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

“Agent” (also referred to as “you”): the real estate agent with access to an Agent Account and offering or providing Agent Services on, or with the help of, the Anyone Platform.

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

“Agent 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.

“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 Agent Account and the Anyone Platform, and to purchase and use Subscriptions.

“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, registered with the Chamber of Commerce under number 87900769.

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

“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.

“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.

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

“Parties”: Agent and Anyone.

“Platform Guidelines”: the guidelines that apply to the operation of the Anyone Platform and its use by Agent.

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

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

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

2.1 Registration. To use the Anyone Platform, you must register an Agent Account on www.anyone.com. By registering the Agent Account, you declare and guarantee that:

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

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

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

you will not use the Anyone Platform or the Anyone Services for purposes other than permitted by these Terms of Service, and that you will not interfere with the proper functioning of the Anyone Platform and the Anyone Services;

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 the 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 Use Limitations. While using the Anyone Platform, unless expressly permitted under mandatory applicable law, you may not:

decompile or reverse-engineer the source code of the Anyone Platform or other Anyone software, or attempt to obtain the source code of the Anyone Platform or other Anyone software in any other way;

modify the Anyone Platform in any way or form, or use modified versions of the Anyone Platform;

transmit files containing viruses, corrupted files, or other programs that may damage or adversely affect activities on the Anyone Platform;

copy, modify, distribute, disseminate, reverse engineer, scrape, decompile, frame, data mine, use for training (generative) artificial intelligence or otherwise exploit the Anyone Platform, by automated means or otherwise;

attempt to gain unauthorized access to the Anyone Platform or Anyone Services.

2.4 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.

2.5 Agent Content. Throughout the term of the Agreement, Agents may update certain Agent Content in the Agent Account. You will ensure that the Agent 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 Agent 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 Agent Content. Such waiver does not affect in any way Agent ownership of any intellectual property rights in the Agent Content.

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

2.7 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 Agent Account. Subscriptions are part of the Agreement, come into effect upon the date of purchase, and can be terminated by you or us for convenience (“opzeggen”) upon fifteen (15) days written notice. You can terminate the Subscription through the settings in your Agent 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 credit card or any other payment method chosen upon purchase. Fees are non-refundable and shall be paid in full and without any deduction. Unless otherwise agreed in writing or indicated on the Anyone Platform, the price does not include value added tax (VAT), taxes 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 average inflation in the previous calendar year based on the Consumer Price Index of Statistics Netherlands (“Centraal Bureau van de Statistiek”). If Anyone does this within three (3) months after your purchase of the Subscription, you may terminate the Subscription free of charge.

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

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 Agent Account and to provide the 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 Agent Content or processed in connection with the Agent Services that you provide to 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 fulfilment 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 Agents structurally 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 offering or provision of Agent Services.

7.2 Liability for Agent Services and Customers. Since the use of the Anyone Platform for requesting Agent Services depends on your conduct and 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 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 Agent Content and the Agent Services, including their 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 Agent Account, and can be terminated by you or us for convenience (“opzeggen”) upon fifteen (15) days written notice. You can terminate the Agreement through the settings in your Agent 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 Agent 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 the Agreement for cause (“ontbinden”). Such termination also terminates any Subscriptions, and will take effect after thirty (30) days, or immediately if your termination is in relation to 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 Agent Account. Anyone will retain Agent Content available through the Agent Account with limited functionality for ten (10) days so that you may extract the Agent Content. After the 10-day retention period ends, Anyone will disable the Agent Account and delete the Agent 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 2.7 (Pre-existing Intellectual Property Rights), 3.2 (Fees and Payment), 4 (Relationship Between You, Us and the Customers), 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 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.

9.3 Assignment. Agent shall 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 the prior written consent of Agent, 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.

9.4 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 you continue to use the Anyone Services after the effective date of the amendment, you are deemed to have accepted the revised terms. In the event that revised terms are not acceptable to Agent, the 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.

9.5 Severability. The invalidity, illegality or unenforceability of any of the provisions of the Agreement in any jurisdiction shall not affect the validity, legality and enforceability of the remaining provisions of the Agreement.

9.6 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.