This Master Service Agreement shall constitute a binding contractual agreement between ModeLayer Technologies, Inc., and the subscriber of services ("Customer"). The Master Service Agreement shall include the Terms of Service (TOS), Acceptable Use Policy (AUP), the Service Level Agreement (SLA) and the Privacy Agreement (PA). Customer agrees to be bound to all agreements found herein.

Note: ModeLayer reserves the right to supplement and/or amend, at any time, the terms and conditions of its Master Service Agreement, including the TOS, AUP, SLA, and Privacy Agreement. ModeLayer will provide notice to its Customers through the Portal of any changes affecting cancellation, payment of fees, or the SLA. It is the Customer’s responsibility to review ModeLayer policies on a frequent basis to ensure compliance because the Master Service Agreement in place during your most current month applies, not the MSA which was in place when you registered. Changes requested by Customer to any of these agreements or to the Master Service Agreement must be agreed to in writing by ModeLayer.

Customer agrees to the following terms of service:

1. Term and Termination: Unless requesting Hourly Services as defined in paragraph 4 below, Customer agrees to a month to month contract term for services unless otherwise agreed to in writing. The month to month contract for services is automatically renewed each month in perpetuity subject to written cancellation by the Customer. Please carefully review ModeLayer cancellation policy set forth in Paragraph 9 below. ModeLayer may terminate this Agreement upon non-payment as set forth in paragraph 11 below. At its sole discretion, ModeLayer may terminate this Agreement if Customer violates any terms and conditions of ModeLayer's AUP.

2. Monthly Service Fees: Fees for service(s) ordered by the Customer shall begin on the date of the initial order and that date shall serve as the monthly anniversary date (“Anniversary Billing Date”) for all future billings including one time fees, upgrades, additional services, cancellations and service credits. If you do not pay the bill before the due date by 2 days , termination will done automatically in the same due date.

3. Upgrade Fees: Upgrades ordered on the Anniversary Billing Date will be billed for a full month service and will continue each month on the Anniversary Billing Date. Upgrades ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full monthly fees added to your existing Anniversary Billing Date.

4. Hourly Service Fees: For any services offered by modelayer.com.eg on an hourly basis (‘Hourly Services”), Customer shall specify the period of time for which the Hourly Services are requested, or cancel at any time. The minimum period of time for which Hourly Services may be requested is one hour and Customer will be billed in full hourly increments, and no breakdown by minutes shall be permitted. Unless otherwise specifically stated in the MSA, Customers who request Hourly Services agree to all terms and conditions in modelayer.com.eg's Master Service Agreement, including but not limited to these Terms of Service and the Acceptable Use Policy. Customers will be billed for Hourly Services and receive any Service Level credits, if applicable, on the Anniversary Billing Date (as set forth and defined in paragraph 2 above).

5. Additional Service Fees: Additional services, not including Hourly Services, ordered on the Anniversary Billing Date will be billed for the full month service and will continue each month on the Anniversary Billing Date. Additional services ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full monthly fees added to your existing Anniversary Billing Date.

6. One Time Fees: One time fees, such as setup fees, administrative fees, and late fees are due and payable at the time they are incurred, and/or agreed upon in writing or via ticket with modelayer.com.eg approval. One time fees, such as bandwidth overages and Storage overages are due and payable upon an invoice following the billing cycle in which they are incurred, and are based on standard rates, or as otherwise agreed upon in writing or via ticket with modelayer.com.eg approval.

7. Taxes: Customer is responsible for paying all foreign, federal, state, and local sales, use, value added, excise duty and any other taxes assessed with respect to any services, other than for taxes based on modelayer.com.eg’s net income.

8. Service Credits: Service credits will be issued to your Customer account and shall be used to offset future billable services. Service credits shall not be issued as cash back to the Customer nor shall the service credits be transferable to other account holders. Service credits shall expire if Customer's account is fully terminated.

9. Cancellation: Because cancellation is automated, ModeLayer requires a written cancellation notice via the customer portal, a minimum of 72 hours prior to (GMT+2) on the Anniversary Billing Date for discontinuance or downgrades of month to month services. Failure to supply the requisite 72 hour written notice of cancellation will result in a full billable monthly cycle prior to cancellation. Any server cancellation prior to the minimum deadline will remain online until the automated process reclaims your server on the Anniversary Billing Date. Notice of written cancellation is required through the online Customer portal located at http://modelayer.com.eg. All Customer data remaining after the cancellation date will be destroyed for security and privacy reasons, unless otherwise required by law. If you do not pay the bill before the due date by 48 hour , termination will done automatically in the same due date.

10. Refunds & Disputes: All services rendered by ModeLayer are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly service fees, upgrade fees, additional service fees, administrative fees, and late fees. Customers seeking to resolve billing errors are instructed to open an accounting ticket inside the Customer portal located at http://modelayer.com.eg. Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an additional charge of $150 and will be subject to collection by an authorized collection agency. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys' fees, court costs and collection agency fees) incurred by ModeLayer in enforcing collection.

11. Non-Payment: All payments are due in full on the Anniversary Billing Date. Failure to remit payment for services on the monthly anniversary date is a violation of the TOS. Failure to remit payment for tow (2) consecutive days, including the Anniversary Billing Date, shall result in a termination of public access to Customer services. A late fee of 5% will be incurred for failure to remit payment for services on or before the monthly Anniversary Billing Date. All Customer data remaining after One (1) day of non-payment will be destroyed for security and privacy reasons, unless otherwise required by law.

12. Data: ModeLayer agrees to use best efforts and commercially reasonable best practices when deploying services related to data integrity, backup, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, network attached storage, storage area networks, operating system installs, operating system reloads, customer portal information, and other situations involving customer data. Customer assumes ultimate responsibility for data integrity, retention, security, backup, and ownership. In the event that ModeLayer handles Customer data, i.e., when replacing hard drives, ModeLayer will act in accordance with PCI guidelines to ensure data is securely handled.

13. Identity Use: Customer agrees to use the ModeLayer logo, ModeLayer information, and related services in accordance with ModeLayer approved marketing guidelines. ModeLayer agrees not to use Customer logos without prior written consent of Customer.

14. Permitted Use: By accepting the Master Service Agreement, Customer agrees to use ModeLayer's services solely for their intended purposes. CUSTOMER SPECIFICALLY AGREES NOT TO TAMPER WITH, MAKE DERIVATIVE WORKS OF, REVERSE COMPILE, REVERSE ENGINEER AND/OR DISASSEMBLE ANY OF modelayer.com.eg'S SOFTWARE OR FILES. If Customer violates or exceeds the Permitted Use, ModeLayer reserves the right to immediately terminate Customer's account and will pursue any and all legal remedies available.

15. Laws: CUSTOMER AGREES TO ABIDE BY ALL LOCAL, STATE, AND FEDERAL LAWS PURSUANT TO SERVICES DELIVERED IN EGYPT, UNITED STATES OF AMERICA. THIS AGREEMENT IS MADE UNDER AND WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF EGYPT, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EXCLUSIVE VENUE AND JURISDICTION FOR ANY AND ALL LEGAL REMEDIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE EGYPT. EACH PARTY IRREVOCABLY CONSENTS TO THE FOREGOING JURISDICTION AND VENUE REQUIREMENTS AND WAIVES ANY AND ALL OBJECTIONS TO SUCH REQUIREMENTS.

16. Indemnification: CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS ModeLayer, ModeLayer AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, PUNITIVE DAMAGES, AMOUNTS IN INTEREST, EXPENSES AND DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS' FEES) BROUGHT BY A THIRD PARTY UNDER ANY THEORY OF LEGAL LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER'S CONTENT, ILLEGAL ACTIVITY AND/OR ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY'S COPYRIGHT, TRADE SECRET, PATENT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.

7. Limitation of Liability: EXCEPT AS DESCRIBED IN THE SLA, ModeLayer SHALL NOT BE LIABLE TO CUSTOMER FOR HARM CAUSED BY OR RELATED TO CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES UNLESS CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ModeLayer SHALL NOT BE LIABLE TO CUSTOMER FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MASTER SERVICE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF ModeLayer AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR HOSTING SERVICES FOR THE TWO MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.

18. Arbitration: Any controversy or claim arising from service or related to this Master Service Agreement or breach therein in excess of $500.00 shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The venue and jurisdiction requirements set forth above apply to any arbitration proceedings. The resulting judgment rendered by a licensed arbitrator may be entered in any court having valid jurisdiction.

19. Legal Compliance: By accepting this Master Service Agreement, Customer represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties. Customer further represents and warrants that he/she has full authority and power to execute this Agreement on behalf of the Company he/she represents, if any. Additionally, Customer warrants that he/she is at least 18 years of age or older and are not otherwise legally incapacitated to execute this Agreement.

20. Electronic Signature: Acceptance by Customer of the Master Service Agreement incorporating the Terms of Service, Acceptable Use Policy, Service Level Agreement and Privacy Agreement hereby initiates billable services and is deemed complete by agreement to the terms as described on the online signup form(s) and completion of the ordering process.

NOTE: If Customer downloads or uses any ModeLayer applications (“Licensed Application”) that run on the iPhone operating system (“OS”), the following terms apply and Customer must agree to and acknowledge these terms in addition to those contained in ModeLayer Master Service Agreement:

1. Acknowledgement: ModeLayer and Customer acknowledge that the Master Service Agreement (“MSA”), also commonly referred to as the End User License Agreement (“EULA”), is concluded between modelayer.com.eg and Customer only, and not with Apple Inc. (“Apple”), and ModeLayer, not Apple, is solely responsible for the Licensed Application and the content thereof. modelayer.com.eg's MSA requirements and usage rules for Licensed Applications are not less restrictive than the Usage Rules set forth for Licensed Applications in, and are not otherwise in conflict with, the App Store Terms of Service as of the Effective Date, which ModeLayer and Customer acknowledge having had the opportunity to review).

2. Scope of License: The license granted to Customer for the Licensed Application is limited to a non-transferable license to use the Licensed Application on any iPhone, iPod touch, iPad or other device using the iPhone OS that Customer owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service (http://www.apple.com/legal/itunes/appstore/dev/stdeula/).

3. Maintenance and Support: ModeLayer is solely responsible for providing any maintenance and support services with respect to the Licensed Application, as specified in the EULA, or as required under applicable law. ModeLayer and Customer acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

4. Warranty: ModeLayer is solely responsible for any product warranties, whether express or implied by law, to the extent not otherwise disclaimed. In the event of any failure of the Licensed Application to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the Licensed Application to Customer; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be ModeLayer sole responsibility.

5. Product Claims: ModeLayer and Customer acknowledge that ModeLayer, not Apple, is responsible for addressing any claims of Customer or any third party relating to the Licensed Application or Customer's possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. ModeLayer MSA does not limit its liability to Customer beyond what is permitted by applicable law.

6. Intellectual Property Rights: ModeLayer and Customer acknowledge that, in the event of any third party claim that the Licensed Application or Customer's possession and use of that Licensed Application infringes that third party's intellectual property rights, ModeLayer and/or Customer, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

7. Developer Name and Address: Any Customer questions, complaints or claims with respect to the Licensed Application should be directed to:

ModeLayer Technologies, Inc.
1 Elkafrawy st, New Damietta
Damietta
Phone: +2-057-240-1231
Email: contact@modelayer.com.eg

8. Third Party Beneficiary: modelayer.com.eg and Customer acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of the EULA, and that, upon Customer's acceptance of the terms and conditions of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against Customer as a third party beneficiary thereof.

Copyright Claims Pursuant to the Digital Millennium Copyright Act

Pursuant to Title II of the Digital Millennium Copyright Act, all claims of copyright infringement for material that is believed to be residing on ModeLayer's network or servers should be promptly sent in the form of written notice to the Designated Agent for DMCA Notices listed below:

Mr. Ahmed Alhtab - Designated Agent for DMCA Notices
ModeLayer Technologies, Inc.
1 Elkafrawy st, New Damietta
Damietta
Phone: +2-057-240-1231
Email: contact@modelayer.com.eg

How to Report A Claim of Infringement:

If you believe a ModeLayer client has posted material that infringes your copyright, a notification of a claimed copyright infringement must be provided via email or regular mail to ModeLayer and must include the following information (the list below comes substantially straight from the statute 17 U.S.C. Section 512(c)(3); if you do not understand the language please seek independent advice):

• A physical or electronic signature of the copyright owner, or a person authorized to act on behalf of the owner, of an exclusive copyright that has allegedly been infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit ModeLayer to locate the material.
• Information reasonably sufficient to permit ModeLayer to contact the Complaining Party, such as an address, telephone number, and, if available, an electronic mail address at which the Complaining Party may be contacted.
• A statement that the Complaining Party has 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.
• A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is the owner, or is authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

Failure to submit copyright infringement notification as described above will result in no legal notice or action on behalf of ModeLayer.

How to Make a Counter Notification:

If you are a ModeLayer client, i.e., subscriber, and you feel that material you have placed online that has been removed following an infringement complaint is in fact not an infringement, you may file a counter notification. 17 U.S.C. Section 512 (g)(3) requires that to be valid, the counter notification must be written and addressed to our agent (listed above) and must provide the following information (the list below comes straight from the statute; if you do not understand the language please seek independent advice):

• A physical or electronic signature of the subscriber.
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
• A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
• The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

ModeLayer is not required to respond to counter notifications that do not meet the requirements above.

Our designated agent will present your counter notification to the Complaining Party. Once your counter notification has been delivered, ModeLayer is allowed under the provisions of 17 U.S.C. Section 512 to restore the removed material in no less than 10, nor more than 14, business days, unless the Complaining Party notifies us that it has filed an action seeking a court order to restrain you, the subscriber, from engaging in infringing activity related to the material on ModeLayer's system or network.

Misrepresentations:

Any person who knowingly materially misrepresents under this section:

1. that material or activity is infringing, or
2. that material or activity was removed or disabled by mistake or misidentification

shall be liable for any damages, including costs and attorney's fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by ModeLayer, who is injured by such misrepresentation, as the result of ModeLayer relaying upon such misrepresentations in removing or ceasing to disable access to it.