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Terms and Conditions for Masterkey

1. Introduction

Welcome to Masterkey, an iOS application designed exclusively for facilitating housing swaps and real estate transactions in New York City. This application is operated by Dabudage LLC ("Developer", "we", "us", or "our"). By using Masterkey, you accept and agree to be bound by the terms and provisions of this agreement ("Terms"). These Terms may be modified from time to time for any reason. We will provide notice of significant changes by updating the date at the top of the Terms and, where feasible, by email or in-app notification. Your continued use of this app after any changes constitutes your acceptance of the new Terms. If you do not agree to abide by these Terms, please refrain from using Masterkey. Additionally, please note that your use of this app is also subject to our Privacy Policy.

No Brokerage Services

Masterkey and Dabudage LLC do not provide real estate brokerage services. We are not real estate brokers or agents, and we do not engage in real estate brokerage activities. Our services are limited to providing a platform for users to communicate and potentially enter into agreements independently. Any agreements or transactions are solely between the users involved.

2. Acknowledgement

You acknowledge that this End-User License Agreement ("EULA") is concluded between you and Dabudage LLC only, and not with Apple Inc. ("Apple"). Dabudage LLC, not Apple, is solely responsible for the Masterkey application and its content. This EULA does not provide for usage rules for Masterkey that are in conflict with the Apple Media Services Terms and Conditions.

3. Scope of License

The license granted to you for Masterkey is limited to a non-transferable license to use the application on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions. This license allows you to access and use Masterkey on other accounts associated with the purchaser via Family Sharing or volume purchasing.

4. Maintenance and Support

Dabudage LLC is solely responsible for providing any maintenance and support services with respect to Masterkey, as specified in this EULA or as required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to Masterkey.

5. Warranty

Dabudage LLC is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of Masterkey to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for Masterkey to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to Masterkey, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Dabudage LLC's sole responsibility.

6. Product Claims

You acknowledge that Dabudage LLC, not Apple, is responsible for addressing any claims you or any third party may have relating to Masterkey or your possession and/or use of Masterkey, including, but not limited to: (i) product liability claims; (ii) any claim that Masterkey fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, including in connection with Masterkey's use of the HealthKit and HomeKit frameworks, if applicable.

7. Intellectual Property Rights

You acknowledge that, in the event of any third-party claim that Masterkey or your possession and use of Masterkey infringes that third party's intellectual property rights, Dabudage LLC, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

8. Legal Compliance

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

9. Developer Contact Information

For any questions, complaints, or claims regarding Masterkey, please contact:

Dabudage LLC 247 West Broadway, New York, NY 10013 Email: support@Masterkey.com Phone: (831) 435-6036

10. Third Party Terms of Agreement

You must comply with applicable third-party terms of agreement when using Masterkey, such as your wireless data service agreement.

11. Third Party Beneficiary

You acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of this EULA, and that, upon your acceptance of the terms and conditions of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third-party beneficiary thereof.

12. User Engagement

You must only use Masterkey with the sole intent of arranging a housing swap or real estate transaction. Contacting other users for any purpose other than to arrange a swap or transaction is strictly prohibited. Under no conditions should you spam or harass other users.

13. Account Registration and Security

By using Masterkey, you agree to register and log in to your account exclusively via Google or Apple authentication methods. This ensures a secure and streamlined login process, leveraging the security measures provided by these platforms. You must be 18 years old or older to use this app. It is your responsibility to keep your account secure and to prevent unauthorized access. You must not share your login credentials with anyone. You should not use this app for any illegal or unauthorized purpose.

14. Use of the Services; Restrictions

A. Use of the Services

As long as you comply with these Terms of Use, we grant you a non-exclusive, limited, revocable, personal, non-transferable license to use the Services, and to download and use any App on your mobile device in object code form, for your personal use. If you are a real estate or mortgage professional acting in your professional capacity, you may additionally use the Services to provide information, to the extent permitted by applicable law, to your clients and to take actions on behalf of your clients ("Pro Use"). Except as expressly stated herein, these Terms of Use do not provide you with a license to use, reproduce, distribute, display, or provide access to any portion of the Services on third-party websites or otherwise. The Services may include software for use in connection with the Services. The Services may not be used for transactions in commercial real estate, which includes, without limitation, commercially zoned properties and vacation rentals.

B. Mobile Applications

To use any mobile application feature of the Services (each, an "App"), you must have a compatible mobile device. We do not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider for using an App. You agree that you are solely responsible for any applicable charges. We may update any App and may automatically electronically update the version of any App that you have installed on a mobile device. You consent to all automatic upgrades and understand that these Terms of Use will apply to all updated versions of an App. Any third-party open source software included in an App is subject to the applicable open source license and may be available directly from the creator under an open source license.

C. Use of Content

Subject to the restrictions set forth in these Terms of Use, you may copy information from the Services without the aid of any automated processes and only as necessary for your personal use or Pro Use to view, save, print, fax, and/or e-mail such information. Notwithstanding the foregoing, the aggregate-level data provided on the Masterkey Local-Info Pages (the "Aggregate Data") may be used for non-personal uses, e.g., real estate market analysis. You may display and distribute derivative works of the Aggregate Data (e.g., within a graph), only so long as Masterkey is cited as a source on every page where the Aggregate Data are displayed, including "Data Provided by Masterkey." Such citation may not include any of our logos without our prior written approval or imply any relationship between you and Masterkey beyond that Masterkey is the source of the Aggregate Data. You are prohibited from displaying any other Masterkey data without our prior written approval.

15. Content Ownership

You own or have permission to use all content, including images and videos ("Your Content"), that you post on Masterkey. By posting Your Content, you hereby grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Your Content in any media formats and through any media channels. This may include, but is not limited to, sharing your housing details on other platforms, in our marketing materials, or on social media platforms.

16. User Responsibilities

You are solely responsible for the content you post on our app, and you should exercise reasonable judgment in the content you choose to share. While we are under no obligation to do so, we reserve the right to remove any content you post, delete your housing listing, or terminate your account at any time and without providing a reason. You agree not to post content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.

17. Masterkey for Agents

17.1. Agent Registration and Eligibility

To use the Masterkey for Agents feature, you must be a licensed real estate agent in the State of New York. By registering as an agent on Masterkey, you represent and warrant that you hold a valid New York real estate license and are in good standing with the New York Department of State Division of Licensing Services. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to ensure it remains accurate, current, and complete.

Agent Verification and Compliance

Agents must provide proof of a valid New York real estate license during registration. By using the Masterkey for Agents feature, you agree to comply with all laws and regulations applicable to real estate agents, including advertising regulations and ethical standards. We reserve the right to verify your licensing status and to suspend or terminate your account for non-compliance.

17.2. Agent Responsibilities

As an agent using Masterkey, you agree to:

  • Comply with all applicable federal, state, and local laws, regulations, and ethical standards, including but not limited to the New York Real Property Law and any regulations promulgated thereunder.

  • Provide truthful and accurate representations of your services, qualifications, and bids.

  • Not engage in any deceptive, misleading, or fraudulent practices.

  • Maintain the confidentiality of any personal information received from renters through the platform, in accordance with applicable privacy laws.

  • Comply with all federal, state, and local fair housing laws and regulations, including the Fair Housing Act and New York State Human Rights Law.

17.3. Renters' Assignments

Renters may post assignments detailing their housing needs and preferences ("Assignments"). Assignments must be clear, accurate, and not misleading. Masterkey reserves the right to remove any Assignment that violates these Terms or any applicable law.

17.4. Bidding Process

Agents may submit bids in response to Assignments posted by renters. Bids must specify the commission terms, which may be either a fixed amount or a percentage of the rental transaction, as agreed upon between the agent and the renter. By submitting a bid, you agree to be bound by the terms of your bid if accepted by the renter.

17.5. Commissions and Payments

Masterkey acts solely as a platform to facilitate connections between renters and agents and does not participate in any commission agreements or transactions between them. All commission arrangements are solely between the agent and the renter. Agents are responsible for ensuring that all commission agreements comply with applicable laws and regulations, including but not limited to disclosure requirements and commission sharing rules.

No Involvement in Commissions

Masterkey does not set, negotiate, or collect commissions or fees on behalf of agents or renters. Any commission agreements are solely between the agent and the renter.

17.6. Compliance with Laws and Regulations

Agents are solely responsible for complying with all federal, state, and local laws and regulations applicable to their professional activities, including but not limited to:

  • Real estate licensing laws and regulations.

  • Fair Housing Act and other anti-discrimination laws.

  • Advertising and solicitation laws.

  • Data privacy and protection laws.

Masterkey does not provide legal advice and disclaims any responsibility for ensuring that agents comply with applicable laws.

17.7. Disputes Between Renters and Agents

Any disputes arising between renters and agents, including but not limited to disputes regarding commissions, services provided, or contractual terms, are solely between the parties involved. Masterkey is not a party to any agreements between renters and agents and will not mediate or resolve such disputes. By using the Masterkey for Agents feature, you release Masterkey and Dabudage LLC from any claims, demands, and damages arising out of or in any way connected with such disputes.

Disputes Between Users

Any disputes regarding commissions, services, or agreements are solely between the agent and the renter. You agree to hold Dabudage LLC harmless from any claims arising from such disputes.

17.8. Indemnification

In addition to the indemnification provisions in Section 24, agents agree to indemnify, defend, and hold harmless Dabudage LLC, its affiliates, and their respective directors, officers, employees, and agents from any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

  • Your violation of any law, regulation, or ethical standard applicable to real estate agents.

  • Your breach of any term of this Agreement.

  • Your interactions and agreements with renters obtained through Masterkey.

17.9. Termination

Masterkey reserves the right to suspend or terminate your account and access to the Masterkey for Agents feature at any time, without notice, for conduct that Masterkey believes violates these Terms, is harmful to other users of Masterkey, or is harmful to Masterkey or Dabudage LLC.

18. Prohibited Use

You agree not to engage in unacceptable uses of the app, which include, but are not limited to:

  • Spamming or sending unsolicited communications.

  • Misrepresenting your identity or affiliation with any person or entity.

  • Posting fraudulent, misleading, or deceptive content.

  • Engaging in harassment, threats, or abuse of other users.

  • Violating any applicable laws or regulations.

19. Interaction and Communication

If you receive an inquiry about your listing, it is your responsibility to use your judgment in deciding whether to proceed with showing your property. Masterkey does not verify the information provided by users and makes no representations regarding the validity of such information. Please proceed with caution.

20. Compliance and Conduct

You must comply with the Fair Housing Act and other applicable laws. Discrimination in housing is illegal. You shall not post any content or make any statements that indicate a preference, limitation, or discrimination based on protected characteristics under these laws. We reserve the right to remove any content that violates this policy and to terminate your access to the Services.

21. Third-Party Interactions and Data Sharing

When using Masterkey, you acknowledge that your data may be shared with third-party services such as OpenAI and Google Ads for the purposes of improving your user experience and providing relevant advertisements. Additionally, you understand that third-party websites have their own terms of use and privacy policies. Masterkey may provide links to third-party websites, but we have no control over these external sites. Masterkey does not endorse, and is not responsible or liable for, any content, advertising, products, or other materials on or available from such sites.

22. Subscription and Premium Services

Masterkey offers premium services through a subscription model ("Masterkey Premium"). By subscribing to Masterkey Premium, you agree to pay the subscription fees indicated at the time of purchase. Subscription fees are billed monthly or annually, as per your selection, and are non-refundable. Masterkey Premium provides additional features, such as early access to new listings, exclusive listings, and priority messaging, as detailed in the app. Your subscription will automatically renew at the end of each billing period unless you cancel it. You can manage and cancel your subscription through your Apple account settings.

23. Transactions

All transactions conducted through Masterkey, including payments for Masterkey Premium, are processed through Apple's In-App Purchase system. You agree to provide current, complete, and accurate purchase and account information for all purchases made through our app. You acknowledge and agree that Masterkey is not responsible for any issues arising from transactions processed through Apple's system.

Masterkey does not facilitate or process any payments or transactions between renters and agents. Any financial arrangements, including commissions, fees, or payments agreed upon between renters and agents are solely between the parties involved. Masterkey disclaims all responsibility for such transactions and will not be liable for any disputes, claims, or damages arising from such arrangements.

24. Indemnification

You agree to indemnify, defend, and hold harmless Dabudage LLC, our affiliates, and our respective directors, officers, employees, and agents from any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of:

  • Your access to or use of the Services.

  • Your breach of these Terms of Use.

  • Your violation of any law or the rights of a third party.

  • Any dispute or issue between you and any third party.

  • Any User Content you upload to, or otherwise make available through, the Services.

  • Your willful misconduct.

  • Any other party's access to or use of the Services using your account and password.

Dabudage LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Dabudage LLC's defense of that claim.

25. No Warranties

DABUDAGE LLC PROVIDES THE SERVICES "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DABUDAGE LLC AND OUR SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED. DABUDAGE LLC AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING WITHOUT LIMITATION:

  • WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, AND NON-INFRINGEMENT.

  • WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE.

  • WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

No advice or information, whether oral or written, obtained by you through the Services or any materials available through the Services will create any warranty regarding any Dabudage LLC entity or the Services that is not expressly stated in these Terms of Use. You assume all risk for any damage that may result from your use of or access to the Services, your dealing with any other user, and any materials, including all user and Dabudage LLC materials, available through the Services. You understand and agree that your use of the Services, and use, access, download, or other obtainment of materials through the Services and any associated sites or services, are at your own discretion and risk, and that you are solely responsible for any damage to your property (including your computer system or mobile device used in connection with the Services), or the loss of data that results from the use of the Services or the download or use of those materials. Some jurisdictions may prohibit a disclaimer of warranties, and you may have other rights that vary from jurisdiction to jurisdiction.

26. Limitation of Liability/Exclusive Remedy

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DABUDAGE LLC, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, Masterkey, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF DABUDAGE LLC, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO ACCESS OR USE Masterkey OR (B) FIFTY DOLLARS ($50). THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

27. Dispute Resolution and Arbitration Agreement

Agreement to Arbitrate

You and Dabudage LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or your use of Masterkey, shall be settled by binding arbitration in New York County, New York.

Class Action Waiver

You agree that any arbitration shall be conducted in your individual capacity only and not as a class action or other representative action. You expressly waive your right to file a class action or seek relief on a class basis.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction.

28. Governing Law

These Terms and any disputes arising out of or related to these Terms or the use of Masterkey will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. You agree that any legal action or proceeding arising out of or related to these Terms or your use of Masterkey must be brought exclusively in the state or federal courts located in New York, New York, and you submit to the personal jurisdiction of those courts.

29. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect. The invalid, illegal, or unenforceable provision will be modified so that it is valid and enforceable to the maximum extent permitted by law.

30. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on Masterkey, constitute the entire agreement between you and Dabudage LLC regarding your use of Masterkey. These Terms supersede all prior agreements or communications, whether written or oral, between you and Dabudage LLC regarding the subject matter of these Terms.

31. Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and Dabudage LLC's failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

32. Electronic Communications

By using Masterkey, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

33. Contact Information

If you have any questions or concerns regarding these Terms or Masterkey, please contact us at:

Dabudage LLC 247 West Broadway New York, NY 10013 Email: support@Masterkey.com Phone: (831) 435-6036