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Yorlet Services Agreement

This Yorlet Services Agreement (“Agreement”) is a legal agreement between Yorlet Ltd (“Yorlet”, “we” or “us”) and the entity or person (“you”, “your”, or “User”) who accesses services that are provided by Yorlet (“Services”). If you are accessing or using the Services on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to “you”, “your”, or “User” reference your company. This Agreement describes the terms and conditions that apply to your use of the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Section A: General Terms

1. Overview of this Agreement

This Agreement provides a general description of the Services Yorlet may provide to you. Before using the Services, you must register with Yorlet and create an account (a “Yorlet Account”). Yorlet’s Services are a suite of property management software-as-a-service solutions offered through a single platform. The Services are designed to enable registered users (“Users”) who offer services (Users who offer services are “Platforms” and the services they offer are “Platform Services”) to manage property, offer lease agreements, transact leases, and communicate with Users (Users using Platform Services are “Residents”).

As the provider of the Services, Yorlet does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Platform Services. Platforms alone are responsible for their Platform Services. When Users agree to a lease and/or sign a lease contract, they are entering into a contract directly with the each other. Yorlet is not and does not become a party to or other participant in any contractual relationship between Users, nor is Yorlet a real estate broker or property manager.

2. Users Eligibility

You must be at least 18 years old and able to enter into legally binding contracts to access and use the Services. By accessing or using the Services you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

3. Content

You may use the Services to upload or publish text, images, and other content (collectively, “Content”) to your Yorlet Account and to third-party sites or applications but only if you agree to obtain the appropriate permissions and, if required, licences to upload or publish any such Content using the Services. You agree to fully reimburse Yorlet for all fees, fines, losses, claims, and any other costs we may incur that arise from publishing illegal Content through the Services, or claims that Content you published infringes the intellectual property, privacy, or other proprietary rights of others.

4. Your Yorlet Account

You must register an account ("Yorlet Account") to access and use certain features of the Services, such as booking a viewing, leasing a property, or providing property management services. If you are registering a Yorlet Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licences provided in this Agreement. You can register an Yorlet Account using an email address and creating a password. You must provide accurate, current and complete information during the registration process and keep your Yorlet Account information up-to-date at all times.

5. Electronic Signatures

You acknowledge that any documents you sign electronically through the Service constitute your binding agreement to the terms of that document. We encourage you to carefully read through any documents made available to you through the Service before signing.

6. Additional Services

We may also provide you access to services identified as “beta” or pre-release services. You understand that these services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. We provide beta services AS IS, and without warranty of any kind, and your use of, or reliance on beta services is at your own risk.

7. Fees

Yorlet may charge fees to Platforms ("Platform Fees") in consideration for the use of the Services. Platform Fees include charges for Platform Activity (such as uploading units, referencing and/or processing payments). We may charge additional Fees for cross-border transactions and foreign exchange services.

You are responsible for paying any Fees that you owe to Yorlet. The applicable Fees (including any applicable Taxes) are collected by Yorlet in advance. Yorlet will deduct certain Platform Fees from a payout before remitting the payout to the Platform. Except as otherwise stated by Yorlet, Fees are non-refundable. If we agree to invoice Platform by email, full payment must be received within thirty (30) days from the invoice date.

If any fees owed to us by Platform (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Platform ten (10) or more days’ prior notice that its account is overdue. Platform acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Content.

We may revise the Fees at any time. However, we will provide you with at least thirty (30) days advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

8. Taxes

Our fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments of any nature, including, for example, sales or value-added tax, except as expressly stated to the contrary.

Section B: Platform Specific Terms

1. Registration

To register for a Platform, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, address, email, phone number, business identification number, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Platforms administrator. Until you have submitted, and we have reviewed and approved all required information, your Platform will be available to you on a preliminary basis only.

2. Representative

You and your Representative individually affirm to Yorlet that your Representative is authorised to provide the information described in B.1 on your behalf and to bind you to this Agreement. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Yorlet, neither you nor your Representative may register or attempt to register for a Platforms on behalf of a user Yorlet previously terminated from use of the Services.

3. Support

We will provide you with support to resolve general issues relating to your Platform and your use of the Services. This support includes resources and documentation that we make available to you through the current versions of Yorlet’s support pages and other pages on our website (collectively, “Documentation”).

You are solely responsible for providing support to your Residents. We are not responsible for providing support for the Services to your Residents unless we agree to do so in a separate agreement with you or one of your Residents.

4. Platform Activity

You acknowledge and agree that certain aspects of property management may be carried out on the platform.

5. Platforms Relationship with Residents

You may only use the Services for legitimate Platform Activity with Residents. You know your Residents better than we do, and you are responsible for your relationship with them. Yorlet is not responsible for the products or services you publicise or sell. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for support, and for any other ancillary services you provide to Residents.

6. Payment Services

Payment processing services for Platforms are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Yorlet enabling payment processing services through Stripe, you agree to provide Yorlet with accurate and complete information about you and your business, and you authorise Yorlet to share it and transaction information related to your use of the payment processing services provided by Stripe.

You may only use Payment Services to facilitate transactions with your Residents. You may not use Payment Services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.

Section C: Yorlet Technology

1. Dashboard

Yorlet has developed and provides access to the Yorlet dashboard (“Dashboard”). Yorlet will use the Dashboard to provide you with information about your Yorlet Account and/or Platform and Platform Activity.

2. Ownership of Yorlet Intellectual Property

Yorlet or its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Services, Dashboard, and Documentation (collectively, “Yorlet Intellectual Property”) or any copies thereof. Yorlet Intellectual Property is protected by copyright, trade secret, patent, and other intellectual property Laws, and Yorlet reserves all rights in Yorlet Intellectual Property not expressly granted to you in this Agreement.

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, our platform, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Yorlet has no fiduciary or any other obligation to you in connection with any Idea you submit to us, and that we are free to use your Ideas without any attribution or compensation to you.

3. Licence

You are granted a nonexclusive and non-transferable licence to electronically access and use the Yorlet Intellectual Property only in the manner described in this Agreement. Yorlet does not sell to you, and you do not have the right to sub-licence the Yorlet Intellectual Property. We may make updates to the Yorlet Intellectual Property or new Services available to you automatically as electronically published by Yorlet, but we may require action on your part before you may use the Yorlet Intellectual Property or new Services (including activation through the Dashboard, or acceptance of new or additional terms). Yorlet may revoke or terminate this licence at any time if you use Yorlet Intellectual Property in a manner prohibited by this Agreement. You may not: (i) claim or register ownership of Yorlet Intellectual Property on your behalf or on behalf of others; (ii) sub-licence any rights in Yorlet Intellectual Property granted by us; (iii) import or export any Yorlet Intellectual Property to a person or country in violation of any country’s export control Laws; (iv) use Yorlet Intellectual Property in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.

Section D: Additional Legal Terms

THE SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH LANDLORDS MAY CREATE LISTINGS FOR RENTAL AND TENANTS MAY LEARN ABOUT AND ENTER INTO TENANCY AGREEMENTS DIRECTLY WITH THE LANDLORDS. YOU UNDERSTAND AND AGREE THAT YORLET IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN LANDLORDS AND TENANTS, NOR IS YORLET A REAL ESTATE BROKER, AGENT OR INSURER. YORLET HAS NO CONTROL OVER THE CONDUCT OF LANDLORDS, TENANTS AND OTHER USERS OF THE SERVICES OR ANY LISTINGS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM, ON OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

1. Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with notice of any changes through the Dashboard, via email, or through other means. Your use of the Services after a change has taken effect, constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time.

2. Assignment

You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. Yorlet may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.

3. No Partnership or Agency

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

4. Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.

5. Limitation of Liability

Under no circumstances will Yorlet be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or Yorlet have been advised of the possibility of such damages. Yorlet is not liable, and deny responsibility for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorised access or use of the Services, your Yorlet Account, or your failure to use or implement anti-fraud measures. Yorlet further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorised access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others. You agree to limit any additional liability not disclaimed or denied by Yorlet under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Yorlet during the three-month period immediately preceding the event that gave rise to your claim for damages. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

6. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.