Last Updated: May 15, 2022.

PLEASE READ THE TERMS AND CONDITIONS OF THESE TERMS OF USE, TOGETHER WITH THE BLOCK.A PLATFORM PRIVACY POLICY (DEFINED BELOW) (COLLECTIVELY, "AGREEMENT") CAREFULLY BEFORE USING THE PLATFORM (DEFINED BELOW) AND RECEIVING ANY SERVICES PROVIDED HEREUNDER. THIS AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS WHICH GOVERN YOUR ("YOU") ACCESS TO AND USE OF APERTA.INC.’S ("BLOCK.A", "WE", "US", OR "OUR") PLATFORM AND CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND BLOCK.A. BY CLICKING "I ACCEPT" BELOW OR BY ACCESSING OR USING THE PLATFORM IN ANY WAY OR MANNER, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IN ANY EVENT, REFERENCES HEREIN TO "YOU" MEANS YOU OR SUCH ENTITY (AS THE CASE MAY BE). IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHOULD NOT ACCESS OR USE THE PLATFORM IN ANY MANNER.

We may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, we shall notify you via email or by means of a prominent notice on the Platform. You should check periodically and review changes to the Agreement at the following URL: www.blocka.com/terms-of-use. By continuing to use the Platform and receiving any services provided hereunder following such modifications, you agree to be bound by such modifications.

01.

Definitions

For purposes of this Agreement the following capitalized terms shall have the following meaning:

1.1. "Intellectual Property Rights" means all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations; (c) trademarks, trade names, service marks, logos, domain names, goodwill and trade dress; (d) rights relating to the protection of trade secrets and confidential information; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

1.2. "Platform" means the block.a proprietary end to end leasing solution including without limitation dashboards and application, for Real Estate Professionals and Asset Owners.

1.3. “Tenants” means individuals who visit or are interested in visiting properties owned or listed by you that are supported through the Platform.

02.

License

2.1. Subject to the terms and conditions of this Agreement (including without limitation compliance with all payment obligations) and during the Term, block.a shall grant you a limited, non-exclusive, non-transferable and non-sublicensable and fully revocable right to use the Platform for its intended purpose in accordance with your subscription plan.

2.2. Third Party Components. The Platform includes third party software, files and components that are subject to the open source and third party license terms ("Third Party Components"). Your right to use such Third Party Components as part of, or in connection with the Platform is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an "AS IS" basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. You hereby agree to such terms associated with the Third Party Components. Under no circumstances shall the Platform or any portion thereof (except for the Third Party Components contained therein) be deemed "open source" or "publicly available" software.

03.

Limitations on Use; Covenants

You shall not (and shall not allow any third party) to: (i) sell, license (or sub-license), lease, assign, transfer, pledge, or share your account credentials and/or any of your rights under this Agreement with/to any third party; (ii) transfer, distribute, commercialize, scrape, copy all or any part of the Platform and/or the block.a IPR (as defined below) and/or make the Platform accessible via a public network or use the Platform for time sharing or service bureau purposes; (iii) refer to the Platform by use of framing; (iv) make use of the Platform in any jurisdiction where same are illegal or which would subject block.a or its affiliates to any registration requirement within such jurisdiction or country; (v) use, or encourage, promote, facilitate or instruct others to use the Platform for any illegal use; (vi) access the Platform through or use with the Platform any unauthorized means, services or tools including without limitation any data mining, robots, or any other automated means or data gathering and extraction tools, including without limitation in order to extract for re-utilization of any parts of this Platform; (vii) perform any act that destabilizes, interrupts or encumbers the Platform or their servers or use automatic means, robots or crawlers, that enable sending more request messages to the servers of the Platform, in a given period of time, than a human can reasonably send in that time period by using the Platform; (viii) copy, modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the source code of the Smart Locks and Intercoms (defined below), Platform and/or any other software available on the Platform or create derivative works thereof; (ix) access or use the Platform for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service. You are solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for accessing and using the Platform; (x) register any trademarks, trade names, domain names or symbols similar to block.a’s trademarks and/or logos.

04.

Access Control Solutions

If chosen under your subscription plan, block.a will provide you with smart locks and/or intercoms (“Smart Locks and Intercoms”). Smart Locks and Intercoms are leased and not sold and therefore title thereto shall remain at all times with block.a and/or its licensors. The terms of this Agreement, including without limitation the restrictions set forth in Section 3 above, shall apply to the Smart Locks and Intercoms in the same manner in which they apply to the Platform, mutatis mutandis. Risk of loss in respect of the Smart Locks and Intercoms shall transfer to you upon delivery. Upon expiration or termination of this Agreement, you shall return the Smart Locks and Intercoms to block.a, at your expense, in the same good condition as they were provided to you.

05.

Warranties and Representations

Each party warrants and represents to the other party that it has the full corporate power and authority required to enter into this Agreement and to carry out its undertakings and obligations hereunder. You warrant and represent that: (i) you have, and will continue to have throughout the term, all licenses, permits and consents that are required for the conduct of your business and for using the Platform and Smart Locks and Intercoms in respect of the applicable property, under all applicable laws, rules, regulations and agreements; and (ii) you comply, and will comply with all applicable laws, rules and regulations. You hereby acknowledge that any and all agreements or transactions between you and Tenants shall be solely between you and such Tenants and you hereby release block.a from any liability in respect thereof.

06.

Ownership

Block.a or its licensors (as applicable) own all right, title, and interest in and to the Platform, Smart Locks and Intercoms (including without limitation the Smart Locks and Intercoms design) and all modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto ("block.a IPR"). You acknowledge that, except for the limited license to the Platform set forth in Section 2 above, you did not and shall not acquire any rights in any part of the block.a IPR.

07.

Fees

7.1. You shall pay block.a all subscription/transaction fees in accordance with your subscription plan ("Fees"). The Fees are non-refundable. All payments not made when due shall bear interest at the rate of 1.5% per month, or at the highest interest rate allowed by law, whichever is less, from the due date until paid. In addition and without derogating from any other right block.a has under law or contract, in the event you fail to make any payment when due, it shall constitute sufficient cause for block.a to immediately suspend its performance and grant of rights under this Agreement.

7.2. Except as expressly provided in this Agreement, each party shall bear its own costs and expenses incurred in the course of its performance of this Agreement. All amounts due to block.a under this Agreement shall be paid in accordance with the payment instructions sent by block.a by email, free and clear from any withholdings and/or deductions of any amounts, including without limitations of any bank fees, taxes (including VAT), duties or levies whatsoever. All payments are exclusive of all charges, taxes and levies of any nature, all of which shall be borne solely by you.

08.

Disclaimer

8.1. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, THE PLATFORM AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. BLOCK.A DOES NOT PROVIDE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, TIMELINESS AND/OR ACCURACY.

8.2. BLOCK.A DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DEFECTS OR ERRORS IN THE PLATFORM WILL BE CORRECTED AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM. BLOCK.A CANNOT GUARANTEE THE IDENTITY OF THE TENANTS.

09.

Confidential Information; Privacy

9.1. All data and information related to each party, its affiliates and its shareholders, employees, directors and agents and/or to its business, products and services are confidential information of the disclosing party ("Confidential Information"). "Confidential Information" does not include information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. The receiving party agrees to protect the Confidential Information in accordance with good industry practices and keep confidential and not disclose, disseminate, allow access to or use any Confidential Information except as required for exercising its rights or fulfilling its obligations herein. Either party shall restrict disclosure of Confidential Information to those of its employees and consultants with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Without derogating from the foregoing, either party may disclose this Agreement in connection with a merger, sell or issuance of shares and sale of all or substantially all of such party's assets.

9.2. You hereby acknowledge and agree to the terms of the block.a Platform Privacy Policy available at: www.blocka.com/privacy-policy.

10.

Indemnification

You shall indemnify and hold block.a and its affiliates and their respective stockholders, directors and officers, harmless against any and all claims, damages, losses, expenses and costs, arising out of or in connection with: (i) your use of the Platform; and/or (ii) any claims by a Tenant or a third party.

11.

Limitation of Liability

UNDER NO CIRCUMSTANCES WILL BLOCK.A OR ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, AGENTS, EMPLOYEES, LICENSORS OR SUPPLIERS (COLLECTIVELY "AFFILIATE") BE LIABLE UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT AND/OR THE PLATFORM EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOSS OF BUSINESS OPPORTUNITY. BLOCK.A WILL NOT IN ANY MANNER BE LIABLE FOR ANY DAMAGES CAUSED BY TENANTS, INCLUDING WITHOUT LIMITATION DAMAGES TO PROPERTY IN ANY EVENT, BLOCK.A’S AND ITS AFFILIATES' AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM OR OTHERWISE SHALL NOT EXCEED THE PAYMENTS ACTUALLY MADE TO BLOCK.A BY YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM.

12.

Term and Termination

12.1. Unless earlier terminated pursuant to Section 12.2 below, the term of the Agreement shall be for six (6) months starting on the Effective Date ("Initial Term"). The Term shall renew automatically, without notice, for successive six month periods (each a “Renewal Term”) unless either party sends the other party a notice of non-renewal at least thirty (30) days prior to expiration (the Initial Term and Renewal Term shall be collectively known as “Term”).

12.2. Block.a may terminate this Agreement at any time for convenience upon prior written notice to you.

12.3. Either party may terminate this Agreement by notice to the other: (i) upon the breach by the other party of any of its obligations hereunder and such other party’s failure to cure such breach within thirty (30) days of such written notice; (ii) by delivering written notice to the other party upon the occurrence of any of the following events: (a) a receiver is appointed for either party or its property; (b) either party makes a general assignment for the benefit of its creditors; (c) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (d) either party is liquidated or dissolved.

12.4. Upon expiration or termination of this Agreement for any reason: (i) all of your rights and licenses hereunder shall immediately terminate and you shall immediately cease using the Platform (and delete it from all media); (ii) you shall pay block.a all fees due; and (iii) you shall promptly erase/delete or return to block.a, at block.a's election, all of block.a's Confidential Information and block.a IPR held or controlled by you in any form or media. The following Sections shall survive termination/expiration hereof: 1, 2.2, 3, 5-11, 12.4 and 13 and any payment obligations accrued prior to expiration or termination hereof.

13.

General

13.1. Waiver; Remedies. Failure of a party to insist upon the performance by the other party of any term hereof shall not be deemed a waiver of the rights of the first-mentioned party with respect thereto. All waivers must be in writing.

13.2. Notices. All notices and other communications required or desired to be communicated by one party to the other shall be in writing and shall be deemed delivered immediately when sent by email to the e-mail address below.

13.3. Assignment. You shall not assign or transfer any of your rights or obligations hereunder, whether by contract or by operation of law, except with block.a’s prior written consent. Block.a may assign and transfer any rights and obligations under this Agreement at its sole discretion.

13.4. Relationship of the Parties. The relationship established between the parties by this Agreement is solely that of independent contractors.

13.5. Entire Agreement; Modification. This Agreement sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior discussions, agreements, representations and understandings between them.

13.6. Governing Law and Jurisdiction. This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of New York, USA. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the courts of State of New York, USA and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. The United Nations Convention for the International Sale of Goods is expressly excluded from this Agreement.

13.7. Remedies. Notwithstanding Section 13.6 above, you acknowledge that in the event of breach or threatened breach of any provision of this Agreement by you, block.a could suffer significant and irreparable harm that could not be satisfactorily compensated in monetary terms, and that the remedies at law available to block.a may otherwise be inadequate and block.a shall be entitled, in addition to any other remedies to which it may be entitled to under law or in equity, to the immediate ex parte issuance, without bond, of an equitable relief, including without limitation an injunctive relief, in any jurisdiction worldwide. You hereby acknowledge and agree that Block.a shall not be required to post bond as a condition to obtaining or exercising any such remedies, and you hereby waive any such requirement or condition.

13.8. Severability. Any provision of this Agreement prohibited by, or unenforceable under, applicable law shall be ineffective to the extent of such prohibition and shall be replaced by an enforceable provision to the same or the nearest possible equivalent effect. Notwithstanding the foregoing, the other provisions hereof shall continue in effect unless the ineffectiveness of any provision shall substantially affect the consideration received by either party hereunder.

13.9. Force Majeure. Block.a shall not be liable for delays or failures in performance resulting from causes beyond its reasonable control, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.

13.10. Aggregate Data. Notwithstanding anything to the contrary, block.a may use, retain and transfer aggregate usage and transaction data in respect of the use of the Platform for any purpose and without any restrictions or payment obligations.

13.11. No Third Party Beneficiaries. No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than you and block.a any rights, remedies or other benefits under or by reason of this Agreement.

If you have any further questions or require further clarification, please contact us by sending an e-mail to: privacy@blocka.com.

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