These General Terms and Conditions (hereinafter the “General Terms”) govern on the one hand (i) any relationship between, on the one hand, DWELLY (hereinafter “DWELLY” or the “Company”), and on the other hand the Individual Advertiser (as defined below), for the publication of Listings on the website accessible at https://www.dwelly.io (hereinafter the “Site”) and, if applicable, the mobile application that the Company may develop at any time in connection with the Services described in these General Terms (hereinafter the “Application”), and on the other hand (ii) the terms of use of the Site and the Application by Internet Users (as defined below).

1. LEGAL NOTICE

The Site and the Application are published by the Company:

• DWELLY;
• SAS with share capital of 1,000 euros;
• having its registered office at 40, cours Albert Thomas, 69008 Lyon;
• registered with the Lyon Trade and Companies Register under number 929 100 147;
• Intra-community VAT No. FR21929100147;
• represented by its President: Mr Julien CHASSAGNE;
• contact email: [email protected]

DWELLY has taken out “liability” insurance with ASSUR’UP, a simplified joint-stock company with registered office at 123, rue Jules Guesde, 92300 Levallois-Perret.

For any information request, the Individual Advertiser is invited to send their request:

• either by filling in the “Contact” form available on the Site / the Application,
• or by mail to the address mentioned in section 1.1 above,
• or by telephone at 06 98 68 18 65 from Monday to Friday from 9am to 7pm.

The Site is hosted by Vercel Inc., 440 N Barranca Ave #4133 Covina, CA 91723 United States.

Files are hosted by Cloudflare, 6 place de la Madeleine, 75008 Paris.

2. SCOPE

These General Terms govern:

(i) any relationship between the Company and the Individual Advertiser as defined below, for the publication of Listings on the Site and the Application; and

(ii) the terms of use of the Site and the Application by Internet Users as defined below.

These General Terms may be amended; the applicable General Terms are those in force and accessible on the Site / the Application at the date the Service is used by the Individual Advertiser and at the date the Internet User accesses the Site or the Application.

If the Application was downloaded from the Apple App Store or the Google Play Store, the User was additionally asked in advance to accept the terms and conditions specific to those two platforms and agrees to comply with them.

3. DEFINITIONS

For the purposes of these General Terms, capitalized terms, whether used in the singular or plural, have the following meanings:

● Listing: designates any data (including text, visual, photographic, etc., subject to the publication rules specified in the Publication Rules set out in Appendix 1 of these General Terms and/or the technical constraints of the Site and the Application) provided by the Individual Advertiser constituting an offer for sale, written in French, for a single Property described in the Listing and hosted for publication on the Platforms, for a limited period of thirty (30) days.

Any Listing must comply with all applicable laws and regulations, in particular the applicable real estate legislation.

● Digital Assets: designates any digital representation of value that is not issued or guaranteed by a central bank or public authority, that is not necessarily linked to a legal currency and that does not have the legal status of currency, but which is accepted by natural or legal persons as a means of exchange and which can be transferred, stored or exchanged electronically (the parties are invited to read Appendix 2 of these General Terms carefully before using the Services offered by DWELLY).

● Individual Advertiser: designates natural or legal persons who have accepted these General Terms for the purpose of publishing Listings on the Site and the Application.

● Property: designates the real estate property which is the subject of the Listing; Listings are published by an Individual Advertiser and concern exclusively residential properties offered for sale.

● Content: any content posted on the Site or the Application by a third party to the Company, intended for the public and capable of being reported by a User. This includes in particular Listing content, content on Professional Advertiser pages, advertisements, and comments.

● Illicit Content: any information which, in itself or in relation to an activity, including the sale of products or the provision of services, does not comply with Union law or with the law of a Member State which complies with Union law, whatever the precise subject matter or legal nature, in accordance with the Digital Services Regulation.

● Internet User: designates all internet users, visitors to the Site / the Application, wishing to consult the Listings published on the Site and the Application and, where appropriate, contact the Individual Advertisers or professionals.

● Options: designates various paid options that Individual Advertisers can subscribe to on the Site or the Application in order to benefit from ancillary services, such as the possibility that the Price be payable in Digital Assets. The different Options, their price and characteristics are described on the Site or the Application at the time the Individual Advertiser may subscribe.

● Third-Party Providers: designates (i) Veriff, a service provider specializing in Know Your Customer (“KYC”) procedures whose website is accessible at https://www.veriff.com/, (ii) Scorechain, a service provider specializing in transaction verification (“Know Your Transaction” or KYT) whose website is accessible at https://www.scorechain.com/, (iii) Radom, a service provider whose website is accessible at https://www.radom.com/fr-fr, and (iv) Stripe, a service provider whose website is accessible at https://stripe.com/en-fr.

● Price: designates the price of the Property subject to the Listing in Euros. On the Site and the Application, the Price is expressed in Euros and, where applicable, a conversion into Digital Assets appears. However, only the Price indicated in Euros is binding, which Users acknowledge and accept.

● Publication Rule: designates the rules for publishing the Listing described in Appendix 1 of these General Terms and which any Listing must comply with in order to be published. Any breach of these conditions may allow DWELLY to remove/suspend the Listing and to take any of the specific measures described in the “Duration – Suspension – Termination” article of these General Terms.

● Service: designates the service of publishing the Listing on the Platforms provided by the Company on the Site / the Application and described in article 4 of these General Terms.

● Site: designates the website accessible at https://www.dwelly.io.

● Partner Site(s): designates the electronic interactive service(s) operated by third parties, partners of the Company, with which the Company has entered into distribution agreements on their respective website(s).

● Platforms: designates interchangeably the Application and the Site, the Partner Site, and the Promotional Platforms.

● Promotional Platforms: designates any medium of any kind that the Company uses to promote the Site / the Application and its content and that may therefore contain all or part of the Listings (for example: social media communications, brochures, ad-words, etc.).

● User: designates interchangeably the Internet User or the Individual Advertiser.

4. PURPOSE

These General Terms have the purpose of setting out the terms and conditions under which DWELLY provides the Individual Advertiser with the Service consisting of hosting and publishing Listings on the Site / the Application and, if applicable, the Platforms, for a limited period of thirty (30) days.

Any publication of a Listing by the Individual Advertiser constitutes full and unconditional acceptance of the General Terms in their version in force on the subscription date.

5. DESCRIPTION OF THE SERVICES

The Services provided on the Site and the Application consist of facilitating the User’s procedures in their search to buy and/or sell a property by enabling them to benefit free of charge from the following Services:

5.1. For Individual Advertisers

Individual Advertisers wishing to publish property sale listings on DWELLY can do so free of charge, subject to the subscription of Options. DWELLY reserves the right to modify this pricing at any time.

5.1.1. Listing entry procedure

5.1.1.1. Publication rules

The Listing must comply with the Publication Rules set out in Appendix 1 of these General Terms.

DWELLY reserves the right not to publish or to stop publishing, without notice or compensation, Listings that do not comply fully or partially with the Publication Rules, which the Individual Advertiser acknowledges and accepts without reservation.

5.1.1.2. Account creation

To submit a Listing, the Individual Advertiser must create an account or log in to their existing account if they already have one.

When creating their account, the Individual Advertiser must enter the following information: first and last name, company name if a legal entity, valid email address.

To log in to an existing account, the Individual Advertiser may alternatively provide the email address used when creating their account, log in via Apple or Google, use their personal wallet or Onelink. The login options available when the Individual Advertiser logs in will appear on the Site and the Application login page.

5.1.2. Publication of the Listing

5.1.2.1. Duration

(i) Listing Go-Live

The Listing will be published once it has been validated by DWELLY for compliance with these General Terms and in particular with the Publication Rules set out in the Appendix (hereinafter the “Go-Live”). The Individual Advertiser will be informed of this Go-Live by email (hereinafter the “Go-Live Confirmation”).

(ii) Listing publication period

The Listing will be published on the Platforms for a limited, non-renewable period of thirty (30) days from the Go-Live (hereinafter the “Duration”). At the end of the Duration, the Listing will be automatically deleted, of which the Individual Advertiser will be informed by email.

5.1.2.2. Modification and deletion of the Listing

The Individual Advertiser may modify or delete their Listing from the hyperlinks included in the Go-Live Confirmation email.

(i) Modification of the Listing

Once the Listing is Go-Live, the Individual Advertiser may modify the Listing once in whole or in part, except for the Listing criteria specified below, which may be modified by the Individual Advertiser only for a limited period.

Thus:

• up to 48 (forty-eight) hours from the Listing Go-Live: the Individual Advertiser may modify all elements of the Listing, except for the “property type” criterion, which can no longer be modified once the Listing is Go-Live.

• after this 48 (forty-eight) hour period: apart from the “property type” criterion, the Individual Advertiser may no longer modify the location of the Property (address and municipality) subject to the Listing.

(ii) Deletion of the Listing

The Individual Advertiser acknowledges and expressly accepts that, if they terminate the publication of the Listing before the expiration of the Duration, the Listing will be permanently deleted from the Platforms and the price paid by the Individual Advertiser is definitively acquired by the Company; no refund, total or partial, of the price of the Options will be made to the Individual Advertiser.

5.1.3. Publication platforms

The Listing will be published on the Site and the Application, which also allow consulting sale listings from professional advertisers. These will be identified on the Site and the Application as “professional listings”.

The Listing may also be published, where applicable, on Partner Websites, Affiliate Sites and Promotional Platforms, which the Individual Advertiser expressly accepts.

5.2. For Internet Users

5.2.1. Consultation and interactions with Listings

5.2.1.1. Consultation of Listings

Internet Users can consult on the Site and the Application Listings published both by Individual Advertisers and by professional advertisers, which are respectively identified by the mention “individual listing” or “professional listing”.

5.2.1.2. Account creation

To interact with a Listing or save search criteria as a favorite, the Internet User must create an account or log in to their existing account if they already have one.

When creating their account, the Internet User must enter the following information: first and last name, company name if a legal entity, valid email address.

To log in to an existing account, the Internet User may alternatively provide the email address used when creating their account, log in via Apple or Google, use their personal wallet or Onelink. The login options available when the Internet User logs in will appear on the Site and the Application login page.

5.2.1.3. Interaction with the Listing

If an Internet User is interested in a Listing and wishes to make an offer, they may click the dedicated button on the Site or the Application, which triggers KYC-KYT checks by the relevant Third-Party Providers, i.e., Veriff and Scorechain respectively. Their offer is then forwarded to the Individual Advertiser or professional advertiser.

Internet Users also have the possibility to contact Individual Advertisers or professional advertisers behind the Listings of their choice via the dedicated button.

The Internet User acknowledges that only the Price in Euros is binding, even if a conversion of the Price into Digital Assets appears.

The Internet User is informed and acknowledges that the Company’s activity is limited to facilitating the connection between Internet Users and Individual and professional Advertisers. Therefore, DWELLY’s liability cannot in any way be engaged in the context of relationships, agreements and discussions that may take place between Internet Users and Individual and professional Advertisers.

5.2.2. Consultation of “Agencies 3.0”

Internet Users can consult the list of professional advertisers accepting mandates to sell properties whose owners wish to receive the Sale Price in Digital Assets in the “Agencies 3.0” section of the Site and the Application.

6. CONTACTS

If an Internet User is interested in a Listing, they can either fill in a form to transmit their contact details to the Individual or professional Advertiser, or obtain the contact details of the Individual or professional Advertiser to contact them.

DWELLY cannot be held responsible for the non-receipt of contacts by the Individual or professional Advertiser which would be the result of events beyond the Company’s control, such as, without limitation, the suspension, interruption or malfunctioning of the Individual or professional Advertiser’s email service, interruption of telecommunication networks, an error in the contact details provided, or any case of force majeure usually recognized by case law.

7. ACCESS AND AVAILABILITY OF THE SERVICES

DWELLY uses its best efforts to make its Service available 24 hours a day, 7 days a week, independently of maintenance operations of the Service and/or the Application / the Site and/or the server(s) on which the Listing is hosted.

To this end, DWELLY is bound by an obligation of means.

However, DWELLY reserves the right to interrupt access to the Site / the Application and any or all of the Service for maintenance and/or improvement work. These Service interruptions will, where possible, be notified in advance to the Individual Advertiser. In emergencies, DWELLY nevertheless reserves the right to suspend partially or totally, for a reasonable period, all or part of the Service to carry out any required technical operation. These Service interruptions shall not give rise to any compensation in favor of the Individual Advertiser.

DWELLY is not the publisher of Partner Sites and Promotional Platforms and does not act as a technical provider for them.

Therefore, DWELLY cannot be held liable for any access or availability obligations concerning them.

8. WARRANTIES AND LIABILITY OF USERS

8.1. Warranties and liability common to all Users

By accessing the Company’s Site and/or Application, the User declares, warrants and agrees to:

• access and use the Site and/or the Application and the Services in good faith, reasonably, and not contrary to the terms of these General Terms;
• not use devices or software other than those provided by the Company intended to (i) affect or attempt to affect the proper functioning of the Site and/or the Application and/or the Services it contains (ii) or to extract, modify, view, even in cache or temporary memory, or for individualized use, all or part of the Site and/or the Application;
• not access and/or use the Site and/or the Application and/or the Services provided by the Company on the said Site or Application for unlawful purposes and/or to harm the Company’s reputation or image or more generally to infringe on the rights, including intellectual property rights, of the Company and/or third parties;
• not market directly or indirectly the Services and/or access to the Services and/or access to the Site and/or the Application;
• not reuse all or part of the Site and/or the Application and the Services it contains, in particular for commercial and/or collective and/or personal purposes in an unauthorized form and/or media;
• not exploit the Services provided by the Company or the data to which they may have access via said Services and/or the Site and/or the Application for directly or indirectly commercial purposes and/or for personal use in an unauthorized form and/or media;
• not reproduce or represent all or part of the Site and/or the Application for private purposes beyond the legal exceptions provided, in particular by the Intellectual Property Code, or for direct or indirect commercialization such as to third parties;
• not limit access and use to the Site and/or the Application and/or the Services;
• not modify, including in cache or temporary memory, any mention or element of the Services and/or content of the Site and/or the Application;
• not contravene the provisions of articles 323-1 to 323-7 of the Criminal Code repressing “hacking” practices;
• not use and/or exploit the electronic and/or postal contact details of other Users of the Site and/or the Application for mass solicitation emails and not engage in “spamming”.

In the event of a breach of any of these obligations and, without this list being exhaustive, the User acknowledges and accepts that the Company may refuse them, unilaterally and without prior notice, access to all or part of the Site and/or the Application.

Furthermore, the Company does not guarantee the conclusion of contractual relations between Internet Users and Individual and professional Advertisers.

Users acknowledge that the Company never intervenes in exchanges and transactions between Internet Users and Individual and professional Advertisers.

Consequently, the Company’s liability, whether in tort or contract, cannot in any case be engaged for the conclusion, non-conclusion, performance, termination or mediation of any contractual relationship between Internet Users and Individual and professional Advertisers or for the consequences, whatever their nature, arising from a dispute between them.

8.2. Warranties and liability specific to the Individual Advertiser

The Individual Advertiser undertakes to provide:

• information that is at all times accurate, complete, sincere and truthful regarding their personal contact details and specifically guarantees that the email address provided is valid and operational, as well as any other information necessary to access their account and/or the Service and to update such information as soon as possible;
• information that is at all times accurate, complete, sincere and truthful relating to the Property (or Properties) for which they wish to have the Listing hosted and published on the Platforms.

The Individual Advertiser indemnifies DWELLY against any judicial or extrajudicial action and/or conviction based on non-compliance with their legal obligations or contractual commitments, in particular under these General Terms with regard to their Listing.

The Individual Advertiser expressly undertakes to bear, at DWELLY’s first request, all consequences resulting from such an action or claim and/or conviction, including any damages and/or criminal penalties to which DWELLY might be condemned as well as all costs incurred by such action or claim, including attorney’s fees.

The Individual Advertiser declares, acknowledges and accepts that DWELLY, without prior and/or systematic control over content and/or validity and/or legitimacy of the Listing, merely hosts their Listing to be published on the Site / the Application and, where applicable, the Platforms, so that DWELLY remains totally unrelated to the quality and/or lawfulness of their Listing and its content, as well as to the conclusion of any sales contract between the Individual Advertiser and an Internet User.

The Individual Advertiser undertakes that their Listing:

• is not illegal, contrary to the principle of fairness, decency, human dignity, public order or good morals;
• does not infringe the rights of third parties, in particular intellectual property rights, image rights, or consist of defamatory, insulting, denigrating, obscene, revisionist texts, advocating the commission of crimes or offenses and more generally contrary to laws or case law in force.

The Individual Advertiser specifically guarantees that they hold all (i) rights, including intellectual property rights relating in particular to images of the Property(ies) concerned by the Listing and/or more generally to the content of the Listing whether provided to DWELLY or inserted via its professional interface or inserted into the Listing by a third party authorized by the Individual Advertiser, and (ii) mandates or authorizations required from third parties, in particular for the exploitation of their assets etc.

The Individual Advertiser acknowledges that they are the exclusive author of the Listing. As such, they bear full responsibility for the content of the Listing that they wish or allow DWELLY to publish. Accordingly, the Individual Advertiser releases DWELLY from all liability and, if necessary, will indemnify and hold it harmless from all judgments that could be pronounced as a consequence of the publication of a Listing.

Any Listing containing substantial errors, which does not correctly identify the nature of the Property offered or which does not comply with these General Terms including the Publication Rules and of which DWELLY becomes aware, including by notification from third parties, may be suspended by DWELLY by operation of law until it is modified by the Individual Advertiser so as to make it comply with these General Terms.

Without creating for it an obligation to verify the content, accuracy or consistency of the Listing, DWELLY reserves the right to request any Individual Advertiser to provide documents proving the truthfulness of the information communicated and contained in the Listing and/or the authorizations necessary and prior to the publication of the Listing, it being specified that any express or implied refusal of the Individual Advertiser to provide such documents will result in the immediate removal of their Listing without prior notice, without the Individual Advertiser being able to claim any compensation.

The Individual Advertiser authorizes DWELLY to reproduce and publish all or part of their Listing(s) on the Platforms, in particular for promotional purposes.

The email address or wallet (hereinafter the “Identifier”) that allow the Individual Advertiser or their authorized representatives to access the Individual Advertiser’s account online are strictly confidential and non-transferable. The Individual Advertiser undertakes, for themselves and for their authorized representatives acting under their responsibility or authority, not to disclose their Identifier to third parties. All connections or attempted connections to DWELLY’s online Services made using an Identifier are irrebuttably presumed to originate from the Individual Advertiser who assumes all responsibility in case of disclosure of the Identifier, loss, diversion or fraudulent use of the Identifier by any third party, including their authorized representatives. If applicable, the Individual Advertiser must immediately notify DWELLY.

8.3. Warranties and liability specific to the Internet User

The Internet User indemnifies DWELLY against any judicial or extrajudicial action and/or conviction based on non-compliance with their legal obligations or contractual commitments, in particular under these General Terms.

The Internet User expressly undertakes to bear, at DWELLY’s first request, all consequences resulting from such an action or claim and/or conviction, including any damages and/or criminal penalties to which DWELLY might be condemned as well as all costs incurred by such an action or claim, including attorney’s fees.

The Company provides the Internet User, through its Site and/or its Application, access to a certain number of Services intended to assist them in their real estate project.

The User is fully aware that the Company cannot guarantee in particular the follow-up:

• to responses they will receive following requests to be put in contact with Individual and professional Advertisers who published Listings;
• to sale listings of Properties they will have consulted on the Site and/or the Application;
• and more generally to the Internet User’s specific needs.

Information provided about the Services is for informational purposes only and cannot be considered contractual or as firm and final offers of products or services, such offers being subject to the acceptance of additional contractual conditions between the various parties to the sale contract relating to the Property.

The Internet User acknowledges that the Company disclaims any liability as to the reliability and/or relevance of information provided by Individual and professional Advertisers on the Site and/or the Application – such information being posted and published under their sole responsibility.

9. WARRANTIES AND LIABILITY OF THE COMPANY

DWELLY’s activity is limited to facilitating the connection of Users. DWELLY’s liability cannot in any way be engaged in the context of relationships, agreements and discussions that may take place between them, for which they are responsible for carrying out the usual checks, in particular legal ones, before entering into any agreement.

In any event, DWELLY cannot be held liable:

• in case of unavailability of the Service for reasons such as failure of the public electricity network, failure of wired telecommunications networks, loss of Internet connectivity due to public or private operators, including the User, caused notably by strikes, storms, earthquakes or any other cause having the characteristics of force majeure;
• in case of use of the Service by a User in conditions not compliant with the terms of these General Terms or applicable law;
• within the limits of applicable law, for any indirect damage including, in particular, loss of profit, data or any other loss of intangible assets, even if DWELLY has been informed of the possibility of such damages, which may arise (i) from the use or inability to use the Service (ii) from partial publication or absence of publication of the Listing (iii) following access to said Service by an unauthorized User and/or Internet User.

DWELLY is bound by an obligation of means under these terms.

DWELLY does not guarantee in any way the possible results, in particular commercial results, expected by the Individual Advertiser within the framework of the Service.

DWELLY therefore does not commit to any volume of contact requests received by the Individual Advertiser (hereinafter the “Contacts”) during the performance of the Service. Likewise, DWELLY cannot be held responsible for the quality of Contacts obtained.

DWELLY’s obligation to the Individual Advertiser is limited to an obligation of means for the performance of the Service. In no event shall DWELLY be liable for indirect or consequential damages, such as commercial loss, loss of customers, loss of income, loss of profits, loss of contracts, loss of expected savings, lack of commercial impact, any commercial disturbance, loss of profit, loss of brand image or action brought by a third party, which may be suffered by the Individual Advertiser.

If the Individual Advertiser opts for the possibility that the Property Price be paid in Digital Assets, the Individual Advertiser acknowledges that DWELLY will not intervene in any way in the payment process of the Property in Digital Assets. Indeed, DWELLY’s role is limited to facilitating the connection of Users. Only the liability of the Third-Party Providers may be sought by the Individual Advertiser.

10. DURATION - SUSPENSION - TERMINATION

These General Terms bind the parties when they use the Site, the Application or the Services as described herein.

DWELLY reserves the right to refuse or block, without prior notice or financial compensation, the publication of a Listing that does not comply (i) with current regulation and/or (ii) with the Publication Rules and/or (iii) with the technical constraints inherent to the publication of Listings and/or (iv) with the contractual commitments of the Individual Advertiser and in particular in the event that the latter does not meet the criteria of the notion of “Individual Advertiser” defined in article 3 of the General Terms.

The declaration by the Individual Advertiser of inaccurate or doubtful information, or the absence of response by the User to DWELLY’s requests for information, including regarding the accuracy of information contained in their Listing, will result in the automatic suspension of all or part of the Service.

In case of use of the Service in contravention of the terms of these General Terms, the User will be deemed to be in serious breach of their contractual obligations authorizing DWELLY, at its discretion and according to the circumstances, to:

• suspend, without prior notice, all or part of the Service until the User fully complies with their obligations;
• put the Individual Advertiser on formal notice to comply with their obligations following a notice period;
• terminate the Service by operation of law for the exclusive fault of the Individual Advertiser.

The aforementioned actions are carried out without prejudice to any damages for direct and/or indirect damages to which DWELLY may be entitled.

If the Listing cannot be Go-Live for one of the reasons specified in this article 10, the amount of the Listing (i.e., the Options subscribed for the Listing) will be refunded to the Individual Advertiser and an email will be sent to the Individual Advertiser informing them that their Listing has been refused and will not be published.

However, if DWELLY is forced, for one of the reasons specified in this article 10, to remove the Listing during its publication, DWELLY will not refund the Individual Advertiser the amount of the Listing thus removed, which the Individual Advertiser expressly acknowledges and accepts.

In accordance with Article 6.I.2 of Law No. 2004-575 of 21 June 2004 known as the Law for Confidence in the Digital Economy, if DWELLY, as the hosting provider of the Listing, were to receive a notification from a third party informing it of the manifestly unlawful and/or non-compliant nature of the Listing, DWELLY reserves the right to cease, without notice, the publication of said Listing, without the Individual Advertiser being able to claim any compensation for the prejudice suffered by the Individual Advertiser themselves or any third party.

11. DIGITAL SERVICES REGULATION

11.1. Content moderation and fight against illicit content

As a hosting provider of listings published under the exclusive responsibility of Individual Advertisers, within the meaning of Article 6-I-7 of Law No. 2004-575 of 21 June 2004, the Company cannot practically organize general monitoring of the Listings and Contents it hosts on the Site and/or Application and cannot determine their lawfulness.

However, to protect Users, the Company has implemented various mechanisms to moderate Content and combat Illicit Content.

11.2. Moderation measures and decisions

The Site and Application content moderation teams ensure, at the time of publication of the Listing, once they are informed and a posteriori of their publication, that published Content does not infringe these General Terms as well as the Publication Rules or constitute Illicit Content.

The following are strictly prohibited on the Site and the Application in particular:

• any Content written in a foreign language other than the languages supported by the Site and the Application (i.e., English and French) containing terms or descriptions unrelated to the proposed content;
• any Content containing terms or descriptions unrelated to the proposed Content;
• any Content concerning a fictitious property or construction program;
• any fraudulent Content, or aiming to deceive the User;
• any Content of a political, religious or hateful nature;
• any image or photograph unrelated to the proposed Listing, unauthorized, infringing, or pornographic.

The role of the moderation teams involves:

• examination of Content identified internally: the moderation team checks Content at the time of publication and may manually verify Content randomly or where doubt exists;
• examination of reports made via the illicit Content reporting system made available to Users and Individual Advertisers of the Site and the Application (and any complaints);
• examination of complaints made via the internal complaint handling system made available to Users who reported Content as illicit.

When the moderation teams become aware of a violation of the General Terms, the Publication Rules or the presence of Illicit Content, the following measures and decisions may be taken:

• refusal to publish the Content concerned on the Site or the Application;
• temporary or permanent removal of the Content concerned from the Site and the Application;
• restriction of access to the Services;
• temporary blocking or permanent deletion of the account of the Content depositor deemed fraudulent.

The moderation teams determine whether the Content and/or the account should be subject to a restriction measure depending on the risk and severity they represent. They may limit or remove Content or accounts after a single serious violation of the Rules mentioned above or if they determine that the account has repeatedly published illegal content, or has submitted multiple manifestly unfounded reports or complaints.

11.3. Mechanisms for reporting illicit content

Any User may submit a report from the Site and the Application to report Content considered illicit or contrary to these General Terms.

A report button is made available to Users near the Content. It redirects to a questionnaire to be completed. The User must ensure that their report is as complete as possible. Reports are then examined by the Company in due time.

By using this procedure, the User undertakes to submit reports in good faith and not to misuse the reporting or complaint procedures by making unfounded reports or appeals.

The Company reserves the right to take any measure to limit or prevent the processing of reports and to suspend or even delete accounts originating from people who abuse the reporting mechanisms, notably by submitting unfounded reports.

Thus, the User undertakes not to abuse this facility, failing which they acknowledge and accept that they could face criminal prosecution, pursuant to Article 6.I.4 of Law No. 2004-575 of 21 June 2004 which provides: “The fact, for any person, of presenting to the persons mentioned in 2 (hosts) content or an activity as being illicit in order to obtain its removal or cessation, while knowing this information to be inaccurate, is punishable by one year’s imprisonment and EUR 15,000 fine.”

11.4. Internal complaint handling system

Users may contest the decision taken by the Company in response to a report for a period of six (6) months from receipt of the notification of the decision, by replying directly to the notification email.

These appeals are forwarded to the moderation team which will perform a new review of the Content to confirm or overturn the decision.

11.5. Non-judicial dispute resolution

Users may also choose to contest the Company’s moderation decision by submitting the dispute either to a certified independent out-of-court dispute resolution body under the Digital Services Regulation, or to a competent court.

12. INTELLECTUAL PROPERTY

The Individual Advertiser grants the Company, during the term of these General Terms, a non-exclusive worldwide license to use (i) their distinctive signs and (ii) the content of the Listing transmitted by the Individual Advertiser to DWELLY in the performance of these General Terms.

The Individual Advertiser authorizes DWELLY to exploit and/or publish, and as necessary grants it a non-exclusive license and a right to sublicense (notably for publication on third-party sites) of the information related to or derived from the Properties and/or Listings, for any commercial or non-commercial use worldwide and for the duration of the rights (including literary and artistic property rights), in particular within commercially exploited databases, notably on the Platforms, and notably for statistical purposes or the development of real estate market trend indicators.

The Company is the owner or licensee of intellectual property rights both of the general structure of the Site and/or the Application and of its content (texts, slogans, graphics, images, videos, photos and other content).

Accordingly, in accordance with the provisions of Book I of the Intellectual Property Code, any representation, reproduction, modification, distortion and/or total or partial exploitation of the Site and/or the Application and/or their content and/or the Services, by any process whatsoever and on any medium whatsoever, without the express prior authorization of the Company, is prohibited and constitutes acts of copyright infringement.

Similarly, any unauthorized exploitation of the Site and/or the Application and/or its content and/or the Services engages the criminal and civil liability of the User on the basis of copyright infringement.

The Company intends to disclose the Site and/or the Application and the Services only to allow access on the Internet, and this:

• from a computer or equivalent terminal with access to one or more telecommunications networks providing Internet access and Internet browsing software (such as Internet Explorer, Mozilla Firefox, etc.);
• from a mobile terminal with access to a telecommunications network providing Internet access (Wi-Fi, 3/4G, Edge, etc.).

Any other use of the Site and/or the Application and/or the Services is expressly reserved to the Company and constitutes an infringement of its disclosure right on the Site and/or on the Application and/or the Services.

The trademarks, logos, trade names, acronyms, commercial names, signs and/or domain name of the Company and/or its commercial partners mentioned on the Site and/or the Application, enabling access to the Services made available by the Company, constitute distinctive signs that cannot be used without the express prior authorization of their holder.

Any representation and/or reproduction and/or partial or total exploitation of these distinctive signs is therefore prohibited and constitutes trademark infringement, under the provisions of Book VII of the Intellectual Property Code, misappropriation of corporate name, trade name and domain name engaging the tort liability of its author.

The User irrevocably acknowledges that the Site and/or the Application and the Services consist of one or more databases made available by the Company as the producer of such databases within the meaning of Articles L. 341-1 et seq. of the Intellectual Property Code.

Accordingly, pursuant to Article L. 342-1 of the same Code, the User is prohibited from:

• extracting by permanent or temporary transfer all or part, qualitatively or quantitatively substantial, of the content of one or more databases accessible on the Site and/or the Application and/or the Services to another medium, by any means and in any form whatsoever, including for use or consultation by an unauthorized media and/or process(es);
• reusing, by making available to the public all or part, qualitatively or quantitatively substantial, of the content of one or more databases accessible on the Site and/or the Application and/or the Services, whatever the form, including by a hyperlink, a media and/or an unauthorized process(es);
• creating, editing, maintaining, updating, importing, exporting, making available to third parties, free of charge or for a fee, and participating in the acts mentioned above, a competing database derived from all or part of one or more of the Company’s databases;
• displaying on a screen by a process or media other than those by which the Company intends to disclose the Site and/or the Application and the Services;
• generally, any extraction, use, storage, reproduction, representation or conservation, direct or indirect, partial or total, including in cache or temporary memory, qualitatively or quantitatively substantial of the content of one or more of the Company’s databases, committed by one of the processes referred to above, is strictly prohibited, including by an unauthorized medium.

Hyperlinks accessible on the Site and/or the Application, allowing access to Services, directing to other websites and/or applications and more generally to all resources existing on the Internet cannot engage the Company’s liability.

The User may not in any case set up hyperlinks to deep pages of the Sites that give access to Services, by any technical process intended to bypass the user identification scope or to crawl all or part of the content of the Services made available by the Company. The “framing” technique is prohibited, unless expressly authorized in advance by the Company.

13. OPPOSITION TO TEXT AND DATA MINING

Pursuant to Directive (EU) 2019/790 of 17 April 2019 on copyright and related rights in the Digital Single Market and Article L122-5-3 of the Intellectual Property Code, the Company exercises its right to oppose text and data mining.

For the purposes of this clause, mining means any automated extraction, collection and analysis technique aimed at analyzing texts and data in digital form in order to extract information (which includes, non-exhaustively, constants, trends and correlations) by any means (including via robots, scraping, etc.)

The opposition applies to all content, data and websites to which the Company gives access.

Accordingly, the Company expressly refuses, generally and non-exhaustively, the use of its content for purposes of:

• mining, gathering or cross-referencing data and any extraction method;
• development and training of artificial intelligence systems;
• development of any software.

14. PERSONAL DATA

Access to and use of the Service may result in the collection and processing of personal data, the use of which is subject to applicable data protection laws.

The Company is the Data Controller within the meaning of the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016) for all services performed as part of the Service, including the collection of personal data of Contacts via forms integrated into the Listing and their transmission to the Individual Advertiser, solely to allow the latter to respond to Contacts’ requests related to that Listing. DWELLY is also a Data Controller within the meaning of the GDPR concerning the processing of personal data related to Listings provided by the Individual Advertiser, subject to consent, for statistical purposes, development of real estate market trend indicators and price information production. In this respect, the Individual Advertiser undertakes to inform the data subjects of the processing conditions of their personal data related to Listings and to obtain their consent on DWELLY’s behalf.

The Individual Advertiser is also a Data Controller within the meaning of the GDPR. As such, the Individual Advertiser will be solely responsible for the legal obligations incumbent upon them regarding the implementation of their own processing activities and the use of personal data of Contacts transmitted by DWELLY. The Individual Advertiser undertakes to take all measures to ensure the protection and guarantee the security, integrity and confidentiality of this personal data in accordance with best practices.

The Individual Advertiser expressly agrees not to use any personal data of a Contact for purposes other than the strict performance of the General Terms, i.e., for example, to respond to a request for contact made by a Contact seeking a Property in connection with the publication of the Listing, and therefore undertakes not to disclose such data to third parties or to use it otherwise. Thus, if the Individual Advertiser wishes to carry out communication or prospecting actions later directed at the Contact on any other subject or wishes to implement processing with a different purpose, they must obtain additional consent from the Contact or any other legal basis necessary for this new processing, once the connection with the Contact has been made.

The Individual Advertiser undertakes to modify or delete personal data in their possession if a Contact requests it. In accordance with applicable law, DWELLY will delete from all its personal data bases the Internet User’s personal data if the latter requests it, without the Individual Advertiser being able to make any claim as a result. In accordance with applicable law, DWELLY will delete from all its personal data bases and in particular from the Individual Advertiser’s professional interface the Internet User’s personal data if the latter requests it or automatically after a period of inactivity of the Internet User as defined in the Site and Application’s General Data Protection Policy and in accordance with the GDPR, without the Individual Advertiser being able to make any claim as a result.

Personal data identifying Users are necessary for commercial relations with DWELLY. They are intended for DWELLY. The User can access their personal data, have them rectified or request their deletion. The User also has the right to object, the right to portability and the right to restriction of processing of their personal data for legitimate reasons by contacting DWELLY. The User must provide their first and last name, email address and customer reference.

15. ASSIGNMENT

The Company may at any time transfer or assign these General Terms and all rights and obligations granted under them to any other company affiliated with DWELLY and will notify the user in writing within a reasonable time. The user waives all claims against DWELLY and will release DWELLY from all liability under the General Terms.

16. EVIDENCE

The Parties agree that all data, information, files and any other digital element exchanged between the Parties shall constitute admissible, valid, enforceable evidence having the probative force of a private agreement. The Parties undertake not to contest the admissibility, validity, enforceability or probative force of such electronic elements on the grounds of their electronic nature. Unless proven otherwise, these elements shall be valid and enforceable between the Parties in the same way, under the same conditions and with the same probative force as any document that would be established, received or retained in writing. The foregoing provisions relating to evidence do not apply to notifications between the Parties provided by registered mail with acknowledgment of receipt.

17. ENTIRE AGREEMENT

These General Terms constitute the entire obligations of the Company and the User. The fact that one party does not invoke a breach by the other party of any of the obligations set out herein shall not be interpreted in the future as a waiver of that obligation.

18. SEVERABILITY

If one or more stipulations of these General Terms are held to be null, deemed unwritten or declared as such pursuant to a law, regulation or following a decision of a competent court having the authority of res judicata in the last resort, the other stipulations shall remain in full force and effect and remain fully applicable, unless the invalid stipulation(s) were substantial and their disappearance would call into question the contractual balance.

19. PRE-CONTRACTUAL INFORMATION OBLIGATION

Any User having the status of consumer acknowledges having received, prior to the signature of these General Terms and in accordance with the provisions of Article L. 221-5 of the Consumer Code, the following information:

• the essential characteristics of the Services;
• the price of the Services;
• the date or timeframe within which DWELLY undertakes to provide the Services;
• information regarding DWELLY’s identity, postal, telephone and electronic contact details, termination procedures, dispute resolution methods, other contractual conditions and, where applicable, costs of using remote communication technology, existence of codes of conduct and financial guarantees;
• the possibility of recourse to a consumer mediator under the conditions provided in Book VI, Title I;
• information that the consumer does not benefit from a right of withdrawal.

20. LANGUAGE – APPLICABLE LAW – COMPETENT JURISDICTION

These General Terms are drafted in French. If they are translated into one or more foreign languages, only the French text shall prevail in the event of a dispute.

These General Terms are governed by French law.

In the event of a dispute regarding the interpretation or performance of these General Terms, the Parties will make reasonable efforts to reach an amicable resolution of their dispute.

Any User having the status of consumer under applicable law may use a consumer mediator free of charge for the amicable resolution of a dispute with the Company.

The body designated for this purpose by the Company is the ANM Consumer Mediator.

To contact this body, the User can:

• visit the website https://www.anm-conso.com/ and complete the online form attaching supporting documents; or
• send their complaint by post to: L'ANM CONSOMMATION, 2 Rue de Colmar 94300 Vincennes.

A dispute can only be examined by the consumer mediator if:

• the User proves having first attempted to resolve the dispute directly with the Company by a written complaint clearly identified as such detailing the reasons for their complaint as well as all information useful for the Company to understand, study and assess the causes, consequences and impacts of this complaint, and sent by email to: [email protected];
• the complaint is not manifestly unfounded or abusive;
• the dispute has not been previously examined or is not under examination by another mediator or a court;
• the User submits their request to the mediator within a maximum period of one year from the date of their written complaint to the Company;
• the dispute falls within the mediator’s competence.

The User will be informed by the mediator of the outcome of their mediation request.

Furthermore, the User is informed that, in accordance with Article 14 of Regulation (EU) No 524/2013, the European Commission has established an online dispute resolution platform, facilitating independent out-of-court resolution of online disputes between consumers and traders in the European Union. This platform is accessible at: https://webgate.ec.europa.eu/odr/.

In the absence of an amicable resolution, any dispute between the Parties shall be subject to the exclusive jurisdiction of the Commercial Court of Lyon notwithstanding multiple defendants, third-party claims or summary proceedings.

The provisions on applicable law and competent jurisdiction are subject to mandatory rules that should apply.

APPENDIX 1

Publication Rules for Listings on the Site and the Application

Internet Users pay particular attention to the quality and freshness of the Listings offered to them. The most important criteria for the Internet User are:

• the Listing description;
• the quality and number of photographs;
• the location of the Property, at least the postal code and city, and the neighborhood;
• legal notices, and in particular those required by the Hoguet, ALUR and Pinel regulations.

In a constant concern for efficiency and quality of the Listing, our Service may remove from publication any Listing or part of a Listing that does not comply with our Publication Rules.

The published Listing must meet the following criteria:

- the Listing description must present only the Property

The Listing must detail only the criteria of the Property offered for sale.

The Listing description must therefore not be used as an advertising space for the Individual Advertiser. Products, Services and reserved fields are available to Professional Advertisers to present their activities and contacts.

- the description must in particular be free of the following information:

• contact details (phone, email, address…);
• generic text offering various properties and services.

- the Property presented must always be available for sale

Listings and photos of properties sold, rented or under offer cannot be published in the standard flow of Listings.

- Property location

o property address or geolocation coordinates

The full address of the Property and/or its geolocation coordinates must be provided when submitting the Listing.

These coordinates serve to (i) enrich information about the Property (for example proximity to schools, public services, transport…) and to accurately locate it in the correct neighborhood, and (ii) to provide the Internet User with a map search.

This is therefore important information for the Internet User experience and the performance of your Listings.

If the Individual Advertiser provides the Property address or geolocation coordinates, these data must correspond to the true location of the Property (with an allowable margin of error of 100 meters in rural areas). In case of non-compliance with this rule, the Company reserves the right not to publish the Listing.

- display order of Listings within a results list

Listings will be published according to the ranking order defined in the “How our site works” section of the Site and the Application.

- payment modalities for the Price

The default payment method for the Property is the Euro. However, for each Listing, the Individual Advertiser may decide whether the Price of the Property may also be paid in Digital Assets; this will be subject to the subscription of an Option. The Digital Assets supported by the Platform and the Site and that may be accepted as means of payment for a Property will be indicated at the time the Listing is published.

- the Price displayed on the Listing must be the total amount payable by the purchasing Internet User

Thus, in the case of a sale, the total Price must include VAT-inclusive agency fees, if these are payable by the purchasing Internet User. In this case a dedicated field will specify the amount of the fees as a percentage including tax of the Price ex-fees. Listings showing an incorrect Price in the “Price” field provided for this purpose will be rejected by our Services, even if the real Price of the Property is specified in the Listing description text. The Price will always be indicated in Euros, even if only Digital Assets are accepted as a payment method. Only the Price in Euros is binding.

- compliance with mandatory input fields

For each type of transaction and property type, input fields are mandatory to allow the publication of Listings. In case of missing or incoherent input with the property criteria (example: publishing an apartment in the property type “house”; surface area of 1 m²...), the Listing cannot be published.

The main mandatory fields are:

• transaction type;
• property type;
• postal code;
• city;
• title;
• price;
• accepted payment method;
• number of rooms (residential properties);
• surface area (excluding parking).

- the Listing must be non-discriminatory and respectful of good morals

Any Listing will be rejected where it contains discriminatory elements preventing access to the sale of the Property presented, elements contrary to legal or regulatory provisions or to good morals.

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DWELLY reserves the right not to publish or to cease publishing, without notice, Listings that do not comply with any of the publication rules set out in these Publication Rules, which the Individual Advertiser acknowledges and accepts without reservation.

APPENDIX 2

Risks related to Digital Assets

DWELLY draws Users’ attention to the risks related to Digital Assets that may be used in a real estate transaction when buying/selling a Property.

- Price Volatility:

Digital Assets, such as cryptocurrencies, are known for their high volatility, which can lead to significant financial losses.

- Security and Fraud:

Digital Assets may be subject to cyberattacks, hacks and frauds, putting Users’ funds at risk.

- Regulation and Compliance:

Regulatory frameworks regarding Digital Assets vary from country to country and may evolve rapidly, creating legal uncertainty.

- Loss of Private Keys:

Loss of private keys required to access Digital Assets can lead to irreversible loss of those assets.

- Market Manipulation:

Digital Asset markets can be subject to manipulation, such as pump and dump schemes, artificially affecting prices.

- Lack of Investor Protection:

Unlike traditional financial assets, Digital Assets often do not benefit from the same regulatory protections for investors.

- Technological Risks:

Digital Assets rely on blockchain technology and its infrastructures, which may present technical vulnerabilities.

- Liquidity Risks:

Digital Asset markets may lack liquidity, making it difficult to buy or sell assets at desired prices.

- Forks and Protocol Updates:

Protocol changes, such as forks in blockchains, can create uncertainty and affect the value of Digital Assets.

- Legal Risks:

The use of Digital Assets may expose users to legal risks, including tax and anti-money laundering issues.

- Exchange Platform Failures:

Digital Asset exchange platforms may go bankrupt or be hacked, resulting in losses for Users.

- Opacity and Complexity:

The complex and often opaque nature of Digital Assets can make it difficult for investors to understand associated risks.

These risks highlight the importance of exercising caution and due diligence before investing in Digital Assets.