Terms and Conditions of Use

These Terms and Conditions of Use ("Terms") govern access to and use of Thamaneya (the "Platform"), a software solution for ESG data management, carbon footprint (CFP) calculation, and sustainability reporting, operated by Masader Environmental Solutions and Energy Services S.A.E., a company incorporated under the laws of the Arab Republic of Egypt ("Masader," "we," "us," or "our").

By accessing or using the Platform, you ("you," the "User") agree to be bound by these Terms. If you do not agree, do not access or use the Platform.

If you are entering into these Terms on behalf of a company, organization, or other legal entity (a "Customer"), you represent and warrant that you have the authority to bind that entity, and "you" refers to both you personally and that entity.

Thamaneya provides tools to help organizations:

• Collect and manage ESG (Environmental, Social, and Governance) data
• Calculate carbon footprint and greenhouse gas (GHG) emissions across Scope 1, 2, and where applicable Scope 3
• Generate sustainability reports aligned with recognized frameworks
• Monitor and analyze sustainability performance

Specific features and capabilities may evolve over time. We may add, modify, or discontinue features at our discretion, with reasonable notice for material changes affecting paid customers.

You must be at least 18 years old and capable of forming a legally binding agreement to use the Platform. The Platform is intended for business and professional use, not for consumer or personal use.

You agree that you will:

• Use the Platform only for lawful purposes and in accordance with these Terms
• Provide accurate and complete data when using the Platform
• Comply with all applicable laws and regulations, including data protection, export control, and anti-corruption laws
• Maintain the confidentiality of your account credentials

You agree that you will not:

• Reverse engineer, decompile, or attempt to extract the source code of the Platform, except to the extent permitted by law
• Copy, resell, sublicense, or otherwise commercialize the Platform without our written permission
• Use the Platform to develop a competing product
• Upload or transmit malware, viruses, or harmful code
• Interfere with or disrupt the integrity or performance of the Platform
• Attempt to gain unauthorized access to any part of the Platform, other accounts, or related systems
• Use the Platform to store or transmit content that is unlawful, infringing, defamatory, or violates the rights of others
• Submit data you do not have the right to submit, including personal data without appropriate legal basis
• Misrepresent the source of data or the results produced by the Platform

Each party may have access to information of the other that is confidential ("Confidential Information"). The receiving party agrees to:

• Use Confidential Information only to exercise rights and perform obligations under these Terms
• Protect it with the same degree of care it uses for its own confidential information (and in any case, no less than reasonable care)
• Not disclose it to third parties except to employees, agents, or advisors who need to know and are bound by confidentiality obligations

These obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law (subject to reasonable notice where permitted).

Our handling of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference. Where Masader processes personal data on a Customer's behalf, the parties may enter into a Data Processing Agreement (DPA) that supplements these Terms.

We implement reasonable technical and organizational measures designed to protect the Platform and Customer Data. Our current security practices, the standards we are working toward, and the status of any certifications are described in our Privacy Policy and available on request for prospective enterprise customers.

We do not currently hold formal security certifications such as ISO/IEC 27001 or SOC 2; we are actively building our security program toward those standards and will update users as our posture matures. We make no representations beyond those expressly stated in these Terms or in a written agreement between the parties.

The Platform may integrate with or link to third-party services (e.g., cloud providers, ERP systems, identity providers). Your use of such third-party services is governed by their own terms and privacy policies. We are not responsible for third-party services and do not endorse them.

Except as expressly stated in these Terms or in a separate written agreement, the Platform is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted operation.

We do not warrant that:

• The Platform will be error-free, secure, or continuously available
• Calculations or reports generated by the Platform will satisfy any specific regulatory, audit, or assurance requirement
• Any results obtained from use of the Platform will be accurate or reliable for any particular purpose

To the maximum extent permitted by applicable law:

• In no event will either party be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, business, goodwill, or data, arising out of or relating to these Terms or the Platform, even if advised of the possibility of such damages.
• Masader's total cumulative liability under or in connection with these Terms will not exceed the fees paid by you to Masader in the twelve (12) months preceding the event giving rise to the claim.

These limitations apply regardless of the form of action, whether in contract, tort, statute, or otherwise. Nothing in these Terms limits liability that cannot be limited by applicable law (such as for fraud or willful misconduct).

You agree to indemnify, defend, and hold harmless Masader, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of the Platform in violation of these Terms or applicable law
• Customer Data, including any claim that it infringes the rights of any third party or violates any law
• Your breach of any representation, warranty, or obligation in these Terms

We may modify the Platform and these Terms from time to time. For material changes to these Terms that adversely affect paid customers, we will provide reasonable notice (e.g., via email or in-Platform notification). Continued use of the Platform after changes take effect constitutes acceptance.

Neither party will be liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, internet or utility failures, pandemics, or strikes.

These Terms are governed by the laws of the Arab Republic of Egypt, without regard to conflict of laws principles.

Any dispute arising out of or relating to these Terms shall be resolved by the exclusive jurisdiction of the competent courts of Cairo, Arab Republic of Egypt, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

• Entire agreement. These Terms, together with any order form, DPA, or written agreement signed by both parties, constitute the entire agreement between the parties regarding the Platform.
• Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
• No waiver. Failure to enforce any provision is not a waiver.
• Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of assets.
• Notices. We may send notices to the email associated with your account. You should send notices to info@be-masader.com.
• Relationship. The parties are independent contractors. These Terms do not create any agency, partnership, or joint venture.