GENERAL TERMS AND CONDITIONS OF SERVICE

Effective Date: 01/07/2025
Last Updated: 20/07/2025

This General Terms and Conditions of Service Agreement (hereinafter “Agreement” or “T&C”) is entered into between:

Last Cluster Cloud Services LLC, a limited liability company established under the laws of Dubai, United Arab Emirates, with its registered office at Latifa Tower – Office No. B3107-46, Dubai, UAE, commercial license number 1442759 (hereinafter “Last Cluster”, “we”, “us”, or “our”),

AND

The Customer, a natural or legal person who registers for, accesses, or uses the Services (as defined below) offered by Last Cluster (hereinafter “Customer”, “you”, “your”).

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICES. BY REGISTERING, ACCESSING, OR USING ANY LAST CLUSTER SERVICE, THE CUSTOMER AGREES TO BE BOUND BY THESE T&C AND ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE, INCLUDING, BUT NOT LIMITED TO, THE PRIVACY POLICY, THE APPLICABLE DATA PROCESSING ADDENDUM (DPA), AND THE APPLICABLE SERVICE LEVEL AGREEMENTS (SLA). IF THE CUSTOMER DOES NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, THEY MUST NOT USE THE SERVICES.

IF THE CUSTOMER ENTERS INTO THIS AGREEMENT ON BEHALF OF AN ENTITY (FOR EXAMPLE, THEIR COMPANY), THEY REPRESENT AND WARRANT THAT THEY HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT.

1. INTRODUCTION AND DEFINITIONS

1.1. Presentation: Last Cluster Cloud Services LLC is a cloud service provider based in Dubai, UAE, offering a wide range of cloud services and dedicated cloud-based infrastructure (IaaS), as well as related VAS services.

1.2. Scope and Acceptance: This Agreement governs the access to and use of the Services offered by Last Cluster by the Customer. The use of the Services constitutes full and unconditional acceptance of this Agreement and all documents incorporated herein.

1.3. Definitions:

• “Account”:The account created by the Customer to access and manage the Services.
• “Customer Content”:All data, software, information, or materials uploaded, stored, processed, or transmitted by the Customer or on their behalf using the Services.
• “Agreement”:This General Terms and Conditions of Service document, including all documents incorporated herein by reference (Privacy Policy, DPA, SLA, Orders).
• “Data Processing Addendum” or “DPA”:The data processing addendum, available at the link http://www.lastcluster.ae or as otherwise provided by Last Cluster, which governs the processing of Personal Data by Last Cluster on behalf of the Customer and forms an integral part of this Agreement.
• “Personal Data”:Any information relating to an identified or identifiable natural person, as defined by applicable data protection laws, including, by way of example, the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL).
• “Documentation”:User manuals, technical guides, policies, and other documentation provided by Last Cluster relating to the Services, accessible via the Website or the management console.
• “Force Majeure”:Events beyond the reasonable control of a party, including natural disasters, wars, acts of terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, epidemics/pandemics, strikes, significant shortages of transportation, fuel, energy, labor, or materials, extensive failures of telecommunication or third-party IT infrastructures.
• “Confidential Information”:Any information disclosed by one Party (“Discloser”) to the other Party (“Recipient”), whether orally or in writing, designated as confidential or that should reasonably be understood to be confidential. It includes the terms of the Agreement, business plans, technology, price lists, trade secrets, and, for the Customer, their non-public Content.
• “Order”:The online or written order form, or the subscription process via the Website, which specifies the Services purchased, quantity, Fees, Service Term, and additional terms.
• “Parties”:Last Cluster and the Customer, collectively.
• “Platform”:The hardware and software infrastructure managed by Last Cluster to provide the Services.
• “Privacy Policy”:Last Cluster’s privacy policy, available at http://www.lastcluster.ae, which describes how we collect, use, and protect Personal Data and forms an integral part of this Agreement.
• “Services”:The set of cloud products and services (as described in Section 2 and in the Documentation) and Professional Services offered by Last Cluster under this Agreement and applicable Orders.
• “Service Level Agreement” or “SLA”:The service level agreement, available at the link http://www.lastcluster.ae or as specified in the Order, which defines the availability objectives, metrics, and any service credits for specific Services and forms an integral part of this Agreement.
• “Website”:The official website of Last Cluster, currently located at lastcluster.ae.
• “Software”:Any software provided by Last Cluster as part of the Services.
• “Fees”:The amounts due from the Customer for the use of the Services, as specified in the Orders or in the applicable price list.
• “UAE”:United Arab Emirates.

 1.4. Right to Modify: Last Cluster reserves the right to modify this Agreement, the Privacy Policy, the SLAs, the DPA, or any other incorporated policy at any time, at its sole discretion. Substantial changes will be notified to the Customer via email to the address associated with the Account or via a prominent notice on the Website or management console, with at least thirty (30) days’ written notice before they take effect (unless changes are required by law or for urgent security reasons). Continued use of the Services after the effective date of the modifications will constitute acceptance thereof. If the Customer does not accept the modifications, they must cease using the Services and close their Account before the effective date.

2. SERVICES AND PRODUCTS

2.1. General Description: Last Cluster offers a suite of cloud services as detailed on the Website and in the Documentation. The specific details, functionalities, limitations, and technical requirements for each Service are described in the relevant Documentation, in specific Orders, and/or on the Website.

2.2. Categories of Services (Illustrative): These include, but are not limited to: Cloud Compute (Virtual Servers, GPU, VDI), Cloud Storage (Block, Object, Backup), Cloud Hosting (Web, Email, Domains), Dedicated Cloud Infrastructure (Housing, Colocation, VPC), Cloud Network (Direct Connect, Load Balancer, Routing), Cloud Security (Firewall, VPN, Anti-DDoS), High Availability (Replication, Disaster Recovery), Solutions for Specific Sectors, and VAS (Strategy, Migration, Architecture, Managed Services). Availability may vary by region, and specific details are subject to change.

2.3. Specific Limitations: Each Service may be subject to technical, usage, or geographic limitations described in the Documentation or the Order. The Customer is responsible for understanding and respecting them. The use of the services for illegal or prohibited activities (as described in Section 3.2) is strictly forbidden.

3. LICENSES AND USE OF SERVICES

3.1. License to Use: Subject to compliance with the terms of this Agreement and payment of the Fees, Last Cluster grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services and associated Software, solely for their internal business operations or for personal purposes (if a B2C Customer), during the Term of the Agreement and in accordance with the Documentation and Orders.

3.2. Use Restrictions (Acceptable Use Policy – AUP): The Customer shall not (and shall not permit any third party to):

• (a) Sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise make the Services or Software available to any third party, unless expressly permitted.
• (b) Modify, decompile, disassemble, reverse engineer, or attempt to derive the source code of the Services or Software.
• (c) Use the Services for any illegal, harmful, fraudulent purpose, or in a manner that violates the rights of third parties (including intellectual property, privacy). This includes, but is not limited to: sending unsolicited commercial emails (spam), phishing materials, pyramid schemes, violating copyrights or trademarks, disseminating malware, spyware, or ransomware.
• (d) Upload, transmit, or distribute any viruses, malware, trojans, worms, or other malicious or destructive code.
• (e) Intentionally interfere with the integrity, security, or performance of the Services, the Platform, or the data contained therein. This includes: launching Denial of Service (DoS) attacks, performing unauthorized vulnerability scans, attempting to gain unauthorized access to systems or networks (hacking), intercepting traffic not intended for the Customer.
• (f) Violate any applicable laws, regulations, or rules in the UAE or other relevant jurisdictions (including those on export, privacy, electronic communications).
• (g) Use the Services to host, distribute, or promote content that is manifestly illegal under UAE laws, such as, by way of example, child pornography, incitement to hatred, discrimination or violence, gross defamation, content that violates national security or public order.
• (h) Remove, obscure, or alter any proprietary notices or labels on the Services or Software.
• (i) Use the Services in a way that abuses network or infrastructure resources (e.g., unauthorized cryptocurrency mining, running open relays, anonymous proxies) in a manner that compromises the stability or performance of the service for other customers.

3.3. Community Services: The use of any forums, blogs, or other community services offered by Last Cluster is subject to additional terms and guidelines that will be made available. Last Cluster is not responsible for the content posted by users.

3.4. Reservation of Rights: All rights not expressly granted are reserved to Last Cluster and its licensors.

4. USER ACCOUNT, SECURITY, AND ACCESS

4.1. Registration and Account: The Customer must provide accurate, complete, and current information for registration and maintain it as such throughout the Term of the Agreement.

4.2. Responsibility for Credentials: The Customer is solely responsible for the confidentiality of their access credentials (usernames, passwords, API keys, access tokens, etc.) and for all activities that occur under their Account, whether authorized or not. The Customer agrees to immediately notify Last Cluster of any unauthorized use of their Account or any other breach of security.

4.3. Account Security (Shared Responsibility Model): The security of the Cloud Services is a shared responsibility between Last Cluster and the Customer.

• Last Cluster is responsible for the security ofthe Cloud Platform: This includes protecting the physical infrastructure, the network, and the hypervisor that run the Services. Last Cluster implements reasonable technical and organizational security measures to protect its infrastructure.
• The Customer is responsible for security inthe Cloud: This includes the proper configuration and management of the Services used, the protection of their own Content and applications, identity and access management (user permissions, use of strong passwords, enabling multi-factor authentication where available), the security of endpoints accessing the Services, and patching/updating their own operating systems and applications. The Customer is responsible for implementing appropriate security measures for their specific use cases and compliance requirements.

4.4. Prohibition of Unauthorized Access: It is strictly forbidden to attempt to probe, scan, or test the vulnerability of the Services or any related system or network, or to breach security or authentication measures without express written authorization from Last Cluster.

4.5. Monitoring and Right of Suspension/Termination: Last Cluster reserves the right to monitor the use of the Services to ensure compliance with the Agreement, verify the security and integrity of the Platform, and comply with legal obligations. Last Cluster may suspend or terminate the Customer’s access to the Services (in whole or in part), with notice where commercially reasonable and legally permitted, if: (a) it determines that the use of the Services violates this Agreement (particularly Section 3.2), applicable laws, or poses a significant risk to the security, operation, or integrity of the Services, Last Cluster, or other customers; (b) there is a failure to pay due Fees beyond the terms (cf. 8.3c); (c) it is required by a legal or governmental authority.

5. CUSTOMER CONTENT

5.1. Ownership: The Customer retains all rights, titles, and interests in and to their Content. Last Cluster acquires no ownership of the Customer’s Content.

5.2. License to Last Cluster: The Customer grants Last Cluster a worldwide, limited, non-exclusive, royalty-free license to host, copy, transmit, display, and process the Customer Content solely to the extent necessary to provide, maintain, protect, and improve the Services under this Agreement and applicable Orders. This license will terminate upon the termination of the Agreement, subject to the provisions on post-termination retention (Section 8.4).

5.3. Responsibility and Restrictions on Content: The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, adequacy, and intellectual property ownership of all Customer Content. The Customer is responsible for obtaining all necessary licenses, consents, and permissions to upload, process, and use such Content in connection with the Services, including compliance with all applicable privacy and intellectual property laws. The Customer may not upload, store, or process Content that: (a) is illegal, harmful, threatening, abusive, defamatory, obscene, pornographic, incites hatred, or is otherwise objectionable according to the laws and social norms of the UAE; (b) violates the intellectual property, privacy, publicity, or other rights of third parties; (c) contains viruses, malware, or other malicious code (as also defined in 3.2d); (d) violates applicable laws or regulations, including laws on export and data protection of the UAE.

5.4. Backup and Removal of Content: Last Cluster implements reasonable measures to protect the Content but does not guarantee against its loss or damage. It is strongly recommended that the Customer maintain independent and regular backups of their Content. Last Cluster reserves the right (but not the obligation) to review Customer Content and may remove or disable access to any Content that, in its reasonable discretion, violates this Agreement or applicable laws, with prior notice to the Customer where possible and permitted by law. Last Cluster will not be liable for the loss or damage of Customer Content.

5.5. Non-Confidentiality of Public Content: Customer Content is considered the Customer’s Confidential Information under Section 9, except for those parts that the Customer explicitly and intentionally makes accessible to the public through the Services (e.g., content of a publicly hosted website).

6. SERVICE LEVEL AGREEMENT (SLA)

6.1. Availability and SLA: For specific Services identified in the Documentation or Orders, Last Cluster provides a Service Level Agreement (SLA) that defines the service availability objectives (“Uptime”) and applicable performance metrics. The applicable SLA is available at the link http://www.lastcluster.ae (or as otherwise specified in the Order) and forms an integral part of this Agreement.

6.2. Measurement: Availability and performance metrics will be measured by Last Cluster using its own standard monitoring systems and methodologies.

6.3. Service Credits: If Last Cluster fails to meet the Uptime objectives specified in the applicable SLA for a given Service, the Customer may be entitled to request service credits (“Service Credits”) as the sole and exclusive remedy for such failure. Service Credits are calculated as a percentage of the Fees paid for the affected Service during the billing period in which the disruption occurred, according to the formulas and procedures defined in the applicable SLA.

6.4. Request Procedures: To receive a Service Credit, the Customer must submit a formal request to Last Cluster within the timeframe specified in the SLA (e.g., thirty (30) days from the end of the month in which the credit-eligible event occurred), providing all reasonably necessary information and documentation as requested in the SLA.

6.5. SLA Exclusions: The SLA and related Service Credits do not apply to service interruptions or performance degradations caused by: (a) Factors outside of Last Cluster’s reasonable control, including Force Majeure (Section 10.6); (b) Actions or omissions of the Customer or third parties acting on the Customer’s behalf or using the Customer’s credentials; (c) Customer’s or third parties’ equipment, software, or other technologies (not under the direct control of Last Cluster); (d) Scheduled or emergency notified maintenance (cf. Section 13.4); (e) Violations of this Agreement (including Section 3.2) or improper or illegal use of the Services by the Customer; (f) Issues related to Beta, free, trial, or non-SLA covered Services. Further exclusions may be specified in the applicable SLA.

7. ECONOMIC CONDITIONS AND BILLING

7.1. Fees and Payment Models: The Customer agrees to pay all applicable Fees for the Services used, as specified in the Order Forms, on the Website, or in the management console. Fees may be based on subscription models (fixed periodic). Unless otherwise specified, all Fees are expressed and payable in United Arab Emirates Dirhams (AED) or another currency specified in the Order.

7.2. Billing and Payment: Fees will be billed in advance or in arrears, depending on the Service and the chosen payment model, according to the specified billing cycles (e.g., monthly, annually). Payment is due by the invoice date up to a maximum of ten (10) days, unless otherwise indicated in the Order. Accepted payment methods will be specified by Last Cluster (e.g., credit card, bank transfer). The Customer authorizes Last Cluster (or its payment processor) to charge the chosen payment method for all due Fees.

7.3. Taxes: All Fees are exclusive of any applicable taxes (including, by way of example, Value Added Tax – VAT – of the UAE). The Customer is responsible for the payment of all taxes (other than taxes based on Last Cluster’s net income) associated with their purchase and use of the Services. If Last Cluster has a legal obligation to collect or pay such taxes on behalf of the tax authority, these will be added to the Customer’s invoice and must be paid by the Customer.

7.4. Price Changes: Last Cluster reserves the right to change the Fees for the Services. For subscription-based services, Fee changes will take effect at the next renewal of the subscription period, upon at least thirty (30) days’ written notice to the Customer.

7.5. Late Payments: In case of non-payment of Fees by the due date, Last Cluster may, without prejudice to other rights or remedies: (a) charge late payment interest at the maximum rate permitted by the applicable law of the UAE on the overdue amounts, calculated daily from the due date until full payment; and/or (b) suspend the Customer’s access to the Services until full payment of the due amounts, including interest (cf. 4.5 and 8.3c). The Customer will be responsible for all reasonable costs incurred by Last Cluster in collecting overdue credits (including legal fees).

7.6. Refund Policies: Except as expressly provided in the applicable SLA (Service Credits) or required by mandatory applicable law, all paid Fees are non-refundable. No refunds or credits will be granted for periods of partial use, downgrades of Services, or Services not used with an open Account.

8. TERM, RENEWAL, AND TERMINATION

8.1. Term of the Agreement: This Agreement comes into effect on the date of acceptance by the Customer (or on the first use of the Services) and remains valid until its termination as provided herein (“Term”).

8.2. Service Term and Automatic Renewal: The specific term for each purchased subscription Service (“Service Term”, e.g., monthly, annual) will be indicated in the applicable Order. Unless otherwise indicated in the Order, subscription-based Service Terms will automatically renew for successive periods of equal duration, unless one Party notifies the other of its intention not to renew at least thirty (30) days before the expiration of the then-current Service Term. The applicable Fees for renewal periods will be those in effect at the time of renewal, subject to any changes notified pursuant to Section 7.4.

8.3. Termination:

• (a) For Convenience:The Customer may terminate this Agreement and close their Account at any time through the Service management console or by contacting customer support. The termination will take effect at the end of the current billing cycle (for subscriptions), but will not entitle to refunds for Fees already paid (cf. 7.6). Last Cluster may terminate this Agreement for convenience by providing at least sixty (60) days’ written notice.
• (b) For Cause:Either Party may terminate this Agreement with immediate effect by written notice to the other Party if: (i) the other Party commits a material breach of this Agreement and fails to remedy it within thirty (30) days of receiving a written notice describing the breach; (ii) the other Party ceases its business activities, becomes insolvent, is subject to bankruptcy, liquidation, receivership, or similar proceedings.
• (c) For Non-Payment:Last Cluster may suspend access to the Services (cf. 4.5) and/or terminate the Agreement with immediate effect if the Customer fails to pay the due Fees within ten (10) days of the due date, after having provided written notice of non-payment.

 8.4. Effects of Termination: Upon termination or expiration of this Agreement:

• (a) All rights and licenses granted to the Customer under this Agreement will terminate immediately.
• (b) The Customer must immediately cease all use of the Services and Software.
• (c) The Customer must pay all Fees accrued and due up to the effective date of termination.
• (d) Upon the Customer’s written request made within thirty (30) daysof the termination date, Last Cluster will provide the Customer with limited access to the Services for a period of thirty (30) days from the date of termination, for the sole purpose of allowing the Customer to retrieve their Content stored in the Services. The Customer is responsible for retrieving their Content before the expiration of this period. Fees may apply for post-termination access or for assistance in retrieval.
• (e) After this thirty (30) day retrieval period (or if the Customer does not make a request), Last Cluster will have no obligation to maintain or provide the Customer’s Content and may, at its discretion, delete all Customer Content from its systems in accordance with its data retention policies and applicable laws, without any liability towards the Customer.
• (f) Provisions that by their nature are intended to survive termination (including, but not limited to, Definitions, Customer Content (ownership), Economic Conditions (fees due), Confidentiality, Limitations of Liability, Indemnification, Intellectual Property, Governing Law and Dispute Resolution, General Provisions) will remain in full force and effect.

9. CONFIDENTIALITY AND DATA PROTECTION

9.1. Confidentiality Obligations: The Receiving Party will use the Disclosing Party’s Confidential Information only to perform its obligations or exercise its rights under this Agreement. The Receiving Party will take reasonable measures (at least equivalent to those used for its own similar information) to protect the Disclosing Party’s Confidential Information and will not disclose it to third parties, except to its employees, affiliates, consultants, or subcontractors who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.

9.2. Exceptions: The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available without breach of this Agreement by the Recipient; (b) was lawfully in the Recipient’s possession before disclosure by the Discloser, without confidentiality obligations; (c) was lawfully received from a third party without restrictions on disclosure; (d) was independently developed by the Recipient without using the Discloser’s Confidential Information. The Recipient may disclose Confidential Information if required by law or a court/governmental order, provided that (where legally permitted) it promptly notifies the Discloser to allow it to oppose the disclosure and discloses only the minimum portion required.

9.3. Personal Data Protection: Last Cluster will process Personal Data contained in the Customer Content in accordance with the Privacy Policy http://www.lastcluster.ae, the applicable Data Processing Addendum (DPA) http://www.lastcluster.ae, and the applicable data protection laws of the UAE (including the PDPL). These documents describe the categories of data collected, the purposes of

processing, the security measures adopted, and the rights of the data subjects. The Privacy Policy and the DPA form an integral part of this Agreement.

9.4. Roles of the Parties (PDPL/GDPR): For the purposes of applicable data protection laws (such as the PDPL and, if relevant for specific processing, the GDPR), the Customer generally acts as the Data Controller for the Personal Data contained in the Customer Content, and Last Cluster acts as the Data Processor on behalf of the Customer. The Customer is responsible for ensuring a valid legal basis for the processing of Personal Data through the Services and for complying with all obligations of the Data Controller under applicable laws.

9.5. Data Processing Addendum (DPA): The processing of Personal Data by Last Cluster on behalf of the Customer is governed by Last Cluster’s standard DPA, available at the link indicated in Section 9.3, which is incorporated by reference into this Agreement. In the event of a conflict between the terms of the DPA and the terms of this Agreement regarding the processing of Personal Data, the terms of the DPA shall prevail.

9.6. Data Breach: In the event of a confirmed security breach that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data processed by Last Cluster on behalf of the Customer (“Data Breach”), Last Cluster will notify the Customer without undue delay after becoming aware of the breach, in accordance with applicable legal requirements and/or the DPA. Last Cluster will provide reasonable assistance to the Customer to fulfill their own notification and mitigation obligations arising from the breach, as further detailed in the DPA.

10. LIMITATIONS OF LIABILITY AND WARRANTIES

10.1. Disclaimer of warranties: except as expressly provided in the applicable sla, the services are provided “as is” and “as available”, without warranties of any kind, either express or implied. last cluster and its suppliers expressly disclaim all warranties, including, by way of example, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. last cluster does not warrant that the services will be uninterrupted, error-free, secure, free of viruses or harmful components, or that they will meet all of the customer’s specific requirements. the use of the services is at the customer’s sole risk.

10.2. Limitation of liability: to the maximum extent permitted by applicable law, in no event shall the aggregate liability of last cluster (and its affiliates, directors, employees, agents, suppliers, and licensors) arising out of or relating to this agreement or the services (whether in contract, tort – including negligence – or any other legal theory) exceed the total amount of fees actually paid by the customer to last cluster for the specific services that gave rise to the claim during the twelve (12) month period immediately preceding the event that caused the liability.

10.3. Exclusion of indirect damages: to the maximum extent permitted by applicable law, in no event shall last cluster or its suppliers be liable for any indirect, incidental, special, consequential, or punitive damages (including, but not limited to, damages for loss of profits, revenue, data, goodwill, business opportunities, business interruption, or other intangible losses), arising out of or relating to: (a) the access or use or the inability to access or use the services; (b) any conduct or content of any third party on the services; (c) any content obtained from the services; (d) unauthorized access, use, or alteration of the customer’s transmissions or content; even if last cluster has been advised of the possibility of such damages.

10.4. Indemnification by the Customer: The Customer agrees to defend, indemnify, and hold harmless Last Cluster, its affiliates, directors, employees, and agents from and against any claim, legal action, demand, damage, loss, cost, or expense (including reasonable legal fees) arising from or relating to: (a) the use of the Services by the Customer or its authorized users in violation of this Agreement, the Documentation, or applicable laws; (b) the Customer Content, including any claim that the Customer Content infringes the intellectual property, privacy, or other rights of a third party; (c) any breach of the Customer’s representations, warranties, or obligations under this Agreement; (d) any negligence or willful misconduct of the Customer or its authorized users.

10.5. Indemnification by Last Cluster (Limited to IP Infringement): Last Cluster will defend the Customer against third-party claims to the extent they assert that the use of the Services (excluding third-party or open-source software) by the Customer, in accordance with this Agreement, directly infringes a patent, copyright, or registered trademark of that third party valid in the UAE. Last Cluster will indemnify the Customer for any damages and final costs awarded against the Customer by a competent court or agreed to in a written settlement approved by Last Cluster, provided that the Customer: (a) promptly notifies Last Cluster in writing of the claim; (b) grants Last Cluster exclusive control of the defense and settlement of the claim; and (c) provides Last Cluster with all reasonable assistance requested at Last Cluster’s expense. This is the sole and exclusive remedy of the Customer for such IP infringement claims. Last Cluster will have no indemnification obligation if the claim arises from: (i) modification of the Services by the Customer or a third party; (ii) combination of the Services with products, data, or processes not provided by Last Cluster; (iii) continued use of the Services after Last Cluster has provided a modified or non-infringing replacement version; (iv) Customer Content.

10.6. Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) if such delay or failure is caused by a Force Majeure event, as defined in Section 1.3. The affected Party will promptly notify the other Party of the Force Majeure event and will use commercially reasonable efforts to mitigate its effects and resume performance as soon as possible.

11. COMPLIANCE WITH REGULATIONS

11.1. General Compliance: The Customer is responsible for ensuring that their use of the Services, including the Customer Content, complies with all applicable local (UAE), national, and international laws, rules, and regulations, including, by way of example, those relating to data privacy, intellectual property, export control, and electronic communications.

11.2. Export Restrictions: The Services, Software, and underlying technology may be subject to the export control laws and regulations of the UAE and other jurisdictions. The Customer agrees to comply with all applicable export and re-export laws and regulations. The Customer declares and warrants that they are not located in, under the control of, or a national or resident of any country subject to an embargo or sanctions by the UAE government or other competent authorities, and are not otherwise prohibited from receiving the Services under export laws.

11.3. Regulated Industries and Industry Standards: If the Customer operates in a sector subject to specific regulations (e.g., financial services, healthcare) or processes sensitive data (e.g., health data, payment card data – PCI DSS), the Customer is solely responsible for ensuring that their use of the Services complies with such regulations. Last Cluster adopts recognized industry practices and standards for the security and management of its Services. However, it is up to the Customer to properly configure and use the Services and to implement any additional controls necessary to meet their specific regulatory requirements. Last Cluster does not represent or warrant that the Services intrinsically meet all requirements of all specific industry regulations without proper configuration and use by the Customer (cf. Section 15).

11.4. Customer Obligations: The Customer is responsible for: (a) determining whether the Services are appropriate for their specific purposes, taking into account applicable regulations and associated risks; (b) implementing the necessary technical and organizational measures to protect sensitive data and comply with compliance obligations (in line with the shared responsibility model of Section 4.3); (c) obtaining any necessary certifications or approvals for their specific use of the Services.

12. INTELLECTUAL PROPERTY

12.1. Ownership by Last Cluster: Last Cluster and its licensors own all rights, titles, and interests, including all related intellectual property rights, in and to the Services, the Software, the Platform, the Documentation, and any material provided by Last Cluster. This Agreement does not transfer any intellectual property rights to the Customer, except for the limited license of use granted in Section 3.1.

12.2. Ownership by the Customer: As indicated in Section 5.1, the Customer retains ownership of their Content.

12.3. Trademarks: The trademarks, logos, trade names, and service marks of Last Cluster (“Last Cluster Marks”) are the property of Last Cluster. The Customer may not use the Last Cluster Marks without the prior written consent of Last Cluster.

12.4. Feedback: If the Customer provides Last Cluster with suggestions, ideas, improvements, feedback, or recommendations regarding the Services (“Feedback”), Last Cluster will be free to use, implement, disclose, and exploit such Feedback for any purpose, without any restriction or obligation of compensation to the Customer. The Customer irrevocably assigns to Last Cluster all rights, titles, and interests in such Feedback.

12.5. IP Infringement Reports: Last Cluster respects the intellectual property rights of others. If the Customer believes that their intellectual property rights have been violated through the Services, they are requested to contact Last Cluster at the legal address provided in Section 18.1, providing a detailed description of the alleged violation and supporting evidence, in accordance with applicable procedures (e.g., DMCA if relevant). Last Cluster will investigate valid reports and take appropriate action under applicable law.

13. TECHNICAL SUPPORT AND MAINTENANCE

13.1. Technical Support: Last Cluster will provide technical support for the Services according to the levels and methods specified in the support plan purchased by the Customer or as described on the Website (“Support Plan”). Support Plans may vary in terms of response times, contact channels (e.g., email, phone, portal), and hours of availability.

13.2. Service Hours: Standard hours for technical support will be specified in the Support Plan. 24/7 support may be available for certain Support Plans or as an additional paid service.

13.3. Escalation Procedures: Procedures for escalating support issues will be defined in the applicable Support Plan.

 13.4. Maintenance: Last Cluster may perform scheduled maintenance on the Services for updates, patches, or improvements. Last Cluster undertakes to notify the Customer of scheduled maintenance with reasonable advance notice (e.g., via email or dashboard) and to plan it, where possible, during low-traffic windows. Unscheduled emergency maintenance may also be necessary to address critical issues or security vulnerabilities; in such cases, Last Cluster will seek to minimize the impact and notify the Customer as soon as possible. Interruptions due to notified scheduled or emergency maintenance are generally excluded from SLAs.

14. THIRD-PARTY WEBSITES AND SERVICES

14.1. Links to External Sites: The Services or the Website may contain links to third-party websites or resources. These links are provided for convenience only. Last Cluster has no control over such sites or resources and is not responsible for their content, accuracy, availability, or for the privacy practices adopted. The inclusion of such links does not imply any endorsement or affiliation by Last Cluster. Access to and use of third-party sites and resources are at the Customer’s sole risk.

14.2. Integrated Third-Party Services: The Services may allow integration or connective use with third-party products, services, or software (e.g., operating systems, databases, applications, marketplaces). The use of such third-party services is governed by the terms and conditions and privacy policies of the respective third-party provider. Last Cluster provides no warranties and assumes no liability for third-party services. The Customer is responsible for complying with the applicable terms of third-party providers.

14.3. Third-Party Products: If the Customer uses third-party software, hardware, or services in connection with Last Cluster Services (e.g., software installed on a Cloud Server), the Customer is responsible for obtaining the appropriate licenses and for complying with the terms and conditions of such third parties.

15. SECTOR-SPECIFIC PROVISIONS (WHERE APPLICABLE)

15.1. Applicability: This section applies if the Customer operates in specific sectors with stringent regulations (e.g., Healthcare, Financial Services, Telecommunications in the UAE) and uses the Services to process, store, or transmit regulated data.

15.2. Customer’s Primary Responsibility: The Customer acknowledges and agrees that compliance with specific industry regulations (e.g., regulations of the Central Bank of the UAE for financial services, TDRA regulations for telecommunications in the UAE, any data localization requirements) is a primary and ultimate responsibility of the Customer.

15.3. Appropriate Use and Risk Assessment: The Customer is responsible for:

• (a) Assessing whether the chosen Services and their configuration are technically and organizationally adequate to meet the specific regulatory requirements applicable to their business and the data processed, conducting their own risk assessment.
• (b) Implementing and maintaining appropriate security, privacy, and data management controls within their own application and infrastructure hosted on Last Cluster Services, in line with applicable regulations and industry best practices (cf. Shared Responsibility Model 4.3).
• (c) Entering into any additional agreements required by regulation or necessary for compliance (e.g., if the Customer processes protected health information subject to US HIPAA law and intends to use the Services for this purpose, they must verify if Last Cluster offers a Business Associate Agreement – BAA – applicable to such Services and enter into it separately. The availability of a BAA is not guaranteed for all Services).

15.4. Disclaimer of Intrinsic Compliance: Unless otherwise specified in a written agreement between the Parties (e.g., in a sector-specific addendum), Last Cluster does not represent or warrant that the Services are intrinsically compliant with all specific industry regulations. Last Cluster provides the infrastructure and technological tools; the responsibility for the regulatory compliance of the application, processes, and specific use of the Services rests entirely with the Customer.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. Governing Law: This Agreement and any dispute or claim arising out of or in connection with it, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the federal laws of the United Arab Emirates, as applied in the Emirate of Dubai.

16.2. Exclusive Jurisdiction: The Parties irrevocably agree that the courts of Dubai, United Arab Emirates, shall have exclusive jurisdiction to resolve any dispute or claim arising out of or in connection with this Agreement, its subject matter, or formation (including non-contractual disputes or claims).

16.3. Amicable Resolution: Before initiating any legal proceedings in court (except in cases where urgent injunctive relief is necessary to protect a Party’s rights), the Parties agree to attempt in good faith to resolve any dispute arising from this Agreement through direct negotiations between their respective authorized representatives for a period of at least thirty (30) days from the date one Party notifies the other of the dispute in writing.

16.4. Waiver of Class Actions: To the maximum extent permitted by applicable law, each Party waives the right to participate in any class action, class arbitration, or other representative action or proceeding against the other Party. All claims between the Parties related to this Agreement may only be brought on an individual basis.

17. GENERAL PROVISIONS

17.1. Entire Agreement: This Agreement, together with all Orders, the Privacy Policy, the SLA (if applicable), the DPA (if applicable), and any other policy or document expressly incorporated herein by reference, constitutes the entire agreement between the Parties in relation to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, relating to such subject matter. In case of conflict between the terms of this Agreement and the terms of an Order, the terms of the Order shall prevail limited to that specific Order and the subject matter contained therein. In case of conflict between the terms of this Agreement and the terms of the DPA regarding the processing of Personal Data, the terms of the DPA shall prevail.

17.2. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable, while preserving as much as possible the original intent of the Parties. If such modification is not possible, the provision will be deemed severed from the Agreement without affecting the validity, legality, and enforceability of the remaining provisions, which will remain in full force and effect.

17.3. Waiver: No waiver of any term or condition of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure or delay by a Party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

17.4. Assignment: The Customer may not assign or transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Last Cluster. Any attempted assignment in violation of this section shall be void. Last Cluster may assign or transfer this Agreement, in whole or in part, without the Customer’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

17.5. Survival: The sections entitled Definitions (1.3), Customer Content (Ownership – 5.1), Economic Conditions (Fees Due – 7.1, 7.3, 7.5, 8.4c), Effects of Termination (8.4), Confidentiality (9), Limitations of Liability and Warranties (10), Indemnification (10.4, 10.5), Intellectual Property (12.1, 12.3, 12.4), Governing Law and Dispute Resolution (16), and General Provisions (17) shall survive any termination or expiration of this Agreement.

17.6. Force Majeure: Reaffirmed as in Section 10.6.

17.7. Notices: All notices, consents, and other formal communications required or permitted under this Agreement must be in writing and will be deemed duly delivered: (a) if delivered personally; (b) on the next business day if sent by a nationally recognized overnight courier with tracking service; (c) on the confirmed day of receipt if sent by registered or certified mail, with return receipt requested; or (d) if sent by email to the address designated by the receiving Party (for Last Cluster, the legal address specified in Section 18.1; for the Customer, the email address associated with the main Account). Operational or routine notices (e.g., maintenance notices, service updates) may be sent via the Service management console, the Website, or to the contact email address provided by the Customer. It is the Customer’s responsibility to keep their contact email address registered with Last Cluster up to date.

17.8. Relationship between the Parties: The Parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties. Neither Party has the authority to bind the other Party in any way.

17.9. Language: This Agreement is provided in the English language. An Arabic version of this Agreement will be provided upon request. In the event of any discrepancy, conflict, or ambiguity between this English version and the Arabic version, the English version shall prevail in all circumstances. All formal communications, notices, and any legal or arbitral proceedings related to this Agreement shall be conducted in the English language, unless otherwise agreed in writing by the Parties or required by applicable law.

17.10. Headings and Interpretation: The section headings are inserted for convenience of reference only and will not affect the interpretation of this Agreement. Unless the context otherwise requires, terms in the singular shall include the plural and vice versa. The terms “include”, “including”, and similar terms are not limiting.

 CONTACT INFORMATION

18.1. Last Cluster Contacts:

• For Legal Notices:
  Last Cluster Cloud Services LLC
  Attn: Legal Department
  Last Cluster Services LLC, Latifa Tower – Office No. B3107-46, Dubai, UAE
  Email: [email protected]
• For Technical Support:Refer to the applicable Support Plan or contact via: [email protected]
• For Billing and General Information:
  Email: [email protected]

18.2. Complaint Procedures: For specific complaints or requests, please use the appropriate contact channels indicated above (Support for technical issues, Legal for legal and contractual matters, Billing for economic issues).

ACCEPTANCE

BY USING THE SERVICES OF LAST CLUSTER CLOUD SERVICES LLC, THE CUSTOMER CONFIRMS TO HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE.