Terms of Service

Welcome to Deallocker Ltd (“us”, “we”, or “our”) and https://deallocker.club (hereinafter referred to as “Deallocker” or "Website" ).

Deallocker operates an online marketplace that enables brokers and developers (“Deal Providers“) to secure terms for the entire capital stack - senior, second charge and equity (“Capital Stack“) in a single place.

We provide the professional investor community (“Investors“) with instant access to the latest verified investment opportunities (“Deals“, “Listings“). On the Website the Deal Providers and Investors are collectively known as users ("Users").

Deals are real estate investment assets or projects, often value-added in nature meaning the deal constitutes a real estate project to build, renovate or develop land or one or more properties. A Deal can require one or more sources of funding, including senior finance, second charge (mezzanine) finance and equity.

Deallocker is a trading style of Deallocker Ltd, which is not regulated by the Financial Conduct Authority (FCA). Registered in England & Wales, company number 15631661. Deallocker Ltd is a software company only. Our product is designed to be used by experienced property finance professionals only. Property development carries risk, including variables beyond the Borrowers control. A property development loan is debt and should be procured with caution.

Deallocker and its affiliates provide website features and other products and services to you when you visit deallocker.club and use Deallocker products or services (collectively “Deallocker Services“). Deallocker Services include the information, content, materials and products included on or otherwise made available to you by Deallocker and references to the Deallocker Services in these Terms include any or all of these. Deallocker provides the Deallocker Services to you subject to these Terms and by accessing the Website and using the Deallocker Services, you agree to be bound by and abide by them.

User Obligations

By using the Website you accept and agree to be bound and abide by these Terms and our Privacy Policy and our Cookies & Tracking Policy, incorporated herein by reference. Please read them carefully before using Deallocker Services. If you do not want to agree to these Terms, the Privacy Policy, or the Cookies & Tracking Policy, you must not access or use the Website.

You also agree to any additional terms specific to Deallocker Services you use (“Additional Terms,” together with the General Terms, the “Terms”), such as those listed below, which become part of your agreement with us.

Privacy

Please review our Privacy Policy and Cookies & Tracking Policy, which also govern your use of the Deallocker Services, to understand our practices. Deallocker will collect your personal information including your name, contact details, profile information (including profile photo) and site activity in our proprietary and third-party software. All personal information will be handled, used, maintained, and disclosed by Deallocker in accordance with all applicable privacy laws and data protection laws as well as our Privacy Policy which applies from time to time.

By using our Website and the Deallocker Services, you acknowledge and agree that we may use your personal information as set out in our Privacy Policy. This includes, but is not limited to browsing, profile information and site activity in our proprietary and third-party software to recommend and/or invite you to matched deals and investors.

User data remains anonymous to other users until an indicative offer is made between an Investor and a Deal Provider. Users can be either or both Investor or Deal Provider depending on how they use the platform. Where an indicative offer is made by an Investor, we may show your profile information including profile photo, name, email phone number and preferences to the other party. This is fundamental to the platforms function. No data will be shared with any other user where an indicative offer has not been made.

Unless separately agreed between you and another Deal Provider or Investor, you must not use their personal information for any other purpose. You warrant to Deallocker that you will comply with all privacy laws and data protection laws.

We reserve the right to share your data with the following third parties partners; Brickflow, Amiqus, Mandrill (Mailchimp), Stripe and Google. Save for Brickflow, where data is only shared when a User applies for senior finance, all other third party data is encrypted and only accessible by Deallocker.

Electronic Communication

When you use the Deallocker Services or send e-mails, text messages, or other communication from your desktop or mobile device to us, you are communicating with us electronically. We will communicate with you electronically in a variety of ways, such as by e-mail, text, or communication via our discussion forum. You consent to receive communications from us electronically and agree that communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.

Copyright and Other Rights

Deallocker

All content included in or made available by Deallocker, such as text, graphics, logos, button icons, images, video and audio clips, digital downloads and data compilations is the property of Deallocker and is protected by UK copyright and authors’ rights laws and (where applicable) database right laws.

Other than to the extent necessary to use the Deallocker Services for their permitted purposes and in accordance with these Terms, you may not copy, extract and/or re-utilize any content of Deallocker without our express written consent, including, without limitation, any Listings, descriptions, prices and account information. In particular, you may not utilize any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilization any substantial parts of the Deallocker Services or their content, without our express written consent. You may also not create and/or publish your own database that features substantial parts of the Deallocker Services or their content without our express written consent.

Deal Listings

Deal Providers on Deallocker must have permission to publish the content they’re Listing.

Dealing With Violations

If you believe there has been a violation of this policy, please refrain from posting a public comment about it. Such comments could potentially be libelous, and Deallocker cannot accept liability for them. Instead, your initial response should be to contact Deallocker directly through a private message. We will then attempt to rectify the situation, involving both parties in the discussion. Deallocker Support may have access to users' historical information, which could aid us in our investigation. Please note, if you are frequently the subject of complaints, we may be less inclined to favor your perspective. However, it's important to understand that Deallocker Support cannot conclusively determine content ownership. This is a matter best handled by the legal system.

Copyright Law

Various laws, including the Copyright, Designs and Patents Act 1988, govern content on Deallocker. These laws allow for a takedown notice to be filed with Deallocker, leading to the immediate removal of content. To do this, you must hold the copyright to the content in question and be prepared to assert this in a court of law. Please note that you may be liable for damages if any legal action ensues on either side of a dispute. We aim to avoid such situations. The response to a takedown notice varies from case to case. Typically, we disable the links to the disputed content and contact the users involved. In some cases, particularly with repeat offenders, we may suspend or ban users.

Trademarks

Graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Deallocker Services are trademarks of Deallocker. Deallocker’s trademarks may not be used in connection with any product or service that is not Deallocker’s, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits Deallocker. All other trademarks not owned by Deallocker that appear in the Deallocker Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Deallocker. You may not frame or use framing techniques to enclose any trademark or logo (including images and text) of Deallocker without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Deallocker’s names or trademarks without our express written consent.

Your Account

By registering and creating an account with Deallocker, you represent and warrant that you are over 18 years of age and you can form legally binding agreements under applicable law. If you are registering an account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity.

You are responsible for maintaining the confidentiality of your account and password. Except to the extent caused by our breach of these Terms, you are responsible for all activities that occur under your account regardless of whether the activities are authorized by you or undertaken by you. Deallocker is not responsible for unauthorized access to or use of your password or account. You should take all necessary steps to ensure that your password is kept confidential and secure and should inform us immediately if you have any reason to believe that your password has become known to anyone else, or if your password is being, or is likely to be used in an unauthorized manner. You must ensure that the details you provide to us are correct and complete and inform us of any changes. You can access and update certain information you have provided to us via your account dashboard.

If we have concerns with your account, or activity relating to your account, or if you are in breach of applicable laws or these Terms, we reserve the right to take action on your account in accordance with these Terms, including without limitation by (a) refusing service, (b) suspending or restricting access to your account, (c) terminating your account, or (d) removing or editing content you post using your account. The action we elect to take and any notice you may receive will vary depending on the Deallocker Services, the circumstances, and our assessment of relevant factors. In the event of suspected fraud, suspicion that Deallocker users are being deliberately misled and / or evidence of shill bidding or similar, an immediate ban will take place without recourse.

User and Deal Provider Identity and/or Business Verification

Any reference to a Deal Provider or Investor being “verified” indicates only that they have completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Deallocker about any user, including their identity, background or whether they are trustworthy, safe or suitable.

To access or use some of the Deallocker Services, you may be asked to provide proof of identity or other methods of identity verification, proof of legal entity ownership or any other information that Deallocker deems necessary to provide its Deallocker Services. You agree to provide Deallocker or any third party which provides goods or services to Deallocker with all identification documents (including but not limited to, copies of passports and/or government-issued driver’s license) which Deallocker requests from you from time to time for the purposes of verifying your identity.

Deallocker’s Role

Deallocker allows Deal Providers to list their capital requirements using the Deallocker Services. Deallocker does not own, create, sell, resell, provide, control, offer or deliver Listings or the assets contained therein. The Deal Provider is disclosed on the respective Listing page and only made available to Investors who have signed a Non-Disclosure Agreement (“NDA”) and made an indicative relating to the Deal Providers Listing. While Deallocker helps facilitate transactions that are carried out on the Website, Deallocker is not a Deal Provider or Investor in any transaction or any other transaction among users of the Services.

Deallocker provides a marketplace for Deal Providers and Investors to meet, negotiate and complete transactions. Accordingly, any contract agreed to by the Deal Providers and Investors regarding the Deal Providers deal Listing is solely between the Deal Provider and Investor. Deallocker is not a party to this contract and does not assume any responsibility arising out of or in connection with the contract and/or the transaction. Deallocker does not act as an agent. The Deal Provider is solely responsible for the Listing and the Investor is solely responsible for any investment.

By using the Services, users acknowledge that in the event of a dispute between a Deal Provider and Investor, Deallocker is not a party to any transaction among the parties and therefore will not participate in any such dispute.

Deallocker is not responsible for:

(a) the existence, quality, suitability of legality of a listed asset;

(b) the truth, accuracy or completeness of the information contained in a Listing;

(d) the performance or conduct of a Deal Provider or Investor or third-party on the Website; and/or

(e) the quality, suitability or ability of a third party which provides goods or services to Deallocker or to a Investor or Deal Provider.

Your decision to invest or lend to a listed asset shall be based solely on your own investigation and that of your legal, tax and other advisors. You accept sole responsibility for examining and investigating an asset and all information in a Listing. This includes, but is not limited to, associated liabilities, financial statements, tax returns and any other facts or information which may impact your decision to purchase that listed asset and the price you are willing to pay. You understand that Deallocker may display only a summary description of a listed asset.

Deallocker recommends all parties seek their own independent legal advice in relation to the documents.

User Rules

In order to protect our users and the integrity of the platform, Deallocker requires you to abide by the following rules.

• You may operate multiple user accounts on Deallocker.

• You may not attempt to bypass Deallocker by sending private offers to users.

• Bids and offers you make must be a genuine intention to proceed.

• You may not use the comments facility for the purpose of self-promotion or abuse.

• You must have the RIGHT to list the deal.

• You must be able to support any of the deal data with evidence.

• You must not intentionally withhold material information from an Investor.

• Must not contain Adult content.

• Must comply with copyright and trademark laws

• Overall, it must be legal and not breaking any criminal laws!

We have a zero-tolerance policy to any of the above infractions and breaking these can have serious implications to both your Listing and your user account. Listings breaching any rules may be corrected, suspended or removed.

Listing Rules

General Rules

You must not create a Listing for an investment, or upload content, which:

(a) is obscene, vulgar and/or deemed by Deallocker to be offensive;

(b) contains material which infringes the rights of a third party or which assists others to infringe the rights of a third party;

(d) Deallocker deems inappropriate or in breach of these Terms.

Sponsor Undertaking

In order to list on Deallocker the Sponsor (Deal Provider) agrees to provide an Undertaking of 1.5% of the Investor(s) committed investment. The amount covers Investors' legal and professional costs and is paid to the Investors legal counsel and deducted at completion. In the event that you or the Investor walks away from the deal, the Sponsor Undertaking will be repaid less any legal and professional fees incurred.

Valuation & Project Monitors Report

As part of the platform listing rules, all Deals posted on Deallocker must have a valuation report and project monitors report, covered at the expense of the Sponsor.

For mezzanine loans, the mezzanine lender will typically take reliance on the senior lenders valuation report, but can choose to appoint a different valuer at the cost of the Borrower. If they take reliance on the senior lenders valuer report, the valuer will charge an additional fee to the borrower to provide reliance to the mezzanine lender.

For equity deals, as the Investor will be an owner of the SPV which commissioned the valuation, there usually wouldn't be a requirement to have any additional reliance.

Platform Fees

For current fees, please see our Pricing Page.

Listing Credits

You will be charged credits when you make a Listing and advertise a capital requirement. Credits must be purchased in advance. You will find the credits and pricing in your User Profile. Credits are non-refundable.

Investor Credits

You will be charged credits when you make an indicative offer on a Deal. Credits must be purchased in advance. You will find the credits and pricing in your User Profile. Credits are non-refundable.

Platform Fee

Deal Providers

Deal Providers must pay a platform fee ("Platform Fee") to Deallocker when receiving investment from an Investor who made contact through Deallocker. This fee is a percentage of the funds raised and is non-negotiable and non-refundable. Deallocker reserves the right to change Platform Fees with notice, applying only to new indicative offers made post-change.

If a Platform Fee is owed by you to Deallocker, you must notify Deallocker as soon as is reasonably possible by way of telephone, email, writing or any other form of electronic communication. Failure to do so within 15 days of monies received by the Deal Provider from the Investor may result in administrative charges.

Deallocker frequently contacts the Deal Provider and Investors to enquire about the status of the investment and any transaction between the Deal Provider and Investor.

Investor

We do not charge a Platform Fee to Investors for self-managed Deals. With the self-managed service you only pay Credits to use the website, while Platform Fees are paid by the Deal Provider. For the independently advised service refer to Local Partner Service.

Platform Fee Collection from Deal Provider

Deallocker will send an invoice for the Platform Fee within 5 days of confirmation by the Deal Provider or its legal advisors that monies have been received by the Deal Provider from the Investor. The invoice will be sent by email to the contact details provided by the Deal Profile in their user profile. Invoices are payable within 30 days.

Platform Fee Dispute

A dispute may arise if an investor made an offer to your Deal prior to initiating contact on Deallocker. We will ask for dated proof of communication between you and the Investor to verify this and if its the case we will cancel any Platform Fee owed. Failure to do so is considered a breach of these terms.

Credits and Refunds

If Deallocker issues you a refund, that refund will be paid to you using the same payment method you used to pay Deallocker. Deallocker may refund an amount of paid by you if you are entitled to a refund in accordance with these Terms or Deallocker is required by law or considers that it is required by law to do so. Deallocker’s determination as to whether a refund is required is final and conclusive and may not be challenged by you.

Payment Processing

Deallocker is not an escrow service and does not hold property on behalf of any person. Deallocker is not a payment provider. For the purposes of facilitating a transaction, any and all payment processing services through or in connection with your use of the Deallocker Services are provided to you by one or more independent third-party service provider, as appropriate. You hereby consent and authorize Deallocker to share any information and payment instructions you provide with any third-party service provider(s). Deallocker does not store or save any credit card information or bank details provided by you.

VAT

The amounts shown above are excluding VAT. If VAT is applicable, it will be payable and charged at the prevailing rate on the amounts listed.

Local Partner Service

Investor

Deallocker offers you ("Investor") the option to choose between a self-managed and an managed service (the "Service"). The managed Service allows you to have your investment into Deals, through Deallocker, advised by independent real estate advisors from pre-investment through to exit of the deal. These advisors are known as our Local Partners. Through the Service, the you receive a dedicated and experienced partner to independently advise you.

You opt-in to the Service through the platform via individual Deal listings.

Deallocker works with multiple Local Partners. Local Partners are selected according to their sector or local knowledge. Local Partners are pre-assigned to Deals at the discretion of Deallocker. Only one Local Partner is assigned to any one Deal.

The minimum investment requirement per Investor advised under this Service is £250,000 (two hundred and fifty thousand) for equity investments and £400,000 (four hundred thousand) for second charge lending.

When opting for the Service, the you agree to have your contact information and Deal information are shared with the Local Partner when you opt into the Service. The data may include personal details such as name, company, email address, phone number, and indicative offer.

The Local Partner is responsible for maintaining their own adequate controls to protect the Investor's personal information. Deallocker is not liable for breaches of personal information data resulting from the Local Partner.

The Investor will also be provided with the contact details of the Local Partner including company name, relationship manager on record, phone number, email address, and website.

Following the introduction to the Local Partner by Deallocker, the Local Partner will advise you from pre-investment through the life of the Deal until the Deal exit/redemption.

You will enter a Professional Services Agreement (“PSA”) with the Local Partner. Deallocker is not part of the contractual relationship between you and the Local Partner. It is therefore the responsibility of the Investor and Local Partner to meet their contractual obligations under the PSA.

Deallocker will not directly monitor the Service or the PSA between the Local Partner and the Investor. However, Deallocker regularly and actively contacts Investors to receive feedback and maintain an ongoing relationship with the Investor from the beginning of a Service through to the completion of a Deal.

Deallocker will periodically and after Deal exit gather feedback from Investors that may be used to provide the Local Partner to improve the Service for our mutual benefit.

Should you have questions or complaints about your Service please contact us at:

hello@deallocker.club

Should you raise complaints about the Service, Deallocker will perform an investigation and do its best to remediate the situation for you. This first involves cooperation with you and the Local Partner to understand and identify the point of concern and compliance with the Service.

Deallocker may, as a last resort and at its sole discretion, introduce a new Local Partner to the you to take over the responsibilities until completion of the Deal.

Service Setup and Process

On starting the Service you will be introduced to the Local Partner and receive a Heads of Terms detailing the investment process and applicable fees for the Service. You are required to sign the Heads of Terms confirming your knowledge and acceptance of the fees paid to Deallocker and your Local Partner.

Following agreement, you agree to pay Deallocker a Setup fee to proceed. This includes the production of an Initial Summary Review report prepared by the Local Partner.

You are not agreeing to an investment commitment at this stage. Your offer is non-binding.

Should you proceed following the Initial Summary Review you must notify Deallocker and Local Partner of your commitment.

In the event that you or the Sponsor walks away from the deal, the Investor undertaking will be repaid to the Investor less any fees incurred by the Local Partner. Equally the Sponsors undertaking will be repaid less any legal costs incurred by the Investor(s) solicitors.

Once satisfied with the deal structure, summarised in the Sponsor's pre-cash call, as well as the legal review, you must confirm to the Local Partner that you will complete the transaction. Final contracts will be sent to Investors from their solicitors for electronic signing. Following signing of contracts you will be contractually obliged to send across the principle cash call to the (Investors') solicitor. You will be provided with a minimum of 1 week to send across funds.

For current fees, please see our Pricing Page.

Investor Service Fees

Setup Fee

A one time Setup Fee is due at the start of the Service following agreement with the Heads of Terms.

Investor Undertaking

Upon commitment the Investor Undertaking of is to be paid to Deallocker. This amount covers the Local Partners cost of the service to represent the Investor through to completion. Equally, the Sponsor contributes an Undertaking to the Investors. The amount covers Investors' legal and professional costs and is paid to your legal counsel and deducted at completion. In the event that you or the Sponsor walks away from the deal, the Investor undertaking will be repaid to the Investor less any fees incurred by the Local Partner.

Upfront Fee

On completion (investment) you (the Investor) agrees to the Deallocker Upfront Fee. This is deducted from your paid in capital.

Success Fee

For the duration of the life of the Deal the Investor pays no additional fee with a Success Fee, crystallized at Exit, calculated as a percentage of the Investors profit over a hurdle and paid to Deallocker. Deallocker shares this Success Fee with the Local Partner.

Deal Provider Service Fees

Sponsor Undertaking

In order to list on Deallocker the Sponsor (Deal Provider) agrees to provide an Undertaking of 1.5% of the Investor(s) committed investment. See Listing Rules.

Upfront Fee

On completion you (the Deal Provider or Sponsor) agrees to the Deallocker Upfront Fee. This is deducted from the paid-in capital at completion.

Management Fee / Retainer

For the duration of the life of the Deal the Sponsor bears the cost of the Local Partners retainer, typically a monthly fee, paid quarterly, and subject to negotiation.

Exit Fee

For mezzanine transactions an Exit Fee is payable by the Sponsor to the Local Partner. There are no Exit Fees for equity transactions.

Marketplace Circumvention

You must not circumvent Deallocker; if as a Deal Provider you accept an investment from an Investor who initiated an indicative offer through the platform, Deallocker is entitled to a Platform Fee.

Should you establish contact with an Investor on Deallocker and subsequently solicit a future investment, without listing on Deallocker, you will be bound to pay 100% of the calculated Platform Fee on the monies raised from the Investor on the subsequent Deal. This applies to any Deal within 36 months of the initial contact with the Investor on Deallocker. This is consistent with standard market practise.

Deallocker regularly and actively contacts Investors to follow up on transactions and gather feedback on this experience with the platform and Sponsors.

If Deallocker is unable to recover its Platform Fee from the Deal Provider, the Investor is liable to pay the Platform Fee.

Content

Dealocker is a marketplace platform and Deallocker Limited is software company only. The platform is not an invitation to buy or invest in any of the deals shown. Deals are published by Deal Providers and we bear no responsibility for the content of the deal Listings, nor have we have taken any steps to verify the accuracy of the deal information presented by deal providers. Investors must do their own due diligence and seek professional advice where necessary.

FInancial data and projections

Deallockers past performance and forecasts are not reliable indicators of future results and should not be solely relied upon. Forecasts are based on Deallocker's own internal calculations using information provided by the Deal Provider in the Listing and opinions and may change. Deallocker assumes no responsibility or liability for any errors or omissions in the content of this platform. The information contained in this site is provided on an "as is" basis with no guarantees of completeness, accuracy, usefulness or timeliness.

Due Diligence

Deallocker provides due diligence services and you can pay to acquire a due diligence report on a listed deal. While Deallocker strives to make the information in this report as accurate as possible, we make no claims, promises or guarantees about the accuracy, completeness or adequacy of the contents of this report, and expressly disclaim liability for errors and omissions in its contents. No warranty of any kind, implied, expressed or statutory including but not limited to the warranties of non-infringement of third party rights, title, merchantability of fitness for a particular purpose is given with respect to the contents in this report.

Furthermore, any information provided herein with regard to the listed asset is informational in nature. We are not a legal advisory or business advisory service and do not purport to tell or suggest which business decisions to make. You understand and acknowledge that there is a risk involved in investing. We assume no responsibility or liability for your investment. Factual statements within this report are made as of the data stated and are subject to change without notice.

All information is provided solely for educational purposes and you are encouraged to seek independent advice from a competent professional person if legal, financial, tax, or other expert assistance is required.

Reviews, comments and communications

You may post reviews, comments, and other content; send communications; and submit questions or other material, as long as the content is not:

(a) of a personal or solicitous nature,

(b) unrelated to a Listing,

(d) illegal, obscene, abusive, threatening, defamatory or an invasion of privacy,

(e) infringing of intellectual property rights, or

(f) injurious to third parties or objectionable.

You must not post or send any content that contains software viruses, or that comprises political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any such content or communication. We reserve the right (but not the obligation) to remove or edit any content at any time and for any reason in its sole and absolute discretion.

While comments and reviews are visible to other users, interactions and exchanges via the discussion forum are private as between individuals and accessible to Deallocker.

Confidential Information

In order to list capital requirements on Deallocker, you will be asked to provide certain non-public, proprietary information to Deallocker relating to the deal or asset/s you wish to list including, but not limited to (a) information expressly marked or disclosed as confidential by you; (b) financial, and/or other business information; (c) any and all details relating to your asset or business, if relevant and (d) any other information related to the listed deal (“Confidential Information”).

Deallocker agrees that it will treat your Confidential Information as confidential and not disclose Your Confidential Information until you make it publicly available to registered users and account holders by way of publishing the Listing.

The following components of Confidential Information will be available to registered users after an NDA has been agreed by both parties: Deal Provider logo, Deal Provider name, Deal Provider contact information, Deal address and postcode, Developer name, supporting deal documents.

Deallocker may disclose the Confidential Information to its employees, agents, Solicitors, accountants, officers, and directors (“Representatives”) in connection Deallocker’s services or (b) in the event that Deallocker is required to disclose any Confidential Information, and, when possible pursuant to statutory or regulatory authority, Deallocker will provide you with prompt written notice so that you may seek a protective order or waive compliance by Deallocker with these Terms. If, in the absence of a protective order or the receipt of a waiver hereunder, Deallocker is nonetheless, on the advice of its counsel, legally required to disclose your Confidential Information, Deallocker may disclose such information without liability hereunder.

Intellectual Property Rights

You are responsible for your content and you represent and warrant that you own or otherwise control all of the rights to the content and material that you post and that, as at the date that the content or material is posted it: (i) is accurate; (ii) complies with these Terms and (iii) does not breach any applicable laws.

If you post content or submit material, and unless we indicate otherwise, you grant Deallocker a non-exclusive, royalty-free and fully sublicensable and transferable rights to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media;

You agree that the rights you grant above are irrevocable during the entire period of protection of your intellectual property rights associated with such content and material. To the extent permitted by law, as applicable, you: (i) consent to any infringement of; and (ii) agree to waive, any right you have to be identified as the author of such content and any right you have to object to derogatory treatment of such content. You agree to perform all further acts necessary to perfect any of the above rights granted by you to Deallocker, at our request.

Deallocker’s name and all related names, logos, product and services names, designs and slogans are trademarks of the Company or its affiliates or licensors and you must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks or their respective owners.

You agree to indemnify Deallocker for all claims brought by a third party against Deallocker arising out of or in connection with the content and material you supply except to the extent that any liability arises from our failure to remove the content or material.

Third Party Links

The Website may contain links to third-party websites or resources that we don’t own or control (for example, links to Facebook, Twitter, and Pinterest or Google Analytics). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use and privacy policies. Deallocker is not a party to those agreements — they are solely between you and the third party.

Prohibited Activities

You may not use the Deallocker Services:

(a) in any way that causes, or is likely to cause, any Deallocker Service, or any access to it to be interrupted, damaged or impaired in any way

(b) in any way that may interfere with or harm any other user of the Deallocker Services;

(d) in any manner that is not permitted under these Terms.

Disclaimer & Liability

Unless otherwise specified in writing, Deallocker disclaims, and does not make, any representation or warranty of any kind in respect of the Deallocker Services including without limitation any representation or warranty,

(a) that they are free of viruses or other harmful components;

(b) that your use of the Deallocker Services will be uninterrupted or error-free; or

Deallocker will not be responsible for:

(a) losses arising from the unavailability of, or your inability to use the Deallocker Services

(b) losses that are not directly caused by any breach on our part;

(c) any business loss, loss of sales, profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure;

(d) any indirect or consequential losses;

(e) any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

For any other loss relating to the Deallocker Services, we limit our liability to the amount you have paid to us for the relevant Deallocker Services.

Nothing in these conditions is intended to:

(a) override any express commitments Deallocker gives to you with respect to the Deallocker Services (for example, the provision of a refund in certain circumstances) or

To the fullest extent provided by law, deallocker will not be liable for any loss or damage caused by any technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the website or any services or items obtained through the website or to your downloading of any material posted on it, or any website linked to it.

To the fullest extent provided by law, in no event will the company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the website, any websites linked to it, any content on the website or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

Indemnity

You agree to indemnify and hold Deallocker and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:

(a) your use of the Website, Deallocker Services or assets obtained as a result;

(b) your breach or violation of any of these Terms;

(d) your violation of the rights of any third party, including another Deal Provider or Investor.

You agree to hold Deallocker, its principals, officers, directors, brokers, agents, servants, employees and assigns harmless from any misrepresentations made by you.

Assignment

Deallocker may assign its rights and novate or transfer obligations that arise under these Terms. You must not assign, novate or otherwise transfer your rights or obligations under these Terms without the prior written consent of Deallocker (which may be withheld).

Waiver

A provision of or a right created under these Terms may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies in these Terms are cumulative with and not exclusive of any rights, powers or remedies provided independently.

Entire Agreement

These Terms supersedes all prior representations, arrangements, understandings, and agreements between the parties relating to the subject matter and sets forth the entire and exclusive agreement and understanding between the parties.

Amendments and Access

We reserve the right to make changes to our website, these Terms, our policies, and our Listings at any time in our sole discretion by posting the changes on our website. Your continued access to or use of the Website and Deallocker Services following the posting of revised Terms will constitute acceptance of the revised Terms.

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable for any reason all or part of the Website or Deallocker Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website or the entire Website to users, including registered users.

Severability

If any of these Terms are judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other term to the intent that the invalid or unenforceable term will be treated as severed from the Terms.