Terms of Use

These Terms of Use (the "Terms") constitute a legally binding agreement between you, whether acting individually or on behalf of a company, brokerage, or other legal entity ("Customer," "you," or "your"), and PromotePlus.ai ("Company," "we," "us," or "our"), governing your access to and use of the Company's proprietary platform and all related services.

The "Services" include, without limitation, all software, websites, IDX-enabled real estate websites, CRM systems, marketing automation systems, artificial intelligence tools, machine learning systems, APIs, integrations, communication tools, analytics systems, advertising services (including but not limited to Google Ads and Meta/Facebook Ads), data services, hosting infrastructure, content, and all related features, functionality, and services, whether now existing or developed in the future.

BY ACCESSING, REGISTERING FOR, OR USING THE SERVICES IN ANY WAY, YOU EXPRESSLY ACKNOWLEDGE, REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY.

IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE USE.

Company reserves the right, in its sole and absolute discretion, to modify, amend, supplement, restate, or replace these Terms at any time, with or without notice. Continued use constitutes binding acceptance.

1. PLATFORM NATURE; NO PROFESSIONAL SERVICES; ABSOLUTE NON-RELIANCE

Customer expressly acknowledges, understands, and agrees that the Services are provided solely as a software-as-a-service platform and that Company does not provide professional, legal, financial, real estate, medical, tax, investment, or other advisory services. The Services, including any AI-generated outputs, IDX/MLS feeds, CRM functionality, marketing automation, advertising recommendations, analytics insights, or communications tools, are intended to assist Customer in the management, marketing, and operation of its business but are not a substitute for professional judgment, consultation, or advice.

1.1 No Professional Services

Customer acknowledges and agrees that:

• Company does not provide professional services, recommendations, opinions, or advice of any kind;
• Any content, information, or output generated by the Services, including AI, analytics, marketing recommendations, IDX/MLS data, or CRM insights, is for informational purposes only and should not be relied upon as legal, financial, real estate, or other professional advice;
• Customer is solely responsible for independently verifying, evaluating, and acting upon any information obtained through the Services;
• Company shall have no liability whatsoever for decisions, actions, or outcomes resulting from Customer's reliance on the Services or any data, outputs, or insights derived therefrom.

1.2 Absolute Non-Reliance

Customer expressly agrees that it:

• Will not rely on the Services, any third-party integrations, or AI-generated outputs as the sole basis for any business, operational, legal, or financial decision;
• Understands that AI, algorithmic analyses, IDX/MLS data, CRM automation, advertising recommendations, or other automated outputs may be inaccurate, incomplete, biased, delayed, or otherwise flawed;
• Assumes full risk and responsibility for all decisions, actions, or results arising from or related to the use of the Services, including reliance on any content, outputs, or third-party integrations;
• Agrees that Company, its affiliates, officers, directors, employees, or agents shall not be liable for any errors, omissions, inaccuracies, misrepresentations, or consequences arising from Customer's use of or reliance on the Services or any integrated third-party service.

1.3 No Warranty of Results

Customer acknowledges that the Services, including AI-generated outputs, IDX/MLS feeds, CRM workflows, analytics reports, marketing campaigns, or communications tools, are provided "as-is" and that Company makes no warranties or guarantees, whether express or implied, regarding the accuracy, completeness, timeliness, suitability, or fitness for a particular purpose of any output, data, or service provided. Any projections, predictions, or recommendations generated by the Services are for informational purposes only and do not constitute a promise or assurance of outcomes.

1.4 Customer Responsibility

Customer is solely responsible for:

• Independently evaluating all outputs, recommendations, and data obtained from the Services;
• Ensuring that any decisions or actions taken based on the Services comply with all applicable laws, regulations, contracts, and professional standards;
• Obtaining independent professional advice where appropriate; and
• Implementing appropriate safeguards to mitigate risks associated with reliance on automated, third-party, or AI-driven outputs.

1.5 Survival

The disclaimers, non-reliance provisions, and risk allocations set forth in this section shall survive the termination, suspension, or expiration of the Services or any agreement between Customer and Company and shall continue to apply to all Customer Data, interactions, outputs, or decisions made in connection with the Services.

2. ACCOUNT CONTROL; SECURITY; UNAUTHORIZED USE; FULL LIABILITY

Customer acknowledges and agrees that it is solely responsible for maintaining control over, and ensuring the security of, all accounts, credentials, and access points associated with the Services. This responsibility applies to Customer and any authorized or unauthorized users acting on Customer's behalf or through Customer's systems.

2.1 Account Responsibility and Control

Customer shall be solely responsible for:

• All activities conducted through its accounts, whether authorized or unauthorized;
• Maintaining the confidentiality and security of usernames, passwords, API keys, authentication tokens, and any other access credentials;
• Restricting access to authorized personnel and ensuring appropriate internal controls over account usage; and
• Ensuring that all users comply with applicable terms, policies, and legal requirements.

Customer acknowledges that Company has no obligation to monitor account activity and shall not be responsible for verifying the identity or authority of any user accessing the Services under Customer's credentials.

2.2 Security Measures and Safeguards

Customer agrees to implement and maintain commercially reasonable administrative, technical, and organizational safeguards to protect account access and Customer Data, including, where appropriate:

• Strong password policies and credential management practices;
• Multi-factor authentication and access controls;
• Device, network, and endpoint security measures; and
• Internal policies governing employee or contractor access.

Customer assumes all risks associated with failure to implement or maintain such safeguards.

2.3 Unauthorized Access and Use

Customer shall be solely responsible for any and all use of the Services resulting from unauthorized access, including but not limited to access arising from:

• Compromised credentials or account information;
• Phishing, social engineering, malware, or other security incidents;
• Misuse by employees, agents, contractors, or other third parties; or
• Failures in Customer's internal systems, processes, or security controls.

Customer must promptly notify Company upon becoming aware of any actual or suspected unauthorized access or security breach; however, such notification shall not limit or reduce Customer's responsibility or liability.

2.4 No Liability for Account Misuse

To the fullest extent permitted by law, Company shall have no liability or responsibility for any loss, damage, claim, or liability arising out of or related to:

• Unauthorized access to or use of Customer's account;
• Theft, loss, or compromise of credentials;
• Actions taken through Customer's account, regardless of authorization; or
• Any failure by Customer to safeguard account access or maintain adequate security measures.

All actions taken through Customer's account shall be deemed authorized by Customer for purposes of assigning responsibility and liability.

2.5 Full Liability and Indemnification

Customer assumes full responsibility and liability for all activities conducted through its account and agrees to defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including attorneys' fees) arising out of or related to:

• Unauthorized or improper use of the Services through Customer's account;
• Any breach of security attributable to Customer or its users; or
• Customer's failure to comply with its obligations under this section.

2.6 Company Rights and Discretion

Company reserves the right, in its sole discretion and without liability, to:

• Suspend, restrict, or terminate access to any account suspected of unauthorized use or security compromise;
• Require credential resets or additional authentication measures; and
• Take any action deemed necessary to protect the Services, Company systems, or other users.

Such actions may be taken without prior notice where reasonably necessary for security or operational purposes.

2.7 Survival

The obligations, disclaimers, and liability provisions set forth in this section shall survive any termination, suspension, or expiration of the Services or any agreement between Customer and Company and shall continue to apply to all activities and claims arising from or related to account access and use.

3. IDX, MLS, AND REAL ESTATE COMPLIANCE

Customer acknowledges and agrees that use of the Services in connection with any multiple listing service ("MLS"), Internet Data Exchange ("IDX"), or other real estate–related data sources, tools, or integrations is subject to strict legal, regulatory, and contractual requirements. Customer is solely responsible for ensuring full compliance with all such requirements.

3.1 Customer Responsibility for Compliance

Customer shall be solely responsible for complying with all applicable:

• MLS and IDX rules, policies, and participation agreements;
• Broker, agent, and licensing requirements;
• Real estate advertising, marketing, and disclosure laws;
• Local, state, federal, and international regulations governing real estate activities; and
• Any agreements or obligations imposed by MLS providers, associations, data licensors, or regulatory authorities.

Customer represents and warrants that it is duly licensed, authorized, and in good standing, where required, to access, display, distribute, or otherwise use MLS/IDX data through the Services.

3.2 Nature of IDX/MLS Data

Customer acknowledges that:

• MLS/IDX data is provided by third parties and may be subject to restrictions, limitations, delays, inaccuracies, or omissions;
• Property listings, pricing, availability, status, and related information may change frequently and without notice;
• Certain listings may not be available for display or distribution due to seller preferences, MLS restrictions, or legal requirements; and
• Company does not create, verify, audit, or guarantee the accuracy, completeness, timeliness, or legality of any MLS/IDX data.

All MLS/IDX data is provided "as-is" and for informational purposes only.

3.3 Display, Attribution, and Usage Requirements

Customer is solely responsible for ensuring that all display, publication, or use of MLS/IDX data through the Services complies with applicable requirements, including but not limited to:

• Proper attribution to listing brokers, MLS providers, or data sources;
• Display of required disclaimers, notices, and logos;
• Compliance with data refresh, update, and accuracy rules;
• Restrictions on scraping, redistribution, syndication, or unauthorized use of listing data; and
• Any geographic, licensing, or audience-based limitations imposed by MLS or IDX providers.

Customer shall not modify, obscure, or remove any required attribution, disclaimer, or branding associated with MLS/IDX data.

3.4 Prohibited Uses

Customer agrees not to:

• Use MLS/IDX data in violation of any applicable MLS rules or agreements;
• Resell, sublicense, redistribute, or otherwise commercially exploit MLS/IDX data except as expressly permitted;
• Use MLS/IDX data for any unlawful, misleading, deceptive, or unauthorized purpose;
• Combine MLS/IDX data with other data sources in a manner that violates MLS policies or applicable law; or
• Use automated tools, scraping technologies, or AI processes in a manner that conflicts with MLS/IDX restrictions.

3.5 Third-Party Integrations and Data Providers

Customer acknowledges that MLS/IDX functionality may involve third-party providers, feeds, APIs, or platforms. Customer agrees that:

• Company does not control and is not responsible for such third-party providers or their data;
• Access to MLS/IDX data may be modified, suspended, or terminated by such providers at any time;
• Customer is responsible for entering into and complying with all required agreements with MLSs, associations, or data vendors; and
• Company makes no representation or warranty regarding the availability, continuity, or performance of MLS/IDX integrations.

3.6 No Liability for MLS/IDX Data or Compliance

To the fullest extent permitted by law, Company shall have no liability or responsibility for:

• Any inaccuracies, errors, delays, or omissions in MLS/IDX data;
• Any failure by Customer to comply with MLS/IDX rules, licensing requirements, or applicable laws;
• Any claims, disputes, fines, penalties, or disciplinary actions arising from Customer's use of MLS/IDX data; or
• Any interruption, suspension, or termination of MLS/IDX access or feeds.

Customer assumes all risk associated with the use of MLS/IDX data and integrations.

3.7 Indemnification

Customer agrees to defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses (including attorneys' fees) arising out of or related to:

• Customer's violation of MLS/IDX rules, agreements, or policies;
• Unauthorized or improper use of MLS/IDX data;
• Failure to obtain or maintain required licenses, permissions, or authorizations; or
• Any real estate–related activities conducted through the Services.

3.8 Company Rights and Enforcement

Company reserves the right, in its sole discretion and without liability, to:

• Remove, restrict, or disable access to MLS/IDX data or integrations;
• Require modifications to Customer's use or display of such data;
• Suspend or terminate access to the Services in the event of suspected non-compliance; and
• Cooperate with MLSs, associations, regulators, or legal authorities in enforcing applicable rules or laws.

3.9 Survival

The obligations, disclaimers, and liability provisions set forth in this section shall survive any termination, suspension, or expiration of the Services or any agreement between Customer and Company and shall continue to apply to all MLS/IDX data accessed, displayed, or used during the term of the Services.

4. MARKETING, ADVERTISING, AND PLATFORM RISK ALLOCATION

Customer acknowledges and agrees that the Services may be used to create, manage, distribute, and optimize marketing, advertising, and communication activities across various channels, including but not limited to email, SMS, push notifications, social media, digital advertising platforms, IDX/MLS-integrated listings, websites, landing pages, and AI-generated content. Customer assumes full responsibility and risk for all such activities.

4.1 Customer Responsibility for Marketing and Advertising Compliance

Customer shall be solely responsible for ensuring that all marketing, advertising, and communications conducted through or in connection with the Services comply with all applicable laws, regulations, and industry standards, including but not limited to:

• Anti-spam and telemarketing laws (e.g., CAN-SPAM, TCPA, and similar laws);
• Data protection and privacy laws (e.g., GDPR, UK GDPR, CCPA/CPRA, and other applicable regulations);
• Truth-in-advertising, unfair or deceptive practices, and consumer protection laws;
• Real estate advertising rules, licensing requirements, and disclosure obligations; and
• Platform-specific rules imposed by third-party advertising or communication providers.

Customer represents and warrants that it has obtained all necessary consents, permissions, and authorizations required to send communications or process personal information in connection with its marketing and advertising activities.

4.2 Content Responsibility and Accuracy

Customer is solely responsible for all content created, submitted, distributed, or displayed through the Services, including but not limited to:

• Marketing copy, advertisements, and promotional materials;
• Property listings, descriptions, pricing, and representations;
• AI-generated content, recommendations, or automated messaging; and
• Communications sent via email, SMS, or other channels.

Customer acknowledges that Company does not review, verify, endorse, or guarantee the accuracy, legality, or appropriateness of such content and shall have no liability for any errors, omissions, misrepresentations, or unlawful content.

4.3 Third-Party Platforms and Advertising Channels

Customer acknowledges that marketing and advertising activities may involve third-party platforms, including but not limited to advertising networks, social media platforms, search engines, email service providers, SMS gateways, analytics tools, AI providers, and IDX/MLS systems. Customer agrees that:

• Company does not control, operate, or guarantee the performance, policies, or availability of such third-party platforms;
• Platform rules, algorithms, pricing, delivery, targeting, and performance are determined solely by such third parties and may change at any time;
• Campaign results, lead generation, engagement metrics, or return on investment are not guaranteed; and
• Company shall have no liability for any actions, omissions, interruptions, suspensions, account bans, or policy enforcement decisions by third-party platforms.

4.4 No Guarantee of Results or Performance

Customer acknowledges that marketing and advertising outcomes are inherently uncertain and influenced by numerous factors beyond Company's control. Company makes no representations or warranties regarding:

• Lead generation, conversion rates, or sales outcomes;
• Campaign performance, engagement, or reach;
• Accuracy or effectiveness of targeting, segmentation, or personalization; or
• Results generated through AI-driven recommendations, automation, or optimization tools.

All features and outputs are provided "as-is" and for informational or operational purposes only.

4.5 AI and Automated Marketing Risks

Customer acknowledges that any AI or automated tools used in connection with marketing or advertising may generate content or recommendations that are inaccurate, incomplete, biased, non-compliant, or otherwise unsuitable. Customer is solely responsible for reviewing, approving, and ensuring the legality and appropriateness of all AI-generated or automated outputs prior to use. Company disclaims all liability for AI-generated content or outcomes.

4.6 Risk Allocation and Assumption of Liability

Customer assumes all risk and responsibility for:

• The creation, distribution, and performance of marketing and advertising campaigns;
• Compliance with all applicable legal, regulatory, and contractual requirements;
• Interactions with leads, customers, and end users; and
• Any claims, disputes, investigations, fines, or penalties arising from marketing or advertising activities.

To the fullest extent permitted by law, Company shall have no liability for any losses, damages, or liabilities arising out of or related to Customer's marketing, advertising, or communication activities conducted through or in connection with the Services.

4.7 Indemnification

Customer agrees to defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, or expenses (including attorneys' fees) arising out of or related to:

• Customer's marketing, advertising, or communication activities;
• Violations of applicable laws, regulations, or platform policies;
• Content created or distributed through the Services; or
• Use of third-party advertising or communication platforms.

4.8 Company Rights and Controls

Company reserves the right, in its sole discretion and without liability, to:

• Suspend, restrict, or terminate marketing or communication functionality;
• Remove or disable content that may violate applicable laws, policies, or agreements;
• Limit integrations or access to third-party platforms; and
• Take any action deemed necessary to protect the Services, Company, or other users.

4.9 Survival

The provisions of this section, including all disclaimers, risk allocations, and indemnification obligations, shall survive any termination, suspension, or expiration of the Services or any agreement between Customer and Company.

5. ARTIFICIAL INTELLIGENCE; AUTOMATION; CONTENT LIABILITY

Customer acknowledges and agrees that the Services may incorporate artificial intelligence, machine learning, automation, and algorithmic systems (collectively, "AI Systems") to generate, analyze, recommend, or modify content, data, communications, workflows, and other outputs. Such AI Systems are probabilistic in nature and may produce results that are inaccurate, incomplete, inconsistent, biased, or otherwise unsuitable.

5.1 Nature of AI and Automated Outputs

Customer understands and agrees that:

• AI-generated or automated outputs are based on patterns, models, and data inputs and do not constitute factual, verified, or authoritative information;
• Outputs may vary, change over time, or differ based on inputs, context, or system updates;
• AI Systems may generate content that contains errors, omissions, misstatements, or unintended results; and
• Company does not guarantee the accuracy, completeness, legality, reliability, or appropriateness of any AI-generated or automated output.

All AI-related features and outputs are provided "as-is" and for informational or operational assistance only.

5.2 Customer Responsibility for Review and Use

Customer shall be solely responsible for:

• Reviewing, validating, and approving all AI-generated or automated outputs prior to use, publication, or distribution;
• Ensuring that all such outputs comply with applicable laws, regulations, contractual obligations, and industry standards;
• Determining the suitability of AI-generated content for its intended purpose; and
• Implementing appropriate human oversight and safeguards in connection with any automated processes.

Customer shall not rely on AI Systems as a substitute for professional judgment, independent verification, or legal compliance.

5.3 Content Ownership and Liability

Customer is solely responsible for all content created, generated, modified, transmitted, or distributed through the Services, including:

• AI-generated text, images, communications, or recommendations;
• Marketing materials, advertisements, and automated messaging;
• Property listings, descriptions, and real estate–related content; and
• Any data or content submitted to or processed by AI Systems.

Customer assumes all liability for such content, including any claims arising from inaccuracies, infringement, defamation, regulatory violations, or other legal issues. Company shall have no liability for any content generated or used by Customer through the Services.

5.4 Third-Party AI Providers and Integrations

Customer acknowledges that AI functionality may be powered by or integrated with third-party providers, models, APIs, or platforms. Customer agrees that:

• Company does not control and is not responsible for the operation, availability, or outputs of such third-party AI providers;
• Such providers may have independent terms, policies, or data processing practices; and
• Company disclaims all liability for any acts, omissions, errors, or failures of third-party AI systems or services.

Customer assumes all risk associated with the use of third-party AI integrations.

5.5 Data Usage and Processing by AI Systems

Customer acknowledges that data submitted to the Services may be processed by AI Systems for purposes such as generating outputs, improving functionality, training models (where permitted), analytics, or automation. Customer represents and warrants that it has all necessary rights, consents, and permissions to submit such data for AI processing.

Customer is solely responsible for ensuring that no data submitted to AI Systems violates applicable laws, contractual restrictions, or third-party rights.

5.6 No Warranty; Limitation of Liability

To the fullest extent permitted by law, Company makes no representations or warranties of any kind, express or implied, regarding AI Systems or their outputs, including any warranties of accuracy, reliability, non-infringement, or fitness for a particular purpose.

Company shall have no liability for any loss, damage, claim, or liability arising out of or related to:

• AI-generated or automated outputs;
• Customer's use of or reliance on such outputs;
• Errors, omissions, bias, or inaccuracies in AI results; or
• Any decisions or actions taken based on AI-generated content.

5.7 Indemnification

Customer agrees to defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses (including attorneys' fees) arising out of or related to:

• Customer's use of AI Systems or automated features;
• Content generated, modified, or distributed through AI functionality;
• Violations of applicable laws, regulations, or third-party rights; or
• Any failure by Customer to review, validate, or supervise AI-generated outputs.

5.8 Company Rights and Controls

Company reserves the right, in its sole discretion and without liability, to:

• Modify, limit, suspend, or discontinue AI features or functionality;
• Filter, restrict, or remove AI-generated outputs; and
• Implement safeguards, usage limits, or content controls to address legal, ethical, or operational risks.

5.9 Survival

The provisions of this section, including all disclaimers, liability allocations, and indemnification obligations, shall survive any termination, suspension, or expiration of the Services or any agreement between Customer and Company.

6. DATA RIGHTS

Customer acknowledges and agrees that, as between Customer and Company, Customer retains all right, title, and interest in and to Customer Data, subject to the rights granted to Company under this Agreement.

6.1 Customer Ownership of Data

Customer retains ownership of all data, content, and information submitted to, stored in, or processed through the Services ("Customer Data"), including personal information, communications, listings, marketing content, and other materials. Customer represents and warrants that it has all necessary rights, permissions, and authority to provide such Customer Data to Company and to permit its use as contemplated herein.

6.2 License to Company

Customer hereby grants to Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to access, use, process, store, transmit, reproduce, modify, adapt, display, and otherwise utilize Customer Data for the following purposes:

• Providing, operating, maintaining, and improving the Services;
• Performing analytics, diagnostics, and system optimization;
• Enabling integrations with third-party services, APIs, and platforms;
• Supporting automation, AI functionality, and feature development; and
• Complying with legal, regulatory, or contractual obligations.

This license shall continue for the duration of Customer's use of the Services and as otherwise necessary to fulfill the purposes described herein.

6.3 Aggregated and De-Identified Data

Company may create, use, and retain aggregated, anonymized, or de-identified data derived from Customer Data for any lawful purpose, including analytics, benchmarking, product development, training of systems (where permitted), and business operations. Such data shall not identify Customer or any individual and shall be owned exclusively by Company.

6.4 Third-Party Data and Integrations

Customer acknowledges that Customer Data may be transmitted to, processed by, or stored with third-party service providers, including but not limited to CRM systems, IDX/MLS providers, advertising platforms, analytics tools, AI providers, cloud infrastructure providers, and communication services. Customer is solely responsible for ensuring that it has all necessary rights, consents, and authorizations for such transfers and processing. Company disclaims all liability for third-party handling of Customer Data.

6.5 Data Rights of End Users

Customer is solely responsible for managing and responding to any requests from end users or data subjects regarding their personal information, including requests to access, correct, delete, or restrict processing. Company may provide reasonable technical assistance but does not assume responsibility for fulfilling such requests or ensuring compliance with applicable data protection laws.

6.6 Restrictions and Compliance

Customer shall not submit or process any Customer Data through the Services in violation of applicable laws, regulations, contractual obligations, or third-party rights. Customer represents and warrants that all Customer Data has been collected and will be processed in compliance with applicable privacy, data protection, and marketing laws.

6.7 No Liability for Data Content

Company does not review, verify, or control Customer Data and shall have no responsibility or liability for the accuracy, legality, quality, or content of Customer Data. Customer assumes all risk associated with the use, processing, and transmission of Customer Data through the Services.

6.8 Survival

The rights and obligations set forth in this section shall survive any termination, suspension, or expiration of the Services or this Agreement, including Company's rights to retain and use aggregated or de-identified data as permitted herein.

7. COMMUNICATIONS; TCPA; PRIVACY; REGULATORY LIABILITY

Customer acknowledges and agrees that the Services may be used to initiate, send, receive, manage, and automate communications, including but not limited to SMS/text messages, phone calls, email, push notifications, and other electronic communications (collectively, "Communications"). Customer assumes full responsibility and liability for all such Communications conducted through or in connection with the Services.

7.1 Customer Responsibility for Legal Compliance

Customer shall be solely responsible for ensuring that all Communications comply with all applicable laws, regulations, and industry standards, including but not limited to:

• The Telephone Consumer Protection Act (TCPA) and related regulations;
• The CAN-SPAM Act and email marketing laws;
• Applicable federal and state telemarketing, privacy, and consumer protection laws;
• Data protection and privacy laws, including GDPR, UK GDPR, and CCPA/CPRA; and
• Any carrier, platform, or industry-specific requirements governing communications.

Customer represents and warrants that it has obtained all required prior express consent (including, where applicable, prior express written consent) from recipients before initiating Communications and has provided all legally required disclosures and notices.

7.2 Consent, Opt-In, and Opt-Out Requirements

Customer is solely responsible for:

• Obtaining, documenting, and maintaining valid consent from recipients;
• Providing clear and conspicuous disclosures regarding the nature and frequency of Communications;
• Honoring all opt-out, unsubscribe, "STOP," "DO NOT CALL," or similar requests promptly and in accordance with applicable law; and
• Maintaining and complying with internal suppression lists and consent records.

Customer acknowledges that failure to comply with consent and opt-out requirements may result in significant legal liability, and Company shall have no responsibility for such compliance.

7.3 Content and Transmission of Communications

Customer is solely responsible for all content transmitted through the Services, including automated or AI-generated messages. Customer shall ensure that all Communications:

• Are accurate, lawful, and not misleading or deceptive;
• Comply with advertising, disclosure, and consumer protection requirements; and
• Do not violate any third-party rights, including privacy, intellectual property, or publicity rights.

Company does not review, monitor, or control Communications and shall have no liability for any content transmitted by Customer.

7.4 Automated and AI-Driven Communications

Customer acknowledges that the Services may enable automated dialing, messaging, sequencing, or AI-generated Communications. Customer agrees that:

• Use of such features may be subject to heightened legal requirements, including express written consent under TCPA and similar laws;
• Customer is solely responsible for determining whether and how such features may be lawfully used; and
• Company disclaims all liability for any use of automated or AI-driven Communications that violates applicable law.

7.5 Third-Party Carriers and Communication Providers

Customer acknowledges that Communications may be transmitted through third-party carriers, gateways, or service providers (including SMS providers, telecom carriers, email platforms, or push notification services). Customer agrees that:

• Company does not control and is not responsible for the performance, delivery, filtering, blocking, or routing of Communications by such third parties;
• Delivery is not guaranteed and may be affected by carrier policies, spam filters, or technical limitations; and
• Company shall have no liability for delays, failures, non-delivery, or errors in transmission.

7.6 Privacy and Data Protection

Customer is solely responsible for ensuring that all personal information used in connection with Communications is collected, processed, and disclosed in compliance with applicable privacy and data protection laws. Customer shall provide all required privacy notices and obtain all necessary consents related to the use of personal data for communication purposes.

7.7 Regulatory Risk and Liability Allocation

Customer assumes all risk and liability for:

• Any violations of TCPA, CAN-SPAM, privacy laws, or other communication-related regulations;
• Any claims, investigations, enforcement actions, fines, or penalties arising from Communications; and
• Any interactions with recipients, including complaints, disputes, or legal claims.

To the fullest extent permitted by law, Company shall have no liability for any such matters.

7.8 Indemnification

Customer agrees to defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, or expenses (including attorneys' fees) arising out of or related to:

• Customer's Communications or use of the Services for communication purposes;
• Violations of applicable laws, regulations, or industry standards;
• Failure to obtain or maintain valid consent; or
• Content transmitted through the Services.

7.9 Company Rights and Controls

Company reserves the right, in its sole discretion and without liability, to:

• Monitor usage patterns for compliance-related risks;
• Suspend, restrict, or terminate communication capabilities;
• Block or filter Communications; and
• Take any action deemed necessary to comply with legal obligations or protect the Services, Company, or third parties.

7.10 Survival

The provisions of this section, including all compliance obligations, disclaimers, liability allocations, and indemnification requirements, shall survive any termination, suspension, or expiration of the Services or this Agreement.

8. THIRD-PARTY SERVICES; INFRASTRUCTURE; SYSTEM DEPENDENCIES

Customer acknowledges and agrees that the Services rely on, interoperate with, and are dependent upon a variety of third-party services, infrastructure, and technologies, including but not limited to cloud hosting providers, data centers, telecommunications networks, internet service providers, software libraries, APIs, integrations, payment processors, AI platforms, analytics providers, advertising networks, IDX/MLS feeds, and communication gateways (collectively, "Third-Party Systems").

8.1 Dependence on Third-Party Systems

Customer understands and agrees that:

• The availability, performance, security, and functionality of the Services are inherently dependent on Third-Party Systems;
• Such Third-Party Systems are outside the control of Company and may change, degrade, suspend, or terminate services at any time; and
• Interruptions, delays, errors, or limitations in Third-Party Systems may impact the availability or performance of the Services.

8.2 No Control; No Responsibility

Customer acknowledges that Company does not own, operate, or control Third-Party Systems and makes no representations or warranties regarding their:

• Availability, uptime, or performance;
• Security, data protection, or privacy practices;
• Compliance with applicable laws or regulations; or
• Accuracy, reliability, or outputs.

Company shall have no liability or responsibility for any acts, omissions, failures, or disruptions of Third-Party Systems.

8.3 Service Interruptions and Limitations

Customer acknowledges that the Services may be subject to interruptions, delays, outages, or degradation caused by Third-Party Systems, including but not limited to:

• Network failures, internet outages, or carrier disruptions;
• API changes, rate limits, or deprecations;
• Cloud infrastructure issues or maintenance events;
• Failures or limitations of AI models, analytics platforms, or communication providers; and
• IDX/MLS feed interruptions or data provider restrictions.

All such events are outside Company's control, and Company shall have no liability for any resulting loss, damage, or service impact.

8.4 Third-Party Terms and Compliance

Customer is solely responsible for:

• Reviewing, understanding, and complying with all applicable terms, policies, and requirements of Third-Party Systems;
• Maintaining any necessary accounts, licenses, or agreements required for integrations; and
• Ensuring that its use of Third-Party Systems in connection with the Services complies with applicable laws and contractual obligations.

Company's provision of integrations or connectivity does not transfer responsibility or liability for Third-Party Systems to Company.

8.5 Data Transmission and Processing

Customer acknowledges that Customer Data may be transmitted to, processed by, or stored with Third-Party Systems as part of the functionality of the Services. Customer agrees that:

• Company does not control the handling, processing, or security of data once it is transmitted to Third-Party Systems;
• Third-Party Systems may have independent data practices and policies; and
• Company shall have no liability for unauthorized access, disclosure, loss, or misuse of data by Third-Party Systems.

Customer assumes all risk associated with such data transfers and processing.

8.6 Changes to Integrations and Dependencies

Company reserves the right, in its sole discretion and without liability, to:

• Add, modify, replace, or remove integrations with Third-Party Systems;
• Change the manner in which the Services interact with such systems; and
• Discontinue support for any Third-Party System at any time.

Customer acknowledges that such changes may affect functionality, features, or workflows.

8.7 No Warranty; Limitation of Liability

To the fullest extent permitted by law, the Services are provided on an "as-is" and "as-available" basis with respect to all Third-Party Systems. Company disclaims all warranties, express or implied, relating to Third-Party Systems and shall have no liability for any loss, damage, or liability arising out of or related to:

• Third-Party System failures, outages, or performance issues;
• Changes in third-party policies, APIs, or availability;
• Data loss, corruption, or unauthorized access involving third parties; or
• Any reliance on Third-Party Systems or their outputs.

8.8 Indemnification

Customer agrees to defend, indemnify, and hold harmless Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses (including attorneys' fees) arising out of or related to:

• Customer's use of or reliance on Third-Party Systems;
• Customer's failure to comply with third-party terms or legal requirements; or
• Any data transmitted to or processed by Third-Party Systems in connection with Customer's use of the Services.

8.9 Survival

The provisions of this section shall survive any termination, suspension, or expiration of the Services or this Agreement and shall continue to apply to all Third-Party Systems utilized in connection with the Services.

9. PROHIBITED USES; SCRAPING; AUTOMATION; COMPETITIVE RESTRICTIONS

Customer acknowledges and agrees that access to and use of the Services is conditioned upon strict compliance with the restrictions set forth in this section. Any violation of these restrictions may result in immediate suspension or termination of access, without notice, and may subject Customer to legal action.

9.1 General Prohibited Uses

Customer shall not, and shall not permit any third party to:

• Use the Services for any unlawful, fraudulent, deceptive, or unauthorized purpose;
• Violate any applicable laws, regulations, or third-party rights in connection with the Services;
• Interfere with, disrupt, or compromise the integrity, security, or performance of the Services or related systems;
• Attempt to gain unauthorized access to any portion of the Services, accounts, or systems; or
• Use the Services in any manner that could damage, disable, overburden, or impair Company infrastructure or operations.

9.2 Scraping and Data Extraction

Customer shall not, and shall not permit any third party to:

• Scrape, crawl, harvest, extract, copy, or collect any data, content, or information from the Services by automated or manual means, except as expressly authorized in writing;
• Use bots, spiders, scripts, or other automated tools to access or interact with the Services in a manner that exceeds normal human usage patterns;
• Bypass, circumvent, or defeat any technical measures designed to prevent unauthorized data access or extraction; or
• Aggregate, replicate, or store data obtained from the Services for purposes unrelated to Customer's authorized use.

9.3 Automation and System Abuse

Customer shall not:

• Use automated systems, scripts, or processes to generate excessive requests, queries, or interactions with the Services;
• Abuse APIs, integrations, or system endpoints in a manner that exceeds rate limits or intended usage;
• Use the Services to create, deploy, or operate competing automation systems, bots, or platforms; or
• Engage in any activity that imposes an unreasonable or disproportionate load on the Services or supporting infrastructure.

9.4 Competitive Use and Reverse Engineering

Customer shall not, and shall not permit any third party to:

• Access or use the Services for the purpose of building, developing, training, benchmarking, or improving any competing product, service, or platform;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, algorithms, or trade secrets of the Services;
• Copy, replicate, or create derivative works based on the Services or any portion thereof; or
• Use any outputs, data, or insights obtained from the Services to develop or enhance a competing offering.

9.5 Data Misuse and Redistribution

Customer shall not:

• Sell, license, sublicense, distribute, or otherwise commercialize any data, content, or outputs obtained from the Services except as expressly permitted;
• Use the Services to collect or process data in violation of applicable privacy, data protection, or marketing laws; or
• Misuse any data obtained through integrations, including IDX/MLS data, third-party data, or personal information.

9.6 Circumvention of Controls

Customer shall not:

• Circumvent or attempt to circumvent any usage limits, security controls, authentication measures, or access restrictions;
• Use multiple accounts, proxies, or other methods to evade detection or bypass restrictions; or
• Attempt to disable, interfere with, or undermine any safeguards implemented by Company.

9.7 Monitoring and Enforcement

Customer acknowledges and agrees that Company may, but is not obligated to, monitor usage of the Services to detect violations of this section. Company reserves the right, in its sole discretion and without liability, to:

• Investigate any suspected violation;
• Suspend, restrict, or terminate access to the Services;
• Remove or disable access to any data or content; and
• Pursue any legal or equitable remedies available.

9.8 No Liability; Remedies

Company shall have no liability for any actions taken in connection with the enforcement of this section. Customer acknowledges that any violation may cause irreparable harm to Company for which monetary damages may be inadequate, and Company shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

9.9 Survival

The restrictions and obligations set forth in this section shall survive any termination, suspension, or expiration of the Services or this Agreement and shall continue to apply to any prior or ongoing use of the Services.

10. FEES; PAYMENT; CHARGEBACKS; COLLECTION

Customer acknowledges and agrees that access to and use of the Services is conditioned upon timely payment of all applicable fees. Customer assumes full responsibility for all payment obligations associated with its account.

10.1 Fees and Billing Obligations

Customer agrees to pay all fees, charges, and applicable taxes associated with the Services, including subscription fees, usage-based fees, add-on services, third-party pass-through costs, and any other charges incurred in connection with Customer's account ("Fees"). All Fees are due and payable in accordance with the billing terms presented at the time of purchase or as otherwise agreed in writing.

Unless otherwise expressly stated:

• Cancel anytime. Your subscription will continue until the end of your current billing period, with charges prorated based on your original purchase date. You will not be billed for the next cycle;
• Fees are billed in advance on a recurring basis (e.g., monthly or annually); and
• Customer's obligation to pay is not contingent upon actual usage or results achieved.

10.2 Payment Authorization and Method

Customer authorizes Company and its payment processors to charge all Fees to Customer's designated payment method, including any renewal or recurring charges. Customer shall maintain accurate, current, and valid payment information at all times.

If a payment method fails or becomes invalid, Customer authorizes Company to continue attempting to charge updated or alternative payment methods associated with the account, to the extent permitted by law.

10.3 Late Payments and Suspension

If any Fees are not paid when due, Company may, without limitation and in its sole discretion:

• Suspend or restrict access to the Services;
• Charge interest on overdue amounts at the maximum rate permitted by law (or, if less, 1.5% per month);
• Assess late fees or administrative charges; and
• Require prepayment or modified billing terms as a condition of continued access.

Customer remains responsible for all Fees accrued during any period of suspension.

10.4 Chargebacks and Payment Disputes

Customer agrees not to initiate chargebacks, payment reversals, or disputes with its payment provider without first making a good-faith effort to resolve the issue directly with Company.

In the event of any chargeback or payment dispute:

• Company may immediately suspend or terminate Customer's access to the Services;
• The disputed amount, along with any applicable fees, penalties, or costs incurred by Company, shall become immediately due and payable; and
• Company reserves the right to contest the chargeback and provide relevant account and usage records to the payment processor.

Customer acknowledges that initiating a chargeback does not relieve Customer of its contractual payment obligations.

10.5 Collections and Recovery of Amounts Owed

Customer agrees that Company may pursue all available remedies to collect unpaid amounts, including:

• Engaging third-party collection agencies;
• Reporting delinquent accounts to credit reporting agencies, where permitted by law; and
• Initiating legal action to recover outstanding balances.

Customer shall be responsible for all costs of collection incurred by Company, including reasonable attorneys' fees, court costs, collection agency fees, and administrative expenses, to the fullest extent permitted by law.

10.6 No Setoff; No Withholding

Customer shall pay all Fees without setoff, counterclaim, deduction, or withholding of any kind, except as required by applicable law.

10.7 Pricing Changes

Company reserves the right to modify Fees or introduce new charges at any time upon prior notice to Customer. Continued use of the Services following such notice constitutes acceptance of the updated pricing.

10.8 Taxes

Customer is solely responsible for all applicable taxes, duties, levies, or governmental charges associated with the Services, excluding taxes based on Company's net income.

10.9 No Liability for Billing or Payment Issues

Company shall have no liability for any losses, damages, or claims arising from payment processing issues, including failures, delays, or errors caused by third-party payment processors or financial institutions.

10.10 Survival

All payment obligations, including unpaid Fees, interest, chargebacks, collection costs, and related liabilities, shall survive any termination, suspension, or expiration of the Services or this Agreement.

11. SERVICE AVAILABILITY; OUTAGES; FORCE MAJEURE

Customer acknowledges and agrees that the Services are provided on a dynamic, cloud-based infrastructure and are not guaranteed to be uninterrupted, error-free, or continuously available.

11.1 No Guarantee of Availability

Company does not guarantee that the Services will be available at all times or operate without interruption, delay, or error. Availability may be affected by scheduled maintenance, upgrades, system modifications, or factors beyond Company's control.

Customer acknowledges that:

• Temporary interruptions, latency, or degradation of performance may occur;
• Features or functionality may be modified, suspended, or discontinued at any time; and
• Access to the Services may be limited or unavailable in certain regions, environments, or circumstances.

11.2 Maintenance and Modifications

Company reserves the right, in its sole discretion and without liability, to:

• Perform scheduled or unscheduled maintenance, updates, or upgrades;
• Modify, enhance, or discontinue any aspect of the Services; and
• Implement changes necessary for security, compliance, or operational purposes.

Where reasonably practicable, Company may provide advance notice of planned maintenance, but is not obligated to do so.

11.3 Third-Party Dependencies

Customer acknowledges that the Services rely on third-party infrastructure and services, including but not limited to cloud hosting providers, data centers, internet service providers, payment processors, IDX/MLS systems, AI platforms, and communication networks.

Company shall not be responsible for any unavailability, delay, or failure caused by such third-party systems or dependencies.

11.4 Outages and Service Interruptions

In the event of any outage, disruption, or degradation of the Services, Company will use commercially reasonable efforts to restore functionality; however:

• Company makes no guarantee regarding response times, recovery times, or resolution outcomes;
• Customer is solely responsible for maintaining any necessary backup systems, redundancies, or contingency plans; and
• Company shall have no liability for any loss of data, revenue, business opportunities, or other damages resulting from service interruptions.

11.5 Force Majeure

Company shall not be liable for any failure or delay in the performance of the Services, or any portion thereof, if such failure or delay is due to events or circumstances beyond its reasonable control ("Force Majeure Event"), including but not limited to:

• Acts of God, natural disasters, fires, floods, earthquakes, or severe weather;
• War, terrorism, civil unrest, riots, or governmental actions;
• Labor disputes, strikes, or shortages of labor or materials;
• Failures or disruptions of power, telecommunications, internet infrastructure, or hosting environments;
• Cyberattacks, denial-of-service attacks, malware, ransomware, or other security incidents;
• Failures or delays of third-party providers, vendors, or partners; or
• Any other event that is beyond Company's reasonable control.

During any Force Majeure Event, Company's obligations shall be suspended for the duration of the event and for a reasonable period thereafter to allow for recovery.

11.6 No Credits or Compensation

Unless expressly set forth in a separate written agreement (such as a service level agreement), Customer is not entitled to any refunds, credits, or other compensation for any unavailability, outage, or degradation of the Services.

11.7 Risk Allocation

Customer acknowledges that the allocation of risk reflected in this section is a fundamental basis of the agreement between the parties. Customer assumes all risk associated with reliance on the continuous availability or performance of the Services.

11.8 Survival

The provisions of this section, including all disclaimers and limitations of liability, shall survive any termination, suspension, or expiration of the Services or this Agreement.

12. DATA LOSS; BACKUPS; SYSTEM FAILURE

Customer acknowledges and agrees that the Services involve the transmission, storage, and processing of data across distributed systems and third-party infrastructure, and that risks of data loss, corruption, or unavailability cannot be eliminated.

12.1 No Guarantee of Data Preservation

Company does not guarantee the availability, integrity, accuracy, or preservation of any data submitted to, stored in, or processed by the Services ("Customer Data").

Customer acknowledges that:

• Data may be lost, corrupted, delayed, misdirected, or permanently deleted;
• Data may not be recoverable in whole or in part; and
• System errors, failures, or external events may impact data availability or integrity.

12.2 Customer Responsibility for Backups

Customer is solely responsible for maintaining independent, complete, and up-to-date backups of all Customer Data.

Customer shall:

• Implement appropriate backup, archiving, and recovery procedures;
• Retain copies of all critical data outside of the Services; and
• Regularly test backup and restoration processes.

Customer agrees not to rely on the Services as its sole repository or storage system for any data.

12.3 System Failures and Technical Limitations

Customer acknowledges that the Services may experience system failures, including but not limited to:

• Hardware failures, software bugs, or configuration errors;
• Network interruptions, latency, or connectivity issues;
• Failures of third-party infrastructure, including cloud providers, data centers, or integrations; and
• Cybersecurity incidents, including unauthorized access, malware, or data breaches.

Company shall not be responsible for any data loss, corruption, or inaccessibility resulting from such events.

12.4 No Obligation to Restore Data

Company has no obligation to recover, restore, reconstruct, or provide access to any lost, deleted, or corrupted Customer Data, except to the extent expressly required by applicable law or a separate written agreement.

Any assistance provided by Company in connection with data recovery shall be at Company's sole discretion and may be subject to additional fees.

12.5 Third-Party Data and Integrations

Customer acknowledges that Customer Data may be transmitted to or processed by third-party systems, including cloud providers, CRM platforms, IDX/MLS systems, AI platforms, analytics providers, and communication services.

Company shall have no responsibility or liability for any loss, corruption, or failure of data occurring within or caused by such third-party systems.

12.6 Risk Allocation

Customer assumes all risk associated with data loss, corruption, or system failure, including any resulting loss of business, revenue, opportunities, or goodwill.

Customer acknowledges that the pricing of the Services reflects this allocation of risk and the absence of guaranteed data preservation or recovery.

12.7 Limitation of Liability

To the fullest extent permitted by law, Company shall have no liability for any loss, damage, or claim arising out of or related to:

• Loss, corruption, or unavailability of Customer Data;
• Failure to store, transmit, or process data;
• Delays or interruptions affecting data access; or
• Any reliance on the Services for data storage or backup purposes.

12.8 Survival

The provisions of this section, including all disclaimers and limitations of liability, shall survive any termination, suspension, or expiration of the Services or this Agreement.

13. DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ALL FEATURES, FUNCTIONALITY, CONTENT, DATA, AND OUTPUTS (INCLUDING ANY AI-GENERATED OR AUTOMATED OUTPUTS), ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS.

13.1 No Express or Implied Warranties

COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION: IMPLIED WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT; ACCURACY, COMPLETENESS, OR RELIABILITY OF DATA OR CONTENT; AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

13.2 No Warranty of Performance or Availability

COMPANY DOES NOT WARRANT THAT THE SERVICES WILL: OPERATE WITHOUT INTERRUPTION, DELAY, OR ERROR; BE SECURE, FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS; MEET CUSTOMER'S REQUIREMENTS, EXPECTATIONS, OR INTENDED USES; OR PRODUCE ANY SPECIFIC RESULTS, OUTCOMES, OR BUSINESS BENEFITS.

13.3 No Warranty for Data or Outputs

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING: THE ACCURACY, COMPLETENESS, OR INTEGRITY OF ANY DATA; THE PRESERVATION, SECURITY, OR AVAILABILITY OF CUSTOMER DATA; OR THE VALIDITY, RELIABILITY, OR SUITABILITY OF ANY OUTPUTS, INCLUDING AI-GENERATED OR AUTOMATED OUTPUTS. ALL OUTPUTS ARE PROVIDED FOR INFORMATIONAL OR OPERATIONAL PURPOSES ONLY AND ARE NOT GUARANTEED TO BE ERROR-FREE, LAWFUL, OR APPROPRIATE.

13.4 Third-Party Services and Integrations

THE SERVICES MAY RELY ON OR INTEGRATE WITH THIRD-PARTY SYSTEMS, INCLUDING CLOUD INFRASTRUCTURE, IDX/MLS SYSTEMS, AI PROVIDERS, ANALYTICS PLATFORMS, PAYMENT PROCESSORS, AND COMMUNICATION NETWORKS. COMPANY MAKES NO WARRANTIES WITH RESPECT TO SUCH THIRD-PARTY SERVICES AND DISCLAIMS ALL LIABILITY ARISING FROM THEIR PERFORMANCE, AVAILABILITY, SECURITY, OR COMPLIANCE.

13.5 No Professional Advice

ANY INFORMATION, CONTENT, OR OUTPUTS PROVIDED THROUGH THE SERVICES DO NOT CONSTITUTE LEGAL, FINANCIAL, REAL ESTATE, OR OTHER PROFESSIONAL ADVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING INDEPENDENT PROFESSIONAL GUIDANCE AS APPROPRIATE.

13.6 Customer Assumption of Risk

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT: CUSTOMER'S USE OF THE SERVICES IS AT ITS SOLE RISK; CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING ALL DATA, CONTENT, AND OUTPUTS; AND COMPANY DOES NOT GUARANTEE ANY PARTICULAR RESULTS OR PERFORMANCE OUTCOMES.

13.7 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES. TO THE EXTENT SUCH LAWS APPLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY, AND THE WARRANTIES SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13.8 Survival

THE DISCLAIMERS SET FORTH IN THIS SECTION SHALL SURVIVE ANY TERMINATION, SUSPENSION, OR EXPIRATION OF THE SERVICES OR THIS AGREEMENT.

14. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL BE LIMITED AS SET FORTH IN THIS SECTION.

14.1 Exclusion of Damages

IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY: INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, OR GOODWILL; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; BUSINESS INTERRUPTION OR SYSTEM FAILURE; OR COST OF SUBSTITUTE SERVICES OR PROCUREMENT OF REPLACEMENT GOODS OR SERVICES; ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL, AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IF NO FEES HAVE BEEN PAID, COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).

14.3 Scope of Limitations

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION SHALL APPLY TO ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE ARISING FROM OR RELATED TO: USE OF OR INABILITY TO USE THE SERVICES; DATA LOSS, CORRUPTION, OR SECURITY INCIDENTS; AI-GENERATED OR AUTOMATED OUTPUTS; THIRD-PARTY SERVICES, INTEGRATIONS, OR DEPENDENCIES; ERRORS, OMISSIONS, OR INACCURACIES IN CONTENT OR DATA; SERVICE INTERRUPTIONS, OUTAGES, OR PERFORMANCE ISSUES; AND UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER DATA.

14.4 Essential Basis of the Bargain

CUSTOMER ACKNOWLEDGES THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT COMPANY WOULD NOT PROVIDE THE SERVICES WITHOUT SUCH LIMITATIONS.

14.5 Allocation of Risk

CUSTOMER AGREES THAT IT ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE SERVICES, INCLUDING ANY RELIANCE ON DATA, CONTENT, OR OUTPUTS, AND THAT THE PRICING OF THE SERVICES REFLECTS THIS ALLOCATION OF RISK.

14.6 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITIES. TO THE EXTENT SUCH LAWS APPLY, THE LIMITATIONS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14.7 Survival

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL SURVIVE ANY TERMINATION, SUSPENSION, OR EXPIRATION OF THE SERVICES OR THIS AGREEMENT.

15. INDEMNIFICATION

Customer acknowledges and agrees to defend, indemnify, and hold harmless Company and its affiliates, subsidiaries, officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the "Company Parties") from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or related to:

15.1 Customer Use of the Services

• Customer's access to or use of the Services;
• Any activities conducted under Customer's account, whether authorized or unauthorized; and
• Customer's reliance on or use of any data, content, or outputs generated through the Services, including AI-generated or automated outputs.

15.2 Customer Data and Content

• Any Customer Data, content, or materials submitted, uploaded, transmitted, or processed through the Services;
• Allegations that Customer Data or content infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other rights of any third party; and
• Any failure by Customer to obtain required rights, consents, or permissions related to such data or content.

15.3 Legal and Regulatory Compliance

• Customer's violation of any applicable laws, regulations, or industry standards, including but not limited to data protection, privacy, marketing, advertising, telecommunications, and real estate regulations;
• Violations of the TCPA, CAN-SPAM, GDPR, CCPA/CPRA, or similar laws in connection with Customer's use of the Services; and
• Any failure to provide required notices or obtain valid consent from end users, leads, or data subjects.

15.4 Communications and Marketing Activities

• SMS, text messaging, email, or other communications initiated, managed, or transmitted by or on behalf of Customer;
• Marketing campaigns, advertisements, or automated messaging; and
• Any claims of spam, unsolicited communications, or unlawful marketing practices.

15.5 Third-Party Services and Integrations

• Customer's use of or interaction with third-party services, including IDX/MLS systems, CRM platforms, advertising networks, AI providers, analytics tools, and communication services; and
• Any acts, omissions, or failures of such third-party providers in connection with Customer's use of the Services.

15.6 Prohibited or Unauthorized Conduct

• Any violation of the Agreement, including prohibited uses, scraping, automation abuse, or competitive misuse;
• Fraudulent, deceptive, or unlawful conduct; and
• Any misuse of the Services or related systems.

15.7 Indemnification Procedures

Company reserves the right, at its sole discretion and expense, to assume the exclusive defense and control of any matter subject to indemnification. In such case:

• Customer shall fully cooperate with Company in the defense of such claim;
• Customer shall not settle any claim without Company's prior written consent if such settlement imposes any liability or obligation on Company; and
• Company may participate in the defense with counsel of its choosing at Customer's expense.

15.8 Ongoing Obligations

Customer's indemnification obligations apply regardless of whether a claim arises during or after the term of the Services and regardless of whether such claim is based on contract, tort, statute, or any other legal theory.

15.9 No Limitation

Customer's obligations under this section are independent of, and shall not be limited by, any limitation of liability or exclusion of damages set forth elsewhere in this Agreement, to the fullest extent permitted by law.

15.10 Survival

The obligations set forth in this section shall survive any termination, suspension, or expiration of the Services or this Agreement.

16. TERMINATION; SUSPENSION; ENFORCEMENT

Customer acknowledges and agrees that Company retains broad rights to suspend, restrict, or terminate access to the Services in order to protect its platform, users, and business operations.

16.1 Termination for Convenience

Company may, at any time and in its sole discretion, terminate or discontinue the Services, in whole or in part, or terminate Customer's access to the Services, with or without notice and without liability.

Customer may terminate its use of the Services at any time; however, such termination shall not relieve Customer of any outstanding payment obligations or other accrued liabilities.

16.2 Suspension or Termination for Cause

Company may immediately suspend, restrict, or terminate Customer's access to the Services, without notice or liability, if Company determines, in its sole discretion, that:

• Customer has violated any provision of this Agreement;
• Customer's use of the Services poses a security risk or may adversely impact the Services or other users;
• Customer engages in fraudulent, unlawful, deceptive, or abusive conduct;
• Customer fails to pay any Fees when due;
• Customer initiates a chargeback or payment dispute; or
• Suspension or termination is necessary to comply with applicable law, regulation, legal process, or governmental request.

16.3 Effect of Suspension

During any period of suspension:

• Customer's access to the Services may be limited or completely disabled;
• Customer may be unable to access or retrieve Customer Data; and
• Company shall have no obligation to maintain or preserve Customer Data during such period.

Suspension does not relieve Customer of any obligation to pay Fees or comply with this Agreement.

16.4 Effect of Termination

Upon termination of the Services for any reason:

• All rights granted to Customer under this Agreement shall immediately cease;
• Customer shall immediately discontinue all use of the Services;
• Company may disable or delete Customer's account, data, and content without liability; and
• Any outstanding Fees and obligations shall become immediately due and payable.

Company shall have no obligation to provide access to or export Customer Data following termination, unless otherwise required by applicable law or expressly agreed in writing.

16.5 Enforcement and Remedies

Company reserves the right, in its sole discretion and without liability, to:

• Investigate any suspected violations of this Agreement;
• Take appropriate enforcement action, including warnings, suspension, termination, or legal action;
• Remove, restrict, or disable access to any data, content, or functionality; and
• Cooperate with law enforcement or regulatory authorities.

Customer acknowledges that violations of this Agreement may cause irreparable harm to Company for which monetary damages may be inadequate, and Company shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

16.6 No Liability for Enforcement Actions

Company shall have no liability to Customer or any third party for any suspension, restriction, termination, or other enforcement action taken in accordance with this Agreement.

16.7 Survival

All provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to provisions relating to payment obligations, disclaimers, limitation of liability, indemnification, data rights, and enforcement.

17. LEGAL PROCESS; SUBPOENAS; GOVERNMENT REQUESTS

Customer acknowledges and agrees that Company may be required to disclose information in response to legal process or governmental requests and that such disclosures may occur without notice to Customer.

17.1 Disclosure in Response to Legal Process

Company may access, preserve, and disclose Customer Data, account information, communications, or other information related to Customer's use of the Services if Company, in its sole discretion, determines that such action is necessary or appropriate to:

• Comply with any applicable law, regulation, legal process, subpoena, court order, or governmental request;
• Enforce this Agreement or protect the rights, property, or safety of Company, its users, or third parties;
• Detect, prevent, or address fraud, security issues, or technical problems; or
• Respond to claims that any content or activity violates applicable law or third-party rights.

17.2 No Obligation to Challenge Requests

Company shall have no obligation to review, validate, challenge, or resist any legal process or governmental request. Company may comply with such requests as received, in whole or in part, in its sole discretion.

17.3 Notice to Customer

Company may, but is not obligated to, provide notice to Customer of any legal process or governmental request. Company may withhold such notice if:

• Prohibited by law, court order, or governmental authority;
• Company determines that providing notice could create a risk of harm, liability, or legal exposure; or
• Company determines that notice would be impracticable or inappropriate under the circumstances.

17.4 Scope of Disclosure

Company may disclose any information it deems necessary or appropriate in response to legal process or governmental requests, including but not limited to:

• Account registration and contact information;
• Customer Data and content;
• Communications, including SMS, email, or messaging records;
• Usage logs, metadata, and technical information; and
• Billing and transaction records.

17.5 Customer Responsibility

Customer is solely responsible for responding to and complying with any legal process, subpoenas, or governmental requests directed to Customer. Company shall have no obligation to provide legal advice, assistance, or representation to Customer in connection with such matters.

17.6 Costs and Reimbursement

To the fullest extent permitted by law, Company reserves the right to seek reimbursement from Customer for any costs, expenses, or fees incurred in responding to legal process or governmental requests related to Customer's account, including administrative costs and reasonable attorneys' fees.

17.7 No Liability

Company shall have no liability for any disclosure of information made in good faith pursuant to this section, including any disclosure made in response to legal process, subpoenas, or governmental requests.

17.8 Preservation of Rights

Nothing in this section shall limit Company's right to cooperate with law enforcement or regulatory authorities or to disclose information as otherwise permitted or required by law.

17.9 Survival

The provisions of this section shall survive any termination, suspension, or expiration of the Services or this Agreement.

18. GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER

Customer acknowledges and agrees that any dispute arising out of or relating to the Services shall be governed and resolved as set forth in this section.

18.1 Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to the Services or this Agreement shall be governed by and construed in accordance with the laws of the State designated by Company, without regard to conflict-of-law principles that would result in the application of the laws of another jurisdiction.

18.2 Binding Arbitration

To the fullest extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (collectively, "Disputes") shall be resolved exclusively by final and binding arbitration, rather than in court, except as expressly provided herein.

Arbitration shall be administered by a nationally recognized arbitration provider selected by Company and conducted in accordance with its applicable rules. The arbitration shall be conducted by a single arbitrator, in English, and may be conducted remotely or in a location determined by Company.

The arbitrator shall have exclusive authority to resolve any Dispute, including issues relating to the interpretation, applicability, enforceability, or formation of this arbitration provision. The arbitrator may award any relief available under applicable law, subject to the limitations set forth in this Agreement.

18.3 Exceptions to Arbitration

Notwithstanding the foregoing, Company may, in its sole discretion, seek injunctive or equitable relief in any court of competent jurisdiction to:

• Protect its intellectual property, confidential information, or proprietary rights;
• Enforce restrictions on access, use, or misuse of the Services; or
• Prevent or address actual or threatened harm to its systems, platform, or business operations.

Customer agrees that such relief may be sought without the requirement to post bond or prove actual damages.

18.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER AGREES THAT ANY DISPUTE SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

CUSTOMER EXPRESSLY WAIVES ANY RIGHT TO:

• PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION;
• ACT AS A PRIVATE ATTORNEY GENERAL; OR
• JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF ANY OTHER PERSON OR ENTITY.

The arbitrator shall have no authority to hear or decide any class or representative claims or to consolidate proceedings involving multiple parties.

18.5 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

18.6 Venue for Non-Arbitrable Claims

To the extent any Dispute is determined not to be subject to arbitration, such Dispute shall be brought exclusively in the state or federal courts designated by Company, and Customer hereby consents to the personal jurisdiction and venue of such courts.

18.7 Time Limitation on Claims

To the fullest extent permitted by law, any claim or cause of action arising out of or related to the Services must be filed within one (1) year after such claim arises, or it shall be permanently barred.

18.8 Severability

If any provision of this section is found to be unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect, except that if the class action waiver is found to be unenforceable, the arbitration provision shall be deemed void to the extent required by law.

18.9 Survival

This section shall survive any termination, suspension, or expiration of the Services or this Agreement.

19. ASSIGNMENT; TRANSFER

Customer acknowledges and agrees that rights and obligations under this Agreement are personal to Customer and may not be transferred except as expressly permitted herein.

19.1 Restrictions on Customer Assignment

Customer shall not assign, delegate, transfer, sublicense, or otherwise convey any rights or obligations under this Agreement, whether by contract, operation of law, or otherwise, without the prior written consent of Company, which may be withheld in Company's sole discretion.

Any attempted assignment, delegation, or transfer in violation of this section shall be null and void and of no force or effect.

19.2 Change of Control

Any direct or indirect change of control of Customer, including by merger, acquisition, sale of assets, equity transfer, or similar transaction, shall be deemed an assignment requiring Company's prior written consent. Company may, in its sole discretion, approve, condition, or deny such consent or terminate this Agreement upon written notice.

19.3 Company Assignment Rights

Company may assign, transfer, delegate, or otherwise convey this Agreement, in whole or in part, without notice or consent, including in connection with:

• A merger, acquisition, reorganization, or sale of assets;
• The creation of subsidiaries or affiliates;
• Financing arrangements or collateralization; or
• The transfer of the Services or any portion thereof.

This Agreement shall inure to the benefit of and be binding upon Company's successors and assigns.

19.4 Delegation and Subcontracting

Company may engage affiliates, subcontractors, and third-party service providers to perform any portion of the Services or its obligations under this Agreement. Company shall not be restricted from delegating performance responsibilities, provided that such delegation does not expand Company's obligations beyond those expressly set forth herein.

19.5 No Third-Party Rights

Except as expressly provided in this Agreement, nothing herein shall be deemed to create any rights in or for the benefit of any third party.

19.6 Effect of Assignment

Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

19.7 Survival

The provisions of this section shall survive any termination, suspension, or expiration of this Agreement.

20. ENTIRE AGREEMENT; SEVERABILITY; SURVIVAL

Customer acknowledges and agrees that this Agreement constitutes the complete and controlling understanding between the parties with respect to the subject matter herein.

20.1 Entire Agreement

This Agreement, together with any documents, policies, or terms expressly incorporated by reference (including, without limitation, any privacy policy, data processing addendum, acceptable use policy, or order forms), constitutes the entire agreement between Customer and Company regarding the Services and supersedes all prior or contemporaneous agreements, communications, representations, or understandings, whether written or oral.

Customer acknowledges that it has not relied on any statement, representation, warranty, or promise not expressly set forth in this Agreement.

20.2 Order of Precedence

In the event of any conflict or inconsistency between this Agreement and any incorporated documents or supplemental terms, Company may determine the order of precedence in its sole discretion, unless otherwise expressly agreed in writing.

20.3 Severability

If any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible to reflect the parties' intent, and the remaining provisions shall remain in full force and effect.

To the extent any provision cannot be so modified, it shall be deemed severed from this Agreement without affecting the validity or enforceability of the remaining provisions.

20.4 Survival

All provisions of this Agreement that by their nature should survive termination, suspension, or expiration shall survive, including but not limited to provisions relating to:

• Fees, payment obligations, and collection;
• Data rights, data usage, and data retention;
• Disclaimers of warranties and limitation of liability;
• Indemnification obligations;
• Governing law, arbitration, and dispute resolution; and
• Any other provisions intended to survive by their nature or express terms.

20.5 No Waiver

The failure of Company at any time to require performance by Customer of any provision of this Agreement, or to exercise any right or remedy, shall not constitute a waiver of such provision, right, or remedy. Any waiver must be in writing and signed by an authorized representative of Company.

20.6 Interpretation

Headings are for convenience only and shall not affect interpretation. This Agreement shall be interpreted fairly and not strictly for or against either party based on authorship.

PromotePlus.ai
1217 E Cape Coral PKWY
Suite #94
Cape Coral, FL 33904
legal@PromotePlus.ai