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Masterkey Partner Umbrella Agreement

By clicking the "i accept" button displayed as part of the signup process, you agree to the following terms and conditions (the "agreement") governing your application to masterkey's partner program (the "program"). in the event masterkey accepts your application to the program, you agree that the following terms and conditions shall apply. if you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. if you do not have such authority, or if you do not agree with these terms and conditions, you must select the "i decline" button and may not participate in the program. the "effective date" of this agreement shall be the date of your acceptance.

This Masterkey Partner Umbrella Agreement ("Agreement" includes the terms and definitions set out below, the Masterkey Partner Program (the "Program" policies referenced in this Agreement and any additional written terms posted on the Program web site related to the benefits you receive from Masterkey under this Agreement. This Agreement is not effective unless and until Masterkey notifies you in writing (including via email) that you have been accepted by Masterkey into the Program. If accepted, Masterkey will notify you and you will be designated by Masterkey into a Program Type. Where this Agreement refers to Program Benefits or services offered by Masterkey to you if applicable to your Program Type, such Program Benefits or services apply to you only if Masterkey has notified you of your acceptance into the applicable Program Type. As referred to in this Agreement, Masterkey means collectively Masterkey Computer Systems LLC, by and through its predecessors, a limited liability company, having its principal place of business at P.O Box 333415, Showroom A, Nashwan Building, Plot No. 316-594, Al Rafa, Bur Dubai, Dubai, U.A.E.

For purposes of this Agreement, the Partners will be categorized as Referral Partners and Certified Partners. The Referral Partner will be paid commission based on end users referrals. The Certified Partners will be tiered as Registered, Select, Premier or Gold, based on their levels of engagement in Masterkey.If Partner is also a Reseller (as defined below), Partner may also be referred to as "Reseller" in Part B of this Agreement.

This Agreement is divided into 3 Parts, which apply as follows:

Part A, Definitions and Program Overview: Applies to all Partners, Referral and Certified.

Part B, Reseller Terms and Conditions: Only applies to Partners acting as Resellers.

Part C, General Terms and Conditions: Applies to all Partners, Referral, Certified and Partners acting as Resellers


Part A - Definitions and Program Overview

1. Scope and Definitions

1.1 Scope: This program is designed to help technology companies deliver solutions based on Masterkey technologies. Masterkey's participation in this program is voluntary. Nothing in this Agreement restricts Masterkey from supporting, promoting, distributing or using non-Masterkey technology.

2. Definitions

Added Value means additional services provided by Partner apart from the sale of Masterkey Services or Products to an End User.

Application means the software application known as "MASTERKEY" (which shall include, without limitation, any future Updates, Derivative Works and the Program Documentation.

Authorized Source means an entity that is licensed to resell Masterkey Products.

Certified Partners means professional service providers and/or Resellers that have registered after complying with Membership requirements as per tiers and terms under Program Policies.

Commission means rate of commission payable to Referral Partners. The commission rates will be listed online. The commission will be paid 30 days from the date of receipt.

Consultation fees means fees outlined in the Partner Portal for Certified Partners.

Growth markets means specified territories in which Partner generates lead registration for sale and/or lease of the product. (Growth markets and Existing markets may be termed as "Territory" for specified purposes).

Existing markets means specified territories in which Partner generates lead registration for sale and/or lease of the product. (Growth markets and Existing markets may be termed as "Territory" for specified purposes).

End User is the final purchaser or licensee that: (i) has acquired Product and/or Masterkey Services for its own Internal Use and not for Resale, remarketing or distribution, and (ii) is identified as such purchaser or licensee by Reseller pursuant to terms and conditions below.

End User License Order is the agreement governing every User License sold and is found at the following address: /legal/eula.aspx

Masterkey Services means any services performed by Masterkey for End Users, including without limitation, Product maintenance and technical support.

Minimum revenue commitment means minimum revenue commitment as outlined in the Partner Portal or in the respective Partner Agreement.

Opportunity means, in Masterkey's reasonable determination, a referral of a new Masterkey End User customer, or a new subsidiary, division or other distinct business unit of a pre-existing Masterkey End User customer.

Order Form means the Masterkey form of ordering document for one or more types of Program Benefits.

Partner Discount means the percentage reduction from List Price to be granted to Certified Partners which will be outlined in the Partner Portal or in the respective Partner Agreement.

Partner Logo means the logo identified as the appropriate "Partner Logo" for your tier and available from the Partner Portal.

Partner Portal means the secure area located on the Masterkey website as and when it is ready.

Partnership fees means fees as outlined in the Partner Portal or in the respective Partner Agreement.

Products means license of the software application known as "Masterkey" (which shall include, without limitation, any future Updates, Derivative Works and the Program Documentation), and sale or lease of incidental services including SMS and email credits, services including training, business consultancy, technical consultancy, website development, customization, programming, masterplan and support packs.

Program Policies means such policies outlining membership requirements to be registered as a Partner, selection criteria, territories and operation for Partners.

Professional Services means any pre or post-sale services performed by Partner for an End User, excluding training on Masterkey Products that provide Added Value for Masterkey Products. Such services include without limitation pre- and post-sales configuration, troubleshooting, and support on Masterkey Products.

Proprietary Marks means the copyright and all other intellectual property rights (including all database rights, trademarks, service marks, trading names, text, graphics, code, files and links) belong to Masterkey or Masterkey's licensor(s).

Registered Partner is a Certified Partner which has yet to complete the necessary level membership requirements defined in the Program Policies. The Partner shall be treated as a Referral partner until such certification is complete.

Reseller is a Certified Partner that purchases and/or licenses Masterkey Services and Products from an Authorized Source and Resells them directly to End Users.

Services means one or more of the Masterkey-branded services that Masterkey offers for sale or lease on its price lists.

Software means the software application known as "Masterkey" (which shall include, without limitation, any future Updates, Derivative Works and the Program Documentation), developed or marketed by Masterkey and related documentation for which Masterkey grants licenses for use. No "sale" of any software is conveyed..

3. Program Overview

Your application for membership to the Program consists of this Agreement together with a completed application packet prepared by you. The application packet consists of an online application form completed by you in which you have specified which Program Type you wish to be considered for, together with applicable supporting documentation as specified in the application form. If accepted, you will be notified of the Program Type for which you have qualified.

Part B - Reseller Terms and Conditions

This Part B only applies if Partner is Reselling Products and/or Masterkey Services.

4. Masterkey Authorization and Resale Rules

4.1 Masterkey Authorization: During the term of this Agreement, Masterkey hereby authorizes Reseller to purchase and/or license Masterkey Services and Products only and to resell and/or redistribute such Masterkey Services and Products directly to End Users who deploy Products and receive Masterkey Services within the Territory.

4.2 No Resale outside the Territory: Reseller agrees not to solicit Product or Service orders, engage salespersons, Resell, or establish warehouses or other distribution centers outside of the Territory.

4.3 Sales to End Users: Reseller certifies that it is acquiring the Products and Services solely for Resale to End Users, in accordance with this Agreement. Reseller will not Resell, license, sublicense or distribute Products or Services to other resellers of Masterkey Products or Services, whether or not such other resellers are authorized by Masterkey or by any other source to resell or license Products or Services. Notwithstanding the above provisions of this Section B.1.3, Reseller may Resell Products or Services to any other Masterkey-authorized Reseller of Masterkey Products or Services in the Territory, provided that such other Reseller is purchasing and using such Products or Services strictly as an End User and strictly for its Internal Use in the Territory.

4.4 Prior to accepting a purchase order from an End User for Masterkey Services, Reseller shall

(a) refer the End User to the relevant End User License Agreement, or

(b) provide a current copy of such documents to End User.

4.5 Unsupported Products: If Reseller elects not to Resell Masterkey Services at the time of Product purchase or if Product becomes unsupported due for whatever reason at some point subsequent to initial deployment, Reseller shall refer End User information, including but not limited to End User name, address and phone number to Masterkey within ninety (90) days of Product becoming unsupported and authorizes Masterkey to contact the End User for the express purpose of contracting directly for support services for the unsupported Product identified by Reseller.

4.6 Added Value Requirement: Each time a Reseller resells Masterkey Services or Products to an End User, Reseller can include its Added Value. Reseller must be able to demonstrate Products to prospective End Users at the End User's location and make Professional Services available for each Product Resold by Reseller.

Part C - General Terms and Conditions

5. Partner Benefits

Subject to Partner's compliance with its obligations under this Agreement, Partner shall be entitled to the following benefits:

5.1 Partner Portal Access: Partner shall have partner-level access to the information and tools on the Masterkey web site, provided Partner's use of such information is subject to the terms and conditions of Masterkey web site (including, without limitation, Masterkey's software license terms associated with Partner's downloading of any software from Masterkey website) and the Confidentiality obligations of this Agreement.

5.2 Other Benefits: Partner shall be entitled to such other benefits including online lead registration, online lead tracking, free access to online Learning Materials, discount on end user training, use of Masterkey's Logo and other marketing material as per our C.7, access to an online demonstration version, listing on partners list and technical support as defined in your Program Policies.

6. Term, Termination and Renewal

6.1 Term: This Agreement shall come into force on the date of notification to you of your acceptance as a member of the Program type and shall continue for an initial period of twelve (12) months and thereafter the term shall automatically renew for successive twelve (12) month periods unless either Party terminates this Agreement as identified below.

6.2 Termination: Within the first thirty (30) days following the Effective Date of this Agreement, Masterkey may terminate this Agreement for convenience with no notice. After the first thirty (30) days following the Effective Date of this Agreement, this Agreement may be terminated for convenience, for any reason or no reason, by either party upon no less than thirty (30) days prior written notice to the other. This Agreement may be terminated by Masterkey for cause at any time upon Partner's material breach of the Agreement, on ten (10) days notice, except that this Agreement may be terminated by Masterkey immediately upon Partner's breach of any provision of Sections B.4.2, B.4.3, B.4.6, C.7, C.8, C.14 and C15. Should the Partner fail to achieve milestones prescribed under this Agreement or the relevant Certified Partner Agreement, Masterkey has the right to suspend the membership or partnership of the Partner.

6.3 Effect of Termination: Upon the termination or expiration of this Agreement, Partner's rights to purchase Masterkey Services and Products from any Authorized Source shall immediately terminate, Masterkey shall discontinue all Partner benefits listed in Section C.1 above, and Partner shall immediately (a) cease to represent itself as a Masterkey Registered Partner, and (b) cease its use of any of the Proprietary Marks. In the event of termination or expiration of this Agreement or the relevant Certified Partner Agreement, Masterkey has the right to transfer the rights of the Partner and the license sold to or acquired by the end user, prior to termination or expiration of the Agreement, to such other Partners or Resellers as Masterkey deems fit and appropriate.

6.4 Renewal: This Agreement shall automatically renew at Masterkey's standard terms and any applicable fees in effect at such time unless a party gives the other party written notice at least 30 days prior to its expiration. Provisions that survive termination or expiration include those relating to limitation of liability, payment, and others which by their nature are intended to survive.

6.5 Bankruptcy or Dissolution. Upon dissolution of Partner's business, the filing of a voluntary or involuntary petition in bankruptcy by Partner or on Partner's behalf, or termination or expiration of this Agreement, Partner agrees to return or destroy and refrain from using any information regarding marketing and/or sales opportunities that has been provided to Partner.

7. Use of the Partner Logo & other Marks, and third party Software

7.1 Logo Rights: Subject to Partner's acceptance by Masterkey for membership, each party hereby grants to the other a worldwide, nonexclusive, nontransferable, non-sublicenseable, royalty-free license to use, in Partner's case, "Masterkey" and the associated Partner Logo for which you qualify and, in Masterkey's case, Partner's company name and the associated logo (collectively, "Marks") solely in connection with each party's rights, duties and obligations under this Agreement. Any use of Marks shall be in accordance with the granting party's reasonable trademark usage policies, with proper markings and legends, and subject to granting party's prior written approval.

7.2 Withdraw of Rights. The granting party may withdraw any approval of any use of its Marks at any time in its sole discretion. The Partner will not use any other logo than it qualifies for. Such use will constitute a breach of contract.

7.3 Monitoring Logo Use. During the period of use, the licensed party shall reasonably cooperate with the granting party in facilitating the granting party's monitoring and control of the nature and quality of products and services bearing the granting party's Marks, and shall supply the granting party with specimens of the licensed party's use of the granting party's Marks upon request. If the granting party notifies the licensed party that the licensed party's use of the granting party's Marks is not in compliance with the granting party's trademark policies or is otherwise deficient, then the licensed party shall promptly comply with such policies or otherwise as directed by the granting party. Neither party shall make any express or implied statement or suggestion, or use the other party's Marks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the other party or its business, products or services.

7.4 Each party acknowledges that the other party's Marks are and shall remain Marks of the other party. Neither party shall gain any right, title or interest with respect to the other party's Marks by use thereof nor shall all rights or goodwill associated with the other party's Marks inure to the benefit of the other party.

7.5 Third Party Software: Partner acknowledges that certain Software owned by may be licensed to Masterkey by third parties. In such an event, Partner agrees to comply with any obligations imposed on Masterkey by such third parties including, but not limited to, licensing terms and sales information, reporting requirements and such other terms. In the event of any conflict between this Agreement and the obligations required by the relevant third party as notified by Masterkey to Partner, then the latter shall prevail for the relevant Masterkey Product.

7.6 Escrow Agreements: Partner shall not enter into any escrow agreement in respect of the Software without first obtaining the prior written consent of Masterkey.

7.7 The Partner shall not offer to End Users any Software which has been modified, amended or altered in any way without obtaining Masterkey's prior written consent.

8. Confidentiality and Publicity

In the event that Partner receives from Masterkey information that is marked as confidential, Partner shall protect that information using the same degree of care as it uses to protect its own sensitive business information, but not less than a reasonable degree of care, and shall not disclose such information to any third party without Masterkey's prior written consent. Partner shall only use such information in connection with the promotion and Resale of Products and Services. Upon the termination or expiration of this Agreement, Partner will promptly return any confidential information provided by Masterkey to Partner. Except as expressly provided in this Agreement, neither Masterkey nor Partner will issue press releases or make other public announcements that identify Partner as an authorized or registered Partner without the express written consent of the other party. In addition, Partner shall at no time (nor cause any third party to) take any action, publish or otherwise communicate anything whichisor may be detrimental to the business reputation of Masterkey. In the event that Partner receives from Masterkey information that is not confidential, Partner shall protect the information unless it is deemed to be within the purview of public domain.

9. License to Information

Information made available to Partner through Masterkey web site is made available subject to the confidentiality and privacy terms contained on the relevant website and any additional terms as Masterkey may notify Partner of through Masterkey site. Information provided through Masterkey site may be used only in connection with Partner's promotion and Resale of Products and Services.

10. Limited Warranty / Warranty Disclaimer/Remedies.

10.1 Warranty. The only warranty Masterkey provides with respect to any Product is the written limited warranty statement provided with that Product or, if no warranty statement is provided with a Product, none at all.

10.2 Disclaimer. Except As Specified In The Limited Warranty Statement Specified In Section C.10.1 Above, All Express Or Implied Conditions, Representations Or Warranties Including, Without Limitation, Any Implied Warranty Or Condition Of Merchantibility, Fitness For A Particular Purpose (Even If Known To Masterkey), Noninfringement, Satisfactory Quality Or Arising From A Course Of Dealing, Law, Usage, Or Trade Practice Are Hereby Excluded To The Greatest Extent Allowed By Applicable Law. To The Extent An Implied Warranty Cannot Be Excluded, Such Warranty Is Limited To The 90-Day Period Provided In The Limited Warranty Statement Specified In

10.3 Section C.10.1 Above. This Disclaimer And Exclusion Shall Apply Even If The Express Warranty Set Forth Above Fails Of Its Essential Purpose. Partner Shall Not Make Any Warranty Commitment Beyond The Limited Warranty Referenced In Section C.10.1 On Masterkey's Behalf. Partner Agrees To Indemnify Masterkey And Hold Masterkey Harmless From Any Warranty Made By Partner Beyond The Limited Warranty Referenced In Section C.10.1.

11. Limitation of Liability and Consequential Damages Waiver

The limits of liability for this Agreement are set forth as follows:

11.1 Limitation Of Liability. Notwithstanding Anything Else Herein, All Liability Of Masterkey And Its Suppliers For Claims Arising Under This Agreement Or Otherwise Shall Be Limited To The Money Paid By Partner To Its Authorized Source For Masterkey Services And Products In The Three (3) Months Preceding The Event Or Circumstances Giving Rise To Such Liability. This Limitation Of Liability Is Cumulative And Not Per-Incident.

11.2 Waiver Of Consequential Damages. In No Event Shall Masterkey Or Its Suppliers Be Liable For Any Incidental, Special, Indirect, Punitive Or Consequential Damages, Lost Revenue, Lost Profits, Or Lost Or Damaged Data, Whether Arising In Contract, Tort (Including Negligence) Or Otherwise, Even If Masterkey Or Its Suppliers Have Been Informed Of The Possibility Thereof.

12. Third Party Rights

To the extent permitted by law, no person or entity that is not a party to this Agreement shall be entitled to enforce or benefit from any of this Agreement's terms..

13. Entitlement

Partner acknowledges that Masterkey has the right to verify an End User's entitlement to receipt of Services, and that End User is entitled to receive support services only on Product for which Masterkey has been paid the applicable license and support fees.

14. Ownership and Restrictions

Masterkey retains all ownership and intellectual property rights to anything developed by Masterkey and/or delivered to Partner by Masterkey under this Agreement, including without limitation the Application and all Marketing Services (collectively the "Masterkey Property" . Partner may not:

Remove or modify any program markings or any notice of Masterkey's or its licensors proprietary rights

Make the Application, any materials delivered hereunder, or any materials resulting from the services available in any manner to any third party for use in the third party's business operations, other than as expressly permitted in this Agreement;

Cause or permit reverse engineering (unless required by law for interoperability), disassembly, decompilation of the Application;

Use the Masterkey Property in a manner that misrepresents Partner relationship with Masterkey or is otherwise misleading or that reflects negatively on Masterkey;

Use or duplicate the Masterkey Property provided to Partner for any purpose other than as specified in this Agreement or make the Masterkey Property available to unauthorized third parties; or

Use the Masterkey Property for Partner own internal business operations, or use the Masterkey Property or make the Masterkey Property available in any manner to any third party for use in the third party's business operations or for any other commercial or production use, other than as expressly permitted in this Agreement.

15. Indemnification

You agree to indemnify Masterkey for any loss, liability, damages, cost or expense (including attorneys' fees) arising out of any claims made against Masterkey arising out of (1) your use of the Services where such claim relates to your activities, products or services, or (2) your breach of this Agreement or the Program Policies as expressly permitted under this Agreement.

Subject to this Agreement, you shall defend, indemnify and hold Masterkey harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against Masterkey by a third party alleging that any data entered by you into the Application, or your use of the Application in violation of this Agreement or the Program Policies, infringes the intellectual property rights of, or has otherwise harmed, a third party; provided, that Masterkey (a) promptly gives written notice of the Claim to you; (b) gives you sole control of the defense and settlement of the Claim (provided that you may not settle or defend any Claim unless it unconditionally releases Masterkey of all liability); and (c) provides to you, at your cost, all reasonable assistance.

16. Application Licenses

If applicable to your Program Type, then upon Masterkey providing you with log-in credentials you will be granted a non-exclusive, non-transferable limited license for the applicable number of licenses to use the Application and/or Masterkey development tools for (depending on your Program Type) demonstration, development and/or testing purposes and as set forth in the Program Policies, to: (a) demonstrate the Application to potential end users solely in connection with your Program membership; (b) integrate the Application Programs with your application program or service, and (c) provide training for the Application and the value added package to your employees. In no event shall you (i) license, sublicense, sell, resell, transfer, assign, distribute or (except as provided in this Agreement) otherwise commercially exploit or make available to any third party the Application in any way; (ii) modify or make derivative works based upon the Application; (iii) create Internet "links" to the Application or "frame" or "mirror" it on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Application for the purpose of (a) building a competitive product or service, (b) building a product using similar ideas, features, functions or graphics of the Application, or (c) copying any ideas, features, functions or graphics of the Application. User licenses cannot be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer need to use the Application under this Agreement. Masterkey shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Application any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Application.

17. Technical Support

As a member of the Program, you are eligible to receive technical support from Masterkey which may be provided for an additional cost above any applicable Program membership fee. If applicable to your Program Type, you may receive a limited number of annual technical support cases at no additional charge. The technical support program offerings are all as described in the Program Policies and will be provided under Masterkey's technical support policies in effect at the time the services are provided. For purposes of this Agreement, technical support does not include support for third party programs or services. Masterkey's technical support policies are subject to change at Masterkey's discretion.

18. Training & Certification

Training is available and Masterkey will conduct training and training courses as outlined in the Program Policies. Your sales representatives or other appropriate personnel will be trained on the general value proposition and positioning of the Application and the process for submitting leads to Masterkey and as outlined in the Program Policies.

You and your personnel agree to make reasonable, good faith efforts to participate in such further training.

If applicable under the Program Policies, Masterkey will offer you technical training in a form determined by Masterkey and as described in the Program Policies. Such training may, in Masterkey's discretion, be at additional cost to the Program membership fees. If any additional fees apply, they will be described in the Program Policies.

Depending on your Program Type, Masterkey may also require that you or your staff pass Certification tests to ensure the level of understanding of the Products and maintain the quality of service provided by you. Masterkey may also carry out End User feedback surveys in order to gauge service levels.

19. COVENANTS

19.1 Non-Competition: Partner agrees that, during the term of this Agreement and for a period of two (2) years after the termination and/or the expiration of this Agreement, Partner will not singly, jointly, or as a partner, member, contractor, employee or agent of any partnership or as an officer, director, employee, agent, contractor, shareholder or investor in any other Person or in any other capacity, directly or indirectly:

(a) carry on any business or activity with any Person that is engaged in the Territory in any business which is in competition with Masterkey or its Affiliates and/or engage in sale or license of any real estate management software other than and similar to Masterkey; or

(b) engage in, or own or control any interest in (except as a passive investor in less than one percent (1%) of the shareholding in Masterkey, Franchised Unit or its Affiliates) any Person that is engaged in the Territory in any business which is in competition with Masterkey, or any of its Affiliates; or

(c) divert or attempt to divert any business or customer of the Franchised Unit to any competitor by direct or indirect inducements or otherwise, or to do or perform, directly or indirectly any other act injurious or prejudicial to the goodwill associated with Masterkey's Intellectual Property Rights.

19.2 Non-Solicitation: Partner agrees that, during the term of this Agreement and for a period of two (2) years after the termination and/or expiration of this Agreement, Partner will not, singly, jointly, or as a partner, member, contractor, employee or agent of any partnership or as an officer, director, employee, agent, contractor, shareholder or investor in any other Person or in any other capacity, directly or indirectly:

(a) recruit, solicit, entice, persuade or induce any employee, consultant, agent, independent contractor of Masterkey or any of its Affiliates or any other Person to terminate his or her employment or relationship with Masterkey or hire any such employee, consultant, agent or independent contractor or Person or authorize or assist in the taking of any such actions by any third Party; or

(b) solicit or influence or attempt to influence any client, customer or other Person to direct his or its business (as conducted during the term of this Agreement) to any Person in competition with the business of Masterkey or any of its Affiliates.

19.3 Injunctive Relief: The Parties acknowledge and agree that it will be difficult to ascertain with any degree of certainty the amount of damages incurred by the breach of any of the provisions of this clause 19. Partner hereby agrees that any breach of this clause 19 by it will cause irreparable damage to Masterkey and its Affiliates and that in the event of such breach, Masterkey shall be entitled, in addition to monetary damages and to any other remedies available to it under this Agreement and at Law, to equitable relief including injunctive relief, and to payment by Partner of all costs (including, without limitation, legal costs and expenses) incurred by Masterkey in enforcing the provisions of this Agreement.

20. Miscellaneous

20.1 Independent Contractors: This Agreement does not create any agency, employment, partnership, joint venture, franchise or other similar or special relationship between Partner and Masterkey. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party in any respect whatsoever.

20.2 No Assignment: Partner's rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Masterkey. Any purported assignment or transfer in violation of this clause shall be void.

20.3 Subcontracting: Masterkey shall be entitled to subcontract any or all of its obligations under this Agreement. Notwithstanding any such subcontracting, Masterkey shall remain fully liable to perform its obligations under this Agreement during the period of the subcontract, provided that if any obligation which is required to be performed by Masterkey under this Agreement is performed by its subcontractor, then performance by such subcontractor shall, for the purposes of this Agreement, constitute performance pro tanto by Masterkey.

20.4 Entire Agreement: This Agreement together constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all previous or contemporaneous offers, proposals, agreements and other written and oral communications in relation thereto.

20.5 Modification to Terms: Masterkey reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Software or the Masterkey Technology at any time, effective upon posting of an updated version of this Agreement on its website. Partner is responsible for regularly reviewing this Agreement. Continued use of the Software after any such change shall constitute Partner's consent to such changes.

20.6 No Waiver: The failure of either party to enforce any right, power or remedy hereunder or to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such rights, powers, remedies, terms, covenants and conditions, unless such waiver is an express written waiver which has been signed by the waiving party. Waiver of one breach shall not be deemed a waiver of any other breach of the same or any other provision hereof.

20.7 Binding Effect: This Agreement is binding and shall inure to the benefit of the parties and their respective assigns.

20.8 Notices: Any notice or other communication to be made hereunder or in connection with this Agreement shall be in writing in the English language and shall be delivered personally or by post, facsimile transmission or email transmission to the address, facsimile number or email address specified and will be effective upon delivery or transmission.

20.9 Severability: In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent of the parties to the extent permitted by the applicable law.

20.10 Governing Law: This Agreement, including all matters of construction, validity and performance shall be governed by and construed in accordance with the laws of England and Wales.

20.11 Dispute Resolution: Any dispute arising out of, or relating to, this Agreement or any of their respective provisions thereof shall be settled by negotiation in good faith by the parties. In the event that the parties are unable to reach agreement within two (2) months after commencement of such negotiations, the dispute shall be referred to arbitration in accordance with the provisions set forth in the Rules of Arbitration of the International Chamber of Commerce. The arbitration shall take place in London, England or such other location as the parties may agree, the number of arbitrators shall be one (1), who shall be appointed in accordance with the said Rules, the language used in the arbitral proceedings shall be English and the procedure (insofar as not governed by the said Rules) shall be governed by the laws of England and Wales. The parties agree that the decision of the arbitrator shall be final and binding.

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