DISTRIBUTOR AGREEMENT
Version No. 1
Last updated: 20.04.2026
This Distributor Agreement (the “Agreement”) constitutes a legally binding agreement between FlowBridge Services L.L.C-FZ (the “Company”), and you (the “Distributor”), who has agreed to these terms through the Company’s software and services (the “Service”).
The Company and the Distributor are collectively referred to as the “Parties”.
This Agreement is intended to be interpreted in accordance with applicable laws and regulatory principles relevant to the United Arab Emirates.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ENTERING INTO THIS AGREEMENT, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO ALL TERMS, YOU MAY NOT ENTER INTO OR USE THIS AGREEMENT.
1. SUBJECT OF THE AGREEMENT
1.1. This Agreement grants the Distributor the right to acquire licenses for the use of software (the “License”) made available through the Service, the details of which are displayed within the Service, for the purpose of transferring such licenses to end users as a gift or reward.
The name, price, and functionality of the Software are provided through the Service.
2. COST OF THE LICENSE
2.1. The price of each License is specified within the Service. Pricing may vary depending on the number of Licenses purchased and their validity period, which is 12 months by default unless otherwise stated.
3. PURCHASE PROCEDURE
3.1. The Distributor may place orders for Licenses via the Service by selecting the desired quantity and validity period.
3.2. Payment must be completed in accordance with the instructions provided in the Service. Failure to complete payment will result in cancellation of the order.
3.3. Upon successful payment, the Company will reserve the purchased Licenses within one (1) business day and issue electronic confirmation via the Service. From the moment such confirmation is issued, the Licenses shall be deemed delivered.
3.4. The Distributor acknowledges that actual onward distribution or non-use of Licenses does not affect proper performance by the Company. Once delivered under Clause 3.3, payments are non-refundable.
4. TRANSFER OF LICENSE TO END USERS
4.1. The Distributor shall transfer Licenses to end users in its own name, at its own discretion, and at its own risk.
The Distributor independently determines pricing, terms, and distribution methods for end users.
4.2. A License becomes active for an end user upon transfer via the Service, and its validity period commences from that moment.
5. USE OF LICENSE BY END USERS
5.1. Use of the License by end users shall be governed by a separate license agreement between the Company and the end user, which is concluded upon activation of the License.
The Company determines such terms independently, and they fall outside the scope of this Agreement.
6. TAXES
6.1. Each Party shall be solely responsible for its own tax obligations arising under the laws of its jurisdiction, including assessment, reporting, withholding, and payment of any applicable taxes.
6.2. Where applicable law requires withholding or deduction of taxes by the Distributor, the Distributor shall be responsible for such withholding and remittance. The Distributor shall provide evidence of payment to the Company upon request, and in any event within ten (10) business days.
7. CONFIDENTIAL INFORMATION
7.1. “Confidential Information” means any non-public information of a Party, whether written, oral, electronic, or otherwise, including but not limited to business data, technical information, pricing, software, systems, trade secrets, customer data, and operational information.
7.2. Each Party shall maintain confidentiality of the other Party’s Confidential Information and shall not disclose it to any third party without prior written consent, except as required by law.
7.3. Where disclosure is required by a competent authority, the receiving Party shall (to the extent legally permitted) notify the disclosing Party and cooperate to seek protective measures.
7.4. Each Party shall apply at least the same level of care to protect the other Party’s Confidential Information as it applies to its own confidential information.
7.5. Any unauthorized disclosure or breach must be immediately reported to the other Party.
7.6. Upon termination, each Party shall return or securely delete all Confidential Information belonging to the other Party.
7.7. The breaching Party shall indemnify the non-breaching Party for all losses arising from any unauthorized disclosure.
7.8. Confidentiality obligations shall survive termination of this Agreement indefinitely or for as long as the information remains confidential.
8. WARRANTY DISCLAIMER
8.1. The Company provides the License on an “as is” and “as available” basis. No warranties, express or implied, are provided, including warranties of merchantability, fitness for a particular purpose, or uninterrupted operation.
The Distributor assumes all risk relating to use, performance, and suitability of the Software.
9. LIMITATION OF LIABILITY
9.1. Each Party shall be liable for its obligations under applicable law in case of breach.
9.2. The Distributor shall indemnify the Company for any actual damages resulting from breach of this Agreement.
9.3. The Company’s total liability shall not exceed the amount paid by the Distributor in the preceding calendar month. In no event shall the Company be liable for indirect, incidental, special, or consequential damages, including loss of profit or business interruption.
10. NOTICES
10.1. Communications exchanged electronically, including via email or the Service, shall be deemed valid and legally effective.
Official communications may be sent using Company domains such as business@flowbridge.pro.
11. SUCCESSORS AND ASSIGNMENT
11.1. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
12. SEVERABILITY
12.1. If any provision is found invalid or unenforceable, it shall be severed to the minimum extent necessary, and the remainder of the Agreement shall remain in full force and effect.
13. GOVERNING LAW AND JURISDICTION
13.1. This Agreement shall be governed by the substantive law of UAE.
Any dispute shall be resolved exclusively by the courts of Hong Kong, unless otherwise required by the Applicable legislation of the UAE.
14. THIRD PARTY RIGHTS
14.1. No third party shall have any right to enforce this Agreement under the Contracts.
15. AMENDMENTS
15.1. Any amendments must be made in writing and signed by authorized representatives of both Parties.
16. TERM
16.1. This Agreement applies to each individual License purchase and is deemed completed upon delivery of Licenses under Clause 3.3.
16.2. Each Party acknowledges that it has not relied on any representations outside this Agreement.
16.3. Either Party may withdraw prior to payment of Licenses.
16.4. Termination of this Agreement does not affect Licenses already delivered, which remain valid until expiry.
17. SANCTIONS COMPLIANCE
17.1. Each Party represents that it is not subject to sanctions imposed by the UAE, UN, US, or other applicable sanctions authorities.
18. FORCE MAJEURE
18.1. Neither Party shall be liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, civil unrest, strikes, government actions, pandemics, or infrastructure failures.
18.2. Payment obligations are not suspended by force majeure.
18.3. The affected Party shall take reasonable steps to mitigate and resume performance as soon as practicable.
19. DATA PROTECTION
19.1. Each Party acts as an independent data controller under applicable data protection laws.
19.2. Each Party shall comply with applicable data protection obligations, including UAE data protection requirements where applicable, and provide reasonable assistance upon request.
20. INDEPENDENT CONTRACTORS
20.1. The Parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship.
21. COMPANY INFORMATION
FlowBridge Services L.L.C-FZ
Registration Number: No. 2530799
Address: Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E