TERMS OF SERVICE

We may revise and modify these Terms from time to time, at our sole discretion. We shall not be obliged to notify you in advance of such modifications. However, we will make commercially reasonable efforts to notify you of any material change to these Terms through appropriate electronic means of communication, as defined below, or through other means, as we deem fit. In case we modify these Terms, we shall change the "Last Updated" date at the beginning of this document.

Please check these Terms each time you use JuJu Suite or the Services, as defined below, as such use shall constitute your consent to be bound by a revised version of these Terms. In other words, by continuing to use JuJu Suite or its Services you agree to be bound by the revised Terms.

Personal data provided to us shall be handled in accordance with our Privacy Notice available at: https://jujusuite.com/privacy-notice (the "Privacy Notice"). By agreeing to be bound by these Terms, you accept and agree to be bound by our Privacy Notice.

You must use JuJu Suite and its Services in accordance with the Acceptable Use Policy contained in Exhibit A to these Terms. You hereby acknowledge and agree to be bound by the Acceptable Use Policy, which may be amended from time to time at our sole discretion. For the avoidance of doubt, a breach of the Acceptable Use Policy shall be deemed to constitute a material breach of these Terms.

You hereby agree and consent to electronically receive all communications, agreements, documents, receipts, notices and disclosures (collectively, the "Communications") that we may provide in connection with these Terms, your access to or use of JuJu Suite and its Services. You hereby agree that we may provide any Communications by displaying them on the Website, sending them through the relevant interface of JuJu Suite software, and/or by sending them to the email address associated with your Account. Any such electronic Communications shall be deemed to be in writing, valid and of full legal force. You shall be deemed to have received any such Communications on the day following the date when it is displayed or sent in accordance with this Article. You may contact us electronically through the relevant interface of JuJu Suite software, or by sending a notice to the following address: support@jujusuite.com

You may use JuJu Suite and its Services only if you agree to be bound by these Terms, and if you are not prohibited from using JuJu Suite or its Services under the laws of the country of your residence. If you are an individual, you must be at least 18 years old or older (if the country of your residence determines a higher age restriction).

Before using any JuJu Suite features or accessing its Services you will have to register for an account with JuJu Suite (the "Account"). You hereby agree to provide true and accurate information during the registration procedure and to timely update such information in case of any changes.

We reserve the right to determine the types of Accounts available, introduce new types of Accounts and amend existing ones in our sole and absolute discretion. We further reserve the right to change the type of your Account. It is your responsibility to choose the type of Account that will best suit your position and needs. Functionality available to you may depend on the type of your Account, its authorisation and belonging to a specific property developer or real estate agency.

To register for an Account you will have to enter a valid email address, valid phone number and password (the "Login Details"), which shall be used for accessing and managing your Account. You shall be solely responsible for implementing all reasonable and appropriate measures for securing your Login Details and safeguarding your Account. You shall not share your Account with third persons, and shall not transfer, sell or license your Account or Login Details to third persons without our prior written consent.

You may deactivate your Account and cease using JuJu Suite and its Services at any time. You hereby agree that, to the maximum extent permitted by the law, such deactivation of the Account and termination of use of JuJu Suite and its Services shall be your sole right and remedy with respect to the use of JuJu Suite, these Terms and any dispute arising therefrom.

We may temporary suspend your Account, your access to or use of JuJu Suite or the Services at any time in case we, acting reasonably, believe that you have violated or may violate these Terms, applicable rules, policies, laws or regulations. You hereby agree that we shall not be obliged to provide you with a notice before any such modification, suspension, termination or deactivation. The Subscription term shall not be extended in connection with such suspension.

We offer subscription-based services, such as access to the premium features of JuJu Suite, which may include specific presentations, online and project management features, as may be made available from time to time (the "Services").

User with a property developer Account or acting on behalf of a property developer (the "Property Developer") may buy a subscription to the Services for a particular real property that the Property Developer wishes to manage, sell or lease (the "Subscription"). Each complex of the real property for which the Property Developer purchases a Subscription shall constitute a separate project for the purposes hereof (the "Project"). For the avoidance of doubt, Subscription for a particular Project does not grant the Property Developer or its Authorised Users, as defined below, access to Services for any other Project.

Subject to the proper payment of the Subscription Fee and other terms contained herein, we will make commercially reasonable efforts to make the Services available to the Property Developer and its respective Authorised Users, as defined below, in the context of the Project and for the term of the Subscription.

If you are a Property Developer, you may authorise other Users of JuJu Suite to have access to your Project (the "Authorised Users"), in which case such Authorised Users will also receive access to the Services for the term of the Subscription. The content of the Services available to a particular Authorised User may vary, depending on the type of such Authorised User’s Account and Project settings.

As we constantly develop and improve JuJu Suite, we hereby reserve the right to modify JuJu Suite, the scope and content of the Services, or to stop providing certain Services or features, temporarily or permanently. We may exercise these rights at any time at our sole and absolute discretion.

By purchasing a Subscription, the Property Developer agrees to pay the respective fee (the "Subscription Fee") specified on the purchase page or agreed with us, as the case may be. Subscription Fee shall be calculated based on the quantity of units of the respective Project (the "Units") and the Subscription term. Depending on the type of the Project, one square meter or a separate piece of the real property, such as an apartment, office, garage or pantry, shall be considered to constitute one Unit. We reserve the right to determine the type of Unit to be applied to any specific Project in our sole and absolute discretion.

Subscription Fee may be paid online by card and all such payments shall be processed by third-party payment processors. Your use of third-party payment solutions shall be subject to their respective terms of service, privacy and user policies. We do not provide any warranties or representations with regard to any third-party payment processors, and shall not be a party to your relationship with them. In no case shall we bear any liability or responsibility for any act or omission of any third-party payment processor.

Upon the Property Developer's request, we may issue an invoice for the payment of the relevant Subscription Fee by a wire transfer to our bank account, provided that this shall be our right and not an obligation. We may also accept a prepayment deposit, which shall be kept in our accounts and set off against the Subscription Fee accrued.

All payments of the Subscription Fee shall be final. There shall be no refunds except as may be required by applicable law.

All and any payments hereunder shall be considered to be made when received by us to our bank account. You shall be responsible for paying all charges, bank, correspondent bank and service commissions in connection with all payments made hereunder.

Subject to your compliance with these Terms and applicable laws, we hereby grant you a limited, worldwide, non-exclusive, revocable, royalty-free, non-transferable, non-sublicensable license (right) to use the Website, and to download, install and use the software provided to you as part of JuJu Suite (the "License"). The purpose of the License is to allow you to use and receive the Services in accordance with these Terms. If you commit a material breach of these Terms or violate any applicable legislation, the License granted hereunder shall automatically terminate and cease.

JUJU SUITE IS CURRENTLY UNDER DEVELOPMENT AND IN THE BETA TESTING PHASE. YOUR ACCESS TO AND USE OF JUJU SUITE AND SERVICES IS AT YOUR OWN RISK.

If you are a Property Developer, you may be allowed to upload interactive presentations with 3D visualisations of real property and related content (the "Presentation Materials") to JuJu Suite and our servers. By uploading Presentation Materials to JuJu Suite, you grant us and our affiliates a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable and transferable license (right) to use, publish, reproduce, modify, display, create derivative works from such Presentation Materials for the purposes of Services provision and performance of these Terms, which the license shall be effective until the expiration of a 60-day period following the date of termination of these Terms.

When using JuJu Suite or its Services you may also be allowed to submit or create User-generated content, such as, works, texts, various types of data, visual and other materials (the "User-generated Content"). When creating or submitting any User-generated Content you must ensure that such content is true, accurate, complete and up to date at all times. By uploading or creating User-generated Content you grant us and our affiliates a non-exclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and transferable license (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, allow others to use, create derivative works from your User-generated Content without limitations. For the avoidance of doubt, the User-generated Content shall not include Presentation Materials, as defined above, and personal data (information), as defined in our Privacy Notice.

You hereby warrant and represent that you own intellectual property rights in and to Presentation Materials and User-generated Content in the scope that allows you to fully comply with these Terms, and that your Presentation Materials and User-generated Content do not and shall not infringe copyright, trade mark, trade secret, patent rights or any other rights of any third parties. You shall be solely liable and responsible for the Presentation Materials and User-generated Content that you upload to or create through JuJu Suite, and shall indemnify and hold us, our employees, officers and assignees harmless against any claims, suits, demands, actions, damages, etc. that arise from or are related to your Presentation Materials and User-generated Content, without limitations; and this indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreements that we have with you.

You upload Presentation Materials and other content to JuJu Suite at your own risk and shall be solely responsible for all such materials. You shall be responsible for taking appropriate actions to protect and back up your Account, presentation materials and other data uploaded to JuJu Suite or stored on our servers, including routinely backing up and achieving the above. We reserve the right to delete or modify any Presentation Materials and User-generated Content.

If you provide us with any feedback or suggestions about JuJu Suite or its Services, we may use such feedback at our sole and absolute discretion, without any obligation to account to you.

Despite the fact that JuJu Suite provides Users with the ability to communicate and interact with each other, we are not facilitating such relationships and are not a party to any relations between the Users. You shall be solely responsible for entering into any arrangements or agreements with other Users, and for the performance of such arrangements or agreements. You hereby acknowledge and agree that we are not a party to any relations that you have or might have with other Users, and that we shall not be liable to you for any Users’ acts or omissions.

We shall not be responsible to you for the Presentation Materials and User-generated Content of other Users that may be made available to you on or through JuJu Suite. We do not review the Presentation Materials and User-generated Content of other Users, do not endorse and are not responsible for such materials and content. We make no representations or warranties to you, either expressly or implied, regarding any Presentation Materials or User-generated Content of other Users, and shall not be responsible or liable for any loss or damage of any sort incurred as the result of accessing or using of any such materials and content, and you hereby agree that any such use is at your own risk.

JuJu Suite may allow for the generation of personalised online presentations for prospective purchasers or lessees of real estate (the "End Users"). You shall be responsible for the End Users’ use of personalised presentations and materials that you make available to them through JuJu Suite, and will ensure that End Users comply with your obligations under these Terms. Should you become aware of any violation thereof, you shall immediately terminate the End User’s access to a personalised presentation and all materials made available to such user through JuJu Suite. We shall not be a party to your relationship with any End Users and will have no obligations to End Users unless a separate agreement between us and an End User provides otherwise.

While using JuJu Suite or the Services, you may view or interact with certain content provided by third parties, including, inter alia, advertisements, promotions, materials and links to third-party resources or websites (the "Third-party Content"). Please note that these websites and any services that may be accessible through them have their own privacy policies and terms of use. We are not responsible for and do not make any warranties as to the Third-party Content, do not endorse and are not responsible for any information, statements, content, ads, goods or services, or other materials on or available from such resources or websites. We make no representations or warranties, either express or implied, regarding any Third-party Content. We shall not be responsible or liable for any loss or damage of any sort incurred as the result of accessing or using of any Third-party Content, and you hereby agree that your use of Third-party Content is at your own risk.

You hereby acknowledge and agree that we and/or our licensors own all intellectual property rights on JuJu Suite and the Services. Except as expressly stated herein, we do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of JuJu Suite or Services. JuJu Suite and its Services are protected under the laws and, unless expressly provided herein, may not be copied, decompiled, imitated or used, in whole or in part, without our prior written permission.

TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN WRITING BY US: (A) JUJU SUITE AND THE SERVICES ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES RELATING TO JUJU SUITE AND THE SERVICES (IN EACH CASE, WHETHER EXPRESSLY OR IMPLIED), INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE; (B) WE DO NOT REPRESENT OR WARRANT THAT JUJU SUITE OR THE SERVICES ARE RELIABLE, CURRENT OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS FOUND WILL BE CORRECTED; (C) WE MAKE NO REPRESENTATION OR WARRANTIES REGARDING THE AVAILABILITY, COMPLETENESS, RELIABILITY, SECURITY OF JUJU SUITE OR SERVICES, AND ANY FAILURE TO STORE, OR DELETION OF YOUR PRESENTATION MATERIALS, USER-GENERATED CONTENT, DATA AND INFORMATION UPLOADED TO JUJU SUITE OR STORED ON OUR SERVERS; AND (D) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT JUJU SUITE AND THE SERVICES ARE OR SHALL BE FREE OF VIRUSES, BUGS, MALWARE OR OTHER HARMFUL COMPONENTS. FOR THE AVOIDANCE OF DOUBT, WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR AND WITH RESPECT TO THE ABOVE TO THE MAXIMUM EXTENT ALLOWED BY THE LAW.

TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL THE SUPPLIER, INCLUDING ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, PARTNERS, ASSIGNEES AND SUCCESSORS (COLLECTIVELY "JUJU PARTIES") BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, LOST PROFITS (REVENUE), LOSS OF GOODWILL OR DATA, BUSINESS INTERRUPTION, LIABILITY TO THIRD PARTIES, REPUTATIONAL DAMAGES, RESULTING FROM OR ARISING OUT OF YOUR ACCESS OR USE, OR YOUR INABILITY TO ACCESS OR USE JUJU SUITE OR THE SERVICES, ANY ACTIONS OR INACTIONS OF OTHER USERS, USER CONTENT, UNAUTHORISED ACCESS TO YOUR ACCOUNT OR DATA AVAILABLE IN YOUR ACCOUNT. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, JUJU PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO THE GREATER OF (i) EUR 1,000 OR (ii) THE AGGREGATE AMOUNT OF THE SUBSCRIPTION FEE YOU PAID US, IF ANY AND IF APPLICABLE, IN THE PAST 3 MONTHS.

THE LIMITATIONS AND RULES CONTAINED IN THIS ARTICLE 17 SHALL APPLY TO ANY LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT, WARRANTY OR STRICT LIABILITY, AND REGARDLESS OF WHETHER JUJU PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

JuJu Parties shall not be liable to you for any non-performance or failure to perform any obligation, as well as any loss or damage arising out of or in relation to any events, circumstances, acts, omissions or accidents that interfere with our performance of these Terms, work of JuJu Suite or Services beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or workforce of any other party), failure of a utility service or transport or telecommunications network, act of God, war, undeclared war, riot, civil commotion, any law or governmental order, rule, regulation or direction, breakdown of plant or machinery, fire, flood, storm or default of suppliers or contractors.

These Terms shall continue until you cease using JuJu Suite, deactivate your Account and uninstall JuJu Suite software, if applicable. In other words, you have the right to terminate these Terms at any time by taking the steps outlined in the previous sentence.

We reserve the right to terminate these Terms and your access to JuJu Suite if you commit a material breach of these Terms: (i) if such breach is irremediable – immediately, or (ii) if such breach is remediable – if you fail to remedy that breach within a period of 3 (three) calendar days after being notified in writing to do so.

On termination of these Terms, regardless of the reason:

Provisions which by their nature extend beyond the expiration or termination of these Terms, including, for the avoidance of doubt, provisions of Articles 4, 9, 11, 12, 13, 16, 17, 20, 24, 25, 26, 27, Clauses 19.3 and 19.4 shall survive any termination or expiration of these Terms, regardless of reason.

These Terms will be governed by, construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

Any dispute, controversy or claim arising out of or in connection with these Terms, including any question in regards to their existence, validity or termination (the "Disputes"), shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of arbitration shall be in London, UK. The language to be used in the arbitral proceedings shall be English. The award rendered by the arbitrator shall be final and binding on the parties and may be entered in and enforced by any court having jurisdiction. The parties to these Terms agree to keep all matters relating to the arbitration, including related court proceedings, confidential to the greatest extent practicable.

You and we agree to make reasonable, good faith efforts to informally resolve any Dispute before initiating arbitration. A party hereto who intends to seek arbitration must first send the other by email (in accordance with Article 4) a written notice that describes the nature and basis of the Dispute and sets forth the relief sought. If we do not reach an agreement to resolve that Dispute within 30 (thirty) days after the notice is received, either party hereto may commence arbitration.

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

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms. If any provision or part-provision of these Terms is deemed deleted under the previous sentence, you and we shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

These Terms constitute the entire agreement between you and us, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. Each party hereto agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not expressly set out in these Terms.

No failure or delay by you or us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict further exercise of that or any other right or remedy.

We may use and disclose any data, materials and information if we reasonably believe that it is necessary to perform obligations imposed under the laws, regulations, orders or state authorities’ requests, enforce any provision of these Terms, protect our rights or rights of our affiliates and other Users, provided, however, that the personal data shall only be disclosed in accordance with the applicable legislation and our Privacy Notice.

If the entity that operates JuJu Suite is changed, we shall have the right to assign these Terms, including title, rights and obligations hereunder, to such entity, and such assignment shall not require your approval or consent. We shall notify you about such assignment within 14 calendar days. You may not assign or transfer this Agreement, your rights and obligations arising hereunder to third parties without our prior written consent.

Currently, only the English versions of these Terms, documents incorporated herein and all Communications are considered official. The English version shall prevail in case of differences in translation.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

Words in the singular shall include the plural and words in the plural shall include the singular.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Clause, Article, Exhibit and Schedule headings do not affect the interpretation of this Agreement.

The rule of construction does not apply to our or any of the JuJu Parties’ disadvantage because we were responsible for the preparation of these Terms, or because of any other reasons.

The Schedules and Exhibits to these Terms, together with any documents referred to in them, form an integral part of these Terms, and any reference to these Terms means these Terms together with the Schedules and Exhibits, and all documents referred to in them, and such amendments in writing as may subsequently be made.