PropEdge LLC Terms of Service

Last Updated: September 27, 2026

These Terms of Service (these "Terms") form a binding legal agreement between PropEdge LLC, a Wyoming limited liability company ("PropEdge," "we," "our," or "us"), and the entity or person that accepts these Terms, signs an Order Form referencing these Terms, or accesses or uses the Services ("Client" or "you"). These Terms govern your access to and use of our website at propedge.biz (the "Site") and the Services (as defined below).

PLEASE READ THESE TERMS CAREFULLY. SECTION 20 CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION AND JURY TRIAL WAIVER THAT AFFECT HOW DISPUTES ARE RESOLVED. SECTIONS 14, 15 AND 16 LIMIT PROPEDGE'S LIABILITY AND REQUIRE YOU TO INDEMNIFY PROPEDGE.

By clicking to accept these Terms, signing or accepting an Order Form that references these Terms, making a payment, or accessing or using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and "Client" and "you" refer to that entity. If you do not agree to these Terms, you may not access or use the Site or Services.

The Services are offered only to businesses and professionals for business purposes, and not to consumers for personal, family or household purposes.

1. Definitions

"AI Output" means any response, message, voice audio, transcript, summary, score, classification, recommendation, appointment, or other content generated by or through the Services, including by artificial intelligence.
"Authorized Users" means your employees, agents, and contractors whom you authorize to access or use the Services on your behalf.
"Client Data" means all data, content and materials that you or your Authorized Users provide to, or that are collected or generated through the Services on your behalf, including Lead Data, Client Materials, and your calendar and integration data, but excluding Usage Data and De-identified Data.
"Client Materials" means scripts, prompts, qualification criteria, instructions, listing and property information, photos, pricing, brand assets, business information, and other materials you provide for configuring or operating the Services.
"Communications" means calls, voice messages, SMS, MMS, WhatsApp and other messages, chats, and emails sent or received through the Services.
"DPA" means PropEdge's Data Processing Addendum available at propedge.biz/dpa, which is incorporated into these Terms by reference.
"De-identified Data" means data that is aggregated, de-identified or anonymized so that it does not identify, and is not reasonably capable of being associated with, you, any Lead, or any individual.
"Documentation" means any user guides, onboarding materials, or other documentation PropEdge provides regarding the Services.
"Fees" means the fees stated in the Order Form or on the Site for the Services, including subscription, setup, usage, overage, and pass-through fees.
"Lead" means an individual, such as a prospective buyer, seller, renter, landlord or investor, who contacts you, responds to your listing, advertisement, or form, or otherwise interacts with the Services on your behalf.
"Lead Data" means personal data relating to Leads that is processed through the Services on your behalf.
"Order Form" means any ordering document, online sign-up, checkout page, proposal, or statement of work, accepted by both parties or accepted by you and fulfilled by PropEdge, that specifies the Services, plan, Fees, and Subscription Term.
"Services" means PropEdge's AI-powered lead response, qualification, follow-up, and appointment-scheduling platform, including AI voice, SMS, messaging, chat and email agents, dashboards, integrations, the Site, and any related setup, configuration, onboarding, support, consulting, and human-assisted services provided by PropEdge, together with any updates, modifications, and Documentation.
"Subscription Term" means the period during which you are subscribed to the Services, as stated in the Order Form, including all renewals.
"Third-Party Services" means products, services, platforms, software, networks, and content not provided by PropEdge, including CRMs, calendars, listing portals, lead sources, telephony and messaging carriers, WhatsApp, AI model providers, and payment processors.
"Usage Data" means technical, performance, and usage data and metadata relating to the operation and use of the Services, such as logs, configurations, volumes, response times, and feature usage.

2. The Services

2.1 Access. Subject to your compliance with these Terms and payment of all Fees, PropEdge grants you, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal business purposes in connection with your real estate business, in accordance with these Terms, the Documentation, and any usage limits in your Order Form.

2.2 Nature of the Services. The Services combine software with services performed by PropEdge personnel and contractors. PropEdge may configure, build, monitor, and adjust AI agents and workflows on your behalf based on the Client Materials and instructions you provide. You acknowledge that PropEdge personnel may access Client Data as necessary to provide, support, and improve the Services.

2.3 Your agent; no brokerage services. When the Services communicate with Leads, they do so on your behalf, in your name, and as your agent, under your supervision and control. PropEdge is a technology and service provider only. PropEdge is not a real estate broker, salesperson, agent, property manager, mortgage broker, lender, appraiser, attorney, or financial or tax adviser; does not hold any real estate license; does not represent any Lead or any party to a real estate transaction; does not negotiate, advertise, list, or offer property for sale or lease on its own behalf; and does not receive any commission, referral fee, or other compensation contingent on any real estate transaction. You are solely responsible for all real estate brokerage activities and for supervising the Services as you would any assistant or unlicensed staff acting on your behalf.

2.4 Modifications. PropEdge may modify, update, add, or discontinue any feature or component of the Services at any time, including by changing Third-Party Services on which the Services rely. If we discontinue a material feature of paid Services for which you have prepaid, without substantially equivalent replacement, your sole remedy is to terminate the affected Services and receive a pro-rata refund of prepaid Fees for the remainder of the then-current Subscription Term.

2.5 Trials, demos and beta features. PropEdge may offer free trials, pilots, demos, or features identified as beta, preview, or experimental ("Trial Services"). Trial Services are provided "AS IS" and "AS AVAILABLE," without any warranty, support, indemnity, or liability of any kind, may be discontinued at any time, and may be subject to additional terms. Unless you purchase a subscription before the end of a trial, Client Data in Trial Services may be permanently deleted. Please use only fictitious information in any demo on the Site.

2.6 No service levels. Unless expressly stated in a signed Order Form, PropEdge does not guarantee any particular availability, uptime, response time, or support response time.

3. Accounts and Authorized Users

You are responsible for (a) all activities that occur under your accounts and credentials, whether or not authorized by you; (b) ensuring your Authorized Users comply with these Terms; (c) maintaining the confidentiality and security of credentials, API keys and integration tokens; and (d) the accuracy and completeness of the account information you provide. You will notify PropEdge immediately of any unauthorized access to or use of the Services. PropEdge is not liable for any loss or damage arising from unauthorized use of your accounts or credentials.

4. Your Responsibilities and Compliance Obligations

4.1 General compliance. You are solely responsible for ensuring that your use of the Services, the Client Materials, the Communications, and your collection and use of Lead Data comply with all applicable laws, regulations, rules, codes of conduct, industry guidelines, and third-party terms, including those described in this Section 4 ("Applicable Law"). PropEdge does not provide legal advice, and nothing in the Services, the Documentation, any template, or any communication from PropEdge constitutes legal advice or a representation that any configuration, script, or practice is compliant with Applicable Law.

4.2 Telemarketing, SMS and communications laws. You acknowledge that Communications may be made using automated systems, automatic telephone dialing systems, and artificial or AI-generated voices, which are regulated under laws such as the U.S. Telephone Consumer Protection Act ("TCPA") and its regulations, the Telemarketing Sales Rule, the CAN-SPAM Act, state "mini-TCPA," telemarketing and telephone solicitation laws (such as the Florida Telephone Solicitation Act), do-not-call laws, and equivalent laws in other countries. You represent, warrant and covenant that:

(a) before any Communication is sent or made to a Lead through the Services, you (or your lead sources, on your behalf) have obtained, and will retain records of, all consents required by Applicable Law for such Communication, including, where required, prior express written consent to receive calls and messages using automated technology and artificial or AI-generated voices, using consent language that meets the requirements of Applicable Law;

(b) you will provide PropEdge only with contact information of Leads who have made an inquiry to you or otherwise provided the required consent, and will not provide purchased, rented, or scraped lists of consumers or any contact information for which the required consent has not been obtained;

(c) you are responsible for compliance with national, state and internal do-not-call requirements, calling-hour and frequency restrictions, caller identification requirements, and opt-out obligations, and you will promptly notify PropEdge of any revocation of consent or opt-out you receive outside the Services;

(d) you will not instruct PropEdge to contact any Lead who has opted out or revoked consent; and

(e) you will register and maintain any required business, brand, or campaign registrations (such as 10DLC or toll-free verification) with accurate information, and comply with the policies of mobile carriers, messaging platforms (including WhatsApp), and telephony providers.

PropEdge is entitled to rely on your representations and on any consent records provided by you or your lead sources without independent verification. PropEdge has no obligation to verify, monitor, or audit consents, and is not responsible for any Communication sent in reliance on your representations or instructions.

4.3 Call recording. You are responsible for complying with all laws governing the recording, monitoring, transcription and analysis of telephone calls and electronic communications, including laws requiring the consent of all parties. PropEdge's standard voice configuration includes a disclosure that calls may be recorded. You will not instruct or require PropEdge to remove or alter recording disclosures, and you are responsible for ensuring the adequacy of such disclosures in each jurisdiction in which you or your Leads are located.

4.4 AI disclosure. You are responsible for complying with all laws governing the disclosure of the use of artificial intelligence, automated systems, chatbots, and synthetic voices in communications with consumers. PropEdge's standard configuration identifies AI agents as automated or virtual assistants where required. You will not instruct or configure the Services to state or imply that an AI agent is a human, to impersonate any real person, or to conceal the use of AI where disclosure is required by law.

4.5 Fair housing and anti-discrimination. You are solely responsible for compliance with the federal Fair Housing Act, the Equal Credit Opportunity Act, and all state and local fair housing and anti-discrimination laws. You will not configure, instruct, or use the Services (including qualification criteria, scripts, routing rules, or follow-up rules) to: (a) collect, consider, or make any distinction, preference, limitation, or steering based on race, color, religion, sex, sexual orientation, gender identity, disability, familial status, national origin, age, source of income, or any other characteristic protected by Applicable Law; (b) make, print, or publish any statement indicating any such preference, limitation, or discrimination; or (c) treat Leads differently in availability, responsiveness, or appointment access on any such basis. PropEdge may, but is not obligated to, review and reject any criteria or script it believes may violate this Section.

4.6 Prohibited decisions. You will not use the Services or any AI Output (a) as a consumer report or to make any decision regarding a person's eligibility for credit, insurance, employment, or housing, including tenant screening, rental application approval or denial, or determining lease terms; (b) in any manner that would make PropEdge a "consumer reporting agency" under the Fair Credit Reporting Act or similar laws; or (c) as the sole basis for any decision producing legal or similarly significant effects on an individual. Where Applicable Law regulates the use of AI or automated decision-making in consequential decisions (including housing), you are solely responsible for any required risk assessments, notices, human review, appeals, and other obligations, as the deployer of the Services.

4.7 Real estate and advertising laws. You are solely responsible for compliance with real estate licensing laws and regulations, rules of any real estate commission, MLS, or association of which you are a member, the Real Estate Settlement Procedures Act, truth-in-advertising laws, and rules governing the advertising of property, including any requirement to display your brokerage name or license information in Communications.

4.8 Privacy. You are the controller or "business" for Lead Data and are solely responsible for (a) providing all notices and privacy policies required by Applicable Law to Leads, including notice that Lead Data will be processed by service providers such as PropEdge and that Communications may involve AI and recording; (b) obtaining all consents and establishing a lawful basis for the processing of Lead Data; and (c) responding to requests from Leads to exercise their privacy rights. The DPA governs PropEdge's processing of personal data on your behalf.

4.9 Client Materials and accuracy. You are solely responsible for the accuracy, completeness, legality, and currency of the Client Materials, including listings, property availability, pricing, photos, and terms, and for promptly updating PropEdge when information changes. You represent and warrant that you own or have all rights, licenses, and consents necessary to provide the Client Materials (including photos of properties and any individuals shown in them) to PropEdge and to permit PropEdge to use them as contemplated by these Terms.

4.10 Review and supervision. You are responsible for reviewing and approving the scripts, prompts, criteria, and configurations used by your AI agents before launch and on an ongoing basis, for monitoring AI Output and Communications, and for promptly notifying PropEdge of any error, inappropriate output, or compliance concern. Your use of the Services in production constitutes your approval of the then-current configuration.

5. Acceptable Use

You will not, and will not permit any person to: (a) use the Services for any unlawful, fraudulent, deceptive, harassing, abusive, or harmful purpose, or in violation of Section 4; (b) send unsolicited or bulk communications, spam, or robocalls, or contact any person who has not consented where consent is required; (c) upload, transmit, or process Prohibited Data (as defined in PropEdge's Privacy Policy), including Social Security numbers, financial account numbers, credit or background check information, health information, biometric data, or data of children; (d) impersonate any person or entity or misrepresent your affiliation; (e) upload or transmit malware or any harmful code; (f) interfere with or disrupt the integrity, security, or performance of the Services; (g) attempt to gain unauthorized access to the Services or related systems; (h) reverse engineer, decompile, disassemble, or attempt to derive the source code, models, prompts, workflows, or underlying structure of the Services, except to the extent such restriction is prohibited by law; (i) copy, modify, or create derivative works of the Services; (j) access or use the Services to build a competing product or service, or to benchmark the Services for publication; (k) resell, sublicense, lease, white-label, or otherwise make the Services available to any third party, unless expressly permitted in an Order Form; (l) remove any proprietary notices; (m) use any automated means to access or scrape the Services or Site, except through interfaces PropEdge provides; (n) use the Services in violation of the terms or policies of any Third-Party Service; or (o) use the Services in any manner that could subject PropEdge to liability or damage PropEdge's reputation.

6. Fees, Payment and Taxes

6.1 Fees. You will pay all Fees in accordance with the Order Form or, if none, PropEdge's then-current pricing. Unless otherwise stated in the Order Form, subscription Fees are billed in advance, and setup, usage, overage, and pass-through Fees (such as telephony, messaging, and AI usage charges) are billed in arrears. If you exceed the usage limits of your plan (such as the number of Leads, conversations, or minutes), PropEdge may charge overage Fees at the rates stated in the Order Form or at its then-current rates, or require you to upgrade.

6.2 Payment authorization. You authorize PropEdge and its payment processor to charge your designated payment method for all Fees when due, including recurring charges for each renewal term, without further authorization. You will keep your payment information current. If a charge fails, PropEdge may retry the charge and may suspend the Services until payment is received.

6.3 Automatic renewal. Unless otherwise stated in the Order Form, each Subscription Term automatically renews for successive periods equal to the initial term (or one month, if the initial term is monthly), unless either party gives notice of non-renewal before the end of the then-current term. For monthly subscriptions, notice must be given at least five (5) days before the renewal date; for annual or longer subscriptions, at least thirty (30) days before the renewal date. You may give notice of non-renewal by email to daniel@propedge.biz or through any cancellation method available in your account.

6.4 Non-refundable. Except as expressly stated in these Terms, all Fees are non-cancelable and non-refundable, and all payment obligations are non-cancelable, including for partial months, unused features, unused Lead or usage allotments, periods of non-use, and downgrades. Setup and onboarding Fees are earned upon commencement of setup.

6.5 Price changes. PropEdge may change its Fees effective upon the next renewal term by providing at least thirty (30) days' notice (which may be by email or in-app notice). Pass-through charges may change at any time to reflect changes in the rates of Third-Party Services.

6.6 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. You will reimburse PropEdge for all reasonable costs of collection, including attorneys' fees and collection agency fees. If any amount is more than ten (10) days overdue, PropEdge may, without limiting its other rights, suspend the Services until all amounts are paid in full.

6.7 Disputes and chargebacks. You must notify PropEdge in writing of any good-faith dispute regarding an invoice or charge within thirty (30) days of the invoice or charge date, after which the charge will be deemed accepted. You will not initiate a chargeback or payment reversal for any undisputed amount or without first attempting to resolve the dispute with PropEdge. A chargeback or reversal initiated in breach of this Section is a material breach, and you will reimburse PropEdge for any resulting fees.

6.8 Taxes. Fees are exclusive of all sales, use, value-added, goods and services, withholding, and similar taxes, duties, and levies ("Taxes"). You are responsible for all Taxes associated with your purchases, other than taxes on PropEdge's net income. If PropEdge is required to collect or pay Taxes, they will be invoiced to you unless you provide a valid tax exemption certificate. If you are required by law to withhold any Taxes, you will gross up your payment so that PropEdge receives the full amount of the Fees.

7. Client Data

7.1 Ownership. As between the parties, you retain all rights, title, and interest in and to the Client Data. You grant PropEdge and its Service Providers a worldwide, non-exclusive, royalty-free, fully paid license during the Subscription Term (and thereafter as needed for the purposes described in Sections 7.3, 13 and the DPA) to host, copy, store, transmit, process, display, modify, and create derivative works of the Client Data as necessary to provide, maintain, secure, support, and improve the Services, to prevent or address technical, security, or fraud issues, to comply with law, and as otherwise permitted by these Terms, the DPA and the Privacy Policy.

7.2 Responsibility for Client Data. You are solely responsible for the Client Data and for obtaining all rights, consents, and permissions necessary for PropEdge to process it. PropEdge does not review all Client Data and has no responsibility for it. You are responsible for maintaining your own backups and copies of Client Data you wish to retain. PropEdge is not a data storage or archival service and is not liable for any loss, deletion, or corruption of Client Data, except to the extent directly caused by PropEdge's breach of its security obligations under the DPA, subject to Section 16.

7.3 Usage Data and De-identified Data. PropEdge owns all Usage Data and De-identified Data and may use them for any lawful purpose, including to operate, analyze, improve, and develop the Services and other products and services, and to prepare benchmarks and statistics, provided that PropEdge does not disclose Usage Data publicly in a form that identifies you or any individual. PropEdge will not use Lead Data from your account to build, train or configure AI agents for any other client.

7.4 Data processing. PropEdge's processing of personal data included in Client Data is governed by the DPA and the PropEdge Privacy Policy. In the event of a conflict between these Terms and the DPA regarding the processing of personal data, the DPA controls, except that the limitations and exclusions of liability in these Terms apply to the DPA.

7.5 Export and deletion. During the Subscription Term, you may request an export of your Lead Data in PropEdge's standard format. Following termination or expiration, PropEdge will make Lead Data available for export upon written request received within thirty (30) days, and will thereafter delete Client Data in accordance with the DPA and its retention practices, with no liability for such deletion. Custom exports or migration assistance may be subject to additional Fees.

8. Third-Party Services

The Services integrate with and rely on Third-Party Services. Your use of Third-Party Services is governed solely by the terms between you and the third-party provider, and you are responsible for complying with those terms and for obtaining any accounts, licenses, or approvals they require. By enabling an integration, you authorize PropEdge to access and exchange Client Data with the Third-Party Service as needed for the integration. PropEdge does not control, and is not responsible or liable for, any Third-Party Service, including its availability, accuracy, security, data practices, pricing, changes, suspension, or discontinuation, or any delivery failure, delay, blocking, filtering, or labeling of Communications by carriers or platforms. If a Third-Party Service ceases to be available on reasonable terms, PropEdge may cease providing the affected features without liability.

9. Artificial Intelligence

9.1 Nature of AI Output. You acknowledge that the Services use artificial intelligence, including large language models and speech technologies provided by third parties, which are probabilistic and may produce output that is inaccurate, incomplete, inappropriate, offensive, biased, or inconsistent with your instructions, including incorrect statements about properties, availability, pricing, financing, terms, or law ("hallucinations"), mis-transcriptions, mis-scheduled appointments, or misclassification of Leads. AI Output is provided for informational and operational assistance purposes only, is not professional advice, and does not constitute an offer, acceptance, commitment, or binding representation by PropEdge.

9.2 Your responsibility for AI Output; assumption of risk. Because AI agents act on your behalf, in your name, and as your agent, as between you and PropEdge, you are solely responsible for, and assume all risk arising from, all AI Output and Communications made on your behalf, and for any reliance on them by you, your Authorized Users, your Leads, or any third party, regardless of whether the AI Output was generated from Client Materials, from PropEdge's configuration, or otherwise. AI Output and Communications are deemed to be your statements and conduct, and not those of PropEdge. You will evaluate the accuracy and appropriateness of AI Output before relying on it for any material decision, and you are responsible for instructing Leads to confirm material information directly with you. You acknowledge that you have chosen to use AI-generated communications with full knowledge of the limitations described in Section 9.1, and that the Fees reflect this allocation of risk.

9.3 Human handoff. The Services may escalate or transfer Communications to your personnel as configured. PropEdge is not responsible for any failure to escalate, transfer, or respond, or for any failure of your personnel to respond.

9.4 Emergencies. The Services are not designed or intended to handle emergencies. You will not rely on the Services to receive or respond to emergency communications, and you will ensure that Communications do not represent otherwise.

9.5 No guarantee of results. PropEdge does not guarantee any number of Leads, responses, conversations, qualified Leads, appointments, showings, closings, commissions, conversion rates, return on investment, revenue, or other business results. Any statistics, estimates, ROI calculations, benchmarks, testimonials, case studies, or performance examples on the Site, in marketing materials, or in demos are illustrative only, may not be representative, and are not promises or warranties of results.

9.6 AI errors are not a breach. Inaccurate, incomplete, inappropriate, or unexpected AI Output, mis-transcriptions, missed, duplicated, or incorrectly scheduled appointments, misclassified or unqualified Leads, failures to respond, and similar errors inherent in AI and automated systems (collectively, "AI Errors") do not constitute a breach of these Terms, a defect in the Services, or a failure of PropEdge to perform. If you notify PropEdge in writing of a reproducible AI Error, PropEdge will use commercially reasonable efforts to adjust the configuration of the affected AI agent going forward. This is PropEdge's sole obligation, and your sole and exclusive remedy, with respect to any AI Error.

9.7 Release. To the maximum extent permitted by law, you release and forever discharge the PropEdge Parties (as defined in Section 15.1) from any and all claims, demands, damages, and liabilities, known or unknown, arising out of or relating to AI Output, AI Errors, or Communications made on your behalf. If you are a California resident or entity, you waive California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You waive any similar provision in any other jurisdiction.

10. Intellectual Property

10.1 PropEdge IP. The Services, the Site, the Documentation, and all software, AI agents, workflows, prompts and prompt engineering, scripts and templates created by PropEdge (excluding Client Materials), models, configurations, know-how, designs, trademarks, and all improvements, modifications, and derivative works of any of the foregoing, and all intellectual property rights therein (collectively, "PropEdge IP"), are and will remain the exclusive property of PropEdge and its licensors, whether developed before or during the Subscription Term, and whether or not developed at your request or based on your input. Nothing in these Terms transfers any ownership of PropEdge IP to you. All rights not expressly granted to you are reserved by PropEdge.

10.2 AI Output. Subject to your compliance with these Terms and payment of all Fees, and as between the parties, PropEdge assigns to you any rights it may have in the specific AI Output generated for you from your Client Data (such as conversation transcripts, summaries, and appointment records), excluding any PropEdge IP embodied in them. You acknowledge that AI Output may not be unique, and similar output may be generated for others.

10.3 Feedback. If you or your Authorized Users provide any suggestions, ideas, requests, or other feedback regarding the Services ("Feedback"), PropEdge may use, disclose, and exploit the Feedback for any purpose without restriction, compensation, or attribution, and you hereby assign to PropEdge all rights in the Feedback.

10.4 Publicity and use of your name and logo. By accepting these Terms, signing an Order Form, or accessing or using the Services (including any Trial Services, pilot, or demo), you grant PropEdge and its affiliates a worldwide, non-exclusive, royalty-free, fully paid-up, non-transferable (except in connection with an assignment permitted under Section 22.3) license to use, reproduce, and display your name, trade names, trademarks, service marks, and logos (collectively, "Client Marks") to identify you as a client or user of PropEdge, in any media now known or later developed, including on the Site, in client lists and logo displays, sales presentations and proposals, marketing and advertising materials, social media, press releases, investor materials, and factual descriptions of your use of the Services. PropEdge may resize or reformat Client Marks as reasonably necessary for display, but will not otherwise alter them, and will not use them in a manner that states or implies that you endorse any specific statement or result without your approval.

This license continues for the duration of your use of the Services and survives termination or expiration. Following termination or expiration, PropEdge will, within thirty (30) days after receiving your written request, stop adding Client Marks to new materials and remove them from the Site; PropEdge is not required to recall, withdraw, or modify any materials created, distributed, or published before the request, or materials kept for archival or historical purposes.

You represent and warrant that you own or have the right to grant this license for all Client Marks you use in connection with the Services. This license does not cover any trademark or logo you use under license from a franchisor, brokerage network, or other third party (for example, a national brokerage brand under which you operate) unless you have the right to sublicense it, and you will notify PropEdge of any such marks. Any quoted testimonial, review, or statement of results attributed to you or to any individual, and any detailed case study, will be used only with your prior approval, which may be given by email.

11. Confidentiality

11.1 Definition. "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential, including, for PropEdge, the Services, pricing, and PropEdge IP. Confidential Information does not include information that (a) is or becomes publicly available without breach by Recipient; (b) was known to Recipient without restriction before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by Recipient. Client Data is governed by Section 7 and the DPA rather than this Section 11.

11.2 Obligations. Recipient will use Discloser's Confidential Information only to exercise its rights and perform its obligations under these Terms, will not disclose it except to its and its affiliates' employees, contractors, advisers, investors, and potential acquirers who need to know it and are bound by confidentiality obligations at least as protective as these, and will protect it using at least reasonable care. Recipient may disclose Confidential Information as required by law, provided that, where legally permitted, it gives Discloser reasonable notice.

12. Suspension

PropEdge may suspend or limit your or any Authorized User's access to all or part of the Services, immediately and without liability, if PropEdge reasonably determines that (a) you have breached Sections 4, 5, or 6; (b) your use of the Services poses a security, legal, regulatory, or reputational risk to PropEdge, the Services, any Third-Party Service, or any third party; (c) PropEdge has received a complaint, carrier notice, regulatory inquiry, demand letter, or claim related to your Communications; (d) suspension is required by law or by a Third-Party Service; or (e) you have become insolvent or subject to bankruptcy proceedings. Fees will continue to accrue during any suspension. PropEdge will use reasonable efforts to notify you of the suspension and to restore access once the underlying issue is resolved.

13. Term and Termination

13.1 Term. These Terms remain in effect until all Subscription Terms have ended, or until terminated as set out below.

13.2 Termination for cause. Either party may terminate these Terms or any Order Form upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of it (or ten (10) days for non-payment). PropEdge may terminate these Terms immediately upon notice if you breach Sections 4 or 5, or in any of the circumstances described in Section 12(b) through (e).

13.3 Termination for convenience by PropEdge. PropEdge may terminate these Terms or any Order Form for any reason upon thirty (30) days' written notice, in which case PropEdge will refund any prepaid Fees for the terminated Services covering the remainder of the then-current Subscription Term after the effective date of termination.

13.4 Effect of termination. Upon termination or expiration: (a) all rights granted to you will immediately terminate and you will cease using the Services; (b) all unpaid Fees for the remainder of the then-current Subscription Term (and any committed term stated in the Order Form) will become immediately due and payable, except in the case of termination by you for PropEdge's uncured material breach or by PropEdge under Section 13.3; (c) PropEdge may disconnect or release any phone numbers, messaging registrations, and integrations used for the Services, unless the Order Form provides for porting at your expense; and (d) Client Data will be handled as described in Section 7.5. Termination does not relieve you of the obligation to pay Fees accrued before termination.

13.5 Survival. Sections 1, 4 (as to activity during the term), 6 (as to amounts owed), 7.2 through 7.5, 8, 9, 10, 11, 13.4, 13.5, and 14 through 22, and any other provision that by its nature should survive, will survive termination or expiration.

14. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, THE SERVICES, AI OUTPUT, TRIAL SERVICES, AND ALL RELATED CONTENT AND SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," AND PROPEDGE, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. WITHOUT LIMITATION, PROPEDGE DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY AI OUTPUT OR COMMUNICATION WILL BE ACCURATE, COMPLETE, APPROPRIATE, OR DELIVERED; (C) THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY RESULTS; (D) THE SERVICES OR ANY CONFIGURATION WILL COMPLY WITH ANY LAW APPLICABLE TO YOU; OR (E) ANY ERRORS WILL BE CORRECTED. YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICES AND RELIANCE ON AI OUTPUT.

15. Indemnification

15.1 By you. You will defend, indemnify, and hold harmless PropEdge, its affiliates, and their respective members, managers, officers, employees, contractors, agents, licensors, and Service Providers (the "PropEdge Parties") from and against any and all claims, demands, suits, proceedings, investigations, and inquiries by any third party (including any Lead, consumer, class, regulator, government authority, carrier, or platform) (each, a "Claim"), and all related losses, damages, judgments, settlements, statutory damages, fines, penalties, costs, and expenses (including reasonable attorneys' and experts' fees), arising out of or relating to: (a) any Communication made or sent on your behalf or at your instruction, including any Claim under the TCPA, the Telemarketing Sales Rule, CAN-SPAM, or any state telemarketing, telephone solicitation, do-not-call, call recording, wiretapping, eavesdropping, or AI disclosure law; (b) the Client Data or Client Materials, including any Claim that they infringe, misappropriate, or violate any third-party right or law; (c) your or your Authorized Users' use of the Services or AI Output; (d) your actual or alleged violation of Sections 4 or 5, any Applicable Law, or any third-party terms; (e) any Claim of discrimination or violation of fair housing, fair lending, or consumer protection laws relating to your business or your use of the Services; (f) any real estate transaction, representation, or dispute between you and any Lead or other third party; (g) any AI Output or AI Error, including any inaccurate, misleading, or unauthorized statement, commitment, or representation made to any Lead or third party through the Services; or (h) your gross negligence, willful misconduct, or fraud. Your obligations under this Section 15.1 apply regardless of whether the Claim alleges that a PropEdge Party was directly or vicariously liable, except to the extent a court of competent jurisdiction finally determines that the Claim was caused solely by the PropEdge Party's gross negligence or willful misconduct.

15.2 Procedure. PropEdge will give you prompt written notice of any Claim (provided that any delay will relieve you of your obligations only to the extent you are materially prejudiced by it). You will assume the defense of the Claim with counsel reasonably acceptable to PropEdge. PropEdge may participate in the defense with counsel of its own choosing at its own expense, and may assume control of the defense at your expense if you fail to do so diligently. You may not settle any Claim without PropEdge's prior written consent if the settlement would impose any obligation or admission on any PropEdge Party or would not fully release the PropEdge Parties.

15.3 Exclusive remedy for infringement. If the Services are, or in PropEdge's opinion are likely to be, subject to a claim of infringement, PropEdge may, at its option and expense, (a) procure for you the right to continue using the Services; (b) modify the Services to be non-infringing; or (c) terminate the affected Services and refund any prepaid Fees for the remainder of the Subscription Term. This Section 15.3 states PropEdge's sole liability, and your exclusive remedy, for any actual or alleged infringement by the Services.

16. Limitation of Liability

16.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY PROPEDGE PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, COMMISSIONS, BUSINESS, CLIENTS, LEADS, APPOINTMENTS, OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, OR ANY COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE PROPEDGE PARTIES ARISING OUT OF OR RELATING TO THESE TERMS, THE DPA, ANY ORDER FORM, THE SITE, AND THE SERVICES, UNDER ANY THEORY, WILL NOT EXCEED THE LESSER OF (A) THE FEES ACTUALLY PAID BY YOU TO PROPEDGE FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND (B) FIVE THOUSAND U.S. DOLLARS (US $5,000). FOR TRIAL SERVICES AND ANY SERVICES PROVIDED FREE OF CHARGE, PROPEDGE'S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

16.3 Application. If, notwithstanding Section 16.1, any lost profits, lost revenue, lost commissions, or other damages described in Section 16.1 are found to be recoverable against any PropEdge Party under applicable law, such damages will in all cases be included in, count toward, and be limited by the cap in Section 16.2, together with all other damages. The limitations in this Section 16 apply in the aggregate to all claims and will not be enlarged by the existence of multiple claims. They do not limit your obligation to pay Fees or your obligations under Section 15. The parties agree that the limitations in this Section 16 are an essential basis of the bargain and reflect a reasonable allocation of risk, and that PropEdge would not provide the Services without them. They apply even if any limited remedy fails of its essential purpose.

16.4 Time limit. To the maximum extent permitted by law, any claim or cause of action you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the claim or cause of action arises, or it is permanently barred.

17. Site Use by Visitors

If you use the Site without being a Client, Sections 5, 9.5, 10, 14, 16, and 18 through 22 apply to your use of the Site, and all references to "you" refer to you as a visitor. The Site, including any demo, ROI calculator, statistics, or content, is provided for general information only, without warranty, and may be changed at any time.

18. Changes to These Terms

PropEdge may modify these Terms at any time by posting the revised Terms on the Site or notifying you. Revised Terms become effective on the date stated in them. For material changes, PropEdge will make reasonable efforts to notify Clients at least fifteen (15) days in advance by email or in-app notice, except where changes are required by law or relate to new features, which may be effective immediately. Your continued use of the Services after revised Terms become effective constitutes your acceptance of them. If you do not agree to material changes, your sole remedy is to give notice of non-renewal and stop using the Services before the changes take effect, or, for changes that materially and adversely affect you during a prepaid Subscription Term, to terminate within fifteen (15) days of the effective date and receive a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term. Changes to Section 20 will not apply to any dispute of which PropEdge had actual notice before the change.

19. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles, and, to the extent applicable, the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to Section 20, the state and federal courts located in Laramie County, Wyoming have exclusive jurisdiction over any dispute not subject to arbitration, and each party irrevocably consents to the personal jurisdiction and venue of those courts.

20. Dispute Resolution; Binding Arbitration; Class Action Waiver

20.1 Informal resolution. Before commencing any arbitration or court proceeding, the party asserting a dispute will send the other a written notice describing the dispute and the relief sought, and the parties will attempt in good faith to resolve it for at least thirty (30) days.

20.2 Binding arbitration. Except as provided in Section 20.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services, including their formation, interpretation, breach, termination, enforceability, or the arbitrability of any dispute, will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator. The arbitration will be seated in Cheyenne, Wyoming, and will be conducted by video conference unless the arbitrator determines that an in-person hearing is necessary. The arbitrator's award will be final and binding, and judgment on it may be entered in any court of competent jurisdiction. The arbitration and all related information will be confidential, except as necessary to enforce an award or as required by law.

20.3 Class action and jury trial waiver. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY. The arbitrator may not consolidate claims of more than one party or preside over any class or representative proceeding.

20.4 Exceptions. Notwithstanding the foregoing, (a) PropEdge may bring an action in any court of competent jurisdiction to collect unpaid Fees; and (b) either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information or to prevent a breach of Section 5.

20.5 Severability. If the class action waiver in Section 20.3 is found unenforceable with respect to any claim, that claim will be severed and proceed in court under Section 19, and the remaining claims will be arbitrated.

21. Notices

PropEdge may give notices to you by email to the address associated with your account, by in-app notice, or by posting on the Site, and such notices are effective when sent or posted. You must give notices to PropEdge by email to daniel@propedge.biz, with the subject line "Legal Notice" for notices of breach, termination, or legal claims. Notices to PropEdge are effective only upon PropEdge's actual receipt, and PropEdge may provide a postal address for service upon written request. You consent to receive all communications, agreements, and notices from PropEdge electronically, and agree that they satisfy any legal requirement that such communications be in writing.

22. General

22.1 Order of precedence. In the event of a conflict, the following order of precedence applies: (a) an Order Form signed by both parties, solely with respect to the specific Services in that Order Form and only if it expressly states that it overrides these Terms; (b) the DPA, solely with respect to the processing of personal data; (c) these Terms; and (d) the Documentation. Any terms in your purchase order, vendor registration, or other business forms are void and of no effect, even if accepted or signed by PropEdge.

22.2 Entire agreement. These Terms, together with the Order Forms, the DPA, the Privacy Policy, and the Cookie Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. You acknowledge that you have not relied on any statement, promise, or representation (including any statement on the Site or in marketing materials) that is not expressly set out in these Terms.

22.3 Assignment. You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without PropEdge's prior written consent. PropEdge may freely assign or transfer these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.

22.4 Force majeure. PropEdge will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, armed conflict, military mobilization, civil unrest, governmental action, labor disputes, power or internet failures, cyberattacks, failures or changes of Third-Party Services (including AI providers, hosting providers, carriers, and messaging platforms), or changes in law or carrier or platform policy.

22.5 Relationship. The parties are independent contractors. Except as expressly provided in Section 2.3 (under which the Services communicate with Leads on your behalf), nothing in these Terms creates a partnership, joint venture, franchise, fiduciary, employment, or agency relationship between the parties. PropEdge may use subcontractors and Service Providers to perform its obligations.

22.6 No third-party beneficiaries. Except for the PropEdge Parties under Sections 15 and 16, there are no third-party beneficiaries of these Terms. Without limitation, no Lead has any rights under these Terms.

22.7 Non-solicitation. During the Subscription Term and for twelve (12) months thereafter, you will not directly or indirectly solicit for employment or engagement any employee or contractor of PropEdge who was involved in providing the Services to you, except through general solicitations not targeted at such persons.

22.8 Export and sanctions. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and are not listed on any U.S. government restricted party list. You will comply with all applicable export control and sanctions laws.

22.9 Waiver; severability. No failure or delay in exercising any right is a waiver of it. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

22.10 Interpretation. Headings are for convenience only. The words "including" and "include" mean "including without limitation." These Terms will not be construed against either party as the drafter. These Terms are written in English, and any translation is for convenience only; the English version controls.

22.11 Electronic acceptance. These Terms and any Order Form may be accepted electronically, including by clicking, signing electronically, or using the Services, and such acceptance has the same effect as a handwritten signature.

22.12 Contact. Questions about these Terms may be sent to PropEdge LLC at daniel@propedge.biz.