Realtor Partner Platform Terms & Conditions

These Realtor Partner Platform Terms & Conditions ("Terms") govern access to and use of the Okava platform by licensed estate agents, real estate agencies, property brokers, property consultants, authorised property representatives, and related property businesses ("Realtor", "Agency", "Partner", "you", or "your").

By registering, listing a property, uploading property information, receiving buyer enquiries, accepting reservations, managing offers, or otherwise using the Okava platform, you agree to be legally bound by these Terms.

If you do not agree to these Terms, you must not use the platform.

Okava is a global property technology and transaction facilitation platform operated through locally licensed operating entities in various jurisdictions.

The Okava platform, technology infrastructure, software systems, intellectual property, workflows, verification systems, CRM systems, marketing systems, buyer engagement tools, and related services are owned and managed by:

In various jurisdictions, Okava may operate through locally incorporated subsidiaries, affiliates, franchisees, licensed operators, strategic partners, or authorised representatives registered under applicable local laws and regulations.

Such local operating entities operate under a technology and intellectual property licence from Okava Technologies Limited.

References to "Okava", "we", "us", or "our" include Okava Technologies Limited together with any applicable local operating entity responsible for providing services within the relevant jurisdiction.

Okava operates primarily as:

• A property technology platform;
• A property marketplace;
• A buyer and seller matching platform;
• A property reservation facilitation platform;
• A transaction coordination platform;
• A property verification platform;
• A marketing and lead generation platform;
• A property discovery platform.

Okava is not:

• A property owner unless expressly stated;
• A licensed estate agency unless required under applicable law;
• A party to property sale agreements;
• A conveyancing practice;
• A law firm;
• A financial institution;
• A mortgage lender;
• A property valuer.

Realtors remain fully responsible for their agency operations, professional obligations, regulatory compliance and property transactions.

To use the platform, the Realtor must:

• Be legally authorised to market or sell property;
• Hold all licences, registrations or practising certificates required by applicable law;
• Be properly incorporated or legally registered where applicable;
• Maintain good standing with the applicable regulatory authority;
• Provide accurate onboarding information;
• Complete verification and compliance processes requested by Okava.

Okava may request:

• Company registration documents;
• Estate agency licences;
• Practising certificates;
• Tax registrations;
• Director or principal identification;
• Physical office address verification;
• Banking information;
• Professional indemnity insurance where applicable;
• Regulatory registrations;
• Additional compliance information.

Okava reserves the right to refuse onboarding applications at its discretion.

The Realtor is responsible for:

• Maintaining accurate account information;
• Securing account credentials;
• Ensuring authorised platform access;
• Managing staff or user permissions;
• Ensuring all uploaded information remains accurate and current;
• Updating licence or regulatory information as required.

The Realtor accepts responsibility for all activity conducted under its account.

6.1 Listing Requirements

Realtors may upload:

• Residential property listings;
• Commercial property listings;
• Land listings;
• Development listings where authorised;
• Property pricing;
• Images;
• Videos;
• Floor plans;
• Virtual tours;
• Property specifications;
• Marketing materials;
• Property availability.

6.2 Accuracy of Information

The Realtor warrants that all uploaded information:

• Is accurate;
• Is lawful;
• Is current;
• Is not misleading;
• Does not infringe third-party rights.

The Realtor remains solely responsible for the accuracy of all Listings and information submitted to the Platform.

7.1 Valid Mandate Requirement

The Realtor represents and warrants that every property listed on the Platform is supported by a valid written mandate granted by the legal owner of the property or by a person lawfully authorised to act on the owner's behalf.

No Listing may be uploaded without such authority.

7.2 Types of Mandates

The Platform may accommodate:

• Exclusive Mandates;
• Sole Mandates;
• Open Mandates;
• Joint Agency Mandates;
• Developer Sales Mandates.

The Realtor is solely responsible for ensuring that the selected mandate type accurately reflects the authority granted by the property owner.

7.3 Verification of Mandates

Okava reserves the right to request a copy of any mandate, authority to sell, agency agreement or supporting documentation at any time.

Failure to provide satisfactory evidence may result in:

• Removal of the Listing;
• Suspension of the Listing;
• Suspension of the Realtor account;
• Permanent removal from the Platform.

7.4 Expiry of Mandates

Where a mandate expires, is cancelled or otherwise terminates, the Realtor must immediately remove or update the relevant Listing.

Okava may suspend any Listing where it reasonably believes that the authority to market the property no longer exists.

7.5 Duplicate Listings

Where multiple Realtors are authorised to market the same property, each Realtor warrants that their Listing is supported by a valid mandate.

Okava reserves the right to consolidate, prioritise, suspend or remove duplicate Listings in accordance with its platform policies.

The Realtor represents and warrants that:

• It has lawful authority to market every listed property;
• The information provided is accurate and complete;
• Material information has not been intentionally concealed;
• The property is not fraudulently represented;
• The Realtor has taken reasonable steps to verify ownership or authority before marketing the property;
• All advertising complies with applicable laws and professional standards;
• Buyer information shall be handled lawfully;
• Funds received shall be handled in accordance with applicable laws and professional obligations.

The Realtor acknowledges that misleading or fraudulent conduct may result in:

• Immediate suspension;
• Removal from the Platform;
• Reporting to regulatory authorities;
• Legal action.

Realtors agree:

• To communicate professionally and honestly with Buyers;
• To respond promptly to enquiries;
• Not to misrepresent any property;
• Not to engage in misleading sales practices;
• Not to misuse Buyer data;
• Not to circumvent agreed Okava commercial arrangements.

Buyer information obtained through the Platform shall only be used for legitimate transaction-related purposes.

Buyer enquiries generated through Okava remain subject to the commercial arrangements agreed between Okava and the Realtor.

Property reservations facilitated through Okava are governed by separate Reservation Terms & Conditions.

Realtors agree that:

• Reservation requests shall be communicated promptly to the Seller;
• Property status shall be accurately maintained;
• Listings shall be updated when properties become Reserved, Under Offer, Sold or Withdrawn;
• Double-selling or conflicting reservations are prohibited.

Realtors remain responsible for:

• Presenting offers to Sellers;
• Negotiating transactions;
• Sale agreements;
• Conveyancing coordination;
• Seller communications;
• Completion of the transaction process.

Realtors authorise Okava to:

• Market listed properties;
• Use uploaded content for promotional purposes;
• Distribute Listings across digital channels;
• Feature properties in campaigns, advertisements and platform communications;
• Promote agency profiles and property portfolios;
• Use property images, videos, descriptions and marketing collateral submitted to the Platform.

The Realtor warrants that it possesses all necessary rights, licences and permissions to upload and authorise the use of such materials.

12.1 Platform Fees

Realtors may be charged:

• Listing fees;
• Marketing fees;
• Lead generation fees;
• Success fees;
• Reservation facilitation fees;
• Technology fees;
• Transaction facilitation fees.

Applicable fees may vary by:

• Jurisdiction;
• Service package;
• Property type;
• Platform agreements.

12.2 Commission Structure

Commission payable on the sale of a property remains a matter between the Seller and the Realtor, unless otherwise agreed in writing.

Okava may receive commissions or fees in connection with:

• Property reservations;
• Property sales;
• Mortgage facilitation;
• Insurance facilitation;
• Escrow coordination;
• Property verification services;
• Related platform services.

Nothing in these Terms entitles Okava to the Realtor's commission unless expressly agreed.

12.3 Payment Obligations

Realtors agree to pay all applicable Platform fees when due.

Failure to pay may result in:

• Suspension of Listings;
• Withholding of Buyer enquiries;
• Removal from the Platform;
• Legal recovery action.

Realtors agree to comply with:

• Anti-money laundering laws;
• Counter-terrorist financing legislation;
• Anti-corruption laws;
• Sanctions regulations;
• Consumer protection laws;
• Property and real estate legislation;
• Applicable licensing requirements.

Okava may conduct:

• Compliance checks;
• Identity verification;
• Source of funds checks;
• Beneficial ownership verification;
• Regulatory screenings;
• Know Your Customer (KYC) procedures.

Realtors agree to cooperate with all compliance requests made by Okava.

Realtors agree to:

• Protect Buyer and Seller information;
• Use personal information lawfully;
• Maintain confidentiality;
• Comply with applicable privacy legislation.

Okava may process and share Realtor information with:

• Buyers;
• Sellers;
• Mortgage providers;
• Insurers;
• Conveyancers;
• Regulators;
• Service providers.

Cross-border data transfers may occur where required to provide Platform services.

All Platform technology, software, branding, workflows, systems, dashboards, designs and intellectual property remain the exclusive property of Okava Technologies Limited and/or its licensors.

Realtors may not:

• Copy;
• Reverse engineer;
• Reproduce;
• Redistribute;
• Commercially exploit

the Platform or its technology without Okava's prior written consent.

Okava does not guarantee uninterrupted Platform availability.

Features, services, integrations or functionality may be modified, suspended or discontinued at any time.

Okava shall not be liable for interruptions caused by maintenance, upgrades, third-party providers or events beyond its reasonable control.

To the fullest extent permitted by law:

• Okava shall not be liable for indirect, incidental, consequential or special damages;
• Okava shall not be liable for failed property transactions, commission disputes, title disputes, ownership disputes, regulatory actions, Buyer or Seller disputes, or financing failures;
• Okava's aggregate liability shall not exceed fees directly received from the Realtor relating to the relevant service.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

The Realtor agrees to indemnify and hold harmless Okava, its affiliates, officers, employees, contractors, licensors and representatives against claims arising from:

• Breach of these Terms;
• Breach or expiry of a property mandate;
• Misrepresentation;
• False or misleading Listings;
• Regulatory violations;
• Professional negligence;
• Buyer or Seller disputes;
• Fraudulent conduct;
• Intellectual property violations;
• Property-related claims.

Okava shall not be liable for delays or failures caused by events beyond its reasonable control including:

• Natural disasters;
• Civil unrest;
• Government actions;
• Utility failures;
• Banking disruptions;
• Cybersecurity incidents;
• Internet outages;
• Currency instability.

Okava may suspend or terminate Realtor access where:

• Fraud is suspected;
• Compliance concerns arise;
• False information is submitted;
• Valid property mandates cannot be verified;
• Buyer or Seller complaints arise;
• Payment obligations are not met;
• Platform misuse occurs;
• Regulatory concerns arise.

Termination does not eliminate accrued obligations or liabilities.

These Terms shall be governed by the laws of the applicable jurisdiction in which the relevant operating entity or transaction is based unless otherwise specified.

Cross-border transactions may additionally be subject to other applicable laws and regulations.

The parties shall first attempt to resolve disputes amicably through good-faith negotiations.

Failing resolution:

• Disputes may be referred to mediation;
• Thereafter to arbitration or courts of competent jurisdiction.

Nothing prevents either party from seeking urgent interim or injunctive relief where appropriate.

The Realtor agrees that:

• Electronic signatures;
• Digital confirmations;
• Tick-box acceptances;
• OTP confirmations;
• Email confirmations

constitute legally binding acceptance of these Terms.

Okava reserves the right to amend these Terms at any time.

Updated Terms may be published on the Platform.

Continued use of the Platform constitutes acceptance of the revised Terms.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

By using the Okava Platform, the Realtor confirms that they:

• Have read and understood these Terms;
• Hold valid authority to market all properties listed through the Platform;
• Understand their legal, professional and regulatory obligations;
• Accept Okava's role as a technology and transaction facilitation platform;
• Agree to use the Platform in accordance with these Terms.