SKYXOPS Local Terms Schedule: United Arab Emirates

This Local Terms Schedule applies when an Order Form names the SKYXOPS UAE entity below as the SKYXOPS contracting entity under Section 2.5 of the SKYXOPS Subscription Agreement (the “Terms”). It forms part of the Agreement and prevails over the Terms for the matters it covers. Under Section 2.2 of the Terms, the Order Form prevails over this Schedule for the Order Form’s own Fees, billing frequency, payment dates, currency, Subscription Term, plan, billing metric, renewal measurement and hosting region, and for any term that expressly identifies the section of this Schedule that it overrides. Capitalized terms not defined here have the meanings given in the Terms.

1. Contracting Entity

1.1 SKYXOPS UAE. For the Order Form, “SKYXOPS” means SKYXOPS L.L.C-FZ, a limited liability company licensed under the Meydan Free Zone regulations, Dubai, with licence number 2540019.01 and formation number 2540019, not yet registered for VAT (its tax registration number will be added once issued), and registered address at Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates (“SKYXOPS UAE”).

1.2 Who may use this Schedule. This Schedule is available to Customers established in the United Arab Emirates, meaning a Customer incorporated or licensed in the United Arab Emirates, on the mainland or in a free zone. Customers established in other member states of the Gulf Cooperation Council are not eligible and contract with SKYXOPS CORP. A Customer established in the United Arab Emirates may instead contract with SKYXOPS CORP. in USD under the Terms without this Schedule. SKYXOPS may decide whether SKYXOPS UAE or SKYXOPS CORP. contracts with a Customer.

1.3 Provision of the Service. SKYXOPS UAE resells the Service under a reseller arrangement with SKYXOPS CORP., which owns the Service and hosts and operates it as SKYXOPS UAE’s subcontractor. SKYXOPS UAE is solely responsible to Customer for SKYXOPS’s obligations under the Order Form. References to SKYXOPS CORP. as the provider of the Service or as a party in the SLA and Support Policy mean SKYXOPS UAE.

2. Fees, Currency and Payment

This Section 2 replaces, for the Order Form, the first sentence of Section 8.3 of the Terms (currency) and Section 8.8 of the Terms (tax cooperation). The rest of Section 8 of the Terms applies, including Section 8.7 (Taxes), the payment period in Section 8.2 of the Terms or any other period stated in the Order Form, and the rules in Section 8.3 of the Terms that Customer pays all bank, intermediary and currency conversion charges and that a payment is treated as received only when SKYXOPS UAE receives the full invoiced amount in cleared funds.

2.1 Currency. SKYXOPS sets its prices in US dollars. The Order Form states the Fees in UAE dirhams (AED), converted from the US dollar price at the reference rate last published by the Central Bank of the UAE on or before the quote date, rounded to the nearest 100. The exchange rate used for the Order Form is fixed for the Subscription Term, including for any change in Fees at an anniversary of a multi-year Subscription Term or under Sections 4.1, 4.3 or 4.6 of the Order Form, and Customer pays the Fees in AED. For each renewal Subscription Term, SKYXOPS UAE will convert the US dollar Fees at the reference rate last published on or before the date of the renewal notice under Section 13.2 of the Terms, and the renewal notice will state the AED Fees. The 7% limit in Section 8.9 of the Terms, and any lower limit stated in the Order Form for a multi-year Subscription Term, apply to the Rate Card in US dollars, not to the AED amounts. Thresholds and amounts stated in US dollars in the Terms or the Order Form, including the US\$50,000 blocks, the US\$2,000,000 Enterprise threshold and the upgrade fee, are measured in US dollars, and any of those amounts that is charged is converted to AED at the rate used for the Order Form or, after a renewal, for that renewal. Spend that a Cloud Provider bills to Customer in AED is converted to US dollars at the Central Bank of the UAE reference rate last published in each month measured.

2.2 Invoicing and payment. SKYXOPS UAE will issue an invoice in AED and, once it is registered for VAT, a tax invoice that meets UAE value added tax requirements, and an electronic invoice where UAE law requires it. Customer will pay each invoice in AED by bank transfer to the account stated on the invoice, within the period that applies under Section 8.2 of the Terms or the Order Form.

2.3 VAT. Fees exclude value added tax (VAT). SKYXOPS UAE will add VAT at the applicable rate (currently 5%) to its invoices from the effective date of its VAT registration. If that registration takes effect from a date earlier than the date it is granted, Customer will pay the VAT on Fees for supplies made on or after the effective date when SKYXOPS UAE issues a tax invoice for it. SKYXOPS UAE will bear any penalty for late registration. Customer will provide its TRN, if it has one.

2.4 Other taxes. Section 8.7 of the Terms applies to any other Taxes, except taxes on SKYXOPS UAE’s net income, property or employees.

2.5 Committed Fees. Under UAE law, the parties agree that the Fees that remain payable or become due under Sections 13.5 and 13.6 of the Terms are a genuine pre-estimate of the loss SKYXOPS UAE would suffer, reflecting the capacity reserved, the onboarding delivered and the pricing given in exchange for the committed Subscription Term, and are not a penalty.

3. Data Protection

3.1 Roles. For Customer Personal Data, SKYXOPS UAE is Customer’s processor and SKYXOPS CORP. is a Subprocessor of SKYXOPS UAE. The DPA applies with SKYXOPS UAE in place of SKYXOPS CORP. as the party, and references to SKYXOPS CORP. as the processor, the data importer or the signing party in the DPA, including Annex I and the countersignature block, mean SKYXOPS UAE.

3.2 Applicable law. The DPA applies to the extent required by the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data or, where Customer is established in the Dubai International Financial Centre (DIFC) or Abu Dhabi Global Market (ADGM), the data protection law of that free zone.

3.3 Transfers outside the UAE. Customer agrees that Customer Personal Data may be processed outside the UAE, including in the United States and India, as described in the DPA and subject to the transfer safeguards in Section 6 of the DPA, including Section 6.9 of the DPA for Customers established in the DIFC or ADGM.

4. Governing Law and Disputes

This Section 4 replaces Section 21 of the Terms for the Order Form.

4.1 Governing law. The Agreement is governed by the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates.

4.2 Arbitration. Any dispute arising out of or relating to the Agreement will be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, by a sole arbitrator. The seat of arbitration will be the Dubai International Financial Centre, and the language will be English.

4.3 Before arbitration. Section 21.5 of the Terms (informal resolution) applies before either party starts arbitration.

4.4 Court relief. Either party may seek interim relief from a competent court, including to protect its intellectual property or Confidential Information or to secure amounts claimed, and doing so is not a waiver of the agreement to arbitrate. Either party may bring a claim for an amount due under the Agreement that is not disputed in good faith in any competent court in the UAE.

5. Notices

Legal notices (as defined in Section 22.1 of the Terms) to SKYXOPS UAE must be sent to its registered address stated in Section 1.1, with a copy by email to legal@skyxops.com. Customer may give any other notice by email to legal@skyxops.com alone, as Section 22.1 of the Terms allows. SKYXOPS UAE may change its notice address by notice to Customer under Section 22.1 of the Terms.

6. Language and Electronic Execution

6.1 Language. The Agreement is made in English. If a court or authority requires an Arabic translation, the English version prevails between the parties to the extent permitted by law.

6.2 Electronic execution. The parties may sign the Agreement and Order Forms electronically, including by signing a PDF and exchanging it by email, as recognized under the UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services. A signed PDF sent from the business email address of a party’s signatory is that party’s original and binding signature, and neither party will dispute the validity or admissibility of the Agreement because it was signed or exchanged electronically.

7. Sections of the Terms Not Affected

All other provisions of the Terms apply unchanged, including Sections 15 (indemnification), 16 (limitation of liability) and 17 (export controls and sanctions) of the Terms. For Section 17.1 of the Terms, Sanctions Laws include those of the United Nations Security Council and of the United Arab Emirates, including the UAE local terrorist list, as they apply to SKYXOPS UAE. Amounts stated in US dollars in the Terms, such as liability limits, are converted to AED at the rate used for the Order Form or, after a renewal, for that renewal.