Board Arabia Terms of Membership

Board Arabia is the operator of the Platform, registered address: To be confirmed ("Board Arabia", "we", "us").

You can contact us at contact@boardarabia.com.

These Terms of Membership ("Terms") apply to the website boardarabia.com, the members' platform and every service we offer through them (together, the "Platform").

Our Privacy Notice explains how we handle personal data. It forms part of these Terms.

You accept these Terms when you open an account, apply for membership or use the Platform.

If you act for a company or other organisation, you confirm that you are authorised to accept these Terms for it. In that case "you" includes that organisation.

You must be at least 18 years old and able to enter into a binding contract.

Browsing the public pages does not admit you, reserve a Founding place or reserve a partner seat.

Board Arabia is a private, invitation and application based network. It helps board members, business owners, investors and advisers meet each other.

We provide a platform. We do not provide investment, financial, legal, tax, accounting or valuation services.

We are not authorised by the Capital Market Authority ("CMA") to carry on securities business. We do not deal, arrange, advise, manage or provide custody in relation to securities. Nothing on the Platform is intended to be any of these activities.

Nothing on the Platform is an offer, invitation or recommendation to buy, sell, hold or subscribe for any security, fund or other investment.

We do not verify the merits of any business, mandate, deal or investment shared on the Platform.

The Platform has three tiers: Founding, Member and Partner. The benefits of each tier are those described in your acceptance email, membership offer or partnership package.

You apply through the Platform. Our staff review every application personally. We may accept or decline any application at our discretion. We do not have to give reasons.

There is no fixed response time. Acceptance is confirmed by private email. A decline is a short note. We do not publish either outcome.

You must give true, complete and current information when you apply and while you are a member. This includes your name, role, company, commercial registration number where asked, and your turnover or assets under management band. Tell us promptly if anything changes.

Membership is personal to you. You may not share your account, transfer your membership or let anyone else use your login.

You are responsible for keeping your login details secure. Tell us at once if you think someone else has used your account.

Member directory. Signed in members can see member profiles. A partner sees a member's card only if that member chooses to show it. Profiles show the details described in the Privacy Notice. Email and phone details are not shown in the directory.

Introductions. You can request an introduction to another member. The other member may accept or decline. Contact details are shared only with the two parties, and only once the introduction is accepted.

Ask admin. You can ask our staff for help with the Platform or with an introduction. Admin may suggest members you could meet. Admin does not negotiate, advise on or take part in any deal.

Suggested introductions and nudges. When these features launch, we may send you suggested introductions and reminders to meet. They are based on your profile and activity. They are suggestions only, not recommendations of any person, business or deal. You can turn them off in your settings or by contacting us.

Mandates. Members may post mandates, for example a search for a board seat, an investor or a target business. Some mandate details are hidden until unlocked. Unlocking a mandate shows information supplied by the member who posted it. We do not check it, and it is not a recommendation.

Deal rooms. Members may open deal rooms to share documents with members they choose. The member who opens a deal room controls who has access. We host the deal room only. We do not review, approve or take part in anything shared in it.

Majlis and events. We may run a majlis with events, which may be hosted or presented by partners. See section 12.

AI tools. Some AI tools, such as AI due diligence on uploaded decks, are available. See section 9.

We may add, change, suspend or remove features at any time. Some features are available only to some tiers or only for a trial period. Features described as coming soon or planned may never launch.

We do not guarantee that any member will accept an introduction, meet you, reply to you or do business with you.

We do not guarantee any number of introductions, meetings, mandates, deals, investments or any commercial result.

Intro credits give a partner the right to request introductions. They do not guarantee that any introduction is accepted.

Any discussion, negotiation, agreement or transaction between members is solely between those members. Board Arabia is not a party to it.

We do not act as agent, broker, arranger, adviser, finder, placement agent or intermediary for any member.

Our staff may record that a deal has started between members, for example with a "Deal started" tag. That tag is an internal record for measuring how the Platform is used. It does not mean we arranged, approved, verified or took part in the deal.

Mandates and deal rooms are tools for members to share information with each other. We do not arrange, promote or approve any mandate or deal shared through them.

You must do your own due diligence and take your own independent legal, financial, tax and other professional advice before entering into any transaction.

You are responsible for making sure any deal you enter complies with the law, including CMA rules on offers of securities, anti money laundering rules, sanctions and any licensing requirement.

You must use the Platform lawfully, honestly and professionally.

You must not:

• (a)share, trade on or ask for inside information about any listed company or its securities, or any other information you are not allowed to disclose;
• (b)use the Platform to offer securities or investments to the public, to solicit the public, or to market any fund or product in breach of CMA rules;
• (c)hold yourself out as authorised by the CMA or any other regulator unless you are;
• (d)give investment advice to other members through the Platform unless you are licensed to do so, and then only under your own licence and responsibility;
• (e)send spam, bulk messages or unsolicited marketing to members;
• (f)copy, scrape, export or screenshot the directory, mandates, deal rooms or other member information, except as needed to follow up an accepted introduction or a deal you are part of;
• (g)contact members found through the Platform for purposes unrelated to the Platform;
• (h)post false, misleading, defamatory, offensive or unlawful content, or content that infringes anyone's rights;
• (i)upload malware or try to access parts of the Platform or data that you are not permitted to access;
• (j)offer or accept any bribe or improper payment; or
• (k)impersonate anyone or misrepresent your role, company or authority.

Confidentiality. Everything you learn about other members, mandates, deal rooms and majlis discussions through the Platform is confidential. You may use it only to consider the introduction, mandate or deal concerned. You must not disclose it to anyone else, except to your own professional advisers who are bound by confidentiality, or where the law requires.

Contact details. When an introduction is accepted and you receive another member's contact details, you are responsible for using them lawfully, including under the Personal Data Protection Law.

Your confidentiality duties continue after your membership ends.

AI tools on the Platform produce output generated by artificial intelligence from your inputs and public sources. Each tool shows its own notice and consent. Those notices form part of these Terms.

AI output may be wrong, incomplete or out of date.

AI output is for information only. It is not legal, financial, investment, tax, accounting or valuation advice. It is not an activity authorised by the CMA. It is not a recommendation, offer or solicitation. It is not a valuation by a valuer accredited by the Saudi Authority for Accredited Valuers (Taqeem), an audit or a legal opinion.

You must verify any output with licensed advisers before you act. You are responsible for any decision you make.

Before you upload a file, you confirm that you have the right to share it and that it contains no inside information.

Uploaded files are processed by our AI provider, To be confirmed, as described in the Privacy Notice. Uploads are kept for 30 days and then deleted automatically. You can delete them earlier at any time.

Some AI tools are not yet available. We will add them only with their own notice.

"Your content" means anything you upload, post or send through the Platform. It includes your profile, mandates, messages, deal room files and AI uploads.

You keep ownership of your content.

You give us a non-exclusive, royalty free licence to host, store, copy, process and display your content, and to share it with the members you choose, only as needed to run the Platform and provide the features you use. For AI uploads, this includes sending them to our AI provider to produce your output.

The licence ends when your content is deleted under the Privacy Notice, except for copies we must keep by law or for a legal claim.

We do not use your uploads to train AI models, and we require our AI provider not to do so.

You confirm that you have all rights needed to share your content and that sharing it does not break any law, confidentiality duty or third party right.

We may remove any content that we reasonably believe breaks these Terms or the law.

Founding membership is currently complimentary, subject to your contribution to the room. We may change this for future terms with notice under section 19.

Fees for the Member and Partner tiers, partner packages and intro credits are set out in your membership offer, partnership package or invoice. No price shown on the public pages is an offer.

Fees exclude VAT and other taxes unless stated. You must pay the taxes that apply.

You must pay invoices by the due date stated on them. We may suspend access if a fee is unpaid.

Partner packages may include intro credits and other allowances, such as majlis slots or room credits, as stated in the package. A credit is used as stated in the package. Credits have no cash value. They cannot be transferred or exchanged. Unused credits expire at the end of the partnership term.

Fees and credits are not refundable once paid, except where these Terms say otherwise or where Saudi law requires a refund.

If we end your membership for no fault of yours before the paid term ends, we will refund the fees for the unused part of that term.

We may invite members to majlis sessions and other events. An RSVP is a request for a place. A place is confirmed only when we confirm it.

We may change, postpone or cancel any event, or change its host, speakers or venue.

Events may be supported, hosted or presented by a partner. That does not mean we endorse the partner or its products.

Majlis discussions are confidential. Do not record, quote or attribute anything said without the speaker's permission.

You must follow the venue rules and our instructions at events. You attend at your own risk, to the extent the law allows.

Your name and company may be shared with the event host and, where the event page says so, with other attendees. See the Privacy Notice.

Partners are members who support the Platform under a partnership package.

Partners may be shown to members as partners, for example with "Presented by" wording on events. Partnership is not an endorsement by us of the partner, its products or its advice.

Partners must follow these Terms like any member. They must not use intro credits, events or the directory for mass marketing or to solicit the public.

Any partner-specific terms in the partnership package apply in addition to these Terms. If they conflict, the partnership package prevails for that point.

We or our licensors own the Platform, its design, software, text, brand and databases.

We give you a limited, personal, non-transferable right to use the Platform while you are a member and in line with these Terms.

You may end your membership at any time by contacting us or, where available, from your account settings.

We may suspend or end your access, with or without notice, if:

• (a)you break these Terms, including the conduct and confidentiality rules;
• (b)information you gave us is false or misleading;
• (c)you fail to pay a fee when due;
• (d)we reasonably believe your use puts members, the Platform or us at legal, regulatory or reputational risk; or
• (e)the law, a court or a regulator requires it.

We may also end any membership for any other reason by giving reasonable notice. Section 11.7 then applies.

When membership ends, your access stops and unused credits lapse. Sections 7, 8.3 to 8.5, 10.4, 16, 17, 18, 21 and 22 continue to apply.

We keep and delete your data as set out in the Privacy Notice.

The Platform is provided "as is" and "as available".

To the extent Saudi law allows, we give no promise that the Platform will be uninterrupted, error free or secure, or that any information on it from members, partners, AI tools or public sources is accurate, complete or current.

We do not vet members beyond our admission review. Admission is not an endorsement of any member, partner, business or statement.

To the extent permitted by Saudi law, we are not liable for any loss arising from:

• (a)any deal, investment or dealing between members, or with partners or third parties;
• (b)any content supplied by members or partners, including mandates and deal room files;
• (c)use of or reliance on any AI output; or
• (d)any indirect loss, loss of profit, loss of opportunity or loss of reputation.

To the extent permitted by Saudi law, our total liability to you for all claims connected with the Platform or these Terms is limited to the fees you paid to us in the 12 months before the claim.

Nothing in these Terms limits or excludes liability that cannot be limited or excluded under Saudi law, including liability for fraud or gross negligence.

You agree to compensate us for any loss, claim, penalty or reasonable cost, including reasonable legal fees, that we suffer because:

• (a)you break these Terms or the law;
• (b)your content infringes someone's rights or breaks a confidentiality duty; or
• (c)of any deal or dispute between you and another member, partner or third party.

This section applies to the extent Saudi law allows.

We may change these Terms. For material changes, we will give you reasonable notice by email or on the Platform before the change takes effect.

The effective date at the top shows the current version.

If you do not accept a material change, you may end your membership before it takes effect. If you keep using the Platform after that date, you accept the change.

We send notices and reminders by email to the address on your account, or on the Platform. Some service emails may come from a sending address we use for operations. The Privacy Notice explains this.

You can send notices to us at contact@boardarabia.com.

These Terms, and any dispute or claim connected with them or the Platform, are governed by the laws of the Kingdom of Saudi Arabia.

The competent courts of Riyadh have exclusive jurisdiction.

Before starting a claim, each party will first try in good faith to settle the dispute by written notice and discussion.

These Terms are published in English. The English version is authoritative.

These Terms, the Privacy Notice, the tool notices and any membership offer or partnership package form the whole agreement between you and us about the Platform.

If any part of these Terms is found unenforceable, the rest remains in force.

If we do not enforce a right straight away, we can still enforce it later.

You may not transfer your rights under these Terms. We may transfer ours to a successor of the Platform with notice to you.

We are not liable for delay or failure caused by events beyond our reasonable control.