Terms and Conditions

1. Introduction

Welcome to Superagent Pte. Ltd ("Superagent", "we", "us", or "our"). These Terms and Conditions ("Terms") govern your access to and use of our AI-enabled real estate brokerage platform and services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

2. Definitions

• "Platform" means our website, mobile applications, and all related services provided by Superagent.
• "Services" means all services provided through our Platform, including but not limited to property listings, AI-powered property matching, property valuations, document processing, virtual assistance, and related real estate brokerage services.
• "User" or "you" means any individual or entity that accesses or uses our Services, including buyers, sellers, agents, brokers, investors, renters, landlords, and other users.
• "AI Services" means artificial intelligence and machine learning features provided through our Platform, including property matching algorithms, chatbots, price estimation tools, image analysis, and document processing capabilities.
• "Content" means any information, data, text, images, documents, or other materials uploaded, posted, or transmitted through our Platform.

3. Eligibility and Age Requirements

3.1 Age Requirements

You must be of legal age in your jurisdiction to enter into a binding contract to use our Services:

• In most jurisdictions, you must be at least 18 years old
• In some jurisdictions, you must be at least 21 years old
• You are responsible for ensuring you meet the legal age requirements in your jurisdiction

3.2 Account Registration

To use certain features of our Services, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and update your account information to keep it accurate, current, and complete
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account

4. Description of Services

4.1 Real Estate Technology Platform

Superagent provides an AI-enabled technology platform that facilitates real estate services. Our Services include:

• Property listings and searches
• Property matching and recommendations
• Property valuations and price estimations
• Document processing and analysis
• Virtual assistance and customer support
• Connections between buyers, sellers, agents, investors, renters, and landlords

4.2 Regulatory Compliance

We comply with applicable laws and regulations in the jurisdictions where we operate. If you require licensed real estate brokerage services in a jurisdiction where licensing is required, you should engage a qualified, licensed real estate professional in your jurisdiction. In Thailand, we may act as a real estate broker, agent, or salesperson as licensing is not required in that jurisdiction.

4.3 AI-Powered Features

Our Platform utilizes artificial intelligence and machine learning to provide:

• Property Matching: AI algorithms analyze your preferences and search history to recommend properties that match your criteria
• Virtual Assistant/Chatbot: AI-powered chatbot provides instant responses to inquiries and assists with property searches
• Price Estimation: AI tools provide property valuations and price estimates based on market data and property characteristics
• Image Analysis: AI analyzes property photos and virtual tours to extract features and information
• Document Processing: AI processes and analyzes real estate documents, contracts, and related paperwork

4.4 Third-Party AI Services

We utilize third-party AI service providers to power certain features of our Platform. Your use of our Services constitutes consent to the processing of your data by these third-party providers as described in our Privacy Policy.

5. User Obligations and Acceptable Use

5.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Post false, misleading, or fraudulent information
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Upload or transmit any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks
• Use automated systems (bots, scrapers, etc.) to access the Services without our prior written consent
• Reverse engineer, decompile, or disassemble any portion of the Services
• Remove any copyright, trademark, or other proprietary notices from the Services

5.2 User Content

You retain ownership of any Content you submit, post, or display through our Services. By submitting Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, distribute, and display such Content for the purpose of providing and improving our Services.

You represent and warrant that:

• You own or have the necessary rights to grant the license described above
• Your Content does not violate any third-party rights
• Your Content is accurate and not misleading

6. Service Limitations and Disclaimers

6.1 AI Service Disclaimers

You acknowledge and agree that:

• AI-generated recommendations, valuations, and analyses are estimates and approximations based on available data
• AI Services may contain errors, inaccuracies, or limitations
• We do not guarantee the accuracy, completeness, or reliability of AI-generated content
• AI Services should not be the sole basis for making real estate decisions

6.2 No Guarantee of Results

We do not guarantee:

• That you will find properties matching your criteria
• That properties listed on our Platform will be available
• That transactions will be completed successfully
• Any specific outcomes from using our Services
• Continuous, uninterrupted, or error-free access to the Services
• That the Services will meet your specific requirements or expectations

6.3 Service Availability

We do not guarantee that the Services will be available at all times or that access will be uninterrupted. The Services may be unavailable due to maintenance, updates, technical issues, or circumstances beyond our control. We reserve the right to modify, suspend, or discontinue any part of the Services at any time without prior notice.

6.4 Third-Party Content and Services

Our Platform may contain links to third-party websites, services, or content. We are not responsible for the availability, accuracy, or content of such third-party resources. Your interactions with third parties are solely between you and the third party.

7. Intellectual Property

7.1 Platform Ownership

The Services, including all content, features, functionality, and technology, are owned by Superagent Pte. Ltd and are protected by Singapore and international copyright, trademark, patent, trade secret, and other intellectual property laws.

7.2 Trademarks

"Superagent" and related logos and marks are trademarks of Superagent Pte. Ltd. You may not use our trademarks without our prior written consent.

7.3 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your personal or business use in accordance with these Terms.

7.4 AI-Generated Content

Any content, recommendations, analyses, or outputs generated by our AI Services are owned by Superagent Pte. Ltd. You are granted a limited, non-exclusive, non-transferable license to use such AI-generated content solely for your personal or business use in connection with your use of our Services.

8. Payment Terms

8.1 Current Services

Currently, we do not charge fees for basic access to our Platform. However, certain premium features or services may be subject to fees in the future.

8.2 Future Payment Processing

We reserve the right to introduce fees, commissions, or payment processing for certain Services in the future. If we introduce such fees:

• We will provide advance notice of any fee changes
• Fees will be clearly disclosed before you incur any charges
• Payment terms and conditions will be set forth in separate payment agreements or addendums to these Terms
• You will have the opportunity to review and accept new payment terms before they apply to you

8.3 Refunds

Refund policies, if applicable, will be disclosed at the time fees are introduced.

9. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to the collection and use of your information as described in our Privacy Policy.

10. Limitation of Liability

10.1 Disclaimer of Warranties

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPERAGENT PTE. LTD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your use or inability to use the Services
• Any errors or omissions in the Services
• Any AI-generated content, recommendations, or analyses
• Any unauthorized access to or use of our servers or your data
• Any interruption or cessation of transmission to or from the Services

10.3 Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED SINGAPORE DOLLARS (S$100), WHICHEVER IS GREATER.

10.4 Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the maximum extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless Superagent Pte. Ltd, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms
• Your violation of any applicable laws or regulations
• Your violation of any third-party right, including any intellectual property or privacy right
• Your Content or any content you submit, post, or transmit through the Services
• Your use of the Services in a manner that causes harm to us or third parties

This indemnification obligation will survive the termination of these Terms and your use of the Services.

12. Dispute Resolution

12.1 Mediation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services (a "Dispute"), the parties agree to first attempt to resolve the Dispute through good faith negotiations. If the Dispute cannot be resolved through negotiations within thirty (30) days, the parties agree to submit the Dispute to mediation conducted in Singapore in accordance with the Singapore Mediation Centre ("SMC") Mediation Procedure.

12.2 Arbitration

If the Dispute is not resolved through mediation within sixty (60) days of the appointment of the mediator, or if either party refuses to participate in mediation, the Dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC"). The arbitral tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The award of the arbitrator shall be final and binding on both parties.

12.3 Court Proceedings

Notwithstanding Section 12.2, either party may seek injunctive or other equitable relief from the courts of Singapore at any time to protect its intellectual property rights or to prevent irreparable harm. The courts of Singapore shall have exclusive jurisdiction for such proceedings.

12.4 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.

13. Termination

13.1 Termination by You

You may terminate your account and stop using our Services at any time by contacting us or using account deletion features, if available.

13.2 Termination by Us

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, if:

• You breach these Terms or any applicable laws or regulations
• You engage in fraudulent, illegal, or harmful activities
• You violate any third-party rights, including intellectual property or privacy rights
• Your account has been inactive for a period of two (2) years or more
• We are required to do so by law or by order of a court or regulatory authority
• We discontinue the Services or a material portion thereof

We may also terminate your account with thirty (30) days' prior written notice for any other reason at our discretion.

13.3 Effect of Termination

Upon termination:

• Your right to use the Services will immediately cease (or after the notice period, if applicable)
• You may request export of your data within thirty (30) days of termination by contacting us at hello@superagent.co
• After the data export period, we may delete or deactivate your account and all related information in accordance with our Privacy Policy
• All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability

14. Modifications to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If we make material changes to these Terms, we will:

• Update the "Last Updated" date at the top of these Terms
• Provide additional notice through email to the address associated with your account (if you have an account)
• Provide prominent notice on our Platform for material changes

Your continued use of the Services after the notice period constitutes your acceptance of the new Terms. If you do not agree to the modified Terms, you must stop using the Services and may terminate your account as described in Section 13.1.

15. International Users and Prohibited Jurisdictions

15.1 International Users

While Superagent Pte. Ltd is registered in Singapore, our Services are available to users worldwide, subject to the restrictions in Section 15.2. By using our Services from outside Singapore, you acknowledge that:

• You are responsible for compliance with local laws and regulations in your jurisdiction
• These Terms are governed by Singapore law as specified in Section 12.4
• You consent to the jurisdiction and dispute resolution procedures set forth in Section 12

15.2 Prohibited Jurisdictions

You may not access or use our Services if you are located in, or a resident or national of, any country or region that is subject to comprehensive sanctions administered by the United Nations, United States, European Union, or Singapore, including but not limited to:

• Countries subject to comprehensive sanctions (currently including, but not limited to, North Korea, Iran, Syria, Cuba, and the Crimea region of Ukraine)
• Any other jurisdiction where the provision of our Services would violate applicable laws or regulations

We reserve the right to restrict access to our Services from any jurisdiction at any time without notice.

16. General Provisions

16.1 Entire Agreement

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 Superagent Pte. Ltd regarding the Services.

16.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

16.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms or any rights hereunder without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance under these Terms which is due to earthquake, fire, flood, act of God, act of war, terrorism, epidemic, pandemic, cyber attacks, internet outages, third-party service provider failures, AI service provider outages, or other causes beyond our reasonable control. If a force majeure event continues for more than thirty (30) days, either party may terminate these Terms upon written notice to the other party.

16.6 Contact Information

If you have any questions about these Terms, please contact us at:

• Email: hello@superagent.co
• Address: 68 Circular Road, #02-01, 049422, Singapore

17. Acknowledgment