DataEstate – Terms and Conditions

By subscribing to an Account (as defined below), and by accessing and using the Platform (as defined below) thereunder (whichever is earlier, the "Effective Date") you hereby agree to these general terms and conditions, as may be amended from time to time (the "Agreement") with DataEstate Inc., on behalf of itself and its affiliates (collectively, the "Company"). Each of the Company and you shall be referred to as a "Party" and together the "Parties".

You hereby acknowledge that you have read the terms of this Agreement carefully in their entirety and agree to be bound by them. Please note that this Agreement constitutes a legally binding agreement between the Company and you, and if you do not agree to all of the terms of this Agreement, you must exit the Platform, delete your Account and discontinue the use thereof and of the Services (as defined below). If the terms of the Agreement are considered an offer, acceptance is expressly limited to these terms.

The Platform and the Services

The Company provides a web platform (the "Platform") designed to assist its users in discovering and sharing real estate listings in designated locations as offered by the Platform from time to time (the "Listings"). The Platform may provide certain services and information regarding the Listings as may be made available by the Company from time to time as part of the Platform, and all features provided thereunder, including without limitation, providing Reports (as defined below), subject to the provisions of this Agreement (collectively, the "Services").

The Company may, at its sole discretion, amend, modify, or discontinue, from time to time, any or all of the Services provided under the Platform or introduce new services on the Platform (including, without limitation, services subject to payment of certain consideration). The Company shall not be liable for any loss suffered by you resulting from any such changes made or discontinue of the Platform or any of its Services, and you shall have no claims against the Company in such regard.

In order to access or use the Platform, and receive the Services, you must open an account with the Platform (the "Account"), for the purpose of accessing and using the Platform either as an Agent or as an End User, with respect to the relevant Services offered under the subscription tier chosen by you as part of your registration, as may be offered by the Platform from time to time (the "Subscription Tiers").

Certain Services may be offered under certain Subscription Tiers, subject to the subscription fees (if any), usage restrictions and other conditions, as set forth within the Platform.

• "Agent" shall mean a licensed real estate agent using the Platform as such.
• "End User" shall mean any other user of the Platform which is not an Agent.

As part of the Services, the Company may, from time to time, generate and provide custom reports ("Reports") with respect to certain Listings, based on your request, in accordance with your Subscription Tier. Such Reports may be provided in connection with the Listing Content, and any other information made available or uploaded to the Platform, including but not limited to Listings’ descriptions, pricing information and property and location features, and other related real estate data.

You may be able to purchase certain or additional Reports (in excess to your Subscription Tier) in exchange for payment of an applicable fee, subject to the rates available on the Platform.

The Reports that you may receive as part of the Services relies on information gathered from certain public sources, inter alia, and the Company does not check nor verify any such information, and makes no representations as to the accuracy, quality, completeness or fitness for any particular purpose of any Report. Your use or reliance on the Report or any of their content it is at your sole risk, and you undertake not to raise any claim and/or demand and/or action against the Company due to any damage or expense that you may incur as a result thereof.

Scope of Service and the License

Following the Effective Date, the Company shall grant you a limited, revocable, non-exclusive, non-transferable and non-sub-licensable license to use the Platform, for internal and personal use only, including any revisions, releases, corrections, copies, modifications, derivatives, enhancements, updates or upgrades thereto, based on the selected Subscription Tiers, in accordance with terms of this Agreement and subject thereto (the "License").

It is hereby clarified that you do not acquire any rights whatsoever in and to the Platform or the Services beyond the rights granted herein, and any such use of the Platform shall be in accordance with the terms of this Agreement.

The Company may update the functionality, user interface, usability and other user documentation of the Services or the Platform, and information relating to the Platform and all of its features, from time to time, at its sole discretion and in accordance with this Agreement, as part of its ongoing mission to improve the Platform, and the terms of this Agreement shall apply to any such subsequent updates and upgrades of the Platform.

The Account

As part of the opening of the Account, you shall be required to provide certain information to the Company, including as further detailed in the Privacy Policy (as defined below). Further, the registration to the Platform in order to open an Account may be done through connection to third parties’ software (such as Google Login).

You hereby represent and warrant that the Company has not disabled or terminated any Account under your name in the past for any reason. The Company reserves the right to verify the identity of any Agent as part of the registration for the opening of an applicable Account, to its complete satisfaction prior to opening an Account as an Agent. Such verification process may be done directly by the Company or indirectly via a third-party verification service, and the Company may request the Agent to provide a photocopy of any identification certificates, approvals or licenses or by any such other proof of identity or eligibility as the Company may deem fit. An Agent failure or refusal to provide the requested documentation or proof of identity or eligibility is grounds for denying access to the Platform or the opening of an Account.

In the event you register with the Platform as an Agent, you hereby represent that you are a licensed real estate agent under any applicable law, including within the jurisdiction in which the Agent is performing its services.

The password and username of the Account, which, together with the email address associated with the Account (the "Account Information"), will constitute your identification information to log into the Account. You are responsible to maintain the confidentiality of all of the Account Information provided for the purpose of logging into the Account (including, its username, password, or other identification information), using at least the same degree of care as you use to protect Your most confidential information. You shall be solely responsible for any activity on the Account and any activity that occurs as part of its access to the Platform and use thereof. The Company shall not be responsible for any unauthorized access to the Account or any loss that may occur as a result thereof.

You will contact the Company promptly if (i) you discover that any Account Information is lost, stolen, or disclosed to an unauthorized person; (ii) you reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of Account Information; or (iii) any other breach of security in relation to its Account Information or the Platform, that may have occurred or is reasonably likely to occur.

The Company reserve the right to disable or remove your Account at any time, including Your failure to comply with any of the provisions of this Agreement, or if activities occur on your Account which, in the Company’s sole discretion, would or might cause damage to or impair the Services or infringe or violate any third party rights, or violate any applicable laws or regulations.

Listings

Without derogating from anything herein, Listings may be uploaded to the Platform either (i) by an Agent, with respect to Listings managed by such Agent, acting directly on behalf of the owner of such Listing, (ii) by an End User that is the owner of the Listing, or (iii) by the Company, with respect to Listings managed by and/or advertised by third parties, based on publicly available information.

You may upload, post, transmit or otherwise make available to the Platform certain content regarding your Listings, such as related details and information, including without limitation, text, media, graphics, photos, locations, or a combination thereof, and a Link to the applicable Third Party Site (as defined below) in connection with the applicable Listing (the "Listing Content").

As part of the upload of a Listing to the Platform, you shall be required to submit certain information and details with respect to your uploaded Listing (including the Listing Content), as may be requested by the Company from time to time. In the event of any change to the Listing Content, you undertake to promptly update the Listing Content.

While posting a Listing, you hereby represent that (i) you are the owner, manager, or authorized representative to such Listing; (ii) you have the full power and authority to enter into this Agreement and to post the Listing and the Listing Content, including marketing, advertising and honoring any obligations and services published in connection with the Listing, and that there is no legal provision, contract or any other restriction on you to offer the Listing and all obligations associated as part of its use of the Platform; (iii) you have all the rights, permits, consents, and licenses necessary to perform the obligations associated with the use of the Platform, including in connection with any of its Listings; (iv) you are able to fulfil all of its obligations to prospective buyers or tenants of the Listing as well as its obligations in connection with this Agreement towards the Company and/or other users of the Platform; and (v) any of your Listings are managed and operated in accordance with all applicable laws, including any real estate regulations and requirements, and shall not infringe or violate any third party rights, or any applicable laws or regulations.

If you are an Agent providing a Listing, you hereby further represent that: (a) the owner of the property that is the subject of your Listing has provided its consent and authorized you to post the Listing to the Platform and doing so does not violate any term of your agreement with, or legal duties owed to, the owner of such property; (b) your broker (as applicable) has authorized you to post the Listing to the Platform and doing so does not violate any term of your agreement with, or legal duties owed to, your broker; (c) you have complied with all relevant laws, regulations, and policies, including those overseen or enforced by the applicable real estate licensing regulatory authorities; and (d) you are only submitting information that you know to be true and accurate, and you will update or remove your Listing immediately if you become aware that information included therein is or becomes untrue or inaccurate.

It is hereby clarified that the Company does not provide or endorse any Listings (including those Listings published by the Company within the Platform), and in no event will the Company be liable or responsible with respect to any Listings, including without limitation, whether any Listing(s) will be available or current as advertised and/or will be in accordance with the Listing Content.

You shall have sole and exclusive responsibility with respect to your Listing(s), and the respective Listing Content it publishes or uploads to the Platform. Any Listing or Listing Content must be (a) at any time true, fair, honest, accurate, up to date and complete; and (b) you acknowledge and agree that the Company has the sole discretion to determine the timing on which your Listing will be posted or uploaded to the Platform, and you further acknowledge that your Listing and the Listing Content might not be published immediately on the Platform.

Listing Content

The Listing Content may be received, collected or processed by the Company through features embedded in the Platform or during the performance of the Services. You hereby grant the Company an unconditional, irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, transfer, process, store, analyze, reproduce, make derivative works of, publish, transmit, and/or distribute, and to authorize others to view, access, use, publish and/or transmit the Listing Content in any format and on any platform, either now known or hereinafter invented, in order to perform the Services and any features of the Platform, and to exercise the Company’s rights and obligations under this Agreement, or otherwise in connection thereto.

You hereby further grant the Company a royalty-free license to use your name or image to identify you as the source of your Listing and the related Listing Content. The Company also has the right to disclose your identity to any third party who is claiming that any Listing Content posted or uploaded by you to the Platform constitutes a violation of their rights, including intellectual property or privacy rights.

You hereby undertake that the Listing Content or any Listings shall not: (i) violate or infringe upon any laws or regulations or any third party’s rights, (ii) violate or infringe any applicable local, state, national or international laws, rules or regulations of any applicable jurisdiction (including but not limited to any tax laws, consumer protection laws, real estate regulations, or laws governing the export and/or import of data, software or any other property); (iii) promote or incite terrorism, violence or criminal activity; (iv) is discriminatory, malicious, harassing, threatening, abusive, or promotes racism and bigotry toward any individual or group; (v) is pornographic, obscene, or otherwise inappropriate; (vi) includes encouragement of self-harm, suicide, or other dangerous behavior; (vii) facilitates illegal activities; (viii) incorporate materials from a third party website, addresses, email addresses, contact information, or phone numbers (other than yours or that you otherwise have the right to provide); and (ix) the Listing Content does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files, nor does it contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

You further acknowledge and accept that the Company may, but is not obligated to, modify, cut, crop, edit, pre-screen, remove, or monitor Listing Content or monitor the Platform where Listing Content may be submitted. The Company may remove at any time or refuse any Listing Content for any reason (including any Listing(s)). The Company reserves the right, in its sole discretion, to disable or delete any Account violating the guidelines and obligations set forth in Section 4 and Section 5 herein. Furthermore, the Company will have the right, but not the obligation, to review and monitor all use by its users of the Platform and their activity on the Platform, to ensure compliance with the terms of the License and this Agreement.

Without prejudice to any other right of the Company, upon any forbidden uses as described in this Agreement, the Company shall have the right to (i) prevent you from using the Platform and suspend the License, (ii) report your behavior patterns while using the Platform to third parties, (iii) disclose any Listing Content or activity on the Platform to any third party if the Company believes that disclosure is reasonably necessary to comply with any law, regulation, legal process or government request. The Company is not obliged to inform you of any of such disclosures; and (iv) take any other action that the Company may deem appropriate to protect its property and rights, as well as the rights of third parties.

Any Listing Content will be considered non-confidential and non-proprietary. You must not post any Listing Content on or through the Services or transmit to the Company any Listing Content that you consider to be confidential or proprietary. When submitting Listing Content through the Services, you agree and represent that (a) YOUR Listing Content will become public information, and may be published or transmitted by other users through any platform or application, either now known or hereinafter invented, and the Company shall have the sole control and discretion to whom and how to disclose and/or publish the Listing Content (including to other Users) through the Platform; (b) you own the Listing Content, or have received all necessary permissions, clearances from, or is authorized by, the owner of any part of such Listing Content, to submit it to the Platform.

You are and you shall be solely responsible for all Listings and Listing Content, and further agrees that the Company will not be liable for any use of your Listing Content by the Company, other users of the Platform, or by a third party in accordance with the terms of this Agreement. Unless otherwise represented explicitly, to the fullest extent permitted by law, the Company shall not be responsible for any access to the Listing Content or to the results of processing of the Listing Content, by any third party. The Company shall have the right to collect and analyze the Listing Content, and other data or information relating to the engagement hereunder, including the provision, use and performance, by you or by others, of the Services and the various aspects of the Platform and related systems and technologies.

Consideration

You may be able to purchase access to certain Services or features in the Platform in exchange for payment of a recurring subscription fee, according to your respective Subscription Tier and its payment terms and rates (the "Paid Services"). Additionally, certain features of the Platform that are currently available for its user free of charge may be transitioned into Paid Services, and contrarily, at the Company’s sole discretion.

The Company may change the prices applicable to the Paid Services from time to time at the Company’s sole discretion, and such change will become applicable on the next billing term.

The Paid Services are automatically-renewing subscriptions. By purchasing a Paid Service, you hereby acknowledge and agree that your Paid Service will automatically renew at the end of the relevant subscription period, unless you cancel your Paid Services subscription. To avoid charges for a renewed subscription period, you must cancel your Paid Services subscription by providing the Company with written notice through the Platform, at least [14 days] before the end of the then current subscription period. Deleting your Account does not cancel your Paid Services subscription. All amounts paid shall be non-refundable, non-cancellable and non-creditable.

Payment of the Paid Services will be made by providing the Company with permission or details of your credit card, debit card, PayPal account, Apple Pay account or the like, which will be processed by a third party processor.

Intellectual Property

Notwithstanding anything to the contrary herein, the Platform, the Services, the information and other content available on the Platform for your view and use, including the Reports, if any (other than the Listing Content) (the "Platform Content"), and any other content embedded therein, including without limitation, materials, text, photos, logos, any graphical display of data, designs, sounds, figures, analysis, statistics and any other content, and all Intellectual Property Rights therein, as well as any Feedback (as defined below) (collectively, "Company’s IPR"), are exclusively owned by the Company or its licensors.

Except for the License, and as expressly provided herein, no other rights or licenses whatsoever, expressed or implied, are granted by the Company to you with respect to the Platform, the Services or the Company’s IPR, and you may only use the same in accordance with the terms of this Agreement.

"Intellectual Property Rights" means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patents, patent applications and patent rights, know how, inventions, research, data, and development activities and discoveries; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of the Company, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

Without limiting the foregoing, you may not, and may not permit or aid others, or allow any third party, to: (i) use the Company’s IPR, either solely or in conjunction with any other products, for any purpose other than for the purpose hereunder, or contrary to the terms of this Agreement; (ii) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, distribute, commercially exploit or pledge the Company’s IPR or any part thereof or your rights under the License; (iii) modify, display, disassemble, decompile, reverse engineer, revise, enhance, republish, create any derivative works, or otherwise merge or utilize all or any part of the Company’s IPR, with or into any third party materials or components or attempt to access or discover the Platform’s source code; (iv) make any changes or interfere in any way in the source code of the Platform, and upload any software or application that may harm or cause damage to the Company, the Platform or any other third party; (v) allow any other third party to use or access the Services, the Platform or the Account and agree to use reasonable efforts to prevent unauthorized access to or use thereof; (vi) use the Platform, the Services or the Platform Content in any illegal manner or for unlawful purposes; (vii) create an account with the Platform through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper; (viii) develop, support or use any means, including any automated device, script or bot, to scrape (such as access or copy in bulk, retrieve, harvest, or index any portion) the Platform or any data of any kind available on the Platform or related thereto, for any purpose; (ix) represent that you have any proprietary interest in the Company’s IPR or delete or modify any attributions, legal notices or other proprietary designations on the Company’s IPR; (x) contest the Intellectual Property Rights of the Company, to the Company’s IPR; (xi) interfere with or disrupt the integrity or performance of the Platform or the Company’s network or the data contained therein; (xii) engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Platform; or (xiii) Abuse the Platform in any way. “Abuse” means and include any of the prohibited activity outlined in this Section 7.2, including without limitation, direct or indirect violation or bad activity through the Platform or the Services, including copyright infringement, email spamming and network scanning.

The decision whether an Abuse occurred or not, shall reside with the Company at its sole discretion. Upon a decision by the Company that an Abuse has occurred, without derogating from any of the Company’s rights hereunder, the Company shall issue the User a notice to cease the Abuse.

Any feedback provided to the Company by you regarding the Platform, the Services or the use thereof, or any suggested improvements, enhancements or derivatives thereto, including to the Platform Content (the "Feedback") is welcome by the Company. You are not required to provide any Feedback, however, to the extent that you shall do so, such Feedback shall be solely owned by the Company, and shall not, under any circumstance constitute as your confidential or proprietary information. You hereby acknowledge that the Company may use such Feedback in any manner the Company sees fit, without restrictions or limitations, and without payment of any royalty or any other consideration.

Representations And Warranties

Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (ii) the execution of this Agreement and the performance of its obligations and duties hereunder does not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.

You hereby further represent and warrant that: (i) if you are (x) at least 18 years old, and (y) not considered a minor or under the age of majority adulthood in its specific jurisdiction (the Company reserve the right to request proof of age at any stage in order to verify compliance with this representation); (ii) you have the right, authority and capacity to enter into this Agreement and to abide by all the terms and conditions of this Agreement; (iii) your use of the Platform shall be in accordance with any and all applicable laws and regulations; and (iv) you are not (x) located in a country that is subject to any sanctions or embargos by the State of Israel, the United States or the European Union, or that has been designated by the State of Israel, the United States or the European Union as a “terrorist supporting” country; and (y) listed on any list of prohibited or restricted parties published by the State of Israel, the United States or the European Union.

Privacy and Data

By virtue of this Agreement, the Company may have access to certain personal data regarding individuals. You acknowledge and agree that except as described in this Agreement, any content, data, and information you enter into or upload to the Platform (including the Listing Content and personal data) or that the Company collects in connection with your use of the Platform or the Services (collectively, "Data") will be processed as described in the Privacy Policy, available at: [Please Insert Link to Privacy Policy], as may be amended from time to time (the "Privacy Policy").

You are solely responsible for Data as entered into, supplied, accessed, or used by you, and for complying with any privacy and data protection laws and regulations applicable to you with respect to the Data or your use of the Platform. You represent and warrant that you have obtained and will maintain all rights, consents, and authorizations required to grant the Company the rights and licenses set forth herein and to enable the Company to exercise its rights under the same and to provide the Services without violation or infringement of the rights of any third party, including with respect to privacy rights under any privacy and data protection laws and regulations applicable to you.

You hereby grant the Company, and the Company hereby accepts, a non-exclusive, non-transferable license, to use the Data in an anonymized manner for the Company’s internal purposes.

The Company may utilize Artificial Intelligence ("AI") and generative AI to provide you with some of the Services and features of the Platform, including via third-party providers. The Company has the right to use such AI services for the Company’s business purposes, including for training, testing, tuning, optimizing, validating, or otherwise enhancing the analytics, models, or algorithms underlying the Services and the Platform. You acknowledge and agree that any modification in services provided by any such third-party provider may impact, modify and in certain cases, cease the availability, functionality, outputs and performance of the AI. You further agree to sharing the Data with third-party providers to generate any AI output and to train the model.

You further acknowledge that the nature of AI technology is such that it is difficult to fully control and predict outputs. The Company does not represent or warrant that any AI output will meet the User’s needs or expectations, and disclaims all responsibility and liability for the accuracy, completeness, relevancy, intellectual property compliance, legality, decency, quality, or any other aspect of such output. Additionally, the Company expressly disclaims any liability for potential biases, errors, inconsistencies, or unintended consequences that may be present in the AI output. The AI output may not be unique to you, and different users of the Platform may receive AI output that is identical or similar to that presented to others.

Disclaimer Of Warranties

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE PLATFORM, THE SERVICES, THE PLATFORM CONTENT, THE REPORTS AND ANY OTHER CONTENT OR DATA AS MAY BE DISPLAYED ON THE PLATFORM (INCLUDING ANY LISTINGS AND LISTING CONTENT) ARE PROVIDED "AS-IS", "AS-AVAILABLE" AND "WITH ALL FAULTS" BASIS, AND THE COMPANY MAKES NO OTHER WARRANTIES AND EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

THE COMPANY DOES NOT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE PLATFORM AND IT IS NOT RESPONSIBLE FOR THE AVAILABILITY, ACCURACY, APPLICABILITY, COMPLETENESS, OR LEGALITY OF ANY INFORMATION, DATA, DOMAIN, INCLUDING THE PLATFORM CONTENT, THE LISTINGS, THE LISTING CONTENT OR THE REPORTS.

FURTHER, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT: (I) THE PLATFORM, THE SERVICES OR THE PLATFORM CONTENT OR ANY OTHER PLATFORM AS MAY BE DISPLAYED ON THE PLATFORM (INCLUDING ANY LISTINGS AND LISTING CONTENT) SHALL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE PLATFORM SHALL NOT CONTAIN ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY; (III) THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR THAT IT WILL BE ABLE TO BE USED AT ANY TIME; (IV) THE PLATFORM, THE SERVICES THE PLATFORM CONTENT OR THE REPORTS WILL MEET THE YOUR REQUIREMENTS.

IT IS FURTHER CLARIFIED AND EMPHASIZED THAT ALL PLATFORM CONTENT, INCLUDING WITHOUT LIMITATION THE REPORTS, IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE ANY ADVICE AND/OR A SUBSTITUTE FOR PROFESSIONAL ADVICE OR REVIEW THAT TAKES INTO ACCOUNT THE PERSONAL NEEDS, PREFERENCES AND PERSONAL CHARACTERISTICS OF THE SPECIFIC PERSON. THE COMPANY IS NOT SOLICITING ANY ACTION BASED ON THE PLATFORM CONTENT OR ANY LISTING CONTENT. YOU ARE ADVISED TO CONSIDER MAKING FURTHER INSPECTIONS AND REVIEW OF ADDITIONAL MATERIALS, NOT RELATED TO THE PLATFORM, WITH RESPECT TO ANY LISTING.

THE COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION TO THE PLATFORM AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO THE USER, OR ANY OTHER THIRD PARTY AS A RESULT OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THE SERVICES OR IN CONNECTION WITH USE OF OR RELIANCE ON THE PLATFORM OR ANY OTHER INFORMATION DERIVED THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION, THE PLATFORM CONTENT, THE LISTINGS AND LISTING CONTENT. IN ADDITION, THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS TO USER’S SYSTEMS OR FOR THE USE OF THE PLATFORM BY YOU.

The Company is not responsible for any problems or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Platform and your browser and/or other equipment. Without derogating from the above, the Company does not assume any responsibility or risk for your use of the internet. Further, the Company shall not be liable for any failure to perform any of its obligations hereunder resulting from circumstances beyond the Company’s reasonable control, such as strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, internet or other technology failures, pandemic or epidemic.

Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO USER OR ANY THIRD PARTY FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE PLATFORM CONTENT OR THE REPORTS, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ANY EVENT, THE COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED AN AGGREAGTED AMOUT OF USD [100].

The limitations contained in this Section 11 are considered reasonable by the Parties having regard to the circumstances which are known to or in the contemplation of the Parties at the date of this Agreement, and the availability of insurance to the Parties.

Indemnification

You hereby agree to indemnify and hold the Company harmless from any and all damages, liabilities, costs, losses or expenses (including reasonable attorney fees) arising out of any claim, demand, or action ("Claim") by a third party arising from or in connection with (i) your access or use of the Platform, or any such use by a third party authorized to do so by you, (ii) any breach of your responsibilities, obligations, representations or warranties under this Agreement, or (iii) any of your respective Listing Content, Listings, or other data provided by, or obtained by Company from, you.

The Company shall notify you in writing of the Claim and shall make commercially reasonable efforts to provide you with reasonable assistance and information.

Third Party Links and Content

The Platform may contain links, content, advertisements, promotions, logos and other materials (the "Links" and the "Third Party Materials", respectively) to platforms, websites or software that are controlled or offered by third parties, including but not limited to, with respect to Listing(s) (either published by you or by the Company) (the "Third Party Sites").

The Company does not verify, make any representations, or take responsibility for these Third Party Sites, including the truthfulness, accuracy, quality, or completeness of the content, services, links displayed, or other activities conducted on or through the Third Party Sites. The Company does not endorse, sponsor, is affiliated with, or make any representations about the Third Party Sites or any information, material, or results that may be obtained through the use of Third Party Sites, and hereby caution you to ensure that you understand the risks involved in using such Third Party Sites or purchasing anything via these Third Party Sites, and to verify all information within the Third Party Sites before relying on it.

If you decide to access any of the Third Party Sites, you may do this entirely at your own risk, and you must follow the privacy policies and the terms and conditions for such Third Party Sites.

The display of these Third Party Materials in the Platform is as a convenience only, and under no circumstances will you hold the Company liable, directly or indirectly, for any loss or damage caused by use of or reliance on any content, goods or services available on any Third Party Site.

General

You are solely responsible to obtain and maintain, at your own expense, all necessary computer hardware, modems, connections to the internet and other items required to access and use the Platform and the Services, and to make sure that such equipment is compatible with the Platform.

Subject to the provisions of Section 6.3, you may terminate this Agreement at any time by deleting your Account and ceasing to use the Platform. The Company shall have the right to suspend or terminate the License and your use of the Platform immediately, at any time, upon your failure to comply with any of its obligations hereunder. Upon termination of the Agreement, you shall cease use of the Platform and the Services, and the Company shall be entitled to cancel the License, disable the Account and terminate your access to the Platform.

Notwithstanding the termination or expiration of this Agreement, Sections 4 (Listings), 5 (Listing Content), 6 (Intellectual Property), 9 (Privacy and Data), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification) and 14 (General) shall survive and remain in effect in perpetuity.

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements, sales orders, or other instrument between the parties. The Company may change and update the terms of this Agreement from time to time. By continuing to use the Platform after any changes come into effect, you deemed to agree to such revised terms.

The Parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. The transmission of information to or from the Platform does not create between the Parties any relationship that deviates from those specified in this Agreement.

You may not transfer or assign your rights or obligations under this Agreement to any third party without the Company’s prior written approval. The Company may assign its rights or obligations under this Agreement at any time.

All notices will be made in writing and given by personal delivery, overnight courier, email or other means of transmission or by certified or registered mail to contact information mentioned above or the last contact information provided by a Party following the Effective Date.

The failure of either Party at any time to require performance by the other of any provision herein will not affect the right of such Party to require performance at any time thereafter, nor will the failure of either Party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.

Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision. The headings used herein are for the convenience of the Parties only and will not affect the interpretation of this Agreement.

This Agreement shall be governed by the laws of the State of Delaware, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The parties each consent to the exclusive jurisdiction of the federal and state courts located in the State of Delaware, and waive any objection to venue in such courts. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive and other equitable relief, without the necessity of showing actual monetary damages in any jurisdiction in the event of an actual or threatened breach.