3D3N Technologies Universal User Agreement

1. Introduction

This Universal User Agreement ("Agreement") constitutes a legally binding contract between 3D3N Technologies, a Delaware corporation ("3D3N Technologies," "3D3N," "we," "us," or "our") and any individual or entity who accesses or uses the Platform ("User," "you," or "your").

This Agreement governs your access to and use of the 3D3N website, mobile applications, APIs, communication tools, listing interfaces, property management systems, payment facilitation features, and any other products or services provided by 3D3N (collectively, the "Platform").

By creating an account, accessing the Platform, or using any feature provided by 3D3N, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

If you do not agree to this Agreement, you must not access or use the Platform.

2. Legal Nature of 3D3N

3D3N provides software tools and digital infrastructure that enable Users to communicate, submit or view listings, exchange information, facilitate offers, coordinate transactions, and make payments through third-party processors. 3D3N is not a party to any transaction or agreement between Users unless expressly stated in writing.

3D3N is not:

• A real estate brokerage, agent, representative, escrow agent, fiduciary, legal advisor, or financial advisor;
• A guarantor of any transaction or listing accuracy;
• A party responsible for due diligence, inspection, regulatory compliance, or verification of property ownership, credentials, or contractual obligations between Users.

Any roles requiring licensing, regulated status, or fiduciary duties must be expressly established through a separate written agreement with 3D3N.

3. Supplemental Terms and Role-Based Addendums

This Agreement applies universally to all Users, regardless of role or purpose on the Platform (including buyers, sellers, brokers, landlords, tenants, service providers, lenders, contractors, or testers).

Certain features or roles may be subject to additional terms, including but not limited to:

• Service Provider Participation Addendums
• Licensed Facilitator or Brokerage Addendums
• Financial Intermediary or Custodial Addendums

Such terms will be presented at the time of activation of the relevant feature or role and will supplement or supersede portions of this Agreement where expressly stated. Continued use of such features constitutes acceptance of those additional terms.

4. Amendments to this Agreement

3D3N may modify or update this Agreement at any time. Changes will become effective upon:

• Posting the revised Agreement on the Platform, or
• Providing notice by email or through user dashboards.

Your continued use of the Platform after such changes constitutes acceptance of the revised Agreement. If you do not agree to the updated terms, you must immediately cease using the Platform and close your account.

5. Capacity and Authority

By using the Platform, you represent and warrant that:

• You are at least 18 years of age, or legally eligible to enter into binding contracts in your jurisdiction;
• You have the authority to bind any company or organization you register on behalf of;
• Your use of the Platform does not violate any applicable laws or contractual restrictions.

6. Account Registration

To access certain features of the Platform, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration;
• Maintain and promptly update such information as necessary;
• Maintain sole responsibility for all activity conducted under your account, regardless of whether such activity was authorized by you.

You are solely responsible for safeguarding your login credentials. 3D3N is not liable for any loss or damage arising from unauthorized access caused by your failure to secure your account.

7. Identity Verification and Compliance Screening

3D3N may, at any time and at its sole discretion:

• Request identity verification, including government-issued identification, proof of address, corporate registration documents, or beneficial ownership records;
• Request additional information regarding your intended use of the Platform;
• Screen your information against governmental or third-party databases for fraud prevention, anti-money laundering (AML), and sanctions compliance purposes.

Failure to provide requested information may result in suspension, restriction, or termination of your account.

8. Representations Regarding Legal Use

You represent and warrant that your use of the Platform will comply with all applicable laws, including:

• Real estate licensing regulations;
• Consumer protection laws;
• Anti-money laundering (AML) and counter-terrorist financing (CTF) requirements;
• Economic sanctions programs (including OFAC, Canada's SEMA, or equivalent international regulations).

3D3N does not guarantee that Platform use is legal in any specific jurisdiction. It is your sole responsibility to determine whether your use of the Platform complies with local, state, provincial, or federal requirements.

9. Authorized Users and Account Control

If you create an account on behalf of an organization, you acknowledge and agree that:

• You are authorized to bind the organization to this Agreement;
• You may grant access to other individuals ("Authorized Users");
• You are responsible for all actions performed by Authorized Users under your account.

You must ensure that all Authorized Users comply with this Agreement. Any breach by an Authorized User shall be deemed a breach by the account holder.

10. Account Transfers and Ownership Disputes

Accounts are non-transferable without the prior written consent of 3D3N.

In the event of a dispute regarding account ownership, 3D3N may:

• Request documentation to determine rightful control (e.g., business license, formation documents, corporate resolutions);
• Temporarily freeze account access until ownership is resolved;
• Transfer account control based on reasonable judgment and available evidence.

3D3N's decision in such matters shall be final and binding.

4.1 General Duty of Good Faith

All Users agree to act honestly, lawfully, and in good faith while accessing or interacting with the Platform. Users shall not engage in deceptive or manipulative practices aimed at exploiting 3D3N, other Users, or any connected services.

4.2 Accuracy of Information

Users represent and warrant that all information provided to the Platform—whether during registration, onboarding, transactions, communications, or listing creation—is true, accurate, and complete to the best of their knowledge. Users shall promptly update any information that becomes outdated or incorrect.

4.3 Prohibited Conduct

Users agree not to:

• Interfere with, disrupt, or attempt to gain unauthorized access to the Platform or its underlying infrastructure.
• Scrape, crawl, or extract data from the Platform without explicit written authorization.
• Upload or transmit any content that is false, misleading, defamatory, fraudulent, harassing, discriminatory, obscene, or unlawful.
• Use the Platform for activities that promote violence, hate, or exploitation, including financial scams.
• Engage in activity that artificially manipulates visibility, pricing, demand, or Platform metrics.
• Attempt to bypass Platform rules, fees, security systems, fraud prevention tools, or dispute mechanisms.

4.4 Responsible Communication and Collaboration

Users must maintain professional conduct when interacting with other Users, service providers, or authorized Platform representatives. Harassment, abuse, intimidation, or retaliatory behaviors are strictly prohibited.

The Platform reserves the right to monitor communications conducted through the Platform solely for the purposes of trust, safety, dispute prevention, or transactional accuracy. However, 3D3N does not monitor private communications outside of the Platform and bears no responsibility for independent arrangements made without official Platform oversight.

4.5 No Circumvention

Users shall not attempt to circumvent the Platform by initiating transactions, communications, agreements, or payments outside of the Platform when such interactions originated through the Platform.

3D3N reserves the right to assess platform fees or take enforcement action if circumvention is detected, including but not limited to account suspension or legal recovery of bypassed fees or damages.

4.6 Responsibility for Connected Accounts and Devices

Users are responsible for maintaining control of their login credentials, including passwords, authentication devices, or identity verification tokens. Any action taken through a User's account shall be presumed to be authorized by that User.

If unauthorized access is suspected, Users must immediately notify 3D3N. 3D3N shall not be liable for any actions taken via a compromised account prior to such notification.

5.1 Limited License to Use the Platform

Subject to compliance with this Agreement, 3D3N grants the User a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform solely for lawful purposes and strictly in accordance with its intended functionality.

No ownership interest or proprietary rights are transferred to the User by virtue of Platform access.

5.2 Platform Intellectual Property

All rights, title, and interest in and to the Platform — including but not limited to:

• Software architecture, source code, algorithms, databases, and system design,
• Branding elements, trademarks, trade dress, user interface layouts,
• Content, documentation, transaction logic, and operational frameworks,

are and shall remain the exclusive property of 3D3N Technologies or its third-party licensors, whether registered or unregistered.

5.3 User Content License

By uploading, submitting, or publishing any content (including listings, communications, documents, descriptions, images, or transactional data), the User grants 3D3N a worldwide, royalty-free, transferable, sublicensable license to host, process, display, store, reproduce, archive, transmit, and distribute such content solely for the purpose of:

• Operating or improving the Platform,
• Facilitating transactions or communications between Users, or
• Complying with legal or regulatory requests.

3D3N does not claim ownership over User-generated content outside of the scope of Platform use.

The license in this Section 5.3 does not include a right to use User-generated content, product data, documents, users, or document dumps as advertising or publicity. Identification of an organizational customer by company name and logo is governed separately by Section 5.6.

5.4 Restrictions on Use

Users shall not, directly or indirectly:

• Copy, reverse-engineer, decompile, disassemble, attempt to derive source code, or create derivative works of the Platform.
• Replicate Platform logic, UI/UX elements, or business model for competitive use without explicit written consent.
• Use automated tools (e.g., bots, scripts, data miners) without authorization.
• Exploit Platform vulnerabilities, testing environments, or staging interfaces.

5.5 Feedback and Contributions

Any suggestions, feedback, feature requests, or improvements voluntarily submitted by the User to 3D3N may be used without obligation or compensation, and shall be deemed non-confidential and non-proprietary unless otherwise agreed in writing.

5.6 Publicity and Trademarks

If you use the Platform as an organization (including a company, organization, trust, or other business customer), you grant 3D3N a limited, revocable, non-exclusive, non-transferable, royalty-free license to use your then-current company name and logo (the "Customer Marks") solely to identify you as a customer of 3D3N. Permitted uses include displaying Customer Marks on a customers page or logo wall, on 3D3N websites, and in sales or investor presentations.

This license does not transfer ownership of any Customer Marks. All goodwill arising from 3D3N's use of Customer Marks inures to you or your licensors. 3D3N will use Customer Marks in a professional manner consistent with any brand guidelines you reasonably provide.

The license is limited to identification as a customer. 3D3N will not, without your prior written approval, attribute quotes, testimonials, case-study results, or endorsements of outcomes to you, or imply that you sponsor, certify, or recommend any particular 3D3N product outcome.

This Section 5.6 does not authorize 3D3N to use your product data, documents, users, Authorized User identities, document dumps, or other User-generated content as advertising, marketing, or publicity. Those materials remain subject to Section 5.3 and the Privacy Policy.

You may opt out of the uses described in this Section 5.6 at any time by sending written notice to contact@3d3n.ai . 3D3N will cease new uses of Customer Marks and, within a commercially reasonable period, remove Customer Marks from its websites and from materials it reasonably controls after: (a) receiving such written request; (b) termination or expiration of your account or this Agreement; or (c) you notify 3D3N that a Customer Mark has changed or been withdrawn. Already-distributed printed materials may take additional time to exhaust.

If a separate written order, enterprise agreement, or addendum between you and 3D3N addresses publicity, that writing controls to the extent of any conflict with this Section 5.6.

6.1 Payment Facilitation via Third-Party Providers

3D3N does not directly process or store payment credentials. All monetary transfers, deposits, subscription charges, earnest money payments, or service-related transactions conducted through the Platform are facilitated exclusively via third-party providers, including but not limited to:

Stripe, Stripe Connect, Stripe Treasury, or related banking/payment partners.

By transacting on the Platform, the User agrees to be bound by Stripe's Terms of Service and all applicable financial compliance frameworks, including Know Your Customer (KYC), Anti-Money Laundering (AML), Counter-Terrorist Financing (CTF), and sanctions screening requirements.

6.2 Custodial / Non-Custodial Model

Unless otherwise explicitly stated:

• 3D3N does not operate as a financial custodian or trustee.
• Funds do not sit under 3D3N-controlled accounts unless mandated by Stripe's escrow-style features or legal requirements.
• Users acknowledge that all transfer of funds is conducted directly between relevant counterparties via payment processor infrastructure.

6.3 Platform Fees & Pricing Structure

At present:

• No transaction fees, success fees, or commissions are charged on property sales or offers.
• Subscription-based pricing exists for certain services, including but not limited to:
  • Property management features,
  • Homeowner association (HOA) / condominium management tools,
  • Unit-based billing structures.

Pricing is subject to change at 3D3N's discretion with prior notice, and custom or negotiated pricing agreements may apply to enterprise-level accounts.

6.4 Refunds, Chargebacks & Financial Disputes

Unless otherwise stated in a separate written agreement:

• All payments made through the Platform are considered final and non-refundable, except where mandated by Stripe or applicable financial regulations.
• Chargeback disputes shall be handled directly between Stripe and the disputing User.
• 3D3N does not arbitrate financial disagreements or enforce compensation between Users.

6.5 Liability for Failed or Aborted Transactions

3D3N does not guarantee that any payment, deposit, offer, closing, or transaction initiated through the Platform will be completed.

• Users bear all financial risk arising from failed closings, delayed transfers, partial payments, or counterparty non-performance.
• 3D3N is not responsible for loss of funds due to user error, fraud conducted by other users, misrepresentation, or external bank/payment delays.

6.6 Taxes, Reporting & Compliance

Each User is solely responsible for:

• Reporting income, capital gains, or losses associated with Platform usage,
• Remitting applicable sales tax, VAT, GST/HST, or withholding taxes,
• Complying with individual or jurisdictional financial or brokerage regulations.

7.1 Right to Investigate and Audit

3D3N reserves the unrestricted right, but not the obligation, to investigate, audit, or review any account, transaction, or activity on or related to the Platform. Such investigations may include reviewing data, documents, communications, or payment records where:

• Fraud, misrepresentation, deceptive conduct, or money laundering is suspected;
• Illegal, unethical, or unauthorized Platform use is reported;
• Chargebacks, payment reversals, or sanctions screening alerts occur;
• Government authorities, law enforcement, regulators, or courts request cooperation.

Users agree to cooperate fully with any 3D3N investigation and promptly provide all requested documentation or information. Failure to cooperate may result in immediate account suspension or termination and a presumption of misconduct for enforcement purposes.

7.2 Grounds for Suspension, Restriction, or Termination

3D3N may, at its sole discretion and without prior notice, suspend, restrict, limit functionality, or permanently terminate a User Account if:

• Identity verification fails, or KYC/AML documentation is incomplete or inconsistent;
• The User engages in fraudulent, deceptive, or high-risk activity, including fake listings or impersonation;
• The User manipulates offers, inflates bids, or colludes to distort Platform metrics;
• The User violates any provision of this Agreement, applicable laws, or a valid court order;
• The User engages in abusive, harassing, or hostile conduct toward 3D3N personnel or other Users;
• Continued access presents a security, compliance, or reputational risk to 3D3N or its partners.

Termination decisions are final and may be made without notice where legal, regulatory, or operational risk requires immediate action.

7.3 Withholding, Reserve, and Disbursement Control

3D3N, directly or through its payment partners, may withhold, delay, reserve, or conditionally release funds if:

• Fraud, chargeback abuse, sanctions exposure, or financial irregularities are suspected;
• A dispute, claim, or government inquiry is pending;
• The User has breached any term of this Agreement.

Such withholding does not constitute wrongful seizure or assumption of liability. 3D3N may maintain a reserve for up to 180 days (or longer where legally required) to cover potential losses, regulatory penalties, or dispute resolutions.

7.4 Reporting, Cooperation, and Disclosure

3D3N may share information or documentation with:

• Financial institutions, payment processors, or card networks;
• Law enforcement, regulators, or tax authorities;
• Affected counterparties, victims, or complainants;

when required for fraud prevention, risk management, or legal compliance.

Users consent to such disclosure and waive any confidentiality or privacy claims to the extent permitted by law.

7.5 No Obligation to Reinstate or Recover Data

Suspension or termination may result in the irreversible deletion of data, messages, offers, or listings. 3D3N is not obligated to restore access or recover historical data following termination. No refund, credit, or prorated reimbursement shall be due for any unused subscription period or lost access.

7.6 Indemnification and Cost Recovery

Users agree to indemnify, defend, and hold harmless 3D3N, its affiliates, officers, employees, contractors, and licensors from and against any and all claims, actions, damages, losses, liabilities, costs, or expenses (including legal fees and enforcement costs) arising from:

• The User's breach of this Agreement;
• The User's negligence, fraud, or intentional misconduct;
• Any third-party claim, government inquiry, or regulatory penalty arising from the User's activity.

This indemnity shall survive account termination or deletion and shall apply to claims brought by any third party, including other Users, governmental entities, or financial institutions.

7.7 Limitation of Liability

3D3N's total cumulative liability to any User for any claim arising under or related to this Agreement shall not exceed the lesser of:

• The total fees paid by the User to 3D3N within the twelve (12) months preceding the claim, or
• One hundred U.S. dollars (USD $100).

In no event shall 3D3N be liable for any indirect, incidental, consequential, exemplary, or punitive damages, including loss of profits, business, data, or goodwill, even if advised of such possibility.

7.8 Survival of Terms

The following provisions shall survive any termination or expiration of this Agreement: Indemnification (7.6), Limitation of Liability (7.7), Governing Law and Dispute Resolution (8.1–8.3), Intellectual Property Rights (5.2–5.3), and the obligation in Section 5.6 to cease use of Customer Marks.

8.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law rules.

For Users located in Canada, this Agreement is concurrently enforceable under the laws of the Province of Ontario, provided such enforcement is necessary to satisfy mandatory consumer-protection or compliance obligations.

3D3N does not waive the applicability of any mandatory federal, provincial, or state regulations that may apply to Users in their local jurisdiction.

8.2 Tiered Dispute Resolution Process

Unless prohibited by law, all disputes, controversies, or claims arising out of or relating to this Agreement or the Platform shall proceed as follows:

1. Informal Resolution (Mandatory First Step) – The User must first contact 3D3N at contact@3d3n.ai to attempt good-faith resolution.
2. Processor Disputes – Any billing errors, chargebacks, or payment irregularities must be addressed directly with Stripe or the applicable payment processor, pursuant to their procedures.
3. Binding Arbitration – If unresolved within thirty (30) days, either party may require that the dispute be resolved by binding arbitration administered by the American Arbitration Association (AAA) or JAMS, in Delaware, conducted in English, and governed by the Federal Arbitration Act (FAA). Each party shall bear its own costs unless the arbitrator determines otherwise.
4. Court Exceptions – Claims seeking injunctive relief, intellectual-property enforcement, or government-mandated proceedings may be brought directly before courts of competent jurisdiction in Delaware (United States) or Ontario (Canada), as applicable.

8.3 Class Action Waiver and Consolidation Restriction

To the fullest extent permitted by law, each User agrees that any dispute shall be brought only in an individual capacity and not as a class, collective, representative, or consolidated action. The arbitrator shall not consolidate claims or preside over any form of class or representative proceeding.

8.4 Limitation of Liability

3D3N's total cumulative liability to any User arising out of or relating to this Agreement shall not exceed the lesser of:

• (a) the total amount of fees actually paid by the User to 3D3N in the twelve (12) months preceding the event giving rise to the claim; or
• (b) USD $100.00.

In no event shall 3D3N, its affiliates, officers, employees, or agents be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, data, goodwill, or opportunity, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.

8.5 Indemnification

The User shall indemnify, defend, and hold harmless 3D3N Technologies, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, losses, liabilities, damages, fines, penalties, expenses, and costs (including reasonable attorneys' fees) arising from or relating to:

• The User's breach of this Agreement;
• Misuse of the Platform or violation of law;
• Any third-party claim resulting from the User's actions, content, listings, or transactions; or
• Regulatory or legal proceedings initiated against 3D3N due to the User's conduct.

This obligation survives termination of the User's account and cessation of Platform use.

8.6 Force Majeure

3D3N shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, supply-chain interruptions, internet outages, governmental actions, or the failure of third-party service providers.

8.7 Severability

If any provision of this Agreement is held invalid or unenforceable by a competent tribunal, such provision shall be limited or modified only to the extent necessary to achieve enforceability, and the remaining provisions shall remain in full force and effect.

8.8 Assignment

3D3N may assign or transfer its rights and obligations under this Agreement to any successor entity or affiliate in connection with a merger, acquisition, or corporate restructuring. Users may not assign or transfer their accounts or rights without prior written consent from 3D3N.

8.9 Survival of Key Obligations

The following sections survive account termination or Agreement expiration: Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, Data Rights, and Payment Obligations.

8.10 Entire Agreement

This document constitutes the entire and exclusive agreement between the User and 3D3N Technologies regarding Platform use, superseding all prior or contemporaneous understandings, whether oral or written. No course of conduct or trade usage shall modify the terms herein without express written consent from 3D3N.