Terms and Conditions

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1. Introduction

These Terms and Conditions ("Agreement") govern the use of SFS Trace, a digital seafood traceability solution provided by Seafood Souq ("Company," "we," "us," or "our"). This Agreement is between Seafood Souq and the party identified as the User in the applicable Order Form.

These Terms apply to new Order Forms (or renewals of existing Order Forms) effective on or after 1/1/2025. If you are an existing User and previously agreed to an earlier version of these Terms, this updated Agreement will become effective upon renewal of your Order Form.

If you have a separate written agreement with Seafood Souq on this subject matter, these Terms will not apply to you.

In case of a conflict among the documents making up this Agreement, the main body of these Terms (Sections 1 through 11) will prevail, except that any Order Forms, Product-Specific Terms, Data Processing Addendum, or any other exhibit, attachment, or addendum will control over this Agreement for its specific subject matter.

2. Definitions

2.1. "Affiliate" – Any entity that Controls, is Controlled by, or is under common Control with either Seafood Souq or the User.

2.2. "SFS Trace" – The digital traceability platform provided by Seafood Souq, offering compliance with GDST, FSMA, and other international traceability standards.

2.3. "User" – Any individual or entity accessing or using SFS Trace, including the User's employees, agents, or contractors authorized to use the service.

2.4. "Order Form" – An ordering document executed between the User and Seafood Souq specifying the level of access, features, and services subscribed under this Agreement.

2.5. "Data" – Any information uploaded, processed, or generated through the Platform, including but not limited to Critical Tracking Events (CTEs), Key Data Elements (KDEs), and compliance records.

2.6. "Subscription Term" – The period for which the User has subscribed to SFS Trace as specified in the applicable Order Form, including any renewal periods.

3. SFS Trace Services

3.1. Provision of the Service and Availability
Seafood Souq will provide access to SFS Trace during the applicable Subscription Term. We may update the platform periodically, provided that no update will materially reduce its core functionality during the active Subscription Term.

3.2. Access Rights
Seafood Souq grants the User a non-exclusive, non-transferable, non-sublicensable right to access and use SFS Trace solely for internal business purposes in accordance with the Order Form and this Agreement.

3.3. Acceptable Use Policy
Users shall not:

• Engage in fraudulent, illegal, or abusive activity on the platform.
• Share login credentials or allow multiple individuals to use a single User account.
• Reverse-engineer, decompile, or modify any part of SFS Trace.
• Use automated systems to extract data without prior written consent.
• Upload malicious software or interfere with platform operations.

Seafood Souq reserves the right to suspend or terminate accounts violating these terms.

3.4. Security & Data Protection
Seafood Souq will maintain industry-standard security measures to protect Data. Users acknowledge that they are responsible for securing their own access credentials and devices.

4. Data Ownership and Privacy

4.1. User Data Ownership
Users retain ownership of all proprietary Data uploaded to the Platform.

4.2. License Grant to Seafood Souq
By using SFS Trace, Users grant Seafood Souq a limited, non-exclusive license to process and store Data for the purpose of providing traceability services.

4.3. Compliance with Data Protection Regulations
Seafood Souq adheres to applicable data protection regulations, including GDPR where applicable. For details on data processing, please refer to the Data Processing Addendum.

5. Compliance and Regulatory Requirements

5.1. User Responsibility for Compliance
Users must ensure their compliance with all applicable regulations, including GDST, FSMA, and regional food safety laws.

5.2. Regulatory Changes
Seafood Souq is not liable for Users’ failure to meet regulatory requirements or penalties resulting from non-compliance.

6. Fees and Payment

6.1. Subscription Fees
Certain features of SFS Trace require payment. Fees are specified in the applicable Order Form.

6.2. Payment Terms
All invoices are due within 30 days of issuance. Late payments may result in service suspension.

6.3. Auto-Renewal
Subscriptions renew automatically unless canceled 30 days before the renewal date.

7. Intellectual Property

7.1. Ownership
All intellectual property rights related to SFS Trace, including software, trademarks, and branding, remain the exclusive property of Seafood Souq.

7.2. Restrictions
Users may not modify, distribute, or reproduce any part of SFS Trace without express permission.

8. Termination and Suspension

8.1. Termination by User
Users may terminate their account by providing written notice to Seafood Souq.

8.2. Termination by Seafood Souq
Seafood Souq reserves the right to suspend or terminate access for:

• Violation of these Terms.
• Non-payment of fees.
• Security threats or regulatory non-compliance.

8.3. Data Retention Post-Termination
Users have 30 days to export their Data following termination. After this period, all Data may be deleted.

9. Limitation of Liability

9.1. No Warranty
SFS Trace is provided “as is” without warranties of any kind.

9.2. Liability Cap
Seafood Souq’s liability shall not exceed the total amount paid by the User in the 12 months preceding the claim.

9.3. No Indirect Liability
Seafood Souq shall not be liable for any indirect, incidental, or consequential damages.

10. Indemnification

Users agree to indemnify Seafood Souq from any claims, liabilities, damages, or costs arising from:

• Misuse of SFS Trace.
• Violation of applicable regulations.
• Third-party claims related to User Data.

11. Governing Law and Dispute Resolution

These Terms shall be governed by UAE law, with ADGM courts as the jurisdiction for dispute resolution

12. Modifications to Terms

Seafood Souq reserves the right to update these Terms. Continued use of SFS Trace after changes constitutes acceptance of the revised Terms.