Terms & Conditions
terms of service
Agent terms & Conditions
Agent Terms & Conditions
This Agreement governs the provision of Services by Ambicorp Real Estate with Corporate Affairs Registration Number – (RC No.963790) to you. The terms “you” and “your” refer to the person that obtains, uses or otherwise accesses the Services on Ambicorp Real Estate website: www.ambicorprealestate.com.
- ABOUT THIS AGREEMENT
1.1. This Agreement comprises the following parts:
(a) the electronic application form for the Services available on the online agent portal (Application Form);
(b) these terms and conditions (as amended by Ambicorp Real Estate from time to time);
(c) the general Terms and Conditions of Use for the Website located at https://ambicorprealestate.com/terms-and-conditions/ (as amended by Ambicorp Real Estate from time to time); and
(d) any other document provided to you by Ambicorp Real Estate expressed to form part of this Agreement.
1.2. If there is an inconsistency in a provision in the parts of this Agreement, then the provision in the part that is listed higher in clause 1.1 prevails to the extent of the inconsistency, unless otherwise indicated in this Agreement.
2.1. The Services provide you with the functionality and platform to enable you to list your properties for sale or lease on the website located at https://ambicorprealestate.com. Please note that the features and functionality that may be available as part of the Services or that are available on the Website may be different depending on the device or application used to access the Services or the Website (eg desktop vs mobile).
2.2. You may apply for a Service through the Application Form. Ambicorp Real Estate may, at its sole discretion, accept or reject any Application Form submitted for a Service. A separate Agreement is created between Ambicorp Real Estate and you for each Application Form that is accepted by Ambicorp Real Estate.
2.3. You acknowledge that your real estate listings software provider may take all action necessary for your listings to be transferred to Ambicorp Real Estate and uploaded to the Website.
2.4. If Ambicorp Real Estate decides, or is required, to modify or exit a Service (or part thereof), then Ambicorp Real Estate may, on reasonable notice to you: (a) transfer you to the modified service or an alternative service; or (b) cancel the Service. If the service to which Ambicorp Real Estate proposes to transfer you to is materially detrimental to you, then you may cancel the service, but you will not be entitled to any refunds or reimbursements of any Fees and charges paid for or in connection with that service.
2.5. A Service does not include: (a) back up services; (b) customisation; (c) training; (d) attendance at your premises; or (e) correction of errors or defects, including those caused by: (i) faulty equipment or hardware provided by you; or (ii) your negligent acts or omissions and any events beyond Ambicorp Real Estate’ reasonable control.
- AMBICORP REAL ESTATE’ COMMITMENT TO YOU
3.1. Ambicorp Real Estate will: (a) provide the Services with due care and skill, but does not guarantee that they will be continuous or fault free; and (b) use suitably qualified personnel to provide the Services.
3.2. Ambicorp Real Estate does not guarantee, represent or warrant that:
(a) you or users of the Website will have continuous access to the Website;
(b) the Services will be complete or free from all viruses, defects or errors. You acknowledge and agree that the existence of any defects or errors in a Service does not constitute a breach of any agreement between you and Ambicorp Real Estate; and
(c) any information supplied or accessed using a Service is correct and complete or sufficient for your intended use.
3.3. Ambicorp Real Estate will not be liable in the event that the Website is unavailable for any reason, including but not limited to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunication supplies.
- YOUR COMMITMENT TO AMBICORP REAL ESTATE
4.1. You are solely responsible for:
(a) obtaining any telecommunication services and infrastructures (including Internet access) required to access and use the Services; and
(b) ensuring that any communications through the Internet (including emails) is appropriately secured in transit and during delivery of such communications. Ambicorp Real Estate may use industry available encryption technology that is designed to encrypt communications to the Website, but you agree that Ambicorp Real Estate is not liable in any way for the security or otherwise of any such communication.
4.2. In using the Service, you must:
(a) ensure the Submitted Materials are provided in the form required by Ambicorp Real Estate from time to time and contain the correct property and do not contain any information which you would not otherwise be permitted to publish through Ambicorp Real Estate;
(b) only submit material to Ambicorp Real Estate by a method pre-approved by Ambicorp Real Estate (such as via an authorised XML provider);
(c) comply with all policies specified or otherwise notified by Ambicorp Real Estate to you from time to time, including all policies set out in the Website;
(d) provide Ambicorp Real Estate with such assistance as is reasonably necessary to provide you with the Service;
(e) notify Ambicorp Real Estate in writing if you change any information required by Ambicorp Real Estate to provide a Service;
(f) provide and update from time to time all hardware and software necessary to use a Service;
(g) train your personnel in relation to the use of a Service and ensure your personnel comply with this Agreement;
(h) pay any telecommunication charges incurred by you; and
(i) assess the accuracy, reliability and completeness of any information obtained through a Service.
4.3. You must not:
(a) use a Service for any purpose other than those purposes outlined in this Agreement;
(b) do anything which impairs the lawful use of a Service by any person;
(c) use or provide any materials or information provided by Ambicorp Real Estate to you in connection with a Service to any other person without Ambicorp Real Estate’ prior written consent (which may be given or withheld at its discretion);
(d) distribute, rent, lease, sell or re-sell, charge, sub-license, assign, transfer or otherwise deal with the Service;
(e) insert any tag, code, cookie or other data tracking or collection device in an advertisement for the purpose of re-targeting Ambicorp Real Estate users on a third party site, network or exchange;
(f) link, pool, correlate, resell, transfer, disclose or make available any advertising statistics the result of displaying the creative on Ambicorp Real Estate for the purposes of behavioral targeting or other type of re-targeting off the Ambicorp Real Estate network without Ambicorp Real Estate’ express written permission;
(g) introduce or use any device, software or routine that interferes or attempts to interfere with the operation of a Service including but not limited to any device intended to copy any information published by Ambicorp Real Estate including any listing;
(h) create or otherwise produce either directly or indirectly or wholly or partly any database which is substantially comprised of any information published by Ambicorp Real Estate; or
(i) intentionally withdraw and relist listings with a view of influencing the search results available on the Website.
4.4. You warrant to Ambicorp Real Estate that:
(a) you have obtained and will maintain all licences, permits, approvals and consents necessary to enable you to operate as a real estate agent, property developer or builder and that are otherwise required for your business and its operations;
(b) all Submitted Material, whether for the purposes of publication or not:
(i) is accurate and complies with all relevant laws;
(ii) does not infringe any person’s rights (including intellectual property rights), and that the use of all Submitted Material does not and will not infringe any person’s rights (including intellectual property rights);
(iii) is not illegal, fraudulent, obscene, offensive, defamatory, or in any way unsuitable for people under the age of eighteen (18) years;
(iv) is not misleading or deceptive or likely to mislead or deceive; or
(v) not comprised of anything which may adversely reflect in the Website or any website on which the information is published; and
(c) you will comply with all applicable laws in relation to your use of the Service, including all laws in relation to handling and use of personal information.
- SPECIFIC TERMS RELATING TO LISTINGS
5.1. In using the Service, you must:
(a) only list real property for sale or lease;
(b) only list properties which are presently available for sale or lease and which you have been authorised to market for sale or lease;
(c) not include any promotional web addresses or other promotional material that is not directly related to your listing and your services to lease and sale the property that is the subject of that listing;
(d) not include any information that relates to a business or service that directly or indirectly competes with Ambicorp Real Estate and its related bodies corporate;
(e) ensure that any Submitted Material in respect of a property, accurately represents the property in question and is free from borders, watermarks (unless otherwise allowed as an exception by Ambicorp Real Estate), agent location or contact details;
(f) accurately indicate the location of the property being listed;;
(g) immediately remove any properties which are no longer for sale or lease (for example properties which have been sold, leased or withdrawn from the market);
(h) only list each property for sale or lease once on the Service;
(i) provide to Ambicorp Real Estate in respect of each property at least the minimum required fields for publication, as set out in clause 6 of this Agreement and/or the Website;
(j) ensure that you only list sale and rental listings for which you have been appointed by a vendor or lessor to sell and rent the relevant property; and
(k) only list one listing per property lot address.
5.2. Ambicorp Real Estate will not to the full extent permitted by law, be liable for error, misplacement, amendment, omission or failure to publish any listing.
- MINIMUM INFORMATION
6.1. The following information is the minimum information which you must submit to Ambicorp Real Estate in respect of each listing for publication on the Website:
(a) street address;
(b) property type (e.g. house, apartment);
(e) number of bedrooms (except for vacant land);
(f) number of bathrooms (except for vacant land);
(g) number of car spaces (except for vacant land);
(h) images (minimum of 10);
(i) display price (may be numeric value or text, eg POA); and
(j) status (e.g. current, sold, leased, withdrawn).
6.2. Where you do not provide, or authorise Ambicorp Real Estate to publish, all of the above information set out above in a listing, Ambicorp Real Estate may not publish the listing on the Website.
6.3. Ambicorp Real Estate reserves the right to update the minimum required information that must be provided in respect of each listing for publication on the Website by either updating this Agreement or updating the field requirements on the Website.
- PROPERTY LISTING GUIDELINES
7.1. Ambicorp Real Estate may, from time to time, set guidelines for how property listings will be returned in searches on the Websites.
7.2. As at the date of this Agreement, information that Ambicorp Real Estate uses to determine the search results includes:
(a) the provided values, property type, property attributions and relevant third party data and sources; and
(b) for determining search results around price or price refinement, the search values that are provided within the XML feed or within the Ambicorp Real Estate agent dashboard separate to the advertised price.
7.3. Ambicorp Real Estate reserves the right to update these guidelines from time to time by either updating this Agreement or making available the updated guidelines on the Website.
- SPECIFIC TERMS RELATING TO LEADS
8.1. You acknowledge and agree that:
(a) Ambicorp Real Estate provides no warranties in relation to the number of leads (that is, enquiries for further information submitted by users of the Website) you may receive; and
(b) Ambicorp Real Estate has no control over authenticity, accuracy or otherwise of any such leads.
8.2. You must:
(a) provide a valid email address in respect of each listing to which leads should be sent by Ambicorp Real Estate (or any third party with whom you have an agreement);
(b) ensure that all leads are handled by a suitably trained person in a professional and expeditious manner; and
(c) not sell, assign or otherwise provide whether electronically or otherwise any lead (or information derived from a lead) to any person.
8.3. You acknowledge that:
(a) Ambicorp Real Estate will use its best endeavours to deliver all leads to the nominated email address, or where this is not available, an alternate email address;
(b) Ambicorp Real Estate will not be liable for any delay or failure to deliver leads to you which is caused by any technical or technological fault or failure or where any delay or failure to deliver a lead is due to any third party (such as a third party website which displays listings; and
(c) in order to accurately record the number of leads delivered for each listing, Ambicorp Real Estate retains sole control over the contact details provided by you, and you will not attempt to include any unauthorised contact details in any listing.
- SUBMITTED MATERIALS AND MONITORING OF CONTENT
9.1. By uploading Submitted Materials you automatically grant (or warrant that the owner of such material expressly grants) to Ambicorp Real Estate a world-wide, non-exclusive, perpetual, royalty-free, irrevocable, transferable and sub-licensable licence to use, reproduce, adapt, modify, communicate, display, perform, store and distribute those Submitted Materials for the purposes of:
(a) performing its obligations pursuant to this Agreement;
(b) publishing the Submitted Materials and any information included in a listing on the Website (including any websites owned or operated by Ambicorp Real Estate, or on any website owned or operated by a third party with whom Ambicorp Real Estate has an agreement to provide, share or distribute listings, information or materials) and any related services, including search engines, or any other online or print based media;
(c) creating statistics, databases and compilations for use by Ambicorp Real Estate and third parties, provided that Ambicorp Real Estate will not disclose your information in any matter that identifies your information as yours; and
(d) sub-licensing your subscription information to a third party with whom Ambicorp Real Estate has a license agreement limited to the use of your subscription information as part of a real estate related application service. Such license shall apply with respect to any form, media or technology now known or later developed.
9.2. Without limiting the foregoing, you agree that Submitted Materials may be used by Ambicorp Real Estate for purposes including marketing, research and development of goods and services.
9.3. You warrant that:
(a) Ambicorp Real Estate’ use of any Submitted Material contributed by you will not infringe the intellectual property rights (including the moral rights) of any third party or breach any obligations of confidence or any other law or regulation relating to the Submitted Materials; and
(b) in relation to moral rights, you have obtained all necessary consents which will allow Ambicorp Real Estate to perform all or any acts or omissions which, but for the consent, would be considered an infringement of the author’s moral rights under the local and international Copyright Act.
9.4. Ambicorp Real Estate reserves the right to amend, edit, block or immediately remove Submitted Material without notice to you that it considers is or may be, in its sole discretion where you have breached a warranty or term set out above.
9.5. Despite any other provision to the contrary, Ambicorp Real Estate reserves the right in its absolute discretion, and without any liability to you or any other person, to:
(a) publish and/or communicate to the public any materials (including Submitted Materials), including where you have breached this Agreement;
(b) determine the timing of publication of the Submitted Materials;
(c) take and exercise sole editorial control (including placement of watermarks) in relation to all Submitted Materials (including listings) to be published on the Website or otherwise in connection with the Services; and
(d) take down, remove or otherwise cease publishing and communicating to the public any materials (including Submitted Materials).
9.6. Notwithstanding clause 9.5, Ambicorp Real Estate is under no obligation to monitor Submitted Material to ensure it complies with any law, guideline or requirements or that it is generally suitable for publication.
9.7. You waive any moral rights you may have in relation to the Submitted Material. You agree to any act or omission by Ambicorp Real Estate or on its behalf where such act or omission would, but for your waiver and consent in this clause, constitute a breach of your moral rights in relation to the Submitted Material.
9.8. You acknowledge and agree that Ambicorp Real Estate:
(a) is not responsible for any aspect of your or any third party’s website(s), including the currency, accuracy or otherwise of any information or data on those websites; and
(b) Ambicorp Real Estate does not guarantee or warrant that: (i) the Website will be continuously available or available at all; (ii) you or your listing as part of the Service will receive any impressions, click throughs or like metrics; or (iii) there will be any traffic levels (including hits and exposures) to the Website.
9.9. While Ambicorp Real Estate will use its best endeavours to store your information in its database, it provides no warranty as to such storage and will not, subject to clause 11, be liable in the event that there is a corruption, deletion or failure to store any information which relates to you including any listing or any inability to access such information. Accordingly, Ambicorp Real Estate strongly recommends that you keep a permanent record of all information and data which relates to you.
- CONFIDENTIALITY AND PRIVACY
10.1. Each party acknowledges and agrees that Ambicorp Real Estate’ Confidential Information includes: (a) the provisions of this Agreement; and (b) all information provided by Ambicorp Real Estate to you under this Agreement, including Ambicorp Real Estate’ technical, operational, and commercial information in relation to the supply of Services.
10.2. A party must not disclose the other party’s Confidential Information to any person except:
(a) to its professional advisers and its personnel on a “need to know” basis, but only if those persons have agreed to keep the Confidential Information confidential in accordance with the terms of this Agreement;
(b) with the other party’s prior written consent, but only to the extent that such consent is given;
(c) if required by law, or any regulatory authority or stock exchange, but only to the minimum extent required to satisfy the law or rules of the regulatory authority or stock exchange; or
(d) if it is in the public domain, other than as a result of a breach of this Agreement by the recipient (with the “recipient” being the party receiving the Confidential Information from the party disclosing it).
10.3. You acknowledge and agree that:
(a) you must ensure that you do not, and do not allow any other person (including your users) to access or use the Services in a manner contrary to the requirements of any laws;
(b) you are solely responsible for obtaining all necessary consent with respect to the collection, use, access, disclosure and storage of personal information (including sensitive information) in relation to your access or use of the Services; and
10.4. You agree that Ambicorp Real Estate’ Confidential Information includes all Ambicorp Real Estate account information, including user identification details and password information. You agree: (a) to immediately change any account information if the security of the account has been compromised in any way; and (b) that you are responsible for all transactions entered under your account, including all use of your user identification details or passwords.
- AMBICORP REAL ESTATE’ LIABILITY TO YOU
11.1. Other than as set out in this Agreement, and to the full extent permitted by law, Ambicorp Real Estate excludes all warranties, liabilities, rights, remedies, conditions and guarantees arising under or in respect of this Agreement and the Services, whether in contract, tort (including negligence), statute or any other cause of action.
11.2. Nothing in this Agreement excludes or restricts any obligation arising under the Nigerian Consumer Law.
11.3. Subject to clause 11.4:
(a) to the extent that any liability may not lawfully be excluded but may be limited, Ambicorp Real Estate’ sole liability is limited to, at its discretion: (i) the supplying of the relevant services again; or (ii) the payment of the cost of having the relevant services supplied again; and
(b) subject to paragraph (a) above and only where Ambicorp Real Estate’ liability is not otherwise excluded or limiting in this Agreement, if a claim or cause of action arises out of or in connection with this Agreement (whether arising in contract, tort (including negligence), indemnity or breach of statute), Ambicorp Real Estate’ liability for all claims or causes of action in the aggregate is limited, in respect of all claims or causes of action, to the sum of Fees paid or payable in respect of the Services to which the claim or cause of action relates.
11.4. In no event will Ambicorp Real Estate be liable to you or any other person for loss of use, production, profit, revenue, business, data, contract or anticipated savings or for delay or for any financing costs or increase in operating costs or any economic loss for any indirect or consequential loss or damage.
11.5. The parties agree that the time within any claim or cause of action may be brought arising out of or in connection with this Agreement (other than for a failure to pay any Fees) is limited to 3 months from the date the claim or cause of action arose or the date on which the claim or cause of action should reasonably have been discovered.
11.6. For the purposes of this clause, the term Ambicorp Real Estate or party will mean Ambicorp Real Estate or a party to this Agreement, its officers, employees, contractors and agents, whether individually or collectively.
11.7. Notwithstanding any other provision of this Agreement, Ambicorp Real Estate’ liability under or in connection with this Agreement will be reduced to the extent the loss or damage is caused by you or any person affiliated with you (including you related bodies corporation, representatives and personnel).
11.8. You indemnify Ambicorp Real Estate, its officers, agents and contractors against all actions, claims and demands (including the cost of defending or setting any actions, claims and demands) arising out of any deliberate, unlawful or negligent act or omission by you.
11.9. This clause 11 survives the expiry and termination (for any reason) of this Agreement.
- SUSPENSION OF THE SERVICE
12.1. Ambicorp Real Estate may limit, suspend or cancel the provision of a Service at any time:
(a) without notice to you:
(i) in the event of an emergency;
(ii) if the supply or use of a Service is, or is likely to become, unlawful; or
(iii) if, in Ambicorp Real Estate’ reasonable opinion, the provision of a Service is likely to cause death, personal injury or damage to property; and
(b) by notice to you:
(i) if you do not pay any amounts due for that Service on time;
(ii) if your use of a Service interferes (or may interfere) with the Website, and you fail to rectify the situation; or
(iii) if an administrator, receiver, liquidator or provisional liquidator is appointed to you, or you resolve to enter into any settlement, moratorium or similar arrangement for the benefit of your creditors, or you are otherwise unable to pay your debts when they are due.
12.2. Where provision of a Service has been suspended or cancelled under clause 12.1. Ambicorp Real Estate may require you to pay additional charges to resume the provision of the Services.
- TERMINATION OF THIS AGREEMENT
13.1. Ambicorp Real Estate may immediately terminate this Agreement for cause on notice to you if you:
(a) fail to pay the Fees or any other fees or charges under this Agreement by the due date for payment;
(b) breach any provision of this Agreement that is not capable of remedy;
(c) breach any provision of this Agreement that is capable of remedy and you fail to remedy such breach with 14 days’ of Ambicorp Real Estate’ notice to do so;
(d) assign or purport to assign this Agreement; or
(e) are or become insolvent.
13.2. Ambicorp Real Estate may immediately terminate this Agreement on notice to you and without any liability if:
(a) in relation to international listing syndication, any agreement between Ambicorp Real Estate and a third party to provide, share or distribute listings terminates or expires; or
(b) Ambicorp Real Estate ceases to operate the relevant Service for any reason.
13.3. You may cancel a Service or terminate this Agreement on 10 days’ written notice to Ambicorp Real Estate or as otherwise provided on the Website for that Service, but you agree that you are not entitled to any refund or reimbursement of any Fees.
13.4. On the termination of this Agreement:
(a) you must pay all outstanding fees to Ambicorp Real Estate;
(b) you must return or destroy (at Ambicorp Real Estate’ option) all Ambicorp Real Estate intellectual property in your possession or control including but not limited to any application files; and
(c) both Ambicorp Real Estate and you will continue to comply with all obligations expressed herein to continue to apply after the expiration or termination of this Agreement or that otherwise by their nature continue to apply after the expiration or termination of this Agreement.
13.5. Termination of this Agreement will not prejudice any accrued rights or liabilities of a party.
- INTELLECTUAL PROPERTY RIGHTS
14.1. Nothing in this Agreement transfers ownership in, or otherwise grants any rights in, any intellectual property rights of Ambicorp Real Estate, except any rights expressly granted to you under this Agreement.
14.2. All intellectual property rights in a Service and all information generated, compiled, arranged, stored or otherwise developed by Ambicorp Real Estate, including any listing, belong to Ambicorp Real Estate.
- AMENDMENTS TO AGREEMENT
15.1. Ambicorp Real Estate may amend this Agreement from time to time, with or without notice to you. However, Ambicorp Real Estate will endeavor to provide a notice of any such amendments on the Website.
15.2. If you continue to use the Service, on or after the date of any amendments to this Agreement, then you are taken to have agreed to these amendments. If you do not agree with these amendments and these amendments have a material detrimental impact on you, then you may terminate this Agreement on notice to Ambicorp Real Estate without payment of any early termination fees.
16.1. All Fees, unless otherwise expressly indicated.
16.2. You must pay the Fees as stipulated on our website package Subscription page, payable in advance and commencing at the time that you register as a user of the online agent portal.
16.3. Ambicorp Real Estate may vary the Fees payable for any Ambicorp Real Estate Services (including by imposing Fees on Ambicorp Real Estate Services which were previously not subject to Fees) at any time by providing 30 days’ written notice to you.
16.4. If you fail to pay any Fees by the required time, Ambicorp Real Estate may:
(a) limit or cease your access and use of the Services;
(b) charge you interest at 10% (per annum) calculated on the daily amount outstanding; and/or
(c) engage a third party collection agency to recover the outstanding fees, and charge you any expense (including legal fees) incurred by Ambicorp Real Estate in recovering the outstanding fees from you.
16.5. Subject to clauses 16.6 and 16.7, you must pay all taxes in connection with the Services.
- FORCE MAJEURE
17.1. Neither party will be liable for any delay or failure to perform its obligations pursuant to this Agreement (except your obligation to pay Fees and other amounts under this Agreement) if such delay is due to Force Majeure.
17.2. If the delay or failure by a party to perform its obligations due to Force Majeure exceeds 60 days, either party may immediately terminate the Agreement on providing a notice in writing to the other party.
- FURTHER REQUIREMENTS
18.1. Each party agrees to do all things that may be necessary or desirable to give full effect to every part of this Agreement if asked in writing by another party to do so.
18.2. You must not assign, transfer, subcontract or otherwise dispose of, in whole or in part, your rights or obligations under this Agreement, without the prior written consent of Ambicorp Real Estate. Ambicorp Real Estate may at any time novate, transfer or otherwise assign the whole or any part of this Agreement to any person. If so, you consent to such novation, transfer or assignment.
18.3. If any provision of this Agreement is invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is to be read down or severed from this Agreement.
18.4. Failure by any party to exercise, or delay in exercising, any right, power or remedy under this Agreement does not prevent its exercise. To be effective, a waiver must be in writing signed by the party giving the waiver.
18.5. Where, in this Agreement, Ambicorp Real Estate is required to give notice in writing, Ambicorp Real Estate may give the same by:
(a) posting the notice on the Ambicorp Real Estate Website;
(b) emailing the notice to the email address last provided to Ambicorp Real Estate by you; or
(c) posting the notice to the postal or street address last provided to Ambicorp Real Estate by you.
18.6. This Agreement is governed by and is to be construed in accordance with the laws applicable in Nigeria. The parties irrevocably submit to the exclusive jurisdiction of the courts in Nigeria, and the courts of appeal above them, in respect of all matters arising out of or relating to this Agreement, its performance and subject matter.
Capitalised terms used in this Agreement have the meaning given to them in this Agreement, including this clause 19.
In this Agreement:
“Confidential Information” means:
(a) all confidential, non-public or proprietary information, regardless of how the information is stored or delivered, exchanged between the parties or their representatives (or in our case, provided by Ambicorp Real Estate, its related bodies corporate, its affiliates, and any entity owned by Ambicorp Real Estate) before, on or after the date of this Agreement relating to the business, technology or other affairs of the discloser of the information; and
(b) in Ambicorp Real Estate’ case, all information disclosed by a third party which Ambicorp Real Estate is required to keep confidential,
but does not include information:
(c) that is or becomes part of the public domain other than through breach of this Agreement or an obligation of confidence owed to the discloser;
(d) which the recipient can prove by contemporaneous written documentation was: (i) already known to it at the time of disclosure by the discloser (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or (ii) independently developed by the recipient without reference to the Confidential Information of the discloser; or
(e) which the recipient acquires from a source other than the discloser or any of its representatives where such source is entitled to disclose it on a non-confidential basis.
“Fee” means the fees and charges payable for the Services under this Agreement.
“Force Majeure” means an event or circumstance beyond the reasonable control of a party (without fault or negligence of that party) including: (a) acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and natural disasters; (b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; strikes and industrial disputes; Internet outage, power, water, telecommunications or other utility shortage; and (c) valid laws, rules, regulations, orders or decrees of the Federal or State Government or of any local government or of any statutory authority.
“Service” means the service, as selected by you, set out in the relevant product description on the Website, as amended by Ambicorp Real Estate from time to time.
“Submitted Material” means all editorial content, listings, information, photographs, videos and other material you upload and submit to the Website in your use of a Service.