Floweal Desk Terms and Conditions

1.1 Welcome to Floweal Desk. Use of Floweal Desk is authorized under these Terms and Conditions by Lodgerin USA Inc., a corporation organized under the laws of the State of Florida, doing business as "Floweal," with its registered address at 10750 NW 66th St, Apt 306, Doral, FL 33178, United States (hereinafter, "Floweal Desk," "Floweal," "we," or "us"), reachable at legal@floweal.com.

1.2 For purposes of these Terms and Conditions, "Floweal Desk" and "Platform" mean Lodgerin USA Inc. d/b/a Floweal, together with its Affiliates.

An Affiliate of Lodgerin USA Inc. is any company, corporation, or other entity that controls, is controlled by, or is under common control with Lodgerin USA Inc. (the "Affiliates"). "Control" and "controlled" mean the power to direct the management of the relevant entity.

2.1 PLEASE READ THIS DOCUMENT CAREFULLY.

This document is a contract that creates legal obligations for you. These Terms and Conditions of Use of the Platform (the "Terms and Conditions," "Terms of Use," or "T&Cs") are binding and govern the conditions of use, access, and utilization of the Platform available on its website, accessible at management.floweal.com.

2.2 Access to the Platform confers the status of "Client Institution" on any educational institution, company, organization, or similar entity that, through a duly authorized individual representative, uses the Platform, and requires full and unqualified acceptance of these Terms and Conditions and of the Platform's Privacy Policy. Unqualified acceptance of these Terms of Use, in their entirety, is a prerequisite to using the Platform.

You represent that you have read, understood, and fully accepted these Terms of Use. If you do not agree with these Terms and Conditions, please do not access or use the Platform.

2.3 Floweal reserves the right to update these Terms and Conditions from time to time, whenever it considers it appropriate or to adapt them to regulatory changes or to provide you with a better service. IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS AND CONDITIONS. If you continue to use the Platform after any modification of these T&Cs, you will be deemed to have expressly and unconditionally accepted such modification. If you do not accept a modification of these Terms and Conditions, you may not continue using the Platform, and these Terms and Conditions will be deemed terminated.

2.4 You are not authorized to use the Platform if (a) the individual representing the Client Institution is under the age of 18, has not reached the legal working age, and/or lacks the legal capacity to contract, or (b) the Client Institution has been prohibited by a judicial or administrative authority from accessing and/or using this type of service in its jurisdiction, in the place where it is established, or in the place from which it accesses the Platform.

2.5 Use of the Platform also requires acceptance of any notices, usage rules, and instructions brought to the Client Institution's attention by Floweal after acceptance of these Terms and Conditions.

3.1 The Platform is a mobility-management website that enables the Client Institution to centralize the search for housing, documentation, and coordination of its mobility programs (the "Services").

3.2 Floweal is not an advisor and does not provide labor or legal advice of any kind. As a customer, the Client Institution is solely responsible for its own use of the Platform. Any guidance Floweal may provide regarding possible uses of the Platform does not constitute advice or consulting regarding the Client Institution's obligations under applicable law, whether in labor, tax, social security, or any other legal matter.

4.1 To access the Platform, the Client Institution must provide certain information (i) as part of the registration process, and (ii) for continued use of the Platform. The Client Institution expressly agrees, and undertakes, to provide accurate, truthful, current, and complete information as necessary to register on the Platform and at any other time it becomes necessary during use of it (the "Registration Data"). The Client Institution agrees to keep its Registration Data up to date.

4.2 The Platform reserves the right to deny access to, and use of, the Platform and other services if it detects, or has reasonable grounds to believe, that the Client Institution has provided inaccurate, false, or fraudulent data.

4.3 Upon registering, the Client Institution will be asked to provide an email address and a personal password to create its account. The Client Institution understands and agrees that it is responsible for (i) maintaining the confidentiality of its Floweal Desk account, and (ii) regularly updating and checking its access. Accordingly, the Client Institution releases the Platform from any liability, and acknowledges and agrees that the Platform is not responsible for any issue arising from or related to its account resulting from its failure to protect, or to take reasonably adequate measures to protect, the email account used to access the Platform account. If the Client Institution becomes aware of, or suspects, unauthorized or illegitimate use of its username and/or password, it must notify the Platform immediately at legal@floweal.com.

4.4 Express acceptance of these Terms and Conditions, as well as of Floweal's general Privacy Policy, is required to complete registration.

4.5 After completing registration, the Client Institution must check its email and confirm activation of the account with a code sent to the email address provided, in order to begin using the Platform and any other services contracted.

5.1 Accessing and using the Platform requires a compatible device, certain software, and internet access, which may involve, for the Client Institution, certain additional charges depending on its payment plan, as well as occasional updates and new versions. The Client Institution expressly acknowledges and agrees that Floweal is not responsible, under any circumstances, for:

(a) The availability and/or speed of its internet connection, nor for any costs its internet connection may entail.

(b) The availability, compatibility, performance, and renewal of the Client Institution's software licenses necessary to use the Platform, nor for the cost of such licenses.

5.2 Because using the Platform requires hardware, software, and internet access, the Client Institution's ability to use the Platform may be affected by the performance of these elements. We strongly recommend using a high-speed internet connection. The Client Institution acknowledges and agrees that such technical requirements, which may change from time to time, are its sole and exclusive responsibility, and it releases Floweal from any liability for the inability to use, or unsatisfactory use of, the Platform resulting from such technical requirements.

Please also note that, if the Client Institution chooses to access the Platform through third-party authentication and account-verification services, such as Google Sign-In, the applicable third-party terms and conditions (e.g., the [Google Terms of Service](https://policies.google.com/terms)) may also apply to use of the Platform.

5.3 Regardless of the authentication method used, the Client Institution must keep its username and account password confidential and must not allow any unauthorized person to use its username, password, or any other form of authorization. The Client Institution must ensure it logs out of its Platform account after each use. The Client Institution is solely responsible for all activity conducted through its account, including any misuse of its username and password and any damage caused by such misuse.

Floweal may rely on the fact that provision of the Client Institution's username and password identifies and authenticates it as the Client Institution.

Floweal will not be responsible for any damages, costs, expenses, or fees arising from disclosure of the Client Institution's username, password, or other information to any other person.

5.4 If the security or confidentiality of the Client Institution's username, password, or any other form of authorization is compromised, it must notify Floweal immediately at legal@floweal.com.

6.1 The Platform (or any Floweal software) is made available to the Client Institution directly through the Platform or indirectly through licensed distributors, partners, or resellers. In this regard, the Client Institution understands that Floweal holds title to, or has sufficient and necessary rights to, grant use of the Platform. Nothing herein shall be construed as granting the Client Institution any ownership right in the Platform, and in no case shall this be construed as a sale.

6.2 Floweal hereby reserves all rights in and to the Platform and/or Floweal's software.

7.1 The Client Institution may use the Platform as a web application, compatible with major internet browsers. Access does not require any download and allows real-time use from any internet-connected device.

7.2 The Client Institution may use the Platform to:

Store and organize visas, passports, insurance policies, and other important documents securely and accessibly, relating to the individuals who will take part in each mobility program (the "Relocatees").

Automate invoicing, easily track payments, and control costs associated with each program and each Relocatee in a clear and structured manner.

Find the best accommodation option for each Relocatee's specific needs, among the accommodations offered for lease by property owners (the "Landlords").

Quickly and easily connect with trusted providers, facilitating the contracting of services essential to Relocatees' mobility and streamlining collaboration with third parties (the "Providers").

To facilitate this intermediation, Floweal makes available to the Client Institution an internal Platform chat so that it may communicate and agree on such matters as it considers appropriate with the Relocatee and with the Landlord.

7.3 Floweal also makes available to the Client Institution templates to facilitate contracting between the Client Institution and the Relocatee, the Landlord, or the Provider, as applicable. Because Floweal does not set the terms of that agreement and is not a party to it in any way, FLOWEAL IS NOT RESPONSIBLE FOR THE TERMS OF ANY CONTRACT FREELY AGREED BETWEEN THE CLIENT INSTITUTION AND THE RELOCATEE, LANDLORD, OR PROVIDER. Similarly, Floweal facilitates speed and security in the execution of agreements between the Client Institution and the Relocatee, Landlord, or Provider through the electronic-signature tool [Signaturit](https://www.signaturit.com/). Floweal merely facilitates access to that tool and is not responsible in any way for its operation.

7.4 The Client Institution must use the Platform solely for its intended purpose, in good faith, in accordance with applicable law, generally accepted standards of morality and good practice, public policy, and these Terms and Conditions. The Client Institution must at all times respect Floweal's intellectual and industrial property rights.

7.5 Use of the Platform, of Floweal's software, and/or of any Platform content for purposes or effects that are (or may be) unlawful, prohibited, or injurious to the rights and interests of third parties is strictly prohibited, as is any action that damages or may damage, disable, overload, or impair the Platform and/or causes damage or alterations of any kind not consented to by Floweal to the Platform, its content, or other Client Institutions or third parties generally.

In particular, by way of illustration and not limitation, the Client Institution may not:

(a) Systematically retrieve data or other content from the Platform (including collecting usernames and/or email addresses of Relocatees, Landlords, or Providers by electronic or other means) to create or compile, directly or indirectly, a collection, compilation, database, or directory, or to conduct data mining, without Floweal's prior written consent.

(b) Reproduce or extract data, information, and/or content from the Platform, or the Platform itself, for data-mining purposes, except with Floweal's prior express written authorization.

(c) Circumvent, disable, or otherwise interfere with the Platform's security features. The Client Institution may also not interfere with, disrupt, or place an undue burden on the Platform or the Services connected to it.

(d) Access or attempt to access any other Client Institution's Platform account.

(e) Deceive or defraud Floweal or other Relocatees, Landlords, or Providers, particularly in any attempt to obtain sensitive account or password information belonging to another Client Institution, or impersonate, or use the name of, another Client Institution.

(f) Misuse our support services or submit false reports of abuse or misconduct.

(g) Sell, share, or otherwise transfer its profile or credentials.

(h) Use any information obtained from the Platform to coerce, intimidate, threaten, abuse, or harm another person, including other Relocatees, Landlords, Providers, or Floweal employees.

(i) Upload or transmit (or attempt to upload or transmit) viruses, worms, trojans, or any other malware that interferes or may interfere with any Client Institution's use and enjoyment of the Platform.

(j) Use or provide the Services in any manner that modifies, impairs, interrupts, alters, or interferes with the use, features, functions, operation, and/or maintenance of the Platform.

(k) Infringe Floweal's intellectual and industrial property rights, including, among others, rights in databases, software (source code and object code), interfaces, and trademarks (whether registered or not).

7.6 In accordance with the foregoing, Floweal reserves the right to deny access to and use of the Platform and other services, including suspending or deleting the Client Institution's account, whenever the Client Institution uses the Platform in a manner contrary to these Terms and Conditions. As a last resort, Floweal also reserves the right to pursue legal action whenever it deems it appropriate.

8.1 Floweal Desk is licensed to the Client Institution as a flat annual fee, determined by the Client Institution's yearly volume of Relocatees, under the following tiers:

Desk Lite (up to 50 Relocatees/year): $8,000–$15,000 annual fee. Includes dashboard, basic reporting, and a no-obligation referral to Floweal Go for Relocatees.

Desk Standard (50–300 Relocatees/year): $12,000–$28,000 annual fee. Adds compliance documentation, AI alerts, and standard integrations.

Desk Pro (300–1,000 Relocatees/year): $28,000–$50,000 annual fee. Adds multi-city support, dedicated customer success, and advanced reporting.

Desk Enterprise (1,000+ Relocatees/year): $50,000–$90,000+ annual fee. Adds full API access, white-label options, and a 4-hour SLA.

Additional modular packs (compliance, API/integrations, multi-city, white-label, and the Floweal Implant on-site operations service) may be added to any tier for an additional fee, as set out in the applicable order form.

Entry terms are determined by the Client Institution's risk profile and decision-cycle length, as set out in the applicable order form: certain short-cycle Client Institutions may qualify for a 90-day free Starter period, conditioned on a minimum committed volume of Relocatees; other Client Institutions may be offered a paid 90-day pilot, creditable toward the first annual contract; and certain Enterprise-tier Client Institutions are offered a paid ad-hoc pilot with no free-tier option. The Floweal Go application remains available to Relocatees regardless of whether the Client Institution has a Floweal Desk subscription, subject to a separate Go Referral Agreement between Floweal and the Client Institution.

Floweal will charge the Client Institution the annual fee corresponding to its tier, plus any modular packs, as set out in the applicable order form or pricing schedule agreed with the Client Institution. Notwithstanding the foregoing, Floweal reserves the right to modify the conditions of these services in the future. Floweal will notify the Client Institution with reasonable advance notice of any new service terms. If the Client Institution does not agree with the new terms of use of that Platform service, the service will be deemed immediately terminated, and the Client Institution must automatically cease using it.

8.2 Floweal makes available to the Client Institution an external platform to facilitate the various payments. Our partners may vary and be changed from time to time and by region. Floweal's current external payment partner is [Stripe](https://stripe.com/). Floweal only provides technical access to Stripe's payment services. The scope of the service, pricing, third-party privacy practices, and the duties, obligations, and undertakings of that external provider toward third parties, the term, and any other conditions of use, including support, are governed by the terms and conditions of use and privacy policies that govern the contractual relationship between Client Institutions and that external provider.

8.3 The available payment methods for the Client Institution to pay Floweal are the following:

(a) Debit or credit card, through the Stripe platform.

(b) Any other payment method Stripe offers in available regions and that Floweal accepts. Our partners may vary and be changed from time to time and by region.

8.4 Both payment terms and methods will at all times comply with applicable law.

9.1 During the term of these Terms and Conditions, Floweal may, at any time, upon notice to the Client Institution, change the terms of these Terms and Conditions. Any change to essential contractual terms must be communicated by Floweal to the Client Institution.

10.1 Cancellation. Cancellation terms applicable to programs, bookings, and services contracted through the Platform will be as set out in the applicable order form, plan, or the specific contract entered into between Floweal and the Client Institution.

10.2 Refunds. Refund terms, if any, will likewise be as set out in the applicable order form, plan, or specific contract entered into between Floweal and the Client Institution.

11.1 Floweal is the sole and exclusive owner and/or holder of all Intellectual and Industrial Property rights in the Services and the Platform, as well as in any updates, improvements, revisions, extensions, modifications, adaptations, corrections, translations, or new versions Floweal may develop at its sole discretion and on a voluntary basis.

11.2 Without prejudice to the license to use the Platform, the Client Institution acknowledges and agrees that these Terms and Conditions do not grant or recognize in its favor any ownership right, right of use, or license of any kind in Floweal's trade names, trademarks, logos, domain names, or any other distinctive sign, nor in Floweal's Intellectual and Industrial Property rights in the Platform and the Services.

11.3 Floweal further has all permits, licenses, rights, and authorizations necessary to enter into and fully perform its obligations under these Terms and Conditions, including ownership of, or valid licenses to, all Intellectual and Industrial Property rights (including, without limitation, patents, if any, trademarks, database rights, and copyrights and design rights) necessary to perform any of its obligations under these Terms and Conditions.

11.4 The Client Institution agrees to respect and maintain Floweal's Intellectual and Industrial Property rights in the Platform and other services, as well as the documentation and supplementary information Floweal makes available in performance of these Terms and Conditions. In particular, the Client Institution agrees not to remove, hide, or modify any legal notice and/or reservation of proprietary rights (including copyright and trademark notices) attached to or included in the Services and/or the Platform.

11.5 The Client Institution will cooperate in good faith with Floweal in protecting the Intellectual and Industrial Property rights in the Platform and the Services, or any other Intellectual and Industrial Property rights, and will promptly inform Floweal of any infringement of such rights of which the Client Institution becomes directly or indirectly aware. If the Client Institution becomes aware of, or reasonably suspects, that Floweal's Intellectual and Industrial Property rights are being infringed, please contact us at legal@floweal.com.

11.6 The Client Institution acknowledges that reproduction, modification, distribution, commercialization, decompilation, disassembly, use of reverse-engineering techniques or any other means to obtain source code, transformation, or publication of any unauthorized benchmark test results of any element or utility integrated within the Platform is prohibited and constitutes an infringement of Floweal's Intellectual and Industrial Property rights, and the Client Institution accordingly agrees not to engage in any such conduct.

11.7 Floweal may request or collect, and/or the Client Institution may provide, suggestions, opinions, or comments in writing in connection with its use of the Services and the Platform (the "Feedback"). The Client Institution acknowledges and agrees that such Feedback will be deemed Floweal's property, that Floweal will be the exclusive owner of all Intellectual and Industrial Property rights, known or future, existing in the Feedback, worldwide and in perpetuity, and that Floweal will be entitled to use the Feedback for any purpose, commercial or otherwise, without compensation to the provider of the Feedback. Floweal also reserves the right to include the Client Institution's name and standard logo (if any) in its public customer lists, press releases, and similar materials.

11.8 For purposes of these Terms and Conditions:

(a) "Industrial Property" means rights in inventions, patents, and utility models, trademarks, trade names, logos, and any other distinctive signs, whether or not currently registered anywhere in the world, owned or lawfully used by Floweal, domain names, image rights, rights in commercial reputation or rights to sue for unfair competition, design rights (registered or not), rights in confidential information, trade and business secrets, and any other industrial and/or intellectual property right, registered or not, including applications for and renewals and/or extensions of such rights, as well as all similar or equivalent rights or forms of protection currently existing or that may be recognized in the future anywhere in the world; and

(b) "Intellectual Property" means copyright and related rights in any original work or creation, in any medium, tangible or intangible, analog or digital, including, without limitation, (i) texts, memoranda, reports, manuals, presentations, and any other written works (in any medium and through any technique or method); (ii) software (including source code, user manuals, and other preparatory materials), computer programs, and databases; and (iii) descriptions, training materials, diagrams, and supporting materials, as well as the results of transforming, modifying, updating, adapting, creating new versions of, or otherwise changing such works or creations.

12.1 By accepting these Terms and Conditions, the Client Institution must also accept Floweal's Privacy Policy. Floweal takes the privacy of its Client Institutions seriously and undertakes to use the information provided by the Client Institution in accordance with its Privacy Policy and the consent given by the Client Institution in each case.

12.2 Each party represents and warrants to the other that it will comply with all legal obligations applicable to it regarding personal data protection. Each party is responsible for its own breaches and undertakes to hold the other party harmless from damages resulting from its own privacy-related breaches.

12.3 Floweal and its Affiliates may use usage and analytics information, as well as certain statistical and aggregated data, to improve and further develop the Platform and Floweal's other services. Before using such data, however, Floweal carries out an anonymization procedure, converting it into aggregated, anonymous, and statistical data such that it does not identify, and cannot be used to identify, the Client Institution or the individuals duly authorized to act on its behalf (for example, price indices, price-benchmarking services, etc.). Such data may be derived from the Client Institution's data, combined with data from other customers.

12.4 Floweal and the Client Institution undertake to keep confidential the existence and content of all documentation and information provided, transmitted, or disclosed, regardless of the method, form, or medium used (the "Confidential Information"), and undertake not to disclose it to any third party or make any public disclosure without the other party's prior written authorization.

12.5 Without limitation, Confidential Information includes information relating to Client Institution data, its existence, its structure, promotion and sales plans, source and object code of computer programs, systems, techniques, Intellectual and Industrial Property, technical and non-technical data, drawings, sketches, financial data, plans relating to new products, data relating to customers or prospective customers, and any other information used in Floweal's business.

12.6 The confidentiality obligation will survive termination, for any reason, of the contractual relationship between the parties.

12.7 Breach of the confidentiality obligation assumed in these Terms and Conditions, or failure to return the Confidential Information referred to above, will entitle either party to claim damages resulting from such breach, subject to the limits set out in Section 13.4 below regarding Floweal's liability.

12.8 The confidentiality obligation will not apply where:

(a) the information, after having been disclosed as Confidential Information, becomes publicly available through no breach of this clause; or

(b) the receiving party lawfully possessed the information at the time it was disclosed by the disclosing party, or obtained it independently and prior to its disclosure by the disclosing party; or

(c) the receiving party demonstrates that it lawfully obtained the information, without restriction, from a third party not bound by similar confidentiality obligations to the disclosing party; or

(d) disclosure is legally required pursuant to a valid order of a competent administrative authority, court, or tribunal, provided the receiving party so required promptly notifies the disclosing party of receipt of such requirement, so that the disclosing party may assess whether it is possible to avoid disclosure or provide any reasonably requested support to the receiving party.

12.9 U.S.-Based Processing. The Platform is hosted, and payments are processed, in the United States. These Terms and Conditions, and Floweal's data-processing practices, are structured around applicable U.S. federal and state privacy and data-protection law. If the Client Institution is established in, or its students, employees, or program participants are located in, the European Union, the European Economic Area, or the United Kingdom, and are therefore subject to the EU or UK General Data Protection Regulation ("GDPR"), the Client Institution is responsible for the lawfulness of its own collection and transfer of such individuals' personal data to Floweal. Where the Client Institution requires Floweal to act as a processor or sub-processor under GDPR, the parties must first execute a separate Data Processing Agreement setting out the applicable safeguards (including, where required, Standard Contractual Clauses). Absent an executed Data Processing Agreement, Floweal processes personal data solely in accordance with U.S. law and makes no representation or warranty of GDPR compliance.

13.1 To the extent permitted by applicable law, Floweal provides the Platform "as is" and "as available," without any promise or warranty of any kind, express or implied. Floweal does not warrant or make any representation regarding the validity, accuracy, reliability, or availability of the Platform or its content. Floweal likewise does not warrant that the Platform or its content is fit for any particular purpose, of satisfactory quality, non-infringing, free of defects, capable of uninterrupted operation, free of harmful components or errors, free of viruses and malware, or that use of the Platform complies with applicable law, in particular in labor or social-security matters, or that any information transmitted in connection with the Platform will be transmitted successfully, accurately, or securely.

13.2 Floweal makes the Platform and/or its Services available to the Client Institution through the internet 24 hours a day. However, Floweal is not responsible, and disclaims all liability, if internet services are unavailable at any time for any reason.

13.3 Floweal will likewise not be responsible for (i) any alteration or loss (direct or indirect) of data and/or information not attributable to any breach on its part, (ii) business losses (including loss of profit, revenue, contracts, anticipated savings, or data, loss of goodwill, or unnecessary expenses incurred, or reputational damage), (iii) failures likely to cause slowness, poor quality, or unavailability of the Platform or other services, including those preventing uninterrupted provision of the Service, that are beyond Floweal's control, or (iv) indirect losses that were not reasonably foreseeable by Floweal and the Client Institution at the time the Client Institution began using the Platform and the Services. Floweal will likewise not be responsible for any delay or failure to perform its obligations under these Terms of Use if such delay or failure is attributable to force majeure.

13.4 In the event of a breach of these Terms and Conditions, Floweal's maximum aggregate liability, including as a result of multiple harmful events, will not exceed an amount equal to the total amount paid by the Client Institution to Floweal in the twelve (12) months preceding the harmful event (or, if less than twelve (12) months have elapsed since these Terms and Conditions took effect, twelve (12) times the last monthly payment made by the Client Institution to Floweal for use of the Platform). This amount, with the Client Institution's express consent, replaces any other damages. It will be the Client Institution's responsibility to obtain adequate insurance coverage for any damages exceeding the maximum liability limit referred to above.

13.5 To the extent permitted by law, Floweal is not liable, under any circumstances, to the Client Institution or to any third party for any indirect, incidental, consequential, moral, special, exemplary, or punitive damages, or for lost profits, arising from any interruption in the continuity, availability, or proper functioning of the Platform or other services, even where Floweal has been advised of the possibility of such damages. This limitation will apply regardless of the theory of liability, whether fraud, misrepresentation, breach of contract, negligence, personal injury, product defect, infringement, or any other cause. To the extent permitted by law, this limitation and disclaimer will also apply to any claims and/or actions the Client Institution may bring against any third party, to the extent this could result in Floweal being required to indemnify that third party. The Client Institution acknowledges and agrees that Floweal's total liability to it in connection with the Services and/or the Platform, as set forth in these Terms and Conditions, will not, under any circumstances, exceed the amount set out in the preceding clause.

13.6 No clause and/or information, whether oral or written, will be deemed to alter this disclaimer of warranties by Floweal in relation to the Services and/or the Platform, or to create any warranty on Floweal's part.

13.7 Floweal will likewise not be liable to the Client Institution for any harmful event unless the Client Institution has notified its claim to Floweal in writing within twenty (20) calendar days of the date the Client Institution became aware of it.

13.8 FLOWEAL IS NOT RESPONSIBLE, UNDER ANY CIRCUMSTANCES, FOR THE CONTENT OF ANY CONVERSATIONS BETWEEN THE CLIENT INSTITUTION AND ANY RELOCATEE, LANDLORD, OR PROVIDER THROUGH THE CHAT MADE AVAILABLE TO THE PARTIES ON THE PLATFORM, AS FLOWEAL ACTS SOLELY AS A FACILITATOR OF THE COMMUNICATION SERVICE.

13.9 Client Institutions assume all responsibilities and risks relating to their use of the Services and the Platform. If the Client Institution does not wish to assume such risks and responsibilities, its sole remedy against Floweal is to stop using the Platform and the Services.

13.10 This provision is without prejudice to cases in which liability cannot be excluded or limited under mandatory provisions of applicable law.

13.11 The Client Institution using the Platform agrees to indemnify, defend, and hold Floweal harmless from all losses, liabilities, damages, and claims (including reasonable attorneys' fees and court costs) arising out of or in connection with: (i) any breach or alleged breach of these Terms and Conditions by the Client Institution; (ii) the Client Institution's violation of any law and/or of a third party's rights affecting Floweal; (iii) the Client Institution's failure to promptly and fully install any update, improvement, or patch to any software provided by Floweal that has not been authorized by the Client Institution; and (iv) claims relating to the Client Institution's data and/or claims relating to any data transferred by the Client Institution to third-party applications, to the extent this causes harm to Floweal or to third parties.

13.12 Additionally, a breach by the Client Institution of these Terms and Conditions, particularly with respect to an infringement of Floweal's Intellectual and Industrial Property rights or any incident relating to the price or payment for use of the Platform or other services, may result in Floweal's immediate adoption of any other actions available to it, including terminating the license or any other right granted to the Client Institution, without prior notice, and without the Client Institution being entitled to claim any damages of any kind.

13.13 The provisions of this Section will survive termination of the contractual relationship between the Client Institution and Floweal.

14.1 Where Floweal's website or Platform contains links to other sites and resources provided by third parties, such links are provided for informational purposes only. Floweal has no control over, or power to direct, the content of such sites or resources, nor does it monitor them; accordingly, these Terms and Conditions and our Privacy Policy apply solely to use of our Services. When the Client Institution uses third-party products or services, their own terms and conditions and privacy policies will govern such use. The Client Institution should read the terms and conditions of use and privacy policies of such third parties to understand how they collect and process personal data and other relevant information.

14.2 THE INCLUSION OF LINKS TO OTHER THIRD-PARTY SITES AND RESOURCES DOES NOT IMPLY ANY RELATIONSHIP OR ASSOCIATION BETWEEN FLOWEAL AND THE OWNER OF THE LINKED SITES, NOR FLOWEAL'S ENDORSEMENT OF SUCH SITES.

14.3 ACCORDINGLY, FLOWEAL ASSUMES NO DIRECT, INDIRECT, OR SUBSIDIARY LIABILITY FOR ANY DAMAGES ARISING FROM THIRD-PARTY ACTS, SUCH AS THE ACCESS, MAINTENANCE, USE, QUALITY, LAWFULNESS, RELIABILITY, AND UTILITY OF THE CONTENT, INFORMATION, COMMUNICATIONS, OPINIONS, STATEMENTS, PRODUCTS, AND/OR SERVICES EXISTING OR OFFERED ON THIRD-PARTY WEBSITES.

14.4 If the Client Institution becomes actually aware that activities carried out through such third-party websites are illegal or contrary to accepted standards of morality or public policy, it must immediately notify Floweal so that the link to such sites may be disabled.

14.5 Floweal reserves the right to remove, at its discretion, any links to third-party sites from its website and the Platform at any time.

15.1 The Floweal Desk Platform facilitates the exchange of data with the other Floweal platforms (Floweal Go and Floweal Management), solely for the proper functioning of the Platform, insofar as Floweal Go functions as the platform for Relocatees (for comprehensive management of everything they have contracted or wish to contract with Client Institutions or Landlords), and Floweal Management functions as the platform for Landlords (for management and marketing of their rental listings). Each of these platforms is governed by its own Terms and Conditions.

16.1 The Floweal Desk Platform facilitates the exchange of data with third-party systems (the "Integrations"). All such Integrations are provided under the exclusive responsibility of such third parties or external providers, over whom Floweal has no power of direction or control, regardless of whether they are billed by the third party or by Floweal directly. The scope of service provided by such third parties, and the instructions necessary to configure the integration, may be provided on the Platform, as well as on the external provider's website.

16.2 Third-party Integrations do not constitute services provided by Floweal, nor does Floweal have any power of direction or control, or direct responsibility, over them. Floweal only provides technical access to such services. The scope of service, pricing, third-party privacy practices, and the duties, obligations, and undertakings of such external providers toward third parties, the term, and any other conditions of use for the Integration, including support, are governed by the terms and conditions of use and privacy policies that govern the contractual relationship between Client Institutions and such external providers.

16.3 In particular, for services provided through integrations that form part of regulated sectors, the Client Institution understands that, notwithstanding its contract with such collaborator, Floweal remains a third party with respect to the direct contractual relationship between the Collaborator and the Client Institution. If the Client Institution wishes to access such Collaborator's Terms and Conditions, it must go to the Collaborator's website or request them directly.

16.4 The Client Institution understands that such Collaborator will be directly responsible for any incident relating to the provision of such services, and that Floweal has no power of direction or control over the Collaborator's services. FLOWEAL WILL SUPPORT CLIENT INSTITUTIONS IN ALL MATTERS RELATING TO ITS PLATFORM. FLOWEAL IS UNDER NO CIRCUMSTANCES RESPONSIBLE FOR PROVIDING ADVICE OR SUPPORT TO CLIENT INSTITUTIONS REGARDING SERVICES PROVIDED BY THIRD PARTIES, FOR WHICH THE THIRD PARTY IS SOLELY RESPONSIBLE, AND WHICH MUST INFORM THE CLIENT INSTITUTION OF ITS OWN TERMS AND CONDITIONS AND EXECUTE WITH THE CLIENT INSTITUTION ALL DOCUMENTS AND/OR AGREEMENTS NECESSARY TO GOVERN SUCH RELATIONSHIP. FLOWEAL WILL REFER ANY INQUIRIES RELATING TO THE CLIENT INSTITUTION'S SERVICES DIRECTLY TO THE THIRD PARTY, WHICH UNDERTAKES TO RESPOND PROMPTLY AND EFFICIENTLY TO THE CLIENT INSTITUTION.

16.5 The Client Institution should read the third parties' or external providers' Terms and Conditions of Use and Privacy Policies to understand how they collect and process personal data and other relevant information.

16.6 FLOWEAL HAS NO CONTROL OVER, OR RESPONSIBILITY FOR, THIRD-PARTY INTEGRATIONS AND, ACCORDINGLY, ASSUMES NO LIABILITY OR WARRANTY FOR THIRD-PARTY INTEGRATIONS THAT CLIENT INSTITUTIONS DECIDE TO CONTRACT.

16.7 THE EXISTENCE OF INTEGRATIONS DOES NOT IMPLY ANY RELATIONSHIP OR ASSOCIATION OF ANY KIND BETWEEN FLOWEAL AND THE THIRD PARTY OWNING THE SYSTEM INTEGRATED WITH THE PLATFORM. FLOWEAL DISCLAIMS ANY LIABILITY ARISING FROM THE INTEGRATIONS, PARTICULARLY WITH RESPECT TO THE ACCURACY, RELIABILITY, AND SECURITY OF THE INTEGRATIONS.

17.1 Floweal reserves the right to modify these Terms and Conditions to adapt them to any change or new regulation, for technical reasons, due to changes in the Services offered by Floweal, or as a result of strategic business decisions. Modifications to these Terms and Conditions will be published in the same manner in which they currently appear, or through any other type of communication addressed to the Client Institution.

17.2 In all cases, access to and use of the Platform and the Services after any modifications or changes take effect constitutes acceptance of the new Terms and Conditions. Conversely, if the Client Institution does not agree with changes to these Terms and Conditions, it must immediately stop using the Platform and the Services.

18.1 These Terms and Conditions have an indefinite term from acceptance, unless a specific fixed-term agreement has been entered into between Floweal and the Client Institution.

18.2 Without prejudice to the termination events set out in these Terms and Conditions, if the agreement has an indefinite term, the Client Institution may, at any time and without cause, request termination of the agreement by written notice to Floweal, sent by email to legal@floweal.com.

19.1 The Client Institution may contact Floweal at the address indicated above or by email at legal@floweal.com.

20.1 Floweal strives to provide the best possible service to the Client Institution. Accordingly, Floweal makes these Terms and Conditions available in various languages. Floweal does not guarantee that these Terms and Conditions are available in every language or in any specific language the Client Institution may require.

20.2 To access our Terms and Conditions in other languages, the Client Institution should change the language settings on Floweal's website. If our Terms of Use are not available in the language selected, the Client Institution should contact Floweal at legal@floweal.com.

21.1 Floweal may assign, in whole or in part, its rights and obligations under these Terms and Conditions to any of its Affiliates, at any time and without the Client Institution's consent.

21.2 Any assignment by the Client Institution of rights and obligations arising under these Terms and Conditions will entitle Floweal, at its discretion, to terminate these Terms and Conditions immediately and without prior notice, and to end the Client Institution's access to the Platform, without the Client Institution being entitled to claim damages on that account.

22.1 Governing Law. These Terms and Conditions will be governed by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict-of-laws principles.

22.2 Agreement to Arbitrate. Except as set out in Section 22.5, any dispute, claim, or controversy arising out of or relating to these Terms and Conditions, the Platform, or the Services — including disputes about the validity, enforceability, or scope of this arbitration provision — will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, rather than in court, except that either party may bring an individual action in small claims court for disputes within that court's jurisdiction.

22.3 Individual Basis Only; Class Action Waiver. ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. THE CLIENT INSTITUTION AND FLOWEAL EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PARTY. If this Section 22.3 is found unenforceable as to a given dispute, that dispute will proceed in the courts specified in Section 22.6, and not in arbitration.

22.4 Waiver of Jury Trial. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

22.5 Carve-Out for Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Miami-Dade County, Florida, to prevent actual or threatened infringement, misappropriation, or violation of a party's intellectual property or confidentiality rights.

22.6 Venue for Non-Arbitrable Matters. Any matter not subject to arbitration under this Section 22 will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the parties consent to the personal jurisdiction of those courts.

22.7 Seat, Language, and Costs. The arbitration will be seated in Miami-Dade County, Florida, and conducted in English. Each party will bear its own costs and attorneys' fees, except as the arbitrator may otherwise award under the AAA rules or applicable law.

23.1 No Waiver. Floweal's failure to enforce, at any time, any provision of these Terms and Conditions, or its failure to require, at any time, compliance with any provision of these Terms and Conditions, will not be construed as a present or future waiver of such provisions, nor will it in any way affect Floweal's right to enforce that provision thereafter. Floweal's failure to exercise a right will not constitute a waiver of it. Floweal's express waiver of any provision, condition, or requirement of these Terms and Conditions will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.

23.2 Anti-Money Laundering. In compliance with applicable U.S. anti-money laundering laws and regulations, Floweal must collect documentation evidencing the Client Institution's identity. The Client Institution undertakes to provide the supporting documentation Floweal requests for this purpose, guaranteeing the validity, accuracy, completeness, and reliability of the information, data, and documents made available to Floweal, even where these originate from third parties.

23.3 Entire Agreement. These Terms and Conditions, and any subsequent amendments, constitute a single body of terms that is the only valid agreement between Floweal and the Client Institution; accordingly, any prior agreement, contract, undertaking, preliminary dealing, or communication, whether oral or written, that predates these Terms and Conditions and is not expressly reflected in them is null and void.

23.4 If, by judicial ruling or binding decision or order of any authority or of any other nature, any non-essential provision of these Terms and Conditions is declared invalid or ineffective, in whole or in part, such invalidity or ineffectiveness will not extend to the remaining provisions, which will remain in force and fully effective. Floweal and the Client Institution agree to replace any clause that becomes invalid or ineffective with a valid and effective one, seeking to make the effect of the latter as similar as possible to that of the former.

23.5 The headings of each provision of these Terms and Conditions are for reference purposes only and do not affect the meaning and/or interpretation of these Terms and Conditions.

23.6 Available Countries. This Platform operates globally and is subject to the laws of the jurisdictions in which it operates and where its users are located, except in countries where its use is prohibited by local law or for technical/commercial reasons. Floweal reserves the right to restrict access from certain territories. We strive to comply with all applicable laws.