AGENT/BROKER TERMS OF USE

1. Site and Services. Spiti Social allows a licensed real estate broker or agent [“you” or
“Agent/Broker”] to post content [the “Services”] via our website and mobile application [the
“Site”].
In order to access our Site you must set up an account [the “Account”] and by use of your
Account and accessing and using our Site and Services, you agree to the following terms and
conditions and any policies, guidelines or amendments thereto that may be presented to you from
time to time [collectively, the “Terms”]. You agree to review these Terms regularly and that you
will immediately stop being a user of our Services if at any time you do not agree with these
Terms or any modifications thereof. We expressly reserve the right to change these Terms at any
time for whatever reason. Spiti Social reserves the right to refuse services to you for any reason
or no reason at all.
2. Account Setup. After setting up your Account as directed by the instructions on our Site, you
will be able to post content on our Site. Users of our Site will be able to save your content to
their accounts, to search for you and to contact/communicate with you.
3. Term. These Terms are effective on the date in which you first create your Account and will
remain in effect until you deactivate your Account or if Spiti Social cancels your Account. Any
clauses that would naturally survive deactivation or cancellation shall survive.
4. Notices. Notices, if any, will be made to you via posting information on the Site or via the
email address associated with your Account.
5. Your Responsibility for Your Account. You understand and agree that you are solely
responsible for all activities that occur under your Account and for maintaining the
confidentiality and privacy of your password. You agree to accept responsibility for any
activities that result from unauthorized use of your Account. You understand and agree that Spiti
Social will not be held liable for any loss or damage arising from your failure to manage your
Account or any errors or omissions therein. Spiti Social reserves the right to refuse use of our
Services and/or access to our Site to you at any time whatsoever without notice for any reason.
You represent that you are of legal age to form a binding contract and have full power, capacity
and authority to accept these Terms. If you are accepting these Terms on behalf of your
employer or another entity, you represent that you have full legal authority to bind your
employer or such entity to the Terms herein. You are solely responsible for any material
provided by you through your Account on our Site and agree that any liability or harm resulting
therefrom is solely your liability, and you will indemnify and hold harmless Spiti Social.
6. Use of Site. You warrant that material, if any, posted by you on our Site is your own content,
or that you have express permission to use said content, and said content does not infringe upon
any third parties’ rights. You are solely responsible for the accuracy of the content you post. You
warrant that the content posted has no viruses or any other harmful components, is not spam and
does not violate the law in any way. If any party believes that any content on or linked to by Spiti
Social violates their copyright ownership, they are encouraged to notify Spiti Social in
accordance with the protocols of the Digital Millennium Copyright Act ("DMCA"). We will
respond to all notices, including as required or appropriate by removing any infringing material.
You represent that you will not post to the Site any defamatory, inaccurate, abusive, obscene,

AGENT/BROKER TERMS OF USE

profane, offensive, threatening, harassing, sexually offensive or discriminatory, racially offensive
or discriminatory, illegal, discriminatory in any manner or any material that infringes upon or
violates another persons’ rights; that you will act in a manner consistent with any and all
applicable laws and regulations; that you will not submit false information or misrepresent
yourself in any way; that you will maintain current and accurate contact information; that you
will not advertise to, or solicit, any other users of Spiti Social to buy, create, sell, etc., any
products or services through the Site that is not authorized to be sold; that you will not post or
otherwise transmit junk or spam mail to other users; that you will not imply that you are in any
way endorsed by or affiliated with us, or that any statements you make are endorsed by us; that
you will not collect or harvest personal information about other users whether or not for
commercial purposes; that you will not use other individuals’ copyrighted materials, trademarks,
or other intellectual property without obtaining permission from the owner of the intellectual
property; that you will not interfere with or disrupt our Site’s services, or the servers or networks
connected to our services or the Site; that you will not attempt to recreate any part of the Site;
that you will not modify, copy, distribute, adapt, frame, reproduce, republish, download, display,
post, transmit, sell or reverse engineer, in any form or by any means, any content, in whole or in
part, found on this Site without permission. You agree that you will not at any time or in any
manner, directly or indirectly, use any of Spiti Social’s proprietary information for your own
benefit, or divulge, disclose or communicate in any manner any information to any third party
without the prior written consent of Spiti Social. By using the Site you are granted a limited,
non-exclusive, non-transferable, revocable right to use Spiti Social strictly in accordance with
these Terms of Use. Nothing herein should be construed as granting any license or right to use
any intellectual property, including trademarks, service marks, logos, slogans or taglines,
belonging to Spiti Social or third parties’ affiliates, or any software or code relating to the Site or
Services without obtaining permission.
7. Relationship with Spiti Social Users. You understand that you may not contact a user of Spiti
Social without them contacting you first. If a user of Spiti Social contacts you, you are
responsible for the relationship with the user, for the content and information you relay to the
user, for fulfilling any obligations you enter into with the user, for supplying all services
specified to be provided to them, to deal with users in a fair and legal manner, and payment of
taxes due and owing, if any. You represent that you are a licensed real estate broker or agent and
in good standing and that nothing herein would violate a pre-existing contract, obligation or the
law. You expressly agree to indemnify and hold harmless Spiti Social as a result of any claim
brought against Spiti Social on account of the relationship you form with any user found on Spiti
Social.
8. License to Content. By using our Site, you grant Spiti Social an irrevocable, perpetual,
royalty-free worldwide license to (a) use, copy, distribute, transmit, publicly perform, reproduce,
edit, modify, prepare derivative works of or incorporate into other works, any translate your
content, in connection with the Services or in any other media that now exists or may in the
future, and (b) sublicense these rights to the maximum extent permitted by law.
9. Privacy Policy. You have read and agreed to Spiti Social privacy policy [the “Privacy Policy”]
which is incorporated herein. In the event that the terms of the Privacy Policy and these Terms
conflict, these Terms will be deemed overriding and binding to the extent they are in Spiti

AGENT/BROKER TERMS OF USE

Social’s favor. You expressly agree that Spiti Social can market to you via our Site including
marketing any Linked Site and any additional services or goods for purchase.
10. Independent Third-Parties. You acknowledge that nothing in these Terms shall be deemed or
construed by the parties hereto, nor by any third party, as creating a joint venture, partnership,
franchise, employee/employer, or an agency relationship between yourself and Spiti Social. You
expressly agree and understand that Spiti Social does not own, represent, nor is partnered in any

way with the other Agents/Brokers, Advertisers, companies, users of our Site or any other third-
parties found on our Site and that any links to other websites (“Linked Sites”) are not under the

control of Spiti Social, nor is Spiti Social responsible for the contents of or services provided by
any Linked Sites or any other third-parties. Further, Spiti Social cannot guarantee the accuracy of
any information listed on our Site by any Agent/Broker, Advertiser, company, user of the Site or
any other third-party and shall have no liability for the inaccuracy thereof. Nothing herein is
intended or shall create any agency relationship between yourself and Spiti Social. Spiti Social is
in no way involved in or liable for any transaction or proposed transaction you enter into with
any Agent/Broker, Advertiser, company, user of our Site or any other third-party found on our
Site. You expressly understand that all correspondence, services, transactions, etc., are at your
own risk.
11. Intellectual Property. All copyrighted works, trademarks, service marks, trade dress or other
intellectual property found in any texts, images, illustrations, designs, icons, photographs, video
clips, sound clips, or any other materials found on the Site (collectively, the “Contents”) are
owned, licensed by, used with permission, or otherwise lawfully used by Spiti Social. Spiti
Social’s Site as a whole is protected by copyright and trade dress, all worldwide right, title and
interest in and to which is owned by Spiti Social or a subsidiary or partner thereof. Spiti Social
does not intend to suggest any affiliation with or endorsement of any third party whose
trademark or trade dress appears on our Site.
12. DISCLAIMER OF ALL WARRANTIES. ALL DATA AND INFORMATION FEATURED
ON THIS SITE IS PROVIDED ON A STRICTLY “AS-IS” BASIS WITHOUT ANY
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION WARRANTIES OF TITLE, ACCURACY, COMPLETENESS, TRUTH,
CURRENCY, RELIABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES
OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE
SPECIFICALLY MAKE NO REPRESENTATION OR WARRANTY, AND ASSUME NO
LIABILITY OR RESPONSIBIILITY REGARDING: (I) THE QUALITY OR AVAILABILITY
OF ANY POSTINGS MADE BY YOU OR ANY OTHER USERS OF THE SITE; (II) THE
ABILITY OF YOU OR ANY OTHER USER OF THE SITE TO ENGAGE IN
TRANSACTIONS WITH ANY OTHER USERS OF THE SITE; (III) ANY DETAILS
RELATING TO ANY TRANSACTIONS YOU MAY ENGAGE IN WITH ANY OTHER
USER OF THE SITE; (IV) THE FINANCIAL CONDITION OF YOU OR ANY USER OF
THE SITE; OR (V) COMPLIANCE WITH LOCAL, STATE AND FEDERAL LAWS BY YOU
OR ANY OTHER USER OF THE SITE.
SPITI SOCIAL, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS, DO NOT
REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL

AGENT/BROKER TERMS OF USE

MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY
INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES
AND/OR CREATION OF A USER ACCOUNT WILL BE ACCURATE AND RELIABLE,
AND (D) THAT DEFECTS IN THE OPERATIONS OR FUNCTIONALITY OF ANY
SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL NOT EXIST NOR
BE FIXED.
13. Limitation of Liability. Spiti Social, its shareholders, owners, employees, subsidiaries,
affiliates, etc. or its licensors shall not be liable for any direct, incidental, consequential, special,
indirect or punitive damages arising out of your access, or any other party’s access, to our Site
and use of our Services. To the maximum extent allowed by applicable law, Spiti Social shall
have no liability or responsibility for any errors, omissions, or inaccuracies in the content on the
Site or information flowing through our Site or use of its Services. You understand and agree
that Spiti Social, its shareholders, owners, employees, subsidiaries, affiliates, etc., or licensors
will not be liable for any damages to you, including, but not limited to, bodily injury; loss, theft
or destruction of your personal property; other monetary losses; illness, incapacitation or death.
14. Assumption of Risk. You acknowledge that your use of our Site and Services is at your own
risk. We are not responsible for any financial or other obligation that may arise between you and
other user of our Site or other third-parties, including advertisers, on the Site, nor any harm or
damage, including, but not limited to, bodily injury; loss, theft or destruction of your personal
property; other monetary losses; illness, incapacitation or death.
15. Waiver and Release. You hereby agree to waive any rights of recovery, under any theory of
law, that you may have against Spiti Social and to release Spiti Social from any claim on account
of your use of the Site or Services. Notwithstanding Spiti Social’s express disclaimer of any
liability, any actions brought against Spiti Social in connection with these Terms and Service
must be commenced within one (1) year from the date of the incident or you expressly agree to
waive your ability to bring an action. You expressly agree to waive any rights to a class action.
16. Indemnification. You agree to indemnify, defend, save and hold harmless Spiti Social, its
shareholders, officers, directors, employees, agents and affiliates against any claim, loss,
damage, cost or expense arising out of or in connection with your use of our Site or any breach
by you of these Terms of Use or any representation or warranty made herein.
17. Choice of Law. These Terms of Use will be governed by and construed in accordance with
the laws of the State of New York and you agree to personal jurisdiction in the County of
Nassau.
18. Transfer/Assignment. You agree that Spiti Social may assign or transfer its rights in this Site
to a third party, including all of our rights and obligations with respect to you.
19. Severability. If any part of this Agreement shall be determined to be invalid or unenforceable
by a court of competent jurisdiction or by any other legally constituted body having jurisdiction

AGENT/BROKER TERMS OF USE

to make such determination, the remainder of this Agreement shall remain in full force and
effect.
20. Captions. The captions herein are inserted only as a matter of convenience and in no way
define, limit, describe or otherwise affect the scope or interpretation of this Agreement.