Terms and Conditions

Last Updated: January 23, 2025

These terms and conditions (the “Terms,” “Terms and Conditions,” or “Agreement”) govern your use of the digital platform located at https://brooky.io (referred to as the “Platform”), operated by Brooky.io Technologies LLC. (referred to as “the Company,” “We,” or “Us”). The Platform, including all products, functionalities, and materials accessible within it, may ooconstitutes the “Services.” Brooky.io is a lead-matching and listings managements platform designed to connect sellers of real property (“Seller-Users”) with interested parties buyers (“Buyer-Users”) (the “Service”).

By creating an account on the Platform, logging into your Brooky.io Account, or otherwise accessing or visiting the Platform, you agree to the following:

Acceptance of Terms: You acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions, the Privacy Policy, and all applicable laws, rules, and regulations. Your use of the Services constitutes your acceptance of these Terms.

Voluntary Agreement: You agree to these Terms of your own free will and deed, fully understand ing their contents, meaning, implications, and effects without limitation or qualification. You warrant and covenant not to use or access our Services or the Platform if you have any objections or reservations against any provision in these Terms.

Professional Advice: You warrant that you have received professional and/or legal advice and guidance regarding these Terms and Conditions.

Your use of a Brooky.io Account and access to the Services are subject to these Terms and Conditions and the Privacy Policy, whether accessed through the Platform’s website or by other means. Certain functionalities or products may require you to agree to supplemental terms and conditions, which, along with the Privacy Policy, form part of this Agreement.

Definitions

The following terms shall have the meanings ascribed to them below, unless repugnant to the context or otherwise indicated:

Binding Effect

By signing up and opening a Brooky.io Account, logging in to your Brooky.io Account, or using the Platform, you:

a. Agree that you have read, understood, and are bound by these Terms and Conditions, the Privacy Policy, and all applicable laws, rules, and regulations;

b. Agree to be fully and wholly bound by these Terms and Conditions of your own free will and deed;

c. Fully understand and acknowledge the contents, meaning, implications, and effects of these Terms and Conditions without limitation or qualification;

d. Warrant and covenant that you would not use or access our Services or the Platform if you had any claim or reservation against any matter in these Terms and Conditions; and

e. Warrant that you have received professional and/or legal advice and guidance to read, understand, and agree to these Terms and Conditions.

You expressly agree that your use of a Brooky.io Account and your availment of the Services shall be governed by these Terms and Conditions and the Privacy Policy, whether such use is directly through Brooky.io’s website or by other means.

Acceptable Use Policy

This section outlines the rules and guidelines that users must follow while using the Platform. Including but not limited to prohibitions on illegal activities, abuse, harassment, infringement of intellectual property rights, etc. 

Intellectual Property

The Platform properties, including but not limited to the materials on the Platform such as text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and the like (the “Materials”), remain the sole property of the Company and/or its licensors. Without the express written consent of the Company, you shall not cause the Materials to be copied, reproduced, translated, exhibited, transmitted, transferred, assigned, marketed, licensed, leased, or sold in any manner or in any form, whether for commercial or noncommercial purposes.

You may not modify, reverse engineer, translate, decompile, or disassemble the Platform and/or the Services, the Materials, or any of its parts, derivatives, and forms.

Acceptable Use Policy

You agree to be bound by the following acceptable use policies:

Compliance with Laws: You shall use the Platform and any and all of the Services in accordance with all applicable laws, regulations, other guidelines issued by government agencies, and these Terms and Conditions.

Unauthorized Access: You shall not seek to gain unauthorized access or exceed authorized access with regard to your Brooky.io Account and any other part of the Platform.

Prohibited Activities: You shall not use the Platform, its customer service channels, and/or any and all of the Services for the following purposes:

a. to violate any law, regulation, or issuance by any competent legal authority;

b. to facilitate the sale of any object that is outside the commerce of men;

c. to violate public interest, public morals, or the legitimate interests of others;

d. to facilitate transactions involving illegal drugs, drug paraphernalia, and other controlled substances in accordance with applicable law;

e. to cause any harm or damage any part of the Platform or the Services;

f. to cause any harm or damage to any user of the Platform or Services;

g. to threaten, abuse, or invade another's privacy;

h. to facilitate transactions involving products that endanger safety, health, and well-being;

i. to facilitate transactions involving stolen, smuggled, or otherwise illegally acquired goods and/or services;

j. to facilitate transactions involving firearms, explosives, ammunition, and any other prohibited weapon or accessories;

k. to facilitate the infringement of any intellectual property right;

l. to facilitate cybercrimes and other illegal activities;

m. to facilitate child pornography;

n. to facilitate prostitution and other sexually-oriented services;

o. to facilitate transactions relating to pornography;

p. to send unsolicited or unauthorized electronic communication or spam;

q. to facilitate any form of larceny, theft, robbery, estafa, or embezzlement; and

r. to facilitate any and all transactions or activities that encourage, incentivize, are related to, or actually constitute illegal and/or criminal activities.

Amendments and Revisions

a. By using the Platform and its Services, you explicitly agree that:

i. These Terms and Conditions and the Privacy Policy may be amended from time to time by the Company by updating their respective pages.

ii. This provision does not violate the principle of mutuality of contracts and has been agreed to freely and voluntarily by you. In compliance with applicable privacy laws, substantial changes to the Privacy Policy will prompt notification to you and require your consent to be bound to such changes.

b. You are responsible for regularly visiting this page to stay updated on any changes made to these Terms and Conditions. We may, at our sole discretion, notify you of changes or updates through additional means such as pop-up or push notifications within the Services, or email.

c. Your continued use of the Services, access of your Brooky.io Account, or non-termination of your Brooky.io Account within twelve (12) hours after changes are posted, constitutes your acceptance of these modified Terms and Conditions.

d. You understand that we may implement new features, change existing features, set conditions for access, suspend, or permanently discontinue service or features without prior notice. We will provide notice and sufficient time as determined solely by us if there will be changes, temporary suspension, or permanent discontinuance of your Brooky.io Account, a service, or feature. We will not be liable for any loss or damage suffered by You should we exercise our rights under this section.

Account Creation

a. To use or avail of any of the Services, you are required to register and open an account on the Platform.

b. By signing up and opening a Brooky.io Account, registering on the Platform, or availing of the Services, you affirm and warrant that you satisfy the following conditions:

i. You have the legal capacity to access and use the Platform and/or the Services and to enter into agreements with the Company.

ii. If you are a natural person, you are at least eighteen (18) years of age and have the legal capacity to act and enter into an agreement with the Company under applicable laws.

iii. If you are representing a juridical person or any other entity, you are duly authorized by such entity to represent and bind it to these Terms.

iv. You are not a resident of an unsupported jurisdiction where availing of the Services is prohibited by law.

v. All information provided by you is true, accurate, and complied with in all respects at all times.

vi. You have not been previously suspended or prohibited from maintaining a Brooky.io Account or using the Platform.

c. By creating a Brooky.io Account and using the Platform, you warrant and undertake to:

i. Provide accurate, current, and complete Registration Data;

ii. Provide accurate and true information in communications with other Users or with us;

iii. Maintain the confidentiality of your password and account;

iv. Maintain and promptly update your Registration Data and any other information provided to the Company;

v. Accept all risks of unauthorized access to your Registration Data and any other information provided to the Company.

d. You are solely responsible for all activities that occur using your Account, whether authorized by you or not. You must immediately notify the Company of any unauthorized use of your password or Account or any other breach of security.

e. We may terminate your account and access to our Platform if we discover false or misleading Registration Data, fraudulent Accounts, or if you engage in spam or fraudulent activities, or use the Platform contrary to the Terms and Conditions. We reserve the right to suspend or cancel your Account, restrict your access to the Platform, under our sole discretion, if we suspect unauthorized or fraudulent use.

f. Without limiting other remedies, we reserve the right to limit or modify your access to the Platform, issue warnings, and impose fees and penalties pursuant to these Terms and Conditions and any supplemental policies issued from time to time.

g. We may impose additional conditions and qualifications for eligibility to use the Platform and avail of the Services at our sole discretion.

h. You agree to provide complete and accurate information required by the Platform and to keep such information up to date. We are entitled to rely on such information until we receive written notice of any changes.

i. You are responsible for maintaining the confidentiality of your password and other account details. Any person to whom your username or password is disclosed is authorized to act as your agent. You must accept responsibility for all activities under your Account and notify us immediately of any unauthorized use or security breaches.

j. We may require you to provide information or documentary proof regarding matters related to your Account, and you must comply with such requests.

Ownership and Proprietary Information

a. The Content and information on the Platform, including the selection and arrangement of the Content and information, are proprietary to the Company and/or its licensors, suppliers, publishers, rights holders, or other content providers. The Platform and all Materials are protected by all applicable trademark and copyright laws, including without limitation the Intellectual Property Code of the Philippines.

b. Company logos, Platform logos, and all other product or service names or slogans displayed on the Platform are owned by the Company and/or its licensors, suppliers, publishers, rights holders, or other content providers and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company or the applicable trademark holder. The look and feel of the Platform, including all page headers, custom graphics, button icons, and scripts, are the service mark, trademark, and/or trade dress of the Company and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

c. Subject to the terms, conditions, and restrictions set forth in this Terms and Conditions, the Company grants you a limited, non-exclusive, personal, non-sublicensable, and revocable license to access and use the Platform and to view, copy, and print portions of the Materials (the “License”). The rights granted to you through the License are limited to the following:

i. You may only view the Materials for your own informational, personal, and non-commercial use. If you are a business, you may use the Platform for your internal and legitimate business purposes.

ii. You may not modify or otherwise make derivative uses of the Platform or the Materials, or any portion thereof.

iii. You may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Platform and the Materials.

iv. You may not use any data mining, robots, or similar data gathering or extraction methods.

v. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company, without express written consent.

vi. You may not use any meta tags or any other “hidden text” utilizing the Company’s name or trademarks, without express written consent.

d. You agree not to access, search, or otherwise use the Platform through the use of any engine, software, tool, agent, device, mechanism, or automated means (including spiders, robots, crawlers, data mining tools, or the like) in any way that is harmful or damaging to the Company (as determined by the Company in its sole discretion).

e. Except as expressly stated in this Terms, you are not conveyed or granted, and nothing on the Platform may be construed as conveying or granting any right or license, by implication, estoppel, or otherwise, in or under any patent, trademark, copyright, or other intellectual or proprietary right of the Company or any third party.

f. You are granted a limited, non-exclusive, personal, non-sublicensable, and revocable right to create a text hyperlink to the Platform for purposes stated in this document, provided such link does not portray the Company, the Platform, or any of the products or services on the Platform in a false, misleading, derogatory, or otherwise defamatory manner, and provided the linking Platform does not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable.

g. The Platform may contain links to Third Party Platforms and third-party content ("Third Party Content"). You use links to Third Party Platforms, and any Third Party Content, at your own risk. The Company does not monitor or have any control over, and makes no claim or representation regarding Third-Party Content or Third-Party Platforms. The Company accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature, or reliability of, Third Party Content, Third Party Platforms, or websites linking to the Platform.

h. You represent and warrant that your use of the Platform, and the Materials will be consistent with the License and these Terms and Conditions, and will not infringe, misappropriate, or violate the rights of the Company or any other party, or breach any contract or legal duty to the Company or any other party, or violate any law.

i. The Company will be free to use any suggestions, comments, ideas, improvements, or other feedback or materials (“Suggestions”) that you provide to the Company in connection with the Platform. You disclaim any and all ownership rights in such Suggestions. The Company’s use includes the ability to use, disclose, reproduce, modify, license, transfer, and otherwise distribute, and exploit any of the foregoing in any manner.

DISCLAIMERS

Platform Operation and Control:

The Company does not warrant or guarantee continuous, uninterrupted, timely, secure, or error-free access to or use of the Platform. Interruptions to the operation or functionality of the Platform may occur for reasons beyond the Company’s control. The Company does not warrant or guarantee that the Services are error-free and/or that any defects or bugs will be corrected. Additionally, the Company reserves the right, in its sole discretion, to determine the content, appearance, design, functionality, and other aspects of the Platform.

Third-Party Services:

When using the Platform, You may have access to content and services provided by third parties ("Third Party Services"). The Company does not control or supervise Third Party Services and does not warrant the quality of such services. Your use of Third Party Services shall be governed by your contractual agreements with them. The Company disclaims all warranties and representations concerning such Third Party Services.

Platform Changes and Discontinuation:

The Company reserves the right, without notice and in its sole discretion, to terminate your license to use the Platform, block or prevent your future access to and use of all or any portion of the Platform, change, suspend, or discontinue any aspect of the Platform or Platform Content, and impose limits on the Platform or Platform Content.

WARRANTY DISCLAIMER

THE PLATFORM AND THE PLATFORM CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM OR MATERIALS IN THE PLATFORM ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS UNLESS MATERIALLY ATTRIBUTABLE TO THE COMPANY’S SOLE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL THE COMPANY OR ANY PARTIES PROVIDING PLATFORM CONTENT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OR THE INABILITY TO USE, THE PLATFORM, THE PLATFORM CONTENT, OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE PLATFORM. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY EXCEED THE AGGREGATE AMOUNT PAID TO THE COMPANY IN THE SIX MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM.

Indemnification

You agree to indemnify, defend, and hold harmless the Company and/or its Representatives against any Claim arising from or related to your use of the Platform in a manner that violates law, regulations, or these Terms, or any breach of your obligations under these Terms. The Company may control the defense of any indemnified claim at its own cost.

Confidentiality

Definition:

“Confidential Information” encompasses all information, regardless of form (e.g., written, verbal, electronic), tangible or intangible, pertaining to the business of the disclosing party or its affiliates, subsidiaries, or business associates. This includes business plans, financial information, designs, data, software, developments, customer information, and the terms of these Terms. Sales data is also considered Confidential Information.

Obligations:

You agree to maintain strict confidentiality regarding all Confidential Information of the Company and not to utilize such information for any purpose other than fulfilling your obligations and exercising your rights under these Terms. Confidential Information shall not be disclosed to any third party unless necessary for performance under these Terms.

Responsibility:

You are responsible for ensuring that your employees, affiliates, service providers, advisors, and representatives comply with the confidentiality obligations under these Terms. Reasonable measures must be taken to protect the confidentiality and prevent unauthorized use or disclosure of the Company’s Confidential Information.

Legal Compliance:

Disclosure of Confidential Information in response to legal demands such as subpoenas or court orders is permitted only after providing advance notice to the Company, to the extent legally permissible. Efforts should be made to limit the release of Confidential Information to the extent reasonably possible under the circumstances.