PAIRGAP, INC. TERMS AND CONDITIONS

Scope of Services

Pairgap provides the Tool, which is a cutting-edge solution designed to facilitate the creation of co-ownership agreements for real property. The Tool allows co-buyers to establish ownership percentages, allocate financial responsibilities, and address exit strategies, among other features. The Site provides additional resources and information to assist Users in co-buying and co-ownership processes. Pairgap expressly disclaims any liability for User’s reliance on the Tool as a substitute for professional legal advice. All agreements generated through the Tool must be reviewed and approved by a licensed attorney to ensure compliance with applicable laws.

Third Party Services

Pairgap may use third-party services with their own Terms and Conditions. By using the Tool or the Site, you also agree to abide by the Terms and Conditions of these third-party service providers:

• Apple Services
• Google Play Services
• Stripe
• Airtable

ACCESS AND USE OF THE SERVICES

Eligibility

The Services are available only to individuals who are at least eighteen (18) years old and capable of entering into legally binding agreements under applicable law. By using the Services, User represents and warrants that User meets these eligibility requirements. Pairgap reserves the right to verify User’s eligibility and to deny access to any User who does not meet these requirements.

Modifications to Service

Pairgap reserves the right to modify or discontinue the Service (or any part) with or without notice. Pairgap is not liable for any resulting damages.

Account Registration

To access certain features of the Services, User may be required to register an account. User agrees to provide accurate, current, and complete information during the registration process and to update such information as necessary. User is solely responsible for maintaining the confidentiality of account credentials and for all activities conducted under the User’s account. Pairgap reserves the right to suspend or terminate User’s account for any unauthorized use, false representation of information, or violation of this Agreement. User shall immediately notify Pairgap of any unauthorized access or use of their account.

General Practices Regarding Use of Service and Storage of Data

Pairgap may establish general practices and limits for Service use, including data retention and server storage. Pairgap may terminate inactive accounts. Pairgap reserves the right to change these practices and limits at any time.

Mobile Services

The Service may include Mobile Services accessible via a mobile device. Standard wireless charges, data rates, and fees may apply. Certain Mobile Services may be prohibited or restricted by your carrier. By using Mobile Services, you agree to electronic communication from Pairgap and data sharing related to your usage.

Fees and Payment

Certain features of the Services may require payment of fees, which will be disclosed at the time of purchase. Fees are non-refundable unless explicitly stated otherwise. User authorizes Pairgap to charge the designated payment method for all applicable fees, including recurring subscription charges if applicable. Pairgap reserves the right to modify its pricing or introduce additional fees at its sole discretion, with notice provided to User prior to the next billing cycle. User’s continued use of the Services after such notice constitutes acceptance of the revised pricing.

Privacy and Data Security

Pairgap’s collection and use of personal data are governed by its Privacy Policy, which is incorporated by reference into this Agreement. By using the Services, User consents to the collection, use, and disclosure of personal data as described in the Privacy Policy. Pairgap implements commercially reasonable measures to secure User data but cannot guarantee absolute security. User assumes the risk of any unauthorized access, loss, or misuse of their data.

CONDITIONS OF USE

CONFLICT OF TERMS. In the event of any conflicts, ambiguities, or inconsistencies between any of the provisions contained in these Terms and Conditions, the Privacy Policy, the Tool, or the Site (collectively, the “Contract Documents”) the Contract Documents shall govern in the following order of precedence with each Contract Document taking precedence over those listed subsequently: (i) these Terms, (ii) the Privacy Policy; (iii) any Customer Invoice terms and conditions; provided, however, the Parties may agree, in a writing signed by both Parties, that certain provisions control over others in an order of precedence different than that listed in this Section; and, provided further, that in such cases the overall order of precedence of the Contract Documents shall remain the same with the exception of those specific provisions otherwise expressly agreed upon by the Parties.

CONFIDENTIALITY. The Parties agree that the terms of these Terms, all information provided by a Party to the other Party regarding such Party’s business and operations, and any oral or written information exchanged between the Parties in connection with the preparation and performance these Terms are regarded as confidential information (“Confidential Information”). Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third Parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of these Terms. This Section shall survive the termination of these Terms for any reason.

Notwithstanding the foregoing, Pairgap may disclose the User’s Confidential Information if required by law, regulation or legal process or upon the request of the User; provided that Pairgap shall give the User commercially reasonable prior notice of such disclosure and cooperate with the User (at the User’s expense) in any efforts the User wishes to undertake to prevent such disclosure.

INTELLECTUAL PROPERTY. In accordance with the terms and conditions of this Agreement, User may create certain intellectual property (“Created IP”) as required to render the provision of Services of the Company. Unless Pairgap otherwise agrees, all rights, including, without limitation, all patent rights, copyrights, mask work rights, trademark rights, trade secret rights and all other intellectual property and proprietary rights of any kind recognized anywhere in the world, now or in the future, in or based on any Created IP generated by the User in connection with the provision of Services of the Company shall belong exclusively to the Company as a “work made for hire” by User and/or others specially commissioned by the Company. In the event and to the extent any portion of the Created IP is determined not to constitute a “work made for hire” as a matter of law, User agrees to assign and does hereby irrevocably assign to Company, and its successors and assigns (and shall instruct its employees and agents to assign, as needed), without further consideration, all right, title and interest that the User or its affiliates may have or acquire, free and clear of all liens and encumbrances, in and to the Created IP, and all of the User’s right, title and interest in any and all copyrights and copyright applications based thereon. User agrees to perform, during and after the term of this Agreement, all acts deemed necessary by Company to permit and assist it in evidencing, perfecting, obtaining, maintaining, defending and enforcing the Proprietary Rights and the assignments granted herein. User hereby irrevocably designates and appoints Company and its duly authorized officers and agents, as User’s agents and attorneys-in-fact, with full power of substitution, to act for or on behalf and instead of User to accomplish the foregoing. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, User hereby waives such Moral Rights and consents to any action of Company that would violate such Moral Rights in the absence of such consent. User will confirm any such waivers and consents from time to time as requested by the Company. Upon the expiration or termination of this Agreement, all campaigns, structures, and account contents shall remain intact and the property of the Company.

TERMINATION. Pairgap reserves the right to terminate or suspend User’s access to the Services, in whole or in part, at any time and for any reason, including but not limited to User’s violation of this Agreement, non-payment of fees, or fraudulent activity. Upon termination, User’s rights to use the Services will immediately cease. User shall remain liable for any fees or damages incurred prior to termination. The provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to intellectual property rights, indemnification, and limitation of liability.

MUTUAL REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants to the other that (i) it is duly organized and in good standing under the laws of the state indicated as its state of and has capacity and experience to enter into and perform these Terms, (ii) these Terms has been duly authorized, executed and delivered on behalf of such Party and constitutes the valid, legal and binding agreement of such Party, enforceable in accordance with its terms, and (iii) neither the execution nor the performance of these Terms does, or will, violate, conflict with, or constitute a material breach or default under, the articles of incorporation of such Party, or any statute, rule, regulation, order, ordinance, judgment, decree or award applicable to such Party or any material agreement or other instrument to which such Party or any material asset or property of such Party is, or may be bound. Additionally, each Party represents and warrants to the other Party that it will perform its obligations hereunder in accordance with all applicable federal, state of local statute, regulation, rule, ordinance common law, including but not limited to state licensing laws.

INDEMNIFICATION. User agrees to indemnify, defend, and hold harmless Pairgap, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees, arising out of or in connection with User’s use of the Services, violation of this Agreement, or infringement of any third-party rights. Pairgap reserves the right to assume exclusive defense and control of any matter subject to indemnification, and User agrees to cooperate with such defense at User’s expense.

LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNT OF ACTUAL DAMAGES INCURRED BY THE PARTY. ARBITRATION; JURY TRIAL WAIVER: VENUE. All claims, disputes and other matters in question between the Parties arising out of or relating to these Terms or the Contract Documents shall be decided by binding arbitration in New York, New York in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association subject to the limitations of this Section. This Section and any other agreement or consent to arbitrate entered into will be specifically enforceable under the prevailing law of any court having jurisdiction. Unless agreed otherwise, the Parties, the Parties’ attorneys and the arbitrators shall treat the arbitration, any disclosures made during the arbitration and the decision of the arbitrators as confidential, except to the extent necessary in connection with a judicial challenge to, or enforcement of an award, or as otherwise required by law. In the event the foregoing arbitration provisions become inapplicable each Party hereto hereby irrevocably (i) waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to these Terms, and (ii) submits and consents to the exclusive jurisdiction of the State of New York and the selection of venue in the courts of New York County, New York, or the federal courts of the United States for the Southern District of New York, and no other courts.

GOVERNING LAW; JURISDICTION. The laws of the State of New York shall govern the validity and interpretation of these Terms, the performance by the Parties of their respective obligations hereunder, and all other causes of action (whether sounding in contract or in tort) arising out of or relating to these Terms or the termination of these Terms without regard to its conflict of laws rules.

ASSIGNMENT. The User agrees that these Terms and any obligations hereunder may not be assigned or delegated by the User without the prior written consent of Pairgap.

WAIVER. Pairgap’s waiver of any breach or failure to enforce any of the terms and conditions of these Terms at any time shall not in any way affect, limit or waive Pairgap’s right thereafter to enforce and compel strict compliance with every term and condition thereof.

CONSTRUCTION; SEVERABILITY. All section captions and headings are for reference only and shall not be considered in interpreting or construing these Terms. These Terms will be fairly interpreted in accordance with its terms, without any strict construction in favor of or against either Party. English shall be the governing language of these Terms. In the event any provision of these Terms is held to be invalid, illegal, or unenforceable, then the invalid, illegal, or unenforceable provision shall be replaced by a revised provision, which, being valid, legal, and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal, or unenforceable provision, and the remainder of these Terms will remain binding and in full force and effect.

COUNTERPARTS. These Terms may be executed in one or more counterparts, each of which shall constitute an original, but taken together shall constitute one and the same document. The Parties hereby agree that these Terms may be signed through the use of commercially available electronic software which results in confirmed signatures delivered electronically to each of the Parties. 5 THE PARTIES HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, AS WELL AS ANY TERMS AND CONDITIONS SET FORTH IN ANY PROPOSAL.