Uphoming - Terms of Use

Welcome to Uphoming, a platform owned and operated by Grupo Soluciones Integrales Garcia y Asociados (SIGA) SRL. These Terms of Use ("Terms") govern your access to and use of the Uphoming website, services, and content (collectively, the "Platform"). Please read these Terms carefully before using our Platform.

BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. Description of Service

Uphoming is an informational platform designed to connect users seeking to purchase or invest in real estate in the Dominican Republic ("Users") with third-party real estate professionals, including agents, developers, and lawyers ("Professionals").

Our service consists of:

• a) Providing educational content and resources for informational purposes only.
• b) Maintaining a directory of Professionals ("Directory") based on our subjective criteria at a specific point in time.
• c) Facilitating an initial introduction between Users and Professionals.
• d) Aggregating and publishing publicly available information about industry participants.

IMPORTANT: Uphoming operates as a neutral information platform and introduction service only. We do not endorse, recommend, or guarantee any Professional or their services. We are not engaged in the practice of law, accounting, tax advisory, investment advisory, or real estate brokerage.

2. Our Role and Comprehensive Limitation of Liability

2.1. Platform Status and Non-Endorsement

Uphoming is strictly a neutral informational platform and introduction service. We are not a real estate broker, agent, developer, financial institution, law firm, or investment advisor. We do not represent, endorse, recommend, or vouch for any User or Professional in any capacity whatsoever. Any agreement, transaction, or relationship formed between a User and a Professional is solely between them. Uphoming is not and will not be a party to any such agreement.

2.2. No Warranties, Representations, or Guarantees

WE MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, express or implied, regarding:

• Any Professional, their credentials, licenses, integrity, or quality of service
• Any property, investment opportunity, or transaction
• The accuracy, completeness, or timeliness of any information on the Platform
• The continued eligibility or standing of any Professional
• The results of any transaction or relationship

ALL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

2.3. Directory Inclusion Disclaimer

CRITICAL: Inclusion in our Directory is based solely on our subjective assessment of publicly available information at a specific point in time and does not constitute:

• An endorsement, recommendation, or guarantee
• Verification of current licenses, credentials, or standing
• Ongoing monitoring or quality assurance
• Any representation regarding future performance or conduct

Directory inclusion creates no reliance rights and may be revoked at any time without notice.

2.4. Maximum Liability Limitation

TO THE FULLEST EXTENT PERMITTED BY LAW, UPHOMING'S TOTAL LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED USD $100 (ONE HUNDRED DOLLARS), REGARDLESS OF THE THEORY OF LIABILITY.

2.5. Complete Disclaimer of Consequential Damages

You expressly understand and agree that Uphoming shall not be liable for ANY damages whatsoever, including but not limited to:

• Any fraudulent, negligent, or wrongful act by any Professional
• Any dispute, conflict, or disagreement with any Professional
• Performance or non-performance of any agreement with a Professional
• Any misrepresentation, scam, or fraudulent activity by any third party
• Loss of profits, investments, opportunities, or business
• Emotional distress or reputational harm
• Any direct, indirect, incidental, special, consequential, or exemplary damages

This disclaimer applies even if Uphoming has been advised of the possibility of such damages.

2.6. Construction and Property Development Disclaimer

UPHOMING EXPRESSLY DISCLAIMS ALL LIABILITY RELATED TO CONSTRUCTION PROJECTS AND PROPERTY DEVELOPMENT, INCLUDING BUT NOT LIMITED TO:

• Any delays, cancellations, or modifications to construction timelines
• Cost overruns, budget changes, or additional expenses
• Quality of construction, materials, or workmanship
• Compliance with building codes, permits, or regulations
• Changes to project specifications, designs, or amenities
• Delivery delays or non-delivery of completed properties
• Developer insolvency, bankruptcy, or financial difficulties

2.7. Educational Content and Information Disclaimers

ALL EDUCATIONAL CONTENT, GUIDES, ARTICLES, AND INFORMATION ON THE PLATFORM:

• Are provided for general informational purposes only and do not constitute professional advice
• Do not constitute legal, tax, financial, investment, or real estate advice
• May be outdated, incomplete, or inaccurate and should not be relied upon for decision-making
• Are not tailored to your specific circumstances or jurisdiction
• Should be supplemented with advice from qualified professionals in your jurisdiction

We expressly disclaim any liability for decisions made based on our educational content. You acknowledge that real estate laws, tax regulations, and investment rules vary by jurisdiction and change frequently.

2.8. Directory Curation and Content Disclaimers

Regarding our Directory and information aggregation:

• Inclusion, removal, or modification of Professional listings is entirely discretionary
• Our curation process does not constitute ongoing monitoring or quality assurance
• Information about Professionals may be outdated, incomplete, or inaccurate
• Professional licenses, credentials, and standing may change without our knowledge
• We have no obligation to verify, update, or monitor Professional information
• Directory status changes do not imply quality judgments or recommendations

We expressly disclaim liability for any Professional's conduct, credentials, or legal standing regardless of their Directory status or any changes thereto.

2.9. Data Security and Privacy Limitations

REGARDING DATA SECURITY AND PRIVACY:

• We implement commercially reasonable security measures but cannot guarantee absolute security
• No data transmission over the internet is completely secure
• You use the Platform at your own risk regarding data security
• We are not liable for unauthorized access, data breaches, or security incidents
• You are responsible for maintaining the confidentiality of your account information
• We may use third-party service providers who have their own security practices

IN THE EVENT OF A DATA BREACH, OUR LIABILITY IS LIMITED TO PROVIDING LEGALLY REQUIRED NOTIFICATIONS. WE DISCLAIM ALL OTHER LIABILITY RELATED TO DATA SECURITY INCIDENTS.

2.10. Intellectual Property and User Content Disclaimers

REGARDING INTELLECTUAL PROPERTY:

• Users and Professionals are solely responsible for ensuring their content does not infringe third-party rights
• We do not review, endorse, or verify user-submitted content for IP compliance
• We are not liable for any copyright, trademark, or other IP infringement by Platform users
• We may remove content upon receiving valid takedown notices but have no obligation to monitor for infringement
• All user-submitted content is provided "as-is" without any IP warranties

3. User's Responsibility and Mandatory Due Diligence

3.1. Independent Professional Advice Required

YOU ACKNOWLEDGE AND AGREE THAT:

• Our Platform provides introductions only, not professional advice
• You MUST obtain independent legal, financial, and technical advice before any transaction
• You MUST verify all Professional credentials, licenses, and standing independently
• You are solely responsible for all decisions and their consequences

3.2. No Reliance on Platform Information

YOU EXPRESSLY AGREE THAT:

• You will not rely on any Platform information for investment or legal decisions
• All Platform content is for general informational purposes only
• You assume all risks associated with any Professional interaction or transaction
• Your use of the Platform is entirely at your own risk

3.3. Construction and Development Due Diligence

For any construction or development projects, you acknowledge and agree that YOU are solely responsible for:

• Independently verifying all construction timelines, costs, and specifications
• Reviewing all development permits, approvals, and regulatory compliance
• Assessing developer financial stability and track record
• Understanding all risks associated with pre-construction purchases
• Obtaining independent legal review of all purchase agreements
• Securing appropriate title insurance and construction completion bonds

3.4. Anti-Money Laundering and Legal Compliance Representations

By using the Platform, you represent and warrant that:

• All funds used in any resulting transactions are from legitimate, legal sources
• You are not subject to any sanctions, embargoes, or legal restrictions
• You will comply with all applicable anti-money laundering and financial reporting laws
• You have proper authorization for any international transfers or investments
• You will not use the Platform for any illegal purposes or prohibited activities

3.5. Intellectual Property Compliance

You agree that any content you submit or transmit through the Platform:

• Does not infringe any third-party intellectual property rights
• Is either owned by you or properly licensed for your use
• Will not violate any copyright, trademark, or other proprietary rights
• You will indemnify Uphoming for any IP infringement claims arising from your content

3.6. Data Security Responsibilities

You acknowledge and agree that:

• You are responsible for maintaining strong passwords and account security
• You will not share your account credentials with others
• You will promptly notify us of any suspected unauthorized account access
• You assume all risks associated with data transmission and storage
• You will keep your contact information current for security-related communications

3.7. Professional Verification and Licensing

You acknowledge that:

• Professional licenses and credentials may expire, be suspended, or be revoked
• You must independently verify current licensing status before engaging any Professional
• Licensing requirements vary by jurisdiction and specialty
• We provide no warranties regarding Professional qualifications or legal standing
• Regulatory compliance is solely the responsibility of each Professional

3.8. Tax and Legal Compliance Obligations

You acknowledge that:

• Tax laws and legal requirements vary significantly between jurisdictions
• You are solely responsible for understanding all applicable tax obligations
• Cross-border transactions may trigger additional reporting requirements
• You must seek independent professional advice for tax and legal matters
• Failure to comply with applicable laws is entirely your responsibility

3.9. Ongoing Monitoring Disclaimer

Uphoming has no obligation to monitor, verify, or update Professional information after initial inclusion. Professionals may lose licenses, face legal issues, or change practices without our knowledge. You are solely responsible for verifying current status.

4. Directory and Information Disclaimers

4.1. Directory Status Changes

Uphoming reserves the absolute right to add, remove, or modify Professional listings at any time, with or without cause, and without notice to Users or Professionals. Removal from the Directory does not imply wrongdoing, and inclusion creates no rights or expectations.

4.2. "Fraud Watch" and Public Information

Our "Investor Alert Center" or "Fraud Watch" section contains information from public sources and official records. This information is provided for informational purposes only and:

• May be incomplete, outdated, or inaccurate
• Does not constitute legal advice or findings
• Should not be relied upon for decision-making
• May contain allegations that have not been proven

We assume no liability for the accuracy or completeness of this information.

4.3. Third-Party Content Disclaimer

The Platform may contain content, links, or references to third-party websites or services. We do not control, endorse, or assume responsibility for any third-party content.

5. Comprehensive Indemnification

You agree to indemnify, defend, and hold harmless Uphoming, its affiliates, officers, directors, employees, agents, and licensors from and against ANY AND ALL claims, liabilities, damages, losses, or expenses, including reasonable attorneys' fees, arising from or relating to:

• Your use of or access to the Platform
• Any interaction, agreement, or transaction with any Professional
• Your violation of these Terms or applicable law
• Your reliance on any Platform information or educational content
• Any content you submit or transmit through the Platform
• Any third-party claims related to your use of the Platform
• Any investment, transaction, or business decision you make
• Any intellectual property infringement related to your content or activities
• Any data security incidents involving your account or information
• Any tax, legal, or regulatory compliance failures
• Any money laundering, sanctions, or other legal violations
• Any defamation or business interference claims related to your activities

This indemnification survives termination of your use of the Platform.

6. Binding Arbitration and Class Action Waiver

6.1. Mandatory Arbitration

ANY DISPUTE ARISING FROM OR RELATING TO THESE TERMS OR THE PLATFORM SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION administered by the Santiago Chamber of Commerce Arbitration Center in Santiago, Dominican Republic, under their Commercial Arbitration Rules.

ALTERNATIVE ARBITRATION FOR INTERNATIONAL USERS: If the Dominican Republic arbitration requirement is deemed unenforceable in your jurisdiction, you agree to binding arbitration under the International Chamber of Commerce (ICC) Arbitration Rules, with proceedings conducted in English in a location determined by the arbitrator.

SMALL CLAIMS EXCEPTION: Either party may pursue claims in small claims court if the claim falls within the court's jurisdiction and remains in small claims court.

6.2. Class Action Waiver

YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, COLLECTIVE ACTIONS, OR REPRESENTATIVE PROCEEDINGS. ALL DISPUTES MUST BE RESOLVED ON AN INDIVIDUAL BASIS.

6.3. Injunctive Relief Exception

Either party may seek injunctive relief in Dominican courts for intellectual property violations or confidentiality breaches.

7. Governing Law and Jurisdiction

These Terms shall be governed exclusively by Dominican Republic law without regard to conflict of law principles. The Dominican courts shall have exclusive jurisdiction over any matters not subject to arbitration.

By using the Platform, you irrevocably consent to Dominican jurisdiction and waive any jurisdictional or venue objections.

8. User Eligibility and Capacity

MINIMUM AGE REQUIREMENT: This Platform is intended for and restricted to users who are 18 years of age or older. By using the Platform, you affirm that you are at least 18 years old.

By using the Platform, you represent and warrant that:

• You are at least 18 years old and have reached the age of majority in your jurisdiction
• You have legal capacity to enter into binding agreements
• Your use complies with all applicable laws
• You are not prohibited from receiving services under Dominican or applicable law
• You are not subject to any economic sanctions or trade restrictions
• You have authority to agree to these Terms on behalf of any entity you represent

MINORS PROHIBITED: If you are under 18 years old, you are expressly prohibited from using this Platform. We do not knowingly collect information from or provide services to minors. If we become aware that a user is under 18, we will immediately terminate their account and delete any associated information.

PARENTAL RESPONSIBILITY: Parents and legal guardians are responsible for monitoring their minor children's internet usage and ensuring they do not access this Platform. We are not liable for any unauthorized use by minors.

9. Platform Modifications and Termination

9.1. Service Modifications

Uphoming reserves the right to modify, suspend, or discontinue the Platform at any time without notice or liability.

9.2. Account Termination

We may terminate your access immediately for any violation of these Terms or for any reason at our sole discretion.

9.3. Paid Services and Billing (If Applicable)

If we implement paid services:

• All fees are non-refundable unless explicitly stated otherwise
• Billing disputes must be reported within 60 days of the charge
• We may suspend services for non-payment
• You authorize us to charge your payment method for applicable fees
• Currency conversion fees may apply for international transactions
• We are not responsible for payment processor fees or restrictions

10. Modification of Terms

Uphoming reserves the right to modify these Terms at any time. Material changes will be posted 30 days before taking effect. Continued use after changes constitutes acceptance.

11. Miscellaneous Provisions

11.1. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from these Terms and the enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

11.2. Entire Agreement and Integration

These Terms, together with our Privacy Policy and any other legal notices published by us on the Platform, constitute the entire agreement between you and Uphoming regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding such subject matter. No amendment, modification, or waiver of any provision of these Terms will be effective unless in writing and signed by both parties.

11.3. No Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure by Uphoming to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Uphoming.

11.4. Assignment and Transfer

You may not assign, transfer, delegate, or sublicense your rights or obligations under these Terms without Uphoming's prior written consent. Any attempted assignment in violation of this section shall be void. Uphoming may freely assign, transfer, or delegate its rights and obligations under these Terms without restriction or notice, including in connection with a merger, acquisition, reorganization, or sale of assets.

11.5. Survival

The following sections survive any termination or expiration of these Terms: Sections 2 (Limitation of Liability), 3 (User Responsibilities), 5 (Indemnification), 6 (Arbitration), 7 (Governing Law), 8 (User Eligibility representations), and this Section 11. Additionally, any payment obligations, confidentiality provisions, and accrued rights to indemnification shall survive termination.

11.6. Force Majeure

Uphoming shall not be liable for any failure or delay in performance under these Terms which is due to fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, quarantine, government regulations, or other causes beyond our reasonable control.

11.7. Notices

All notices required under these Terms shall be in writing and delivered to: (a) Uphoming at legal@uphoming.com, or (b) to you at the email address associated with your account. Notices shall be deemed given when delivered if sent by email during business hours, or on the next business day if sent outside business hours.

11.8. Relationship of Parties

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship between you and Uphoming. Neither party has authority to bind the other or incur obligations on the other's behalf.

11.9. Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

11.10. Headings and Interpretation

The headings in these Terms are for convenience only and shall not affect their interpretation. The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." References to sections are to sections of these Terms unless otherwise specified.

11.11. Language and Translation

These Terms are drafted in English. Any translation provided is for convenience only, and in the event of any conflict between the English version and any translation, the English version shall control and prevail.

11.12. Electronic Signatures and Records

You consent to the use of electronic signatures and records, and agree that contracts and notices may be provided to you electronically, in accordance with applicable law. You may withdraw this consent by contacting us, but withdrawal may result in termination of your access to the Platform.

12. Contact Information

If you have any questions about these Terms, please contact us at info@uphoming.com.

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.