Terms and Conditions

These Partners Portal Terms of Use (the “Agreement”) constitute the agreement between Saudi Entertainment Ventures, registered in the Kingdom of Saudi Arabia with our office located at Information Technology and Communications Complex, 3rd Floor, Building IN01, Al Nakheel District, Riyadh 12382- 6651 (hereinafter referred to as "we", "us", "our", or “SEVEN” ) and you, the SEVEN partner (“you”, “your”, “SEVEN Partner”) in relation to our use of the website portal dedicated to SEVEN Partners [SEVEN B2B Portal] and related webpages (our “Portal”), regardless of the manner in which you access or use the Portal.

1. Accepting this Agreement:

If you want to use this Portal, you must carefully read this Agreement, because it constitutes a written contract between you and us and it affects your legal rights and obligations. By accessing and/or using the Portal, you agree to be bound by and comply with this Agreement, with the date of your access being the effective date of this Agreement (“Effective Date”). Do not use the Portal if you do not agree to all of the terms of this Agreement.

2. Privacy:

We process information about SEVEN Partner’s employees, agents, representatives and/or directors in accordance with our Privacy Notice, available at [SEVEN B2B Portal]. By using our Portal, the SEVEN Partner agrees to such processing of the personal data of SEVEN Partner’s employees, agents, representatives and/or directors.

3. Description of the Services and Limitations:

Our Services. We own and operate an information platform, including our Portal, that allows the SEVEN Partner to obtain information related to SEVEN and to view and purchase goods and/or services for the purposes of the Product Reseller Agreement between the SEVEN Partner and SEVEN (the “Services”). From time to time we may provide additional Services, including (without limitation) providing online communication tools to help you contact our support team. Our Services continue to grow and change. Please refer to our Portal for further information about the Services we provide. Limitations of our Services. We do not assume any responsibility for the accuracy or reliability of any information provided by any third party. We do not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Portal or available through the Service or any other venue, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Portal or through the Service or any other venue. Under no circumstances will we (or any of our officers, directors, investors, subsidiaries, agents, assignees, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners, resellers, or employees, hereinafter “Affiliates”) be responsible for any loss or damage resulting from your reliance on information or other content posted on the Portal or transmitted to or by any user of the Portal, Service, or any other venue. To the maximum extent permissible under applicable law, you hereby irrevocably waive any right you may have to bring a claim against us, and we and our Affiliates expressly disclaim any liability whatsoever for any damage, suits, claims, and/or disputes that have arisen or may arise, whether known or unknown, therefrom.

4. Your Account:

Creating your Account. To create an account as a SEVEN Partner on our Portal (“Account”), you must provide your account details, upon which you will receive a unique, one-time valid login link (“User ID”). When creating an Account, you agree to : (i) provide true, accurate, current and complete information as requested (together with User ID, the “Account Information”) and (ii) promptly maintain and update such Account Information (as applicable) to keep it true, accurate, current and complete at all times. If the Account Information you provided is untrue, inaccurate, misleading or outdated, we have the right to suspend or terminate access to, or use of, any Account immediately with or without notice. By creating an Account, you represent, warrant and undertake that the individual acting on behalf of the SEVEN Partner has full and irrevocable power and authority to enter into this Agreement on behalf of the SEVEN Partner and to perform SEVEN Partner’s obligations hereunder and is not prevented from doing so by any other agreement or arrangement and that it has all the appropriate and necessary permits, licenses and other authorizations as necessary to enter into this Agreement on behalf of the SEVEN Partner. Admin Users. Each SEVEN Partner must register at least one Account for an admin user (“Admin Users”). Admin Users must be a senior representative of the SEVEN Partner; shall serve as the primary point of contact for the SEVEN Partner; have full access to the Portal dashboard and configuration settings for the SEVEN Partner’s Account; and can create, manage, and deactivate accounts of other authorized users within the SEVEN Partner’s organization (“Authorized Users”). Authorized Users. Admin Users may request the creation of additional user Accounts for Authorized Users. Each Authorized User Account shall be subject to prior review and approval by us, and we reserve the right to accept or reject any such request at our sole discretion. Authorized Users shall only be granted access to the portal upon successful registration and approval by us.

a. If an Account violates any part of this Agreement, we may immediately, temporarily, or permanently ban such an Account or change the Account Information associated with such Account, with or without notice.

b. Please note that you are responsible for maintaining the confidentiality and security of any Account and access credentials at all times, and you agree to notify us if access to any Account is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. To the maximum extent permitted by applicable law, any acts or omissions made by an Authorized User and/or an Admin User will be deemed as your acts or omissions. You are solely responsible for all activities that occur under any Account no matter who actually uses the Account, and we are not responsible for any misuse or use of any Account, including without limitation in the event that the Account’s unique login link is compromised or shared with a third party and/or used for transactions. You agree to immediately notify us of any misuse of any Account or any other breach of security in relation to your use of the Portal that is known to you. You agree to accept all risks of misuse of and unauthorized access to any Account and to hold us and our Affiliates harmless from and against any losses, claims, damages and/or costs related to any misuse of any Account or Account Information, including, but not limited to, improper or unauthorized use by someone to whom any Admin User and/or Authorized User shared or disclosed the Account’s unique login link.

Retrieving your Account. If you request to retrieve an Account when access to the Portal is denied due to the loss of Account Information or inability to access your unique login link, you are required to provide certain information according to the account retrieval process which we in our sole discretion implement on the Portal, and to ensure that all such information is legitimate, truthful and valid. An Account may not be retrieved if the information or documentation provided by you fails our security verification, and you are solely liable for any and all risks and losses arising therefrom. Additional Information Request. We may, at any time, request you to provide additional information in relation to the Admin User and/or Authorized Users including, but not limited to, commercial registration certificate and/or authorization letter and any information we believe necessary to comply with policies and applicable laws and regulations.

5. Your Use of Our Portal:

Access to and Use of the Portal. You are responsible for making all arrangements necessary for you to have access to our Portal. You are also responsible for ensuring that all Admin Users and Authorized Users who access our Portal are aware of this Agreement, and that they comply with it. You shall be fully responsible for all activities conducted under your registered Accounts. Licence Grant to User. Subject to your compliance with this Agreement, we hereby grant to you, a worldwide, revocable (in the circumstances set out in this Agreement), royalty-free, non-assignable, nonsub-licensable (except to Admin Users and Authorized Users only), non-transferrable, and non-exclusive licence to use the Portal (the “Portal Licence”). The Portal Licence is granted to you for the sole purpose of enabling you to use and enjoy the Portal in accordance with this Agreement. As set forth below, the Portal Licence does not provide you with title to or ownership of the Portal (or any component thereof or rights therein), but only a limited licence to use the Portal in accordance with this Agreement and subject to the use restrictions described herein. Acceptable Use Restrictions. Your use of our Portal is subject to this Agreement and applicable laws and regulations. You shall not:

Use our Portal if you are not fully able and legally competent to agree to this Agreement; - Use our Portal unless in compliance with applicable laws and this Agreement;
Provide untrue, inaccurate, outdated or incomplete information about SEVEN Partner, an Admin User and/or an Authorized User or your use of the Services;
Modify, translate, adapt, disassemble, decompile, reverse engineer, or create any derivative works based on our Portal (or any portion thereof), including any files, documentation or tables or determine or attempt to determine any source code, methods, techniques or algorithms embodied in the Portal or any derivative works thereof;
Distribute, license, transfer or sell, in whole or in part, any of the Portal or any derivative works thereof; - Infringe our intellectual property rights or those of any third party in relation to your use of the Portal;
Market, lease or rent the Portal (or any part thereof) for a fee or charge, or use the Portal to advertise or perform any commercial solicitation;
Interfere with or attempt to interfere with the proper functioning of the Portal (or any part thereof), disrupt any networks connected to the Portal (or any part thereof), or bypass any measures we use or may use to prevent or restrict access to the Portal (or any part thereof);
Use automated scripts to collect information from or interact with the Portal (or any part thereof) in any way, or otherwise engage in any form of text or data mining;
Impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from us or our Portal;
Use the Portal (or any part thereof) in a manner that may create a conflict of interest or undermine the purposes of the Portal;
Collect or harvest any information or data from the Portal or our systems or attempt to decipher any transmissions to or from the servers;
Introduce any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful to the Portal; or
Use the Portal (or any part thereof) to upload, transmit, distribute, store or otherwise make available in any way:
- Files that contain viruses or other material that is malicious or harmful;
- Defamatory, obscene, offensive, hateful or inflammatory material;
- Any content that would constitute or encourage a criminal offence; or
- Content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using the Portal, or which may expose us or our users to any harm or liability of any type.

You understand, acknowledge, and agree that any violation of the foregoing provisions may in our sole discretion and judgment lead to us to terminate this Agreement and/or may subject you to criminal liability and/or liability for damages, costs, expenses, or fees (including attorney’s fees) incurred by SEVEN in enforcing its rights against you under this Agreement.

6. Confidential Information:

For the purposes of this Agreement, “Confidential Information” means our non-public, confidential, secret or proprietary material and information that has been or may be, directly or indirectly, disclosed to you or which you come into the possession or knowledge of, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into this Agreement and using our Services. You will maintain the confidentiality of all Confidential Information we may provide you or which you receive as a result of your use of the Services and will not release, disclose, use, make available or copy any such Confidential Information without our prior written consent. You may disclose Confidential Information to employees, agents or subcontractors on a need-to-know basis only. You will take reasonable precautions to protect the confidentiality of such Confidential Information. Excluded from this obligation of confidentiality is Confidential Information which:

known or becomes known to you directly or indirectly from a third-party source not having an obligation of confidentiality to us;
This document has been classified as Restricted by Sulaiman Alhokail Restricted
becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through your breach of this Agreement;
is independently developed by you; or
is required to be disclosed by a government authority or by law, provided that you give us reasonable prior written notice sufficient to permit us to contest such disclosure.

7. Updates to our Portal; Availability:

We aim to update our Portal regularly, and may change the content at any time. We may remove material from our Portal at our own discretion and without giving any notice. We do not promise to ensure that the Portal remains available or that the material on the Portal is kept up to date.

8. Linking:

Linking to Third Party Sites. The Portal may provide links to other websites operated by third parties who may not be related to, affiliated with or endorsed by us. These links are provided for your information only. Third party platforms are not governed by this Agreement but by other agreements or policies that may differ from this Agreement. In visiting any third party platforms, whether linked to the Portal or otherwise, you do so at your own risk and you assume all responsibility in that regard. We make no representations or warranties regarding, and do not endorse, any third party platforms or any content in such platforms. We encourage you to review the terms of use of each third party platform visited before using those platforms. Linking to our Portal. You may link to our Portal, provided you do so in a way that is fair and legal, is non-deceptive and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Portal in any website that is not owned by you. Our Portal must not be framed on any other website, nor may you create a link to any part of our Portal other than the home page. We reserve the right to withdraw linking permission without notice.

9. Suspension and Termination:

If you have violated any term of this Agreement, we reserve the right, at our sole discretion, to immediately suspend or terminate your access to all or part of the Portal with or without notice. We may also suspend or terminate this Agreement or your access to the Portal in the circumstances set out in the Product Reseller Agreement and/or if the Product Reseller Agreement is suspended or terminated in accordance with its terms and conditions. In any event, we also reserve the right, at our sole discretion, to suspend or terminate your access to all or part of the Portal for any reason or no reason, with or without notice.

10. Intellectual Property Rights:

You acknowledge and agree that all copyright, trademarks and other intellectual property rights in the Portal content, software and all HTML and other code contained in our Portal shall remain at all times vested in SEVEN and/or its licensors and is protected by copyright and intellectual property and other laws. All intellectual property rights are reserved. The Portal and its contents are copyright-protected material and the copyright is owned by SEVEN unless stated otherwise. Without limiting the foregoing, and unless otherwise expressly permitted under the Product Reseller Agreement, copying the above listed materials to any other server or location for publication, reproduction or distribution is expressly prohibited. Generally speaking, trademarks appearing on the Portal are either owned by SEVEN or SEVEN has obtained limited permission from the trademark owner to use the trademark on the Portal. Any other third party trademarks remain the property of their respective owners. If you wish to obtain permission to make use of any of the copyrights, trademarks or other rights or material that may be displayed on the Portal from time to time, please contact us at [support.b2b@seven.sa]. We shall not be responsible for seeking any additional authorization required for third party use of any trademark not owned by or licensed to SEVEN for such use. Your unauthorized use of intellectual property rights owned by SEVEN or its licensors may violate copyright, trademark, privacy, publicity, communications, and other laws which may result in personal liability for you, as well as potential criminal liability.

11. Disclaimers; Limitation of Liability

You accept that our Portal is offered on an “as-is” and “as available” basis. To the fullest extent permitted under applicable law, SEVEN and its Affiliates disclaim all warranties, express or implied (whether by laws, regulations, or guidelines), including without limitation implied warranties of merchantability, fitness for a particular purpose, performance or suitability for your intended use, title and non-infringement as to the Portal, including all information, content and materials contained therein. SEVEN takes reasonable precaution and care in relation to our Portal but we do not warrant that the provision of the Portal or material displayed on it will meet your requirements, be uninterrupted, timely, secure or error-free, that defects will be corrected or that this Portal is free of software viruses or bugs or other defects. We do not ensure that the information on this Portal is correct and we do not warrant its completeness or accuracy. To the maximum extent permitted by law, and subject to Section 11.2, SEVEN disclaims any liability for any perceived false, misleading, incomplete, inaccurate, or otherwise defective content or misstatements or misrepresentations made by any users of the Portal or any other venue. The SEVEN Partner does hereby represent, understand and agree to defend, indemnify and hold SEVEN and its Affiliates harmless for any misstatements and/or misrepresentations made by or on behalf of them on this Portal or in any other venue. Content is provided for informational purposes only, and SEVEN is not responsible for any reliance upon or use of the content by you or other users, or by any third party, which is accessed at your own discretion and risk. 11.1. Subject to Section 11.2, we accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time (in each case whether direct or indirect) or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. To the extent permitted by applicable law, our total aggregate liability to you for all and any damages, losses or causes of action arising, by reason of or in connection with your use of our Portal (whether contractual, tortious or otherwise), shall be to the maximum extent permitted by applicable law excluded entirely, and we hold no liability for any such damages, losses or causes of action. 11.2. Nothing in this Agreement limits or excludes our liability: (i) for death or personal injury caused by our negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) in any way that is not permitted under applicable law. You agree that where a breach of this Agreement will cause irreparable injury to SEVEN for which monetary damages would not be an adequate remedy and SEVEN shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

12. Governing Law and Jurisdiction

This Agreement (and any contractual and non-contractual rights or obligations arising out of or in connection with it) shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia, and the courts of the Kingdom of Saudi Arabia shall have exclusive jurisdiction to settle any disputes or claims arising in connection with this Agreement.

13. General Provisions

Assignment. We reserve the right to assign this Agreement or our rights and obligations under it at any time. You may not assign this Agreement in whole or in part without our prior consent in writing.
Variation. We reserve the right to amend this Agreement at any time. Any changes we make to this Agreement will be posted on this page and where appropriate, notified to you by e-mail. We recommend that you review this Agreement from time to time as any changes we make will be binding on you.
Severability. If any provision in this Agreement is ruled invalid, unlawful, void or unenforceable by a court of competent jurisdiction, that provision will be removed from this Agreement without it affecting the rest of the Agreement and the remaining provisions of this Agreement will continue to be valid and enforceable.
Security. We do not guarantee that our Portal will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer program and platform to access our Portal. You should use your own virus protection software.
No Waiver. No failure or delay by you or us in exercising any rights or remedies under this Agreement will operate as a waiver of that or any other right or remedy.
No Partnership or Joint Venture. This Agreement shall not be construed as creating a partnership, joint venture, franchise or agency relationship between you and us.
Language. In the event of any conflict or inconsistency between the English and the Arabic versions of this Agreement, the English version shall prevail to the extent of the inconsistency.
Entire Agreement. This Agreement contains the complete agreement between SEVEN and SEVEN Partner in relation to such matters included in this Agreement. This Agreement supersedes all other oral and/or written communications, representations, agreements or undertakings pursuant to such matters included in this Agreement, without prejudice to the Product Reseller Agreement between the SEVEN Partner and SEVEN. Communications made before the Effective Date which are not expressly contained within this Agreement shall not be deemed to be incorporated into this Agreement. All and any terms or conditions included in SEVEN Partner's bid, tender or offering are expressly excluded. Any services or obligations performed in furtherance of the SEVEN Partner's obligations under this Agreement prior to the Effective Date shall be subject to the terms of this Agreement.

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