EKTA REAL ESTATE PLATFORM TERMS AND CONDITIONS (USERS/BUYERS)
These Terms and Conditions (the “Terms”) are a contract between the user (“User”, “buyer”,“you”, or “your” as the context requires) of the Ekta Real Estate Platform (the “Platform”) and the Ekta.land LLC, a Seychelles incorporated company (“Company”, “we”, “us” or “our” as the context requires) (each a “Party”, collectively the “Parties”). The Terms govern your access to and use of the Platform [which can be accessed via our website at https://www.ektarealestate.app (the “Site”), and any other services, software, apps, tools, features, or functionalities provided on or in connection with the Platform.
Your use of the Platform is governed by the version of the Terms in effect on the date of use. We may make changes to the Terms from time to time without prior notice. If we do this, we will post the changed provisions on the Site and the Platform, and the revised Terms shall be effective once they have been posted. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the Terms that apply when you access or use the Platform. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Site and the Platform, and through other communications. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Platform. You understand and agree that your continued use of the Platform and/or the Site after we have made any such changes constitutes your acceptance of the new Terms.
The Site and the Platform may not be available in all jurisdictions or to all Users. As the Site and the Platform are evolving over time we may change or discontinue all or any part of the Site and the Platform, at any time and without notice, at our sole discretion and without liability to you as a result.
The following words in these Terms are defined below:
“Administrator” or “Sub-DAO Administrator” means a person (or group of persons) who has administrative rights over a Sub-DAO.
“Affiliate” means any entity that is directly or indirectly controlled by the [Ekta Group] or by any of the [Ekta Group’s] related corporations.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Indonesia, when banks in Indonesia are open for business.
“Company”, “we”, “us” and “our” means the Ekta.land LLC.
“Content” means content such as text, files, documents, graphics, images, designs, music, software, audio and video.
“DAO” means a decentralised autonomous organisation.
“Digital Asset” means any digital representation of value based on, or built on top of, a cryptographic protocol of a computer network, including digital tokens that may be referred to as “cryptocurrency”, “digital payment token” or “virtual currency”.
“Ekta Real Estate DAO” means the DAO comprising all FREM NFT holders.
“FREM NFT” means an NFT which is associated with a Purchased Property.
“Intellectual Property” means all intellectual and industrial property rights, including patent rights, rights to inventions, registered designs, design rights, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, layout-designs and other similar proprietary rights, all rights of whatever nature in computer programs, firmware, micro-code and other computer software and data, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all intangible rights and privileges of a nature similar to any of the foregoing, whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future.
“Intellectual Property Rights” means ownership and proprietary rights (registered or unregistered) in, and to, any and all Intellectual Property arising in any jurisdiction in the world.
“Listed Property” means a Property that is listed on the Platform.
“Listing Period” means the period of 60 days beginning from the day that a Property becomes a Listed Property, unless otherwise specified or later extended by the Company.
“NFT” means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain Content or data.
“NFT Content” refers to Content relating to or comprising an NFT.
“Platform” means the Ekta Real Estate Platform.
“Property” means any land, building, house, apartment, or similar.
“DAO” or “Sub-DAO” means a sub-DAO associated with a Purchased Property.
“Purchased Property” means a Listed Property that has been purchased by the Company or an Affiliate in accordance with these Terms.
“Purchase Threshold” means a certain number of Buyers who have indicated their interest in purchasing the FREM NFTs of a Listed Property. Each Listed Property may have a unique Purchase Threshold which shall be determined at the sole discretion of the Company.
“Relevant Period” means such period as is informed to the sub-DAO members from time to time by the Platform.
“Seller” means a person who lists his/her Property for sale on the Platform.
“Site” means the website https://ektarealestate.app.
“Terms” means this Ekta Real Estate Platform Terms and Conditions.
“USDT” means the stablecoin known as USD Tether.
“User”, “Buyer”, “you”, and “your” means you as the user of the Platform. If you use the Platform on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (i) you are an authorised representative of the entity with the authority to bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf.
“Wallet” means any relevant and compatible Digital Asset wallet or address.
AGREEMENT TO TERMS
By using the Platform or accessing the Site, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you may not access or use the Platform or Site.
ADDITIONAL TERMS AND POLICIES
Your use of the Platform may be subject to additional terms and policies as may be posted on the Site or the Platform from time to time. Those additional terms and conditions then become part of your contract with us if you use the Platform.
USER ELIGIBILITY FOR THE PLATFORM
You must be at least 18 years of age to use the Platform. You must not attempt to use the Platform if you are not permitted to do so, whether by law or under these Terms. By using the Platform, you affirm, represent, and warrant that you have the right, authority, and capacity to agree to and be bound by these Terms, that you meet all of the eligibility requirements as set forth in this section and in the Terms generally, and that your access and use of the Platform shall not violate any applicable laws, including those in your jurisdiction.
The Platform comprises an online platform where Sellers may list Properties for sale, and Buyers may view Listed Properties, indicate their interest in one or more Listed Properties, and purchase FREM NFTs (the “ EKTA REAL ESTATE”).
USER ACCOUNT, WALLETS, AND EQUIPMENT
You need to sign up for a user account through the Site in order to be eligible to use the Platform. You may also need to connect a Wallet to the Platform in order topurchase and/or receive Digital Assets on the Platform. When you create a user account and/or connect a Wallet to the Platform, we may ask you for some information about yourself, and require you to provideadditional information and/or documents for know-your-customer and anti-money laundering purposes. You agree that all information and/or documents about yourself which you provide are accurate, current, and complete. You also agree to timely update any information and/or documents which you have provided to us should there be any change in said information and/or documents. If you do not provideaccurate, current, and complete information and/or documents to us, you will not be eligible to use the Platform.
Digital Assets that you purchase or receive in relation to the Platform may be held in one or more Wallets of yours. The Company does not operate, maintain, control or have custody over any of the contents of your Wallets. We accept no responsibility, or liability to you, in connection with your Wallets and make no representations or warranties regarding how the Platform will operate with any specific Wallet. Any issues relating to your Wallet should be addressed to your Wallet provider. We are not responsible for any acts or omissions by you in connection with your Wallets as a result of your Wallets being compromised. You will immediatelynotify us if you discover or otherwise suspect any security issues related to your use of the Platform.
You must provide all equipment, connectivity, and software necessary to connect to the Platform. You are solely responsible for any costs and expenses, including Internet connection or mobile fees, which you incur when accessing and using the Platform.
User obligations. We want Users to use the Platform freely, but not at the expense of the safety and well-being of others. You therefore agree not to use the Platform in a manner:
that violates these Terms or any other terms and conditions that apply to your use of the Platform;
that is unlawful, misleading, discriminatory, or fraudulent (or that assists someone else in using the Platform in such a way); and
that infringes or violates someone else’s rights, including their Intellectual Property Rights (such as by infringing another’s copyright or trademark, or distributing or selling counterfeit or pirated goods).
Prohibited conduct. By using the Platform, you further agree not to do any of the following:
use or attempt to use another User’s account without authorisation from such User;
circumvent or attempt to circumvent any Fees (as set out in section ) owed to us;
use, display, mirror or frame the Platform or any individual element within the Platform, the Company’s name, the Company’s trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
attempt to hack or hack the Platform or any of our Users, or upload any computer viruses including worms, Trojan horses, corrupted files, cancelbots, or any other similar software or programs which may damage, disable, overburden, or impair the Platform or another User’s computer or property;
attempt to access or search the Platform or download Content from the Site or Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data-mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers;
use the Platform, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
collect or store any personally identifiable information of other Users without their express permission;
impersonate or misrepresent your affiliation with any person or entity in using the Platform;
violate any law or regulation through your use of the Platform;
use the Platform (including acquiring FREM NFTs, or other Digital Assets) for the purpose of or in connection with concealing economic activity, laundering money, or financing terrorism;
use the Platform, directly or indirectly, for, on behalf of, or for the benefit of, any natural or legal person that is the subject of Sanctions;
engage in deceptive or manipulative trading activities;
use the Platform to conduct financial activities subject to registration or licensing including, but not limited to, the creation and trading of securities, commodities, options, debt instruments or other financial instruments;
use the Platform by or on behalf of any competitor of ours for the purpose of interfering with the Platform to obtain a competitive advantage;
use the Platform to post or transmit any unauthorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, or pornographic or is otherwise detrimental to or in violation of our systems, policies or network security, or those of a third party;
distribute spam to other Users; or
encourage or enable any other person to do any of the foregoing.
User account and Wallet security. By using the Platform, you agree to be solely responsible for the security and safety of your user account and any Wallets connected to the Platform. You also agree to be responsible for all action taken using your user account and Wallet, whether authorised by you or not, until you notify us that your user account and/or Wallet has been compromised.
If you become aware of any use of the Platform in violation of any of the terms specified in this section, please contact us at [email@example.com] to report it.
EKTA REAL ESTATE
The Ekta Real Estate is an online platform where Sellers looking to monetise their properties may meet Buyers looking to acquire property management rights.
Issuance of FREM NFTs.
Sellers may apply to the Company to have their Properties listed on the Platform. Sellers will inform the Company of their asking price for the sale of their Property. The Company shall have sole discretion to accept or reject applications by Sellers to have their Properties listed on the Platform. Properties accepted by the Company for listing shall be listed on the Platform for the duration of the Listing Period.
Each Listed Property will have a profile on the Platform displaying the following information:
The purchase price of a FREM NFT for that Listed Property (the “Purchase Price”).
The Purchase Threshold for that Listed Property.
The Listing Period for that Listed Property.
Other information about that Listed Property and/or its FREM NFT that the Company deems relevant to include.
The Company may, at its sole discretion, determine for each Listed Property the Listing Period, Purchase Threshold, and Purchase Price of the associated FREM NFT.
Buyers may indicate their interest in purchasing one or more FREM NFTs of a Listed Property by clicking on that Listed Property’s profile on the Platform and placing a deposit of 100% of the Purchase Price (the “Deposit”) within that Listed Property’s Listing Period and in accordance with section  of these Terms on payments. Once the Listing Period for a particular Listed Property ends, Buyers may no longer indicate their interest in purchasing a FREM NFT of that Listed Property.
By indicating their interest in the manner as stated in section [8.1.3] above, Buyers are submitting an irrevocable order to purchase a FREM NFT of that Listed Property should the Purchase Threshold for that Listed Property be crossed.
If, at the end of the Listing Period for a particular Listed Property, the Purchase Threshold for that Listed Property is crossed:
The Company or an Affiliate shall indicate this to the purchasing company (“OwnCo”) which shall purchase and take full legal and beneficial ownership of that Listed Property. In the event the Company finds out that the purchase of the Listed Property will be in breach of any applicable law, regulation or court order, or would constitute an infringement of another person’s legal rights, or the Company determines in its sole and absolute discretion that the purchase of the Listed Property would cause the Company or the Platform unusual or extreme operational difficulties, the Company may choose not to purchase the Listed Property.
Once the purchase of a Listed Property is completed and ownership of the Listed property has formally passed to the OwnCo
The Company or an Affiliate shall, within a reasonable time, issue FREM NFTs for the Purchased Property to all Buyers who have placed a Deposit. Each Buyer shall connect to the Platform a compatible Wallet which shall be used to receive and hold his/her FREM NFT.
OwnCo shall appoint PT Dstays Property Management as managing agent of the Purchased Property.
Every FREM NFT holder will automatically become a member of the Ekta Real Estate DAO. The holders of a FREM NFT for a particular Purchased Property will form a Sub-DAO within the Ekta Real Estate DAO and make decisions relating to the management of the Purchased Property in accordance with the required protocols, which will involve a mixture of off-chain and on-chain decentralised proposal-making and voting mechanisms.
A Marshall Islands DAO company (the “DAO Company”) set up by the Company or an Affiliate will be used to carry out the instructions of the Ekta Real EstateDAO and each Sub-DAO.
For each Purchased Property, the OwnCo shall enter into an agreement with PT Dstays Property Management whereby PT Dstays Property Management agrees to carry out all aspects of the management of the Purchased Property in accordance with the instructions of the OwnCo, in consultation with the DAO Company.
The Sub-DAO shall have the right to instruct the DAO Company on all aspects of the management of the Purchased Property, but shall not have to right to instruct the DAO Company to remove PT Dstays Property Management as managing agent.
The DAO Company shall take instructions on all aspects of the management of the Purchased Property from the Sub-DAO and relay those instructions as recommendations to the OwnCo, who shall instruct PT Dstays Property Management.
If, at the end of the Listing Period, the Purchase Threshold for a particular Listed Property has not been crossed, or if the Company chooses not to purchase the Listed Property as stated in paragraph 220.127.116.11, Buyers who have indicated their interest in that Listed Property and placed a Deposit will have their Deposit refunded within a reasonable time.
Rights of FREM NFT holders.
Each FREM NFT shall be associated with a particular Purchased Property, andshall grant to its holder the following exclusive, non-licensable, and non-transferrable rights:
the right to be part of the Ekta Real EstateDAO;
the right to manage and/or participate in managing the Purchased Property by participating in the Sub-DAO through submission of and voting on Proposals; and
the right to be remunerated for management services out of profits generated by the Purchased Property at the end of each Relevant Period in accordance with section [9.4] of these Terms.
FREM NFT holders may propose and vote on Proposals relating to the management of the Purchased Property which include, but are not limited to, the following:
Propose and vote on annual budgets, rent pricing and allocation of funds for maintenance, repairs and improvements;
Propose and vote on repair priorities, property upgrades, and renovation projects, as well as the hiring of contractors or professionals to execute these tasks;
Propose and vote on tenant screening criteria, application requirements, and approval or rejection of potential tenants;
Propose and vote on initiatives to build a sense of community among tenants, such as organizing events, creating common spaces, and implementing community guidelines;
Propose and vote on energy efficiency upgrades, waste management practices, and other sustainability measures;
Propose and vote on strategies to promote the property and attract desirable tenants, such as advertising campaigns, online listings, and promotional materials;
Propose and vote on property-specific rules and regulations, like pet policies, quiet hours, and parking restriction;
Propose and vote on conducting regular property assessments, inspections, and performance reviews of service providers;
Propose and vote on plans and protocols for emergencies, such as fire, flooding, or other disasters. This may include evacuation procedures, emergency contact information, and resources allocation for recovery efforts;
Propose and vote on implementing security measures, such as surveillance cameras, alarm systems, or security personnel to ensure the safety of tenants and the property;
Propose and vote on processes for handling disputes between tenants or between tenants and the DAO, such as mediation or arbitration;
Propose and vote on measures to make the property more accessible and inclusive for individuals with disabilities, families with children, or other specific needs;
Propose and vote on policies regarding the use of common areas, such as booking procedures for shared amenities, guest policies, or rules for outdoor spaces;
Propose and vote on long-term goals and strategies for the property, including potential future developments, expansions, or divestitures;
Propose and vote on measures to reduce the property’s energy and water consumption, such as installing low-flow fixtures, LED lighting, or renewable energy sources;
Propose and vote on policies related to health and safety, such as smoking restrictions, COVID-19 protocols, or pest control measures;
Propose and vote on policies related to tenant privacy and data security, such as securing tenant data, restricting access to sensitive information, or ensuring compliance with data protection regulations;
Propose and vote on initiatives to engage with the broader community, such as volunteer events, charity drives, or partnerships with local businesses;
Propose and vote on methods for collecting feedback from tenants, such as surveys, suggestion boxes, or focus groups;
Propose and vote on incorporating art installations, murals, or other design elements that enhance the property’s aesthetic and appeal;
Propose and vote on the implementation of technology solutions, such as smart locks, energy monitoring systems, or internet-connected devices for property management and tenant convenience;
Propose and vote on organizing social events and programming for tenants, such as movie nights, holiday parties, or workshops;
Propose and vote on policies and solutions for managing package deliveries and mail, such as parcel lockers or designated package areas;
Propose and vote on the establishment and management of an emergency fund for unexpected expenses or situations;
Propose and vote on policies for visitors, such as guest registration, visitor parking, or restrictions on short-term rentals;
Propose and vote on move-in and move-out policies and procedures, such as required documentation, inspections, or cleaning requirements; and
Propose and vote on the selection of vendors for various services, such as waste management, utility providers, or internet services.
As holders of FREM NFTs, you will be entitled to the following additional benefits as and when they are made available subject to applicable terms and conditions and if you are a FREM NFT holder at the time of booking (where such FREM NFT has not been burned or deactivated as at the date of booking). Please note that we shall not be liable or accept any responsibility for any travel or other costs incurred in attending such events in-person, unless specifically agreed with us in writing in advance. Please note that not all of these benefits will be available at launch and shall be released from time to time.
Rental discounts for Purchased Properties for which a FREM NFT is held: For the specific Purchased Property that you hold a FREM NFT for, you will be provided with discounts to rent that Purchased Property for your own personal use subject to availability and applicable terms and conditions. The discount will be offered from time to time and the total discount available will be made clear at the time of booking based on the circulation of FREM NFTs that you hold among other factors.
Rental discounts for Purchased Properties for which a FREM NFT is not held: For any other Purchased Property available on the Platform, you will be entitled to discounts to rent a Purchased Property for your own personal use subject to availability and applicable terms and conditions. The discount will be offered from time to time and the total discount available will be made clear at the time of booking based on the circulation of FREM NFTs that you hold among other factors.
Property usage: You will be entitled to a fixed number of day(s) per year of free stay in a Purchased Property for which you hold a FREM NFT or otherwise on our Platformsubject to availability and applicable terms and conditions. The offer will be provided from time to time and the total number of free nights available will be made clear at the time of booking based on the circulation of FREM NFTs that you hold among other factors.
Access to tours: From time to time, we may organize exclusive free tours of Purchased Properties. You will be entitled to explore and experience the Purchased Properties by virtue of holding a FREM NFT.
Access to real estate conferences: From time to time, we may organize exclusive conferences for real estate in the various jurisdictions in which we operate. You will be entitled to free access to these conferences by virtue of holding a FREM NFT.
Access to networking events: From time to time, we may organize exclusive networking events in the various jurisdictions in which we operate. You will be entitled to free access these events by virtue of holding a FREM NFT.
Access to workshops and seminars: From time to time, we may organize exclusive educational workshops and seminars on topics relevant to the Platform and FREM NFT holders in the various jurisdictions in which we operate. You will be entitled to free access these workshops and seminars by virtue of holding a FREM NFT.
Access to online webinars and events: From time to time, we may organize exclusive webinars and events on topics relevant to the Platform and FREM NFT holders in the various jurisdictions in which we operate. You will be entitled to free access these webinars and events by virtue of holding a FREM NFT.
Access to exclusive airdrops: From time to time, we may directly or through our partners make available free airdrops of virtual assets subject to applicable terms and conditions. You will be entitled to priority access to these airdrops.
Access to private group chats: You shall be given access to a private group chat and a second private chat for each specific sub-DAO of which you are a member to help foster a sense of community and engagement with other users to provide a venue for exclusive content and discussions.
Spotlight: From time to time and on an ad-hoc basis, we may spotlight the stories of certain FREM NFT holders on our website and/or social media platforms and/or through our media channels highlighting your contributions and experiences as part of the community. Additional benefits may be made available to spotlighted users, as will be disclosed from time to time.
Ranking and rewards: We may implement a system to track and record the activities of FREM NFT holders, for which, by virtue of your agreement to these terms, you give us your express and unrestricted consent to the extent permissible by applicable laws. This content shall be used to create a ranking list of FREM NFT holders. Higher ranked FREM NFT holders may be entitled to exclusive rewards and benefits, which shall be made available from time to time subject to applicable terms and conditions.
FREM NFTs do not:
represent or constitute a loan or a contribution of capital to, or other investment by the FREM NFT holder in, the Company or its Affiliates, or any Purchased Property;
provide holders with any ownership interest, leasehold interest, licence interest, or any real estate interest in the Purchased Property associated with that FREM NFT;
provide holders with any ownership interest, equity, security, right to, or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in the Company or its Affiliates;
create or imply or entitle holders to the benefits of any fiduciary or other agency relationship between the Company, its Affiliates, or any directors, officers, employees, or agents of the Company or its Affiliates; and
guarantee payment or remuneration for services rendered as payment is premised on proper and successful management of the Purchased Property which results in the Purchased Property generating a profit.
Non-transferability of FREM NFT. FREM NFTs are non-transferable to potential purchasers who are not registered Buyers on the Platform and have undergone account setup processes as per Company requirements. A Buyer will be required to buy back any FREM NFT they have disposed of without undue delay failing which the Company reserves the right to burn any FREM NFT that has been transferred, traded, or sold in breach of this section. These Terms are not for the benefit of any subsequent purchaser of the FREM NFT who will have no rights as against the Company if such purchase proceeded in violation of this section, and the Buyer will indemnify the Company for any losses the Company incurs from third party claims arising from the Buyer’s breach of this section.
Burning or deactivating of FREM NFTs upon sale of Purchased Property.In the event that a Purchased Property is sold, all FREM NFTs of that particular Purchased Property will be burned and/or deactivated. Upon the burning and/or deactivation of a FREM NFT, all rights attached to the FREM NFT (as set out in paragraph 8.2.1come to an end) and the FREM NFT holder is not entitled to any remuneration in any form. Holding on to a FREM NFT after it has been deactivated does not entitle the Buyer to any further benefits or remuneration.
Every Purchased Property shall be associated with a Sub-DAO comprising holders of the FREM NFT of that Purchased Property.
Creation of Sub-DAO.
The holders of a FREM NFT for a particular Purchased Property will form a Sub-DAO within the Ekta Real Estate DAO. Each Sub-DAO shall have an Administrator who shall be an employee of OwnCo.
A person shall be deemed to be a member of a Sub-DAO if and only if that person owns a FREM NFT of the Purchased Property associated with that Sub-DAO.
Purpose of Sub-DAO.
The members of a Sub-DAO may make decisions on all aspects of the management of the Purchased Property associated with that Sub-DAO by submitting and voting on proposals (“Proposals”), but may not decide to remove PT Dstays Property Management as managing agent and/or decide to appoint a managing agent that is not PT Dstays Property Management.
Submission of and voting on Proposals are to be carried out in accordance with section [9.3] below.
Proposal and voting system.
Sub-DAO members may discuss the management of the Purchased Property in the Sub-DAO’s online community platform.
The Company, its Affiliates, or the members or Administrator of the Sub-DAO may submit Proposals related to the management of the Purchased Property via Snapshot. Voting on submitted Proposals shall be carried out via Snapshot in accordance with each Sub-DAO’s voting rules.
Proposals submitted by members of the Sub-DAO will, in the first instance, be reviewed by the Sub-DAO Administrator, who will approve or reject the Proposal based on relevance to Property management. Until the Sub-DAO Administrator approves the Proposal, it shall not be made available to the Sub-DAO members for voting.
Proposals may be submitted at any time, and every Proposal must be kept open for voting for a particular period (the “Voting Period”).The submitter of a Proposal may determine the length of the Voting Period for that proposal, provided that the Voting Period is not less than ten (10) Business Days. Unless otherwise determined by the submitter of the Proposal, the default Voting Period for any Proposal shall be ten (10) Business Days.
During the Voting Period for any particular Proposal, each Sub-DAO member may cast one vote to either support or reject that Proposal.
The votes for any particular Proposal shall be tallied at the end of the Voting Period for that Proposal. Voting is calculated based on the total number of FREM NFTs that have been minted for a particular Sub-DAO. Therefore, if one sub-DAO member holds two FREM NFTs, that member shall be entitled to two votes based on the number of FREM NFTs held. As such, each FREM NFT shall count as an individual vote even if cast by the same Sub-DAO member. A Proposal shall be deemed to have been passed if, and only if:
60% or more of the FREM NFTs minted for the Sub-DAO are used to participate in voting on that Proposal (a Sub-DAO member who abstains from voting shall not be considered as participating in voting); and
a majority of 60% or more of the FREM NFTs used to participate in voting, vote to support the Proposal.
Once a Proposal has been passed, the Administrator of the Sub-DAO shall, within a reasonable time, communicate the Proposal to the Trust, and the Trust shall promptly instruct PT Dstays Property Management to execute the Proposal.
Remuneration of FREM NFT holders.
A Purchased Property may, from time to time, generate revenue in the form of, amongst others, rental and/or managing agent fees paid by tenants of the Purchased Property. Fifteen percent (15%) of the revenue generated by a Purchased Property during each Relevant Period shall be paid to the managing agent of that Purchased Property (i.e. PT Dstays Property Management) as fees for their services. The remaining eighty five percent (85%) shall be deemed as profits generated by the Purchased Property. Any amounts generated from the Purchased Property will be subject to local taxes and any amounts paid to PT Dstays Property Management or otherwise deemed to be a profit will be netted after payment of such applicable local taxes.
Each holder of a FREM NFT shall be eligible to be remunerated for his/her management services out of the profits generated by the associated Purchased Property at the end of each Relevant Period provided the holder participates by:
voting on a minimum of four (4) Proposals that were active (i.e., were open for voting) during the Relevant Period; or
submitting at least two (2) Proposals related to the management of the Purchased Property and separately voting on at least two (2) other Proposals not submitted by them during the Relevant Period.
FREM NFT holders who fail to meet the eligibility criteria set out in section [9.4.2] above may not receive any remuneration for that particular Relevant Period. Any remuneration due to them will be locked into the Platform and be redistributed pari passu among the other FREN NFT holders who did successfully meet the eligibility criteria during the Relevant Period.
All eligible FREM NFT holders shall be remunerated pari passu out of the profits generated by the associated Purchased Property during the Relevant Period.
The Administrator of the Sub-DAO shall, within a reasonable time after the end of each Relevant Period, facilitate payments to eligible FREM NFT holders in accordance with section  below.
Extinguishment of Sub-DAO upon sale of Purchased Property.
OwnCo may, from time to time, receive offers to purchase a Purchased Property from interested buyers (“Offers”). Upon receipt of an Offer for a particular Purchased Property, OwnCo shall, within a reasonable time, communicate the Offer to the Sub-DAO associated with that Purchased Property by communicating the Offer to that Sub-DAO’s Administrator.
The Administrator of the Sub-DAO shall promptly submit the Offer as a Proposal on Snapshot and Sub-DAO members shall vote to either support or reject the Offer. All voting shall be carried out subject to the following conditions:
The Voting Period for all Offers must not be longer than thirty one (31) days.
A Offer shall be deemed to have been endorsed if, and only if:
at least 75% of the members of the Sub-DAO participate in voting on that Offer (a Sub-DAO member who abstains from voting shall not be considered as participating in voting); and
a supermajority (i.e. 75% or more) of the Sub-DAO members, who participated in the voting on the Offer, vote to support the Offer.
OwnCo, being the legal and beneficial owner of the Purchased Property, shall have full discretion to decide whether to accept or reject any Offers, but OwnCo shall, in exercising its discretion, consider whether the Offer has been supported by the Sub-DAO.
Should OwnCo decide to accept an Offer, OwnCo shall, within a reasonable time after the sale of the Purchased Property is completed, pay to the Sub-DAO a sum representing the fair market value of the management rights to the Purchased Property at the time of Offer. Once the sum has been paid to the Sub-DAO, the Administrator of the Sub-DAO shall promptly divide and pay out the sum pari passu amongst all Sub-DAO members in accordance with section .
Once the sum referred to in section [9.5.4] above has been paid out amongst all Sub-DAO members, the Administrator shall cause the Sub-DAO to be extinguished and all FREM NFTs associated with that Sub-DAO shall be burned. Once a FREM NFT is burned, the holder will no longer be a member of the Ekta Real Estate DAO.
The Marketplace is an online marketplace where Users may buy, sell, and trade FREM NFTs. We help Users who are interested in selling their FREM NFTs (“NFT Sellers”) display, and sell their NFTs to other Users (“ NFT Buyers”), and provide NFT Buyers with a catalogue from which they can select NFT Sellers’ FREM NFTs to view, browse, and buy (our “Services”).
Marketplace usage. Usage of the Marketplace by Users shall be governed by all terms contained within these Terms and, in particular, the terms in this section .
By listing Purchased Properties on the Platform, the original sellers of the Purchased Property are classified as the Creators of the FREM NFTs generated from the Purchased Property.
When listing the Purchased Property, the NFT may assigned a royalty figure for any subsequent sales of individual FREM NFTs generated from the Purchased Property. As an NFT Creator, you can assign any royalty amount up to ten percent (10%) of the future sale price of the FREM NFTs.
You can claim your royalty from the FREM NFT sale at any time after generation after paying the applicable gas and other fees associated with such claim. You represent and warrant that you shall be solely and exclusively responsible for the payment of any such applicable fees when claiming your royalties and agree to release the Company and the Platform from any liability or claim in relation to such fees.
By providing or selling a FREM NFT through the Marketplace, you hereby represent and warrant that You own all legal rights, title, and interests in all rights associated with the FREM NFT, or you are legally authorised by the owner of the rights associated with the NFT to provide or sell the FREM NFT on the Marketplace.
NFT Sellers and NFT Buyers to decide all terms of sale.
We collect fees for providing our Services, but we are not a party to any agreement between NFT Sellers and NFT Buyers for the purchase, sale, or trade of any FREM NFT other than as set out at Clause [10.7] below.
While we may provide a function on the Marketplace to allow NFT Sellers to set the price, size of the FREM NFTs, and other relevant features, any purchase, sale, or trade of FREM NFTs through the Marketplace shall be subject to terms directly agreed between NFT Sellers and NFT Buyers (“Terms of Sale”). All Terms of Sale are agreed and entered into directly between NFT Sellers and NFT Buyers, are in addition to these Terms, and do not affect anything herein.
The Terms of Sale should determine, among others, the transfer of ownership and use of the FREM NFT, NFT Content, Intellectual Property Rights in relation to the FREM NFT and the NFT Content, and benefits associated with any given FREM NFT.
While we may allow NFT Sellers to display their Terms of Sale (e.g. by providing a link to their website and/or a webpage containing said Terms of Sale) alongside other features of FREM NFTs they display, and list on the Marketplace, NFT Sellers and NFT Buyers are fully and solely responsible for communicating, drawing up, reviewing, agreeing to, and enforcing the Terms of Sale that govern any purchase, sale, or trade of any FREM NFT.
We are also not required or obliged to, and do not adjudicate or decide on any disputes between NFT Sellers and NFT Buyers that arise in connection with FREM NFTs bought or sold through the Marketplace.
While we may provide you with information to assist you in evaluating NFT Sellers, we make no representations, guarantees, or promises about the identity, legitimacy, legality, decency, quality, or authenticity of any FREM NFT sold on the Marketplace.
All transactions in the Marketplace shall be conducted in USDT, unless otherwise specified or permitted by the Company from time to time.
When you purchase a FREM NFT, you own the FREM NFT that is associated with certain NFT Content, but you are not entitled to any ownership right to, or licenses in, any Intellectual Property Rights in said NFT Content unless otherwise specified by the NFT Seller of that FREM NFT.
As a FREM NFT holder, you have a worldwide, non-exclusive, revocable, non-sublicensable, non-assignable, non-transferable, royalty-free, limited, and personal licence (the “NFT Licence”) to use the NFT Content and any features associated with your NFT solely for the following purposes:
for your own personal, non-commercial use, including use on the Platform;
communicating your interest in the FREM NFT, such as promoting or discussing the FREM NFT on social media or other internet-based media applications;
attempting to sell or dispose of the FREM NFT or any rights therein on the Marketplace only;
using your FREM NFT on any third-party website or application that permits the inclusion, involvement, storage, or participation of your FREM NFT; and
for any other purposes or uses agreed in the Terms of Sale insofar as such purposes or uses do not contravene any term in these Terms.
Service fees. All transaction fees associated with our Services can be found on the webpage accessible at [https://ektarealestate.app].
Fee Structure. While the Terms of Sale are unique between the NFT Sellers and NFT Buyers, certain terms are incorporated by virtue of this Section [10.7] which will apply to all FREM NFT transactions on the Marketplace:
NFT Creators. Any sale on the Marketplace for FREM NFTs will assign a pre-determined portion of the sale to the NFT Creator, which was determined at the time of listing of the Purchased Property. Such NFT Creator royalty allocation shall not exceed ten percent (10%) of the total sale price for any individual transaction. This amount shall be deducted at the time the transaction is completed and prior to remittance of the funds to the NFT Seller.
The Company. The Company is entitled to a total Service Fee of four percent (4%) of the sale price of the FREM NFT on the Marketplace. This amount shall be deducted at the time the transaction is completed and prior to remittance of the funds to the NFT Seller.
NFT Seller. The NFT Seller is entitled to the remainder of the funds, which amount can be claimed after payment of any applicable gas or other applicable fees. As an NFT Seller, you represent and warrant that you shall be solely and exclusively responsible for the payment of any such applicable fees when claiming your funds and agree to release the Company and the Platform from any liability or claim in relation to such fees.
Marketplace indemnity. As a User (i.e. whether you are a NFT Seller or NFT Buyer), you represent and warrant that you will indemnify, defend, make good, and/or hold harmless the Company, our respective past, present and future Affiliates, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, agents, representatives, predecessors, successors and assigns, from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorney’s fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise, including, but not limited to, damages to property or personal injury that are caused by, arise out of or are related to your use of our Services and the Marketplace.
FREM NFTs are not for investment or speculation. As a User (i.e. whether you are a NFT Seller or NFT Buyer), you acknowledge that the FREM NFTs provided, bought, sold, or traded on the Marketplace are not for the purpose of investment or speculation. Users who hold FREM NFTs that are provided, bought, sold, or traded on the Marketplace do not and are not entitled to receive any income or monetary payouts in any form by virtue of their ownership of the FREM NFT.
Our content and Intellectual Property.
The Site and Platform contain Content. The Platform and all Content containedtherein, including without limitation the Ekta logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, the “Company’s Content”) belong to us or our licensors.
The Company and our licensors exclusively own all right, title and interest in and to the Platform, including all associated Intellectual Property Rights therein. You acknowledge that the Platform is protected by trademark, copyright and other laws. The appearance and style of the Site and Platform constitutes the trademark of The Company and its licensors.
Provided that you are eligible for use of the Platform, and subject to your compliance with these Terms and applicable laws, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence to access and use the Platform. This licence is revocable by us at any time without notice and with or without cause.
In relation to the Company’s Content, Users agree and acknowledge that they will not do, or attempt to do, the following (“Prohibited Uses”) without the Company’s express prior written permission in each case:
modify, distort, mutilate, or perform any other modification to the Company’s Content;
copy, imitate, apply for, register, or otherwise use or attempt to use the Company’s trademark in whole or in part anywhere in the world;
remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform;
attempt to trademark, copyright, or otherwise acquireadditional Intellectual Property Rights in or to the Company’s Content;
use any of the Company’s Content to link to the Platform without our express written permission;
use framing techniques, metatags or other ‘hidden text’ to enclose any of the Company’s Content;
republish the Company’s Content on any internet, intranet or extranet site or incorporate the Company’s Content in any other database or compilation;
make commercial use of the Company’s Content;
use the Company’s Content to advertise, market, or sell any third party product or service;
use the Company’s Content in any pornography, or in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, terrorism or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others;
use the Company’s Content in a manner which, in our sole discretion, would be prejudicial to the brand and/or reputation of the Company or Creator; or
attempt to mint, tokenise, or create an additional cryptographic token representing the Company’s Content.
It is the Company’s policy to terminate Users and the licence granted to them in appropriate circumstances in the event Users engage in Prohibited Uses or repeatedly infringe or are believed to be repeatedly infringing the Intellectual Property Rights of the Company or third parties. We may also seek legal action against you in such a case. Such unauthorised use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations
Unless explicitly statedherein, nothing in these Terms shall be construed as conferring any licence to Intellectual Property Rights, whether by estoppel, implication or otherwise.
If you become aware of any Prohibited Uses specified in this section, please contact us at [firstname.lastname@example.org] to report it.
You are solely responsible for and you own all Intellectual Property Rights to your own Content that you may legally post on or submit to the Platform or Site, (“Your Content”). To provide our Platform we need you to give us some legal permissions (known as a “licence”) to use Your Content.
When you share, post, or provide access to Your Content on or in connection with our Platform, you grant us a worldwide, non-exclusive, transferable, sub-licensable and royalty-free licence to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of Your Content (consistent with your privacy and Platform settings). This means, for example, that if you share an image on the Platform, you give us permission to store, copy, and share it with others (again, consistent with your settings), including with other Users, or with our service providers that support our Platform. This licence will end when Your Content is deleted from our systems.
Subject to section [11.2.5], you can delete Your Content at any time, and all of Your Content will be deleted if you delete your user account.
After we begin the account deletion process or receive a Content deletion request, we will commence the process of deleting Your Content (“Deletion Process”) which may take up to 14 days. If you send Your Content to trash, the Deletion Process will automatically begin in 7 days unless you chose to delete Your Content sooner. While the Deletion Process for Your Content is being undertaken, Your Content is no longer visible to other Users. After Your Content is deleted, it may take us up to another 14 days to remove it from backups and disaster recovery systems.
The Deletion Process may take longer than 14 days in the following situations:
where Your Content has been or is being used by others in accordance with this licence and they have not deleted it;
where deletion within 90 days is not possible due to technical limitations of our systems, in which case, we will complete the deletion as soon as technically feasible; or
where immediate deletion would restrict our ability to:
investigate or identify illegal activity or violations of our terms and policies (for example, to identify or investigate misuse of our Platform or systems);
protect the safety, integrity, and security of our Platform, systems, our employees, and Users;
comply with legal obligations for the preservation of evidence, including data we preserve to comply with any record keeping obligations required by law; or
comply with a request of a judicial or administrative authority, law enforcement or a government agency;
in which case, Your Content will be retained for no longer than is necessary for the purposes for which it has been retained (the exact duration will vary on a case-by-case basis).
In each of the above cases, this licence will continue until Your Content has been fully deleted.
THIRD PARTY INTELLECTUAL PROPERTY
Where a third party owns the Intellectual Property, including but not limited to copyright, patents or trade secrets, associated with the Platform (“Third Party IP”), you acknowledge and agree that:
Provided that you are eligible for use of the Platform, subject to your compliance with these Terms and applicable laws, and subject to section (d) below, you are granted a worldwide, non-exclusive, revocable, non-transferable, non-assignable, non-sub-licensable, royalty-free, limited and personal licence in relation to Third Party IP solely for your own use in connection with the Platform;
You may only use the Third Party IP on an “as is” basis, in its current condition when purchased;
You may not otherwise modify, edit or change the Third Party IP;
We may pass on additional restrictions based on our licence under the Third Party IP to you; and
To the extent that we inform you of such additional restrictions in writing, you will be responsible forcomplying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of your licence.
Medium of payment. All payments to be made by each Party under these Terms are to be made in USDT unless otherwise agreed upon by the Parties.
Payments to the Company. All payments to be made to the Company shall be made to a Wallet which shall be designated by the Company via the Platform.
Payments to Users. All payments to Users shall be made to the Wallet which the User has connected to the Platform. If a User has connected multiple Wallets to the Platform, the User shall designate the Wallet to which payments are to be made. Should a User fail todesignate any Wallet, the Company may withhold any and all payments to the User until they have designated a Wallet.
Transaction fees. Any transaction fees levied by a third party in connection with completing any payment, whether to the Company or to Users, shall be paid by the User.
FEES AND TAXES
You are solely responsible for all costs incurred by you in using the Platform and/or the Marketplace and determining, collecting, reporting and paying all applicable Taxes. As used herein, “Tax” or “Taxes” refers to any and all federal, state, local, municipal and national taxes, duties, levies, tariffs and other governmental charges, including gross receipts, personal or corporate income, profits, sales, use, occupation, goods and services, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to any such amounts.
All payments you make to the Company or to other Users under these Terms shall be made in full without any deduction or withholding (whether in respect of set-off, counter-claim, duties, Tax, bank transfer fees, charges or otherwise) unless a deduction or withholding is required by any applicable law, in which event you shall:
Ensure that the deduction or withholding does not exceed the minimum amount legally required;
Be liable to pay to us or such other User such additional amount that will result in the net amount received by us or such other User being equal to the amount which would have been received had no such deduction or withholding been made; and
Pay to the relevant Tax authority, within the period for payment permitted by any applicable law, the minimum amount of the deduction or withholding required by law.
Your purchase and sale of FREM NFTs may be subject to various taxes, including, for example, potential Goods and Services Tax (“GST”) or Value Added Tax (“VAT”), as applicable.
We reserve the right to report any activity arising from your use of the Platform to relevant Tax authorities as required under applicable law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to the Platform. You are further solely responsible for independently maintaining the accuracy of any record submitted to any Tax authority including any information derived from the Platform.
We reserve the right to impose any fees, commissions, royalties, and other charges (collectively, the “Fees”) at our sole discretion at any time for your use of our Platform.
You agree to pay all applicable Fees and you authorize the Company to automatically deduct other Fees (including any gas fees or payment processing fees, as applicable) directly from any payments due to you.
All Fees are non-refundable except at the sole discretion of the Company (for Fees within its control) or applicable third parties.
USER REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
If you use the Platform on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (i) you are an authorised representative of the entity with the authority to bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf;
You are knowledgeable, experienced and sophisticated in using blockchain technology, entering into blockchain-based transactions and in using our Platform;
You have made enquiries and are satisfied as to the legitimacy, authenticity and lawfulness of your right to acquire ownership, resell or otherwise deal with Digital Assets;
You will not accept, solicit, offer, or engage with other Users, transact on or off the Platform or otherwise engage with smart contracts, with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price of FREM NFTs, or other Digital Assets;
You will not engage in any unlawful or deceptive conduct that may prevent competitive or fair trading, artificially inflate or deflate the price of FREM NFTs, , or other Digital Assets, simulate demand for FREM NFTs, or any Digital Asset, or any other anti-competitive practices; and
Transactions of FREM NFTs on the Platform or in the Marketplace may be further subject to fees associated with performing blockchain transactions, such as gas fees, among others, which shall be made available on the Platform when entering into or performing any transaction or activity. You agree to take responsibility to pay for all such arising fees and accept and acknowledge your liability to pay for the same when engaging in transactions on the Platform and/or the Marketplace.
You understand and agree that FREM NFTs, or other Digital Assets purchased, sold, traded, or provided through the Platform shall not under any circumstances be deemed or treated as:
A debt or liability of any nature owed by the Company or any of its Affiliates to you or any other entity;
Any form of financial derivative including, but not limited to, a futures contract, forward contract, option, swap or warrant;
A contract for difference of any form or kind or any other contract, the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price of an asset or an index;
Any commercial paper or negotiable instrument;
Any commodity or asset that any person is obliged to redeem or purchase;
Any note, bond, warrant or other certificate that entitles you to repayment of the purchase price or part thereof, any interest, dividend or any other kind of return on the purchase price or part thereof by the Company, its Affiliates or any other entity;
An interest or share in any investment fund or collective investment scheme;
The pooling of monies with the aim of spreading investment risk;
Entitling you to participate in any profits or gains from the acquisition, holding, or disposal of assets; and
Any security, capital markets product, investment or equivalent terms in any jurisdiction.
ASSUMPTION OF RISK
You accept and acknowledge that:
The price of FREM NFTs, and other Digital Assets can fluctuate significantly. In using the Platform, you may lose all your money that you have used in purchasing or otherwise dealing in FREM NFTs, and other Digital Assets.
You have done your own research before you decide to purchase, sell, transfer, trade or otherwise interact with FREM NFTs, or any Digital Assets, and are using the Platform at your own risk.
FREM NFTs, or other Digital Assets exist only by virtue of the ownership record maintained on their supporting blockchain. Any transfer of title occurs on the decentralized ledger within such blockchain network. We do not guarantee that we can effect the transfer of title or right in any FREM NFT, or other Digital Assets. Transactions in FREM NFTs, or other Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Transactions in FREM NFTs, or Digital Assets may be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
The Platform may be temporarily unavailable from time to time for maintenance or other reasons. The Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Platform, however caused.
The Company will not be responsible for any risks to you from using the Platform, which include, but are not limited to:
Non-recoverable and/or non-reversible transactions;
Fraud and/or fraudulent transactions;
Unauthorized third-party access such as malicious software, hacking, theft, attacks;
Hardware, software and/or internet connection failure;
Changes to the protocol or network of the underlying blockchain including changes in operating rules (“Forks”) which may affect the availability, value, functionality and/or name of a Digital Asset;
Regulatory changes which may adversely affect the development of the Platform and the use of FREM NFTs, or other Digital Assets;
A lack of public interest in the Platform which may also negatively impact the potential utility or value of FREM NFTs, or other Digital Assets; and
Changes affecting, or decisions taken by, third-party platforms which may support or perform transactions with respect to FREM NFTs, or other Digital Assets.
We are not providing any financial, legal, tax, accounting or other professional advice. Nothing from the Platform, including any of the Company’s Content, should be construed as financial, legal, tax, accounting or other professional advice. If you are in doubt, please consult an independent professional advisor from persons licensed and qualified in the area for which such advice would be appropriate.
If you elect to sell, purchase, or trade any FREM NFTs, or other Digital Assets, any transactions that you engage in will be conducted solely through the blockchain network governing such Digital Asset and you will be required to make or receive payments exclusively through your Wallet. We will have no control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you enter into in relation to the Platform.
Your use of the Platform is at your own risk. You understand and agree that the Platform provided, including any FREM NFTs, Digital Assets, or Content listed therein, are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. The Company and its Affiliates make no representation or warranty:
That the Platform will meet your requirements;
That the Platform will be available on an uninterrupted, timely, secure, or error-free basis;
That the Platform or the Company’s Content are lawful, accurate, complete, reliable, safe, error-free, free of other viruses or other harmful components;
As to the value, fairness of price or value of use of FREM NFTs, or Digital Assets;
Of title, origin, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any FREM NFT, Digital Asset, or the Company’s Content; or
About the identity, legitimacy, authenticity or legal rights of Users to acquire ownership, resell or otherwise deal with FREM NFTs, Digital Assets, or Content available on the Platform.
The Company disclaims all other warranties or conditions, express or implied, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by the applicable law, as to the Platform and the Company’s Content.
We will not be responsible or liable to you for any loss in relation to your use of the Platform, FREM NFTs, or other Digital Assets, or your disclosure of Content online, including but not limited to any losses, damages or claims arising from:
User error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses;
The purchase or inability to purchase FREM NFTs, or Digital Assets on the Platform;
Compromised or hacked accounts;
Server failure or data loss;
Corrupted Wallet files;
Unauthorized access to applications;
Any unauthorized third-party activities or breaches of security, including the use of viruses, phishing, bruteforcing or other means of attack against the Platform; or
Issues with the blockchain supporting FREM NFTs, or other Digital Assets, including Forks, technical node issues, repudiated transactions, migrations or updates.
Nothing in these Terms shall exclude or limit liability of either party for fraud, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
A full list of all risks associated with use of the Platform and purchasing, holding or dealing in FREM NFTs has been set out in our Risk Disclosure Statement available HERE.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, neither the Company or its Affiliates, nor its service providers involved in creating, producing, or delivering the Platform will be liable for any incidental, special, punitive, exemplary or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Platform, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the Company, its Affiliates, or its service providers has been informed of, or could foresee, the possibility of such damage.
To the maximum extent permitted by law, neither the Company or its Affiliates, nor its service providers will be liable for any damages to your computer system, mobile device or data from the use of the Platform and any third-party sites.
To the maximum extent permitted by law, in no event will the Company’s total liability, arising out of or in connection with these Terms or from your use of or inability to use the Platform, exceed the amounts you have paid or are payable by you to the Company for your use of the Platform, or one hundred USDT if you have not had any payment obligations to the Company, as applicable.
The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Company and you.
To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless the Company, and our respective past, present and future Affiliates, employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, agents, representatives, predecessors, successors and assigns, from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to:
Your use or misuse of the Platform;
Your violation of these Terms;
Your use or disposal of any FREM NFTs, or other Digital Assets;
Your negligence or willful misconduct; or
Your violation of the rights of a third party or of applicable law.
You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. You further agree that the Company shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and the Company.
Governing law. These Terms will be governed and construed in accordance with the laws of Singapore, and any action related thereto will be governed by the laws of Singapore, without regard to conflict of laws of Singapore or any other jurisdiction.
You and the Company each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) shall be referred to and finally resolved by the following dispute resolution process:
First, you shall submit a complaint about the Dispute to the Platform at email@example.com and raise a ticket.
Second, if the Dispute is not satisfactorily resolved under section [18.104.22.168] within 5 working days of the date the ticket was issued, you agree to provide us with detailed particulars and all attendant information about the Dispute at firstname.lastname@example.org for resolution.
Third, if the Dispute is not satisfactorily resolved under section [22.214.171.124] within 20 working days, either you or we may submit the Dispute to be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this provision. The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English. Any arbitration hearings will take place in Singapore, unless we both agree to a different location, but will be conducted remotely to the extent permitted by the SIAC Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.
Payment of all filing, administration and arbitrator fees will be governed by the SIAC Rules. If you prevail in arbitration you may be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Section [126.96.36.199] above shall be subject to the following limited exceptions:
Subject to the express written consent of you and the Company, a Dispute may be resolved in a small claims court if it qualifies, provided the claims remain only in such court; and
The Company retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our Intellectual Property Rights.
You and the Company each waive the right to a trial by jury or to participate in a class, representative or consolidated action or proceeding. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding, without the written permission of all parties involved.
Suspension and termination.
We may suspend or terminate your access to the Platform at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be construed as a breach of these Terms by the Company. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Platform. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Platform. We also reserve the right to cooperate with law enforcement authorities and disclose any information in our possession or from our Platform that we deem necessary to meet any applicable laws, regulations or legal processes.
You acknowledge and agree that we shall have no liability or obligation to you in such event that we suspend or terminate your access to the Platform, and that you will not be entitled to a refund of any amounts that you have already paid to us.
Upon any termination of these Terms, all sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding such termination. Termination will not limit any of our other rights or remedies at law or in equity.
Entire agreement. These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Platform.
Assignability. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
No waiver. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Severability. If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, then the invalid or unenforceable part will be severed from the Terms while the remaining parts of these Terms will remain in full force and effect.
Notices and communications. By using our Platform, you consent to receiving electronic communications from us (including email, Platform messages, or other types of messages). Any notices or other communications provided by the Company under these Terms will be given via email. Communication made by email will constitute written notice for the purposes of these Terms when the email is opened and receipt acknowledged (including by way of a mail delivery report or system record confirming receipt by the other party) except where the time of dispatch is not between 09:00am and 5:00pm on a day on which business is generally carried on in the place to which such notice is sent, in which case the notice will be deemed to have been received at the commencement of business on the next such day in that place.
Waiver of rights. The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Force majeure. The Company shall not be liable for any action, omission, duty or obligation due to any occurrence that is beyond our control, including:
Any future laws or regulations;
Any act of God or war;
Any epidemic or pandemic;
Hacking or other attack on the Platform;
The unavailability, disruption or malfunction of any network or blockchains;
The unavailability, disruption or malfunction of the Internet; or
Any unavailability, disruption or malfunction of any system, software, network or infrastructure necessary for the Platform to function.
Rights of third parties. Unless expressly provided to the contrary in these Terms, a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 of Singapore (as may be amended, supplemented or replaced from time to time) to enforce or enjoy the benefit of any provision in these Terms.
Feedback. We welcome feedback and suggestions for the Platform. You agree that any feedback provided to us can be used at our discretion in any manner, without notice and without compensation to you.
Contact information. If you have any questions about these Terms or the Platform, please contact us at [https://ektarealestate.app]