ONE SERVICE.
ONE GOVERNING
STANDARD.

These Terms form a legally binding agreement between TFSF Ventures FZ-LLC ("TFSF", "Company", "we", "us") and the person or entity accessing or purchasing the Labarna Services ("Client", "User", "you"). TFSF is a Free Zone Limited Liability Company registered in Ras Al Khaimah Economic Zone under License No. 47013955.

"Labarna Services" means the services described in Clause 02. "SOW" means a Statement of Work, order form, proposal, service agreement, or other written scope accepted by both parties. "Client Data" means data, instructions, content, credentials, and materials supplied by or for Client. "Deliverables" means the work product expressly identified for delivery in an SOW. "Background Technology" means Labarna, its architecture, models, agents, protocols, software, methods, templates, libraries, orchestration, decision logic, know-how, and reusable components existing before or developed independently of a particular SOW.

If documents conflict, the following order controls: (1) a signed SOW or signed addendum, but only where it expressly overrides these Terms; (2) any data-processing addendum; (3) these Terms; and (4) non-binding proposals, website copy, or marketing materials. An SOW does not modify these Terms by implication.

Labarna is the service and product umbrella operated by TFSF Ventures FZ-LLC. References to Labarna include its current and future modules, products, systems, and solution families, including RAI, AISCO, the Labarna Builder Suite, Labarna OS, Protocol One, the Sovereign Protocol, REAP, SLPI, ADRE, autonomous and specialized agents, websites, portals, APIs, payment infrastructure, client-owned systems, and custom production deployments.

TFSF may provide software architecture, product design, AI and agent infrastructure, automation, APIs, integrations, user interfaces, data systems, deployment support, technical documentation, and other services stated in an SOW. Labarna is not a separate legal entity and does not replace TFSF as the contracting party.

TFSF acts as an independent software and technology contractor. Nothing creates a partnership, joint venture, fiduciary relationship, employment relationship, commercial agency, franchise, or authority for either party to bind the other. No equity, revenue share, co-ownership, or continuing operational role exists unless a signed SOW expressly states otherwise.

TFSF does not provide legal, tax, medical, accounting, investment, brokerage, securities, regulatory, or other licensed professional advice. Technical observations, AI outputs, scores, models, research, dashboards, and system recommendations are general-purpose information and must be independently reviewed by qualified professionals where appropriate.

Each commissioned engagement is governed by an SOW defining scope, assumptions, dependencies, milestones, fees, Client responsibilities, acceptance criteria, ownership treatment, support, and any service levels. Dates, estimates, prototypes, demonstrations, and projections outside an SOW are non-binding.

• Client will provide timely, accurate instructions, decisions, access, content, test data, approvals, and qualified personnel.
• Changes to scope, integrations, specifications, compliance requirements, or dependencies require written change control and may change fees or timing.
• Client must test Deliverables and give specific written notice of any material non-conformity within the acceptance period stated in the SOW, or within ten business days if the SOW is silent.
• A Deliverable is accepted on written approval, production use, commercial use, failure to give timely notice, or payment of the corresponding final milestone, whichever occurs first.
• Support, hosting, monitoring, maintenance, model usage, third-party fees, and post-handover work are excluded unless expressly included in an active SOW.

Fees, currency, deposits, milestones, usage charges, and expenses are set by the SOW. Unless the SOW states otherwise, invoices are due within fifteen days, amounts are non-cancellable and non-refundable once work or reserved capacity begins, and Client bears applicable VAT, withholding, bank, network, cloud, model, and third-party charges.

Client must dispute an invoice in reasonable detail within seven days of receipt and pay undisputed amounts when due. TFSF may pause work, access, releases, credentials, infrastructure, or Deliverables for non-payment, security risk, unlawful use, Client delay, or material breach. Suspension does not waive payment obligations or extend committed delivery dates caused by Client delay.

Client retains ownership of Client Data and Client Materials. TFSF retains all rights in Labarna, Background Technology, generic know-how, system architecture, agents, protocols, engines, orchestration, prompts, methods, templates, reusable code, development tooling, and improvements that do not disclose Client Confidential Information.

Ownership of commissioned Deliverables is determined only by the SOW. If an SOW expressly assigns custom Deliverables to Client, assignment occurs only after full cleared payment and excludes Background Technology and third-party materials. To the extent Background Technology is embedded in a paid Deliverable, TFSF grants Client a non-exclusive, perpetual, worldwide license to use that embedded technology solely as necessary to use the Deliverable for Client's internal business, unless the SOW grants broader rights.

Client may not reverse engineer, extract, replicate, benchmark for a competing product, remove proprietary notices from, sublicense, resell, or use Labarna or its outputs to train a competing model except where a signed SOW expressly permits it or applicable law prohibits the restriction.

Each party will protect the other party's non-public business, technical, security, financial, product, and personal information using at least reasonable care and will use it only to perform or receive the Labarna Services. Confidential Information excludes information independently developed, lawfully received without duty, publicly available without breach, or approved for release in writing.

Disclosure is limited to personnel, professional advisers, and approved subcontractors with a need to know and equivalent duties, or as legally required after prompt notice where lawful. On request or termination, each party will return or securely delete the other's Confidential Information, subject to legal retention, security backups, audit evidence, and active dispute preservation.

Trade-secret obligations survive for as long as the information remains a trade secret. Other confidentiality obligations survive for seven years after disclosure or the longer period stated in an SOW.

Each party will comply with data-protection law applicable to its role, including the UAE Personal Data Protection Law where applicable. Client is responsible for the legality, accuracy, permissions, notices, and lawful basis for Client Data and for issuing documented processing instructions. TFSF processes Client Data to deliver, secure, support, and improve the contracted service and as otherwise permitted by law and the SOW.

• Client Data will not be used to train a third-party foundation model without Client's express written consent.
• Access is restricted by role and operational need; production access for support is logged and time-limited where technically available.
• TFSF may use aggregated or de-identified telemetry that cannot reasonably identify Client or an individual to secure, measure, and improve Labarna.
• Client is responsible for its accounts, credentials, end users, deployment configuration, retention choices, connected systems, and backups unless an SOW assigns a specific duty to TFSF.
• International processing and subprocessors may be used where lawful safeguards are in place and operationally required.

No system is immune from security risk. Each party will notify the other without undue delay of a confirmed incident materially affecting Client Data and will cooperate on legally required response steps.

Labarna combines TFSF-owned orchestration, decision logic, agents, controls, data classification, integrations, and validation systems with licensed third-party models and infrastructure. Third-party components remain owned by their licensors; Labarna's composite architecture and proprietary layers remain TFSF Background Technology.

TFSF applies a risk-based governance standard proportionate to the system and SOW:

References to ISO, NIST, UAE AI principles, or other frameworks describe design objectives unless an express written statement confirms certification or third-party audit.

AI and autonomous-agent outputs are probabilistic. They may be incomplete, inaccurate, outdated, non-unique, or unsuitable for a particular purpose. Client must apply qualified human review before relying on outputs for legal, financial, regulatory, medical, safety-critical, employment, credit, eligibility, or other consequential decisions.

Client controls the objectives, permissions, connected systems, approval thresholds, and use of outputs. Unless an SOW assigns TFSF an operational role, Client is the deployer and decision-maker responsible for actions taken by its users, systems, or agents. TFSF does not guarantee that any output will produce revenue, ranking, discoverability, funding, regulatory approval, cost savings, or a particular commercial result.

Where configured and legally required, users may request information about a materially consequential automated outcome, request human review, and contest or correct relevant inputs. Requests must be sent to the legal contact in Clause 21.

Client will use Labarna lawfully, within documented permissions, and only for authorized purposes. Client will not:

• use Labarna to violate law, sanctions, export controls, privacy rights, intellectual-property rights, contractual duties, or third-party platform terms;
• introduce malware, exploit vulnerabilities, evade limits, probe another tenant, interfere with service integrity, or obtain unauthorized access;
• generate or facilitate fraud, deception, impersonation, unlawful surveillance, discriminatory targeting, market manipulation, weapons activity, exploitation, or other harmful conduct;
• submit personal, confidential, regulated, biometric, health, payment, or children's data unless authorized by the SOW and supported by a lawful basis and appropriate safeguards;
• misrepresent an AI output as a verified fact, professional opinion, regulatory approval, or statement made by TFSF; or
• use TFSF's or Labarna's name to imply endorsement, partnership, fundraising support, investment approval, or regulatory status without prior written authorization.

Client will maintain accurate onboarding and beneficial-ownership information, promptly report suspected misuse or compromise, and cooperate with reasonable security and compliance checks.

TFSF supplies technology and software. It does not act as a bank, payment service provider, custodian, broker-dealer, investment adviser, fund manager, exchange, transfer agent, insurer, law firm, accounting firm, healthcare provider, or regulated financial intermediary unless an SOW expressly identifies a separately licensed service.

TFSF does not raise capital for Client, solicit investors, receive investor funds, execute investment transactions, recommend securities, guarantee funding, conduct token sales, or perform Client's due diligence. Any introduction or connection feature is a neutral technology function; users independently communicate, investigate, negotiate, and transact.

Where Labarna technology is used with payments, digital assets, autonomous commerce, tokens, escrow logic, disputes, reconciliation, or other regulated-adjacent workflows, Client is solely responsible for obtaining licenses, legal advice, approvals, disclosures, KYC/AML controls, sanctions screening, consumer protections, tax treatment, and operational compliance applicable to Client's activity. Technical functionality is not regulatory authorization.

Labarna may interoperate with model providers, cloud platforms, payment networks, data sources, APIs, open-source software, and other third-party services. Their terms, availability, policies, rates, and technical behavior are controlled by those third parties and may change.

Unless expressly included in an SOW, TFSF is not responsible for third-party outages, changes, data, outputs, security, suspensions, pricing, or acts. Client authorizes the integrations it selects and is responsible for maintaining required third-party accounts and permissions. TFSF may replace a dependency with a reasonably equivalent component to preserve security, legality, or service continuity.

TFSF warrants that it has authority to enter the applicable agreement and will perform contracted professional services with reasonable skill and care. For a material breach of that warranty reported during the acceptance period, TFSF's first obligation is to re-perform the affected service or correct the material non-conformity where reasonably possible.

Except for an express warranty in a signed SOW, Labarna, Deliverables, AI outputs, beta features, prototypes, and third-party components are provided "as is" and "as available." To the maximum extent permitted by law, TFSF disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, accuracy, compatibility, and results. No statement creates a warranty unless included in a signed SOW.

To the maximum extent permitted by applicable law, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profit, revenue, business, opportunity, goodwill, anticipated savings, or data; or the cost of substitute services, even if advised of the possibility.

TFSF's total aggregate liability arising from an SOW or the Labarna Services will not exceed the fees actually paid to TFSF under the affected SOW during the twelve months immediately preceding the event giving rise to the claim. For free services or website access without an SOW, TFSF's aggregate liability is limited to AED 1,000.

The exclusions and cap do not apply to liability that cannot lawfully be excluded or limited, or to a party's fraud or wilful misconduct. Multiple claims do not increase the cap. The parties agree that fees reflect this allocation of risk.

Client will defend, indemnify, and hold harmless TFSF, its affiliates, personnel, and subcontractors from third-party claims, investigations, fines, losses, and reasonable legal costs arising from Client Data; Client's products, users, operations, marketing, regulated activity, or business model; Client's breach of these Terms or an SOW; unlawful or unauthorized use of Labarna; or an allegation that Client Materials infringe third-party rights.

TFSF will give prompt notice where practicable and reasonable cooperation at Client's expense. Client may control the defense, but may not admit fault by TFSF, impose non-monetary obligations on TFSF, or settle without TFSF's written consent.

These Terms continue while you access Labarna or an SOW remains active. Either party may terminate an SOW for uncured material breach after written notice and a fifteen-day cure period, unless the breach is incapable of cure. TFSF may suspend or terminate immediately for unlawful conduct, security risk, sanctions concern, misuse, insolvency, material confidentiality breach, or non-payment continuing after notice.

On termination, Client must pay accrued fees, committed third-party costs, completed work, and any termination charge in the SOW. Following full cleared payment, TFSF will provide the handover expressly required by the SOW. Operational control and responsibility for Client-operated Deliverables pass to Client at acceptance or handover. No continuing support or management is implied.

Clauses that by nature should survive do survive, including payment, ownership, confidentiality, disclaimers, liability, indemnity, disputes, and general provisions.

These Terms and every non-contractual obligation arising from them are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai, without regard to conflict-of-law rules.

Senior representatives will first attempt in good faith to resolve a dispute by written negotiation for fifteen days. If unresolved, the dispute will be finally resolved by arbitration administered by the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules 2022 by one arbitrator. The seat of arbitration is the Dubai International Financial Centre (DIFC), the language is English, and the award is final and binding.

Either party may seek urgent interim, conservatory, or injunctive relief from a court of competent jurisdiction. Claims that cannot legally be arbitrated may be brought exclusively in the competent courts of Dubai. Nothing prevents TFSF from pursuing undisputed debt through a competent court or agreed expedited process.

Electronic signatures, click acceptance, account records, email confirmations, access logs, payment records, and other electronic records may evidence agreement and have the effect permitted by applicable electronic-transactions law.

Operational notices may be sent through the service or to the account email. Legal notices to TFSF must be sent to the email and registered address in Clause 21 and are effective when receipt is confirmed. Client must keep its legal and account contacts current. English is the controlling language; any translation is for convenience unless mandatory law requires otherwise.

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Client may not assign these Terms or an SOW without TFSF's prior written consent. TFSF may assign to an affiliate, successor, purchaser of the relevant business, or financing provider, and may use qualified subcontractors while remaining responsible for its express obligations.

If a provision is unlawful or unenforceable, it will be limited or replaced to the minimum extent necessary and the remainder will continue. Failure to enforce is not a waiver. Headings assist navigation only. No third party has enforcement rights except indemnified parties. These Terms and the controlling documents in Clause 01 are the entire agreement on their subject matter.

TFSF may update these Terms for legal, security, operational, or product changes. Material changes take effect on the stated effective date after reasonable notice. Changes do not retroactively alter a signed SOW unless that SOW or mandatory law permits it. Continued use after the effective date constitutes acceptance for ongoing services; otherwise Client must stop using the affected service.