END USER SOFTWARE LICENCE AGREEMENT & TERMS OF SERVICE FOR PROPSPACE REAL ESTATE CRM SOFTWARE

THIS END USER SOFTWARE LICENCE AGREEMENT (Licence) is between you (Licensee or you) and JRD GROUP DMCC (Licensor, us or we) for use of the PropSpace real estate CRM software, associated software components, the data supplied with the software, associated media including any updates, improvements and new versions which may be made by us from time to time (Software) and printed materials and online and/or electronic documentation (Documentation).This Licence constitutes a contract between you (including your agents) and us and governs your use of and access to the Software, and website (propspace.com and all sub-domains)

We licence use of the Software and Documentation to you on the basis of this Licence. We do not sell the Software and Documentation to you. We remain the owners of the Software and Documentation at all times. The number and type of Licences granted to you are set out in the associated booking form.

This software requires a computer with a validly licenced copy of the operating system Windows 95, Windows NT, Windows 98, Windows 2000, Windows 2003, Windows XP, Windows ME, Windows Vista, Windows 9, Linux or Max OS.

By logging into crm.propspace.com and using the Software and/or Documentation, you agree to be bound by the terms of this Licence which represents the entire agreement concerning the Software and Documentation between the parties.

If you do not agree to the terms of this Licence, we will not licence the Software and Documentation to you and you must discontinue use immediately.

1. GRANT AND SCOPE OF LICENCE

In consideration of the payment of the Licence fee, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation on the terms of this Licence.

You may use the Software for your personal purposes (if you are a consumer) or your business purposes (if you are a business) and use any Documentation in support of the permitted use.

2. RESTRICTIONS

Except as expressly set out in this Licence or as permitted by any local law, you undertake:

(a) Not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security.

(b) Not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation.

(c) Not to make any alternations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporate in, any other programs.

(d) Not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:

i.is used only for the purpose of achieving inter-operability of the Software with another software program.

ii.is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it.

iii.is not used to create any software which is substantially similar to the Software.

(e) to keep all login accounts to the Software secure (including regularly updating secure login passwords) and to maintain accurate and up-to-date records of the number and locations of all users and licences using the Software by yourself or your company.

(f) to supervise and control use of the Software and ensure that the Software is used only by your employees and representatives in accordance with the terms of this Licence.

(g) To include our copyright notice on all entire and partial copies of the Software in any form; not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person (other than your employees) without prior written consent from us.

(h) Not to modify, adapt, or hack the Software or otherwise attempt to gain unauthorized access to the Software or related systems or networks.

(i) To only login to the Software using your own valid login credentials and to not login or attempt to login as any other user other than yourself.

3. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.

You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding.

4. RESTRICTIONS ON USE

You shall not post, upload, input to, or otherwise transmit through, the Software any material that:

(a) is invasive of privacy, defamatory, obscene or otherwise objectionable.

(b) gives rise to civil liability or otherwise violates any law

(c) has not been lawfully obtained.

You agree to defend, hold harmless, and indemnify us and our personnel, employees, staff, agents, officers, directors and related parties from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of your breach of clause 4.

5. DATA PRIVACY

You may upload information to the crm.propspace.com website including, without limitation, property listings, leads, contacts, personal information and information about your company (Content). You acknowledge and agree that we (including our affiliates and other authorized service providers) are entitled to access, modify and reproduce (Process) the Content but only to the extent necessary to provide support services in response to your requests. To the extent the Content includes personal data, you represent that you have the authority to consent on behalf of the relevant individual to the Processing of the Content in the manner contemplated by this Licence.

Keeping the Content secure and preventing unauthorized access to the Content is of utmost priority to us, and we take all steps reasonably necessary to protect the Content against any unauthorised access, use, alteration, disclosure or destruction. Whilst we have put in place physical, electronic and managerial procedures to secure and safeguard the Content, we will not be responsible for any unauthorised access by third parties.

6. NO WARRANTY.

We expressly disclaim any warranty for the Software and/or Documentation. The Software and Documentation is provided ?as is?, and to the extent permitted by law, without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness for purpose. We do not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software and/or Documentation. We make no warranties with respect to harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program.

7. LIMITATION OF LIABILITY

We shall not be liable for any direct and/or indirect damages arising out of your use of the Software and/or Documentation. We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss or corruption of data or information, loss of business opportunity, goodwill or reputation and/or any indirect or consequential loss or damage. We shall not be liable for the content of the Software and/or Documentation including but not limited to errors, omissions, libel, infringements of rights, privacy and disclosure of confidential information.

This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

8. TERMINATION

Without prejudice to any other rights, we may terminate this Licence if you fail to comply with the terms and conditions of this Licence. Upon termination for any reason all rights granted to you under this Licence shall cease, you must cease all activities authorised by this Licence and you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

9. COMMUNICATIONS

If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to JRD GROUP DMCC at JRD Group, PO Box 410531, Dubai, UAE or by email to contact@jrdgroup.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.

If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.

If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

10. OTHER IMPORTANT TERMS

We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

This Licence constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence.

If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

This Licence, its subject matter and its formation, are governed by the laws of England and Wales. You and we both agree to that the courts of Dubai International Financial Centre will have non-exclusive jurisdiction. You and we further agree that any financial disputes relating to contract payments in relation to your use of PropSpace shall be settled via the Small Claims Tribunal in the DIFC Courts.