Soirée Application Terms and Conditions

These Terms and Conditions of Use (“Terms and Conditions”) constitute the agreement between the user (“User”) of the Soirée Application (“App”) and govern the User’s use of the App as owned and made available by Optimal Hospitality Company for E-Marketing, a registered company in the Kingdom of Saudi Arabia with Commercial Registration No. 1010817514 (“Company”).

By using the Soiree App, the User accepts these Terms and Conditions and acknowledges and agrees to use the App in accordance with these Terms and Conditions, which the Company may update from time to time, as it deems necessary. It is the responsibility of the User to monitor any changes to these Terms and Conditions. If the User does not wish to be bound by the Terms and Conditions, the User should not download nor use the App.

1. Description of the Services

The App is an electronic platform that enables the User to: (i)place food-catering requests (i.e., set menus) from availablethird-party catering restaurants (“Catering Restaurants”) as displayed in the App; and (ii) request optional hospitality services as made available by the Catering Restaurant(collectively, the “Services”).

For the avoidance of doubt, Catering Restaurants are entitled to decide their working hours at their own discretion. As such, the Catering Restaurants displayed in the App may change according to the availability of the Catering Restaurant.

2. Registration and Terms of Use

Use of the App requires satisfying the conditions describedbelow:

a) In order to Use the App, the User must download and register in the App by having a compatible mobile device and Wi-Fi.

b) In all cases, the User must be competent and of the legal age of majority in the Kingdom of Saudi Arabia. By registering and using the App, the User warrants that the User is at least 18 years of age; if not, then the User warrants to be supervised by a parent or a legal guardian, as applicable. For the avoidance of doubt, the User shall assume responsibility for any liabilities related to age misrepresentation.

c) The User must not have been denied access nor blocked from using the App in the past.

d) The User’s use of the App shall be for personal, non-commercial purposes and compliant in all cases with the applicable laws and regulations in the Kingdom of Saudi Arabia.

3. Orders, Special Requests, Payments and Cancellations

3.1 Orders

3.1.1 The User must place catering orders in advance of the intended catering event as per the Catering Restaurant’s requirements.

3.1.2 In order to be rendered confirmed, orders placed through the App must be accepted by the Catering Restaurant.

3.1.3 Upon the Catering Restaurant’s acceptance of the order, the User will be notified of the same via a notice of confirmation displayed in the App.

3.1.4 If for any reason an ordered item becomesunavailable, a representative from the Catering Restaurant will immediately contact the User to inform them of the unavailability of the ordered item. In this case, the User shall be free to choose an equivalent replacement item or to be refunded the amount of the unavailable item in accordance with the Catering Restaurant’s applicable policies.

3.2 Special Requests

3.2.1 The User may request, through the App’s ‘special request’ icon, the Catering Restaurant to use the User’s serving plates. In this case, the Catering Restaurant may accept such a request at its own discretion. To the extent accepted by the Catering Restaurant, the Catering Restaurant’s use of the User’s serving plates shall be at the User’s sole risk and liability and the User hereby fully and irrevocably releases the Company from any liability that may arise out of the Catering Restaurant’s use of the User’s serving plates.

3.2.2 The User shall inform the Catering Restaurant, through the App’s ‘special request’ icon, of any dietary restrictions and/or allergies. The Company does not and cannot guarantee that foods prepared by Catering Restaurants are allergens free and the Userhereby fully and irrevocably release the Company from any liability that may arise out the User’s failureto inform the Catering Restaurant of any dietary restrictions and/or allergies.

3.3 Payments

3.3.1 The User shall be responsible for paying all fees resulting from placing orders through the App including without limitation the Catering Restaurant’s fee per ordered item, delivery charges and applicable VAT in the Kingdom of Saudi Arabia.

3.3.2 For the avoidance of doubt, all amounts must be paid in full and the User understands that all such amounts are non-refundable.

3.3.3 In all cases, the Company shall provide the User with an electronic invoice of the catering order placed by the User.

3.4 Cancellations

The User may cancel a placed catering request (without incurring any financial liability) if the Catering Restaurant has not started processing the User’s catering request. If and to the extent that the Catering Restaurant started with the processing of the User’s catering request, then the User may cancel the catering request while bearing all and any financial costs resulting from the catering order.Alternatively, the User may request changing the catering event’s date which would be at the Catering Restaurant sole discretion.

4. User Representations and Warranties

4.1 The User represents and warrants to use the App in accordance with these Terms and Conditions, for personal, non-commercial and legitimate purposes and in all cases in accordance with the applicable laws and regulations in the Kingdom of Saudi Arabia.

4.2 The User represents and warrants to comply with these Terms and Conditions and the Privacy Policy found at ([-])including any amendments thereto as the Company deems necessary.

4.3 In connection with registering and using the App, the User represents and warrants to: (i) provide accurate, current and complete information (including, for the avoidance of doubt, accurate, current and complete payment details and information); (ii) maintain the confidentiality of their account password as well as other information related to the security of their account; (iii) immediately update all details and information entered into the App (including without limitation all payment details and information) as necessary; (iv) be fully responsible for use of the account and for any actions that take place through the account; and (v) immediately notify the Company upon becoming aware of any unauthorized or illegal use or access to the User’s account.

4.4 The User represents and warrants to take all necessary steps to stay active on the App upon the placement of a catering order. Such steps include without limitation havingproper Wi-Fi connection and staying connected to the sameto enable the User to stay up-to-date on the progress of the catering order request as well as to receive optimal Services through the App.

4.5 The User represents and warrants to conduct themselves appropriately, avoiding misuse of the App, engaging in fraudulent activities, and/or any behavior that may have a negative impact on the Services or the experience of other users.

4.6 The User represents and warrants to be fully responsible for any violations, infringements or breaches of anyapplicable legal requirements including without limitation the public decency rules and regulations in the Kingdom of Saudi Arabia.

4.7 The User represents and warrants to comply with the requirements of Clause 3.2 of these Terms and Conditionsand to be fully responsible for any non-compliance.

4.8 The User represents and warrants not to copy, reproduce, modify, translate, extract, adapt or otherwise create any derivative work, enhancement or improvement, reverse engineer, decode or attempt to derive, view, access any Company Intellectual Property nor any source code used in the App (“Unauthorized Use”).

4.9 The User represents and warrants to be fully and irrevocably responsible for any breach of the representations and warranties contained in Clauses 4.1 – 4.8 of these Terms and Conditions. For purposes of this Clause 4.9, the User shall bear any and all financial costs that may be incurred as a result of the User’s breach of the representations and warranties stated in Clauses 4.1 – 4.8 of these Terms and Conditions, and the User shall defend, indemnify and hold the Company harmless from and against any and all claims (whether financial or otherwise)that may arise against the Company as a result of the User’sbreach of the representations and warranties stated in Clauses 4.1 – 4.8 of these Terms and Conditions.

5. Company Rights and Responsibilities

5.1 To the maximum extent permitted by law, and without prejudice to the User’s privacy as set out in the Privacy Policy found at ([-]), the Company shall be entitled, at its sole discretion, to keep and process the User’s personal data and information collected through the App until the User notifies the Company of the User’s intention to cancel the account created on the App. For purposes of this Clause 5.1, the User hereby consents to the Company’s processing of the User’s personal data in accordance with local law requirements.

5.2 To the maximum extent permitted by law, the Company shall be entitled to terminate these Terms and Conditions or to suspend the User’s access to or use of the App at any time, without or without notice, at its sole discretion.

5.3 To the maximum extent permitted by law, the Company shall be entitled to make improvements to or discontinueany aspect of the App, temporarily or permanently, at its sole discretion.

5.4 The Company shall be entitled to cause and permit directly or indirectly any change of its control, without or without notice, at its sole discretion. In this case, theCompany’s successor(s) shall be bound by the terms contained herein.

5.5 The Company shall be entitled to use third party service providers for the provision of some or all of the services contained herein.

5.6 The Company shall use reasonable efforts to protect the User’s information registered on the App. In all cases, the Company and shall not share the User’s information registered on the App with any third party except as required by applicable law.

6. Intellectual Property Rights

6.1 The App (including the Services provided and resulting therefrom), trademarks, logos, service marks, names, other distinct signs, images, photographs, content, text, graphics, software, user interface, information, design, compilation, source code(s) used in the App (“Company Intellectual Property”) are protected by copyright, patent, trademark, trade secrets and other applicable laws.

6.2 The Company and its licensors are the sole and exclusive owners of all Company Intellectual Property and the User does not and shall not acquire any right, title or interest to the Company Intellectual Property except for the limited rights set forth in these Terms and Conditions.

6.3 For the avoidance of doubt any and all data related to or derived from the App shall be the sole property of the Company and the User acknowledges and agree to the same.

7. Indemnity

The User agrees to indemnify and to hold the Company harmless from and against any claims, actions, demands, damages, liabilities, costs or expenses (including attorneys’ fees) that may be incurred by the Company arising out of or in connection with the User’s breach of the terms contained herein including without limitation any Unauthorized Use, applicable law requirements, misrepresentation made by the User, infringement of any third party right and/orinfringement of the Company Intellectual Property.

8. Limitation of Liability

The Company shall not be liable for any indirect, punitive, exemplary, incidental, special or consequential damages arising out of or relating to the App, these Terms and Conditions and any breach thereof, except for any wilful misconduct or negligence on part of the Company.

9. Termination

Without prejudice to any other clause contained in these Terms and Conditions, these Terms and Conditions shall terminate immediately and automatically without any notice if it is established that the User has violated any applicable laws and regulations and/or the provisions contained in these Terms and Conditions.

10. General

10.1 If the App malfunctions or if any other related technical support is required, in addition to contacting the Company’s through the designated icon in the App, the User may report the incident to the Company by telephone [-] or email at [-].

10.2 Should any provision of these Terms and Conditions be considered void or voidable under the laws of the Kingdom of Saudi Arabia, the said provision shall be severed or amended in such a manner as to render the remainder of the Terms and Conditions valid and enforceable.

10.3 The Terms and Conditions shall be contrasted and interpreted in accordance with the laws of the Kingdom of Saudi Arabia. In the event of any dispute arising out of these Terms and Conditions, the dispute shall be deferred to and resolved by the competent courts in the Kingdom of Saudi Arabia.