IMPORTANT NOTICE TO ALL USERS:
- BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENSE WHICH WILL BIND YOU AND YOUR EMPLOYEES.
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This license agreement (the “License”) is a legal agreement between you (“Subscriber” or “you”) and Property Monitor Software & Services LLC of Office 270, Floor 3, 303 Invox Business Center, Westburry Tower 1, Business Bay, Dubai, United Arab Emirates (“Licensor”, “us” or “we”) for a subscription license of a suite of real estate data, analytics, and market intelligence products as well as tools and services related to the real estate industry (the “Services”).
This License shall commence on the earlier of the date access is granted to you or the effective date of an active Order Form and shall remain in full force and effect until all Order Forms expire or are terminated or access is disabled.
PM and Subscriber may individually be referred to as a “Party” or collectively as “Parties” under this License.
PART A – SUBSCRIPTION LICENSE
1.1. In accordance with the terms of this License, Licensor hereby grants to Subscriber a nonexclusive, nontransferable license to use only the Licensed Product consisting of those portions of the Product Suite that are expressly identified in the Rate Card and Subscription Order Form.
1.2. We may, in our sole discretion, provide you with temporary access to the Licensed Product for evaluation purposes only. Access during the trial is (i) provided free of charge; (ii) temporary and revocable; (iii) granted solely for internal evaluation and research purposes; and (iv) may be suspended or terminated at any time in Licensor’s sole discretion.
1.3. Licensor may from time to time make available to Subscriber access to beta, preview, pilot, early-access, experimental, evaluation, or pre-release features, functionality, products, services, tools, reports, data sets, integrations, or other capabilities (collectively, the “Beta Features“). All provisions of this License shall apply to the Beta Features. Beta Features are provided at Licensor’s sole discretion and may be modified, restricted, suspended, withdrawn, or discontinued at any time without notice or liability. Beta Features shall not form part of the Subscriber’s licensed subscription entitlement, Rate Card, Subscription Order Form, service commitment, or any Enhancement unless expressly agreed by Licensor in writing.
2.1. Subscriber agrees to pay the License Fees and all other fees set forth in the Subscription Order Form and this License, in such amounts and on such dates as are specified in the Subscription Order Form and the Subscription Payment Schedule.
2.2. Subscriber shall receive all invoices by email. Should Subscriber require hard copy originals of invoices Licensor reserves the right to charge for this service.
2.3. Subscriber will also pay any taxes, including VAT or withholding tax, that are due in relation to goods and services provided by Licensor. Subscriber will pay Licensor the full amount of any invoice, regardless of any deduction that Subscriber is required by law to make.
2.4. In the event Subscriber fails to pay any of the License Fees or other fees on the applicable due date or any of the post-dated cheques received are dishonored, Licensor may, at its sole discretion: (i) apply an administrative fee of AED 1,000/- shall be payable by Subscriber for any bounced/returned cheque or late payment; (ii) the License Fee shall revert to the full Rate Card price as listed in the Subscription Order Form; and (iii) Licensor shall have the right to suspend any and all access to the Licensed Product. In all cases, failure to make payment of the License Fees when due will be deemed a material breach of this License.
2.5. In all cases, the amount of License Fees shall be paid by Subscriber to Licensor in full without any right of set-off or deduction. Licensor may accept any payment without prejudice to its rights to recover the balance due or to pursue any other right or remedy.
2.6. If the Subscriber has entered into a separate agreement with an Affiliate of Licensor, the Subscriber may have free access to the Services, provided that all payment obligations and other terms such agreement are fully honored by the Subscriber.
3. USE & SUBSCRIBER UNDERTAKINGS
3.1. Subject to the prohibitions set forth below, during the term of this License and without prejudice to the generality of Clause 3, Subscriber may, in the ordinary course of business and subject to Reasonable Use:
(a) use the Licensed Product for Subscriber’s internal research purposes;
(b) use the Database (i) to provide information regarding particular properties to its clients and prospective clients; and (ii) to support its valuation, appraisal or counselling regarding a specific property; and
(c) may reference the Data, Analysis, and Reports in Subscriber’s marketing materials, promotional content, publications, presentations, websites, social media posts, and other communications, provided that the source of the Data is prominently attributed to “Property Monitor” and/or by applying the approved Licensor’s logo (available at propertymonitor.com/branding and subject to Licensor’s brand and style guidelines). Where such use occurs on a social media platform on which Property Monitor maintains an official account, Subscriber shall, where technically possible, tag, mention, link to, or otherwise identify Property Monitor’s official account using the platform’s available attribution functionality.
3.2. Subject to the provisions set forth below, Subscriber may print information or copy information into word processing, spreadsheet and presentation programs (or other software programs with the express written consent of Licensor), so long as the level of information being printed or copied is reasonably tailored for Subscriber’s purposes, insubstantial and used in compliance with this Clause 3.
3.3. Except as set forth in Clause 3.1, Subscriber shall not distribute, disclose, copy, reproduce, make available, communicate to the public by telecommunication, display, publish, transmit, assign, sub-license, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Licensed Product and Product Suite, or modify, adapt or create derivative works of the Licensed Product and Product Suite.
3.4. Notwithstanding any other provision herein, Subscriber shall not:
(a) access or use the Licensed Product and Product Suite if Subscriber is a direct or indirect competitor of Licensor or provide any portion of the Licensed Product and Product Suite to any direct or indirect competitor of Licensor;
(b) rent, lease, sub-license, loan, translate, merge, adapt, vary, or modify any part of the Licensed Product and Product Suite;
(c) use any portion of the Licensed Product and Product Suite to create, directly or indirectly, any database or product;
(d) store, copy or export any portion of the Licensed Product and Product Suite into any database or other software program, except as set forth in Clause 3.1 and 3.2;
(e) modify, merge, scrape, data mine, disassemble, reverse engineer, decompile, extract, harvest, copy, reproduce, create derivative works of, or otherwise attempt to derive, replicate, reconstruct, or determine the composition, methodology, functionality, operation, underlying data, analysis, models, algorithms, processes, or outputs of any portion of the Licensed Product and Product Suite; or access, retrieve, collect, query, monitor, extract, download, copy, index, cache, store, mirror, synchronize, or interact with any portion of the Licensed Product and Product Suite through any automated, programmatic, scripted, robotic, artificial intelligence, machine learning, crawler, spider, bot, agent, software application, API, browser automation tool, or other automated means;
(f) except as set forth in Clause 3.1, use, reproduce, publish, or compile any Data, Analysis, or Reports for the purpose of selling or licensing such information or making such information publicly available;
(g) use, permit the use of, or make available any portion of the Licensed Product, Product Suite, Database, Data, Analysis, Reports, or any information derived therefrom for the purposes of training, testing, validating, tuning, fine-tuning, optimizing, developing, operating, or improving any artificial intelligence, machine learning, deep learning, large language model, generative AI, retrieval-augmented generation (RAG), neural network, algorithmic model, automated decision-making system, or any similar technology, whether owned by Subscriber or any third party, nor use the Licensed Product or any output thereof to create datasets, embeddings, vector databases, knowledge bases, synthetic datasets, or other inputs intended for such systems. For the avoidance of doubt, Subscriber shall not upload, submit, transmit, ingest, or otherwise provide any portion of the Licensed Product or outputs generated from the Licensed Product to any artificial intelligence or machine learning service, platform, model, or application without Licensor’s prior written consent; or
(h) use the Licensed Product, Product Suite, Database, Data, Analysis, Reports, or any information derived therefrom to develop, validate, benchmark, support, market, commercialize, or operate any product, service, database, valuation model, analytics platform, market intelligence platform, or other offering that competes directly or indirectly with Licensor or any Affiliate of Licensor.
3.5. In the event Subscriber or any Authorized User exceeds Reasonable Use of the Licensed Product Licensor shall have the right to restrict, limit, or suspend access to the Licensed Product.
3.6. Subscriber acknowledges that Licensor may monitor, record, analyze, and audit usage of the Licensed Product, including login activity, access patterns, usage volumes, device information, and other technical indicators, for purposes including security, fraud prevention, credential sharing detection, compliance verification, service improvement, and enforcement of this License.
3.7. Subscriber grants Licensor a perpetual, irrevocable, worldwide, royalty-free right to use, incorporate, modify, and commercialize any suggestions, recommendations, enhancement requests, feedback, or other input provided by subscriber relating to the Licensed Product or Product Suite without restriction or obligation.
4.1. Subscriber shall have access to the Licensed Product as of the Start Date as set out in the Subscription Order Form.
4.2. The Licensed Product may be accessed by no more than the number of Authorized Users specified in the Subscription Order Form. Except where Subscriber is an individual, and therefore the sole Authorized User, all Authorized Users must be individuals (i) employed by Subscriber under the Subscriber’s trade license, and (ii) included on Licensor’s list of Authorized Users for the Licensed Product.
4.3. Any individual employed by Subscriber who benefits or may benefit from the Licensed Product — including any broker, agent, researcher, analyst, appraiser, surveyor, valuer, investment professional (including those making/assisting with investment or lending decisions), advisor, underwriter, asset manager, sales or other similar personnel (including, but not limited to, managers or directors managing such personnel) — must be an Authorized User. Subscriber shall notify Licensor if the number of such individuals exceeds the number of Authorized Users specified in this License.
4.4. Subscriber is responsible, at Subscriber’s sole cost and expense, for providing facilities suitable to enable the Subscriber and its Authorized Users to access Licensed Product, including computer terminals, internet connectivity and communication software.
4.5. Subscriber will ensure that access to and use of the Licensed Product, and the usernames and passwords (collectively, the “Credentials’) and any other authentication method used to access the Licensed Product are available only to Authorized Users and will not allow anyone other than an Authorized User access to the Licensed Product or Credentials for any reason.
4.6. Credentials will only be issued by Licensor upon receipt of a valid email address at the email domain of the Subscriber. Credentials will not be issued: (i) for general email addresses that are not specific to an individual; or (ii) for email addresses that are not related to Subscriber’s primary domain name or approved domains as listed in the Subscription Order Form. Email addresses and domains for other group entities or subsidiaries of Subscriber will not be accepted unless expressly approved in writing.
4.7. Subscriber acknowledges that they are entirely responsible for all activities that occur through the use of Credentials for the Authorized Users and Subscriber will immediately notify Licensor of any unauthorized use of Credentials or any other breach of security. On receipt of such notification from Subscriber, Licensor will block access linked to those Credentials. Subscriber shall be liable for and shall indemnify and hold Licensor harmless for the consequence of any Unauthorized use of Credentials or any other breach of security.
4.8. During the term of this License, Subscriber will notify Licensor within two (2) Business Days of any Authorized User whose employment with the Subscriber is terminated, and upon such termination Subscriber shall cease using and destroy the Credentials for such Authorized User.
4.9. Subscriber releases Licensor from any and all claims, including any third-party claims for breach of intellectual property rights or otherwise, arising from any reliance on or use of by the Subscriber or any Authorized Users or otherwise of the Licensed Product and/or the Product Suite.
5.1. Subscriber acknowledges the Licensed Product and Product Suite are comprised of data that is owned by Licensor, its Affiliates, and its licensors, and that Licensor, Affiliates, and its licensors have and shall retain exclusive ownership of all Intellectual Property Rights to the Licensed Product and Product Suite. This is a license agreement and not an agreement for sale. Subscriber shall have no right or interest in any portion of the Licensed Product and Product Suite except the right to use the Licensed Product as set forth herein.
5.2. Subscriber acknowledges that the Database, Analysis, Reports, Software, Licensed Product, and Product Suite constitute the valuable property and confidential Intellectual Property Rights of Licensor, its Affiliates, and its licensors (collectively, the “Proprietary Information”).
5.3. Subscriber acknowledges that Subscriber has no right to have access to any part of the Licensed Product and Product Suite in source code form or in unlocked coding or with comments.
5.4. Subscriber agrees to: (i) comply with all copyright, trademark, trade secret, patent, contract and other laws necessary to protect all rights in the Intellectual Property Rights and Proprietary Information of Licensor, (ii) not challenge Licensor’s, its Affiliates’, and its licensor’s ownership of (or the validity or enforceability of their rights in and to) the Intellectual Property Rights and Proprietary Information, and (iii) not remove, conceal, obliterate or circumvent any copyright or other notice or license, use or copying technological measure or rights management information included in the Licensed Product and Product Suite.
5.5. The Parties acknowledge that any intellectual property rights in existence on the Effective Date, or that are developed independently of this License, will remain the sole property of the Party that owned or developed those intellectual property rights (the “Pre-Existing IP”). Subscriber grants Licensor a nonexclusive, royalty-free license in perpetuity to use Subscriber’s Pre-Existing IP that Subscriber requests or provides to Licensor to include as part of the Licensed Product, Product Suite, Enhancements, and Beta Features.
5.6. Subscriber shall be liable for and indemnify Licensor for any losses suffered as a result of any violation of the provisions of this License by any Authorized User and by Subscriber’s employees, affiliates and agents and for any unauthorized use of the Licensed Product by such persons. Without Licensor’s consent, Subscriber may not use or reproduce any trademark, service mark or trade name of Licensor or its licensors.
5.7. Subscriber may use the Licensor’s logo in connection with their marketing materials and referencing of the Licensed Product subject to the brand and style guidelines of Licensor.
5.8. Licensor may use the Subscriber’s logo in connection with the Licensed Product, Product Suite, and marketing materials subject to the brand and style guidelines of Subscriber. (Reports generated by the Product Suite are cobranded and elements of the Product Suite which reference the Subscriber may be accompanied with the Subscriber’s logo)
5.9. The Licensed Product and Product Suite may be protected by technical protection measures (“TPM”) so that Licensor’s intellectual property rights, including copyright in the Licensed Product and Product Suite, are not misappropriated. Subscriber must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise, or expose for sale or hire, nor have in its possession for private or commercial purposes, any means whose intended purpose is to facilitate the unauthorized removal or circumvention of such TPM.
6.1. Licensor shall be entitled to terminate this License at any time by giving the Subscriber not less than two (2) Business Days’ written notice.
6.2. We may terminate this License immediately by written notice to you if you commit a material or persistent breach of this License which you fail to remedy (if remediable) within ten (10) Business Days after the service of written notice requiring you to do so.
6.3. We may also terminate this License with immediate effect without the requirements of prior written notice in the event of any breach of the exclusivity provisions with Licensor or any Affiliate.
6.4. On termination for any reason:
a) all rights granted to you under this License shall cease;
b) you must immediately cease all activities authorized by this License; and
c) you must immediately and permanently delete or remove the Licensed Product from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Licensed Product then in your possession, custody or control and, in the case of destruction, legally certify to us that you have done so.
PART B – PROVISION OF DATA
7. PROVISION OF DATA
7.1. With the exception of Clause 7.2, the provisions of this Part B shall only apply where Subscriber also acts as Data Provider as indicated in the Subscription Order Form. If Subscriber is not acting as Data Provider, the provisions of this Part B shall not apply.
7.2. Subscriber shall provide Listing Data either (i) directly to Licensor, or (ii) via an Affiliate, in such format and at such frequency as may be agreed in writing from time to time by the Parties, and in any event no less than once per week.
7.3. Subscriber shall provide the Property Data to Licensor in such format and on such frequency as may be agreed in writing from time to time by the Parties. Subscriber shall in any event provide Property Data no less than once per week.
7.4. Property Data provided by the Subscriber for sales and rental transactions shall include the data fields referenced in the Property Data Fields document.
7.5. The provision of Property Data under this License by Subscriber will include all sales, resale, and rental transactions for both residential and commercial assets (including but not limited to: industrial, office, retail, land and labor camps) that Subscriber is involved in with data provided at the listing, SPA/MOU, and transfer/lease signed/Ejari stages.
7.6. The provision of Property Data for all future transactions occurring at any time following the Effective Date shall commence no later than one (1) week of the Start Date.
7.7. The provision of Property Data for all historic transactions for the period stated in the Subscription Order Form shall be completed no later than one (1) week of the Start Date.
7.8. Subscriber shall complete market surveys related to the Product Suite and real estate industry as requested from time-to-time by Licensor. Subscriber shall ensure that not less than fifty percent (50%) of the Subscriber’s Authorized Users complete such surveys.
8. OBLIGATIONS IN RESPECT OF DATA
8.1. With the exception of Listing Data, Licensor shall not at any time without Subscriber’s prior written consent disclose any of the Property Data to any third-party, other than: (i) to any authorized users of the Licensed Product and Product Suite who are reasonably required in the course of their duties to receive and acquire the same and who are obliged to treat the Property Data on the same terms and conditions as contained in this License; (ii) as required for the commercial operation of the Licensed Product and Product Suite; and (iii) to its Affiliates.
8.2. Subscriber agrees that where Subscriber has elected to act as an Exclusive Data Provider as noted in the Subscription Order Form’s Data Provider Class that:
a) Part B of this License is an exclusive arrangement and Subscriber shall not at any time without Licensor’s prior consent, disclose the provisions and contents of this License to any third-party including but not limited to any other persons who operate business competing with Licensor or its Affiliates, valuation companies and/or market research companies;
b) Subscriber is providing information under Part B of this License to Licensor on an exclusive basis. Under the terms of such, this prevents Subscriber from providing such information to all third-parties on a formal basis in a data format which would include but is not limited to spreadsheet, database, XML export, API, hard-disk and/or any similar formats;
c) This would not prevent Subscriber providing comparable evidence verbally to said parties on an ad-hoc basis.
a) Subscriber shall notify Licensor immediately in the event that Subscriber receives a request for information on a formal basis from any third-party including any business competing with Licensor or its Affiliates, valuation company and/or market research company.
8.3. Subscriber agrees that where Subscriber has elected to act as a Non-Exclusive Data Provider as noted in the Subscription Order Form’s Data Provider Class that Subscriber shall notify Licensor immediately in the event that Subscriber receives a request for information on a formal basis from any third party including any business competing with Licensor or its Affiliates, valuation company and/or market research company.
9. SPOT CHECKING
9.1. TRANSACTION AUDIT
Subscriber agrees that Licensor will be entitled to review documentation to support data provided via a series of spot checks conducted at Subscriber’s office (the “Transactional Data Audit”).
9.2. SUBSCRIBERS AUDIT CONSENT
Under this Agreement Subscriber consents to the following:
a) a maximum of twelve (12) Transactional Data Audits annually, which for an individual transaction shall include presentation of copy of signed SPA, title deed or Oqood, buyer and seller identification documentation and transfer documentation for sales transactions, or presentation of copy of signed Tenancy Contract or Ejari, tenant and landlord identification documentation for leasing transactions (the “Audit Documentation”);
b) Subscriber shall prepare Audit Documentation for review within two (2) Business Days following an audit notice delivered to Subscriber via email.
c) Licensor can request the review of Audit Documentation to support up to five (5) individual transactions per Transactional Data Audit. In the event that any Transactional Data Audit uncovers substantial discrepancies (in Licensor’s sole judgement), Subscriber shall present Audit Documentation for all transactions submitted to Licensor over the past three (3) months.
9.3. DOCUMENT RETENTION
Licensor will view Audit Documentation but shall not permitted to retain any documentation or copies thereof.
10. WARRANTIES IN RESPECT OF DATA
10.1. Subscriber warrants to use all reasonable endeavors to ensure the accuracy and completeness of the Property Data provided pursuant to this License.
PART C – GENERAL
11. NO WARRANTY
11.1. Although Licensor makes efforts to provide an accurate product, the Licensed Product is provided and licensed on an “as-is” basis, and all representations or warranties (statutory, express or implied except any which may not lawfully be excluded) are expressly excluded, including without limitation any implied warranties as to merchantability or fitness for any particular purpose. Without limiting the foregoing, Licensor makes no representations in relation to the availability, performance, or functionality of the Licensed Product or that the Licensed Product will be error-free, or that any errors will be corrected. These limitations will apply notwithstanding the failure of essential purpose of any remedy.
11.2. Subscriber acknowledges that the Licensed Product has not been developed to meet Subscriber’s individual requirements and that it is therefore Subscriber’s responsibility to ensure that the features, functions, and performance of Licensed Product meet Subscriber’s requirements.
11.3. Subscriber shall not hold Licensor, its Affiliates, or its licensors responsible for any errors in reporting, evaluating, analyzing, simulating, or forecasting real estate market information, or for any information, analyses or reports comprising the Licensed Product and Product Suite.
12.1. Licensor’s maximum aggregate, cumulative liability relating to this License, and use of the Licensed Product, whether in contract, tort (including negligence) or otherwise, shall be limited to Subscriber’s actual, recoverable direct damages, if any, which in no event shall exceed the total amount of License Fees actually paid to Licensor under this License during the twelve (12) month period immediately preceding the date such claim arose.
13.1. Subscriber shall indemnify, defend, and hold harmless Licensor, its Affiliates, and approved assignees, and their respective partners, directors, officers, employees, and agents against all costs and expenses, including attorneys’ fees, arising out of or relating to any threatened, pending, or completed claim, demand, or action by any person not a party to this License (a “Claim”) resulting from Subscriber’s use or application of the Database, Analysis, Reports, or Licensed Product and Product Suite in contravention of this License, including any Claim under applicable laws, rules, or regulations. Subscriber shall pay any judgments or settlements in respect of any such Claim.
13.2. Licensor shall give Subscriber prompt written notice of any Claim (provided that Licensor’s failure to give timely notice shall not relieve Subscriber of its indemnification obligations except to the extent Subscriber is materially prejudiced by such failure). Subscriber shall have sole control of the defense and all settlement negotiations, and Licensor shall, at Subscriber’s expense, provide reasonable cooperation, information, and assistance.
13.3. Licensor may, at its own expense, participate in the defense of any Claim, provided that Subscriber shall retain control of the defense and settlement.
13.4. This Clause 13 shall survive the expiration or termination of the License for any reason.
13.5. If the foregoing indemnity is unavailable to Licensor in respect of any Claim, Licensor shall be entitled to seek contribution from Subscriber in a court of competent jurisdiction under any applicable legal or equitable theory, and such contribution shall cover Licensor’s costs, damages, and expenses in relation to the Claim.
14.1. Subscriber must not use any Confidential Information for any purposes other than as provided under this License and must not disclose or permit the disclosure of any Confidential Information to any third person except with the prior written consent of Licensor or to the extent that such Confidential Information: (i) is required to be disclosed by UAE Law; or (ii) is public knowledge other than by breach of this Clause 14.
14.2. Subscriber must notify Licensor immediately on becoming aware of a suspected or actual breach of this Clause 14 by any person involved in the use or performance of the Services.
14.3. If Licensor considers that the Subscriber is disclosing Confidential Information in breach of this Clause 14, Licensor may, by notice in writing to the Subscriber, require the Subscriber to return all documents and materials containing or based upon Confidential Information. The Subscriber must upon receipt of such notice immediately return to Licensor all such documents and materials and no copies will be retained by the Subscriber.
15.1. Contact. You may contact us by emailing sales@propertymonitor.com and legal@propertymonitor.com. If we need to contact you, we will write to the email address set out in the Subscription Order Form.
15.2. We are not responsible for viruses. We do not guarantee that the Licensed Product will be secure or free from bugs or viruses.
15.3. We are not liable for events outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations that is caused by events outside our reasonable control (each a “Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control. The performance of our obligations under this License is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under this License may be performed despite the Force Majeure Event.
15.4. Other agreements between you and Licensor. You may have entered into other agreements with Licensor or its Affiliates, or may have accepted other terms and conditions governing the use of other services provided by Licensor or its Affiliates. This License applies in addition to any such agreements. In the event of any conflict or ambiguity between this License and any other agreement between you and Licensor or its Affiliate, the provisions of this License will prevail (but only to the extent of such conflict or ambiguity).
15.5. We may transfer our rights and obligations. We may transfer our rights and obligations under this License to another organization. We will notify you in writing if this happens, and we will ensure that the transfer will not affect your rights under this License.
15.6. Assignment. This License and the license granted hereunder may not be assigned or transferred (by operation of law or otherwise) by the Subscriber, in whole or in part, without the prior written consent of Licensor.
15.7. Nobody else has any rights under this License. These Terms of Use are between you and Licensor only, and no other person will have any rights to enforce or rely on any of its provisions.
15.8. Waiver. No failure or delay by a party to exercise any right or remedy provided under this License or by law shall constitute a waiver of that or any other right or remedy, nor shall any single or partial exercise preclude or restrict the further exercise of that or any other right or remedy.
15.9. Remedies. Subscriber acknowledges that the breach or threatened breach of this License by it may result in irreparable injury to Licensor and that, in addition to its other remedies, Licensor shall be entitled to injunctive relief from any court of competent jurisdiction to restrain any threatened or continued breach of this License.
15.10. Binding effect. The provisions of this License shall extend to and be binding upon the Parties hereto and their respective successors, permitted assigns, and legal representatives.
15.11. Authority. Subscriber warrants and represents (i) that the Authorized Signatory executing this License has the full power, authority and legal right to execute this License; and that any consent of a third-party necessary to enter into this License has been obtained; (ii) it possesses all governmental licenses, permits, certificates, consents, orders, approvals, memberships in self-regulatory organizations and other authorizations (collectively referred to as “Permits”) necessary legally to carrying out its obligations under this License, and in so doing, Subscriber shall comply with the terms of such Permits; and (iii) the execution, delivery and performance of this License will not violate any obligation by which the Subscriber is bound, whether arising by contract, operation of law or otherwise.
15.12. Entire agreement. This License reflects the entire agreement between the Parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the Parties.
15.13. Survivability. Clauses 3.4, 5, 6, 12, 13 and 14 of this License shall survive the expiry or termination.
15.14. Even if we delay enforcing our rights under this License, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under this License, or if we delay taking steps against you in respect of your breaching this License, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
15.15. If a court finds part of this License illegal, the rest will continue in force. Each of the sections of this License operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.
15.16. Language. If this License is translated into any other language and there is a discrepancy between the English text and the text in the other language, the English text version will prevail to the fullest extent permitted by applicable law.
15.17. Updates. We may update this License at any time. If you do not wish to accept the terms of the License (as varied) you must immediately stop using and accessing the Licensed Product on the deemed receipt and service of the notice.
15.18. Dispute resolution. If a dispute arises between you and us, we strongly encourage you to first contact us directly to seek a resolution by emailing both sales@propertymonitor.com and legal@propertymonitor.com. We will review your complaint and do our best to address it. If a dispute between us cannot be resolved amicably, then to the fullest extent permitted by applicable law, this License, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of the Dubai International Financial Centre (“DIFC“) and will be interpreted accordingly. You irrevocably agree that the DIFC courts will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with this License and all matters arising from it (including any dispute relating to the existence, validity or termination of this License, or any contractual or non-contractual obligation).
DEFINITIONS
AED: means the Dirham, the lawful currency of the UAE;
Affiliates: means in relation to Licensor, its holding companies, its subsidiaries, the subsidiaries of each of its holding companies and any other entities or persons where Licensor possesses directly or indirectly the power to determine the direction to be taken by these entities or persons;
Analysis: means the forecasts, evaluations, simulations, assessments, models, indices, charts, processes, methods, techniques, applications, procedures, formulae, algorithms, and other analyses related to real estate or securities and the Licensed Product and Product Suite;
Authorized Signatory: means an individual named on the trade license as an owner, partner, or manager, or other individual that has legal authority granted by board resolution, articles of association, or power of attorney to validly enter into this License;
Authorized User: means an individual who is authorized by Subscriber to access the Licensed Product under the terms of this License;
Business Day: means a calendar day other than a Saturday, Sunday or those days designated as national holidays in the Emirate of Dubai under the laws of Dubai and the United Arab Emirates;
Confidential Information: means all information disclosed to the Subscriber by Licensor, their officers, employees, agents, representatives and/or any related entities of Licensor including, but not limited to: (i) information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of Licensor; (ii) trade secrets or information which is capable of protection at law or equity as confidential information; (iii) information from a third-party where the Subscriber is advised by Licensor or Licensor’s Representative or any related entities of Licensor that such information is confidential; and (iv) information derived or produced partly or wholly from the information referred to above including any calculation, conclusion, summary or computer modelling, regardless of whether the information was disclosed: (a) orally or in writing or in electronic or machine-readable form; (b) before, on or after the date of the License; (c) as a result of discussions between the Parties; or (d) by Licensor or any of its related entities or third-parties, which is not in the public domain;
Data: means the data available through Licensed Product and Product Suite which shall include any Property Data provided by Subscriber and any similar data provided by third-parties for the purposes of inclusion in the Licensed Product and Product Suite;
Database: means the proprietary database of real estate and property information, including but not limited to, the Data, information, text, photographic and other images, media, and data contained therein, and the proprietary organization, cleansing, and structures for categorizing, sorting and displaying such;
Data Provider: means Subscriber, when indicated in the Subscription Order Form that Subscriber shall be acting as Data Provider;
Documentation: means any media, printed materials, online documentation and/or electronic documentation, including user guides, instruction manuals and other information relating to Licensed Product and Product Suite;
Enhancement: means the amended versions, updates, releases and other generally available modifications and bug fixes to Licensed Product and Product Suite;
Effective Date: means the date this License becomes binding and effective as outlined in the Subscription Order Form;
Intellectual Property Rights: means: (i) patents, trademarks, service marks, moral rights, rights in designs, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, copyrights and related rights, in each case whether registered or not, and any applications for registration of any of them; (ii) rights under licenses and consents in relation to any of them; and (iii) all forms of protection of a similar nature or having equivalent or similar effect to any of them which may subsist anywhere in the world;
License: means this License;
License Fees: means the fee specified in the Subscription Order Form;
Licensed Product: collectively means those portions of the Product Suite, Documentation, Database, Analysis and Reports that are licensed hereunder, including any Enhancements, and any information derived from the use of the portions of the Product Suite, Documentation, Database, Analysis or Reports;
Listing Data: means all property listings, both sale and rental, for residential and commercial properties for which the Subscriber has entered into a valid listing agreement contract with the owner of such properties;
Product Suite: collectively means all the products, Software, Documentation, Database, Analysis, Reports, and services that are currently available or made available in the future by Licensor;
Property Data: means all information relating to residential and commercial sales and leasing transactions, communities, developments, and projects in the Territory whether provided in electronic or hard copy format intended for use in relation to the Licensed Product and Product Suite;
Rate Card: means the price list and feature matrix for the various levels of access to the Product Suite;
Reports: means the real estate market reports created by Licensor or those created or automated by the Licensed Product and Product Suite, which may contain the Analysis and excerpts from the Database;
Reasonable Use: means access to, and activities conducted by the Subscriber and Authorized Users in the Licensed Product and the Product Suite purchased, that in Licensor’s sole discretion, are reasonable and consistent with normal usage patterns of use for the subscription level and user type;
Software: means the software applications of the Licensed Product and Product Suite including but not limited to software that may be installed locally on a Subscriber’s computers or servers, and any software that is accessible via the cloud as Software as a Service (SaaS);
Start Date: means the date of dissemination by Licensor of Credentials for Authorized Users to access the Licensed Product; provided, that for existing subscribers already with Credentials, the Start Date shall be Effective Date of this License;
Subscription Order Form: means any ordering document or online order specifying the portions of the Product Suite to be licensed to Subscriber under the terms of this License; and
Territory: means the United Arab Emirates (UAE) and any other jurisdiction to which the Licensed Product and Product Suite may relate.
