The customer (the “Customer”) is the company identified on the “Egypt Yellow Pages Ltd. Content Agreement”, or any other form of agreement stipulating the commercial contract terms between Egypt Yellow pages and the Customer. These general terms and conditions relate to the services provided by Egypt Yellow Pages and its Contracted Third Party Location Management Supplier (“Supplier”) to the Customer in relation to Content (“Content”) management (“Terms & Conditions”). These Terms & Conditions apply to the exclusion of any terms and conditions of the Customer to the Agreement between Egypt Yellow Pages and the Customer. The Agreement, the Terms & Conditions and any addendum or annex thereto (if any) together constitute the entire agreement between Egypt Yellow Pages and the Customer and are hereinafter jointly referred to as the “Agreement”. All documents referred to in these Terms & Conditions form an inseparable and integral part of the Agreement. In case of any discrepancies between the Terms & Conditions and the Agreement, the Agreement shall prevail.
 

The PUBLISHER has become VAT registered since June 3rd, 2021 - VAT Tax #: 200-045-237. All Products and/or services under this agreement are subject to VAT and imposed on the ADVERTISER by the Egyptian Tax Authority. Therefore, the PUBLISHER shall collect the VAT from the ADVERTISER at the same time it collects the advertising product(s) and/or service(s) fee(s) detailed within this agreement. Where appropriate, the PUBLISHER will supply a VAT invoice in respect of such fees and in accordance with the tax laws and regulations of Egypt.
 

Smart Places Digital Location Management Dashboard: The Smart Places Digital Location Management Dashboard (“Smart Places Dashboard”) is a cloud hosted secure online application whereby the Content of the Customer is updated, managed and shared. Once the Customer Smart Places Dashboard populated with Content, Egypt Yellow Pages will provide the Customer with secure access to the Smart Places Dashboard at a predefined URL. The Smart Places Dashboard is comprised of several components including the dashboard overview, listings management, GBP Insights overview, reputation & review response management to select publisher platforms as well as other data and analytics available for viewing and export. Unique user ID’s and passwords will be system generated and provisioned to authorized Customer personnel or those uniquely identified by the Customer whom should be granted access to the Customer Smart Places Dashboard. From time to time, the Smart Places Digital Location Management Dashboard with be unavailable due to systems updates or upgrades. Customers will be notified in such cases. Note, should the Customer or their representatives granted access make listing edits, they do so at their own risk, and will not hold Egypt Yellow Pages or its Supplier responsible for any errors or omissions to their respective listings nor for loss of business revenues.
 

Business Location Data: Upon signing of the Agreement, the Customer may provide Content to Egypt Yellow Pages and its Supplier. The Content must be provided to Egypt Yellow Pages and its Supplier in accordance with the guidelines and requirements as defined in the onboarding process. Egypt Yellow Pages and its Supplier accepts various delivery formats, including flat file format types as well as Excel files. The day on which the Customer provides the Content to and its Supplier is hereinafter referred to as the “Ingestion Date”. As soon as reasonably possible and within the timeframes indicated in "Ingestion Timelines SLA" see Appendix B, Egypt Yellow Pages and its Supplier will perform a first verification of the Content and its Supplier will be entitled to refuse certain Content from further processing if the Content does not comply with the requirements included in the "Onboarding Documentation". The date on which or its Supplier communicates to the Customer the Content has been approved for processing will hereinafter be referred to as the “Validation Date”. The Content that and its Supplier processes, includes all intellectual property rights provided to and its Supplier related thereto, will hereinafter be defined as “Under Management” by Egypt Yellow Pages and its Supplier. The Content will remain Under Management by Egypt Yellow Pages and its Supplier for the period as defined in the Agreement. The processing of the Content means all steps performed by Egypt Yellow Pages and its Supplier between Ingestion Date until the validation Date is ready to be syndicated to publishing channels. In this process, Egypt Yellow Pages and its Supplier formats, validates, enriches, translates, refines and verifies all attributes of the original Content as well as verifies geocode accuracy or generates a geocode. Egypt Yellow Pages and its Supplier relies on a timely response to Content related queries sent to its Customer. Delays in responding to Egypt Yellow Pages and its Supplier Content queries can result in delays to Content syndication and updates on publisher platforms. Once processed, Egypt Yellow Pages and its Supplier will submit the Content to the Third Party Publishers (“Publishers”) as identified in the Agreement The Customer acknowledges that the subsequent processing of the Content by the Publishers may vary per Publisher. During the term of the Agreement, the Customer may at any time provide additional or amended Content to Egypt Yellow Pages and its Supplier, in which case the above procedure applies partly or in whole. Egypt Yellow Pages and its Supplier shall use all commercially reasonable efforts to make the Content available to all of the selected Publishers and to procure that the selected Publishers publish as much content of the Customer as possible. The Customer acknowledges and agrees, however, that Egypt Yellow Pages and its Supplier cannot guarantee that all the submitted Content will be displayed or published by the selected Publishers as this is at the Publishers sole discretion and that all indicated timeframes for publication will be met for numerous factors beyond Egypt Yellow Pages and its Supplier control. The Customer can therefore never hold Egypt Yellow Pages and its Supplier liable for any of its Content not published by selected Publishers platforms.
 

Term and Termination: The Agreement commences on the date the Agreement is transacted. The Agreement will automatically be extended for periods of one (1) year, unless terminated by either party by giving 60 days written notice prior to the end of such one (1) year period. The Customer, Egypt Yellow Pages and its Supplier has the right to terminate the Agreement with immediate effect in case: of a material breach by one of the parties, or repeated breaches (whether of the same or different obligations), the cumulative effect of which is a material breach of this Agreement, which breach is not cured within 30 days after written notice of the breach by the other party, or which breach is not capable of being cured; a party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; iii. bankruptcy, liquidation or dissolution of a party. In the event the Agreement is terminated, for whatever reason, the following clauses shall survive termination: clause 7 (License), clause 8 (Representations and Warranties), clause 9 (Indemnity), clause 10 (Limitation of liability) and clause 11 (Confidentiality).
 

Fees: In exchange for providing the services as described in the Agreement the Customer shall pay to Egypt Yellow Pages the fees as agreed upon in the Agreement. Upon execution of the Agreement, Egypt Yellow Pages shall issue an invoice to the Customer for full payment for the Content management services, as further described in the Agreement All sums due to Egypt Yellow Pages under the Agreement shall be paid by the Customer without setoff. The fees paid by the Customer are for entire term of the agreement even if, for whatever reason, certain locations cease to be under management during the Agreement term. The only exception is if the Agreement is rightfully terminated by the Customer pursuant to clause 4 of these Terms & Conditions, in which case the Customer will only be obliged to pay until the moment of termination of the Agreement.
 

License: Subject to the terms and conditions of the Agreement, the Customer hereby grants to Yellow Pages, its Supplier and its affiliates, who hereby accept, a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable, transferable and royalty free license to: 

1. use, copy, modify and reformat the Content and, while keeping the Content under management combine, modify and enrich the Content with other Content obtained by Yellow Pages, its Supplier and its affiliates;

2. store the Content within Yellow Pages, its Supplier and its affiliates internal database for Content 

3. distribute, disseminate, promote products and services that include the Content; distribute (directly or through a chain of distribution) the Content  and/or derivative works of the Content  to any of the Publishers in or for use with any of their programs or products; and allow indirectly through the Publishers use of the Content  by customers of the Publishers. Any changes or deletions made by the Customer to the Content  will not in any way affect any rights already granted by Yellow Pages, its Supplier and its affiliates, to the Publishers with respect to the Content  that is subject to the changes or deletions. The Customer acknowledges and agrees that once the Content has been submitted to a Publisher, it will be out of Yellow Pages, its Supplier and its affiliates control. This means that as of that moment, Yellow Pages, its Supplier and its affiliates cannot procure or ensure the deletion or removal of the Content from any services, systems or devices under the control and operated by such Publisher or its customers or other third parties, nor can it procure or ensure non-modification or non-use of the Content by such Publisher, its customers or other third parties. Egypt Yellow Pages and its Supplier have the right to use the Customer’s name, brand name and/or logos for marketing purposes.
    

Representations and Warranties: The Customer represents and warrants that: it has the power and authority to enter into this Agreement; all Content provided to Egypt Yellow Pages and its Supplier including all intellectual property rights related thereto, is rightfully owned by or licensed or transferred to the Customer in order to grant Egypt Yellow Pages and its Supplier the license as set forth in clause 6, unencumbered and clear of any rights, claims or interests of third parties; iii. the Content  provided to Egypt Yellow Pages and its Supplier has been acquired, collected, processed, forwarded and licensed in compliance with applicable laws and regulations (including on privacy and data protection); the Content  provided to Egypt Yellow Pages and its Supplier does not contain any viruses, spyware or other harmful code or materials and are, to the best of its knowledge, free of any errors or data inaccuracies; the Content  provided to Egypt Yellow Pages and its Supplier does not contain any data, code or other materials that are subject to a GPL (GNU Public License) or LGPL (Lesser GNU Public License) license, ODbL (Open Database license), or any other license that, 

1. a.would impose obligations on Egypt Yellow Pages and its Supplier or any of the Publishers to distribute any data or software with which the Content  is combined or to permit third parties to reverse engineer or replace any portions of any data or software with which the Content  is combined, 

   that would require Egypt Yellow Pages and its Supplier or any Publisher to license patent rights to any party, or

2. that would require Egypt Yellow Pages and its Supplier or any Publisher to license patent rights to any party, or 

3. that would impose any other obligation or limitation on Egypt Yellow Pages and its Supplier or any Publisher not expressly set forth in the Agreement; it has obtained and will maintain all consents, approvals, authorizations, permits and exemptions required to fulfill its obligations under the Agreement; 

4. Performance of its obligations under the Agreement will not violate or infringe the rights or any third party, including but not limited to intellectual property rights, or conflict or interfere with any existing commitment or contractual obligation of the Customer.
    

Indemnity: The Customer shall indemnify, defend and hold harmless Egypt Yellow Pages and its Supplier and its employees, agents, representatives and affiliates from and against any and all costs, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, resulting from: any claims of third parties that the Content  infringes or misappropriates that third party’s intellectual property rights; and any claims of third parties that result from a breach of the Customer’s undertakings in respect of privacy regulations, data protection or confidentiality; iii. any claim of third parties attributable to any inaccuracy and/or incompleteness of the Content ; a breach of any of the representations and warranties set out in clause 7. The parties will promptly notify each other upon becoming aware of any third party claim as described above. If the Customer, Egypt Yellow Pages and its Supplier or any of the Publishers are facing any third party claim as described above, or if the Customer believes the Content  may infringe any third party’s intellectual property rights, the Customer shall as soon as reasonably possible at its own expense and at the discretion of Egypt Yellow Pages and its Supplier and the relevant Publisher, either: procure the right for Egypt Yellow Pages and its Supplier and the relevant Publisher to continue the use of the Content ; or replace or modify the Content  so as to make it non-infringing.
 

Limitation of Liability: Except for the Customer’s indemnification obligations under clause 8, all parties shall not be liable (whether contractual, through tort or otherwise) for consequential, punitive, special or indirect damage, including but not limited to lost profits or anticipated profits, lost income or revenue, loss of use, loss of data, loss of reputation, loss of business, loss of goodwill or missed (business) opportunities, cost of substitute goods, or business interruption. Except for the Customer’s indemnification obligations under clause 8, in no event will the total liability of either party under this Agreement for all damage exceed the amounts paid or payable to Egypt Yellow Pages in the period of twelve months prior to the date on which the damage occurred. The limitations and exclusions of liability mentioned in the preceding paragraphs of this clause shall not apply if and insofar as the damage is the result of intentional or willful recklessness on the part of the liable party.
 

Confidential Information: “Confidential Information” means the Agreement and all available information, reports and documentation in the Smart Places Dashboard. The Customer, Egypt Yellow Pages and its Supplier will not disclose any Confidential Information unless approved in writing by all parties Upon request, the other parties will return to the requesting party or, at the requesting party’s request and further instructions, destroy, the Confidential Information provided by the requesting party in relation to the Agreement. Confidential Information will not include information that: is generally and legitimately available to the public through no fault or breach of the party receiving the Confidential Information; is independently developed by the other parties without the use of any Confidential Information; iii. was rightfully obtained from a third party who had the right without limitation to transfer or disclose it to the party receiving the Confidential Information.
 

Transfer/Assignment of the Agreement: Egypt Yellow Pages and its Supplier may at any time assigns the Agreement or assign or encumber its rights thereunder. In such an event, the Customer undertakes to co-operate to the extent necessary to effect such assignment or encumbrance expeditiously. The Customer may not assign this Agreement or assign or encumber any of its rights thereunder without the prior written consent of Yellow Pages. The Customer shall immediately notify Egypt Yellow Pages or its Supplier in case of a change of control of the Customer. In such case, Egypt Yellow Pages will be entitled (at its own discretion) to terminate the Agreement with immediate effect.
 

Miscellaneous: The Agreement may be amended only by a written agreement between the Customer and Yellow Pages. The Agreement constitutes the entire agreement between the parties regarding the subject of the Agreement and it replaces all earlier agreements, oral or written, related to the subject of the Agreement. Evidence to the contrary is hereby excluded. If at any time any provision of the Agreement is or becomes illegal, void or invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of the Agreement and such invalid provision shall be replaced by such other provision which, being valid in all respects, shall have an effect as close as possible to that of the replaced provision.
 

Disputes: in case of any dispute on any part of this agreement, final settlement shall be governed by the laws and the courts of Egypt in the city of Cairo