Terms & Conditions

By using the Services, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the legal capacity and authority to enter into a binding contract; (c) if you are accepting these Terms on behalf of a company, brokerage, team, or other legal entity, you have full authority to bind that entity, and references to "Client" include that entity; and (d) your use of the Services does not violate any applicable law, regulation, or third-party agreement, including any agreement with your brokerage or any multiple listing service.

The Services are intended for use by licensed real estate professionals and businesses operating in the United States. The Services are offered for business purposes only and are not intended for personal, family, or household use. You agree that, to the fullest extent permitted by law, consumer protection statutes applicable to personal-use transactions do not apply to your use of the Services.

If you do not agree with any provision of these Terms, your sole and exclusive remedy is to discontinue use of the Services.

For purposes of these Terms, the following capitalized terms have the meanings set forth below:

• "AI Services" means any feature of the Services that uses artificial intelligence, machine learning, large language models, natural language processing, speech synthesis, speech recognition, or similar technologies, including without limitation the WinningRealtors AI voice agent ("Wynn"), AI chat assistants, AI-generated text, images, video, blog posts, social media content, property descriptions, lead scoring, behavioral insights, and automated follow-up communications.
• "AI Output" means any content, communication, response, recommendation, transcription, summary, prediction, or other material generated in whole or in part by the AI Services.
• "Client Content" means all data, text, images, listings, logos, trademarks, contact lists, and other materials that Client provides to the Company or uploads to the Services.
• "Deliverables" means websites, landing pages, email templates, marketing materials, social media content, funnels, automations, configurations, and any other work product developed, hosted, configured, or provided by the Company in connection with the Services.
• "End User" means any person who visits, calls, messages, or otherwise interacts with Client's websites, phone lines, communications, or other Deliverables, including leads, prospects, and customers of Client.
• "Order" means any order form, checkout page, plan selection, proposal, or statement of work accepted by the Company describing the Services purchased by Client.
• "Subscription Term" means the period during which Client maintains an active, fully paid subscription to the applicable Services.

Subject to these Terms and to Client's timely payment of all applicable fees, the Company will use commercially reasonable efforts to provide the Services described in the applicable Order. The Services are provided on a subscription basis and are hosted, managed, and controlled by the Company.

The Company reserves the right, in its sole and absolute discretion and at any time, to modify, enhance, replace, limit, suspend, or discontinue the Services or any feature, component, integration, template, or capacity thereof, in whole or in part, with or without notice. The Company shall have no liability to Client or to any third party for any such modification, limitation, suspension, or discontinuation.

The Company may establish, and may change at any time, general practices and limits concerning the use of the Services, including without limitation storage limits, sending limits, call minutes, content volumes, API usage, and AI usage allocations as described in Section 6 (AI Usage Limits; Fair Use).

Client is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Client's account, whether or not authorized by Client. Client agrees to notify the Company immediately of any unauthorized use of its account. The Company is not liable for any loss or damage arising from Client's failure to safeguard its credentials.

Client shall: (a) provide accurate, current, and complete information to the Company and keep such information updated; (b) cooperate reasonably with the Company in the setup, configuration, and ongoing operation of the Services, including providing timely access to domains, hosting, phone numbers, MLS/IDX credentials, social media accounts, and third-party platforms as reasonably requested; (c) use the Services only for lawful business purposes and in compliance with these Terms; and (d) be solely responsible for the acts and omissions of its employees, agents, contractors, and anyone accessing the Services through Client's account.

Client shall not, and shall not permit any third party to: (i) copy, modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Services or any Deliverable templates, prompts, workflows, or configurations; (ii) resell, sublicense, lease, rent, or otherwise make the Services available to any third party except End Users in the ordinary course of Client's real estate business; (iii) use the Services to send spam, engage in deceptive practices, or transmit unlawful, infringing, or harmful content; (iv) interfere with or disrupt the integrity or performance of the Services; (v) attempt to gain unauthorized access to the Services or related systems; or (vi) use the Services to develop a competing product or service.

CLIENT ACKNOWLEDGES AND AGREES THAT ARTIFICIAL INTELLIGENCE IS PROBABILISTIC AND EXPERIMENTAL IN NATURE AND THAT AI OUTPUT CAN BE, AND SOMETIMES WILL BE, INACCURATE, INCOMPLETE, OUTDATED, MISLEADING, INAPPROPRIATE, OR OTHERWISE INCORRECT. AI MAKES MISTAKES. THE COMPANY DOES NOT REPRESENT, WARRANT, OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, LEGALITY, OR FITNESS FOR ANY PURPOSE OF ANY AI OUTPUT.

Without limiting the foregoing, Client acknowledges that: (a) the AI voice agent may misunderstand callers, provide incorrect or incomplete answers, fail to answer or complete calls, mis-book or fail to book appointments, mis-transcribe conversations, or otherwise mishandle communications; (b) AI-generated content, including property descriptions, blog posts, emails, text messages, and social media posts, may contain factual errors, outdated market information, or statements that require correction before use; (c) AI-driven lead scoring, behavioral insights, and recommendations are estimates only and may be wrong; and (d) AI Output may occasionally resemble content generated for others, and the Company does not warrant that AI Output is unique or non-infringing.

CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, EDITING, AND APPROVING ALL AI OUTPUT BEFORE RELYING ON IT OR PUBLISHING, SENDING, OR OTHERWISE USING IT. Client's use of, reliance on, or publication of any AI Output is at Client's sole risk. The Company shall have no liability whatsoever for any loss, damage, claim, lost lead, lost transaction, lost commission, regulatory action, or other consequence arising out of or related to AI Output or the operation, unavailability, or failure of the AI Services.

AI Output is provided for general informational and marketing purposes only and does not constitute legal, financial, tax, investment, appraisal, brokerage, or other professional advice. Neither the Company nor the AI Services is acting as a real estate broker, salesperson, or fiduciary of Client or of any End User. Client remains solely responsible for all professional obligations owed to its clients and regulators.

The Company may, but is not obligated to, monitor, filter, or moderate AI Output. The Company may use inputs to, and outputs of, the AI Services, in de-identified or aggregated form, to operate, maintain, test, and improve the Services.

The AI Services are subject to usage allocations measured in tokens, minutes, messages, generations, or such other units as the Company may designate from time to time (collectively, "Usage Limits"). Unless otherwise stated in an applicable Order, Client's default allocation for normal usage of the AI Services is ten million (10,000,000) tokens per calendar month across all AI Services (the "Normal Usage Allocation"). Unused allocation does not roll over, has no cash value, and expires at the end of each calendar month.

THE COMPANY MAY, IN ITS SOLE AND ABSOLUTE DISCRETION AND AT ANY TIME, ESTABLISH, MODIFY, INCREASE, DECREASE, REALLOCATE, THROTTLE, OR OTHERWISE CHANGE ANY USAGE LIMIT, INCLUDING THE NORMAL USAGE ALLOCATION, FOR ANY CLIENT OR ALL CLIENTS, WITH OR WITHOUT NOTICE, AND WITHOUT LIABILITY TO CLIENT OR ANY THIRD PARTY. Changes may take effect immediately upon implementation, whether or not reflected in this document or communicated individually to Client.

If Client's usage exceeds, or in the Company's judgment is likely to exceed, the applicable Usage Limits, or if the Company determines in its sole discretion that Client's usage is excessive, abusive, automated, anomalous, or inconsistent with ordinary business use, the Company may, without notice and without liability: (a) throttle, queue, delay, or deprioritize Client's use of the AI Services; (b) suspend or restrict access to the AI Services or the Services generally; (c) require Client to purchase additional capacity at the Company's then-current rates; and/or (d) invoice Client for excess usage, which Client agrees to pay upon receipt.

The Company's measurements of usage, as recorded by the Company's systems, shall be conclusive and binding for all purposes, absent manifest error.

Client shall pay all fees set forth in the applicable Order, without deduction or setoff. Unless otherwise stated in an Order, all subscriptions bill monthly in advance and renew automatically each month until cancelled. Client authorizes the Company and its payment processors to charge Client's payment method on file for all fees when due, including recurring subscription fees, excess usage fees, and applicable taxes.

The Company may change its prices, plans, and fee structures at any time. Price changes will apply to Client no earlier than the start of Client's next billing cycle. Continued use of the Services after a price change takes effect constitutes acceptance of the new prices.

ALL FEES ARE NON-REFUNDABLE, INCLUDING IN THE EVENT OF DOWNGRADE, CANCELLATION, SUSPENSION, OR TERMINATION FOR ANY REASON, EXCEPT WHERE A REFUND IS EXPRESSLY REQUIRED BY APPLICABLE LAW. Partial billing periods are not prorated or refunded.

Amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and Client shall reimburse the Company for all costs of collection, including reasonable attorneys' fees. The Company may suspend the Services, including Client's website, CRM, phone numbers, and automations, for any account that is past due, without notice and without liability. Client is responsible for all sales, use, excise, and similar taxes arising from the Services, other than taxes on the Company's net income.

Client acknowledges and agrees that the Company has the right, and Client hereby grants the Company a worldwide, royalty-free, irrevocable license during and after the Subscription Term, to place and maintain the Company's name, logo, trademarks, and/or a hyperlink to the Company's website (for example, "Powered by WinningRealtors" or "Built by WinningRealtors") on, in, or within any and all Deliverables, including without limitation Client websites, landing pages, buyer and seller portals, email footers, text message signatures, social media content, videos, and any other materials developed, hosted, configured, or provided by the Company (collectively, "Attribution").

The form, size, placement, and wording of the Attribution shall be determined by the Company in its reasonable discretion. Client shall not remove, obscure, alter, or disable any Attribution without the Company's prior written consent, which the Company may grant, condition (including upon payment of a white-label fee), or withhold in its sole discretion. Any unauthorized removal of Attribution constitutes a material breach of these Terms.

Attribution does not create any partnership, joint venture, agency, or endorsement of Client by the Company, and the Company assumes no responsibility for Client's business, listings, representations, or conduct by virtue of the Attribution.

Client hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, publish, display, and distribute Client's name, business name, team name, brokerage name (to the extent Client is authorized to grant it), logo, trademarks, photograph, likeness, voice, testimonials, reviews, feedback, campaign statistics, performance results, and screenshots or recordings of Deliverables, in each case in whole or in part, in the Company's marketing, advertising, sales, and promotional materials, in any media now known or later developed, including without limitation the Company's website, case studies, portfolios, social media, email campaigns, paid advertising, webinars, and sales presentations.

This license includes the right to identify Client as a customer of the Company and to describe, summarize, or characterize the work performed for Client and the results achieved. The Company may edit, excerpt, and reformat testimonials and feedback for length and clarity, provided the substance is not materially misrepresented.

Any feedback, suggestions, ideas, or improvement requests that Client provides to the Company are provided voluntarily, and the Company may use and exploit them for any purpose without restriction, attribution, or compensation to Client.

This Section survives cancellation, expiration, or termination of these Terms for any reason. If Client wishes to have specific materials removed from future Company marketing, Client may submit a written request to [email protected], which the Company will consider in good faith in its discretion; the Company shall have no obligation to recall or remove materials already published or distributed.

As between the parties, the Company owns and retains all right, title, and interest in and to the Services and all Deliverables, including without limitation all software, source code, object code, platform infrastructure, templates, themes, designs, layouts, prompts, AI models and configurations, workflows, automations, scripts, integrations, documentation, know-how, trade secrets, and all intellectual property rights therein, together with all modifications, enhancements, and derivative works thereof, whether created before, during, or after the Subscription Term, and whether or not created at Client's request or with Client's input. No provision of these Terms shall be construed as a work-made-for-hire arrangement or as an assignment of any Company intellectual property to Client.

Subject to Client's continued compliance with these Terms and timely payment of all fees, the Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term only, to access and use the Services and Deliverables solely for Client's internal business purposes in the ordinary operation of Client's real estate business. This license terminates automatically and immediately upon expiration, cancellation, suspension, or termination of Client's subscription for any reason, at which point the Company may disable, take down, or repurpose any hosted Deliverables without liability.

Client retains ownership of Client Content and of Client's own pre-existing trademarks and materials. As between Client and the Company, Client owns its End User lead records (names and contact details submitted by End Users); upon written request made within thirty (30) days after termination of a fully paid account, the Company will make a commercially reasonable, one-time export of such lead records available to Client, in a format chosen by the Company.

"WinningRealtors," "Wynn," and associated logos are trademarks of WinningRealtors, LLC. Nothing in these Terms grants Client any right to use the Company's trademarks except as expressly authorized in writing.

Client grants the Company a worldwide, royalty-free license to host, store, copy, transmit, display, process, adapt, and otherwise use Client Content as necessary or useful to provide, maintain, secure, and improve the Services and to exercise the Company's rights under these Terms.

Client represents and warrants that: (a) Client owns or has all rights, licenses, consents, and permissions necessary to provide the Client Content and to grant the licenses in these Terms; (b) the Client Content, and the Company's authorized use thereof, does not and will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any person, or any law or regulation; (c) all information Client provides about itself, its licensure, and its business is truthful and accurate; and (d) Client has obtained, and will maintain, all consents required from End Users for the collection, use, recording, and processing of their information and communications through the Services, including consents required for calls, text messages, call recording, and AI-assisted interactions.

The Company does not pre-screen Client Content but may remove, disable, or refuse to publish any Client Content at any time, in its sole discretion, without notice or liability, including content the Company believes may be unlawful, infringing, deceptive, or harmful to the Company's reputation or systems.

Client acknowledges that the real estate industry and outbound marketing are heavily regulated, and that legal requirements vary by jurisdiction and change frequently. AS BETWEEN CLIENT AND THE COMPANY, CLIENT IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ITS OWN LEGAL AND REGULATORY COMPLIANCE IN CONNECTION WITH ITS USE OF THE SERVICES, and the Company assumes no responsibility for, and makes no representation regarding, the compliance of the Services, any Deliverable, any AI Output, or any campaign with laws applicable to Client's business.

Without limiting the foregoing, Client is solely responsible for compliance with: (a) the Telephone Consumer Protection Act (TCPA), state mini-TCPA statutes, Do-Not-Call registries, and all telemarketing, robocall, autodialer, artificial-voice, and call-recording consent laws; (b) the CAN-SPAM Act and other email and text messaging laws; (c) the federal Fair Housing Act, state and local fair housing and anti-discrimination laws, and advertising rules applicable to real estate; (d) RESPA, state real estate license law, brokerage supervision requirements, team advertising rules, and required disclosures; (e) MLS, IDX, and association rules, policies, and data license terms; and (f) all privacy and data protection laws applicable to Client's collection and use of End User information.

Client is solely responsible for reviewing all outbound communications, scripts, automations, and content, whether or not AI-generated, for legal compliance before activation, and for configuring consent capture, disclosures, opt-outs, and quiet hours appropriate to Client's jurisdictions. Any compliance-related feature the Company may provide is offered as a convenience only and is not legal advice or a guarantee of compliance.

The Services interoperate with and depend upon services owned and controlled by third parties, including without limitation MLS and IDX data feeds, telephony and text messaging carriers, AI model providers, hosting and infrastructure providers, payment processors, calendar systems, email providers, and social media platforms (collectively, "Third-Party Services"). Client's use of Third-Party Services is governed by the applicable third party's terms, and Client is responsible for complying with them.

The Company does not control Third-Party Services and is not responsible or liable for their availability, accuracy, performance, security, pricing, data practices, or any changes to or discontinuation of them. Listing data displayed through IDX feeds is provided by third parties, may be delayed, incomplete, or inaccurate, and is not verified by the Company. If a Third-Party Service changes or terminates in a way that affects the Services, the Company may modify or discontinue the affected functionality without liability.

THE COMPANY DOES NOT PROMISE, GUARANTEE, OR WARRANT ANY PARTICULAR OUTCOME OR RESULT FROM THE SERVICES, INCLUDING WITHOUT LIMITATION ANY NUMBER OR QUALITY OF LEADS, APPOINTMENTS, CALLS ANSWERED, LISTINGS, CLOSINGS, COMMISSIONS, REVENUE, SEARCH ENGINE RANKINGS, WEBSITE TRAFFIC, SOCIAL MEDIA ENGAGEMENT, OR FOLLOWER GROWTH.

Any statistics, case studies, testimonials, or examples presented on the Company's website or in its marketing materials, including multipliers such as conversion or engagement figures, describe results that some customers have reported under particular conditions. They are illustrative only, are not typical, and are not a promise or prediction of Client's results, which depend on factors outside the Company's control, including Client's market, effort, follow-up, budget, reputation, and general market conditions.

THE SERVICES, THE DELIVERABLES, ALL AI SERVICES AND AI OUTPUT, AND ALL RELATED CONTENT AND MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA WILL NOT BE LOST, CORRUPTED, OR DELAYED; THAT ANY CALL, MESSAGE, OR LEAD WILL BE CAPTURED, ANSWERED, ROUTED, OR RECORDED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICES, INCLUDING FROM ANY AI SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU; IN THAT EVENT, ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM FIRST USE OF THE SERVICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, COMMISSIONS, BUSINESS, GOODWILL, DATA, LEADS, OR ANTICIPATED SAVINGS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES, FROM ALL CLAIMS OF ANY KIND, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO THE COMPANY FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US $100), WHICHEVER IS GREATER.

WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO: (A) ANY AI OUTPUT OR THE PERFORMANCE, NON-PERFORMANCE, OR UNAVAILABILITY OF ANY AI SERVICE; (B) ANY MISSED, DROPPED, MISROUTED, UNANSWERED, OR MISHANDLED CALL, MESSAGE, OR LEAD; (C) ANY THIRD-PARTY SERVICE; (D) ANY CHANGE TO USAGE LIMITS; (E) ANY SUSPENSION, TAKEDOWN, OR TERMINATION PERMITTED BY THESE TERMS; (F) CLIENT'S VIOLATION OF ANY LAW OR THIRD-PARTY RIGHT; OR (G) ANY LOSS OR CORRUPTION OF DATA.

THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT THE COMPANY WOULD NOT PROVIDE THE SERVICES AT THESE FEES WITHOUT THESE LIMITATIONS, WHICH SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NO CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MAY BE BROUGHT BY CLIENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.

Client shall defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, contractors, agents, suppliers, and licensors (collectively, the "Company Parties") from and against any and all claims, demands, actions, investigations, proceedings, damages, losses, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use or misuse of the Services, the Deliverables, or any AI Output; (b) Client Content; (c) Client's breach of these Terms or of any representation or warranty herein; (d) Client's violation of any applicable law or regulation, including without limitation the TCPA, CAN-SPAM, fair housing laws, call-recording laws, real estate license law, and MLS/IDX rules; (e) Client's violation of any right of any third party, including End Users, other agents, brokerages, and content owners; and (f) any dispute between Client and any End User or other third party.

The Company shall have the right, at its option and at Client's expense, to assume the exclusive defense and control of any matter subject to indemnification by Client, and Client shall not settle any such matter in a manner that imposes any obligation or admission on any Company Party without the Company's prior written consent. This Section survives termination of these Terms.

These Terms take effect upon Client's first access to or use of the Services and continue until terminated as provided herein. Client may cancel its subscription at any time by written notice to [email protected]; cancellation takes effect at the end of the then-current billing cycle, and fees already paid or accrued are not refunded.

The Company may suspend or restrict Client's access to any or all of the Services immediately, with or without notice and without liability, if the Company believes, in its sole discretion, that: (a) Client is in breach of these Terms; (b) Client's account is past due; (c) Client's use poses a security, legal, reputational, or operational risk to the Company, the Services, or any third party; (d) suspension is required by law or by a Third-Party Service; or (e) Client's usage is abusive or exceeds applicable Usage Limits.

The Company may terminate these Terms and Client's access to the Services for any reason or no reason upon notice to Client, and may terminate immediately and without notice for cause. Upon any expiration or termination: (i) all licenses granted to Client terminate immediately; (ii) the Company may deactivate, take offline, or delete Client's websites, funnels, automations, phone numbers, and hosted Deliverables and, after thirty (30) days, any stored data, without liability; (iii) all fees accrued through the effective date of termination become immediately due; and (iv) Sections of these Terms that by their nature should survive (including Attribution, Publicity, Intellectual Property, Indemnification, Disclaimers, Limitation of Liability, Dispute Resolution, and Miscellaneous) shall survive.

The Company may revise these Terms at any time in its sole discretion. The revised Terms will be posted at this page with an updated effective date, and posting constitutes notice to Client. THE REVISED TERMS TAKE EFFECT IMMEDIATELY UPON POSTING, AND CLIENT'S CONTINUED ACCESS TO OR USE OF THE SERVICES AFTER POSTING CONSTITUTES ACCEPTANCE OF THE REVISED TERMS. The Company has no obligation to provide individual notice of changes. Client is responsible for reviewing these Terms periodically. If Client does not agree to any revision, Client's sole remedy is to cancel its subscription and cease using the Services before the revision applies to Client.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH CLIENT MAY SEEK RELIEF.

Informal Resolution. Before initiating any proceeding, the party asserting a dispute shall first send a written description of the dispute to the other party (to the Company at [email protected]) and the parties shall attempt in good faith to resolve the dispute within thirty (30) days.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Maricopa County, Arizona, conducted in English. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees and its share of arbitration fees, except as the applicable rules or the arbitrator may otherwise require, and except that the arbitrator shall award the Company its reasonable attorneys' fees and costs if the Company prevails.

CLASS ACTION WAIVER. ALL PROCEEDINGS SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. CLIENT AND THE COMPANY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.

Exceptions. Either party may bring an individual claim in small claims court, and the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or the security of the Services, and to collect unpaid fees.

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Arizona and applicable United States federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration provisions above, the exclusive venue for any permitted court proceeding shall be the state and federal courts located in Maricopa County, Arizona, and each party irrevocably consents to the personal jurisdiction of such courts.

Force Majeure. The Company shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental actions, utility or internet failures, carrier or Third-Party Service outages, cyberattacks, and failures of AI model providers.

Severability. If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and reformed to reflect the parties' intent, and the remaining provisions shall remain in full force and effect. If the Class Action Waiver is found unenforceable as to a particular claim, then that claim (and only that claim) shall proceed in court rather than arbitration.

Assignment. Client may not assign or transfer these Terms or any rights hereunder without the Company's prior written consent, and any attempted assignment in violation of this Section is void. The Company may freely assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets.

No Waiver; Interpretation. No failure or delay by the Company in exercising any right shall operate as a waiver. Headings are for convenience only. The words "including" and "include" mean "including without limitation." These Terms shall not be construed against the drafting party.

Relationship; No Third-Party Beneficiaries. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment, fiduciary, or agency relationship. Except for the Company Parties, who are intended beneficiaries of the indemnification, disclaimer, and limitation provisions, there are no third-party beneficiaries of these Terms.

Notices. The Company may provide notices to Client by email to the address on file, by posting within the Services, or by posting to the Company's website, and such notices are deemed given when sent or posted. Notices to the Company must be sent in writing to [email protected].

Entire Agreement. These Terms, together with the Privacy Policy and any Orders, constitute the entire agreement between the parties regarding the Services and supersede all prior and contemporaneous agreements, proposals, and communications, whether oral or written. In the event of a conflict, an executed Order controls over these Terms solely with respect to its subject matter.

Questions about these Terms may be directed to: WinningRealtors, LLC, Email: [email protected], Phone: (805) 434-5226.