Master Service Agreement

Last Updated on 22 April 2025

1. TERMS

This master service agreement outlines the terms and conditions governing your access to and use of the Services that Proptech Systems Ltd may provide from time to time. Use of our Platforms includes downloading, accessing, browsing, or registering to use our Platforms.

Please read this master service agreement carefully before you start to use our Platform, as this master service agreement is binding on you and governs your access and use of the Platform. We recommend that you print a copy of this for future reference.

By using our Platforms, you confirm that you accept this master service agreement and that you agree to comply with it.

If you do not agree to this master service agreement, you must not download, access, or use our Platforms or Services.

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2. DEFINITIONS

“Account” means your registered user account through which you or your Users access the Platform and the Services.

“Customer” (or “you” or “your)” means the entity or individual entering into this MSA with Proptech Systems Ltd to access and use the Platform and Services.

“Customer Data” means all data, information, content, documents, or other material inputted, uploaded, submitted, or otherwise made available by you or your Users to the Platform in connection with the use of the Services.

“Fee(s)” means the charges payable by you for the Subscription and access to the Services as set out in the Master Order Form or any applicable Supplemental Order Form or otherwise agreed in writing.

“Force Majeure” means any event or circumstance beyond a party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, governmental actions, war, civil unrest, terrorist attacks, epidemics, pandemics, labor disputes, internet or utility outages, denial-of-service attacks, or failures of third-party providers.

“Licence” means the limited, non-exclusive, non-transferable, non-sublicensable right granted to you to access and use the Platform and Services during the Subscription term, subject to this MSA and payment of the applicable Fees.

“Losses” means any and all direct or indirect losses, damages, liabilities, claims, costs, charges, expenses (including legal fees on a full indemnity basis), fines, penalties, demands, actions, proceedings, and judgments of any kind, whether foreseeable or unforeseeable, and whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

“MSA” means this MSA and conditions, together with any referenced policies or documents, including a Master Order Form or any applicable Supplemental Order Form(s).

“Master Order Form” means the initial order form signed by you and us that references this MSA and outlines the scope of the initial Services, Subscription term, Fees, and other commercial terms.

“Platform” means the software-as-a-service (SaaS) solution offered by Proptech Systems Ltd, including the PropSpace web and mobile applications, website(s), and associated features, updates, and services.

“Platform Update(s)” means any updates, upgrades, modifications, improvements, bug fixes, or new features made to the Platform by us from time to time.

“PropSpace IP” means all intellectual property owned by or licensed to Proptech Systems Ltd relating to the Platform and Services, including software, source code, databases, interface designs, look and feel, logos, trade names, trade secrets, and any other proprietary technology or content.

“Security Credentials” means the access code(s), token(s), username(s), password(s), or other security mechanisms used to access your Account or User Accounts.

“Services” means the services and functionality provided to you, including through the Platform, and access to modules, features, support, and any related software tools.

“Subscription” means your paid or otherwise agreed period of access to the Platform and Services, as specified in the Master Order Form or any applicable Supplemental Order Form.

"Supplemental Order Form” means any additional order form referencing the Master Order Form and entered into during its Subscription term to upgrade, expand, or modify the Services. Each Supplemental Order Form is subject to the terms of the Master Order Form and this MSA, and shall co-terminate with the Master Order Form.

“Support” means technical assistance and customer service provided by us in accordance with this MSA and any applicable service level agreement.

“User” means any individual who has been authorised by you to access and use the Platform under your Subscription, including employees, contractors, agents, or other personnel.

“User Account” means a unique account created for an individual User within your organization, linked to your main Account.

‍“we, us or our” means Proptech Systems Ltd.

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3. ORDER FORMS

This MSA governs the use of the Platform and the Services and shall apply to the Master Order Form and all Supplemental Order Forms executed during its term.

Each Master Order Form and all Supplemental Order Forms will describe the Services being purchased, applicable Fees, User limits, and any additional commercial terms.

In the event of a conflict between the terms of this MSA and any Master Order Form or any Supplemental Order Forms, the terms of such order form shall prevail, but only with respect to the specific Services described therein.

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4. PURPOSE, SUBSCRIPTION AND LICENCE

Your subscription to use the Platform will commence on the start date detailed in the Master Order Form you sign with us which refer to this MSA and will continue until the end date detailed in the Master Order Form subject to you paying the fees as detailed in Master Order Form or any applicable Supplemental Order Form or the termination of the Subscription in accordance with this MSA.

You agree that the details set out in the Master Order Form or any applicable Supplemental Order Form include the relevant inclusions and limits of your chosen Subscription.

Subject to this MSA and the payment of the Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access the Platform and use the Services provided.

You acknowledge and agree that by accessing, purchasing, or otherwise using the Platforms or any of our Services, including registering for the Services, or creating an Account on the Platforms, you agree to be legally bound by this MSA.

The Platform is only made available to you and to your authorised personnel who have been granted access to use the Services.

You acknowledge that we may grant, in our sole discretion, any other number of licences for the Platform to any other third parties.

The Licence will be valid for the Subscription period covered by the Fees ending on the date as specified in the Master Order Form.

The Licence granted to you is strictly conditional upon your complying with this MSA. We reserve the right to cancel the Licence immediately at any time if any portion of this MSA is not adhered to or fulfilled by you or your Users to our satisfaction.

You may not sub-licence the Licence, in whole or in part.

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5. TERM

Unless otherwise stated in your Master Order Form or any applicable Supplemental Order Form, your Subscription will automatically renew for successive periods equal to the initial term at the then-current rates, unless either party provides written notice of non-renewal, or a change in rates, at least thirty (30) days prior to the end of the current Subscription term.

You may opt out of automatic renewal by sending a cancellation request to support@propspace.com or via your Account settings. Upon cancellation, your access will continue through the remainder of the current Subscription period, and you will not be charged for subsequent periods.

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6. YOUR ACCOUNT AND USER ACCOUNTS

You must have an account on our Platform to access the Services on our Platform and each User must have an account on our Platform.

If you do not have an Account, you will be required to create an Account or, in certain circumstances, we may create the Account or User Account for you and share the login credentials with you, which you may change at your discretion.

Your access to the Account and your Users’ access to the User Accounts may require a unique access code, token, username, and/or password. You are responsible for maintaining the security of Security Credentials, and you must not release, distribute, publish, or otherwise make public any Security Credentials provided to you or created by you to any third party.

You must immediately notify us at support@propspace.com of any actual or suspected unauthorised use of your Security Credentials or any other breach of security.

If you or your Users give their Security Credentials to facilitate access to the Platform to any third party, you do so at your own risk. We shall not be liable for any addition, modification, or deletion of information or data on your Account resulting from such access by any third party. You must ensure that any such party accepts and complies with this MSA. You shall remain fully liable to us for the acts, omissions, and negligence of that third party.

You will have the right to create User Accounts up to the User limit specified in the Master Order Form or any applicable Supplemental Order Form. You may increase the number of Users and User Accounts at any time by notifying us in writing, however, you agree that an increase in Users would result in an increase in the Fees, and you hereby agree to pay such increased amounts to us, which will be notified to you via a Supplemental Order Form.

You are responsible for maintaining the security of any Security Credentials of the User Accounts and must ensure that all Users always keep such information confidential. You must immediately notify us of any actual or suspected unauthorised use of your Account or a User Account or any other breach of security.

You must ensure that each User understands the terms of and complies with this MSA as it applies to their specific role and use as a User. You shall remain fully liable to us for the acts, omissions, and negligence of each User.

We reserve the right, without notice, to immediately suspend yours or any specific User’s access to the Platform or terminate the Services if we believe, in our sole discretion, there would be or has been a breach of security in relation to an Account or User Account.

We shall not be liable for any Losses, obligations, demands, proceedings, actions, claims, liabilities, costs, expenses, including legal expenses, and damages of any nature whatsoever and whether or not reasonably foreseeable, or avoidable, incurred by you or any User by such suspension or termination.

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7. USE OF THE PLATFORM

To the extent that you upload, publish or transmit any inputs, details, data, including persona data, information, documents, content or other material through the Platform or otherwise via our Services, you represent and warrant to us that you own all rights to such Customer Data, or have authorisation to upload, transmit or use such material.

You will indemnify and keep us and our affiliates, agents, principals, contractors, directors or employees indemnified from any actual Losses, excluding any opportunity loss Internal and interest payment, resulting from any breach of intellectual property rights or any other claim that results from your publication or use of such Customer Data via the Services.

You are solely responsible for:
1. notifying us of any changes to your details;
2. obtaining and maintaining all computer hardware, software, internet connections, and communications equipment needed to access the Platform and use the Services; and
3. implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against malicious content, including but not limited to computer infection, viruses, worms, trojan horses, and other code that manifests contaminating or destructive properties.
You must:
1. adhere to and comply with all applicable laws, including but not limited to regulations and guidelines pertaining to real estate, data protection and privacy, anti-corruption, anti-bribery, and anti-terrorism; and
2. provide us with the details of a representative authorised to act on your behalf under this MSA.
You agree that you will not, either alone or through any other party, including a User:
1. violate a security measure set up by us or violate a condition defined by us for the use of the Services;
2. make your Account and User Accounts available to a third party in whole or in part outside of the scope of this MSA;
3. use the Platform to perform performance tests, system tests, or any other tests that adversely affect the use of the Platform;
4. make any copies of any PropSpace IP;
5. use the Platform to transmit or upload any computer viruses, worms, Trojan horses or other malware, or to trespass or burden any network capacity;
6. distribute, sub-licence, disclose, market, or transfer the Services to any party, or permit any person or entity to have access to the Services by any sharing, remote computing or hosting services or time-sharing arrangement;
7. circumvent, disable or otherwise interfere with security-related features of the Platform or features that determine whether you are acting in accordance with this MSA;
8. use the Services in a way which impairs the functionality or reliability of the Platform;
9. use the Services to publish or disseminate content that may be found to be defamatory or illegal; or
10. remove, obscure, deface or alter any of our or any third party’s copyright notices, trademarks or other proprietary rights affixed to the Platform, if any.
You agree that in our absolute discretion, we may limit yours or any of your User’s access to, or use of, the Services if, your use of the Service is excessive, being use outside of normal business use, unreasonable or impacts on the usability or reliability of the Platform for us or other users or if you breach this MSA.
If applicable, we may require you to delete content uploaded onto the Platform by you within one (1) business day of written notice if we consider that such content, in our sole discretion:
1. infringes upon a third party’s rights, including intellectual property rights;
2. breaches any of this MSA;
3. is, or is likely to be, defamatory, illegal, lewd or damage our reputation;
4. has been uploaded without the necessary authorizations and consents;
5. is outdated, incorrect or misleading; or
6. creates any third-party liability for us.
If you fail to remove the content within the requirements of this MSA, we shall have a right, but not an obligation, to remove the content without incurring any liability to you or your Users for any direct, indirect, or consequential Losses incurred by you or your Users by such removal.
You acknowledge that the delivery of the Services may be dependent on you fulfilling your obligations under this MSA in a timely manner, including but not limited to your obligations set out in this Clause 7.
Where the use of the Platform and the Services require the use of third-party software, you must agree to any relevant licences and terms of use required by that third party prior to any use of such third-party software or data. We are not responsible for the manner in which such third-party software providers use your data, so please carefully read their terms and conditions.

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8. FEES AND PAYMENT TERMS

In consideration of the Licence and Services granted under this MSA, you agree to pay all the Fees detailed in any Master Order Form or any applicable Supplemental Order Form and as may otherwise be agreed.

Fees for any additional Services agreed during the term of the Master Order Form will be set out in one or more Supplemental Order Forms. All such Fees shall be payable in accordance with this MSA.

During the Subscription period, there will be no reduction in Fees even if the actual number of Users accessing the Services or the number of rental units managed on the Platform are lower than the initially agreed upon number of Users and/or rental units detailed in the Master Order Form or any applicable Supplemental Order Form.

Your billing cycle will commence on the date specified in the Master Order Form.

You authorise us and our relevant payment processors, to obtain payment from you for the Fees as and when the Fees become due, including, without limitation, ongoing subscription fees plus relevant taxes and duties, and to store your payment information.

You warrant that at all times during the term of your Licence, that we will have valid and up to date payment details, including credit card details. You grant us the authority to automatically debit the Fees due to us from the payment method you have provided us, such as your credit or debit card or other payment method, as applicable. You agree that this authority will remain in force until the valid termination this MSA or we agree otherwise. During the applicability of this MSA or continued use of the Platform reaffirms that we are authorise to charge your nominated payment method.

You consent to and accept responsibility for all recurring charges to your credit or debit card, or other payment method, as applicable, based on any automatic renewal feature you have enabled without any further notice or authorised from you.

It is your responsibility to ensure that all Fees processed by us are accurate. You agree to notify us within thirty (30) days from a billing date if any charge is not accurate. You agree that after this date you would be deemed to have accepted all charges and to have waived any claim regarding a disputed charge.

All Fees are exclusive of taxes, as applicable. You are required to pay all applicable taxes at the same time as the payment of the Fees. We will include such taxes, if applicable, on top of the Fee in our invoices or in the Master Order Form or any applicable Supplemental Order Form.

Except where required by law or expressly stated in this MSA, all Fees are non-refundable. Notwithstanding the foregoing, if the Platform experiences an outage lasting more than five (5) consecutive business days due to our failure, not caused by Force Majeure, you may request a pro rata credit or refund corresponding to the period of non-availability. This shall be your sole remedy in such cases.

You must not pay or attempt to pay the Fees through any fraudulent or unlawful means. If your payment is not successfully processed, or if we, in our sole discretion, suspect that the Fees have been paid for using any fraudulent or unlawful means, we may immediately suspend or terminate your access and use of the Services.

If for any reason we do not receive payment from you or your payment provider, you agree to directly pay us all amounts due to us upon demand from us.

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9. FEE ADJUSTMENTS

We reserve our right to vary the Fees, our pricing structure and pricing terms at any time.

Any such variation will be effective immediately upon the next renewal, billing period, upgrade or downgrade of your Subscription, as may be applicable. If you do not accept any increase in Fees then you may terminate your Subscription within thirty (30) days of notification to you of the revised Fees. If we do not receive any termination notice from you within thirty (30) days of the Fee variation notification, you will be deemed to have accepted the increased Fees which will be applied to your next billing cycle.

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10. INTELLECTUAL PROPERTY RIGHTS

In this MSA, unless the context otherwise requires: PropSpace IP means all intellectual property rights in the Services, the Platform, the Platform Updates and any related software, interface and documentation and all intellectual property rights in any part of the world which are at any time created by or deriving from the business of or owned by us or developed by us or is our existing property which includes, without limitation, patents, including supplementary protection certificates, any materials, works, prototypes, creations, inventions, or improvement upon or addition to an invention, discoveries, updates, trade secrets, secret processes, concepts, ideas, information, processes, data, formulas or works, designs, structures, selections, coordinations, expressions, all text, graphics, user interfaces, photographs, artwork, style or presentation of goods or services, “look and feel” and arrangement of content on the Platform, techniques, computer programs, source codes, technical information, trading business brand names, goodwill, confidential information, know-how and research effort which is capable of protection by or of giving rise to letters patent, registered and unregistered trade and service marks, utility models, copyright and neighbouring rights, design rights, moral rights, semiconductor topography rights, database rights or other intellectual property or similar proprietary rights in any part of the world whether registered or not or whether capable or not capable of registration including applications and rights to apply for any of them and in each case rights of a similar or corresponding character and all applications and rights to apply for protection of any of the foregoing.

You and your Users shall not acquire in any way any title, rights of ownership, whatever nature, in the PropSpace IP. You and your Users acknowledge and agree that all such interests and rights are and shall remain our exclusive and absolute property.

The PropSpace IP and all other proprietary rights in any materials developed under this MSA in connection with the Services and our business, will remain vested in us and be our absolute property. You will do all such acts as we may reasonably require for the purpose of preserving or perfecting such vesting.

You shall take all necessary steps and abide by all instructions from us to ensure that all of our rights in the PropSpace IP is protected at all times. You shall notify us if you become aware of any use of the PropSpace IP that may infringe our rights and you shall take all steps required by us in respect of such use.

You shall at all times, whether during or after termination or expiry of this MSA indemnify, keep indemnified and hold us harmless from and against any and all actual Losses, excluding any opportunity loss, funding cost and interest payment, incurred or suffered by us in relation to any infringement or authorised use of the PropSpace IP by or on behalf of you.

You acknowledge and understand that the Services and the PropSpace IP contains confidential and proprietary information and you shall:
1. not provide or otherwise make the Services and the PropSpace IP available for any reason to any other person except as permitted by this MSA;
2. limit access to the same to those of its directors, officers and employees who have a User Account to use the Platform; and
3. ensure that all relevant Users of the Services are advised that the Services constitute confidential and proprietary information and that all PropSpace IP therein are our property and that they owe a duty of confidentiality to us.
You shall effect and maintain adequate security measures to safeguard the Services from authorised access, use or copying by any person. You shall notify us as soon as reasonably practicable if you become aware of any authorised access to, use or copying of any part of the Services by any person.
You shall, at reasonable times during working hours on being given reasonable written notice allow us to check and audit your use of the Platform.
You acknowledge that the rights granted to you under this MSA, are subject to all of the following restrictions:
1. You shall not licence, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Services or the PropSpace IP available to any third party;
2. You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services or the PropSpace IP, or access them in order to build a similar or competitive service;
3. Except as expressly stated herein, no part of the Services or the PropSpace IP may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means;
4. You agree to make every reasonable effort to prevent authorised third parties from accessing the Services, and the PropSpace IP;
5. You agree that we and our service providers own all rights, titles and interests in and to all intellectual property rights in the Services;
6. Unauthorised use, resale or commercial exploitation of any part of the Services in any way is expressly prohibited;
7. You do not acquire any rights in the Services or the PropSpace IP, express or implied, other than those expressly granted in this MSA and all rights not expressly granted to you are reserved by us; and
8. This MSA do not convey to you any rights of ownership in or related to the Services or rights to anything owned or provided by of our third-party providers, in any way.
You hereby grant us a non-exclusive, royalty free, worldwide licence to use your company name, logo and trademarks for promotional purposes on our website, social media pages, marketing materials, press releases, and other promotional materials. This licence extends to various media formats, both digital and print, and any other suitable platforms deemed appropriate by us for promotional activities. You may opt out by sending us an email to: support@propspace.com.
We reserve the right to request testimonials or seek your participation in case studies for the purpose of authorise them in marketing and promotional activities. If you do participate in any such studies, you acknowledge and agree that your testimonials, feedback, insights and participation in case studies may be featured in various promotional materials on our website, social media pages, marketing materials, and other promotional channels.
If you wish to make any use of content on our Platform, please contact: support@propspace.com.

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11. WARRANTIES

You warrant and represent to us that you:
1. have the legal capacity and authority to enter into this MSA, the Master Order Form and all Supplemental Order Forms;
2. have the authority to act on behalf of any person or entity to whom the Services are provided; and
3. are responsible to determine that the Services meet your needs and are suitable for the purposes for which they are used.

You agree that you will not and that you will not permit any third party to:
1. use the Services for any purpose other than for its own lawful internal business purposes, in accordance with this MSA;
2. attempt to access the accounts or data of any other user without authority of that user or us;
3. use any programs, scripts, bots or other automated technology to scrape or access the Platform or hijack user accounts or login sessions;
4. use the Services for competitive purposes or otherwise to analyse its workings and features for any competitive purposes or in a manner that imposes unusual demands on the service outside of normal functions and operations; or
5. use the Services other than for their intended purpose.

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12. UPDATES TO THE PLATFORM AND FEATURE REQUESTS

We may, in its absolute discretion, make automatic updates to the Platform, such as error fixes, new features, compatibility upgrades, available to you. In some cases, in our sole discretion, these updates may only be available for particular Subscription tiers. You acknowledge and agree that such upgrades may affect or change the functionality of the Platform and use of the Services.

You acknowledge and agree that this MSA will continue to apply to your use of any such Platform Updates forming part of the Platform unless otherwise stated by a separate agreement accompanying the Platform Update.

You may request feature updates in writing via the Platform and we may, in our sole discretion, implement such features to the Platform. You acknowledge and agree that by requesting any features for the Platform, you assign to us any intellectual property rights and waive any moral rights you may have in such requested feature, and that we will own all intellectual property rights in such feature should it be implemented by us.

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13. PLATFORM MAINTENANCE AND FORCE MAJEURE

To ensure the best possible service, we reserve the right to interrupt the Services and your access to the Platform for maintenance or any other changes, by giving notice to you.

Further you agree that the Services may not be available due to reasons outside of our reasonable control, including, without limitation due to power failures, internet outages, malfunctions or breakdowns in servers, routers, or other critical hardware components necessary for operation, regulatory changes or sanctions, legal orders, malicious activities such as hacking, or ransomware affecting the Platform’s infrastructure, third party service failures, unexpected server maintenance, strikes by employees or key service personnel. In such an event, we will not be liable to you if the Services are delayed or unavailable.

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14. DISCLAIMERS

You agree that your use of the Platform is at your own risk, and that the Platform and Services are provided to you on an “AS IS” and “AS AVAILABLE” basis.

While we endeavour to provide the best possible customer experience to you, we do not represent that your use of the Platform will be secure, timely, uninterrupted or error free.

We make no representations or warranties that the Services will be suitable or effective for any specific purpose or use. It is your responsibility to ensure that the Services meet your needs and requirements.

We do not represent that the Platform will be free of viruses or other harmful components or that the Service will operate in combination with other hardware, software, systems or data not specified or provided by us or that we will be able to prevent third parties from accessing Customer Data, or that any errors will be corrected or that any stored data will be accurate or reliable.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Services or any content on it, whether express or implied.

As the Platform relies on third party data sources, we do not make any representations or warranties with regards to the content or availability of the Platform or the content of such third-party data sources, including their accuracy, reliability, correctness, or genuineness. We will use reasonable endeavours to ensure that the Platform is updated to function when third party data sources are updated or changed, however, we make no representations as to the availability of any particular data source for the provision of the Services.

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15. LIMITATION OF LIABILITY

We will not be liable to any user for any Losses, whether direct, indirect, or consequential, whether in contract, tort, including negligence, breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
1. our Services;
2. use of, or inability to use or download, our Platform or from the Platform; and
3. use of or reliance on any content displayed on our Platform.

Please note that in particular, we will not be liable for:
1. loss of profits, sales, business, or revenue;
2. business interruption;
3. loss of anticipated savings;
4. loss of business opportunity, goodwill or reputation; and
5. any indirect or consequential loss or damage.

We will not be liable for any Losses caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform or our Services or to your downloading of any content on it, or on any site linked to it.

You agree that to the maximum extent permitted by law, our liability is limited to the total Fees payable by you to us under this MSA for the twelve (12) months preceding the date on which the liability arose.

You agree that we and our affiliates, agents, principals, contractors or employees shall have no liability to you for content that may be found to be offensive, indecent, objectionable or illegal on the Platform.

You agree that we are not liable for your interpretation of any results or for the outcomes generated by the Services, and your reliance on such results and outcomes generated by the Services. You expressly acknowledge and agree that:
1. We make no warranties or representations regarding the accuracy, reliability, or completeness of any results or outcomes generated by the Services;
2. Any decisions or actions you take based on the results or outcomes generated by the Services are taken at your own risk;
3. We shall not be held liable for any direct, indirect, incidental, consequential, special, or punitive damages arising out of or in connection with your interpretation of results or outcomes generated by the Services;
4. You are solely responsible for verifying the accuracy and appropriateness of any results or outcomes generated by the Services before making any decisions or taking any actions based on such results or outcomes; and
5. Our limitation of liability extends to any errors, omissions, interruptions, deletions, defects, delays in operation or transmission, communications line failure, theft or destruction or authorised access to, or alteration of, the Service’s results or outcomes.

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16. RELEASE AND INDEMNITY

You agree to indemnify, hold harmless, release and discharge us and our affiliates, agents, principals, directors, contractors and employees in respect of any Losses which we may suffer, incur or be liable for, whether directly or indirectly, including but not limited to, any special, incidental or consequential damages and legal costs, arising from or in connection with:

the Platform and the Services;
your or the User’s act, omission, fraud, wilful misconduct or negligence;
your or the User’s use or misuse of the Platform or Services; and
your or the User’s breach of this MSA.

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17. RIGHTS YOU LICENCE

When you upload or post content, including Customer Data to our Platforms, you grant us a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and use that content.

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18. PRIVACY AND USE OF DATA

We are committed to protecting your privacy. Our Privacy Policy outlines how we collect, use, disclose, and manage your personal data and information.

You agree and consent, that we may provide Customer Data to:
1. a third party in order to comply with our obligations under this MSA;
2. our related entities, in order to comply with our obligations under this MSA;
3. a prospective investor in the Platform; and
4. a third-party service provider, or other party if you request disclosure or a connection with such party.

We will only disclose Customer Data to third parties where necessary to perform our obligations under this MSA, or where you have given your prior written consent, or where such disclosure is otherwise permitted under applicable laws. Any such third parties will be required to handle Customer Data in a manner consistent with our Privacy Policy and applicable data protection laws, including the DIFC Data Protection Law No. 5 of 2020 (as amended).

If Customer Data is disclosed to a prospective investor, service provider, or affiliate, we will ensure that appropriate confidentiality and data protection safeguards are in place. We will not sell Customer Data to any third party, nor use it for any purpose other than as expressly permitted herein or by law.

You agree that we may aggregate the Customer Data for analysis, provided that we implement appropriate measures so that the results of these analyses do not personally identify you or the Users. You acknowledge and agree that we own the intellectual property rights relating to these analyses and their results and have the right to use such analyses and results as we deem appropriate without yours or the Users’ consent.

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19. DATA BACKUP

While we implement commercially reasonable measures to safeguard Customer Data, including regular internal system backups, we do not provide guaranteed data backup or recovery services as part of the Platform. We strongly recommend that you independently back up your Customer Data using tools compatible with the Platform.

To the maximum extent permitted by applicable law, we shall have no liability to you for any corruption or loss of data. You agree that it is your sole responsibility to regularly back up the Customer Data.

We do not give any warranties that the last backup of the Customer Data will contain all data uploaded by you to the Platform.
Upon written request, and subject to availability, we may assist with data retrieval, but do not warrant that all data can be recovered. You acknowledge and agree that it is your sole responsibility to maintain appropriate backup copies of all Customer Data.

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20. TERMINATION

This MSA will be valid for the Subscription period detailed in the Master Order Form unless terminated in accordance with the terms of this clause.

All Supplemental Order Forms shall automatically terminate on the same date as the Master Order Form.

Without prejudice to any other remedies, we may immediately suspend or terminate this MSA, or cease offering the Services, in our absolute discretion, at any time if:
1. you are in breach of any of your obligations under this MSA;
2. any money payable to us becomes overdue, or in our opinion, if you are unable to make a payment when it falls due;
3. you become or are suspected to be insolvent, bankrupt, convene a meeting with your creditors, propose to enter into an arrangement with creditors, make an assignment for the benefit of your creditors or any other similar event occurs or is likely to occur; or
4. a receiver, manager, liquidator, provisional or otherwise, or similar person is appointed in respect of you or any of your assets.

If we suspend your Subscription per the terms of this MSA, you will continue to be liable to pay the Fees during the period of suspension. You will also be liable to pay for any expenses and costs incurred by us as a result of your failure or delay in complying with this MSA.

We may terminate this MSA at any time and for any reason on thirty (30) days’ notice. If we terminate this MSA in accordance with this clause, then any pre-paid and unused portion of the Fees will be refunded. Except as required by law, in no other instances will any Fees be refundable. We will not be liable to you for any Losses arising out of or in connection with us exercising our rights under this clause.

You may terminate this MSA at any time by giving us thirty (30) days’ notice but you will not be entitled to any refund of Fees already paid and you will be liable to pay for the full period of your Subscription.

Upon termination of this MSA, we may immediately remove any access to the Platform, disable the Services and/or delete your Account/User Accounts and Customer Data on the Platform without any further notice to you and without incurring any liability to you or your Users.

Any amounts owed to us at the time of termination shall become immediately due and unless stated otherwise in this MSA, any amounts already paid will not be refunded.

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21. MARKETING AND COMMUNICATIONS

You may elect to receive automated email notifications about the Platform and Services. By selecting to receive such emails, you expressly consent to us sending you automated emails to your nominated email address.

You agree that we may contact you periodically for the purpose of informing you of opportunities, products, and services provided by us or our affiliates and business partners.

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22. THIRD PARTY LINKS

The Platform may access, or contain links to websites or services controlled by third parties. We do not guarantee the availability, accuracy, completeness, reliability, or timeliness of such websites or services, nor its stock information, location data or any other data displayed or located thereon.

You agree and acknowledge that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of third-party materials or websites. You agree that such actions are your responsibility.

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23. SUPPORT

If you have any support enquiries, you may send through a support ticket via the Platform or email us at: support@propspace.com.
We will use reasonable endeavours to provide acknowledgement of the support enquiry within two (2) business days.

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24. CHANGES TO THESE TERMS

We may update this MSA from time to time. All changes are effective immediately when we post them on our website or elsewhere. Material changes will be notified to you via email, in-app notification, or through your Account dashboard. Continued use of the Platform following such notice will constitute acceptance of the updated MSA. Minor or non-material changes may be made without prior notice.

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25. APPLICABLE LAW

This MSA, its subject matter and its formation, and any non-contractual disputes or claims, are governed by English law. You agree to the exclusive jurisdiction of the courts of the Dubai International Financial Centre.

The parties recognize and agree that the principle of the payment of interest is prohibited under Shari’a and accordingly, to the extent that any court or legal system would impose, whether by contract or by statute, any obligation to pay interest, the Parties hereby irrevocably and unconditionally expressly waive and reject any entitlement to recover interest from each other.

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26. ASSIGNMENT

We may at any time assign, transfer or novate this MSA to any third party at our sole discretion. You may not assign this MSA without our express prior written consent.

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27. SEVERANCE

If any provision of this MSA is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.

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28. WAIVER

No failure or delay by us to exercise any right or remedy available to us constitutes a waiver of that right or remedy, nor shall any single or partial exercise of any such right or remedy preclude or restrict its further exercise.

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29. CONTACT US

If you have any questions about this MSA, please contact us at: support@propspace.com.