DealGround, Inc. Platform Services Agreement

If you require assistance accessing this Agreement, contact admin@dealground.com. 

Last updated and effective: December 1, 2025

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. 

NOTICE OF AUTOMATIC SUBSCRIPTION RENEWAL:  If you subscribe to our Services, your subscription will be automatically renewed for additional periods of the same duration as the initial subscription term at DealGround’s (“DG”) then-current fee for such services, unless you cancel your subscription in accordance with Section 14 below.

This Platform Services Agreement describe your rights and responsibilities when using DG’s hosted software platform for real estate data services and related websites, APIs, mobile applications, tools, and documentation (collectively the “DG Platform” or the “Services”) offered by DealGround, Inc., a California corporation (together with its affiliates, successors, and assigns, “DG” “we”, “our”, or “us”). These Platform Services Agreement, along with any other terms and policies provided in connection with your use of the Services, and any order forms, together with any and all documents referred to therein, form the agreement (“Agreement”) between you and DG. 

By accessing the DG Platform or otherwise using our Services you acknowledge you understand and agree to be bound by the terms and conditions forming the Agreement. 

1. Definitions
   
   1. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent of the voting interests. 
   2. “Confidential OM” means any OM that is subject to nondisclosure obligations (for example, an NDA or data-room clickthrough) or that Customer designates as confidential in the Service.
   3. “Customer” means the legal entity on whose behalf the Agreement is accepted, or the legal entity that is identified in an order, signup flow, invoice, or account profile, or the legal entity that controls the business email domain used to register the account. If an account is created or accessed using a business email address, the legal entity that owns or controls that email domain will be deemed the Customer. In the event of a dispute about Customer’s identity, DG may rely on domain ownership records, corporate filings, payment records, and communications history. DG’s reasonable determination will control unless Customer provides documentation that conclusively shows a different entity is the proper Customer.
   4. “Customer Data” means all data, text, messages, communications, or other information, including OMs, Confidential Oms, and OM Inputs, submitted to and stored within the Services by Customer, its agents (including, where applicable within this Agreement, DG), User, and Affiliates relating to Customer’s use of the Services. Customer Data excludes Customer and User account information, which is subject to the Privacy Notice.
   5. “Documentation” means any specifications or technical guidelines for the Services that DG makes available to Customer, including through DG’s help center(s) or online, which DG may update from time to time. Documentation excludes any community-moderated forums provided or accessible through such resources.
   6. “Effective Date” means the date on which the individual taking action on behalf of Customer clicks an “Accept,” “Agree,” “Sign up,” “Create Account,” or similar button, or first accesses or uses any part of the Services, whichever occurs first.
   7. “Extracted Data” means factual information extracted from OMs, such as property addresses, square footage, cap rates, dates, rent rolls, and contact fields.
   8. “Offering Memorandum” ("OM") means an email, attachment, file, or link that promotes or describes an available or historical commercial real estate property or similar property type, including images and metadata. 
   9. “OM Addresses” means one or more email addresses, aliases, or inboxes provisioned by DG or configured by Customer to enable OM Automation.
   10. “OM Automation” means the optional feature of the Services by which DG, acting as Customer’s retrieval service for the limited purposes stated in this Agreement, receives or retrieves Offering Memorandums, or links to such OMs, sent to or intended for Customer or its Users, and uses automated systems to extract data fields (“Extracted Data”), for storage and use within the Services.
   11. “OM Inputs” means OMs or links to OMs sent to or intended for Customer or its Users.
   12. “Order Form” means an order forms, pricing page, and in-product selection that describe purchased subscriptions, usage limits, and features. All orders through the Services are governed by this Agreement.
   13. “Subscription Term” means the period Customer is subscribed to the Services.
   14. “User(s)” means an individual (including those of Customer’s Affiliates) a Customer has authorized to use the Services through Customer’s Account. Customer is fully responsible for Users’ compliance with this Agreement. Customer’s employees, independent contractors, and Affiliates who use the Services under Customer’s account are Users. Use of the Services by a User is deemed use by Customer.
2. Scope of Agreement and Related Terms
   
   1. Incorporated Policies. The following are incorporated into this Agreement as of the Effective Date, in each case as updated by DG from time to time: 
      
      1. the DG Platform Acceptable Use Policy, 
      2. the Documentation, 
      3. any Service-specific terms presented in the signup flow, and 
      4. any Data Processing Addendum if applicable. 

This includes any Service specific terms for OM Automation, including documentation for permitted senders, supported formats, rate limits, and export options, which DG may update from time to time.

2. Order of Precedence. If there is a direct conflict among documents, the following order applies, from highest to lowest: a mutually signed Order Form, this Agreement, the Service-specific terms, the Acceptable Use Policy, and the Documentation.
3. Business Use. The Services are offered exclusively for business and professional use. By accepting this Agreement, Customer represents that it is a business entity using the Services for commercial purposes related to real estate listings, marketing, analytics, or related operations.
4. Authority. The individual accepting this Agreement represents that they are an employee, officer, owner, or authorized agent of Customer with authority to bind Customer to this Agreement. DG may require evidence of such authority.
5. Binding Effect. Upon acceptance as described above, this Agreement forms a binding contract between DG and Customer and governs all access to and use of the Services by Customer and its Users, including any use that predates a later signed Order Form, invoice, or payment. Continued use of the Services after any update to this Agreement constitutes Customer’s agreement to the updated terms.

3. Use of the Platform and Services
   
   1. About the Services. The Platform facilitates the digitization, extraction, and management of property-related information contained in marketing OMs and other real estate documents. The Platform utilizes artificial intelligence (“AI”) and related technologies to analyze and extract structured data from uploaded content, enabling Users to efficiently store, search, and manage property information within their Platform accounts. The Services allows Users to upload OMs and other property-related documents in electronic format. Upon upload, the Platform’s AI-driven extraction engine identifies, interprets, and converts relevant property data, including but not limited to property name, address, type, size, tenancy, income and expense details, and other material deal information, into a structured, searchable digital format within the Platform. Extracted data is associated with the applicable User account for subsequent access, review, and management by the User. All extracted data is stored within the Platform environment and made available to the User through their Platform account. The Platform may display, organize, or categorize such data in various formats (including tables, reports, and listings) to facilitate analysis and workflow management. 
   2. OM Automation Setup. To enable OM Automation, Customer may authorize DG to provision OM Addresses and, if elected by Customer, to create or instruct forwarding rules and filters. Customer authorizes DG to receive OM Inputs sent to OM Addresses, to fetch OMs reachable via embedded links, and to process such content to generate Extracted Data. Customer remains responsible for adding or removing senders from distribution lists and for the accuracy of any forwarding rules.
   3. Confidential Handling. The specific data from an uploaded document is not available to any other user on the Platform unless that user has also uploaded the exact property document. 
   4. Disclaimer. The Platform does not provide legal, financial, appraisal, or brokerage services and is intended solely as a tool to assist Users in organizing and managing real estate information. The accuracy of AI-generated or extracted content may vary depending on the quality, format, and clarity of uploaded materials.
   5. Permitted Use. Subject to Customer’s and each User’s compliance with this Agreement and applicable Order Forms, DG grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term for Customer’s internal business purposes in connection with real estate listings, marketing, and related operations. Specific features, modules, or functions of the Services may be governed by additional product-specific terms published by DG, which are incorporated into this Agreement. Use is limited to the quantities, features, and limits described in applicable Order Forms or account settings. The foregoing includes use of OM Automation to consolidate OM Inputs, generate Extracted Data for Customer’s internal business purposes, and export Extracted Data through supported export functions, subject to this Agreement and applicable limits. For clarity, cross-customer sharing is limited to Extracted Data; expressive content from OMs (including full OM PDFs and full-size photos) is displayed only within the uploading Customer’s account or as otherwise licensed. Where images are shown, DG may use thumbnails with source credits and links.
   6. Restrictions. Except as expressly permitted in this Agreement, Customer shall not (and shall not permit any User or third party to): 
      
      1. copy, modify, translate, or create derivative works of the Services or Documentation; 
      2. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Services; 
      3. remove, alter, or obscure proprietary notices, trademarks, watermarks, source identifiers, or attribution within the Services or any output; 
      4. access or use the Services for benchmarking, competitive analysis, or monitoring performance or functionality except with DG’s prior written consent; 
      5. circumvent, disable, or interfere with any access controls, usage limits, metering, seat restrictions, API rate limits, capacity constraints, or security features of the Services; 
      6. share logins, credentials, or authentication tokens, or otherwise allow one credential to be used by more than one individual; 
      7. create multiple accounts or use technical means to aggregate, pool, or rotate credentials in order to exceed purchased limits or avoid fees; 
      8. scrape, crawl, spider, harvest, or programmatically access the Services or any data made available through the Services, including listing data, except through DG-documented and authorized APIs and within stated rate and usage limits; 
      9. perform bulk or systematic downloads, database dumps, or data extraction, or maintain persistent caching or offline archives of data from the Services except as expressly allowed in the Documentation or an Order Form; 
      10. resell, redistribute, syndicate, publish, or otherwise make available any data obtained from the Services to any third party, including listing content, images, analytics, or metadata, except as expressly permitted in the Documentation, product-specific terms, or a written agreement with DG; 
      11. export or transfer data from the Services in a manner that bypasses role-based controls, field-level permissions, redaction, or consent workflows provided by the Services; 
      12. remove or alter watermarks, photographic identifiers, copyright management information, or other controls attached to listing media; 
      13. use the Services to provide services to third parties as a service bureau, reseller, managed service provider, or similar provider without DG’s express written authorization; 
      14. upload, post, or transmit viruses, malware, or other harmful code, or engage in activity that degrades network or platform performance; 
      15. use the Services in violation of law or third-party rights, including fair housing, anti-discrimination, advertising, privacy, and intellectual property laws, or MLS and broker compliance rules where applicable; 
      16. combine, reference, or use data obtained from the Services to train, fine-tune, or improve any machine learning or AI models, except as expressly permitted in product-specific terms or a written agreement with DG’ 
      17. frame, mirror, or create unauthorized interfaces to the Services; 
      18. use any Third-Party Service with the Platform in a manner that conflicts with the provider’s terms or introduces security or licensing risks to DG, 
      19. use OM Automation to intercept communications not intended for Customer or its Users, including misdirected or confidential third party emails, 
      20. use OM Automation to send or initiate emails, auto replies, or outreach to third parties, except for passive receipt or acceptance workflows documented by DG, 
      21. bypass sender permissions, access controls, or tokenized links in OMs, or use automated tools to access password protected OMs without authorization, or
      22. export or redistribute Extracted Data in a manner that violates source terms attached to the underlying OM or media.

DG reserves the right to investigate violations and to suspend or terminate Customer’s access if Customer or its Users engage in prohibited use.

7. Data Processing and Privacy. To the extent DG processes personal data on behalf of Customer in connection with the Services, the Data Processing Addendum (“DPA”) made available by DG is incorporated into this Agreement. The DPA governs the parties’ respective obligations under applicable data protection laws. Customer remains solely responsible for obtaining any consents and providing any notices required under law to permit lawful processing of personal data through the Services. Customer acknowledges and agrees that DG may process technical and usage data related to Customer’s use of the Services to provide, secure, and improve the Services. For Personal Information in Customer Content, DG acts as Customer’s service provider or processor and will process such Personal Information only on Customer’s documented instructions for the business purpose of providing the Services.
8. DPA Application to OM Automation. To the extent OM Inputs contain personal data and DG processes such data on behalf of Customer, the DPA governs that processing. Customer directs and authorizes DG to process OM Inputs and Extracted Data as Customer’s processor for the purpose of providing OM Automation and related Services.
9. Third-Party Services. The Services may interoperate with third-party applications, platforms, or services (“Third-Party Services”). DG does not control and is not responsible for Third-Party Services, including their security, functionality, or availability. Customer’s use of Third-Party Services is subject to separate terms with the provider of those services. DG may modify or discontinue integrations with Third-Party Services at any time without liability to Customer.
10. Reservation of Rights. Except for the limited rights expressly granted under this Agreement, DG and its licensors reserve all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer except as expressly set forth in this Agreement.
11. Email and Anti-Spam. Customer represents that receipt of OM Inputs at OM Addresses complies with applicable laws and industry rules concerning unsolicited commercial email. Customer remains responsible for list participation, opt in status, and honoring opt out requests directed to Customer. DG is not obligated to contact senders, unsubscribe Customer, or manage third party list preferences.
12. Email Ingestion Scope. Where Customer enables OM ingestion from email, Customer authorizes DG to access designated mailboxes using least-privilege scopes for the limited purpose of retrieving OMs and attachments and generating Extracted Data. Customer may revoke authorization at any time via in-product settings.
13. Deliverability and Availability. DG does not guarantee deliverability, completeness, or timeliness of OM Inputs. Senders may change formats, links, or distribution practices. DG may modify parsing methods, supported file types, or rate limits for OM Automation to maintain service quality or compliance.
14. Source Content. OM Inputs may contain third party intellectual property. Customer’s rights to use Extracted Data are limited by any applicable source terms. Customer is responsible for configuring exports and downstream use in a manner that honors those terms.

4. Customer Obligations
   
   1. Customer Obligations. Customer will: (i) comply with the terms of this Agreement; (ii) provide any notices to, and obtain any required consents from persons or entities necessary for DG to lawfully process Customer Data; (iii) ensure its use of the Services complies with applicable laws, regulations, and legal requirements; and (vi) promptly notify DG if Customer becomes aware of any unauthorized access to its account or the Services.
   2. Responsibility for Customer Data and Content. Customer represents and warrants that it has, and will maintain, all rights, licenses, consents, and permissions necessary to submit, upload, store, process, display, publish, distribute, or otherwise use any data, content, listings, images, media, trademarks, and other materials that Customer or its Users provide to or through the Services, collectively Customer Data. Customer will ensure that Customer Data, and Customer’s use of the Services with Customer Data, do not violate law or third-party rights, including intellectual property, privacy, publicity, and contractual restrictions such as those applicable to listing services, rules and brokerage agreements. Customer is solely responsible for the accuracy, quality, and legality of Customer Data and for the means by which Customer acquired Customer Data.
   3. Appropriateness for Intended Use. Customer is solely responsible for evaluating the features, functions, limits, and outputs of the Services and for determining whether the Services are appropriate for Customer’s intended use, data types, and operating environment. Customer will implement settings, workflows, and controls that meet its requirements and risk tolerance, and will conduct independent testing where appropriate.
   4. Compliance and Regulatory Matters. Customer is solely responsible for compliance with all laws, regulations, codes, standards, and industry rules that apply to its use of the Services and to Customer Data. These include fair housing and anti-discrimination laws, advertising rules, consumer protection laws, privacy and data protection laws, record retention rules, MLS and association rules, state real estate licensing laws, and any disclosure or consent obligations. Customer will obtain and document all consents, notices, and authorizations that are required to collect, use, and disclose Customer Data through the Services.
   5. Third Party Inputs and Integrations. If Customer enables any third-party products, services, feeds, integrations, or other Third-Party Services, Customer is solely responsible for the selection, configuration, and use of those Third-Party Services, for the transfer of Customer Data to and from them, and for compliance with their terms. DG is not responsible for Third-Party Services or their security, availability, or outputs.
   6. Prohibited and Sensitive Uses. Customer will not rely on the Services for any purpose that requires professional licensure or specialized certification unless Customer has separately obtained such licensure or certification and has independently validated the suitability of the Services for that use. Customer will not use the Services where a failure could reasonably result in legal noncompliance, regulatory penalties, or material harm without appropriate human review and safeguards.
   7. Cooperation and Information. Customer will provide timely cooperation, information, and assistance reasonably requested by DG to deliver the Services, to investigate issues, and to comply with law or requests by regulators. Customer will promptly notify DG of any misuse of the Services, suspected violations of this Agreement, or legal demands that relate to the Services.
   8. No Professional Advice. The Services, Documentation, templates, recommendations, analytics, and outputs are provided for general informational purposes only. DG does not provide legal, tax, accounting, appraisal, financial, brokerage, or compliance advice, and no information in or from the Services should be construed as such advice. Customer should consult its own professional advisors for guidance. DG is not acting as Customer’s broker, agent, fiduciary, or advisor, and no fiduciary relationship is created by this Agreement or the provision of the Services.
   9. Customer Systems and Access. Customer is responsible for its equipment, networks, devices, software, and internet connectivity that interact with the Services, for example browsers, mobile devices, and firewalls. Customer will not introduce any code or configuration that impairs the Services.
   10. Responsible Use of Outputs. Customer is responsible for reviewing and validating outputs, including listing content, automated suggestions, analytics, or flags, before relying on them. The Services may generate inferences or classifications that can be incorrect or incomplete. Customer will apply appropriate human judgment and will not publish or act on outputs that Customer knows or should know are inaccurate, unlawful, or misleading.
   11. End Users and Personnel. Customer will ensure that Users are trained on appropriate use and are bound by terms and policies consistent with this Agreement. Customer is responsible for Users’ acts and omissions as if they were Customer’s own.
   12. Conflicts with Source Terms. If Customer Data or Customer’s intended use is subject to third party source terms, for example MLS licenses, photo licenses, or data provider terms, Customer will ensure that its use of the Services conforms to those terms. Where a conflict exists between such source terms and the Services’ capabilities, Customer will not use the Services in a manner that would cause a violation of those source terms.
   13. Remediation. If DG notifies Customer that Customer Data or Customer’s use is unlawful, infringes rights, or violates this Agreement, Customer will promptly remove or modify the offending material or use. DG may provide temporary technical measures, for example filtering or access restrictions, while Customer completes remediation.
   14. Authorization. Customer authorizes DG, as a limited technical service provider, to receive OM Inputs at OM Addresses designated by Customer and to programmatically retrieve linked content solely to generate Extracted Data for use in the Services. This authorization does not create a fiduciary, broker, or general agency relationship. 
   15. Rights in OM Inputs. Customer represents and warrants that Customer and its Users are authorized recipients of OM Inputs and that Customer’s direction to DG to process OM Inputs and generate Extracted Data does not violate law or third party rights, including email terms, website terms, listing services rules, or photographer licenses.
   16. Waiver of Claims Related to Customer Data. Customer acknowledges and agrees that Customer Data may include information, materials, or content that are subject to copyright, trademark, trade secret, privacy, publicity, or other proprietary or personal rights. To the fullest extent permitted by law, Customer hereby irrevocably waives and releases any and all claims, demands, or causes of action that Customer may have, now or in the future, against DG, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns, arising out of or relating to DG’s authorized use, processing, or display of Customer Data in accordance with this Agreement, including but not limited to any claims alleging infringement, misappropriation, violation of privacy or publicity rights, or other interference with intellectual property or proprietary rights.
   17. No Claims Arising from Other Users’ Content. Customer acknowledges that other users of the Platform may upload, display, or make available documents or materials that are similar or identical to Customer Data, including OMs for the same or comparable properties. Customer expressly agrees that it shall not assert, and hereby waives, any claim, demand, or cause of action against DG, its affiliates, or any other Platform user arising out of or relating to the inclusion, use, processing, or availability of any content uploaded by another user, even if such content is identical or substantially similar to Customer Data, or could otherwise be alleged to infringe, misappropriate, or violate Customer’s intellectual property, proprietary, or privacy rights.
   18. Regulatory Suitability. Without limiting Section 4.5 and 4.9, Customer is solely responsible for determining whether use of OM Automation is appropriate for its compliance obligations, including advertising, fair housing, privacy, data retention, and records management. Customer will apply human review where required.
5. Accounts, Security, and Suspension
   
   1. Account Registration and Credentials. Customer must maintain complete and accurate account information at all times. Customer is responsible for safeguarding all credentials, API tokens, keys, and configuration secrets associated with its accounts. Credentials are for one natural person only unless expressly permitted by DG. Customer will promptly notify DG of any suspected unauthorized use of credentials or the Services.
   2. Security Program. DG will maintain an information security program that includes administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the Services and Customer Data. Safeguards include access controls, logical segregation, vulnerability management, and data backup procedures that are appropriate to the nature of the Services.
   3. Customer Security Obligations. Customer will implement and maintain security measures that are appropriate for its environment and the sensitivity of Customer Data, including multi-factor authentication where offered, least-privilege role assignments, timely deprovisioning of former personnel, endpoint protections, and secure network configurations. Customer will not store unencrypted secrets or credentials in fields that are visible to other Users or to third parties. Customer is responsible for any security incidents that arise from Customer’s configurations or from Third-Party Services that Customer enables.
   4. Security Incidents and Notice. If DG becomes aware of a confirmed unauthorized disclosure of Customer personal data within the Services, a “Security Incident,” DG will notify Customer without undue delay and will provide information reasonably available for Customer to meet its legal or contractual obligations. DG’s obligations in this Section 5.4 are further defined and limited by the DPA where applicable. Customer will cooperate in good faith with any remediation activities and required notices.
   5. Monitoring and Technical Protections. DG may monitor use for compliance with this Agreement, may apply technical measures to enforce usage limits and rate limits, and may log and analyze activity for security, fraud prevention, quality, and support. Customer will not interfere with such monitoring or technical protections.
   6. Suspension, Throttling, and Removal. DG may immediately suspend or throttle access to any portion of the Services, remove content, disable integrations, or restrict API calls if DG reasonably determines that: (a) Customer or a User has violated this Agreement, the Acceptable Use Policy, or applicable product-specific terms, (b) continued use presents a security, legal, or operational risk, including excessive load, suspected credential compromise, or data scraping, (c) Customer’s account is delinquent or has exceeded purchased limits, or (d) DG is required to do so by law, court order, or request of a governmental or regulatory body. DG will use commercially reasonable efforts to notify Customer of the basis for suspension where lawful and will restore access when the underlying issue is resolved to DG’s reasonable satisfaction. During a suspension, DG has no obligation to store or retain new data ingested through disabled features or blocked interfaces. 
   7. Emergency Action. In urgent circumstances that threaten the stability or security of the Services or the safety of individuals, DG may take immediate action without prior notice. Such action may include disabling accounts or network access that DG reasonably believes are involved in the threat.
   8. Reactivation. Following a suspension for cause, DG may require written confirmation of remedial steps, re-verification of domain control, payment of any outstanding amounts, and a reactivation fee before restoring access. DG may condition restoration on additional safeguards, for example stricter rate limits, IP allowlists, or revised role settings.
   9. Legal Process and Requests. If DG receives a subpoena, court order, or other legal request relating to Customer Data or account activity, DG may respond in accordance with law. Where legally permitted, DG will provide notice to Customer so that Customer may seek protection or other remedy. DG may disclose basic subscriber information without notice where required by law.
   10. Attribution and Notices within Output. DG may include security watermarks, source identifiers, or technical notices within outputs or media to help enforce security and provenance. Customer will not remove or alter these elements except as expressly permitted by DG.
   11. OM Addresses Security. Customer will protect any credentials or admin access associated with OM Addresses and forwarding rules and will promptly remove access for departed personnel. DG may suspend OM Automation if unauthorized routing, excessive bounces, or abuse is detected.
6. Fees, Billing, and Taxes
   
   1. Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) access to the Platform and other Services are purchased as subscriptions for the term stated in the applicable Order Form. Customer will pay the fees specified in the applicable Order Form, including any usage based charges. If Customer exceeds purchased quantities, seats, storage, API calls, listings, or other limits, DG may charge overage at the then current rates or require an immediate true up for the remainder of the term. Overage and true up amounts are due upon invoice. Add-ons, increased quantities, or new modules added during a term are coterminous with the then current term and billed at the then current rates unless otherwise agreed in writing.
   2. Fees. Customer will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on subscriptions purchased for recurring software licenses and based on usage for ownership contact records, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. 
   3. Invoicing and Payment. Customer will provide DG with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to DG. If Customer provides credit card information to DG, Customer authorizes DG to charge such credit card for all purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If a charge is rejected or reversed, Customer remains responsible for the underlying amount, plus any associated bank or processor fees. DG may require prepayment or additional security for future orders. If the Order Form specifies that payment will be by a method other than a credit card, DG will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to DG and notifying DG of any changes to such information.  Customer acknowledges that any of its designated users may purchase, utilize and be billed for additional services on the platform.
   4. Late Payments. Past due amounts accrue interest at the lesser of 1.5 percent per month or the maximum rate permitted by law. Customer will reimburse reasonable costs of collection, including attorneys’ fees. DG may suspend the Services for any unpaid amount that is 10 days past due after notice.
   5. Taxes. Fees are exclusive of taxes. Customer is responsible for all taxes arising from this Agreement, other than taxes based on DG’s net income.  If DG has a legal obligation to collect or pay any taxes, DG will invoice the Customer for such taxes, unless Customer provides DG with a valid tax exemption certification authorized by the appropriate taxing authority before DG issues the invoice.
   6. Billing Disputes.  All payment, fee, or invoice disputes must be made in good faith and submitted to DG prior to the payment due date, or within 30 days of invoice for Customers on immediate payment terms.
   7. Price Changes and Renewals. DG may change pricing effective on renewal. Unless otherwise stated, subscriptions renew for successive terms equal to the expiring term, and at DG’s then current rates, unless either party gives notice of nonrenewal at least 30 days before the end of the then current term.
   8. Promotions and Credits. Promotional pricing, coupons, free trials, and service credits apply only during the stated period and conditions. Credits have no cash value, are not refundable, and expire at the earlier of the stated expiration or 12 months after issuance.
7. Intellectual Property
   
   1. Ownership of the Services. DG and its licensors own all right, title, and interest in and to the Services, the DG Platform, the Documentation, designs, user interfaces, software, algorithms, models, databases, know how, and all improvements and derivative works, together with all related intellectual property rights. No ownership rights are transferred to Customer.
   2. Ownership of Customer Data. As between the parties, Customer owns Customer Data, including OM Inputs and Extracted Data, subject to third party rights in the underlying OMs and media.
   3. License to Customer Data. Customer hereby grants to DG a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable license to host, store, process, copy, transmit, display, and otherwise use Customer Data as reasonably necessary for: (a) providing and maintaining the Platform and Services; (b) training, tuning, testing, and improving the performance and accuracy of DG’s AI models, algorithms, and other technologies that support the Platform; and (c) developing, enhancing, and supporting new products, services, and features related to the Platform.  DG retains and shall own all right, title, and interest in and to the Platform, the AI technologies used therein, and all improvements, modifications, learnings, and derivative works arising from the use or processing of Customer Data. No rights or licenses are granted to Customer except as expressly set forth in this Agreement. Customer acknowledges that DG’s AI models may learn from patterns, features, and structures present in Customer Data, and Customer shall have no claim to ownership or compensation related to such improvements or outputs.
   4. No Representations as to AI Outputs. Customer acknowledges that AI-generated or AI-processed outputs may contain inaccuracies or omissions and are intended solely to assist Customer in reviewing, organizing, or analyzing property-related data. DG makes no representation or warranty regarding the accuracy, reliability, or completeness of any AI-generated output or extracted data, and Customer remains solely responsible for reviewing and verifying all such information prior to reliance or use.
   5. Usage Data and Deidentified Data. DG may collect and analyze Usage Data, which means data relating to access, usage, telemetry, performance, and configuration of the Services. DG may create Deidentified Data derived from OM Inputs and Extracted Data, provided it does not identify Customer or a natural person. DG owns such Deidentified Data and may use it to improve parsing accuracy, models, and Services, for capacity planning, and for industry trend reporting in aggregated form.
   6. Feedback. If Customer or any User provides suggestions, ideas, or other feedback about the Services, Feedback, Customer grants DG a worldwide, perpetual, irrevocable, royalty free license to use and exploit the Feedback without restriction. Feedback is not Customer Confidential Information.
   7. Customer Marks and Listing Media. Customer grants DG a limited, non-exclusive, royalty free license to use Customer’s name, logos, and trademarks, Customer Marks, to: (a) display Customer’s branding within the Services and on published listing pages that Customer enables, (b) attribute listing content, photos, and media to Customer or its licensors in accordance with industry practice, and (c) identify Customer as a customer of DG on DG’s websites and marketing materials. Customer may withdraw consent for marketing uses on reasonable written notice. DG will cease new uses after a reasonable transition period.
   8. Third Party Content and Open Source. The Services may include or provide access to content, data sets, images, or code from third parties. Such Third Party Content is the property of its respective owners and may be subject to separate terms. The Services may include open source software components. To the extent required by their licenses, the terms for those components will apply and will control over this Agreement with respect to those components.
   9. Deliverables and Professional Services. If DG provides any configuration, migration, or implementation assistance, Deliverables, DG retains ownership of all intellectual property in the Deliverables and any tools used to create them. DG grants Customer a limited, non-exclusive, non-transferable license to use Deliverables during the subscription term solely with the Services for Customer’s internal business purposes, subject to this Agreement and the applicable Order Form.
   10. Reservation of Rights. Except for the limited licenses expressly granted in this Agreement, each party reserves all rights, title, and interest in its respective materials, technology, data, and intellectual property. No implied licenses are granted.
   11. Proprietary Notices and Attribution. Customer will not remove or alter proprietary rights notices, metadata, watermarks, or attribution in the Services or in outputs generated by the Services, except as expressly permitted by DG or the applicable owner.
   12. CMI Preservation. DG will not intentionally remove or alter copyright management information embedded in images or media except as technically necessary to provide the Service. Photographer credits and source attribution may be displayed with thumbnails or other previews.
   13. DMCA and Takedowns. DG may remove or disable access to content alleged to infringe intellectual property rights upon receipt of a proper notice, and may terminate repeat infringers’ access. Where legally permitted, DG will provide prompt notice to Customer so that Customer may submit a counter notice.
   14. Conflicts with Source Terms for Media and Listings. If Customer’s listing media or data are subject to source terms, for example listing services licenses or photographer licenses, Customer is responsible for configuring the Services to comply with those terms. DG may implement technical measures to respect such terms where feasible, but Customer remains responsible for compliance and for securing any required permissions.
   15. Third Party Rights in OMs. DG does not acquire rights in third party OMs or media beyond the limited rights necessary to perform OM Automation for Customer. Customer’s export or redistribution of Extracted Data must comply with any applicable source terms.
8. Confidentiality
   
   1. Definition. “Confidential Information” means nonpublic information disclosed by a party that is identified as confidential or that should reasonably be considered confidential. Customer Data is Customer’s Confidential Information. The Services, Documentation, and performance data are DG’s Confidential Information. Confidential Information does not include information that is public without breach, known without obligation before receipt, independently developed, or rightfully received from a third party.
   2. Obligations. Each party may use the other party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement and may disclose such Confidential Information only: (i) to its Affiliates, employees, and/or agents who have a need to know such Confidential Information and who are bound by terms of confidentiality at least as protective as this Agreement; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation.
9. Communications. Customer consents, on its own behalf and on behalf of all Users, to receiving electronic communications from DG, our Affiliates, or third-party partners acting on our behalf. These communications may include, but are not limited to, emails, text messages (SMS/MMS), push notifications, in-app alerts, or other electronic methods related to the Services, such as account updates, transactional notices, security alerts, service announcements, administrative messages, and information about features or changes to the Services. Additionally, DG may send you promotional offers, marketing materials, newsletters, surveys, or other information, including advertisements or content from third parties. Customer and/or User may manage your preferences as described below. DG may send communications to the email address, phone number, or other contact information associated with Customer’s account, and Customer agrees to keep this information current and accurate.
10. Representations, Warranties, and Disclaimers. 
    
    1. Mutual Warranties. Each party represents and warrants to the other that: (i) it has full authority to enter into this Agreement; (ii) executing and performing this Agreement does not violate any other agreements to which it is subject; and (iii) it will comply with all laws directly applicable to its performance under this Agreement.
    2. DG Warranty. DG warrants that the Services will operate materially as described in the Documentation. If DG breaches this warranty and Customer makes a warranty claim within 30 days of discovering the issue, DG will use reasonable efforts to correct the Services. If DG determines it cannot correct the Services, either party may terminate the affected Services, and DG will refund any prepaid fees for those Services covering the remainder of the Subscription Term as of the effective date of termination. This is Customer’s only remedy for breach of this warranty. This warranty does not cover any misuse or unauthorized changes to the Services made by Customer or others acting on its behalf.
    3. Disclaimers. EXCEPT AS STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND DG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, OR WILL MEET CUSTOMER’S BUSINESS, LEGAL, OR REGULATORY REQUIREMENTS, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM DG OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THESE DISCLAIMERS APPLY TO THE FULL EXTENT PERMITTED BY LAW.

DG ASSUMES NO RESPONSIBILITY FOR THE CONDUCT, ACTIONS, OR OMISSIONS OF OTHER USERS OF THE SERVICE. TO THE EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification
    
    1. DG Recourse. If DG reasonably believes that the Services might result in an IP Claim, DG may: (a) procure rights for Customer to continue using the Services; (b) replace or modify the alleged infringing portion of the Services without materially reducing functionality; or (c) terminate this Agreement, and refund Customer any prepaid fees DG received covering the remainder of the Subscription Term. DG will not be liable for any IP Claim resulting from: (i) following designs, data, instructions, or specifications provided by Customer; (ii) modifications of the Services made by anyone other than DG; or (iii) Customer’s combination or use of the Services in a manner inconsistent with this Agreement or the Documentation.
    2. Customer Indemnity. To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless DG, its Affiliates, and their respective directors, officers, employees, contractors, agents, successors, and assigns, collectively the “DG Indemnitees,” from and against any and all claims, demands, suits, actions, proceedings, investigations, regulatory inquiries, and arbitration or administrative proceedings, collectively “Claims,” and all resulting losses, liabilities, damages, fines, penalties, settlements, judgments, interest, costs, and expenses, including reasonable attorneys’ fees and expert fees, collectively “Losses,” arising out of or relating to any of the following:
       
       1. Customer Data, OM Inputs, Extracted Data, Customer content, or Customer’s outputs, including alleged infringement, misappropriation, violation of rights of publicity or privacy, defamation, deceptive or unfair practices, or failure to preserve required attribution or watermarks.
       2. Customer’s access to or use of the Services, OM Automation, or Third-Party Services, including configurations, exports, publishing, syndication, or redistribution of data.
       3. Violation of law or industry rules by Customer or its Users, including fair housing and anti-discrimination laws, advertising and consumer protection laws, privacy and data protection laws, spam and ePrivacy laws, intellectual property laws, record retention and eDiscovery obligations, export control and sanctions, state real estate licensing laws, and MLS or association rules.
       4. Breach of this Agreement, an Order Form, the Acceptable Use Policy, product specific terms, or the Documentation by Customer or its Users.
       5. Security incidents, data breaches, or vulnerabilities to the extent caused by Customer systems, Third-Party Services enabled by Customer, Customer configurations, or Customer’s failure to implement recommended security controls, including multi factor authentication and least privilege.
       6. Customer’s appointment of DG as its agent for OM Automation and Customer’s direction to receive, access, or process OM Inputs or linked content, including claims that Customer lacked authority to appoint DG or to direct delivery.
       7. Employment, agency, or contractor matters relating to Customer’s personnel or Users.
       8. Taxes, fees, or assessments that are Customer’s responsibility under this Agreement.
       9. Subpoenas, discovery, preservation, or regulatory requests that relate to Customer’s data, conduct, or use of the Services, including reasonable costs to search, collect, review, and produce information.
       10. Bodily injury, death, or tangible property damage to the extent caused by Customer’s acts or omissions.
    3. Process. The indemnities given by each party under this Agreement are subject to: (i) the indemnified party giving the indemnifying party prompt written notice of the claim; (ii) the indemnifying party having sole control over the defense and settlement of the claim (but the indemnifying party cannot settle any claim that admits liability for the indemnified party without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed); and (iii) the indemnified party providing information as may be reasonably requested by the indemnifying party in connection with the claim. Failure by the indemnified party to notify the indemnifying party of the claim under Section 11.3(i) will not relieve the indemnifying party of its obligations under this Agreement; however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party according to Section 11.3(i).
12. Limitation of Liability
    
    1. EXCLUSION OF DAMAGES. EXCEPT FOR EXCLUDED CLAIMS DESCRIBED IN SECTION 12.3, TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
    2. MAXIMUM LIABILITY. EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12-MONTH PERIOD PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY.
    3. Excluded Claims. “Excluded Claims” means obligations and claims related to: (i) Customer’s payment obligations; (ii) Customer’s breach of Section 4; (iii) a party’s breach of its confidentiality obligations under Section 8.2; (iv) a party’s indemnification obligations under Section 11; (v) either party’s misappropriation or infringement of the other party’s intellectual property rights; or (vi) liability that cannot be limited or excluded by law.
13. Copyright Infringement Claims. We respect the intellectual property rights of others and expect users of the Services to do the same. If Customer or any User believes that its copyrighted work has been copied or used in a manner that constitutes copyright infringement and is accessible on the Services, they may notify our designated copyright agent in accordance with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512. DG will respond to valid notices of alleged infringement by removing or disabling access to the allegedly infringing material and may terminate the accounts of repeat infringers, as outlined in our repeat infringer policy.
14. Term and Termination.
    
    1. Terms. The Agreement term begins on the Effective Date and will continue until the expiration of the Subscription Term unless terminated earlier under this Agreement. The Subscription Term will be specified in either the Order Form or SOW.
    2. Renewals. Unless either party provides at least 30 days’ prior written notice of its intent not to renew, or the Order Form states otherwise, the Subscription Term will automatically renew for an equivalent term and DG may apply then-current rates. Customer must specify in the DG website of its intent not to renew which will result in a termination.
    3. Effect of Termination.  Upon termination, Customer will no longer have access to the Services. If DG terminates the Agreement under Section 14.3 or if Customer cancels its account before the end of the Subscription Term, Customer will pay any unpaid amounts covering the remainder of the Subscription Term. In no event will termination relieve Customer of its obligation to pay any fees payable to DG for the period before the effective date of termination.
    4. Customer Data Retention. Upon termination, we will immediately remove access to Customer’s account, including any associated profiles, messages, or other content. However, certain elements of Customer Data or data may remain stored in our systems for a reasonable period in accordance with our data retention policies, applicable laws, or for legitimate business purposes, such as backups, fraud prevention, dispute resolution, or compliance obligations. Once terminated, your account cannot be reactivated or restored, and user must create a new account if user wishes to resume using the Services, subject to applicable terms and our eligibility requirements.
15. General Terms. 
    
    1. Electronic Records and Signatures. The parties consent to the use of electronic records and signatures. The parties agree that this Agreement and any Order Form may be executed or accepted electronically, and that such execution or acceptance is valid and enforceable under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the California Uniform Electronic Transactions Act.
    2. Assignment. Neither party will assign this Agreement, except: (i) to an Affiliate; (ii) with prior written consent of the other party, which will not be unreasonably withheld; or (iii) in connection with a merger, acquisition, change in control, or sale of substantially all of its assets.
    3. Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements relating to its subject matter. This Agreement will apply in lieu of the terms or conditions in any purchase order, request for information, request for proposal, or other order documentation Customer provides, and all such terms are null and void. Except as expressly stated in this Agreement, there are no other agreements, representations, warranties, or commitments that may be relied upon by either party with respect to the subject matter of this Agreement. The headings in this Agreement are for convenience only and will not affect its interpretation. Failure to exercise any right under this Agreement will not constitute a waiver.
    4. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, that term will be limited to the minimum extent necessary so that the rest of this Agreement will remain in effect.
    5. Amendment. DG may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. DG will notify the Customer not less than 30 days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any amendment will be relied upon by DG as Customer’s consent to such amendment. DG may make updates to online or URL terms and policies that are incorporated into this Agreement. Unless otherwise noted by DG, such updates will become effective upon publication.
    6. Export. The Services are subject to U.S. sanctions and export laws. Customer represents and warrants that it, its Affiliates, and its authorized personnel: (i) are not on any U.S. government-issued list of restricted or denied persons; and (ii) are not located in any countries or territories subject to a U.S. government embargo or trade sanctions. Customer will not (and will not permit any other party to) export, re-export, transfer, or disclose the Services to: (a) a U.S.-embargoed jurisdiction; (b) anyone on any U.S. or applicable non-U.S.-restricted or denied persons list; or (c) any party that Customer has reason to know will use the Services in violation of U.S. export law.
    7. Relationship. This Agreement does not create any agency, partnership, or joint venture between the parties. Customer is solely responsible for determining whether the Services meet Customer’s technical, business, legal, or regulatory requirements. DG’s business partners and other third parties, including any third parties with which the Services have integrations or that are retained by Customer to provide consulting services, implementation services, or applications that interact with the Services, are independent of DG.
    8. Survival. Upon termination or expiration of this Agreement, all provisions that by their nature are intended to survive such termination or expiration will continue in full force and effect.
    9. Force Majeure. Except for payment obligations, neither party will be liable to the other party for any delay or failure to perform any obligation under this Agreement resulting from any cause beyond such party’s reasonable control, including, but not limited to, acts of God, acts of government, labor disputes, earthquake, storms, or other elements of nature, embargoes, riots, utility or telecommunication failures, public health emergencies (including pandemics and epidemics), acts of terrorism, or war.
    10. Notices. All notices under this Agreement will be in writing and deemed given: (i) on personal delivery; (ii) the first business day after sending by email; (iii) the first business day after being mailed by a recognized overnight delivery service; or (iv) on receipt after being sent by certified or registered mail, return receipt requested. Unless otherwise provided in this Agreement, notice to DG will be sent: (a) by email, to admin@dealground.com or (b) by mail, to DealGround, Inc., 822 College Ave #22, Kentfield CA 94914. Attn: Legal Department. DG will provide notices to Customer in writing to the contact details provided or via a message through the DG Services to the Account owner.
    11. Governing Law. This Agreement will be governed by the laws of the State of California, without reference to conflict of laws principles. Customer agrees to submit to the exclusive personal jurisdiction and venue in a court of general jurisdiction in Orange County, California.

‍