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These Terms of Service ("Terms") govern your purchase and use of services and products provided by Hibr AI ("Hibr", "we", "us", "our"). By purchasing, accessing, or using any Hibr AI offering, you ("you", "Customer") agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity. If you do not agree, do not purchase or use our offerings.
Version 2026-07-25-v2 · Effective on acceptance
These Terms are a binding agreement between you and HIBR e trade (trading as "Hibr AI"). Please read
Section 12 (Limitation of Liability), Section 7 (AI-Specific Terms) and Section 16 (Governing Law &
Dispute Resolution) carefully. By clicking to accept, creating an account, or paying for a Service,
you agree to these Terms. Nothing in these Terms waives any right you have under applicable law that
cannot lawfully be waived.
1.1 Acceptance. By clicking "I agree" (or a similar control), executing an Order Form that references these Terms, creating an account, or accessing or using any of the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.
1.2 Authority to bind. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that (a) you have full legal authority to bind that entity to these Terms, and (b) you have read and understood them. In that case "Customer", "you", and "your" refer to that entity.
1.3 Business use only. The Services are offered for business and professional purposes only. They are not intended for, and must not be used by, consumers for personal, household, or family purposes. Customer acknowledges that it is acquiring the Services in the course of business and not as a "consumer" within the meaning of any applicable consumer-protection law.
1.4 Eligibility. You represent that you (a) are at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater); (b) are not barred from receiving the Services under the laws of the UAE or any other applicable jurisdiction; and (c) are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and are not a person or entity on any applicable restricted-party, sanctions, or denied-persons list (including those administered by the UAE, the United Nations, the United States (OFAC), the United Kingdom, or the European Union).
1.5 Order of precedence. Where Customer and HIBR sign an Order Form, statement of work (SOW), or negotiated master agreement that references these Terms, that document and these Terms form the entire agreement (the "Agreement"). In the event of conflict, the documents control in the following descending order: (1) a signed negotiated master agreement or SOW; (2) the applicable Order Form; (3) the DPA; (4) these Terms; (5) any policy incorporated by reference (e.g., the AUP). A pre-printed term on a Customer purchase order or similar document has no effect and is expressly rejected.
1.6 Incorporated documents. The following are incorporated into and form part of these Terms by reference: the Privacy Policy, the Acceptable Use Policy (AUP), the Data Processing Agreement (DPA), any Cookie Policy, and any product-specific documentation, plan descriptions, or Service Level Agreement (SLA) made available to Customer.
1.7 Mandatory law and consumer rights prevail (overriding clause). Notwithstanding anything to the contrary in these Terms, nothing in these Terms excludes, restricts, or limits any liability, right, or remedy that cannot lawfully be excluded, restricted, or limited under any mandatory law applicable to you, including consumer-protection law and liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for gross negligence or wilful misconduct. If you qualify as a "consumer" under the mandatory law of your country of residence (including any GCC consumer-protection regime), your non-waivable statutory rights — including any cooling-off, withdrawal, cancellation, return, or refund right and any statutory guarantee that the Services conform to their description and are fit for their disclosed purpose — apply in full and prevail over any conflicting provision of these Terms (in particular Sections 8.8, 11, 12, and 16). Where any provision of these Terms is held void or unenforceable against you under such mandatory law, that provision is severed only to the extent necessary and the remainder of these Terms continues in force (see Section 17 on severability). This Section 1.7 controls over every other Section of these Terms.
In these Terms, capitalised terms have the meanings set out below; other capitalised terms are defined where they first appear.
Interpretation: "including" means "including without limitation"; headings are for convenience only; the singular includes the plural and vice versa; and references to a statute include its amendments.
3.1 Account creation. To use most Services, Customer must register an account and provide accurate, current, and complete information. Customer must keep this information up to date.
3.2 Account credentials. Customer is responsible for configuring and safeguarding all login credentials, API keys, and access tokens associated with its account. Customer must keep credentials confidential and must not share them except with Authorized Users on a need-to-use basis.
3.3 Responsibility for activity. Customer is responsible for all activity that occurs under its account and through its credentials, whether or not authorised by Customer, except to the extent such activity results directly from HIBR's breach of these Terms. Customer is responsible for its Authorized Users' compliance with these Terms and is liable for their acts and omissions as if they were Customer's own.
3.4 Security incidents. Customer must notify HIBR promptly at info@hibr.ai upon becoming aware of any unauthorised access to or use of the Services, any compromise of credentials, or any other security incident affecting the account.
3.5 Authentication controls. HIBR may require multi-factor authentication, key rotation, or other security measures and may suspend access to credentials reasonably suspected of being compromised.
4.1 Grant of right to use. Subject to Customer's compliance with these Terms and payment of applicable Fees, HIBR grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during the Subscription Term, to access and use the Services and Documentation solely for Customer's internal business purposes and in accordance with the applicable plan, Order Form, and usage limits.
4.2 Plans and usage limits. The Services are offered in tiered plans. Each plan's features, quotas, seat counts, API rate limits, usage allowances, and any token/credit/message limits are described in the applicable Order Form, plan description, or Documentation. HIBR may apply technical limits and fair-use thresholds to protect Service stability. Usage in excess of plan limits may incur overage Fees or be rate-limited or suspended.
4.3 Custom AI Builds and professional services. Where Customer engages HIBR for Custom AI Builds, consulting, or other professional services, those services are governed by a separate SOW or Order Form. Unless that document expressly states otherwise, custom deliverables are licensed (not assigned) to Customer on the IP terms in Section 9, and any reusable tools, frameworks, models, or know-how developed by HIBR remain HIBR's property.
4.4 Restrictions. Customer must not, and must not permit any third party to: (a) copy, modify, translate, or create derivative works of the Services except as expressly permitted; (b) reverse engineer, decompile, or disassemble the Services, or attempt to derive source code, model weights, or underlying algorithms, except to the extent this restriction is prohibited by applicable law; (c) resell, sublicense, rent, lease, or operate the Services as a service bureau or for the benefit of third parties not authorised under the applicable plan; (d) use the Services to build, train, or improve a competing product or AI model, or to benchmark for a competitor; (e) circumvent usage limits, rate limits, or access controls; (f) remove or obscure any proprietary notices; or (g) use the Services other than as permitted by these Terms, the AUP, and applicable law.
4.5 Beta and preview features. HIBR may offer features identified as beta, preview, evaluation, or experimental ("Beta Features"). Beta Features are provided "as is", may be changed or withdrawn at any time, are excluded from any SLA and from the warranties in Section 11, and may be subject to additional terms. Customer uses Beta Features at its own risk.
4.6 Changes to the Services. HIBR may improve, modify, or add features to the Services. HIBR will not materially reduce the core functionality of a paid Service during a Subscription Term without providing reasonable notice; if a degradation materially diminishes the Service for which Customer has prepaid, Customer's remedies are as set out in Section 14.
4.7 Suspension for cause. Without limiting Section 14, HIBR may suspend Customer's (or an Authorized User's) access immediately where reasonably necessary to (a) prevent material harm to the Services or other customers; (b) address a security risk; (c) respond to a violation of the AUP, applicable law, or a third party's rights; or (d) address overdue Fees per Section 8. HIBR will use reasonable efforts to give advance notice and to limit the scope and duration of suspension.
5.1 Compliance with the AUP. Customer's use of the Services is subject to the Acceptable Use Policy, incorporated by reference. In the event of conflict between this Section 5 and the AUP, the more restrictive provision controls.
5.2 Prohibited conduct. Customer must not, and must not permit any Authorized User or third party to, use the Services to:
5.3 Third-party platform rules. Where Customer uses the Services to interact with third-party platforms (e.g., social networks, telephony providers, messaging or email services), Customer must comply with those platforms' terms and obtain all required consents (including call-recording and marketing consents) from end-users and recipients.
5.4 Enforcement. HIBR may investigate suspected violations and may remove or disable access to offending content or accounts. HIBR may report unlawful activity to competent authorities as required by law.
6.1 Ownership of Customer Data. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data and Inputs. Customer grants HIBR a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, display, and otherwise use Customer Data and Inputs solely to (a) provide, maintain, secure, and support the Services; (b) generate Output for Customer; and (c) comply with law. HIBR acquires no rights in Customer Data except as expressly granted here.
6.2 Customer responsibilities. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and Inputs, and for obtaining all rights, consents, and lawful bases necessary for HIBR and its Subprocessors to process them as contemplated by these Terms. Customer must not submit data it is not entitled to submit. Where Customer's Inputs or Customer Data contain personal data of Customer's own end-users, customers, leads, or employees, Customer is the controller of that personal data and is responsible for providing all required privacy notices and obtaining all required consents from those individuals.
6.3 Privacy and data protection. HIBR processes personal data in accordance with its Privacy Policy and, where HIBR acts as a processor of personal data on Customer's behalf, the Data Processing Agreement (DPA), which is incorporated by reference and which governs the parties' respective roles, the subject matter and duration of processing, the nature and purpose of processing, the categories of data subjects and personal data, security measures, breach notification, and assistance obligations. Where the DPA conflicts with these Terms in respect of the processing of personal data, the DPA controls. HIBR complies with applicable data-protection laws, including the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021, "PDPL"), and, where applicable to Customer or data subjects, other GCC data-protection regimes (see the GCC Country-Specific Annex) and the EU/UK GDPR. Customer acknowledges that, as of the effective date of these Terms, the PDPL's federal Executive Regulations were still in transition; the parties will act in good faith to align with those Regulations once issued and operative.
6.3a Where data is processed (data location). HIBR is a UAE business, but its production systems are not hosted in the UAE. The Services run on infrastructure provided by Hostinger International Limited (data centre located in the United Kingdom), with the marketing site served by Netlify and AI processing performed by Anthropic, PBC (United States). Customer Data is therefore processed outside the UAE. HIBR relies on the transfer mechanisms permitted under UAE Federal Decree-Law No. 45 of 2021 (PDPL) — including contractual safeguards with each Subprocessor and, where required, Customer's consent — and the current list of Subprocessors and their locations is published at https://hibr.ai/subprocessors/. If Customer requires data residency inside the UAE or another specific country, HIBR cannot meet that requirement on its standard Services and Customer should not purchase on that basis.
6.4 Subprocessors and AI providers. Customer acknowledges and agrees that HIBR uses Subprocessors to deliver the Services, including third-party AI model providers. HIBR's AI features are powered by models provided by Anthropic, PBC ("Anthropic"), a subprocessor located in the United States, with whom HIBR maintains a data processing agreement. A current list of Subprocessors (including Anthropic and the payment processor, Stripe) is maintained in the DPA or at https://hibr.ai/subprocessors/. HIBR remains responsible for its Subprocessors' performance of the obligations HIBR delegates to them. HIBR will give notice of new Subprocessors as set out in the DPA and will provide a mechanism for Customer to object on reasonable data-protection grounds.
6.5 International transfers. Customer acknowledges that provision of the Services involves the transfer and processing of Customer Data outside the UAE and the country in which Customer is located, including to the United States (Anthropic). HIBR implements appropriate safeguards for such transfers as required by applicable law and as described in the DPA (e.g., adequacy mechanisms, standard contractual clauses, transfer risk assessments, and/or the Customer's explicit consent). Customer acknowledges that several GCC data-protection regimes condition cross-border transfer on explicit consent, an adequacy finding, and/or a documented transfer assessment, as further described in the GCC Country-Specific Annex and the DPA.
6.6 Model training; no training on Customer Data by default. HIBR does not use Customer Data, Inputs, or Outputs to train, fine-tune, or improve generally available AI models, and HIBR contractually requires its AI Subprocessor not to use Customer Data submitted through the Services to train its foundation models, except (a) to the extent Customer expressly opts in for the purpose of improving Customer's own configured Service; or (b) for de-identified, aggregated operational data that cannot reasonably be attributed to Customer or any individual and is used to maintain and improve Service performance, security, and abuse-detection.
6.7 Aggregated and de-identified data. HIBR may collect, use, and retain aggregated and de-identified data derived from operation of the Services for analytics, benchmarking, security, and product improvement, provided such data does not identify Customer, any Authorized User, or any individual and is not disclosed in a manner that reveals Customer Data.
6.8 Data export and deletion. During the Subscription Term, Customer may export Customer Data using available features. Post-termination handling of Customer Data is governed by Section 14.6 and the DPA.
7.1 Nature of AI Output — probabilistic and may be inaccurate. Customer understands and agrees that the Services use generative and predictive artificial intelligence and machine-learning models. Output is generated probabilistically based on patterns in data and may be inaccurate, incomplete, outdated, biased, offensive, or otherwise inappropriate ("hallucinations"), and may not reflect the most current information. Identical or similar Inputs may produce different Outputs. HIBR does not warrant that Output is accurate, complete, reliable, fit for any particular purpose, or free of errors.
7.2 Mandatory human review. Customer is solely responsible for evaluating Output and must independently review, verify, and exercise human judgment before relying on, publishing, transmitting, or acting on any Output, particularly where Output may have legal, financial, reputational, safety, or similarly significant consequences. Customer must not represent Output as verified fact without such review. This requirement supports, and does not limit, any data subject's right under applicable data-protection law (including the UAE PDPL) not to be subject to a decision based solely on automated processing that produces legal or similarly significant effects.
7.3 No professional advice. The Services and Output do not constitute, and must not be relied upon as, legal, financial, tax, accounting, investment, medical, or other professional advice. Output (including from HIBR ERP, AI Lead Qualifier, Sales Chatbot, and Voice Agent) is provided for informational and productivity purposes only. Customer should obtain advice from a qualified professional before making decisions that depend on such matters. No fiduciary, advisory, or professional-client relationship is created by use of the Services.
7.4 Customer's use and configuration. Customer is responsible for how it configures, deploys, and uses the Services and Output, including the prompts, instructions, data sources, system messages, automations, and integrations it sets up. Customer is responsible for ensuring its use complies with applicable law (including consumer-protection, advertising, financial-promotion, employment, anti-discrimination, telemarketing, and AI-governance laws) and for any disclosures required when interacting with individuals via AI (e.g., disclosing that a chatbot or voice agent is automated, and obtaining call-recording/marketing consents).
7.5 Responsibility for end-users. Where Customer deploys a Service to interact with Customer's own customers, leads, employees, or other end-users (e.g., Sales Chatbot, Voice Agent, Social Content AI), Customer is responsible, as between Customer and HIBR, for those end-users, for the content Customer publishes or causes to be sent, and for handling end-user rights, complaints, consents, and disclosures. Customer will maintain its own terms and privacy notices for its end-users. HIBR has no direct relationship with, and no liability to, Customer's end-users.
7.6 Intellectual property in Inputs and Output.
7.7 Acceptable AI use. Customer must use the AI features in accordance with Section 5, the AUP, and any AI-provider acceptable-use policies passed through to Customer (including, where applicable, Anthropic's usage policies). Customer must not use the Services in any manner that would cause HIBR to breach its agreements with its AI Subprocessors.
8.1 Fees. Customer will pay all fees for the Services as set out in the applicable Order Form, plan, or pricing page ("Fees"). Unless stated otherwise, Fees are quoted in US Dollars (USD) and are based on the plan, seats, usage, or consumption (e.g., tokens, messages, minutes, or credits) selected by Customer.
8.2 Billing and payment. Fees are billed in advance on the billing cycle stated in the Order Form (e.g., monthly or annually), except usage-based or overage Fees, which are billed in arrears. Payment is processed through HIBR's third-party payment processor (Stripe); Customer authorises HIBR and its processor to charge the payment method on file for all Fees when due. For invoiced (enterprise) Customers, undisputed invoices are payable within 30 days of the invoice date.
8.3 Auto-renewal. Subscriptions automatically renew for successive periods equal to the prior Subscription Term unless either party gives notice of non-renewal at least 30 days before the end of the then-current term, or unless the Customer cancels through the account interface before the renewal date. Renewal Fees are at HIBR's then-current rates unless otherwise agreed. HIBR will use commercially reasonable efforts to notify Customer in advance of an auto-renewal where required by law.
8.4 Price changes. HIBR may change Fees effective upon renewal by giving notice at least 30 days before the end of the then-current Subscription Term. Price changes do not affect Fees during a prepaid term.
8.5 Taxes and VAT. Fees are exclusive of taxes. Customer is responsible for all applicable taxes, duties, and levies, including UAE Value Added Tax (VAT) at the prevailing rate (currently 5%), and any withholding or similar taxes, excluding taxes on HIBR's net income. Where VAT or any other tax applies, it will be added to invoices and payable by Customer. Where a reverse-charge mechanism or zero-rating applies (e.g., for exports of services to customers outside the UAE), the parties will treat the supply accordingly, and Customer will provide any information reasonably required to support the correct VAT treatment (e.g., place-of-supply and tax-residency details). Customers in other GCC states are responsible for any VAT or equivalent indirect tax due in their own jurisdiction (including under any reverse-charge mechanism). If Customer is required by law to withhold any tax, Customer will gross up the payment so that HIBR receives the full amount invoiced.
8.6 Late payment. Overdue amounts (other than amounts validly disputed in good faith) accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, from the due date until paid; where applicable law does not permit the charging of contractual interest, no interest accrues and HIBR's remedy for non-payment is suspension of the Services under Section 4.7. HIBR may suspend the Services for non-payment after giving 7 days notice.
8.7 Disputed charges. Customer must notify HIBR in writing of any good-faith dispute over an invoice within 15 days of the invoice date, with supporting detail. The parties will work in good faith to resolve disputes; undisputed amounts remain payable when due.
8.8 Refunds. Except as required by applicable mandatory law or expressly stated in an Order Form, all Fees are non-refundable and non-cancellable, and there are no refunds or credits for partial periods, unused capacity, or downgrades. Where HIBR terminates for HIBR's convenience under Section 14.3, or where mandatory law requires, HIBR will refund any prepaid Fees for the unused remainder of the then-current Subscription Term on a pro-rata basis.
9.1 HIBR IP. HIBR and its licensors own and retain all right, title, and interest in and to the Services, the Documentation, HIBR's software, models, model configurations, prompts, templates, workflows, user interfaces, and all related intellectual property, and all improvements, modifications, and derivative works thereof, including any feedback-derived improvements. Except for the limited rights expressly granted in Section 4.1, no rights are granted to Customer by implication, estoppel, or otherwise.
9.2 Customer IP. Customer and its licensors own and retain all right, title, and interest in and to Customer Data and Inputs, subject only to the licence in Section 6.1.
9.3 Output. Rights in Output are governed by Section 7.6.
9.4 Feedback. If Customer provides suggestions, ideas, or feedback about the Services ("Feedback"), Customer grants HIBR a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit the Feedback for any purpose without restriction or compensation. Feedback is provided voluntarily and is not Customer's Confidential Information.
9.5 Trademarks. Neither party may use the other's name, logo, or trademarks without prior written consent, except that HIBR may identify Customer as a customer (name and logo) in customer lists and on its website unless Customer opts out in writing; any other publicity (e.g., a case study) requires Customer's prior approval.
9.6 Third-party and open-source components. The Services may include third-party or open-source components subject to their own licences. Those licences govern such components to the extent of any conflict with these Terms regarding that component.
10.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Data and Inputs are Customer's Confidential Information. The Services, non-public Documentation, pricing, security information, and the terms of any non-standard Order Form are HIBR's Confidential Information.
10.2 Obligations. The Recipient will (a) use Confidential Information only to perform under, or exercise its rights under, the Agreement; (b) protect it using at least the same degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) not disclose it except to its employees, Affiliates, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as these. The Recipient is responsible for any breach by those recipients.
10.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) was rightfully known to the Recipient without confidentiality obligations before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the Discloser's Confidential Information.
10.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law or a competent authority, provided it (where legally permitted) gives prompt notice and reasonable cooperation so the Discloser may seek protective treatment.
10.5 Survival. Confidentiality obligations survive for 3 years after termination, except that obligations relating to trade secrets and to personal data survive for as long as the information remains a trade secret or as required by data-protection law.
11.1 Mutual warranties. Each party represents and warrants that it has the legal power and authority to enter into and perform these Terms.
11.2 HIBR limited warranty. HIBR warrants that, during the Subscription Term, the Services will perform materially in accordance with the applicable Documentation under normal use. Customer's exclusive remedy and HIBR's entire liability for breach of this warranty is for HIBR to use commercially reasonable efforts to correct the non-conformity and, if HIBR cannot do so within a reasonable time, to terminate the affected Service and refund prepaid Fees for the unused portion of the then-current term. This warranty does not apply to issues caused by misuse, Customer Data, Third-Party Services, Beta Features, or factors outside HIBR's reasonable control.
11.3 AI disclaimer. Without limiting Section 11.4, Customer acknowledges the disclaimers in Section 7. HIBR does not warrant the accuracy, completeness, reliability, suitability, originality, or non-infringement of any Output, and Customer assumes all responsibility and risk for its use of and reliance on Output.
11.4 "AS IS" disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 11, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DOCUMENTATION, AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS, AND HIBR AND ITS LICENSORS AND SUBPROCESSORS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. HIBR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT DATA WILL NOT BE LOST OR CORRUPTED.
11.5 No SLA unless agreed. Except where an SLA is expressly agreed in an Order Form, HIBR makes no uptime or availability commitment.
11.6 Mandatory-law carve-out. Nothing in this Section excludes or limits any warranty, condition, or right that cannot lawfully be excluded or limited under applicable mandatory law (including any non-waivable consumer-protection right of any in-scope consumer); in that case, HIBR's warranties are limited to the minimum extent permitted by that law.
12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR HIBR'S LICENSORS OR SUBPROCESSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO HIBR FOR THE AFFECTED SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. WHERE THE SERVICE WAS PROVIDED FREE OF CHARGE, HIBR'S TOTAL LIABILITY WILL NOT EXCEED USD 100.
12.3 Exceptions to the cap and exclusions. The limitations in Sections 12.1 and 12.2 do not apply to: (a) Customer's payment obligations under Section 8; (b) Customer's breach of Section 4.4 (Restrictions) or the AUP, or its misuse or infringement of HIBR's intellectual property; (c) either party's indemnification obligations under Section 13; (d) either party's breach of its confidentiality obligations under Section 10 (subject, for Customer Data and personal-data breaches, to any separate cap stated in the Order Form or DPA); (e) liability arising from a party's fraud, fraudulent misrepresentation, gross negligence, or wilful misconduct; and (f) any liability that cannot be excluded or limited under applicable mandatory law (including, where applicable, liability for death or personal injury caused by negligence, and any non-waivable consumer-protection liability).
12.4 Allocation of risk. Customer acknowledges that the Fees reflect the allocation of risk in these Terms and that these limitations are an essential basis of the bargain between the parties and would not be entered into without them.
12.5 Mandatory-law carve-out. Nothing in this Section limits or excludes liability to the extent such limitation or exclusion is not permitted by applicable mandatory law. If applicable law does not allow the exclusion or limitation of certain damages, the above limitations apply to the maximum extent permitted by that law.
13.1 Indemnification by HIBR. HIBR will defend Customer against any third-party claim alleging that Customer's authorised use of the Services (excluding Customer Data, Inputs, Output, Third-Party Services, Beta Features, and any use in breach of these Terms) infringes that third party's intellectual property rights, and will indemnify Customer against damages, costs, and reasonable legal fees finally awarded against, or agreed in settlement by, Customer in respect of such claim. If the Services become, or HIBR believes may become, subject to an infringement claim, HIBR may, at its option and expense: (a) procure the right for Customer to continue using the Service; (b) modify or replace it to make it non-infringing while materially preserving functionality; or (c) terminate the affected Service and refund prepaid Fees for the unused term. This Section states HIBR's entire liability and Customer's sole remedy for IP infringement by the Services.
13.2 HIBR exclusions. HIBR has no obligation under Section 13.1 to the extent a claim arises from (a) Customer Data, Inputs, or Output; (b) combination of the Services with products, data, or services not provided by HIBR; (c) modification of the Services other than by HIBR; (d) use of the Services in breach of these Terms or after notice to cease; or (e) Beta Features or free/no-charge Services.
13.3 Indemnification by Customer. Customer will defend HIBR, its Affiliates, and their respective personnel against any third-party claim arising out of or relating to (a) Customer Data, Inputs, or Customer's Output and its use, publication, or distribution; (b) Customer's or its Authorized Users' or end-users' use of the Services in breach of these Terms, the AUP, or applicable law; (c) Customer's products, services, or business, including its relationship with and communications to its end-users; or (d) Customer's infringement or misappropriation of any third-party right; and will indemnify HIBR against damages, costs, and reasonable legal fees finally awarded against, or agreed in settlement by, HIBR in respect of such claim.
13.4 Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defence and settlement (provided no settlement imposing a non-indemnified obligation or admission on the indemnified party may be made without its consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own cost.
14.1 Term. These Terms take effect on Customer's acceptance and continue until all Subscription Terms have expired or the Agreement is terminated as set out below.
14.2 Termination for convenience by Customer. Customer may stop using and cancel a subscription Service effective at the end of the then-current Subscription Term by following the cancellation process or giving notice per Section 8.3. Cancellation does not entitle Customer to a refund of prepaid Fees except as stated in Section 8.8.
14.3 Termination for convenience by HIBR. HIBR may terminate a Service or these Terms for convenience on 30 days prior notice. If HIBR does so other than for cause, HIBR will refund prepaid Fees for the unused remainder of the then-current Subscription Term on a pro-rata basis.
14.4 Termination for cause. Either party may terminate the Agreement immediately on notice if the other party (a) materially breaches the Agreement and fails to cure within 30 days of written notice (or, for breaches incapable of cure or breaches of Sections 4.4, 5, or 10, immediately); or (b) becomes insolvent, enters liquidation or administration, makes an assignment for the benefit of creditors, or ceases to carry on business.
14.5 Suspension. HIBR may suspend access under Section 4.7 or for non-payment under Section 8.6. Suspension is not termination, and Fees continue to accrue during suspension caused by Customer's breach or non-payment.
14.6 Effect of termination. On expiry or termination: (a) all licences and rights to use the Services granted to Customer cease and Customer must stop using the Services; (b) any amounts accrued or owed become immediately due; (c) for 30 days after termination, HIBR will (on request) make Customer Data available for export, after which HIBR may delete or anonymise Customer Data in the ordinary course and in accordance with the DPA and applicable law, except for backups and where retention is required by law; and (d) Customer's rights in Output already generated and delivered, as set out in Section 7.6, survive.
14.7 Survival. Sections 2, 4.4, 6.1–6.2, 6.6–6.7, 7, 8 (for amounts accrued), 9, 10, 11.3–11.6, 12, 13, 14.6–14.7, 16, 18, and 19, and any other provision that by its nature should survive, survive termination.
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action or sanctions, labour disputes, failures of telecommunications or internet providers, failures or material changes of upstream AI model providers or other Subprocessors, cyberattacks, or power failures (each a "Force Majeure Event"). The affected party will use reasonable efforts to mitigate and will resume performance as soon as practicable. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Service on notice, and HIBR will refund prepaid Fees for the unused term.
16.1 Governing law. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the United Arab Emirates as applied in the Emirate of Sharjah, without regard to conflict-of-laws rules. (HIBR e trade is licensed in Sharjah; UAE federal law governs the commercial and data-protection substance, with Sharjah as the relevant emirate.) The United Nations Convention on Contracts for the International Sale of Goods does not apply. HIBR contracts on UAE law as applied in Sharjah only, and does not submit to the law or courts of any other jurisdiction. Customer acknowledges that, regardless of the chosen governing law, the mandatory laws and public-policy rules of the jurisdiction in which Customer is established (including consumer-protection and data-protection rules) may apply to the extent they cannot lawfully be excluded — a limit that exists by operation of those laws, not by HIBR's agreement to them.
16.2 Good-faith resolution. Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute by escalating it to senior representatives of each party for 30 days after written notice of the dispute.
16.3 Forum — Sharjah Courts (exclusive). Any dispute not resolved under Section 16.2 will be subject to the exclusive jurisdiction of the competent courts of the Emirate of Sharjah, United Arab Emirates, and each party irrevocably submits to that jurisdiction. The language of proceedings is Arabic, with English translations provided as the court requires. HIBR does not require arbitration for its self-service and standard offerings: for the transaction sizes at which these Terms are accepted by click-through, court proceedings in Sharjah are the proportionate and accessible forum, and they sit in the same legal system as the governing law chosen in Section 16.1. Where a separate signed agreement with an enterprise Customer expressly provides for arbitration, that agreement governs the forum for disputes under it.
16.4 Interim relief. Notwithstanding Section 16.3, either party may seek interim, injunctive, or conservatory relief from any court of competent jurisdiction to protect its intellectual property or Confidential Information, or to enforce payment, without waiving the forum agreed in Section 16.3.
16.5 No class actions. To the extent permitted by applicable law, disputes will be resolved on an individual basis, and Customer waives any right to bring or participate in a class, collective, or representative action.
16.6 Limitation period. To the extent permitted by law, any claim arising out of or relating to the Agreement must be brought within one (1) year after the cause of action accrued, failing which it is permanently barred.
17.1 Right to update. HIBR may modify these Terms from time to time, for example to reflect changes in the Services, law, regulation, AI-provider terms, or business practices.
17.2 Notice. HIBR will post the updated Terms with a revised "Last updated" date and, for material changes, will provide reasonable advance notice (at least 30 days where practicable) by email to the account's administrative contact and/or by in-app notice, together with a summary of the changes.
17.3 Acceptance and re-acceptance. Material changes take effect at the end of the notice period. Customer's continued use of the Services after the effective date constitutes acceptance. Where required by law or where the change is material, HIBR may require Customer to re-accept the updated Terms (e.g., via a click-through) before continued use. If Customer does not agree to a material change, Customer's sole remedy is to stop using and cancel the affected Service before the change takes effect; for prepaid Services where a material change is materially adverse to Customer, Customer may terminate the affected Service and receive a pro-rata refund of prepaid Fees for the unused term.
17.4 Order Forms. Changes to these Terms do not alter the commercial terms of an active Order Form during its current term; they apply to that Order Form on its next renewal.
18.1 Notices to HIBR. Legal notices to HIBR must be in writing and sent to HIBR e trade (trading as Hibr AI), Sharjah, United Arab Emirates, with a copy to info@hibr.ai.
18.2 Notices to Customer. HIBR may give notices to Customer (a) by email to the address associated with the account or the administrative contact; (b) through the Services or account dashboard; or (c) by posting on its website. Customer is responsible for keeping its contact details current.
18.3 Deemed receipt. Notices are deemed received: if by email, on the day sent (absent a bounce-back), unless sent outside business hours, in which case the next business day; if posted in-app, when posted; if by courier, on confirmed delivery.
18.4 General contact. For general queries: info@hibr.ai. For privacy/data requests: info@hibr.ai. For security reports: info@hibr.ai.
19.1 Entire agreement. The Agreement (these Terms together with the documents incorporated by reference and any Order Form/SOW) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications, written or oral. Customer has not relied on any statement or representation not expressly set out in the Agreement (without limiting liability for fraud).
19.2 Assignment. Customer may not assign or transfer the Agreement or any rights under it, by operation of law or otherwise, without HIBR's prior written consent (not to be unreasonably withheld). HIBR may assign the Agreement to an Affiliate or in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets. Any prohibited assignment is void. The Agreement binds and benefits the parties' permitted successors and assigns.
19.3 Subcontracting. HIBR may use Affiliates and subcontractors (including Subprocessors) to perform its obligations but remains responsible for their performance.
19.4 Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable (or, if it cannot be, severed), and the remaining provisions remain in full force.
19.5 Waiver. No failure or delay in exercising any right is a waiver of it, and no waiver is effective unless in writing and signed by the waiving party. A waiver of one breach is not a waiver of any other.
19.6 No third-party beneficiaries. The Agreement is for the benefit of the parties only and confers no rights on any third party, except that HIBR's licensors and Subprocessors are intended beneficiaries of the disclaimers and liability limitations in Sections 11 and 12.
19.7 Relationship of the parties. The parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship.
19.8 Export and sanctions compliance. Each party will comply with applicable export-control, sanctions, and anti-bribery laws. Customer represents that it will not export, re-export, or use the Services in violation of such laws, or provide access to any sanctioned or restricted party.
19.9 Anti-corruption. Neither party has received or been offered any illegal or improper bribe, kickback, or other improper payment in connection with the Agreement, and each will comply with applicable anti-corruption laws.
19.10 Counterparts and electronic acceptance. The Agreement may be accepted electronically (including by click-through or electronic signature) and in counterparts, each of which is deemed an original and all of which together constitute one instrument. The parties consent to transacting electronically. The parties acknowledge that electronic records and electronic/digital signatures are legally valid and enforceable under the UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services and the equivalent electronic-transactions laws of the other GCC states (see the GCC Country-Specific Annex).
19.11 Language. These Terms are made in English. Any translation is for convenience only; in the event of conflict, the English version prevails to the extent permitted by applicable law.
> Informational only — not a choice of law. This annex summarises data-protection and
> commercial rules that may apply to Customers established elsewhere in the GCC, so that a
> Customer can assess its own obligations. It does not alter Section 16: these Terms are
> governed by the laws of the United Arab Emirates as applied in the Emirate of Sharjah, and
> disputes go to the Sharjah Courts. HIBR does not submit to the law or courts of any other
> jurisdiction, and nothing in this annex creates an obligation on HIBR under a foreign regime.
This Annex supplements the Terms for Customers established in, or whose relevant data subjects are located in, the following GCC states. Where a provision of this Annex conflicts with the body of these Terms in respect of a mandatory local-law point, this Annex controls for that Customer to the extent required by that mandatory law. This Annex is informational and does not waive any non-waivable statutory right. Citations marked **** are not independently confirmed and must be checked before reliance.
By clicking "I agree" (or a similar control), ticking the acceptance checkbox, executing an Order Form that references these Terms, creating an account, or accessing or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions, the Privacy Policy, the Acceptable Use Policy, and the Data Processing Agreement incorporated by reference, and you represent that you have the authority to bind the Customer entity on whose behalf you are acting. Your acceptance is recorded electronically (including the accepting user, timestamp, IP address, and version accepted) and constitutes a valid and binding electronic contract under the UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services and the equivalent laws of the other GCC states. Acceptance does not waive any statutory right that cannot be waived under applicable mandatory law. If you do not agree, do not click "I agree" and do not access or use the Services.
22.1 Scope and precedence. This Annex applies to the AI Outreach Agent package (SKU outreach-agent) and supplements Sections 4, 8, 9, 11, 12 and 13. Where this Annex conflicts with those Sections for this product, this Annex prevails. This product is a one-time licensed software package delivered to Customer for Customer to install and operate, not a subscription and not a managed service. Section 1.7 (supremacy of non-waivable and mandatory consumer rights) continues to apply in full.
22.2 Licence grant. On payment, Customer receives a perpetual, worldwide, non-exclusive, non-transferable licence to install, run, modify and self-host the delivered package for Customer's own business. HIBR retains all ownership of the underlying templates, code and know-how; this is a productized build and not an assignment of intellectual property. Customer may not resell, sublicense, redistribute or offer the package (or a derivative of it) as a product or service to third parties.
22.3 Customer is the sender and the data controller. Customer alone selects every recipient, supplies every contact and its provenance, and determines the content sent. Customer is the sender of all messages and the controller of all personal data used in its outreach, and warrants it has a lawful basis for contacting each recipient.
22.4 Self-hosted operation; HIBR does not process sending data. The package runs entirely within infrastructure Customer controls (Customer's own Google account and, where applicable, Customer's own server) using Customer's own third-party API key. HIBR does not host or operate the package, and does not receive Customer's prospect list, mailbox access, or API key.
22.5 Compliance features are an aid, not legal advice. The package includes automated pre-send checks (including recorded-source, jurisdiction, sender-identification, opt-out and volume checks) applying a fixed rule table shipped with the package. These checks are a safety aid only. They do not constitute legal advice, do not update themselves in response to changes in law, and HIBR does not warrant that Customer's sending is lawful. Customer remains solely responsible for its own regulatory compliance (including as applicable CAN-SPAM, GDPR and ePrivacy, PECR, CASL, UAE TDRA and PDPL, KSA PDPL, and equivalent regimes) and for retaining its own consent and opt-out evidence.
22.6 No outcome guarantees. The package is a tool, provided "as is". HIBR makes no guarantee of replies, meetings, deliverability, revenue or any other outcome, and no guarantee that any mailbox, domain, or platform provider will not restrict, suspend or terminate Customer's account. Outcomes depend on Customer's list, offer, sending configuration and market.
22.7 Third-party services and pass-through obligations. Operation of the package requires third-party services Customer contracts for directly (including Customer's email/workspace provider and Customer's AI API provider). Customer is responsible for complying with those providers' terms and acceptable-use policies and for all charges they levy. Suspension, restriction, price change or discontinuation by any such provider is not HIBR's responsibility and does not entitle Customer to a refund.
22.8 Acceptance, refunds and defect window. Delivery is complete when the package and its documentation are made available in Customer's portal. Acceptance occurs when Customer confirms installation (including confirming a successful dry-run), which HIBR records with a timestamp. A full refund is available before acceptance, or where a HIBR build gate never passes. After acceptance, the software has been delivered and a change-of-mind cash refund is not available. A granted refund revokes the licence, the install-support entitlement and any update channel, but HIBR cannot recall a copy already installed on Customer's own infrastructure. HIBR will remedy, for thirty (30) days from delivery, a failure of the delivered code to meet the tested specification shipped in the package's test report; this does not cover Customer configuration, third-party changes, deliverability outcomes, or new feature requests. This clause is subject to Section 1.7 and to any non-waivable statutory cancellation or withdrawal right.
22.9 Install support. The package includes thirty (30) days of written install support delivered through an AI assistant. The assistant provides guidance on installing, configuring and troubleshooting this package only. It is expressly not consulting, not deliverability consulting, and not legal or compliance advice. Customer performs all steps on Customer's own systems; the assistant has no access to Customer's accounts.
22.10 Data HIBR does hold for this product. HIBR holds (a) the build brief Customer submits at purchase (business details, value proposition, target description, and any sample messages Customer supplies) and (b) install-support conversation records, retained with automated redaction applied and with the submitting IP address. This content is processed using HIBR's AI subprocessor as disclosed in Section 6 and in HIBR's Privacy Policy, for the purposes of building the package, quality-checking the deliverables, and answering support requests.
22.11 Limitation of liability for this product. For this product HIBR's aggregate liability is limited to the one-time fee actually paid by Customer for the package, and the exclusions and disclaimers in Sections 11 and 12 apply. Customer indemnifies HIBR in respect of claims arising from Customer's sending, Customer's data, Customer's recipients, and Customer's compliance decisions.
22.12 Prohibited use (supplements Section 5). Customer must not use the package to: send to purchased, rented, scraped or otherwise unlawfully obtained contact lists; send where Customer has no lawful basis; harass, threaten or deceive recipients; misrepresent the sender's identity or affiliation; send from a domain or mailbox Customer does not control; or evade any opt-out, suppression or volume control shipped in the package.
End of Terms & Conditions.
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