Last Updated: April 12, 2020
1. Services and Accounts
1.1 Platform is a Venue. PropYoda Platform participants are independent entities. A participant seeking services or equipment offered by a Platform participant, is responsible for selecting the right provider for their needs.
Users do hereby represent, understand and expressly agree that PropYoda does not have control over the quality, timing, legality or any other aspect whatsoever of the services and equipment delivered by the platform participants, nor of the integrity, responsibility or any of the actions whatsoever of the service and equipment procurers. PropYoda makes no representations about the suitability, reliability, timeliness, and accuracy of the services and equipment obtained through the Platform, whether in public, private or offline interactions. PropYoda does not assume any responsibility for the accuracy or reliability of any information provided by participants on this Site. PropYoda does not assume and expressly disclaims any liability that may result from the use of this information. PropYoda is not responsible for the conduct, whether online or offline, of any User. All Users, including do hereby expressly agree not to hold PropYoda (or PropYoda's officers, directors, investors, subsidiaries, agents, assignees, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners, or employees, hereinafter "Affiliates") liable for any instruction, advice or services delivered which originated through the Platform and PropYoda and its Affiliates expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.
PropYoda controls and operates the Platform from various locations and makes no representation that the Platform is appropriate or available for use in all locations. PropYoda services may not be available in your location, and available services may vary among locations. In addition, PropYoda will attempt to deliver all correspondence sent via the Platform's messaging system. PropYoda does not, however, guarantee delivery of all messages.
1.2 Account Creation. In order to use the Platform, depending on the type of Services you intend to seek, you may be required to register for an account ("Account") and provide certain information about yourself and where applicable, about your organisation as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information.
(a) Verified Mobile Phone Number. In order to create an Account, all Users must provide a valid mobile phone number, which is owned by or registered to such User, and where needed, verify such number as instructed by us. In certain cases, to verify your mobile phone number, the Platform will send you a code via text message to the mobile phone number you provide, and you must enter that code as instructed via the Application. If you change your mobile phone number, you must promptly provide and verify your new mobile phone number.
(b) Consent to receive communication. When you provide your mobile phone number or email ID you expressly consent to receive direct dial calls, autodialled, pre-recorded message calls, text messages, push notifications and in-app notifications, as well as text, voice, video messages via messenger applications or messenger platforms on mobile or web to which you have subscribed and whose subscriptions are linked to the mobile phone number or email ID you have provided, from us regarding your Account and Services.
1.3 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify PropYoda of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. PropYoda cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
1.4 Usage Fees., Certain Services may be subject to payments, which may be recurring payment, one-time payment, or a combination of both. (the "Paid Services"). The applicable payment for such Services will be expressly advised to user before obtaining Paid Services.
1.5 Transaction Fees. Certain financial transactions (“Transaction Services”) on the platform may attract a transaction fee which may be a fixed fee, a percentage of transaction value or a combination on both. The applicable fee for such transactions will be advised to the users at the time of opting in to enable such transactions.
1.6 Payment Card Information. To facilitate charging of User or Transaction Fee, certain user types must provide account information for at least one valid debit or credit card by creating a Billing Account with our Payment Processor. (see "Billing" in Subsection 1.9 below).
1.7 Bank Account information. To facilitate credit of payments for work done or equipment delivered, certain user types must provide bank account information or an equivalent Identifier such as Pay Now ID.
1.8 GIRO authorisation: To facilitate paperless payments to vendors and service providers, certain user types are required to provide a GIRO authorisation to their bank account for debiting due payments. All such debits will be made only after the authorised signatories of the bank account approve payments via a secured digital link.
1.10 Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the other platform users including us, you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
1.11 Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Paid Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. YOU MAY TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD BY MODIFYING YOUR PAYMENT PREFERENCES UNDER "My Subscription" MENU ON THE PLATFORM.
1.12 Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY CONTACTING US AT SUPPORT@PROPYODA.COM. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
1.13 Change in Amount Authorized. If the amount to be charged to your Billing Account or to be paid to a vendor or service provider varies from the amount you pre-authorized (other than due to the imposition or change in the amount of statutory taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method.
1.14 Auto-Renewal for Subscription Services. Unless you opt out of the Subscription Services, which can be done by indicating your "unselect" election in the "My Subscription" section of the Platform, any subscription Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. You may change or resign your subscription Paid Services by changing your subscription status via the Platform. If you terminate a subscription service, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
1.15 Reaffirmation of Authorization. Your non-termination or PropYoda's continued provision of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment, and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, per usage, or as otherwise described when you initially selected to use the Paid Service. (If the method by which we charge you for any Paid Service changes, including the timing of those charges, we will notify you via the Platform and/or in revisions to these Terms.)
2. Access to the Platform.
2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive website, product, or service; (d) co-brand (i.e., display any name, logo, trademark or other means of attribution or identification of any party in such a manner reasonably likely to give a user the impression that such other party has the right to display, publish or distribute the Service or content accessible through the Service) the Service, the Content or any portion thereof;(e) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device (whereby the Service or portion thereof will appear on the same screen with a portion of another website) and (f) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platform shall be subject to these Terms. All copyright and other proprietary notices on the Platform (or on any content displayed on the Platform) must be retained on all copies thereof. User agrees to cooperate with PropYoda in causing any unauthorized co-branding, framing or linking to immediately cease.
2.3 Modification. PropYoda reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you. You agree that PropYoda will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platform or any part thereof.
2.4 No Support or Maintenance. You acknowledge and agree that PropYoda will have no obligation to provide you with any support or maintenance in connection with the Platform.
2.5 Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade-marks, and trade secrets, in the Platform and its content are owned by PropYoda or PropYoda's suppliers and/or business partners. Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. PropYoda and its suppliers and/or business partners reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
3. User Content
3.1 User Content. "User Content" means any and all information and content that a user submits to, or uses with, the Platform (e.g., content in the user's profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by PropYoda. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. PropYoda is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
3.2 License. You hereby grant (and you represent and warrant that you have the right to grant) to PropYoda an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Platform. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
3.3 Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy":
(a) You represent and warrant that (i) you are of legal age and have capacity to agree to these Terms; (ii) you own or otherwise control all of the rights to your User Content; (iii) all your User Content is accurate; and (iv) exploitation of your User Content by PropYoda and any other users, partners, and licensees will not violate these Terms, cause injury to any person or entity, or infringe any third-party rights (including, without limitation, intellectual property rights and rights of privacy or publicity). You are not permitted to use the Platform or our services or submit User Content if you are under the age of 18 years. PropYoda reserves the right to ask for your date of birth from you or obtain from any third-party site to which you provide authorisation to obtain such information from such as Facebook or MyInfo. We do not assume any responsibility for any misrepresentations regarding your age when using the Platform.
(b) You agree (i) to provide accurate, current, and complete information about you as may be prompted by a registration form on the Platform; (ii) to maintain the security of your passwords and identification; and (iv) to maintain and promptly update your Account information and any other information you provide to PropYoda, to keep it accurate, current and compete.
(c) You agree NOT to use the Platform to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libellous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
(d) You further agree NOT to: (i) upload, transmit, or distribute to or through the Platform any computer or mobile device viruses, worms, or any software intended to damage or alter a computer system, mobile device or data; (ii) send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user's use and enjoyment of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
(e) You hereby authorize PropYoda to verify your representations and warranties herein, and you acknowledge that PropYoda reserves the right, but not the obligation, to verify such representations and warranties, which may include, without limitation, conducting criminal background checks and using other available public or authorized agency records, and to take action we deem appropriate in our sole discretion, including but not limited to terminating your account and/or suspending your access to the Platform and PropYoda's services, should we determine, in our sole opinion, that you have violated any representation or warranty or any other provision of these Terms. If PropYoda becomes aware of or believes that there are violations of this Acceptable Use Policy by any User, or that the User has otherwise provided any false or misleading information, we may, among other things, suspend and/or terminate such User with or without notice at our sole discretion.
The preceding paragraph notwithstanding, you understand and agree PropYoda does not conduct background checks of any User. You also understand and agree PropYoda neither confirms nor denies the validity of User Content and that PropYoda does not verify that any or all of the Acceptable Use Policy conditions are met by Users. You understand and agree to make your own decisions and assessments about persons to engage and IT IS YOUR RESPONSIBILITY TO CONDUCT ANY AND ALL BACKGROUND AND REFERENCE CHECKS REGARDING OTHER USERS.
PROPYODA DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY MISSTATEMENTS AND/OR MISREPRESENTATIONS MADE BY ANY USERS OF THE SITE. USERS DO HEREBY REPRESENT, UNDERSTAND AND AGREE TO HOLD PROPYODA HARMLESS FOR ANY MISSTATEMENTSAND/OR MISREPRESENTATIONS MADE BY ANY USERS OF THIS PLATFORM.
3.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
3.5 Feedback. If you provide PropYoda with any feedback or suggestions regarding the Platform ("Feedback"), you hereby assign to PropYoda all rights in such Feedback and agree that PropYoda shall have the right to use and fully use such Feedback and related information in any manner it deems appropriate. PropYoda will treat any Feedback you provide to PropYoda as non-confidential and non-proprietary. You agree that you will not submit to PropYoda any information or ideas that you consider to be confidential or proprietary.
4 Indemnification. You agree to indemnify and hold PropYoda (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Platform, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. PropYoda reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of PropYoda. PropYoda will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
5 Third-Party Links & Ads; Other Users
5.1 Third-Party Links & Ads. The Platform may contain links to third-party websites, mobile applications and services, and/or display advertisements for third parties (collectively, "Third-Party Links & Ads"). Such Third-Party Links & Ads are not under the control of PropYoda, and PropYoda is not responsible for any Third-Party Links & Ads. PropYoda provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
5.2 Other Users. Each Platform User is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Platform users are solely between you and such users. You agree that PropYoda will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Platform user, we are under no obligation to become involved.
5.3 Release. You hereby release and forever discharge PropYoda (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Platform (including any interactions with, or act or omission of, other Platform users or any Third-Party Links & Ads).
USE OF THIS PLATFORM IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICTLY STATED. THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND PROPYODA (AND OUR SUPPLIERS AND/OR BUSINESS PARTNERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND/OR BUSINESS PARTNERS) MAKE NO WARRANTY (A) THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, NOR (B) THAT WE WILL REVIEW THE INFORMATION OR MATERIALS MADE AVAILABLE THROUGH OUR SERVICES FOR ACCURACY OR PRESERVE, OR MAINTAIN ANY SUCH INFORMATION OR MATERIALS WITHOUT LOSS. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE PLATFORM, INCLUDING ANY DAMAGES RESULTED FROM COMPUTER VIRUSES. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF FIRST USE.
OUR SERVICES OR SERVICES PROVIDED BY THE PLATFORM ARE NOT AVAILABLE IN ALL JURISDICTIONS OR COUNTRIES. ALL ADVERTISING IS INTENDED SOLELY FOR THE MARKETS WHERE THE SERVICS ARE AVAILABLE. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE FITNESS FOR A PARTICULAR PURPOSE OF ANY DOWNLOADS, PROGRAMS AND TEXT AVAILABLE THROUGH THIS PLATFORM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
7 Limitation on Liability
THE PLATFORM OFFERS A MARKETPLACE AND TRANSACTION PLATFORM FOR PARTICIPANTS IN THE REAL ESTATE ECO SYSTEM. YOU UNDERSTAND AND AGREE THAT PROPYODA HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER AND THAT PROPYODA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE CONTENT OR SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT PROPYODA IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PLATFORM. AS SUCH, PROPYODA EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO THE PLATFORM.
USERS OF THE PLATFORM WILL TRANSACT BETWEEN THEMSELVES. PROPYODA WILL NOT BE INVOLVED IN ANY USER INTERACTIONS OR USER DECISION MAKING. PROPYODA IS NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSS, INJURY, OR DAMAGE OF ANY KIND THAT MIGHT ARISE DURING AND AFTER USER INTERACTION. YOU UNDERSTAND AND AGREE THAT PROPYODA HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER ON OR OFF THE PLATFORM AND THAT PROPYODA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE CONTENT OR SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT PROPYODA IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ON OR OFF THE PLATFORM, OF ANY USER. AS SUCH, PROPYODA EXPRESSLY DISCLAIMS, AND EACH USER EXPRESSLY RELEASES PROPYODA FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO THE PLATFORM, INCLUDING WITHOUT LIMITATION ANY ACTS AND/OR OMISSIONS OF USERS ON OR OFF THE PLATFORM.
PROPYODA SHALL NOT BE LIABLE FOR DELAYS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, DEVICES USED FOR ACCESSING THE PLATFORM OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. BY USING THE PLATFORM, YOU THEREBY INDEMNIFY PROPYODA, ITS EMPLOYEES, AGENTS AND AFFILIATES AGAINST ANY LOSS OR DAMAGE, IN WHATEVER MANNER, HOWSOEVER CAUSED.
TO THE FULL EXTENT PERMITTED BY LAW, PROPYODA (OR OUR SUPPLIERS AND/OR BUSINESS PARTNERS) IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, EVEN IF PROPYODA HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE PLATFORM; (B) THE COST OR PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE PLATFORM; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSION OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (D) CONTENT OR INFORMATION USERS MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL PROPYODA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO PROPYODA OR ANY SUBSIDIARY OR AFFILIATE OF PROPYODA, IF ANY.
IF YOU ARE DISSATISFIED WITH THE PLATFORM OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.
8. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Platform. We may suspend or terminate your rights to use the Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. PropYoda will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 10.
9. Copyright Policy.
PropYoda respects the intellectual property of others and asks that Users of our Platform do the same. In connection with our Platform, we have adopted and implemented a policy respecting copyright laws that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Platform who are repeat infringers of intellectual property rights, including copyrights.
If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access thereto) from the Platform by contacting PropYoda at firstname.lastname@example.org, and providing, in writing, the following information:
· Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
· Identification of the material that you believe to be infringing and its location. Please describe the material and provide us with its URL or any other pertinent information that will allow us to locate the material.
· Your name, address, telephone number and (if available) e-mail address.
· A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
· A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
· A signature or the electronic equivalent from the copyright holder or authorized representative.
10.1 Changes. PropYoda reserves the right, in its sole discretion, to change these Terms from time to time and without notice as it sees fit, including, without limitation, by removing, adding or modifying portions thereof and your continued use of the Platform will signify your acceptance of any adjustment to these terms. You are therefore advised to re-read this statement on a regular basis. If you object to any such changes, your sole recourse shall be to cease using the Platform. Continued use of the Platform following any such changes shall indicate your acknowledgment of such changes and satisfaction with the Platform and all our services.
10.2 Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with PropYoda and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by PropYoda that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and PropYoda, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to PropYoda should be sent to: PropYoda, 10-62 Raffles Place, Singapore 048616. After the Notice is received, you and PropYoda may attempt to resolve the claim or dispute informally. If you and PropYoda do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
(c) Arbitration shall be initiated through the Singapore International Arbitration Centre ("SIAC"), in accordance with the Arbitration Rules of the SIAC ("SIAC Rules"). The seat of the arbitration shall be Singapore. The Tribunal shall consist of a single, neutral arbitrator.
(d) Time Limits. If you or PropYoda pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the SIAC Rules for the pertinent claim.
(e) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and PropYoda, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the SIAC Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and PropYoda.
(f) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and PropYoda in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND PROPYODA WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(g) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
(h) Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
(i) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(j) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
(k) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with PropYoda.
(l) Small Claims Tribunals. Notwithstanding the foregoing, either you or PropYoda may bring an individual action in the small claims tribunals
(m) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
(n) Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
(o) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Singapore, for such purpose.
(p) Export. The Platform may be subject to Singaporean export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any Singaporean technical data acquired from PropYoda, or any products utilizing such data, in violation of the export laws or regulations of Singapore.
10.3 Disclosures. PropYoda is located at the address in Section 10.8.
10.4 Electronic Communications. The communications between you and PropYoda use electronic means, whether you use the Platform or send us emails, or whether PropYoda posts notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from PropYoda in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that PropYoda provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
10.5 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Platform. Our failure to insist upon strict performance of any provision of these Terms or to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of PropYoda. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to PropYoda is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without PropYoda's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. PropYoda may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
10.6 Governing Law. By accessing this Platform and/or using our services you consent to these Terms. Use of the Platform and/or our services and these Terms shall be governed by and construed in accordance with Singapore law and you hereby submit to the exclusive jurisdiction of the courts of Singapore.
10.7 Copyright/Trademark Information. All trademarks, logos and service marks ("Marks") displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
10.8 Contact Information:
Address: PropYoda, #10-62 Raffles Place, Singapore 048616
These Terms form part of the Agreement between you and PropYoda. Your accessing of this Platform and/or undertaking of a service indicates your understanding, agreement to and acceptance, of the Disclaimer Notice and the Terms and Conditions contained herein. Your statutory consumer rights are unaffected.