TERMS AND CONDITIONS OF USE OF THE PLATFORM

‍These Terms and Conditions of Use of the Platform constitute a User Agreement (hereinafter — the "Agreement" or the "Offer") governing the relationship arising from the use of the Platform https://www.reelly.ai/.

This User Agreement constitutes a public offer addressed to a person having full legal capacity.

By registering on the Platform https://www.reelly.ai/, the Platform Visitor fully agrees to this Agreement in its entirety, without any exceptions or reservations.

The fact of acceptance of this offer (the unconditional acceptance of all terms and conditions contained in this document) is recorded by the Platform Operator in electronic form. Information recorded by the Platform Operator regarding acceptance of the offer may be used as evidence before any authority, including in court. Upon acceptance of this Agreement, the Site Visitor enters into the corresponding relationship with the Platform Operator.

‍ATTENTION! IF YOU DO NOT AGREE WITH ANY PROVISIONS OF THIS AGREEMENT, PLEASE DISCONTINUE THE ACCEPTANCE PROCESS (DO NOT PERFORM THE TARGETED ACTION THAT RECORDS A LEGALLY SIGNIFICANT ACT).

‍If you have any questions or require clarification of the terms and individual provisions of this Agreement, please contact our support service at support@reelly.io.

‍1. TERMS AND DEFINITIONS

1.1. Platform or Site — the internet resource located at https://www.reelly.ai/.
‍1.2. Personal Cabinet — a designated private area of the Platform which the Platform Visitor gains access to after performing a legally significant action in the form of registration, and which contains various services, content, and information about the User and the legally significant actions and other activities performed by the User on the Platform.
‍1.3. Account — a set of protected Platform pages created as a result of a User's registration, together with information about the legally significant actions and other activities performed by the User on the Platform.
‍1.4. Platform Operator — the person responsible for the operation, content, administration, and technical maintenance of the Platform. The Platform Operator is Reelly Tech Ltd (duly registered in accordance with the legislation of the UAE, with its office located at: Dubai International Financial Centre, Gate Avenue, South Zone, Unit 208, Dubai, UAE, registration number CL6648).
‍1.5. Platform Visitor — a person who has visited the Site but has not performed any legally significant action on it.
‍1.6. Platform User — a fully capable Internet user in accordance with applicable law, possessing the authority to enter into this Agreement, who has performed the legally significant action of registering on the Platform.
‍1.7. User Statuses — depending on the User's status and the type of legal relationship arising for the User in connection with the use of the Platform, a User may be assigned the status of Developer, Ambassador, or any other status provided for by the Platform's functional settings and additionally accepted agreements.
‍1.8. Developer — a legal entity that, under the legislation of the applicable jurisdiction, is entitled to engage in real estate construction activities, and on whose behalf a User possessing full legal capacity under applicable law and the authority to enter into this Agreement has performed the legally significant action of registering on the Platform and accepting the corresponding agreement governing the relationship with the User in the Developer status.
‍1.9. Real Estate Sales Agent (hereinafter — the "Agent") — a person who, under the legislation of the applicable jurisdiction, is entitled to engage in advertising, sales, and/or any other services related to the sale of Developers' real estate properties, and on whose behalf a User possessing full legal capacity under applicable law and the authority to enter into this Agreement has performed the legally significant action of registering on the Platform and accepting the corresponding agreement governing the relationship with the User in the Real Estate Sales Agent status.
‍1.10. Ambassador — a person who, under the legislation of the applicable jurisdiction, is entitled to engage in advertising, sales, and/or any other services related to the sale of Developers' real estate properties, and on whose behalf a User possessing full legal capacity under applicable law and the authority to enter into this Agreement has performed the legally significant action of registering on the Platform and accepting the corresponding agreement governing the relationship with the User in the Ambassador status.
‍1.11. Asset — an object of the material world in respect of which civil rights and obligations may arise, including digital assets, which constitute a benefit created and existing exclusively in a digital environment and having property value.
‍1.12. Transaction — a legally significant action aimed at the acquisition, alteration, or termination of civil rights and obligations, as a result of which the material standing of the parties involved in the Transaction changes.
‍1.13. User Balance — an area of the Platform which, in accordance with its functional settings, displays the balance of Assets. The User Balance does not constitute a financial account opened for the User with any financial or other licensed institution.
‍1.14. Project — information posted in a separate area of the Platform regarding possible Transactions for the acquisition of a Developer's real estate properties.
‍1.15. Broker Relationship Management (BRM) — a functional module of the Platform designed to facilitate interaction between agents, brokers, and developers, including providing developers with information about Users' interaction with the relevant developer's projects, analytical indicators, activity statistics, communication tools, and other functions provided for by the Platform's functionality.
‍1.16. Analytical Data — information generated by the Platform on the basis of the User's actions, including activity statistics, engagement indicators, the history of interaction with projects, the results of processing behavioral data, and other analytical indicators.
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‍2. WARNING

2.1. The Platform is a suite of software solutions, including CRM, BRM (Broker Relationship Management), and analytical, marketing, and communication tools, designed to organize interaction between agents, brokers, developers, and other real estate market participants.
‍2.2. A Developer's action in listing a Project on the Platform does not constitute indirect or direct advertising of the sale of real estate properties, since the Project is available only for non-public viewing, within a private section of the Platform, and exclusively to verified Users of the Platform.
‍2.3. The Platform Operator does not guarantee Users any income or any volume of sales as a result of using either the paid or free functionality of the Platform.
‍2.4. The Platform Operator does not perform any intermediary or agency functions in Transactions that may be concluded between Users of the Platform. The Platform Operator's sole function is to provide a set of technical and marketing tools built into the Platform's functionality, intended to optimize the operational processes of Users' commercial activities.
‍2.5. Users who are natural persons, notwithstanding the possible generation of systemic income as a result of using the Platform, hereby represent and acknowledge that the nature of the relationship arising between the Platform Operator and the User can under no circumstances be construed as an employment relationship. The User is not an employee of the Platform Operator, and this Agreement is not governed by the provisions of labor law.
‍2.6. Unless otherwise agreed in a separate agreement, the User acknowledges and assumes full responsibility for compliance with all applicable laws and regulations of the country of their citizenship, residence, and/or physical presence, including, but not limited to:
‍2.6.1. fulfilling all tax obligations, including the payment of any taxes, fees, or similar charges related to income received as a result of using the Platform's functionality;
‍2.6.2. obtaining and maintaining the relevant legal status (e.g., the status of an individual entrepreneur, freelancer, or self-employed person), if such status is required under applicable law for the lawful and systematic use of the Platform's functionality;
‍2.6.3. obtaining any necessary business licenses, permits, or registrations required under applicable law for the use of the Platform's functionality.
‍2.7. The Platform Operator shall not be liable for any consequences arising from the User's failure to fulfill such obligations. This includes, without limitation, any administrative, financial, or criminal liability, fines, interest, or enforcement actions imposed by government authorities. All such risks, obligations, and liability rest solely with the User.
‍2.8. The Platform Operator does not provide any advice, endorsements, or recommendations regarding any Transactions relating to Projects presented on the Platform.
‍2.9. The Platform Operator does not guarantee any financial results that a User may obtain as a result of using either the paid or free functionality of the Platform. Users should not rely on any forward-looking information, as it is based on subjective beliefs and historical information available at the time of its publication. Forward-looking information based on historical data is not a guarantee of future results, as future results may be affected by known and unknown risks, trends, uncertainties, and factors beyond subjective control.
‍2.10. Any information posted on the Platform has been obtained from sources that the Platform Operator considers reliable in accordance with its internal evaluation criteria; however, the Platform Operator makes no representations and gives no warranties regarding the accuracy or completeness of such information and bears no liability in this regard.
‍2.11. When using the Platform's functionality, the User may enter into relationships with other third parties. The emergence of such legal relationships must be accompanied by the acceptance of separate agreements with such third parties.
‍2.12. The Platform may host information containing the opinions, advice, statements, offers, or other information of third parties. The Platform Operator does not guarantee the accuracy, completeness, or usefulness of any third-party content provided on the Platform, does not endorse, and assumes no responsibility for the accuracy or reliability of any opinion, advice, or statement made by any third party. Under no circumstances shall the Platform Operator be liable for any losses or damages arising from the User's reliance on information or other content posted on the Platform.
‍2.13. The Platform Operator is entitled to automatically collect, analyze, aggregate, compare, and use data on Users' actions on the Platform to ensure the operation of CRM, BRM, analytical services, recommendations, statistics, and other functions of the Platform.

‍3. REGISTRATION/VERIFICATION PROCEDURE ON THE SITE, CREATION OF AN ACCOUNT AND PERSONAL CABINET ON THE PLATFORM

3.1. To gain access to the Personal Cabinet on the Platform, the User must complete the registration procedure, for which the User must sequentially perform the following steps:
‍3.1.1. Complete the registration form on the Platform.
‍3.1.2. Read this Agreement in full, as well as other documents governing the use of the Platform, and perform the legally significant action of accepting these documents.
‍3.2. To gain access to certain features of the Personal Cabinet, the User may be required to perform additional actions, including, without limitation: completing the Verification/KYC/AML procedure, accepting additional documents, making payment, etc.
‍3.3. When completing the procedures provided for by the Platform's functionality, the User undertakes to provide accurate data and subsequently keep it up to date. The procedure for processing and storing personal data provided by the User is governed by the Privacy Policy posted on the Platform, which forms an integral part of this Offer.
‍3.4. The Platform Operator reserves the right, at any time, to require the User to confirm the data provided when completing the procedures, and to request supporting documents in this regard (in particular, identity documents, photographs, information about place of residence, registration, and bank details), the failure to provide which may, at the Platform Operator's discretion, be deemed equivalent to submitting false information and may result in the blocking of access to the User's Account.
‍3.5. Upon registration, the User independently chooses a username (a unique alphanumeric name of the User's Account) and a password for access to the Account. The Platform Operator is entitled to prohibit the use of certain usernames and to establish requirements for the username and password (length, permissible characters, complexity level, etc.). The requirements for the username and password are indicated by the Platform Operator when the User completes the registration form, prior to completion of the registration procedure.
‍3.6. Upon completion of the registration procedure, an Account and a Personal Cabinet are created for the User.
‍3.7. By completing registration, the User agrees to receive service-related and promotional communications sent using any means of communication provided during the registration procedures or in the User's profile on the Platform.
‍3.8. Registration on the Platform is free of charge.
‍3.9. To acquire the status of a User, a Platform Visitor must meet the following requirements:
‍3.9.1. The User is a person with full legal capacity in their jurisdiction. If, in order to use the Platform's functionality, the User is required under applicable law to obtain any additional permits or licenses, undergo registration, obtain a special status, etc., then for the purposes of this Agreement the User will be deemed to have full legal capacity from the moment all permit documents are issued and/or the relevant permit statuses are obtained;
‍3.9.2. The User is not a resident, citizen, or otherwise located in a country included by the Financial Action Task Force in the list of jurisdictions under increased monitoring (except the UAE) (https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/Increased-monitoring-june-2023.html) or the list of high-risk jurisdictions (https://www.fatf-gafi.org/en/publications/High-risk-and-other-monitored-jurisdictions/Call-for-action-June-2023.html), or in any other country or territory (unrecognized or disputed territories) subject to comprehensive economic sanctions imposed by the United States and/or the European Union.
‍3.9.3. The User is not subject to personal economic or trade sanctions imposed or applied by any government authority, and is not otherwise included on any list of prohibited or restricted persons (including, without limitation, the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury).
‍3.9.4. The User does not use, and will not use, a VPN or any other privacy or anonymity tools or methods to circumvent or attempt to circumvent any restrictions on the use of the Platform.
‍3.9.5. The User is not a citizen or resident of the United States of America, the People's Republic of China, or any country in which the conclusion of similar agreements is prohibited or restricted under national law.
‍3.9.6. Under the laws of the jurisdiction of the User's residence, citizenship, or location, the User is not prohibited from accessing the Platform and its functionality, and such access does not violate and does not assist in violating the norms of applicable law.
‍3.9.7. The User has not previously had their access blocked due to a violation of the terms of this User Agreement.
‍3.9.8. The User does not currently have an Account.
‍3.10. Notwithstanding completion of the procedures provided for by the Platform's functionality, the User must continuously and independently assess whether they continue to meet all the requirements set out in this User Agreement.

‍4. USE OF THE PERSONAL CABINET AND ACCOUNT

4.1. The User's Account data and Personal Cabinet may be used:
‍4.1.1. to identify the User on the Platform;
‍4.1.2. to enter into other agreements (accept offers) posted on the Platform;
‍4.1.3. to use the services and content of the Platform;
‍4.1.4. to receive information about events organized by the Platform Operator and other persons;
‍4.1.5. to access content and other capabilities of the Platform, including those that may be introduced in the future;
‍4.1.6. for other purposes expressly provided for by this Agreement or by offers posted on the Platform.
‍4.2. By using the Platform, the User agrees and understands that providing the relevant developers with information about the User's interaction with such developers' projects through CRM, BRM, and other Platform services is one of the core functions of the Platform.
‍4.3. The User is solely responsible for all actions (and their consequences) performed under the User's Account. All actions performed using the User's Account are deemed to have been performed by the User themselves.
4.4. For security purposes, the User is required to independently and securely log out of their Account (using the "Log Out" button in the Personal Cabinet) at the end of each session on the Platform. The Platform Operator is not liable for any possible loss or corruption of data, or any other consequences of any nature, that may occur as a result of the User's violation of the provisions of this Agreement.
‍4.5. In the event of unauthorized (not permitted by the User) access to the User's Account and Personal Cabinet, or a breach (or suspected breach) of the confidentiality of the means of access to the Account and Personal Cabinet, the User must immediately notify the Platform Operator by email at support@reelly.io.
‍4.6. The User is not entitled to transfer or resell access to the Personal Cabinet, except where the User has obtained written permission from the Platform Operator, or where this is expressly provided for by an agreement with the Platform Operator or by applicable law.
‍4.7. The User is not entitled to grant the right to use the Personal Cabinet to other persons, except in cases expressly permitted by the relevant Platform functionality or by the terms of a product acquired on the Platform.
‍4.8. The Platform Operator is entitled to impose restrictions on the use of the Platform, the Personal Cabinet, and other services for all Users, or for specific categories of Users.
‍4.9. The Platform Operator is entitled to send informational messages to Users using the Personal Cabinet services. The User also consents to receiving promotional messages both from the Platform Operator and from third parties with whom the User enters into a relationship in the course of using the Platform.
‍4.10. The Platform Operator, for purposes exclusively related to the performance of its obligations to the User (in particular, to organize the operation and technical support of the Personal Cabinet), is entitled to access the User's Personal Cabinet.
‍4.11. A single User is entitled to register only one Account, and accordingly only one Personal Cabinet, on the Platform. The Platform Operator has the right, at its discretion, to block and/or delete the Account and Personal Cabinet of a User who violates this condition, without prior notice.
‍4.12. All services and functional capabilities of the Personal Cabinet, and any content, without exception, are provided on an "as is" basis. The Platform Operator gives no warranty as to the error-free and uninterrupted operation of the Personal Cabinet or its individual functional capabilities, or as to the Personal Cabinet and its services meeting the User's specific purposes and expectations. At the same time, the Platform Operator undertakes to promptly and free of charge remedy any errors arising in the course of the Platform's operation. If an error in the Platform's operation is identified, the User may report it by email at support@reelly.io.

‍5. BLOCKING AND DELETION OF THE USER'S ACCOUNT

5.1. The Platform Operator is entitled to block the User's Account and Personal Cabinet in the following cases:
‍5.1.1. The User's violation of this Agreement, as well as of the terms of other agreements with the Platform Operator or with any third party with whom the User has entered into a relationship in the course of using the Platform.
‍5.1.2. The User has not logged into the Personal Cabinet for more than 3 (three) consecutive months, and after registration the User has not performed a single legally significant action in the Personal Cabinet.
‍5.1.3. Blocking of the Account and Personal Cabinet is expressly provided for in any agreement with the Platform Operator or agreement with third parties with whom the User has entered into a relationship in the course of using the Platform.
‍5.1.4. An expression of the User's intent to block the Personal Cabinet and Account by submitting a Request. The Request referred to in this clause is submitted by email at support@reelly.io.
‍5.2. The Platform Operator is entitled to delete the User's Account and Personal Cabinet, and to terminate access to the services provided on the Platform, in the following cases:
‍5.2.1. A repeated (more than two) violation, or a single gross violation, of this Agreement, as well as of the terms of other agreements with the Platform Operator or agreements with third parties with whom the User has entered into a relationship in the course of using the Platform.
‍5.2.2. An expression of the User's intent to delete the Personal Cabinet and Account.
‍5.2.3. The User has provided incomplete, inaccurate, or distorted information, or the information has ceased to be current:
‍5.2.3.1. The User's data indicated in the documents provided by them does not match the data indicated when completing the procedures.
‍5.2.3.2. The User has refused to provide the Platform Operator with evidence confirming the accuracy of the User's data submitted when completing the procedures or contained in the Personal Cabinet.
‍5.2.3.3. The Platform Operator has reasonable grounds to believe that the information provided by the User is incomplete, distorted, or inaccurate.
‍5.2.3.4. The User has ceased to meet the requirements necessary to use the Platform (including, without limitation, having become a citizen/resident of a prohibited jurisdiction, having been placed on a sanctions list, etc.).
‍5.2.3.5. Deletion of the Account and Personal Cabinet is expressly provided for in any agreement with the Platform Operator or agreement with third parties with whom the User has entered into a relationship in the course of using the Platform.
‍5.2.3.6. The User has transferred their Account and Personal Cabinet to a third party without the Platform Operator's permission.
‍5.2.3.7. In the event of the User's violation of the condition prohibiting multiple Accounts, the Platform Operator may delete both of the User's accounts.
‍5.2.3.8. The User has performed actions aimed at causing losses to other Users, the Platform Operator, or third parties with whom the User has entered into a relationship in the course of using the Platform's functionality.
‍5.2.3.9. The User has not logged into the Personal Cabinet for more than 6 months, and after registration the User has not performed a single legally significant action in the Personal Cabinet.
‍5.2.3.10. An expression of the User's intent to delete the Personal Cabinet and Account by submitting a Request. The Request referred to in this clause is submitted by email at support@reelly.io.
‍5.3. The Platform Operator is entitled, on the basis of the foregoing clauses of this Agreement, to block or delete the User's Account and Personal Cabinet without any prior warnings, notifying the User of the fact of blocking or deletion through any of the available communication channels indicated by the User on the Platform.
‍5.4. In the event of a non-sanction-related deletion or blocking of the Account and Personal Cabinet, the User's Assets are not lost or confiscated, and all relationships that arose between the User and third parties in the course of using the Platform's functionality remain unchanged. The User remains the owner of the Assets and is entitled to continue further communication regarding their Assets directly with third parties, outside the Platform.
‍5.5. If, at the time of a non-sanction-related deletion or blocking of the Account and Personal Cabinet, the User's Personal Cabinet displayed any outstanding obligations of third parties to the User, the User may contact either the third parties directly or the Platform Operator by email at support@reelly.io, with a corresponding request regarding possible ways to withdraw the Assets, and, after agreeing on the format of the withdrawal, provide the relevant details for withdrawing the Assets. In this process, the Platform Operator performs solely a representative function on behalf of the third parties in communicating with the User; the third parties, and not the Platform Operator, remain responsible for the fulfillment of all financial obligations.
‍5.6. If, at the time of a sanction-related deletion or blocking of the Account and Personal Cabinet, the User's Personal Cabinet displayed any outstanding obligations of third parties or of the Platform Operator to the User, such obligations are extinguished by way of assessing and subsequently recovering a penalty from the User, without court proceedings, in an amount equivalent to the sum of such obligations, for the actions that led to the sanction-related deletion or blocking of the User's Account and Personal Cabinet.

‍6. ACCOUNTS ON THE PLATFORM AND THE PLATFORM'S INTERNAL ACCOUNTING UNIT

6.1. Under this Agreement, the Platform Operator does not provide Users with any financial services, nor any services for opening and/or managing accounts and/or funds held therein.
‍6.2. Information on the balance of any Asset is displayed solely in the Platform's accounting system in the form of the Platform's internal accounting unit.
‍6.3. Regardless of the name of the currency or digital asset in which the Asset balance is displayed, all amounts are recorded in the Platform's internal accounting unit, which may, in its designation or name, coincide with the designation or name of a real currency or digital asset.
‍6.4. A User's Balance may display both Assets accrued to the balance on the basis of relationships that arose between the User and the Platform Operator, and Assets accrued to the balance on the basis of relationships that arose between the User and third parties with whom the User has entered into a relationship in the course of using the Platform.

‍7. PROCEDURE FOR PAYMENT AND PROVISION OF SERVICES FOR THE USE OF THE PLATFORM'S PAID FUNCTIONALITY

7.1. The cost of services, the terms of payment and provision of services, and other aspects of acquiring access to the Platform's paid functionality are provided to the User directly on the Platform prior to the targeted action of making payment. Prices and other terms indicated on the Platform may be changed by the Platform Operator or by a third party providing services to Users using the Platform's functionality, at any time, unilaterally, at the initiative of the Platform Operator or the relevant third party.
‍7.2. Unless otherwise provided by applicable law, all prices indicated on the Platform are stated exclusive of value added tax.
‍7.3. The cost and terms of services actually paid for may not be changed unilaterally.
‍7.4. The Platform Operator or the relevant third party may charge a fee for any targeted legally significant action performed on the Platform; information on all paid targeted actions must be posted on the Platform.
‍7.5. If services for acquiring access to the Platform's paid functionality are purchased on a subscription basis, funds will be debited automatically. To avoid the debiting of funds, the subscription must be cancelled at least 24 hours before the date of the next payment debit. Deletion of the User's Account does not automatically cancel subscription payments.
‍7.6. The Platform Operator or the relevant third parties cannot influence the timing of transaction processing by payment service providers; accordingly, in the event of a delay by a payment service provider in transmitting payment status information to the Platform Operator, the Platform Operator is entitled to apply a corresponding delay in reflecting such a transaction in the Platform's interface.
‍7.7. If the User initiates a payment dispute procedure with their payment service provider, the User's access to the corresponding paid functionality of the Platform may, at the Platform Operator's discretion, be blocked.
‍7.8. The Platform Operator or the relevant third party reserves the right to refuse or cancel any order at any time for the following non-exhaustive reasons: unavailability of the paid product, errors in the product description or price, order errors, or any other reasons. The User agrees that the Platform Operator or the relevant third party will not bear any liability for losses or damages arising from such cancellation.
‍7.9. The User may cancel a subscription at any time by sending the Platform Operator a written notice of cancellation by email at support@reelly.io, or by using the functionality of the payment service provider.
‍7.10. Services for acquiring access to the Platform's paid functionality are deemed rendered at the moment access to the relevant functionality is provided, regardless of whether the User used such functionality during the paid period or not.
‍7.11. If, under applicable law, the User is entitled to demand a refund for a service received, the User may exercise this right by submitting a corresponding request, mandatorily specifying the provision of applicable law giving rise to such right, addressed to the Platform Operator or the relevant third party, sent by email at support@reelly.io.
‍7.12. Access to individual functions of CRM, BRM, analytics, and other Platform services may be provided on either a free or paid basis. The list of available functions is determined by the tariff, subscription, or separate agreement selected by the User.

‍8. PROJECT LISTING

8.1. In order to list a Project on the Platform, the Developer, Agent, or any other authorized person (hereinafter — the "Person Authorized for Listing") undertakes to provide the Site Operator or the relevant third party with documents, information, photographs, videos, etc. (hereinafter collectively — the "Data") necessary to create the Project's listing on the Platform.
‍8.2. The list, structure, format, and other characteristics of the Data required to create a Project's listing depend on the Platform's functional requirements in effect at the time the Project's listing is created.
‍8.3. Creating a Project's listing may require, without limitation, the following Data: information about the real estate property, information about the developer entity, transaction process instructions, after-sales process instructions, project analytics, presentation materials, exclusive launch information, and other information necessary to create the project's listing. The Parties have agreed that the Data for the Project's listing may be provided through the functionality of the Personal Cabinet, through the contact details indicated by the User in their profile, or through any other means of communication agreed by the Parties using the functionality of the Personal Cabinet or the contact details indicated by the User in their profile, including, without limitation, through various messenger chats.
‍8.4. The Person Authorized for Listing warrants that all Data provided to create the project's listing is complete, accurate, reliable, does not infringe any third-party rights, and complies with the requirements of applicable law. In the event of any claims relating to the posting on the Platform of data provided by the Person Authorized for Listing, the Person Authorized for Listing undertakes to settle such claims and disputes with any third parties and/or government authorities independently, without involving the Site Operator or the relevant third party. If, as a result of the aforementioned claims, any penalties are imposed on the Site Operator or the relevant third party, the Developer undertakes to compensate for all penalties imposed, as well as to compensate for all losses associated with such a claim.
‍8.5. The Site Operator obtains an irrevocable right to process and analyze data that will be generated through the interaction of the Person Authorized for Listing with the Platform's functionality. Data obtained as a result of processing and analyzing the customer experience may be used by the Site Operator for the purposes of its commercial activities, including for improving the Platform's functionality.
‍8.6. In order to optimize the process of creating a project's listing, the Site Operator or the relevant third party has the right, without changing the meaning and substance of the Data provided by the Person Authorized for Listing, to make editorial amendments to it. The Parties have agreed that the Site Operator may, without limitation, make the following editorial amendments to the Data: changing styles, formats, fonts, structure, size, etc.
‍8.7. The Person Authorized for Listing undertakes to keep the Data in each project's listing up to date on an ongoing basis. In the event of a breach of this obligation, the Site Operator is entitled to suspend the availability of the project on the Platform.
‍8.8. During the term of this Agreement, the Developer undertakes to list on the Platform all of its existing Projects.
‍8.9. After a project is listed on the Platform, Agents, using the Platform's functionality, are able to formulate and present to potential buyers an offer to purchase the Developer's project. Each transaction concluded using the Platform's functionality is registered by the Agent on the Platform, and information about it is automatically forwarded to the Developer. When registering a transaction on the Platform, neither the Platform Operator nor any third parties obtain access to the personal data of potential buyers. The Platform's business model does not provide for any direct or indirect communication between the Platform Operator and potential buyers.
‍8.10. After a Project is published, the Platform automatically generates information about Users' interaction with such Project.
‍8.11. Through the functionality of CRM, BRM, and other Platform services, a Developer may be provided with information about Users interacting with its Projects, including details of the User's profile, professional information, interaction history, analytical indicators, activity statistics, information requests, and other actions performed in relation to the relevant Project.
‍8.12. Information is provided exclusively in respect of the relevant developer's projects and is used to manage relationships with agents, analyze project performance, organize sales, and perform other functions of the Platform.
‍8.13. The Site Operator respects the intellectual property rights of third parties. If you are a rights holder and believe that any content posted on the Platform infringes your copyright, you may send a corresponding notice to: support@reelly.io. To have the request reviewed, the following information must be indicated:A description of the copyrighted work alleged to have been infringed;A direct link to the page or other identifier of the disputed content on the Platform;The claimant's contact details (full name, email address); confirmation that the claimant is the rights holder or an authorized representative;A good-faith statement that the information in the complaint is accurate, and that the use of the disputed content is not authorized by the rights holder.
‍8.14. The notice must be reviewed by the Site Operator within a period not exceeding 30 (thirty) calendar days from the date of its receipt. During this period, the Site Operator is entitled to:request an explanation from the User who posted the disputed content;temporarily hide (restrict access to) the disputed content pending completion of the review.
‍8.15. If the User does not provide the requested explanation within the period established by the Site Operator (but not less than 7 calendar days from the date of the request), the Site Operator is entitled to remove the disputed content without further notice.8.16. Based on the results of the review, the Site Operator may make one of the following decisions:grant the rights holder's request and remove the content;refuse to remove the content, if the evidence provided does not confirm a copyright infringement.
‍8.17. The Site Operator is not liable for the actions of users; however, it takes all reasonable measures to comply with the requirements of intellectual property law.
‍8.18. Information displayed to the developer is generated automatically by the Platform's tools on the basis of Users' actions and the settings of the relevant services.
‍8.19. The Platform Operator is entitled to change the list of analytical indicators, statistics, and other information available through CRM, BRM, and other Platform services, without changing the substance of the functionality provided.

‍9. LIABILITY AND DISPUTE RESOLUTION PROCEDURE

9.1. The Platform Operator is not liable for the temporary inoperability of the Platform or its individual functional capabilities, including paid functional capabilities, arising for any reason, including, without limitation:
‍9.1.1. equipment malfunction;
‍9.1.2. periodic maintenance or repair procedures that the Platform Operator or any of its suppliers or contractors may carry out from time to time;
‍9.1.3. other reasons beyond the Platform Operator's control or which the Platform Operator could not reasonably have foreseen;
‍9.1.4. the unavailability of third-party service providers or external partners for any reason.
‍9.2. The Platform Operator is not liable for the content and functioning of links to external websites.
‍9.3. For a breach of the provisions of this Agreement and the obligations arising therefrom, and the failure to remedy such breach within a reasonable period specified in a notice to remedy the breach sent to the User at the means of communication indicated in the User's profile, the Platform Operator may impose on the User a penalty of 0.5% of the amount of transactions concluded on the Platform, or, at the Platform Operator's choice, of the amount of the User's Assets, for each day of delay in fulfilling the obligation.
‍9.4. All disputes between the Platform Operator and the User will be resolved through negotiations. By accepting this Agreement, the User waives the right to participate in a class action. The User's initiation of any claim or complaint in connection with this Agreement must be carried out within one year after the grounds for the claim or complaint arose; otherwise, such grounds for a claim or complaint are permanently waived and extinguished.
‍9.5. Unless this provision is contrary to the provisions of applicable law, the aggregate liability of the Platform Operator or the relevant third parties for any claims arising in connection with the use of the Platform's functionality is limited to the amounts that the User has paid for the use of the Platform's functionality, but not more than USD 100.
‍9.6. In the event the User has outstanding financial obligations to the Platform Operator or to third parties with whom the User has entered into a relationship in the course of using the Platform, including, without limitation, obligations arising in connection with a breach of the terms of this Agreement or other agreements with third parties that resulted in damage to the Platform Operator or third parties, the Platform Operator is entitled to enforce out-of-court recovery against the User's Assets in an amount equivalent to the sum of the outstanding financial obligations.
‍9.7. In the event of disputes between Users of the Platform, such disputes are resolved directly between the parties to the dispute without the involvement of the Platform Operator. The Platform Operator may act as a mediator, but this is not its obligation.
‍9.8. Where claims exist, they are sent by the Parties to each other using, on the User's part, the Personal Cabinet or email, and, on the Platform Operator's part, any means of communication available on the Platform.
‍9.9. Claims must be reviewed by the Parties within ten business days.
‍9.10. If a dispute is not resolved through negotiations, including through the exchange of claims (mandatory claim procedure), any dispute, disagreement, or claim in connection with this Agreement, or its breach, termination, or invalidity, will be finally resolved in court.
‍9.11. If a court dispute is initiated by the User, the dispute is referred to the court at the location of the Defendant, applying the law of the Defendant. If a court dispute is initiated by the Platform Operator, it may determine, at its discretion, the territorial and jurisdictional venue, as well as the law applicable to the resolution of the dispute; accordingly, the Platform Operator may, at its choice, file a claim at the location of the Defendant or the Claimant, or at the place where the actions violating the Platform Operator's rights were committed.
‍9.12. The Platform Operator is not the User's tax agent and does not pay any taxes or fees that may be payable by the User in connection with the use of the Platform, in accordance with the requirements of the law applicable to the User. All obligations to submit reports to the competent authorities of their jurisdiction and to pay the corresponding taxes rest with the Platform User independently. The Platform Operator strongly recommends that the User consult their accountant, tax advisor, or another tax specialist on tax matters.
‍9.13. In the event of force majeure circumstances, including, without limitation, DDoS attacks on the Platform, cyberattacks on servers, or damage thereto, that prevent the performance of this Agreement, the Parties shall be released from liability for partial or complete non-performance of obligations under this Agreement.
‍9.14. The User accepts and agrees that the Platform Operator's liability is limited to the value of the services paid for by the User that have been provided by the Platform Operator.
‍9.15. The Developer undertakes to use information obtained through BRM exclusively for the purposes of interacting with agents and using the Platform's functionality, and is not entitled to use such data in any manner contrary to this Agreement and applicable law.

‍10. COPYRIGHT AND LIMITED LICENSE

10.1. The Platform, its name, domain name, all content, and other materials contained therein, including, without limitation, the logo, all designs, source code, database, functional capabilities, software, text, graphics, audio, video, images, photographs, information, data, and other content (hereinafter collectively — the "Content"), belong entirely to the Platform Operator.
‍10.2. The User is granted a limited, non-transferable license to access and use the Platform for commercial purposes corresponding to the User's Status.
‍10.3. Any of the following actions are expressly prohibited under this license:
‍10.3.1. using the Platform or the Content thereon in a manner that does not correspond to the commercial activity appropriate to the User's Status;
‍10.3.2. distributing, publicly performing, or publicly displaying the Personal Cabinet or the Content, if not related to the purposes of the commercial activity of the User's Status;
‍10.3.3. modifying or otherwise creating any derivative works of the Platform or the Content;
‍10.3.4. using any data mining methods, robots, or similar methods of collecting or extracting data.

‍11. CONSENT TO ELECTRONIC TRANSACTIONS

11.1. Since the Platform Operator operates on the Internet, the User grants consent for an indefinite period to conduct business online and in electronic form.
‍11.2. Any information will be provided to the User in electronic form through the Personal Cabinet or through any available means of communication indicated in the User's profile on the Platform. Only in cases where the terms of acceptance of any agreement governing the relationship regarding the use of the Platform provide for the provision of documents in paper form, such provision may be carried out for a separate fee, which will consist of the costs of preparing and sending documents in paper form. If the User submits a request for the provision of documents in paper form, this does not mean that they have withdrawn their consent to electronic document management and online document management.
‍11.3. Consent to conducting business transactions in electronic form applies to any legally significant actions performed on the Platform between the User and the Platform Operator, or between the User and third parties with whom the User has entered into a relationship in the course of using the Platform.
‍11.4. The User may not withdraw consent to conducting business electronically for as long as they continue to interact with the Platform Operator.

‍12. ENTRY INTO FORCE, AMENDMENT, AND TERMINATION OF THE AGREEMENT

12.1. The Agreement enters into force from the moment the User accepts the offer proposed by the Platform Operator and remains in effect until the Parties have fully performed their obligations, but for no less than the period of existence of the Platform and the User's Account. Regardless of the date of acceptance, the Parties have agreed that the Agreement will govern the relationship between the Parties that arose from the date the User registered their Account on the Platform. In the event the User's Account is deleted, certain provisions of this Agreement continue to govern the relationship between the Parties for as long as the regulated relationship continues to exist. The Agreement is deemed accepted either from the moment the User performs the corresponding targeted legally significant action or from the moment they continue to use the Platform's functionality.
‍12.2. The Platform Operator reserves the right to amend this Offer, in connection with which the User undertakes to regularly monitor changes and be guided by the version of the Agreement posted on the Platform at https://www.reelly.ai/.
‍12.3. If, after the Offer has been amended, the User continues to use the Platform, the User is deemed to have familiarized themselves with all the amendments and to have accepted them.
‍12.4. If the User does not accept the amendments to this Agreement, they have the right to terminate it unilaterally by notifying the Platform Operator by email at support@reelly.io.
‍12.5. The User is entitled to unilaterally terminate this Agreement out of court at any time by sending the Platform Operator a corresponding request for deletion of the Account and Personal Cabinet.
‍12.6. The Platform Operator is entitled to unilaterally terminate this Agreement out of court in the cases provided for by this Offer, by notifying the User of the termination through the Personal Cabinet or using the contact details indicated by the User in their profile.
‍12.7. The User is not entitled, without the consent of the Platform Operator, to replace their Party to this Agreement. The User is prohibited from transferring the rights and obligations arising from this Agreement to any third party.
‍12.8. The Platform Operator has the right, without the User's consent or notice, to replace its Party to this Agreement. The Platform Operator has the right, without the User's consent or notice, to assign or otherwise transfer its rights and/or obligations arising from its relationship with the User to third parties.
‍12.9. A court's finding of invalidity of any provision of this Agreement shall not entail the invalidity of the remaining provisions thereof.