GETPROP EXPERT MASTER TERMS AND CONDITIONS
These Master Terms and Conditions (hereinafter “Master Terms”) govern your subscription to and/or use of our Services.
They are effective between you and us as of the date when you start using the Services or the date you accept these Master Terms, whichever is earlier.
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Authorized User” means those employees of the Client who are authorized by the Client to use the Services as described in these Master Terms.
“Content” means information obtained by us from publicly available sources or third-party content providers and made available to you through the Services, beta services or pursuant to an Order Form.
“Contract” means the Order Form, these Master Terms, and the DPA, together.
“Data” means electronic data and information submitted by you, excluding content and non-GETPROP Expert applications.
“Data Protection Agreement” hereinafter “DPA” shall be a reference to the document found at the following link and made a part of these Master Terms pursuant to Clause 13.2 herein.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means an ordering document, in physical or online form, specifying the Services to be provided hereunder via GETPROP Expert or any associated offline or mobile components, that is entered into between you and us.
“Services” means the services, including all services in connection with or relating to GETPROP Expert, made available online by us to the Users, as set out and confirmed by you under an Order Form, and where relevant corresponding to the country in which you are transacting to receive the services. You understand and agree that the services exclude content and applications that are not owned, licensed or operated by us.
“Start Date” shall mean the date provided on the Order Form outlining when the Contract shall commence.
“Term” shall have the meaning provided in clause 11.1(b) herein.
“User” means an individual who is authorized and permitted to use a Service, as an owner, operator, or authorized employer or individual of a subscribed user, who is subject to these Master Terms hereto. All Users will be accessing the Services through an account, purchased as a subscription, and to whom you (or, when applicable, us at your request) have supplied a User identification and password (for Services utilizing authentication). Users may include, for example, your employees, consultants, contractors and agents, and third parties with which you transact business. You are responsible that any party using your account or subscription is aware of and abides by all the provisions to the Terms of Conditions hereto.
“we”, “us”, “our”, “GetProp” means GetProp Solutions LLC and its subsidiaries, employees, officers, agents, affiliates, or assigned parties.
“you”, “your” or “Client” means you, a User, the company or other legal entity for which you are accepting these Master Terms, and Affiliates of that company or entity, which use the Services.
2. CONTRACT
2.1 Acceptance. You acknowledge and agree that you have read, understood and agree to all the terms of the Contract when submitting the Order Form as follows: by placing your electronic signature on the Order Form; or by signing a hard copy of the Order Form.
2.2 Authorization. If you are entering into the Contract on behalf of a company or any other legal person you warrant and represent you are fully authorized to enter into the Contract.
2.3 Contracted Parties. The Contract shall be between us and you and does not extend to cover any company or other legal person affiliated to you (including a subsidiary). No other company or legal person may use the Services under this Contract and must enter into a separate Contract with us.
2.4 Conflict of Terms. In the event of any conflict between these Master Terms and the Order Form, these Master Terms shall prevail.
3. USE OF SERVICES AND CONTENT
3.1 Subscriptions. Unless otherwise provided in the applicable Order Form, Services and access to all Content are purchased on a subscription basis per user. You acknowledge and agree that you have read, understood and agree to these Master Terms when placing your electronic signature on an online Order Form or by signing a hard copy Order Form. We reserve the right to reject any Order Form to provide the Services at our absolute discretion including but not limited where we believe that you do not comply with these Master Terms. Any free services are provided by us, at our sole discretion, for the duration and under the conditions we determine from time to time. Additional subscriptions may be added via a new Order Form during a subscription term as an add on to the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the additional subscriptions are added. Any added subscriptions will terminate on the same date as the underlying subscription. All pricing of subscriptions is subject to an Order Form presented by us.
3.2 User Names and Passwords. Acting in our sole discretion, we shall issue a username for an Authorized User, based on the number of users outlined in the Order Form. A username shall only be issued by us upon receipt of a valid email address for the Authorized User provided that: usernames shall not be issued for general email addresses that are not specific to an individual; and usernames shall not be issued for email addresses that are not related to the Client’s email address. The Client shall, and shall procure that each Authorized User, keep a username and password for the use of the Services secure and confidential and shall not reveal the username and password to any other person, and shall not share login credentials with any other person, regardless of whether such person is an employee of the Client’s company or not. The Client acknowledges and agrees that the Client shall be wholly responsible for all activities that occur through the use of the Client and/or the Authorized User’s usernames and passwords. The Client shall immediately notify us of any unauthorized use of the usernames and/or passwords.
4. RESPONSIBILITIES
4.1 Our Responsibilities. We will make the Services and Content available to you pursuant to these Master Terms and the applicable Order Forms, as well as provide applicable GETPROP Expert standard support for the Services outlined on your Order form, and use commercially reasonable efforts to make the online Services available, except for: (i) planned downtime (of which we shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond our reasonable control, including but not limited to, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem (other than one involving our employees), pandemic or epidemic, Internet service provider or other utilities provider failure or delay, denial of service attack, or other technical difficulties.
4.2 Your Responsibilities. You shall be responsible for: compliance with these Master Terms and your applicable Order Forms; the accuracy, quality and legality of any and all Data imported or submitted to GETPROP Expert or any of its Affiliates; the means by which you acquired your Data shall be through legal means and avenues; compliance with the DPA; using your best efforts to prevent unauthorized access to or use of your account, subscription, or these Services and Content provided by GETPROP Expert or any of its Affiliates. You shall notify us promptly if there is any such unauthorized access or use; and comply with all applicable laws and government regulations when it comes to the use of the Services. You shall not be permitted to do the following: Make any of the Services or Content of ours or its Affiliates available to, or use any of Services or Content of ours or our Affiliates for the benefit of, anyone other than you unless expressly stated otherwise in an Order Form; Sell, resell, license, sublicense, distribute, make available, rent, lease, transfer, or make available any Service or the Content of ours or our Affiliates, or include any Service or Content of ours or our Affiliates in any service bureau or outsourcing offering; Use any Service of ours or our Affiliates to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of any third-party privacy rights; Use any Service of ours or our or its Affiliates to store or transmit Malicious Code; Interfere with or disrupt the integrity or performance of any Service of ours or our Affiliates or third-party Data contained therein; Attempt to gain unauthorized access to any Services or Content of ours or our Affiliates or any its related systems or networks; Authorize any direct or indirect access to or use of your account or subscription or any Service or Content of ours or our Affiliates in a way that circumvents a contractual usage limit set out in the relevant Order Form, or use any of our Services to access or use any of our intellectual property except as permitted under these Master Terms or in an Order Form between you and us; Copy or reverse engineer any Service provided by us or our Affiliates or any part, feature, function or user interface thereof; Copy any Content of ours or our Affiliates; Frame or mirror any part of any Service or the Content of ours or our Affiliates, other than framing on your own intranets, account, subscription or otherwise for your own internal business purposes; Access any Service or Content of ours or our Affiliates in order to build a competitive product or service or to benchmark with a non-GETPROP Expert product or service; or allow any third-party to directly or indirectly access your account or subscription thereby allowing them to do the same.
4.3 Removal of Content. If we are required by a third-party to remove Content or Data, receive information that Content or Data provided to or by you may violate applicable law or third-party rights, or receive a data subject request under an applicable data protection regulation, then we may so notify you and in such event, you shall be required to promptly remove such Content or Data from your GETPROP Expert systems and/or account. If you do not take immediate required action in accordance with the above, we reserve the right to disable the applicable Content, Data, or your further use of the Services of us or our Affiliates until the potential violation is resolved, and that we are satisfied of the same.
5. FEES AND PAYMENT
5.1 We reserve the right, in our sole discretion, to charge a fee for the Services. To the extent applicable, the Services will not be activated until full payment has been provided whether in cash, credit card payments, or postdated cheques or other forms of payment as stipulated by an Order Form and in our sole discretion. You are liable for the costs incurred on all accepted Order Forms from the Start Date of each Order Form, which is specified within such Order Form or if no such date is specified from the date of acceptance of that Order Form, (which will be the date of signature) if nothing is stated in the Order Form.
5.2 If you have elected to pay via credit card, then please note that the service shall only become activated once the first payment or the sole payment (in the event of a lump sum payment upon the Contract) has been received by us.
5.3 If payment via credit card on a monthly basis was elected, then you shall be required to provide us with a security cheque at our direction and discretion. The security cheque shall be provided by you, within twenty-one (21) days of your acceptance of each Order Form. Failure to provide the security cheque(s) will result in the suspension of the Service, until such time that the security cheque(s) is provided to us.
5.4 In the event that any of the monthly fee owed by you pursuant to an invoice from us is successfully charged against your credit card then we reserve the right to present and cash any security cheque held by us. Please note that if the outstanding balance due towards the Order Forms is less than the amount of the security cheque, we shall provide a refund to you, representing the difference between the security cheque and the outstanding balance of the Order Forms.
5.5 Please note that if any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, those charges may accrue interest at the rate of 1% per month of the outstanding balance.
5.6 Please note any cheque issued by you that “bounces” due to insufficient funds or is rejected by the relevant financial institution for any other reason will incur a AED1000 administration fee payable to us within seven (7) calendar days and we reserve the right to charge you our reasonable administration costs in dealing with any failed payments and/or costs in relation to pursuing outstanding amounts (including legal fees and expenses).
5.7 The current Fees for the Service are specified in your Order Form. We offer a number of different packages that vary in terms of price and services included. You may subscribe to any of these packages but, switching or additions of special conditions to packages is at our sole discretion. If you wish to change your package during your Order Form then we reserve the right to amend any such terms in the Order Form including but not limited to the Fees.
5.8 You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. The fees are paid in consideration of the Services and Contents provided on an “as is” basis as set out in section 8.2 below.
5.9 We reserve the right, at our sole discretion, or if required by law, to add VAT at the appropriate rate for such goods and/or services to any invoices issued under or in connection with these Terms from the relevant time and you acknowledge and accept that you shall pay and be solely liable for any such VAT in addition to the purchase price for such goods and services.
5.10 If your access to the Services has been suspended for any reason during the term of your Order Form you will still be liable to pay any Fee due to us regardless of you receiving the Services.
5.11 If your access to the Services has been terminated for any reason during the term of your Order Form, then you shall be bound to all payments due under any applicable Order Form up to the point of termination.
5.12 We reserve the right to amend any terms in an Order Form, including package components and fees, provided that such amendments will not apply during the Term of any Contract entered into prior to the amendment.
5.13 We shall notify you in writing of any amendments related to fees. For Contracts that automatically renew pursuant to clause 11.1(d) herein, all fee related amendments shall apply to the renewed Contract from the Start Date of the renewed Term.
6. PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, we and our licensors and content providers reserve all of our/their rights, title and interest in and to the Services and Content of GetProp and its Affiliates, including all of our/their related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
6.2 Access to and Use of Services and Content. You have the non-exclusive, non-transferable right to access and use applicable Services and Content subject to the terms of the relevant Order Forms and these Master Terms. You acknowledge that all intellectual property rights in the Services and the Content throughout the world belong to or are licensed to us, that rights in the Services and Content are licensed to you, subject to a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license, and that you have no rights in, or to, the Services and the Content other than the right to use them in accordance with the terms of this License. You acknowledge that you have no right to have access to the Services in source code form or in unlocked coding.
6.3 License to Host Your Data and Applications. You hereby grant us a worldwide, limited-term, royalty-free license to host and broadcast your Data as you designate via use of the Service, including any program code created by or for you using our Services, as reasonably necessary for us to provide the Services in accordance with these Master Terms.
6.4 License to Data. You hereby grant us a worldwide, irrevocable, royalty-free license to the Data that you import, upload, or make part of the Services, including the GETPROP Expert system. Such license shall exclude all Personal Data, which will be governed by the DPA.
6.5 License to Use Feedback. You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our and/or our Affiliates’ Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of our or our Affiliates’ Services.
7. MINORS
7.1 We do not knowingly collect or otherwise process personal information from anyone under 18 years of age, or otherwise not capable of entering into contracts under applicable law. You understand and agree that anyone under 18 years of age, or otherwise not capable of entering into contracts under applicable law, are not permitted to use our Services.
8. RESPONSIBILITIES
8.1 Representations. You represent that you have validly entered into these Master Terms and have the legal power to do so. If you do not, then you are not permitted to enter into these Master Terms and to use the Services and Content of GetProp and its Affiliates, and should terminate use thereof effective immediately.
8.2 Disclaimers. Except as expressly provided herein, we do not make any warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Content and beta services are provided “as is,” exclusive of any warranty whatsoever, including without limitation warranty for the accuracy and completeness of the Services, Content, any information, text, graphics, links or other items contained in the Services or Content. We disclaim all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers, transmission of a computer virus, worm, time bomb or other such computer program.
9. INDEMNIFICATION
9.1 Indemnification by You. You hereby agree to defend us against any claim, demand, suit or proceeding made or brought against us (or against you and by which we are a named party) by a third party alleging that any of your Data infringes or misappropriates such third party’s intellectual property rights or applicable data protection regulations, or arising from your use of the Services or Content in violation of these Master Terms, the DPA, any Order Forms, or pursuant to any applicable laws (each a “Claim Against Us”), and you will indemnify us from any and all claims, actions, suits, demands, damages, liabilities, losses, costs, and expenses, including but not limited to attorney fees and disbursements, that are awarded against us as a result of, or for any amounts paid by you or us under a settlement approved by you in writing of, a Claim Against Us (or against you and by which we are a named party), provided however that we: (a) promptly provide you with written notice of the Claim Against Us (except if the claim is a claim against you by which we are a named party); (b) give you sole control of the defence and settlement of the Claim Against Us (except that you may not settle any Claim Against us unless it unconditionally releases us of all liability and further actions, suits, or claims), and (c) give you all reasonable assistance, at your sole expense.
10. LIMITATION OF LIABILITY
10.1 Limitation of Liability. In no event shall our, or our Affiliates’, aggregate liability arising out of or in connection with these Master Terms or the DPA, exceed the total amount of fees paid by you for such Services that gave rise to the liability in the twelve months preceding the first incident out of which the liability arose. The aforementioned limitation will apply whether an action is in contract or tort, and regardless of the theory of liability brought forth, but will not, however, limit your payment obligations under the “Fees and Payments” section herein these Master Terms.
10.2 Exclusion of Consequential and Related Damages. In no event shall GetProp or its Affiliates have any liability arising out of or related to these Master Terms and the DPA for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, regardless of whether an action is in contract or tort, and regardless of the theory of liability, even if your remedy otherwise fails as to its essential purpose. This disclaimer shall not apply to the extent that law prohibits it.
11. TERM AND TERMINATION
11.1 Term and Termination. These Master Terms commence on the date you start using the Services or the date of Acceptance (whichever is earlier) and continues until all your subscriptions hereunder have expired or have been terminated by us and subject to the following: Except as permitted by law, you may not terminate this Contract before the end of the contracted term under any circumstance. Unless otherwise expressly stated in the Contract or terminated earlier in accordance with its terms, the term of your Contract will commence on the Start Date specified in the Order Form and continue for the period outlined on such Order Form (“Term”); The Contract renewal type shall be outlined on the Order Form. Renewal types specified as “evergreen” or “automatic renewal” shall automatically renew at the end of the Term for an additional period equal to the Term of this Contract. In order to opt out of the automatic renewal of the Contract, you must provide a written notice at least 30 calendar days in advance of the end of the Term, which clearly formalizes this decision. Following the expiry of the Term, your contract will expire unless you renew your Contract with us, in which case the terms and package may be subject to changes. We may terminate this contract at any time for any reason provided that seven (7) days’ written notice has been provided to you. Should you continue to use the Service following termination of the contract, you shall remain liable for any and all costs incurred by you as is outlined in the applicable Order Forms and outlined by these Master Terms.
Without limiting our other rights, we may, within our discretion, immediately sanction you, or suspend or limit the Service and/or temporarily remove details of any Data, uploaded by you and/or terminate this Contract if: you fail to pay any fees, charges, or taxes due to us by the due date, or provide any security cheques as stipulated in the Contract; you breach any part of your Contract and fail to rectify that breach within seven (7) days of our giving notice requiring rectification; in our sole judgment, you threaten the security, integrity, or availability of our Services; any material supplied by you is false, misleading, offensive, or against public policy; any material supplied by you is unlawful or violates any copyrights, trademarks, or other intellectual property rights of any third party; you have engaged in any unlawful actions while using or accessing our Services or Content shall be subject to sanctions and limitations as determined in our discretion; you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.
11.2 Your Data Portability and Deletion. Upon written request by you made within 15 days after the effective date of termination or expiration of these Master Terms, we will make your Data available to you for export or download. As mentioned herein these Master Terms, such Data may become unavailable after 30 days, as a result of the closing of your account. After such 30-day period, we will have no obligation to maintain or provide any of your Data.
11.3 Surviving Provisions. The following clauses and provisions shall remain in full force and effect after the termination or expiration of these Master Terms: 3.2, 4.2, 5, 6, 8, 9, 10, 11.3, 12, 13, and the DPA.
12. NOTICE
12.1 Manner of Giving Notice. Except as otherwise specified in these Master Terms, all notices related to these Master Terms will be in writing and will be effective upon (a) personal delivery, (b) mailing or courier service by which the recipient signs for upon receiving such notice and (c) delivery by electronic mail.
13. GENERAL PROVISIONS
13.1 Incorporation by Reference. The provisions of the DPA form an integral part of this Contract and are incorporated herein by reference with the same force and effect as though fully set forth herein. In the event of any inconsistency between any provision of the DPA and the remainder of these master Terms, the text of the DPA shall be deemed to control.
13.2 Entire Agreement. These Master Terms, your Order Form, and the DPA constitute the sole and entire agreement between you and us regarding your use of our Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral, concerning its subject matter.
13.3 Amendment. We may change these Master Terms at any time on written notice. You acknowledge that our publishing of the amended version of the Master Terms at this link on our website constitutes written notice to you of such changes. No delay or failure by us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice our rights.
13.4 Assignment. You may not assign any part of the Service and/or your obligations set out in the Contract without our prior written consent.
13.5 Relationship of the Parties. The parties are independent contractors. These Master Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties..
13.6 Third-Party Beneficiaries. There are no third-party beneficiaries under these Master Terms.
13.7 Waiver. No failure or delay by either party in exercising any right under these Master Terms will constitute a waiver of that right.
13.8 Severability. If any provision of these Master Terms or the DPA is/are held by a court of competent jurisdiction to be contrary to the law, or deemed invalid, then that specific provision will be deemed null and void, but the remaining such provisions shall remain in full force and effect.
13.9 Governing Law and Jurisdiction. These Master Terms and any non-contractual obligations arising in connection with these Master Terms and your access to and use of the Services and Content shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre (DIFC) in the Emirate of Dubai, United Arab Emirates. You agree to submit to the exclusive jurisdiction of the Courts of the DIFC.
