Terms and Conditions

SRH FZ-LLC, an entity based in Dubai Internet City with a license number 94821 and a mailing address at [email protected] (“Layzee”), primarily operates, controls and manages the Services (as defined below).

United Arab of Emirates is our country of domicile. Layzee will NOT deal or provide any services or products to any of OFAC (Office of Foreign Assets Control) sanctions countries in accordance with the law of UAE.

A. ACCEPTANCE OF TERMS

PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY. The terms and conditions set forth below (“Terms of Use”) and the Privacy Policy (as defined below) constitute a legally-binding agreement between Layzee and you.

These Terms of Use contain provisions that define your limits, legal rights and obligations with respect to your use of and participation in

i) the Layzee Platform, including the classified advertisements, forums, various email functions and Internet links, and all content and Layzee services available through the domain and sub-domains of Layzee located at www.layzee.com, our landline and mobile numbers and mobile application (collectively referred to herein as the “Platform”);

ii) the transactions between those users of the Platform who are offering services (each, a “Service Professional”) and those users of the Platform who are obtaining services (each, a “Service Requester”) through the Platform (such services, collectively, the “Services”) in certain areas (“Coverage Areas”); and

iii) medium via which Service Requesters and Service Providers can interact with Layzee (the “Application”).

The Terms of Use described below incorporate the Privacy Policy and apply to all users of the Platform, including users who are also contributors of video content, information, private and public messages, advertisements, and other materials or Services on the Platform.

The Platform is owned and operated by Layzee.

You acknowledge that the Platform serves as a venue for the online distribution and publication of user submitted information between Service Professionals and Service Requesters, and, by using, visiting, registering for, and/or otherwise participating in this Platform, including the Services presented, promoted, and displayed on the Platform, and by clicking on “I have read and agree to the terms of use” or other similar buttons, hyperlinks or any other type of clickable input, you hereby certify that:

i) you are either a Service Professional or a prospective Service Requester; ii) you have the authority to enter into these Terms of Use;

iii) you authorize the transfer of payment for Services requested through the use of the Platform; and

iv) you agree to be bound by all terms and conditions of these Terms of Use and any other documents incorporated by reference herein.

If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Platform. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in this Platform immediately.

You specifically agree that by using the Platform, you are at least 18 years of age and you are competent under the law to enter into a legally binding and enforceable contract.

All references to “you” or “your,” as applicable, mean the person that accesses, uses, and/or participates in the Platform in any manner. If you use the Platform or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Terms of Use will be deemed an acceptance by that business and “you” and “your” herein shall refer to that business.

1. Modifications to Terms of Use and/or Privacy Policy

Layzee reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein for complying with legal and regulatory framework and for other legitimate business purposes, at any time, and Layzee will notify you about the amended Terms of Use. If you don’t agree to the amended Terms of Use, you will discontinue viewing or participating in this Platform immediately.

2. Privacy Policy

Layzee has established a Privacy Policy that explains to users how their information is collected and used. The Privacy Policy is referenced below and hereby incorporated into the Terms of Use set forth herein. Your use of this Platform is governed by the Privacy Policy.

B. MEMBERSHIP AND ACCESSIBILITY

1. License to Access

Layzee hereby grants you a non-exclusive, revocable license to use the Platform as set forth in the Terms of Use; provided, however, that

i) you will not copy, distribute, or make derivative works of the Platform in any medium, whether online or offline, without Layzee’s prior written consent;

ii) you will not alter or modify any part of the Platform other than as may be reasonably necessary to use the Platform for its intended purposes; and

iii) you will otherwise act in accordance with the terms and conditions of the Terms of Use and in accordance with all applicable laws.

2. Membership Eligibility Criteria

Use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. You represent, acknowledge and agree that you are at least 18 years of age, and that:

i) all registration information that you submit is truthful and accurate, ii) you will maintain the accuracy of such information, and

iii) your use of the Platform and Services offered through this Platform do not violate any applicable law or regulation.

Your Account (defined below) may be terminated without warning if we, at our discretion, believe that you are under the age of 18 or that you are not complying with any provisions of these Terms of Use, applicable laws, rules or regulations.

You need not register with Layzee to simply visit and view the Platform, but to access and participate in certain features of the Platform, you will need to create a password- protected account (“Account”). To create an account, you must submit your name, phone number and/or email address through the account registration page on the Platform and create a password. You will also have the ability to provide additional optional information, which is not required to register for an account but may be helpful to Layzee in providing you with a more customized experience when using the Platform. You may also register for an Account using your existing Facebook or any other social media platform account and log-in credentials (your “Third-Party Site Password”).

You are solely responsible for safeguarding your Layzee password and, if applicable, your Third-Party Site Password (collectively, “Passwords”) at all times and shall keep your Passwords secure at all times. You shall be solely responsible for all activity that occurs on your Account and you shall notify Layzee immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another’s Account without Layzee’s permission. You agree that you will not misrepresent yourself or represent yourself as another user of the Platform and/or the Services offered through the Platform. You hereby expressly acknowledge and agree that you yourself and not Layzee will be liable for your losses, damages etc. (whether direct or indirect) caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of Layzee or others due to such unauthorized use. An Account holder is sometimes referred to herein as a “Registered User.”

You acknowledge and agree that you shall comply with the following policies (the “Account Policies”):

i) You will provide true, accurate, current and complete information when creating your Account and you shall maintain and update such information during the term of this Agreement so that it will remain accurate, true, current and complete.

ii) You shall not use any automated system, including but not limited to, “robots,” “spiders,” “offline readers,” “scrapers,” etc., to access the Platform for any purpose without Layzee’s prior written approval.

iii) You shall not in any manual or automated manner collect Service Professionals or Service Requesters information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate Platform information or content, including but not limited to, use on a “mirrored”, competitive, or third party site.

iv) You shall not in any way that transmits more request messages to the Layzee servers, or any server of a Layzee subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. Layzee reserves the right to revoke these exceptions either generally or in specific cases.

v) You shall not recruit, solicit, or contact in any form Service Professionals or Service Requesters for employment or contracting for a business not affiliated with Layzee without express written permission from Layzee.

vi) You shall not take any action that:

a) unreasonably encumbers or, in Layzee’s sole discretion, may unreasonably encumber the Platform’s infrastructure;

b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation in the Platform; or

c) bypasses Layzee’s measures that are used to prevent or restrict access to the Platform.

vii) You agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Platform, nor to use the communication systems provided by the Platform for any commercial solicitation purposes.

3. Additional Policies

Your access to, use of, and participation in the Platform is subject to the Terms of Use and all applicable Layzee regulations, guidelines and additional policies that Layzee may set forth from time to time, including without limitation, commercial terms and conditions, a copyright policy and any other restrictions or limitations that Layzee publishes on the Platform (the “Additional Policies”). You hereby agree to comply with the Additional Policies and your obligations thereunder at all times. You hereby acknowledge and agree that if you fail to adhere to any of the terms and conditions of this Agreement or documents referenced herein, including the Account Policies, membership eligibility criteria or Additional Policies, Layzee, in its sole discretion,

may terminate your Account at any time without prior notice to you as well as initiate appropriate legal proceedings, if necessary.

C. MEMBER CONDUCT

1. Prohibitions on Submitted Content

You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Platform, including your profile (“Profile”), the posting of your Service (“Offer”), the posting of your desired Service (“Job”), or the posting of any opinions or reviews in connection with the Platform, the Service, the Service Professional, or the Service Requester (“Feedback”) (all of the foregoing content is sometimes collectively referred to herein as “Submitted Content” and the posting of Submitted Content is sometimes referred to as a “Posting” or as “Postings”) that:

i) misrepresents the source of anything you post, including impersonation of another individual or entity or any false or inaccurate biographical information for any Service Professionals; provides or create links to external sites that violate the Terms of Use; is intended to harm or exploit any individual in any way; is designed to solicit, or collect personally identifiable information of any person, including, but not limited to, name, email address, home address and phone number;

ii) invades anyone’s privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;

iii) contains falsehoods or misrepresentations that could damage Layzee or any third party;

iv) is pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;

v) is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant Layzee all of the license rights granted herein;

vi) contains or promotes an illegal or unauthorized copy of another person’s copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacturer installed copy protection devices, pirated

music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item that copy, display, use, performance, or distribution of which infringes on another’s copyright, intellectual property right, or any other proprietary right;

vii) is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;

viii) intends to harm or disrupt another user’s computer or would allow others to illegally access software or bypass security on Platforms or servers, including but not limited, to spamming; impersonates, uses the identity of, or attempts to impersonate a Layzee employee, agent, successor ,manager, host, another user, or any other person through any means;

ix) advertises or solicits a business not related to or appropriate for the Platform (as determined by Layzee in its sole discretion);

x) contains or could be considered “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “affiliate marketing”, or unsolicited commercial advertisement;

xi) contains advertising for ponzi schemes, discount cards, credit counselling, online surveys or online contests;

xii) distributes or contains viruses or any other technologies that may harm Layzee, or the interests or property of Layzee users

xiii) contains links to commercial services or platforms, except as allowed pursuant to the Terms of Use; is non-local or irrelevant content; or

xiv) contains identical content to other open Postings you have already posted; or uses any form of automated device or computer program that enables the submission of Postings without the express written consent of Layzee.

2. Prohibitions on Sending Messages

You will not send messages to other users containing:

i) offers to make national or international money transfers for any amounts exceeding or decreasing the asking price of a Service, with intent to request a refund of any portion of the payment;

ii) unsolicited advertising or marketing of a service not offered on the Platform or an external Platform;

iii) impersonation of another individual or entity or any false or inaccurate biographical information for any Service Professionals; links to external sites that violate the Terms of Use;

iv) falsehoods or misrepresentations that could damage Layzee or any third party;

v) pornographic, harassing, hateful, illegal, obscene, defamatory, libelous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive

material; encouragement of a conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotion of racism, hatred or physical harm of any kind against any group or individual; nudity, violence or inappropriate subject matter;

vi) material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to share the material;

vii) messages that intend to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or messages to incite or encourage anyone else to do so;

viii) impersonation of a Layzee employee, agent, successor, manager, host, another user, or any other person;

ix) advertisement or solicitation of a business not related to the Platform;

x) “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “affiliate marketing”, or unsolicited commercial advertisement;

xi) advertisement for ponzi schemes, discount cards, credit counselling, online surveys or online contests;

xii) viruses or any other technologies that may harm Layzee, or the interests or property of Layzee users; or

xiii) links to commercial services or platforms, except as allowed pursuant to the Terms of Use.

3. Prohibitions with Respect to Services

While using the Platform, you shall not

i) violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;

ii) fail to deliver payment for Services purchased by you, unless the Service Professional has materially changed the description of the Service after you negotiate an agreement for such Service, a clear typographical error is made, or you cannot authenticate the Service Professional’s identity;

iii) fail to perform Services purchased from you, unless the Service Requester fails to materially meet the terms of the mutually agreed upon agreement for the Services, refuses to pay, a clear typographical error is made, or you cannot authenticate the Service Requester’s identity;

iv) manipulate the price of any Service or interfere with other users’ Postings;

v) circumvent or manipulate our fee structure, the billing process, or fees owed to Layzee; post false, inaccurate, misleading, defamatory, or libelous content (including personal information about any Platform user); or

vi) take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the Platform or using it for purposes unrelated to the Platform);

4. No Discrimination

United Arab Emirates’ laws prohibit any preference, limitation or discrimination based on race, color, religion, sex, ethnic origin, age, caste, doctrine, handicap or other protected class. Layzee will not knowingly accept any Posting which is in violation of the law. Layzee has the right, in its sole discretion and without prior notice to you; to immediately remove any posting that discriminates or is any way in violation of any law.

D. FEEDBACK

As a participant in the Platform, you agree to use careful, prudent, and good judgment when leaving Feedback for another user. The following actions constitute inappropriate uses of Feedback:

i) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided;

ii) leaving Feedback in order to make the Service Professional or Service Requester appear better than he or she actually is or was;

iii) including conditions in an Offer or Job that restrict a Service Professional or a Service Requester from leaving Feedback.

1. Sanctions for Inappropriate Use of Feedback

If you violate any of the above-referenced rules in connection with leaving Feedback, Layzee, in its sole discretion, may take any of the following actions:

i) cancel or remove your Feedback or any of your Postings; ii) limit your Account privileges;
iii) suspend your Account;
iv) decrease your status earned via the Feedback page.

2. Reporting Inappropriate Use of Feedback

You may contact Layzee regarding any inappropriate use of Feedback via-email at [email protected].

3. Resolving Disputes in Connection with Feedback.

In the event of any dispute between users of the Platform concerning Feedback, Layzee shall be the final arbiter of such dispute. Further, in the event of any dispute between users of the Platform concerning Feedback, Layzee has the right, in its sole and absolute discretion, to remove such Feedback or take any action it deems reasonable without incurring any liability therefrom. The foregoing lists of prohibitions provide examples and are not complete or exclusive. Layzee reserves the right to:

i) terminate your access to your Account, your ability to post to this Platform (or the Services);

ii) refuse, delete or remove, move or edit the content, in whole or in part, of any Postings; with or without cause and with or without notice, for any reason or no reason, or for any action that Layzee determines is inappropriate or disruptive to this Platform or to any other user of this Platform and/or Services. Layzee reserves the right to restrict the number of e-mails or other messages that you are allowed to send to other users to a number that Layzee deems appropriate in Layzee’s sole discretion. Layzee may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Layzee’s discretion, Layzee will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Platform or on the Internet. Layzee does not and cannot review every Posting posted to the Platform. These prohibitions do not require Layzee to monitor, police or remove any Postings or other information submitted by you or any other user.

E. RULES FOR SERVICE PROFESSIONALS

Rules and regulations for Service Professionals are governed by the Terms & Conditions accepted by the Service Professionals through Layzee Web portal

F. RULES FOR SERVICE REQUESTERS

Service Requesters shall not take any of the following actions: i) commit to purchasing or using a Service without paying;

ii) sign up for, negotiate a price for, use, or otherwise solicit a Service with no intention of following through with your use of or payment for the Service;

iii) agree to purchase a Service when you do not meet the Service Professional’s terms as outlined in the Posting, or agree to purchase a Service with the intention of disrupting a Posting;

iv) misuse any options made available now or in the future by Layzee in connection with the use or purchase of any Service.

1. Sanctions for Violating any of the Rules for Service Requesters

If a Service Requester violates any of the above-referenced rules in connection with his or her Posting, Layzee, in its sole discretion, may take any of the following actions:

i) cancel the Posting;
ii) limit the Service Requester’s Account privileges;
iii) suspend the Service Requester’s Account
iv) decrease the Service Requester’s status earned via the Feedback page.

G. USE OF SUBMITTED CONTENT

1. No Confidentiality

The Platform may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Offer, your Jobs, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content.

You understand that whether or not such Submitted Content is published, Layzee does not guarantee any confidentiality with respect to any Submitted Content. You agree that any Submitted Content provided by you for which you authorize to be searchable by Registered Users who have access to the Platform is provided on a non-proprietary and non-confidential basis. You agree that Layzee shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services.

You are aware that any information provided by you in the Submitted Content towards locating a professional who ordinarily is bound to maintain confidentiality under law with his/her client (i.e. a doctor or a lawyer) is not extended to Layzee.

Layzee may also disclose user information including personal information if Layzee reasonably believes that disclosure:

i) is necessary in order to comply with a legal process (such as a court order, search warrant, etc.) or other legal requirement of any governmental authority;

ii) would potentially mitigate Layzee’s liability in an actual or potential lawsuit;

iii) is otherwise necessary or appropriate to protect our rights or property, or the rights or property of any person or entity;

iv) to enforce this Agreement (including, but not limited to ensuring payment of fees by users); or

v) as may be required or necessary to deter illegal behavior (including, but not limited to, fraud).

If you make a payment for our products or services on our website, the details you

are asked to submit will be provided directly to our payment provider via a secured

connection

2. Your Representations and Warranties

You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you confirm, represent, and/or warrant that:

i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Layzee to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Platform and these Terms of Use;

ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Platform and these Terms of Use; and

iii) you agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Platform.

3. Your Ownership Rights and License to Layzee

You retain all of your ownership rights in your Submitted Content. However, by submitting the Submitted Content to Layzee for posting on the Platform, you hereby grant, and you represent and warrant that you have the right to grant, to Layzee a perpetual, worldwide, non-exclusive, royalty-free, sublicense able and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Platform and Layzee’s (and its successor’s) business operations, including without limitation, for the promotion and redistribution of any part or all of the Platform, and any derivative works thereof, in any media formats and through any media channels. You also hereby grant each user of the Platform a non-exclusive license to access your Submitted Content through the Platform, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Platform and under these Terms of Use. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Platform. You acknowledge and understand that the technical processing and transmission of the Platform, including your Submitted Content, may involve

i) transmissions over various networks;

ii) changes to conform and adapt to technical requirements of connecting networks or devices. You may remove your Submitted Content from the Platform at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire.

4. Layzee’s Disclaimers and Right to Remove

i) Layzee does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and Layzee expressly disclaims any and all liability in connection with all Submitted Content.

ii) Layzee does not permit copyright infringing activities and infringement of intellectual property rights on the Platform, and Layzee will remove any Data (as defined below) or Submitted Content if properly notified, pursuant to the “take down” notification procedure described in clause 6 below under this section, that such Posting or Submitted Content infringes on another’s intellectual property rights.

iii) Layzee reserves the right to remove any Data or Submitted Content without prior notice. Layzee will also terminate a user’s access to the Platform, if he or she is determined to be a repeat infringer. A repeat infringer is a Platform user who has been notified of infringing activity more than twice and/ or has had Submitted Content removed from the Platform more than twice.

iv) Layzee also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length.

v) Layzee may remove such Submitted Content and/or terminate a user’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and in its sole discretion.

vi) You acknowledge and understand that when using the Platform, you will be exposed to Submitted Content from a variety of sources, and that Layzee is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content.

vii) You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Layzee with respect thereto, and agree to indemnify and hold Layzee, its owners, members, managers, operators, directors, officers, agents, successors, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Platform.

viii) You are solely responsible for the photos, profiles and other content, including, without limitation, Submitted Content that you publish or display on or through the Platform, or transmit to other Platform users. You understand and agree that Layzee may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Platform users or others.

ix) You must retain a copy of transaction records and Merchant policies and rules.

5. Suggestions

If you send or transmit any communications, comments, questions, suggestions, or related materials to Layzee, whether by letter, email, telephone, or otherwise (collectively, “Suggestions”), suggesting or recommending changes to the Platform, including, without limitation, new features or functionality relating thereto, all such Suggestions are, and will be treated as, non-confidential and non-proprietary.

You hereby assign all right, title, and interest in, and Layzee is free to use, without any attribution or compensation to you, any ideas, knowhow, concepts, techniques, or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Suggestions.

You understand and agree that Layzee is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Suggestions, and you have no right to compel such use, display, reproduction, or distribution or seek recognition if the Suggestions are in fact implemented.

6. Copyright Infringement Take Down Procedure

Layzee has high regard for intellectual property and expects the same level of standard to be employed by its users. Layzee may, in appropriate circumstances and at its discretion, terminate the Account or prohibit access to the Platform of users who infringe upon the intellectual property rights of others.

If you believe that your work has been copied and posted on the Platform in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to us at [email protected]

i) Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;

ii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Platform, and information reasonably sufficient to permit Layzee to locate the material.

iii) A written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law.

iv) Information reasonably sufficient to permit Layzee to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

v) An electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed

vi) A statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the “Notice.”

Only the intellectual property rights owner is permitted to report potentially infringing items through Layzee’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms of Use.

H. MODIFICATIONS TO OR TERMINATION OF PLATFORM

1. Modification or Cessation of Platform

Layzee reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice and in its sole discretion. You agree that Layzee shall not be liable to you or to any third party for any modification, suspension or discontinuance of Layzee Services.

2. Termination by Layzee

You hereby acknowledge and agree that Layzee, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Platform or otherwise terminate your access to or participation in the use of the Platform (or any part thereof), or remove and discard any Submitted Content on the Platform (“Termination of Service”), immediately and without notice, for any reason, including without limitation, Account inactivity or if Layzee believes or has reason to believe that you have violated any provision of the Terms of Use.

3. Termination by You

You may cancel your use of the Platform and/or terminate the Terms of Use with or without cause at any time by sending the email at [email protected] with a request to deactivate your account.

4. Effect of Termination

Upon termination of your Account, your right to participate in the Platform, including, but not limited to, your right to offer or purchase Services and your right to receive any fees or compensation, including, without limitation, referral discounts, or other special offer rewards, shall automatically terminate. You acknowledge and agree that your right to receive any fees or compensation hereunder is conditional upon your proper use of the Platform, your adherence to the Terms of Use, the continuous activation of your Account, and your permitted participation in the Platform.

In the event of Termination of Service, your Account will be disabled and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the Layzee system.

Unless Layzee has previously cancelled or terminated your use of the Platform (in which case subsequent notice by Layzee shall not be required), if you provided a valid email address during registration, Layzee will notify you via email of any such termination or cancellation, which shall be effective immediately upon Layzee’s delivery of such notice.

Upon Termination of Service, the following shall occur:
i) all licenses granted to you hereunder will immediately terminate;

ii) you shall promptly destroy all copies of Layzee Data (as defined below), Marks (as defined below) and other content in your possession or control.

You further acknowledge and agree that Layzee shall not be liable to you or any third party for any termination of your access to the Platform. Upon Termination of Service, Layzee retains the right to use any data collected from your use of the Platform for internal analysis and archival purposes, and all related licenses you have granted Layzee hereunder shall remain in effect for the foregoing purpose. In no event is Layzee obligated to return any Submitted Content to you. Sections E, H, I, J, K, L, M, O, P, and R, shall survive expiration or termination of the Platform or your Account.

You agree to indemnify and hold Layzee, and its officers, managers, members, affiliates, successor, assigns, directors, agents, Service Professionals, suppliers, and employees harmless from any claim or demand, including reasonable attorneys’ fees and court costs, made by any third party due to or arising out of the Termination of Service.

I. INTELLECTUAL PROPERTY RIGHTS

1. Layzee Owns or Holds the Licenses to All Data and Marks on the Platform

The content on the Platform (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Data”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by Layzee.

Other trademarks, names and logos on this Platform are the property of their respective owners.

Data on the Platform is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.

Layzee reserves all rights not expressly granted in and to the Platform and the Data.

You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the Platform for any commercial purposes.

If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon.

You agree not to circumvent, disable or otherwise interfere with security features of the Platform or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Platform or the Data therein.

2. Layzee’s License to You for the Use of Data and Marks

The Platform contains Layzee’s Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret and other laws, and Layzee owns and retains all rights in the Layzee Data and Marks.

Subject to these Terms of Use, Layzee hereby grants you a limited, revocable, nontransferable, non-sublicensable license to reproduce and display the Layzee Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Platform.

The Platform may also contain Data of other users or licensors, which you shall not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell.

J. LAYZEE FEES

1. Fees Incurred by Service Professionals

All fee / compensation structure for Service Professionals will remain in line with the Section E:Rules for Service Professionals , of these terms of use

2. Fees Incurred by Service Requesters

Joining Layzee, opening an Account, viewing posted Services, and bidding on posted Services is free.

Layzee reserves the right to charge a fee to Service Requesters (which shall also include Value Added Tax (“VAT”) if applicable) in the future on a per-transaction basis or in any other manner, and reserves the right to do so in its sole discretion.

We accept payments online using Visa and MasterCard credit/debit card in AED (or

any other agreed currencies).

If applicable, you agree to pay all fees or charges to your Account based on Layzee’s fees, charges, and billing terms then in effect. If you do not pay on time or if Layzee cannot charge your credit card, any payment gateway or other payment

method for any reason, Layzee reserves the right to either suspend or terminate your access to the Platform and Account and terminate these Terms of Use. Multiple transaction may result in multiple postings to the cardholder’s monthly statement.

You are expressly agreeing that Layzee is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Platform and the fees will be billed to your credit card, a payment gateway or other payment method designated at the time you make a purchase or register for a fee-based service. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Layzee may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Layzee reserves its right to initiate appropriate legal proceedings, if necessary, in its sole discretion, to recover such outstanding amounts.

3. Taxes

You understand that we are acting solely as an intermediary for the collection of fees between a Service Requester and a Service Professional who choose to enter into an Agreement for Service. You understand and agree that you are solely responsible for VAT requirements in consultation with tax advisors, and that we cannot and do not offer tax advice to either hosts or guests. Further, you understand that Layzee shall not be responsible or liable in any manner in relation to tax liability of a Service Requester or a Service Professional.

4. Refund Policy

All commissions payable to Layzee by Service Professionals on consummated transactions, i.e. exchange of services for consideration, are final and non- refundable.

K. NEGOTIATION OF TERMS OF SERVICE; DISPUTES BETWEEN REGISTERED USERS

1. Layzee is not a Party to any Service Contract

Each Registered User hereby acknowledges and agrees that Layzee is NOT a party to any oral or written Agreement for Service, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Platform. Each Registered User acknowledges, agrees and understands that Layzee only seeks to provide a platform wherein the Service Requester and Service Professional can be brought together and Layzee itself has no role in the execution or provision of Services.

2. No Agency or Partnership

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the Platform, including without limitation, Agreement for Service. You do not have any authority whatsoever to bind Layzee in any respect. All Service Professionals are independent contractors. Neither Layzee nor any users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other.

3. Disputes between Registered Users

Subject to the provisions regarding disputes between Platform participants in connection with Feedback, your interactions with individuals and/or organizations found on or through the Platform, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization.

You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, Service Professionals and Service Requesters.

You understand that deciding whether to use the Services of a Service Professional or provide Services to a Service Requester or use information contained in any Submitted Content, including, without limitation, Postings, Offers, Wants and/or Feedback, is your personal decision for which alone are responsible.

You understand that Layzee does not warrant and cannot make representations as to the suitability of any individual you may decide to interact with on or through the Platform and/or the accuracy or suitability of any advice, information, or recommendations made by any individual.

While Layzee may attempt to seek information about the background of a Service Professional, either via a telephonic or in-person interview, review of past work/customer feedback and/or check presence online (if available) on Facebook, personalised platform, LinkedIn, Twitter etc., you understand that Service Professionals may register themselves suo motu.

You also understand that any so called background check undertaken by Layzee is not exhaustive to the extent to determine previous criminal antecedents and hence, at the end of the day, the Service Requester should take an informed decision on his/her own accord and keep in mind the fact that Layzee only seeks to provide a platform wherein Service Requesters and Service Professionals have an opportunity to meet each other.

Notwithstanding the foregoing, you agree that since Layzee only seeks to provide a Platform wherein the Service Requester and Service Professional can be brought together and Layzee itself has no role in the execution or provision of Services itself,

Layzee shall not be responsible or liable for any loss or damage, whether direct or indirect, of any sort whatsoever incurred as the result of any such transaction or dealings.

If there is a dispute between participants on the Platform, or between Registered Users or any Platform user and any third party, you acknowledge and agree that Layzee is under no obligation to become involved.

In the event that a dispute arises between you and one or more Platform users, Registered Users or any third party, you hereby release Layzee, its officers, managers, members, directors, employees, attorneys, agents, and successors in rights from any claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, foreseeable or unforeseeable, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Platform or any Service provided thereunder.

L. DISPUTE RESOLUTION

If a dispute arises between you and Layzee, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Layzee hereby agree that we will resolve any claim or controversy at law and equity that arises out of the Terms of Use or the Platform in accordance with this Section L or as we and you otherwise agree in writing. Before resorting to the filing of a formal lawsuit, we strongly encourage you to first contact us directly to seek a resolution via e-mail
at [email protected]. The dispute shall be resolved through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

1. Governing Law

ii) Any dispute, claim or controversy arising out of or in connection with the Terms of Use (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with the Terms of Use) shall be referred to the respective CEOs of Layzee and Service Professional or owners or officers of equivalent standing, for resolution.

iii) If any dispute remains unresolved 30 days after being referred to the respective CEOs or owners or officers of equivalent standing, it shall be finally settled by arbitration under the Arbitration Rules of the DIC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference.

iv) The number of arbitrators shall be ONE. The seat, or legal place, of arbitration shall be Dubai. The language to be used in the arbitration shall be English. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction against any matters relating to protection of IPRs or breach of confidentiality obligations.

M. ADVERTISEMENTS

i) Any dispute or claim arising out of or in connection with this website shall be

governed and construed in accordance with the laws of UAE.

Aspects of the Platform and other Layzee services may be supported by advertising revenue. As such, Layzee may display advertisements and promotions on the service. The manner, mode and extent of advertising by Layzee on the Platform are subject to change and the appearance of advertisements on the Platform does not necessarily imply endorsement by Layzee of any advertised products or services. You agree that Layzee shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Platform.

N. THIRD-PARTY LINKS, CONTACT FORMS AND PHONE NUMBERS

The Platform may provide, or third parties may provide, links, contact forms and/or phone numbers to other Platforms or resources, including, without limitation, social networking, blogging and similar Platforms through which you are able to log into the Platform using your existing account and log-in credentials for such third-party Platforms. Certain areas of the Platform may allow you to interact and/or conduct transactions with such third party sites, and, if applicable, allow you to configure your privacy settings in your third-party site account to permit your activities on the Platform to be shared with your contacts in your third-party site account. Because Layzee has no control over such sites and resources, you acknowledge and agree that Layzee is not responsible and/or not liable for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products, goods or services on or available from such Platforms or resources. Unless expressly stated on the Platform, links to third-party sites should in no way be considered as or interpreted to be Layzee’s endorsement of such third-party sites or any product or service offered through them.

You further acknowledge and agree that Layzee shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, product, goods or services available on or through any such Platform or resource. The Third-party Platform may have different privacy policies and terms and conditions and business practices than Layzee. In certain situations, you may be transferred to a Third-party Platform through a link or connected to a Third-party resource by a contact form or phone but it may appear that you are still on this Platform or transacting with Layzee. In these situations, you acknowledge and agree that the Third-party Platform terms and conditions and privacy policy apply in this situation. Your dealings and communications through the Platform with any party other than Layzee are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.

O. DISCLAIMER OF WARRANTIES

You agree that your use of the Platform shall be at your own risk.

To the fullest extent permitted by law, Layzee and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, Service Professionals, suppliers, and agents disclaim all warranties, express, implied, statutory or otherwise, and make no warranties, representations, or guarantees in connection

with this Platform, the Services offered on or through this Platform, any Data, materials, Submitted Content, relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on this Platform, including without limitation the materials, Data and Submitted content of other users of this site or other third parties.

Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, this Platform, the Services offered on or through this Platform, Data, materials, Submitted Content, and any information or material contained or presented on this Platform is provided to you on an “as is,” “as available” and “where is” basis with no warranty or implied warranty of merchantability, fitness for a particular purpose, or non- infringement of third-party rights.

Layzee does not provide any warranties against errors, mistakes, or inaccuracies of data, content, information, materials, substance of the Platform or Submitted Content, any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform by any third party, any interruption or cessation of transmission to or from the platform, any defamatory, offensive, or illegal conduct of any third party or Service Requester or Service Professional, or any loss or damage of any kind incurred as a result of the use of any data, content, information, materials, substance of the Platform or Submitted Content posted, emailed, transmitted, or otherwise made available via the Platform.

Layzee does not endorse, warrant, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Platform or any hyperlinked site or featured in any banner or other advertisement

Layzee will not be a party to or in any way be responsible for monitoring any transaction between you and any party, including third party Service Professionals of products or services. As with the use of any product or service, and the publishing or posting of any material through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

P. LIMITATIONS OF LIABILITY

In no event shall Layzee, or its respective officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, Service Professionals, suppliers, attorneys or agents, be liable to you for any direct, indirect, incidental, special, punitive, consequential or exemplary damages (including but not limited to loss of business, revenue, profits, use, data or other economic advantage) whatsoever resulting from any:

i) access to or use of the Platform or any services offered by any Service Professionals via the Platform, including services provided pursuant to an agreement formed independently of the Platform, whether or not an agreement for service formed via the Platform is in effect;

ii) errors, mistakes, or inaccuracies of data, marks, content, information, materials or substance of the Platform or Submitted Content;

iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein;

iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Platform by any third party;

v) any interruption or cessation of transmission to or from the Platform;

vi) any errors or omissions in any data, content, information, materials or substance of the Platform or Submitted Content;

vii) any failed negotiations for a service, any disputes that arise during or after the negotiation of a service or the formation of a contract for a service, or any other dispute that arises between users of the Platform;

viii) any defamatory, offensive, or illegal conduct of any third party or Service Requester or Service Professional; or

ix) any use of any Data, Marks, content, information, materials or substance of the Platform or Submitted Content posted, emailed, transmitted, or otherwise made available on or through the Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not Layzee is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

In no event shall the total, aggregate liability of Layzee, or any of the above-referenced respective parties, arising from or relating to the Platform, and/or Submitted Content exceed the total amount of fees actually paid to Layzee by you hereunder. You hereby acknowledge and agree that Layzee shall not be liable for Submitted Content or the defamatory, offensive, or illegal conduct of any third party or Service Requester or Service Professional and that the risk of harm or damage from the foregoing rests entirely with you. You further acknowledge and agree that Layzee shall not be liable for any direct, indirect, incidental, special, punitive, consequential or exemplary damages (including but not limited to loss of business, revenue, profits, use, data or other economic advantage) whatsoever resulting from or relating to any contract between Platform users entered into independently of the Platform. The Platform may contain links to Third-party Platforms that are not owned or controlled by Layzee. Layzee does not have any control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third-party Platforms. In addition, Layzee will not and cannot censor or edit the content of any third-party site. By using the Platform, you expressly relieve Layzee from any and all liability arising from your use of any Third- party Platform. Accordingly, please be advised to read the terms and conditions and privacy policy of each third-party platform that you visit, including those directed by the links contained on the Platform.

Q. FORCE MAJEURE

Neither Layzee nor you shall be liable to the other for any delay or failure in performance under the Terms of Use, other than payment obligations, arising out of a cause beyond its control and without its fault or negligence. Such causes may include,

but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

R. INDEMNIFICATION AND RELEASE

You agree to defend, indemnify and hold harmless Layzee, and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, Service Professionals, suppliers, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from your use of, access to, and participation in the Platform; your violation of any provision of the Terms of Use, including the Privacy Policy; your violation of any third-party right, including without limitation any copyright, property, proprietary, intellectual property, or privacy right; or any claim that your Submitted Content caused damage to a third party. This defense and indemnification obligation will survive these terms of service and your use of the Platform. If you have a dispute with one or more Platform users, you forever release Layzee (and its officers, managers, members, directors, employees, successors, assigns, subsidiaries, affiliates, service professionals, suppliers, agents, subsidiaries, and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your use of the Platform and/or any Submitted Content. The Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Layzee without restriction.

S. NO THIRD-PARTY BENEFICIARIES

You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

T. NOTICE

You agree that Layzee may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, notification within the Platform, or postings on the Platform.

U. GENERAL INFORMATION

1. Entire Terms of Use

The Terms of Use, together with the Privacy Policy and any other legal notices or Additional Policies published by Layzee on the Platform, shall constitute the entire agreement between you and Layzee concerning the Platform. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect. No waiver of any provision of this these Terms of Use shall be deemed a further or continuing waiver of such term or

any other term, and Layzee’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

2. Statute of Limitations

You agree that any cause of action arising out of or related to the Platform must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

3. Section Headings

The section headings in the Terms of Use are for convenience only and have no legal or contractual effect.