The ExclusiveOffice platform and its proprietors (hereinafter referred to as Real Art Invest Ltd., us, our, we) and any individual seeking to utilize our services (hereinafter referred to as Enquirer/Buyer, Seller, Intermediary , User, You, Your) agree to adhere to the following terms and conditions.
1.1. ExclusiveOffice offers an online platform for listing and facilitating introductions for the sale and purchase of goods (the “Service” or “Services”) contingent upon your acceptance of these Terms of Use. By accessing or utilizing the Service, you agree to adhere to and be legally bound by these Terms of Use. These Terms of Use also extend to all content (“Content”) associated with a search request (“ExclusiveOffice Listings” or “ExclusiveOffice Listing”) for an off-market asset (i.e., an asset not publicly listed, advertised, or promoted for sale or auction) created or offered by Sellers or Buyers using the Services provided on ExclusiveOffice.
Money Laundering Regulations
2.1. The anti-money laundering legislation of the United Kingdom, along with the regulations issued under the Sanctions and Anti-Money Laundering Act 2018 (“SAMLA”), collectively referred to as the “UK Money Laundering Regulations”, require ExclusiveOffice to verify and document independently: (1) the identity and address of all Users (including the beneficial owner or effective controller of a corporate entity or trust); and (2) the source of any funds involved in any transaction facilitated through the Service.
If satisfactory proof of identity is not provided, an introduction between Enquirer/Buyer or Seller will not be allowed.
2.2. All Users, upon agreeing to these Terms of Use and throughout their continued use of the Service, warrant that they comply with the UK Money Laundering Regulations to the best of their knowledge and belief, having made reasonable inquiries into the same.
2.2. ExclusiveOffice reserves the right to request information regarding residency, identity, and source of funds from an Enquirer when they create an ExclusiveOffice Listing. If the Enquirer is a third-party representative, they must provide this information for the individual or entity on whose behalf they are sourcing goods. ExclusiveOffice may also request the same information from Sellers from time to time.
2.3. Once an introduction between an Enquirer/Buyer and a Seller has been established, but before any transaction is finalized, both parties must provide the due diligence documentation as requested by ExclusiveOffice. ExclusiveOffice, at its sole discretion, will require this documentation to verify identification, ownership (where applicable), address, and the legitimacy of the source of wealth and funds, ensuring compliance with the UK Money Laundering Regulations.
2.4. Users acting as Representatives agree to provide certified copies of specific documents to satisfy ExclusiveOffice’s requirements, verifying the identification, ownership (where applicable), address, and legitimacy of the source of wealth and funds for the individuals or entities they represent.
If you fail to provide the requested documentation or if your identity cannot be satisfactorily verified, we reserve the right to deny your access to our Service and to discontinue any ongoing transaction or business relationship. ExclusiveOffice Listings will only be approved once documentation meets ExclusiveOffice’s satisfaction. ExclusiveOffice reserves the right to take a reasonable amount of time to receive, review, and verify your documentation. We do not guarantee the verification of your documentation and reserve the right to question any documentation deemed unsatisfactory, requesting further documentation as necessary to assist in the verification process. We accept no responsibility for any delays in your use of the Service, including potential introductions, sales, or purchases, where money laundering verification is pending.
Verification of Identity and Liability
3.1. Verification of identity may be conducted via a third-party provider at the sole and absolute discretion of ExclusiveOffice.
3.2 You agree that ExclusiveOffice shall not be responsible or liable for any losses or damages of any kind incurred as a result of any interactions, commercial relations, or dealings. In the event of a dispute between Users on our Website or between Users and any third party, you understand and agree that ExclusiveOffice is under no obligation to become involved. If you have a dispute with one or more other Users of the Website, you explicitly and irrevocably release ExclusiveOffice from any and all claims and damages arising out of or connected in any way with such disputes and/or the Service.
Introductions
4.1. ExclusiveOffice provides a platform service that connects individuals or entities (or any representative acting directly on their behalf (a “Representative”)) seeking specific goods (an “Enquirer/Buyer”) with individuals or entities (or any representative acting directly on their behalf (a “Representative”)) possessing such goods and willing to sell them (a “Seller”). Buyers (and their Representatives) and Sellers (and their Representatives) are each referred to as a “User” and collectively as “Users”.
4.2. For the purposes of these Terms of Use, an “introduction” is defined as the provision by ExclusiveOffice of the contact details or means of communication, either via the Service or otherwise, of a Buyer to a Seller (and vice versa), regardless of whether the Buyer and Seller were previously acquainted.
4.3. An introduction via the Service typically occurs when a Buyer clicks “Enquire” on any ExclusiveOffice Listing. However, introductions can also occur through other means of communication, including email, telephone, or in-person meetings, as permitted and arranged by ExclusiveOffice. Until an introduction is made, both the Buyer and Seller will remain anonymous on the Service. For clarity, an introduction is considered made by ExclusiveOffice whenever any two Users are connected, regardless of whether the Buyer and Seller were previously acquainted.
4.4. For the purposes of these Terms of Use, a “transaction” is defined as the sale or purchase of any goods completed following an introduction.
4.5. All Users agree that ExclusiveOffice shall be considered the effective cause of any transaction that occurs following an introduction, as defined herein.
Use of the Service
5.1. The Service allows Users to obtain and share detailed information about goods available for purchase by other Users as listed on this Website. The Service facilitates introductions between Enquirers/Buyers and Sellers. All Users agree that ExclusiveOffice’s role in any engagement and subsequent transactions between Users is solely that of an “introducer,” facilitating these connections.
5.2. Users agree that once they have begun a conversation with another party regarding a particular good or transaction, they assume full responsibility for the ongoing provision of data and accurate information to the counterparty. Users understand that ExclusiveOffice accepts no liability for the accuracy or completeness of the information exchanged between counterparties. Buyers acknowledge that they are responsible for making all payments due to Sellers based on the terms agreed upon for any transaction initiated following an introduction by ExclusiveOffice. ExclusiveOffice has no responsibility for payments to any party.
5.3. Users agree to seek professional or specialist advice when necessary before taking or refraining from any action based on the Content or any ExclusiveOffice Listings on this Website.
Use of the Service
6.1. The Service allows Users to obtain and share detailed information about goods available for purchase by other Users as listed on this Website. The Service facilitates introductions between Enquirers and Sellers. All Users agree that ExclusiveOffice’s role in any engagement and subsequent transactions between Users is solely that of an “introducer,” facilitating these connections.
6.2. Users agree that once they have begun a conversation with another party regarding a particular good or transaction, they assume full responsibility for the ongoing provision of data and accurate information to the counterparty. Users understand that ExclusiveOffice accepts no liability for the accuracy or completeness of the information exchanged between counterparties. Buyers acknowledge that they are responsible for making all payments due to Sellers based on the terms agreed upon for any transaction initiated following an introduction by ExclusiveOffice. ExclusiveOffice has no responsibility for payments to any party.
6.3. Users agree to seek professional or specialist advice when necessary before taking or refraining from any action based on the Content or any ExclusiveOffice Listings on this Website.
6.4. ExclusiveOffice shall have no responsibility for any terms agreed upon between a Buyer and a Seller for any transaction entered into between them.
6.5. ExclusiveOffice shall have no responsibility for the fitness for purpose, quality, condition (whether such good corresponds to its description or otherwise), or state of the good that is the subject of the transaction (whether that good is delivered or not).
6.6. This Service is not intended as a general source of information relating to any Content or information within ExclusiveOffice Listings or relating to the goods being sourced or offered. Our Service is not intended to provide advice on which Buyers or Sellers should rely, including but not limited to, investment, financial, or other advice, or recommendations regarding any service on which one should rely, nor is our Service recommending or endorsing any specific Respondent or service.
Fees
7.1. We do not charge any fees for using our Service. Our commission is earned upon the completion of a transaction and is payable by the Buyer.
7.2. ExclusiveOffice reserves the right, at its sole discretion and at any time, to modify its service requirements, including the introduction of a membership fee. Any such change will take effect immediately upon being published online. While ExclusiveOffice will strive to provide reasonable notice to Users of significant changes, such as the introduction of a membership fee, it is the User’s responsibility to regularly review these Terms of Use to stay informed about any updates, including new provisions related to a membership fee.
7.3. A fee shall be payable by the Buyer to ExclusiveOffice upon the completion of any transaction resulting from an introduction, as follows: (i) if you are not a Representative, 1% of the total transaction value; or (ii) if you are a Representative, 20% of the fee or commission earned by you in connection with the transaction (“Fee”). This fee shall be paid in an Approved Currency by the specified date.
7.4. If the purchase price is paid in a currency or cryptocurrency other than an Approved Currency, the Fee payable shall be a sum equivalent to the relevant Fee under Clause 10.3 (i.e., 1% of the transaction value if you are not a Representative or 20% of the fee or commission earned if you are a Representative) in an Approved Currency. The exchange rate will be based on the rate quoted by ExclusiveOffice’s preferred foreign exchange broker or another person at ExclusiveOffice’s sole discretion at the date and time of the relevant payment. An “Approved Currency” shall mean British pounds sterling, United States dollars, Euros, or another currency (including cryptocurrency) approved by ExclusiveOffice in writing.
7.5. If the purchase price is paid through a non-cash transaction (i.e., not in currency or cryptocurrency), the Fee payable shall be a sum equivalent to the relevant Fee under Clause 10.3 (i.e., 1% of the transaction value if you are not a Representative or 20% of the fee or commission earned if you are a Representative) in an Approved Currency. Notwithstanding Clause 10.3, half of this Fee shall be paid by the Buyer and the other half by the Seller.
7.6. If the purchase price is paid through a non-cash transaction (i.e., not in currency or cryptocurrency), the Fee payable shall be a sum equivalent to the relevant Fee under Clause 10.3 (i.e., 1% of the transaction value if you are not a Representative or 20% of the fee or commission earned if you are a Representative) in an Approved Currency. Notwithstanding Clause 10.3, half of this Fee shall be paid by the Buyer and the other half by the Seller.
7.7. The Fee is payable regardless of: (i) previous business dealings or existing awareness of or introduction to the counterparty; (ii) the final sales price (provided always that where a transaction takes place at an undervalue or on non-arm’s length terms, the Fee shall be calculated against the fair market value of such goods); (iii) the amount of time taken to reach an agreement on the price/terms of sale following the introduction; (iv) whether a discount or surplus has been subsequently applied to an agreed sales price; (v) the location of the completion of the transaction; (vi) any dispute which may subsequently arise between the Buyer and Seller; (vii) any rejection of the good upon its delivery to the Buyer; and (viii) any refund made by the Seller.
7.8. The Fee is to be paid no later than 5 business days after the end of the month in which the purchase price under the terms of the transaction was received by or on behalf of the Seller.
Terms of Use
8.1. All Enquirers/Buyers accept and agree to the following terms:
(a) You must be the buyer or its Representative. If you are a Representative, you must be in direct contact with the ultimate buyer (with no intermediary between you and the ultimate buyer).
(b) If you are not the buyer, you must declare your precise relationship to the buyer, which will correspond exactly once parties within a transaction are introduced. This will be re-confirmed before an introduction is made.
(c) You must declare what you are sourcing.
(d) A Fee is due even if the parties have previously met or are otherwise previously acquainted.
(e) You may not advertise, market, list, post, or otherwise publicize (including on any other website, newspaper, journal, market, or other fora) for purchase any good which is subject to an ExclusiveOffice Listing other than by using the Services.
8.2. All Sellers accept and agree to the following terms:
(a) Sellers may only sell a good in response to an ExclusiveOffice Listing request from an Enquirer/Buyer
(b) Respondents must be the seller or its Representative. If you are a Representative, you must be in direct contact with the seller.
(c) If you are not the seller, you must declare your precise relationship with the seller, which will correspond exactly once parties within a transaction are introduced.
(d) Only Respondents/Sellers can respond to sourcing requests by Enquirers/Buyers on the ExclusiveOffice Listings.
(e) For Respondents/Sellers, details of goods are not required to be submitted to the Website.
Terms of Use
9.1. All Enquirers accept and agree to the following terms:
(a) You must be the buyer or its Representative. If you are a Representative, you must be in direct contact with the ultimate buyer (with no intermediary between you and the ultimate buyer).
(b) If you are not the buyer, you must declare your precise relationship to the buyer, which will correspond exactly once parties within a transaction are introduced. This will be re-confirmed before an introduction is made.
(c) You must declare what you are sourcing.
(d) A Fee is due even if the parties have previously met or are otherwise previously acquainted.
(e) You may not advertise, market, list, post, or otherwise publicize (including on any other website, newspaper, journal, market, or other fora) for purchase any good which is subject to an ExclusiveOffice Listing other than by using the Services.
(f) Enquiries must be made in direct response to an ExclusiveOffice Listing, and all introductions are made strictly within our proprietary online communication channels or as otherwise mentioned in Clause 8.3.
9.2. All Sellers accept and agree to the following terms:
(a) Sellers may only sell a good in response to an ExclusiveOffice Listing request.
(b) Respondents must be the seller or its Representative. If you are a Representative, you must be in direct contact with the seller.
(c) If you are not the seller, you must declare your precise relationship with the seller, which will correspond exactly once parties within a transaction are introduced.
(d) Only Respondents can respond to sourcing requests by clicking ‘Enquire’ on the ExclusiveOffice Listings.
(e) For Respondents, details of goods are not required to be submitted to the Website.
Disclaimer
10.1. You agree that it is the obligation of the Users, whether buying or selling, to ensure that any good in question is authentic and that the valuation or price is fair. You should always use all reasonable endeavors to establish the authenticity and fair value of a good before proceeding with any online or offline transaction.
10.2. ExclusiveOffice excludes all liability (to the extent permissible by law) for inauthenticity or inaccurate valuation of a good.
10.3. We will use reasonable endeavors to monitor all of the Content and ExclusiveOffice Listings posted on the Service, but we are under no obligation to you or other Users to monitor, edit, or control the Content and ExclusiveOffice Listings posted by Users. This means that we are not responsible for any Content or ExclusiveOffice Listings on the Service, and you agree not to make any claims against us on account of User Content or ExclusiveOffice Listings.
Suspected Infringement
11.1. If you believe or consider that an ExclusiveOffice Listing of an item has been copied in a manner that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please contact us.
11.2.In such instances, please provide us with sufficient detail to identify the material that you claim is infringing and a description of the infringement. Please also provide your contact information so that we can liaise directly with you.
Confidentiality
12.1. For the purposes of these Terms of Use, confidential information means all confidential or proprietary information (however recorded or preserved) relating to the Services or any introduction that is disclosed or made available, whether before or after the date of these Terms of Use (in any form or medium), directly or indirectly, by ExclusiveOffice to any User (“Confidential Information”).
12.2. Each User undertakes to keep the Confidential Information secret and not use or exploit the Confidential Information in any way, except for or in connection with the transaction to which that Confidential Information relates. Disclosure of the Confidential Information is only permitted in accordance with Clause 13.3. and Clause 13.4. below. Any other disclosure can only be made with ExclusiveOffice’s prior written consent.
12.3. A User may only disclose the Confidential Information to any of its officers, employees, or legal advisers who need to know the relevant Confidential Information for the transaction to which the Confidential Information relates, provided that the User ensures that each person to whom the Confidential Information is disclosed complies with the obligations set out in these Terms of Use as if they were the User.
12.4. A User may disclose the Confidential Information to the minimum extent required by:
(a) Any order of any court of competent jurisdiction or any regulatory, judicial, governmental, or similar body or taxation authority of competent jurisdiction; or
(b) The laws or regulations of any country to which the User’s affairs are subject.
12.5. If requested by ExclusiveOffice at any time, the User shall immediately destroy or return to ExclusiveOffice all documents and other records of the Confidential Information, or any part of it, in any form that have been supplied to or generated by the User. If the Confidential Information is stored in electronic form, the User shall permanently erase all such Confidential Information from its computer and communication systems and devices used by it.
12.6. Each User agrees that the identity of each counterparty to which it has been introduced and all other information concerning that introduction (or any related transaction) (including, without limitation, all mailing information, phone and fax numbers, email addresses, and other contact information) introduced hereunder are the property of ExclusiveOffice and shall be treated as Confidential Information by each User. No User shall use such information except in the context of the transaction made in respect of an introduction or otherwise with the express written approval of ExclusiveOffice. ExclusiveOffice shall be entitled to the remedies of injunction, specific performance, or other equitable relief for any threatened or actual breach of these Terms of Use.
Non-Circumvention
13.1. Each User agrees that it shall not enter into, engage in, or otherwise undertake any interactions, commercial relations, or dealings regarding any introduction or transaction with any person other than the counterparty User to whom it has been introduced via the Service, except in accordance with these Terms of Use.
13.2. Each User agrees not to utilize any Confidential Information to facilitate or create business relationships, sell, purchase, or otherwise deal in any good except in accordance with these Terms of Use.
Abusing ExclusiveOffice
14.1. There are certain limitations regarding what you may post on the Website. Hence, you agree not to post, email, upload, transmit, or otherwise handle or make available Content:
(a) that is unlawful, harmful, threatening, abusive, harassing, invasive of another’s privacy, or harmful to minors in any way;
(b) that harasses, degrades, intimidates, or is hateful towards an individual or group based on political orientation, religion, gender, sexual orientation, race, ethnicity, age, or disability;
(c) that impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity;
(d) that includes personal or identifying information about another person without that person’s explicit consent;
(e) that is false, deceptive, misleading, deceitful, or misinformative;
(f) that infringes any intellectual property rights of any party, or Content that you do not have a right to make available under any legal or contractual relationship;
(g) that constitutes “affiliate marketing,” “junk mail,” “spam,” “phishing attempts,” “chain letters,” “pyramid schemes,” or unsolicited commercial advertisement;
(h) that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by applicable law;
(i) that contains viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(j) that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Service, or that otherwise negatively affects other Users’ ability to use the Service;
(k) that employs misleading email addresses, forged headers, or otherwise manipulated identifiers to disguise the origin of Content transmitted through the Service; or
(l) that violates any agreements such as confidentiality agreements.
Non-Circumvention
15.1. Each User agrees that it shall not enter into, engage in, or otherwise undertake any interactions, commercial relations, or dealings regarding any introduction or transaction with any person other than the counterparty User to whom it has been introduced via the Service, except in accordance with these Terms of Use.
15.2. Each User agrees not to utilize any Confidential Information to facilitate or create business relationships, sell, purchase, or otherwise deal in any good except in accordance with these Terms of Use.
Abusing ExclusiveOffice
16.1. There are certain limitations regarding what you may post on the Website. Hence, you agree
16.2. Additionally, you agree not to:
(a) engage in any conduct that limits any other person from using or enjoying the Service;
(b) contact anyone who has asked not to be contacted, make unsolicited contact with anyone for any commercial purpose, or otherwise stalk or harass anyone;
(c) collect personal data about other Users for commercial or unlawful purposes;
(d) alter, delete, interfere with, or otherwise damage any portion of ExclusiveOffice;
(e) use automated devices or analytical techniques for text or data mining or web scraping to download data from the Service, unless expressly permitted by ExclusiveOffice;
(f) use “posting agents,” i.e., third-party agents, services, or intermediaries that offer to post Content on behalf of others, unless expressly approved by ExclusiveOffice; or
(g) attempt to gain unauthorized access to ExclusiveOffice’s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the ExclusiveOffice Website.
16.3. In general, you agree to refrain from any actions that:
(a) may interfere with, damage, or exploit ExclusiveOffice’s business;
(b) may overburden or impose a disproportionately large load on ExclusiveOffice’s infrastructure;
(c) are used in connection with or for the benefit of any commercial enterprise or competing business;
(d) constitute an unauthorized use or practice in violation of these Terms of Use or the Privacy Policy;
(e) remove, alter, or obscure any copyright or trademark notice, name, mark, logo, URL, Content, or Items, including without limitation company names, contact information, marks, logos, or URLs, or frame any Content; and
(f) violate applicable laws or regulations.
16.4. If you become aware of any material that could comprise or be connected to child sexual abuse or exploitation or that could comprise terrorist content or be connected to terrorism, please contact us immediately. If you wish to complain about any other content that abuses the limitations listed above, or for any other reason whatsoever, please contact us directly.
Your Access
17.1. ExclusiveOffice grants you a limited, revocable, non-exclusive license to access the Service for your personal use. This license does not include any collection, aggregation, copying, duplication, display, or derivative use of the Service nor any use of data gathering and extraction tools for any purpose unless expressly permitted by ExclusiveOffice.
17.2. ExclusiveOffice reserves the right to remove your access to the Service for any breach of these Terms of Use.
Privacy Policy
18.1. ExclusiveOffice has established a privacy policy to explain to Users how their information is collected and used (“Privacy Policy”), which you agree to be familiar with and which constitutes part of your agreement to these Terms of Use while using the Service. You further acknowledge and agree that ExclusiveOffice may, at its sole discretion, preserve or disclose your Content and information, such as email addresses, IP addresses, timestamps, and other User information, if required to do so by law or other administrative order or otherwise to enforce the Terms of Use; respond to claims that any Content or ExclusiveOffice Listings violate the rights of third parties; respond to claims that contact information of a third party has been posted without consent; and protect the rights, property, or safety of ExclusiveOffice, its Users, or others.
Limitations of Use of the Service
19.1. You acknowledge that ExclusiveOffice may establish limits concerning the use of the Service, including but not limited to, limiting the number of days that Content or ExclusiveOffice Listings will be retained by the Service, limiting the number and size of ExclusiveOffice Listings, limiting the number and size of various contact methods or other Content that may be transmitted or stored by the Service, and limiting the frequency with which you may access the Service. You agree that ExclusiveOffice has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service. You acknowledge that ExclusiveOffice reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that ExclusiveOffice shall not be liable to you or anyone else for any modification, suspension, or discontinuance of the Service.
Termination
20.1. You agree that ExclusiveOffice, in its sole discretion and without affecting any other right or remedy available to it, has the right to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service or any part thereof, immediately and without notice, and remove and discard any Content within the Service, for any reason, including but not limited to, any breach of any provision of Clause 5, or if ExclusiveOffice otherwise believes that the Terms of Use or the Privacy Policy have been breached in any way.
20.2. Should you wish to close or suspend your access to ExclusiveOffice, you can do so by contacting us directly, and we will close your account.
Proprietary Rights of the Service and the Content
21.1. Content displayed on or through the Service is protected by copyright, trademark rights, and international conventions. Any reproduction, modification, creation of derivative works from, or redistribution of the Website or the Content is prohibited without the express written consent of ExclusiveOffice. You may not take any action in any way to attempt to discover any source code contained in the Service.
Proprietary Rights of the Service and the Content
22.1. Content displayed on or through the Service is protected by copyright, trademark rights, and international conventions. Any reproduction, modification, creation of derivative works from, or redistribution of the Website or the Content is prohibited without the express written consent of ExclusiveOffice. You may not take any action in any way to attempt to discover any source code contained in the Service.
22.2. Neither you nor anyone appointed by you may in any way amend the ExclusiveOffice Website, nor may you republish, copy, transfer, transmit, or distribute it for commercial use, for the creation of derivative works, or for public display in any form or by any means, except as permitted in these Terms of Use. Nothing contained in the Terms of Use or on the ExclusiveOffice Website shall confer any license or right under any of ExclusiveOffice’s intellectual property rights, or under any third party’s intellectual property rights.
22.3. Neither you nor anyone appointed by you may use, modify, adapt, reverse engineer, or otherwise exploit any of the Content, including without limitation items, in whole or in part, except as expressly permitted by these Terms of Use.
22.4. You agree that ExclusiveOffice, in its sole discretion and without affecting any other right or remedy available to it, has the right to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Service or any part thereof, immediately and without notice, and remove and discard any Content within the Service, for any reason, including but not limited to, any breach of any provision of Clause 5, or if ExclusiveOffice otherwise believes that the Terms of Use or the Privacy Policy have been breached in any way.
Proprietary Rights of the Service and the Content
23.1. Content displayed on or through the Service is protected by copyright, trademark rights, and international conventions. Any reproduction, modification, creation of derivative works from, or redistribution of the Website or the Content is prohibited without the express written consent of ExclusiveOffice. You may not take any action in any way to attempt to discover any source code contained in the Service.
23.2. Neither you nor anyone appointed by you may in any way amend the ExclusiveOffice Website, nor may you republish, copy, transfer, transmit, or distribute it for commercial use, for the creation of derivative works, or for public display in any form or by any means, except as permitted in these Terms of Use. Nothing contained in the Terms of Use or on the ExclusiveOffice Website shall confer any license or right under any of ExclusiveOffice’s intellectual property rights, or under any third party’s intellectual property rights.
23.3. Neither you nor anyone appointed by you may use, modify, adapt, reverse engineer, or otherwise exploit any of the Content, including without limitation items, in whole or in part, except as expressly permitted by these Terms of Use.
23.4. ExclusiveOffice may (but is not obligated to) enforce any and all of its intellectual property rights and other legal rights to the fullest extent possible by law, and may seek damages, injunctive relief, legal fees, and criminal prosecution where appropriate. Any rights not expressly granted herein are reserved by ExclusiveOffice.
Disclaimer of Warranties
24.1. You agree that the use of the ExclusiveOffice Website and the Service is entirely at your own risk. The ExclusiveOffice Website and the Service are provided on an “as is” basis, without any warranties of any kind. All express and implied warranties are expressly disclaimed.
24.2. ExclusiveOffice disclaims any warranties regarding the functioning, security, reliability, timeliness, accuracy, and performance of the Website. ExclusiveOffice disclaims any warranties for other services or goods received through or advertised on the ExclusiveOffice Website or any websites or services accessed through any links on the ExclusiveOffice Website. ExclusiveOffice disclaims any warranties for viruses or other harmful components in connection with the Website or the Service.
Limitations of Liability
25.1. References to liability in this Clause 23 include every kind of liability arising under or in connection with these Terms of Use, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
Limitations of Liability
26.1. References to liability in this Clause 23 include every kind of liability arising under or in connection with these Terms of Use, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
26.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
26.3. Nothing in this Clause 23 shall limit a User’s obligation to pay any Fee payable pursuant to these Terms of Use.
26.4. Nothing in these Terms of Use limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
26.5. ExclusiveOffice shall not be liable for any damages of any kind (save where such limitation of liability is unlawful), resulting from any aspect of your use of the ExclusiveOffice Website or the Service. Such limitation shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the ExclusiveOffice Website or the Service or any links on the ExclusiveOffice Website.
Limitations of Liability
27.1. References to liability in this Clause 23 include every kind of liability arising under or in connection with these Terms of Use, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution, or otherwise.
27.2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
27.3. Nothing in this Clause 23 shall limit a User’s obligation to pay any Fee payable pursuant to these Terms of Use.
27.4. Nothing in these Terms of Use limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence; and
(b) fraud or fraudulent misrepresentation.
27.5. ExclusiveOffice shall not be liable for any damages of any kind (save where such limitation of liability is unlawful), resulting from any aspect of your use of the ExclusiveOffice Website or the Service. Such limitation shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the ExclusiveOffice Website or the Service or any links on the ExclusiveOffice Website.
27.6. Specifically, we exclude all implied conditions, warranties, representations, or other terms that may apply to our Service or any Content. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the use of, or inability to use, our Service or use of or reliance on any Content displayed through our Service.
27.7. In particular, we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill, or reputation; or any indirect or consequential loss or damage.
Indemnity
28.1. All Users agree to indemnify ExclusiveOffice in full against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ExclusiveOffice and hold ExclusiveOffice (and if applicable any associated natural or legal persons) harmless from any claim or demand, including reasonable legal fees and all associated costs, made by any third party due to or arising out of ExclusiveOffice Listings you create, Content you submit, post, or make available through the Service, your use of the Service, your violation of the Terms of Use, your breach of any of the representations and warranties herein, or other applicable terms.
28.2. You agree that this also includes but is not limited to indemnifying ExclusiveOffice in full against all other liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by ExclusiveOffice arising out of or in connection with:
(a) Any breach of the warranties contained herein;
(b) A User’s breach or negligent performance or non-performance of these Terms of Use;
(c) The enforcement of these Terms of Use;
(d) Any claim made against ExclusiveOffice for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with any User or third party’s use of the Website;
(e) Any claim made against ExclusiveOffice by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance, or failure or delay in performance of these Terms of Use by any User, its employees, agents, subcontractors, or other third parties;
(f) Any claim made against ExclusiveOffice by a third party for death, personal injury, or damage to property arising out of or in connection with defective goods, to the extent that the defect in the goods is attributable to the acts or omissions of a User, its employees, agents, subcontractors, or other third parties.
28.3. This indemnity shall not cover ExclusiveOffice to the extent that a claim under it results from ExclusiveOffice’s negligence or willful misconduct.
28.4. https://exclusiveoffice.net/listing/Nothing in this clause shall restrict or limit ExclusiveOffice’s general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
Governing Law and Jurisdiction
29.1. The Terms of Use, the Privacy Policy, and the relationship between you and ExclusiveOffice shall be governed by and construed in accordance with the law of England and Wales.
29.2. All Users irrevocably agree, for the sole benefit of ExclusiveOffice, that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Service or the Terms of Use or its subject matter or formation. Nothing in this clause shall limit the right of ExclusiveOffice to take proceedings against any User in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.