Terms of Service

Effective date: __________ · Last updated: __________

Draft — pending legal review. This document is a working draft prepared for vendor application purposes. It will be reviewed by counsel before public effective date. The bracketed items must be filled in by the operator before going live.

1. Agreement

These Terms of Service ("Terms") govern your access to and use of Absorption Pro (the "Service"), operated by [Legal Entity Name], a [State] limited liability company ("Absorption Pro," "we," "us," or "our"). By creating an account, accessing the Service, or clicking "Agree to Terms" through your authorized listing data provider's vendor interface, you ("User" or "you") agree to be bound by these Terms. If you do not agree, do not use the Service.

2. Eligibility

The Service is licensed exclusively to natural persons who are (a) currently licensed real estate agents or brokers in good standing in their jurisdiction; (b) members in good standing of a Listing Data Provider (defined below) that has authorized Absorption Pro as a back-office data vendor; and (c) at least eighteen (18) years of age. You represent and warrant that you meet these criteria continuously throughout your use of the Service. If your license, membership, or eligibility lapses, your access to the Service terminates automatically.

3. Listing Data and Authorization

"Listing Data Provider" means the listing service, association, board, or other organization from which you receive authorized access to listing data — including, without limitation, any Multiple Listing Service or comparable data source. "Listing Data" means the listing records, status histories, and related fields you receive from your Listing Data Provider.

The Service ingests Listing Data via an authorized application programming interface ("API") feed. You acknowledge and agree that:

Listing Data is licensed to you, the User, by your Listing Data Provider — not by Absorption Pro;
Absorption Pro processes Listing Data on your behalf, scoped to your individual authorization;
You will not use the Service to display Listing Data to consumers or the public, to syndicate or redistribute Listing Data to any third party, or in any manner that violates your Listing Data Provider's rules, your data license, or applicable law;
Your Listing Data Provider may, at its discretion, suspend or revoke Absorption Pro's vendor authorization, your individual data feed, or both. We will comply with such instructions immediately.

4. Permitted Use

The Service is a back-office analytical tool for licensed agents. You may use the Service to define cohorts, track cohort state, and generate analytical output for use in your professional work — including listing presentations, pricing recommendations, and buyer advisement — provided that all such use is consistent with these Terms, your Listing Data Provider's rules, and your fiduciary duties to your clients.

You agree not to:

Share your account credentials with any other person, including other licensed agents;
Use the Service to display, redistribute, syndicate, or scrape Listing Data;
Reverse engineer, decompile, or attempt to derive the source code of the Service;
Use the Service to develop a competing product;
Use the Service in violation of any applicable law, regulation, or professional rule of conduct.

5. Accounts

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at the address in Section 14 of any unauthorized access. We may suspend or terminate your account if we reasonably believe you have violated these Terms or your Listing Data Provider's rules.

6. Cohort Definitions and User Content

Cohort definitions, notes, annotations, and other content you create in the Service ("User Content") remain your property. You grant Absorption Pro a non-exclusive, royalty-free license to host, store, process, and display User Content solely as necessary to provide the Service to you. We will not use User Content to train any general-purpose machine learning model and will not share User Content with other Users.

7. Fees

During the beta period, the Service may be provided at no cost. We may introduce subscription fees with at least thirty (30) days' notice before any fee becomes effective for an existing User. Continued use of the Service after a fee takes effect constitutes acceptance.

8. Termination

You may terminate your account at any time by notifying us. We may terminate or suspend your account immediately if (a) your real estate license or Listing Data Provider membership lapses; (b) your Listing Data Provider revokes your or our data authorization; (c) you materially breach these Terms; or (d) we cease operating the Service. Upon termination, your access ends; we will delete or anonymize your User Content in accordance with our Privacy Policy and any applicable Listing Data Provider data-handling rules.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ABSORPTION PRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ABSORPTION PRO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT LISTING DATA WILL BE ACCURATE, CURRENT, OR COMPLETE. ANY OUTPUT OF THE SERVICE IS INFORMATIONAL ONLY AND IS NOT A SUBSTITUTE FOR THE USER'S PROFESSIONAL JUDGMENT.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ABSORPTION PRO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO ABSORPTION PRO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100). IN NO EVENT WILL ABSORPTION PRO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnification

You agree to indemnify and hold harmless Absorption Pro and its members, employees, and agents from any claim, demand, loss, or damages (including reasonable attorneys' fees) arising out of (a) your use of the Service in violation of these Terms or applicable law; (b) any breach of your Listing Data Provider's rules or your data license; or (c) your professional advice to clients, including any listing presentation, pricing recommendation, or buyer advisement informed by the Service.

12. Governing Law and Disputes

These Terms are governed by the laws of the State of [State], without regard to conflict-of-law principles. Any dispute arising out of or related to these Terms or the Service shall be brought exclusively in the state or federal courts located in [County, State], and you consent to personal jurisdiction in those courts.

13. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated by email or through the Service at least thirty (30) days before they take effect. Continued use of the Service after changes take effect constitutes acceptance.

14. Contact

Questions about these Terms may be sent to hello@absorptionpro.com or to the address listed on our Contact page.