Terms of Service

Version: 2026-10-04 First Published: April 25, 2026

These Terms of Service ("Terms") are a legally binding agreement between you ("You" or "Customer"; both terms refer to the same party throughout these Terms) and WebGrowly LLC, a Delaware limited liability company based in Miami Beach, Florida ("WebGrowly," "we," "our," or "us"). These Terms govern your access to and use of the WebGrowly OS platform and any real estate websites hosted by us under your custom domain (collectively, the "Service").

This version applies to new Customers from its Effective Date and to existing Customers as provided in Section 21. Prior versions are archived and available on request to legal@webgrowly.com. "Master Service Agreement" means any master service agreement or other written agreement signed by Customer and WebGrowly that incorporates these Terms, including a beta or founding-tester agreement, together with its schedules.

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE A BINDING INDIVIDUAL ARBITRATION CLAUSE AND A CLASS-ACTION WAIVER IN SECTION 19. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

The Service is a hosted software platform for licensed real estate professionals operating in the State of Florida. It includes:

(a) a multilingual real estate website hosted on our infrastructure under your custom domain, with built-in IDX property search (subject to Section 4.2), AI property search by text and voice, a lead portal in which your website visitors may create accounts and save properties and searches, neighborhood and area-comparison tools, financial calculators, public-records property reports ("Property Passport"), and an AI chat assistant;

(b) a customer relationship management (CRM) suite and business tools (together with the admin panel, "WebGrowly OS"), including AI-powered tools (text generation, image analysis, speech-to-text), marketing asset tools, notifications, analytics, and integrations; and

(c) access to WebGrowly OS through the web application and through mobile or desktop applications, to the extent WebGrowly makes them available,

(together, the "Features"). Features may change as described in Section 21.

The Service is delivered as a hosted, cloud-based solution. We do not distribute, license, sell, or transfer the source code, object code, or infrastructure of the Service to You. You receive a license to use the Service, not a license to the underlying software.

To use the Service, You must:

(a) Be at least 18 years of age; (b) Be a licensed real estate agent, broker, or brokerage-affiliated professional authorized to practice real estate in the State of Florida; (c) Have the legal authority to enter into these Terms on Your own behalf as an individual real estate professional or, where subsection (f) applies, on behalf of the business entity named as Customer, and the individual who signs the Master Service Agreement for that entity represents that he or she is authorized to bind it to these Terms; (d) Not be barred from using the Service under applicable law; (e) If You use the Service to ingest, display, store, or process MLS, IDX, or other proprietary real estate listing data (including through the Smart Extract Feature or by importing listing URLs), You represent and warrant that You hold a valid, active license or subscription with the relevant MLS or data source and have full contractual authority to use such data through the Service; (f) If the Master Service Agreement names a business entity as Customer, identify in it the individual Florida real estate licensee who will use the Service (the "Licensed User"). In that case the license in Section 7 is for the Licensed User's use only, references in these Terms to an individual real estate professional mean the Licensed User, and Customer is responsible for the Licensed User's compliance with these Terms.

You represent and warrant that each of the above is true and remains true throughout Your use of the Service.

3.1 Acceptance. For Customers who execute a Master Service Agreement incorporating these Terms via electronic signature (including via DocuSign), execution of that Agreement constitutes Customer's acceptance of these Terms and the other documents listed in Section 23.1, and no further clickwrap or acknowledgment is required. References in these Terms, the Privacy Policy, the DPA, or the AUP to "agreeing," "clicking I Agree," "by using the Service," or similar language are intended to cover alternative acceptance mechanisms and do not impose additional assent requirements on Customers who have executed a Master Service Agreement. The Effective Date of acceptance for each such Customer is the date reflected on the DocuSign Certificate of Completion or equivalent electronic-signature audit record.

3.2 Registration and Single-User Accounts. The Service is sold and provided for use by a single individual real estate professional. You must provide accurate, current, and complete information during registration and keep it updated. You are responsible for maintaining the confidentiality of Your credentials and for all activity under Your account. You must notify us immediately at security@webgrowly.com of any suspected unauthorized access. You must not share Your account credentials with, or permit access to Your account by, any other person (including assistants, team members, brokerage colleagues, transaction coordinators, or any other third party). Each real estate professional who uses the Service must maintain a separate customer account and pay a separate License Fee. The Service does not support brokerage accounts, team accounts, shared accounts, or multi-agent configurations.

3.3 Florida License Verification. During account onboarding, Customer shall provide Customer's current active Florida real estate license number (and, where applicable, brokerage license number). WebGrowly may verify license status with the Florida Department of Business and Professional Regulation (DBPR) or Florida Real Estate Commission (FREC) records at any time, and may suspend or terminate Customer's access without cure period under Section 14.2(ii) if Customer's license is lapsed, suspended, revoked, voluntarily relinquished, or otherwise not in good standing. Customer agrees to notify WebGrowly within five (5) business days of any change affecting license status, including (without limitation) change of brokerage affiliation, change of designated broker, license suspension or revocation, or voluntary inactive status. Upon any change of brokerage affiliation, Customer shall promptly update the brokerage identification displayed on Customer's hosted website through the admin panel to reflect the current brokerage, in accordance with Fla. Admin. Code 61J2-10.025. Failure to maintain current brokerage information on the hosted website may result in FREC enforcement action for which Customer is solely responsible under Section 4.1.

3.4 Onboarding and Service Activation. Customer acknowledges that access to the Service requires completion of an onboarding session with WebGrowly during which Customer's custom domain connection and initial admin login are performed. Customer agrees to schedule and attend this session within a reasonable time after payment. The date of successful completion of this session constitutes the Service Activation Date for purposes of Section 5.3.

3.5 Support Access. To provide support and troubleshoot issues, authorized WebGrowly personnel may temporarily access Customer's admin panel through a support session. Support sessions are limited to authorized personnel, time-limited, and performed only in response to a Customer support request or where reasonably necessary to investigate abuse, security, or legal compliance under Section 13. WebGrowly personnel do not read Customer's private messages, communications, or CRM notes outside the scope of the specific support issue, and do not use information observed during a support session for any purpose unrelated to resolving that issue or protecting the integrity of the Service.

The Service is delivered under a custom domain that You register and own. You are solely responsible for:

(a) Registering Your domain through a registrar of Your choosing, paying all registration and renewal fees, and keeping the domain in good standing; (b) Configuring DNS records as we instruct to point Your domain to our infrastructure; (c) Any interruption to the Service caused by expired domains, DNS misconfiguration, ICANN disputes, or actions by Your domain registrar.

Your domain name remains Your property. All software, code, databases, hosting infrastructure, design templates, AI prompts, and other technical components of the Service are and remain the exclusive property of WebGrowly and are not transferred to You.

4.1 FREC-Compliant Advertising Responsibility. Customer is solely responsible for providing all brokerage identification, license numbers, designated-broker information, and other disclosures required to display FREC-compliant advertising on Customer's hosted website pursuant to Fla. Admin. Code 61J2-10.025 and applicable FREC advertising rules. WebGrowly will include the information Customer provides during onboarding or subsequently via the Service's settings; WebGrowly does not audit, verify, or curate this information. Customer is solely responsible for the accuracy, currency, sufficiency, and ongoing compliance of that information on Customer's hosted website. Any enforcement action, fine, or sanction arising from non-compliant advertising on Customer's hosted website is Customer's responsibility, and Customer will indemnify WebGrowly under Section 17 against any such claim, except to the extent the claim arises from Platform Materials under Section 6.9.

4.2 IDX and MLS Data.

(a) Built-in IDX. The hosted website includes WebGrowly's built-in IDX property search at no additional WebGrowly fee.

(b) Customer authorizations. Displaying live listings from a multiple listing service ("MLS") requires (i) Customer's active participation or subscriber rights in that MLS; (ii) any written authorization from Customer's broker that the MLS requires; and (iii) data-feed credentials issued to Customer or Customer's broker by the MLS or its authorized data provider. Customer is responsible for obtaining and maintaining these authorizations and for any fees charged by the MLS, board, association, or data provider.

(c) Before authorization. Until live data is authorized, the website may display clearly labeled sample listings or no listings. The time required for MLS, data-provider, or broker authorization is outside WebGrowly's control.

(d) Technology provider. WebGrowly acts as Customer's technology provider for the IDX display. WebGrowly configures the display to meet the MLS display requirements notified to it by Customer or the MLS and will implement changes the MLS requires within a commercially reasonable time. As the participant or subscriber, Customer remains responsible for compliance with the MLS rules and license terms that apply to Customer.

(e) Processing. Customer authorizes WebGrowly, as Customer's technology provider, to receive, store, cache, process, and display MLS data to provide the Service's features, including search, display, translation, and AI-assisted features, and to use shared technical infrastructure for listing data that more than one customer is authorized to display. Customer will promptly notify WebGrowly of any MLS rule or license term that restricts such processing, and WebGrowly will adjust the configuration accordingly.

(f) Suspension. If the MLS, the data provider, or Customer's broker suspends or ends the data feed or Customer's authorization, WebGrowly may suspend the IDX display. Such a suspension is not a breach by WebGrowly and does not entitle Customer to a refund.

5.1 One-Time Fee. The Service is provided for a one-time payment per customer account (the "License Fee"). WebGrowly's standard published License Fee for new customer accounts is US $499. Customer's actual License Fee is the amount specified in the executed Master Service Agreement and may reflect a written promotional adjustment expressly authorized by WebGrowly. There are no recurring WebGrowly core license fees, no automatic core-license renewals, and no per-user WebGrowly core license charges for the single licensed Customer. Applicable taxes, optional services, third-party services paid directly by Customer, and individually quoted costs remain governed by Sections 5.2, 5.4, and 5.5.

5.2 Payment. Customer pays the License Fee, plus any applicable taxes, by the method stated in the Master Service Agreement or on WebGrowly's invoice, which may include card payment through WebGrowly's third-party payment processor or bank transfer. Where a payment processor charges Customer's payment method, Customer authorizes it to charge that amount. If Customer finances the purchase through a third-party lender, the financing is solely between Customer and that lender.

5.3 Refunds.

(a) Refund Window. Customer may request a full refund of the License Fee within fourteen (14) days of the Service Activation Date by emailing billing@webgrowly.com. The refund will be processed within ten (10) business days to the original payment method. No usage threshold applies — Customer is entitled to the refund regardless of the extent to which Customer has explored, configured, or operated the Service during the fourteen (14)-day window.

(b) Service Activation Date. The "Service Activation Date" means the date on which Customer completes the onboarding session conducted by WebGrowly during which: (i) Customer's custom domain is connected to the Service, and (ii) Customer successfully logs into the WebGrowly OS admin panel for the first time.

(c) Failure to Schedule Onboarding. WebGrowly will make reasonable efforts to schedule the onboarding session promptly after payment, including at least three (3) outreach attempts to the email address used for payment. If Customer fails to schedule or attend the onboarding session within ninety (90) days of payment despite such outreach, or repeatedly misses scheduled sessions without reasonable cause, the fourteen (14)-day refund window in subsection (a) is deemed waived. Customer's right to schedule the onboarding session and activate the Service remains available for twelve (12) months from the date of payment; only the refund right is affected by this subsection.

(d) Exclusions. Refund requests outside the fourteen (14)-day window in subsection (a) are at WebGrowly's sole discretion and generally will not be granted. No refunds are available where termination results from Customer's material breach of these Terms.

5.4 Taxes. You are responsible for all sales, use, value-added, and similar taxes, duties, and assessments arising from Your use of the Service, excluding taxes based on our net income.

5.5 Scope of License Fee.

(a) Included. The License Fee includes: (i) access to the WebGrowly OS platform and all features available through the admin panel at the time of purchase; (ii) hosting of Customer's website on WebGrowly infrastructure using Customer's custom domain; (iii) the initial onboarding session described in Section 3.4, during which Customer's custom domain is connected to the Service and Customer accesses the admin panel for the first time; (iv) security patches, bug fixes, and such new features as WebGrowly may release from time to time at its sole discretion, during the period Customer maintains an active account and WebGrowly continues to offer the Service; (v) access to integrations made available through WebGrowly's Zapier application, to the extent Zapier approves and maintains the application in its marketplace; (vi) the built-in IDX property search described in Section 4.2; (vii) access to WebGrowly OS through the mobile or desktop applications that WebGrowly makes available, subject to the terms of the applicable app store; and (viii) delivery of new website leads to one customer relationship management system that Customer names in writing before payment, by a method WebGrowly selects as commercially reasonable (such as an existing integration, the Zapier application, a webhook, or email), within a reasonable time after the Service Activation Date. Item (viii) is standard platform configuration for purposes of subsection (b)(i).

(b) Not Included. The License Fee does not include: (i) custom code development, custom features, or modifications beyond standard platform configuration; (ii) custom-designed pages, sections, or visual elements beyond options available in the admin panel; (iii) data migration from other platforms, data cleanup, or data entry services; (iv) dedicated support, consulting, training sessions, or strategic advisory beyond the onboarding session described in Section 3.4; (v) third-party service subscriptions and fees required by Customer, including but not limited to MLS, board, association, or data-feed fees, third-party IDX providers, call recording services, domain registration, or external tools, which Customer arranges and pays for directly; and (vi) any work on, modification of, or integration with the Service performed by any developer, contractor, or technical personnel other than WebGrowly. Customer shall not engage, authorize, or request any third-party developer to access, modify, or integrate with the Service, and WebGrowly will not grant source-code, repository, or infrastructure access to any party other than WebGrowly's own personnel.

(c) Additional Services. Customer may request additional services not included in the License Fee. WebGrowly will respond with a written quote including scope, price, and estimated timeline. Work begins only upon Customer's written acceptance. Declining a quote does not constitute breach, does not entitle Customer to refund, and does not affect Customer's continued use of the Service.

(d) Rates. WebGrowly does not publish a rate card. Rates for additional services are determined on a per-project basis based on scope, complexity, and timeline, and provided in the written quote under subsection (c).

6.1 Third-Party AI Processing. AI-powered Features use third-party AI providers selected by WebGrowly (currently OpenAI). WebGrowly routes AI requests through its provider relationships. Use of AI-powered Features is subject to reasonable usage, rate, safety, and provider limits, as well as the Privacy Policy and Data Processing Addendum.

6.2 Use Limits and Safeguards. WebGrowly may apply reasonable per-request, per-account, rate, or spend limits to protect the Service, control abuse, comply with provider restrictions, and maintain reliable access for customers. WebGrowly may temporarily restrict or suspend AI-powered Features when those safeguards are exceeded or when required for security, legal compliance, or provider availability. These operational safeguards do not change the license scope described in Section 5.5.

6.3 No Guarantee of Continued AI Availability. We do not guarantee the continued availability of any third-party AI model. Third-party AI providers may change their APIs, pricing, terms, or availability without notice. If a third-party AI provider ceases service or changes its terms in a way that prevents us from offering a Feature, we may modify or remove that Feature without liability.

6.4 AI Output Disclaimer. AI output is probabilistic and may be inaccurate, incomplete, biased, offensive, misleading, or in violation of law. You are solely responsible for reviewing, editing, and verifying all AI output before using it in any communication, listing, contract, marketing material, financial calculation, or client-facing interaction. AI output is not legal, financial, tax, real estate, or professional advice. We make no representation or warranty regarding the accuracy, fitness, quality, or legality of any AI output.

6.5 AI Chat Widget and Other Visitor-Facing AI Features on Your Website.

(a) Platform-Configured Service. The AI Chat Widget is a managed Feature that WebGrowly designs, configures, prompts, and tunes centrally. Unlike Customer-driven Features, the Widget's conversational behavior — including model selection, base system prompt, persona design, safety guardrails, fair-housing safeguards, refusal patterns, and overall response style — is controlled by WebGrowly and is not configurable by Customer beyond the limited settings exposed in the admin panel (such as language, opening greeting, business information, and knowledge-base content). The Widget includes platform-provided notices informing website visitors that they are interacting with an AI assistant and that its responses may be inaccurate. WebGrowly determines the form, wording, and placement of those notices, which are not configurable by Customer.

(b) Customer Inputs and Responsibilities. Customer is responsible for:

(i) the accuracy and lawfulness of the business information, listings, FAQ content, and other knowledge-base content Customer provides for the Widget to reference, and Customer's review of Platform Materials under Section 6.9;

(ii) the decision to deploy or disable the Widget on Customer's hosted website;

(iii) periodic review of Widget conversation logs available in the admin panel and prompt notification to WebGrowly at support@webgrowly.com of any output that appears to be discriminatory, offensive, factually fabricated, or otherwise problematic, so that WebGrowly may investigate and remediate;

(iv) ensuring that the platform-provided AI-assistant disclosure displayed by the Widget (described in subsection (a) above) is not disabled, removed, hidden, or obscured by Customer's site customizations, custom CSS, theme overrides, third-party scripts, or other modifications;

(v) obtaining any consents required from Customer's website visitors under applicable privacy, telemarketing, or consumer-protection law for Customer's own contact with them, and honoring opt-out requests.

(c) Platform Responsibility. WebGrowly is responsible for the design and operation of the Widget's conversational behavior under subsection (a). WebGrowly will use commercially reasonable efforts to maintain fair-housing safeguards, accuracy guardrails, and safety filters in the base system prompt and infrastructure, and to investigate and remediate problematic outputs reported under (b)(iii) on a timely basis. WebGrowly disclaims warranty as to the perfection or completeness of these safeguards consistent with Section 6.4 (AI Output Disclaimer) and Section 15 (Disclaimer of Warranties).

(d) Fair Housing. The Widget is subject to Section 6.9. Customer must not provide knowledge-base content, listings, custom instructions, or other inputs that, if reflected in Widget outputs, would indicate a preference, limitation, or discrimination prohibited by Fair Housing Laws (as defined in Section 9(a)), and must not request that WebGrowly weaken or override the Widget's fair-housing safeguards. Custom instructions are treated as style and local-knowledge guidance only and do not override those safeguards.

(e) Indemnification — Limited Carve-Out. Customer's indemnification obligation under Section 17 with respect to the Widget is limited to claims arising from: (i) Customer's knowledge-base content, listings, or other inputs; (ii) Customer's decision to deploy the Widget on Customer's hosted website; (iii) Customer's failure to display the AI-disclosure notice required by (b)(iv) or to obtain consents required by (b)(v); or (iv) Customer's failure to timely report problematic outputs under (b)(iii) once Customer was reasonably aware of them. Customer is not obligated to indemnify WebGrowly against claims arising solely from platform-layer design or behavior of the Widget under subsection (a) that Customer cannot configure, override, or reasonably foresee; such claims remain WebGrowly's responsibility under subsection (c).

(f) Other Visitor-Facing AI Features. Subsections (a) through (e) apply, with the necessary changes, to the AI property search (by text and voice), AI-generated listing insights and translations, and the other AI features that WebGrowly operates on Customer's hosted website.

6.6 SMS, Email, and Other Messages.

(a) Messages You Send. You are solely responsible for obtaining every consent required by law, including prior express written consent where required, from each recipient before using the AI Follow-Up Composer or any Feature to send SMS, MMS, or email messages that You initiate. You acknowledge that the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, imposes statutory damages of $500–$1,500 per unauthorized message, and the CAN-SPAM Act imposes separate requirements on commercial email. You agree to honor every opt-out request immediately. WebGrowly is not liable for any TCPA, CAN-SPAM, or similar violation arising from Your use of any Feature.

(b) Messages the Service Sends to You. You agree to receive automated text messages and emails from WebGrowly, at the phone number and email address You provide, for lead alerts, task and showing reminders, and account notices. Message and data rates may apply. You may turn these messages off in the Service's settings or reply STOP to any text message; for help, reply HELP or email support@webgrowly.com. Message frequency varies with account activity. Mobile carriers are not liable for delayed or undelivered messages. Before adding an additional recipient for lead alerts, You will obtain that person's agreement to receive lead alerts by text message and email.

(c) Messages the Service Sends on Your Behalf. Where You use a Feature that sends transactional messages on Your behalf, such as confirmations and reminders to showing attendees whose contact details You enter, the message identifies You and is sent through WebGrowly's messaging providers. You will enter only contact details that the person provided to You for that purpose and only for persons who have not asked You not to contact them. Recipients may opt out by replying STOP.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE INDEPENDENTLY VERIFIED YOUR COMPLIANCE WITH THE TCPA, CAN-SPAM, FLORIDA TELEPHONE SOLICITATION ACT, AND ANY OTHER APPLICABLE TELEMARKETING, SMS, OR EMAIL MARKETING LAW BEFORE SENDING ANY MESSAGE THROUGH THE SERVICE, AND THAT YOU HAVE NOT RELIED ON ANY STATEMENT, REPRESENTATION, ASSURANCE, OR COMMUNICATION FROM WEBGROWLY (WHETHER ORAL, WRITTEN, IN MARKETING MATERIAL, OR IN THE PRODUCT INTERFACE) AS A SUBSTITUTE FOR INDEPENDENT LEGAL ADVICE OR INDEPENDENT VERIFICATION OF YOUR COMPLIANCE OBLIGATIONS.

6.7 Voice Features. When You use the Voice Notes Feature, or a website visitor uses voice search, audio is transmitted to a third-party speech-to-text provider for transcription. WebGrowly does not store the audio after the transcript is returned, and the provider processes it under the terms described in the Privacy Policy. We do not create or store voiceprints or biometric identifiers. You are responsible for obtaining consent from any third party whose voice or identifying information You record; Florida law generally requires the consent of all parties to record a conversation.

6.8 Ownership of AI Output. Subject to third-party rights in the underlying AI model and its training data, output generated by AI Features from Customer's inputs becomes part of Customer's Content once Customer saves, publishes, transmits, or otherwise uses it. WebGrowly does not claim ownership of AI output. Customer is solely responsible for reviewing AI output and verifying that it does not infringe any third-party copyright, trademark, publicity right, or other right before using it in any communication, listing, marketing material, or client-facing interaction.

6.9 Platform Materials and Fair-Housing Safeguards.

(a) Platform Materials. WebGrowly designs, writes, and operates standard materials for every hosted website, including the templates and components; the standard privacy notice, terms of use, cookie notice, accessibility statement, fair housing statement, and the consent and disclosure texts on forms, in the lead portal, and in the AI Chat Widget; standard neighborhood, area, and guide content; the AI search, AI chat, listing insight, area comparison, calculator, translation, and Property Passport features; the MLS display disclaimers; and automated messages sent by the Service (together, "Platform Materials"). Customer may change Platform Materials only through the settings WebGrowly provides. WebGrowly may update Platform Materials at any time, including to reflect changes in law or in the Service.

(b) Fair-Housing Design. WebGrowly designs Platform Materials to describe properties and places, and not to characterize the residents of any area by a characteristic protected by Fair Housing Laws, and applies commercially reasonable fair-housing safeguards, which may include editorial review, automated vocabulary checks, and AI guardrails. Area data displayed by the Service is drawn from public and third-party sources, is presented in the same manner for every area, and is not a recommendation of any area for any person. AI search and chat features are designed not to apply a characteristic protected by Fair Housing Laws (as defined in Section 9(a)) as a search criterion; the remainder of the request is processed normally, and the visitor is told in neutral terms that part of the request was not used. To support consistent treatment and quality review, WebGrowly may keep a record of those events that does not include IP addresses or device identifiers and is not linked to the visitor's account or contact record.

(c) Responsibility. As between the parties, WebGrowly is responsible for the design and platform-level behavior of Platform Materials in the form WebGrowly supplies them. Customer is responsible for (i) the accuracy of the facts Customer supplies, including name, license, brokerage, memberships, designations, performance statements, service areas, reviews, and other content; (ii) any approval Customer's broker requires for the website and advertising; (iii) Customer's own calls, texts, emails, and other contact with consumers; and (iv) Customer's practices outside the Service.

(d) Review and Reporting. Before launch, Customer will review the Platform Materials displayed on Customer's hosted website and confirm any performance figure, membership mark, or professional designation displayed there, and will tell WebGrowly to remove any that does not apply to Customer. Customer will promptly notify WebGrowly at support@webgrowly.com of any content Customer believes is inaccurate or does not meet Fair Housing Laws, and WebGrowly will review it and, where appropriate, correct it.

(e) Limits. Safeguards reduce, but cannot eliminate, the possibility of an inappropriate output, and Section 6.4 applies. Customer may add or edit content only in ways consistent with this Section and Section 9(a), and may not request that WebGrowly disable or weaken a fair-housing safeguard.

(f) Indemnity. Customer's obligations under Section 17 do not extend to claims to the extent they arise from Platform Materials in the form WebGrowly supplied them or from the design of the safeguards described in this Section, except to the extent a claim arises from Customer's edits, inputs, instructions, selection, or use of such materials, from facts Customer supplied, or from Customer's failure to give notice under subsection (d) after Customer became aware of the issue.

6.10 Informational Features. Property Passport reports, neighborhood and area-comparison data, home-value estimates, market statistics, calculators, and similar informational Features are compiled from public records and third-party sources, may be incomplete, outdated, or inaccurate, and are provided for general information only. They are not an appraisal, appraisal report, or broker price opinion; not a survey, title search, title commitment, or property inspection; and not legal, tax, financial, insurance, or lending advice. Customer will not present information from these Features as an appraisal or as a guaranteed value, and will encourage clients to verify important information independently.

6.11 AI Assistant Actions. Where an AI-powered Feature can take actions in the Service at Your request, such as creating, changing, or deleting records, recording payments, or changing settings, it acts on Your instructions and on Your behalf. Actions that the Service presents for confirmation run only after You confirm them. You are responsible for reviewing and confirming those actions and for their results, as for actions You take directly in the Service. Any option to undo an action is a convenience that may be limited in time or scope and does not guarantee that an action can be reversed. Section 6.4 applies to information that the AI-powered Feature shows or drafts.

6.12 Radar and Follow-Up Suggestions. The Service may show You suggestions about which of Your contacts to reach and when, based on how they use Your website, Your client portal, and Your records in the Service ("Radar"). Radar suggestions, draft messages, and time or permission reminders are informational only and are not legal advice. You decide whether and how to contact anyone; You send every message Yourself from Your own devices and accounts; and You are responsible for complying with the laws that apply to Your calls, texts, and emails, including consent, do-not-call, and quiet-hour rules. WebGrowly processes website activity on Your behalf as Your service provider and as described in the privacy policy published on Your website. Texts that the Service sends to Your own phone about Radar are sent only after You turn them on and agree to the terms shown at that time; replying STOP stops them.

Subject to Your continuing compliance with these Terms and payment of the License Fee, WebGrowly grants You a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for Your internal business as a single, individual Florida-licensed real estate professional. The Service does not support brokerage accounts, team accounts, enterprise accounts, shared accounts, or multi-agent configurations, and no right is granted under this license to invite or authorize any additional person to access Your account.

The license continues in duration for as long as (i) the Service continues to be offered by WebGrowly, and (ii) You are in compliance with these Terms. Termination or suspension for breach ends the license. If WebGrowly discontinues the Service entirely, Section 14.4 governs.

7.1 Additional Agents. If more than one real estate professional within the same team, partnership, or brokerage wishes to use the Service, each individual must purchase a separate License Fee and maintain a separate customer account. WebGrowly does not offer team, brokerage, enterprise, or multi-seat licensing, and will not apply volume discounts, consolidated billing, or shared-account configurations for group purchases.

8.1 Your Content. "Your Content" means any data, text, images, voice, prompts, CRM records, lead information, property listings, logos, branding, or other materials You submit to the Service.

8.2 Ownership. You retain all right, title, and interest in Your Content. We do not claim ownership of Your Content.

8.3 License to Us. You grant WebGrowly a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, modify (solely for formatting and rendering purposes), and create derivative works from Your Content solely as necessary to operate, secure, maintain, and improve the Service, provide support, prevent abuse, and comply with law. This license ends when Your Content is deleted from the Service, except for copies retained in backups until they are overwritten and records retained under Section 14.3(d), in each case as described in our Privacy Policy.

8.4 Your Responsibility. You represent and warrant that You have all rights, consents, and authorizations necessary to submit Your Content to the Service and to grant the license above. You are solely responsible for the accuracy, legality, and appropriateness of Your Content, including consent from any identified individual.

8.5 End-User Data. When You or Your users submit personal information about third parties (homebuyers, sellers, tenants, website visitors, or anyone else) to the Service, You are the controller of that data and WebGrowly is a processor. Your obligations for that data are governed by the Data Processing Addendum, which is incorporated by reference and forms part of these Terms.

8.6 Marketing Reference Rights. WebGrowly may publicly reference Customer's business name, brokerage affiliation, logo, professional photograph, case-study details, or any other identifying information about Customer in WebGrowly's marketing materials, website, sales collateral, investor communications, or other public-facing materials only with Customer's prior, specific, written or in-product consent. Such consent, where granted, is limited to the specific use case for which it is given and may be revoked at any time by email to legal@webgrowly.com, in which case WebGrowly will remove such references from materials going forward within thirty (30) days; existing printed, archived, or already-distributed materials may remain unchanged. This Section does not authorize WebGrowly to use End-User Data (as defined in the Data Processing Addendum) for any marketing purpose.

8.7 Data Portability During Active Use. Customer may, at any time during the term and not only upon termination, request an export of Customer's structured data (including leads, properties, transactions, and invoices) through export tools provided in the admin panel or by written request to support@webgrowly.com. WebGrowly will respond within a commercially reasonable time, typically within ten (10) business days, in a commercially reasonable format (such as CSV or JSON). This right is in addition to, and does not replace, the post-termination export rights in Section 14.3(c).

8.8 Aggregated and Usage Data. WebGrowly may collect and use information about the operation, use, and performance of the Service, and may create aggregated or de-identified information from Your Content and End-User Data as permitted by Section 2.3 of the DPA, to operate, secure, and improve the Service, during and after the term. Such information does not identify You, any end user, or any other individual, and WebGrowly owns it.

You agree to use the Service only in compliance with all applicable laws and professional obligations, including but not limited to:

(a) Fair housing. The federal Fair Housing Act (42 U.S.C. § 3601 et seq.), the Florida Fair Housing Act (Fla. Stat. §§ 760.20–760.37), and the fair housing and human rights ordinances of each county and municipality in which You do business, including, as applicable, Chapter 11A of the Code of Miami-Dade County, Chapter 16½ of the Broward County Code, and the Palm Beach County Fair Housing Ordinance (together, "Fair Housing Laws"), and, if You are a REALTOR®, Article 10 of the NAR Code of Ethics. You shall not use any Feature (including AI-generated listing descriptions, email and SMS composers, the AI Chat Widget, AI search, neighborhood and area content, lead scoring, and analytics) to make, print, or publish any notice, statement, or advertisement that indicates a preference, limitation, or discrimination based on a characteristic protected by Fair Housing Laws, to steer any person toward or away from any dwelling or area on such a basis, or to deny or vary professional service on such a basis. Protected characteristics include race, color, religion, sex, disability, familial status, and national origin under federal and Florida law and, under the county ordinances listed above, additional characteristics such as ancestry, age, pregnancy, marital status, sexual orientation, gender identity or expression, source of income, political affiliation, veteran or service member status, and status as a victim of domestic violence, dating violence, stalking, or human trafficking; the applicable law, as amended from time to time, controls. As the licensee responsible for advertising under Your name, You must review content published under Your name, including Platform Materials under Section 6.9, and You remain responsible for the equal and consistent treatment of every client and customer.

(b) Real Estate Settlement Procedures Act (RESPA) and Florida Real Estate Commission (FREC) advertising rules (Fla. Admin. Code 61J2 and Fla. Stat. Ch. 475). You are responsible for including all brokerage identification, license numbers, and other disclosures required in Your advertising and client communications, including those generated by AI Features.

(c) Telephone Consumer Protection Act (TCPA), Florida Telephone Solicitation Act (Fla. Stat. § 501.059), CAN-SPAM Act (15 U.S.C. § 7701 et seq.), and applicable SMS and email laws. See Section 6.6.

(d) Multiple Listing Service (MLS) and IDX licensing terms. If You ingest, display, or process MLS or IDX data through the Service, You are responsible for complying with all licensing terms imposed by Your MLS, including redistribution, caching, attribution, and update-frequency requirements.

(e) Privacy and consumer-protection laws applicable to the personal information of Your end-users, clients, and website visitors. WebGrowly provides, as Platform Materials, a standard privacy notice, terms of use, and cookie notice for Your hosted website describing how the Service processes personal information. You are responsible for any additional disclosures that Your own practices outside the Service require, and for obtaining all consents required by law for Your own contact with Your end-users.

(f) Third-party scraping. If You use Features that extract listing data from third-party sites (e.g., Smart Extract from MLS/Zillow/Redfin URLs), You are responsible for complying with those sites' terms of service and data-licensing rules.

(g) Truthfulness. You shall not use the Service to publish false, misleading, defamatory, or deceptive content about any property, person, or business.

(h) Website Accessibility.

(i) WebGrowly Efforts. WebGrowly designs, builds, and tests the Service's templates, themes, and components with the aim of conforming to the Web Content Accessibility Guidelines (WCAG) 2.2 Level AA, checks hosted websites periodically, and publishes an accessibility statement on each hosted website. WebGrowly will correct accessibility barriers in Platform Materials within a commercially reasonable time after identifying them or being notified of them. WebGrowly does not, however, warrant that the Service, any template, or Customer's resulting hosted website conforms to WCAG 2.2, the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, or any other specific accessibility standard.

(ii) Customer Responsibility. Customer is responsible for the accessibility of content Customer uploads, enters, or configures through the Service, including but not limited to image alt-text, document formats (PDFs, videos, audio), embedded third-party widgets, custom HTML, and text content.

(iii) Accessibility Claims. If either party receives a complaint, demand letter, lawsuit, or regulatory inquiry alleging that Customer's hosted website is not accessible, it will notify the other party within five (5) business days. WebGrowly will investigate at its own cost and correct barriers in Platform Materials; Customer will correct barriers in Customer's content. Each party bears its own defense costs. Neither party is obligated to indemnify the other for such a claim, except that Customer will indemnify WebGrowly under Section 17 to the extent the claim arises from content supplied by Customer.

(iv) WebGrowly OS Admin Application. WebGrowly OS, the password-protected administrative application accessed by Customer through app.webgrowly.com, is a business productivity tool intended for Customer's authenticated use as a sole-practitioner real estate professional. As an authenticated, single-customer business application, the admin application is not a place of public accommodation under Title III of the Americans with Disabilities Act, and the public-website accessibility framework set out in subsections (i)–(iii) does not apply to it. WebGrowly nonetheless makes commercially reasonable efforts to incorporate baseline accessibility patterns through its component library — such as keyboard navigation, focus management, ARIA attributes, semantic structure, and reduced-motion support. WebGrowly does not warrant that the admin application conforms to WCAG 2.2, the ADA, Section 508 of the Rehabilitation Act, or any other specific accessibility standard.

(v) Accommodation Requests. If Customer (or, where Section 2(f) applies, the Licensed User) requires an accommodation to access or use the admin application or any other component of the Service, Customer may request an accommodation by emailing accessibility@webgrowly.com with the subject line "Accessibility Accommodation". WebGrowly will use commercially reasonable efforts to acknowledge the request and to respond with a proposed accommodation or alternative workflow on a timely basis appropriate to the nature of the request. Reasonable accommodations that WebGrowly may offer include, without limitation: a guided walkthrough by WebGrowly personnel via voice or video call; an alternative configuration of the admin panel; modified workflows; provision of data export in a screen-reader-friendly format; or other commercially feasible accommodations. WebGrowly retains sole discretion to determine which accommodation is reasonable, feasible, and appropriate in light of the technical and operational constraints of the Service. Nothing in this subsection creates an enforceable right to a specific response time, a specific accommodation, or a particular outcome.

You acknowledge that WebGrowly is not a law firm, financial advisor, tax advisor, real estate broker, or compliance auditor. We do not monitor or review Your use of the Service for legal compliance.

Your use of the Service is governed by our Acceptable Use Policy ("AUP"), incorporated here by reference. Prohibited conduct includes, without limitation: reverse engineering, decompiling, or disassembling the Service; scraping or systematic extraction of Service data other than through permitted export tools; sharing or reselling access; using the Service to build or improve a competing product; attempting to bypass rate limits or security controls; uploading malware; or using the Service to engage in illegal activity.

Violation of the AUP may result in immediate suspension or termination without refund.

11.1 General. The Service integrates with, relies on, or links to third-party services, including hosting, database, AI, messaging, email, mapping, error-monitoring, sign-in, MLS data, app-store, and integration providers such as Vercel, Supabase, OpenAI, Resend, Twilio, Upstash, Sentry, Mapbox, Bridge Interactive, Google, Apple, and Zapier (each, a "Third-Party Service"). Third-Party Services are provided by independent providers under their own terms of service and privacy policies. WebGrowly is not responsible for the availability, accuracy, quality, or security of any Third-Party Service, and any interruption, error, or liability originating from a Third-Party Service is not attributable to us.

11.2 Notifications and Reminders. Notifications, reminders, and alerts delivered through the Service to Customer (including SMS, email, and in-app alerts regarding leads, tasks, appointments, deals, or system events) are provided on a best-effort basis and depend on third-party delivery infrastructure (including SMS carriers, email providers, and recipient device settings). Such notifications may be delayed, throttled, undelivered, or missed for reasons outside WebGrowly's control, including third-party provider outages (such as Twilio or Resend), carrier-level filtering, spam classification, recipient device offline status, network connectivity issues, or recipient mailbox/inbox configuration. Customer should not rely solely on Service notifications for time-critical business operations and is encouraged to maintain alternative tracking methods — including calendar reminders, phone alarms, or other independent means — for appointments, deadlines, follow-ups, and other matters that materially affect Customer's business. WebGrowly is not liable for any consequences arising from delayed, missed, or undelivered notifications, including (without limitation) missed appointments, lost client opportunities, or commission impacts; such outcomes are governed by Sections 15 and 16 of these Terms.

11.3 App Stores. If You obtain a WebGrowly OS application from the Apple App Store, Google Play, the Microsoft Store, or another app store, that app store's terms also apply to Your download and use of the application. The app store provider is not a party to these Terms and has no responsibility for the Service or its support.

WebGrowly retains all right, title, and interest, including all intellectual property rights, in and to the Service, the Features, our trademarks (including "WebGrowly"), our documentation, AI prompt templates, design templates, neighborhood content, calculator logic, and all modifications and derivative works (collectively, "Our IP"). Except for the license expressly granted in Section 7, nothing in these Terms transfers any right, title, or interest in Our IP to You.

If You provide feedback, suggestions, or ideas about the Service ("Feedback"), You grant WebGrowly a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that Feedback into the Service and WebGrowly's other products and services, without obligation, attribution, or compensation. WebGrowly is not required to use any Feedback.

We may suspend Your access to the Service immediately and without notice if we reasonably believe: (a) Your use violates these Terms, the AUP, or applicable law; (b) Your account poses a security risk to the Service or other users; (c) Your use is causing or likely to cause material harm to WebGrowly or any third party; or (d) suspension is required by law, court order, or legitimate government request.

WebGrowly will review each suspension periodically and, within a reasonable time, will either (i) restore access, (ii) provide Customer a written explanation of the continued suspension and the conditions for restoration, or (iii) convert the suspension into termination under Section 14.2. A suspension that continues for more than ninety (90) days without resolution is treated as termination under Section 14.3 for purposes of Customer's 30-day export window (which commences on day 91 of the suspension).

14.1 Termination by You. You may terminate Your account at any time by emailing support@webgrowly.com. Termination does not entitle You to a refund of the License Fee except within the fourteen (14)-day refund window in Section 5.3 or where Section 21.2 or Section 5.3 of the DPA expressly provides a pro-rated refund.

14.2 Termination by Us. We may terminate these Terms and Your account for: (i) material breach not cured within 14 days of written notice; (ii) non-curable material breach (including license lapse or revocation as referenced in Section 3.3); (iii) insolvency or bankruptcy-related events; or (iv) fraud, payment reversal or dispute, or unauthorized use.

14.3 Effect of Termination. Upon termination: (a) Your license to use the Service ends immediately; (b) we will initiate disconnection of Your custom domain from our infrastructure within 7 days (final DNS propagation depends on Your registrar and name-server configuration, which is outside our control); (c) You will have thirty (30) days to export Customer's structured data (including leads, properties, transactions, and invoices) through export tools provided in the admin panel or, where such tools are not available, by written request to support@webgrowly.com, in which case WebGrowly will provide the data in a commercially reasonable format (such as CSV or JSON) within the export window; (d) after the export period ends, we will delete or de-identify Your Content within a commercially reasonable time as described in our Privacy Policy and, for End-User Data, Section 8 of the DPA, subject to the exceptions described there; (e) any provisions that by their nature survive termination (including Sections 4.1, 5, 6.4, 6.5(e), 6.8, 6.9(f), 6.10, 8.3, 8.5, 8.6, 8.8, 9(h)(iii), 11, 12, 14.3, 15, 16, 17, 18, 19, 20, 22, 23, 25, and 26) survive.

14.4 Service Continuity and Discontinuation. WebGrowly is committed to providing the Service to its Customers for the duration of WebGrowly's operations. WebGrowly does not, however, warrant or guarantee that the Service will be available indefinitely, and Customer acknowledges that the License Fee purchases a license to use the Service for as long as WebGrowly continues to offer it, on the terms set out in this Section.

If WebGrowly determines that it must permanently discontinue the Service, WebGrowly will, where practicable, take the following steps to support Customers in transitioning to alternative services:

(a) Notice. Provide at least ninety (90) days' prior written notice of the planned discontinuation date to active Customers via the email address associated with their account.

(b) Data Export. Keep the data export described in Section 14.3(c), through the admin-panel export tools or by written request to support@webgrowly.com, available for at least sixty (60) days following the discontinuation notice, so that Customer can retrieve Customer's structured data (including leads, properties, transactions, and invoices) in commercially reasonable formats (such as CSV or JSON).

(c) Migration Assistance. Provide commercially reasonable migration assistance during the transition period, including documentation, data export support via support@webgrowly.com, and where reasonably feasible, recommendations for alternative real-estate technology services to which Customer's data may be transferred.

(d) Website Source Code Transfer. Upon discontinuation, WebGrowly will deliver, no later than the effective date of discontinuation, to each Customer whose Service Activation Date (as defined in §5.3(b)) is at least ninety (90) days prior to the effective date of discontinuation the source code, configuration files, and Customer-authored content comprising Customer's hosted public-facing website (the "Website Bundle"), in a self-hostable format suitable for deployment on a third-party hosting provider of Customer's choice. The Website Bundle is provided "as-is," without warranty of any kind (including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement), on a one-time basis. The Website Bundle does not include, and Customer acknowledges that WebGrowly has no obligation to transfer: (i) source code, configuration, or any portion of the WebGrowly OS administrative platform, CRM, AI tooling, backend infrastructure, or related systems, all of which remain WebGrowly's exclusive intellectual property; (ii) third-party licensed assets that WebGrowly does not have the right to sublicense (including but not limited to stock photography or video, font licenses, third-party plugin or library code, premium icon sets, or proprietary template designs licensed to WebGrowly only for use within the Service); or (iii) any AI Feature, integration, or hosted backend functionality that depends on WebGrowly's continuing operations or third-party API access. Where the Website Bundle as transferred contains references to assets falling under category (ii), Customer is responsible for obtaining replacement licenses or substitute assets prior to redeploying the Website Bundle. WebGrowly's obligation under this subsection (d) is excused only where: (1) the discontinuation qualifies as an emergency discontinuation as defined in the paragraph immediately following subsection (e) below; (2) Customer's account has been suspended or terminated for material breach of these Terms prior to the discontinuation notice; or (3) WebGrowly is legally prohibited from making the transfer by court order, regulatory action, or operation of law.

(e) Goodwill Considerations. Where discontinuation occurs due to circumstances within WebGrowly's reasonable control (and not as a result of force majeure, insolvency, regulatory action, or other operational impossibility), WebGrowly may, in its sole and absolute discretion, offer affected Customers either a partial credit toward a successor or partner real-estate technology service (where such partner is willing to honor the credit) or a goodwill payment based on WebGrowly's then-current financial position. Any such credit or payment is offered on a discretionary basis only, does not establish a contractual entitlement, and does not establish a precedent applicable to any other Customer or future event.

In the event of an emergency discontinuation (including but not limited to insolvency, force majeure, regulatory action, or other circumstances making continued operation impossible or commercially impracticable), the ninety (90)-day notice and sixty (60)-day export window may be shortened to the maximum periods reasonably feasible under the circumstances, and the Website Bundle delivery in subsection (d) and goodwill consideration in subsection (e) may not be available.

The actions set out in this Section 14.4 are Customer's sole and exclusive remedy in the event of discontinuation. Customer is not entitled to any cash refund, credit, or other compensation for the License Fee upon discontinuation as a matter of contractual right, except as expressly provided in subsection (e) above to the extent WebGrowly elects to exercise its discretion thereunder.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, WEBGROWLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WEBGROWLY DOES NOT WARRANT THAT: (a) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) AI OUTPUT WILL BE ACCURATE, COMPLETE, APPROPRIATE, OR LAWFUL; (c) FINANCIAL CALCULATORS OR DEAL ANALYSIS WILL BE ACCURATE OR CONSTITUTE FINANCIAL ADVICE; (d) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; OR (e) ANY DATA WILL BE PRESERVED WITHOUT LOSS.

YOU ACKNOWLEDGE THAT YOU RELY ON YOUR OWN PROFESSIONAL JUDGMENT AND INDEPENDENT VERIFICATION IN ALL DEALINGS WITH CLIENTS AND PROSPECTS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

(a) NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL WEBGROWLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS; LOST REVENUE; LOST BUSINESS; LOST OPPORTUNITIES; LOST CLIENTS; LOSS OF DATA; OR REPUTATIONAL HARM, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY.

(b) LIABILITY CAP. THE TOTAL AGGREGATE LIABILITY OF WEBGROWLY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (i) THE TOTAL LICENSE FEE ACTUALLY PAID BY YOU TO WEBGROWLY FOR THE SERVICE, OR (ii) ONE HUNDRED US DOLLARS ($100).

(c) ESSENTIAL BASIS. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT WEBGROWLY WOULD NOT OFFER THE SERVICE AT THE STATED LICENSE FEE WITHOUT THEM.

Some jurisdictions do not allow certain limitations; those limitations apply to You only to the extent permitted by law.

You agree to defend, indemnify, and hold harmless WebGrowly, its officers, members, employees, and agents from and against all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or related to:

(a) Your Content or any action taken with Your Content by You; (b) Your use of the Service, including any AI output, Chat Widget operation, SMS or email sent via the Service, or listing content You publish; (c) Your violation of these Terms, the AUP, the DPA, or applicable law, including the Fair Housing Act, TCPA, CAN-SPAM, FREC rules, MLS license terms, and privacy laws; (d) Any claim by Your end-users, clients, website visitors, or any other person that their personal information was collected, used, or disclosed in connection with Your use of the Service in violation of law, these Terms, or the DPA; (e) Your domain, DNS configuration, or actions by Your registrar; (f) Any third-party claim that Your Content infringes intellectual property or privacy rights.

WebGrowly will notify You of any claim for which it seeks indemnification; a delay in notice relieves You of Your obligations only to the extent the delay materially prejudices Your defense. WebGrowly may either tender the defense to You, in which case You will use counsel reasonably acceptable to WebGrowly and WebGrowly will cooperate reasonably at Your expense, or assume the exclusive defense and control of the claim, in which case You will cooperate with WebGrowly and Your obligations under this Section continue to apply. You may not settle any claim in a way that imposes obligations on WebGrowly, or admits fault on WebGrowly's behalf, without our prior written consent.

Customer's obligations under this Section 17 are not subject to the limitation of liability in Section 16(b) and shall apply regardless of whether the underlying claim arises in contract, tort, statute, or otherwise. Specific carve-outs to the indemnification obligation under this Section are set out in Section 4.1, Section 6.5(e) (AI Chat Widget and Other Visitor-Facing AI Features), Section 6.9(f) (Platform Materials), and Section 9(h)(iii) (Accessibility Claims). Customer's obligations under this Section do not extend to claims to the extent they arise from WebGrowly's own breach of these Terms, negligence, or willful misconduct.

Neither party is liable for any failure or delay in performance (other than an obligation to pay money) caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, pandemic, government action, labor disputes, telecommunications or internet outages, cyberattacks, or failures or outages of Third-Party Services (including OpenAI, Vercel, Supabase, Resend, Twilio, Upstash, Sentry, Mapbox, or any cloud provider). During any such event, the affected party's obligations under these Terms are suspended to the extent affected.

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Notice and Good-Faith Resolution. Before starting an arbitration or a lawsuit (other than a small-claims action or a request for urgent injunctive relief under Section 19.5(b)), a party will send the other a written notice describing the claim and the relief sought. Notices to WebGrowly go to the address in Section 22.2. The parties will try in good faith to resolve the Dispute for thirty (30) days after the notice is received, and any limitation period is tolled during that time.

19.1 Agreement to Arbitrate. You and WebGrowly agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between You and WebGrowly (each, a "Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.

19.2 Seat and Venue. The seat and place of arbitration is Miami-Dade County, Florida. The arbitration will be conducted in English, by a single arbitrator. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

19.3 Class-Action Waiver. You and WebGrowly waive any right to bring or participate in a class action, collective action, mass action, or representative proceeding. The arbitrator may award relief only on an individual basis and may not consolidate claims or preside over any class, collective, or representative proceeding. If this waiver is found unenforceable, the underlying dispute must be litigated in court rather than arbitration, but the remainder of this Section 19 survives.

19.4 Opt-Out. You may opt out of this Section 19 by emailing legal@webgrowly.com with the subject "Arbitration Opt-Out" within thirty (30) days after the date You sign the Master Service Agreement, as shown in the electronic-signature record (or, for Customers who did not execute a Master Service Agreement, within thirty (30) days of account creation). Your opt-out must include Your full name, the email address used to execute the Master Service Agreement, and a clear statement that You wish to opt out. If You opt out, Section 20 (governing law, courts) applies to all Disputes.

19.5 Exceptions. Notwithstanding Section 19.1, either party may (a) bring an individual action in small-claims court for claims within its jurisdictional limit, (b) seek injunctive or equitable relief in a court of competent jurisdiction in Miami-Dade County, Florida, to protect intellectual property, confidentiality, or enforce the AUP, and (c) bring suit to collect unpaid fees or a refund due under these Terms.

19.6 Fees. Arbitration fees will be allocated as provided by the AAA Commercial Rules, except that for a claim of US $10,000 or less brought by Customer, WebGrowly will pay the AAA filing and administrative fees to the extent they exceed the filing fee Customer would pay to file the claim in the County Court of Miami-Dade County, Florida.

19.7 Severability. If any part of this Section 19 is held unenforceable (other than the class-action waiver, which is governed by Section 19.3), the remainder survives.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. For any Dispute not subject to arbitration under Section 19, the exclusive venue is the state and federal courts located in Miami-Dade County, Florida, and You consent to the personal jurisdiction of those courts.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND WEBGROWLY EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE THAT IS LITIGATED IN COURT.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21.1 Non-Material Changes. The parties acknowledge that the Service is expected to evolve over time and that the substantial majority of changes to the Service and these Terms are non-material. WebGrowly may make non-material changes to these Terms by email notice to the address associated with Your account and by updating the "Last Updated" date. Continued use of the Service thirty (30) days after such notice constitutes acceptance of the non-material changes. Without limitation, the following changes are deemed non-material and may be made at any time without affirmative acceptance:

(a) Clarifications, typographical corrections, formatting changes, and contact-information updates;

(b) Addition of new Features, tools, integrations, or modules to the Service, including features that supplement, extend, or modify existing core Features;

(c) Technical, performance, infrastructure, or user-interface improvements;

(d) Bug fixes, security updates, and operational improvements;

(e) Updates to pricing, packaging, or terms applicable to NEW customer accounts purchased after the effective date of the change, without affecting the License Fee or terms of any existing customer;

(f) Subprocessor list changes governed by DPA §5.3;

(g) Modification, replacement, or removal of any Feature, integration, or module other than the core Service categories enumerated in §21.2(e) below.

21.2 Material Changes. Only the following changes are deemed "material" and require Customer's affirmative acceptance via electronic signature (DocuSign or equivalent):

(a) Reduction of the liability cap in Section 16(b);

(b) Introduction or material modification of the arbitration clause, class-action waiver, or governing-law and venue provisions in Sections 19 and 20;

(c) Material expansion of WebGrowly's permitted use of End-User Data beyond the scope set out in the Data Processing Addendum (subprocessor list updates remain governed by DPA §5.3);

(d) Removal of, or material reduction in, Customer's rights expressly granted in these Terms, including the refund right in §5.3, the data export right in §14.3(c), the Website Source Code Transfer right in §14.4(d), the marketing-consent requirement in §8.6, or the introduction of new mandatory fees applicable to existing Customers that were not contemplated at the time of Customer's purchase;

(e) Discontinuation or material reduction of any of the following core Service categories that, at the time of Customer's purchase, were a material basis of Customer's purchase decision: (i) the hosted real estate website at Customer's custom domain; (ii) the CRM suite and lead pipeline described in Section 1(b); (iii) AI Features collectively (the addition, modification, replacement, or removal of any specific AI tool while preserving overall AI capability is non-material under §21.1(b) and (g) and does not trigger this subsection); (iv) the Service's messaging features taken collectively, including lead alerts and the AI chat assistant (the addition, modification, replacement, or removal of a specific channel or tool while preserving overall messaging capability is non-material under §21.1(b) and (g) and does not trigger this subsection); or (v) the built-in IDX property search described in Section 4.2 (a suspension under Section 4.2(f) is not a discontinuation or reduction under this subsection).

Customer's continued use of the Service does not constitute acceptance of material changes absent such affirmative acceptance.

If Customer declines to execute the amended Terms within sixty (60) days of delivery of the proposed amendment, Customer may elect either:

(1) terminate these Terms and receive a pro-rated refund equal to the License Fee actually paid by Customer, multiplied by the number of whole months remaining in the twelve (12)-month period that began on the date Customer paid the License Fee, and divided by twelve (12), counting any partially elapsed month as elapsed; no refund is payable after that twelve (12)-month period ends. This refund is Customer's sole and exclusive remedy for declining to execute the amended Terms under this option (1); or (2) continue using the Service under the unamended Terms until WebGrowly discontinues support of the unamended version, at which point Section 14.4 (which does not entitle Customer to a refund) applies.

21.3 Archive. Prior versions of these Terms are archived and available on request to legal@webgrowly.com. The Effective Date of each version is preserved.

22.1 Notices to Customer. Notices to You will be sent to the primary email address associated with Your account in the Service. If no such address has been established, notices will be sent to the email address used to execute the Master Service Agreement (as reflected on the DocuSign Certificate of Completion or equivalent electronic-signature record). Notices are effective upon sending. Customer is solely responsible for keeping the primary account email current and for monitoring that inbox.

22.2 Notices to WebGrowly. Where these Terms name a specific address for a request (such as Sections 3.2, 5.3, 14.1, and 19.4), a request sent to that address is effective. All other notices to WebGrowly must be in writing and sent to legal@webgrowly.com with a copy to:

WebGrowly LLC Attn: Legal 407 Lincoln Rd, Ste 6H, PMB 529 Miami Beach, FL 33139, United States

23.1 Entire Agreement and Order of Precedence. The Master Service Agreement executed by Customer (if any) and its schedules, these Terms, the Data Processing Addendum ("DPA"), the Acceptable Use Policy ("AUP"), and the DMCA Policy constitute the entire agreement between You and WebGrowly regarding the Service and supersede all prior agreements, understandings, and representations. The Privacy Policy and the Accessibility Statement describe WebGrowly's practices and are provided for information. They are not a source of contractual obligations of either party, except to the extent that a provision of the Master Service Agreement, these Terms, or the DPA expressly adopts a specific statement in them as part of that provision. A general reference to either document, including a statement that it is incorporated by reference, does not by itself make it a term of the agreement.

In the event of any conflict or inconsistency among these documents, the following order of precedence applies, from highest to lowest:

(i) the Master Service Agreement and its schedules; (ii) the DPA, but only with respect to the processing of End-User Data; (iii) these Terms, for all other matters; (iv) the AUP, for permitted use and acceptable conduct; (v) the DMCA Policy, for copyright notices; on the procedure for notices, counter-notices, and repeat infringers, the DMCA Policy controls over Section 25 of these Terms.

Where a matter is addressed only in one document, that document governs without reference to this order.

Customer enters into the agreement for business purposes. Customer's purchase is not contingent on the delivery of any future functionality or feature, and Customer has not relied on any statement, description, estimate, or demonstration that is not set out in the documents listed in this Section, including statements on WebGrowly's websites, by its AI concierge, in advertising, or in sales conversations.

23.2 No Waiver. Failure or delay in enforcing any provision is not a waiver of that provision. A waiver is effective only if it is in writing and signed by the waiving party.

23.3 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force. This Section does not apply to the class-action waiver, which is governed by Section 19.3.

23.4 Assignment. You may not assign or transfer these Terms, or any right under them, without our prior written consent, and any attempted assignment or transfer without that consent is void. We may assign these Terms without Your consent to an affiliate or to a successor in a merger, acquisition, reorganization, or asset sale. These Terms bind and benefit the parties and their permitted successors and assigns.

23.5 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship.

23.6 No Third-Party Beneficiaries. These Terms do not create any third-party-beneficiary rights.

23.7 Construction. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." These Terms will not be construed against either party as the drafter.

23.8 Export. You represent that You are not on any U.S. government restricted-party list and will not use the Service in violation of U.S. export laws.

23.9 U.S. Federal Government End Users. The Service is a "commercial product" and "commercial service" as those terms are defined in the Federal Acquisition Regulation. Government end users receive only those rights in the Service described in these Terms.

23.10 Language and Authoritative Version. These Terms and the other documents listed in Section 23.1 are written in English, and the English text controls. The authoritative text of each of these documents is the version posted at realty.webgrowly.com/legal that applies to Customer under Section 21 and any Master Service Agreement. A sign-in, account-creation, or similar acknowledgment in the Service refers to that text and does not amend or replace a Master Service Agreement. Any translation, and any copy displayed at another address, is provided for convenience only and does not control where it differs.

23.11 Electronic Signatures and Records. The parties agree that these Terms and any Master Service Agreement may be accepted and signed electronically, and that electronic signatures and records have the same effect as handwritten signatures and paper records under the federal Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act (Fla. Stat. § 668.50).

23.12 Confidentiality. Non-public information that WebGrowly discloses to You about the Service, including non-public features, security information, and the pricing and other terms of Your Master Service Agreement, is confidential. You will use it only to use the Service and will not disclose it, except to Your legal, tax, and financial advisors who are bound to keep it confidential, or as required by law. This Section does not cover information that is or becomes public through no fault of Yours, and it does not restrict You from making truthful statements in a review of the Service or from reporting to a government authority.

For questions about these Terms, contact:

WebGrowly LLC Attn: Legal 407 Lincoln Rd, Ste 6H, PMB 529 Miami Beach, FL 33139, United States Email: legal@webgrowly.com

WebGrowly respects the intellectual property rights of others and operates the Service consistent with the Digital Millennium Copyright Act, 17 U.S.C. § 512 ("DMCA"). If You believe material accessible through the Service, including material uploaded or published by a Customer to a Customer-hosted website, infringes a copyright You own or are authorized to act on behalf of, You may submit a notice of claimed infringement to WebGrowly's designated DMCA agent.

25.1 Designated DMCA Agent.

WebGrowly LLC Attn: DMCA Agent 407 Lincoln Rd, Ste 6H, PMB 529 Miami Beach, FL 33139, United States Telephone: +1 (305) 510-8082 Email: dmca@webgrowly.com

WebGrowly's designation of an agent to receive notifications of claimed infringement is on file with the U.S. Copyright Office and available through the public directory at https://dmca.copyright.gov/osp/.

25.2 Notice Requirements. To be effective under 17 U.S.C. § 512(c)(3), a notice of claimed infringement must include: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material and information reasonably sufficient to permit WebGrowly to locate it; (d) contact information for the notifying party; (e) a statement that the notifying party has a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that the notifying party is authorized to act.

25.3 Response. Upon receipt of a compliant notice, WebGrowly will promptly remove or disable access to the allegedly infringing material and notify the Customer who uploaded it. Customer may submit a counter-notice under 17 U.S.C. § 512(g). WebGrowly will, in appropriate circumstances and in its sole discretion, terminate the accounts of users who are repeat infringers in accordance with Section 14.2.

25.4 Misrepresentations. Any person who knowingly materially misrepresents that material is infringing, or that material was removed by mistake or misidentification, may be liable for damages under 17 U.S.C. § 512(f).

If You believe You have discovered a security vulnerability in the Service, please report it to security@webgrowly.com with the subject line "Security Report". WebGrowly will use commercially reasonable efforts to acknowledge receipt promptly and will investigate.

WebGrowly will not pursue legal action against security researchers who:

(a) report vulnerabilities in good faith; (b) do not exploit discovered vulnerabilities beyond what is reasonably necessary to demonstrate them; (c) do not publicly disclose vulnerabilities before WebGrowly has had a reasonable opportunity to remediate (typically ninety (90) days from the date of WebGrowly's acknowledgment, extended by mutual agreement where remediation requires additional time); (d) do not access, modify, exfiltrate, or retain data belonging to any Customer, end user, or third party beyond the minimum required to demonstrate the vulnerability; (e) do not use automated scanning tools that degrade Service availability for other users; and (f) do not engage in social engineering of WebGrowly personnel or Customers.

This Section does not waive WebGrowly's rights under applicable computer-fraud, intellectual-property, or contract law against persons who exceed the scope of this good-faith disclosure framework.

By executing a Master Service Agreement incorporating these Terms (including via DocuSign or other electronic signature), clicking "I Agree," creating an account, or using the Service, You acknowledge that You have read, understood, and agree to these Terms and the other documents listed in Section 23.1, and that You have read the Privacy Policy. See Section 3.1 for acceptance via Master Service Agreement.