Terms of Service

1. Definitions

The following capitalised terms have the meanings set out below wherever used in these Terms:

• "Platform" – the Morning Report Dashboard software-as-a-service application, including all web interfaces, APIs, background services, databases, and documentation made available by the Platform Provider.
• "Platform Provider" – BoraFusion, the entity that owns, operates, and maintains the Platform.
• "Client" or "You" – the organisation, company, or individual that has subscribed to or been granted access to the Platform.
• "User" – any individual natural person who accesses the Platform under a Client account, including administrators, workers, and read-only users.
• "Client Data Provider" – the entity that produces and issues the Drilling Morning Report documents uploaded to the Platform. The Platform Provider has no affiliation with, control over, or contractual relationship with the Client Data Provider.
• "Morning Report" – the daily Drilling Morning Report PDF document uploaded by the Client, which constitutes the sole data source for the Platform's analytics and dashboards.
• "Parsed Data" – structured operational data extracted from Morning Report PDFs through automated parsing algorithms. Parsed Data is a best-effort digital representation of the source PDF and may contain inaccuracies.
• "Content" – all data, files, reports, text, and other materials uploaded, submitted, or generated by Users on the Platform.
• "Subscription" – the active paid or trial plan that governs a Client's access tier, feature set, and usage limits.
• "Tokens" – pre-purchased digital credits consumed when using AI-powered features of the Platform.
• "AI Features" – optional analytical capabilities powered by third-party large language models, including AI well-end report generation and NPT narrative analysis.
• "Benchmarking Outputs" – any analytics, comparative analysis, vendor assessments, operational rankings, market intelligence, or performance assessments generated using Client-uploaded data.
• "Effective Date" – 27 May 2026, or the date you first accepted these Terms, whichever is later.

2. Service Description & Scope

The Platform is a data processing and analytics visualisation service designed to assist drilling organisations in reviewing historical and current operational data derived from daily Morning Reports.

The Platform is an independent analytics and visualisation system. It is not affiliated with, endorsed by, sponsored by, approved by, or acting on behalf of any operator, national oil company, drilling contractor, oilfield service company, governmental authority, or regulatory body unless expressly stated in a separately executed written agreement.

The Platform:

• Ingests, parses, stores, and presents data from daily Drilling Morning Report PDF files submitted by the Client.
• Provides interactive analytics dashboards covering rig performance, Non-Productive Time (NPT), Lost Time (LT), well operations, and similar operational key performance indicators.
• Offers optional AI-assisted narrative generation for well-end summaries, benchmarking analysis, and operational intelligence.
• Provides subscription, token, and multi-user seat management for client organisations.
• Implements organisation-level role-based access control.

The Platform Provider reserves the right to modify, expand, restrict, or discontinue any feature or component of the Platform at any time, with reasonable notice where practicable, and without incurring any liability to the Client or its Users.

3. Data Source Dependency & Client Obligations

The Client expressly represents and warrants that it has obtained all necessary approvals, permissions, authorisations, contractual rights, and legal rights required to upload, process, analyse, store, visualise, benchmark, and use all Morning Reports and related operational data on the Platform. The Client further warrants that such upload and use does not violate any confidentiality obligation, non-disclosure agreement, operator restriction, contractual limitation, regulatory requirement, intellectual property right, or third-party right.

The Platform Provider and its Commercial Partners shall have no obligation or liability to verify, audit, validate, or investigate the Client's rights to use any uploaded data.

3.1 Source Data Dependency

• The Platform derives all operational data exclusively from the daily Drilling Morning Report PDF as provided by the Client Data Provider and uploaded by the Client. No alternative, supplementary, or independent data source is used or available.
• The Platform Provider has no contractual, operational, or legal relationship with the Client Data Provider. Changes to the Morning Report format, content, frequency, or availability by the Client Data Provider are entirely outside the Platform Provider's control.
• Should the Morning Report format change significantly, the Platform's automated parsing capabilities may produce inaccurate, incomplete, or erroneous Parsed Data until the parsing logic is updated. No timeline is guaranteed for such updates.
• Should the Client Data Provider cease to issue Morning Reports for any reason — including but not limited to organisational restructuring, policy change, or force majeure — the Platform cannot be maintained or updated, and the Platform Provider bears no liability whatsoever for the resulting loss of service utility.

3.2 Client Upload Obligations

• The Client is solely and exclusively responsible for uploading each daily Morning Report file on a timely basis. The Platform does not retrieve, fetch, collect, or receive reports from any external system or party automatically.
• The Client is responsible for ensuring that the Morning Reports uploaded are the correct, complete, and authentic files as issued by the Client Data Provider. Uploading incorrect, altered, partial, or fabricated reports is a material breach of these Terms.
• The Client acknowledges that the accuracy, completeness, and timeliness of all data presented on the Platform dashboards depends entirely on the accuracy, completeness, and timeliness of the Morning Reports uploaded. The Platform Provider provides no warranty as to the correctness of Parsed Data derived from uploaded files.
• The Client is responsible for maintaining its own backup copies of all Morning Report files independently of the Platform.

3.3 Parsing Accuracy Disclaimer

• PDF parsing is performed by automated algorithms on a best-effort basis. The structure and formatting of Morning Report PDFs may vary between reports, rigs, dates, or field types, which may cause parsing errors, omissions, or misclassification of data fields.
• The Client must independently verify all Parsed Data against the original source PDF before relying on it for any purpose. The Platform Provider is not liable for any loss, cost, or consequence arising from reliance on Parsed Data that contains errors or omissions.
• Reporting any suspected parsing inaccuracy to the Platform Provider does not create an obligation to correct such inaccuracy within any particular timeframe.

4. Eligibility & Account Registration

• Access to the Platform is by invitation or approved access request only. Public self-registration is not available.
• Each User must be at least 18 years of age and must be duly authorised by the subscribing Client organisation to access the Platform.
• By registering, you represent and warrant that all information provided during registration is accurate, current, and complete, and that you will maintain its accuracy throughout your use of the Platform.
• You are solely responsible for maintaining the confidentiality and security of your login credentials. You must not share your credentials with any other person or allow any other person to access the Platform using your credentials.
• You must notify your organisation's Platform administrator and the Platform Provider at Support@borafusion.com immediately upon becoming aware of any unauthorised access to or use of your account.
• The Platform Provider is not liable for any loss or damage arising from your failure to maintain the confidentiality of your credentials or from unauthorised access to your account where such access resulted from your own acts or omissions.
• One active session is permitted per User account. Signing in from a new device automatically revokes any prior active session.
• You must accept the current version of these Terms of Service and the Privacy Policy before accessing any Platform feature. Failure to accept will prevent access.
• The Platform Provider reserves the right to reject, suspend, or cancel any registration or account at its sole discretion without providing a reason.

5. Acceptable Use

As a condition of access to the Platform, the Client and its Users shall not:

• Publish, distribute, market, commercialise, or externally disclose Benchmarking Outputs, vendor comparisons, market intelligence, operational rankings, or Platform-derived analytics without implementing appropriate anonymisation and confidentiality controls and obtaining all required permissions and approvals.
• Use Platform-generated outputs in any public marketing, media publication, conference presentation, website publication, or promotional activity without prior written approval from the Platform Provider.
• Use any operator, national oil company, contractor, or third-party branding in connection with Platform outputs in any manner that implies endorsement, affiliation, sponsorship, or approval.
• Operate the Platform as a bureau service, commercial intelligence service, third-party analytics service, or subscription-based benchmarking service without prior written authorisation from the Platform Provider.
• Upload, submit, or transmit any content that is false, fabricated, misleading, or that misrepresents field operations or safety conditions.
• Attempt to circumvent, bypass, or disable any authentication mechanism, access control, rate limit, or session management feature of the Platform.
• Access, query, or attempt to access data belonging to any other Client organisation or User account other than your own.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of any part of the Platform.
• Use the Platform for any purpose that is unlawful, fraudulent, or in violation of applicable law, including the laws of the Kingdom of Saudi Arabia.
• Transmit or introduce viruses, malware, ransomware, trojans, worms, or any other malicious or harmful code through or in connection with the Platform.
• Conduct automated scraping, crawling, bulk downloading, stress testing, penetration testing, or load testing of the Platform without prior written approval from the Platform Provider.
• Use the Platform to store or transmit content that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any party.
• Sublicense, resell, assign, or transfer access to the Platform or any part thereof to a third party without the Platform Provider's prior written consent.
• Use the Platform to derive any competitive intelligence about the Platform Provider's technology or business.
• Frame, mirror, or embed the Platform interface within another website or application without prior written approval.
• Impersonate any person or entity or falsely represent your affiliation with any person or entity.
• Upload files other than authorised PDF drilling report formats, or upload files containing content unrelated to drilling operations.

The Platform Provider reserves the right, in its sole and absolute discretion, to investigate any suspected violation of these rules and to suspend or terminate any account involved, immediately and without prior notice. Violations may also be reported to relevant regulatory, law enforcement, or professional bodies.

The Client organisation is jointly responsible for the conduct of all its Users on the Platform and shall ensure that all Users are informed of and comply with these Terms.

6. Data Ownership & Processing

All Platform outputs — including Parsed Data, analytics dashboards, Benchmarking Outputs, and AI-generated content derived from uploaded Morning Reports — are intended strictly for internal business intelligence and operational review purposes within the subscribing Client organisation only.

The Client shall not publicly distribute, publish, market, commercialise, resell, externally disclose, or otherwise disseminate any Platform-derived outputs, Benchmarking Outputs, vendor comparisons, market intelligence, or operational analytics without implementing appropriate anonymisation, confidentiality, and data handling controls and obtaining all required third-party permissions and approvals. The Platform Provider and its Commercial Partners accept no liability arising from the Client's external sharing, publication, distribution, or commercial use of Platform outputs.

• You grant the Platform Provider a limited, non-exclusive, royalty-free licence to store, process, and display your Content solely to the extent necessary to provide the Platform services to you under these Terms. This licence terminates when your account is deleted or your Subscription ends.
• The Platform Provider acts as a data processor on behalf of the Client in respect of any personal data contained in uploaded Morning Reports, in accordance with the Privacy Policy.
• The Platform may generate Aggregated Analytics derived from uploaded data, provided such outputs do not identify any specific operator, contractor, field, rig, well, asset, or commercially sensitive activity unless expressly authorised by the relevant data owner. The Platform Provider retains the right to use anonymised and Aggregated Analytics for internal service improvement, system optimisation, and non-identifiable statistical analysis.
• You may export your Parsed Data and uploaded files at any time via Privacy Settings or the GET /api/user/export API endpoint. It is your responsibility to maintain independent copies of your data.
• Upon account deletion or contract termination, your Content will be anonymised or deleted within 30 days. You may request a final data export before deletion; requests must be received at least 7 days before the deletion date.
• Platform staff may access aggregate and anonymised usage statistics for the purposes of service improvement. Platform staff cannot read, access, or use the operational content of any Client's Morning Reports except where expressly requested by the Client for technical support purposes and only with the Client's written consent.
• Data is strictly and technically isolated per Client organisation. No User, administrator, or third party from any other Client organisation has any access — read or write — to another organisation's data, reports, or analytics. Cross-tenant data isolation is enforced at the database query level for every request.

7. Subscriptions, Tokens & Billing

• Access to certain Platform features requires an active paid Subscription. The features included in each plan are described on the Platform's pricing page, which may be updated from time to time.
• Tokens are pre-purchased digital credits consumed when AI features are invoked. All Token purchases are final and non-refundable once processed. Tokens have no cash value and cannot be transferred between accounts.
• Seat add-ons increase the maximum number of Users within a Client organisation. Seat purchases are non-refundable.
• All prices are quoted in USD. Billing is monthly or annual as selected at the time of purchase. Annual plans are non-refundable after the first 14 days from the billing date.
• The Platform Provider reserves the right to change Subscription pricing at any time. Existing Subscriptions will be honoured at the current price for the remainder of the current billing cycle. The Client will be notified of price changes at least 30 days in advance.
• Failure to pay any amounts due may result, at the Platform Provider's sole discretion, in plan downgrade, feature restriction, or full service suspension after a 14-day grace period from the due date. Reinstatement fees may apply.
• The Client is responsible for ensuring that valid payment information is maintained and that invoices are settled on time. The Platform Provider accepts no liability for any service interruption caused by payment failure.
• All sales are final. The Platform Provider does not offer refunds for partial-period Subscriptions, consumed Tokens, or unused seat add-ons, except where required by mandatory consumer protection legislation.
• The Platform Provider reserves the right to introduce, modify, or discontinue any Subscription plan or pricing tier at its sole discretion.

8. AI Features & Advisory Disclaimer

• AI features — including well-end report generation and NPT narrative analysis — are entirely optional and must be explicitly activated by the User per report.
• By invoking an AI feature, the User consents to the relevant structured drilling data being transmitted to the Platform Provider's third-party AI processing provider. Please review the Privacy Policy for details of data handling by that provider.
• Your data is never used to train AI models, neither by the Platform Provider nor by its AI provider under the applicable data processing agreement.
• The Platform Provider makes no warranty, express or implied, as to the accuracy, completeness, or fitness for purpose of any AI-generated content.
• The Client and its Users bear sole and full responsibility for independently reviewing, verifying, and validating all AI-generated content against the source data and by qualified personnel before using it for any operational, commercial, financial, safety, regulatory, or strategic purpose.
• The Platform Provider is not liable for any loss, cost, consequence, or damage — whether direct, indirect, or consequential — arising from any reliance on AI-generated reports or analyses, whether or not the AI output contained errors.
• The Client may disable AI processing globally for its organisation at any time via Privacy Settings.
• The Platform Provider reserves the right to modify, restrict, or discontinue AI features at any time without notice.

9. Intellectual Property

• The Platform, including its software, source code, architecture, algorithms, UI design, visual elements, trademarks, trade names, logos, and documentation, is the exclusive property of the Platform Provider or its licensors, and is protected by applicable intellectual property laws.
• Nothing in these Terms grants the Client or any User any licence, right, or interest in the Platform's technology beyond the limited right to access and use the service during an active Subscription.
• The Client retains all intellectual property rights in Content it uploads. The Platform Provider does not claim any rights over the Client's operational data or uploaded reports.
• The Client grants the Platform Provider a limited, non-exclusive, non-sublicensable, royalty-free licence to process, store, and display the Client's Content solely as necessary to deliver the Platform services during the Subscription term.
• Any feedback, suggestions, or improvement ideas submitted by the Client or its Users regarding the Platform may be freely used by the Platform Provider without obligation, compensation, or attribution.
• The Client must not use the Platform Provider's name, logo, or trademarks in any marketing, press release, or public communication without prior written consent.

10. Privacy & Data Protection

Your use of the Platform is governed by the Privacy Policy, which is incorporated into these Terms by reference and forms a binding part of the agreement between you and the Platform Provider. The Platform is designed to comply with:

• Saudi Personal Data Protection Law (PDPL) – Royal Decree M/19, 1443H and its implementing regulations.
• NCA Essential Cybersecurity Controls (ECC-1:2018).
• NCA Cloud Cybersecurity Controls (CCC).

You are responsible for ensuring that your use of the Platform and any personal data you submit complies with all applicable data protection laws in your jurisdiction. The Platform Provider's obligations as data processor are limited to those explicitly set out in the Privacy Policy.

11. Security Responsibilities

11.1 Client & User Responsibilities

The Client and each User are solely responsible for:

• Using a strong, unique password of at least 12 characters, including uppercase, lowercase, numeric, and special characters.
• Enabling Multi-Factor Authentication (MFA) on all User accounts — this is strongly recommended and may be mandated by the Platform Provider at any time.
• Immediately reporting any suspected security breach, compromised credential, or unauthorised account access to both the organisation's administrator and Support@borafusion.com.
• Ensuring that all devices used to access the Platform are protected by current operating system patches, anti-malware software, and appropriate network security controls.
• Ensuring that Users who leave the organisation or change roles have their access promptly revoked by the organisation administrator.
• Complying with all applicable cybersecurity and data protection obligations in their jurisdiction.

The Platform Provider is not liable for any security incident, data breach, or unauthorised access that arises from the Client's or User's failure to fulfil these responsibilities.

11.2 Platform Provider Security Obligations

• The Platform Provider will implement and maintain reasonable technical and organisational security measures appropriate to the nature of the data processed, as described in the Privacy Policy.
• In the event of a confirmed personal data breach affecting the Client's Users, the Platform Provider will notify the Client within 72 hours of becoming aware of the breach, to the extent required by the PDPL.
• The Platform Provider will not be liable for any breach or security incident caused or materially contributed to by the Client's or its Users' acts, omissions, or security failures.

12. Service Availability & Uptime

• The Platform Provider will use reasonable commercial efforts to maintain 99% average monthly uptime for the core Platform services, excluding scheduled maintenance windows and circumstances beyond the Platform Provider's reasonable control.
• Scheduled maintenance will be communicated via in-app notification with reasonable advance notice where practicable. Emergency maintenance may be performed without notice.
• The Platform is provided on an "as available" basis. The Platform Provider does not guarantee uninterrupted, error-free, or latency-free access at any time.
• Downtime caused by factors outside the Platform Provider's direct control — including but not limited to cloud infrastructure provider outages, internet backbone failures, DNS failures, distributed denial-of-service attacks, or third-party API failures — shall not be counted against any uptime commitment and shall not give rise to any compensation or liability.
• The Platform Provider reserves the right to suspend the Platform at any time for operational, security, legal, or business reasons without liability to the Client.
• Enterprise-specific SLA terms, if applicable, are set out in a separately executed enterprise contract. In the absence of such a contract, the commitments in this section constitute the entirety of the Platform Provider's service level obligations.
• The Client acknowledges that temporary unavailability of the Platform does not release the Client from its obligation to maintain its own copies of Morning Reports and operational data.

13. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

• THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
• THE PLATFORM PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) ANY WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (D) ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENCY OF ANY PARSED DATA, ANALYTICS, OR AI-GENERATED CONTENT.
• THE PLATFORM PROVIDER DOES NOT WARRANT THAT ANY ERRORS IN THE PLATFORM OR IN PARSED DATA WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
• ANY MATERIAL OR INFORMATION OBTAINED THROUGH THE USE OF THE PLATFORM IS ACCESSED AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM DOWNLOADING, USING, OR RELYING ON SUCH MATERIAL OR INFORMATION.
• NO ADVICE OR INFORMATION — WHETHER ORAL OR WRITTEN — OBTAINED BY THE CLIENT OR ANY USER FROM THE PLATFORM PROVIDER OR THROUGH THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS:

• THE PLATFORM PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF PRODUCTION, LOSS OF DATA, LOSS OF GOODWILL, RIG DOWNTIME COSTS, WELL INTERVENTION COSTS, OPERATIONAL DECISION LOSSES, BUSINESS INTERRUPTION, OR ANY OTHER INTANGIBLE LOSS, EVEN IF THE PLATFORM PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• THE PLATFORM PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM: (A) INACCURACIES IN PARSED DATA; (B) ERRORS OR OMISSIONS IN AI-GENERATED CONTENT; (C) THE CLIENT'S FAILURE TO UPLOAD MORNING REPORTS ON TIME OR AT ALL; (D) CHANGES TO THE MORNING REPORT FORMAT BY THE CLIENT DATA PROVIDER; (E) DISCONTINUATION OF MORNING REPORTS BY THE CLIENT DATA PROVIDER; (F) ENGINEERING OR OPERATIONAL DECISIONS MADE BY THE CLIENT BASED ON PLATFORM DATA; (G) UNAUTHORISED ACCESS TO THE CLIENT'S ACCOUNT ARISING FROM THE CLIENT'S OWN SECURITY FAILURES; (H) RELIANCE ON THE PLATFORM FOR ANY REGULATORY, COMPLIANCE, OR CERTIFICATION PURPOSE; (I) ANY CLAIM, DISPUTE, INVESTIGATION, OR REGULATORY ACTION ARISING FROM THE CLIENT'S UPLOAD, USE, BENCHMARKING, PUBLICATION, SHARING, OR COMMERCIALISATION OF OPERATIONAL DATA OR PLATFORM OUTPUTS; OR (J) ANY CLAIM BY AN OPERATOR, CONTRACTOR, SERVICE COMPANY, GOVERNMENTAL AUTHORITY, EMPLOYEE, OR THIRD PARTY RELATING TO CONFIDENTIALITY, OPERATIONAL INTELLIGENCE, VENDOR BENCHMARKING, MARKET ANALYSIS, OR COMPETITIVE INFORMATION DERIVED FROM CLIENT-UPLOADED DATA.
• THE PLATFORM PROVIDER'S TOTAL AGGREGATE LIABILITY TO THE CLIENT AND ALL ITS USERS FOR ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE — SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE PLATFORM PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD 5,000.
• THE PLATFORM PROVIDER SHALL NOT BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN SIX (6) MONTHS AFTER THE CLIENT BECAME AWARE, OR REASONABLY SHOULD HAVE BECOME AWARE, OF THE EVENTS GIVING RISE TO THE CLAIM.
• MULTIPLE CLAIMS SHALL NOT EXPAND THE AGGREGATE LIMITATION SET OUT ABOVE.
• NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE PLATFORM PROVIDER'S GROSS NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION, TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS NOT PERMITTED BY APPLICABLE LAW.

The Client acknowledges that the limitations of liability in this section reflect a fair and reasonable allocation of risk between the parties given the nature of the service, the fees charged, and the fact that the Platform is a data visualisation tool only.

15. Indemnification

The Client agrees to defend, indemnify, and hold harmless the Platform Provider and its officers, directors, employees, agents, licensors, Commercial Partners, and service providers from and against any and all claims, damages, judgments, awards, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Client's or any User's violation of these Terms or any applicable law or regulation.
• The Client's or any User's use or misuse of the Platform, including reliance on Parsed Data or AI-generated content for operational, engineering, financial, or safety decisions.
• The upload, use, processing, storage, analysis, benchmarking, publication, sharing, or distribution of operational data by the Client or its Users, including any lack of legal authority to use such data on the Platform.
• Any Content uploaded to the Platform by the Client or its Users, including any claim that such Content infringes the intellectual property rights, confidentiality obligations, contractual restrictions, or data protection rights of any third party.
• Any claim by the Client Data Provider or any other third party — including operators, contractors, service companies, or governmental authorities — arising from or related to the Client's use, benchmarking, sharing, or publication of Morning Report data or Platform outputs.
• The external sharing, publication, commercialisation, or dissemination of Benchmarking Outputs, comparative analysis, market intelligence, operational rankings, or any other Platform-derived analytics in violation of these Terms.
• The Client's failure to maintain adequate security over its User credentials or devices.
• Any dispute between the Client and any of its Users or employees.

The Platform Provider reserves the right, at its own expense, to assume exclusive control of the defence of any matter otherwise subject to indemnification by the Client. The Client agrees to cooperate fully with any such defence.

16. Force Majeure

The Platform Provider shall not be liable for any delay in or failure to perform any obligation under these Terms where such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, floods, fires, storms, or earthquakes.
• Acts of war, terrorism, insurrection, or civil unrest.
• Government orders, sanctions, embargoes, or regulatory interventions.
• Epidemics, pandemics, or public health emergencies.
• Failure or disruption of third-party cloud infrastructure, telecommunications networks, or internet services.
• Cyberattacks, distributed denial-of-service attacks, or other malicious interference by third parties.
• Labour disputes, strikes, or industrial action not involving the Platform Provider's own employees.
• Discontinuation, modification, or unavailability of the Morning Report by the Client Data Provider.

In the event of a force majeure event, the Platform Provider will notify the Client as soon as reasonably practicable and will use commercially reasonable efforts to resume normal service. If a force majeure event continues for more than 60 consecutive days, either party may terminate the Subscription on written notice, with a pro-rata refund of prepaid unused Subscription fees (but not Tokens) as the Client's sole remedy.

17. Third-Party Services

• The Platform integrates with third-party services including cloud infrastructure providers, AI model providers, and email delivery services. These integrations are necessary for the Platform to function.
• The Platform Provider is not responsible for the availability, accuracy, security, or performance of any third-party service. Outages, errors, pricing changes, or discontinuation of third-party services may affect Platform functionality without creating any liability for the Platform Provider.
• When the Client activates AI features, relevant structured data is transmitted to a third-party AI provider. The Client consents to this transmission by using those features. The Platform Provider will maintain a data processing agreement with the AI provider that prohibits use of Client data for model training.
• The Platform may contain links to third-party websites or resources. The Platform Provider does not endorse and is not responsible for the content, privacy practices, or services of any third-party website.
• The Client's use of any third-party service accessed through or in connection with the Platform is governed solely by the terms and conditions of that third-party service. The Platform Provider is not a party to those terms.

18. Termination & Suspension

18.1 Termination by Client

The Client may terminate its Subscription at the end of the current billing cycle by providing written notice to Support@borafusion.com at least 7 days before the next renewal date. Individual Users may request account deletion at any time via Privacy Settings. No refund is provided for early termination.

18.2 Suspension or Termination by Platform Provider

The Platform Provider may, at its sole discretion and without incurring any liability, immediately suspend or terminate access to the Platform if:

• The Client or any User breaches any provision of these Terms.
• The Client or any User engages in conduct that the Platform Provider reasonably believes endangers the security, integrity, or reputation of the Platform or other Clients.
• The Client's Subscription lapses and is not renewed within the applicable grace period.
• The Platform Provider is required to do so by applicable law, court order, or regulatory authority.
• The Platform Provider decides to discontinue the Platform or any part of it, with at least 30 days' notice where practicable.
• The Platform Provider has reasonable grounds to believe that the Client's use of the Platform, uploaded data, Benchmarking Outputs, or external distribution of Platform-generated analytics exposes the Platform Provider or its Commercial Partners to legal, regulatory, contractual, reputational, or commercial risk.

Suspension does not terminate the Client's payment obligations for the current billing period.

18.3 Effect of Termination

• Upon termination, all licences granted to the Client under these Terms immediately cease. All Users of the Client organisation will lose access to the Platform.
• The Client must immediately cease all use of the Platform and delete any locally cached Platform materials.
• The Client's Content will be anonymised or deleted within 30 days of the termination date. A final export may be requested at least 7 days before the deletion date.
• Sections 1 (Definitions), 6 (Data Ownership), 9 (IP), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 20 (General Provisions), and 21 (Governing Law) survive termination of these Terms.

19. Modifications to Terms

• The Platform Provider reserves the right to modify these Terms at any time. The Platform Provider will use reasonable efforts to notify Clients of material changes via in-app notification.
• When material changes are made, a new versioned Terms document will be published and all Users will be required to review and accept the updated Terms before continuing to use the Platform.
• Continued use of the Platform after acceptance of revised Terms constitutes binding agreement to the new Terms.
• Non-material changes (such as clarifications, corrections, formatting updates, or changes to contact information) may be made without notice and take effect immediately upon publication.
• The Client is responsible for reviewing these Terms periodically. The "Effective Date" and "Version" shown in the document header will indicate the most recent update.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any separately executed enterprise contract, constitute the entire agreement between the Client and the Platform Provider with respect to the Platform and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter herein.

20.2 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

20.3 No Waiver

The Platform Provider's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of the Platform Provider to be effective.

20.4 No Assignment

The Client may not assign, transfer, or sublicense any of its rights or obligations under these Terms without the prior written consent of the Platform Provider. The Platform Provider may freely assign these Terms and its obligations hereunder to any successor entity, affiliate, or acquirer.

20.5 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto. Nothing in these Terms, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature.

20.6 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, employment, agency, or franchise relationship between the Client and the Platform Provider. Each party is an independent contractor.

20.7 Language

These Terms are drafted in English. In the event of any conflict or inconsistency between the English version and any translation, the English version shall prevail.

21. Governing Law & Jurisdiction

Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the competent courts of the Kingdom of Saudi Arabia. The Client irrevocably submits to the personal jurisdiction of such courts and waives any objection to proceedings in such courts on the grounds of venue, inconvenient forum, or lack of jurisdiction.

The Platform Provider reserves the right, however, to seek injunctive or other equitable relief in any jurisdiction it deems appropriate to protect its intellectual property, confidential information, or technical systems.

22. Contact

• Support: Support@borafusion.com