1. Who We Are

Xploon FZ LLC ("Xploon", "we", "us" or "our") owns and operates www.xploon.com (the "Portal" or "Platform"). Xploon FZ LLC is registered with the Dubai Development Authority under Commercial License No. 1011412. Xploon is a technology platform providing marketing, advertising and software-as-a-service ("SaaS") services. Xploon is not a real estate broker, real estate agent, developer, property advisor, financial advisor or party to any property transaction. Xploon does not buy, sell, lease, broker or negotiate real estate transactions on behalf of users or developers.

For inquiries: info@xploon.com / support@xploon.com

2. Acceptance of Terms

By accessing, browsing, registering for or using the Platform, you confirm that:

• You have read and understood these Terms of Use.
• You agree to be legally bound by these Terms.
• You will comply with all applicable laws and regulations.
• You are at least 18 years old and legally capable of entering into a binding agreement.

If you do not agree to these Terms, you must not access or use the Platform.

These Terms constitute a legally binding agreement between you and Xploon.

Where you use the Platform on behalf of a company, developer or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

3. Changes to These Terms

We may amend, update or replace these Terms from time to time.

The updated version will be published on the Platform and will include an updated effective date where appropriate.

For material changes affecting existing paid subscriptions or contractual rights, Xploon may provide reasonable notice where required by applicable law or the applicable agreement.

Your continued use of the Platform after the effective date of updated Terms constitutes acceptance of the revised Terms, to the extent permitted by applicable law.

4. Changes to the Platform

We reserve the right to modify, update, suspend, restrict or discontinue any part of the Platform, including features, functionality, content, databases or services.

We may carry out maintenance, upgrades, security measures or other technical work that may temporarily affect availability.

We do not guarantee that the Platform will always be available, uninterrupted, secure or error-free.

5. Acceptable Use

You agree not to:

• Hack, disrupt or interfere with the Platform or its servers.
• Upload viruses, malware or other harmful code.
• Attempt to gain unauthorised access to any system, account, database or network.
• Reverse engineer, decompile, disassemble or copy the Platform or its software.
• Use scraping tools, bots, crawlers or automated systems to extract Platform data without our prior written permission.
• Copy, reproduce or create a competing database using Platform content.
• Use Platform data to build or operate a competing property database or service.
• Post false, misleading, fraudulent, defamatory, discriminatory, obscene or unlawful content.
• Upload content that infringes another person's intellectual property, privacy or other legal rights.
• Use the Platform for unlawful or unauthorised commercial solicitation.
• Circumvent any access restrictions, subscription controls, payment mechanisms or technical security measures.
• Use another person's account or credentials without authorisation.
• Attempt to manipulate Platform rankings, listings, enquiries, reviews, analytics or other data.

We reserve the right to suspend or terminate access where we reasonably believe these Terms have been breached.

All Xploon trademarks, logos, software, designs, databases, systems and other intellectual property remain the property of Xploon or its licensors.

6. User Registration

Where registration is required:

• You must provide accurate, complete and current information.
• You must maintain the accuracy of your account information.
• Accounts must not be shared with unauthorised persons.
• You are responsible for maintaining the confidentiality of your login credentials.
• You are responsible for activity conducted through your account.
• You must notify Xploon promptly of any suspected unauthorised access.

We may request additional information or documentation for identity, business, regulatory or security verification.

We may suspend or terminate an account where information is inaccurate, misleading, fraudulent or cannot reasonably be verified.

7. Uploading Content to the Platform

Any content you upload, submit, publish or otherwise make available to the Platform, including as part of a Listing, shall be referred to as "Content".

Content may include, without limitation:

• Property descriptions
• Property prices
• Availability information
• Photographs
• Videos
• Floor plans
• Brochures
• Payment plans
• Project information
• Property specifications
• Logos
• Trademarks
• Architectural renders
• Marketing materials
• Other information relating to a property or project

7.1 Ownership

You retain ownership of your Content.

Nothing in these Terms transfers ownership of your Content to Xploon.

However, by uploading Content to the Platform, you grant Xploon a perpetual, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to host, store, use, reproduce, copy, modify, adapt, distribute, publish, display, perform and create derivative works from such Content to the extent reasonably necessary to:

• operate the Platform;
• provide the services;
• display Listings;
• improve the Platform;
• market and promote Xploon;
• advertise Listings and projects; and
• distribute Content through Xploon's websites, applications, social media, advertising channels and other marketing channels.

7.2 Third-Party Rights

You represent and warrant that you own, control or have obtained all necessary rights, licences, consents and permissions required to upload, publish and use the Content and to grant Xploon the rights described in these Terms.

Where Content includes photographs, videos, floor plans, brochures, logos, trademarks, renders or other material created or owned by a third party, you are responsible for obtaining all necessary permissions.

You must not upload Content that infringes any copyright, trademark, privacy, publicity, contractual or other legal right of another person.

These provisions are intended to operate consistently with applicable UAE intellectual-property and copyright laws, including Federal Decree-Law No. 38 of 2021 on Copyright and Neighbouring Rights.

7.3 Accuracy of Content

You are solely responsible for ensuring that Content is accurate, complete, current and lawful.

This includes, without limitation:

• Property prices
• Unit availability
• Payment plans
• Project status
• Handover information
• Project specifications
• Escrow information
• Promotional claims
• Developer information
• Other material Listing information

You must promptly update or remove Content that becomes inaccurate, misleading, expired or unavailable.

7.4 Platform Formatting

Xploon may resize, compress, reformat, optimise, translate, categorise or otherwise technically adapt Content where reasonably necessary for the operation, display, security or promotion of the Platform.

7.5 Removal of Content

We reserve the right, with or without notice, to refuse, restrict, edit, suspend, disable or remove Content if we reasonably believe that it:

• Violates these Terms;
• Is false, misleading, fraudulent or unlawful;
• Infringes third-party rights;
• Violates applicable UAE laws or regulations;
• Relates to an unauthorised or improperly marketed property or project;
• Does not comply with applicable real-estate advertising requirements; or
• May expose Xploon to legal, regulatory, security or reputational risk.

7.6 Disclosure

We may disclose your identity and relevant account information to a third party who reasonably claims that Content uploaded by you infringes intellectual-property, privacy or other legal rights, or where disclosure is required or permitted by applicable law, court order or competent authority.

7.7 Content After Termination

Upon expiry or termination of an account or subscription, Xploon may remove active Listings from public display.

Xploon may retain copies of Content where reasonably necessary for:

• Legal or regulatory purposes;
• Accounting purposes;
• Security;
• Fraud prevention;
• Backup;
• Dispute resolution;
• Record keeping; or
• Other legitimate business purposes.

8. Intellectual Property

All intellectual property relating to the Platform, including:

• Software;
• Source code;
• Databases;
• Algorithms;
• Platform design;
• User interfaces;
• Logos;
• Trademarks;
• Branding;
• Text;
• Graphics; and
• Platform functionality

is owned by or licensed to Xploon and is protected by applicable law.

Except as expressly permitted under these Terms, you may not copy, reproduce, modify, distribute, sell, license, reverse engineer or commercially exploit any part of the Platform.

Your use of the Platform does not grant you ownership of any Xploon intellectual property.

9. Privacy and Personal Data

Xploon may collect and process personal data in connection with operation of the Platform.

Where applicable, personal data shall be processed in accordance with UAE Federal Decree-Law No. 45 of 2021 concerning the Protection of Personal Data and other applicable data-protection requirements.

Users must not upload or submit personal data unless they have a lawful basis and all necessary permissions, notices or consents required under applicable law.

Users must take appropriate measures to protect personal data accessed through the Platform and must not unlawfully sell, disclose, transfer or misuse personal data.

Additional details regarding personal-data processing may be set out in Xploon's Privacy Policy.

10. Disclaimer

To the maximum extent permitted under applicable UAE law:

• The Platform is provided on an "as is" and "as available" basis.
• Xploon does not guarantee uninterrupted, timely, secure or error-free operation.
• Xploon does not guarantee that information on the Platform is complete, accurate or current.
• Xploon does not independently verify every Listing or property-related statement.
• Xploon does not guarantee the availability, pricing or suitability of any property.
• Xploon does not provide investment, financial, legal or property advice.
• Xploon does not guarantee that users will receive enquiries, leads, sales, purchases, rentals or other transactions.
• Xploon is not responsible for the conduct of developers, buyers, sellers, landlords, tenants, agents or other Platform users.
• Xploon is not a party to any property transaction concluded between Platform users.

Users should independently verify property information, permits, ownership, project registration, payment details and other material information before entering into any transaction.

11. Limitation of Liability

To the maximum extent permitted by applicable UAE law, Xploon shall not be liable for indirect, incidental, special, consequential or loss-of-profit damages arising from use of or inability to use the Platform.

Xploon shall not be responsible for losses arising from:

• Internet or telecommunications failures;
• Malware, viruses or cyberattacks;
• Third-party systems;
• Third-party links;
• User-generated Content;
• Incorrect information supplied by users;
• Property transactions;
• Developer conduct;
• Buyer or seller conduct; or
• Events beyond Xploon's reasonable control.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable UAE law.

12. Third-Party Links and Services

The Platform may contain links to third-party websites, applications or services.

Xploon does not control and is not responsible for third-party websites, their content, availability, privacy practices, accuracy or services.

Your use of third-party services is subject to the applicable third party's terms and policies.

13. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless Xploon, its affiliates, officers, employees and representatives from claims, losses, liabilities, damages, costs and expenses arising from:

• Your use of the Platform;
• Your breach of these Terms;
• Your Content;
• Your violation of applicable laws or regulations;
• Your infringement of third-party rights; or
• Your property transaction or dealings with another Platform user.

14. Governing Law and Dispute Resolution

These Terms shall be governed by the laws applicable in the United Arab Emirates.

Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration under the DIAC Arbitration Rules applicable at the time the arbitration is commenced.

Unless otherwise agreed:

• Seat of arbitration: Dubai International Financial Centre (DIFC)
• Language: English
• Tribunal: Three arbitrators

Nothing in this section prevents a party from seeking urgent interim or conservatory relief from a court of competent jurisdiction where permitted by applicable law.

15. General Provisions

• Section headings are for convenience only.
• If any provision is held invalid or unenforceable, the remaining provisions shall continue in effect.
• Failure to enforce a right shall not constitute a waiver of that right.
• You may not assign your rights or obligations under these Terms without Xploon's prior written consent.
• Xploon may assign or transfer its rights and obligations in connection with a merger, restructuring, sale, financing or transfer of the business or Platform.
• These Terms, together with any applicable additional terms, subscription agreement, Enterprise Agreement and policies incorporated by reference, constitute the agreement between you and Xploon regarding use of the Platform.
• Electronic acceptance, including clicking an acceptance button, creating an account or using the Platform after being presented with these Terms, may constitute acceptance to the extent permitted by applicable UAE law.

DEVELOPER TERMS & CONDITIONS

Advertise With Us - By creating a Developer Account, purchasing a subscription, uploading a Listing or otherwise using Xploon's developer services, you agree to these Developer Terms.

These Developer Terms form part of the Terms of Use.

Where there is a conflict between these Developer Terms and a separately signed Enterprise Agreement, the signed Enterprise Agreement shall prevail to the extent of the conflict.

1. Eligibility & Regulatory Compliance

By registering with Xploon, you represent and warrant that:

• You are a legally established and appropriately licensed developer, development company or authorised entity or sales representative.
• You hold all licences and approvals required for the activities you undertake.
• You have authority to market the projects and properties submitted to Xploon.
• You will comply with applicable UAE laws and regulations.
• For Dubai properties and projects, you will comply with applicable DLD and RERA requirements.
• All projects and properties submitted for advertising are legally approved and authorised for marketing.
• You will maintain all required permits, approvals, registrations and documentation.

Xploon may request:

• Trade licence;
• Developer licence;
• RERA/DLD documentation;
• Project registration documentation;
• Escrow documentation;
• Advertising permits;
• Marketing agreements;
• Authorisation letters; or
• Other documentation reasonably required for verification and compliance.

2. Account Registration

You agree to:

• Provide accurate and complete business information.
• Keep account information current.
• Keep login credentials secure.
• Permit access only to authorised personnel.
• Notify Xploon of unauthorised access.
• Ensure that persons using the account are authorised to act on behalf of the Developer.

Xploon may suspend verification or account access where information is incomplete, inaccurate or cannot reasonably be verified.

3. Subscription Plans, Payments & Renewal

The Platform operates on a paid SaaS subscription model.

• Subscription fees are billed in advance.
• Fees are exclusive of applicable VAT unless expressly stated otherwise.
• VAT invoices will be issued in accordance with applicable UAE tax requirements.
• Payments are non-refundable unless otherwise agreed in writing or required by applicable law.
• Failure to pay amounts when due may result in suspension of Listings, services or account access.
• Outstanding amounts remain payable notwithstanding suspension or termination.

3.1 Automatic Renewal — Standard Subscription Plans

Unless otherwise agreed in writing, all standard Developer subscription plans automatically renew for successive subscription periods of the same duration as the initial subscription term.

By creating a Developer Account and subscribing to a standard subscription plan, you authorise Xploon to continue the subscription and charge the applicable subscription fee for each renewal period.

The subscription will automatically renew unless the Developer provides written notice of non-renewal in accordance with the applicable cancellation requirements communicated by Xploon.

Any subscription fee properly due for a renewal period shall remain payable unless the subscription was cancelled before the applicable renewal date.

3.2 Enterprise Contracts

Enterprise subscriptions are governed by the specific Enterprise Agreement or contract signed between Xploon and the Developer.

Unless the signed Enterprise Agreement expressly states otherwise, an Enterprise Agreement:

• Begins on the commencement date specified in the signed agreement;
• Remains valid for the contractual term stated in that agreement; and
• Expires at the end of that contractual term.

An Enterprise Agreement shall not automatically renew unless the signed Enterprise Agreement expressly provides for automatic renewal or the parties subsequently agree in writing to renew or extend it.

In the event of a conflict between these Developer Terms and a signed Enterprise Agreement, the signed Enterprise Agreement shall prevail.

3.3 Changes to Subscription Fees

Xploon may change subscription fees applicable to future renewal periods by providing reasonable notice.

Any fee change shall apply only to the relevant future subscription or renewal period unless otherwise agreed in writing.

Fees already paid for the current subscription period shall not be increased retrospectively.

4. Listings & Marketing Compliance

The Developer is solely responsible for the accuracy, legality and regulatory compliance of all Listings submitted to Xploon.

The Developer must ensure that:

• Pricing is accurate and current.
• Unit availability is accurate and current.
• Payment plans are accurate.
• Project information is accurate.
• Sold and reserved units are promptly updated.
• Completion and handover information is accurate.
• Escrow information is accurate.
• Promotional claims are truthful and supportable.
• All required approvals and permits have been obtained.

The Developer must not:

• Advertise an unapproved project.
• Advertise a property or project without the required authority or approval.
• Misrepresent escrow status.
• Publish misleading ROI, rental-return or investment claims.
• Make guaranteed-return claims unless legally permitted and properly substantiated.
• Publish materially inaccurate pricing or availability.
• Use another party's trademarks without authorisation.
• Upload misleading or fraudulent documents.

Xploon may remove, suspend or reject any Listing that does not satisfy applicable requirements.

5. DLD, RERA & Real Estate Advertising Requirements

Where a Listing or advertisement is subject to Dubai real-estate advertising requirements, the Developer is responsible for obtaining and maintaining all required advertising permits, approvals and authorisations.

This includes compliance with applicable requirements relating to:

• DLD;
• RERA;
• Trakheesi;
• Advertising permits;
• Electronic real-estate advertising;
• Project registration;
• Escrow requirements;
• Advertising permit numbers;
• Madmoun/QR requirements where applicable; and
• Other applicable real-estate advertising requirements.

DLD expressly provides for permits covering electronic advertisements and real-estate promotion platforms, and states that developers must obtain the required permit to advertise real-estate projects.

Where an advertisement requires a permit number, QR code or other regulatory information, the Developer must provide Xploon with the correct information and ensure that it remains valid.

The Developer shall immediately notify Xploon if:

• A permit expires;
• A permit is suspended or cancelled;
• A project approval changes;
• An escrow status changes; or
• The Developer is no longer authorised to market a project or property.

Xploon may suspend or remove any Listing where the required regulatory documentation or permit is missing, expired, invalid or cannot reasonably be verified.

6. Escrow & Off-Plan Compliance

For off-plan projects, the Developer represents and warrants that:

• The project is properly registered where required.
• The applicable escrow account requirements have been satisfied.
• The project is legally authorised for marketing.
• Required advertising and marketing approvals have been obtained.
• Information regarding the escrow account is accurate.
• All applicable UAE and Dubai real-estate regulations are complied with.

The Developer acknowledges that Xploon is not the regulatory authority and does not replace DLD, RERA or any other competent authority.

Xploon may conduct reasonable checks but does not assume responsibility for independently verifying every regulatory requirement.

7. Lead Usage & Data Protection

The Developer shall comply with applicable UAE data-protection and privacy laws, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, where applicable.

The Developer shall:

• Use lead information only for legitimate purposes connected with the relevant property or service.
• Protect lead information against unauthorised access.
• Keep personal data secure.
• Respect applicable consent, notice and marketing requirements.
• Comply with applicable requirements concerning retention and deletion of personal data.

The Developer shall not:

• Sell lead data.
• Resell lead data.
• Distribute lead data to unauthorised third parties.
• Use lead data for unrelated purposes.
• Conduct unlawful direct marketing.
• Transfer or process personal data in violation of applicable UAE law.

The Developer acknowledges that Xploon does not guarantee any minimum number of leads, enquiries, sales, purchases, rentals or conversion rates.

8. Uploading Content

The provisions of Section 7 — Uploading Content to the Platform of these Terms of Use apply to all Developer Content.

In addition:

• The Developer retains ownership of its Content.
• The Developer grants Xploon the licence described in Section 7.
• The Developer confirms that it has the necessary rights and permissions to use all Content.
• The Developer remains responsible for the accuracy and legality of all Listing information.
• Xploon may use Developer Content to display and promote the Developer's projects and Listings.
• Xploon may remove Content that is inaccurate, unlawful, misleading, unauthorised or non-compliant.

The Developer acknowledges that Xploon may use Listing Content for marketing and promotional purposes without additional payment unless otherwise agreed in writing.

9. Intellectual Property

The Developer retains ownership of its Content and intellectual property.

The Developer grants Xploon the necessary licence to use, display, reproduce and distribute such Content in accordance with these Terms.

All Xploon:

• Software;
• Technology;
• Algorithms;
• Databases;
• Platform systems;
• Branding;
• Logos;
• Trademarks;
• Designs; and
• Other intellectual property

remain the exclusive property of Xploon or its licensors.

The Developer shall not copy, reverse engineer, reproduce, extract or commercially exploit Xploon's technology or database without prior written permission.

10. Xploon's Role

Xploon is a technology, marketing, advertising and SaaS platform.

Xploon is not:

• A real estate broker;
• A real estate agent;
• A property developer;
• A property advisor;
• A financial advisor;
• A party to property transactions; or
• Responsible for buyer qualification or transaction completion.

Xploon does not negotiate property transactions on behalf of Developers or buyers.

Any transaction, contract, payment, reservation, purchase, sale, lease or other arrangement is solely between the relevant parties.

11. Developer Responsibility

The Developer remains solely responsible for:

• Its projects;
• Its properties;
• Its licences;
• Its permits;
• Its advertising;
• Its Content;
• Its sales representatives;
• Its pricing;
• Its payment plans;
• Its customer communications;
• Its contracts;
• Its regulatory compliance; and
• Its transactions with buyers and other parties.

Nothing in these Terms transfers the Developer's legal or regulatory responsibilities to Xploon.

12. Suspension & Termination

Xploon may suspend, restrict or terminate an account or Listing where:

• Payment is overdue;
• The Developer breaches these Terms;
• The Developer provides false or misleading information;
• The Developer breaches applicable UAE laws or regulations;
• Required licences or permits are invalid or expired;
• A project is not authorised for advertising;
• The Developer publishes misleading advertising;
• The Developer infringes third-party rights;
• The Developer misuses Platform data;
• The Developer creates a security risk; or
• Xploon reasonably believes continued access may expose Xploon to legal, regulatory or reputational risk.

Upon termination or expiry:

• Active Listings may be removed.
• Platform access may be disabled.
• Outstanding fees remain payable.
• Xploon may retain Content as permitted under these Terms.
• Any rights or obligations that by their nature should survive termination shall continue.

13. No Guarantee of Results

Xploon does not guarantee:

• A minimum number of visitors;
• Leads;
• Enquiries;
• Sales;
• Purchases;
• Revenue;
• Return on advertising spend; or
• Any particular commercial result.

The Developer acknowledges that Platform performance may depend on market conditions, property pricing, project attractiveness, advertising demand, competition and other factors outside Xploon's control.

14. Indemnification

To the maximum extent permitted by applicable UAE law, the Developer agrees to indemnify and hold harmless Xploon, its affiliates, officers, employees and representatives against claims, losses, liabilities, damages, penalties, costs and expenses arising from:

• The Developer's Content;
• A Developer Listing;
• The Developer's breach of these Terms;
• Regulatory violations;
• Advertising violations;
• Intellectual-property infringement;
• Privacy or data-protection violations;
• Misleading or inaccurate information;
• Property transactions; or
• Acts or omissions of the Developer or its representatives.

15. Limitation of Liability

To the maximum extent permitted by applicable UAE law, Xploon shall not be liable for indirect, incidental, special, consequential or loss-of-profit damages arising from the Developer's use of the Platform.

Xploon shall not be responsible for:

• Loss of sales;
• Loss of revenue;
• Loss of anticipated profits;
• Loss of business opportunities;
• Loss resulting from incorrect Developer Content;
• Property transaction disputes;
• Buyer or seller conduct;
• Regulatory action arising from Developer conduct; or
• Third-party systems or services.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable UAE law.

16. Governing Law & Dispute Resolution

These Developer Terms shall be governed by the applicable laws of the United Arab Emirates.

Any dispute arising out of or in connection with these Developer Terms shall be finally resolved by arbitration under the DIAC Arbitration Rules applicable at the time the arbitration is commenced.

Unless otherwise agreed:

• Seat of arbitration: Dubai International Financial Centre (DIFC)
• Language: English
• Tribunal: Three arbitrators

Any urgent interim or conservatory relief may be sought from a court of competent jurisdiction where permitted by applicable law.

17. Amendments

Xploon may update these Developer Terms from time to time.

Updated terms will be published on the Platform.

Where required by applicable law or where a change materially affects an existing paid contractual relationship, Xploon will provide reasonable notice.

Continued use of the Platform after the effective date of revised terms constitutes acceptance of the revised terms to the extent permitted by applicable law.

18. Electronic Acceptance

By clicking "Create Developer Account", "Accept", "Subscribe", "Agree" or any equivalent acceptance button, or by otherwise accessing or using the Developer services after being provided with these Terms, the Developer confirms that:

• It has read and understood these Developer Terms;
• It accepts these Developer Terms;
• It is legally authorised to bind the relevant company or entity;
• It is legally authorised to market the projects and properties submitted to Xploon;
• The information provided to Xploon is accurate;
• It will comply with applicable UAE real-estate, advertising, data-protection and intellectual-property laws; and
• It agrees to pay all applicable subscription fees.

Electronic acceptance and electronic records may be relied upon to the extent permitted under applicable UAE law, including the UAE legislation governing electronic transactions and trust services.

19. Entire Agreement & General Provisions

These Terms, together with any applicable subscription order, Enterprise Agreement, invoice, quotation, Privacy Policy and other terms expressly incorporated by reference, constitute the agreement between the parties regarding the relevant services.

If any provision is held invalid or unenforceable, the remaining provisions shall remain effective.

No failure by Xploon to enforce any provision shall constitute a waiver.

The Developer may not assign its rights or obligations without Xploon's prior written consent.

Xploon may assign its rights and obligations in connection with a merger, restructuring, financing, sale or transfer of the Platform or business.

20. Contact

For questions regarding these Terms or Developer subscriptions:

Xploon FZ LLC
Dubai, United Arab Emirates
Email: info@xploon.com
Support: support@xploon.com
Website: www.xploon.com

Acknowledgement

By using the Platform or creating a Developer Account, you acknowledge that you have read, understood and agreed to these Terms of Use and Developer Terms & Conditions.