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 the applicable PropertyKey Contracting Party specified in Section 15 below (“PropertyKey,” “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 or sign an Order Form incorporating this Agreement  (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. In the event of a conflict between this Agreement and the Order Form, this Agreement shall prevail. Please see Section 15 for definitions of certain capitalized terms used in this Agreement.

1. Scope and Application of the Contract
   1. Our Services are designed to help your business. We are committed to an agency business model, and we will never pursue business models that compete with you by assuming the role of a real estate broker or agent. Neither will we directly or indirectly, solicit, interfere with, or otherwise seek to establish an employment relationship with your real estate brokers or agents outside of the scope of the Services provided under this Agreement.
   2. The Contract is effective between you and us. Your Affiliates may not use the Services under your Contract and must enter into a separate contract with us.
   3. Your Contract, including this Agreement, governs (i) the activity on your Account, the Division Accounts, the User Accounts; and (ii) the use of the Platforms by your Users. Your obligations under the Contract apply to your Users as well.
   4. You accept your Contract (i) by signing your Order Form (either digitally or by physical means); (ii) through the use of the Services; or (ii) by continuing to use the Services after being notified of a change to this Agreement.
   5. 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: 
      1. you warrant and represent that you have the authority, necessary licences, permits and consents to enter into the Contract on behalf of such company or legal person. We can direct you to furnish proof thereof. 
      2. you will (prior to the commencement of your Contract) provide us a copy of the relevant Government Identity issued to you.
      3. you and the company or legal person are jointly and severally liable in respect of all the obligations under your Contract.
   6. We reserve the right to reject any Order Form or refuse to provide any Service at our absolute discretion, including if:
      1. you are not a licensed real estate agent, broker, developer or hotel apartment provider;
      2. you do not have the authority to act on behalf of the owner of a property for which Listings are published. 
      3. you are not in compliance with Applicable Law.
2. Your Responsibilities
   1. You warrant and represent that you will:
      1. only create Listings for properties that are available to buy or rent;
      2. identify all lead(s) received from us to your agents, your Affiliates and your Users as being received from PropertyKey, and you will not combine, mix or associate a lead received from PropertyKey with or in a pool of leads that you have received from a third party platform or CRM;
      3. be the holder of a valid license as a real estate broker, hotel apartment or real estate developer in the Location;
      4. 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;
      5. 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;
      6. comply with and abide by all Applicable Laws, including circulars and guidelines concerned with real estate, or the subject matter of your Contract;
      7. immediately remove the Listing or mark it as “Under Offer” 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;
      8. publish only one (1) Listing for a particular property (including through your Affiliates);
      9. 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;
      10. 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;
      11. not misuse or corrupt (or allow to be misused or corrupted) any of the Services provided to you;
      12. provide us with a valid telephone number where we can contact you. Where a trackable telephone number has been allocated to you, you will allow us to monitor telephone calls between you and any other party who has contacted you through our Platforms. You will take no actions that would interfere with such monitoring, and you agree that we and our suppliers may record such telephone calls;
      13. ensure that only your authorized persons have access to the Services;
      14. provide Content in a format compatible with any technical specifications issued by us from time to time;
      15. 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);
      16. 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;
      17. act in a manner that is consistent and compliant with Data Protection Laws and our Privacy Policy.
   2. You acknowledge and agree that:
      1. you have read and agree to be bound by the terms of all legal notices posted on the Platforms, including our Privacy Policy and our Cookie Policy;
      2. 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;
      3. 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;
      4. you are responsible for, and must pay the cost of, all telecommunications and Internet access charges incurred when using our Platforms;
      5. you are responsible for the security and integrity of your Content and data generally;
      6. transmission of data over the Internet can be subject to errors and delays;
      7. 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;
      8. we may immediately remove a Listing that is subject to the Sole Listing Rights of another agent;
      9. you will not use any tracking data obtained by cookies or using tracking tools on our Platforms to target, re-target, advertise or interact in any way with visitors or users of the Platforms;
      10. the Services will not be activated, and Credits (or Listing Tokens) shall not be delivered to your Account until payment of the Fee (or periodic installments thereof) has been received by us;
      11. if you wish to use a third-party CRM providers to publish data on the Platforms using an XML feed, such CRM provider must (i) be on our pre-approved list of CRM providers; (ii) must expressly agree to and comply with our terms and conditions for CRM providers, published on our Platforms (“CRM Conditions”).  A breach of the CRM Conditions by the CRM providers could result in a suspension of the feed.  It is your responsibility to assure that your CRM provider complies with the CRM Conditions.  A CRM provider who provides any CRM services will be deemed to have acknowledged and accepted the CRM Conditions.
      12. if you access or use any Application Programming Interfaces (“APIs”) made available by us, you shall do so in full compliance with our API Access Terms, as published and updated from time to time on our Website (the “API Access Terms”). You shall also ensure that any third party accessing or using (directly or indirectly) the APIs on your behalf (including but not limited to, your Users, your CRM providers, system integrators, or other service providers engaged by you) complies with the API Access Terms at all times. You shall be fully responsible and liable for any breach of the API Access Terms by your Users or by any third party acting on your behalf.
3. Content Quality Responsibilities
   1. You warrant and represent that your Content and Listing:
      1. 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;
      2. does not, in any manner, infringe our Intellectual Property Rights or the Intellectual Property Rights of any third party;
      3. 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;
      4. complies, and will continue to comply, with any guidelines we issue from time to time;
      5. complies, and will continue to comply, with any Listing requirements defined by us;
      6. 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;
      7. does not directly or indirectly involve advertising or marketing anything other than a particular property; and
      8. 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.
   2. You acknowledge and agree that:
      1. 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;
      2. 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;
      3. 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
      4. 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.
4. Credits and Listings
   1. For you to use a Credit or Listing Token towards a Listing you must:
      1. be registered as an “Administrator” or “Agent” in our Customer management system;
      2. have sufficient Credits in your Account (to be utilized within the Credit Term); and
      3. upload a Listing via our Customer management system.
   2. You acknowledge and agree that:
      1. we do not, in any manner, promise or guarantee any leads or minimum number of leads or impressions;
      2. if we do provide you with any leads, you undertake to always properly identify this to your agents, your Affiliates and your Users as a lead(s) received from PropertyKey;
      3. you cannot pause, cancel, or get a refund for any Credit, including but not limited to if a Listing is not displayed during a part or for the entirety of the Listing Term, or you decide to change the type of product or service used for such Listing (for example by upgrading from a ‘Standard’ listing to a ‘Featured’ or ‘Premium’ listing.
      4. any loss of a Credit that results from a Disqualifying Event shall not qualify for a refund or compensation of any kind.
      5. once a Listing Request has been accepted, you cannot pause the Service or utilize such Credits for another Listing;
      6. 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;
      7. all Credits which have not been utilized by the end of the Credit Term will expire and will not roll over to the next Credit Term.
      8. all Top-Up Credits which have not been utilized before the end of the Credit Term will expire at the end of such Credit Term.
      9. all Credits which remain unused at the end of the Contract Term will be deemed to have been used and will automatically and permanently expire.
   3. 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:
      1. the details of the real estate property in a Listing, are inaccurate or misleading or if the property is unavailable for any reason;
      2. you fail to properly identify a lead(s) as being received from PropertyKey and/or you combine, mix or associate a lead received from PropertyKey with or in a pool of leads that you have received from a third party platform or CRM;
      3. the property set out in the Listing has been sold, rented or foreclosed upon, or is going under offer;
      4. failure of the Listing to satisfy the Listing requirements defined by us;
      5. 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
      6. the Listing is subject to the Sole Listing Rights of another agent.
5. Fees and Payment
   1. You shall pay the Fees to us through such methods of payment as we deem appropriate. Such methods of payment will be displayed to you in the customer management system, at the time you order the Services through an Order Form.
   2. The Fees shall become due and payable by you at the start of the Contract Term. In the event that a periodic payment method is chosen by you, a pro-rata portion of the Fee shall become due and payable at the start of each Credit Term.
   3. Subject to your payment of the Fee (or any instalment thereof) on or before it’s due date, your Account will be delivered with the number of Credits (or Listing Tokens, in case of a Listing Package) set forth in the Order Form at the beginning of your Credit Term.
   4. In order to secure all your payment obligations, we may demand, and you shall provide within a period of seven (7) days from start of your Contract Term (or such other period that we determine), a cheque for an amount equivalent to the total Fee. However, we may, at our sole discretion, limit the access to your Account after five (5) days (ie., before the expiry of the seven (7) day period).
      1. In the event that you fail to fulfill any of your payment obligations to us, we shall be entitled to present such cheque to the bank for encashment. In such case, we will recover the entire Fee due to us by you, including any fines levied by us in respect such non-payment. Any excess amount encashed by us shall be returned to you.
      2. In the event the cheque bounces for whatever reason, we shall have the right to claim the value of the cheque in accordance with applicable Laws (for example, Law of the United Arab Emirates, if your Contract is based in the United Arab Emirates), and you shall not dispute our right in any way, including but not limited to any subjective dispute, commercial dispute etc.
   5. During the Contract Term, you are permitted to purchase Top-Up Credits and Upgrade Credits by submitting a new Order Form, which is subject to acceptance by us.
      1. Upgrade Credits are considered to be an upgrade to your initial Credits package, and you shall receive (subject to payment being received by us) the Credits identified in your initial package as well as the Upgrade Credits which will be available during your Contract Term.
      2. Top-Up Credits are additional Credits bought via our Customer management system or an Order Form that must be activated within the Credit Term and will be accessible and usable by you during the Credit Term.
   6. In all instances of payments, you acknowledge and agree that you are liable for any charges levied by the bank(s) or the credit card clearance providers.
   7. You agree and acknowledge that it is your responsibility to submit adequate proof of payment (including any transaction reference numbers along with the unique identification number provided by us to you that may be required by us to reconcile the payment) to ensure there is no interruption in your Service.
   8. In the event of payment through inter-bank / intra-bank transfers, you acknowledge and agree that Credits will only be released once such payment is received into our account, and it is your responsibility to initiate  payments on-time to ensure there is no interruption in your Service.
   9. You are required to present a cheque for the entire contract amount (total Fees) in addition to any additional fees and/or fines that we determine. The cheque shall not include any word or indication that prevents its encashment, or limits our legal rights to collect its value under the Laws in force (for example, under the Laws of the United Arab Emirates, if your Contract is based in the United Arab Emirates). If this happens, your liability to us will fully remain for the entire value of the cheque, in addition to the fees and fines that we determine. We shall have the right to take any legal action we deem appropriate to protect our rights (including our financial rights against your payment obligations to us) under applicable Laws and procedures, and you shall dispute such right in any manner.
6. Prices and Taxes
   1. We reserve the right to modify, from time to time, the prices for any Subscription, Credit, Credit Package, Listing Package, Product and/or Services. The Fee payable by you for your Credit Package and/or Listing Package shall not be modified by us during the Contract Term. However, you acknowledge and agree that the prices of any Upgrade Credits, Top-Up Credits, ad-hoc Products and Services that you purchase during the Contract Term is subject to change, and we may vary such prices at our sole discretion.
   2. You acknowledge and agree that the number of Credits applicable to Listings is dynamic in nature. Accordingly, you agree and acknowledge that the number of Credits deducted for a Listing and/or types of Listings, may be modified by us, at our sole discretion, during the Contract Term.
   3. As part of your Subscription, you may receive certain Products and Services free of cost. This is not guaranteed, and we reserve the right to charge you for such Products and Services, at our sole discretion. If a charge is levied by us, these Products and Services will be not be made available to you until we receive the corresponding payment.
   4. The prices offered by us are exclusive of any applicable taxes, and your Order Form will reflect the amount of taxes payable in respect of your Subscription. You agree that you will always be responsible for paying any taxes on respect of our Subscription.
   5. In the event that the Government of the Location elects to charge any taxes, including value added tax or other similar tax or duty on the provision, sale or supply of any goods and/or services which are the subject matter of your Contract (“Future Taxes”), then we reserve the right, at our sole discretion, or if required by law, to add Futures Taxes at the appropriate rate for such goods and/ or services to any invoices issued under or in connection with your Contract from the relevant time and you acknowledge and accept that you shall pay and be solely liable for any such Future Taxes in addition to the Fee for such goods and services.
7. Limited Access, Suspension, Termination and Expiry
   1. Except as permitted by Applicable Laws, you have no right to terminate this Contract before the end of the Contract Term under any circumstances. Further, you are not permitted to downgrade your Subscription (or any components thereof, including your Credit Package) during the Contract Term, unless otherwise agreed in writing by us.
   2. We may, at our sole discretion, limit your access to your Account, in the event your Fee (or a component thereof) remains unpaid for a period of three (3) days from the due date.
   3. We may, at our sole discretion, suspend your Account, in the event your Fee (or a component thereof) remains unpaid for a period of seven (7) days from the due date. In such case all your Listings, details of any property, agent, or other information, uploaded by you to our Platforms will be removed from our Platform, until the Fee which is due to us by you, is paid.
   4. If the access to your Account is limited by us or if your Account or Subscription is suspended for any reason during the Contract Term, you will still be liable to pay any Fees due to us regardless of you receiving the Services.
   5. We may, at our sole discretion, terminate your Subscription, in the event your Fee (or a component thereof) remains unpaid for a period of sixty (60) days from the due date.
   6. Upon termination of your Subscription, the entire unpaid balance of your Fee shall immediately become due and payable by you to us. We reserve the right to bring appropriate legal proceedings against you and your Affiliates (if applicable) to enforce your payment obligation.
   7. Upon termination of your Subscription, we may at our sole discretion, refuse to provide future Services to you or your Affiliates, unless (i) all amounts due and payable by you; and (ii) a penalty (that we in our sole discretion determine), is paid to us prior to entering into a new contract with you.
   8. 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 (equivalent to, or greater than the total Fee payable by you to us under your Order Form(s), if:
      1. you fail to pay any Fees or charges due to us by the due date;
      2. you fail to present or provide, any cheques referenced in clause 5.4;
      3. you breach any part of your Contract and fail to rectify that breach within seven (7) days of us giving notice requiring rectification;
      4. you violate this Agreement (or any terms thereof);
      5. you fail to comply with any of the Content Quality Responsibilities;
      6. you fail to properly identify a lead(s) as being received from PropertyKey and/or you combine, mix or associate a lead received from PropertyKey with or in a pool of leads that you have received from a third party platform or CRM;
      7. you engage in any unlawful actions while using or accessing our Services and the Platforms.
      8. 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
      9. 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.
   9. If your Subscription has been suspended and/or terminated for any reason during the Contract Term, you will still be liable to pay any Fee/s due to us regardless of you receiving the Services.
   10. Following the expiry of the Contract Term, you may renew your Subscription by entering into a new contract, in which case you understand and agree that the terms and package (including the price for a Credit, Service or Product) may change.
   11. Upon the expiry of the Contract Term, unless you have renewed your Subscription by entering into a new contract with us, you agree and acknowledge that all Services will cease immediately, and all active Listings will immediately be taken down from our Platforms.
8. Refund
   1. You do not have a right to claim a refund of the Fee (or any component thereof).
   2. We will only offer a refund if a duplicate transaction is received by us.  In such event, only the duplicate portion of the payment will be refunded. In such event, the duplicate portion of your payment will be refunded to you through your original mode of payment.
   3. In the cases of fraudulent or disputed transactions you should contact your bank or credit card provider.
9. 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.
   3. Credit card and debit card details will not be stored, shared, rented or leased to any third parties.
10. Limitation of Liability
    1. We will not be liable under the Contract for any liability caused by:
       1. any breach of your obligations under your Contract; or
       2. any delay in performance or breach of your Contract which arises as a result of any matter beyond our control including but not limited to viruses, other defects or failure of the server hosting our Platforms.
    2. We specifically:
       1. exclude consequential, special or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);
       2. limit our liability for breach of any condition or warranty that we cannot exclude to the greater of (at our option):
          1. resupplying the Service; or
          2. paying the cost of having the Service resupplied; and
       3. limit our liability in respect of any other claim in connection with the Contract whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under your Order Form.
11. Indemnification
    1. 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.
12. Disclaimers
    1. 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.
13. Governing Law and Dispute Resolution
    1. Unless specified in your Order Form, and if your Order Form is for our services in the UAE, by default, the Law governing your Contract and the dispute resolution mechanism, is as under:
       1. 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.
       2. 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.
    2. For all other Locations, please see the table set out in Section 15.2 below, to identify the Governing Law and Dispute Resolution mechanism.
    3. We may enforce our rights under the Contract through the PropertyKey Contracting Entity or through any of our affiliates.  
14. 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.
    10. In case of a discrepancy between the Arabic and English versions of this Agreement, as published on our Platform, the Arabic version shall prevail.
15. Definitions
    1. In this Agreement, the following definitions apply:
       • “Account” means the master or primary account in respect of your Subscription;
       • “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 PropertyKey brand and all Intellectual Property Rights owned or used by PropertyKey;
       • “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, your universal contract with PropertyKey and includes your Order Form(s), this Agreement, and where applicable, Product Specific Terms and Conditions;
       • “Contract Term” means, the duration of the Contract, as specified in your Order Form;
       • “Credit(s)” means each pre-paid credit delivered to your Account, to be used by you to display your Listings;
       • “Credit Package” means the package of Credits purchased by you, to be delivered to your Account periodically or on a lumpsum basis;
       • “Credit Term” means the periodic cycle as specified in your Order Form, at the beginning of which, a pro rata portion of the Credits from your Credits Package are delivered to your Account, and by the end of which such Credits must be used by you to display a Listing;
       • “Customer Tier” means the segment or tier assigned by us to your Subscription, based on criteria that we determine and modify, from time to time, in our sole discretion. Your Customer Tier will be specified on your Order Form;
       • “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;
       • “Division Account” means the sub-account that is provided by us, at our sole discretion, to you in relation to your Subscription;
       • “Fee(s)” means the total amount due to PropertyKey by you under the Contract and specified in the Order Form, and which may be divided into periodic payments, all of which are payable by you to us, including upon termination of the Contract;
       • “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;
       • “Listing Package” means the pre-determined number of Listings (whether ‘Standard’, ‘Featured’, ‘Premium’ or a combination thereof) ordered by you, as reflected in your Order Form;
       • “Listing Term” means the period during which your Listing will be displayed on our Platform;
       • “Listing Token(s)” means, in case of a Listing Package, the number of Listings that can be displayed by you on our Platform, as specified in your Order Form;
       • “Location(s)” means the physical location identified on your Order Form or a location where we deem you have the right to promote your Listings;
       • “Mobile Application” means the mobile application developed and operated by PropertyKey, including its regional releases;
       • “Order Form” means the order form indicating (i) the Services under your Subscription; (ii) the Fee payable by you; and (iii) other material terms relevant to your Subscription;
       • “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 PropertyKey, as specified in your Order Form, 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 authorised 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;
       • “Subscription” means your entitlement to the Service(s), subject to payment of the Fee and the terms of your Contract;
       • “Top-Up Credit” means any additional Credit(s) that you purchase within a Credit Term, to be activated and utilized during the Credit Term;
       • “Upgrade Credit” means an upgrade to your Credit Package which increases the Credits delivered to you (and the amount payable by you) during each Credit Term of the remaining Contract Term;
       • “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;
       • “User Account” means the sub-account that is created by you for your Users in relation to your Subscription;
       • “Website” means https://www.propertykey.bh and includes all regional domains (ccTLDs) registered to PropertyKey;
       • “we”, “our”, “us”, or “PropertyKey” means the applicable PropertyKey contracting party (see Section 15 below) and its affiliates, subsidiaries, holding company and their respective employees, officers, agents, and/or assigned parties;
       • “you”, “your”, or the “Customer” means you, who is either a licensed real estate broker or agent; or a licensed real estate brokerage firm, developer and/or hotel apartment provider, and subject to your Contract, a recipient of the Service(s);
       • “your Affiliates” means a company or any other legal person affiliated to you, including your affiliates, holding company, subsidiaries, branch office within your group, and includes their respective employees, officers, agents and permitted assigns.