PROPALCHEMY. SERVICE AND LICENSING AGREEMENT

Last modified: January 8th, 2024.

You can contact your PropAlchemy Account Manager, or write to us at legal@PropAlchemy.com if you have suggestions or questions about this Agreement.

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PropAlchemy™ Service and Licensing Agreement

This Customization Service and End User Licensing Agreement (“Agreement”) is entered into by and between ABIBOO Corp, a company organized and existing under the laws of the United States of America, as indicated in the Order Form (“Licensor”, “We”, “Us”, “Our”), and the company or individual as indicated in the Order Form (“Licensee”, “Licensed User”, “You”, “Your”).

A. Purpose: The purpose of this Agreement is to outline the terms and conditions under which we will provide customization services (“Customization Services”, “CSA”) and a non-exclusive license (“License”, “EULA”,) for you to use the software (“Software”, “PropAlchemy”) for one specific real estate development project (“Project”) located at a specific location (“Site”). The details of the Customization Services, features of the Software, and the support and training are indicated in a Statement of Work (“Order Form”, “SOW”). You acknowledge that you have reviewed and agree to the contents of the Order Form.

B. Project Information and Content: The details of the Project, subject to this Agreement, are as indicated in the Order Form.

By properly using the Software, and us completing the Customization Services outlined in this Agreement, you will be able to dynamically visualize and show a virtual representation of the Project. Any data and information created by us, through the Customization Services or by the Software will be called for the purpose of this Agreement as “Output Content”, and it means any data, images, videos, blueprints, tools, systems, streaming, architectural visualizations, or other materials provided, developed or made available by us (independently or with your cooperation).

For the Software to create the Output Content we need to perform Customization Services, as per the scope indicated herein in chapter 4 & 8, and it requires information related to the Project (“Input Content”) that is divided in two types of data:

1. Hardcoded Data (also referred as “Hard-Coded Input Content”), which comprises:
   • “3D-Representation”: Specific 3D model and textures of the project, that summarize its physical characteristics.
   • “Metadata”: Unique alphanumeric data specific to the project, linking to the 3D-Representation and the Uploaded Data, as explained below. An example of Metadata, but not limited to, would be a list of unique names for each building, units, usage, typologies, and their relationships in the Project. 
2. Uploaded Data (also referred as “Uploaded Input Content”), which comprises:
   • “Property Information”: Detailed alphanumeric information about the Project connected to the Metadata. Examples of Property Information, but not limited to, are the units’ dimensions, their price, or availability.
   • “Media”: Graphic Data connected to the Metadata, such as floor plans, images, or videos.

All Hardcoded Data (“3D-Representation” and “Metadata”) needs to be finalized during the Milestone 1, as indicated in Chapter H.1 and in the Order Form. The Uploaded Data can be amended during the use of the Software, as per the Software Documentation (“Documentation”). Based on the details provided in the Order Form, we may support you to create, or even create for you, an initial Uploaded Data. While the Uploaded Data (Property Information, and Media) can be amended during the use of the Software, any new type of Property Information or Media that needs be included after the signoff of Milestone 1, shall be considered as Additional Services indicated in Chapter G, as adding new Uploaded Data may require modifying the Hardcoded Metadata.

C. Confidentiality: Both Parties agree to maintain the confidentiality of information disclosed during the course of this Agreement, except as required by law. Notwithstanding the foregoing, and, unless clearly indicated in the Order Form, you grant us permission to communicate to third parties that we are working with you, to indicate the Project name and location in our communications to third parties and to show, for our marketing purposes, your Project inside the Software once the Milestone 1 has been submitted from us, as indicated in the Order Form.

D. Customization Services Scope: We shall adapt the information of the Project you provide us. This adaptation will enable the Software to show a virtual representation (“Digital Twin”) of the Project. The features of this representation and the deliverables are detailed in the Order Form. We shall also provide with the proper guidance for you to create the information about the Project that we need from you.

Our Customization Services shall be provided by us in conformity with the standards of care. We shall not be responsible for the performance of other consultants retained by you or any other third party (including anyone working for or acting on behalf of any of them). Our Customization Services are being performed solely for your benefit and with the objective of using the results of our Customization Services in the Software. No contractor, subcontractor, supplier, fabricator, manufacturer, occupant, Architect, Engineer, or other third party shall have any claim against us as a result of our Customization Services.

E. Licensing of Software: Licensor (we) grants Licensee (you) a limited, non-transferable, non-exclusive, and non-sublicensable license to use PropAlchemy (“Software”) subject to the detailed software licensing terms (“EULA”) that are available in the Chapter K below (Subchapters 1 to 22) and that are an integral part of this Agreement. The Software is licensed for use on the single Project indicated in the Order Form, subject to full compliance with the EULA terms. By signing the Order Form, which includes this Agreement, you acknowledge and agree to be bound by these detailed licensing terms.

Under no circumstance the License will be granted by us if the Customization Services are not completed by us due to an early termination from you of this Agreement, or if any payment associated with the Customization Services is due to us. The licenses granted herein shall become effective only upon receipt of payments due and no license rights are conferred until full payments are received by us, as indicated in the Order Form.

F. Payment Terms: The total fees (“Fees”) for the Customization Services (“Service Fees”) and the License of the Software (“License Fees”) are as indicated in the Order Form. Unless indicated otherwise in the Order Form, the Service Fees are based on the understanding that the total Area of the Project (“Project Area”) is defined and stated in the Order Form. Should it be determined during the Customization Services that the Project Area exceeds 105% of the Project area specified in the Order Form, our Service Fees will be proportionally adjusted based on the Fees per square foot of Area, but the License Fees will not change. Any adjustments to Service Fees due to an increase in Project Area will be calculated based on the actual revised Project Area.

If you are located outside of the Unites States, this Agreement shall be governed by provisions of Double Taxation Avoidance Agreement between your country and USA. You are responsible for all Taxes in your country, and it is understood that none of our Fees will be reduced by withholding taxes in your country.

Unless indicated otherwise in the Order Form, we shall be paid within 15 days of the submission of invoices in USA dollars by wire transfer. Any overdue payment beyond 15 days shall bear 15% annual interest, compounded monthly. Payment of Interest, however, will not cure your failure to make payments to us when due. We shall also reserve the right to suspend the performance of our services at any time if any invoices remain unpaid beyond their due date. In such an event, we shall not be held liable for any delays or consequences arising from the suspension of services due to overdue payments. In the event of late payment, a late payment fee of $2,000 will be due and payable by you in addition to the invoiced amount. This fee is in addition to, and not in lieu of, any interest accruing on the overdue amount at the prevailing rate. A grace period of 7 days will be provided for late payments before interest and late payment fees apply.

We will not start the Scope of work related to the Customization Services until the first payment is received, and we will not provide the Software to be downloaded in your local computer (“Designated Units”) until the associated payment due are received, as per the Order Form. Payments shall be processed by wire transfer in USA Dollars to a US account with to details to be provided in each invoice.

If during the Customization Services phase, the scope or project is delayed for any reason out of our control for more than one (1) month or suspended for any reason and then resumed after being suspended for more than one (1) month, we shall be paid the reasonable expenses and costs incurred by us resulting from such delay, suspension or abandonment without waiver of any other rights, even of the suspension affects partially to the scope herein. If after starting the Customization Services, the scope of the Customization Services has to be divided in more Stages, or phases, than those indicated in the Order Form, we shall be paid the reasonable expenses and costs as a result of the delay to perform the full scope of the services and demobilization required to complete the scope with additional phases. In addition to any adjustment to the Lump Sum Fee associated with the Customization Services, we will be under no obligation to remobilize until we have received payment of a remobilization fee equal to the costs of remobilization plus the Fee for the first month of service. The remobilization fee is a separate inducement for us to remobilize and is not a credit against amounts owed or to be owed by you. After receipt of the remobilization fee we, at our discretion, may allocate up to two weeks for our internal remobilization before recommencing Customization Services for the Project.

G. Additional Services: If additional services are required to meet the agreed schedule of the Project or if it directly requested by you and agreed by us, we may also perform the following additional services:

• Any services required to provide any additional Software feature not included in the Order Form.
• Making revisions that result in a change in the scope, 3d massing, elevations or landscaping design after starting the Customization Services.
• Fixing any 3d models sent from you that are not complete or correct, to properly document the Project as per the scope indicated in the Order Form.
• Any change in the 3D-Representation or Metadata after sign-off of Milestone 1, as per Schedule in chapter H.
• Any Design Services, such as architectural, interior, landscaping, or rendering services that are not clearly indicated in the Order Form.
• Any coordination meeting with your Consultants and Design Team members that may be required to have a complete and clear Project Information to be provided by you, as indicated herein.
• Any required hardware needed for the Software to run, such designated computers and touch-screens  (“Designated Units”). 
• Any images or walkthroughs in addition to those that might be indicated in the Order Form.
• Provide any work beyond those listed in this Agreement.

For the Additional Services performed by us as outlined above, we shall be paid as agreed in every case or according to our standard hourly billing rates, as indicated in the Order Form. Those current billing rates are subject to a 10% increase annually each January. We shall submit the billing associated with Additional Services at the end of each month and you shall pay such Additional Services under the same Payment Terms indicated above. We reserve the right to suspend any ongoing or future additional services if payment for previously rendered additional services is overdue, without any liability for resulting delays or consequences.

H Customization Services General Terms:

H.1 Schedule:

From the date we receive all required information about the Project, the timeline for the Customization Services will be as specified in the Order Form and in Chapter F. All days mentioned in the Order Form are calendar days, unless stated otherwise.

Upon receipt of the down payment, we will allocate time for virtual meetings to assist you or your consultants in creating the Metadata files, as defined in Chapter B. These Metadata files, along with the other deliverables that we will provide, as indicated in the Order Form, will be part of Milestone 1 and will require written sign-off by both parties. The rest of the details of the Schedule and deliverables after Milestone 1 are specified in the Order Form.

If our ability to meet specific milestone dates is adversely affected by your actions, inconsistent information provided by you, delays in sending required Project Information, untimely approvals, or circumstances beyond our control, we shall not be held responsible for delays resulting from these factors. The Customization Services cannot be split into phases unless explicitly indicated in the Order Form or agreed in writing by the parties.

H.2 Information from you:

You acknowledge that, as part of our Customization Service, we are creating a Digital Twin of certain Project characteristics, where we need to integrate a 3D-Represention of the Project and we need to use Metadata, Project Information and Media, as defined in Chapter B. Therefore, you shall provide us with accurate Information of the Project.

Before we start the Customization Services, we require all information to integrate and/or create the 3D-Represention, in addition to all other details of the Project needed for us to have a complete understanding of it, so we can perform the Customization Services and we can support you with the creation of required information, such as the Metadata. For the 3D-Represention, we need the following editable information: (a) Last approved version of editable accurate 3D BIM Models (“CADD”) containing all building floor plans, all typical units floor plans, sections, elevations, construction details, landscaping detailed design including contours, urban lighting and levels, landscaping furniture as well as any other relevant architectural features that will be required to define the geometrical design; (b) Descriptions of materials (“Specs”) related to facades, floors, ceilings, walls, and other architectural aspects; (c) details of the Site (“Site Information”), such as the exact address and topographical contours and physical relationship with the neighborhood.

During Milestone 1, as defined in the Order Form, you are responsible for providing us with the Metadata files, but we provide you with the proper guidance. If under the terms indicated in the Order Form, we are responsible for creating an initial set of files related to the Property Information, and Media, you shall provide us with all required information during the first five calendar days of Milestone 1. Otherwise, if you, or your consultants, are responsible for creating the Property Information, and Media, while we can assist you on how to create these files and provide templates and guidance, you will provide it to us during the Milestone indicated in the Order Form.

All information provided by you should be consistent across Metadata, Media, Property Information, CADD, Specs, and Site Information. If we find any discrepancies, you allow us to use any of the options or combination of options that we think suit best, but we will inform you about such discrepancies or inconsistencies. If you decide that some coordination with you or your consultants is required to solve the discrepancies, such coordination time from us will be considered Additional Services and billed at our standard hourly rates. Additionally, in such cases, the schedule for the Customization Services will be extended accordingly. For example, if there is any conflict in the Information of the Project, wherein you send us different versions of the editable CADD that do not match, or the windows in elevations are not matching the window positions in the floor plans, or for example, renders are not matching the materials in the specs, we will take our best judgement to continue with one of the options, or you may elect to review and clarify, which in such a case our time spent on it will be considered as Additional Services.

All 2D DWG-format editable files you may provide to us must be flat and have no Z-axis value. In the event that any of these 2D drawings are not flat, we will notify you to send us corrected versions. Alternatively, we can offer to flatten them for you as Additional Services. In such cases, the schedule for the Customization Services may be extended accordingly.

While it is not strictly required, you may provide us with additional relevant information about the site or Project, such as drone views, pre-existing rendering or walkthroughs, pre-existing marketing corporate identity, preferred corporate colors, reference images for areas in the Project that are not clearly defined in the CADD or Specs, or any other details that enhance the understanding of your vision for the result of our Customization Services.

You retain ownership of the Intellectual Property of the Information of the Project, subject to any rights or licenses granted herein or elsewhere. We do not claim ownership of the Materials you provide to us but require a license to use them. You grant us the right to use the information to create the Customization Services and to use it as part of the Software, and to showcase it, directly or indirectly, as part of our marketing efforts or post-delivery sales process. You are responsible for the accuracy of the Information of the Project, and we are not liable for wrong data displayed in the Software due to inaccurate or inconsistent information provided during our Customization Services.

H.3 Information from us:

During the Customization Services, we may enhance or complete the Information of the Project by adding or replacing elements we deem necessary to improve the result while maintaining the Project’s design intent. We may add or replace Furniture, Fixtures and Equipment (FF&E) elements, vegetation, urban fixtures, textures, or materials from the Information of the Project provided by you at our discretion to enhance the Digital Twin’s experience or the Software performance or based on the models available to us that may be acceptable for us to replace those indicated in the information provided by you. Additionally, we may modify neighboring buildings while preserving the general neighborhood’s urban character at our own discretion. The level of information and textures that will be provided for the Project’s neighborhood and the nearby buildings is indicated in the Order Form.

This Agreement does not cover architectural, urban, interior, landscaping, way-finding, or graphic design services, particularly those related to Project Corporate Identity. Please note that any Media created by us as part of our services, especially Floor Plans, will be performed by editing the information directly extracted from the CADD provided by you. If any coordination is required with your Marketing Agency responsible for the Project’s Corporate Identity, it should be clearly indicated on the Order Form or otherwise it will be billed as Additional Services. If the Information of the Project lacks details that we consider necessary for creating the Digital Twin, we may, at our discretion and at no cost to you, include them (“Additional Elements”) as part of the Customization Services to ensure timely completion. These Additional Elements may be, but are not limited to, lighting fixtures, furniture, construction details, paving materials, and textures. Any changes requested by you for these Additional Elements after they are included in the Digital Twin will be considered Additional Services and billed accordingly.

You are responsible for validating the accuracy of the information displayed through the Software at the end of each Milestone, during the review process, and before the Sign-off of such Milestone. A Sign-off implies that you have properly reviewed the information, including checking for accuracy and completeness, and that you accept the Output Content As-is. Any changes required by you after sign-off may be considered as Additional Services. If during the review process of a Milestone, before its sign-off, you encounter errors in the Output Content that are solely attributable to us, we will correct these errors at no cost. The schedule may be extended as reasonably needed to accommodate these corrections. You will hold us harmless for any reasonable delays resulting from such an extension of time, provided that the errors are not a result of clear and gross negligence on our part and have a substantial impact on the representation of the Project, as indicated in Chapter H.5.

All intellectual property rights contained that we may create during the Customization Services, either as new work or any derivative works from the Project Information, including code, diagrams, real time visualizations, renders, and other documents prepared by us, shall belong to us, but we grant you the rights for the use in connection with the Project. We will not provide any editable 3d models created by us unless expressly indicated in writing in the Order Form and they are charged accordingly.

H.4 Visualization for information only:

H.4.1 Informational Purposes Only: The information subject to the Customization Services that will result in the Output Content provided in the Software, including but not limited to neighborhood building geometries, geographic information, outside views, daylight conditions, landscaping features, the feel and look of the Project, its surroundings, and interiors, is for informational purposes only. These visualizations are conceptual and intended to provide a general approximation of the Project and its environment.

H.4.2 Client Responsibility for Communication: You, the Licensee, are responsible for communicating the proper legal disclaimers to any person or entity to whom you may show the Software, including but not limited to your customers, investors, or stakeholders. It is your responsibility to ensure that these disclaimers are clearly conveyed to prevent any misunderstandings or misrepresentations.

H.4.3 Conceptual Visualizations: The conceptual visualizations of exteriors, interiors, or site plans, and any depiction of water, surrounding buildings, or landmarks, are modified and may not accurately represent the final constructed Project and its surroundings. The designs, fixtures, furnishings, finishes, and décor depicted in the Software are conceptual and may not be included in the actual Project. Locations and layouts of windows, doors, closets, plumbing fixtures, structural features, and architectural design elements may vary from the concepts displayed in the Software to the actual construction or information you provided related to the Project. Dimensions and layouts displayed in the Software are approximate and may vary upon the Project.

H.4.4 Nearby Services and Attractions: Nearby services and attractions included during the Customization Services and displayed in the Software as points of interest, including but not limited to shopping venues, hotels, restaurants, transportation services, amenities, medical, educational, and recreational services, are not controlled by us and may not be available in the future. After the Customization Services are completed, any new attraction or point of interest with a different location than those already included may require Additional Services.

H.4.5 No Warranties: ABIBOO Corp does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of the Software. No such warranties are implied or inferred with respect to the Software. ABIBOO Corp is not liable for any deficiencies in the Software’s completeness, accuracy, content, or fitness for any particular purpose or use, or for applications utilizing the Software by you or any third party.

H.5 Indemnification:

You agree to indemnify, defend, and hold harmless ABIBOO Corp, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from any representations or statements made by you or your agents regarding the visualizations and Output Content provided by the Software.

To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless ABIBOO Corp, its consultants, and their respective directors, officers, partners, employees, and agents from and against all claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the performance of the Customization Services, except for claims, damages, losses, or expenses arising from our gross negligence or willful misconduct. Such indemnification is limited to claims directly attributable to bodily injury, sickness, disease, death, or injury to or destruction of tangible property. Furthermore, you agree to limit our liability to you and all teams involved in the Project such that our total aggregate liability shall not exceed 10% of our Customization Services Fee, as indicated in the Order Form.

H.6 Dispute resolution:

Unless indicated otherwise in the Order Form, both parties agree that the governing language of the Customization Services is English, and International metric units are used. Unless indicated otherwise in the Order Form, in the event of any dispute arising from or related to the Customization Services, including questions about existence, validity, performance, interpretation, or termination (“Dispute”), the senior management personnel (i.e., CEO of the Licensor and CEO of the Licensee) from both Parties shall meet, with their respective advisors if required, and make diligent good faith efforts to resolve the Dispute within a period of thirty (30) days following a written request for such a meeting by one Party to the other. If, however, either Party refuses or fails to meet or the Dispute remains unresolved by negotiation within the 30-day period, the Dispute shall be referred exclusively to arbitration in accordance with the Rules of Conciliation and Arbitration of the American Arbitration Association and both parties agree to be bound by the decision thereof. In addition, the parties hereto agree that neither shall seek nor be awarded any punitive damages or attorney fees due to such controversy or claim. Unless clearly indicated in the Order Form otherwise, arbitration proceedings will be conducted in English and held in Miami, Florida, in the United States of America.

I. Termination of Agreement:  Either party, upon 15 days’ written notice, may terminate this Agreement. Should the Project be suspended, abandoned, or assigned to a third party, we will be compensated for all services performed before receipt of written notice from Client of such suspension, abandonment, or assignment, together with any reimbursable expenses then due.

J. Amendments and Waivers Any amendments or waivers to this Agreement must be made in writing and signed by both Parties.

K. End-User License Agreement (EULA):

1. DEFINITIONS

“PropAlchemy” is defined by the functionality provided by using any or all of the following software: PropAlchemy for Web, PropAlchemy for PC, and its successors and/or updates.

“Documentation” means any electronic or printed materials that accompany the Software that provide instructions for the installation, operation and use of the Software.

“You”, “Your” means you as an individual or an employee or agent of a legal entity that is authorized to represent and legally bind such entity to these Terms.

“We”, “Us”, “Our”, means any software produced by ABIBOO Corp., the creator and owner of all PropAlchemy software.

“Terms” is defined by these terms of service in this End User License Agreement.

“Licensed User” means an individual with a valid copy of PropAlchemy that has accepted these terms and agreements.

“Software” means the software used in PropAlchemy for Web, PropAlchemy for PC, and its successors and/or updates.

“Service” means the use of the Software.

“Project” refers specifically to a digital representation of a single Real Estate development that you are actively planning, building, managing, or operating on a particular Site. This includes relevant digital content and data such as designs, plans, materials, and characteristics intended for integration and display within PropAlchemy for demonstration to your customers and stakeholders. The specific name and geographic location of each Project will be detailed in the Order Form or in supplementary documentation mutually agreed upon by the Parties.

“Site” means the geographic location wherein your Project is or will be located.

“Data” means any and all information, including but not limited to metadata, images, media, text, numerical, graphical, and other materials, whether provided by you to use inside PropAlchemy (“Input Content“ as defined below) or generated as an output by using PropAlchemy (“Output Content” as defined below). This encompasses all Project-related data, including architectural visualizations, property details, and any other content related to the Project, whether inputted into PropAlchemy by you or created by PropAlchemy as a result of data processing, analysis, or visualization.

“Input Content” means any Data that is specific to a Project and that is used to visualize and share inside the Software, and that is a pre-requisite for the Software to work. The Input Content may require additional information from you and may involve additional Customization Services provided by us, which are not covered under this Licensing Agreement. The “Input Content” may be of two types: (a) “Hard-Coded Input Content”, and (b) “Uploaded Input Content”, as defined below.

“Hard-Coded Input Content” means any Project Data that cannot be updated by you during the use of the Service, without our involvement through Customization Services not covered under this Licensing Agreement, and therefore subject to a separate agreement. Hard-Coded Input Content includes, but is not limited to, 3D models and textures (“3D Representation” as defined below), or Metadata (“Metadata” as defined below)

“3D-Representation” means any specific 3d model, including geometries, textures, materials, and other representations of the physical characteristics of the Project. A 3D-Representation is considered “Hard-Coded Input Content”.

“Metadata” means any unique alphanumeric Data that is specific to the Project, and that links the 3D-Representation with other connected Project Data. The Metadata is considered “Hard-Coded Input Content”. A sample of Metadata would be a unique name for each unit available in a Project.

“Uploaded Input Content” means any Project Data that may be updated or changed by you without our involvement, as specified in the Order Form or as detailed in the Documentation. Uploaded Input Content may be of two types: (a) Graphic Data (“Media” as defined below) such as, but not limited to, images, and videos; and (b) Alphanumeric Data (“Property Information” as defined below) such as, but not limited to the Project contact information, and property alphanumeric details related to Project.

“Property Information” means detailed Alphanumeric information of the Project that is connected to the Metadata. The Project Data may be updated during the use of the Service, as per the Documentation. The Property Information is considered ‘Uploaded Input Content.’ A sample of Property Information would be the dimensions of units, their price, or their availability.

“Media” means any Graphic Data such as, but not limited to, images or videos related to the Project, including photographs, blueprints, and other similar media, that is uniquely identified and linked to the Metadata by their respective names, and that may be updated during the use of the Service, as per the Documentation. The Media is considered ‘Uploaded Input Content’. A sample of Media would be building or unit floor plans.

“Output Content” means any data, images, videos, blueprints, tools, systems, streaming, architectural visualizations, or other materials (including statistical reports) provided, developed or made available by us (independently or with your cooperation) during performance under the Agreement. This includes, but is not limited to, the data produced by the Software. It also encompasses PropAlchemy Support and Documentation that are delivered to you as a result of using the Service.

“Rendered Content” means any visual Output Content, such as images or videos that results from you using the Software.

“Local Data” is defined by any and all Data stored on your PC that can be accessed by a user account with administrator privileges inside PropAlchemy’s folders and subfolders.

“Online Data” is defined by any and all Data stored on Cloud Storage Services that can be accessed via PropAlchemy.

“Cloud Storage Services” means third-party cloud-based storage solutions that utilize S3 (Simple Storage Service) protocols for data storage and management. This definition is intended to encompass any cloud storage services employing S3 protocols and is not limited to specific providers. We may require PropAlchemy to work with specific S3 providers.

“Designated Unit” means information technology devices (e.g., computers, tablets, touch screens or cloud processing units) that have been officially made known to the public as appropriate for Use or interoperation with the Software. The Hardware requirements of the Designated Units must meet the minimum requirements indicated herein.

“Cloud Computing Services” refers to the suite of virtual computing resources and services, accessible remotely via the internet. This is distinct from “Designated Units,” which are tangible computing devices located within your premises. Cloud Computing Services encompass a range of functionalities provided through virtual servers hosted off-site in external data centers, facilitating on-demand access to computing power, storage, and other digital resources. These services are typically availed through a specific web URL and provide scalable and flexible computing capabilities.

“Prepaid Credit Model” refers to a billing method within PropAlchemy whereby you buy credits in advance to access certain on-demand features. These credits act as a currency to use these features. Each use deducts a set amount from your credit balance. When your credits run out, these features become unavailable until you buy more credits. This model offers flexibility and control over costs, usage, and replenishment. A sample of on-demand features may be Live-Streaming services or Cloud Computing Services.

“Customization Services” refers to specialized services entailing the creation of a virtual simulation of your specific real estate Project and its Site, or the adaptation of your Project to a virtual environment, tailored for optimal use with PropAlchemy software. These Customization Services are considered separate and distinct from the standard licensing of PropAlchemy and are not covered under the terms of this Licensing Agreement. Engaging in Customization Services may require you to enter into separate terms and conditions, which will be provided as part of a distinct agreement.

“Order Form” refers to the specific ordering document submitted by you to ABIBOO Corp for licensing the Software for only one designated real estate Project under the terms of this Agreement. Each Order Form may detail aspects of the Project, Site, Subscription terms, Prepaid Credit models, billing and payment terms, any potential future updates included, and Post-delivery services pertinent to the licensed Software. Additionally, the Order Form may include an appendix, which could be integrated within the main document or presented as a separate section, outlining specifics regarding Customization Services. This appendix will provide details necessary for the execution and billing of these additional services, distinct from this standard licensing agreement.

“Agent” means any staff of yours, or any third party that directly or indirectly represents you and that that uses PropAlchemy to communicate your Project.

“PropAlchemy-Agents” is a Software version with limited functionalities and for use of your Agents.

“Modification” means: a) a change to the delivered source code or Data (including any Input Content or Output Content); or b) any development, other than a change to the delivered source code or Data, that customizes, enhances, or changes existing functionality of the Software.

“Beta Services” means beta features that are in development and in a pre-release format and that not yet available and that we may, in our sole discretion, invite you to use, on a trial basis. Beta Services may be labelled “alpha,” “beta,” “preview,” “early access,” or “evaluation” (or with words or phrases with similar meanings)

“Beta Services Output” means output generated by Beta Services and presented back to you as a result of using the Services.

“Beta Form” means any document from ABIBOO Corp to you formalizing an early access for you to Beta Services, under the specific terms of a Beta Program.

“Third-Party Offerings” means any services or software that may interoperate, integrate, or be used in connection with the Software.

“Aggregated Anonymous Data” means aggregate technical and other data about you and your use of the Service and Software on a de-identified or anonymized basis.

“Intellectual Property” means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

“Confidential Information” means any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Our Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.

“Export Control Laws” means all applicable import, export control and sanctions including, but without limitation, the laws of the United States and the EU.

“Force Majeure Events“ means any event or circumstance beyond the reasonable control of a party, including but not limited to natural disasters (such as earthquakes, hurricanes, floods), war, terrorism, civil unrest, strikes or other labor disputes, government actions or decrees, pandemics, and significant failures of utility services or telecommunications infrastructure. These events must not be foreseeable and must render a party’s performance of its obligations under this Agreement impossible or unreasonably onerous.

2. GRANT OF LICENSE

Limited License: The Services, Software, and Documentation are provided under a limited, non-transferable, non-exclusive, and non-sublicensable license. This license does not constitute a sale, and no ownership, right, title, or interest in the Services, Software, or Documentation is transferred to you. All rights, including upgrades, “know-how”, enhancements, new releases, and modifications, are owned by ABIBOO Corp. None of the Services, Software, or Documentation, or any component thereof, is or shall be deemed to be a “work made for hire,” as that term is defined under United States copyright law (17 U.S.C. § 101). You acknowledge that your use of the Software or Services does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Software or Services.

Use Restrictions: The Software is licensed for use on one single Project at a specified Site, subject to full compliance with these Terms. Use of PropAlchemy in other Projects or Locations requires a new and separate license. You are prohibited from accessing the Services and any version of the Software for competitive purposes or if you are, or intend to become, a competitor of the Service or Software. Additionally, you must not provide access to the Services or Software to any third party that is, or intends to become, a competitor of PropAlchemy.

Additional License for Rendered Content: We may provide features through the Software that allow you to create, develop, modify, or contribute Content (“Rendered Content”) based on the Input Content. A sample of this Rendered Content would be Project renderings or videos extracted from PropAlchemy. You are granted a non-exclusive, transferrable, sublicensable, license to use this Rendered Content.

License Activation and Payment Terms: The licenses granted herein shall become effective only upon receipt of all payments due as specified in the Order Form. No license rights are conferred until full indicated payments are received by ABIBOO Corp.

Permissible Modifications: You are permitted to modify Local Data only within the ‘Data’ folder of the Software. All such modifications must adhere strictly to our Standard Documentation. This includes but is not limited to updates or changes to project-specific information, text, images, and other data types as outlined in the Documentation. All modifications, whether to Local Data or other aspects of the Software, must comply with applicable laws, regulations, and industry standards. You bear full responsibility for ensuring that your modifications do not infringe on any intellectual property rights or violate any legal provisions.

Prohibited Modifications: Under no circumstances are you permitted to: (i) Make modifications that bypass or circumvent any security measures, usage restrictions, or access controls embedded in the Software, as detailed in this Agreement; (ii) Alter the Software in any manner that negatively affects its performance, stability, or security, including unauthorized changes to the Software’s core code or architecture; (iii) Disclose, share, or disseminate any proprietary information related to the Software’s licensing terms, underlying code, or any other confidential details exclusive to ABIBOO Corp.

PropAlchemy-Agents: If your pricing plan includes PropAlchemy-Agents, you are responsible for ensuring compliance by your employees, agents, and subcontractors with these Terms. Any breaches caused by these parties are your responsibility.

Software Installation: The Software should be installed on Designated Units physically present at your facilities and under your control. Installation or use in other facilities or Cloud Computing Services requires written consent from us and an additional Cloud Computing Services agreement.

Maintenance and Support Obligations: In the event that, during the period covered by maintenance or support obligations, as per the Order Form, the Software exhibits substantial flaws or deviations from the features and functionalities as specifically outlined in the Order Form, we commit to rectifying such issues at no additional cost to you. This commitment is contingent upon these flaws being directly attributable to the Software itself and not resulting from external factors such as third-party software, hardware malfunctions, or user-induced errors. Our goal is to ensure that the Software consistently performs in accordance with the expectations set forth in the Order Form, thereby providing you with a reliable and effective tool for your needs.

Updates and Maintenance: We may provide patches, updates, or upgrades to the Software, which are essential for continued use. Remote updates may be applied without prior notification. We may modify or introduce limitations to storage or other features. We reserve the right to modify, suspend, or limit access to the Software, especially if payments are due. Upon agreement of the terms and services, you may, at an additional price, be entitled to future updates of the version of the Software, which will be clearly identified in the Order Form. Unless agreed in writing and clearly indicated in the Order Form, we do not have any maintenance or support obligations with respect to the Software or Services.

Age Restrictions for Professional Use: PropAlchemy is designed for real estate professionals, not for children. Independent use requires users to be at least 18 years old. We comply with COPPA and do not collect personal information from children under 13. Individuals between 13 and 18 may use PropAlchemy under adult supervision in professional settings.

3. CONFIDENTIALITY

General Obligation: Both parties agree to maintain the confidentiality of each other’s sensitive information disclosed or accessed through the use of PropAlchemy. Each party agrees to use the other party’s Confidential Information solely for performing its obligations under these Terms of Service and not for any other purpose.

Protection and Disclosure: Each party will take all reasonable steps, comparable to those taken to protect its own proprietary information, to prevent unauthorized use, duplication, or disclosure of the Confidential Information. This includes limiting access to employees, agents, and subcontractors who need such access for performing obligations under this agreement and who are bound by similar confidentiality obligations.

Exclusions: Confidential Information does not include information that: (i) Is already public or becomes public through no fault of the receiving party; (ii) Was already known to the receiving party free of confidentiality obligations; (iii) Is independently developed by the receiving party without using the disclosing party’s Confidential Information; (iv) Is rightfully obtained from a third party not bound by confidentiality; (v) Is released from confidentiality by written consent of the disclosing party.

Legal Disclosure: If required by law, regulation, court order, or regulatory agency, the receiving party may disclose Confidential Information, but will attempt to notify the disclosing party in advance and limit the disclosure to the required information.

Post-Termination Handling: Upon termination or expiration of this Agreement, or upon the disclosing party’s request, the receiving party shall either return or destroy all materials containing Confidential Information, subject to legal retention requirements. This does not apply to information stored in backup archives under standard archiving policies.

Non-disclosure of Agreement Terms: You shall not disclose any details of this Agreement, including Order Form, pricing, and terms, to any third party.

4. CUSTOMER SUPPORT

Support Commitment: We are committed to providing exceptional customer support and service. This includes technical assistance, training, and maintenance services to ensure the smooth operation of PropAlchemy. Please refer to the Order Form for details about our technical assistance and post-delivery customer support.

Feedback for Improvement: We value your feedback as a vital component of continuous improvement. You are encouraged to provide feedback on your experience with PropAlchemy, which we may use to enhance the software’s features and functionality as well as to provide improved assistance.

5. BETA PROGRAM

Beta Service Offering: We may occasionally offer you the opportunity to use pre-release or Beta Services on a trial basis. These services are in development and are not standard offerings. Participation in the Beta Program is optional and subject to additional terms and conditions, which we will provide prior to your use under a Beta Form. You acknowledge that its continued access and use of Beta Services, or certain features therein, may be subject to your agreement to pay additional fees that may also be indicated in the Beta Form. We may also impose limits on certain features and services or restrict your access to all or part of the Beta Services without notice or liability to us. We may disable or degrade the performance of Beta Services.

Beta Form and Usage Terms: Beta Services will be outlined in a Beta Form, which may include specific terms and conditions. You are responsible for ensuring your use of Beta Services complies with applicable laws, these terms, and does not infringe any rights. We retain all legal rights to Beta Services.

Confidentiality and Public Disclosure: All information related to Beta Services, including discussions and materials, is confidential and governed by this agreement’s confidentiality clauses. You must not disclose your participation in the Beta Program or any related information without our prior written consent.

No Warranties and Discontinuation Rights: Beta Services are provided “as-is” without any warranties of functionality or performance. We may alter, suspend, or discontinue any Beta Service at our discretion and do not guarantee that they will perform as the final product or that a final version will be released. We bear no liability for any harm or damage related to the use of Beta Services. Neither we nor our affiliates will be liable for any claims, including third-party claims, damages, or losses arising from your use of Beta Services, and you agree to indemnify us against such claims.

Usage Restrictions and Liability: You may not use Beta Services to develop competing products or violate usage guidelines. Beta Services are subject to fair usage limits, and we may restrict or alter the service if these limits are exceeded. You assume all risk for using Beta Services and will not rely on their output without independent verification. We are not liable for any claims arising from your use of Beta Services, and you agree to indemnify us against such claims.

6. SUB-PROCESSORS

Sub-processors: ABIBOO Corp may employ Sub-processors for assistance in providing Services or Software. You provide general authorization for our use of Sub-processors. We are responsible for our Personnel and Sub-processors’ acts and omissions as if these actions were directly undertaken by ABIBOO Corp under this Agreement.

Third-Party Service Providers: We may engage third-party service providers to support the delivery of Services and Software. These providers, while not accessing Service Data, are bound by confidentiality obligations similar to those in this Agreement. We are accountable for the actions of these third-party providers as if ABIBOO Corp were directly performing their services.

7. DATA MANAGEMENT

Content Upload and Service Reliability: The Service may allow you to upload, visualize and share your Input Content, process it, and create Output Content. You understand that all Output Content is provided to you through the Service only on an “as-available” basis and we do not guarantee that the availability of the Input Content or the Output Content will be uninterrupted or bug free. You agree you are responsible for all of your Input Content and all activities that occur under your user account. You shall retain all of your ownership rights in your Input Content.  

User Responsibility for Content Accuracy: We may help you, for your convenience, to create or complete the Input Content but we take no responsibility for its accuracy. You are solely responsible for determining the accuracy of the Input Content and Output Content and of your legal obligations in relation to any Data or Media you may offer or show through PropAlchemy, including as may relate to taxes, disclaimers, insurance or licensing and credentialing requirements.

Content Usage and Compliance Standards: In connection with your Input Content, you further agree that you will not: (i) use material that is subject to third party intellectual property or proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant the Company all of the rights granted herein; or (ii) use material that is unlawful, defamatory, libelous, threatening, pornographic, obscene, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, violate any law or is otherwise inappropriate.

Local Data Security in the Designated Units:You are responsible for managing and controlling all access to the Designated Units within your facilities and under your control. This includes ensuring the security of local data stored on these units. You must implement appropriate security measures to safeguard local data against unauthorized access, breaches, and other security incidents.

Online Data Security in Cloud Storage Services: When using Cloud Storage Services (e.g., S3 buckets) for data storage or processing in conjunction with PropAlchemy, you bear sole responsibility for the security and integrity of such data. While we may assist you in setting up cloud storage accounts, we are not liable for any breaches or security lapses within these client-managed environments. You may choose to host data using your own Cloud Storage Services for direct control over data security. If you request us to host your data, we will implement reasonable security measures, but the ultimate responsibility for data security remains with you. You are responsible for robust encryption practices and for backing up all data stored in cloud services. We are not obligated to back up any of your Data. The creation and maintenance of backup copies are your sole responsibility and expense. We are not obligated to back up any of your Data.

Online Data Security in Cloud Computing Services: When you opt to use Cloud Computing Services to access the Service through the internet, we provide these services through third-party providers. By opting to use Cloud Computing Services, you acknowledge and agree to be bound by the licensing agreements and security terms and conditions of these third-party providers. It is your responsibility to review and understand the security measures and data protection policies of these third-party providers. By using these services, you acknowledge and accept the risks associated with such third-party security measures and data protection policies. Detailed terms and conditions of our current third-party Cloud Computing Services providers are available upon request. For more information, please contact legal@propalchemy.com. We reserve the right to cancel or change our third-party Cloud Computing Services providers. In the event of a planned provider change, we will provide you with at least 30 calendar days’ notice before any such migration. This notice will include relevant details of the new provider’s terms and conditions. Upon receiving notice of a change in our third-party providers, you have the right to evaluate the new terms and conditions for your needs. Should you find the new terms unsatisfactory, you may cancel the Cloud Computing Services with a 15-calendar day notice. We do not oversee or assume responsibility for the data security in the Cloud Computing Services provided by third-party vendors. Your use of such services is subject to the security and data protection measures implemented by the respective third-party providers and you bear sole responsibility for accepting or rejecting the terms of use and security measures and compliance from the third-parties that may provide the Cloud Computing Services.

Passwords Security: You are responsible for maintaining the security of your passwords and account information. We are not liable for any loss or damage resulting from your failure to secure your accounts, systems, and passwords.

8. INTELLECTUAL PROPERTY

8.1 Your Intellectual Property:

If you owned the Materials before providing them to us, such as Input Content, then, despite uploading them to PropAlchemy they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere.  To the extent that you provide us with content relating to the Input Content (such as images, texts, information, etc.), you shall be exclusively liable for the information provided and its accuracy.

We do not claim ownership of the Materials you provide to us, such as the Input Content or Project Data, that may include building designs, blueprints, images and media, text, among others. However, we do require a license to those Materials. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate any non-confidential materials provided by you in connection with the Services, including for commercial publicity and marketing purposes. We may not disclose such Materials while it is considered Confidential Information but we may disclose them when you start using PropAlchemy and making its Content public. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service.

You grant ABIBOO Corp a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your usage of PropAlchemy and to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that we require the license to exercise any rights or perform any obligations that arose during the Term.

You grant us permission and the right to (i) identify you as a customer and to use your logo across our marketing materials (e.g., the PropAlchemy Website, emails, presentations, brochures), and (ii) develop content around your experience as a PropAlchemy customer (e.g., a written case study or video case study). Any content created under the foregoing clause will be created in cooperation with you and used only upon your written approval. We will use any trademarks provided by you pursuant to clause (i) of this Section in accordance with any reasonable brand guidelines that you provide to us in writing prior to our use.

8.2 ABIBOO Corp’s Intellectual Property:

We retain all ownership of all proprietary rights in or associated with the Services, PropAlchemy, and the Software, including all copyrights, trade secrets, patents and other intellectual property rights, and these proprietary rights protected by the United States and international copyright and other intellectual property laws and international trade provisions. You acknowledge that the Software may contain unpublished information and embody valuable trade secrets proprietary to us and/or our licensors. The license granted hereunder and you right to use the Services terminate automatically if you violate any part of the terms. 

You assign to us any suggestions, ideas, enhancement requests, or other feedback you provide to us relating to the Service or PropAlchemy’s products. We own all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products. We get great ideas about how to improve PropAlchemy from our users. If you share feedback or ideas with us, you’re letting us use that information to improve PropAlchemy, and we exclusively own any of those improvements we make.

You shall not, in whole or in part, copy, reproduce, transfer, alter, modify, or create derivative works from the software that are different from the Rendered Content. In addition, you shall not translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, alter or modify the Software, or remove any portion thereof. Furthermore, you shall also not remove, alter, cover, or obfuscate any copyright notices or other proprietary rights placed or embedded by PropAlchemy on or in any Software or Documentation. Moreover, you shall not circumvent or endanger the operation or security of the Software. In addition, you shall not sell, resell for a profit, rent lease, or lend the Software or Documentation or use it for commercial services, or illegal purposes. Finally you shall not use the Software or Documentation or any component thereof to enable copyright protection circumvention or to violate or circumvent in any manner any content copyright, content protection scheme, or content copy policies. Furthermore, you shall also not cause or permit any other person to do so.

Except for any rights expressly granted to you under this Licensing Agreement, ABIBOO Corp, their Affiliates or licensors own all Intellectual Property Rights in and any derivative works of Software, Documentation and Services. You shall take any steps as is reasonably necessary to secure ABIBOO Corp’s title over such rights.

You may back up data in accordance with good information technology practice and for this purpose to create the necessary backup copies of the Software. Backup copies on transportable discs or other data media must be marked as backup copies and bear the same copyright and authorship notice as the original discs or other data media, unless technically infeasible.

You acknowledge and agree that the term ABIBOO and PropAlchemy and other related logos and designs provided hereunder are the exclusive trademarks of ABIBOO Corp, registered in the United States and elsewhere, and that you shall not use or reproduce such trademarks without first obtaining written consent and a trademark license from us. All other trademarks and service marks referenced in the Software, or our website are the exclusive property of their respective owners. All rights reserved.

8.3 Third Party’s Intellectual Property:

You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Services or Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights.

9. THIRD PARTY SERVICES

You may elect to use PropAlchemy in conjunction with Third-Party Offerings, such as third party websites, platforms or apps (including, but not limited to, those we suggest you, such as email provider, CRM, streaming solutions, cloud computing services, etc. PropAlchemy makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third-Party Services. The Services or Software may interoperate, integrate, or be used in connection We are not responsible for, and we hereby disclaim any liability for, any act or omission of any provider of Third-Party Offerings or the operation of any Third-Party Offerings, including access to, Modification of, or deletion of data, regardless of whether we approve or support any such Third-Party Offerings. We do not guarantee the interoperation, integration, or support of any Third-Party Offerings. We may, at any time, in its sole discretion, modify the Services or Software, which may result in the failed interoperation, integration, or support of Third-Party Offerings. You have sole discretion whether to purchase or connect to any Third-Party Offerings, and your use of any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.

10. SYSTEM REQUIREMENTS AND DESIGNED UNITS

The Software requires hardware and a Design Unit, or Computer, with minimum requirements to work as expected. Unless indicated in the Order Form, the minimum hardware requirements are as follows: PC 11th Gen Intel(R) Core(TM) i9-11950H @ 2.60GHz; 32 Mb of RAM; Nvidia GForce RTX 3080.

We are not responsible for providing these Designated Units, nor can we be held liable for any incompatibilities that any other third-party software creates with PropAlchemy when running in the Designated Unit. A high-speed Internet connection is required for the proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect your network to the Services. We assume no responsibility for the reliability or performance of any internet connections.

We reserve the right to change the minimum system requirements for PropAlchemy at any time. These changes may be due to software updates, enhancements, or other technical necessities. We will endeavor to notify you of any such changes in a timely manner. However, we are not liable for any loss of capital or other expenses incurred by you due to the purchase of hardware or Designated Units that may become unsuitable for operating the Software following such changes. It is your responsibility to ensure that your systems remain compatible with the latest requirements for PropAlchemy.

11. DISCLAIMER OF WARRANTIES

11.1 General Warranty Disclaimer:

ABIBOO Corp, its affiliates, suppliers, and licensors expressly disclaim all warranties, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, quality of the service, reliability, and error-free or uninterrupted operation of PropAlchemy. The Services and Software are provided “as is” without any guarantee, promise, warranty, or representation regarding their results, accuracy, reliability, or suitability for your requirements. No statements or representations made by us, or any of our agents, employees, or representatives with respect to any potential for future profit or other benefits are to be derived from the use of the Software.

11.2 Visualization and Representation Disclaimer:

The visualizations and Output Content provided by PropAlchemy, including but not limited to neighborhood building geometries, geographic information, outside views, daylight conditions, landscaping features, the feel and look of the Project, its surroundings, and interiors, are for informational purposes only. These visualizations are conceptual and intended to provide a general approximation of the Project and its environment. The visualizations of exteriors, interiors, or site plans, and any depiction of water, surrounding buildings, or landmarks, are modified and may not accurately represent the final constructed Project and its surroundings.

The designs, fixtures, furnishings, finishes, and décor depicted in the Software are conceptual and may not be included in the actual Project. Dimensions and layouts displayed in the Software are approximate and may vary upon actual construction. All sketches, renderings, real-time visualizations, or photographs depicting lifestyle, amenities, finishes, designs, materials, furnishings, plans, specifications, or art contained in this Software are proposed for visualization and informational purposes only. The floorplan designs, fixtures, furnishings, finishes, and décor depicted include fabrications, installations, and selections that may not be included in the Project or its units. Locations and layouts of windows, doors, closets, plumbing fixtures, structural features, and architectural design elements may vary from the concepts displayed in the Software to the actual construction or information provided related to the Project. These representations should not be relied upon as guarantees, express or implied, of the final detail of the Project. There is no guarantee that any indicated features, amenities, artwork, furniture, fixtures, or equipment are part of the Project. The Software is not intended to be an offer to sell, or solicitation of an offer to buy real estate.

ABIBOO Corp does not warrant the completeness, accuracy, content, or fitness for any particular purpose or use of the Software. ABIBOO Corp is not liable for any deficiencies in the Software’s completeness, accuracy, content, or fitness for any particular purpose or use, or for applications utilizing the Software by you or any third party.

11.3 Risk:

You acknowledge that the use of PropAlchemy, the software, and our services is at your own discretion and risk. You are solely responsible for any damage to your computer, data loss, material loss, or any other harm resulting from the use of the Service or Software. Any material or data downloaded or otherwise obtained through the use of the services or software is at your own discretion and risk. ABIBOO Corp does not assume any responsibility for retention of any Data, including Input Content, Output Content, customer data, user information, or communications between users. Use of the Service and Software is at your sole risk.

11.4 Exclusion from High-Risk Use:

The services and Software are not intended for use in high-risk environments or in a manner that demands fail-safe performance. You agree not to use the Service and Software in such environments or in any unsafe manner.

12. LIMITATION OF LIABILITY

General Cap on Liability: The aggregate cumulative liability of either party under this Agreement (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) shall not exceed the greater of (i) $10,000 USD, or (ii) the subscription fees paid by you to us in the twelve months preceding the event giving rise to the liability. This cap does not apply to liabilities related to indemnification obligations, payment, confidentiality, fraud, gross negligence, intentional misconduct, death or personal injury, or violation of intellectual property rights.

Exclusions from Liability: Under no circumstances shall we be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to loss of data, theft of Cloud access keys, or damage to your devices, arising from the use or inability to use PropAlchemy. Our total liability to you shall not exceed the cost of your License.

Specific Exclusions Related to Data Security: Our liability does not extend to losses or damages arising directly or indirectly from (i) data breaches or security incidents due to your failure to secure your data or maintain adequate cybersecurity, including breaches in your managed Cloud Storage Services; (ii) actions of third parties beyond our reasonable control, such as hacking, cyber-attacks, and malicious software. You are responsible for securing your data and mitigating risks associated with third-party services, including Cloud Storage Services.

13. INDEMNIFICATION

Scope of Indemnification: You agree to indemnify, defend, and hold harmless ABIBOO Corp, along with its officers, directors, employees, members, shareholders, partners, agents, and suppliers (and their respective affiliates), from any claims, damages, liabilities, costs, and expenses (including attorneys’ fees) arising from: (i) Your misuse of PropAlchemy: This includes all activities related to your misuse of PropAlchemy, our website, or Cloud Storage Services hosted by us, particularly any violations of this Agreement or misuse of the software; (ii) Data Breaches and Security Incidents: Any data breach or security incident resulting from your negligence, failure to secure your data, or inadequate cybersecurity practices, particularly with respect to data in Cloud Storage Services; (iii) Violation of Third-Party Rights: Any claims alleging that data you provide or activities conducted through PropAlchemy infringe or violate third-party rights, including intellectual property and privacy rights. Indemnification does not apply to claims resulting from ABIBOO Corp.’s breach of this Agreement or failure to meet its obligations.

Survival: This indemnification obligation will survive the termination or expiration of this Agreement and your use of the Service and Software.

14. DISPUTE RESOLUTION

Efforts to Resolve Disputes Informally: Before initiating formal legal proceedings, you agree to first attempt to resolve any disputes informally. This involves sending us a detailed written Notice of Dispute at legal@propalchemy.com. We will attempt to resolve the issue by contacting you via email. If a dispute is not resolved within 60 days after submission, you or ABIBOO Corp may bring a formal dispute.

Mandatory Arbitration of Disputes: In the event that the dispute is not resolved informally, you agree to submit the dispute to binding arbitration. Arbitration will be administered by the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.org), in accordance with their respective rules. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Arbitration will be conducted on an individual basis, and class arbitrations, class actions, private attorney general actions, or consolidations with other arbitrations are not allowed. Arbitration will take place in Miami, Florida, or another mutually agreed location. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If any part of this arbitration agreement is deemed unenforceable, the remainder will remain in effect, except that there will be no class arbitration.

Judicial Forum for Disputes: In the rare event that arbitration is not permitted by law, both parties agree to submit to the exclusive jurisdiction of the state courts located in Miami-Dade County, Florida, USA, or federal courts for the Southern District of Florida for legal proceedings. You irrevocably consent to the personal and exclusive jurisdiction of, and venue in, such courts, and waive any objection to any proceedings brought in any such court.

Costs of Arbitration: Each party will bear its own costs in the arbitration, including attorney’s fees and expenses, unless the arbitrator determines that your claims are frivolous. In such a case, the law permits the arbitrator to award reasonable attorneys’ fees and costs to us.

15. EXPORT CONTROL

Acknowledgment of Export Control Laws: You acknowledge and agree that the Software licensed under these Terms is subject to the Export Control Laws and regulations of the United States (including, without limitation, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls).

Compliance Responsibility: You are responsible, at your own expense, for complying with all applicable laws, regulations, and other legal requirements related to the use of the Software and Services, including those that apply to Export Control Laws.

Restrictions on Export and Re-export: You shall not, without prior U.S. government authorization, export, re-export or transfer any Software, Services or technology subject to this Agreement, either directly or indirectly (i) into any country subject to a U.S. trade embargo or to any resident or national of any such county, or (ii) to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury.

Representations: By using the Services or downloading the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any embargoed countries or listed on any restricted parties lists.

16. BILLING

Fee Payment: You shall pay fees as stated in the Order Form. If you do not pay fees in accordance with the terms of the Agreement and details at the Order Form, then, in addition to any other available remedies, we may suspend access to the Software.

Exclusion of Taxes and Fees: Unless otherwise expressly specified by us as required by applicable Law, all prices shown by us and Charges for the Services on your account are exclusive of Taxes and Fees. Where applicable, Taxes and Fees will be charged on the invoices issued by us in accordance with applicable Laws.

Currency and Payment Conditions: All payments under this Agreement shall be made in United States Dollars (USD). You are responsible for ensuring that the full amount invoiced in USD is received by us, without reduction for currency conversion fees, bank charges, wire transfer fees, or any other transaction-related costs. If any such costs are incurred during the payment process, they must be borne by you, and not deducted from the payment amount due to us.

Payment of Applicable Taxes: You are responsible for paying all applicable taxes, government charges, and foreign exchange fees related to this Agreement. Your payments to us should be net of any applicable withholding taxes and fees, ensuring we receive the full amount due. In cases where withholding taxes and fees are required, you will pay additional amounts to cover these so that the payment we receive matches the agreed sum. We will provide necessary tax forms to minimize withholding taxes where possible, and you agree to furnish us with withholding tax certificates as required by law. You consent to us submitting your tax certificates to relevant authorities as needed.

Non-Refundability and Interest on Overdue Amounts: All amounts paid are non-refundable. You remain responsible for any uncollected amounts. We may charge interest for any overdue amounts at the rate of lesser of 1% per month or the lawful maximum.

Subscription and Automatic Renewal: You may be offered more than one billing option for you to use PropAlchemy. If you are on a subscription plan, each Order Form will specify your Initial Subscription Term and any applicable Renewal Term for the Services. If you are on a subscription plan, your subscription will automatically be renewed on a monthly or annual basis as applicable. If you are on a subscription basis, you can stop using the Service and/or cancel your subscription at any time by communicating it to us in writing (i) at least thirty (30) calendar days prior to the commencement of the next Renewal Term, or (ii) within the notice period required by applicable Law.

On-Demand Features: Some features within PropAlchemy may operate on a “Prepaid Credit Model.” This model requires you to purchase credits in advance, which are then consumed based on your usage of these specific on-demand features. Detailed terms, including credit purchase options, usage rates, and top-up procedures, will be clearly outlined in the Order Form.

Software Delivery and Access Conditions: Upon delivery as per the Order Form, we will make the Software available for download through a designated network, covering the initial delivery costs. You are responsible for any costs associated with downloading the Software. Access to the download link will be provided only after the receipt of all necessary payments under this Agreement and any other dues arising from separate Service Agreements between us. Before delivery, we may provide remote access to you for review of the features and for you to validate the Service prior to finalizing any payments due before delivery.

Communications: You agree that we may contact you via email or otherwise at any time with information relevant to your use of the Service or Software, including billing communications.

17. LANGUAGE

To the fullest extent permitted by law, the controlling language for these Terms is English. It is the express wish of the parties that these Terms and all related documents have been drawn up in English. Any translation has been provided for your convenience.

Las partes declaran que han solicitado y por la presente confirman su deseo expreso de que este acuerdo sea redactado en inglés.

Les parties déclarent qu’elles ont demandé et par les présentes confirment leur desir exprés que cette convention soit rédigee en anglais.

تُعلن الأطراف أنها طلبت وتُؤكد هنا على رغبتها الصريحة في أن يتم صياغة هذه الاتفاقية باللغة الإنجليزية.

各方声明，他们已要求并在此确认他们明确的愿望，即该协议用英语撰写。

18. ACCREDITATIONS

PropAlchemy has been created with the help of some third-party applications. Please refer to the Credits Section inside PropAlchemy for additional information on the licenses and related subjects of any agreements between us and those third-party applications. You may also contact us at legal@PropAlchemy.com for any additional information you might need regarding this subject matter.

19. PRIVACY POLICY

Data Collection: When using the software, PropAlchemy may store some available information about you, including but not limited to your browser type, operating system type, hardware configuration, software versions, crash reports for our software, general usage data, and geographic location of the Project. You agree that we may obtain and aggregate technical and other data on a de-identified or Aggregated Anonymous Data, and we may use the Aggregated Anonymous Data in accordance with applicable Law, including to analyze, develop, improve, support, and operate the Services and Software provided to you or other unrelated customers, during and after the term of this Agreement, including to generate industry benchmarks or best practices guidance, recommendations, or similar reports. By using PropAlchemy, you consent to the processing of your data as outlined in our policies. You retain the right to withdraw consent and to inquire about your data and how it is used.

Restriction on AI Training: We do not use the Input Content, Output Content, attachments, the interactions inside PropAlchemy, or other communications to train PropAlchemy or third-party artificial intelligence models.

International Compliance: We are committed to global compliance with international data protection and privacy laws, ensuring the highest standards of data security and privacy for all our users, irrespective of their geographical location. For users in the European Union, we adhere to the General Data Protection Regulation (GDPR). This includes honoring your rights to access, correct, delete, or port your data, and to object to or restrict processing of your personal information. Personal data collected may be stored or processed in countries outside of the European Economic Area (EEA), including the United States. We ensure these data transfers comply with international data protection laws, and adequate safeguards are in place. In addition to GDPR, we comply with other relevant international and national laws on data protection and privacy applicable in the jurisdictions where we operate. Our data protection and privacy policies are reviewed regularly to ensure ongoing compliance with international laws. We are committed to updating our practices in response to legal and technological changes.

Updates and Notification of Changes: We are committed to keeping you informed about any changes to our privacy practices. To ensure you are aware of how your data is being used, we will notify you of any significant changes to our Privacy Policy. This will be done via email to your primary email address registered with us. We recommend that you keep your primary email address up-to-date and regularly check for communications from us regarding privacy updates. Minor changes to the policy may be made without direct notification but will be updated on our website or within the PropAlchemy platform. It is your responsibility to review the Privacy Policy periodically to stay informed of any changes.

Legal Disclosure Requirements: We may be required to disclose such information in order to comply with the law or legal process, protect or defend our or another party’s rights or property.

Non-Disclosure of Sensitive Information: You may not disclose any information about PropAlchemy’s pricing, metrics, or beta features.

User Compliance Obligations: You are responsible for compliance with all Laws governing the monitoring or recording of profiles, contact information or communications between you, or your representatives and any third party.

20. FORCE MAJEURE

Force Majeure Events: The party affected by a Force Majeure Event must notify the other party promptly, detailing the nature of the event and its potential impact on their performance under this Agreement. The affected party is required to make all reasonable efforts to mitigate the effects of the Force Majeure Event on their performance and to resume full performance of their obligations as soon as possible.

Non-Liability for Uncontrollable Events: ABIBOO Corp. will not be liable for any delay or failure in performance resulting from events or circumstances beyond its reasonable control, including but not limited to Force Majeure Events.

Duration of Extension: Should a Force Majeure Event occur, the time for performance will be extended for a period equal to the duration of the event, subject to the affected party’s continued efforts to resume normal performance.

Exclusion of Financial Obligations: This provision does not excuse either party from timely payment of any amounts due under this Agreement. Financial obligations shall remain enforceable and are not subject to delay or exemption under this clause.

21. GENERAL

Effective Date and Duration: The terms become effective upon your first access to PropAlchemy in any of its formats and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using PropAlchemy’s lump-sum offering, when your account is deleted or terminated.

Termination and Renewal: This Agreement may be terminated by either party with a written notice if the other party breaches any term of this Agreement and fails to correct the breach within thirty (30) days following written notice from the non-breaching party. Upon termination, you must cease all use of PropAlchemy and destroy all copies of the Software and Documentation. Renewal terms, if applicable, will be as per the conditions stated in the Order Form. The Agreement automatically renews for successive terms as specified in the Order Form unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Policy Modifications: We reserve the right to modify policies and terms, and make additions to its guides, statements, and notices, with or without notice to you. Both parties agree that changes cannot be retroactive. It is your responsibility to keep your Primary Email Address up to date for any notices that we may send to you from time to time.

Entire Agreement: These terms constitute the entire Licensing Agreement between the parties regarding PropAlchemy and supersedes all prior or contemporaneous understandings, agreements, or communications, whether written or oral. In the event of any conflict between the terms of this Agreement and any other agreement or communication, the terms of this Agreement shall prevail.

Integration with Other Agreements: In this case where this Licensing Agreement forms part of a broader Customization Service & Licensing agreement, the licensing agreement terms are distinct and govern only the licensing aspects of the Software. It is important to understand that the rights and obligations under the EULA Agreement apply solely to the use and Licensing of the PropAlchemy software and do not include any commitments or provisions related to Customization Services.

Relationship of Parties: The Parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, general agency, fiduciary or employment relationship between the Parties. You are solely responsible for determining whether the Services meet your technical, business, or regulatory requirements.

Binding Nature of Purchase Orders: ABIBOO Corp. is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless ABIBOO Corp. expressly agrees to the provision in a written, executed document.

Invalid Provisions: If any provision of these Terms shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall not be affected.

Non-Exclusivity: You acknowledge that ABIBOO Corp. may offer similar software, solutions, and services to third parties, including competitors in your market. While we do not guarantee exclusivity, we assure you that your confidential information will remain protected and undisclosed in such engagements. Additionally, ABIBOO Corp.’s employees and contractors, even if operating in competitive markets, are prohibited from using your Confidential Information in their activities.

Assignment of Rights: You may not assign this Agreement’s rights, duties, or obligations under these Terms and Conditions without our prior written consent.  If consent is given, these Terms and Conditions will bind your successors and assigns. ABIBOO Corp. may assign its rights under these Terms to its affiliates and to any successor by way of merger, acquisition, consolidation, reorganization or sale of all or substantially all of its assets that relate to these Terms, without action on your part, in which case references to ABIBOO Corp. herein shall be deemed to refer to the assignee.

Electronic Signatures and Records: You consent to use electronic signatures and records, ensuring they are appropriate for your needs. There may be laws where you reside governing what types of documents and transactions are appropriate for such signatures. It’s your responsibility to ensure that the electronic signature functionality provided by the Services is appropriate for your scenario.

Jurisdiction: This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. You agree that all claims and disputes arising out of or in connection with these Licensing Terms shall be heard exclusively by any federal or state court of competent jurisdiction located in Miami-Dade County, Florida, U.S.A., and you irrevocably consent to the personal and exclusive jurisdiction of, and venue in, such courts, and waive any objection to any proceedings brought in any such court.

Advice Disclaimer: ABIBOO Corp. does not provide legal or real estate brokerage advice.

22. ETHICAL CONDUCT AND COMPLIANCE

Ethical Conduct and Anti-Corruption Compliance: Neither Party, nor any of its employees or agents, has offered, received or been offered, directly or indirectly, any illegal or improper bribe or kickback (whether in the form of a payment, gift, undue advantage, or thing of value), or will offer or accept the same in connection with this Agreement. All parties agree to comply with the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, and any equivalent anti-corruption requirements in other jurisdictions that are reasonably applicable to this Agreement. Modest and reasonable gifts, meals, entertainment, and other hospitality, provided in the ordinary course of business and without any corrupt intent to obtain or retain business, or influence a government decision, will not violate the above restriction. If you learn of any violation of the above restrictions by ABIBOO Corp, you will use reasonable efforts to notify us at legal@PropAlchemy.com.

Fair Housing and Discrimination Laws: Input and Output Content provided on or in connection with the Service (including all Company Materials and Output Content (as defined above) is not guaranteed and should be independently verified. All real estate located in the United States shown through the Service is subject to the U.S. Federal Fair Housing Act of 1968 as amended which makes it illegal to advertise “any preference, limitation or discrimination based on race, color, religion, sex, handicap, family status or national origin or an attention to make any such preference, limitation or discrimination.” Local and foreign laws add prohibitions against discrimination based on age, parental status, sexual orientation, political ideology, financial status, and perhaps other basis. Please check with your local government agency for more information.

L. Entire Agreement: This Customization Service and End User Licensing Agreement, in addition to the Order Form, constitutes the entire Agreement between the Parties, superseding any prior agreements or understandings.