I. TheHandover.com operates and maintains an online marketplace platform facilitating the buying, selling, and investing in real estate projects globally. Developers may publish project proposals to our platform, subject to basic evaluation and approval by our trust and safety team. The Site may offer additional resources for users to facilitate due diligence, financing, expert advice, or general news; such resources may be provided by third-parties who are not owned or controlled by the Company. Third-party resources will be subject to the terms and conditions of the third-party resource providers, and the Company does not warrant or endorse these resources, but makes them available for convenience only; please see Section 7 below for further discussion about the terms and conditions on which the Company makes third-party content and services available to you through the Site. Collectively, the maintenance of the online marketplace platform by the Company and the Site content, including links to third-party resources, may be referred to herein as the “Services.” Content from the Site or accessed through the Site may also be collectively referred to herein as the “Content.”

II. Applications to create an account or post on the Site are subject to the Company’s approval. The Company reserves the right to reject, cancel, or remove any account, post, or link that is part of the Services at any time for convenience, and the Company, its employees, consultants, and other agents shall have no liability for such decisions. The Company does not guarantee that the Services will be available at all times.

III. The Services are subject to periodic updating, which may result in the introduction, without notice, of services and/or elimination or modification of existing services, in the Company’s sole discretion. Such modifications may have an adverse impact on your investments or investment assessment process.

I. Account Registration: To engage with the marketplace features, users must register and create an account, providing accurate, complete, and current information. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

II. Proposal Submission and Listing: No proposal shall be listed on our platform without a developer's completion of an approved account profile. Enhanced due diligence checks are performed for both investors and developers to ensure the integrity and transparency of the marketplace.

I. Users of the Services, whether investors or real estate project developers, shall pay for all charges incurred by the Company in connection with published pricing on the Site. Unless otherwise set forth in an invoice, all metrics relevant to the Services are solely measured by reports prepared by the Company, and all amounts shall be denominated in United States Dollars. Unless otherwise agreed, full payment for Services is due prior to commencement of requested services and may be made through ACH, wire transfer, any major credit card, or via a Paypal account. A non-refundable deposit of [$500] (or other amount specified by the Company, in its sole discretion) to cover set-up costs may be required to initiate Services. If payment is not timely tendered by you for Services you purchased, the Company may, in its sole discretion and in addition to any other remedies available to it under these Terms and any applicable laws, suspend or terminate your account or the Services you ordered. The Company may, in its sole discretion, extend, limit, revise, or revoke any credit terms it may have offered to you. If you are past due in payments owed to the Company for Services rendered:

1. Such past due payments shall accrue interest at the rate of 1.5% per month or the highest rate permitted by law, if less.
2. All costs of collection, including but not limited to reasonable attorneys’ fees, court or dispute resolution costs, and related expenses, shall be borne by you.
3. The Company may offset such amounts from any payment otherwise owed by the Company or any parent, subsidiary, or affiliate of the Company to you.

II. Any demand for a chargeback, credit, or refund for a product or Network service shall be tendered in writing to the Company (i) within thirty (30) calendar days after the charge occurred, or (ii) if applicable, the period specified in the relevant invoice. Any demand for a chargeback, credit, or refund for Services may be investigated by the Company. The Company shall not be obligated to chargeback, credit, or refund after the period referenced in the immediately preceding sentence.

III. You are responsible for and shall pay all taxes in connection with Services ordered by you on the Site. Payments due for Services are exclusive of taxes, unless otherwise stated.

These Terms shall be governed by the laws of the United States of America and the laws of the State of Delaware as applied to agreements signed and wholly performed within the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

You agree to resolve any dispute over the provision of or payment for Services, or interpretation or enforcement of these Terms, by submitting the dispute to binding arbitration administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures then in force.

Key Arbitration Details:

• The seat of arbitration shall be Miami, Florida, USA.
• The arbitration shall be conducted in the English language.
• There shall be a single arbitrator, who shall be a retired judge or an attorney with no less than 10 years of experience resolving disputes between investors and providers of real property investments.
• The arbitrator shall issue a final opinion not more than thirty (30) days after the final hearing, and the opinion shall contain findings of fact and conclusions of law not to exceed ten (10) pages.

Each party shall pay its own expenses of arbitration, and the expenses of the arbitrator shall be equally shared between the parties unless the arbitrator assesses as part of the award all or any part of the arbitration expenses of a party (including reasonable attorneys’ fees) against the other party.

The Company reserves the right to modify these Terms upon notice to you, including through publication on the Site, notice in your account on the Site, or email notification to you. It is your responsibility to periodically review your account on the Site to stay informed of updates. By your continued use of the Site after such revisions are posted, you agree to and accept the modifications.

I. Investor Qualification: For introductions to developers of real estate projects from the Company, investors must complete a qualification process, which includes opening an account on the Site. Qualification for account opening and maintenance may require disclosures about financial suitability and acknowledgment of additional investment terms, including about investment risks, experience, and resources for real estate investment.

II. Investment Risks: Investors acknowledge that real estate investment involves significant risks. The Company makes no guarantees regarding the performance of any real property project published on the Site.

III. Due Diligence: The Company’s role is limited to maintaining a marketplace connecting investors with real property developers. Investors should request information about real estate projects published on the Company’s marketplace and make educated investment decisions based on the information requested and obtained. The Company does not guarantee the information offered by real property project developers is complete or accurate.

IV. Representations: In order to maintain an account on the Site and access and use the Services, you represent, warrant, and covenant to the Company that:

• You have full power and authority to be fully bound by these Terms.
• You own and/or have the right and authority to permit the use, reproduction, distribution, and transmission of all content you submit through the Site.
• All content and information provided by you through the Site is factually accurate, does not contain fraudulent or deceptive information, and does not misrepresent or defame any individual or group.

I. Website Content: The Company grants you a limited right and license to access the Services and view Content. Content may include information and services offered by third-parties, as further described on the Site. You may view, download, and print the Content solely for your personal, non-commercial use. No license or other rights, title, or interest in or to the Content is intended or granted.

II. Feedback: If you provide input, suggestions, or questions, or post to forums, chats, or otherwise engage on the Site or any Company forum ("Feedback"), you hereby grant TheHandover.com an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including to improve the Website or Services and to create other products and services based on the Feedback.

I. Terms to Indemnify: You (the "Indemnifying Party") agree to indemnify, defend, and hold the Company and its owners, managers, officers, directors, agents, affiliates, suppliers, licensors, and representatives (collectively, the "Indemnified Parties") harmless from and against any claims, liabilities, settlement, damages, losses, obligations, costs, expenses including without limitation attorneys’ fees (collectively, the aforementioned may be referred to as “Claims”), arising out of or in connection with:

• Your access to or use of the Services.
• Your breach of these Terms, including your representations, warranties, and covenants herein.
• Your violation of any rights of a third-party, including, but not limited to, intellectual property rights and privacy rights.
• Your violation of any applicable laws, regulations, or codes.
• The content or information you provide to the Site that violates any law, is patently offensive, or infringes upon any third-party right.
• Any fraudulent, negligent, or wrongful act or omission by you in connection with your use of the Site.

II. Defense and Cooperation: The Indemnified Parties shall notify the Indemnifying Party promptly of any indemnifiable Claims and provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party's expense, in defending any such Claims.

III. Settlement: The Indemnifying Party shall not agree to any settlement that adversely affects the Indemnified Parties' rights or interests without the prior written consent of the Indemnified Parties, which shall not be unreasonably withheld or delayed.

IV. Limitation: The indemnity provisions of this Section 8 shall survive the termination of these Terms and your use of the Services.

I. To the fullest extent permitted by applicable law and notwithstanding anything herein to the contrary, the Indemnified Parties shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in any way connected with your access to, use of, inability to access, or reliance on the Services.

II. Without limiting the foregoing, the Company shall not bear liability for any claims or damages arising out of or related to any real estate investment or potential investment actions or decisions arising from or related to the Services. Decisions made regarding investments on the basis of information provided by or through the Services are taken at your own risk and discretion without liability to the Indemnified Parties.

I. Confidential Information: You may be required to enter into separate confidentiality agreements with real estate project developers in order to obtain access to information about projects of interest to you, and to enable you to conduct due diligence on whether to invest in such projects.

II. Data Protection: The Company is committed to protecting the privacy of your personal information and shall comply with all applicable laws and regulations regarding data protection, including but not limited to:

• The California Consumer Privacy Act of 2018, as amended.
• The General Data Protection Regulation, Regulation (EU) 2016/679 (2016).
• UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection in the United Arab Emirates.

The Company shall collect, use, store, and secure your personal data as permitted or required by applicable law and as described in our Privacy Notice.

The Services are provided "as is" for general information purposes only, without any implied representations or warranties, except as expressly set forth herein or elsewhere on the Site. The Company and the Site do not offer specific financial, legal, or investment advice, and you are advised to consult with professional experts to advise you on any specific facts and circumstances applicable to investment opportunities you learn about on the Site.

Inclusion of any project or investment opportunity on the Site does not constitute the Company’s endorsement or recommendation.

Failure by the Company to enforce at any time or for any period of time any of the terms herein shall not be construed as a waiver and shall in no way affect the Company’s right to later enforce the same.

If any one or more of the terms herein shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of these Terms shall be unimpaired and remain enforceable.

If you have any questions about these Terms or the Contact, you may direct your questions to the Company at admin@thehandover.com.