TERMS OF SERVICE

Last Updated: July 19, 2016

Welcome, and thank you for your interest in Properly, Inc. (“Properly,” “we,” or “us”) and our website at www.getproperly.com, along with our mobile applications (“App”), related websites, networks, others applications (including APIs), and other services provided by us (collectively, our “Service”). These Terms of Service are a legally binding contract between you and Properly regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “CONTINUE,” DOWNLOADING OUR MOBILE APP, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING PROPERLY’S PRIVACY POLICY (TOGETHER, THE “TERMS”).

If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service and you should cease using it.

These Terms apply regardless of whether you use any or all of the Services offered by Properly.

These Terms provide that the Service is provided to you “as is” without warranties of any kind; that Properly’s liability to you is limited; and that all disputes between you and Properly will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except in limited situations). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 27 for the details regarding your agreement to arbitrate any disputes with Properly.

1. Properly Service Overview. The Service is a platform enabled service that enables property owners and managers (“Hosts”) to create visual checklists of cleaning tasks that independent providers of cleaning services (“Cleaners”) can use when performing cleaning services (“Jobs”) for the Host at the Host’s property. For clarity, the Service consists solely of information provided and exchanged online. You understand and acknowledge that the functionality of how the Services undertake these tasks may develop and grow over time and in some cases will cease to be available; and you agree that this is the nature of the Service. You acknowledge and agree that the Services are being provided on a business-to-business basis (and is not intended to be available to consumers).

2. Host/cleaner relationship: Properly does not provide cleaning or other on-site services of any kind, nor does it employ any Cleaners, nor does it create any contractual relationships for the provision of the cleaning services (this is done solely between the Hosts and Cleaners). Hosts and Cleaners are entirely responsible for determining the terms and conditions governing any contract that they may subsequently form for cleaning services. You specifically acknowledge:

2.1 Host and Cleaner information is primarily user generated, and Properly does not vet any of the user generated information for accuracy;

2.2 Properly cannot (and does not) assume any responsibility for the accuracy or reliability of any information provided by Hosts or Cleaners

2.3 Properly cannot (and does not) vouch for either Hosts or Cleaners;

2.4 If you are a Cleaner, Properly cannot (and does not) vouch that:

· Hosts will pay you;

· the Host is who they say they are;

· you are safe on job site; or

· the Host is authorized to contract with you or employ you;

2.5 If you are a Host, Properly cannot (and does not) vouch that:

· any Cleaner is authorized to work or qualified to undertake the cleaning services; or

· it has verified the inputs that went into our algorithm for Reputation Scores and Matches are accurate e.g. if Properly displays that a Cleaner has worked for 5 Hosts, Properly only knows that 5 users registered as Hosts have sent checklists to relevant Cleaner (but Properly has not verified that those Hosts exist or that the Cleaner actually performed any work there, or that they were satisfied with the work performed).

3. Eligibility. You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree, on behalf of such organization, to be bound by these Terms. You may not access the Services if you are a direct competitor of Properly, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

4. Accounts and Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as the entity, organization or company you represent, your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@getproperly.com.

5. Charges. The visual checklist feature of the Service is currently provided to you free of charge, but we reserve the right to start charging, and if we do, you will be notified of those charges will be notified at the time of populating the visual checklists. If we offer additional features in the future that require payment of fees, those fees will be clearly identified as part of being able to access the relevant Services – if you do not accept those fees, you will not be able to access those Services. Where we do charge fees for any part of the Services, we may vary those fees at any point in the future (for the relevant Service from that point) and will make any fee increases clear to you before accessing the relevant Services. Where any fees are applicable:

5.1 Payment must be made by you in the currency identified to you in using the App (usually the in the local currency of the country where the Services are delivered to you). Your payment will be taken in the currency applicable to where you are accessing the Services (or if different, where the cleaning services will be undertaken).

5.2 Where you are paying through a credit card or PayPal, you will be charged an administration fee, payable to Properly, for any such payments, and you will be advised of such administration fee before your confirm the Services.

5.3 Where we facilitate any portal for payment services between users, this is solely done on the basis as a pass-through services and if available, will utilize a third party provider (such as PayPal). Any administration fee for that pass-through service will be identified at the time of the Service – if you accept the Service then we are authorized to deduct that administration fee from any funds passing through the portal for payment services.

6. Third Party Fees. If you use the Service on a mobile device, you may incur fees and charges from your mobile network operator (“Carrier”) for mobile services such as data transfer and messaging. You are solely responsible for the payment of all fees and charges from your Carrier, even for Carrier services that you use in connection with the Service. Please note that your use of the Service may involve transmission of large quantities of data, such as uploading and downloading high-resolution photographs. Accordingly, you should use care when selecting a service plan offered by your Carrier.

7. License to download App. Subject to your complete and ongoing compliance with these Terms, Properly grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the App as downloaded directly from Properly or from a legitimate software marketplace (such as Apple’s App Store or the Google Play store), solely in object code format, for your personal use, on a compatible mobile device that you own or control, and for the purpose of accessing and using the Service in accordance with the Terms. You may not reproduce, distribute, publicly display, or publicly perform the App. You may not interfere with or circumvent any feature of the App, including without limitation any security feature or access control mechanism. You may not use the App if your use would be prohibited by any applicable law.

8. Google Play and Apple Store.

8.1 Where you have downloaded the App from the Apple Store (operated by Apple Inc. and other companies within its group (collectively “Apple”)) you acknowledge and agree that:

· your rights to install and use the App and make any in-app purchases through the App are subject to these Terms and the relevant terms in the Apple Store terms of service;

· Apple is not responsible for the App in any way, including for any maintenance or support of the App;

· to the maximum extent permitted by law, Apple has no warranty obligations with respect to the App;

· Apple is not responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that persons intellectual property rights); and

· although these Terms are entered into between you and Properly, Apple, as a third party beneficiary under these Terms, will have the right to enforce these Terms against you.

8.2 Where you have downloaded the App from the Google Play Store (operated by Alphabet Inc. and other companies within its group (collectively “Alphabet”)), you acknowledge and agree that:

· your rights to install and use the App and make any in-app purchases through the App are subject to these Terms and the relevant terms in the Google Play Store terms of service;

· Alphabet is not responsible for the App in any way, including any maintenance or support of the App; and

· Alphabet is not responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that persons intellectual property rights).

8.3 You represent and warrant (including for the benefit of Apple and Alphabet) that you are not, and will not, be located in any country that is the subject of a US Government embargo or that has been designated by the US Government as a “terrorist supporting” country and that you are not listed on any US Government list of prohibited or restricted parties.

9. User Content

9.1 User Content Generally. Certain features of the Service may permit users to upload content to the Service, including visual checklists, photographs, messages, reviews, video, audio, and other data and text (“User Content”) and to make such User Content available to other users of the Service. For example, when performing a Job, Cleaners may upload photographs for the Host to view. You retain all copyrights and any other proprietary rights (excepting any licenses granted by these Terms) that you may hold in the User Content that you upload to the Service.

9.2 Limited License Grant to Properly. When you ask us to provide your User Content to other users (for example, transmitting a Host’s visual checklist to a Cleaner, or a Cleaner’s photographs to a Host) we need you to grant us certain rights so that we can fulfil your requests. By uploading User Content to the Service, you grant us a perpetual, worldwide, non-exclusive, royalty-free, fully paid, transferable, sub-licensable (to any tier), irrevocable license to host, copy, transfer, display, perform, modify for display, and distribute your User Content, for the purpose of operating the Service and providing your User Content to other users as you choose.

9.3 Limited License Grant to Other Users. If you are a Cleaner, and you upload one or more photographs taken while performing a Job for a Host, you grant that Host a perpetual, worldwide, non-exclusive, royalty-free, fully paid, transferable, sub-licensable (to any tier), irrevocable license to exploit such photographs in any manner the Host chooses.

9.4 User Content Representations and Warranties. You are solely responsible for your User Content. By uploading User Content, you affirm, represent, and warrant that:

a. you are the creator and owner of the User Content, or have the necessary rights, consents, and permissions to authorize Properly and users of the Service to exercise the licenses you have granted in this section; and

b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate 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) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Properly to violate any law or regulation.

9.5 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users upload, and will not be in any way responsible or liable for User Content. Properly may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content uploaded by other users, and you acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You understand that Properly does not vet the User Content in any way and cannot and does not make any claims regarding it, including but not limited to claims as to its accuracy or authenticity. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Properly with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If Properly is notified that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice.

10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO:

10.1 use the Service except for any reason that what it is naturally intended for;

10.2 use the Service for any illegal purpose or in violation of any local, state, national, or international law;

10.3 violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right or their right to privacy;

10.4 post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

10.5 interfere with security-related features of the Service;

10.6 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;

10.7 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission;

10.8 use the Services in violation of these Terms, including but not limited to the provisions of Section 3;

10.9 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 19) or any right or ability to view, access, or use any Material; or

10.10 attempt to do any of the acts described in this Section 10, or assist or permit any person in engaging in any of the acts described in this Section 10.

11. Reputation Scores and Matches. We may calculate and display on the Service numbers, symbols, and other representations intended to indicate the frequency and other characteristics of each user’s interactions with the Service and with other users of the Service (“Reputation Scores”), as indicated by those other users. We may use Reputation Scores or other information we hold to also suggest particular matches between users, typically Hosts and Cleaners (“Matches”). In relation to all Reputation Scores and Matches, you specifically acknowledge and accept:

11.1 We may generate Reputation Scores and Matches using any algorithms, methods, and data we choose, including data we collect from your use of the Service (including when you offer or perform Jobs) and feedback from other users of the Service, and we are not required to reveal those algorithms, methods, and data. For more details on some of the factors currently taken into account in our algorithms please see the FAQ section of the App.

11.2 We do not (and are not obliged to) verify the Reputation Scores or Matches either through direct contact, personal interviews or separate external investigation of a user of the Service.

11.3 Properly does not conduct background checks on users (including for the purposes of generating Reputation Scores and Matches).

11.4 Initial Reputation Scores and Matches generated by the App will be based on a relatively limited subset of data and should be treated by you accordingly.

11.5 It is the nature of such user reputation, matching and feedback systems, and necessary to their usefulness, that some users will have higher or lower Reputation Scores are generate more Matches than other users. For that reason, we may display Reputation Scores and/or Matches in connection with your account, user name, and activity on the Service, and we are not required to change, remove, modify or conceal your Reputation Scores and/or Matches, even if you so request, and even if you are dissatisfied with your Reputation Scores and/or Matches.

11.6 The existence and display of Reputation Scores or Matches are based entirely upon user data and user information and are in no way meant to indicate an assertion by Properly of the identity, validity, quality, competence, reliability, or any other characteristic of the Host or Cleaner in question.

12. Safety. You specifically acknowledge and accept that Properly does not investigate the information users provide through the Service, such as information contained in user profiles, and does not represent that such information is true or complete. Reputation Scores and any recommended Matches do not (and are not designed or intended to) indicate personal safety or risk levels. Properly encourages all Cleaners and Hosts to take reasonable and prudent safety precautions when meeting new people, particularly inside a private home.

13. Location Services. Some of the features of the Service may enable us to access the then-current location of your mobile device in order to tailor your experience with the Service based on your location. In order to use such features, you must enable certain features of your mobile phone such as GPS, Wi-Fi, and Bluetooth, which enable us to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-fencing technology, or detection by physical on-location Wi-Fi or Bluetooth sensors (“Location Services”). You have the option to disable Location Services or block our access to Location Services on your mobile device, but if you choose to disable or block Location Services, you will not be able to utilize certain features of the Service. By enabling Properly’s access to Location Services on your device, you allow Properly to use Location Services data to provide you with features related to and based on your then-current location, and you acknowledge that Location Services data that Properly collects is directly relevant to your use of the Service.

14. Maintenance and Beta Services.

14.1 Properly may provide updates to or new versions of the Services (or any parts of it) and reserve the right to take down applicable servers hosting the Service and as applicable, the App, to conduct Scheduled Maintenance or any other urgent maintenance. Properly will use reasonable efforts to perform Scheduled Maintenance outside of standard business hours and provide prior notification to you. You agree to comply with our instructions in relation to any update or new version and we will not be held liable for any upgrade, update or new version of the Services (or any part of them). For the purposes of this clause 14.1, “Scheduled Maintenance” means routine maintenance that is carried out at set intervals for the purpose of releasing or updating versions of the App or undertaking work to the website of Properly.

14.2 From time to time, Properly may invite you to try services that are not generally available to user (and which may or may not subsequently become generally become available) at no charge (“Beta Services”). You may accept or decline any such trial in your sole discretion. Beta Services will be clearly designated as such, for example as beta, pilot, limited release, preview, evaluation release or similar description. Beta Services are: (a) for evaluation purposes only; (b) not to be considered as Services; (c) unsupported; and (e) not guaranteed of ultimate release as Services, or if released, may be subject to additional terms. Any Beta Services trialed may be withdrawn by us at any time. Any warranties given by Properly in these Terms do not apply to Beta Services and they should be treated on an “as is – where is” basis.

14.3 Properly may at its discretion use technology (including digital rights management protocols) or other means to protect the Services, protect its customers, or to prevent you from breaching these Terms.

15. Linked Websites. The Service may contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.

16. Termination; Discontinuation and Modification of the Service. You may terminate these Terms at any time by (i) contacting customer service at support@getproperly.com and requesting termination of your account, (ii) uninstalling the App, and (iii) ceasing all use of the Service. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In addition, Properly may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. Upon termination of these Terms for any reason, Sections 7 and 16 through 27 will survive.

17. Privacy Policy. Please read Properly’s Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

18. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, Properly will use reasonable endeavors to publicly post and draw your attention to those material modifications. Immaterial modifications are effective upon publication. Any continued use of the Services following any modifications will be deemed acceptance of them. If you do not agree with a modification your only right is to terminate under clause 16. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

19. Ownership; Proprietary Rights. The Service is owned and operated by Properly. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Properly are protected by intellectual property and other laws. All Materials contained in the Service are the property of Properly or our third-party licensors. Except as expressly authorized by Properly, you may not make use of the Materials. Properly reserves all rights to the Materials not granted expressly in these Terms.

20. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service, or your experiences with the Service or with other users of the Service (collectively, “Feedback”), then you hereby grant Properly a perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

21. Nature of Relationship. The relationship between you and Properly is that of independent contractors. Nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations, or commitments of any kind, or to take any action, that shall be binding upon the other, except as provided for herein or authorized in writing by the party to be bound. Properly does not employ, pay, or supervise any Cleaners, nor does Properly serve as a hiring or contracting agency for Cleaners. If a Host chooses to hire a Cleaner, that business relationship is entirely between the Host and the Cleaner. Properly merely provides certain online features and services (such as visual checklists) as part of the Service offered to both Hosts and Cleaners. If you are a Cleaner, you expressly acknowledge that you are not an employee of Properly, and that you are not entitled to any benefits of employment with Properly, including but not limited to unemployment benefits. You expressly acknowledge that you are responsible for filing and paying your own taxes.

22. Indemnity. You are responsible for your use of the Service, and you will defend and indemnify Properly and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Properly Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party, including other users of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

23. Disclaimers; No Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE, AND ANY CONTENT AVAILABLE THROUGH THE SERVICE, IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. THE PROPERLY ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS,IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE PROPERLY ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, RELIABLE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Properly ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU USE THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER OR MOBILE DEVICE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

24. Limitation of Liability

IN NO EVENT WILL THE PROPERLY ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY PROPERLY ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 27., THE AGGREGATE LIABILITY OF THE PROPERLY ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) ONE HUNDRED UNITED STATES DOLLARS OR (B) THE AMOUNT YOU HAVE PAID TO PROPERLY FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ALLOCATEs THE RISKS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, and but for this allocation, the service would not be provided to you free of charge or for the price you paid. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 24WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

25. Governing Law. These Terms are governed by the laws of:

25.1 New South Wales, Australia, where you are accessing and using the Services in Australia;

25.2 the State of California in the United States of America, where you are accessing and using the Services in the United States of America; and

25.3 New Zealand, where you are accessing and using the Services in any other parts of the World (including New Zealand).

25.4 .

If a lawsuit or court proceeding is permitted under these Terms and without detracting from clause 27, then you and Properly agree to submit to the personal and exclusive jurisdiction of the courts of New South Wales, Australia, San Francisco, USA or New Zealand (as applicable) for the purpose of litigating any dispute. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations outside California.

26. General. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Properly regarding your use of the Service. These Terms may be amended at any time by Properly, pursuant to Section 18. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The English language version of these Terms is the official and controlling version, and any translation provided is solely for convenience.

27. Dispute Resolution and Arbitration

27.1 Generally. In the interest of resolving disputes between you and Properly in the most expedient and cost effective manner, you and Properly agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PROPERLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

27.2 Exceptions. Despite the provisions of Section 27.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

27.3 Notice and good faith resolution. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or by an internationally recognized courier service, in each case with all postage and delivery fees paid and a delivery confirmation required, or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Properly's address for Notice is: Properly, Inc., 611 S Van Ness Street, 2nd floor San Francisco, CA 94110. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Properly may commence an arbitration proceeding.

27.4 Process. Where a party seeks to commence an arbitration proceeding pursuant to clause 27.3:

· and the Services are delivered in Australia: it will be resolved by arbitration under the dispute shall be resolved in accordance with the Australian Centre for International Commercial Arbitration (“ACICA”) Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. If the parties are unable to agree on the appointment of an arbitrator, one shall be appointed by the President of the ACICA. During such arbitration, both parties may be represented by a duly qualified legal practitioner

· and the Services are delivered in the United States of America: it will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Properly; and

· and the Services are delivered elsewhere in the World (including New Zealand): it will be resolved by arbitration under the Arbitration Act 1996 (New Zealand). If the parties are unable to agree on the appointment of an arbitrator, one shall be appointed by the President of the New Zealand Law Society. During such arbitration, both parties may be represented by a duly qualified legal practitioner. A party to arbitration under this Agreement may appeal to the High Court on any question of law arising out of an award, and any matter relating to the construction of this Agreement shall be considered a question of law.

27.5 No Class Actions. YOU AND PROPERLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Properly agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

27.6 Enforceability. If Section 27.5is found to be unenforceable or if the entirety of this Section 27is found to be unenforceable, then the entirety of this Section 27will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 25will govern any action arising out of or related to these Terms.

28. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

29. Contact Information. The Service is offered by Properly, Inc., located at 611 S Van Ness Street, 2nd floor San Francisco, CA 94110, USA. You may contact us by sending correspondence to that address or by emailing us at support@getproperly.com.