BuyProperly Limited (together with all companies owned by and in common ownership with BuyProperly Limited, “BuyProperly”, “we,” “us,” “our”) provides its Services (as defined herein) to you through its website located at www.buyproperly.com (the “Website”). The term “Website” shall include any modifications, enhancements, integrations or related applications thereto. The term “Services” shall include all content and associated services published or otherwise made available to you, via the Website or otherwise, under these Terms. The Services and the Website are collectively referred to as the “Site”.
U.S. ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN THE ARBITRATION PROVISION BELOW, IF YOU ARE A U.S. USER, YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND BUYPROPERLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
- If you are accepting these Terms on behalf of an organization, you represent that you have the authority to bind such organization to these Terms, in which case “you” or “your” will refer to such organization. If you do not have such authority, or you do not agree with these Terms, you must not accept these Terms and may not use the Site.
- You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us occur, electronically. You also agree that any transactions through the Site shall be conducted electronically. You may also be subject to additional terms and conditions applicable to certain services, including the BuyProperly mobile application, which are incorporated by reference into these Terms.
- We have the right, from time to time, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part. If we exercise this right such changes will be effective as of the date the changes to these Terms are posted to the Site, and the “Last Update” notice at the top of this document shall be amended to reflect the date of such changes except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Services. It is your responsibility to check these Terms each time you access the Site to determine whether any changes have been made. If any change to these Terms is not acceptable to you, you must discontinue your use of the Site immediately. Your continued use of the Site after any such changes are posted will constitute acceptance of those changes. These Terms apply exclusively to your use of the Site and do not alter the terms or conditions of any other agreement you may have with us.
- We may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of the Site, including: (a) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Site (including Third Party Services (as defined herein)); (b) removing, adding, modifying or otherwise changing any fees (as defined herein) arising out of use of the Site or any features of the Site; and (c) removing, adding, modifying or otherwise changing any content on the Site. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Site at any time without notice.
- You must be 18 years of age or older and of at least the age of majority in the jurisdiction in which you reside as of the time you register a user account with us.
- To use the Site, you must register for a user account by providing us with your real name, password, mailing address, valid email address, and certain other information that we may reasonable request including information relating to your eligibility under applicable securities laws (including information we require to verify your identity, jurisdiction of residence and your financial condition). You acknowledge and agree that we will rely on this information in providing you with access to the Site and any Offering (as defined herein). You must provide complete and accurate information to us and notify us promptly if your information changes.
- You consent to BuyProperly’s collection, use and distribution of personal information provided by you for the purpose of verifying your identity (including for regulatory purposes) or creditworthiness (including by obtaining and using credit reports). Other personal identifiers, if provided, may be used to verify your identity, including matching credit reports. BuyProperly may collect credit, financial and related personal information for these purposes from you, credit bureaus, credit reporting agencies, and references provided by you to BuyProperly. You consent to the disclosure of such information by these parties to BuyProperly. You agree that BuyProperly may, from time to time, use the above information and other personal information collected or compiled by BuyProperly in connection with these Terms (including user account status and payment history) for the purposes of opening, administering, servicing and enforcing these Terms, collecting amounts owing to BuyProperly, verifying and evaluating your current and ongoing creditworthiness and financial status, responding to your inquiries and otherwise communicating with you regarding a user account. To learn about how BuyProperly otherwise collects, uses, and shares your personal information, please read our Privacy Statement.
- You may not share your login information or password with any other person. You are responsible for all activity occurring under your user account. You shall abide by all applicable local, provincial, national and foreign laws, treaties and regulations in connection with use of the Site, including those related to data privacy, international communications and the transmission of technical or personal information. You shall: (a) notify us immediately of any unauthorized use of any password or user account or any other known or suspected breach of security; and (b) not impersonate another person or provide false identity information to gain access to or use the Site. Without limitation, we may immediately remove or suspend any user account where we suspect there has been an attempted or actual security breach or to ensure the security of the Site.
- If you become aware of an unauthorized access to your account, you must change your password and notify us immediately. You agree to notify us promptly of any unauthorized use of your password and you will remain liable for any use of the Site to the extent permitted by applicable law.
- You will not, and will not permit any third party to, directly or indirectly, use the Site in any manner that is unlawful (including by accessing the Site from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others.
- You are solely responsible for complying with all applicable laws with respect to your access to and use of the Site.
- Subject to these terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited purpose right to access and use the Site and the content therein solely for your own personal, or internal business, use. You may not use access or use the Site or such content on any deviation thereof for the purposes of resale, solicitation, advertising or to provide services to third parties or otherwise deal with the same without our prior written permission.
- You will not or permit any third party to, directly or indirectly: (a) modify, adapt, translate, reverse engineer, decompile, create derivative works from, or disassemble the Site for any reason whatsoever, including for the purpose of creating competitive products or services; (b) sublicense, lease, sell, resell, rent, share, loan, distribute, transfer or otherwise commercially exploit any portion of the Site, or allow the use of the Site on behalf of or for the benefit of any third party; (c) copy any portion of the Site onto your own or any other website or into a database or mobile application; (d) use the Site in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, the Site or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through the Site (including without limitation uploading, posting or otherwise transmitting on the Site any computer viruses, trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of the Site); (e) use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from the Site in whole or in part; (f) use the Site in any manner that may dilute or depreciate the BuyProperly name, intellectual property rights, reputation, or goodwill; (g) interfere with any other persons’ use and enjoyment of the Site or of the Internet generally, including by harvesting or collecting information about other users of the Site; (h) send unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (including solicitation for the purposes of any transaction) or otherwise contact any other user of the Site; (i) use the Site if you are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using the Site; (h) attempt to circumvent any security device or feature of the Site; or (i) load or penetration test the Site, except as expressly permitted.
- BuyProperly may investigate your actions involving violations of applicable laws and regulations and co-operate with law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including without limitation your personal information or your identity) regarding your usage of the Site (including any perceived violations of applicable law), in each case as may be permitted by or required to satisfy applicable law.
Feedback: We respect and appreciate the thoughts and comments from our users. If you choose to provide input, ideas and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant BuyProperly an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and licence to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
Rights in the Site: Subject to the limited rights expressly granted herein and excluding any User Data (as defined herein), (a) no other rights are granted to you hereunder and BuyProperly owns, retains and reserves all right, title and interest (including all copyright, patent, trade secrets and other intellectual property rights, whether registered or unregistered) in the Site, including modifications, improvements, developments, enhancements and derivative works howsoever created, even if unauthorized or on the request of or based on any User Data or Feedback, from you; and (b) no express or implied licence or right of any kind is granted to you regarding the Site, or any portion thereof, including any right to obtain possession of any source code, data or other technical material relating to the Site. You acknowledge that it is obtaining only a limited right to access and use the Site.
Rights in the User Data: As between the parties, you own all right, title and interest in the content, information, materials and data collected on, submitted or uploaded to, or shared using the Site by you or on your behalf (the “User Data”). Notwithstanding the foregoing, BuyProperly and its successors have a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, irrevocable license to use, process, transmit, store, and disclose the User Data, for the purpose of (i) exercising BuyProperly’s rights and performing the Services; and (ii) in perpetuity, to use the know-how and analytical results resulting therefrom (including any and all machine learning, trained models, and other similar materials) in connection with the enhancement, improvement, and provision of the Services and derivatives thereof, provided that the foregoing is not a license to provide or disclose any User Data to any third party in raw or disaggregated form, or to identify you as the source of any such User Data or analytical results. You are solely responsible for the accuracy, quality, reliability, content and legality of all User Data and for obtaining all the necessary licences, intellectual property rights, clearances, permissions, consents and authorizations for use of User Data in connection with the Site, including with any Third Party Services. Should BuyProperly deem any User Data either to be in breach of these Terms or to be reasonably expected to constitute grounds for BuyProperly’s exposure to civil or criminal liability, BuyProperly reserves the right, but does not assume the obligation, to remove such User Data from the Site or, if BuyProperly itself is unable to do so, to request the removal or editing of such User Data by you as BuyProperly sees fit. You will comply with any such request as soon as possible.
- YOU AGREE THAT IN NO EVENT WILL BUYPROPERLY OR ANY OF ITS AFFILIATES OR RELATED ENTITIES OR THEIR RESPECTIVE TRUSTEES, CONSTITUENT PARTNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY “BUYPROPERLY REPRESENTATIVES”) HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THE SITE OR THE CONTENT FOR ANY LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE BASIS, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS), ARISING FROM OR IN CONNECTION WITH OR RELATING TO THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THE SITE, THE CONTENT OR ANY THIRD PARTY SERVICES, OR FAILURE OF SUCH WEBSITES (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH WEBSITES OR CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH WEBSITES), EVEN IF WE OR ANY BUYPROPERLY REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE. IF AND TO THE EXTENT THAT THE PROCEEDING PROVISION DOES NOT APPLY TO ANY CLAIM, BUYPROPERLY’S MAXIMUM AGGREGATE LIABILITY FROM ALL CLAIMS DIRECTLY OR INDIRECTLY ARISING FROM OR IN CONNECTION WITH USE OF THE SITE SHALL NOT EXCEED ONE HUNDRED US DOLLARS (USD$100). NOTHING IN THIS PROVISION WILL OPERATE TO EXCLUDE OR RESTRICT BUYPROPERLY’S LIABILITY (IF ANY) FOR ANY MATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY.
You agree to defend, indemnify and hold BuyProperly and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from and against any and all claims (including third party claims) brought against BuyProperly arising out of or in connection with your use of the Site, any User Data, your connection to the Site, your violation of these Terms or your violation of any rights of a third party (including intellectual property, privacy or other rights), and you shall pay any losses, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court or otherwise agreed to in settlement of such claim.
- If you breach any provision of these Terms, then you may no longer use the Site. We, in our sole and arbitrary discretion, may determine whether these Terms have been violated. You agree that we may, in our sole and arbitrary discretion, terminate or suspend your account with or without notice to you.
- Upon termination or suspension of your account, regardless of the reasons therefore, your right to use the Site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and/or bar any further access to such files or the Site. We will not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension. You agree that we may retain any information associated with your account (including information we collected in accordance with our Privacy Statement), for the period specified by applicable law.
- These Terms constitute the entire agreement between us and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to this subject matter. Notwithstanding the foregoing, if you and BuyProperly agree to a written agreement and such agreement expressly states that it supersedes particular language in these Terms, the provisions of such agreement will prevail. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
- No waiver of or consent to depart from the requirements of any provision of these Terms will be binding unless it is in writing and signed by BuyProperly.
- The provisions of these Terms will enure to the benefit of and be binding upon you and BuyProperly and its respective successors and assigns, and, if you are contracting as an individual, your heirs, executors, administrators and personal representatives. You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and our respective rights and obligations under these Terms without your consent.
All notices to us shall be in writing and shall be made via email. Notices to us must be sent to the attention of our customer service representatives at [email protected]. Notices to you may be sent, in our sole discretion, to the address or email address supplied by you and associated with your account
- Generally. In the interest of resolving disputes between you and BuyProperly in the most expedient and cost-effective manner, and except as described in section ii and iii of this provision, you and BuyProperly agree that every dispute arising in connection with these Terms, the Service, and communications from us will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, the Service, or any communications to or from us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BUYPROPERLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of section i of this provision, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this provision within 30 days after the date that you agree to these Terms by sending a letter to BuyProperly, Attention: Legal Department – Arbitration Opt-Out, [2150 North First Street 4th Floor, San Jose, CA 95131] that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once BuyProperly receives your Opt-Out Notice, this provision will be void and any action arising out of these Terms will be resolved as set forth in Jurisdiction provision above. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
- Arbitrator. Any arbitration between you and BuyProperly will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting BuyProperly. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). BuyProperly’s address for Notice is: BuyProperly Limited [2150 North First Street 4th Floor, San Jose, CA 95131]. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or BuyProperly may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or BuyProperly must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by BuyProperly in settlement of the dispute prior to the award, BuyProperly will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) [US$10,000].
- Fees. If you commence arbitration in accordance with these Terms, BuyProperly will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in the county and state of your residence/billing address, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence/billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse BuyProperly for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- No Class Actions. YOU AND BUYPROPERLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and BuyProperly agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
- Modifications to this Arbitration Provision. If BuyProperly makes any future change to this arbitration provision, other than a change to BuyProperly’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to BuyProperly’s address for Notice of Arbitration, in which case your account with BuyProperly will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
- Enforceability. If section vii of this provision or the entirety of this U.S. Arbitration provision is found to be unenforceable, or if BuyProperly receives an Opt-Out Notice from you, then the entirety of this provision will be null and void and, in that case, the exclusive jurisdiction and venue described in the Jurisdiction provision above will govern any action arising out of or related to these Terms.