MASAHATI INTERNET ADVERTISING TERMS AND CONDITIONS (last updated --------------- , 2009)

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.

1. DEFINITIONS

“ Agreement” means this Masahati Advertising Terms and Conditions including any future amendments or modifications hereto
"Effective Date" means the date Customer executes the Initial Order Form.
"Fees" mean the fees paid by Customer for the right to post its Listing Content on Masahati's website that enables consumers to search for real estate listing information.
"Force Majeure Event" means a natural disaster, actions or decrees of governmental bodies or communications line failure which (i) hinders, delays or prevents a party in performing any of its obligations, and (ii) is beyond the control of, and without the fault or negligence of, such party, and (iii) by the exercise of reasonable diligence such party is unable to prevent or provide against.
"Listing Content" means text, data, multimedia content and images about real estate listed for sale or rent received from Customer for posting on the Masahati Website.
"Order Form" means an ordering document for Masahati products signed by Masahati and Customer or by Customer and an authorized Masahati partner. Each Order Form shall be subject to the terms and conditions hereof.
"Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes.
"Masahati Content" means all content accessible on Masahati's website other than the Listing Content.
"Masahati Technology" means any and all technology, hardware, software, programs, codes, processes, user interfaces and any other functionality contained in or on the Masahati's Website.
"Masahati Website or “our website” " means Masahati's website that contains a consumer search engine for real estate listings that enables consumers to (i) search for real estate listing information that is displayed on publicly accessible websites; and (ii) connect via hypertext links to the web sites of the real estate brokers and agents with whom the properties are listed, or, as permitted herein, to web sites owned or operated by real estate multiple listing services.

Services – may include any of the following or a combination thereof depending on the membership chosen:

• Process that will facilitate your uploading and managing your own property listings;
• Allow brand booster for agents who want to boost their brand exposure to all buyers and sellers by having their active property listings on the search results pages and on all property listings sent by e-mail alerts;
• online banner advertising and banner impressions run on our web site;
• having your properties featured on our web site;
• inclusion of your properties in e-mail alerts;
• your agency and logo listed in the ‘Find Agents’ section;
• website and banners design services; and
• Advertising for developers, agents, owners and others.
• Access to the property management system.
• Allow searchers to contact owners and agents directly via messages services or phone numbers provided by owners.

We", "Our", "Us" or Masahati refers to as “masahati.com” and its owners, related portals, subsidiaries, employees, officers, agents, affiliates or assigned parties.

"You”,” Your" or "the Client" - refers to you as the user of the our “ Services" (Website, In part or in Whole)

The following are the standard terms and conditions of services ("Terms and Conditions" or “TOS” ) that apply to your use of the Service which may be updated by us from time to time without notice to you and by accessing and using the our Services, you accept and agree to be bound by the terms and provision of the TOS. In addition, when using particular Masahati owned or operated services, you and shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. All such guidelines or rules (including but not limited to our Privacy Policy & Terms of Use) are hereby incorporated by reference into the TOS. We may also offer other services that are governed by different Terms of Service.

2. Client’s obligations

Client must:

• only advertise properties that are currently available for purchase or lease within the State of Kuwait or countries permitted by your subscription;
• be legally eligible to offer the property or services to which your use of the Service relates;
• Client's interactions with consumers viewing Listing Content on the Masahati Website, including without limitation any terms, conditions, warranties or representations associated with the Listing Content, is solely between the Client and such consumers
• Within 48 hours of conclusion of a sale or leasing transaction, either mark the property as "under contract", transfer to the property to the sold database or remove that property from the web site. When periodically requested by us to update your listings, you must transfer the property to the sold database, withdraw the listing or extend the listing for a further period. We may remove any property from the Service that is not transferred to the sold database, withdrawn or extended when requested;
• ensure that material you generate through use of the Service is not unlawful or for an improper purpose, including information that is defamatory, misleading or deceptive, in breach of copyright or would otherwise expose us to any liability, legal proceedings or other sanction;
• ensure that you do not make, arrange or authorize the insertion of any reference to Us or our web site in any document (including promotional or merchandising material) or on any web site other than our web site without our prior written consent;
• abide by any applicable rules and regulations related to electronic transactions and commerce;
• comply with any guidelines and codes issued by the relevant authorities or any other local departments concerned with real estate field;
• in your use of the Service, comply with all applicable laws;
• ensure that:
  • material submitted through the Service by you refers only to listing details of a particular property;
  • the listing details for a particular property through the Service are only listed by you (including any associated offices in your real estate group) once; and
  • any reference to material other than listing details for a property must receive our written approval prior to your submission
• ensure that no other person, authorized or otherwise, makes use of your subscription to the Service in breach of these terms and conditions; and
• not make any promotional or merchandising reference to us or our web site without our express written permission.
• You are solely responsibility for the accuracy, quality, integrity, legality, and reliability of all Listing Content. Masahati shall not be responsible or liable for any loss or damage of any sort incurred as the result of any dealings between Client and a consumer viewing Listing Content on the Masahati Website, or any loss or damage for any reason.

You acknowledge that:

• you have read and agree to be bound by the terms of all legal notices posted on the Site including our Terms Of Use, Privacy Policy, Disclaimer and Copyright notices;
• you represent and warrant that you are authorized to make available the material generated or submitted to make use of the Service and that you are acting under authority of the proprietors of all properties concerned. For the avoidance of doubt, you acknowledge that compliance with this provision i.e. the granting of authority by a proprietor of a property to multiple real estate offices:
  • does not entitle you to authorize any other person (including, without limitation, associated offices in your real estate group) to make use of the one subscription; and
  • Acknowledged that any such conduct is in breach of these terms and conditions.
• By using the Service, you grant us an irrevocable, world-wide, royalty free license to commercialize, copy, license to other persons, use and adapt for any purpose any material you generate or submit to make use of the Service and also a non-exclusive right to (i) display or deliver Client's Listing Content to consumers who visit the Masahati Website; (ii) extract Client's Listing Content from Client's website from a data feed provided by Client to Masahati; and (iii) permit operators of websites displaying real estate listing information, to include hypertext links to enable visitors to such sites to search and view Listing Content that appears on the Masahati Website.
• we are not under any obligation to monitor or censor the material generated by users of the Service that appears on our website, however we reserve the right to do so;
• In the event that you have a dispute with one or more other users, you hereby indemnify and hold harmless Masahati, its owners, officers, employees, agents and successors from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to any dispute between Client and a consumer viewing Listing Content on the Masahati Website.
• systems or technological failure may impede or prevent access to all or any part of the property data;
• you are responsible for and must pay the cost of all telecommunications and Internet access charges incurred when using our website, whether or not such access has been arranged by us;
• you are responsible for the security and integrity of your data;
• transmission of data over the Internet can be subject to errors and delays;
• we will contact you from time to time to make you aware of opportunities, products and services offered by us and our business partners. You authorize us to contact you via email, SMS, MMS and other electronic media for that purpose unless you explicitly request us not to contact you via these media.

3. Initial Term, Suspension or Termination of Service

Unless otherwise stated in the Order Form, this Agreement shall have an Initial Term of 1 months from the date of this Agreement. Following the expiry of the Initial Term or any renewal period, this Agreement shall continue on a month-to-month basis under the same Terms and Conditions, but at our "out of contract" rate unless:

• you provide us with 14 days' clear written notice of your intention not to continue the Agreement; or
• you renew this Agreement with Us ; or
• We choose not to continue providing you with all or part of the services ; or
• You have you account closed with us

Our "out of contract" rate is available upon request and will be higher than the rate applicable to fixed-term contracts. We may terminate this Agreement at anytime for any reason or no reason. Should you continue to use the Services following termination of the Agreement, you shall remain liable for any and all costs incurred by you. Without limiting our other rights, we may immediately suspend or temporarily remove details of any property uploaded by you to our web site or terminate this Agreement without further notice if:

• you fail to pay any fees or charges due to us by the due date;
• you breach any part of this Agreement and fail to rectify that breach within 1 days of our giving notice requiring rectification;
• any material supplied by you is false or misleading;
• you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or
• you died, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.
• For any reason or no reason

You must pay all outstanding amounts to us within 7 days of termination of this Agreement. You acknowledge and agree that termination of this Agreement pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Agreement and we reserve our right to enforce such obligations and liabilities in any event.

4. Packages, Fees and Billing

The current fees for the Service are specified in your Order Form. We offer a number of different packages that vary in terms of price and services included. You may subscribe to any of these packages but switching, or addition of special conditions to, packages is at our sole discretion. We reserve the right to amend the terms and conditions of this Agreement, including package components and fees, at any time. You will be given notice of any changes to our fees or package components. Our receipt of your monthly service fee payment following such notice will constitute acceptance of amended terms and conditions. Service fees for the initial month of using the Service are payable as at the date of this Agreement with the due date being 1 days from the date of this Agreement. Fees for subsequent months are payable in advance with the due date being 1 days from the commencement of any subsequent month by reference to the date of this Agreement. Except as expressly provided in this Agreement, upon payment, all payments made by Clients are non-refundable.

If we do not receive payment by the due date, we may:

• remove any reference or prevent access to property data submitted by you to the Site;
• charge an administration fee
• charge interest on any overdue amount at a rate equal to 2% per calendar month; and
• demand that you pay for any costs of collecting the overdue amount, including but not limited to collection of agency fees and legal fees.
• You will pay all taxes, duties and other government charges payable in connection with this Agreement whether applying as at the date of this Agreement or in the future.

5. Limitation of Liability and Indemnity

To the extent allowable under laws applicable in the State of Kuwait or any other appropriate jurisdiction we:

• exclude all conditions and warranties implied into the Agreement;
• exclude consequential, special or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);
• limit our liability for breach of any condition or warranty that we cannot exclude to the greater of (at our option):
• re providing the Service; or
• paying the cost of having the Service re providing; and
• Limit our liability in respect of any other claim in connection with the Agreement whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under this Agreement.

We will not be liable under this Agreement to the extent that liability is caused by:

• any breach of your obligations under this agreement; or
• any delay in performance or breach of the Agreement which arises as a result of any matter beyond our control including but not limited to viruses, other defects or failure of the server hosting our web site.

Except as expressly provided herein, the Masahati website is provided is provided on an "as is" or "as available" basis without any warranties of any kind, whether express, implied, statutory, or otherwise. Masahati hereby specifically disclaims all implied warranties, including any warranty of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law to the fullest extent permitted by law, Masahati disclaims any warranties for the security, reliability, timeliness, accuracy, and performance of the Masahati website.

You indemnify us and our owners, officers, employees and agents ("those indemnified") against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated by you in connection with the Service.

6. General

• We may change these Terms and Conditions at any time. You acknowledge that our publishing of the amended version of the Terms and Conditions at the relevant link on our website constitutes written notice to you of such changes.
• No delay or failure by us to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice our rights. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect
• A notice must be sent by e-mail, prepaid post or facsimile to your or our last known address.
• You must not assign the Agreement without our written consent.
• The Agreement (together with any documents referred to in the Agreement or provided by us at the same time as the Agreement) comprises the entire agreement. It supersedes all prior understandings, agreements or representations.
• This Agreement and the performance hereunder shall be construed, governed and interpreted in accordance with the laws of the State of Kuwait.
• You submit to the exclusive jurisdiction of the Courts of Kuwait.
• If any term of the Agreement is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected after termination of this Agreement.
• Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to a Force Majeure Event
• Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; and (ii) it shall comply with all other applicable laws in its performance hereunder.