1. General

1.1. Welcome to the website of Proper Homes ("the Platform") which is operated and managed by Proper Homes Ltd, Private Company No. 516311990 ("the Company").

1.2. The following Terms of Use apply to any user who makes any type or kind of use of the Platform ("the User") and constitutes a binding agreement between the Company and the User. You are therefore required to carefully read these Terms of Use before commencing use of the Platform, and to keep abreast of periodic changes to the Terms of Use.

1.3. The Company reserves to itself the right to change or supplement these Terms of Use or remove terms from them from time to time at it shall in its sole discretion see fit. The binding and determining version of the Terms of Use is the prevailing version at the relevant time when use is made of the Platform by the User.

1.4. You are also invited to peruse the Privacy Policy which the Company implements, which constitutes an integral part of the provisions of these Terms of Use.

1.5. If you do not agree to any of these Terms of Use or the Privacy Policy, you are asked to refrain from using the Platform. In any case, your use of the Platform will constitute your consent to the provisions of these Terms of Use and the Privacy Policy, as updated from time to time.

1.6. This document applies to both women and men and is written in the masculine gender for reading convenience only.

2. The service offered on the Platform

2.1. The Company has developed and operates the Platform in order for it to serve as a marketplace in which owners or realtors of private homes and residential apartments in Israel can link up with potential buyers or tenants of those properties. For the avoidance of doubt it is clarified that the Platform does not itself sell or let the properties offered through the Platform. Every sale, lease or other action resulting from or following use of the Platform is carried out directly between the property owners and/or on their behalf and the purchasers or tenants of the property, and the Company is not a party to any such transaction. The parties to the transaction are hereby advised to seek the assistance of lawyers and other relevant experts during the transaction.

2.2. Fees may be charged for using and undertaking transactions through the Platform, as shown on the Platform for each chargeable transaction, in accordance the Platform's pricelist as determined by the Company from time to time and the realtors who use the Platform (in relation to the properties which they broker), as the case may be. In order to ensure that the Company receives the payments which it is entitled to from them, the Platform's users are required to notify the Company that they, or any person whom or entity which they are acting for within the framework of the Platform, were a party to a sale or lease of property which is displayed on the Platform, shortly after the implementation of that transaction. The Company's payments for each transaction shall be transferred on the relevant date by the Platform's payment clearance services provider debiting the means of payment furnished by the User. In addition to the foregoing, realtors wishing to use the Platform shall be subject to the provisions of the Realtors' Consideration Appendix which was given to them by the Company and which constitutes an integral part of these Terms of Use. It is clarified that the Company reserves to itself the right to change, supplement or remove terms from the Realtors' Consideration Appendix from time to time, in its sole discretion, in a written notice sent to the current email address which the Company has for the realtor, 30 days in advance. In any case, the continued use of the Platform by the realtor after the change takes effect, shall constitute his consent to the change in the Realtors' Consideration Appendix.

2.3. The Company allows property owners and their agents (including realtors) to display their properties on the Platform which the Company should not be seen as bearing, directly or indirectly, any responsibility for them, including for the quality of the properties, their features, condition (including from physical, planning and statutory points of view), their location, size, how many rooms they have, the identity of their owners and occupants (including the occupants' rights), the market value of properties and the advisability of purchasing or renting them. For the avoidance of doubt, it is clarified that the foregoing shall also apply to properties which the Company photographs and/or visits through an agent. The Company shall likewise bear no responsibility for the identities of the vendors and of the purchasers or tenants who buy, rent or express interest in a property through the Platform, or for the conduct and actions of all the said parties during their pre-contract negotiations relating to the property (including vis-à-vis their ability to complete the transaction and pay the consideration thereunder) or during the period in which they have possession of the property.

2.4. In addition, the Company bears no responsibility for the information displayed on the Platform about the Users or the properties and shall not be liable for any damage, loss, detriment, payment or expense, of any kind, resulting from the use of or reliance upon such information. The User is accordingly aware that he is solely responsible for his use of the Platform and taking a decision to submit an offer to purchase or rent a particular property through the Platform.

3. Registration for the Platform and display of properties on the Platform

3.1. In order to utilize and carry out transactions through the Platform, the User must register for and open a personal account on the Platform, by filling in all the details required to open the account as shall be updated by the Company from time to time.

3.2. Without derogating from the generality of the foregoing, the opening of a user account in and use of the Platform shall be subject to all of the following conditions:

3.2.1. The User is an adult (over the age of 18) who is competent to perform binding legal actions or a corporation which is lawfully registered in Israel, against whom or which no proceedings are pending for liquidation, receivership, the appointment of a trustee or any other, similar proceeding.

3.2.2. If the User is a realtor, he holds a valid registered realtor's license.

3.2.3. The User is opening an account on the Platform for himself only and not for any other party, without derogating from the right of a licensed realtor as stated in paragraph 3.2.2 above to use the Platform for the properties of others who have authorized him to broker those properties. If the User is a corporation, the person opening the account in the User's name is lawfully authorized to do so.

3.2.4. The User has not engaged in any of the activities enumerated in paragraph 5 below.

3.3. As part of the process of opening a user account on the Platform, the User must choose a username and password which shall be entered by him in order to access the Platform. Alternatively, the User may connect to the Platform through his user account in social networks (such as Google and Facebook), should the Company allow this. The User shall be solely responsible for any transaction taken in his account on the Platform after his username and password have been entered, and neither the Company nor any of the other users shall be responsible for any misuse, of any kind, made in the User's account on the Platform by any party. The User shall notify the Company, immediately upon becoming aware of any unauthorized use of his Platform account and after receiving the notice as aforesaid, the Company shall act to prevent the continued use of that account.

3.4. A user who wishes to display a property for sale or rent on the Platform shall be required to register the property on the Platform by filling in all relevant details for the property as shall be requested by the Company from time to time (including the address and a description of the property, the minimum sale price or rent being asked for the property, the securities in the event of a sale of the property, the rental period if the property is being let and the cost of submitting an offer for the property through the Platform (or a statement that the submission is free of charge)) and he may also add a verbal description which is relevant to the property or his preferences in relation to the potential purchaser or tenant of the property. The User is obliged to update his personal details and the details of the property displayed by him on the Platform in accordance with any change occurring in them. It is clarified that the User shall bear sole responsibility for the accuracy and integrity of the information provided by him.

3.5. No property may be displayed for sale or lease within the framework of the Platform without obtaining final clearance from the Company, which it may grant or withhold in its sole discretion. As a condition for allowing the property to be displayed on the Platform, the Company may demand that the User alter the details of the property as filled out by him when registering the property for the Platform and to visit the property, in coordination with the User, in order to photograph the property and obtain the User's declaration regarding the details which are relevant in relation to the property.

3.6. The Company reserves to itself the right not to open an account for a particular person or to prevent the continued use of the Platform by the User, for a limited time or indefinitely, to remove a property from the Platform or to deregister the User from the Platform and close his account, for any reason (including in response to any of the prohibited actions enumerated in paragraph 5 below), as it shall see fit and without being required to give prior notice, and the User hereby relinquishes any complaint and/or demand and /or claim against the Company in this regard.

3.7. Without derogating from the generality of the provisions of paragraph 3.6 above, the use of the Platform to display properties for sale or lease shall be limited to a certain number of properties as prescribed by the Company in accordance with the track chosen by each user. In addition, the User is aware that displaying properties for sale or leasing through the Platform may be conditional upon payment of a commission in accordance with the Company's pricelist, as shall be determined by it from time to time and posted on the Platform for each chargeable transaction. Payment shall be made by the Platform's payment clearance services provider debiting the means of payment furnished by the User, and in the event of a refusal to charge the User by debiting his means of payment, he shall not be allowed to continue implementing the transaction through the Platform.

4. Submission of offers within the framework of the Platform and completion of the transaction

4.1. A user who wishes to submit an offer for the purchase or renting of a property which is displayed on the Platform shall be required to register for the Platform, open a personal account (if he has not yet been registered), and fill in all the details which are relevant to the purchase or renting of the property, as the Company shall request from time to time (including the purchase price or rent being offered for the property and where the property is being let, the proposed rental period). In so far as possible, the User may add comments to the offer. It is clarified that the User shall be exclusively responsible for the details of the offer submitted by him and that the submission of an offer by the User through the Platform does not constitute a binding offer to carry out a transaction in the property and that the transaction is subject to the completion of negotiations between the User who submitted the said offer and the owner of the property.

4.2. The offer submitted by the User shall be forwarded to the owner of the property and/or anyone who displayed the property on the Platform on the owner's behalf, who may in his sole discretion accept or reject the offer. Should the offer be accepted, a notice shall be sent to the User who submitted the offer informing him of the acceptance of his offer and he shall be given the opportunity to receive the property owner's and/or his agent's contact details so that he can communicate with them directly for the purpose of entering into a transaction in relation to the property. It is clarified that acceptance of an offer by the property owner and/or his agent does not create a binding agreement between the User who submitted the offer and the proprietor to execute a transaction in the property and that the transaction is subject to completion of the negotiations between them.

4.3. The User is aware that submission of an offer to purchase or rent a property displayed on the Platform and/or obtaining the property owner's contact details may be conditional upon payment of a fee in accordance with the Company's pricelist, as determined by it from time to time and posted on the Platform for each chargeable transaction. Payment shall be made by the Platform's payment clearance services provider debiting the means of payment furnished by the User, and in the event of a refusal to charge the User by debiting his means of payment, he shall not be allowed to continue implementing the transaction through the Platform.

4.4. Once the transaction in the property which was displayed on the Platform has been completed, the Company shall be notified of this by both the property owner and/or his agent who presented the property, and the User who submitted an offer for the property. Should the transaction not be completed, then the User who submitted the offer for the property must notify the Company of this so that he can be reimbursed for the commission which he paid to the Company for receiving the property owner's contact details.

5. Prohibited activity on the Platform

The User agrees and undertakes that he shall not engage in any of the following activities:

5.1. Use of the Platform for any unlawful, prohibited or illegal purpose or in a manner which contravenes the provisions of these Terms of Use (including in order to broker a real estate transaction by the User without holding a valid realtor's license).

5.2. Copying, duplicating, altering, removing, processing, translating, publishing, distributing, transmitting, creating a derivative work, or using or storing content displayed on the Platform (including details, photographs or videos of properties shown on or users of the Platform or any databases).

5.3. Displaying content from the Platform within a visible or concealed format or displaying content from the Platform in any way, including through any software, device, accessory or communication protocol, which changes its original design or omits anything from it.

5.4. Operating any computer application or software or any other medium, for the purpose of searching, scanning, copying, duplicating or automatically retrieving all or some of the content displayed on the Platform.

5.5. Copying components of the software which operates the Platform to other applications, hacking the software, decrypting codes or the internal structure of the data, or carrying out reverse engineering, recompilation, disassembly or producing derivatives from the software and technologies which the Platform is based upon.

5.6. Copying, duplicating, altering, removing, processing, translating, publishing, distributing, transmitting, creating a derivative work, using or infringing in any way copyrights and/or trademarks and/or trade secrets and/or patents and/or any other proprietary right of the Company or of any other party (including by conveying or uploading content for display on the Platform which belongs to a party who is not the User without obtaining his express permission).

5.7. Conveying or uploading personal information or content to the Platform which includes a link to any website or web address, whether in the form of text or within an image.

5.8. Obtaining or creating unauthorized access to the Platform, the content displayed on it or to the accounts of the Platform's users or computer systems, databases or networks which are connected to the Platform in any way.

5.9. Impersonating a person and/or any other party, including filling in incorrect, inaccurate and/or incomplete details when registering for or using the Platform.

5.10. Misuse of the Platform or unreasonable use which interferes with or damages the activity of the Platform or the Company (including a use which competes with or may compete with the Company's prevailing enterprises or the creation or expansion of a list of real estate assets with the aim of displaying or marketing them other than through the Platform).

6.Limitation of the Company's liability

6.1.The Platform, the content displayed on it, the services and products offered through it and the software which operates it, are usable as-is and without any obligation or warranty of any kind on the part of the Company. The Company makes no representation of any kind regarding the Platform, the services and products offered through or the content displayed on it. The User is aware that the photographs and videos of the properties displayed on the Platform are intended to be for illustration purposes only. In addition, the wording of the sale agreement, the tenancy agreement and other documents relating to the transaction in the property between the Users, which will be available for downloading on the Platform from time to time at the Company's discretion, constitute a recommendation only and do not replace any professional advice or the discretion of the User who wishes to utilize the said documents and he is hereby advised to consult with lawyers and other relevant experts during the transaction. It is clarified that the Platform is dynamic and constantly evolving, and that the Company may at any time alter, remove, develop, update and upgrade, as it shall see fit, the content presented on, the services and products offered through, and the software which operates the Platform. It is further clarified that no opinion and/or recommendation on the party of the Company in relation to one property or another should be inferred from the manner or order in which the properties appear on the Platform, and the Company bears no responsibility for the manner in which the properties are presented or the order in which they appear as aforesaid. In addition, the presentation of links on the Platform to websites and/or services offered by third parties, shall not be construed as an offer to the User or as an expression of support, approval or sponsorship by the Company of the websites or services of those third parties as aforesaid, and the Company shall bear no responsibility or liability in this regard, including if the links displayed on the Platform are faulty or lead to sites which contain unreliable, illegal, immoral or offensive information or uses.

6.2.In addition and without derogating from the generality of the foregoing, the Company makes no representation regarding and shall not be held accountable for any damage, detriment, loss, payment or expense, of any kind, which shall be directly or indirectly sustained or incurred by the User or any other party, as a result of (a) faults, defects, malfunctions, errors or failures in the software which operates the Platform, including in their connectivity to other systems and the security of the Platform, or (b) a detail presented on the Platform which is incorrect, inaccurate, incomplete or obsolete, or (c) the utilization of the Platform in any way by the Users.

6.3.The User is aware that although the Company makes efforts in order to ensure that using the Platform shall be a qualitative and safe experience, the Platform is not invulnerable to glitches or errors and the Company does not guarantee that the Platform shall operate continuously, reliably, perfectly and flawlessly, with no interruptions, disruptions, malfunctions or disconnections. The Company shall not be held directly or indirectly accountable for any case in which proper use of the Platform was impeded and shall not be responsible for any damage, loss, detriment, payment or expense, of any kind, which shall be sustained and incurred by the User or any party as a result thereof.

6.4.The limitations on the Company's liability as stated in these Terms of Use (including in this paragraph 6 above), shall apply in the broadest manner permitted by law.

7.Terminating use of the Platform

7.1.The User may discontinue his use of the Platform and close his user account at any time, without having to give prior notice to the Company.

7.2.Without derogating from the other provisions of these Terms of Use (including the provisions of paragraph 3.6 above), the Company may fully or partially, temporarily or permanently, terminate the operation of the Platform at any time, without having to give prior notice to the Users.

7.3.It is clarified that the discontinuance, for any reason, of the User's use of the Platform shall not derogate from the validity of those provisions in these Terms of Use which by their very nature and essence shall also apply even after the agreement between the Company and the User upon which these Terms of Use are predicated has been terminated, including the User's obligation to pay commissions and/or various charges to the Company for his use of, and the transactions which he undertook through, the Platform.

8.Intellectual Property Rights

8.1.All intellectual property rights in or in connection with the Platform, including the design, source code and binary code, computer software, technologies, trade and/or business secrets, patents, copyrights, designs, trademarks, processes, improvements, inventions, techniques, methodologies, developments, versions, knowhow, formulas, ideas, reputation and any right equivalent to or deriving from any of the foregoing - belong and shall belong exclusively to the Company and (excepting normal and reasonable use of the Platform which is expressly permitted under these Terms of Use) without obtaining the Company's express written permission in advance the User is prohibited from utilizing them. It is clarified that the address database and mapping which serves the Platform is based on databases of third parties the intellectual property rights in which belong to their owners. Without derogating from the generality of the aforesaid, it is clarified that the photographs and videos of the properties displayed on the Platform and which were taken by the Company or by its agent, are the exclusive property of the Company, and that the property owners and their representatives hereby relinquish any right which they may have in connection with the said photographs and videos and (apart from displaying them on the Platform) are precluded from making any use of them.

8.2.It is clarified that the granting of access to or of permission to use the Platform should not be seen as conferring any license and/or any right in the intellectual property of the Company or of third parties (other than the right to make normal and reasonable use of the Platform which is expressly permitted under these Terms of Use).

9.Indemnification

9.1.The User undertakes to indemnify and compensate the Company and its agents immediately upon receiving its first demand to do so, with respect to any damage (including direct, indirect, resultant, incidental and/or special damage), loss (including loss of income, information or data), payment or expense, which it shall directly or indirectly sustain or incur as a result of any demand, complaint or claim made or filed in relation to or against it by any party (including any of the Users), in connection with an act or omission of the User or anyone acting on his behalf which constitutes a breach of any of these Terms of Use.

9.2.The User undertakes to pay the Company the amount of indemnity which it is entitled to under the provisions of this paragraph 9 immediately upon receiving the Company's first demand for him to do so.

10.Law and Jurisdiction

10.1.The laws of the State of Israel (barring the international rules of dépeçage prescribed therein) only shall apply to any use of the Platform or any demand, complaint or claim deriving from that use or from any other issue or matter relating directly or indirectly to the Platform or to these Terms of Use.

10.2.The competent courts in Tel-Aviv shall have exclusive jurisdiction to adjudicate any issue or other matter relating directly or indirectly to the Platform or to these Terms of Use.

10.3.The User hereby agrees that his address for the purpose of serving pleadings shall be the last address which he updated on the Platform.

11.Miscellaneous

11.1.These Terms of Use have been divided into headed paragraphs for the purposes of reference and convenience only and should not be used to interpret these Terms of Use. In these Terms of Use, the terms "including" or "inclusive" mean "including, inter alia" and the singular form of a word shall be deemed to include its plural form and vice versa, all as the case may be and unless expressly stated otherwise.

11.2.The Company may assign, endorse or transfer all or some of its rights or obligations under these Terms of Use or in the Platform, to any third party who shall be related to it in any way, without having to obtain prior consent to this from the Users of the Platform. The User may not assign, transfer or endorse all or some of his rights and obligations under these terms of use or his user account on the Platform.

11.3.Wherever in these Terms of Use the Company is granted any competency, right or authorization, the Company may choose in its sole discretion whether to use that right, competency or authorization. The nonuse of any right, competency or authorization by the Company shall not constitute a waiver of that right, competency or authorization.

11.4.No verbal or written assurance, offer or undertaking given by the Company to the User or to anyone acting on his behalf shall be valid unless expressly incorporated in these Terms of Use. Notwithstanding the foregoing, the provisions of these Terms of Use shall apply in addition to any other term and/or condition presented on the Platform or agreed in writing between the Company and the User in relation to specific services offered by the Company, and it is hereby agreed that such services shall be subject to those terms and/or conditions.

11.5.These Terms of Use and the registration of the User for the Platform do not create and shall not be construed as creating any legal or business partnership, principal-agent or employer-employee relationship between the Company or anyone acting on its behalf and the User.

11.6.These Terms of Use do not constitute a contract for the benefit of a third party and do not confer any right on any third party.

11.7.Any right or remedy of the Company under these Terms of Use shall not derogate from any other right or remedy granted to the Company by law.

11.8.Should the competent court declare one of these Terms of Use to be unlawful or invalid, that term shall be replaced by a lawful and valid term which preserves in so far as possible the purpose and meaning of the original term and its cancellation and/or alteration shall not prejudice, derogate from or affect the legality or validity of the rest of these Terms of Use.

11.9.For any issue related to the Platform or these Terms of Use, please feel free to email the Company's Support Service at [email protected].

11.10.A notice under these Terms of Use shall be deemed to have been delivered 48 hours from the time of its transmission by electronic mail.

Last updated: January 2022