Terms and Conditions
MADE IN SAUDI MEMBERSHIP
TERMS AND CONDITIONS
MADE IN SAUDI (MiS), is a program of the Kingdom of Saudi Arabia (Kingdom), administered by Saudi Export Development Authority (Saudi Exports) with a purpose to promote the Saudi national economy and enhance the Kingdom's position as a global industrial power that empowers global production capabilities for a sustainable future.
OUR OBJECTIVE: MiS program is executedto achieve following objectives:
- Driveexportsto priority markets
- Increaselocal consumptionand market share of local products and services.
- Contribute to local and foreign direct industrial investment.
MiS MEMBERSHIP: MiSmembership is open for all business entities thatthat produce Saudi Products (defined below) and are willing to comply with these Terms and Conditions (T&Cs). MiS membership will provide access to certain support services, information, and membership benefits in accordance with the T&Cs.
PLEASE READ THESE T&CS CAREFULLY. By submitting your MiS membership application, you agree to all the T&Cs and you also agree that MiS T&Cs may be amended, and such amendments will be posted on the website of MiS. You hereby agree that any amendments either by way of additional or reduced T&Cs, will be automatically subject to these T&Cs.
In case you do not agree to be bound by these T&Cs and any subsequent amendments hereto, you may avoid submitting your application to MiS membership. It is agreed that continued membership of MiS program after changes to these T&Cs have been posted, will tantamount to your acceptance of such changes, and you will be subject to these T&Cs without limitations.
- Definitions and Interpretation
Unless the context otherwise requires, the following terms shall have the meaning as set out below:
Authorized Person means theowner of the business entity, the Manager, the Director, or any other person authorized to act on behalf of business entity and can legally bind the business entity for these T&Cs.
Saudi based Manufacturer means ( a ) a business entity thatmanufacturers or producesPhysical Products on manufacturing premises in the Kingdom and has a manufacturing license in the Kingdom and (b) business entities that can provide evidence that they own the Intellectual Property Rights in and to the Physical Product(s) they have designed or developed, and where, in the case of a Physical product is being manufactured by a third party in the Kingdom on such business entity's behalf.
Saudi Products means Physical Products manufactured or produced in the Kingdom, as a result of the Kingdom being the place where all labour/human resources manufacturing or producing the finished Physical Product is provided, and the wholly obtained products in the Kingdom in case of non-manufactured products, provided that the products comply with the value-added contribution requirements of MiS program.
Intellectual Property means all copyright, related rights, database rights, industrial design rights, patents, trademarks, service marks, business names, trading names, collective marks, trade secrets, rights in confidential information, internet domain names, software, know how, and all rights and forms of protection of a similar nature or having an equivalent effect to any of them which may subsist anywhere in the world together with all goodwill attaching or relating thereto, whether or not any of them are registered and including application for registration of any of them;
Made in Saudi Trademark meansthe trademark as created for purpose of MiS program including its logo, any design elements therein, and word elements in any language as adopted for use by us as provided in Brand guidelines.
MiS Content means all content and material on the MiS website, any social media accounts, the MiS Profile, MiS Promotional Copy, including text, images, audio, visual, audio-visual, GIFs, tables, graphs and other content produced by us or on our behalf.
MiS Profile means an online business directory for MiS members, located on our MiS website to promote business selling Saudi Products, including Profile Page of members
MiS IPRS means all Intellectual Property Rights in the MiS brand, the MiS website, the MiS Profile (excluding Your Content and any other member content), the Brand guidelines, the Code of Conduct and the MiS Promotional Copy, including any translations thereof.
MiS Contact Point means a contact point provided to the MiS membership candidates and registered members of program for purpose of any clarifications, seeking guidance on program, and providing information over change of status or MiS membership eligibility. Following email address and phone number is your current MiS Contact Point, which may be changed from time to time and updated on Program website.
Inclusions : Any reference to a person of a business entity in these T&Cs shall include natural persons and partnerships, firms and other such unincorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted with the Kingdom to do business in Saudi Products.
2.1 Membership to the MiS Program is only available to entities in compliance with these T&Cs, whether it is Saudi based Manufacturers or non-manufacturing entities whose business activities deals with Saudi Products, and where such Saudi Products complies with the value added contribution requirement of MiS program.
2.2 By applying for the membership you warrant that you have MiS membership eligibility, and you are able to provide us with evidence in support. Your application to join MiS and information you provided within your MiS Profile page serves as a declaration of provenance for such purpose.
2.3If you are not in compliance with eligibility criteria, you should not submit this application.
2.4 By submitting an application on behalf of your business entity, you hereby undertake that you are eligible to bind your company to these T&Cs and that you have sufficient authorisation from business entity for such purpose and that it is your sole responsibility to ensure that your business entity has MiS membership eligibility. You may be asked to submit evidence to support your personal eligibility to bind your business entity to these T&Cs.
2.5 In accordance with the law of the Kingdom, there may be specific laws and rules relating to (without limitations) commercial data, labelling of products and other consumer related laws. You are hereby advised to obtain independent legal advice to confirm your status and eligibility. These T&Cs are in no case a substitute for any independent legal advice and shall in no case be considered as a legal guide for legal eligibility that may be covered under different laws and regulations of the Kingdom.
2.6In case you are exporting Saudi Products, the rules of origin of country of import may be applicable to your products. You may consult the Chamber of Commerce in the Kingdom to get yourself acquainted with such rules and required certificates. The local chambers of commerce all around the Kingdom can help you with country-of-origin certificates.
2.7The MiS membership eligibility and subsequent approvals does not guarantee compliance with all the laws and rules applicable to your products and you are solely responsible for complying with all product labelling requirements in respect of your Saudi Products, including country of origin product labelling. It is therefore important that you take legal advice in respect of any product labelling requirements that may apply.
2.8If you have any questions about the MiS Program application process with us prior to submitting your application, then please contact the MiS Contact Point.
2.9 Continuity of MiS membership eligibilityis crucial to remain a member of MiS program. It is your responsibility to inform MiS Contact Point for any change in status.
3. Joining the MiS Program
3.2 The application form for membership to the MiS Program must be completed by an Authorized Person who should be able to provide required evidence in support of such eligibility.
3.3 You warrant that all of the information that you have provided to us in connection with these T&Cs is complete, accurate and truthful.
3.4 All applications are subject to our approval and acceptance, exercised at our sole discretion. We reserve the right to reject an application for any reason. Your MiS membership eligibility does not necessarily limit our discretionary power to reject any application.
3.5 Your application will be reviewed for eligibility within reasonable time frame, and we reserve the right to put the membership on hold for any additional period of time until your eligibility is confirmed upto our satisfaction in accordance with the scheme of MiS program. If you do not fulfill the MiS membership eligibility or in our opinion you are not otherwise eligible, we reserve the right to cancel your application and refund the payment made.
4. Your Membership
4.1 If we are satisfied with your MiS membership eligibility and you are considered suitable for MiS membership, we will send you a confirmation email, with further requirements to become a member. We reverse the right to conditionally approve your MiS membership subject to fulfillment of certain conditions which may be submission of required undertakings or any documents which in our opinion is necessary to complete your membership.
4.2 After receipt of confirmation email of your MiS membership, we will send you a welcome pack, including details of how to access the required member's resources.
4.3Your membership will commence upon receipt of confirmation email ("Commencement Date") and continue subject to the T&Cs as amended from time to time, and subject to your MiS membership eligibility at the time of such renewals. Notwithstanding the other provisions in these T&Cs, you hereby agree that by applying to join the MiS Program:
- you shall not hold or declare yourself out as our "agent" or "partner";
- you shall not hold or declare yourself as being authorized to bind us in any way;
- you shall not incur any liability on our behalf nor represent that you are entitled to do so;
- you have not done and shall not at any time during and after your membership do any act which might, in our reasonable opinion, be likely to or tend materially to affect, disparage or adversely affect us or our reputation, and that of the MiS Program and all elements attached to it including the Made in Saudi Trademark;
- you will allow an appointed representative of MiS program to visit your business premises and/or your manufacturing facilities on reasonable notice to carry out inspection with the sole purpose to ensure that the information in your MiS Profile are accurate and that the use of Made in Saudi Trademark is in accordance with guidelines;
- you agree to demonstrate, as and when required by the MiS Program in any events organized by the management of MiS Program to the public on how your Saudi Products are made;
- you undertake to act in a transparent manner, publishing evidence in photographs, text, short films and trade body certifications to support that your Saudi Products are manufactured in the Kingdom. If we receive evidence to suggest the Made in Saudi Trademark is being applied to products that does not qualify as Saudi Products, we reserve the right to suspend and/or terminate your membership. Cancellation or suspension of your membership does not preclude us from any other legal or administrative remedy that we may have within the laws of the Kingdom.
5. Code of Conduct
MiS program members must comply with our Code of Conduct for the duration of their membership. Our Code of Conduct as mentioned here is a minimum standard for ethics and conduct, applicable to core business, internal work environment, relationship with clients, suppliers, dealing with governments, and social responsibility. The Code of Conduct reflects commitments and responsibilities of MiS Program members and act as a guideline for members in approach towards performance of business and day to day operations.
The Code of Conduct has the specific aim of uniting members behind the highest business standards including compliance with the items such as Diversity, Equality, Transparency and Health & Safety principles.
By proceeding with your application, you confirm that you will comply with our Code of Conduct standards during your participation in the MiS Program. If we have reasonable doubts whether you comply with our Code of Conduct, we may suspend your participation in the MiS Program. Following is the minimum Code of Conduct standard we expect from our MiS program members:
All MiS members are required to work in compliance with a legal environment. Multiple laws and regulations may be applicable on you. You shall be committed to always ensure that your work practices by employees are according to applicable legal framework of the Kingdom. As a law-abiding business entity, you shall ensure that the laws are interpreted and applied in its true sense to achieve the legislative intent.
MiS members are required to ensure that its employees, including management, professionals, and operational staff are well informed of applicable laws and regulations for performance of their duties in legally acceptable standards.
All MiS members shall maintain high standards of legal and ethical responsibility towards its potential customers in terms of products and service quality, pricing, timelines of delivery, and convey true picture of the intellectual property attached to the products they deliver to its customers.
All MiS members are required to select and deal with its supplier in a transparent and fair competition basis. It is the responsibility of MiS member to contribute to promoting fair competition in the Kingdom.
MiS members are expected to evaluate and maintain record of supplier performance to ensure best output for the customers and continuously engage suppliers to meet the required expectations of customers.
All MiS members are expected to have a good liaison with the government departments within ambit of applicable laws and regulations with efficient communication channels to perform business smoothly.
MiS members shall have zero tolerance for any act of bribery or corruption in performance of its day-to-day business.
MiS members shall, subject to certain exceptions within the laws of Kingdom, refrain from gifts, giveaways, rewards in financial or any other manner to any authority or officials which may help them in achieving any administrative or commercial advantage.
All MiS members shall have a policy not to adopt bribery and any unfair means in performance of its work and shall be committed to deal with fairness, integrity, honest and in transparent way in all business dealings and relationships, no matter whatever situation is.
MiS members are required to maintain congenial and productive work environment in its premises to ensure that the relationship among co-workers is based on mutual respect, sharing of knowledge and high regard for teamwork. It shall be the policy to encourage teamwork, where mutual learning and coordination helps in efficiency of output.
MiS members shall have no tolerance for workplace bullying.
MiS members shall ensure that diverse work force runs parallel with high regard to cultural and religious beliefs of every individual.
Within ambit of applicable laws, MiS members shall not discriminate in employment opportunities based on race, color or gender and shall strictly adhere to a policy of merit-based selection.
MiS members shall ensure that it promote the right to education to every child and shall discourage child labor and advocate international and local laws standards on child labor.
MiS members shall be sensitive towards environmental responsibility and shall sensitize its employees on negative impact of paper waste on green environment. To the extent possible, paperless work environment should be promoted.
MiS members shall have in place policies to comply with the environmental related regulations of the Kingdom.
MiS member shall maintain health and safety policies within its premises to ensure the healthy and safe work environment for its employees.
All MiS members are required to have in place personal data privacy procedure in accordance with the laws of Kingdom and international standards.
6. Expiration, termination and cancellation
While we expect a long-lasting relation with MiS members, the MiS membership can be terminated on
6.1 Voluntary Termination: MiS members can send a notice to MiS Contact Point for termination of its membership on voluntary basis.
6.2 Termination by MiS Program management: We may, in our absolute and sole discretion, at any time terminate MiS membership of any member for any reason, including without limitation, if:
- you no longer qualify for membership.
- your membership is subject to cancellation based on any grounds specifically provided with other provisions of these T&Cs.
- you undergo, or we reasonably believe that you have undergone or may undergo, any form of insolvency or event connected to an insolvency.
- we reasonably believe that your primary purpose of being a member of the MiS Program is not in line with our objectives.
- we reasonably believe that your use and/or sub-licensees' use of the Made in Saudi Trademark (or any part of them) and/or the MiS Profile is not in line with our approvals and/or the grant of rights and/or the permitted purpose under these T&Cs.
- you are in breach of any of the T&Cs and, in the case of a breach capable of remedy, you fail to remedy such breach within ten (10) days of receipt of written notice giving full particulars of the breach and of the steps required to remedy it.
- you do or fail to do anything which we consider might bring us, the MiS Program, the Made in Saudi Trademark into disrepute; or
- for any other reason on giving thirty (30) days prior written notice to you.
6.3 You hereby waive any claim or cause of action arising out of any termination of your membership and you release us, our affiliates and our respective officers, employees and agents from any and all such claims and causes of action. You shall keep us fully indemnified against all claims, demands, damages, losses, costs, expenses or liabilities which you may suffer or incur arising from any term of these T&Cs and from any act, default, omission or neglect of whatsoever nature on the part of our employees, agents or representatives and from third parties as a result of or arising in connection with the operation of activities under MiS membership.
7. Effect of Termination of MiS Membership
7.1 Upon expiration or termination of these T&Cs for any reason:
1. you will immediately cease all use of the Made in Saudi Trademark and destroy or return to us all materials including signs, advertising materials, invoices, forms, specifications, designs, samples, models, programs, drawings containing the Made in Saudi Trademark in your possession or control. 2. ensure that the Made in Saudi Trademark is removed from all of your unsold Saudi Products and from advertising materials, invoices, forms, specifications, designs, samples, models, programs, drawings including, without limitations, from any social media accounts. 3. all licenses and rights granted to you under these T&Cs and the bylaws of Made in Saudi Trademark shall immediately terminate and cease to exist from the effective day of termination and expiry of membership. 4. all rights granted to you under these T&Cs or however acquired and any goodwill associated therewith shall revert and inure to us; and 5. you shall not make any representation that you, your business, your Saudi Products and/or any of your other products and services are associated with us.
7.2 The expiration or termination of this Agreement shall be without prejudice to the accrued rights of MiS program management, and any provision hereof which relates to or governs the acts of the MiS member hereto subsequent to such expiry or termination hereof shall remain in full force and effect and shall be enforceable notwithstanding such expiry or termination.
8. Your Membership Benefits "Membership Benefits"
8.1.On becoming a member of the MiS Membership Program, you will receive the following benefits during your membership in accordance with the T&Cs:
- the right to use the Made in Saudi Trademark solely for the permitted purpose in accordance with T&Cs and by-laws of Made in Saudi Trademark and in a form and manner as outlined in Brand guidelines for MiS members as conveyed to you.
- For avoidance of doubt, the terms and conditions of license to use the Made in Saudi Trademark are to be read together with the terms of by-laws of Made in Saudi Trademark and any terms of license included in this document and by-laws are mutually inclusive.
- Right to access to view and search the MiS members area containing presentations, resources and other training and development content.
- Access to the MiS Profile ("Your Profile Page") where you can upload your company address, contact details, company website URL, logo, a vivid, sales & marketing orientated description text, images, links to videos of your Saudi Products and your office, factory or workshop and other information about your business ("Your Content"); and
- invitations to events (which may be subject to additional fees). Such events may have a promotional nature and/or training organized by us.
- Intellectual Property and other legal counselling sessions organized by us for awareness of MiS members.
9. Use of the Made in Saudi Trademark
9.1On becoming a member of the MiS Program, subject to your compliance with your obligations under these T&Cs, you will be automatically granted license, in accordance with the by-laws of Made in Saudi Trademark and these T&Cs, a non-exclusive, non-transferable, non-sub-licensable except where expressly permitted in certain circumstances envisaged in these T&Cs, royalty-free License to Use the Made in Saudi Trademark for the permitted purpose as per by-laws of Made in Saudi Trademark and Brand guidelines and in accordance with these T&Cs for the MiS membership. For the avoidance of doubt, except for the limited rights granted to you in this clause, we do not grant you any right whatsoever to claim ownership and/or use Made in Saudi Trademark for any other purposes, imitate, adopt the Made in Saudi Trademark in different variations, modify in any manner and form, and/or attempt to register it in any jurisdiction outside the Kingdom.
9.2The Made in Saudi Trademark can be applied to any surface or material – glass, wood, plastic, paper and metals. It can also be applied to any digital, print or audio-visual media.
9.3 The Made in Saudi Trademark will be protected within the laws of the Kingdom and in accordance with best practices and the nature of its use.
9.4 You hereby agree that:
you shall only use the Made in Saudi Trademark on, or in clearly unambiguous association with, your Saudi Products during your MiS membership.
all uses by you of the Made in Saudi Trademark shall be in compliance with our Brand guidelines.
you shall not use the Made in Saudi Trademark (or any part of it) for any use, event or purpose (whether directly or indirectly) which:
- is unlawful, or otherwise objectionable, which encourages conduct that would constitute a criminal offence, gives rise to civil liability or otherwise violates any law or is in breach of the privacy or any other rights of a third party or of any law;
- would become misleading the public, or be materially detrimental to or inconsistent with our good name, goodwill, reputation, and image, or would impair or interfere with our rights in the Made in Saudi Trademark (or any part of it); or
- promote products and/or services that may falsely suggests a client (or other business) affiliation/relationship with us.
you shall discharge your obligations in connection with the use of the Made in Saudi Trademark with all due skill, care and diligence and comply with any applicable laws, regulations and/or industry codes.
you shall at all times (notwithstanding the termination of these T&Cs) be liable for, indemnify and hold us harmless (together with our officers, employees and agents) against all liabilities, actions, proceeds, costs, claims, damages and other expenses of any nature whatsoever incurred by, suffered by or awarded against us and compensation agreed by us in consequence of any breach or non-performance by you of any of your obligations under these T&Cs.
9.5 If you exercise your limited right of sub-license to your creative media agency ("sublicensee") for the sole purpose of creating your promotional material:
- you shall ensure that your sub-licensees are subject to obligations, restrictions and conditions in respect of use of the Made in Saudi Trademark, which are equivalent to the obligations, restrictions and conditions on you under these T&Cs.
- you can be asked to provide a copy of such terms agreed with the sub-licensee and we reserve the right to ask you for amendment of terms.
- you shall be held responsible and liable for the acts and omissions of your sub-licensees in relation to use of the Made in Saudi Trademark, and any breach of a sub-license by your sub-licensees to the extent that it relates to the use of the Made in Saudi Trademark by your sub-licensees in contravention of the obligations, restrictions and conditions imposed on you under these T&Cs shall be a breach by you of these T&Cs.
- you shall ensure that your sub-licensees do not obtain or retain any ownership of promotional material, the intellectual property rights in it or other content or materials incorporating the Made in Saudi Trademark.
- such sub-license shall terminate automatically on the termination of these T&Cs for any reason and equivalent post-termination restrictions and obligations shall be imposed on your sub-licensees. It is understood that you will be directly responsible for compliance of effect of termination by your sub-licensee.
- in no case shall you grant permission to your sub-licensee to issue further sub-license, unless the circumstances require so and in which case you shall take written permission from us. We reserve the right to refuse such permission and you shall be responsible for making alternate arrangement in case of refusal. You shall contact MiS Contact Point for such permission at the earliest convenience of such need.
- in no case, shall the sub-license duration extend beyond the members MiS membership duration. Renewal of sub-license shall be subject to the same procedure and approval from us as applicable to initial duration.
9.6 In the event that you sell your Saudi Products under the Made in Saudi Trademark, to a non-member of the MiS Program, who intends to sell such products under their own brand or identifying mark ("Third Party Seller"), the following shall apply:
- you shall provide us with the details of the business(es) selling your products;
- you shall request for permission to issue sub-license to the Third Party Seller.
- you shall complete the registration process of your sub-licensee with us.
- you shall ensure that in your contractual arrangements with the Third Party Seller, they are subject to obligations, restrictions and conditions in respect of use of the Made in Saudi Trademark, which are equivalent to the obligations, restrictions and conditions applicable to you under these T&Cs.
- you shall be liable for the acts and omissions of your sub-licensees.
- you shall be held responsible and liable for the acts and omissions of your sub-licensees in relation to use of the Made in Saudi Trademark.
- any breach of a sub-license by your sub-licensees and/or any use of the Made in Saudi Trademark by your sub-licensees in contravention of the obligations, restrictions and conditions imposed on you under these T&Cs shall be a breach by you of these T&Cs.
- you shall ensure that your sub-licensees do not obtain or retain any ownership of any Promotional material or intellectual property rights therein in the content or materials incorporating the Made in Saudi Trademark excluding rights in their own trademarks.
- In no case shall you grant permission to your sub-licensee to issue further sub-license, unless the circumstances require so and in which case you shall take written permission from us. We reserve the right to refuse such permission and you shall be responsible for making alternate arrangement in case of refusal. You shall contact MiS Contact Point for such permission at the earliest convenience of such need.
- In no case, shall the sub-license duration extend beyond the members MiS Membership duration. Renewal of sub-license shall be subject to the same procedure and approval from us as applicable to initial duration.
- such sub-license shall terminate automatically on the termination of these T&Cs for any reason and equivalent post-termination restrictions and obligations shall be imposed on your sub-licensees.
10. Online Profile
10.1 You must complete the content for your MiS Profile yourself and it:
- must solely relate to your Saudi Products and your office, factory, studio, workshop or other manufacturing facilities in the Kingdom.
- must not feature any content relating to your other products, services, business and/or offices, factories, studios, workshops, manufacturing facilities or other premises outside of the Kingdom.
- must not feature any content relating to any products that you sell that are not Saudi Products.
- must not feature any content relating to any third party.
- will only remain active during your MiS membership. On cancellation and/or termination of your membership for any reason, your MiS Profile will be archived and not appear in the public-facing version of the MiS Profile and should you wish to rejoin the MiS Program, you may need to reenter your content.
You reserve the right to request for deletion of information in your MiS Profile, especially the personal data of your business entity and for this purpose, you will contact the MiS Contact Point.
10.2 When using the MiS Profile, you agree to comply with these T&Cs and with all applicable laws. In particular, you agree not to:
- use the MiS Profile for any illegal purpose or in an unlawful or fraudulent manner and you will not solicit or collect any user information.
- modify, remove, or obscure any of our copyright/trademark or other proprietary rights notices, or interfere with the security-related features of the MiS Profile.
- use the MiS Profile to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material or to send, knowingly receive, upload/post, download any material which does not comply with these T&Cs.
- use all or any part of the MiS Profile to (i) prepare or compile any other database or directory; or (ii) provide any kind of commercial information service.
10.3 You will implement all requests from us for changes to your MiS Profile promptly and accurately in accordance with those deadlines and timescales notified to you from time to time.
10.4 You can cease your participation in the MiS Profile and unpublish the MiS Profile at any time using your controls in the members area.
10.5 We reserve the right to suspend or remove your MiS Profile at any time and/or refuse you access to the MiS Profile, if we believe that you are in breach of any of the terms of these T&Cs.
10.6 We also reserve the right to temporarily suspend or remove your content from MiS Profile if we receive a complaint from a third party reasonably claiming infringement of their intellectual property rights including Copyrights, Trademark rights, designs rights, patent rights etc.
10.7 We shall have the right, at our sole discretion, to reject, suspend, or remove your MiS Profile or any of your content from the MiS Profile at any time, without liability, without cause and/or for any of the following reasons:
- we cease to publish or suspend the MiS Profile.
- you cease to be a member of the MiS Program.
10.8 Removal of your MiS Profile or any of your content from the MiS Profile shall be without prejudice to any obligations which shall have accrued prior to such removal and such removal does not exempt you from any such obligations which will otherwise exist.
10.9 Your access to the MiS Profile is permitted on a temporary basis and we reserve the right to withdraw without notice. We may suspend access to the MiS Profile periodically to carry out emergency or scheduled maintenance or for any other reason at any time. You acknowledge and accept that your use and access of the MiS Profile is dependent factors outside our control including connectivity over communications networks and facilities not in our control and this may cause your use of the MiS Profile subject to limitations, delays and other problems inherent in the use of such networks and facilities. We hereby give no warranty that your use of the MiS Profile will be uninterrupted or error free.
10.10 You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these T&Cs.
10.11 You further acknowledge and agree that a link to your website is as a matter of convenience only and does not provide our endorsal of its compliance with law or the content uploaded therein including without limitations the advertisements therein. You are responsible for compliance with the laws of the Kingdom applicable to your website including the laws regulating E-commerce in the Kingdom.
10.12 You further acknowledge that you will not use the link to your website for making any false claim, explicit or by implication, with any third party or your customers purporting to have our endorsal of your contents of your website.
11. Event, Training and Awareness sessions
We may organize events online and in person around the Kingdom and overseas for our members.
MiS members can book and pay for places at these events online on our website.
We may also organize training and/or awareness sessions to MiS members for protection of its intellectual property rights in the Kingdom and abroad.
MiS members may propose such training and awareness sessions on other areas of law, and subject to need assessment and our convenience, we may organize in consultations with local expert firms.
All such events, training and awareness sessions may be subject to additional registration fees for attendance and registration and may be available to members and non-members of the MiS Program.
12. Intellectual Property Rights
12.1The legal and beneficial ownership of the Made in Saudi Trademark, the website, the MiS Profile, all the MiS Contents, and the MiS IPRs belongs to us and our affiliates and we reserve all such rights in the MiS IPRs whether presently accrued to us or to be accrued in future and may not be used, sold, licensed, copied or reproduced in whole or in part in any manner or form or in any media by any person without our prior written consent.
12.2You agree that these T&Cs do not give you any ownership, any claim, any right, title or interest in or to the Made in Saudi Trademark, the website, the MiS Profile, any content of the MiS program and/or the MiS IPRs (or any part of them) including any derivative work as a result of MiS IPRs, except the rights of use as are specifically set out in these T&Cs and you hereby acknowledge and agree that the benefit of all such use by you shall at all times inure to us.
12.3You hereby grant to us a non-exclusive, non-transferable, royalty-free license during the duration of your membership to reproduce your content on your MiS Profile in connection with operating and promoting the MiS Profile.
12.4 All uses of the Made in Saudi Trademark must be displayed by you in the manner that has been presented by us to you in the members area on the website, without amendment and shall be used in accordance with our Brand guidelines.
13. Protection of the Marks and the Intellectual Property Rights
13.1 You shall not apply to register or pursue registrations of the Made in Saudi Trademark or any part of it or any other word mark or logo confusingly similar including phonetic similarity and/or visual similarity and/or conceptual similarity, or identical to it in any Nice class within the Kingdom of abroad during your MiS membership or otherwise after termination and/or cancellation and/expiry of such membership, and that you will not claim any unregistered rights in Made in Saudi Trademark whether the intention is use it for competing or non-competing purpose. Likewise, you shall not pursue registration or claim ownership of the MiS Content, the website, the MiS Profile and/or any MiS IPRs (including any part of them) in your own name.
13.2 You shall promptly notify us in writing of any infringements or misuses of the Made in Saudi Trademark, the MiS Content, the website, the MiS Profile and/or any MiS IPRs (including any part of them) by third parties of which you become aware.
13.3 We have the sole right to determine whether any action shall be taken on account of all proceedings relating to the Made in Saudi Trademark, the MiS Content, the website, the MiS Profile and/or any MiS IPRs (including any part of them) and will in our sole discretion decide what action (including litigation, arbitration or compromise) if any to take in respect of any infringement or alleged infringement and we shall not be obliged to bring or defend any proceedings whether for infringement or otherwise in relation such matters, and it shall always remain our sole discretion whether to proceed or not to proceed with any type of legal actions.
13.4 It shall be our right to claim and retain any remedy including damages and compensation claims in respect of any infringement proceedings which are brought by us either directly through our knowledge or through MiS members, and we shall be entitled to retain any damages awarded in respect of such claim.
13.5For the avoidance of doubt, nothing herein comprises a license to use the Made in Saudi Trademark in connection with or in relation to any goods or services, other than your Saudi Products.
14. Limitation of Liability
14.1 Our only responsibilities with respect to the Made in Saudi Trademark, the website and/or the MiS Profile (including any part of them) are set out in these T&Cs. To the fullest extent permitted by law, we exclude all liabilities for loss or damage arising out of or in connection with your use of it for any reason.
14.2 We make no express or implied warranty, to the extent permissible by law, other than the warranties expressed in this agreement, if any, and specifically disclaims any warranties of merchantability, non-infringement or fitness for a particular purpose, and implied warranties arising from course of dealing or course of performance, or any other express or implied warranty regarding quality, accuracy, completeness, reliability, or performance unless otherwise expressed in this agreement. Our MiS program, including, but not limited to the website and other content are provided on an "as is," "where is" and "as available" basis, without any warranty of any kind and without any guarantee of continuous or uninterrupted display or distribution of any content. We specifically disclaim any liability relating thereto, including, without limitation, compliance with applicable laws, errors in position and/or placement, technical malfunctions and/or typographical errors of any kind unless otherwise set forth herein.
14.3 Save where prohibited by laws of Kingdom, you acknowledge and agree that we will not be liable for any injury, loss, claim, damage or any special, indirect, incidental or consequential damages of any kind you may suffer or incur (including any loss of savings you expect to make, loss of business or business opportunity, or loss of profit or revenue), whether based in contract, tort or otherwise, which arises out of or is in any way connected with your use of the Made in Saudi Trademark, the website and/or the MiS Profile (including any part of them) and/or any failure, delay, interruption, suspension or otherwise to MiS Profile.
14.4 You hereby waive any claim or cause of action arising out of any termination of these T&Cs and you release us, and our affiliates and our respective managers, shareholders, officers, directors, employees and representatives and agents from any and all such claims and causes of action.
15.1.Both you and we undertake to keep confidential all information (written or oral or in any other form) concerning the business and affairs of the other party that it shall have obtained or received as a result of the T&Cs, and will not use, copy or modify such confidential information (or permit others to do so) for any purpose or disclose such confidential information to a third party other than to its professional and legal advisers or as may be required by law or applicable regulations as may be agreed in advance between the parties hereto.
15.2 If we are unable to perform our obligations under these T&Cs because of matters beyond our reasonable control, including without limitation, fire, explosion, war, civil disorder, industrial disputes, or other disasters or governmental laws and regulations imposed, or other events beyond our reasonable control, we will not have any liability to you for our failure to perform. During such periods, these T&Cs shall be suspended.
15.3 If any provision of these T&Cs is held to be illegal, invalid or unenforceable in whole or in part the remainder of these T&Cs will continue to be valid and enforceable.
15.4No failure or delay in exercising rights under these T&Cs shall operate as a waiver of such rights.
15.5 These T&Cs do not make either party the agent of the other nor does it create a partnership or joint venture between the parties.
15.6 These T&Cs express the entire agreement between us and you.
15.7We, exclusively, may assign or otherwise transfer all of its rights, obligations and liabilities under these T&Cs to a successor body to us and you hereby consent to continuity of your MiS membership as a result of such assignment or transfer.
15.8 In event of any breach by you, our failure or delay in enforcing our rights does not disentitle us to enforce our rights and remedies against you in relation to that breach and to use our rights and remedies in any other situation where you breach these T&Cs.
15.9 These T&Cs and all matters relating to these T&Cs and rights granted under it shall be governed by and construed according to laws of the Kingdom and be subject to the exclusive jurisdiction of the Courts of the Kingdom.