Terms of Service

IMOBRIA is a white-label Software-as-a-Service (SaaS) platform developed and operated by Cod3Labs LLC, enabling real estate agencies, brokerages, property developers, investment firms, and related organisations to launch and operate fully branded online real estate marketplaces.

By submitting an enquiry, signing an Order Form, or accessing a provisioned IMOBRIA instance, you confirm that:

• You have the legal authority to enter into these Terms on behalf of your organisation.
• Your organisation's use of IMOBRIA will comply with these Terms and all applicable laws and regulations.
• You are at least 18 years of age.

Subject to a fully executed Order Form and timely payment of applicable fees, Cod3Labs grants the Client a non-exclusive, non-transferable, revocable licence to access and use the IMOBRIA platform during the subscription term solely for the Client's internal business purposes.

The scope of services — including features enabled, number of users, storage limits, and custom integrations — is defined in the applicable Order Form or Statement of Work (“SOW”). Cod3Labs reserves the right to update, modify, or deprecate features with reasonable advance notice to Clients.

IMOBRIA is offered on a subscription basis. Fees, billing frequency, and payment terms are set out in the applicable Order Form. The following general terms apply:

• Subscription fees are billed in advance on a monthly or annual basis, as agreed.
• All fees are non-refundable except as expressly stated in the Order Form or required by applicable law.
• Cod3Labs reserves the right to suspend access to the platform if invoices remain unpaid after the due date, following written notice.
• Cod3Labs may adjust pricing upon not less than 30 days' written notice to the Client. Continued use of the platform after the effective date of a price change constitutes acceptance of the new pricing.
• Applicable taxes (including VAT where required) are the responsibility of the Client and will be added to invoices where applicable.

The Client is responsible for all activity that occurs under their provisioned IMOBRIA instance. The Client agrees not to use the platform to:

• Publish content that is unlawful, fraudulent, defamatory, obscene, or that infringes any third-party intellectual property rights.
• Circumvent or attempt to circumvent any security, access control, or authentication mechanisms.
• Conduct activities that disrupt, degrade, or impair the performance of the platform or Cod3Labs' infrastructure.
• Resell, sublicense, or otherwise transfer access to the platform to third parties without prior written consent from Cod3Labs.
• Reverse-engineer, decompile, or attempt to extract the source code of any component of the platform.
• Violate any applicable data protection, privacy, anti-spam, or consumer protection laws in connection with the operation of their marketplace.

The Client is solely responsible for ensuring the legality of all real estate listings, agent profiles, and user-generated content published through their IMOBRIA instance, and for compliance with all applicable real estate, property, and advertising regulations in their jurisdiction(s) of operation.

Cod3Labs IP: The IMOBRIA platform, including all software, source code, algorithms, designs, documentation, and proprietary technology, is and remains the exclusive intellectual property of Cod3Labs LLC. These Terms grant no ownership or licence rights in any Cod3Labs IP beyond the limited use licence described in Section 3.

Client IP: The Client retains all ownership rights to their brand assets, logos, content, property listings, client data, and any other materials they supply or create through the platform (“Client Content”). The Client grants Cod3Labs a limited, non-exclusive licence to use Client Content solely to provide and improve the platform services.

White-label deployment: Cod3Labs will not display the IMOBRIA name or Cod3Labs branding on the Client's deployed marketplace, except as required to comply with applicable law or as expressly agreed in writing.

Each party agrees to comply with applicable data protection laws, including GDPR where relevant. The parties shall execute a Data Processing Agreement (“DPA”) prior to the processing of any personal data by Cod3Labs on behalf of the Client.

The Client, as data controller for end users of their marketplace, is responsible for establishing a compliant privacy policy, obtaining necessary consents, and handling data subject requests in relation to personal data collected through their platform instance.

Cod3Labs' use of data relating to visitors of this marketing website is governed by the IMOBRIA Privacy Policy.

Each party may disclose Confidential Information to the other party in connection with these Terms. Each party agrees to: (i) hold the other party's Confidential Information in strict confidence; (ii) not disclose such information to any third party without prior written consent; and (iii) use such information only for the purposes contemplated by these Terms.

“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This excludes information that is or becomes publicly known through no fault of the receiving party.

Confidentiality obligations survive termination of these Terms for a period of 5 years.

Cod3Labs will use commercially reasonable efforts to maintain platform availability. Where a specific uptime SLA is agreed, it will be set out in the applicable Order Form. Scheduled maintenance windows will be communicated to Clients in advance wherever possible.

Technical support is provided in accordance with the support tier defined in the Client's Order Form. Cod3Labs does not guarantee response times beyond those expressly stated in writing.

Cod3Labs warrants that: (i) it has the right to grant the licences under these Terms; (ii) the platform will function materially in accordance with its published documentation; and (iii) it will implement and maintain reasonable security measures.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COD3LABS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COD3LABS' AGGREGATE LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS — WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE — WILL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

IN NO EVENT WILL COD3LABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PLATFORM, EVEN IF COD3LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations do not apply to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

The Client agrees to defend, indemnify, and hold harmless Cod3Labs LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (i) the Client's use of the platform in violation of these Terms; (ii) Client Content; (iii) the Client's breach of applicable laws; or (iv) the Client's marketplace and its end users.

These Terms commence on the date the Client first accesses the platform or signs an Order Form, and continue for the subscription term specified in the Order Form, renewing automatically unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

Either party may terminate these Terms immediately upon written notice if the other party: (i) materially breaches these Terms and fails to cure such breach within 14 days of written notice; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings; or (iii) ceases to carry on business.

Upon termination, the Client's access to the platform will be revoked. Cod3Labs will provide Client Content in an exportable format for a period of 30 days following termination, after which it may be permanently deleted. Sections 6, 7, 8, 10, 11, 12, and 15 survive termination.

Cod3Labs may update these Terms from time to time. For material changes, we will provide at least 30 days' written notice to active Clients via the email address on file or through the platform admin interface. Continued use of the platform after the effective date of changes constitutes acceptance. If you do not agree to the revised Terms, you may terminate your subscription before the effective date.

These Terms are governed by and construed in accordance with applicable law. The parties agree to first attempt to resolve any dispute through good-faith negotiation for a period of 30 days before commencing any formal legal proceedings.

For Clients based in the European Union or United Kingdom, mandatory consumer or business protection provisions of your local law may apply and are not affected by these Terms.

• Entire agreement: These Terms, together with any applicable Order Form or SOW, constitute the entire agreement between the parties regarding the subject matter hereof, superseding all prior communications and agreements.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
• No waiver: Failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that provision.
• Assignment: The Client may not assign these Terms without Cod3Labs' prior written consent. Cod3Labs may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
• Notices: Legal notices should be sent to legal@cod3labs.com.