Terms of Service for Qeen.ai

Definitions

These General Terms and Conditions ("GTC") form a binding agreement between you as a representative of your company (the "Client") and qeen.ai (the "Service Provider"). They govern your right to use the services, applications, and other offerings provided by the Service Provider.

• Ad Spend : The total amount spent by the Client on advertising campaigns managed by the Service Provider.
• Agreement : The legally binding contract between the Service Provider and the Client, formed upon the Client's approval of these GTC or as modified in the Service Agreement.
• Client Portal : Any digital platform, tool, or application provided by the Service Provider to the Client for accessing information related to the services rendered under this Agreement.
• Marketing Services : The planning, execution, and optimization of digital advertising campaigns, including creative development and ongoing marketing support, as outlined in the Scope of Services.
• Parties : The Service Provider and the Client collectively, and "Party" means either the Service Provider or the Client individually.
• Retainer : The fixed monthly fee paid by the Client for ongoing access to the Service Provider’s marketing services.
• Service Provider or qeen.ai : Fodoole FZ- LLC, a limited liability company formed and organized under the laws of the United Arab Emirates, having its registered office #1408, 14th Floor, Dubai Science South-Tower, P.O. Box 72280, Dubai, United Arab Emirates.

Scope of Services

The Service Provider will deliver Marketing Services including but not limited to:

• Campaign strategy and planning
• Digital ad creation and placement
• Development and design of ad visuals
• Campaign monitoring, optimization, and reporting
• Consulting and ongoing marketing support

The scope may be updated by the Service Provider to reflect industry best practices or technological changes, with advance notice to the Client. If such changes materially affect the Client’s interests, the Client may terminate the Agreement with thirty (30) days’ written notice.

The Service Provider may utilize artificial intelligence technologies, including but not limited to AI-generated content, AI-assisted design tools, and AI stock assets, in the provision of Marketing Services and creation of marketing assets and deliverables under this Agreement. The Client hereby acknowledges and expressly consents to the use of such AI technologies and materials as part of the services provided.

The Client is entitled to one round of revisions to the creative deliverables. Any additional revisions beyond this shall be at the sole discretion of the Service Provider and shall not constitute a contractual obligation or waiver of any rights of Service Provider under this GTC.

Billing, Payments, and Renewals

The Client agrees to pay:

• A monthly retainer fee, billed in advance.
• An additional fee, calculated as a percentage of the total advertising spend managed by the Service Provider, if the Client’s media spend exceeds a specified threshold in any calendar month.

All fees are exclusive of applicable taxes, which are the Client’s responsibility unless otherwise required by law.

Invoices are due within thirty (30) days of issuance. Late payments may incur interest at 1% per month or the maximum rate permitted by law.

The Service Provider may suspend services for overdue invoices and terminate the Agreement for non-payment after sixty (60) days.

The Client must raise any invoice disputes within seven (7) working days of receipt; otherwise, invoices are deemed accepted.

The Service Provider reserves the right to change fees and institute new charges at any time, with advance notice to the Client.

Term and Termination

The Agreement is effective upon execution and remains in force until terminated by either party with thirty (30) days’ written notice, or immediately for material breach.

Upon termination, all outstanding fees, including retainer and ad spend fees for services rendered and campaigns run up to the termination date, become immediately due.

Intellectual Property

All intellectual property in materials, strategies, and deliverables created by the Service Provider remain its property unless otherwise agreed in writing.

The Client receives a non-exclusive, non-transferable license to use deliverables for internal business purposes.

The Client’s data, brand assets, and pre-existing intellectual property remain the exclusive property of the Client.

Representations and Warranties

The Parties represent and warrant to each other that:

• Both Parties have the full right, power, and legal authority to enter into and fully perform this GTC in accordance with applicable law.
• This GTC is valid, binding, and enforceable against both Parties in accordance with its terms and no provision requiring the other Party’s performance is in conflict with its obligations under any legal document, applicable law, license, or any other agreement.
• To the best of each Party’s knowledge, there are no other circumstances that may affect the fulfilment of this GTC.

The Client acknowledges and agrees that their use of the Client Portal, the Platform, and any services or products provided hereunder shall at all times comply with applicable laws and regulations and shall not infringe upon or violate any third party’s intellectual property rights or proprietary interests.

Data Privacy and Protection

The Client retains ownership of all data provided to the Service Provider for campaign execution ("Client Data").

The Service Provider will implement appropriate safeguards for Client Data in compliance with applicable law.

• The Service Provider may access, use, or process Client Data only as necessary to provide services and for billing, reporting, and optimization purposes.
• The Service Provider may use anonymized Client Data for service improvement or research, provided it does not identify the Client or its customers.
• Where third-party platforms (e.g., Google, Meta) are used, the Client acknowledges those platforms’ data policies apply, and the Service Provider is not liable for their practices.

Confidentiality

The parties agree to maintain the confidentiality of all proprietary, technical, and commercial information disclosed in connection with the Agreement, except as required by law or with prior written consent.

Obligations of confidentiality survive termination of the Agreement.

Severability

If any term or provision of this GTC is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this GTC or invalidate or render unenforceable such term or provision in any other jurisdiction.

Amendments

No amendment to, or modification of, this GTC is effective unless it is in writing and signed by an authorized representative of each Party.

Waiver

No waiver by any Party of any of the provisions of this GTC shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this GTC shall operate or be construed as a waiver thereof.

Assignment

The Client shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this GTC without the prior written consent of the Service Provider. Any purported assignment or delegation in violation of this section shall be null and void.

No assignment or delegation shall relieve the Client of any of its obligations hereunder. The Service Provider may at any time assign or transfer any or all of its rights or obligations under this GTC without the Client's prior written consent.

This GTC benefits solely the Parties and their respective successors and permitted assignments. Nothing in this GTC, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

No Waiver of Rights

The Service Provider's failure to enforce any provision of these GTC shall not constitute a waiver of its right to enforce such provision in the future.

Right to Subcontract

The Service Provider may subcontract any or all of its obligations under these GTC to third parties without the Client's consent. The Service Provider shall remain responsible for the performance of its obligations under these GTC.

Warranty and Liability

The Service Provider’s liability for any claim arising from the Agreement is limited to the total fees paid by the Client in the preceding three (3) months.

The Service Provider is not liable for indirect, incidental, or consequential damages, including lost profits or data loss.

• The Client is solely responsible for ensuring that their business operations, products, and services comply with all applicable laws, regulations, and industry standards.
• The Client must obtain and maintain all necessary permits, licenses, and authorizations and ensure any required disclosures or regulatory information are accurate and provided as needed.
• The Client must promptly inform the Service Provider in writing of any specific legal, regulatory, or industry requirements that may affect the services or deliverables.

Disputes, Governing Law and Jurisdiction

Any dispute arising out of or in connection with this GTC and the matters contemplated herein shall be settled amicably between the Parties. In the event that a dispute cannot be settled amicably, each party consents and submits to the exclusive jurisdiction of the Dubai International Financial Centre (DIFC) courts for the adjudication of any action, suit, or proceeding arising out of this GTC.

The GTC shall be governed by and construed in accordance with the DIFC laws as amended from time to time.

Entire Agreement

These terms constitute the entire agreement between the Service Provider and the Client, superseding any prior agreements or communications.

Contact and Notices

All requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a 'Notice') to the Service Provider must be in writing and sent to billingqeen.ai. Notices will be deemed given when received by the Service Provider.

Force Majeure

No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this GTC, for any failure or delay in fulfilling or performing any term of this GTC, when and to the extent such Party's failure or delay is caused by or results from force majeure events including natural disasters, war, government actions, emergencies, malicious cyber activities, or other events beyond the reasonable control of the affected Party.

Independent Contractor

The Service Provider is engaged by the Client as an independent contractor exclusively under this GTC. Nothing in this GTC shall be deemed to constitute a partnership, any relationship of employee and employer, or principal and agent between the Parties, nor shall it constitute either Party the agent of the other for any purpose.