Licensing Agreement

1.1 This Licensing Agreement is part of the Agreement between you and Property Raptor UK Limited described in our Terms & Conditions. Words defined there have the same meaning here.

1.2 In this Licensing Agreement:

• "Lukkio" means our property CRM software and services, including the web app, the mobile apps, integrations, AI features and documentation, as updated from time to time;
• "Customer Data" means all data that you or your Users enter, upload, import, sync or create in Lukkio, including contacts, listings, properties, deals, viewings, activities, campaigns, messages, files and submissions from your lead pages and forms;
• "Output" means content that Lukkio's AI features generate for you;
• "Third-Party Service" means a product or service that is not provided by us, such as a property portal, the Meta WhatsApp Business Platform, an email account or an app store;
• "Usage Data" means technical and statistical information about how Lukkio is used and performs, such as feature use, device and browser type, logs and error reports. Usage Data is not Customer Data.

2.1 While your subscription is active, and if you comply with the Agreement, we grant you a non-exclusive, non-transferable licence, without the right to sublicense, to use Lukkio for the internal purposes of your own property business, for the number of seats you have paid for, and to allow your Users to do the same.

2.2 We and our licensors own Lukkio and all intellectual property rights in it, including every update, improvement and new feature. The Agreement gives you a right to use Lukkio and does not transfer any ownership. All rights not expressly granted are reserved. "Lukkio" and our logos are our trade marks.

3.1 Each seat is for one named, active User. Sign-in details may not be shared between people. You may move a seat from one User to another, for example when someone leaves, by deactivating the old User.

3.2 Users must be your employees, contractors or agents, acting for your business. You decide each User's role and permissions in Lukkio and are responsible for those settings.

4.1 You must not, and must not allow anyone else to:

1. sell, resell, rent, lease, sublicense or otherwise make Lukkio available to anyone outside your business, or use it to provide a service bureau or outsourcing service;
2. copy, modify or create derivative works of Lukkio, or decompile, disassemble or reverse engineer it, except to the extent the law expressly permits;
3. access Lukkio in order to build a competing product, or to copy its features, design or content;
4. scrape Lukkio, or access it by automated means other than the interfaces and limits we provide;
5. get around any security measure, usage limit, seat limit or credit limit;
6. introduce malware, or interfere with or overload Lukkio or the networks it runs on;
7. remove or alter any proprietary notice; or
8. use Lukkio in breach of any law or of the acceptable use rules in clause 5.

5.1 You must not use Lukkio to:

1. send marketing emails, WhatsApp messages or other communications to anyone who has not given the consent the law requires, or without a working way to opt out;
2. publish property advertisements that are false or misleading, or that you are not licensed or permitted to publish, including any advertisement that requires a permit or approval you do not hold;
3. collect or use personal data without a lawful basis, or without giving the notices the law requires;
4. upload or send content that infringes anyone's rights, or that is unlawful, defamatory, discriminatory, harassing, obscene or deceptive;
5. commit or support fraud, money laundering or any other crime; or
6. impersonate any person or business.

5.2 Store identity documents, financial information or other sensitive personal data in Lukkio only where you need it and the law allows it. You are responsible for any additional safeguards the law requires for that data.

5.3 We may remove content, or suspend a User or workspace, that we reasonably believe breaches this clause.

6.1 You own Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data as needed to provide, secure and support Lukkio, to act on your instructions (including sending it to the portals, messaging and email services you connect), and to comply with the law.

6.2 Your responsibilities. You are responsible for the accuracy and lawfulness of Customer Data, and for having every right, notice and consent needed for us to process it under the Agreement.

6.3 Personal data. We process personal data contained in Customer Data as your processor under the Data Processing Schedule below.

6.4 Access by our team. Our staff may access Customer Data only to provide support you ask for, fix faults, keep Lukkio secure, investigate a suspected breach of the Agreement, or comply with the law.

6.5 Export and deletion. You can export Customer Data while your subscription is active. When a subscription ends, Customer Data is archived for 180 days and then deleted, as set out in the Terms & Conditions. Copies in backups are deleted on our normal backup cycle. We are not obliged to keep Customer Data after the 180-day archive period ends.

6.6 Usage Data and aggregated data. We own Usage Data. We may also create aggregated or de-identified information from Customer Data and Usage Data, and use it to operate, analyse, improve and develop our products, including our AI features, provided that it does not identify you, your Users or any individual.

7.1 Lukkio includes AI features, such as listing and property descriptions, writing styles, campaign and email drafts, AI Match, contact scoring, calculators and the Lukkio Assistant, by chat and by voice. They are powered by machine learning models, including models from third-party providers that we choose and may change.

7.2 Output can be wrong. Output may be inaccurate, incomplete or out of date, and may be similar to output generated for others. It is not legal, financial, tax, valuation or mortgage advice, and calculator results are estimates.

7.3 You review before you rely. You must review Output before you publish it, send it or rely on it, including every price, size, permit number, feature and claim in a property advertisement. You are responsible for Output once you use it.

7.4 Assistant actions. The Lukkio Assistant prepares drafts and changes for you to confirm. You are responsible for every change you or your Users confirm.

7.5 Scores and matches. AI Match results, contact scores and similar rankings are suggestions to help your team prioritise. Do not use them as the sole basis for a decision about an individual, and do not use Lukkio to treat people differently on grounds the law prohibits.

7.6 Ownership of Output. As between you and us, you own the Output generated for you, to the extent the law allows. We do not promise that Output can be protected by intellectual property rights or that it does not infringe the rights of others.

7.7 AI credits. Some AI features use credits. Your plan includes the credit allowance shown in the app, and you may buy more. Credits have no cash value, cannot be transferred, are not refundable, and expire at the end of the term in which they were issued [confirm expiry rule]. We may change how many credits a feature uses with notice in the app. We may limit use that is far above normal use or that affects the service for others.

8.1 Lukkio connects to Third-Party Services that you choose to use. Your use of each one is governed by its own terms and policies, which you must comply with. By connecting one, you authorise us to exchange Customer Data with it on your behalf. We are not responsible for Third-Party Services, and we do not control their availability, fees or changes.

8.2 Property portals. You are responsible for your portal accounts, for the accuracy of what you publish, for holding any permits your listings need, and for complying with each portal's rules, including its rules on how leads from that portal may be used, stored or combined with leads from other sources. When you turn on lead import from a portal, you instruct us to bring those leads into your workspace, and you are responsible for that being allowed under the portal's terms.

8.3 WhatsApp. The WhatsApp Business add-on fee you pay us covers Lukkio's connection to WhatsApp only. Each number sits on your own Meta business account, and Meta bills you directly for messages. You must accept and comply with Meta's WhatsApp Business terms and policies, including its rules on opt-in and message templates. Meta may restrict, suspend or ban your numbers, and we are not responsible if it does.

8.4 Email accounts. If you connect an email account, you authorise Lukkio to read, send and store the messages and contact details needed for the features you use.

8.5 Changes by third parties. If a Third-Party Service changes its interface or terms, stops supplying a feature, or requires us to change or stop an integration, we may change, limit or stop that integration. We will try to find an alternative where it is reasonable to do so. This does not entitle you to a refund, discount or other compensation.

9.1 When you publish a lead page or form, or send a campaign, through Lukkio, you are the publisher and sender, and you are responsible for it. You must show your own privacy notice to the people whose data you collect, obtain any consent the law requires, and include a working way to unsubscribe from marketing.

10.1 The Lukkio mobile apps are licensed, not sold, for use on devices that your Users own or control, under this Licensing Agreement and the terms of the app store you download them from.

10.2 If you download a Lukkio app from Apple's App Store, you and we also agree that:

1. this Agreement is between you and us only, and not with Apple Inc. ("Apple"). We, not Apple, are solely responsible for the app and its content;
2. your licence to use the app is limited to Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions;
3. Apple has no obligation to provide any maintenance or support for the app;
4. if the app fails to conform to any warranty that applies, you may notify Apple, and Apple will refund any purchase price you paid for the app. To the maximum extent the law allows, Apple has no other warranty obligation for the app, and any other claims, losses or costs from a failure to conform to a warranty are our responsibility, subject to the Agreement;
5. we, not Apple, are responsible for addressing any claim relating to the app or your use of it, including product liability claims, claims that the app fails to meet a legal or regulatory requirement, and claims under consumer protection, privacy or similar laws;
6. if a third party claims that the app or your use of it infringes their intellectual property rights, we, not Apple, are responsible for investigating, defending, settling and discharging that claim;
7. you confirm that you are not located in a country subject to a United States Government embargo, or designated by it as a "terrorist supporting" country, and that you are not on any United States Government list of prohibited or restricted parties;
8. you must comply with any third-party terms that apply when you use the app, such as your mobile carrier's terms; and
9. Apple and its subsidiaries are third-party beneficiaries of this clause 10.2 and, once you accept the Agreement, Apple may enforce it against you.

10.3 Questions, complaints and claims about the apps go to us at hello@lukkio.com or at the address in clause 17.

11.1 We use technical and organisational measures appropriate to the risk to protect Customer Data, as described in the Data Processing Schedule.

11.2 You are responsible for the security of your Users' devices and sign-in details, for the roles and permissions you give them, and for removing access when someone leaves. Please report any security vulnerability to hello@lukkio.com.

12.1 We provide support by email at hello@lukkio.com and through our help centre, and we will use reasonable efforts to answer promptly.

12.2 We aim to keep Lukkio available at all times, but we do not guarantee any level of availability. We may take Lukkio offline for maintenance and will try to give notice of planned maintenance.

13.1 We may offer features labelled beta, preview, early access or similar. They are provided as they are, may not work as expected, and may be changed or withdrawn at any time without notice.

14.1 If you or your Users give us suggestions or feedback about Lukkio, we may use them for any purpose without restriction or payment.

15.1 We may name you as a Lukkio customer, using your business name and logo, on our website and in our marketing materials. You can ask us to stop at any time by emailing hello@lukkio.com.

16.1 Your licence lasts as long as your subscription. When it ends, you and your Users must stop using Lukkio and delete the mobile apps.

Property Raptor UK Limited, registered in England and Wales, company number 14043258. Registered office: Zeeta House, 200 Upper Richmond Road, London SW15 2SH. Email hello@lukkio.com.

For personal data contained in Customer Data ("Customer Personal Data"), you are the controller and we are your processor. For personal data about you and your Users that we collect to run our business, such as account, billing and Usage Data, we act for ourselves, as described in our Privacy Policy.

"Data Protection Laws" means the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, and, where they apply to you, other data protection laws, which may include the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, the data protection laws of the DIFC and ADGM, Qatar Law No. 13 of 2016 on Personal Data Privacy Protection, the Philippine Data Privacy Act of 2012, Thailand's Personal Data Protection Act B.E. 2562 and Hong Kong's Personal Data (Privacy) Ordinance (Cap. 486).

• Purpose and nature: providing Lukkio to you, including storing, organising, searching, matching and scoring records, generating content, and sending and receiving data through the integrations you turn on.
• Duration: the term of your subscription and the 180-day archive period after it ends, and then until deletion from backups.
• Data subjects: your clients and prospects, including buyers, sellers, landlords, tenants, owners and investors; people who submit your lead pages and forms; people you exchange messages with; and your Users.
• Types of data: names and contact details; property interests, requirements and budgets; viewing, enquiry and deal history; messages and notes; files you upload, which may include identity documents; and any other data you choose to enter.

We process Customer Personal Data only on your documented instructions. The Agreement, and your use and configuration of Lukkio, are your complete instructions. We will tell you if we believe an instruction breaks Data Protection Laws. We may also process Customer Personal Data where the law requires us to, and will tell you before doing so where we lawfully can.

You are responsible for having a lawful basis for the processing, for giving data subjects the notices the law requires, for obtaining any consent needed (including for direct marketing), and for making sure your instructions comply with Data Protection Laws.

We make sure that everyone we authorise to process Customer Personal Data is bound by a duty of confidentiality.

We take technical and organisational measures appropriate to the risk, including encryption of data in transit and at rest [confirm at rest], role-based access controls, restricted and logged access by our staff [confirm logging], regular backups, and security requirements for our providers.

You authorise us to use sub-processors, such as hosting, AI model, email delivery and payment providers. We will impose data protection obligations on each one that are no less protective than this Schedule, and we remain responsible for them. Our current list is available on request at hello@lukkio.com [or publish at /legal/subprocessors]. We will give at least 14 days' notice before adding or replacing a sub-processor. If you object on reasonable data protection grounds and we cannot address the objection, your remedy is to cancel your subscription. Property portals, Meta, your email provider and other Third-Party Services that you choose to connect are not our sub-processors; they receive data because you instruct us to send it.

Customer Personal Data may be processed outside the United Kingdom, in the countries where we or our sub-processors operate. Where Data Protection Laws require it, we put in place appropriate safeguards for the transfer, such as the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses.

If we receive a request from a data subject about Customer Personal Data, we will pass it to you and will not respond ourselves except to direct the person to you. Lukkio lets you find, correct, export and delete records, and we will give you reasonable further help with requests and with enquiries from regulators.

If we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data, we will notify you without undue delay and, where feasible, within 72 hours. We will give you the information we reasonably can to help you meet your own obligations, and will take reasonable steps to contain the breach. Notifying you is not an admission of fault.

At the end of the 180-day archive period after your subscription ends, we delete Customer Personal Data, except where the law requires us to keep it. Backup copies are deleted on our normal backup cycle.

We will give you the information reasonably needed to show that we comply with this Schedule, including by answering a reasonable security questionnaire once a year. Any audit beyond that must be required by a regulator, agreed in writing in advance with at least 30 days' notice, carried out during business hours under a confidentiality agreement, and paid for by you.

Each party's liability under this Schedule is subject to the limits in the Terms & Conditions.