Terms of Use

DEEDIBLE LLC (we, us, or our) is pleased to provide you with access to the “Services”, which means, collectively: (i) our proprietary technology platform, available through online and mobile websites and applications, that connects and facilitates real estate transaction workflow automation for real estate agents, brokers, buyers, sellers, lenders, title companies, and service providers (the “Platform”); (ii) our website deedible.com and its related domains and webpages; (iii) any email notifications, messages, or other communications, or portions thereof, through which you have accessed these Terms of Use (these “Terms”); and (iv) all content, information, data, documentation, technology, software, functionality, features, and services offered through, viewable on, contained in, or downloadable from any of the foregoing.

Please read these Terms carefully. By accessing, downloading, or using the Services, or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms. If you do not agree to all of the terms and conditions in these Terms, then you must not purchase, access, or use the Services. These Terms, together with any order or subscription accepted, agreed to, or executed by you, electronically or otherwise, (each, an “Order”), collectively constitute the “Agreement”.

Changes to these Terms: We may update or change these Terms from time to time in our sole discretion; provided, however, that the version of these Terms in effect at the time you accept or agree to them will govern unless and until you have accepted our revised Terms.

IMPORTANT – PLEASE READ CAREFULLY:

The Services provide technological tools designed solely to assist real estate professionals and agents in performing their day-to-day activities more efficiently. The Services are provided on an “as-is” and “as-available” basis and are intended to serve as a supplemental resource for real estate professionals who independently exercise their own professional judgment in all matters. We are not licensed real estate brokers, agents, appraisers, inspectors, attorneys, financial advisors, tax professionals, or certified professionals of any kind. We do not hold ourselves out as possessing any professional certification, license, designation, or specialized expertise in law, finance, taxation, or any related field.

Nothing contained in or made available through the Services constitutes professional advice of any kind, including legal, financial, tax, or investment advice. We expressly disclaim any and all representations and warranties that any information, content, tools, features, calculations, estimates, or outputs generated by or through the Services are accurate, complete, reliable, current, or suitable for any particular purpose. Any reliance on such information or outputs is strictly at your own risk.

You acknowledge and agree that you are solely responsible for independently verifying all information, data, outputs, and recommendations generated by or obtained through the Services before relying on, using, or distributing them in any professional or personal capacity. You further acknowledge and agree that you bear full and exclusive responsibility for all decisions made and actions taken in connection with your use of the Services, including any real estate transactions, client communications, pricing determinations, or regulatory filings.

The Services are not a substitute for the advice, judgment, or services of duly licensed and qualified professionals. You are strongly encouraged to consult with appropriately licensed attorneys, accountants, appraisers, and other qualified professionals before making any decisions or taking any action based on information or outputs provided by or through the Services.

The Services may contain links to third-party websites, materials, content, services, or resources, or may integrate with third-party tools or databases. The inclusion of any such links or integrations does not constitute an endorsement, recommendation, or approval by us of any third-party content, materials, resources, products, or services. We assume no responsibility or liability for the accuracy, completeness, reliability, or legality of any third-party content, materials, information, or resources.

PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS, DISCLAIMERS OF WARRANTIES, AND LIMITATIONS OF LIABILITY. THESE TERMS ALSO REQUIRE YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. ACCORDINGLY, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.

WE MAY IMMEDIATELY SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES (IN WHOLE OR IN PART) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THE AGREEMENT, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE SERVICES WILL REFLECT POORLY ON US, THE SERVICES, OR OUR GOODWILL, OR IF WE OTHERWISE DETERMINE THAT YOUR USE OF THE SERVICES IS OR MAY BE ILLEGAL, UNETHICAL, OR OTHERWISE INAPPROPRIATE.

For ease of reference, you may navigate directly to a particular section of these Terms by selecting the applicable link below:

• Eligibility to Use the Services
• Your Account and Responsibilities
• Use of the Services
• Features and Support
• Deedible Application
• Termination
• Fees and Payment
• Free Trials and Beta Services
• Third-Party Services, Content, and Materials
• Your Content and User Generated Content
• Intellectual Property; Ownership; Licenses
• Privacy
• Confidentiality
• Copyright Infringement
• Disclaimers and Assumption of Risks
• Limitations on Liability; Mutual Waiver of Class Action Participation and Release
• Indemnification
• Equitable Remedies
• Dispute Resolution: Arbitration Agreement, and Class Action Waiver
• Force Majeure
• Miscellaneous
• Contact Information

1. Eligibility to Use the Services

As an individual interacting with the Services in your individual capacity or on behalf of an entity, you represent and warrant that you have all right, power, and authority to enter into the Agreement on your own or such entity’s behalf and bind yourself or such entity, as applicable, to the Agreement. If you are entering the Agreement on behalf of an entity, all references to “you” and “your” throughout the Agreement will mean such entity. You further represent and warrant that you meet each of the following eligibility criteria:

(a) You are at least 18 years of age. If you are under the age of 18, you may not, under any circumstances or for any reason, use the Services.

(b) You are not (i) a resident of, nor will you use the Services in, any country against which the U.S. government has imposed embargo sanctions, or (ii) named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable restricted party list maintained under applicable trade sanctions laws and regulations.

(c) You will fully comply with all applicable federal, state, and local laws, rules, statutes, and regulations (collectively, “Laws”), and agreements governing your use of the Services.

(d) You have independently confirmed, or will independently confirm prior to using the Services, your compliance obligations under all applicable Laws, including by consulting with your own legal counsel. You acknowledge and agree that you have not relied, and will not rely, on any communication from us, whether oral or written, as legal advice or as a representation regarding your compliance with applicable Laws.

The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation, or that would subject us to registration, licensing, or other regulatory requirements in that jurisdiction. If you choose to access the Services from a location outside the jurisdiction in which we make them available, you do so at your own initiative and you are solely responsible for complying with all applicable Laws.

2. Your Account and Responsibilities

(a) Your Account and Your Users

To access and use certain features of the Services, you may need to create or register for an account by providing us with certain information, including your email address, password, billing information, and address. All information you provide must be complete, accurate, and kept up to date. For purposes of the Agreement, “Authorized Users” means your employees, consultants, contractors, agents, clients, and other third parties (i) who are invited, granted access, or otherwise authorized by you to access or use the Services, whether through a direct invitation, shared credentials, permission settings, or any other mechanism provided by the Services, and (ii) for whom access to the Services has been purchased. Authorized Users must be subject to confidentiality, use restrictions, and intellectual property provisions at least as restrictive and protective of us and the Services as those set forth in the Agreement. The authorization granted to Authorized Users is non-exclusive and non-transferable. “End Users” means your Authorized Users and any other users accessing the Services directly or indirectly through you or your Authorized Users, whether authorized or unauthorized, or otherwise in violation of the Agreement or of any terms contained in any Services documentation. You will be solely and exclusively responsible for any breach of the Agreement by your End Users and for all acts, omissions, and conduct of your End Users. You are responsible for managing and controlling access granted to Authorized Users, including promptly revoking access when an Authorized User’s authorization is no longer appropriate or when you become aware of any unauthorized or improper use. We will have no obligation to monitor, verify, or audit the permissions, roles, or access levels assigned by you to your Authorized Users. You acknowledge that we may rely on any instruction, request, or communication received from an Authorized User as if it were made by you directly.

(b) Cooperation

You will cooperate with us in all respects reasonably necessary for our performance under the Agreement, including by providing information, materials, and support in a timely manner and without undue delay. You agree to provide us, and our third-party service providers, with current, complete, and accurate information at all times, including identification information required for verification and account creation purposes.

(c) Access Credentials

You may be issued a username, identification number, password, link, security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services (each, an Access Credential). You will ensure that all Access Credentials are strong (for example, in the case of a password, one that is sufficiently long, uses a mix of uppercase and lowercase letters, numbers, and symbols, does not incorporate personal information, and does not contain dictionary words), even if the Services permit simpler Access Credentials. You are solely responsible for the security and use of all Access Credentials, including any losses suffered by you or any third party as a result of any authorized or unauthorized use of Access Credentials. We reserve the right to disable any Access Credentials at any time, in our sole discretion and for any or no reason, including if we determine that you have violated any provision of the Agreement.

(d) Confidentiality of and Access to Your Account

You accept sole responsibility for all usage and activities that occur under your account or Access Credentials, including use by any of your End Users, whether or not authorized by you. You are responsible for maintaining the confidentiality of your account and Access Credentials and for restricting access to your account. You agree not to share, transfer, or otherwise disclose your Access Credentials to any unauthorized person or reuse your Access Credentials in connection with any other service. You will notify us immediately upon becoming aware of any unauthorized use of your account or Access Credentials or any other breach of security related thereto.

(e) Your Systems

You and each of your Authorized Users are responsible for: (i) obtaining and maintaining all equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, networks, web servers, and mobile devices (collectively, “Your Systems”); (ii) maintaining the security of Your Systems; (iii) all uses of your account(s) or Your Systems by your End Users; and (iv) acquiring any third-party rights, licenses, and consents necessary to connect to, integrate with, access, or otherwise use the Services or any feature, functionality, or tool thereof. You acknowledge and agree that failure to obtain and maintain Your Systems, to meet any applicable technical requirements relating to the Services, or to obtain any necessary third-party rights, licenses, and consents may cause the Services, in whole or in part, to be unavailable or to function ineffectively. We will not be responsible for any downtime, losses, failures, or liabilities arising from your failure to comply with the requirements of this Section. Use of the Services may require one or more compatible devices, Internet access (high-speed Internet access is recommended), and certain software, each of which may require fees, updates, or upgrades from time to time. Compliance with the foregoing requirements is your sole responsibility, and messaging and data rates may apply.

3. Use of the Services

(a) Permitted Use

You and your Authorized Users will access and use the Services solely in accordance with the conditions and limitations set forth in the Agreement and any Services documentation.

(b) Restrictions

You will not, and you will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to derive or gain access to the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or any related software, documentation, or data (collectively, the “Technology”); (ii) modify, translate, adapt, or create derivative works of, from, or otherwise based on the Services or any Technology, in whole or in part; (iii) access or use the Services for timesharing, service bureau, or reselling purposes, or otherwise for the benefit of any third party, except as expressly authorized in writing by us; (iv) upload to, transmit through, or otherwise use the Services to store, distribute, or make available any content that is infringing, libelous, defamatory, obscene, abusive, threatening, harassing, or otherwise unlawful or tortious, or that violates the rights of any third party; (v) upload to, transmit through, or otherwise use the Services to store or distribute any viruses, worms, Trojan horses, ransomware, time bombs, spyware, adware, or any other malicious or harmful code; (vi) interfere with, disrupt, degrade, impair, or otherwise compromise the integrity, performance, security, or availability of the Services or any Technology; (vii) attempt to gain unauthorized access to the Services, the Technology, or any of their related systems, networks, or data; (viii) permit direct or indirect access to or use of the Services in a manner that circumvents any contractual usage limit; (ix) frame, mirror, or otherwise simulate the appearance or function of the Services or any Technology; (x) access or use the Services or the Technology for the purpose of building, developing, marketing, or supporting a competitive product or service; (xi) remove, obscure, alter, or deface any proprietary notices, labels, trademarks, logos, or branding from the Services or the Technology; (xii) access or use the Services in any manner that violates the Agreement, any applicable Laws, or any third-party rights; (xiii) use the Services in any manner that is abusive, threatening, obscene, defamatory, libelous, harassing, discriminatory, or otherwise objectionable; (xiv) provide false, misleading, or inaccurate information when registering for an account, using the Services, or communicating with us; or (xv) attempt to re-register with us or create a new account if we have previously terminated or suspended your account.

(c) Certain Acknowledgements

You acknowledge and agree that: (i) the Services, in whole or in part, may contain defects or deficiencies that we are not obligated to correct, and the Services are subject to modification, suspension, or discontinuation at our sole discretion and without prior notice to you; (ii) your use of the Services does not create a joint venture, partnership, agency, employment, or any other relationship between you and us; and (iii) we retain sole discretion to determine the means, manner, and method for performing the Services.

(d) Use of Outputs

With respect to any exportable outputs generated by the Services and all reports specifically commissioned by you and delivered by us in connection with our provision of the Services (collectively, “Outputs”), you acknowledge and agree that Outputs are provided solely for your use and for the purpose for which they were provided. You will not: (i) access any Outputs in order to build or develop a competitive product or service; (ii) use any Outputs in a manner that violates any third-party rights or applicable Laws; or (iii) modify or create derivative works of any Outputs in a manner that presents a result different from that initially presented by the unmodified Output.

(e) Your Security

You will employ all physical, administrative, and technical controls, screening, and security procedures, and other safeguards necessary to: (i) prevent unauthorized access to or use of the Services; (ii) securely administer the distribution and use of all Access Credentials and Your Content; and (iii) control the use of Your Content. You will indemnify, defend, and hold us harmless from and against any losses, damages, judgments, liabilities, costs, and expenses incurred as the result of any unauthorized access to or use of the Services by or through your End Users or any Access Credentials.

(f) No Guarantee of Compliance with Laws

You acknowledge and agree that the Services do not guarantee your compliance with any applicable Laws. You are solely and exclusively responsible for determining the applicability of, and ensuring compliance with, all applicable Laws. Nothing in the Agreement will be construed as a representation or warranty that the use of the Services will satisfy any legal or regulatory requirement applicable to you.

(g) Your Legal Compliance

You are solely responsible for ensuring that your use of the Services complies with all applicable Laws, including those governing real estate licensing, data privacy, consumer protection, electronic communications, telemarketing, and do-not-call requirements. Without limiting the generality of the foregoing, you acknowledge and agree that: (i) you will not use the Services to send unsolicited commercial messages or spam in violation of applicable Laws; (ii) applicable Laws may require you to hold a valid real estate license or other professional license before using certain features of the Services; (iii) compliance with all federal and state do-not-call laws and regulations is solely your responsibility; and (iv) we reserve the right to monitor your use of the Services for compliance with the Agreement and applicable Laws.

(h) AI Generated Outputs

You acknowledge and agree that the Services may include functionalities or generate outputs using artificial intelligence, machine learning, large language models, generative models, or similar technologies (collectively, “AI Features”) and may provide outputs, results, translations, recommendations, content, code, text, or other materials produced by AI Features (collectively, “AI Outputs”). Without limiting or altering the other disclaimers in these Terms, you acknowledge and agree that: (i) AI Features and AI Outputs are provided solely for general informational purposes and do not constitute legal, tax, financial, or other professional advice; (ii) AI models may produce incorrect, incomplete, misleading, or otherwise unreliable AI Outputs; (iii) you are solely responsible for verifying AI Outputs through human review, testing, or other appropriate validation; (iv) you are solely responsible for compliance with laws and regulations applicable to your use of AI Features and AI Outputs; and (v) AI Features may rely on third-party models or services. We will not be liable for any damages or losses arising from the use of AI Outputs.

4. Features and Support

(a) Maintenance Releases; New Features

We may from time to time make, develop, or issue updates, upgrades, releases, patches, enhancements, improvements, bug fixes, security updates, or other adaptations or modifications to the Services (collectively, “Maintenance Releases”). We may also develop or make available one or more new versions, features, or functional capabilities of the Services (collectively, “New Features”). Maintenance Releases and any New Features made available to you will constitute a part of the Services for purposes of the Agreement. We reserve the right to offer any Maintenance Releases or New Features subject to our then current commercial pricing.

(b) Customer Support

We will use commercially reasonable efforts to provide you with customer support for the Services in accordance with our then-current customer support policies. We will have no obligation to provide support for issues caused by or arising from: (i) scheduled or planned maintenance; (ii) factors outside of our control; (iii) use of the Services in violation of the Agreement; (iv) force majeure events; (v) your network, technology, hardware, or other systems; (vi) any third-party equipment, software, or technology; (vii) combination, operation, or use of the Services with any other technology not provided by us; (viii) any negligence, abuse, misapplication, misuse, or damage to the Services by you or any third party; (ix) use of outdated versions of the Services; or (x) use of unsupported web browsers, operating systems, or platforms.

(c) No Data Backup or Customization

The Services are not intended to serve as a substitute for regular data backups or redundant data archives, and you remain solely responsible for maintaining such backups and archives. We will have no obligation or liability for any loss, alteration, destruction, damage, corruption, or failure to recover any of Your Content.

5. Deedible Application

(a) Access to the App; Devices

The Services may be accessed via desktop computers, laptop computers, mobile devices, or tablets through the Deedible application (the “App”) using a supported browser, or via mobile phone or tablet devices using native mobile and tablet applications. Any device used to access the Services is referred to herein as a “Device”. You acknowledge and agree that features available through the Services may vary across Devices. You agree that you will not access or use the App while driving, operating heavy machinery, or engaging in any other activity that requires your full attention.

(b) Mobile Services and Carrier Charges

Use of the App may require access to mobile devices and wireless services provided by your mobile service provider. You are solely responsible for any fees, charges, or costs imposed by your mobile service provider in connection with your use of the App.

(c) License Grant

The App is licensed, not sold, to you. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to: (i) download, install, and use the App on a single, compatible Device that you own or control, solely for your personal, non-commercial use; and (ii) access and use the content and materials made available through the App, strictly in accordance with these Terms.

(d) Updates and Maintenance

Depending on your device settings, the App may automatically download and install available Maintenance Releases or New Features. We are under no obligation to provide any Maintenance Releases or New Features or to continue to develop or support the App.

(e) Availability

We do not guarantee that the App will be available at all times or that access to the App will be uninterrupted, timely, secure, or error-free. We reserve the right to suspend, withdraw, discontinue, or modify the App in whole or in part, in our sole discretion.

(f) Push Notifications and Communications

You acknowledge that, upon installing the App, you may receive push notifications, alerts, or other communications from us. You may opt out of receiving push notifications at any time by adjusting the notification settings on your device or within the App. Opting out of certain communications may limit your ability to receive important information regarding your account or the Services.

(g) SMS and Email Notifications

The Services utilize third-party messaging providers, including Twilio for SMS and SendGrid for email, to deliver transactional communications to licensed real estate professionals in connection with specific real estate transactions facilitated through the Platform. SMS Communications. When an Authorized User initiates a transaction-related action through the Platform, the Platform may send a one-to-one SMS message to the applicable listing agent or other licensed professional involved in the transaction. Recipients may reply STOP at any time to opt out of receiving future SMS messages. By using the Platform to initiate transaction communications, you represent and warrant that: (i) you are a licensed real estate professional using the SMS functionality solely for lawful, transactional communications; (ii) you will not use the SMS functionality for marketing, promotional, or bulk messaging of any kind; and (iii) your use of the SMS functionality complies with all applicable laws and regulations, including the Telephone Consumer Protection Act (TCPA). Email Communications. The Services use third-party email service providers, including SendGrid, to deliver transactional email notifications. These communications are not marketing emails and are sent solely as necessary to facilitate use of the Services.

(h) In-App Purchases

The App may offer products, services, or subscriptions available for purchase (each, an “In-App Purchase”). All In-App Purchases are processed through the applicable platform provider and are subject to the terms and conditions of such platform provider. Unless otherwise expressly provided in these Terms or required by applicable Laws, all fees and charges associated with In-App Purchases are non-refundable.

(i) Device Permissions and Data Collection

The App may request access to certain features or data on your Device, including your camera, microphone, photo library, contacts, location data, and storage. All such data is collected, used, and disclosed in accordance with our Privacy Policy.

6. Termination

(a) We may, in our sole discretion, immediately terminate your account, revoke your access to all or any part of the Services, or remove your profile or any content posted by or about you from the Services, for any of the following reasons: (i) you are not eligible to use the Services; (ii) you have violated or breached any term of the Agreement; (iii) you are not suitable for participation as a registered user; or (iv) you have misused or misappropriated any of the Services or any content.

(b) We may, directly or indirectly and by any lawful means, suspend or otherwise deny you or any of your End Users access to or use of all or any part of the Services, without incurring any resulting obligation or liability.

(c) You acknowledge and agree that your decision to enter into the Agreement is not contingent on the delivery of any future functionality or features of the Services.

7. Fees and Payment

(a) Fees

We may require payment of recurring subscription fees, one-time fees, or other fees in connection with your use of certain portions of the Services. We reserve the right to change our fees at any time upon notice to you if such change may affect your existing subscriptions.

(b) Billing and Payment

If you sign up for a paid subscription, or for any Services that include a recurring fee, you agree to pay all charges associated with the subscription, Services, or product you select. You also authorize us, or a third-party payment processor acting on our behalf, to charge your chosen payment method in accordance with the terms of your selected subscription.

(c) Automatic Subscription Renewal and Cancellation

ALL PAID SUBSCRIPTIONS AND RECURRING FEE-BASED SERVICES OR PRODUCTS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY THE USER. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR CHOSEN TERM PERIOD FOR AN ADDITIONAL EQUIVALENT PERIOD AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU WHEN YOU ORIGINALLY SUBSCRIBED.

You may cancel your paid subscription at any time by following the instructions on your account settings page. If you cancel a paid subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term.

(d) No Refunds

ALL PAYMENTS FOR SUBSCRIPTIONS, SERVICES, OR PRODUCTS MADE ON OR THROUGH THE SERVICES ARE NON-REFUNDABLE, AND THERE ARE NO REFUNDS OR CREDITS FOR UNUSED OR PARTIALLY USED SUBSCRIPTIONS, SERVICES, OR PRODUCTS, EVEN IF YOU CANCEL YOUR SUBSCRIPTION, SERVICE, OR PRODUCT IN THE MIDDLE OF A TERM.

8. Free Trials and Beta Services

Notwithstanding anything to the contrary in these Terms, you acknowledge that we may provide free trials or beta services (collectively, “Free Trials”) for introductory, evaluation or other related purposes. We may discontinue or change Free Trials at any time in our sole discretion with or without notice. Our entire liability to you, and your sole remedy in connection with any Free Trial is for you to terminate your use of the Free Trial. IN NO EVENT WILL OUR COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH ANY FREE TRIAL EXCEED $25.00.

9. Third-Party Services, Content, and Materials

(a) Third-Party Services

You acknowledge and agree that: (i) certain features, functionalities, or services available on or through the Services may be provided by third parties (collectively, “Third-Party Service Providers”, and such features, “Third-Party Services”); (ii) the Services may rely on API integrations which are subject to inherent unpredictability; (iii) we will have no liability for any downtime caused by API integration failures or Third-Party Services; (iv) Third-Party Service Providers may impose additional restrictions (“Third-Party Requirements”); (v) you are solely responsible for compliance with all Third-Party Requirements; and (vi) we may at any time terminate or discontinue any Third-Party Services.

(b) Third-Party Sites, Content, and Data

The Services may contain links to websites, applications, or platforms operated by third parties, as well as advertisements, content, data, information, contracts, or materials provided by or originating from third parties (collectively, “Third-Party Content”). The inclusion of any link or Third-Party Content does not constitute an endorsement by us. We do not control, curate, verify, or guarantee the accuracy of any Third-Party Content. You are solely responsible for evaluating the suitability, accuracy, and reliability of any Third-Party Content before relying on it.

(c) Third-Party Partnerships

From time to time, we may establish partnerships, preferred vendor arrangements, or other commercial relationships with third-party service providers (collectively, “Third-Party Partners”). No user will be required to purchase, subscribe to, or engage with any product or service offered by a Third-Party Partner. We do not guarantee the quality, reliability, suitability, or availability of any product or service provided by a Third-Party Partner.

(d) MLS Data and Real Estate Forms

We do not own or license MLS data, real estate contract forms, or other proprietary content made available through the Services. All such content is provided by authorized third parties under their own independent licenses and agreements.

(i) To the extent that MLS data is accessed through the Services, such data is provided subject to the terms, rules, policies, and licensing requirements of the applicable MLS and the licensing brokerage. You will not scrape, harvest, copy, resell, sublicense, redistribute, or otherwise use MLS data for any purpose not expressly authorized by the applicable MLS.

(ii) We do not provide, license, or distribute FARBAR forms or any other copyrighted real estate contract forms. Any forms uploaded to, stored on, or templated within the Services are provided solely by you or your brokerage.

(iii) We act solely as a technology platform facilitating the storage, display, and workflow automation of licensed content provided by you and other authorized users.

(e) Modification or Discontinuation of Features

You acknowledge and agree that we may, from time to time, discontinue, modify, or otherwise alter certain features, functionalities, components, or other aspects of the Services.

(f) Vendor Directory and Listings

The Services may include directories, listings, profiles, or other features that display information about real estate service providers, vendors, partners, affiliates, or other third parties (collectively, “Directory Listings”). You acknowledge and agree that:

(i) Inclusion in any Directory Listing is at our sole and absolute discretion. We may add, modify, suspend, remove, reorder, deprioritize, refuse, or terminate any Directory Listing at any time, for any reason or no reason, with or without notice to the listed party or to users of the Services.

(ii) No Directory Listing creates any partnership, agency, joint venture, employment, vendor, referral, endorsement, or contractual relationship between us and any listed party, nor any obligation on our part to provide referrals, leads, business opportunities, or any specified volume or quality of traffic, visibility, or engagement.

(iii) Listed parties have no right to continued inclusion, ranking, prominence, or visibility within any Directory Listing, and should not rely on the Services or any Directory Listing as a source of business, revenue, or leads.

(iv) Any commercial arrangement, fees, compensation arrangement, or other vendor relationship between us and any listed party must be set forth in a separate written agreement executed by both parties. In the absence of such a separate written agreement, no such relationship exists regardless of the duration, prominence, or appearance of any Directory Listing.

(v) Removal or modification of any Directory Listing does not constitute breach of contract, tortious interference, or any other actionable wrong, and listed parties expressly waive any claim arising from such removal or modification.

(vi) You acknowledge that we may receive compensation from certain listed parties under separate agreements, and that the presence or prominence of any Directory Listing does not constitute an endorsement, recommendation, or guarantee of the quality, reliability, suitability, licensure status, or legal compliance of any listed party.

10. Your Content and User Generated Content

(a) Your Content

“Your Content” means any content, materials, information, or data that you provide to us or make available on or through the Services. You alone are responsible for Your Content. By submitting Your Content, you represent and warrant that you own or have the necessary permissions to use and authorize the use of Your Content as described in these Terms and our Privacy Policy and that Your Content complies with these Terms.

(b) User Generated Content

“User Generated Content” means any content that you or other users of the Services chat, share, display, post, or otherwise make available to one another on or through the Services.

(c) Compliance

You will ensure that Your Content and your activities in connection with the Services are accurate, complete, and do not violate any applicable Laws or infringe on a third party’s rights.

(d) Your Content May Expose You to Liability

You acknowledge that Your Content may expose you to liability if it contains material that is false, intentionally misleading, or defamatory; violates any third-party right; contains material that is unlawful; exploits or harms minors; or violates any Laws.

(e) We Do Not Endorse User Generated Content

We are not involved in the preparation or actual transmission of User Generated Content. We do not approve or endorse User Generated Content. Although we do not regularly review User Generated Content, we may, in our sole discretion, remove or edit any User Generated Content.

(f) Limitation of Liability for Your Content

Under no circumstances will we be liable in any way for any: (i) of Your Content transmitted or viewed while using the Services; (ii) errors or omissions in Your Content; or (iii) any loss or damage incurred as a result of the use of, access to, or denial of access to any of Your Content.

11. Intellectual Property; Ownership; Licenses

(a) Your Content

You (or your licensors, as applicable) will own all right, title, and interest in and to Your Content, subject to the rights granted to us under the Agreement. You grant to us a non-exclusive, worldwide, royalty-free license to access, use, host, cache, store, reproduce, transmit, display, and process Your Content to provide, maintain, and support the Services.

(b) Our Property

We or our licensors will own and retain all right, title, and interest in and to the following (collectively, “Our Property”): (i) the Services, and all improvements, enhancements, modifications, and derivative works thereof; (ii) any work product or intellectual property developed by us or on our behalf; (iii) our names, logos, brands, trademarks, and other intellectual property, including our “Deedible” name and brand; (iv) any Feedback; (v) Aggregated Data and all analyses derived therefrom; (vi) Operational Data and any performance data derived from the Services; and (vii) all intellectual property rights related to any of the foregoing.

(c) Aggregated Data

We will have the right, during and after the term of the Agreement, to compile, synthesize, and use data derived from Your Content, Operational Data, and other information in aggregated, anonymized, or de-identified form (collectively, “Aggregated Data”). We may freely use and disclose Aggregated Data for any lawful business purpose.

(d) Operational Telemetry and Diagnostic Data

We will have the right to collect, use, store, and analyze operational telemetry data and diagnostic information generated through the use, performance, and operation of the Services (collectively, “Operational Data”) for the purposes of providing, maintaining, improving, and securing the Services, and generating Aggregated Data.

(e) Feedback

Any improvements, enhancements, or other modifications created by us arising out of or relating to Feedback are and will remain our sole and exclusive property.

12. Privacy

We use the information you provide to us on or through the Services as set forth in our Privacy Policy. Our Privacy Policy is hereby incorporated into these Terms by reference.

13. Confidentiality

(a) Confidential Information

In connection with the Agreement, you or we (as the “Disclosing Party”) may disclose or make available Confidential Information to the other (as the “Receiving Party”). “Confidential Information” means information in any form or medium that the Disclosing Party considers confidential or proprietary.

(b) Exclusions from Confidential Information

Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to disclosure; (iii) is received from a third party without any obligation of confidentiality; or (iv) was independently developed by the Receiving Party.

(c) Legally Compelled Disclosures

If the Receiving Party is compelled by applicable law to disclose any Confidential Information, then, to the extent permitted by law, the Receiving Party will: (i) promptly notify the Disclosing Party in writing; and (ii) provide reasonable cooperation to the Disclosing Party in opposing such disclosure.

(d) Duty of Confidentiality

The Receiving Party will: (i) not access or use Confidential Information other than as necessary to exercise its rights under the Agreement; (ii) not disclose Confidential Information other than to its Representatives who need to know such information; (iii) safeguard the Confidential Information using at least a reasonable degree of care; and (iv) be responsible for any of its Representatives’ non-compliance with the terms of this Section.

(e) Residual Information

We and our Representatives will be free to use, disclose, publish, and disseminate Residual Information for any purpose. “Residual Information” means ideas, concepts, know-how, techniques, and other information retained in the unaided memory of our Representatives who have had access to your Confidential Information.

(f) Non-Disparagement

You will not during the term of the Agreement and thereafter make, publish, or communicate any defamatory or disparaging remarks, comments, or statements concerning us or our businesses or affiliates.

14. Copyright Infringement

(a) Notification

If you believe any materials accessible on or from the Services infringe your copyright, you may request removal by submitting written notification to our Copyright Agent. In accordance with the DMCA, your written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you.
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

(b) Counter Notification Procedures

If you believe that material you posted on the Services was removed by mistake or misidentification, you may file a Counter-Notice. A Counter-Notice must include:

• Your physical or electronic signature.
• Identification of the material removed and its prior location.
• Adequate information by which we can contact you.
• A statement under penalty of perjury that you have a good faith belief the material was removed by mistake or misidentification.
• A statement that you consent to jurisdiction of the applicable Federal District Court.

(c) Copyright Agent

Our designated Copyright Agent to receive DMCA Notices and Counter-Notices is:

Attn: Copyright ManagerEmail: legal@deedible.com

(d) Repeat Infringers

It is our policy in appropriate circumstances to disable or terminate the accounts of users who are repeat infringers.

15. Disclaimers and Assumption of Risks

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(a) You acknowledge that the Services may be temporarily unavailable due to scheduled or unscheduled maintenance. WE DO NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

(b) WE DO NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF ANY CONTENT AVAILABLE ON, THROUGH, OR AS A RESULT OF THE SERVICES. YOU USE THE SERVICES AT YOUR OWN DISCRETION AND SOLE RISK.

(c) YOU ACKNOWLEDGE THAT THE SERVICES ARE SOLELY A TOOL DESIGNED TO HELP CONNECT REAL ESTATE PROFESSIONALS WITH BUYERS AND SELLERS AND TO FACILITATE REAL ESTATE TRANSACTION WORKFLOWS. WE ARE NOT RESPONSIBLE OR LIABLE FOR THE ACTS OR OMISSIONS OF ANY USERS OF THE SERVICES OR ANY THIRD PARTIES.

(d) ALL THIRD-PARTY SERVICES AND THIRD-PARTY CONTENT INCLUDED IN OR MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS”.

(e) YOU ASSUME ALL LIABILITY AND RESPONSIBILITY FOR USING THE SERVICES IN COMPLIANCE WITH ALL APPLICABLE LAWS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY USE OF THE SERVICES BY YOU OR YOUR END USERS THAT VIOLATES APPLICABLE LAWS.

(f) WE WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, OR CLAIMS ARISING FROM OR RELATED TO (I) THE ACTIONS, OMISSIONS, OR CONDUCT OF ANY END USER, (II) ANY UNAUTHORIZED ACCESS TO YOUR ACCOUNT, (III) YOUR DECISION TO INVITE, AUTHORIZE, OR GRANT ACCESS TO ANY INDIVIDUAL, OR (IV) ANY INTERRUPTION, SUSPENSION, OR TERMINATION OF AN END USER’S ACCESS TO THE SERVICES.

16. Limitations on Liability; Mutual Waiver of Class Action Participation and Release

(a) IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT, OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (iii) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES.

(b) IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANY OTHER PERSON IN CONNECTION WITH THE USE OF THE SERVICES.

(c) IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF US AND OUR LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS EXCEED THE GREATER OF: (i) THE TOTAL AMOUNTS PAID BY YOU TO US UNDER THE AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (ii) $25.00.

(d) Neither we nor you may serve as a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to the Agreement. WE AND YOU EACH ACKNOWLEDGE AND AGREE THAT THIS SECTION CONSTITUTES A WAIVER OF ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.

(e) To the fullest extent permitted by applicable Law, you hereby agree to release and hold harmless us and our officers, managers, members, owners, employees, agents, personnel, affiliates, successors, and assigns from any and all claims, demands, actions, causes of action, damages, losses, costs, expenses, and liabilities of any kind that may arise out of: (i) the actions or inactions of, or the relationship between, you and any third party or other user(s) of the Services; and (ii) any information, instruction, advice, or services provided by any third party through the Services.

17. Indemnification

You will indemnify, defend, and hold us and each of our owners, members, managers, officers, directors, employees, contractors, agents, and representatives harmless from and against any and all claims, losses, damages, judgments, liabilities, costs, and expenses (including attorneys’ fees) arising from or relating to: (i) any of Your Content; (ii) our compliance with any specifications or directions provided by you; (iii) failure to comply with any applicable Laws by you or any of your End Users; (iv) breach or violation of the Agreement by you or any of your End Users; (v) access to, use of, or reliance upon the Services by you or any of your End Users; (vi) your invitation, authorization, or management of any End User; or (vii) any dispute between you and any End User.

18. Equitable Remedies

You acknowledge that we may be irreparably damaged if the terms of the Agreement are not specifically enforced. Therefore, in the event of a breach or threatened breach of any provision of the Agreement by you, we will be entitled, in addition to all other rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond. You agree that we may bring any action or proceeding regarding such equitable relief in the courts of record of Leon County, Florida, or the United States District Court, Northern District of Florida, Tallahassee Division. You consent to personal jurisdiction over you by such court and to the exclusive jurisdiction of such court.

19. Dispute Resolution: Arbitration Agreement, and Class Action Waiver

(a) Arbitration Agreement

Please read this Section carefully. Except as these Terms otherwise provide, you waive your rights to try any claim in court before a judge or jury and to bring or participate in any class, collective, or other representative action. All disputes will be resolved in the English language.

(b) Agreement to Binding Arbitration

Before initiating arbitration, you acknowledge and agree that you will first give us a reasonable opportunity to resolve your problem or dispute. This includes sending a written description of your problem or dispute to us at legal@deedible.com. You agree to negotiate with us in good faith. If your problem or dispute is not resolved within 30 days after our receipt of your written dispute, you agree to the dispute resolution provisions below.

By agreeing to these Terms, you agree that any disputes between us will be resolved through binding and final arbitration and not in a court. Such disputes will be submitted to the American Arbitration Association (“AAA”) for individual arbitration. The place of arbitration will be Leon County, Florida. The arbitration will be before one arbitrator.

BY AGREEING TO INDIVIDUAL ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO MAINTAIN OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION OR ADMINISTRATIVE PROCEEDING, TO RESOLVE ANY DISPUTES OR CLAIMS.

(c) No Class Action

You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

(d) Rules and Governing Law

The arbitration will be administered by the AAA in accordance with its rules applicable to the nature of the dispute. The Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement. The arbitration will be governed by the laws of the State of Florida, without regard to its conflict of law provisions.

(e) Arbitrator’s Decision

The Arbitrator will decide the substance of all claims exclusively in accordance with the laws of the State of Florida. The Arbitrator’s decision will be final and binding on all parties. All negotiations and arbitration proceedings are confidential and may not be disclosed by the parties except as required by law.

(f) Venue For Claims Not Subject to Arbitration

In the event that any particular claim or dispute must be resolved by a court instead of through arbitration, such claim or dispute will be resolved exclusively by a state or federal court located in Leon County, Florida.

(g) Fees

The Arbitrator may award to the prevailing party its reasonable attorneys’ fees, expert fees, arbitration fees and expenses, and other reasonable costs. Federal Rule of Civil Procedure 68 is incorporated by reference and will be applied by the Arbitrator.

(h) Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful, the unenforceable provision will be severed and the remainder will remain in full force. This Arbitration Agreement survives termination of the Agreement.

20. Force Majeure

Except for a party’s obligations to pay fees, each party will be excused from performance of its obligations to the extent that such party is prevented from performing as a result of causes beyond its reasonable control, including acts of God, war, terrorism, insurrection, civil disturbance, pandemic, epidemic, government order, court order, labor dispute, hurricane, earthquake, flood, fire, or other natural disaster, failure or interruption of telecommunications or Internet infrastructure.

21. Miscellaneous

The Agreement will not be modified except as expressly set forth in the Agreement, or in writing and signed or accepted electronically by the parties. You may not assign or transfer your rights or obligations under the Agreement without our prior written consent. Any failure or delay by us in exercising any right, remedy, power, or privilege will not operate as a waiver thereof. All provisions of the Agreement which by their nature should survive termination will survive any termination or expiration, including accrued rights to payment, indemnification, disclaimers, limitations of liability, governing law, and dispute resolution. The Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and representations, whether oral or written. If any provision of the Agreement is found to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions. For purposes of these Terms, the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”, and the word “or” is not exclusive.

22. Contact Information

If you have any questions or need further information as to the Services, please contact us via email at legal@deedible.com.