XANADU END-USER LICENCE AGREEMENT (EULA)

Last Updated: 17th February, 2026

This End User Licence Agreement (“Agreement”) governs access to and use of the Xanadu Products (as defined below).

This Agreement is entered into between:

XANADU TECHNOLOGY LIMITED (Licence No. CL11172), a company incorporated in the Dubai International Financial Centre (DIFC), with registered office at:

Unit GA-00-SZ-L1-RT-208

Level 1, Gate Avenue – South Zone

Dubai International Financial Centre

Dubai, United Arab Emirates

(“Xanadu”, “we”, “us”, or “our”)

and

The legal entity on whose behalf the individual accepting this Agreement accesses or uses the Products (“Customer” or “you”).

If you are an individual accepting this Agreement on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation. Use of the Products is not permitted for personal or consumer purposes.

1. DEFINITIONS

“Products” means any web-based software, SaaS tools, integrations, APIs, connectors, portals, applications, or related services developed, owned, or controlled by Xanadu, whether free, freemium or paid.

For clarity, “Products” does not include third-party software, platforms, or services resold, distributed, or procured by Xanadu (including, without limitation, Canva or other vendor products), which are governed by the applicable third-party terms and any Master Customer Agreement between Xanadu and Customer.

“Order” means any order form, statement of work, online sign-up, or other commercial document referencing this Agreement.

“Customer Data” means any data, content, or information submitted to, transmitted through, or processed by the Products on behalf of Customer.

2. SCOPE AND APPLICATION

This Agreement applies where:

(a) Customer accesses or uses any Product developed or provided directly by Xanadu;

(b) Customer accepts this Agreement via click-through; or

For the avoidance of doubt, this Agreement does not govern the use of third-party products resold or supplied by Xanadu. Such third-party products are subject to their own end-user licence agreements and vendor terms.

If the Customer has entered into an MCA with Xanadu, the MCA will prevail in the event of conflict.

3. LICENCE GRANT

Subject to this Agreement, Xanadu grants Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Products solely for Customer’s internal business purposes.

Customer must not:

reverse engineer, decompile, or disassemble the Products;
copy, modify, or create derivative works;
resell, distribute, or sublicense the Products;
use the Products to develop a competing product;
conduct benchmarking without Xanadu’s prior written consent;
use the Products in violation of applicable law.

Xanadu reserves all rights not expressly granted.

4. CUSTOMER RESPONSIBILITIES

Customer is responsible for:

ensuring authorised access;
maintaining system security;
ensuring lawful use of the Products;
obtaining necessary consents for Customer Data.

Customer remains responsible for the acts and omissions of its users.

5. DATA PROCESSING

Customer retains ownership of Customer Data.

Xanadu may process Customer Data solely to provide and improve the Products.

Except where required by applicable law, Xanadu acts solely as a processor of personal data on Customer’s behalf. Customer remains responsible for determining the purposes and means of processing personal data and for complying with applicable data protection laws.

Xanadu will implement reasonable technical and organisational measures appropriate to the nature of the Products.

Customer acknowledges that certain Products may transmit or temporarily store Customer Data as technically necessary. Xanadu may also use aggregated and anonymised data for analytics and product improvement.

6. FEES AND PAYMENT

Where applicable, fees are set out in the relevant Order.

If a Product is provided free of charge, it is provided without any obligation to continue or support it.

7. INTELLECTUAL PROPERTY

All intellectual property rights in the Products remain vested in Xanadu.

Customer grants Xanadu a limited licence to use Customer Data solely to provide the Products.

Xanadu may use customer feedback without restriction.

8. CONFIDENTIALITY

Each party must keep confidential information disclosed by the other confidential and use it only for purposes of this Agreement.

9. LIGHTWEIGHT INDEMNITY

Xanadu will defend Customer against any third-party claim alleging that a Product, as provided by Xanadu and used in accordance with this Agreement, directly infringes a third party’s intellectual property rights, and will pay damages finally awarded by a competent tribunal or agreed in settlement, provided that Customer:

promptly notifies Xanadu in writing of the claim;
gives Xanadu sole control of the defence and settlement; and
provides reasonable assistance at Xanadu’s expense.

Xanadu shall have no liability to the extent the claim arises from:

modification of the Product not made by Xanadu;
combination of the Product with third-party products not supplied by Xanadu;
use of the Product in breach of this Agreement; or
Customer Data.

This clause states Xanadu’s entire liability and Customer’s exclusive remedy for intellectual property infringement claims.

10. WARRANTIES

The Products are provided on an “AS IS” and “AS AVAILABLE” basis.

To the maximum extent permitted by law, Xanadu disclaims all warranties, express or implied, including fitness for purpose, merchantability, and non-infringement.

Xanadu does not warrant that:

the Products will be uninterrupted or error-free;
the Products will meet Customer requirements;
the Products will remain available indefinitely.

9. WARRANTIES

The Products are provided on an “AS IS” and “AS AVAILABLE” basis.

To the maximum extent permitted by law, Xanadu disclaims all warranties, express or implied, including fitness for purpose, merchantability, and non-infringement.

Xanadu does not warrant that:

the Products will be uninterrupted or error-free;
the Products will meet Customer requirements;
the Products will remain available indefinitely.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

(a) Xanadu excludes liability for indirect, incidental, consequential, special, or punitive damages;

(b) Xanadu’s total aggregate liability arising out of or in connection with this Agreement will not exceed:

where fees have been paid for the specific Product giving rise to the claim under this Agreement, the fees paid by Customer for that Product in the 12 months preceding the event giving rise to the claim; or
where no fees have been paid for that Product, USD 100.

For the avoidance of doubt, fees paid for third-party products, resold services, professional services, or any amounts payable under a Master Customer Agreement are excluded from this calculation. They are governed separately under the applicable agreement.

Nothing limits liability that cannot be excluded under applicable law.

11. TERM AND TERMINATION

This Agreement continues while Customer uses the Products.

Xanadu may suspend or terminate access at any time:

for breach;
for misuse;
for legal or regulatory reasons; or
at its discretion for free Products.

Upon termination, Customer must cease use of the Products.

12. PUBLICITY

Unless Customer notifies Xanadu in writing to the contrary, Xanadu may reference Customer’s name and logo in its marketing materials.

13. CHANGES TO TERMS

Xanadu may update this Agreement from time to time. Continued use of the Products after updates constitutes acceptance.

Where required, updated terms may require click-through acceptance.

14. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the Dubai International Financial Centre (DIFC).

Any dispute arising out of or in connection with this Agreement shall be referred to arbitration seated in the DIFC in accordance with the DIFC Arbitration Law. The tribunal shall consist of one arbitrator. The language of arbitration shall be English.

Nothing in this clause prevents either party from seeking urgent or injunctive relief in the courts of the DIFC where necessary to protect intellectual property rights or confidential information.

15. EXPORT CONTROL AND SANCTIONS

Customer represents and warrants that it is not subject to sanctions or restrictions under applicable export control or sanctions laws and will not use the Products in violation of such laws. Customer shall not access or use the Products in any jurisdiction where such access or use is prohibited by applicable law.

16. GENERAL

This Agreement constitutes the entire agreement relating to the Products unless superseded by an MCA or Order.

If any provision is invalid, the remaining provisions remain in effect.

No waiver is effective unless in writing.

By accessing or using the Products, Customer agrees to be bound by this Agreement.