User Agreement

Effective date: March 27, 2026

This User Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of the Services and Platform (as defined below) and is an agreement between Verifly AI and its worldwide affiliates ("Verifly", "we", "us", or "our") and you or the entity you represent ("you" or "your"). This Agreement takes effect when you click an "I Accept" button or check box presented with these terms, complete the registration process, or sign an Order Form incorporating this Agreement (the "Effective Date").

You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

Please see Section 15 for definitions of certain capitalized terms used in this Agreement.

1. Scope and Application

1.1. Our Business Model

Verifly.ai is a private, AI-verified deal distribution network designed to facilitate time-sensitive real estate transactions. We provide verification, matching, and speed. We are committed to remaining a technology platform and will never pursue business models that compete with you by assuming the role of a real estate broker or agent.

1.2. What We Are Not

We are Not:

a real estate broker or agency

a public listing portal or classifieds site

a commission-based intermediary

a transaction execution service

We provide the technology layer that validates assets and funds, matches verified supply with verified demand, and facilitates introductions. The actual transaction negotiation and closing are handled directly between parties.

1.3. Contract Applicability

This Agreement is effective between you and us. Your Affiliates may not use the Services under your Agreement and must enter into a separate agreement with us.

Your Agreement governs:

the activity on your Account and any User Accounts

the use of the Platform by you and your Users

Your obligations under this Agreement apply to your Users as well.

1.4. Acceptance

You accept this Agreement:

by completing the registration process on our Platform

by signing an Order Form (either digitally or by physical means)

through the use of the Services

by continuing to use the Services after being notified of a change to this Agreement

1.5. Authority to Contract

If you are entering into this Agreement on behalf of a company or any other legal person:

you warrant and represent that you have the authority, necessary licences, permits and consents to enter into this Agreement on behalf of such company or legal person

you will provide us a copy of the relevant Government Identity issued to you prior to the commencement of your Agreement

you and the company or legal person are jointly and severally liable in respect of all obligations under this Agreement

1.6. Right to Reject

We reserve the right to reject any registration or Order Form or refuse to provide any Service at our absolute discretion, including if:

you are not a licensed real estate agent, broker, or agency (for Trusted Agents)

you do not have the authority to act on behalf of the owner of a property for which Listings are submitted

you are not in compliance with Applicable Law

you fail to complete required verification processes (KYC, Proof of Funds)

2. User Categories

2.1. Capital-Ready Members (Buyers)

Capital-Ready Members are verified buyers who have completed our KYC and Proof of Funds verification process.

To become a Capital-Ready Member, you must:

complete our KYC (Know Your Customer) verification process

provide valid Proof of Funds (PoF) documentation

define your investment preferences (budget, locations, property types, risk profile)

maintain accurate and up-to-date profile information

Capital-Ready Member terms:

Capital-Ready Members do not pay fees to join, view deals, or receive matches

You will only receive notifications for deals that have been AI-verified and match your specified criteria

You must act in good faith when expressing interest in deals

You must respond to deal notifications within the 48-hour decision window if you wish to proceed

2.2. Trusted Agents (Agencies and Brokers)

Trusted Agents are licensed real estate agencies or authorized professional brokers who subscribe to our platform services.

To become a Trusted Agent, you must:

be a licensed real estate agency or authorized professional broker

maintain valid commercial license and RERA registration

subscribe to our platform services and pay applicable Subscription Fees

submit accurate property documentation for verification

Trusted Agent terms:

Trusted Agents pay a Subscription Fee for access to the Platform

You are contractually obligated to submit only legitimate, documented deals

You must respond promptly to buyer interest notifications

You are responsible for the accuracy of all submitted Content and documentation

3. Trusted Agent Responsibilities

3.1. General Responsibilities

As a Trusted Agent, you warrant and represent that you will:

only submit Listings for properties that are genuinely available to buy

only submit Listings for properties you are legally authorized to market

be the holder of a valid license as a real estate broker or agency in the Location

obtain and possess necessary permits to market the properties you submit

comply with and abide by all Applicable Laws, including circulars and guidelines concerned with real estate

immediately notify us if a property becomes unavailable, is sold, or is taken off the market

submit only one (1) Listing for a particular property

hold all necessary licenses, authorizations and consents to use, display, and reproduce the Content

not infringe our Intellectual Property Rights in any manner

not misuse or corrupt any of the Services provided to you

provide Content in a format compatible with technical specifications issued by us

have, and during the Listing Term maintain, the rights to market or sell the properties specified in your Listings

act in a manner that is consistent and compliant with Data Protection Laws and our Privacy Policy

3.2. Documentation Requirements

For Ready Properties, you must provide:

Title Deed

For individual owners: Copy of the owner's passport or Emirates ID

For company-owned properties: Trade License

Trakheesi Permit Number (proof of DLD listing approval)

For Off-Plan Properties, you must provide:

Oqood Certificate

For individual owners: Copy of the owner's passport or Emirates ID

For company-owned properties: Trade License

Statement of Account (SOA) or manual payment declaration (paid amount and remaining amount to the developer)

Trakheesi Permit Number (proof of DLD listing approval)

Copy of the owner's passport or ID

3.3. Content Quality Responsibilities

You warrant and represent that your Content and Listing:

is not unlawful, defamatory, false, misleading, obscene, or otherwise inappropriate

does not infringe our Intellectual Property Rights or the Intellectual Property Rights of any third party

is in all respects true, complete and accurate, and you will promptly update or correct the Content on becoming aware of any errors or inaccuracies

complies with any guidelines we issue from time to time

refers only to details of a particular property

does not directly or indirectly involve advertising or marketing anything other than the specific property

3.4. Acknowledgments

You acknowledge and agree that:

we are not under any obligation to monitor or censor the Content generated by you, but we reserve the right to do so without notice

we may remove, amend or decline to display any Content or Listing on the Platform, or direct you to modify the Content to meet the requirements of this Agreement or Applicable Laws

we reserve the right to change the rules, regulations, restrictions, or procedures for any Listing or Content

we may immediately remove a Listing if it fails AI verification or contains inaccurate information

4. Capital-Ready Member Responsibilities

4.1. General Responsibilities

As a Capital-Ready Member, you warrant and represent that you will:

provide accurate and truthful information during the KYC and Proof of Funds verification process

maintain up-to-date profile information, including investment preferences

act in good faith when expressing interest in deals

not misuse the matching system by expressing false interest

comply with all Applicable Laws

treat all deal information as confidential until a transaction is completed

not share deal details with third parties without authorization

act in a manner consistent with Data Protection Laws and our Privacy Policy

4.2. Verification Requirements

You must complete and maintain valid:

KYC (Know Your Customer) verification

Proof of Funds (PoF) documentation

We reserve the right to request updated verification documentation at any time.

4.3. Acknowledgments

You acknowledge and agree that:

deal availability is limited and not guaranteed

the 48-hour decision window is strictly enforced

expressing interest does not guarantee a transaction will proceed

you are responsible for conducting your own due diligence

we do not intermediate or guarantee any transaction

5. AI Verification and Deal Lifecycle

5.1. AI Validation Process

All submitted Listings undergo AI verification, which validates:

document authenticity and consistency

ownership verification

price benchmarking against market data

urgency signal assessment

Each deal is classified as:

Verified Urgent (approved for distribution)

Partial Urgency (requires review)

Not Urgent (rejected)

Submission does not guarantee publication. Only verified deals are distributed to matched Capital-Ready Members.

5.2. Price Classification Labels

Verified deals may carry the following labels:

Selling at OP — Selling at Original Price

Below OP — Selling below Original Price

Below Market Price — Selling below current market transaction prices

5.3. The 48-Hour Deal Lifecycle

Each published deal operates under a strict 48-hour decision window:

deals are visible to matched buyers for 48 hours only

a visible countdown timer shows remaining time

if no buyer proceeds, the deal expires automatically

expired deals do not remain visible

Trusted Agents receive feedback and may be offered price adjustment suggestions

You acknowledge that this urgency is real and designed to facilitate genuine decision-making on time-sensitive opportunities.

5.4. Matching and Communication

When a verified deal matches a Capital-Ready Member's criteria, our system:

notifies the buyer via WhatsApp, email, or other specified channels

provides high-level deal information

confirms buyer interest before connecting parties

If the buyer confirms interest, the deal is handed directly to the submitting Trusted Agent. The Platform does not intermediate further negotiation or the final transaction.

6. Notifications and Communications

6.1. Notification Channels

By registering on the Platform, you consent to receive notifications via any communication channels we make available, which may include, but are not limited to:

Email (to the email address provided during registration)

WhatsApp (to the mobile number provided during registration)

SMS (to the mobile number provided during registration)

Other messaging services or channels we may implement

Available notification channels are enabled by default upon registration. We may add, modify, or discontinue notification channels at our discretion.

6.2. Types of Notifications

You may receive:

Deal notifications — alerts when verified deals match your criteria (Capital-Ready Members)

Interest notifications — alerts when a buyer expresses interest in your Listing (Trusted Agents)

Transactional notifications — verification status, account updates, payment confirmations

Reminder notifications — countdown alerts, listing expiration warnings

Security notifications — login alerts, password changes, suspicious activity

Service notifications — platform updates, new features, maintenance notices

6.3. Managing Preferences

You may adjust your notification preferences in your Account settings. However, you acknowledge that certain transactional and security notifications cannot be disabled as they are essential for Platform operation.

6.4. Consent

By accepting this Agreement, you expressly consent to receive communications through any notification channels we make available. You acknowledge that deal notifications are time-sensitive due to the 48-hour lifecycle, and disabling notifications may result in missed opportunities.

7. Subscription, Fees, and Payment (Trusted Agents)

7.1. Subscription Model

Trusted Agents participate via a paid Subscription. Capital-Ready Members do not pay fees.

7.2. Fee Payment

You shall pay the Subscription Fees to us through such methods of payment as we deem appropriate. Such methods of payment will be displayed to you at the time you order the Services through an Order Form.

The Fees shall become due and payable by you at the start of the Subscription Term. In the event that a periodic payment method is chosen by you, a pro-rata portion of the Fee shall become due and payable at the start of each billing period.

7.3. Subscription Tiers

Subscription tiers may include varying limits on:

number of Listing submissions per month

priority verification processing

access to analytics and reporting

Exact pricing and tier details are specified in your Order Form.

7.4. Payment Acknowledgments

You acknowledge and agree that:

you are liable for any charges levied by banks or credit card providers

it is your responsibility to submit adequate proof of payment

Services will not be activated until payment has been received by us

in the event of payment through bank transfers, Services will only be activated once payment is received into our account

7.5. Taxes

The prices offered by us are exclusive of any applicable taxes, and your Order Form will reflect the amount of taxes payable in respect of your Subscription. You agree that you will be responsible for paying any taxes in respect of your Subscription.

8. Limited Access, Suspension, and Termination

8.1. Termination Rights

Except as permitted by Applicable Laws, you have no right to terminate this Agreement before the end of the Subscription Term under any circumstances, unless otherwise agreed in writing by us.

8.2. Limited Access and Suspension

We may, at our sole discretion:

limit your access to your Account if your Fee remains unpaid for a period of three (3) days from the due date

suspend your Account if your Fee remains unpaid for a period of seven (7) days from the due date

If your Account is suspended, all your Listings will be removed from our Platform until the Fee which is due is paid.

8.3. Termination by Us

We may, at our sole discretion, terminate your Subscription if your Fee remains unpaid for a period of sixty (60) days from the due date.

Upon termination of your Subscription, the entire unpaid balance of your Fee shall immediately become due and payable.

8.4. Grounds for Immediate Action

Without limiting our rights, we may immediately (i) sanction you; (ii) suspend or limit the Service; (iii) remove your Listings from our Platform; (iv) terminate your Agreement; and/or (v) claim damages from you, if:

you fail to pay any Fees or charges due to us by the due date

you breach any part of this Agreement and fail to rectify that breach within seven (7) days of us giving notice requiring rectification

you submit false, fraudulent, or misleading documentation

you submit Listings for properties you are not authorized to market

you fail to comply with Content Quality Responsibilities

you engage in any unlawful actions while using the Platform

you enter into bankruptcy, liquidation, or become insolvent

you misuse the verification system or attempt to circumvent AI validation

8.5. Effect of Suspension or Termination

If your Subscription has been suspended and/or terminated for any reason during the Subscription Term, you will still be liable to pay any Fees due to us regardless of you receiving the Services.

8.6. Renewal

Following the expiry of the Subscription Term, you may renew your Subscription by entering into a new agreement. You understand and agree that the terms and pricing may change.

9. Refunds

9.1. General Policy

You do not have a right to claim a refund of the Fee (or any component thereof).

9.2. Exceptions

We will only offer a refund if a duplicate transaction is received by us. In such event, only the duplicate portion of the payment will be refunded through your original mode of payment.

9.3. Disputes

In cases of fraudulent or disputed transactions, you should contact your bank or credit card provider.

10. Data Protection and Privacy

10.1. Data Processing

You consent to the storage and processing of your Content on the Platform.

Documents submitted for verification (Title Deeds, Oqood, passports) are used strictly for verification purposes. We do not publicly display sensitive ownership documents.

Certain property details (such as floor number and property number) are collected for verification but are not shown to end users to protect seller privacy.

10.2. Personal Data

If you provide us with Personal Data relating to any individual, you warrant and represent that you have obtained that individual's consent to:

process, use and store that Personal Data for the purpose of providing the Services

transmit that Personal Data to us and other third parties to process, use and store for the purpose of providing the Services

10.3. Payment Information

Credit card and debit card details will not be stored, shared, rented or leased to any third parties.

11. Intellectual Property

11.1. Our Rights

We own or license all Intellectual Property Rights in the Platform, including text, software, algorithms, AI models, graphics, logos, and content. All rights are reserved.

Access to the Platform does not grant you any license to use our trademarks, service marks, or Intellectual Property without express written permission.

11.2. License to Content

By using the Service, you grant us an irrevocable, worldwide, royalty-free license to:

commercialize, reproduce, display, publish, copy, share, and license to other persons the Content

use data or information derived from Content for the purpose of performing our obligations under this Agreement

create algorithms and products necessary to improve the Services

use Content for general analytical purposes

This license shall survive the termination of this Agreement.

11.3. Restrictions

You may not reproduce, modify, distribute, or create derivative works from Platform content without our authorization.

You must not use any tracking data obtained by cookies or tracking tools on our Platform to target, re-target, advertise or interact with visitors or users of the Platform.

12. Limitation of Liability

12.1. Exclusions

We will not be liable under this Agreement for any liability caused by:

any breach of your obligations under this Agreement

any delay in performance or breach which arises as a result of any matter beyond our control, including but not limited to viruses, defects, or failure of servers

12.2. Specific Limitations

We specifically:

exclude consequential, special or indirect loss or damage (including but not limited to loss of opportunity, loss of revenue and loss of profits)

limit our liability for breach of any condition or warranty to the greater of: (i) resupplying the Service; or (ii) paying the cost of having the Service resupplied

limit our liability in respect of any other claim to the amount paid to us by you under your Order Form

12.3. AI Verification Disclaimer

Our AI verification system provides assessments based on available data and algorithms. AI classifications (Verified Urgent, Partial Urgency, Not Urgent) are indicative assessments, not guarantees. Market conditions can change, and historical data may not predict future values.

12.4. Transaction Disclaimer

We do not intermediate or guarantee any transaction between Capital-Ready Members and Trusted Agents. You are responsible for conducting your own due diligence and obtaining independent legal and financial advice.

13. Indemnification

You will indemnify, defend, protect, and hold harmless us and our Affiliates and each of their respective directors, officers, employees, contractors and agents (each an "Indemnified Party") to the fullest extent permitted by law, from and against any actual, alleged, threatened, pending or completed disputes, claims, actions, investigations, damages, losses, reasonable attorneys' fees, costs, expenses, and settlement amounts, whether or not well founded in law or fact, which arise out of or are directly or indirectly related to:

your use of the Platform and Services

any inaccuracy, untruthfulness or breach by you of any representation or warranty

the performance or non-performance by you of any obligations under this Agreement

any Content you submit to the Platform

any transaction you enter into with other users

14. Disclaimers

THE SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS:

(A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR ANY CONTENT; AND

(B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES:

OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT

ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE

THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS

THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED

THAT AI VERIFICATION WILL BE ACCURATE OR COMPLETE

THAT DEALS WILL BE AVAILABLE OR TRANSACTIONS WILL BE SUCCESSFUL

15. Definitions

In this Agreement, the following definitions apply:

"Account" means your registered account on the Platform.

"Affiliates" means a company or any other legal person affiliated to you, including your affiliates, holding company, subsidiaries, and their respective employees, officers, agents and permitted assigns.

"Applicable Law(s)" means any law, statute, rule, regulation, code, decree, judgment, directive, order, guideline or other legislative measure of any government, statutory, regulatory, or similar body or court, as amended from time to time.

"Capital-Ready Member" means a verified buyer who has completed our KYC and Proof of Funds verification process.

"Content" means any and all content in respect of a Listing, including photographs, images, videos, prices, amenities, property details, and your details including photographs and details of your employees and agents.

"Data Protection Laws" means those laws applicable to the collection and processing of personal data in relevant jurisdictions.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, trade names, logos, service marks, trade secrets, database rights, moral rights, and any other intellectual property rights, whether registered or unregistered.

"KYC" means Know Your Customer verification process.

"Listing" means the Content in respect of a real estate property submitted by a Trusted Agent for verification and potential distribution on our Platform.

"Listing Term" means the 48-hour period during which a verified Listing is distributed to matched Capital-Ready Members.

"Location" means the United Arab Emirates or such other location as specified in your Order Form.

"Order Form" means the order form indicating the Services under your Subscription, the Fee payable, and other material terms.

"Personal Data" has the meaning given in applicable Data Protection Laws.

"Platform" means the Verifly.ai website, mobile application, and any other technological platforms used by us to deliver the Services.

"PoF" means Proof of Funds documentation.

"Service(s)" means the services provided by Verifly, including AI verification, deal matching, and notification services.

"Subscription" means your entitlement to the Services as a Trusted Agent, subject to payment of the Fee and the terms of this Agreement.

"Subscription Fee" or "Fee" means the total amount due to Verifly by a Trusted Agent under this Agreement and specified in the Order Form.

"Subscription Term" means the duration of your Subscription as specified in your Order Form.

"Trusted Agent" means a licensed real estate agency or authorized professional broker who subscribes to our platform services.

"User" means a legal person authorized by you to use the Service under your Account.

"User Account" means a sub-account created by you for your Users.

16. Governing Law and Dispute Resolution

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of the Dubai International Financial Centre (DIFC) in the Emirate of Dubai, United Arab Emirates.

The Parties irrevocably submit to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (DIFC).

We may enforce our rights under this Agreement through Verifly AI or through any of our affiliates.

17. General Terms

17.1. Amendments

We may change this Agreement at any time on written notice. You acknowledge that our publishing of the amended version of this Agreement on our Platform constitutes written notice to you of such changes. You are encouraged to frequently visit our website to be updated about changes.

17.2. Algorithm Changes

We reserve the right to change the algorithms used in any Services at any time during the Subscription Term, at our sole discretion.

17.3. New Products

We reserve the right to add any new products to the Services at any time. Your Agreement will not include any such new products unless we both agree.

17.4. No Waiver

No delay or failure by us to enforce any provision of this Agreement will be deemed a waiver or create a precedent or prejudice our rights.

17.5. Notices

Any notices must be sent by email to the email address associated with your Account or our support email address.

17.6. Assignment

You must not assign any part of the Service or your obligations under this Agreement without our prior written consent.

17.7. Privacy

We treat all Personal Data in accordance with Applicable Laws and our Privacy Policy.

17.8. Severability

If any term of this Agreement becomes invalid or unenforceable under Applicable Law, the validity and enforceability of the remainder will not be affected.

17.9. Entire Agreement

This Agreement, together with your Order Form (if applicable) and our Privacy Policy, constitutes the entire agreement between you and us regarding your use of the Platform.

18. Contact

For questions about this Agreement or to report issues, please contact:

Email: support@verifly.ai

Verifly.ai — Real Estate, Cleared.