Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between you and Estate Key LLC ("Estate Key," "we," "us," or "our") and govern your access to and use of the Estate Key platform, websites, applications, and related services (collectively, the "Service"). By accessing or using the Service, creating an account, or clicking to accept these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of a company or other legal entity (for example, as a real estate brokerage), you represent that you have authority to bind that entity to these Terms, in which case "you" refers to that entity. We may revise these Terms from time to time as described in the "Changes to These Terms" section below, and your continued use of the Service after revised Terms take effect constitutes your acceptance of them.

2. Eligibility and Accounts

To use the Service, you must be at least eighteen (18) years old and able to form a legally binding contract, and you must not be barred from using the Service under any applicable law. By using the Service, you represent and warrant that you meet these requirements.

You must create an account and provide accurate, complete, and current information, and you agree to keep that information updated. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify Estate Key immediately of any unauthorized use of your account at support@estatekey.com.

Estate Key reserves the right to suspend or terminate accounts that violate these Terms, provide false information, or engage in activities that may harm the Service or other users.

3. Description of the Service

Estate Key is a digital concierge for homes that change hands. Licensed real estate agents admitted to the Estate Key network ("Key Holders") register the Service on a home around the time it is listed for sale, with the seller's authorization. The seller or the Key Holder then onboards the home by uploading documents and answering questions about it, creating the home's record (the "Home Record"). The listing may be marketed as concierge-ready, and when the home is sold, the digital concierge and the Home Record may transfer to the buyer at closing. The Service provides homeowners with assistance regarding home systems, appliances, warranties, maintenance, and document management, and includes AI-driven chat, voice input, document analysis, maintenance guidance, and the routing of homeowner-approved service requests to independent maintenance and repair providers.

We may modify, suspend, or discontinue any part of the Service at any time, with or without notice, and features may vary by plan or user role. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

4. License and Acceptable Use

Subject to these Terms, Estate Key grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose. You agree not to:

• Use the Service for any unlawful, fraudulent, or unauthorized purpose, or in violation of any applicable law or regulation;
• Access or attempt to access another user's account or data without authorization;
• Reverse engineer, decompile, scrape, or attempt to extract source code, data, or the underlying models of the Service, except to the extent permitted by applicable law;
• Upload or transmit malware, or otherwise interfere with or disrupt the integrity or performance of the Service;
• Use the Service to develop a competing product or to train, fine-tune, or benchmark any machine-learning model;
• Misrepresent your identity or affiliation, or upload content you do not have the right to share.

Estate Key may investigate and take appropriate action for any suspected violation, including suspending or terminating your access to the Service.

5. AI Disclaimer (No Professional Advice)

6. No Emergency Services

7. Key Holders, Sellers, and the Home Record

Key Holders are independent, licensed real estate professionals. They are not employees, agents, or representatives of Estate Key, and Estate Key is not a party to any real estate transaction, listing agreement, or brokerage relationship. A Key Holder's relationship with Estate Key, including any compensation for registration and onboarding services, is governed by a separate Key Holder agreement. Sellers, Key Holders, and homeowners who use the Service acknowledge and agree to the following:

• The seller of a home, and any Key Holder acting with the seller's authorization, are solely responsible for the accuracy, completeness, and currency of the documents, specifications, service history, and other information they upload or provide to create the Home Record.
• Estate Key does not verify, audit, endorse, or guarantee the accuracy of any Home Record or of any statement about a home made through the Service. The Home Record and the digital concierge's responses are not a seller's disclosure, an inspection report, or an appraisal, and do not replace the disclosures, inspections, and professional evaluations required or advisable in a real estate transaction.
• Key Holders agree to use information accessed through the Service only for the transaction and the homes on which they have registered the Service, and in compliance with applicable real estate licensing, disclosure, advertising, and privacy laws.
• Where a home's digital concierge is co-branded to a Key Holder, the Key Holder's name and brokerage are displayed as the person who introduced Estate Key to the home. Co-branding is a marketing courtesy and does not make the Key Holder responsible for the Service or make Estate Key responsible for the Key Holder's services.

Nothing in the Service constitutes real estate brokerage, legal, tax, lending, or insurance advice, and no decision to buy, sell, price, or insure a home should be made in reliance on the Service.

8. Independent Service Providers

When a matter is beyond reasonable troubleshooting, the digital concierge may send a service request, with a situation brief, to an independent maintenance and repair provider. The provider quotes the work to the homeowner, and no work proceeds without the homeowner's approval of that quotation. Estate Key does not employ, vet, endorse, certify, or guarantee any provider, and makes no representations or warranties regarding the qualifications, licensing, insurance, background, pricing, or quality of work of any provider. Any engagement with a provider through or arising from the Service is solely between you and that provider and is at your own risk, and you should independently verify credentials and obtain appropriate agreements before authorizing any work. Licensed providers perform the work and are responsible for it.

9. Warranty Disclaimer

10. Fees, Transfer at Closing, and Access

Registering the Service on a home is a paid service. The fee is due when the home is registered and, once the home is registered, is non-refundable, including if the home is withdrawn from the market or does not sell. A home that does not sell keeps its digital concierge and Home Record for the seller's continued use, subject to these Terms. Before an included period ends, Estate Key will notify the homeowner that it is ending, and the homeowner may then choose to continue using the Service by enrolling in a subscription at the then-current rate and providing payment details. Continued use is not automatic and is not billed until the homeowner enrolls. Once enrolled, a subscription renews on its billing cycle until cancelled, which you may do at any time; fees for partial billing periods are not refunded. We may change our fees on notice, and payments are processed by a third-party payment processor under its own terms.

When a registered home changes hands, the buyer may accept the digital concierge at closing. Upon acceptance, the Home Record becomes the new homeowner's, the seller's access ends, and the registering Key Holder's access is limited to account-level information: the home appears in the Key Holder's account as active and co-branded, but the contents of the Home Record are not visible to them. A transfer to a later owner is subject to a transfer fee, and the transferring owner acknowledges at that time that the Home Record passes to the new owner as described in our Privacy Policy. Estate Key may rely on the closing information provided by the seller, the buyer, or their Key Holders to effect a transfer and is not responsible for a transfer that does not occur because that information was not provided.

11. Intellectual Property

The Service, including its software, design, text, graphics, logos, the "Estate Key" name and marks, and all related intellectual property, is owned by Estate Key or its licensors and is protected by intellectual property and other laws. Except for the limited license expressly granted in these Terms, no right, title, or interest in or to the Service is transferred to you.

As between you and Estate Key, you retain ownership of the documents, information, and other content you submit to the Service ("User Content"). You grant Estate Key a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, display, and otherwise use User Content as necessary to operate, provide, secure, and improve the Service and as described in our Privacy Policy. That license includes keeping User Content in the Home Record, passing the Home Record to a later owner of the home when the home changes hands as described in Section 10, and sharing the portions of it needed to quote and perform a service request with the independent provider handling that request. You represent and warrant that you have all rights necessary to grant this license.

12. Your Content, Data, and Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information and home data. By using the Service, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy. You are responsible for the accuracy and lawfulness of the User Content you submit and for maintaining your own copies of important records.

13. Disclaimer of Warranties

14. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Estate Key or its members, managers, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, arising out of or relating to your use of or inability to use the Service, whether based in contract, tort, negligence, strict liability, or any other legal theory, and even if advised of the possibility of such damages. This includes, without limitation, damages arising from:

• Advice, estimates, or information provided by the digital concierge that is acted upon by any user;
• Property damage or personal injury resulting from actions taken or not taken based on AI recommendations or platform content;
• Delays, failures, or non-responses by any Key Holder, seller, service provider, or emergency-related coordination;
• Loss of, or unauthorized access to, data, or loss of revenue or business opportunities;
• The acts, omissions, or workmanship of any Key Holder, seller, maintenance or repair provider, or other third party;
• The accuracy of any Home Record, or any decision to buy, sell, price, insure, or improve a home made in reliance on the Service.

To the maximum extent permitted by applicable law, Estate Key's total aggregate liability for all claims arising out of or relating to these Terms or the Service shall not exceed the greater of (a) the total amount you paid to Estate Key in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100). Some jurisdictions do not allow certain limitations, so some of the above limitations may not apply to you.

15. Indemnification

You agree to defend, indemnify, and hold harmless Estate Key and its members, managers, officers, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: (i) your access to or use of the Service; (ii) your User Content; (iii) your violation of these Terms or any applicable law; (iv) for sellers and Key Holders, the accuracy of the information you provide about a home and your compliance with real estate licensing, disclosure, advertising, and consumer-protection laws; or (v) your violation of any rights of a third party. Estate Key reserves the right to assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense of such claim.

16. Term and Termination

These Terms remain in effect while you use the Service. Estate Key may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice, including if we believe you have violated these Terms. You may terminate your account at any time by contacting us at support@estatekey.com.

Upon termination, your right to use the Service will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership and intellectual property provisions, User Content licenses, warranty disclaimers, the disclaimer of warranties, limitations of liability, indemnification obligations, and the governing-law and dispute-resolution provisions.

17. Governing Law and Dispute Resolution

These Terms, and any dispute arising out of or relating to these Terms or the Service, shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not otherwise resolved shall be brought and resolved exclusively in the state or federal courts located in Maricopa County, Arizona, and you consent to the personal jurisdiction of, and venue in, those courts.

To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim arises; otherwise, the claim is permanently barred.

18. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice (such as through the Service or by email). Changes are effective when posted unless otherwise stated. Your continued use of the Service after the changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service.

19. Miscellaneous

These Terms, together with the Privacy Policy and any other terms referenced herein, constitute the entire agreement between you and Estate Key regarding the Service and supersede all prior or contemporaneous agreements. If any provision of these Terms is found to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Our failure to enforce any provision is not a waiver of that provision. You may not assign or transfer these Terms without our prior written consent, and any attempt to do so is void; Estate Key may assign these Terms without restriction. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and Estate Key. Section headings are for convenience only and have no legal effect.