# Platform – End User License Agreement #

PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY AS IT IS A LEGALLY BINDING AGREEMENT. BY INSTALLING OR USING PROPERTY PLATFORM LLC’S ("COMPANY") PROPERTY PLATFORM ("PLATFORM") ACCOMPANYING THIS LICENSE, INCLUDING ANY UPDATES OR NEW RELEASES, YOU INDICATE YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.

THE PLATFORM IS LICENSED BY COMPANY FOR USE ONLY IN ACCORDANCE WITH THE TERMS OF THIS LICENSE. THE PLATFORM INCLUDES SOFTWARE ("SOFTWARE") AND RELATED EXPLICATORY WRITTEN OR ON-LINE MATERIALS ("DOCUMENTATION"). THE TERM "SOFTWARE" INCLUDES ANY MODIFIED VERSIONS, UPGRADES, ADDITIONS AND COPIES OF THE SOFTWARE PROVIDED TO YOU. IF YOU DOWNLOAD, INSTALL, OR OTHERWISE USE A MODIFIED VERSION OF THE SOFTWARE PROVIDED BY COMPANY, THEN THE LICENSE TO YOUR PREVIOUS VERSION OF THE SOFTWARE TERMINATES, AND YOU HAVE A LICENSE ONLY TO SUCH MODIFIED VERSION, UPDATE, OR UPGRADE OF THE SOFTWARE UNDER THE TERMS AND CONDITIONS OF THIS EULA.

BY DOWNLOADING, INSTALLING, AND/OR OTHERWISE USING THE SOFTWARE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS EULA.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR DO NOT USE THE PLATFORM IN ANY MANNER WHATSOEVER. IF YOU DO NOT ACCEPT THIS EULA YOU MAY NOT INSTALL OR UTILISE THE PLATFORM.

**Grant of License** Subject to payment of the applicable license fees, Company hereby grants to you, and you accept, a nonexclusive, nontransferable, non-assignable license to install and use the Software in machine-readable, object code form only, for internal purposes only, and solely in the manner described herein and in any accompanying Documentation in connection with your license to use the Platform.

**Restrictions** EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, YOU SHALL NOT: COPY, IN WHOLE OR IN PART, THE SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; WORK AROUND ANY TECHNICAL LIMITATIONS IN THE SOFTWARE; ENGINEER, DECOMPILE OR DISASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE (EXCEPT AND ONLY TO THE EXTENT SUCH ACTIVITY IS EXPRESSLY PERMITTED BY APPLICABLE LAW OR THE TERMS GOVERNING USE OF ANY OPEN SOURCE COMPONENTS OF THE SOFTWARE NOTWITHSTANDING THIS LIMITATION). YOU MAY NOT ACCESS OR ALLOW THE SOFTWARE TO BE ACCESSED IN ANY MANNER THAT CONTRAVENES ANY APPLICABLE LAW OR CONSTITUTE ILLEGAL ACTIVITIES. ANY VIOLATIONS OF THE ABOVE RESTRICTIONS SHALL AUTOMATICALLY REVOKE YOUR LICENSE TO THE PLATFORM.

**Copyright** Platform is owned by Company and is protected by copyright laws and international treaty provisions. You acquire only the non-exclusive right to use the Platform as permitted herein and do not acquire any rights of ownership in the Software or Documentation or any other implied rights or licenses under any intellectual property rights of Company. You may not transfer, sell, assign, license, sublicense, transfer or grant rights to the Software (or any part of it) in any form to another party without Company’s prior written consent.

**Intellectual Property** All rights, title and interest in and to the Software and/or any modifications, corrections, revisions, enhancements or upgrades thereto, including all connected, related, and associated intellectual property rights (including without limitation, copyrights, trade secrets and trademarks), in and to the Software are and shall remain Company's. You agree that the Software is: (i) the confidential information and proprietary property of Company; and (ii) distributed only subject to restricted disclosure and that Company does not, and will not, convey to you an interest in or to the Software, or any part thereof, but only a limited right of use strictly in accordance with the terms of this EULA, and that nothing herein shall be construed as a waiver by Company of its foregoing intellectual property rights under any law. You may not copy the Software or any part thereof except to the extent expressly permitted in this Agreement.

To the extent that you have breached or have indicated your intention to breach this EULA in any manner that violates or may violate Company's intellectual property rights, and/or may cause continuing or irreparable harm to Company, Company may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction.

You acknowledge that the Software includes certain open source software that is governed by the applicable license terms thereof and the Software is subject to the provisions of such license agreements, and in the event of any contradiction between the provisions of this EULA and the provisions of such applicable license agreement, the provisions of the applicable open source license agreement shall prevail solely with respect to such open source software components.

**Support** Upgrades, error corrections, and other forms of support provided by Company are permissible under this License. This EULA does not entitle you to any training, support, customization or maintenance services ("Services"). If Company elects to provide any Services to you, it does so at its sole option and discretion. Company is not obligated thereby to provide any further Services, and provides such support subject to the conditions and limitations of this License unless otherwise agreed in writing.

In addition, Company may at its discretion make available to you for an extra charge, Software upgrades and enhancements, including new versions and functionality of the Software.

**Disclaimer of Warranty** NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PLATFORM 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 PLATFORM (INCLUDING WITHOUT LIMITATION THE RELATED DOCUMENTATION) IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM IS BORNE BY YOU. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA. NO USE OF THE PLATFORM IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

**Limitation of Liability** IN NO EVENT WILL COMPANY OR ITS REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC OR CONSEQUENTIAL DAMAGES, CLAIMS OR COSTS (SUCH AS BUT NOT LIMITED TO LOSS OF PROPERTY, PROFIT OR DATA) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING THE DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT, REGARDLESS OF THE FORM OF CLAIM YOU MAY HAVE, IN NO CASE SHALL COMPANY’S LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR YOUR PLATFORM. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO IN THOSE STATES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. AS A CONDITION OF YOUR USE OF THE PLATFORM, YOU AGREE TO INDEMNIFY COMPANY AND ITS REPRESENTATIVES FOR ALL CLAIMS RELATING TO YOUR USE, REPRODUCTION AND/OR THE TRANSMISSION OR RECEIPT OF DATA OR CONTENT THROUGH USE OF THE PLATFORM.

**Representations and Warranties** There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between you and Company with respect to the Platform other than as expressly set forth in this EULA. You represent and warrant that you possess the legal rights and ability to enter into this EULA and to comply with its terms. You will use the Platform for lawful purposes only in accordance with this EULA and all applicable laws. You agree you will not use any device or process to interfere with the proper working and security mechanism of the Platform.

**Termination** Without prejudice to any other rights, Company may terminate this EULA upon the breach by you of any term hereof or fail to pay any applicable license fees. You agree that Company and its representatives are not responsible for the suspension of services associated with the Platform that occur as a direct result from your failure to pay in full license fees within the specified time period. You take full responsibility and liability for your actions and indemnify Company and its representatives for any claim you or other users of your Platform may raise for any loss or damages incurred as a result of the discontinuation of services that was ultimately caused by your breach and/or your failure to pay license fees within the specified time period.

**Confidentiality** The Software contains trade secrets and proprietary know-how that belong to Company and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS EULA, MAY BE ACTIONABLE AS A VIOLATION OF COMPANY’S TRADE SECRET RIGHTS.

**Governing Law and Jurisdiction** You agree that any and all disputes, claims or litigation arising from or related in any way to this Agreement shall be resolved exclusively by the courts of the State of New York County of New York, and the federal courts in the Southern District of New York. You waive any objections against and expressly agree to submit to the personal jurisdiction of the U.S. District Court for the Southern District of New York.  In addition you hereby waives the right to raise any objection or defense it may have based upon an inconvenient forum. You further agree that this Agreement is entered into in New York and that it shall be governed by, construed and enforced in accordance with the laws of the State of New York, exclusive of any choice of law rules.

**Amendments/Changes**

Company may amend, change or modify the terms of this EULA, at its sole discretion, at any time. Your continued use of the Platform following the posting of any changes will be deemed your agreement to the amended terms and conditions.

**Survival** The following sections of this EULA will survive termination for any reason: Restrictions, Copyright, Intellectual Property, Support, Disclaimer of Liability. Limitation of Liability, Confidentiality, Governing Law and Jurisdiction, Severability and Survival.