1.1 Definitions. In addition to terms defined elsewhere in these Terms of Service, the following terms will have the meaning set out below:

“Account”access to a personalized section of the Anyone Platform containing your listings, leads, viewings, Content, and other information, through a dashboard or otherwise.

“Agent” (also referred to as “you”): any real estate agent or other user of the Anyone Platform or the Anyone Services offering or providing services to any Customer.

“Agent Services”: any services offered or provided by an Agent to a Customer on, through, or with help of, the Anyone Platform.

“Agreement”: your agreement to use the Anyone Services, and to access the Account and the Anyone Platform.

“Anyone” (also referred to as “we”,“us” or “our”): Anyone.com B.V. a private company with limited liability incorporated under the laws of the Netherlands.

“Anyone Platform”: the platform available through www.anyone.com and its subdomains, including the Account.

“Anyone Services”: all services provided by Anyone under the Agreement, including the provision and maintenance of the Anyone Platform, support services, communication between Anyone, Agents and Customers, and other similar services.

“Content”: images, logos, trademarks, text, documents (including Customer Agreements), and all other information in relation to you, provided by you or otherwise obtained by Anyone, for purposes of your use of the Anyone Services, promoting you or your Agent Services on the Anyone Platform, or facilitating your provision of Agent Services.

“Customer”: any user of the Anyone Platform or the Anyone Services seeking to sell or buy ownership or other rights in (real estate) property.

“Customer Agreement”: any agreement, including discussions or negotiations for such agreement, under which you provide Agent Services to a Customer.

“Fees”: the one-off and/or recurring fees which the Agent is required to pay Anyone to access premium user functionality under a Subscription.

“Intellectual Property Rights”: means all intellectual property rights, including copyrights, patents, utility models, trademarks, service marks, design rights, database rights, proprietary information rights, know-how and all other intellectual or industrial proprietary rights as may hereinafter exist anywhere in the world.

“Parties”: Agent and Anyone.

“Platform Guidelines”: the guidelines that apply to the operation of the Anyone Platform and its use by you documented here. or any successor website.

“Subscription”: a subscription under this Agreement to gain access to and use the premium user functionality on the Anyone Platform.

“Terms of Service”: these Terms of Service for Agents, including the documents referenced therein.

1.2 Application. These Terms of Service apply to all offers of Anyone and to all agreements (including this Agreement) between Anyone and you, and take precedence over any other communication (oral or in writing) between the parties. Any general terms and conditions (of sale) generated by you shall not apply and are expressly rejected.

By using and accessing this the Anyone Platform, including its content, graphics, applications, registration information, and any related or linked service, you agree to comply with these Terms of Service and all applicable laws. Your continued use of the Anyone Platform will indicate your agreement to be bound by these Terms of Service and any future revisions. If you do not agree with any of these Terms of Service, do not access or otherwise use the Anyone Platform or any of its contents.

2.1 Registration. To use the Anyone Platform, you must register a personal Account on www.anyone.com. By registering the Account, you represent and guarantee that:

You are over the age of 18 years old; you have not been previously suspended from using the Anyone Platform or Anyone Services; and your registration complies with all laws and regulations applicable to you;

You have carefully studied these Terms of Service, fully understand them, and agree to be bound by them;

You will keep the Content accurate and up to date at all times;

You are responsible for maintaining the confidentiality of your password and all use of your Account, and that you will not allow other persons to use your Account, nor will you transfer or assign the Account to another person;

You will fully comply with all laws and regulations applicable in the jurisdiction(s) where you use the Anyone Services and provide Agent Services, including (but not limited to) laws relating to real estate services and property transactions, and possess all licenses, permits, registrations, certificates, rights and other documentation required;

2.2 Agent License. Subject to your compliance with the terms and conditions of this Agreement, including the timely payment of the Fees for any Subscriptions purchased by you, we hereby grant you a limited, personal, revocable, non-exclusive license for the term of the Agreement to use the Anyone Platform for the purpose mentioned in these Terms of Service. The license does not give you the right to sublicense or transfer rights to third parties.

2.3 Platform Guidelines Agent acknowledges that the Platform Guidelines apply to the operation of the Anyone Platform and Agent’s use thereof. The Platform Guidelines may be updated from time to time upon prior written notice by Anyone. Agent agrees to adhere to these Platform Guidelines in the performance of the Agreement.

2.4 Content Throughout the term of this Agreement, you may update certain Content in the Account. You will ensure that the Content (including any updates thereof) (i) is not misleading towards third parties (including Customers), (ii) complies with the reasonable requirements as communicated by Anyone to you, (iii) does not infringe any third party rights, including intellectual property rights, and (iv) complies with all applicable laws and regulations. Agent hereby provides Anyone with a worldwide, royalty-free, non-exclusive, transferable perpetual license (i) for our internal business purposes and (ii) to display the Content on the Anyone Platform for purposes of promoting the Agent Services and facilitating the provision thereof by Agent. Agent waives any moral rights which it may have under any applicable law to object to changes made to Content. Such waiver does not affect in any way Agent’s ownership of any intellectual property rights in the Content.

2.5 Backups and Copies. We do not make additional copies or backups of Content. We therefore recommend that you regularly make such copies or backups.

2.6 Pre-existing Intellectual Property Rights. All Intellectual Property Rights existing prior to the closure of the Agreement will belong to the Party that owned such rights prior to closure. Notably, Anyone shall remain the owner of all Intellectual Property Rights in relation to the Anyone Platform and the Anyone Services. Neither Party shall transfer by implementation of the Agreement any such pre-existing Intellectual Property Rights.

3.1 Subscriptions. To access premium user features, you may purchase one or more Subscriptions through the Account. Subscriptions are a part of the Agreement, come into effect upon the date of purchase, and can be terminated by you or us for convenience (in Dutch: “opzeggen”) upon fifteen (15) days written notice. You can terminate the Subscription through the settings in your Account.

3.2 Fees and Payment. Under the Subscription, the Agent will pay Anyone the one-off and/or monthly recurring Fees. Recurring Fees will automatically be charged on the first day of each subscribed month through the credit card or any other payment method chosen upon purchase. Fees are non-refundable and shall be paid in full without any deduction. Unless otherwise agreed in writing or indicated on the Anyone Platform, the price does not include tax or import or export formalities, which costs shall be the responsibility of Agent. If the Subscription is subject to any taxes, Anyone may charge the relevant taxes to Agent.

3.3 Fee adjustments. Once annually, Anyone has the right to adjust the Fees for the average inflation in the previous calendar year based on the Consumer Price Index of Statistics Netherlands (in Dutch: “Centraal Bureau van de Statistiek”). If Anyone adjusts the Fees within three (3) months after your purchase of the Subscription, you may terminate the Subscription free of charge.

4.1 No Intervention. You acknowledge and agree that we provide you with a platform enabling you to enter into Customer Agreements to provide Agent Services. We do not provide Agent Services or otherwise intervene (in Dutch: “bemiddelen”) during transactions between you and Customers, including to provide Agent Services for the purchase and use of real estate. You must ensure that Anyone will not be a party to any Customer Agreement with you, or to any agreement between Customers, and that this is clearly and transparently communicated in any Customer Agreement.

4.2 Relationship. Nothing in the Agreement is intended to, or shall operate to, create a legal partnership, employment, joint venture or agency relationship between the Parties thereto, or to authorize either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

5.1 Data Protection. Agent shall comply with its respective obligations under all applicable laws, regulations and regulatory guidance with respect to data protection and privacy. To the extent we process personal data as a controller, e.g. your personal data processed to create the Account and to provide Anyone Services, we do so in accordance with the Anyone Privacy Statement, which is available at anyone.com/privacy. When we process personal data as a processor, which shall generally be the case for personal data that is part of your Content or processed in connection with the Agent Services that you provide to the Customers, we do so under the following principles whereby the terms used shall have the same meaning as in the General Data Protection Regulation (2016/679/EU), the ”GDPR”:

We shall only carry process the personal data on your instructions and shall inform you if we think any of these instructions infringe the GDPR;

We implement appropriate technical and organizational measures to ensure a level of security of the personal data against loss and unlawful processing, appropriate to the risk, including remedial action in the event of a personal data breach as meant under g.;

You provide us with specific authorization to engage sub-processors. We will inform you in advance of the engagement of a new sub-processor, giving you the right to object within four weeks, after which we assume you have given us your authorization to engage this new sub-processor. We ensure that our sub-processor shall be subject to a written contract providing for the same level of protection and we shall remain liable to you for the performance of our sub-processors;

We will ensure that all persons we have authorized to process the personal data are bound to confidentiality;

we will submit to a data security audit when reasonably required by you and at any time, under the conditions to be agreed between the parties, if any of your regulators requires an audit of your organization and / or any of your service providers. You will reimburse us for all reasonable costs of our cooperation in such audit;

Where appropriate we shall assist you with the fulfillment of your obligations under the GDPR, such as responding to requests to exercise data subject rights, data protection impact assessments and prior consultations with supervisory authorities;

In case of a personal data breach, we shall inform you within 48 hours after discovery;

Upon your request we shall delete or return all personal data to you after the end of the provision of the Anyone Services to you, unless we still have a legal obligation to retain the personal data;

We shall only transfer personal data to a country outside the European Economic Area when observing Chapter V of the GDPR.

6.1 Support. To the extent Anyone offers support for use of the Anyone Services, support is provided in its existing state (“as-is”) and on the basis of availability (“as-available”), and Anyone reserves the right to refrain from providing support in case of excessive support requests, i.e. when Agent repeatedly requests support significantly more than average.

7.1 Anyone Services. Anyone shall use commercially reasonable efforts to ensure that the Anyone Platform is available 24/7. However, you accept the Anyone Services in their existing state (“as-is”), without any commitments by Anyone with regards to accuracy, completeness, quality, fitness for a particular purpose, or non-infringement. You agree that the Anyone Services are primarily provided in the English language and that Anyone Services provided in other languages, including translations of text on the Anyone Platform, are for convenience purposes only, so that Anyone cannot be held responsible for translation or typographical errors. You also accept the Anyone Services on the basis of availability (“as available”). Anyone may interrupt access, notably for reasons of maintenance and upgrading, or for any other reasons, specifically technical reasons. Anyone is in no event responsible for interrupted access to the Anyone Services and any resulting effects on the offering or provision of Agent Services.

7.2 Liability including Agent and Agent Services. Since the use of the Anyone Platform for requesting Agent Services depends on your conduct and the conduct of Customers, we do not guarantee that our provision of the Anyone Services will result in any property sale or purchase, change of ownership or other rights, or requests for Agent Services. Anyone will only act as a provider of the Anyone Services and shall have no responsibilities, obligations or liability in respect of the real estate transactions or Agent Services on any ground whatsoever. We are also not liable for acts or omissions of Customers and are not liable for any damages that may arise for you or your business as a result of the acts or omissions of the Customers.

7.3 Our Liability. If we breach our obligations under the Agreement, or if you have any legal basis whatsoever for recovering damages, you agree that to the extent permitted by applicable law, and except with respect to (i) claims arising from intent or gross negligence of Anyone’s management, and (ii) liability for death or personal injury, under no circumstances will Anyone be liable for direct damages exceeding two thousand (2,000) Euros per event. Under no circumstances will Anyone be liable for more than ten thousand (10,000) Euros under the Agreement or any other legal basis. You cannot recover any other damages, including indirect or consequential damages, damages caused by third party claims, lost profits or savings, or damages resulting from business interruption, or lost or inaccurate data.

7.4 Indemnity. Agent will indemnify, defend and hold harmless Anyone and its affiliates, and their respective officers, directors, employees, successors and assigns from any and all damages and costs (including reasonable legal fees) due to or in connection with (i) the Content and Agent Services, including its actual or alleged infringement of the Intellectual Property Rights of any third party; and (ii) Agent’s breach of its obligations under the Agreement or any other applicable laws or regulations. Anyone reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Agent, in which event Agent will fully cooperate with Anyone in asserting any available defenses.

8.1 Term. The Agreement comes into effect upon your registration of an Account, and can be terminated by you or us for convenience (in Dutch: “opzeggen”) upon fifteen (15) days written notice. You can terminate the Agreement through the settings in your Account or by contacting our support department and notifying us in writing of a termination.

8.2 Suspension and termination for cause. If you breach your obligations under the Agreement (including but not limited to the Platform Guidelines or your obligation to pay the Fees) or any law or regulation applicable to you, Anyone may provide you with a written notice of default, informing you of the breach. If you fail to cure the breach within any reasonable time period provided in the notice, then Anyone may suspend your access to the Account until you have cured the breach. If you repeatedly breach any of the aforementioned obligations, or breach several different obligations after each other, Anyone may terminate this Agreement for cause (in Dutch: “ontbinden”). Such termination also terminates any Subscriptions, and will take effect after thirty (30) days, or immediately if your termination is in relation to a serious form of illegal or inappropriate content, to safeguard the security of the Anyone Platform or Anyone Services, or to prevent fraudulent activities or spam.

8.3 Effect of Termination.Upon termination of the Agreement (whether by you or by us), the Anyone Services stop immediately and your right to use the Anyone Platform, including through a Subscription, ends. We may, at our discretion, prohibit you from creating a new Account. Anyone will retain Content available through the Account with limited functionality for ten (10) days so that you may extract the Content. After the ten-day retention period ends, Anyone will disable the Account and delete the Content.

8.4 Survival. Termination of the Agreement shall not affect any accrued rights or liabilities of either Party under the Agreement. Any provision intended or expressed to survive termination or expiry and those provisions necessary for interpretation or enforcement of the Agreement shall survive expiration or termination for whatever reason and shall continue to apply indefinitely. Such surviving provisions include articles 2.6 (Pre-existing Intellectual Property Rights), 3.2 (Fees and Payment), 4 (Relationship Between Anyone and Agent), 7 (Limitation of Liability and Indemnity), and 9.1 (Applicable Law and Jurisdiction).

9.1 Applicable Law and Jurisdiction. The Agreement and any non-contractual obligations arising out of or in connection with it, on whatever basis including tort, are governed by Dutch law. Any dispute that cannot be settled by mutual agreement between the Parties will be brought exclusively before the District Court of Amsterdam, The Netherlands.

9.2 Independent Contractors. You and Anyone will at all times be independent contractors. Neither party will have any right, power, or authority to enter into any agreement for or on behalf of, or to assume or incur any obligation or liabilities on behalf of the other party.

9.3 Order of Precedence. In case of any conflict or inconsistency between these Terms of Service and any document referenced therein, that is not expressly resolved, the Terms of Service will control.

9.4 Assignment. Agent may not assign (any of its rights under) the Agreement or delegate any of its obligations hereunder to a third party without the prior written consent of Anyone, and any such attempted assignment shall be void. Anyone may, without obtaining Agent’s prior written consent, assign any of its rights and obligations under the Agreement to third parties or Anyone’s affiliates or to the surviving corporation with or into which Anyone may merge or consolidate or an entity to which Anyone transfers all, or substantially all, of its business and assets, to which assignment Agent herewith agrees in advance.

9.5 Amendment of the Terms of Service. From time to time and upon written notification, Anyone may amend these Terms of Service. Amendments will take place on the date mentioned in the notification, but in no case sooner than thirty (30) days after notification. If Agent continues to use the Anyone Services after the effective date of the amendment, Agent is deemed to have accepted the revised terms. In the event that revised terms are not acceptable to Agent, Agent has the right to protest against the applicability of the amendment and terminate the Agreement within thirty (30) days after the aforementioned notice, taking into consideration a notice period of thirty (30) days, during which notice period the pre-existing Terms of Service remain applicable.

9.6 Severability. If any provision of this Agreement is held by any court or other competent authority, to be void, illegal or unenforceable in whole or part, this shall not affect the validity, legality, and enforceability of the remaining provisions of the Agreement.

9.7 Notices. All notices to Anyone must be in writing and will be deemed given only when sent by email to legal@anyone.com, and also by first class mail, by hand-delivery, or by a recognized overnight delivery service. All notices to You will be deemed given only when sent by email to an employee or authorized representative listed in its registration information.

9.8 Waiver. The waiver by Anyone of any breach of the terms and conditions hereof will not be considered a modification of any provision, nor shall such a waiver act to bar the enforcement of any subsequent breach. The failure or delay in enforcing compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition unless such term or condition is expressly waived in writing.

9.9 Entire Agreement. The Agreement contains the entire agreement between the Parties in respect of the provision of the Anyone Services and supersedes all previous agreements between the Parties relating to that subject matter. Notwithstanding article 9.5, this Agreement may not be modified except by an instrument in writing signed by the duly authorized representatives of both parties.

10.1 Data Protection. Under article 5.1 (Data Protection), sections (a) to (i) are replaced entirely by the following:

We shall only carry process the personal data on your instructions and shall inform you if we think any of these instructions infringe the GDPR;

We implement appropriate technical and organizational measures to ensure a level of security of the personal data against loss and unlawful processing, appropriate to the risk, including remedial action in the event of a personal data breach;

You provide us with specific authorization to engage sub-processors. We will inform you in advance of the engagement of a new sub-processor, giving you the right to object within four weeks, after which we assume you have given us your authorization to engage this new sub-processor. We ensure that our sub-processor shall be subject to a written contract providing for the same level of protection and we shall remain liable to you for the performance of our sub-processors;

We will ensure that all persons we have authorized to process the personal data are bound to confidentiality;

We will submit to a data security audit when reasonably required by you and at any time, under the conditions to be agreed between the parties, if any of your regulators requires an audit of your organization and / or any of your service providers. You will reimburse us for all reasonable costs of our cooperation in such audit;

Where appropriate we shall assist you with the fulfillment of your legal obligations, such as responding to requests to exercise data subject rights, data protection impact assessments and prior consultations with supervisory authorities;

In case of a personal data breach, we shall inform you as provided by the applicable statute;

Upon your request we shall delete or return all personal data to you after the end of the provision of the Anyone Services to you, unless we still have a legal obligation to retain the personal data.

10.2 Notices of Infringement and Takedown. Anyone prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Anyone Platform, please write to Anyone at the address shown below, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Anyone Platform that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. Anyone will remove any posted submission that infringes the copyright or other intellectual property right of any person under U.S. law upon receipt of such a statement (or any statement in conformance with 17 U.S.C. 512(c)(3)). U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions. Anyone’s contact for submission of notices under this Section is: Legal Department, Anyone.com B.V. legal@anyone.com.

10.3 Our Liability. Article 7.3 (Our Liability) is replaced entirely by the following:

IN NO EVENT SHALL ANYONE BE LIABLE TO YOU FOR ANY CLAIMS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANYONE’S PRODUCTS OR SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, THIRD PARTY DAMAGE CLAIMS, LOST PROFITS OR SAVINGS, OR DAMAGES RESULTING FROM BUSINESS INTERRUPTION, OR LOST OR INACCURATE DATA, TORT OR UNDER ANY STATUTE, INCLUDING NEGLIGENCE AND STRICT LIABILITY OR OTHERWISE, EXCEPT FOR GROSSLY NEGLIGENT ACTS, WILLFUL MISCONDUCT, WILLFUL OMISSIONS OF ANYONE OR DEATH OR PERSONAL INJURY. IN NO EVENT SHALL ANYONE’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED TWO THOUSAND DOLLARS ($2000) PER CLAIM OR IN ANY EVENT TEN THOUSAND DOLLARS ($10,000) FOR ALL LEGAL CLAIMS ASSERTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

NONE OF ANYONE’S PRODUCTS OR SERVICES IT RECOMMENDS, ENDORSES, APPROVES OR OTHERWISE EXPRESSES ANY OPINION REGARDING ANY TRANSACTION OR STRATEGIES AND NONE OF ANYONE’S PRODUCTS OR SERVICES IS INTENDED TO CONSTITUTE ADVICE OR A RECOMMENDATION TO MAKE (OR REFRAIN FROM MAKING) ANY KIND OF PURCHASE OR INVESTMENT DECISION AND MAY NOT BE RELIED ON AS SUCH.

10.4 Disclaimer of Warranties.The Anyone Platform and Services are provided “as is” with no representations and warranties whatsoever, expressed, or implied, including the implied warranties of merchantability and of fitness for a particular purpose.

10.5 Applicable Law and Jurisdiction. Article 9.1 (Applicable Law and Jurisdiction) is replaced entirely by the following: This Agreement shall be governed and construed in accordance with the domestic laws of the State of New York applicable to agreements made and fully performed in such state, without giving effect to conflicts of laws principles. In the event you are in default on any payment obligation to Anyone under this Agreement or any other contract, and Anyone is seeking payment of a financial obligation, you consent to the personal jurisdiction of the state and federal courts within New York County, City of New York, for the adjudication of all matters relating to, or arising under this Agreement. You further consent that service of process may be made via email to the email address provided in your registration. In the event you commence any form of legal proceeding against Anyone, whether in contract, negligence, intellectual property, or any other cause of action, you and Anyone agree the only forum to hear the claim will be District Court of Amsterdam, the Netherlands and you consent to this venue without restriction. The District Court will apply the substantive law of the State of New York.

10.6 Jury Waiver. AS TO ANY LEGAL PROCEEDING IN ANY FORUM, THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. YOU HEREBY WAIVE ANY RIGHT TO MAKE A CLAIM AS PART OF A CLASS ACTION.

10.7 Claims. You agree that any claim or cause of action that you have arising out of or related to the use of any services provided on the Anyone Platform or these Terms of Service must be filed within one (1) year after the date that such claim or cause of action arose or be forever barred. This section 10.7 shall survive expiration or termination for whatever reason and shall continue to apply indefinitely.