1. Introduction & Scope
1.1: Please see below Equimap Provider Terms and Conditions. These Provider Terms and Conditions shall be posted on Equimap Platform and will set out the terms in which you, as a Provider, can access and use our website “equimap.app”, services, and applications, including our mobile application, for booking directly to Customers on the website. Furthermore, Equimap reserves the right to amend the Provider Terms and Conditions prior to your acceptance on the website.
1.2: This Equimap Provider Terms and Conditions (“Agreement”) contains the terms and conditions that govern Provider access to and use of the Equimap Services. This is an agreement between the Provider (“Provider, “your”, or “you”) and EQUIMAP LL Free Zone Company duly registered with the Shams Media City in Sharjah Free Zone under license no. 2221504, with its office located at Shams Media City,Sharjah, UAE including its affiliates and subsidiaries (individually and collectively, “we,” “us,” or “our”).
1.3: This Agreement and all policies and additional terms posted on and in our Equimap Site and Mobile App, tools and services (collectively referred as “Services”) set out the terms on which we offer you access to and use of our Services. Any and all terms and policies posted on and in our Equimap Site, applications (including mobile app), tools and services are incorporated into this Agreement. By registering, accessing or using our Equimap Services, you agree to comply with all the terms of this Agreement.
1.4: This Agreement shall supersede any provider agreement you entered with Equimap or Equimap LLC (us).
1.5: Equimap LLC(“Equimap”) owns and operates “Equimap” (website, mobile app, communication channels and profiles, referred as “The Platform” or “Equimap”) in the UAE that allows Providers to sell their services to the public over the internet.
2. Equimap Services
2.1: We provide Services for you as a Provider to enable you to offer your servicesto Customers registered on the Equimap platform.
2.2: The Provider will have the opportunity to sell their services on the Equimap platform. Equimap is entitled to accept Bookings, handle payments confirmtion on behalf of the Provider. The service provided by Equimap is limited to referring customers to the Provider and accepting Bookings and payments on their behalf. In addition to this at Equimap's discretion, they may provide the Provider with analytics about the performance of the Providers’ servicesand additional marketing support.
2.3: The Provider authorizes Equimap to accept binding bookings from customers on their behalf.
2.4: Binding bookings (sales) are Equimap Bookings that contain Services from more than one Provider.
2.5: Equimap may carry out changes to the website or service, or suspend the service, with or without notice.
2.6: We reserve the right to determine the content, appearance, design, functionality and all other aspects of the Platform and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Platform and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all servicesin our sole discretion. We may, in our sole discretion, withhold for investigation, refuse to process, stop and/or cancel any of your sale transactions if we consider it necessary for legal purposes or to ensure compliance with these Provider Terms and Conditions.
2.7: We act as your service provider for your e-commerce business by providing a platform designed to offer complete software as a service (SaaS), e-commerce solutions, and services to entities validly registered in the United Arab Emirates. We will allow you to offer and sell your services and services within the United Arab Emirates.
2.8: We will also cater to your business needs and depending on your business requirements, we will provide you, our affiliated companies or other third-party providers with the following:
2.8.1: the listing of your Services;
2.8.2: offer for sale by you of your Services to Equimap Platform to your customers and/or Customers (“Customers ”);
2.8.3: customer services;
2.8.4: Booking verification and payment process;
2.8.5: collection, reconciliation, and execution of all sales proceed with any other additional services that will be provided by the Equimap Platform.
2.9: The actual contract of sale is directly between you and the Customers . Thus, we do not have any control over and we do not guarantee the existence, quality, safety or legality of Services advertised; the truth or accuracy of your content or listing; your ability and necessary authority to sell Services; the ability of the Customers to pay for Services; or that Customers or you will actually complete a transaction or reject the service.
3. Equimap Rights and Responsibilities
3.1: The Provider acknowledges that the relationship between customers and Equimap is governed by the general terms and conditions, available on the website.
3.2: Equimap will present on the website the services listed by the Provider. The Provider will be responsible for listing their own services or maybe avail the services for listing the services from Equimap VAS (Value Added Services).
3.3: Equimap is authorized to accept binding Bookings on behalf of the Provider and will be careful to pass order data on to the Provider as well as technology allows.
3.4: In order to maintain its reputation for quality and high standard of service, and notwithstanding the provisions of this Agreement and without prejudice to any of our rights and remedies as per the Applicable Law and policies that may be imposed by us from time to time, we reserve our right to delay or suspend listing of, or to refuse to list, or to de-list or to require you not to list, any or all Services that you make available to be listed for sale through the Equimap Platform including the sole discretion to deactivate your account with us in case of Provider’s services/listings receive bad reviews or complaints, or fails to comply to our terms, recommendations, and requirements or the regulations.
3.5: We may in our sole discretion withhold for investigation and/or refuse to process any Bookings. On the other hand, we may use and employ the services of our affiliates and/or third-party processors or such other service providers in connection to the fulfillment of our Equimap Services.
3.6: We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any order of Services . If any Services have been delivered and/or you have received payment for such Services , we reserve our right to obtain from you a refund to the Customers of which we solely decided to be canceled or stopped.
3.7: We will also raise the electronic invoices and credit notes on your behalf based on the VAT registration details and any additional documentation that we will request from time to time for processing the transaction between you and the Customers .
3.8: Notwithstanding any other provisions of this Agreement and without prejudice to any of our rights and remedies, you indemnify us for all loss (including to the extent that any loss is direct or indirect and/or relates to or includes any costs of investigation or professional fees or expenses) incurred or suffered (a) if you Services are found counterfeit or refurbished or not to be original; or (b) if you sell or purported to sell your Services in the Equimap Platform in breach of any third-party agreements or rights; or (c) any other type of fraudulent conducted is identified on your part.
3.9: You confirm and accept that if you or any of your affiliates breached this Agreement, we will be entitled to block your account permanently and withhold all the money due to be released. Also, you confirm that we are entitled to share your account details with the concerned authorities for legal action, and you will be liable to pay a fine of AED 50,000 to us in addition to other damages.
4. Provider's Rights and Responsibilities
4.1: Equimap Platform and Services may be used only for lawful purposes and in a lawful manner. The Provider must comply at all times with all terms, policies, and conditions as imposed by us from time to time.
4.2: The Provider is obliged to provide all the information necessary when listing a service on Equimap Platform. This should include but is not limited to, a detailed title and subtitle, price, picture and description. The Provider must never knowingly deceive a potential customer by misrepresenting their service/s.
4.3: The Provider guarantees that all the data provided or listed on Equimap Platform for his servicessatisfy all legal and consumer protection.
4.4: Service will be solemnly the responsibility of the Provider to keep up-to-date and accurate to the maximum extent.
4.5: The Provider has to make sure that all the information provided and listed at Equimap does not violate any third party’s copyright.
4.6: The Provider will contact the customer only if it is necessary for processing and complete the transactions referred by Equimap. The Provider will never try to send any advertising email or any other commercial advertisement without prior permission and agreement from Equimap or the express wish of the customer. When delivering the servicessold by Equimap, the Provider will not advertise any of Equimap competitors or other parties.
4.7: The Provider has to make sure that the Bookings should be fulfilled within the selected date by customer. The Provider is required to keep his advertised servicesand services available to the best of his ability. Repeated stock-outs will result in the removal of the Provider and all their services from the Equimap Platform.
4.8: If the Provider cannot accept a service submitted to him, he must notify Equimap as soon as possible.
4.9: The Provider agrees to adhere to his range of services and prices as provided to Equimap and as described on their listing on the website or mobile application. The Provider guarantees that there are no ongoing criminal, bankruptcy or tax proceedings, or other penalties outstanding in relation to the services they are booking through the platform. The Provider further guarantees to take great care to keep up-to-date his range of services, availability, and prices.
4.10: The Provider is representative to provide Equimap with a copy of his/her valid trade license & VAT Certificate attached at the contract e-signatures.
4.11: Processing and delivery of the agreed Services to the contracting company with Equimap. The Provider needs to make sure serviceshave been handed over in good condition to the courier company and a signed document of receiving them is available. In case of the Provider handing over the serviceswithout ensuring the courier has signed the documents for receiving the service in the right condition then the Provider takes the liability for the damage in case of it happening.
4.12: Providing Equimap with any documents or other documents that assist the sales process.
4.13: The Provider is obligated to read the Legal Documents and in particular, take note of the account eligibility and information requirements for opening a Provider account and your responsibilities when using the Equimap Platform, including respect of prohibited services under the Terms of Use.
4.16: In addition to Provider’s obligations set out in the Legal Documents, and unless otherwise agreed by us, Provider agrees to:
4.16.1: comply with our instructions regarding your services or use of our Services, including respect of removing listings of services that violate a third party’s intellectual property rights.
4.17: The Provider shall be liable to pay all related taxes to the Federal Tax Authority.
4.18: The Provider acknowledges that we are focused on ensuring an enjoyable user experience on the Equimap Platform and that we have agreed to perform certain Services for Customers with respect to refund under the Terms of Sale to enhance the user experience. The Provider agrees to provide all assistance necessary to enable us to fulfil our obligations to the Customers under the Terms of Sale and the Provider further agrees to, accept a refunded Services where a Customers has a right to Refund a service under the Terms of Sale.
4:19: in order to facilitate transactions between the Provider and the Customers , we will raise invoices and credit notes on Provider’s behalf, based on the VAT registration details the Provider provides. Such invoices and credit notes shall be provided to the Provider in electronic format.
4:19.1: unless otherwise agreed between the parties, the primary invoicing relationship is between the Provider and the Customers , therefore, the Provider will not issue any invoices to us for the services.
4:19.2: The Provider will have the sole discretion to choose and amend the pricing of servicesmanually within the Equimap Platform. All Bookings made by customers with incorrect pricing must be honored and fulfilled, and any costs or liabilities due to pricing errors shall be fully borne by the Provider.
4:20: Compliance of Provider’s content with the Applicable Law including the policies, terms and conditions that we will impose from time to time;
4:21: Creating and posting, ensuring the accuracy, completeness and appropriateness of, materials posted on Provider’s store on Equimap platform;
4.22: Ensuring that Provider’s information and listings of the Services do not infringe, violate, or misappropriate any of our rights or those of any other person or entity including without limitation copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights.
4.23: Representing and warranting that:
4.23.1: the Provider has the necessary business/ trade licenses, permissions, authorizations, proprietary rights, consents and permits in the Services and to sell and promote the Services ;
4.23.2: any information provided under this Agreement, including for the listing of the Services (including the content as posted on the Equimap Platform) is accurate, complete and not misleading or otherwise deceptive;
4.23.3: the Provider will not directly or indirectly, sell counterfeit, "replica" or "knock off" Services violating any intellectual property or proprietary rights;
4.23.4: the Provider will not directly or indirectly sell any illegal or prohibited Services as per the Applicable Law;
4.23.5: Provider’s Services conform to quality and safety standards as per the Applicable Law;
4.23.6: the Provider is solely responsible for any Services placed or distributed through the Equimap Platform and breach of any third-party contracts;
4.23.7: Provider’s placement and sale of Services through the Equimap Platform will not be in breach of any Applicable Law or third-party rights;
4.23.8: the Provider will not engage in any unfair trade practices, and publish any inaccurate or misleading advertisement or information about the Services or any advertisement which violates public policy of UAE on or via the Equimap Platform;
4.23.9: the Provider will not upload, email, call, send “SMS or MMS”, mail, post, transmit, use social media, communicate or otherwise make available any promotional materials, advertising, “junk mail”, “spam”, “pyramid schemes”, or any other authorized form of solicitation (electronic or printed) to the Customers .
4.24: For any breach of the above warranties and representations, the Provider agrees to reimburse and/or pay any fines or fees imposed by us or by any relevant authority.
4.25: The Provider should provide the required warranties and maintenance for the purchased Services in accordance with market practices, guidelines and protocols that we will impose from time to time by Equimap and Applicable Law;
4.26: The Provider remains responsible of the after-sales services, guarantees, warranties, maintenance and any defects that may arise for or in respect of the Services to be sold and listed in the Equimap Platform;
4.27: The Provider should source, offer, sell and fulfill Provider’s Services , in each case in accordance with the terms of the applicable order and shipping information;
4.28: The Provider should provide appropriate insurance covering any obligation.
4.29: The Provider must not breach any existing exclusive distributorship third-party agreements and/or rights of Services being offered and sold on Equimap Platform;
5. Provider's Account
5.1: To access the Equimap Services, you must complete the registration process by creating your account with us. Certain information and documents will be requested to complete the said registration which includes without limitation the following:
5.1.1: your current dated business/trade license;
5.1.2: description of your business activity;
5.1.3: registered logo and/or trademark;
5.1.4: sufficient proof of authorization for the individual (the “Authorized Person”) who will be registering, accessing and using the Equimap Platform and Equimap Services;
5.1.5: you provide identification details of the Authorized Person;
5.2: you provide any information and/or documentation that may be requested from time to time in the continuance of the Equimap Services etc. You may also provide “friendly” logo or business name so long as you do not infringe any proprietary rights. We reserve our right to refuse, reject, change, suspend or terminate your account in case of inaccuracy, misappropriation, violation and infringement of your content (including logo, trademark/trade name, etc.) of any third-party proprietary rights.
5.3: By completing your registration with us, you represent that you have a valid business/trade license and registration with the Department of Economic Development in Dubai (Dubai Economy). You also warrant that you comply with all the rules, regulations and laws of Dubai and United Arab Emirates (“Applicable Law”) for your continued registration and business operations and that you agree to provide any information and/or documentation that may be requested from time to time in the continuance of the Equimap Services.
5.4: You are responsible for maintaining the confidentiality of, and restricting access to and use of, your account and password, and accept responsibility for all activities that occur under your account and password. You are also responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and we and our affiliates are not responsible for any unauthorized access to your account. You agree that you will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen or any other breach of security. In no event we will be liable for any direct, indirect or consequential loss or loss of profits, good will or damage whatsoever resulting from the breach of security and/or disclosure of your username and/or password. You may not use another person’s account at any time, without express permission of the account holder.
5.5: You will provide true, accurate, current and complete information about yourself as prompted by our registration form (“Registration Data”). You will maintain and promptly update the Registration Data to keep it true, accurate, current and complete and to continue with your eligibility in availing the Equimap Services. If you provide any information that is untrue, in accurate, not current or incomplete, or not in accordance with this Agreement, without prejudice to any other rights and remedies which we have under this Agreement or Applicable Law, we will have the right to indefinitely suspend, limit, cancel or withdraw your use and access to the Equimap Platform.
6. Commissions and Fees
6.1: You authorize us to act as your exclusive payment processing agent for the purpose of: (i) collecting the proceeds of your sales and in general any sums due or owing under the Agreement and holding the same; (ii) processing customer payments, refunds and adjustments; (iii) remitting to our assigned payment processing agent; (iv) paying to us, our affiliates and to third parties (including the Customers ) any amounts you owe them.
6.2: Equimap is charging a commission on the services based on the disciplines commission schema based on the Bookings placed by the customer from Providers the flat rate is 20% from the listed price & 10% for the Global trips.
6.3: You can verify sales reports through your account and the report will include the amount successfully collected for your services minus applicable fees.
6.4: To authorize payments to you, we may be required to create an account for you with our third-party payment processors, including accepting their standard terms and conditions and submitting your details to them on your behalf.
6.5: You agree that we may choose to offer discounts against your services. In such instances, we will include a discount on the invoice raised from you to the Customers and will pay for this discount by adjusting our commission.
6.6: If you have provided your VAT registration details, we will issue the invoice to the Customers on your behalf and remit to you the full amount collected from the Customers less any of our commissions.
6.7: Notwithstanding these Provider Terms and Conditions and without prejudice to our other rights and remedies, you acknowledge our right to:
6.7.1: withhold all and any amounts owing to you to recover from such amounts all losses or damages suffered by us or a Customers , as solely determined by us, including with respect to: services that infringe a third party’s intellectual property rights; or your fraudulent conduct.
6.7.2: upon suspension or termination of your account or your use of the Services, set off against any payments to be made to you, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Customers in connection with your sale transactions for a three (3) month period. At the end of such three (3) month period following suspension or termination, we will disburse you any amount not used to offset chargebacks, refunds, adjustments or such other amounts paid to Customers or seek reimbursement from you via any of the following for any additional amount required to offset chargebacks, refunds, adjustments or other amounts paid to Customers , as applicable: by deducting from future payments owed to you; reversing any credits to your account; charging your credit card; or seeking such reimbursement from you by any other lawful means. You further authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.
6.8: You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) arising out of or relating to any claims or demands made by any third-party due to or arising out of: your breach of this any of the Provider Terms and Conditions; or your violation of any applicable laws or regulations.
7. Customer Payments
7.1: Equimap is offering online.
7.2: In case of electronic payment by the customer (e.g. by credit card, debit card, or Wireless online Transfer), Equimap collects the payment for the relevant order in Equimap's name on behalf of the Provider and pays it out to the Provider according to the agreement.
7.3: In case of problems that may cause the order to be rescinded, or the non-availability of the service, the Provider must immediately update the order in Equimap Provider portal so that the credit card payment may be canceled or refunded.
7.4: The Provider bears the risk of abuse of the payment medium (e.g. of credit card or debit card fraud). If a fraudulent payment has been credited to the Provider, Equimap reserves the right to correct the amount and offset it in the upcoming payment.
8. Provider Payments
8.1: Equimap' Provider portal will show the collected amount of services on the Provider Account.
8.2: This status is updated when reservation is completed.
8.3: Payment will be made by Equimap to the Provider 14 days after the service is completed.
8.4: Equimap will transfer the amount through a bank or issue a cross cheque.
9: Counterfeit Services
9.1: Booking Counterfeit Services is considered “fraud” under the UAE Federal Law No. 4 of 1979 and UAE Federal Law No. 37 of 1992. Accordingly, UAE Federal Law 2016 concerning Combating Commercial Fraud (the new Anti-Commercial Fraud Law) broadens the scope mainly dealing with commercial frauds in intellectual property and imposes harsh penalty of almost 2 years imprisonment and/or minimum fine of AED 50,000 (up to AED 250,000) for the sale of counterfeit Services or Services that infringes the intellectual property rights of a third party.
9.2: We strictly prohibit any sale of counterfeit Services Equimap Platform including any Services that fake,. Services that have been illegally sold or purported to be sold on Equimap Platform in violation of third-party rights, agreements, rules, and policies including breaches of Applicable Law shall also be considered counterfeit Services .
9.3: You confirm that the Services offered for sale on Equimap Platform are authentic and you are solely responsible for your content and listing of your Services . You also warrant that all your Services are authentic, original and have the necessary permission, registration and/or authorization for you to sell and said Services and/or listing do not include any copyrighted or trademarked material without consent of the original rights owner.
9.4: You agree that we can solely conduct an investigation to verify any Services you sell on Equimap Platform. For any Services that we determined at our sole discretion as counterfeit or fake or duplicate or illegal and prohibited Services as per the Applicable Law, or if an infringing Services and/or listing is discovered on Equimap Platform, we will immediately remove the listing and Services , terminate the Agreement, impose penalties, and/or deactivate your account with us and you will be permanently banned from booking on Equimap Platform under any other name.
9.5: Further, all the funds which are due to be paid would be withheld and further legal action would be pursued. We also reserve our right to take appropriate legal actions against you for booking counterfeit Services .
9.6: It is solely your responsibility to ensure all of the services that are made available for sale on the Site are original and authentic and do not infringe on another party’s intellectual property rights.
12: Intellectual Property
12.1: You hereby grant us the right to use, distribute, copy, disclose and modify any content, trademarks, materials or service images that you share and upload to the Equimap Platform. You grant us royalty-free, non-exclusive, perpetual, irrevocable rights and licenses to use, perform, reproduce, display, adapt, modify, or reformat any of your information and materials and to sublicense these rights to any of our affiliates and third-party providers.
12.2: Furthermore, you shall not use, or permit to be used, Equimap’ brand and name, trademarks, or logos in any advertisements, promotional literature, or information without the prior written consent of Equimap. Where such consent is provided, the use of Equimap’ name, trademarks, and logos shall be strictly in accordance with the permission and direction provided by Equimap.
12.3: As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Equimap Platform. You obtain no rights under this Agreement from us or our licensors to the software application and platform of the Equimap Platform, including any related intellectual property rights.
12.4: Neither you nor any of your permitted users may use the software application and platform of the Equimap Platform including the software licenses and applications utilized to support the Equimap Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any of your permitted users may, or may attempt to:
12.4.1: modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Equimap Services (except to the extent software included in the Equimap Services is provided to you under a separate license that expressly permits the creation of derivative works),
12.4.2: reverse engineer, disassemble, or decompile the Equimap Services or apply any other process or procedure to derive the source code of any software included in the Equimap Services,
12.4.3: access or use the Equimap Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or
12.4.4: resell or sublicense the Equimap Services.
12.5: All software applications and licenses granted to you in this Agreement are conditional on your continued compliance of this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. You will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Equimap Services you have used.
13. Communication Guidelines
13.1: Once an inquiry is received from Customers , you will ensure to provide a response to said inquiry within the next 24 hours (or the next business day) at most. You shall maintain at all times professionalism to ensure customer satisfaction.
13.2: In all your correspondence and communication carried out, the following are warranted:
13.2.1: you will not use hateful, offensive, profane, vulgar or defamatory language or remarks;
13.2.2: you will adhere to the communication and privacy policies, terms and conditions we set forth from time to time including Applicable Law;
13.2.3: you will not exchange contact information with the Customers or user with the intention of eluding the use and access of our Equimap Services. For the avoidance of doubt, you must use only the methods and tools available in our Equimap Platform and/or Equimap Services for the completion of the purchase of the Services ;
13.2.4: you will not make any communication to any Customers or any user that would, or is reasonably likely to, disparage, create a negative impression of, or in any way be harmful to our business or business reputation.
13.3: In the event, we are notified or come to our knowledge of any breach to this clause, we reserve our right to suspend and or terminate your account in accordance with the provisions of this Agreement.
14. Suspension and Termination
14.1: This agreement is valid as soon as the Provider signs the contract online by accepting the Terms & Condition, or fulfills an order referred by Equimap, and remains valid indefinitely, until termination by either party. Termination can occur at any time, with a period of notice of one month, in writing, by email, or post. The revenues generated during this notice period are still subject to the partnership agreement.
14.2: The right to immediate termination by either party for an important cause remains unaffected.
14.3: The right to immediate termination in particular covers the case where the Provider repeatedly receives negative ratings and reviews on the website or RMA complaints, and when these are not obviously unjustified. Repeatedly providing misleading information or withholding information required to present the Provider's Services is also grounds for immediate termination.
14.4: Typos, mistakes, and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.
14.5: Without prejudice to any provisions of this Agreement or any of our rights and remedies, we have the right to unilaterally and immediately suspend, limit, withdraw or terminate your access to Equimap Services upon the occurrence of any of the following:
14.5.1: breach of any provision of this Agreement in any manner whatsoever;
14.5.2: breach of any Applicable Law or any policies with respect to the Services or sale of Services ;
14.5.3: declaration of insolvency, bankruptcy or passing a liquidation resolution or order by a court of competent jurisdiction for the same;
14.5.4: issuance of a suspension order or appointment of a receivership or attachment order;
14.5.5: you fail to reasonably cooperate with our investigation
14.5.6: we reasonably believe that your continued provision of Equimap Services would expose you or us or our affiliates (including third-party providers) or Customers to material security or regulatory action.
14.6: Termination of these Provider Terms and Conditions (howsoever occasioned) shall not:
14.6.1: affect any accrued rights or liabilities of either party;
14.6.2: affect any provision of these Provider Terms and Conditions that is expressly or by implication intended to continue on or after termination; or
14.6.3: require a court order.
15. Privacy and Confidentiality
15.1: Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for one year after the termination of the contract. Both parties are obliged to follow privacy laws and accordingly handle all data related to customers, suppliers, and business partners.
15.2: For purposes of this Agreement, “Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes:
15.2.1: nonpublic information relating to our or our affiliates or business partners’ technology, customers (including Customers ), business plans, promotional and marketing activities, finances and other business affairs;
15.2.2: third-party information that we are obligated to keep confidential;
15.2.3: the nature, content and existence of any discussions or negotiations between you and us or our affiliates; and
15.2.4: any of our trademarks, service marks, service or trade names, logos, and other designations including our affiliates that we may make available to you in connection with this Agreement.
15.3: Confidential Information does not include any information that:
15.3.1: is or becomes publicly available without breach of this Agreement;
15.3.2: can be shown by documentation to have been known to you at the time of your receipt from us;
15.3.3: is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or
15.3.4: can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
15.3: You may use Confidential information only in connection with your use of the Equimap Services as permitted under this Agreement. You will not disclose any and/or all Confidential Information at any time and you will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature.
15.4: You agree that all Confidential Information will remain our exclusive property and you warrant to hold all the Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to solely use such Confidential Information for any purposes whatsoever other than the performance of this Agreement.You agree to advise and require your permitted users or your respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
15.5: You must use only the methods and tools available in our Equimap Platform and/or Equimap Services to communicate with the Customers or users of our Equimap Platform including without limitation delivery, payment cancellation, refund or any other similar transactions.
15.6: You will only utilize the information of the Customers or other users of the Equimap Platform, including personal data, disclosed by us to you or which you have otherwise collected or obtained access to pursuant to or in connection with the Agreement, solely for the purposes of the Agreement and will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for its own benefits or carry out any data compilation or data extraction or other data gathering or collection methods or tools. In addition, you warrant and agree that you, your affiliates, subsidiaries or any authorized third-party providers will not (directly or indirectly):
15.6.1: Disclose any Confidential Information except that such disclosure may be permitted exclusively for the purpose as may be necessary for the completion and fulfillment of your transaction with the Customers ;
15.6.2: Use any of the Confidential Information that you may receive during the course of your use and access to the Equimap Platform and/or Equimap Services for any marketing, advertising or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or Applicable Law;
15.6.3: Email, post, send “SMS or MMS”, transmit or communicate with the Customers with the intent to collect any amounts or propose alternative means of payment including delivery in relation to the Services ordered or purchased;
15.6.4: Make any communication to any Customers or any third party that would, or is reasonably likely to, disparage, create a negative impression of, or in any way be harmful to our business or business reputation including that of our affiliates, subsidiaries or their respective successors and assigns, and the then current and former officers, directors, shareholders, partners, members, employees, agents and consultants (or person acting in a similar capacity) of each of the foregoing.
15.7: You shall use best efforts to assist in identifying and preventing any unauthorized use or disclosure of any Confidential Information.Without limiting the foregoing, you shall advise us immediately in the event you learn or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and you will cooperate with us in seeking injunctive or other equitable relief against any such person.
15.8: You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Equimap Services. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
16. Liability
16.1: The Provider indemnifies Equimap from all claims arising in relation to matters outside Equimap' control, including but not limited to the quality of Services and services provided by the Provider. The Provider further indemnifies Equimap from third parties' claims resulting from any violation of laws and regulations by the Provider.
16.2: Equimap cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.
16.3: VAT liability rests with the Provider and Equimap will not be responsible for any VAT issues. The Provider is booking to the customer through the Equimap Platform which defines Equimap as a service provider between the Provider and the Customers . Equimap issues VAT invoice for the commission and other service fees. The Provider is the one who sells to the customers and issues an invoice to them.
16.4: To the fullest extent permitted by Applicable and notwithstanding any other provision of this Agreement, we including our affiliates and/or authorized third-party providers (including our and their directors, officers, agents, employees, suppliers, subcontractors or licensors) will not be liable to you whether in contract, warranty, tort (including without limitation negligence, whether active, passive or imputed, product liability strict liability or other theory), or other cause of action at law, in equity by statute or otherwise, for:
16.4.1: loss of use, loss of profits, loss of revenues, loss of data, loss of goodwill or failure to realize anticipated savings, in each case whether direct or indirect; or
16.4.2: any direct, indirect, incidental, special, consequential or exemplary damages, even if a party has been advised of the possibility of such damages.
16.4.3: In addition to the foregoing, neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with:
16.4.3-1: your inability to use the Equimap Platform and/or Equimap Services, including as a result of any: termination or suspension your use of or access to the Equimap Platform and/or Equimap Services; our discontinuation of any or all of the Equimap Services, any unanticipated or unscheduled downtime of all or a portion of the services for any reason, including as a result of power outages, system, server or connection failure, error omission, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macrosor other interruptions;
16.4.3-2: your use of or access to any other website or webpage linked to the Equimap Platform, even if we or our officers, agents, employees or other authorized third-party providers may have been advised of, or otherwise might have anticipated, the possibility of the same.
16.4.3-3: the cost of procurement of substitute Services or services;
16.4.3-4: your reliance on any data or information made available through the Equimap Platform and/or Equimap Services. You should not act on such data or information without first independently verifying its contents.
16.4.3-5: any investments, expenditures, or commitments by you in connection with your use of or access to the Equimap Platform and/or Equimap Services; or any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of your content or other data.
16.5: Nothing in these Provider Terms and Conditions shall limit or exclude a party’s liability:
16.5.1: for fraud, including fraudulent misrepresentation, perpetrated by that party;
16.5.2: for death or personal injury caused by the negligence of that party; or
16.5.3: for any other liability that cannot be limited or excluded under applicable law.
16.6: Subject to the above clause, in no event will we, our parent company, subsidiaries and affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors, or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these Provider Terms and Conditions for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.
16.7: In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries, and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors, or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:
16.7.1: the content or other information you provide when using the Equimap Services;
16.7.2: your use of or your inability to use our Services and/or delays or disruptions in our Services;
16.7.3: pricing, shipping, format or other guidance and information provided by us or used for service listings;
16.7.4: any fake or unavailable to a service that occurred prior to our acknowledged receipt of your service;
16.7.5: bugs, errors, or inaccuracies of any kind in our Services, viruses or other malicious software obtained by accessing or linking to our Services;
16.7.6: damage to your hardware device from the use of our Platform;
16.7.7: the content, actions, or inactions of third parties using our Services;
16.7.8: a suspension or other action was taken by us with respect to your use of the Services;
16.7.9 the duration or manner in which your listings appear in search results; or
16.7.10: your need to modify practices, content or behavior or your loss of or inability to do business as a result of changes to these Provider Terms and Conditions.
16.8: Notwithstanding the above, if we are found to be liable by a competent court, then we and our affiliates, licensors, and third-party providers' aggregate liability will be limited to the lesser of: (i) an amount you actually paid us that gave rise to the claim during the 12 months preceding the claim or (ii) AED 200.
16.9: Any risk of misunderstanding, error, damage, expense, or losses resulting from the use of the Equimap Platform and/or Equimap Services is entirely at your own risk and we shall not be liable therefore.
16.10: You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors, or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) (“Claims”) arising out of or relating to:
16.10.1: our rejection of your service delivered to customers by you under these Provider Terms and Conditions;
16.10.2: any claims or demands made by any third party (including Customers using our Platform) due to or arising out of your use of the Services;
16.10.3: your violation of any of provisions of these Provider Terms and Conditions, including, without limitation, any of the warranties, representations and undertakings;
16.10.4: your violation of any applicable laws, including, without limitation, data protection or anti-spam laws as well as any anti-bribery, anti-corruption, export control and sanctions laws;
16.10.5: your listed services, including with respect to unreal in the service; or
16.10.6: the manner in which you use our Services, including, without limitation, that the content you post, the servicesyou list, or trademarks infringe the intellectual property rights of any third party or that the content of your listings is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party (including other Site users).
16.11: In the event that you breach or fail to comply with any of your obligations as set out in these Provider Terms and Conditions, you hereby agree that we reserve the right to disclose your information to third parties, including but not limited to, government or regulatory authorities and/or registered trademark owners, in order to resolve any issues arising from such breach.
17. Disclaimer
17.1: THE EQUIMAP SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE EQUIMAP SERVICES OR THE THIRD-PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE EQUIMAP SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
18. Indemnity
18.1: You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning:
18.1.1: your use of the Equimap Services (including any activities under your account and use by your permitted users, employees and personnel);
18.1.2: breach of this Agreement or violation of Applicable Law by you including other terms, conditions or any policies as we may impose from time to time;
18.1.3: any material, information or Services offered in your account in the Equimap Platform including any claim involving alleged infringement or misappropriation of third-party rights or by the use, development, design, production, advertising or marketing; or
18.1.4: a dispute between you and any Customers .
18.2: If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.
18.3: We will promptly notify you of any claim that may come to our knowledge. You may:
18.3.1: use counsel of your own choosing (subject to our written consent) to defend against any claim; and
18.3.2: settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement.
18.4: We may also assume control of the defense and settlement of the claim at any time.
19. License
19.1: Equimap has the right to freely maintain the Provider's listing and its ranking on the website. Equimap offers customers the opportunity to give ratings and reviews of the Provider's Services and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers. Equimap reserves the right to delete ratings and reviews.
19.2: Equimap may scan, transcribe, and publish online the Provider's listings, logos, and other materials required. The Provider grants to Equimap a royalty-free, unrestricted license to use and distribute any materials provided by him, for the purpose of advertising Equimap' service. In particular, this includes use in Google AdWords campaigns, Facebook or any other social website, domain name registrations, and other online marketing and search engine optimization measures.
20. General Terms
20.1: If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause with a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.
20.2: Equimap reserves the right to modify his general terms and conditions without giving any justification. In that case, Equimap will give the Provider adequate notice via email. The notice will contain advice on the right and period of objection to the changes, and on the consequences of leaving unexercised the right to object.
20.3: By continuing to use the Equimap Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the Equimap Platform regularly for modifications to this Agreement.
20.4: Any terms and conditions of the Provider are not part of this agreement unless Equimap expressly agrees to adhere to them in writing.
20.5: We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or Bookings of government, acts of terrorism, or war.
20.6: We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right:
20.6.1: to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party; and
20.6.2: to assist third party developers or systems integrators who may offer services or services which compete with the other party’s services or services.
20.7: This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
20.8: We may provide any notice to you under this Agreement by:
20.8.1: posting a notice on the Equimap Platform; or
20.8.2: sending a message to the email address then associated with your account.
20.9: Notices we provide by posting on the Equimap Platform will be effective upon posting and notices we provide by email will be effective when we send the email.
20.10: It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
20.11: To give us notice under this Agreement, you must contact us as follows:
20.11.1: by telephone to Provider.support@Equimap.com; or
20.11.2: by personal delivery, overnight courier or registered or certified mail to Sharjah Media City (Shams), Sharjah, United Arab Emirates.
20.12: All communications and notices to be made or given pursuant to this Agreement must be in the English language.
20.13: You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
20.14: The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
20.15: If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
20.16: All provisions that either expressly or by their nature survive, will survive suspension or termination of your membership of the Equimap Platform.
20.17: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of Dubai and the United Arab Emirates. Both parties irrevocably agree that the courts of Dubai (excluding DIFC Court), United Arab Emirates have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
20.18: This Agreement including any policy and/or instruction that we may set from time to time is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the provisions relating to security and data privacy of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy, and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other documents. If the terms of this document are inconsistent with the terms contained in any policy, the terms contained in this document will control, except that the Service Terms will control over this document.
Last updated: 20th May 2023