SHARP AIR CONTROL Member User Agreement

Agreement for Using the “SHARP AIR CONTROL" Application

This Agreement for Using the " SHARP AIR CONTROL " application(hereinafter called the "agreement") describes the user conditions upon which you use the services (including the services (i.e., the various functions (hereinafter called the "functions") achieved by linking this application to a target device, and collectively called the "service" hereinafter)) provided to customers with applicable SHARP air conditioners and air purifiers (hereinafter collectively called the "applicable devices") manufactured by ELARABY or procured by ELARABY from SHARP. ELARABY is An Egyptian company established under the Egyptian Law (hereinafter ELA) under license from Sharp Corporation a Japanese corporation (hereinafter called "SHARP") by means of the " SHARP AIR CONTROL " application (hereinafter called the "app") supplied for terminals. For using this service, you shall read and understand the details of this agreement, and agree to them before use.

Article 1 Objectives

This agreement describes the user conditions upon which you use this service. In downloading the app and using this service, you shall agree and you hereby agree to the conditions and the Privacy Policy in accordance to the terms set forth in this agreement. Further, by agreeing to this agreement, you acquires the non-exclusive rights to use this app without charge. Any claims arisen due to ignorance of these conditions will not be accepted or considered.

Article 2 (Definitions of Terms)

The terms used in this agreement are as defined below.

1. "Member" means a person who has completed member registration through the methods instructed by ELA, and whose membership has been approved by ELA following the necessary investigations, and to whom a Member ID, etc., has been assigned.

2. “Member ID, etc." means the member ID, which is the name specified by the customer during member registration to distinguish between users, combined with the password to authenticate the individual member together with the member ID.

3. "The support site" is a support site for the services operated by ELA, and means the site displayed using the following URL.
https://tcs.elarabygroup.com/How_To_Use.html

4. "Terminal" means devices that store and display the app, such as tablets, etc.

5. "User registration" means the settings for the user to use applicable devices in conjunction with the app according to the descriptions in the user manuals for the applicable devices. Specifically, this means making the link settings between a terminal and an adapter already connected to a wireless LAN (defined in (5) below) using the methods designated by ELA, and the registration of the wireless adapter, terminal, and applicable devices to a network server managed by ELA and SHARP.

6. "Applicable device" and "applicable air purifier" means SHARP branded devices manufactured under License by ELA or procured by ELA from SHARP and include SHARP air conditioners and air purifiers either connected to a wireless adapter or with a built-in wireless adapter that the customer can use by registering as a user with this service.

7. "Wireless adapter" means communications devices built into applicable devices and SHARP home appliance wireless adapters (sold separately) for remotely operating and checking the operating details, etc., of applicable devices.

8. "Content" means prose, text, audio, images, videos, and other information.

9. "Supplied content" means the content supplied by ELA and SHARP via this service.

10. "Server" means the server systems managed either by ELA, SHARP or a SHARP contractor.

Article 3 (Details of the Service)

The details of the service are as defined below. Further, the service cannot be used unless the use of a suitable device has been registered.

1. Basic services

(1) Basic suitable Air Conditioner service

a) Enables remote operations (start, stop, and temperature settings).

b) You can set the air stream amount and direction. (Compatible models only)

c) You can verify the information obtained from the operating details, and the temperature, humidity, and motion sensors.(Compatible models only)

d) You can set the timer.(Compatible models only)

e) You can introduce the (estimated) amount of power consumed either daily or monthly, and graphs of either the monthly or annual (estimated) amount of power consumption. You can acquire notifications such as the error and maintenance information, and update and campaign information, etc.

f) You can acquire notifications of each update or deletion operation for this app and for the same MEMBERS authorized information, and for information regarding suitable air conditioners using other services for which you are logged in.

g) You can acquire notifications for each start and stop operation for suitable air conditioners implemented using either a remote control or this app.

(2) Basic services for suitable air purifiers

a) Enables remote operations (start, stop, and humidifier settings).

b) You can verify the information obtained from the operating details, and the temperature, humidity, brightness, motion, dust, and odor sensors. (Compatible models only)

c) You can check the consumption status of consumables estimated from the sensor values, etc.

d) You can introduce the (estimated) amount of power consumed either daily or monthly, and graphs of either the monthly or annual (estimated) amount of power consumption. You can acquire notifications such as the error and maintenance information, and update and campaign information, etc.

e) You can acquire notifications of operations results for each update or deletion operation for this app and for the same MEMBERS authorized information, and for information regarding applicable devices using other services for which you are logged in.

2. Linked services for applicable devices

　 The services defined below are collectively called the "linked services for applicable devices".

(1) It is possible to automatically adjust a suitable air conditioner's set temperature based on the history of operations implemented by the customer using an applicable air conditioner that has been registered, and to use auto operations mode for an applicable air conditioner depending on the customer's residential area using the optimal auto operations mode according to the season and weather forecast data.(Compatible models only)

(2) Services that send the settings selected using the app to an applicable air conditioner, or services that supply the app with information such as weather forecasts, etc., based on an applicable Air Conditioner's use status.(Compatible models only)

(3) It is possible to automatically change the mode settings for applicable air purifiers based on the history of operations implemented by the customer using an applicable air purifier that has been registered, and to implement operations using the optimal operations mode depending on the dirt history of the rooms in the customer's home, and the weather forecast data.(Compatible models only)

(4) You can verify the error information for applicable devices.(Compatible models only)

3. External linked services

(1) Customers can operate applicable devices using voice commands, etc., from external services by logging in using the same MEMBER authentication information as the app on an external device compatible with suitable device linking, and linking the external service to an applicable device registered to the app. (Hereinafter called an "external link service".)

(2) Check with the support site or external service site for the names of external services that are compatible with linking to applicable devices, and details such as applicable devices that can be operated from external services and their settings details, as well as their operable details, etc.

(3) Use of external link services and the necessary device preparations, etc., are at the customer's own expense and responsibility.

(4) Other services concomitant with the use of the services regulated above
Further, services may be changed or added to the support site at any time. Check the support site for details.

Article 4 (IDs and Passwords)

1. To use this service, you shall register to ELA MEMBERS and get the Member ID and password (collectively called your "ID, etc." hereinafter).

2. You shall take full responsibility for the management and use of your ID, etc.

3. You shall specify the main address registered as your Member ID as the mail address for receiving notices and communications from SHARP or ELA. The notices or communications from SHARP sent to the relevant e-mail address shall be deemed as expressing intentions or communicating facts from SHARP to you.

4. You shall never allow a third party to use your ID, etc. The use of ID, etc., with this service shall be deemed as use of the service by you in possession of the relevant ID, etc.

5. If you discover that your own ID, etc., or terminal has been stolen, lost, or used by a third party, you shall inform ELA immediately and follow any instructions given by ELA.

6. ELA and SHARP cannot be responsible for any damages incurred by the customer or any of the customer's responsibilities to a third party due to the unpermitted use of IDs, etc.

7. You shall not give or lend your ID, etc., to a third party. Further, your rights based on this agreement are not transferable.

Article 5 (Strict Observance of the SHARP MEMBERS User Agreement)

1. You shall strictly observe the ELARABY MEMBERS user agreement. Use the following URL to check the ELARABY MEMBERS user agreement.
(https://www.elarabygroup.com/en/terms-and-conditions)

2. If any items in this agreement differ from the MEMBERS user agreement, this agreement shall take precedence.

Article 6 (Handling of Personal Information, Use Information, and Sensor Information, etc.)

For the handling of personal information, use information, and sensor information, etc., (hereinafter called "various information") acquired by ELA and SHARP in providing this service, see the separately-defined "SHARP AIR CONTROL privacy policy". Upon using this service, you shall agree to accept the "SHARP AIR CONTROL privacy policy".

Personal information will only be obtained by ELA and will be stored only in Egypt.

Article 7 (Using the Service)

1. Customers may use this service without charge.

2. Regardless of Paragraph 1, charges may be levied for services depending on the service provided either by ELA, SHARP or a third party. If using a charged service, first you shall agree to the user agreement for the charged service as determined separately either by ELA, SHARP or a third party.

3. For using this service, there is a limit to the number of applicable devices that can be registered for use. Further, the details of the services that can be used depends on the models of the applicable devices.

Article 8 (Devices and Communications Costs, etc., for Using this Service)

1. Customers shall bear all costs and responsibilities for preparing the applicable devices, terminals, wireless LAN devices, communications lines, and other devices required to use this service.

2. The customer shall bear all the internet service provider fees and the sundry costs necessary for communications to use this service. In addition, after registering with the service, the applicable devices shall connect to the internet and access the servers automatically via a wireless LAN device. Further, if using the service via a communications line for mobile phones, etc., the customer shall be responsible for all packet communications costs. If using such a method, joining a fixed-costs packet communications service is recommended. Neither SHARP nor Elaraby shall bear no responsibility for interruptions to the customer's service due to malfunctions in the devices or internet connection, etc.

Article 9 (Service Use Area)

The area to which this service is provided shall be the Arab Republic of Egypt. This service cannot be used in any other countries.

Article 10 (Broadcasting Information and Advertising)

ELA and SHARP may have your terminals and/or applicable devices displayed and/or spoken the information or advertising about ELA, SHARP or third-party.

Article 11 (Customer Responsibilities)

1. Use of the terminals, applicable devices, and services are at the customer's own responsibility.

2. If use of the terminals, applicable devices, or services result in the customer causing harm to a third party, or causes a dispute between the customer and a third party, resolution shall be at the customer's own costs and responsibility, unless ELA and SHARP can be deemed culpable.

3. If use of the terminals, applicable devices, or services result in the customer causing harm to ELA and/or SHARP , the customer shall pay the requisite damages.

4. If the customer shares use of the app and services with a third party (hereinafter, third parties shall be called "other users"), the customer shall first assure ELA and SHARP that the other user has agreed to this agreement, and shall take full responsibility.

5. If the customer comprises multiple users of applicable devices via the suitable device linking service, the customer shall take full responsibility and shall first obtain acceptance of this agreement from all the users of the relevant applicable devices.

6. If the customer is a minor, the service may only be used with the agreement of their parent or legal guardian, and the consenting parent or legal guardian shall be responsible for all customer responsibilities determined in this paragraph.

Article 12 (Deletion of User Registration and Ending Use by the Customer)

1. The customer may stop using this service at any time by implementing the designated procedures for deleting registration for any suitable device registered to this service. If the customer implements the registration deletion procedures according to this agreement, the customer will no longer be able to use this service.

2. If stopping use of an applicable device that is registered to this service for such reasons and handing off the device, you shall cancel the user registration for the relevant device, and to stop using this service. Subsequently, also initialize the wireless adapter for the device.

3. If multiple customers are registered users for the same suitable device via this app, it is necessary to implement the designated procedures for deleting registration for all the applicable devices registered via the app.

Article 13 (Stoppage of Use of the Service and Deletion of User Registration)

1. In any of the following cases, ELA and/or SHARP may stop the customer's use of the service either in whole or in part without prior notice, or delete their user registration. SHARP shall bear no responsibility for damages caused to either the customer or a third party if such action is taken.

(1) If the customer violates either this agreement or another agreement concerning the services linked to this agreement

(2) If use of this service by a terminal or suitable device registered by the customer is less than 2 years

(3) If ELA and/or SHARP judges the customer's actions to be in any other way unsuitable

2. In the case that the reasons in Paragraph 1 apply, the settings of the applicable devices registered by the customer shall be deleted, and the customer shall become unable to use any other services that they have also set. Further, ELA and/or SHARP may delete the customer's user information.

3. In any of the following cases, ELA and/or SHARP may delete information pertaining to the applicable devices registered by the customer.

(1) If a request to delete the information for a registered applicable device is received from a customer, family, or parent or legal guardian due to the loss or theft of the relevant device

(2) If a request to delete the information for a registered applicable device is received from a customer, family, or parent or legal guardian due to information pertaining to the registered suitable device is used by a third party, etc.

(3) If a request to delete the information for a registered applicable device is received from a customer, family, or parent or legal guardian for any other reason

Article 14 (Suspension and Termination of Service)

1. In the case of force majeure such as natural disasters or war, etc., or if any other emergency occurs or there is a risk of its occurrence, or if urgent system maintenance and inspections are necessary, or if handling communications or equipment malfunctions is unavoidable, or for any other inescapable reason, ELA and/or SHARP may temporarily suspend or terminate the service either in whole or in part without prior notice. Neither SHARP nor Elaraby shall bear no responsibility for damages caused to either the customer or a third party if such action is taken.

2. ELA and/or SHARP may terminate the service either in whole or in part by notifying the customer 60 days in advance.

Article 15 (Changing and Adding Services)

1. ELA and/or SHARP may change or add to the service either in whole or in part without prior notice.

2. If ELA and/or SHARP judges that changing or adding to the service either in whole or in part will greatly impact the customer, ELA and/or SHARP shall notify the customer of the details of the changes or additions using methods that ELA and/or SHARP judges to be suitable. Further, ELA and/or SHARP shall not be responsible for any damages incurred by the customer to changes or additions to the service either in whole or in part.

Article 16 (Notifying and Contacting Customers)

1. As a rule, notifications and communications of changes, etc., to service specifications shall be posted to the support site. If the communication is critical, however, displays may be posted to the terminal that is in use, or e-mails sent to the address registered as the customer's contact address.

2. Notifications and information determined in this agreement shall be posted to the support site regardless of whether or not they reach the customer, and shall be deemed to have arrived when displayed on a terminal or an e-mail is sent to the address registered as the contact address.

Article 17　(Personal/Non-Commercial Use)

Unless otherwise specified, this service is for personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content made available via the service.

Article 18 (Prohibitions)

In using this service, you must never implement the following actions. Further, ELA and/or SHARP may stop to provide the service or take other suitable measures if ELA and/or SHARP judges that you have implemented or are at risk of implementing the following actions with regard to the service.

1. Breaching this agreement

2. Actions that violate the law or public morals, or actions that are at risk of doing so

3. Actions that injure SHARP or a third party, or actions that are at risk of doing so

4. Actions that obstruct either the service or ELA and/or SHARP activities, actions that damage the reputation of ELA and/or SHARP or a third party, or actions that are at risk of doing so

5. Actions that impede the equipment used for this service by ELA and/or SHARP or a third party or that impede the operations of the service, or actions that are at risk of doing so

6. Actions that use the service by impersonating another party

7. Actions that manipulate the information supplied through this service, or actions that disclose supplied information to a third party without prior consent

8. Actions that use this service for commercial purposes etc.

9. Actions that yield or loan the rights and obligations related to use of this service to a third party either in whole or in part, or actions that are the equivalent thereof

10. Actions that infringe the copyright or intellectual property rights of either ELA and/or SHARP or a third party, or actions that are at risk of doing so

11. Political activities, religious activities, criminal activities, or actions that are linked to such activities

12. Actions corresponding to those described above

13. Any other actions that ELA and/or SHARP judges to be unsuitable

Article 19 (Dispensations from Responsibilities)

1. The customer shall be responsible for their use of this service based on this agreement and, unless clearly stated by this agreement, ELA and/or SHARP shall not be responsible for the use of this service.

2. SHARP does not assure the normal operations of this services provided or normal use in the future, or the ability to use this service with SHARP air conditioners and air purifiers other than applicable devices. Further, if the customer incurs damage due to this service not operating normally or being unable to use this service, SHARP shall not be liable for any such damages.

3. SHARP does not assure normal operations of the applicable devices nor normal operations in the future. In addition, SHARP shall bear no responsibility for the results of using external link services.

4. SHARP shall bear no responsibility for damages incurred by either the customer or a third party due to errors or insufficient management of this service or applicable devices, or by illegal use by a third party, and the customer shall indemnify SHARP and compensate for any damages if SHARP receives demands from a third party, etc., due to such actions.

5. SHARP shall bear no responsibility if the data set or registered to a terminal regarding this service by the customer is corrupted, lost, or changed.

6. SHARP cannot in any way assure the accuracy or conformance to specific objectives of any information, etc., acquired from the customer through this service. SHARP shall bear no responsibility for damages incurred by either the customer or a third party due to this information, etc., and the customer shall indemnify SHARP and compensate for any damages if SHARP receives demands from a third party, etc., due to such actions.

7. SHARP shall bear no responsibility regarding disputes such as rights infringement, etc., caused by information supplies via this service between the customer and another customer or third party.

8. If the owner changes due to the resale of applicable devices registered to use this service, the registered customer shall promptly implement the reporting or procedures designated by SHARP. SHARP shall bear no responsibility for damages caused by customer tardiness in implementing the designated reporting or procedures, and the customer shall indemnify SHARP and compensate for any damages if SHARP receives demands from a third party, etc., due to such actions.

9. SHARP shall bear no responsibility (including the responsibility to restore lost or deleted information) regarding any loss of profits incurred by the customer due to the deletion of user registration based on Article 13 Paragraph 1 (Stoppage of Use of the Service and Deletion of User Registration).

10. If this service is linked to services provided by other companies, details of the service provided by the other company and content uploaded to the relevant service shall be managed by the company providing the service, and SHARP shall bear absolutely no responsibility.

11. SHARP shall bear no responsibility for any damages incurred by other uses or other third parties due to use of this service without the customer obtaining consent to this agreement from the other users, and the customer shall indemnify SHARP and compensate for any damages if SHARP receives demands from a third party, etc., due to such actions.

Article 20(Limitation of Liability)

In no event will ELA, SHARP and/or its affiliates be liable to you or any third party for any special, incidental, indirect, punitive or consequential damages, including, but not　limited to, loss of profits, data or use or other loss arising out of or relating to these terms and conditions,"Handling Personal Information", the service and/or any content provided therein other than losses due to the negligence of ELA, SHARP and/or its affiliates. This paragraph shall apply regardless of whether the theory of liability is based on contract, tort, negligence, breach of warranty, strict liability. You hereby release ELA, SHARP and/or its affiliates from any and all obligations, liabilities and claims IN excess of this limitation．

For the avoidance of doubt, the provisions under this clause 20 shall only be applicable to the maximum extent permitted under applicable laws.

Article 21 (Handling Content)

SHARP cannot hand on or reauthorize any supplied content, and permits customers the rights to the non-exclusive use of the service for one purpose of use only. Copyright and all other intellectual property rights pertaining to the content supplied belongs either to SHARP or to a third party who has received permission for their use from SHARP. Use of the supplied content by the customer beyond the scope of the use rights is prohibited.

Article 22 (Inquiries)

Use the following inquiries page for any inquiries pertaining to this service.
https://tcs.elarabygroup.com/How_To_Use.html

Article 23 (Prohibition of Assignment of Rights and Obligations)

You shall not assign, lend or otherwise dispose of your rights and obligations under this agreement.

Article 24 (Intellectual Property Rights)

Intellectual property rights pertaining to this service belongs either to SHARP or to a third party who has received permission for their use from SHARP. The provision of this service to customers in accordance with this agreement does not mean that any rights have been transferred to the customer.

Article 25 (Antisocial Forces)

SHARP refuses use to antisocial forces (criminal gangs, members of criminal gangs, and their associates) and any other such associates. If the customer is judged to be an antisocial force or an associate thereof, SHARP will cancel their contract based on this agreement with the customer, and stop all customer use qualifications.

Article 26 (Changes to this Agreement)

1. ELA and/or SHARP may sometimes change this agreement. The conditions for providing this service after this agreement has been changed will depend on the agreement after the changes.

2. Unless determined by ELA and/or SHARP separately, the customer shall be notified of the details of the updated agreement by postings to the support site, and the changes shall take effect from the moment they are posted to the support site. After the changes take effect, customers using this service shall be viewed as having agreed to the details of the agreement changes.

3. Regardless of 2 paragraphs above, if the changes to the details require customer agreement and advance notification by law, customer agreement shall be obtained using the methods designated by ELA and/or SHARP, or prior notice shall be given.

Notifications and contacting members, regardless of whether or not they reach you, shall be deemed to have reached you when ELA and/or SHARP mail your e-mail address if using the methods determined in Paragraph 2.

Article 27 (Severability)

If any provision of this Agreement becomes void or unenforceable, this shall not render any other part of the Agreement void or unenforceable. If a court deems a provision of this Agreement to be void or unenforceable, such provision shall be narrowly interpreted to the extent necessary for it to become valid and enforceable.

Article 28(Force Majeure)

ELA and/or SHARP shall in no way be liable for any delay or failure in its performance to the extent such delay or failure is caused or is a result of acts beyond ELA and/or SHARP's reasonable control, including, but not limited to, acts of God, fire, flood, earthquake, accident, riot, war, government intervention, terrorism, embargoes, strikes, labor difficulties, equipment failures, or any other causes beyond the control of ELA and/or SHARP.

Article 29 (Governing law and Jurisdiction)

1. These Terms shall be exclusively governed by and construed in accordance with the laws of the Arab Republic of Egypt. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.

2. Except as otherwise set forth in this arbitration agreement, this agreement shall be exclusively governed by and construed in accordance with the laws of the Arab Republic of Egypt. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.

Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any "Dispute") shall be first mandatorily submitted to mediation proceedings under the Cairo Regional Center of International Commercial Arbitration (CRCICA) Rules (the “CRCICA Rules”) . If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such CRCICA Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the CRCICA. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the CRCICA Rules. The place of both mediation and arbitration shall be Cairo, Egypt. The language of the mediation and/or arbitration shall be English. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the CRCICA, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

Article 30 (Entire Agreement)

These Terms and Conditions constitute the entire agreement between you and ELARABY concerning the use of this service and supersede any and all statements or other agreements, whether oral or written, between you and ELARABY. These Terms and Conditions may not be altered, edited, supplemented or amended in any manner and any such alteration, edit, supplement or amendment shall be null and void, unless first agreed to by you and an authorized representative of Sharp in writing.

Article 31(Language)

The Terms is prepared in English or other languages. If there are any discrepancies among them, the English version shall prevail.

[Established April 2, 2018]

ELARABY