Customer Agreement

PERFECT HOME INFORMATION TECHNOLOGY CUSTOMER AGREEMENT

This Customer Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Services and Platforms (as defined below) and is an agreement between Perfect Home Information Technology LLC (“Homeapp.ae,” “we,” “us,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 15 for definitions of certain capitalized terms used in this Agreement.

Scope and Application of the Contract
1. The Contract is deemed effective between the parties upon acceptance and shall remain in force until either party provides notice of termination through a customer "Support Request" on homeapp.ae. Your Affiliates may not use the Services under your Contract and must enter into a separate contract with us.
2. Your Contract, including this Agreement, governs the use of the Platforms by your Users. Your obligations under the Contract apply to your Users as well.
3. You accept your Contract (i) by clicking the “I Accept” button and/or checking the box to accept these terms; (ii) through the use of the Services; or (ii) by continuing to use the Services after being notified of a change to this Agreement.
4. There may be circumstances where you are entering into the Contract on behalf of a company or any other legal person affiliated to you. In such cases:

you warrant and represent that you have the authority, necessary licenses, permits and consents to enter into the Contract on behalf of such company or legal person. We can direct you to furnish proof thereof.
you will (prior to the commencement of your Contract) provide us a copy of the relevant Government Identity issued to you.
you and the company or other legal person are jointly and severally liable in respect of all the obligations under your Contract.
1. We reserve the right to refuse to provide any Service at our absolute discretion, including if:

you do not have the authority to act on behalf of the owner of a property for which Listings are published.
you are not in compliance with Applicable Law.
1. You acknowledge and agree that certain services related to or in connection with this Agreement may be provided by third parties, including Davima Real Estate LLC, where applicable. In such cases:

These third parties may be required to hold specific licenses, permits, or authorizations under applicable laws to deliver the services;
We make no representation or warranty regarding the qualifications, licenses, or performance of such third parties; and
Any engagement with third parties, including reliance on their services, is solely at your discretion, subject to their applicable terms and conditions.
1. The provision of services by third parties, including Davima Real Estate LLC, does not establish any agency, partnership, or employment relationship between us and the third party. We are not liable for any act, omission, or default of such third parties in providing their services to you.

Your Responsibilities
1. You warrant and represent that you will:

only create Listings for properties that are available to buy or rent;
provide verified and accurate information and quality real estate marketing material for listings on our Platforms. You acknowledge that we are not responsible for any errors or inaccuracies in the information or marketing materials provided.
obtain and possess necessary permits to market and publish the Listings on our Platforms. Upon request, you will provide certified proof of any required permits to us. You acknowledge that we hold no responsibility for your obtaining and possessing any of the required permits for publishing and marketing the Listings; in case you do not have it, we may assist you in obtaining these permits under the requirements of applicable laws.
ensure that you do not make (or authorize the insertion of) any reference to us, our Brand or our Platforms in any document (including promotional or merchandising material) or any website without our prior written consent;
comply with and abide by all Applicable Laws, including circulars and guidelines concerned with real estate, or the subject matter of your Contract;
immediately remove the Listing by notifying us upon (i) a property going “under offer”, (ii) a sale or leasing contract being entered into in respect of a property, or (iii) a property being taken off the market;
publish only one (1) Listing for a particular property (including through your Affiliates);
hold all necessary licenses, authorizations and consents to use, display, reproduce, publish the Content and have the capacity, authority and right(s) to grant us a license for the Content;
not infringe and/or use our Intellectual Property Rights, including in a manner that prejudices us or is harmful, defamatory or derogatory to our Brand or our reputation;
not misuse or corrupt (or allow to be misused or corrupted) any of the Services provided to you;
provide us with accurate information about you and the owner, information related to the Listing property which is required to provide you the Services.
provide us with a valid phone number and e-mail address where we can contact you.
ensure that only you have access to the Services;
provide Content in a format compatible with any technical specifications issued by us from time to time;
if you are acting on behalf of a property owner, provide all documentation as requested by us to prove your authority to act on behalf of the property owner (including but not limited to any power of attorney);
have, and during the Listing Term maintain, the rights to market, rent or sell the properties specified in your Listings and will inform us promptly if you lose the rights to market, rent or sell the property set out in the Listing;
act in a manner that is consistent and compliant with Data Protection Laws and our Privacy Policy.
1. You acknowledge and agree that:

you have read and agree to be bound by the terms of all legal notices posted on the Platforms, including our Privacy Policy;
by using the Service, you grant us an irrevocable, world-wide, royalty free license to commercialize, reproduce, display, publish, copy, share, license to other persons and otherwise use the Content (or data or other information derived therefrom) for the purpose of performing our obligations under the Contract, to provide the Services, create suitable algorithms/products necessary to improve the Services and/or for general analytical purposes. This license shall survive the termination of the Contract. You agree that unless required by Applicable Laws, we will not be required to identify you as the source of the Content in any medium through which the Content or any derivative thereof is published or displayed;
we are not responsible for any errors or omissions in the Content, and we make no warranty nor any representations about the accuracy or completeness of your Content;
you are responsible for, and must pay the cost of, all telecommunications and Internet access charges incurred when using our Platforms;
you are responsible for the security and integrity of your Content and data generally;
transmission of data over the Internet can be subject to errors and delays;
we may contact you from time to time to make you aware of opportunities, products and services offered by us or our affiliates and our business partners. You further give us your permission to contact you via telephone or any electronic media for that purpose;
we may immediately remove a Listing that is subject to the Sole Listing Rights of another agent;

Content Quality Responsibilities
1. You warrant and represent that your Content and Listing:

is not (i) unlawful (nor does it encourage unlawful conduct), defamatory, false, misleading, obscene (including pornographic, hateful, racially, or ethically offensive material) and/or otherwise inappropriate, and (ii) having regard for the purpose of our Platforms, is not likely to cause offence or is against public policy, and (iii) will not expose us to any liability, legal proceedings or other sanction;
does not, in any manner, infringe our Intellectual Property Rights or the Intellectual Property Rights of any third party;
is in all respects true, complete and accurate and that you will promptly update or correct the Content on becoming aware of any errors or inaccuracies;
complies, and will continue to comply, with any guidelines we issue from time to time;
complies, and will continue to comply, with any Listing requirements defined by us;
refers only to details of a particular property and any reference to material other than the details for a property must receive our prior written approval;
does not directly or indirectly involve advertising or marketing anything other than a particular property; and
does not violate the terms, policies or agreements of third parties, including but not limited to our third-party service provider’s terms of use.
1. You acknowledge and agree that:

we are not under any obligation to monitor or censor the Content generated by you. However, we reserve the right to do so, in our absolute discretion, without notice to you;
we may remove, cause to be removed, amend or decline to display any Content or Listing on the Platforms, or direct you to modify the Content or Listing to meet the requirements of this Agreement or Applicable Laws;
we reserve the right to change, at any time, the rules, regulations, restrictions, or procedures for any Listing or Content uploaded or submitted to us for uploading (including the type of Content or the amount of Content); and
using the Service to advertise your business other than for property, is not acceptable. Any reference to material other than details for a property or real estate development must receive our prior written approval.

Listings
1. You should upload a Listing via our customer management system.
2. You acknowledge and agree that:

we do not, in any manner, promise or guarantee any leads or minimum number of leads or impressions;
once a Listing Request has been accepted, we do not promise or guarantee that any subsequent changes made by you will be reflected on the Platforms;
1. Without prejudice to any other rights available to us under this Agreement, we may remove any Listing from our Platform if any of the following events (each a “Disqualifying Event”) occur:

the details of the real estate property in a Listing, are inaccurate or misleading or if the property is unavailable for any reason;
the property set out in the Listing has been sold, rented or foreclosed upon, or is going under offer;
failure of the Listing to satisfy the Listing requirements defined by us;
the price or rent of a property set out in the Listing does not match the request of the property owner or the property owner’s representative; or
the Listing is subject to the Sole Listing Rights of another agent.

Fees and Payment

We provide service free of charge until further notice. In case of change the new agreement will be offered to be signed.

Limited Access, Suspension, Termination and Expiry
1. Either party may terminate this Agreement at any time by providing a notice of termination.
2. Without limiting our rights, we may immediately (i) sanction you; (ii) suspend or limit the Service; (iii) remove from our Platforms your Listings, details of any property, agent, or other information, uploaded by you to our Platforms; (iv) terminate your Contract; and/or (v) impose a fine, claim damages and/or seek compensation from you, if:

you breach any part of your Contract and fail to rectify that breach within seven (7) days of us giving notice requiring rectification;
you violate this Agreement (or any terms thereof);
you fail to comply with any of the Content Quality Responsibilities;
you engage in any unlawful actions while using or accessing our Services and the Platforms.
you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or
you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.

Data Protection
1. You consent to the storage and processing of your Content on the Platform. If we pass on details of Property Seekers and such details contain Personal Data (as defined by Data Protection Laws), you acknowledge that you will be the Controller (as defined by Data Protection Laws) of the copy such Personal Data and shall comply with applicable Data Protection laws.
2. You warrant and represent that, if you provide us (directly or indirectly) with Personal Data relating to any individual, you shall have obtained that individual's consent to (i) process, use and store that Personal Data for the purpose of providing of the Services and (ii) transmit that Personal Data to us and other third parties (including to countries that do not maintain adequate data protection standards) to process, use and store for the purpose of providing the Services.

Limitation of Liability
1. Exclusion of Liability

We shall not be held liable for any loss, damage, or liability arising from:

Your breach of any obligations under this Agreement; or
Delays or failures in performance caused by factors beyond our reasonable control, including but not limited to system outages, viruses, or other technical defects affecting the Platform.
1. Scope of Exclusion

To the fullest extent permitted by applicable law, we expressly disclaim and exclude liability for:

Indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, business opportunities, goodwill, or data;
Damages arising from inaccuracies, omissions, or errors in the Content provided by you or third parties.
1. Limitation of Remedy

Our liability for any claims, regardless of the legal basis, shall be limited to:

Resupplying the affected Service; or
The cost of resupplying the affected Service, whichever is lower.
1. Cumulative Cap on Liability

Under no circumstances shall our total aggregate liability under this Agreement exceed the cost of resupplying the affected Service.

No Warranty

We make no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Services are provided "as-is," and you acknowledge that errors, interruptions, or delays may occur.

Indemnification

You will indemnify, defend, protect, and hold harmless, us and our Affiliates and each of their respective directors, officers, employees, contractors and agents (each an “Indemnified Party”) to the fullest extent permitted by law, from and against any actual, alleged, threatened, pending or completed disputes, claims (including without limitation, claims by any third party, any governmental or regulatory agency), actions, investigations (each, a “Claim” and, collectively, “Claims”), damages (including punitive, special, consequential, indirect, exemplary or incidental damages), losses, reasonable attorneys’ fees, costs, expenses, and settlement amounts (each, a “Loss” and, collectively, “Losses”), whether or not well founded in law or fact, which arise out of or are directly or indirectly related to (i) your Contract; (ii) any inaccuracy, untruthfulness or the breach or alleged breach by you of any representation or warranty; (iii) the performance or non-performance by you of any obligations under your Contract: regardless of when the Loss occurs or the Claim is asserted, commenced or threatened.

Disclaimers

The services are provided “as is.” except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, we and our affiliates and licensors (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the services or the third-party content, and (b) disclaim all warranties, including any implied or express warranties (i) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (ii) arising out of any course of dealing or usage of trade, (iii) that the services or third-party content will be uninterrupted, error free or free of harmful components, and (iv) that any content will be secure or not otherwise lost or altered.

Governing Law and Dispute Resolution
1. Unless specified in additional agreement, by default, the Law governing your Contract and the dispute resolution mechanism, is as under:

The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the laws of the United Arab Emirates. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the United Arab Emirates.
The enforcement of our rights arising out of or in connection with a cheque provided by you, or on your behalf (when such cheque is not honored by a bank in the United Arab Emirates, for any reason) shall be governed by and interpreted in accordance with the laws of the United Arab Emirates. In such event, the Parties irrevocably submit to the exclusive jurisdiction of the courts of the United Arab Emirates.
1. We may enforce our rights under the Contract through the Perfect Home Information Technology LLC or through any of our affiliates.

General Terms
1. We may change this Agreement at any time on written notice. You acknowledge that our publishing of the amended version of this Agreement on our Platforms constitutes written notice to you of such changes. You are encouraged to frequently visit our website in order to be updated about the changes to this Agreement.
2. We will not deal with or provide any services or products to any of OFAC (Office of Foreign Assets Control) sanctioned countries in accordance with Applicable Law.
3. Notwithstanding anything to the contrary in this Agreement, we reserve the right to change the algorithm’s used in any Services or products and which may form part of your Contract, at any time during the Contract Term, at our sole discretion.
4. We reserve the right to add any new products to the Services at any time. Your Contract will not include any such new products unless we both agree.
5. No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.
6. Any notice/s must be sent by e-mail, prepaid post or delivery courier to your or our last known address, in the English language.
7. You must not assign any part of the Service and/or your obligations set out in the Contract, without our prior written consent.
8. We treat all Personal Data in accordance with the Applicable Laws and our Privacy Policy.
9. If any term of the Contract becomes for any reason invalid or unenforceable under Applicable Law or by a court having jurisdiction over Applicable Law, then the validity and enforceability of the remainder will not be affected.

Definitions
1. In this Agreement, the following definitions apply:

“Applicable Law(s)” means any law, statute, rule, regulation, code, decree, judgment, directive, by-law, order, guideline or other legislative measure (whether or not having the force of law but which, if not having the force of law, is generally complied with) of any government, statutory, regulatory, self-regulatory or similar body, authority or court, as amended, replaced, re-enacted, restated or reinterpreted from time to time;

“Brand” means the Homeapp.ae brand and all Intellectual Property Rights owned or used by us;

“Content” means any and all content in respect of (i) a Listing, including all its details such as photographs, images, videos, prices, amenities, distances, plans etc.; (ii) your details, including the photographs and details of your employees, contractors, licensed agents and/or brokers; and (iii) your Intellectual Property Rights;

“Contract” means this Agreement, and where applicable, Product Specific Terms and Conditions;

“Contract Term” means, the duration of the Contract

“Data Protection Laws” means those laws applicable to the collection and processing of personal data in relevant jurisdictions;

“Disqualifying Event” has the meaning set out in Section 4.3;

“Intellectual Property Rights” or “IP” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade names, logos, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Listing” means the Content in respect of a real estate property displayed by you on our Platforms;

“Location(s)” means your physical location or a location where we deem you have the right to promote your Listings;

“Mobile Application” means the mobile application developed and operated by us, including its regional releases;

“Platform(s)” means the Mobile Application, Website and any other technological platforms or innovations used and/or operated by us to deliver the Services;

“Product(s)” means the technological innovation owned and developed by us to provide the Service (or a portion thereof) to you;

“Product Documentation” means the documentation containing the description and specification of each of the Services;

“Property Seeker(s)” means visitors or consumers who use the Platforms to browse, buy and/or rent real estate properties;

“Product Specific Terms and Conditions” means additional terms and conditions that relate to specific Product and/or Services and, in addition to this Agreement, apply to you and your Subscription;

“Service(s)” means the service(s) provided by us, and described in detail in the Product Documentation;

“Sole Agent Form” means a form approved by us and signed by the property owner or the property owner’s authorized representative granting you or your agent the exclusive right to market, rent or sell a specific real estate property;

“Sole Listing Rights” means the right to have a particular property advertised exclusively through you or your agent, as set out in a Sole Agent Form;

“User” means a legal person (i) who is authorized by you to use a Service; (ii) for whom you have ordered the Service; (iii) and to whom a user identification and password has been created by you, as part of your Subscription;

“Website” means https://www.homeapp.ae, and includes all regional domains (ccTLDs) registered to Perfect Home Information Technology LLC or Davima Real Estate LLC;

“we”, “our”, “us”, or “Homeapp.ae” means the applicable Perfect Home Information Technology LLC and its affiliates and their respective employees, officers, agents, and/or assigned parties;

“you”, “your”, or the “Customer” means you, who is either a property owner, a person referring a property or a licensed real estate broker or agent, and subject to your Contract, a recipient of the Service(s);

You acknowledge and agree that we may, at our sole discretion and without your consent, assign our rights and obligations under your Contract to any member of our group. In such case your obligations under your Contract will endure to the benefit of such member of our group.

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