Pro Realtify, a technology company, is committed to enhancing individuals’ decision-making capabilities by integrating machine and human intelligence. Our company offers unique AI technology products, backed by patents, that enable scalable text-based conversations with consumers. These products leverage natural language understanding, data, and personalization to engage consumers in the purchasing process before they engage with a sales representative.

In these Terms of Use, we will refer to Pro Realtify as “we,” “us,” “our,” or “Pro Realtify,” while “you,” “your,” or “user” will refer to individuals utilizing the Pro Realtify services. Our services encompass phone-based and text-based services (referred to as the “Pro Realtify mobile services”), as well as website and web app-based services (referred to as the “Pro Realtify web app”). Additionally, our services include various websites, applications, web applications, text messages, email notifications, and other mediums or components provided by Pro Realtify.

We reserve the right to modify these Terms of Use at any time without specific notice to users. The updated Terms of Use become effective immediately upon being posted on the Pro Realtify website, and it is your responsibility to periodically review the updated terms.

By utilizing the Pro Realtify services, you agree to be bound by these Terms of Use. If you are using the services on behalf of an organization, you agree to these Terms of Use on behalf of that organization, representing that you have the authority to bind the organization to these terms. If the organization has a separate agreement with Pro Realtify governing the use of the services, that agreement will take precedence.

By accessing and using the Pro Realtify services, whether as an individual or on behalf of an organization, you acknowledge that these Terms of Use are supported by reasonable and valuable consideration. This includes your ability to use, submit information to, or receive information from the Pro Realtify services. Furthermore, you confirm that you have the legal capacity to be bound by these agreements, and if you are acting on behalf of an entity, you have the authority to bind that entity to these agreements.

By utilizing the Pro Realtify services, you acknowledge and consent to the possibility of receiving phone calls and text messages from Pro Realtify, its affiliates, and its partners. You grant Pro Realtify and its Service Providers permission to contact you via phone or text message using the wireless phone number you provide or any future phone number you may provide. Please note that message and data rates may apply, and you agree that you may receive automated text messages or calls from an automated telephone dialing system, even if your phone number is registered on a Do-Not-Call registry. Your consent to receive text messages and calls is not a prerequisite for using the Pro Realtify services. If you prefer not to receive such calls or text messages, it is advisable not to use the Pro Realtify services or provide your contact information to Pro Realtify.

You agree to indemnify Pro Realtify’s Service Providers for any claims, expenses, and damages that may arise due to your failure to inform them of any changes to your wireless phone number, including claims arising under the Telephone Consumer Protection Act (TCPA). Promptly notifying the Service Providers about any phone number changes is your responsibility. While you can revoke your consent to receive calls by requesting placement on an internal Do Not Call list and stop text messages by responding with STOP, please be aware that this authorization cannot be revoked to the extent that action has already been taken in reliance on it.

In the event of a dispute between you and Pro Realtify, both parties agree to resolve the dispute through binding arbitration, waiving the right to have disputes decided by a judge or jury. You have the option to opt-out of this agreement to arbitrate. For further information, please refer to the Legal Disputes section below.

The Pro Realtify services are intended for adults and are not directed towards minors. Pro Realtify does not knowingly collect personally identifiable information from individuals under the age of 13, and you should refrain from providing any information regarding individuals under 13 years old. The Pro Realtify services are exclusively intended for use by citizens and residents of the United States and Canada.

We strongly advise you to thoroughly review these Terms as they constitute a binding legal commitment once accepted through your use of the Pro Realtify services. If you do not agree to these Terms, please refrain from using the Pro Realtify services.

Pro Realtify retains the right to modify the terms of service, and any updated terms will supersede previous versions. These revisions will take effect from the date indicated at the top of the revised terms, unless otherwise specified. In the event of significant changes to the terms of service, Pro Realtify will notify you through the Pro Realtify app, text message, or phone call. Non-material changes will be indicated by the effective date at the top of the terms of service page.

We recommend that you check the effective date of the terms of service each time you visit the Pro Realtify website or use the mobile app. Your continued use of the Pro Realtify services implies your acceptance of any changes, whether they are substantial or not. If you do not agree to the modifications, it is advised to discontinue using the Pro Realtify services.

To utilize the Pro Realtify services, you will need to provide your mobile phone number and consent to receiving voice calls and/or text messages, including those sent through automated calling technology, even if your number is listed on a Do-Not-Call registry. Additionally, Pro Realtify may request other personal information, such as your email address or physical address. It is your responsibility to provide accurate and complete information during the user onboarding process and keep it up to date.

Your right to access and use the Pro Realtify services is personal and non-transferable to any other individual or entity. You may only use the Pro Realtify services for lawful purposes and in compliance with these Terms and the Privacy Policy.

You are solely accountable for any use of the Pro Realtify services associated with your mobile phone number, including the accuracy and integrity of your User Data. Furthermore, you are responsible for the actions or omissions of individuals who have access to or use your mobile phone number, including end-users. You agree to take reasonable measures to prevent unauthorized access or use of the Pro Realtify services and promptly notify Pro Realtify of any unauthorized access or use. Pro Realtify will not be held liable for any loss or damage arising from unauthorized use of the Pro Realtify services via your mobile phone number. Additionally, you agree not to allow any individual under the age of 18 to use the Pro Realtify services through your mobile phone number.

Pro Realtify cannot guarantee the continuous availability of its services. While Pro Realtify will make efforts to ensure the services are available, there are no guarantees of their availability at any specific time.

By using Pro Realtify services, you must agree to abide by these terms of service. You are only permitted to use the services in accordance with these terms and only as necessary for your activities under these terms. Any violation of our terms and privacy policy, actions that restrict or hinder access, use, or enjoyment of the services, or any actions that defame, abuse, harass, offend, or threaten through the

services are strictly prohibited.

Any breach of these terms may result in the suspension or termination of your access to the Pro Realtify services. In addition, you are also subject to potential civil or criminal liability and penalties in accordance with applicable laws.

When utilizing Pro Realtify services, you may provide information that may be considered Confidential Information, as defined in the Privacy Policy. You are responsible for ensuring that any information you provide through the services does not violate any third-party rights or laws. You acknowledge and agree that Pro Realtify may use and disclose your data as necessary for various purposes related to the provision of its services, subject to the Privacy Policy and these terms of service. This includes providing services, addressing technical issues, protecting Pro Realtify and other users, responding to emergencies, or complying with the law.

Pro Realtify does not claim ownership of your information and materials that you provide through the services, but you grant Pro Realtify a worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish, and/or incorporate such information in any media, including content. In the case of federally trademarked or copyrighted information, you grant Pro Realtify and its assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish, and/or incorporate such information in any media, including Pro Realtify content.

You are not permitted to transmit, submit, or post any information that violates Pro Realtify’s or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights, violates any laws or regulations, is defamatory, obscene, explicit, vulgar, or harmful to Pro Realtify or third parties, contains viruses or malicious code that can harm or steal personal information, contains spam, is false or misleading, or constitutes a commercial advertisement or solicitation without Pro Realtify’s written consent. Pro Realtify reserves the right to edit, reject, or remove any transmissions, submissions, or postings that do not comply with these terms.

Your access and use of the Pro Realtify services are subject to the Privacy Policy, which outlines how your user data is collected, stored, and used by Pro Realtify. By using Pro Realtify services, you acknowledge and agree to the Privacy Policy. If you do not agree with the Privacy Policy, please cease using Pro Realtify services immediately. Pro Realtify may use or disclose your data for necessary purposes, such as providing services, addressing technical issues, protecting Pro Realtify or other users, responding to emergencies, or complying with the law.

In the course of using Pro Realtify services, you may interact with various third-party service providers, including but not limited to real estate brokers, real estate information services, and other companies within our network. It is important to understand that Pro Realtify does not endorse or recommend the products or services of any service provider, nor does it act as an agent or advisor to users or service providers. Pro Realtify does not verify or investigate the licensing, certification, or other qualifications of service providers. It is your responsibility to conduct your research and evaluation of service providers before engaging with them.

By using Pro Realtify services, you acknowledge and agree that service providers are solely responsible for the services they offer, and Pro Realtify cannot be held liable for any losses, costs, damages, or claims arising from your use of a service provider’s products or services. You are strongly advised to seek advice from financial advisors or other qualified professionals who are knowledgeable about your specific circumstances before making any financial decisions. Users acknowledge and agree that they rely on their judgment and the guidance of such advisors when selecting products or services provided by service providers.

Pro Realtify does not provide lending or other financial services and does not serve as a direct agent of any lending institution or service provider. Instead, Pro Realtify may connect users with service providers based on the information they provide. Pro Realtify does not make credit decisions or issue real estate or financial products. Users are not charged a fee by Pro Realtify for its services, although service providers may pay fees to be matched with users.

By using Pro Realtify’s services, you release Pro Realtify from any liability for losses, costs, damages, or claims arising from the use of a service provider’s products or services, including any fees charged by the service provider.

If you transmit, submit, or post information to Pro Realtify’s services that is not federally trademarked or copyrighted, you grant Pro Realtify and its assigns a worldwide, fully-paid, royalty-free, exclusive right and license to use, copy, format, adapt, publish, and/or incorporate such information in any media, including content. In the case of federally trademarked or copyrighted information, you grant Pro Realtify and its assigns the worldwide, fully-paid, royalty-free right to use, copy, format, adapt, publish, and/or incorporate such information in any media, including Pro Realtify content.

You are not allowed to transmit, submit, or post any information that violates Pro Realtify’s or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights, violates any laws or regulations, is defamatory, obscene, explicit, vulgar, or harmful to Pro Realtify or third parties, contains viruses or malicious code that can harm or steal personal information, contains spam, is false or misleading, or constitutes a commercial advertisement or solicitation without Pro Realtify’s written consent.

Pro Realtify reserves the right to edit, reject, or remove any transmissions, submissions, or postings that do not comply with these terms. You are solely responsible for all the information you transmit, submit, or post.

Pro Realtify explicitly disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, non-infringement, and fitness for a particular purpose. This disclaimer also applies to warranties related to third-party equipment, material, services, or software. Pro Realtify services are provided “as is” to the fullest extent permitted by law. If this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under such law.

Indemnification: Pro Realtify will not be responsible for any expenses, damages, costs, etc. arising from any claim made by you in connection with your use of our services. You agree to indemnify Pro Realtify against all claims relating to your use of the Pro Realtify services.

Pro Realtify shall not be liable or obligated in relation to any claims, demands, actions, suits, or discovery demands, including third-party subpoenas, government investigations, or enforcement actions (“Claims”), and any damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorney’s fees and costs) (“Losses”) arising from your use of the Pro Realtify services.

You will defend, indemnify, and hold Pro Realtify, its officers, directors, employees, members, shareholders, and affiliates (“Pro Realtify Indemnified Parties”) harmless from all Claims brought or threatened by a third party against any Pro Realtify Indemnified Party and any Losses related to such Claims, alleging or arising from your breach of these Terms or your use of the Pro Realtify services.

As a condition of your indemnification obligations: (a) Pro Realtify will promptly notify you of any Claim; however, the failure to provide such notice shall not release you from your obligations unless you are actually and materially prejudiced by the failure; (b) you will have the sole and exclusive authority to defend or settle any such Claim (subject

to obtaining Pro Realtify’s consent for any act or forbearance required by Pro Realtify, which consent will not be unreasonably withheld); and (c) Pro Realtify will reasonably cooperate with you in your activities under these Terms, at your expense. You reserve the right, at your own expense, to participate in the defense of a Claim. You will be responsible for paying all Losses related to a Claim after receiving notice of the Claim. Notwithstanding anything to the contrary, you will not settle any Claims for which you have an indemnification obligation by admitting liability or fault on behalf of Pro Realtify or creating any obligation on behalf of Pro Realtify without Pro Realtify’s prior written consent.

Limitation of Liability:

INDIRECT DAMAGES: Neither party shall be held responsible for any indirect, special, incidental, consequential, or punitive damages of any kind, including but not limited to damages for loss of reputation, lost profits, lost sales or business, work interruption, computer failure or malfunction, lost data, or any other damages or losses, even if one party was advised, knew, or should have known of the possibility of such damages. This section does not limit (a) your liability for breaching the Restrictions and Requirements section above; (b) either party’s liability for breaching the Confidentiality section above; or (c) either party’s indemnification obligations under these Terms.

DIRECT DAMAGES: Neither party shall be held liable to the other party for any direct damages, costs, or liabilities exceeding the amounts paid or payable by you during the twelve (12) months preceding the incident or claim, whether in tort, contract, or otherwise. This section does not limit (a) your liability arising from the breach of Section 5 (Restrictions and Requirements) or Section 10 (Fees, Payment Terms, and Taxes); or (b) either party’s liability arising from the breach of Section 11.4 (Confidentiality); or (c) either party’s indemnification obligations under these Terms. The provisions of this section 14 allocate the risks between the parties, and the parties have relied on these limitations in deciding whether to enter into these Terms.

Term; Suspension: These Terms will take effect on the day you either click “I Accept” or begin using the Pro Realtify services. These Terms, including any updates, will remain in effect until terminated as described below (“Term”).

We reserve the right to immediately suspend the Pro Realtify services upon notice for cause if: (a) you violate (or give us reason to believe you have violated) these Terms; (b) there is reason to believe that the traffic generated from your use of the Pro Realtify services or your use of the Pro Realtify services is fraudulent or negatively impacting the functionality of the Pro Realtify services; or (c) we determine, at our sole discretion, that providing the Pro Realtify services is prohibited by applicable law, or it has become impractical or infeasible for any legal or regulatory reason to continue providing the Pro Realtify services. If we suspend the Pro Realtify services, we will make a reasonable effort to notify you before the suspension to the extent feasible.

Compliance with Laws: Both you and Pro Realtify will comply with the relevant laws applicable to our respective activities under these Terms.

No Waiver: Our failure to enforce any provision of these Terms at any time does not waive our right to enforce it later. Furthermore, if we expressly waive any provision of these Terms, it does not mean that the waiver applies indefinitely in the future. Any waiver must be in writing and signed by both you and us to be legally binding.

Assignment: You are prohibited from assigning or transferring these Terms, either in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be considered null and void. However, subject to the provisions of this Assignment section, these Terms will be binding on both you and Pro Realtify, as well as on our respective successors and assigns.

Unenforceability: If any provision of these Terms is determined to be unenforceable by a court or tribunal with competent jurisdiction, that provision will be limited or removed to the minimum extent necessary to make it enforceable. The remainder of these Terms will remain in full force and effect.

Notices: All notices required or permitted under these Terms must be provided in writing to the receiving party through personal delivery, certified mail (with a return receipt requested), overnight delivery by a nationally recognized carrier, or email (with confirmation of receipt). If notices are sent to Pro Realtify, a copy must also be sent to info@prorealtify.com

Attn: General Counsel.

Entire Agreement: These Terms, together with any attached documents, supersede all prior proposals, statements, marketing materials, presentations, and agreements (whether oral or written). No information or advice provided by Pro Realtify, its Members, or employees (whether oral or written) will expand the warranties stated in these Terms. Any purchase order document or similar document provided by you will only serve as evidence of your internal business processes, and any terms and conditions contained therein will be void and have no effect on these Terms between you and Pro Realtify, even if signed by Pro Realtify after you accept these Terms.

Force Majeure: No failure, delay, or default in the performance of any obligation under these Terms will be considered a default or breach of these Terms to the extent that it arises from causes beyond the control and without negligence of the affected party. Such causes may include actions or inactions by governmental, civil, or military authorities, fire, strike, lockout, labor disputes, flood, terrorism, war, riot, theft, earthquake, and other natural disasters. The party affected by such causes will take all reasonable actions to minimize the consequences.

Governing Law and Venue: The enforceability and interpretation of the Agreement to Resolve Disputes section will be determined by the Federal Arbitration Act, including its procedural provisions. Apart from the arbitration provision, these Terms will be governed and construed in accordance with the laws of the State of Illinois, without regard to conflicts of laws principles that might apply the laws of another jurisdiction. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action, or proceeding arising from or related to these Terms or the Pro Realtify services will be brought in either the state or federal courts of Illinois, and both parties consent to the personal jurisdiction of these courts, except as provided in the Agreement to Resolve Disputes section.

Agreement to Resolve Disputes through Arbitration

In an effort to resolve disputes amicably, customers are encouraged to first contact Pro Realtify’s Customer Support before pursuing a formal legal case. However, if the dispute remains unresolved, both the customer and their affiliates, on one side, and Pro Realtify and its affiliates, on the other side, agree to resolve any dispute related to the Terms or the Pro Realtify services through binding arbitration. The arbitration will take place in Chicago, Illinois, or at a mutually agreed location.

This agreement covers all claims under any legal theory, unless the claim falls within the Exceptions to Agreement to Arbitrate. It remains in effect even after the customer has stopped using the Pro Realtify services. Any dispute concerning the enforceability or applicability of this Agreement to Arbitrate will be determined by the arbitrator.

By agreeing to this Agreement to Arbitrate, both parties waive their right to have a judge or jury resolve any controversy

or claim arising out of or related to the Terms or the Pro Realtify services. Instead, the parties will resolve their disputes through arbitration, which will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, or, if the claim is above $75,000, its Commercial Arbitration Rules. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.

Any dispute resolution hearing will be held in Chicago, Illinois, or at another mutually agreed location. If the parties do not agree on the location, the arbitrator will determine the location. Both parties agree to have their dispute resolved by a single arbitrator. The arbitrator will have the power to award any remedies available under applicable law. The arbitrator will have the same authority to award damages as a judge would in a court of law. Judgment upon the award rendered by the arbitrator may be entered in any court with competent jurisdiction.

The arbitrator will decide any disputes regarding the enforceability and scope of this arbitration provision. In the event of a conflict between the arbitrator’s decision and these Terms, these Terms will control. If, however, the arbitrator finds that any part of this arbitration provision is unenforceable, that part will be severed from the provision, and the rest of the arbitration provision will remain in effect.

This Agreement to Arbitrate governs any dispute regarding Pro Realtify’s Terms and any Pro Realtify service, including but not limited to SMS and MMS, voice calls, or other Pro Realtify services. Both parties also agree to the application of any other laws necessary to govern the dispute.

The exceptions to this Agreement to Arbitrate include (1) cases brought in a small claims court that are within the court’s jurisdiction and (2) disputes over intellectual property. Furthermore, you have the right to opt out of this Agreement to Arbitrate within 30 days of first accepting these Terms by providing written notice to info@prorealtify.com, Attn: Legal. Your notice must include your name, address, the email address you used to register your Pro Realtify account, and a clear statement expressing your desire to opt out of this Agreement to Arbitrate. If you opt out, any disputes will be governed by the provisions set forth in the Governing Law and Venue section.

In the event of a dispute, you and Pro Realtify agree to resolve it through arbitration rather than litigation, except for the exceptions listed in the Agreement to Resolve Disputes section. This means that both parties are waiving their rights to a trial by judge or jury. Arbitration provides a more streamlined and efficient process for resolving disputes.

In an arbitration, a neutral third party (the arbitrator) reviews the evidence and arguments presented by both sides and makes a decision. The arbitrator’s decision is typically final and binding, with limited opportunities for appeal.

Some potential advantages of arbitration include:

1. Efficiency: Arbitration can often be quicker and less formal than litigation in court.
2. Cost-Effective: Arbitration may be less expensive than going to court because it typically involves fewer pre-trial motions and discovery processes.
3. Neutrality: The arbitrator is typically a neutral third party, which can help ensure impartiality in decision-making.
4. Privacy: Arbitration proceedings are usually private, as opposed to court trials, which are generally open to the public.
5. Finality: Arbitration decisions are typically binding and final, with limited grounds for appeal, which can provide closure to the dispute.

It’s important to note that arbitration also has some potential drawbacks, including limited opportunities for appeal and potentially less formalized procedures compared to court litigation. Additionally, the specific advantages and disadvantages of arbitration can vary depending on the arbitration process chosen and the specific circumstances of the dispute.

Ultimately, whether arbitration is a more suitable option than litigation depends on the specific nature of the dispute, the preferences of the parties involved, and other relevant factors. Parties should carefully consider their options and consult with legal counsel when making decisions about how to resolve disputes.