UpHoming — Terms of Use

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

BY ACCESSING, REGISTERING FOR, 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.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION, A CLASS-ACTION WAIVER, AND LIMITATIONS ON OUR LIABILITY (SECTIONS 6, 13, AND 14). THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

1. Description of Service

UpHoming is a technology platform that provides international users seeking to evaluate, purchase, or invest in real estate in the Dominican Republic ("Users") with data tools, informational content, and optional introductions to third-party real estate professionals, including agents, developers, and lawyers ("Professionals").

Our service consists of, among other things:

• a) Software data tools, including automated property valuations and estimates, due-diligence reports, market intelligence and signals, heat maps, and an AI-assisted research assistant (collectively, the "Tools" and any results, scores, estimates, reports, or text they generate, the "Outputs").
• b) Educational content, guides, and resources for general informational purposes only.
• c) A directory of Professionals ("Directory") based on our subjective criteria at a specific point in time, and the facilitation of initial introductions between Users and Professionals.
• d) Aggregating and publishing publicly available information about industry participants.
• e) Paid subscriptions, credits, and other paid features as described in Section 7.

IMPORTANT: UpHoming is a neutral information and software platform. We do not endorse, recommend, or guarantee any Professional, property, project, or transaction. We are not engaged in the practice of law, accounting, tax advisory, investment advisory, securities dealing, property appraisal, or real estate brokerage. The Tools and Outputs are informational aids, not professional advice (see Sections 2 and 3).

2. Tools, Outputs, and Use of Artificial Intelligence

2.1. Automated and AI-Assisted Outputs

Certain features of the Platform — including valuations, estimates, due-diligence reports, market signals, and the research assistant — are generated in whole or in part through automated processes and artificial intelligence and machine-learning technologies, including third-party AI services. You acknowledge and agree that:

• All Outputs are automated, probabilistic estimates and informational aids only. They are not appraisals, audits, certifications, legal opinions, financial or investment advice, or guarantees of any kind.
• AI-generated and automated Outputs may be incomplete, outdated, inaccurate, or wrong, may rely on third-party or public data we do not control, and may produce errors or fabricated information ("hallucinations").
• Outputs are not a substitute for independent professional advice or for your own due diligence and verification.
• You are solely responsible for evaluating, verifying, and deciding whether to rely on any Output, and for any decision you make based on it.
• UpHoming does not act as your fiduciary, advisor, appraiser, broker, or agent in producing any Output.

2.2. No Warranty of Accuracy; No Reliance

ALL TOOLS AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. We make no representation or warranty that any valuation, estimate, due-diligence report, signal, or other Output is accurate, current, complete, reliable, or fit for any particular purpose. You expressly agree not to rely on any Output as the basis for any purchase, sale, financing, investment, or legal decision, and to independently verify all material facts with qualified professionals before acting.

2.3. Your Inputs

When you submit addresses, property details, financial figures, questionnaire answers, prompts, or other information to the Tools ("Inputs"), you represent that you have the right to submit them and that they do not infringe any third party's rights or violate any law. You are responsible for the accuracy of your Inputs; the quality of any Output depends on them.

3. Our Role and Comprehensive Limitation of Liability

3.1. Platform Status and Non-Endorsement

UpHoming is a neutral information and software platform. We are not a real estate broker, agent, developer, appraiser, financial institution, law firm, securities dealer, 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 — or between a User and any agency, developer, builder, or seller — is solely between those parties. UpHoming is not and will not be a party to any such agreement and bears no responsibility for its performance or outcome.

3.2. No Warranties, Representations, or Guarantees

WE MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, regarding:

• Any Professional, agency, developer, or builder, or their credentials, licenses, integrity, solvency, or quality of service
• Any property, project, investment opportunity, or transaction
• Any Tool, Output, valuation, estimate, report, signal, or other content
• The accuracy, completeness, currency, or reliability of any information on the Platform
• The continued eligibility or standing of any Professional
• The availability, security, or uninterrupted operation of the Platform
• The results of any transaction or relationship

ALL CONTENT AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

3.3. 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.

3.4. Complete Disclaimer of Damages from Third Parties and Transactions

You expressly understand and agree that UpHoming shall not be liable for ANY damages whatsoever arising from or relating to:

• Any act, omission, fraud, negligence, misrepresentation, or wrongful conduct by any Professional, agency, developer, builder, seller, lawyer, or other third party
• Any dispute, conflict, or disagreement between you and any third party, including any agency or developer that "let you down" or failed to perform
• Performance or non-performance of any agreement, deposit, reservation, or transaction with a third party
• Any scam, title defect, lien, encumbrance, or fraudulent activity by any third party
• Your reliance on any Tool, Output, or Platform content
• Loss of profits, investments, deposits, opportunities, or business
• Emotional distress or reputational harm
• Any direct, indirect, incidental, special, consequential, punitive, or exemplary damages

This disclaimer applies even if UpHoming has been advised of the possibility of such damages, and even where an introduction was made or an Output was provided through the Platform.

3.5. 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 or builder insolvency, bankruptcy, abandonment, or financial difficulties

3.6. Educational Content and Information Disclaimers

ALL EDUCATIONAL CONTENT, GUIDES, ARTICLES, OUTPUTS, 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, appraisal, 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, independent professionals in the relevant jurisdiction

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

3.7. 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.

3.8. 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
• To the fullest extent permitted by law, we are not liable for unauthorized access, data breaches, or security incidents not caused by our willful misconduct
• You are responsible for maintaining the confidentiality of your account credentials
• 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 TO THE FULLEST EXTENT PERMITTED BY LAW.

3.9. 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

4. User's Responsibility and Mandatory Due Diligence

4.1. Independent Professional Advice Required

YOU ACKNOWLEDGE AND AGREE THAT:

• The Platform provides software tools, information, and introductions only — not professional advice
• You MUST obtain independent legal, financial, tax, and technical advice before any transaction
• You MUST verify all Professional credentials, licenses, and standing independently
• You MUST independently verify any valuation, estimate, report, or Output before relying on it
• You are solely responsible for all decisions and their consequences

4.2. No Reliance on Platform Information

YOU EXPRESSLY AGREE THAT:

• You will not rely on any Platform information or Output for investment or legal decisions
• All Platform content and Outputs are 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

4.3. 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

4.4. 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

4.5. Intellectual Property Compliance

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

• Do not infringe any third-party intellectual property rights
• Are either owned by you or properly licensed for your use
• Will not violate any copyright, trademark, or other proprietary rights
• Will be subject to your indemnification of UpHoming for any IP infringement claims arising from them

4.6. Professional Verification and Ongoing Monitoring Disclaimer

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; and we provide no warranties regarding Professional qualifications or legal standing. 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.

5. Acceptable Use

You agree not to, and not to permit any third party to:

• Use the Platform for any unlawful, fraudulent, or unauthorized purpose
• Scrape, crawl, harvest, or systematically extract data or Outputs except as expressly permitted
• Reverse engineer, decompile, or attempt to derive the source code or underlying models of the Platform
• Resell, sublicense, or commercially redistribute Outputs or content without our written permission
• Use the Tools or Outputs to train, fine-tune, or develop any competing model or service
• Upload malicious code, interfere with the Platform's operation, or circumvent usage limits, paywalls, or security
• Submit false, infringing, defamatory, or unlawful Inputs or content, or impersonate any person or entity
• Use the Platform to make automated decisions affecting third parties without appropriate human review and legal basis

We may investigate and take any action we deem appropriate, including suspending or terminating accounts, for any actual or suspected violation.

6. 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, Tools, or Outputs
• Any interaction, agreement, or transaction with any Professional, agency, developer, builder, or seller
• Your violation of these Terms or applicable law
• Your reliance on any Output, Platform information, or educational content
• Any Inputs or 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 your failure to safeguard credentials
• 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.

7. Subscriptions, Credits, Billing, and Refunds

7.1. Paid Plans and Credits

The Platform offers free and paid tiers (for example, Free, Pro, and Enterprise plans) and may offer consumable "credits" or one-time purchases that unlock specific Tools, Outputs, or reports. The features, limits, and prices of each plan are described on our pricing page and may change as described below.

7.2. Payment Processing

Payments are processed by third-party payment providers (such as PayPal). By purchasing a subscription or credits, you agree to the applicable payment provider's terms, and you authorize us and our provider to charge your selected payment method for all fees, applicable taxes, and currency-conversion or processing fees. We do not store full payment-card numbers. We are not responsible for payment-provider fees, restrictions, holds, or errors.

7.3. Automatic Renewal and Cancellation

Subscriptions automatically renew at the end of each billing cycle (monthly or yearly) at the then-current rate until cancelled. You may cancel at any time through your account settings or by contacting us; cancellation stops future renewals but does not retroactively refund the current period. Access to paid features continues until the end of the paid period.

7.4. Free Trials

If we offer a free trial, we may require a payment method and will automatically convert the trial to a paid subscription at the end of the trial period unless you cancel before it ends. Trial terms (duration and eligibility) are stated at sign-up and may be modified or withdrawn at any time.

7.5. Refund Policy

EXCEPT WHERE A NON-WAIVABLE REFUND OR WITHDRAWAL RIGHT IS REQUIRED BY APPLICABLE LAW, ALL FEES AND CREDIT PURCHASES ARE FINAL AND NON-REFUNDABLE, including for partially used billing periods, unused credits, or features you did not use. Where mandatory consumer-protection law applies (for example, a statutory right of withdrawal for certain consumers in the EU/UK), we will honor the minimum rights that law requires; by purchasing and immediately accessing digital Tools or Outputs, you may expressly request immediate performance and, where permitted, acknowledge the loss of any such withdrawal right once performance has begun.

7.6. Price Changes and Billing Disputes

We may change prices, plans, or credit pricing prospectively; changes apply to the next billing cycle after reasonable notice. Consumable credits may expire as stated at purchase. You must report any billing dispute within 60 days of the charge; otherwise you waive the dispute to the fullest extent permitted by law. We may suspend or downgrade services for non-payment, chargebacks, or fraud.

8. Accounts, 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 creating an account or 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
• The information you provide at registration is accurate and kept current
• 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

You are responsible for all activity under your account and for safeguarding your credentials. If you register using a third-party sign-in (such as Google or Facebook), your use of that service is governed by that provider's terms.

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 terminate their account and delete associated information. Parents and legal guardians are responsible for monitoring minors' internet usage; we are not liable for any unauthorized use by minors.

9. Intellectual Property and License

The Platform, including its software, Tools, models, design, text, and content (excluding your Inputs and third-party content), is owned by UpHoming or its licensors and is protected by intellectual-property laws. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Outputs for your own internal, non-commercial evaluation and decision-making. You retain ownership of your Inputs and grant us a worldwide, royalty-free license to host, process, and use them to operate, secure, and improve the Platform and to generate Outputs for you, as further described in our Privacy Policy. Subject to applicable law and any third-party rights, you may use Outputs we provide to you for the purposes permitted in Section 5.

10. Directory and Public Information

10.1. 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. Removal from the Directory does not imply wrongdoing, and inclusion creates no rights or expectations.

10.2. Investor Alerts and Public Records

Any "Investor Alert Center," "Fraud Watch," or similar section contains information from public sources and official records, provided for informational purposes only. It may be incomplete, outdated, or inaccurate, does not constitute legal advice or findings, may contain unproven allegations, and should not be relied upon for decision-making. We assume no liability for its accuracy or completeness.

10.3. Third-Party Content

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.

11. Platform Modifications and Termination

UpHoming reserves the right to modify, suspend, or discontinue the Platform, any Tool, or any feature at any time, with or without notice, and without liability. We may terminate or suspend your access immediately for any violation of these Terms or for any reason at our sole discretion. Upon termination, your license to use the Platform ends; Sections that by their nature should survive (including Sections 2, 3, 4, 6, 7, 9, 12, 13, 14, and 15) will survive.

12. Modification of Terms

UpHoming reserves the right to modify these Terms at any time. Material changes will be posted, with an updated "Last Updated" date, before taking effect. Where required by law, we will provide advance notice. Continued use after changes take effect constitutes acceptance.

13. Binding Arbitration and Class-Action Waiver

13.1. 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 its 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, conducted in English in a location determined by the arbitrator.

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

13.2. Class-Action Waiver

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

13.3. Injunctive Relief Exception

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

14. Governing Law and Limitation of Liability

14.1. Governing Law and Jurisdiction

These Terms are governed exclusively by the laws of the Dominican Republic, 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.

14.2. Maximum Liability Limitation

TO THE FULLEST EXTENT PERMITTED BY LAW, UPHOMING'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO UPHOMING IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $100 (ONE HUNDRED DOLLARS), REGARDLESS OF THE THEORY OF LIABILITY.

14.3. Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, UPHOMING SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL, INVESTMENTS, OR OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow certain limitations; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

15. Miscellaneous Provisions

15.1. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force. The parties agree to replace any invalid provision with a valid one that most closely approximates its intent and economic effect.

15.2. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices we publish, constitute the entire agreement between you and UpHoming regarding the subject matter and supersede all prior understandings. No amendment is effective unless made as described in Section 12 or signed by an authorized representative of UpHoming.

15.3. No Waiver

No waiver of any term shall be deemed a further or continuing waiver, and our failure to assert any right or provision shall not constitute a waiver of it.

15.4. Assignment

You may not assign or transfer your rights or obligations without our prior written consent; any attempted assignment in violation of this section is void. UpHoming may freely assign or transfer its rights and obligations, including in connection with a merger, acquisition, reorganization, or sale of assets.

15.5. Force Majeure

UpHoming shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including fire, flood, earthquake, acts of God, acts of war or terrorism, riots, civil disorder, epidemics, government action, or failures of third-party services, infrastructure, or AI providers.

15.6. Notices

Notices to UpHoming shall be sent to legal@uphoming.com; notices to you may be sent to the email associated with your account. Notices are deemed given when delivered by email.

15.7. Relationship of the Parties; Third-Party Beneficiaries

Nothing in these Terms creates any agency, partnership, joint venture, employment, or franchise relationship. These Terms are for the sole benefit of the parties and their permitted successors and assigns, and confer no rights on any other person or entity.

15.8. Controlling Language

These Terms are drafted in English. Any translation is provided for convenience only; in the event of any conflict, the English version controls and prevails.

15.9. 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.

16. Contact

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