumvention or attempted circumvention of TikTok's regional restrictions or access controls; and (g) the Company reserves the right to immediately suspend or terminate your Account if the Company determines, in its sole discretion, that you are using or attempting to use the Services to circumvent TikTok's regional restrictions, geographic limitations, or platform policies. You further acknowledge that such circumvention activities may violate TikTok's terms of service and may result in legal action by TikTok, and that the Company shall bear no liability or responsibility for any such consequences.

16.11 Anti-Money Laundering and Counter-Terrorist Financing Compliance.

The Company is committed to compliance with all applicable anti-money laundering (AML) and counter-terrorist financing (CTF) laws, regulations, and requirements. The Company reserves the right to request, require, and obtain from you any additional documentation, information, certifications, or verifications as may be necessary or appropriate to comply with its AML and CTF obligations, including but not limited to enhanced due diligence documentation, source of funds verification, beneficial ownership information, and politically exposed persons (PEP) screening. You agree to promptly provide all requested documentation and information. The Company further reserves the right to refuse, decline, suspend, or terminate your access to the Services, or to refuse, freeze, or return any payment or deposit, if the Company determines, in its sole discretion, that such action is necessary or appropriate to comply with AML or CTF requirements, or if the Company has any suspicion or concern regarding the source, legitimacy, or legality of funds.

16.12 United States Export Restrictions.

If you are located in, resident of, or subject to the jurisdiction of the United States, you acknowledge that the Platform and Services may be subject to U.S. export control laws and regulations. You represent and warrant that you are not: (a) located in, resident of, or a national of any country subject to a U.S. government embargo or designated as a "terrorist supporting" country; (b) listed on any U.S. government list of prohibited, restricted, or sanctioned parties, including but not limited to the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List or Entity List; or (c) otherwise prohibited or restricted from receiving U.S. exports or services under applicable U.S. law.

17. SPECIFIC ACKNOWLEDGMENTS AND CONFIRMATIONS

By accepting this Agreement and using the Platform or Services, you hereby specifically, explicitly, and unequivocally acknowledge, confirm, understand, and agree to each and every one of the following critical provisions and understandings:

17.1 No-Refund Policy Acknowledgment.

You acknowledge and confirm that all payments, deposits, and Funds transferred to the Wallet are absolutely, unconditionally, irrevocably, and permanently non-refundable under any and all circumstances whatsoever, without exception, as set forth in detail in Section 5.3 of this Agreement. You further acknowledge that you have been prominently and conspicuously informed of this no-refund policy, that you have had adequate and reasonable opportunity to review, consider, and understand this policy before making any payment or deposit, and that you voluntarily, knowingly, and intentionally accept and agree to this policy as a material, essential, and fundamental condition of your use of the Services.

17.2 No Obligation to Provide Refunds for Unused Wallet Balances.

You acknowledge and confirm that the Company has absolutely no obligation, duty, or responsibility whatsoever to provide any refund, reimbursement, credit, compensation, or return of any unused, unspent, or remaining Wallet balances, regardless of the amount of such balances, the duration of time such balances have remained unused, the reason for non-use, or any other circumstance or consideration.

17.3 Disclaimer of Advertising Performance Responsibility.

You acknowledge and confirm that the Company is not responsible, liable, or accountable in any manner whatsoever for the performance, results, effectiveness, outcomes, success, or failure of any advertising campaigns, advertisements, or marketing activities conducted through the Services, and that advertising performance is subject to numerous factors outside the Company's control, including but not limited to creative quality, targeting accuracy, market conditions, competition, consumer behavior, and TikTok platform factors.

17.4 TikTok Account Suspension or Termination Acknowledgment.

You acknowledge and confirm that TikTok may, at any time and for any reason or for no reason, suspend, restrict, limit, terminate, close, or otherwise disable any Ad Account, Business Center, or user account, and that such actions by TikTok are entirely outside the Company's control and do not involve the Company's participation, authorization, or ability to intervene, and do not entitle you to any refund, reimbursement, credit, or compensation from the Company.

17.5 Company's Right to Terminate Without Cause.

You acknowledge and confirm that the Company has the absolute, unconditional, and unfettered right and discretion to terminate, suspend, or restrict your access to the Platform or Services at any time, for any reason or for no reason whatsoever, with or without prior notice, and without incurring any liability, obligation, or responsibility to you or any third party, and that such termination does not entitle you to any refund, reimbursement, credit, or compensation.

17.6 Technical Issues and Platform Unavailability.

You acknowledge and confirm that technical issues, errors, malfunctions, defects, bugs, glitches, interruptions, outages, or unavailability of the Platform or Services, whether caused by the Company, Third-Party Platforms, internet service providers, telecommunications providers, or any other cause, do not entitle you to any refund, reimbursement, credit, compensation, or other remedy, and that the Company shall bear no liability for any such technical issues or unavailability.

17.7 Assumption of Third-Party Platform Risks.

You acknowledge and confirm that you assume all risks associated with the use of Third-Party Platforms, including but not limited to TikTok and Stripe, and that such risks include but are not limited to platform outages, policy changes, fee increases, service terminations, account suspensions, and any other actions or omissions by Third-Party Platforms.

17.8 No Control Over TikTok Platform.

You acknowledge and confirm that the Company is an independent intermediary service provider with no affiliation to, partnership with, or control over TikTok or its platform, policies, decisions, actions, or operations, and that the Company shall bear no liability, responsibility, or obligation for any actions, decisions, policies, or omissions of TikTok.

17.9 Currency Conversion Risks and Costs.

You acknowledge and confirm that you accept and assume all risks, costs, and losses associated with currency conversion, exchange rate fluctuations, and differences between the Company's exchange rates and rates available elsewhere, and that such risks, costs, and losses do not entitle you to any refund, reimbursement, credit, or compensation.

17.10 Balance Reporting Disclaimer.

You acknowledge and confirm that Ad Account balances displayed on the Platform may not reflect real-time, current, or entirely accurate data, may be subject to delays or synchronization issues, and may differ from balances displayed on TikTok's platform, and that you bear sole responsibility for independently verifying balances, and that any discrepancies, errors, or delays in balance reporting do not constitute breach of this Agreement and do not entitle you to any refund, reimbursement, credit, or compensation.

17.11 Modification of Terms and Fees.

You acknowledge and confirm that the Company may modify, amend, revise, supplement, or change this Agreement, including all terms, conditions, fee structures, pricing, and policies, at any time and from time to time, without prior notice or consent, and that your continued use of the Platform or Services following any such modification constitutes your acceptance and agreement to be bound by such modified terms.

17.12 Agency Assumption of Advertiser Responsibilities.

If you operate as an Agency, you acknowledge and confirm that you assume full, complete, and exclusive responsibility for all aspects of your relationships with Advertisers, including all contractual arrangements, billing and payment terms, fee structures, service delivery, communications, and dispute resolution, and that the Company shall have no relationship with, obligation to, or liability toward any Advertiser.

17.13 Heavily Favorable Terms Acknowledgment.

You expressly acknowledge, confirm, and agree that the terms and conditions set forth in this Agreement are drafted in a manner that is heavily, substantially, and significantly favorable to the Company and protective of the Company's interests, and that you have had full, complete, and adequate opportunity to seek and obtain independent legal advice from legal counsel of your choosing regarding this Agreement before accepting its terms and using the Services. You further confirm that you have either obtained such independent legal advice or have knowingly, voluntarily, and intentionally chosen to proceed without obtaining such advice.

17.14 Voluntary and Informed Acceptance.

You acknowledge and confirm that you are entering into this Agreement and accepting all of its terms, conditions, obligations, restrictions, limitations, disclaimers, waivers, and acknowledgments voluntarily, knowingly, intentionally, and with full understanding of the consequences thereof, and that you have not been subject to any duress, coercion, undue influence, fraud, misrepresentation, or mistake in accepting this Agreement.

18. CONTACT INFORMATION AND LEGAL NOTICES

18.1 Company Information.

For any questions, inquiries, concerns, or communications regarding this Agreement, the Platform, or the Services, you may contact the Company as follows:

• Company Name: PLATFORMANCE MENA MARKETING MANAGEMENT L.L.C
• Platform Name: FASTADS
• Registered Address: 202, EMMAY TOWERS, AL SUFOUH 2, DUBAI, UAE
• License Number: 1110320
• Email Address: SUPPORT@MAIL.GETFASTADS.COM
• Legal Notice Email: LEGAL@MAIL.GETFASTADS.COM

18.2 Formal Legal Notices.

All formal legal notices required or permitted to be sent to the Company under this Agreement, including but not limited to notices of termination, notices of claims, or notices of legal proceedings, must be sent in writing to the Legal Notice Email address set forth above or to the Registered Address set forth above via registered mail or recognized international courier service.

ACCEPTANCE AND ACKNOWLEDGMENT

BY CLICKING "I ACCEPT," "I AGREE," BY CHECKING THE ACCEPTANCE BOX, BY CREATING AN ACCOUNT, BY ACCESSING THE PLATFORM, BY USING THE SERVICES, OR BY MAKING ANY PAYMENT OR DEPOSIT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ, FULLY UNDERSTOOD, AND UNCONDITIONALLY AGREE TO BE LEGALLY BOUND BY THIS ENTIRE AGREEMENT IN ITS ENTIRETY, INCLUDING ALL TERMS, CONDITIONS, OBLIGATIONS, RESTRICTIONS, LIMITATIONS, DISCLAIMERS, WAIVERS, AND ACKNOWLEDGMENTS SET FORTH HEREIN.

YOU SPECIFICALLY AND EXPLICITLY ACKNOWLEDGE, CONFIRM, AND AGREE TO THE FOLLOWING CRITICAL PROVISIONS:

1. THE ABSOLUTE, UNCONDITIONAL, AND IRREVOCABLE NO-REFUND POLICY SET FORTH IN SECTION 5.3, PURSUANT TO WHICH ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE UNDER ANY AND ALL CIRCUMSTANCES;
2. THE COMPREHENSIVE WAIVER OF ANY AND ALL RIGHTS TO REFUNDS, CHARGEBACKS, PAYMENT REVERSALS, OR RETURN OF FUNDS;
3. THE BROAD DISCLAIMER OF WARRANTIES SET FORTH IN SECTION 7, PURSUANT TO WHICH THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES WHATSOEVER;
4. THE STRICT LIMITATION OF LIABILITY SET FORTH IN SECTION 8, PURSUANT TO WHICH THE COMPANY'S TOTAL LIABILITY IS CAPPED AT THE LESSER OF THREE MONTHS' FEES OR USD $100;
5. THE COMPREHENSIVE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9, PURSUANT TO WHICH YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE COMPANY FROM ALL CLAIMS ARISING FROM YOUR USE OF THE SERVICES;
6. THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SET FORTH IN SECTION 14, PURSUANT TO WHICH YOU WAIVE YOUR RIGHTS TO COURT PROCEEDINGS AND CLASS ACTIONS; AND
7. ALL OTHER TERMS, CONDITIONS, OBLIGATIONS, RESTRICTIONS, LIMITATIONS, DISCLAIMERS, WAIVERS, AND ACKNOWLEDGMENTS SET FORTH IN THIS AGREEMENT.

YOU FURTHER ACKNOWLEDGE THAT YOU HAVE HAD ADEQUATE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE REGARDING THIS AGREEMENT AND THAT YOU ARE ENTERING INTO THIS AGREEMENT VOLUNTARILY, KNOWINGLY, AND WITH FULL UNDERSTANDING OF ITS TERMS AND CONSEQUENCES.

END OF TERMS AND CONDITIONS
Document Version: 1.0
Effective Date: February 11, 2026
Governing Law: United Arab Emirates

‍