Zest Technologies DIFC Limited ("Zest DIFC", "we", "our", or "us") is a company established in the Dubai International Financial Centre (DIFC) with a registered office at Unit 502, Innovation One, Dubai International Financial Centre, Dubai, United Arab Emirates, and registered company number CL4831.
We operate this website, https://www.tarth.ai/ (the "Site"), and Tarth, an AI-assisted compliance platform and service accessible through the Site and its subdomains (including app.tarth.ai and links.tarth.ai) (together, the "Platform"). The purpose of the Platform is to provide digital infrastructure that enables our customers to run, automate, and record compliance workflows of and relating to the onboarding, verification, assessment, and monitoring of individuals and entities. Such workflows include, but are not limited to, identity verification, document collection and analysis, sanctions, politically exposed person ("PEP") and adverse media screening, source of wealth analysis, risk assessment, client classification, ongoing review, and the generation of compliance records and reports (each such workflow run on an individual or entity, a "Screening").
Please read this document (the "Tarth Terms") carefully. You should print off or save a local copy of these Tarth Terms for your records. The Tarth Terms form a legally binding agreement between you and us and set forth the terms and conditions by which you may access and use the Services. The "Services" consist of the access to and use of the Platform and the tools provided on the Platform, together with any applications, APIs, connectors, plug-ins, integrations, or interfaces that we make available from time to time in connection with the Platform. The Services are provided for business use by organisations and professionals; they are not consumer services.
For the purposes of these Tarth Terms, "you" and "your" means you as the user of the Services, whether as a Customer, an Authorized User, or a Subject (each as defined below; see Sections 3.2 and 9 below for further details).
A "Customer" is the party that subscribes to the Services and on whose behalf Screenings are run. A Customer may be an entity (for example, a firm, fund, corporate service provider, or other institution) or an individual acting in the course of their business or profession (for example, an independent compliance practitioner). An "Authorized User" is an individual (for example, a compliance officer, MLRO, analyst, or administrator) permitted by a Customer to access the Platform under its Account. A "Subject" is an individual or entity that is the subject of a Screening and that may be invited to complete parts of a Screening through the Platform (see Section 9 below).
These Tarth Terms establish and govern your relationship with Zest DIFC in respect of the Platform and the Services provided by Zest DIFC to you. The Platform and the Services are provided solely by Zest DIFC. These Tarth Terms do not govern any other product or service that may be provided by Zest DIFC or any of its affiliates under separate terms, and no affiliate of Zest DIFC provides any aspect of the Services or has any obligation to you under these Tarth Terms.
3.1 By accessing or using any of the Services, you acknowledge that you have read, understood, and agree to enter into and comply with these Tarth Terms and agree to comply with any applicable laws, regulations and rules of any government or regulatory authority. You acknowledge and agree that we will treat your access to or use of the Services as acceptance of the Tarth Terms from that point onwards. Your access to and use of the Services is also subject to our Privacy Policy, which is incorporated herein by reference. If at any point you do not agree with the Tarth Terms or the Privacy Policy, you should cease to use the Site and the Services.
3.2 If you are accessing or using the Services on behalf of a business or entity (including as an Authorized User of a Customer), then (a) "you" and "your" includes that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the business or entity to these Tarth Terms, and that you agree to these Tarth Terms on the business or entity's behalf, and (c) the business or entity is legally and financially responsible for your access to or use of the Services as well as for the access or use of its Account by others affiliated with the business or entity, including but not limited to any employees, agents or contractors.
3.3 If you and Zest DIFC have entered into a separate written agreement or ordering document for the Services (an "Order Form"), these Tarth Terms are incorporated into and form part of that agreement. In the event of any ambiguity or discrepancy between the provisions of these Tarth Terms and an Order Form, the provisions of the relevant Order Form shall prevail. Zest DIFC may also make available a data processing agreement (the "DPA") which, where entered into or otherwise incorporated, forms part of your agreement with us and governs the processing of personal data on your behalf (see Section 12 below).
4.1 We may amend these Tarth Terms from time to time in our sole discretion, for instance when we update the functionality of the Services, introduce new features or modules, or when there are regulatory or legislative changes. We will seek to inform all users of any material changes to these Tarth Terms, such as through a notice on our Site or a notification through the Platform, however, you should look at the Tarth Terms regularly to review the most up-to-date version. We will also update the "Last Updated" date at the top of these Tarth Terms. Your continued access to or use of any of the Services after the date of the new Tarth Terms constitutes your acceptance of the new Tarth Terms.
5.1 A Customer will need to create an account with Zest DIFC in order fully to access the Services (its "Account"). When you create this Account, you must provide to Zest DIFC accurate and up-to-date information. It is important that you keep your details and any other information you provide to us complete and up-to-date and that you process promptly any updates to such information. Your subscription plan may permit a set number of Authorized Users ("seats") and may permit the issuance of API tokens or similar programmatic credentials ("API Credentials").
5.2 It is important that you keep your Account password, and any API Credentials, confidential and that you do not disclose them to any third party. You agree that you are solely responsible for (a) taking all necessary safety precautions to protect your Account (including any passwords, passcodes, and API Credentials) and (b) initiating or accessing any functions on the Platform. If you know or suspect that any third party knows your password, holds your API Credentials, or has accessed your Account, you must promptly notify us at [email protected]. You agree that you are solely responsible (to us and to others) for any activity that occurs on your Account, including activity of your Authorized Users and activity initiated through your API Credentials. Unless and until Zest DIFC receives such notification from you, any actions initiated, requested or made from your Account will be considered authorized and made by you as the holder of the Account.
5.3 If in our reasonable opinion you have failed, or are reasonably likely to fail, to comply with any of the provisions of these Tarth Terms, we reserve the right to take all steps that we in our sole discretion believe are necessary or appropriate, without liability or prior notice and at any time. These steps include, but are not limited to, suspending, disabling or denying your access to or use of the Site, the Services or your Account, revoking Onboarding Links (as defined in Section 8.2 below), and suspending the running of Screenings. Zest DIFC may in particular suspend access to your Account without notice if: (a) we have reason to suspect fraud or that the security of the Account has otherwise been breached; (b) we are required to do so under applicable law; (c) amounts due under Section 10 remain unpaid; or (d) we have reason to suspect that the Account is being used in a way that is contrary to applicable law or these Tarth Terms.
5.4 You have the right to terminate your Account at any time and may do so by contacting us at [email protected] or through the cancellation mechanisms made available in the Platform. Upon receipt by us of a termination request from you, we will action such termination as soon as reasonably practical thereafter, effective in accordance with your subscription plan or Order Form. Upon termination of your Account for any reason, including but not limited to termination by (a) us pursuant to Section 5.3 above or (b) you in accordance with this Section 5.4:
5.5 The termination or expiry, in any way, of these Tarth Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry. You acknowledge that you are responsible for exporting and retaining any records (including Outputs, as defined in Section 8.5 below) that you are required to keep under your own legal and regulatory record-keeping obligations before the end of the export window described in Section 5.4(e).
6.1 Your access to the Site in order to use the Platform and the Services is subject to you:
6.2 You acknowledge that where you use the Services in connection with services provided to you by any other person, you have an obligation to comply with the terms governing those services in addition to these Tarth Terms. These Tarth Terms govern only the provision of the Services by Zest DIFC.
6.3 You represent and warrant to us that you:
6.4 You may not:
6.5 The Services are operated from the DIFC and may be accessed worldwide. You are responsible for ensuring that your access to and use of the Services is lawful in each jurisdiction from which you access them, and that your use of the Services (including the submission of Subject data from, or concerning Subjects in, any jurisdiction) complies with all laws applicable to you. You represent and warrant that: (a) you are not located in, organised under the laws of, or ordinarily resident in a country or territory that is subject to comprehensive sanctions or embargoes administered by the United Nations, the United States, the United Kingdom, the European Union, or the United Arab Emirates; (b) you are not a person designated on, and are not majority-owned or controlled by a person designated on, any applicable sanctions list; and (c) you will not access or use the Services in violation of any applicable export control or sanctions laws. We may restrict, suspend, or decline to provide the Services in any jurisdiction, or to any person, where we reasonably consider it necessary to comply with applicable law or to manage legal or regulatory risk.
You acknowledge and agree that:
8.1 The Platform enables a Customer to run Screenings on individuals (including but not limited to know-your-customer workflows) and on entities and their beneficial owners, directors, and related parties (including but not limited to know-your-business workflows). The scope of each Screening is determined by the configuration and template selected by the Customer at the time the Screening is initiated, and a snapshot of that configuration is applied to that Screening.
8.2 A Screening may be completed by the Customer directly, or the Customer may invite the Subject to complete parts of the Screening (such as identity verification, document upload, and form completion) through a secure link generated by the Platform (an "Onboarding Link"). Onboarding Links are time-limited, may be protected by a passcode, may be revoked by the Customer at any time, and permit the Subject to access only their own Screening. The Customer is responsible for issuing Onboarding Links only to the intended Subject and for the accuracy of the contact details used to deliver them.
8.3 The Platform uses artificial intelligence, including large language models, to assist in performing parts of a Screening, including but not limited to document classification and analysis, information extraction and pre-fill, adverse media analysis, source of wealth analysis, and the narration of findings (the "AI Features"). Findings presented by the Platform are designed to be accompanied by citations to their underlying sources so that they can be independently verified by you. Risk scores, risk bands, and escalations are computed deterministically from your selected configuration; artificial intelligence is used to classify and narrate, not to determine your risk scoring.
8.4 You acknowledge that outputs of the AI Features are generated by statistical models, may contain errors, omissions, or mischaracterisations, and are provided to assist — not substitute — review by a qualified professional. You must review Outputs, including cited sources, before relying on them or taking any decision in respect of a Subject. Zest DIFC does not warrant that any Output is accurate, complete, or up to date.
8.5 The Platform generates records and artifacts of Screenings, which may include customer risk assessment reports, customer acceptance forms, executive summaries, screening reports, audit trails, and archives of submitted documents (together, "Outputs"). Outputs are generated from the information available to the Platform at the time of generation. You are responsible for reviewing Outputs and for retaining them in accordance with your own record-keeping obligations.
8.6 Certain features of the Platform may be described as ongoing or continuous monitoring. Such features, where and to the extent made available and enabled for your Account or subscription plan, operate only on the data sources and at the intervals described in the applicable documentation, and do not constitute an assurance of detection of any change in a Subject's risk profile. Features identified in the Platform as beta, preview, pilot, early access, "coming soon" or similar are not part of the generally available Services: they are provided for evaluation on an "as-is" basis, may be modified or withdrawn at any time without notice, and are excluded from any commitments made in respect of the generally available Services.
8.7 Please note that the Platform is not intended to be used by advisors to users of the Services or by persons acting as intermediaries without our prior written agreement. Screenings will not be permitted, and may be terminated, where the identity of the relevant Account holder cannot be reconciled with the person purporting to operate the Account.
9.1 This Section 9 applies to you if you are a Subject accessing the Platform through an Onboarding Link. For clarity, a Subject is not a client or customer of Zest DIFC, and Zest DIFC provides no services to Subjects. The relationship between a Subject and the Customer that initiated the Screening, including the decision of whether and on what terms to onboard the Subject, is exclusively between the Subject and that Customer.
9.2 By accessing or using an Onboarding Link, you as a Subject acknowledge and agree that: (a) you will provide information and documents that are true, accurate, complete, and up to date, and that relate to you (or to the entity you are duly authorized to represent); (b) you will not impersonate any person, submit forged, altered, or tampered documents, or otherwise attempt to mislead the Platform or the Customer; (c) you will keep any passcode provided to you confidential and will not share your Onboarding Link with any other person; (d) your information will be processed by us on behalf of the Customer as described in the Privacy Policy and, where applicable, will be shared with third-party verification and screening providers for the purposes of the Screening; and (e) the provisions of Sections 6.4 (You may not), 14 (Indemnity), 15 (Content), 16 (Exclusion of Warranties), 17 (Limitation of Liability), and 18 (Other Terms) apply to your access to and use of the Platform.
9.3 If you are a Subject and you have questions about a Screening, wish to correct information you have submitted, or wish to exercise rights in respect of your personal data, you should contact the Customer that invited you. We will assist that Customer in responding to your request as described in the Privacy Policy.
10.1 Access to the Services is provided on a paid subscription basis. You agree to pay the fees applicable to your selected subscription plan, together with any usage-based fees, at the rates and allowances published on the Site (currently at https://www.tarth.ai/pricing) or as otherwise agreed in an Order Form (the "Fees"). In the event of any conflict between the published rates and an Order Form, the Order Form shall prevail.
10.2 Subscription plans include a periodic allowance of credits which are consumed when Screenings and related modules are run (each a "Subject Credit"). The rates at which Screenings and modules consume Subject Credits, the treatment of unused Subject Credits, and the rates for additional ("top-up") Subject Credits are as published on the Site or set out in your Order Form, and may be updated in accordance with Section 10.5. Unless expressly stated otherwise, Subject Credits have no monetary value, are not refundable, and may not be transferred.
10.3 If you purchase a recurring subscription, you authorize us (and our payment processors) to store your payment method and to charge it on a recurring basis for your subscription and any usage-based Fees, until you cancel in accordance with Section 5.4. Fees are exclusive of any taxes, duties, or levies, which you are responsible for paying, and are payable without set-off or deduction. Except where required by applicable law or expressly stated in these Tarth Terms or an Order Form, Fees are non-refundable and amounts paid are not refunded or credited for partial use, downgrades, or unused allowances.
10.4 We may offer a free or trial subscription (including the trial we describe as the "Pilot") at our discretion. Trial access may be limited in scope, duration, or allowances, may be modified or withdrawn at any time, and is provided "as-is" without any service commitments.
10.5 We may change the Fees, subscription plans, allowances, and credit consumption rates from time to time. Changes will be published on the Site or notified to you and will take effect from your next billing cycle commencing at least thirty (30) days after publication or notice, unless otherwise agreed in an Order Form (in which case the Order Form pricing applies for its committed term).
10.6 If any Fees remain unpaid when due, we may suspend or restrict your access to the Services (including the running of Screenings and the generation of Outputs) until all outstanding amounts are paid, without prejudice to our other rights and remedies.
10.7 Support is provided in accordance with your subscription plan as described on the Site. Service level or support response commitments are binding on us only where expressly set out in an Order Form.
11.1 The Platform interoperates with third-party providers in order to deliver parts of a Screening, including but not limited to identity verification and biometric verification providers, sanctions, PEP and adverse media screening providers, authentication providers, cloud infrastructure providers, and AI model providers (together, "Third-Party Providers"). The Third-Party Providers used by the Platform are identified in the Privacy Policy (as updated from time to time). You acknowledge that the availability and results of a Screening depend in part on the Third-Party Providers and on public and commercial data sources that we do not control, and that we are not responsible for the acts, omissions, or data of any Third-Party Provider.
11.2 Your subscription plan may permit you to connect your own accounts or credentials with certain Third-Party Providers (for example, your own screening provider account) to be used in your Screenings. Where you do so: (a) you are responsible for your own agreement with, and payment of, the relevant Third-Party Provider; (b) you represent that you are entitled to use those credentials with the Platform; (c) we will store such credentials encrypted and use them solely to provide the Services to you; and (d) your ability to run the affected parts of a Screening depends on the validity of those credentials and the availability of that provider.
11.3 Where the Services contain links to other sites and resources provided by third parties, these links are provided on an "as-is" basis. We have no control over the content of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
12.1 Each party shall comply with applicable data protection law in respect of its processing of personal data in connection with the Services, including, in the case of Zest DIFC, the DIFC Data Protection Law (DIFC Law No. 5 of 2020, as amended).
12.2 In respect of personal data of Subjects submitted to, or generated through, the Platform in connection with a Screening, the Customer acts as the data controller and Zest DIFC acts as a data processor acting on the Customer's instructions. Such processing is governed by the DPA (where entered into) and the Privacy Policy, including the retention, export, and deletion terms set out therein. The Customer is responsible for the lawfulness of the instructions it gives us, for providing all required notices to and obtaining all required consents from Subjects, and for responding to Subjects' data protection rights requests, in relation to which we will provide assistance as described in the Privacy Policy.
12.3 In respect of Account data of Customers and Authorized Users, Site visitor data, billing data, and support communications, Zest DIFC acts as a data controller and processes such personal data in accordance with the Privacy Policy.
12.4 We apply appropriate technical and organisational measures to protect personal data processed through the Platform, as described in the Privacy Policy and, where applicable, the DPA. We do not use Subject data to train generalised AI models outside of the specific verification and compliance tasks for which it was provided.
13.1 Each party may receive information relating to the other party in connection with these Tarth Terms that is marked as confidential or that, from its nature, content or the circumstances in which it is disclosed, might reasonably be understood to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the recipient; (b) was already known to the recipient without an obligation of confidentiality; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the recipient without use of the discloser's Confidential Information. Your User Content and the Outputs generated for you are your Confidential Information. The non-public elements of the Platform — including its software, methodologies, workflow and configuration designs, prompts, templates, pricing not published on the Site, and documentation — are our Confidential Information.
13.2 Each party shall: (a) hold the other party's Confidential Information in confidence, protecting it with no less than reasonable care; (b) use it only to exercise its rights and perform its obligations under these Tarth Terms; and (c) disclose it only to its employees, affiliates, professional advisors, and service providers who need to know it for that purpose and who are bound by confidentiality obligations at least as protective as those in this Section 13. Each party is responsible for any breach of this Section 13 by the persons to whom it discloses the other party's Confidential Information.
13.3 A party may disclose Confidential Information to the extent required by applicable law, by a court or arbitral tribunal, or by a regulator or other authority of competent jurisdiction, provided that (to the extent permitted by law) it gives the other party reasonable prior notice sufficient to allow the other party to seek a protective order or other remedy.
13.4 The obligations in this Section 13 apply during the term of these Tarth Terms and for five (5) years after termination, except in respect of Confidential Information that constitutes a trade secret, in which case they apply for as long as that information remains a trade secret. Upon termination and after the export window described in Section 5.4(e), each party shall, on request, destroy or return the other party's Confidential Information, save for copies retained under routine backup procedures or to comply with applicable law, which remain subject to this Section 13.
You agree to defend, indemnify, and hold harmless Zest DIFC, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses (including but not limited to attorneys' fees and expenses) arising out of (1) your misuse of or non-compliant access to the Site or Services, (2) infringement by you, or any third party using your Account or an Onboarding Link issued in respect of you, of any intellectual property or other right of any person or entity, (3) any claim by a Subject or other third party arising out of or in connection with your instructions, your Screening decisions, your breach of Section 6.3(f) or 6.3(g), or your failure to comply with applicable law (including applicable data protection, anti-money laundering, or sanctions law), or (4) information or documents you submit to the Platform. Zest DIFC reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Zest DIFC in asserting any available defences.
As between you and Zest DIFC, other than any User Content (as defined in Section 15.3 below):
(together, the "Service Content"), in each case are owned by or licensed to Zest DIFC. Use of the Service Content or materials on or relating to the Services for any purpose not expressly permitted by the Tarth Terms is strictly prohibited. The technical aspects of the Service Content vary between devices and are impacted by multiple factors, including but not limited to your available bandwidth and device capabilities. Not all Service Content is available in all formats.
Subject to your compliance with these Tarth Terms (and any Order Form, where relevant), we hereby grant to you a non-exclusive, limited, non-transferable, non-sublicensable, revocable licence to access and use the Services for your internal business purposes, and to access the Service Content through your use of the Services. We reserve all rights not expressly granted herein, including but not limited to all rights in and to the Services. You acknowledge and agree that we may terminate this licence at any time with or without cause and independently of these Tarth Terms.
You hereby grant to Zest DIFC a non-exclusive, worldwide, non-transferable, sublicensable (to the Third-Party Providers and other sub-processors used to provide the Services), royalty-free license to access and use the User Content for the purpose of providing, securing, supporting, and improving the Services (including evaluating and improving AI Features, as further described in Section 15.6), and complying with applicable law, including but not limited to any incidental reproduction, processing, and creation of derivative works in connection therewith. "User Content" shall be any information, data, passwords, usernames, PINs, other log-in information, contracts, documents, materials or other content which you (including, where you are a Customer, your Authorized Users and your Subjects) provide in connection with the Services. As between you and Zest DIFC, you retain ownership of your User Content, and the Outputs generated for you may be used by you for your internal compliance and record-keeping purposes. We do not use User Content to train generalised AI models, and we engage our AI model providers on terms under which they may not use User Content to train their models. If you are under any agreement or duty to restrict access to any User Content, it is important that you carefully avoid disclosing information to us that you are not entitled to disclose, and in the case of information that we must keep confidential, that you notify us so that we may take appropriate steps to do so. You acknowledge that we have no obligation to pre-screen, monitor, review or edit any content submitted to the Platform by you or by Subjects.
The Services are provided "as-is" on an "as available" basis without any representations or any kind of warranties whatsoever (whether express or implied by law). In particular we do not represent or warrant to you that: (i) your use of the Services will meet your requirements or satisfy any legal or regulatory obligation applicable to you; (ii) your use of the Services will be uninterrupted, timely, secure or free from errors, bugs, or viruses; (iii) any information, finding, score, classification, verification result, or other Output obtained by you as a result of your use of the Services will be accurate, complete, or reliable; or (iv) defects in the operation or functionality of the Services will be corrected.
The content on our Services is provided for general information only. It is not intended to amount to legal, regulatory, tax, or compliance advice on which you should rely. You should obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content available via the Services.
In using the Services and in taking any decision in respect of a Subject, you represent that you have been solely responsible for making your own independent professional evaluation of the Outputs and the underlying sources, and that you have sufficient knowledge, professional competence, and experience to make your own evaluation of the merits and risks of any such decision. We assume no fiduciary duty in our relations with you.
Subject to Section 17 below, under no circumstances will we be liable in any way for any Service Content or User Content, including but not limited to any loss or damage of any kind incurred in connection with the use of or exposure to any content posted, emailed, accessed, transmitted, or otherwise made available via the Services.
If you provide us with suggestions, ideas, enhancement requests, corrections, or other feedback relating to the Services ("Feedback"), we may freely use and incorporate such Feedback into our products and services without restriction, attribution, or obligation to you, provided that we do not use Feedback in a way that identifies you, your Authorized Users, or any Subject, or that discloses your Confidential Information. Feedback excludes User Content and Outputs.
We may collect and use data reflecting the access, interaction, and use of the Services — including feature usage, volumes, performance, and telemetry, together with statistical or other analyses derived from the foregoing ("Usage Data") — to develop, improve, support, secure, and operate the Services. We will not share Usage Data with any third party except in accordance with Section 13 (Confidentiality) or to the extent the Usage Data is aggregated and anonymised such that neither you, your Authorized Users, nor any Subject can be identified. Usage Data does not include User Content.
You further grant us permission to use information processed through the Platform (including personal data submitted in connection with Screenings) for: (a) developing and testing the Services and improving their capabilities for the detection and prevention of fraud, financial crime, and document tampering, including by means of artificial intelligence (such as machine learning models); (b) identifying, flagging, monitoring, and protecting against fraudulent, forged, or tampered documents, impersonation, misuse, and other patterns of suspicious activity across the Platform; (c) producing anonymised and aggregated statistics, benchmarks, and research; and (d) supporting, securing, and operating the Platform.
You further instruct and authorise us to access and process the contents of your Screenings — including, where reasonably necessary, personal data of Subjects on an identified basis — in order to: (a) provide support that you request; (b) investigate, reproduce, and remediate errors, anomalies, defects, or unexpected results in a Screening or an Output; (c) test and validate corrections, configuration changes, and improvements to the Services arising out of such investigations; and (d) protect the security and integrity of the Platform. Any such access is limited to personnel who reasonably require it for these purposes and is subject to Section 13 (Confidentiality). Nothing in this Section 15.6 permits the training of generalised AI models on User Content, as set out in Section 15.3.
We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Services, you agree not to use the Services to infringe any intellectual property rights. We reserve the right to take steps to remove User Content that is alleged to be infringing or otherwise illegal. We have no obligation to monitor or enforce any intellectual property rights that may be associated with User Content you provide to us, but we do have the right to enforce such rights through any means we see fit, including but not limited to bringing and controlling actions on your behalf.
If you believe that your copyrighted work has been copied without your authorization and is available on the Site or as part of the Services in a way that may constitute copyright infringement, or if you believe that any material on the Services violates these Tarth Terms or your intellectual property rights, please notify us as soon as possible by sending an email to [email protected]: (a) identifying the allegedly infringing material which you wish to be removed or have the access to which disabled, and information reasonably sufficient to permit us to locate the material; (b) identification of the copyrighted work claimed to have been infringed; (c) your contact information, including your name, postal address, telephone number, and an email address; (d) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; (e) a statement that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner; and (f) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.
NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING BUT NOT LIMITED TO ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THESE TARTH TERMS. WITHOUT LIMITING THE FOREGOING, ZEST DIFC DOES NOT WARRANT THAT ANY SCREENING, VERIFICATION RESULT, SCORE, CLASSIFICATION, OR OTHER OUTPUT IS ACCURATE, COMPLETE, OR UP TO DATE, THAT ANY SCREENING WILL IDENTIFY ALL RELEVANT INFORMATION CONCERNING A SUBJECT, OR THAT USE OF THE SERVICES WILL SATISFY ANY LEGAL OR REGULATORY OBLIGATION APPLICABLE TO YOU. WE MAY CHANGE, SUSPEND, BLOCK, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR SERVICES FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
NOTHING IN THESE TARTH TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO.
NOTHING IN THESE TARTH TERMS SHALL EXCLUDE OR LIMIT ANY LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS, AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS OR THE SERVICES, FOR:
OUR TOTAL AGGREGATE LIABILITY TO YOU, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE ARISING OUT OF, OR IN CONNECTION WITH, THESE TARTH TERMS, OR THE SERVICES, WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO US (IF ANY) DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST CLAIM MADE BY YOU UNDER THESE TERMS, UNLESS AND TO THE EXTENT OTHERWISE MANDATORILY REQUIRED BY APPLICABLE LAW.
THE SERVICES ARE PROVIDED FOR BUSINESS USE ONLY. YOU AGREE NOT TO USE THE SERVICES FOR ANY PERSONAL, FAMILY, OR HOUSEHOLD PURPOSE.
THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO TEXT-MESSAGING AND DATA CHARGES WHICH MAY ARISE THROUGH YOUR USE OF AUTHENTICATION AND LOGIN SERVICES PROVIDED BY OUR THIRD PARTY SERVICE PROVIDERS. IF YOU'RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICES.
These Tarth Terms, their subject matter and their formation, and any non-contractual rights or obligations arising out of or in connection with these Tarth Terms, are governed by and construed in accordance with the laws of England and Wales. Any dispute, controversy, difference or claim arising out of or relating to these Tarth Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Tarth Terms (each a "Dispute") shall first be subject to good faith discussion between the parties. In the event the parties are unable to resolve a Dispute, either party may refer the Dispute to and such Dispute shall be finally resolved by arbitration administered under the London Court of International Arbitration Rules ("LCIA Rules") in force when the Notice of Arbitration is submitted and which are incorporated by reference into these Tarth Terms. The seat of arbitration shall be the DIFC, Dubai, United Arab Emirates. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English. The language of the arbitration shall be English.
These Tarth Terms, together with the Privacy Policy, any Order Form, and (where applicable) the DPA, constitute the whole legal agreement between you and Zest DIFC and govern your use of the Services and completely replace any prior agreements between you and Zest DIFC in relation to the Services. You acknowledge, to the maximum extent permitted by applicable law, that in entering into this agreement you have not relied on any statement, representation, assurance or warranty other than as expressly set out in this agreement.
Neither party has entered into these Tarth Terms in reliance upon, nor shall either party have any claim or remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision made by or on behalf of the other party, any of its representatives or any other person which is not expressly set out in these Tarth Terms.
A failure or delay by a party to exercise any right or remedy provided under these Tarth Terms or by law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Tarth Terms or by law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.
A waiver of any right or remedy under these Tarth Terms shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
Save as set out in Section 4 above, no variation of these Tarth Terms shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
These Tarth Terms shall not be assignable by you without the express written consent of Zest DIFC. Zest DIFC may on thirty (30) days' prior written notice (which may be via email to the email address provided to Zest DIFC by you), assign its rights and/or obligations under these Tarth Terms to a third party selected by Zest DIFC, including by way of merger, consolidation or the acquisition of all or substantially all of Zest DIFC's business and assets relating to these Tarth Terms, provided that: (a) doing so shall not adversely affect your rights or obligations herein; and (b) the assignee is to Zest DIFC's reasonable satisfaction able to provide an equivalent level of service.
In the event of any failure or delay in the performance of our obligations resulting from acts or circumstances not reasonably within our control, including but not limited to acts or regulations of any governmental bodies or authorities, or the breakdown, failure or malfunction of any telecommunications, computer, or third-party service, except for our own systems, we shall have no liability for any loss or any opportunity lost as a result of such failure or delay.
You agree that we may identify you as a customer of Tarth and use your name and logo on the Site and in our marketing materials, provided that we do so accurately and in a manner that does not suggest your endorsement of any specific result or Output. You may opt out, or withdraw a previously given permission, at any time by emailing [email protected], and we will cease making new uses of your name and logo within a reasonable period thereafter.
These Tarth Terms are for the sole benefit of the parties hereto (and their permitted successors and assignees) and nothing in these Tarth Terms, whether express or implied, shall give or be construed to give any person (other than the parties and their permitted successors and assignees) any legal or equitable right, remedy or claim under or in respect of these Tarth Terms.
If and to the extent that any provision of these Tarth Terms is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in these Tarth Terms but without invalidating any of the remaining provisions of these Tarth Terms.
Please contact us at [email protected].
You acknowledge and understand that: