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END USER LICENCE AGREEMENT – DUBAI FONT

PLEASE READ THE TERMS AND CONDITIONS IN THIS END USER LICENCE AGREEMENT (AGREEMENT) CAREFULLY. BY USING, COPYING OR INSTALLING THE FONT SOFTWARE THE LICENSEE ACCEPTS ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND AGREES TO ABIDE BY THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE ENFORCEABLE AGAINST THE LICENSEE AND ANY LEGAL ENTITY THAT HAS OBTAINED THE FONT SOFTWARE AND ON WHOSE BEHALF IT IS USED. THE LICENSEE MUST NOT USE OR INSTALL THE FONT SOFTWARE IF THE LICENSEE DOES NOT AGREE TO THESE TERMS AND CONDITIONS.

This Agreement is a legal agreement between you (Licensee) (and, if the Licensee is entering into this Agreement on behalf of the Licensee’s employer, the Licensee’s client and/or any other third party and the Licensee is legally and duly authorised to do so, “Licensee” shall also include that person or party) and TEC for the Font Software (both as defined in Clause 1.1 below).

1 DEFINITIONS

1.1 In this Agreement:
“Application” means a separate and distinct stand-alone software product, which may be a Commercial Product, which runs on a mobile, tablet computer or PDA iOS, Android or Windows platform and hardware device and that is made available by the Licensee to End Users or by the Licensee to a distributor who then makes the same available to End Users;
“Commercial Product” means a product in which the Font Software has been embedded and which is offered for distribution to the general public (or to any class or subset of the general public) whether free of charge, for a fee or other consideration or as a result of the Licensee’s business activity;
“Digital Products” means websites, promotional or marketing content delivered via the Internet for display on Output Devices. A Digital Product includes banner ads and display advertisements shown on websites, advertisements in web applications and advertisements in Applications. A Digital Product does not include an Application;
          “End User” means the individual or entity which downloads or accesses: (a) an Application; (b) a Digital Product; or (c) an E-Publication, as applicable as the context so requires, to be ran on a hardware device;
          “E-Publication” means a collection of graphics and text in an electronic form which is intended for consumption by an End User;
          “Font Software” means the coded software that is accompanied with this Agreement and/or the set of files released by TEC under this Agreement (which shall include all software, instructions, source files, build scripts and documentation (whether printed materials or online materials that accompany this Agreement and/or the Font Software) which when used collectively or individually on an appropriate device or devices, generates typeface and typographic designs and ornaments. Font Software shall include all bitmap representations of typeface and typographic designs and ornaments created by or derived from the Font Software, and all updates, upgrades, permitted modifications and permitted copies thereunder;
          “Output Device” means a display which displays a screen image created by use of or access to the Font Software to make visible in non-machine readable form, either permanently or temporarily, the typeface design and fonts contained within the Font Software;
          “Parties” means the Licensee and TEC collectively, and each individually being referred to as a “Party”;
          “Public Software” means: (a) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models; and/or (b) any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (i) be disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works, or (iii) be redistributable at no charge; and
          “TEC” means collectively The Executive Council (an entity in the Emirate of Dubai, United Arab Emirates established pursuant to Law No. (3) of 2003 and having its principal address at Emirates Towers, Level 38, Sheikh Zayed Road, P.O. Box 72233, Dubai, United Arab Emirates), its successors and assigns.
       
2 LICENCE

          2.1
          TEC licenses use of the Font Software to the Licensee on the basis of this Agreement free of charge on a no-fee basis. TEC does not sell the Font Software to the Licensee. TEC remains the owner of the Font Software at all times. The Licensee has no rights to the Font Software other than as set forth in this Agreement. All rights not expressly granted in this Agreement are reserved to TEC.
       
          2.2
          In consideration of the Licensee agreeing to abide by the terms of this Agreement, TEC hereby grants to the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable and revocable licence to use the Font Software on the terms of this Agreement until this Agreement and/or such licence is terminated in accordance with this Agreement to install and use the Font Software for the Licensee’s own personal or internal business purposes only and:
                (a)subject to the terms of Clause 3.1, make up to one (1) copy of the Font Software in machine readable form for back-up purposes;
                (b) embed the Font Software into an electronic document provided that the document (i) is not a document that rents, leases, sub-licenses, loans, translates, merges, adapts, varies, alters, modifies, commercially exploits or further distributes (whether commercially or otherwise), the whole or any part of the Font Software; and (ii) is distributed in a secure format that does not permit the extraction or installation of the embedded Font Software. The Licensee may embed static graphic images into an electronic document, including a Commercial Product, (for example, a “gif”) with a representation of a typeface and typographic design or ornament created with the Font Software as long as such images are not used as a replacement for the Font Software (for example, as long as the representations do not correspond to individual glyphs of the Font Software and may not be individually addressed by the document to render such designs and ornaments);
                (c)subject to Clause 2.2(d), embed the Font Software into an Application (i) in a secure manner which does not allow an End User to access the Font Software outside of the Application or permit the extraction or installation of the embedded Font Software; and (ii) distribute worldwide (subject to any applicable export restrictions) such Application to End Users. The Licensee may not embed the Font Software (i) in any Application that allows the generation of output such as and including PDFs, word processing documents, spreadsheets, photos, static images, scalable images, advertisements or other documents or data files; or (ii) in any Application that is a server component in a client/server architecture. The Font Software may only be embedded in an Application where the Font Software does not represent a substantial component of, and does not represent the primary value or the functionality of the Application into which it will be embedded;
                (d)embed the Font Software into an E-Publication (including an E-Publication that is a Commercial Product) (i) in a secure manner which does not allow an End User to access the Font Software outside of the E-Publication or permit the extraction or installation of the embedded Font Software; and (ii) distribute worldwide (subject to any applicable export restrictions) such E-Publication to End Users. The Font Software must be embedded within a file format that protects the Font Software by means of encryption or obfuscation. The E-Publication must be a non-executable file which is displayed by e-reader software or on e-reader devices. Font Software may not be installed in the operating system on which the E-Publication runs; and
                (e)to access, download and use the Font Software to (i) create Digital Products or allow a third party to create Digital Products on the Licensee’s behalf; and (ii) embed the Font Software into Digital Products and publish such Digital Products. If the Licensee allows a third party to use the Font Software on the Licensee’s behalf to create Digital Products, the Licensee agrees that (i) such third party will only use the Font Software to create Digital Products on the Licensee’s behalf; (ii) the Licensee will make such third party aware of the terms of this Agreement; (iii) the Licensee will ensure that such third party destroys and deletes all Font Software in its possession and/or control upon completion of their use of the Font Software on the Licensee’s behalf; and (iv) the Licensee shall remain responsible for all acts and omissions of such third party with regards to their use of the Font Software. The Licensee shall embed the Font Software into the Digital Product in a secure manner which does not allow an End User to access the Font Software outside of the Digital Product or permit the extraction or installation of the embedded Font Software.

3 RESTRICTIONS

          3.1           Except as expressly set out in this Agreement or as permitted by any local law, the Licensee undertakes:
                (a)                not to copy the Font Software, except where such copying is incidental to the normal use of the Font Software or where it is necessary for the purpose of back-up or operational security;
                (b)                to keep all copies of the Font Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Font Software;
                (c)                to retain exclusive custody and control over all copies of the Font Software and to include TEC’s copyright notice(s) on all entire and partial copies of the Font Software in any form. Any copies that the Licensee is expressly permitted to make pursuant to the Agreement must contain the same copyright, trademark, and other proprietary notices that appear on or in the original Font Software;
                (d)                not to rent, lease, sub-license, loan, translate, merge, adapt, vary, alter, modify, commercially exploit or further distribute (whether commercially or otherwise), the whole or any part of the Font Software nor permit the Font Software or any part of it to be combined with, or become incorporated in, any other programs;
                (e)                notwithstanding the terms of Clauses 2.2(c), 2.2(d) and 2.2(e), that the Font Software will not be used (i) in the production of fraudulent, defamatory, libellous, threatening, discriminatory, lewd, indecent, offensive, abusive, harmful, malicious, obscene or pornographic materials, images or data (or that is capable of being resolved into the same); (ii) in any material that consists of unsolicited communications, facilitates harassment, promotes discrimination, is intended to defraud, advocates or promotes any unlawful act or infringes any third party’s intellectual property rights or privacy rights; or (iii) otherwise in an illegal or unlawful manner;
                (f)                not to disassemble, unbundle, de-compile, decrypt, reverse engineer or create derivative works based on the whole or any part of the Font Software nor attempt to do any such things, except to the extent required or permitted under applicable law;
                (g)                not to alter, remove or obscure TEC’s proprietary notices, including copyright, trademark or other legal notices in the Font Software;
                (h)                not to use the Font Software to create any software that is substantially similar in its expression to the Font Software;
                (i)                not to provide, or otherwise make available, the Font Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without the prior written consent of TEC;
                (j)                not to take any action which will have the direct or indirect effect of causing the Font Software to become Public Software or otherwise be subject to a Public Software agreement; and
                (k)                to comply with all applicable technology control or export laws and regulations.
          3.2           To the extent that the Font Software may be used to create, reproduce, modify, publish or distribute materials under this Agreement, the Font Software is licensed to the Licensee only for creation, reproduction, modification, publication and distribution of non-copyrighted materials, materials in which the Licensee owns the copyright, or materials the Licensee is authorized or legally permitted to create, reproduce, modify, publish or distribute.
          4           INTELLECTUAL PROPERTY RIGHTS
          4.1           The Font Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
          4.2           The Licensee acknowledges that all intellectual property rights in the Font Software, its structure, organization, code and related files (include all property rights therein and all copies thereof) throughout the world belong to TEC, that rights in the Font Software are licensed (not sold) to the Licensee strictly under the terms of this Agreement, and that the Licensee has no intellectual property rights in, or to, the Font Software other than the right to use the Font Software in accordance with the terms of this Agreement and all rights not expressly granted to the Licensee under this Agreement are reserved by TEC.
          4.3           The use of any trademark or trade names relating to the Font Software and/or TEC does not give the Licensee any rights of ownership in that trademark and all use of any trademark shall inure to the sole benefit of TEC. The Licensee may not change any trademark or trade name designation for the Font Software. Nothing contained herein shall be deemed as granting the Licensee a licence to use any trademark or trade names associated with the Font Software.
          4.4           The Licensee agrees not to challenge TEC’s rights in or to the Font Software, or the validity of any intellectual property rights or any other of rights therein or to infringe TEC’s rights therein.

          5           NO WARRANTY AND LIABILITY

          5.1           TO THE EXTENT PERMITTED BY LAW, THE FONT SOFTWARE IS PROVIDED ON AN “AS IS” BASIS WITH “ALL FAULTS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATION, CONDITIONS OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, CONDITIONS OR REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THAT THE LICENSEE’S REQUIREMENTS WILL BE MET, ACCURACY, QUIET ENJOYMENT, INTERFERENCE IN THE LICENSEE’S ENJOYMENT, UNINTERRUPTION, BEING ERROR OR DEFECT FREE, DEFECTS OR ERRORS BEING CORRECTED AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, COPYRIGHT, PATENT, TRADEMARK OR ANY OTHER RIGHT. IN ADDITION, TEC DOES NOT MAKE ANY REPRESENTATION, CONDITION OR WARRANTY REGARDING THE USE OR THE RESULTS OF THE USE OF THE FONT SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. SHOULD THE FONT SOFTWARE PROVE DEFECTIVE, THE LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE FOREGOING EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A PERSON OR CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO THE LICENSEE. IF THE LICENSEE’S LOCAL LAW DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, THEN ANY IMPLIED WARRANTIES, GUARANTEES OR CONDITIONS ARE LIMITED AS MUCH AS THE LICENSEE’S LOCAL LAW ALLOWS.
          5.2           THE LICENSEE ACKNOWLEDGES THAT THE FONT SOFTWARE HAS NOT BEEN DEVELOPED TO MEET THE LICENSEE’S INDIVIDUAL REQUIREMENTS, AND THAT IT IS THEREFORE THE LICENSEE’S SOLE RESPONSIBILITY TO ENSURE THAT THE FACILITIES AND FUNCTIONS OF THE FONT SOFTWARE AS DESCRIBED BY TEC (IF AT ALL) MEET THE LICENSEE’S REQUIREMENTS.
          5.3           TO THE EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING THE LICENSEE’S LOCAL LAWS), TEC DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY LOSS, DAMAGES, DAMAGE, COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, WORK STOPPAGE, LOSS OF DATA, COMPUTER ISSUES, FAILURE, DAMAGE OR MALFUNCTION OR FOR ANY CLAIM BY THE LICENSEE OR ANY THIRD PARTY ARISING FROM OR OUT OF THE USE OR INABILITY TO USE THE FONT SOFTWARE OR FROM OTHER DEALINGS IN THE FONT SOFTWARE, EVEN IF TEC WAS MADE AWARE OF THE POSSIBILITY OF THE SAME AND REGARDLESS OF THE THEORY (INCLUDING CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) UPON WHICH SUCH CLAIM IS BASED. THE LICENSEE ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS IN THIS CLAUSE 5 ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT THE FONT SOFTWARE HAS BEEN LICENSED TO THE LICENSEE FREE OF CHARGE ON A NO FEE BASIS.
          5.4           THE LICENSEE IS SOLELY RESPONSIBLE FOR ALL CONTENT GENERATED BY THE LICENSEE THROUGH USE OF THE FONT SOFTWARE AND IT IS THE LICENSEE’S RESPONSIBILITY THAT THE LICENSEE’S CONTENT DOES NOT INFRINGE OR VIOLATE THE RIGHTS OF ANY PERSON OR THIRD
          PARTY. THE ENTIRE AND SOLE RISK ARISING OUT OF USE OR PERFORMANCE OF THE FONT SOFTWARE AND THE LICENSEE’S CONTENT REMAINS WITH THE LICENSEE.
          5.5           The Licensee is required to take all measures to avoid, mitigate and reduce any loss, damage, damages, costs and expenses it incurs or suffers.
          5.6           The Licensee agrees that the Licensee’s breach of any of the terms and conditions in this Agreement may cause irreparable and significant harm to TEC (whether monetary or otherwise).
          5.7           The Licensee shall be fully responsible for all use of (and other dealings in) the Font Software by any person who gains access to it pursuant to the terms and conditions of this Agreement, or as a result of any of the Licensee’s acts or omissions in violation or breach of this Agreement.
          5.8           The Licensee undertakes to defend, indemnify and hold TEC and TEC’s personnel, representatives and affiliates harmless from and against any claim or action against TEC or TEC’s personnel, representatives and affiliates for the Licensee’s breach, violation or non-compliance with the terms and conditions of this Agreement and the Licensee shall fully indemnify TEC and TEC’s personnel, representatives and affiliates from and against any and all losses, damages, damage, fines, penalties, costs (including reasonable legal fees) and expenses incurred by or awarded against TEC or TEC’s personnel, representatives or affiliates as a result of or in connection the Licensee’s breach, violation or non-compliance.
          5.9           The Licensee acknowledges and agrees that if any claim is made in relation to or in connection with the Font Software infringing the rights of a third party (Claim), TEC shall have the sole discretion to determine whether TEC or the Licensee shall defend the Claim. If any third party makes a Claim, or notifies an intention to make a Claim against TEC, TEC’s personnel, representatives or affiliates or against the Licensee, the Licensee shall:
                (a)                upon becoming aware of the same, immediately give written notice of the Claim to TEC, specifying the nature of the Claim in as much detail as possible;
                (b)                not make any admission of liability, settlement, agreement or compromise in relation to the Claim without TEC’s prior written consent; and
                (c)                give TEC and TEC’s professional advisers access at reasonable times (on reasonable prior notice) to the Licensee’s premises and the Licensee’s officers, directors, employees, agents, representatives or advisers (if any and as applicable), and to any relevant assets, accounts, documents and records within the Licensee’s power or control, so as to enable TEC and TEC’s professional advisers to examine them and to take copies (at the Licensee’s expense) for the purpose of assessing the Claim.
          5.10           If any Claim is made, or in TEC’s reasonable opinion is likely to be made, TEC may (but not necessarily) at TEC’s sole option and expense:
                (a)                procure for the Licensee the right to continue to use the Font Software (or any part thereof) in accordance with the terms of this Agreement;
                (b)                modify the Font Software so that it ceases to be infringing;
                (c)                replace the Font Software with non-infringing font software; or
                (d)                terminate this Agreement immediately by notice to the Licensee.
             
          6           TERMINATION
       
          6.1           TEC shall be entitled to terminate this Agreement at any time on giving the Licensee not less than seven (7) days’ prior notice of termination.
          6.2           Without prejudice to TEC’s rights and remedies under applicable law, TEC shall be entitled to terminate this Agreement with immediate effect on notice if the Licensee is in material breach of any of its obligations in this Agreement and either that breach is incapable of remedy or the Licensee has failed to remedy that breach within seven (7) days of receiving notice requiring it to remedy that breach.
          6.3           Upon termination for any reason:
                (a)                all rights granted to the Licensee under this Agreement shall cease;
                (b)                the Licensee must cease all activities relating to this Agreement; and
                (c)                the Licensee must immediately delete or remove the Font Software from all computer and IT equipment in the Licensee’s possession and immediately destroy or return to TEC (at TEC’s sole option) all copies of the Font Software then in the Licensee’s possession, custody or control and, in the case of destruction, certify to TEC that the Licensee has done so.
          6.4           Any termination of this Agreement shall not affect any accrued rights or liabilities of either Party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after expiry or termination of this Agreement.
       
          7           GENERAL WARRANTIES
       
          7.1           The Licensee represents and warrants to TEC that:
                (a)                the Licensee has the power and right to enter into this Agreement which has been duly authorised and upon its acceptance, will constitute a valid and legally binding agreement for the Licensee enforceable against the Licensee in accordance with its terms; and
                (b)                the Licensee irrevocably undertakes to TEC that the Licensee shall fully comply with all of its obligations in this Agreement and all applicable laws.
             
          8           GENERAL
       
          8.1           If the Licensee wishes to contact TEC it must do so in writing, or if any term in this Agreement requires the Licensee to give TEC notice in writing, the Licensee shall contact TEC by emailing info@dubaifont.com and TEC may confirm receipt of this email by contacting the Licensee in writing, normally by email. If TEC has to contact the Licensee or give the Licensee a notice, TEC may do so by emailing the email address the Licensee has provided to TEC or that has been confirmed to TEC by the Licensee.
          8.2           Any notice or document to be provided by the Licensee in connection with this Agreement must be in English or, unless the Parties otherwise agree, be accompanied by a certified English translation, in which case, the English translation prevails unless the document is a statutory document.
          8.3           The Licensee may not assign, subcontract, transfer, create a charge over or otherwise dispose of any of its rights or obligations under this Agreement or the Font Software without the prior written approval of TEC. Nothing in this Agreement shall prevent or restrict TEC from assigning, subcontracting, transferring, creating a charge over or otherwise disposing of any of its rights or obligations under this Agreement. Notwithstanding any approval from TEC of any assignment or subcontract arrangement entered into by the Licensee in respect of this Agreement, the Licensee shall nonetheless continue to be liable for the performance of all obligations stipulated in this Agreement. The Licensee irrevocably and unconditionally accepts all liability for the acts and omissions of any of its employees, agents, representatives and subcontractors (including their respective personnel, representatives and agents, in each case, as applicable) as if they were the acts and omissions of the Licensee.
          8.4           The Licensee undertakes to maintain and keep up-to-date records of its use of the Font Software and shall, at TEC’s reasonable request, make them available for audit, verification and/or investigation purposes as required by TEC no later than seven (7) days from the date of request. Any cost on the part of the Licensee to comply with such audit shall be borne by the Licensee.
          8.5           Nothing contained in this Agreement shall constitute or be deemed to constitute a relationship of an agency, partnership or joint venture between the Parties and neither Party shall have any authority to represent, bind or commit the other Party in any manner or to incur expenditure in the name or for the account of the other Party unless otherwise agreed in writing by that other Party.
          8.6           No failure of either Party to exercise and no delay by it in exercising any right, power or remedy in connection with this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right or the exercise of any other right. The rights provided in this Agreement may be exercised as often as necessary, are cumulative and are not exclusive of any other rights (whether provided by law or otherwise). Any express waiver of any breach of this Agreement shall not be deemed to be a waiver of any subsequent breach. A waiver of any right must be specific and in writing.
          8.7           TEC reserves the right, without any liability or responsibility to the Licensee, to modify, update, amend or vary this Agreement without notice to the Licensee and at any time. Modified, updated, amended or varied versions of this Agreement may appear on the Dubai Font website from time to time and the same are effective immediately upon such modification, update, amendment or variation. The Licensee is responsible for regularly reviewing the Dubai Font website and all modified, updated, amended or varied versions of this Agreement that may appear thereon. The Licensee’s continued use of the Font Software following any modifications, updates, amendments or variations to this Agreement will be deemed as acceptance of any such modifications, updates, amendments or variations to this Agreement. If the Licensee does not accept and abide by the terms of this Agreement or any modifications, updates, amendments or variations to it, the Licensee is not entitled to use the Font Software.
          8.8           If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other term of this Agreement or the legality, validity or enforceability in other jurisdictions of that or any other provision of this Agreement. The Parties shall use all reasonable endeavours to replace any provision held to be illegal, invalid or unenforceable with a legal, valid and
          enforceable substitute provision the effect of which shall be as close as possible to the intended effect of the invalid provision.
          8.9           Each Party undertakes, at its own cost, to sign all documents and to do all other acts, which may be necessary to give full effect to this Agreement.
          8.10           Except as expressly stated herein, a person who is not a party to this Agreement may not enforce any of its terms.
          8.11           This Agreement and the relationship between the Parties shall be solely governed by, and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates.
          8.12           Each Party unconditionally and irrevocably agrees that the Dubai Courts as established by Law No. 3 of 1992 and Law No. 13 of 2016 (Dubai Courts) shall have the exclusive jurisdiction to settle any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement, including any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it. The Licensee hereby unconditionally and irrevocably renounces any right it may have to challenge in any other jurisdiction or arbitral system the decision of the Dubai Courts.
          8.13           The Parties acknowledge and agree that each Party’s entitlement to terminate this Agreement pursuant to Clauses 5.10(d) and 6 are in accordance with the meaning of “consent” and “mutual consent” under the United Arab Emirates Civil Code (Federal Law No. 5 of 1985) including (without limitation) Article 267 of that law, and that a court order will not be required to give effect to any termination of this Agreement under Clauses 5.10(d) and 6.
          8.14           In this Agreement:
                (a)                references to a “person” or “party” include an individual, a partnership, a firm, a company, a corporation, any other body corporate and an unincorporated association of persons; and
              (b) the words “include” and “including” shall mean including
              without limitation.