These Website Terms of Use (“Terms of Use”) are applicable to the websites of Jamaica Property Exchange Network Limited, and its affiliates and subsidiaries (collectively, “we”, “us”, “our”, “JPEN”, or the “Company”), including www.JPENWEB.com and any other website where these Terms of Use are posted (“Websites”). In addition to the Websites, these Terms of Use are also applicable to all JPEN tools, documents, applications (including mobile applications), and other services. Collectively, we call all of these Websites, tools, and applications “Services.” Please read this document carefully as it is a legally binding agreement between you and your heirs and representatives (collectively, “you”), and JPEN.

We’ve included some annotations below certain sections that are not part of the agreement itself, but are intended to highlight important points and help you follow the text.)

1. ACCEPTING THE TERMS OF USE AND CHANGES TO THE TERMS OF USE

By accessing or using the Services, you are agreeing to these Terms of Use and entering into a legally binding agreement with us. If you do not agree to the Terms of Use, including the binding arbitration clause and class action waiver contained in Section 13 below, you may not use the Services or create an account.

As our business grows and improves, we may from time to time change these Terms of Use and will post a revised copy on this page. We encourage you to check regularly for any updates. If we make any material changes to these Terms of Use, we will notify you via email or on the Services as appropriate. Otherwise, your continued use of the Services following such changes will constitute your acceptance of the new terms.

By using the Services, you are agreeing to be legally bound by this agreement, including the binding arbitration clause contained below. We may make changes to this agreement from time to time, so be sure to check this page regularly.

2. ELIGIBILITY AND REGISTRATION

You must be at least 18 years old or, if in your jurisdiction the age of majority is above 18 years old, you must be above the age of majority in your jurisdiction, to use the Services. You may choose to create an account and provide certain information, including a valid email address and a password. If you want to participate in or make an offer in connection with an auction, purchase or sale, or participate in any marketing event, you will have to register with us. You agree to provide accurate and truthful information and to keep it accurate and updated. It is your responsibility to maintain the confidentiality and security of your information, and you agree to notify us if there has been any unauthorized use of your information. You may not share your password with unaffiliated third parties. You are fully responsible for all uses of your password, account and username, or registration, whether by you or others. We are authorized to act on instructions received through use of your account or registration, and are not liable for any loss or damage arising from your failure to comply with this Section. By providing your information, you consent to us contacting you about your interest in us or the Services by email, phone, or through any other contact information you have chosen to provide. For more details, see Section 15.B. below. You may opt out of marketing by following the instructions in our Privacy Statement.

The Services are not intended for users under the age of 18, so you MUST be 18 to use them. If you create an account or register, it is important to keep your information accurate and up to date so that we can contact you with information about the Services. You are responsible for your own account and registration. If you ever forget your password, or believe that someone has accessed your account without your permission, it is important to contact us so that we can assist.

3. INTELLECTUAL PROPERTY

All parts of the Services, including the selection, compilation, arrangement, and presentation of all materials and the Websites, tools, and applications, are copyrighted by us or our licensors and content suppliers, and are protected by U.S. and international laws. You agree to abide by all applicable copyright laws, as well as copyright notices or restrictions posted on the Services, and you acknowledge that use of any content of the Services without our express prior written permission is strictly prohibited.

You may not use any of our trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with you, unless you have our written consent, and you acknowledge that you have no ownership rights in or to any of such items.

You may not frame the Websites. You may link to the Websites, provided that you acknowledge and agree that you will not link the Websites to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights.

The content on the Services is copyrighted. You may use the content, but you may not alter it or change any copyright notices without our permission. You may not use your own web design skills to put “frames” around our Websites and pretend they are yours. You also can’t link to our Websites from websites that contain content we would find objectionable.

4. YOUR LICENSE TO USE THE SERVICES

The Services are owned exclusively by us. However, we grant you a limited, non-exclusive, non-transferable license to access and use the Services only as expressly permitted in the Terms of Use. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms of Use. Any violation by you of these license provisions may result in the immediate termination of your right to use the Services. We reserve all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.

We own the Services, but allow you to use them only in accordance with the Terms of Use. If you don’t follow those rules, we may terminate your right to use the Services.

5. SERVICE RULES

There are a number of rules you must follow to use the Services. You agree not to use the Services in any way that:

• Violates these Terms of Use;
• Allows you to scrape, monitor, or copy any part of the Services in an automated way, using any robot, scraper, or other method of access other than manually accessing the publicly-available portions of the Services;
• Violates the restrictions in any robot exclusion headers of the Services, or bypasses or circumvents other measures to prevent or limit access to the Services;
• Creates any derivative works from the Services;
• Competes with our business or impacts our revenue;
• Impairs our computer systems or transmits software viruses, worms, or other harmful files;
• Interferes with any other party’s use and enjoyment of the Services;
• Attempts to gain unauthorized access to the Services;
• Uses any part of the Services in unsolicited mailings or spam material;
• Violates any third party’s rights, including copyright, trademark, privacy rights, or any other intellectual property or proprietary right;
• Threatens, stalks, harms, or harasses others, misleads or deceives others, promotes bigotry or discrimination, defames others, or is otherwise objectionable; solicits personal information, promotes illegal substances, or submits or transmits pornography; or
• Violates any laws.

To use the Services, you have to follow our rules. The rules above are designed to keep the Services safe and enjoyable for all users.

6. YOUR CONTENT AND SUBMISSIONS

You are solely responsible for all content that you post, publish, transmit, upload, distribute or otherwise make available or submit to or through the Services (collectively, “Submissions”). Your Submissions may be identified by your actual name and/or your username. You acknowledge that once published, you cannot withdraw such Submissions. Unless we indicate otherwise, you grant us, our subsidiaries, and affiliates a nonexclusive, transferrable, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display any Submissions throughout the world in any form.

You represent and warrant that you own or otherwise control all of the rights to your Submissions and that your Submissions will not violate the Terms of Use or cause injury to any other person or entity. We take no responsibility and assume no liability for any material, content, opinion, recommendation, or advice provided by you in your Submissions or by any third party. We have no obligation to post any of your Submissions, and reserve the right to post our own versions of that content (including, but not limited to, photos of properties or property descriptions) instead of yours in our sole discretion.

You assign us the right to pursue enforcement of copyright and other intellectual property claims against third parties that have, without authorization, and in violation of the Terms of Use, scraped, copied, or distributed content from your Submissions and for which you have not granted such third parties a separate license to use.

Please review our Privacy Statement prior to making any Submissions. If you do not agree with our Privacy Statement, you may not make any Submissions.

In addition to complying with the rules specified in these Terms of Use, you agree to comply with the following rules when making any Submissions. This list is not meant to be exhaustive, and we reserve the right to determine what types of conduct we consider to be inappropriate use of the Services. In the case of inappropriate use, we may take such measures as we determine appropriate, in our sole discretion. By way of example, and not as limitation, you agree to abide by the following rules when making any Submissions:

• You will remain polite and civil to other users, even if you disagree with content that you come across through your use of the Services;
• Your Submissions will not be off topic or contain promotions of or solicitations for other products, services or fundraising activities;
• Your Submissions will not infringe or violate our rights or the rights of a third party;
• You will not impersonate anyone else, misrepresent your identity or affiliation, or make Submissions from fake or anonymous profiles;
• You agree that we are not liable for Submissions made by you or others;
• You agree that we have the right to remove or edit any content and any Submissions in our sole discretion;
• Your Submissions will not consist of any inappropriate content, including without limitation personal attacks, offensive remarks, obscenities or any language that we consider foul, vulgar or fraudulent;
• Your Submissions will not contain images of any person, unless you have received their permission, or the permission of their parent or guardian if the person is under the age of 18 or unable to provide consent for any reason;
• You will not share viruses or files that have the capability of causing damage to another’s computer;
• You agree that we have the right to delete, modify or remove any Submissions, at any time in our sole discretion and that you are solely responsible to backup any such content; and
• You agree that when you use the Services you do so at your own risk and that you understand that Submissions that you see may not be accurate. While we may monitor Submissions, we are under no obligation to do so.

You are responsible for anything you submit to the Services and agree that we do not have to post or keep posted anything you provide. Once you post information on the Internet, it is not always possible to remove, especially if multiple copies exist. When you upload content to the Services, you’re giving us permission to make it available in a variety of different ways (for example, in promotional materials). If a third party uses content you provided in a way that violates these Terms of Use, you agree that we can take legal action against the third party. All Submissions must comply with our rules.

7. REPORTING COPYRIGHT INFRINGEMENT

We have adopted and reasonably implemented a policy that provides for the termination in appropriate circumstances of subscribers and account holders of our Services who are repeat copyright infringers. If you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, you may provide our Copyright Agent with a written DMCA Notice of Alleged Infringement (“Notice”). You must do all of the following in your written Notice for it to be valid:

1. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify the material that you claim is infringing (or to be the subject of infringing activity) and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, including (if the Content is on our website) the URL of the link shown on the website where such material may be found.
3. Include your mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice (if these statements are untrue, you cannot submit the Notice):
   “I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “The information in this Notice is accurate and, under penalty of perjury, I affirm that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
5. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to Company’s Copyright Agent at copyright@jpenweb.com

To be valid, a Notice must be in writing and must follow the instructions above.

Use exactly the procedure described here to notify us of alleged copyright infringement on the Services.

8. DISCLAIMER OF WARRANTIES

YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT ALL INFORMATION CONTAINED IN THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND THAT WE DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. We make no representations or guarantees that the Services are compatible with your equipment or that the Services, or that any electronic communications sent by us or our affiliates, are error-free or will be free from loss, destruction, damage, interruption, corruption, attack, viruses, worms, or other harmful, invasive, or corrupted files, interference, hacking, or other security intrusion, and we disclaim any liability relating thereto. You agree that we have the right to change the content or technical specifications of any aspect of the Services at any time in our sole discretion. You further agree that such changes may result in your being unable to access the Services.

We make no guarantees, representations, or warranties that the Services or information available through the Services, or that the use of or result of the use of the Services, will be accurate, reliable, complete, current, uninterrupted, or without errors. Any documents, pictures, or other information available on the Services are for informational purposes only, and may not represent the current condition of a property or the condition of the property at the time of sale. The posting of pictures on the Services does not constitute a guarantee that any items represented in the pictures will be present when a buyer takes possession of a property. You are encouraged to conduct your own due diligence and investigate all matters relating to any properties. It is recommended that you seek independent advice, including legal advice, to perform your due diligence and that you use good faith efforts in determining that the content of all information provided to or obtained by you is accurate.

You understand and acknowledge that the information provided through the Services is subject to change. You should check back frequently for updated information as to the assets available, auction or other marketing events, times and locations, relevant terms, and other matters which may be made available by us or our clients.

Some of the available content, services, and information may include materials that belong to or that are submitted by third parties. You acknowledge that we assume no responsibility for such content, services, or information. You acknowledge that such third party content, services and information may have additional terms of use that must be agreed to either prior to or upon accessing and that by accessing such content, services and information you agree to all such additional terms of use. The content of other websites, services, goods, or advertisements that may be linked to or from the Services is not maintained or controlled by us. We do not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Services; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, or goods, that may be linked to or from the Services; or (c) make any endorsement of any other websites, services, or goods that may be linked to or from the Services.

You understand and acknowledge that you are capable of evaluating the merits and risks of purchasing a property using the Services, and are able to bear any such risks. You also acknowledge that you have consulted with, had the opportunity to consult with, or waive the right to consult with, legal and tax professionals relating to the legal and tax consequences of any documents used in connection with the Services.

You use the Services at your own risk and what you see is what you get. There are many parts of the Services that we do not control or assume responsibility for. For example, we don’t check the accuracy of content on the Services, so use it at your own risk. In particular, YOU are responsible for performing your own diligence on properties marketed on the Services and you agree not to rely solely on the information available on the Services in making decisions about these properties.

9. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OUR SUBSIDIARIES, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICES, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE IN CONNECTION WITH YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU. TO THE EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICES FOR DAMAGES, WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO ACCESS THE SERVICES OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

Unless a state law provides otherwise, we are not liable to you for any issues arising out of your use of or inability to use the Services, and in no case will we be liable for any damages that exceed the amount you paid to access the Services, if any, or $100, whichever is greater.

10. INDEMNITY

You agree to indemnify, defend, and hold us, our subsidiaries, and affiliates harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (i) your access to or use of the Services; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iii) the content of your Submissions; or (iv) your breach of the Terms of Use. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate in such defense. You agree not to settle any matter in which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

You agree to defend and hold us harmless against claims and damages caused by your use of the Services or violation of the Terms of Use.

11. PRIVACY STATEMENT

Our use of your information is governed at all times by our Privacy Statement. Our Privacy Statement explains our practices relating to the collection and use of your information in connection with the Services, and is incorporated into these Terms of Use. By using the Services, you consent to the collection and use of your information as set forth in the Privacy Statement.

In addition to this agreement, your use of the Services is subject to our Privacy Statement. This document is important, as it governs how we can use your personal and other information.

12. TERMINATION OR STOPPING USE OF THE SERVICES

You can stop using the Services at any time and for any reason.

Without prior notice, we may revoke your registration, suspend your ability to use certain parts of the Services, and/or terminate your access to the Services at any time in our discretion. We may also modify, suspend, or discontinue the Services.

If you breach or threaten to breach any provision of these Terms of Use, in addition to terminating your right to use the Services, we shall be entitled to seek injunctive relief to enforce the provisions hereof, but nothing herein shall preclude us from pursuing any action or other remedy for breach or threatened breach of these Terms of Use. If we prevail in such action, we shall be entitled to recover from you all reasonable costs, expenses, and attorneys’ fees incurred in connection therewith.

In order to protect the Services, we reserve the right at any time to block users from certain IP addresses from accessing and using the Services. We may also request that you stop accessing or permanently destroy certain content or information available through the Services.

You can stop using the Services at any time, and we have the discretion to discontinue or change the Services, as well as to control who can use the Services. If you violate the Terms of Use, we have the right to seek enforcement of the provisions of the Terms of Use and can also pursue other actions against you that we deem necessary, at your expense.

13. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

Please read this section carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims. By using the Services, you irrevocably agree: (a) to waive all rights to trial in a court before a judge or jury on any claim, action or dispute with us or relating in any way to your use of the Services or the interpretation, applicability, enforceability or formation of these Terms of Use including, but not limited to, any claim that all or any part of this agreement is void or voidable (“Claims”); (b) that all Claims will be determined exclusively by final and binding arbitration in Kingston, Jamaica before one arbitrator; and (c) that the arbitrator will not have the authority to consolidate the Claims of other users of the Services (“Users”) and will not have the authority to fashion a proceeding as a class or collective action or to award relief to a group or class of Users in one arbitration proceeding.

The arbitration shall be administered by JAIAC pursuant to its Fast Track Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of Jamaica. All parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Claims. However, nothing in this section shall prevent us from enforcing our intellectual property rights and/or remedy unfair competition, misappropriation of trade secrets, unauthorized access, fraud or computer fraud, and/or industrial espionage in court.

Judgment on any arbitration award may be entered in any court having jurisdiction. In any arbitration arising out of or related to these Terms of Use, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator determines a party to be a prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

It is very important that you read and understand this entire section. This section explains that by using the Services, you are agreeing to resolve any dispute related to the Services or these Terms of Use through binding arbitration, and you are giving up your right to resolve disputes in front of a judge or jury. You are also agreeing to arbitrate your claims individually, and not as part of a class action.

14. SERVICES AUDITING AND MONITORING

We reserve the right to audit and monitor (manually or through automated means) the use of the Services to ensure compliance with the Terms of Use and to maintain and improve the provision of the Services. We also may, but are not required to, monitor the content on the Services using manual review or technical measures to screen, block, filter, edit or remove content. We may terminate or suspend users’ accounts or delete, edit or remove content that we, in our sole discretion, deem illegal, offensive, abusive, in violation of the Terms of Use or our other policies, or otherwise inappropriate or unacceptable. All enforcement determinations are made in our sole discretion, and we will not incur any liability or responsibility if we choose to remove or delete any content.

You acknowledge, consent, and agree that we may access, preserve, and disclose information about your use of the Services, including your communications and content you submit, if required to do so by law or in a good faith believe that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the Terms of Use; (iii) respond to claims that any content you submit violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of us, our users and the public.

We are able at any time to monitor the use of the Services and the content available on the Services. You agree that we may disclose information obtained through the Services in response to a legal request or as required by law. We can also make decisions to change or remove content, or suspend use of the Services, based on content submitted or available on the Services.

15. GENERAL TERMS

1. Force Majeure. No party shall be liable to the other for any default resulting from force majeure, which includes any circumstances beyond the reasonable control of the parties.
2. Notices and Electronic Communications. We may provide you with notices, including those regarding changes to the Terms of Use by email, regular mail, telephone or communications though the Services. When you use the Services, you consent to receive communications from us electronically and through each of the foregoing methods. By engaging in any telephone conversation with our agents or employees, you consent to our recording such telephone call. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store electronic communications such that they remain accessible to you in an unchanged form.
3. Compliance with Applicable Laws: The Services are controlled within Jamaica and directed to persons residing in Jamaica. We do not represent that the materials in the Services are appropriate or available for use in any particular location. Those who choose to access the Services do so on their own initiative and are responsible for compliance with all applicable laws. We reserve the right to limit the availability of the Services to any person, geographic area or jurisdiction at any time in our sole discretion. You represent and warrant that: (a) you are not located in a country subject to trade sanctions or economic embargoes under the laws of the United States of America (“US Sanctioned Countries”); (b) none of you, your affiliates, members, directors or other equity owners (excluding holders of publicly traded shares), and none of their principal officers and employees are (i) listed on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx) (an “OFAC Listed Person”), (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any OFAC Listed Person or US Sanctioned Country, or (iii) otherwise blocked, subject to sanctions under or engaged in any activity in violation of other U.S. economic sanctions; and (c) none of you, your affiliates, members, directors or other equity owners (excluding holders of publicly traded shares), and none of their principal officers and employees are in violation of (i) any applicable anti-money laundering laws, including those contained in the Bank Secrecy Act; (ii) any applicable economic sanctions laws administered by OFAC of the U.S. Department of State; or (iii) any applicable anti-drug trafficking, anti-terrorism, or anti-corruption laws, civil or criminal.
4. Miscellaneous. You acknowledge that these Terms of Use, any other policies or terms incorporated herein, either in their entirety or by explicit reference, and any other terms and conditions on the Services, constitute the entire agreement between you and us and govern your use of the Services. If any provision of the Terms of Use is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible by law, and the other provisions of the Terms of Use will remain in force. Our failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing. You may not assign the Terms of Use or the rights hereunder without our prior written consent. We may assign the Terms of Use and delegate certain responsibilities, obligations, and duties under or in connection with the Terms of Use in our sole discretion.

These are all the general legal terms that govern your use of the Services.

These Terms of Use were last updated XXXXXXXXX