RECORDS MARINE
PUBLIC SUBSCRIPTION OFFER

1. Parties and Relationship to Other Documents

1.1. This Offer is made by RECORDS MARINE – FZCO (Dubai Integrated Economic Zones), together with its affiliates, directors, officers, agents, employees, contractors, consultants and licensors (collectively, the “Company”, “we”, “ us” or “our”).

1.2. The counterparty is the Vendor (“you ”), being the legal entity or other business acting in a business-to-business (B2B) capacity, registered as a Vendor on the Platform and purchasing a paid Subscription.

1.3. The Platform is legally owned by RECORDS MARINE IP HOLDINGS LTD (ADGM) and operated under license by RECORDS MARINE – FZCO. All intellectual property rights in and to the Platform are retained by RECORDS MARINE IP HOLDINGS LTD.

1.4. This Offer supplements the Terms & Conditions. Capitalised terms not defined in this Offer have the meanings given to them in the Terms & Conditions. In the event of any conflict between this Offer and the Terms & Conditions specifically in relation to paid Subscriptions and Plans, this Offer prevails. For all other matters, the Terms & Conditions govern.

2. Definitions

For the purposes of this Offer:

2.1. Platform means the Records Marine online platform described in the Terms & Conditions, including the website at https://recordsmarine.com and associated domains, services and applications.

2.2. Vendor means a User that utilizes the Platform to offer various supplies or services to Customers, as defined in the Terms & Conditions, acting in a business-to-business capacity.

2.3. Customer means a User that utilizes the Platform to receive various supplies or services from Vendors, as defined in the Terms & Conditions.

2.4. Account means the administrative account registered on the Platform and used by a User, and in particular by a Vendor, to manage its Business Profile, Subscriptions, users and billing details.

2.5. Business Profile / Business Card means the Vendor’s public company page on the Platform, including its listings, media and descriptive content.

2.6. Subscription means a paid access model to the Platform’s digital services that provides a Vendor with enhanced features and Promoting tools compared to the free version, and which is available only to Vendors acting in a business-to-business (B2B) capacity.

2.7. Plan / Tariff Plan means a specific configuration of Subscription features, usage limits, term (for example, monthly or annual) and pricing, as described on the Platform or in an applicable order form or invoice.

2.8. Promoting means any visibility-boosting actions for a Business Profile or Vendor content performed via the Platform, including promotional placements, enhanced search visibility, highlighted listings, premium badges, or similar tools.

2.9. Payment Flow means payment made for a Subscription by card or a similar method through any third-party payment processor integrated into the Platform.

2.10. Invoice Payment Flow means manual invoice-based payment for a Subscription where the Vendor selects “Request Invoice” (or similar) instead of paying by card.

2.11. Applicable Law means the laws and regulations of Abu Dhabi Global Market (ADGM) and any mandatory laws that cannot be excluded in the Vendor’s jurisdiction.

3. Scope of this Offer and Subscriptions

3.1. Under this Offer, the Company provides Vendors with the ability to purchase Subscriptions to the Platform. A Subscription grants paid access to specific sets of features, Promoting tools and benefits that go beyond the free functionality available on the Platform.

3.2. Subscriptions are available only to Vendors and are designed for B2B use. By purchasing a Subscription, you confirm that you act in a professional or business capacity and not as a consumer.

3.3. The specific content of each Subscription, including which Promoting tools and other features are available, depends on the Plan selected by the Vendor at the time of purchase or renewal.

3.4. Nothing in this Offer obliges the Company to make any specific Plan available indefinitely. Plans may be modified or withdrawn in accordance with Section 10 below.

4. Acceptance of Offer and Authority

4.1. By any of the following actions, the Vendor accepts this Offer and enters into a legally binding agreement with the Company on the terms set out in this Offer and the Terms & Conditions:

• clicking “Pay”, “Subscribe”, “Buy”, “Upgrade” or a similar button referring to a paid Subscription;

• successfully completing payment for a Subscription via the Payment Flow;

• paying an invoice issued under the Invoice Payment Flow; or

• accessing or using any paid Subscription features or Promoting tools.

4.2. The individual completing the Subscription purchase or activation represents and warrants that they are duly authorised to act on behalf of the Vendor, including to:

• bind the Vendor to this Offer and the Terms & Conditions;

• purchase Subscriptions and Promoting services; and

• incur and approve payment obligations on behalf of the Vendor.

4.3. The Company may, at any time, request evidence of such authority, including but not limited to a corporate email domain, company registration documents or a power of attorney, and may enable or require multi-factor authentication. The Company may suspend or refuse activation of a Subscription until such verification is completed to the Company’s reasonable satisfaction.

4.4. All actions performed through an authenticated Account (including Subscription purchases and Promoting) are deemed to be actions of the Vendor.

5. Term, Auto-Renewal and Vendor Cancellation

5.1. Each Subscription is purchased for a defined billing period, such as one month or one year, depending on the Plan selected.

5.2. Unless expressly stated otherwise, Subscriptions are set to auto-renew by default for successive periods equal to the initial term (for example, month-to-month or year-to-year) at the then-current price for the applicable Plan.

5.3. The Vendor authorises the Company and/or its payment processor to automatically charge the Vendor’s selected payment method at the start of each renewal period for the applicable Subscription fees and any taxes.

5.4. The Vendor may turn off auto-renewal at any time before the next billing date:

• by disabling auto-renewal in its Account settings on the Platform; and/or

• by sending a cancellation request from its authorised email address to support@recordsmarine.com or contact@recordsmarine.com.

5.5. Disabling auto-renewal or submitting a cancellation request only stops future renewals. It does not shorten the current paid period, and the Vendor is not entitled to a refund or credit for any remaining days in the current billing period, except as expressly stated in Section 8.

5.6. After cancellation (non-renewal), the Subscription will remain active until the end of the already paid billing period and will then expire.

6. Plans and Features

6.1. The features, limitations and benefits of a Subscription depend on the Plan chosen by the Vendor. Plan descriptions are provided on the Platform (for example, on the pricing or plans page) or in an order form.

6.2. Plan descriptions may include, without limitation:

• types and levels of Promoting available;

• visibility or placement of the Business Profile;

• limits on the number of listings, media items, or other content;

• reporting, analytics or other premium tools; and

• the length of the billing period (monthly, annual, etc.).

6.3. The Company may introduce new Plans, adjust the features or limits of existing Plans, or discontinue Plans in accordance with Section 10.

6.4. The Vendor acknowledges that different Plans may offer different levels of visibility and functionality, and that the possibilities and benefits of a Subscription depend on the chosen Plan. The Company makes no guarantee of any particular level of traffic, leads or revenue from any Plan.

7. Fees and Payment Flows

7.1 General

7.1.1. Subscription fees are payable in advance for the entire billing period of the Plan, unless otherwise agreed in writing.

7.1.2. Subscription pricing is shown on the Platform or in an applicable order form or invoice. Unless expressly indicated otherwise, all fees are , and the Vendor is responsible for any applicable taxes, bank charges and payment processor fees.

7.1.3. Fees for Subscriptions and Plans may be changed in accordance with Section 10. Updated fees will apply only to future billing periods or new Subscriptions, unless the Vendor expressly agrees otherwise.

7.2 Payment Flow

7.2.1. Where the Vendor pays for a Subscription via an integrated payment processor, including by using a credit or debit card, or a digital wallet or tokenised payment method (such as Apple Pay, Google Pay, Samsung Pay or similar), the Vendor authorises the payment processor and the Company to:

• store and use the underlying payment credentials, including tokenised credentials from a digital wallet, for the purposes of recurring billing and auto-renewal;

• charge that payment method for the initial billing period and each subsequent auto-renewal period;

• treat any dispute or reversal initiated through the payment method or the digital wallet as a dispute/chargeback, with the consequences described in clause 7.2.4.

7.2.2. Removing a payment method or card in the interface or Account settings stops future charges once the current billing period ends, but does not entitle the Vendor to a refund for the period already paid.

7.2.3. Payment processors may issue invoices or receipts automatically. These documents are sufficient proof of payment.

7.2.4. In the event of a chargeback or payment dispute initiated by the Vendor or cardholder, the Company may immediately suspend or terminate the relevant Subscription and Account and may seek to recover from the Vendor any processor fees, penalties or reasonable costs associated with the dispute.

7.3 Invoice Payment Flow

7.3.1. Where the Vendor chooses “Request Invoice” or a similar option, the Company will issue an invoice for the selected Subscription or Plan and make it available by email and/or through the Vendor’s Account.

7.3.2. The Subscription is activated only after the Company has received and confirmed full payment of the invoice.

7.3.3. For Subscriptions paid via the Invoice Payment Flow:

• Subscription fees are payable for the entire billing period;

• there are no prorated refunds; and

• mid-term cancellation by the Vendor does not give rise to any refund or credit for the unused portion of the billing period, unless required by Applicable Law or expressly agreed by the Company in writing.

7.3.4. Late or non-payment may result in suspension or non-activation of the Subscription.

8. Refund Policy

8.1. General no-refund rule. Vendors acknowledge that all Subscription payments are B2B transactions and that the Company’s Services are deemed fully rendered when access to the Platform and Subscription features is provided. Accordingly, Subscription fees are non-refundable and non-creditable, except in the limited cases set out in this Section 8.

8.2. Refunds may only be granted in the following cases:

• Legal requirement.A refund is required by Applicable Law.

• Duplicate or erroneous charge. The Vendor has clearly been charged twice or in error for the same period or Plan, and the Company confirms the duplicate or erroneous charge.

• Termination for convenience by the Company. The Company terminates a Subscription or this Offer at its sole discretion without Vendor fault, in which case the Company will refund the pro-rata unused portion of the current paid billing period as at the effective date of termination.

8.3. If the Company suspends or terminates a Subscription or Account for cause, including breach of this Offer or the Terms & Conditions, sanctions risks, non-payment, chargebacks, fraud, abuse or other compliance concerns, the Vendor is not entitled to any refund or credit.

9. Business Profile and Deletion

9.1. A Subscription is associated with the Vendor’s Business Profile and Account.

9.2. If the Vendor deletes its Business Profile while a Subscription is active, the associated Subscription will be automatically cancelled and deleted together with the Business Profile.

9.3. In such case, the Vendor is not entitled to any refund or credit for any remaining portion of the current billing period. The Company may but is not obliged to display a warning before deletion.

10. Plan Changes and Changes to Terms and Pricing

10.1 Plan Changes at Vendor Request

10.1.1. Upgrades. If the Vendor requests an upgrade to a higher-priced Plan during a current billing period and the Company agrees:

• the upgrade may be applied immediately or from a specified date; and

• the Company may charge the pro-rata difference between (i) the fees already paid for the remaining portion of the current period and (ii) the fees due for that same remaining portion under the higher-priced Plan.

10.1.2. Downgrades. If the Vendor requests a downgrade to a lower-priced Plan:

• the downgrade will typically take effect from the next billing period; and

• unless the Company expressly agrees otherwise in writing, no refund or credit will be provided for the remainder of the current billing period.

10.2 Changes by the Company

10.2.1. The Company may update, modify or discontinue Plans, and may change Plan features, limits and pricing at any time for future billing periods.

10.2.2. For Subscriptions that are set to auto-renew, the Company will provide reasonable advance notice (for example, by email or in-Account notice) of any material changes to core Subscription terms or prices that will apply to the next renewal.

10.2.3. If the Vendor does not agree to such future changes, the Vendor’s sole remedy is to disable auto-renewal before the next renewal date and allow the Subscription to expire at the end of the current paid period.

11. Suspension and Termination

11.1. The Company may suspend, restrict or terminate a Vendor’s Subscription and/or Account, in whole or in part, with or without notice, if:

• the Vendor breaches this Offer, the Terms & Conditions or Applicable Law;

• there is non-payment, repeated payment failure, or a chargeback is initiated;

• the Company reasonably suspects fraud, abuse, spam, manipulation of the Platform, or attempts to circumvent usage limits;

• there are sanctions, anti-money laundering, or other compliance concerns, including where the Vendor, its owners or related parties are or may become subject to Sanctions;

• required by court order, regulatory authority or Applicable Law;

• the Company reasonably believes the Vendor’s use poses a risk to the integrity, security or reputation of the Platform or to other Users.

11.2. In case of suspension or termination for any of the reasons in Section 11.1, the Vendor is not entitled to a refund or credit for the current billing period.

11.3. The Company may also terminate a Subscription or this Offer, in whole or in part, for convenience entitled to a refund or credit for the current billing period. (without Vendor fault). In such case, the Company will refund the pro-rata unused portion of the current paid billing period, as described in Section 8.2(c).

12. Service Availability and No Compensation

12.1. While the Company endeavours to maintain reasonable levels of reliability and availability, the Company does not guarantee uninterrupted or error-free operation of the Platform or Subscription features.

12.2. Temporary downtime or reduced availability may occur due to maintenance, upgrades, failures of third-party services, Force Majeure or other causes.

12.3. Unless expressly agreed otherwise in a separate written agreement, no service credits, rebates or compensation are due for downtime, performance issues or other interruptions, and the disclaimers and limitation-of-liability provisions in the Terms & Conditions apply in full.

13. Intellectual Property and Vendor Content

13.1. All intellectual property rights in and to the Platform are owned by RECORDS MARINE IP HOLDINGS LTD or its licensors. Nothing in this Offer transfers any ownership interest in the Platform or its IP to the Vendor.

13.2. The Vendor retains ownership of its Vendor Content (including its Business Profile content, listings, images, logos and text) but grants the Company a non-exclusive, worldwide, royalty-free licence for the duration of the Subscription (and a reasonable archival period thereafter) to:

• host, store, reproduce and display the Vendor Content;

• use, adapt and distribute the Vendor Content as necessary to operate the Platform and provide the Subscription;

• use the Vendor’s name, logo and Business Profile in Promoting on the Platform; and

• use the Vendor Content in anonymised or aggregated form for analytics, service improvement and marketing.

13.3. The Vendor warrants that its Vendor Content and its use of the Platform (including Promoting) do not infringe any third-party rights and comply with all Applicable Laws.

13.4. The more detailed intellectual property and content rules in the Terms & Conditions apply in addition to this Section 13.

14. Sanctions, Anti-Fraud and Compliance

14.1. The Vendor represents and warrants that neither it nor, where applicable, its owners, directors or authorised signatories are:

• subject to Sanctions; or

• located, organised or resident in a country or territory that is the target of comprehensive Sanctions.

14.2. The Vendor must not use the Platform, Subscriptions or Promoting in a way that would cause the Company to breach any Sanctions, export control, anti-money laundering, anti-bribery or similar laws.

14.3. The Company may perform checks and ongoing monitoring, including screening against sanctions lists and fraud databases. If the Company reasonably believes that providing or continuing a Subscription may breach or expose it to Sanctions, fraud or other compliance risks, the Company may immediately suspend or terminate the Subscription and/or Account without any refund.

14.4. The prohibition-to-use and compliance provisions of the Terms & Conditions apply in addition to this Section 14.

15. Disclaimers and Limitation of Liability

15.1. The general disclaimer and limitation of liability provisions in the Terms & Conditions (including the exclusion of indirect and consequential damages and the cap on total liability to fees paid over the previous twelve (12) months) apply in full to this Offer, to Subscriptions and to any Promoting tools.

15.2. Without limiting the foregoing, the Company provides all Subscriptions and Promoting tools on an “AS IS” and “AS AVAILABLE” basis and makes no warranty that:

• any Subscription or Plan will generate any particular level of traffic, leads, opportunities or revenue; or

• any particular visibility or ranking will be maintained for any specific duration.

15.3. Nothing in this Offer excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for fraud or wilful misconduct.

16. Confidentiality

16.1. Each party may receive confidential information of the other party in connection with this Offer. Each party agrees to keep such information confidential and to use it solely for purposes of this Offer and the Terms & Conditions, subject to any disclosure required by law or regulatory authority.

16.2. This obligation does not apply to information that is public, already known to the receiving party without breach, independently developed, or lawfully obtained from a third party without duty of confidentiality.

17. Governing Law and Dispute Resolution

17.1. This Offer and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and shall be construed in accordance with the laws of Abu Dhabi Global Market (ADGM), without regard to conflict-of-law principles.

17.2. The courts of Abu Dhabi Global Market Courts shall have exclusive jurisdiction to settle any such dispute or claim. The parties irrevocably submit to that jurisdiction.

17.3. The anti-class-action and individual-relief provisions in the Terms & Conditions apply equally to this Offer.

18. Changes to this Offer

18.1. The Company may update or amend this Offer from time to time. The “Last updated” date at the top of this Offer will reflect the date of the latest changes.

18.2. Updated versions of this Offer will be published at https://recordsmarine.com/legal/subscription-offer (or such other URL as the Company may notify). Continued use of a Subscription after the effective date of changes constitutes acceptance of the updated Offer.

18.3. For Subscriptions that are set to auto-renew, material changes to core Subscription terms or pricing will generally apply only to future billing periods, and the Company will provide reasonable advance notice so that the Vendor may disable auto-renewal if it does not wish to accept the changes.

19. Miscellaneous

19.1. This Offer, together with the Terms & Conditions and any applicable order form or Plan description, constitutes the entire agreement between the Company and the Vendor in relation to Subscriptions and supersedes all prior understandings relating to the same subject matter.

19.2. If any provision of this Offer is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

19.3. The Vendor may not assign or transfer its rights or obligations under this Offer without the Company’s prior written consent. The Company may assign or transfer this Offer to any affiliate or successor without requiring the Vendor’s consent.

19.4. If this Offer has been translated into other languages for convenience and inconsistency identified, the English version of this Offer prevails.