Legal

Terms of Service

Version 2026-05-03 · Effective May 3, 2026

Last Updated: May 3, 2026

1. DEFINITIONS

For purposes of these Terms:

Other defined terms have the meanings given when first used.

2. ACCEPTANCE, ELIGIBILITY & AUTHORITY

2.1 Acceptance. By creating an account, accessing the Service, clicking "I agree," signing electronically, or using any feature of the Service, you accept and are bound by these Terms, the Privacy Policy at https://kiey.com/privacy-policy, the AUP at Schedule B, the Data Processing Addendum at https://kiey.com/dpa (where applicable), and all incorporated schedules. If you do not agree, you must not access or use the Service.

2.2 Eligibility. You represent and warrant that you (a) are at least 18 years old (or the age of majority in your province or state, whichever is greater); (b) have full legal capacity to enter into a binding contract; (c) are not barred from receiving the Service under U.S. or Canadian law, or the law of any other applicable jurisdiction; (d) are not located in a country subject to a U.S. or Canadian government embargo or designated as a "terrorist supporting" country; and (e) are not on any U.S. or Canadian government list of prohibited or restricted parties (including OFAC SDN, the Canadian Consolidated List, and successor lists).

2.3 Authority. If you are entering into these Terms on behalf of a company, brokerage, or other legal entity, you represent and warrant that you have full authority to bind that entity, that the entity is duly organized and in good standing, and that the entity will be bound to these Terms. References to "you" include both you individually and the entity.

2.4 Real-Estate Licensing. Each Agent represents and warrants that they hold a valid, unsuspended real-estate license in every U.S. state, Canadian province or territory, or other jurisdiction in which they conduct real-estate activity (including but not limited to U.S. state real-estate commissions, Canadian provincial real-estate councils, RECO, RECA, OREA, BCFSA, OACIQ, and analogous bodies), and will maintain that license in good standing. Loss, suspension, or revocation of any required license must be reported to Kiey within seventy-two (72) hours and may result in immediate suspension of the Agent's access.

2.5 No Reliance. You acknowledge that you have not relied on any representation, statement, or warranty of Kiey not expressly set forth in these Terms.

3. ACCOUNT REGISTRATION & SECURITY

3.1 Accurate Information. You agree to provide true, accurate, current, and complete information at registration and to maintain that information. Kiey may verify any information at any time and may suspend or terminate accounts based on inaccurate, misleading, or fraudulent information.

3.2 Account Credentials. You are responsible for maintaining the confidentiality of all credentials and for all activity under your account, whether or not authorized by you. You must notify Kiey immediately of any actual or suspected unauthorized access at support@kiey.com.

3.3 Multiple Accounts Permitted. A single individual or entity may maintain multiple accounts on the Service, including separate accounts for separate Real Estate Teams, brands, business entities, or roles. Each account is independently bound to these Terms and independently subject to Fees, license obligations, and Market Exclusivity terms.

3.4 Multi-Team Logins. Where the Service supports a single login spanning multiple Real Estate Teams, you are responsible for selecting the correct Real Estate Team context for each action. Kiey is not liable for actions taken in the wrong Real Estate Team context.

3.5 Sub-Users. Real Estate Team Owners may invite Agents, Vendors, Employees, and Clients into their Real Estate Team. Real Estate Team Owners are solely responsible for: (a) the identity, qualifications, and conduct of every person they invite; (b) the licenses, certifications, and credentials of invited Vendors and Agents; (c) compliance by sub-users with these Terms and applicable law; (d) all Fees attributable to their use; and (e) all acts and omissions of sub-users in connection with the Service. See Section 12A (Real Estate Team Responsibility for Vendors and Agents Invited to the Service) for additional, non-cumulative obligations.

4. THE SERVICE

4.1 Scope. Kiey grants you a non-exclusive, non-transferable, non-sublicensable, revocable right during the term of these Terms to access and use the Service for your internal business purposes only, in compliance with these Terms.

4.2 Modifications. Kiey may, at any time and in its sole discretion, modify, add, remove, or discontinue any feature of the Service, including AI Features, vendor-matching algorithms, market-definition methodology, user interfaces, and integrations. Kiey will provide reasonable notice of materially adverse changes to paid features but is not required to do so for cosmetic, security, performance, bug-fix, or back-end changes.

4.3 Beta and Preview Features. Kiey may make beta, preview, alpha, or experimental features available. Such features are provided AS IS, without warranty, and may be modified or removed at any time. Beta features may be subject to additional terms.

4.4 No SLA. Unless Kiey enters into a separate written service-level agreement with you, the Service is provided without any guarantee of uptime, availability, or performance. Kiey may schedule or take unscheduled downtime for maintenance, security, capacity, or any other reason.

4.6 Accessibility. Kiey uses commercially reasonable efforts to provide an accessible Service consistent with WCAG 2.1 Level AA guidance. Accessibility issues may be reported to support@kiey.com. Real Estate Teams remain responsible for their own ADA / AODA / Quebec accessibility-law compliance with respect to their Clients.

4.5 Updates. You are responsible for installing updates to client applications. Kiey may end-of-life older client versions on notice and may require updates as a condition of continued access.

5. SUBSCRIPTION PLANS, PRICING FORMULA & BILLING

5.1 Plan Eligibility. Kiey may offer the Service on free, calculated, custom, enterprise, partner, or promotional terms in its sole discretion. Plan eligibility is granted, modified, or revoked by Kiey on notice, except as constrained by an active paid Subscription.

5.2 Pricing Formula. The Pricing Formula for Calculated-Mode Real Estate Teams is:

Monthly Fee = the greater of (i) USD $295.00 (the minimum, which covers any Market with Population from 0 to 295,000); or (ii) USD $1.00 for each 1,000 residents of Population in the Market (rounded up to the next whole dollar).

The Pricing Formula is restated in Schedule A. Kiey may update the Pricing Formula under Section 7.

5.3 Override Pricing. Kiey may, at its sole discretion, set a Real Estate Team's Fee at an amount different from the formula-calculated value (an "Override Price"), including discounts, promotional pricing, partner pricing, strategic regional pricing, or higher pricing where commercial circumstances warrant. Override Prices are not precedent and may be modified or removed by Kiey at any time on notice.

5.4 Billing Cycle. Subscriptions are billed monthly in advance. The first billing cycle begins on the date Kiey confirms successful Stripe Checkout for the Subscription ("Activation Date"). Subsequent billing cycles renew automatically every calendar month on the same calendar day, or the last day of the month if the Activation Date does not exist in a given month.

5.5 Payment Method. You authorize Kiey, through Stripe, to charge your designated payment method for all Fees, including renewals, additional Fees from added Markets, taxes, and any reasonable fees, charges, or amounts owed. You must keep payment information current. Stripe handles payment-card processing and may compute applicable U.S. state and local sales tax, Canadian GST/HST/PST/QST, and analogous taxes only where Kiey has enabled and configured Stripe Tax for the relevant jurisdiction; otherwise tax computation, registration, and remittance are governed by Section 10.

5.6 Currency. All Fees are billed in U.S. dollars (USD), unless Kiey expressly invoices in Canadian dollars (CAD) or another currency for a particular Real Estate Team. Currency conversion costs imposed by your card issuer or bank are your responsibility.

5.7 Receipts and Invoices. Receipts and invoices are made available within your account at admin.kiey.com on the Account / Billing page, and are also delivered by email through Stripe at the time of each charge. You are responsible for retrieving and retaining them for your records. Kiey is not obligated to deliver paper invoices.

5.8 No Setoff. You may not set off any amounts owed to you against Fees due to Kiey.

6. AUTO-RENEWAL, CANCELLATION & REFUNDS

6.1 Auto-Renewal. YOUR SUBSCRIPTION AUTOMATICALLY RENEWS EACH MONTH AT THE THEN-CURRENT FEE UNTIL CANCELLED IN ACCORDANCE WITH THIS SECTION 6. By subscribing, you authorize recurring monthly charges.

6.2 Cancellation by You. You may cancel your Subscription at any time by submitting a cancellation request through the in-Service "Manage Billing" or Stripe Customer Portal. Cancellation is effective thirty (30) calendar days after the date the cancellation request is submitted (the "Cancellation Effective Date"). Throughout the 30-day notice window:

6.3 Prorated Refund. Upon the Cancellation Effective Date, Kiey will credit or refund the unused portion of any Fees paid for the final billing cycle, calculated as: (days remaining in final cycle on Cancellation Effective Date / total days in final billing cycle) × Fee paid for final cycle. No refund is provided for any prior billing cycle, partial-day usage already consumed, taxes already remitted, or third-party processing fees. Refunds are issued via the original payment method through Stripe and may take up to fourteen (14) business days to appear.

6.4 Cancellation Channel. Cancellation requests must be submitted through the in-Service "Cancel Subscription" button on the Account / Billing page at admin.kiey.com (a single-click cancellation flow), or through the Stripe Customer Portal. Email, phone, chat, social-media, or letter requests do not constitute valid notice and will not start the 30-day window.

6.5 Cancellation by Kiey. Kiey may cancel any Subscription, suspend access, or terminate this Agreement immediately for cause as set forth in Sections 8, 24, and 25. Where Kiey terminates without cause, Kiey will provide thirty (30) days' written notice and refund prorated unused Fees on the same basis as Section 6.3.

6.6 No Refunds Outside Section 6.3. Except as expressly stated in Section 6.3 or as required by non-waivable law, all Fees are non-refundable. This includes — without limitation — voluntary non-use, dissatisfaction, loss of license, market changes, business closure, or any other reason not expressly enumerated.

6.7 Effect of Cancellation. Upon the Cancellation Effective Date:

7. PRICING CHANGES & POPULATION RECALCULATION

7.1 Right to Change Pricing. KIEY EXPRESSLY RESERVES THE RIGHT TO MODIFY THE PRICING FORMULA, MINIMUM FEE, INCREMENTAL FEE, OR ANY OTHER ELEMENT OF SUBSCRIPTION PRICING AT ANY TIME. Material increases to your then-current Fee will take effect no sooner than thirty (30) calendar days after Kiey provides notice (by email to the Real Estate Team Owner's address of record or in-Service notification). Continued use of the Service after the effective date constitutes acceptance. If you do not agree, your sole remedy is to cancel under Section 6.

7.2 Population Recalculation. Markets are priced based on Population, which is calculated from public data sources updated periodically. Population may increase or decrease over time. Recalculation of your Fee within the existing Pricing Formula due to updated Population data is not a price change requiring notice under Section 7.1, and will take effect at the next billing cycle following recalculation. Kiey will use commercially reasonable efforts to use reasonably current data but does not warrant the accuracy of any third-party data source.

7.3 ZIP / Market Boundary Adjustments. Kiey may, on reasonable notice and at its sole discretion, adjust the ZIP codes that compose any Market, redraw Market boundaries, split Markets, merge Markets, or reclassify Markets in response to Census redistricting, USPS ZIP changes, regulatory developments, or operational needs. Such adjustments may change your Fee at the next billing cycle.

7.4 No Vested Right in Price. No prior Fee, Override Price, promotional rate, or grandfathered status creates any vested right or expectation of continued pricing.

8. PAYMENT FAILURE, GRACE PERIOD & SUSPENSION

8.1 Failed Payments. If a payment fails, Kiey (through Stripe) may automatically retry the charge up to three (3) times over a seven (7)-day grace period (the "Grace Period").

8.2 Notice. Kiey will use commercially reasonable efforts to notify the Real Estate Team Owner of payment failure by email and in-Service banner. You are responsible for monitoring the email address on file.

8.3 Suspension After Grace Period. If all retries fail at the end of the Grace Period:

8.4 Reactivation. A suspended Subscription may be reactivated, at Kiey's sole discretion, upon payment of all outstanding Fees plus a reactivation fee not to exceed one (1) month's Fee. Reactivation does not restore previously held Market Exclusivity, which may have been claimed by another party.

8.5 Late Fees. Past-due Fees accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable attorneys' fees and collection costs.

9. CHARGEBACKS & PAYMENT DISPUTES

9.1 Good-Faith Dispute First. You agree to contact Kiey at billing@kiey.com to attempt to resolve any billing concern in good faith for at least fourteen (14) days before initiating a chargeback or dispute with your card issuer or bank. Initiating a chargeback without first contacting Kiey constitutes a material breach.

9.2 Effect of Chargeback. Initiation of a chargeback may, at Kiey's discretion: (a) immediately suspend your account; (b) result in immediate forfeiture of Market Exclusivity; (c) result in termination of the Subscription; (d) trigger a chargeback-handling fee of up to USD $50 per chargeback; and (e) require payment in advance for any future use.

9.3 Improper Chargebacks. You agree that any chargeback for Fees properly invoiced under these Terms is improper. Kiey may pursue collection of disputed amounts, including attorneys' fees and costs, regardless of the chargeback outcome.

10. TAXES

10.1 Tax Exclusive. All Fees are exclusive of taxes, duties, levies, withholdings, and similar government-imposed amounts ("Taxes"). You are responsible for all Taxes other than Kiey's net-income taxes.

10.2 Tax Collection. Where Kiey is required to collect and remit Taxes (including but not limited to U.S. state and local sales/use tax in jurisdictions where Kiey has economic or physical nexus, Canadian federal GST/HST, Quebec QST, and Saskatchewan, Manitoba, and British Columbia PST), Kiey may add such Taxes to invoices. Real Estate Teams acknowledge that SaaS taxability and economic-nexus thresholds vary by U.S. state and Canadian province, and that taxability may change over time. Where Kiey has not yet registered or commenced collection in a particular jurisdiction, the Real Estate Team remains responsible under Section 10.1 for self-assessment and remittance of any applicable use tax or analogous tax.

10.3 Tax IDs. You agree to provide accurate tax identification information on request and to update it when changed.

10.4 Indemnity. You will indemnify and hold Kiey harmless from any Taxes for which you are responsible, including penalties and interest.

11. MARKET EXCLUSIVITY

This Section 11 contains the most important commitments and disclaimers regarding Market Exclusivity. Read it carefully.

11.1 Definition. Market Exclusivity is a contractual commitment by Kiey, during the term of an active, paid-in-full Subscription, not to enter into a paid Subscription with another Real Estate Team Owner whose primary Market substantially overlaps yours, as determined by Kiey in good faith. Markets may be defined using U.S. ZIP codes, Canadian Forward Sortation Areas (FSAs), or other postal or census geographies as Kiey makes available from time to time.

11.2 PLATFORM-ONLY; NO LEGAL OR TERRITORIAL MONOPOLY. MARKET EXCLUSIVITY IS A PLATFORM-LEVEL CONTRACTUAL COMMITMENT ONLY. Market Exclusivity:

11.3 NOT LIFETIME; CONDITIONAL. Market Exclusivity:

11.4 No Vested Property Right. You acknowledge and agree that Market Exclusivity is not real property, intellectual property, a license, a franchise, or a transferable interest, and that no provision of these Terms creates any property right in any geographic area, ZIP code, address, or homeowner.

11.5 Forfeiture. Market Exclusivity is automatically and permanently forfeited upon any of the following:

Forfeited Markets and ZIPs are returned to Kiey's available pool and may be claimed by another Real Estate Team Owner. You have no right of first refusal on a forfeited Market.

11.6 No Assignment or Transfer. You may not assign, transfer, sublicense, sell, lease, gift, devise, or otherwise convey Market Exclusivity (or any element of it) to any other person, in whole or in part, without Kiey's prior written consent, which Kiey may grant or withhold at its sole discretion. Any purported transfer in violation of this Section is void.

11.7 Waitlist; No Guarantee. Kiey may maintain a waitlist for Markets that are unavailable. Joining the waitlist:

Kiey may at any time release a Market to the waitlist, claim from the waitlist, reorder the waitlist, or remove individuals from the waitlist.

11.8 Discretionary Operations. Kiey may, at its sole discretion:

11.9 Multi-Market Subscriptions. A Real Estate Team Owner may hold multiple Markets, each priced separately under the Pricing Formula and subject to all the foregoing terms.

11.10 Notice of Disputes Concerning Exclusivity. Disputes concerning Market Exclusivity, including overlap claims, must be submitted to disputes@kiey.com and are subject to Section 27. Kiey's good-faith determinations on overlap, ZIP composition, and Population are final and binding absent manifest error.

12. VENDOR MATCHING & VENDOR CONDUCT

12.1 Marketplace Role. Kiey operates a marketplace to facilitate connections among Agents, Vendors, and Clients. Kiey is not a party to any service agreement, contract, transaction, or engagement between or among Users.

12.2 No Endorsement. Kiey does not endorse, certify, vouch for, or guarantee the qualifications, licensing, insurance, conduct, workmanship, pricing, or performance of any Vendor, Agent, or other User. Inclusion in vendor-match results, search results, or AI suggestions is not an endorsement.

12.3 Vendor Qualification. Vendors are solely responsible for:

12.4 Independent Contractor. Vendors are independent third parties and are not employees, agents, partners, joint-venturers, or representatives of Kiey. Vendors do not act on behalf of Kiey.

12.5 Client Responsibility. Clients are responsible for verifying Vendor credentials, references, insurance, and pricing before engaging any Vendor. Kiey strongly recommends obtaining written proposals, license verification, certificates of insurance, and references before any work begins.

12.6 No Liability for Vendor Acts. Without limiting Section 22, Kiey is not liable for: defective, incomplete, untimely, or harmful work performed by any Vendor; theft, damage, injury, or death caused by a Vendor; warranty failures; price disputes; misrepresentation by a Vendor; or any other act, omission, or breach by a Vendor.

12.7 Reporting Vendor Misconduct. Suspected misconduct, safety incidents, fraud, or unlicensed activity should be reported to support@kiey.com. Kiey may, at its discretion, investigate, suspend, or remove any User but has no obligation to do so.

12A. REAL ESTATE TEAM RESPONSIBILITY FOR VENDORS AND AGENTS INVITED TO THE SERVICE

This Section 12A is a material allocation of risk. Read it carefully.

12A.1 Kiey is a Technology Platform Only. Kiey provides software that enables Real Estate Teams to organize, communicate with, and refer work among Vendors, Agents, Employees, and Clients of the Real Estate Team's own choosing. Kiey does not select, screen, vet, license-verify, insure, certify, train, supervise, monitor in real time, or guarantee the conduct, qualifications, workmanship, ethics, honesty, financial responsibility, or fitness of any Vendor, Agent, Employee, or Client invited to the Service by a Real Estate Team or its Owner or Agents. Kiey is not a marketplace operator that curates Vendors, an employment agency, a referral service in the regulated sense, a contractor, a brokerage, an insurer, or a guarantor.

12A.2 The Real Estate Team Bears Full Vetting Responsibility. Each Real Estate Team Owner, and each Agent acting on behalf of a Real Estate Team, is solely and fully responsible for the selection, vetting, qualification, onboarding, supervision, and continued monitoring of every Vendor, Agent, Employee, and Client they invite to the Service. This responsibility includes, at minimum, the following diligence performed before invitation and reaffirmed periodically thereafter:

The list above is illustrative, not exhaustive. The Real Estate Team must perform whatever additional diligence is reasonable under the circumstances and required by applicable law.

12A.3 Recommendations Are the Real Estate Team's, Not Kiey's. When a Real Estate Team or its Agent recommends, refers, suggests, or connects a Client to a Vendor (whether through the Service's vendor-matching feature, AI-assisted suggestions, manual messaging, or any other means), the recommendation is made by the Real Estate Team, in its name and on its responsibility — not by Kiey. The Real Estate Team represents and warrants to the Client (and acknowledges to Kiey) that the Real Estate Team has performed the diligence described in Section 12A.2 and that the recommendation is offered in good faith based on that diligence. Kiey does not endorse, certify, vouch for, or guarantee any Vendor or Agent that appears in vendor-matching results, AI suggestions, search results, or any other surface of the Service.

12A.4 No Reliance on Kiey for Vendor Vetting. Real Estate Teams expressly acknowledge and agree that they may not rely, and they have not relied, on Kiey to perform any portion of the diligence described in Section 12A.2. Any verification, screening, badge, status indicator, certification mark, "verified" label, rating, score, ranking, list position, or similar feature that Kiey may from time to time make available within the Service is provided for convenience only, is not a representation by Kiey of any Vendor's or Agent's qualifications, and is not a substitute for the Real Estate Team's independent diligence. Real Estate Teams may not represent to any Client that Kiey has vetted, screened, certified, endorsed, or vouched for any Vendor or Agent.

12A.4.1 Aggregated Vendor Listings (Third-Party Data). Without limiting the foregoing, Kiey may from time to time display lists of vendors aggregated from third-party sources, including without limitation the Google Places API, Google Maps, Yelp, the Better Business Bureau, Statistics Canada business registries, U.S. state business registries, and other public or commercial business directories ("Aggregated Vendor Listings"). Aggregated Vendor Listings:

If a Real Estate Team or its Agent chooses to recommend, contact, or engage a vendor identified through an Aggregated Vendor Listing, the diligence obligations in Section 12A.2 apply in full, exactly as if the Real Estate Team had identified the vendor independently. Recommending a vendor identified solely through an Aggregated Vendor Listing, without performing the diligence in Section 12A.2, is a breach of these Terms and triggers indemnification under Section 12A.7.

12A.5 Independent-Contractor Vendors and Agents. Vendors and Agents invited by a Real Estate Team are not employees, agents, partners, joint-venturers, contractors, or representatives of Kiey. They are independent third parties engaged by, or affiliated with, the inviting Real Estate Team. Kiey has no employer, principal, supervisory, or fiduciary relationship with any Vendor, Agent, Employee, or Client invited to the Service.

12A.6 No Liability for Invited Persons' Conduct. Without limiting Section 22 (Limitation of Liability), Kiey is not responsible or liable, in contract, tort, statute, equity, agency, vicarious liability, negligent referral, negligent retention, negligent supervision, negligent infliction of emotional distress, or any other theory, for any act, omission, breach, defect, theft, damage, injury, illness, or death caused or contributed to by any Vendor, Agent, Employee, or Client invited to the Service by a Real Estate Team. This includes, without limitation:

12A.7 Indemnification by Real Estate Team. Without limiting Section 23 (Indemnification), the Real Estate Team Owner will defend, indemnify, and hold harmless Kiey and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any claim, demand, action, suit, proceeding, loss, liability, damage, cost, or expense (including reasonable attorneys' fees and litigation costs) brought by any Client, Vendor, Agent, Employee, governmental body, or third party arising out of or related to: (a) the conduct or misconduct of any Vendor, Agent, Employee, or Client invited by the Real Estate Team; (b) any work or service performed or recommended by such persons; (c) any failure of the Real Estate Team to perform the diligence described in Section 12A.2; (d) any representation by the Real Estate Team to any Client or third party about Kiey's role, including any representation that Kiey has vetted, screened, endorsed, or vouched for any Vendor or Agent; or (e) any breach by an invited person of these Terms.

12A.8 Real Estate Team's Disclosure to Clients. Where required by applicable law, professional rules, or good practice, the Real Estate Team will disclose to its Clients: (i) that vendor recommendations come from the Real Estate Team and not from Kiey; (ii) the basis on which the recommendation is made; (iii) any compensation, referral fee, or material relationship between the Real Estate Team and the Vendor (subject to RESPA, state real-estate laws, and analogous provincial regulations); and (iv) that the Client is free to use any other vendor of their choice.

12A.9 Severability of This Section. The provisions of this Section 12A are independent of, and additional to, any other provision of these Terms. If any portion is held unenforceable, the remainder remains in full force.

13. KIEY AI

13.1 Informational Only. Kiey AI provides general informational and diagnostic suggestions related to home services. Kiey AI:

13.2 Verify Before Acting. You must verify any information from Kiey AI with a qualified professional before relying on it for any decision involving safety, code compliance, structural integrity, electrical or gas systems, water systems, hazardous materials, or property value.

13.3 Safety / Emergencies. In any emergency, including suspected gas leaks, fire, flood, electrical hazard, or risk of bodily harm, immediately call 911 and follow instructions from local emergency services. Kiey AI is not designed for emergency response and you must not rely on it for emergency assistance.

13.4 No Warranty. Kiey AI is provided AS IS and AS AVAILABLE without any warranty whatsoever. See Sections 21 and 22.

13.5 Inputs. You must not submit to Kiey AI: protected health information; payment-card data; non-public personal information of others; confidential information of third parties to whom you owe confidentiality duties; trade secrets; or any other content that violates the AUP or applicable law.

13.6 AI Output License. Kiey AI output is generated for your specific session and may be similar or identical to output for other users. You may use AI output within the Service for the intended purpose. You may not represent AI output as professional advice from Kiey, train competing models on Kiey AI output, or scrape Kiey AI output at scale.

13.7 Vendor Matching Algorithm. Kiey AI vendor-matching is heuristic and probabilistic. Match results are not exhaustive and not ranked by Vendor quality. See Section 12.

13.8 Third-Party Models. Kiey AI uses third-party machine-learning models (currently including, without limitation, models from Anthropic, PBC). Third-party model behavior, including bias, errors, hallucinations, or unavailability, is outside Kiey's control.

13.9 AI Disclosure. Where the Service uses AI, Kiey discloses that fact in user-facing surfaces (including chat headers, AI-generated content tags, and at-onboarding notices). You must not represent AI-generated content as human-authored, and you must not strip or obscure Kiey's AI-disclosure indicators.

13.10 Prohibited AI Uses by Real Estate Teams. You and your sub-users may not use Kiey AI, Kiey vendor-matching, or any other AI feature of the Service:

13.11 Real Estate Team's AI Compliance Responsibility. Real Estate Teams are solely responsible for ensuring that their use of Kiey AI within their Markets complies with all applicable AI laws and regulations, including without limitation: the Colorado AI Act, Utah AI Disclosure law, NYC Local Law 144 (if used in any employment context), the California ADMT regulations issued under CPRA, Illinois HB-3773 and BIPA, Washington's My Health My Data Act (where health-adjacent), Tennessee ELVIS Act (voice/likeness), the EU AI Act (for any use targeting EU users), the UK AI regulatory framework, Canada's Artificial Intelligence and Data Act ("AIDA," upon entry into force) and Quebec Law 25 automated-decision provisions, and any successor or analogous law. The Real Estate Team will perform any impact assessments, post any disclosures, provide any opt-outs, and maintain any records that the law requires of the deployer or user of an AI system.

13.12 AI Training and Improvement. Subject to Section 14, Kiey may use de-identified, aggregated, or transformed inputs to and outputs of Kiey AI to train, evaluate, fine-tune, and improve Kiey AI and successor models. Real Estate Teams that wish to opt out of training use for their content may do so by submitting a written request to support@kiey.com; opt-out is forward-looking only and does not affect data already used. This opt-out also constitutes the right to opt out of automated decision-making and profiling for training purposes under CCPA/CPRA, GDPR Article 22, the Quebec Law 25 automated-decision provisions, and analogous laws.

13.13 Regulatory Cooperation. Kiey will reasonably cooperate with valid AI-related regulatory inquiries, audits, and information requests, and may be required to disclose data flows, model providers, decision criteria, or training data summaries. You will not impede that cooperation.

13.14 No Warranty of AI Regulatory Fitness. Kiey does not warrant that Kiey AI is suitable for use in any particular regulated context. Determining suitability is your responsibility.

14. USER CONTENT & LICENSE GRANTS

14.1 Your Content. "Your Content" means all content, data, files, messages, photos, videos, polygons, ZIP selections, vendor reviews, AI prompts, and other materials you submit to or generate within the Service. As between you and Kiey, you retain ownership of Your Content.

14.2 License to Kiey. You grant Kiey and its affiliates a worldwide, royalty-free, fully paid, sublicensable, perpetual (subject to Section 14.5), irrevocable (subject to Section 14.5), non-exclusive license to host, store, reproduce, modify, create derivative works of, distribute, display, perform, transmit, and otherwise use Your Content for the purposes of:

14.3 Feedback License. Any suggestions, feedback, ideas, comments, or improvements you submit to Kiey ("Feedback") are non-confidential and Kiey-owned. You grant Kiey a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use, modify, and incorporate Feedback without restriction or compensation.

14.4 Your Representations. You represent and warrant that: (a) you have all rights necessary to grant the licenses in Section 14; (b) Your Content does not infringe any third-party right; (c) Your Content does not violate any law or the AUP; and (d) you have obtained all necessary consents, including consents required for any photographs, recordings, or personal data of third parties.

14.5 Termination of License. The license granted in Section 14.2 survives termination of these Terms to the extent reasonably necessary for Kiey to: (a) continue operating the Service for other Users (e.g., chat history viewable by counterparties); (b) maintain back-ups, audit logs, and legal-compliance records; (c) provide analytics, reporting, and product-improvement uses, including training and evaluation of AI features and successor models; (d) retain content as required by law; and (e) defend or pursue legal claims.

15. ACCEPTABLE USE & PROHIBITED CONDUCT

15.1 AUP. Schedule B is incorporated by reference. You must comply with the AUP at all times.

15.2 Prohibited Conduct. You may not, and may not allow any third party to:

15.3 Investigation and Cooperation. Kiey may investigate any suspected violation, and you agree to cooperate with reasonable investigation requests, including providing logs, communications, and account information.

15.4 Reporting. Suspected violations may be reported to abuse@kiey.com.

16. INTELLECTUAL PROPERTY

16.1 Kiey IP. Kiey and its licensors own all right, title, and interest in and to the Service, including all software, source code, object code, designs, user interfaces, documentation, AI models, vendor-matching algorithms, market-definition data, ZIP-mapping data, training data, the names "Kiey" and "Kiey AI," logos, and all related trademarks, service marks, copyrights, patents, trade secrets, and other intellectual-property rights worldwide. No license is granted other than the limited use license in Section 4.

16.2 Trademarks. "Kiey," the Kiey logo, "Kiey AI," "Price Your Market," and other Kiey marks are trademarks of Kiey Holdings, Ltd.. You may not use them without Kiey's prior written consent except for nominative fair use clearly identifying the Service.

16.3 Confidential Information. "Confidential Information" includes Kiey's non-public business, technical, financial, vendor, pricing, algorithmic, and product information disclosed to you. You will use Confidential Information only to use the Service and will protect it with at least reasonable care. This obligation survives termination for three (3) years, except trade secrets, which survive indefinitely.

16.4 DMCA Notice. To report copyright infringement on the Service, send notice meeting 17 U.S.C. § 512(c)(3) requirements to dmca@kiey.com. Repeat infringers' accounts will be terminated.

16.5 Open-Source Components and Licenses. The Service includes open-source software subject to its respective licenses. A current list of open-source components and their licenses is published at kiey.com/licenses (linked from the kiey.com footer) and is also available within your account at admin.kiey.com under Settings → Licenses. To the extent any open-source license conflicts with these Terms, the open-source license governs only its component. Kiey will use commercially reasonable efforts to keep the published list current, but the absence of a particular component from the list does not waive your rights under that component's license or constitute a representation about Kiey's use of the component.

17. PRIVACY, DATA PROCESSING & SUBPROCESSORS

17.1 Privacy Policy. Kiey's collection and use of personal information is governed by the Privacy Policy at https://kiey.com/privacy-policy, incorporated by reference.

17.2 Real Estate Team Data. Real Estate Team Owners are the controllers (or, under PIPEDA / Quebec Law 25, the persons responsible) of Client, homeowner, and other end-user personal data they upload. Kiey acts as a service provider (CCPA/CPRA), processor (GDPR Article 28), or analogous role under PIPEDA, Quebec Law 25, and other applicable data-protection law. A Data Processing Addendum (DPA) is published at https://kiey.com/dpa and is automatically incorporated by reference where applicable law requires one (including for Real Estate Teams subject to GDPR, UK GDPR, CCPA/CPRA service-provider treatment, or analogous regimes). Real Estate Teams may request a counter-signed DPA by emailing support@kiey.com.

17.3 Subprocessors. Kiey uses third-party subprocessors including, without limitation: Stripe (payments), Twilio (SMS, voice, WhatsApp), Anthropic (AI), Google Firebase (hosting, database, authentication, Firebase Cloud Messaging), Google Cloud Platform (infrastructure), Apple (APNs, App Store), Google Play (distribution), and others. The current list of subprocessors is published at https://kiey.com/subprocessors and is incorporated by reference. Kiey may add, change, or replace subprocessors on reasonable notice posted at that URL or via email; objections must be raised within thirty (30) days of notice and may be addressed by Kiey at its discretion (including by selecting an alternative subprocessor or, if no resolution is possible, by terminating the affected portion of the Service). The published list is required for Kiey to qualify as a service provider under CCPA/CPRA, to satisfy controller-authorization obligations under GDPR Article 28(2) and UK GDPR, and to satisfy analogous obligations under PIPEDA, Quebec Law 25, and other data-protection regimes.

17.4 Security. Kiey implements commercially reasonable administrative, technical, and physical safeguards. No security measure is perfect; Kiey does not warrant that the Service or Your Content will be free of unauthorized access, interception, alteration, or loss. In the event of a confirmed personal-data breach affecting your data, Kiey will notify the Real Estate Team Owner without undue delay using the contact details on file, consistent with applicable law (including GDPR Article 33, CCPA/CPRA, state breach-notification statutes, PIPEDA, and Quebec Law 25). The Real Estate Team Owner is responsible for notifying its Clients, end-users, and any required regulator as the controller / responsible person. Kiey will reasonably cooperate, but will not provide notice on your behalf except where Kiey is legally required to do so.

17.5 Data Export and Deletion. Upon Cancellation Effective Date, Real Estate Team Owners have thirty (30) days to export their data through the in-Service export feature. After ninety (90) days post-Cancellation Effective Date, Kiey may permanently delete Real Estate Team Data, except (a) data Kiey is required by U.S., Canadian, or other applicable law to retain; (b) backups in the ordinary course; (c) anonymized/aggregated data; (d) data needed to defend or pursue legal claims. You should export critical data before cancellation. Where applicable law (GDPR, CCPA/CPRA, PIPEDA, Quebec Law 25, etc.) confers individual rights of access, portability, correction, or deletion on a Client or end-user, the Real Estate Team is the responsible person for fulfilling those rights, and Kiey will reasonably assist on request consistent with the DPA.

17.6 Cooperation with Law Enforcement. Kiey may disclose User information in response to valid legal process, including subpoenas, court orders, and warrants, without notice to you where notice is prohibited.

17.7 International Transfers. The Service is primarily operated in the United States. By using the Service, you consent to processing of your data in the U.S., Canada, and other countries where Kiey or its subprocessors operate, which may not have the same data-protection laws as your country. Where required by GDPR, UK GDPR, or analogous law, Kiey will use Standard Contractual Clauses or other valid transfer mechanisms as set forth in the DPA.

17.8 Children. The Service is not directed to children under 13 (or under 14, 16, or other higher age threshold required by your jurisdiction, including under COPPA, GDPR, and Quebec Law 25). You may not knowingly upload or share data of a child under those ages. If Kiey learns that a child under the applicable age has provided personal information without verifiable parental consent, Kiey will delete that information promptly. Real Estate Teams represent that they will not invite Clients or sub-users who are children under the applicable age and will not collect or upload information of any such child to the Service.

18. COMMUNICATIONS, SMS, EMAIL CONSENT & TCPA

18.1 Transactional Communications. By using the Service you consent to receive transactional and operational communications, including account notices, billing notices, security alerts, service messages, feature announcements, alerts, system notifications, AI-generated suggestions and summaries, and notifications about new or updated features. These communications may be delivered by email, SMS, mobile push notification (iOS, Android, web push), in-app message, in-app banner, desktop notification, voice/calling channels, and any successor channels. You may not opt out of transactional or operational communications without ceasing use of the Service. Kiey may add new communication channels at any time and use them for transactional purposes.

18.2 Marketing Communications. By providing your email or phone number and checking the marketing-consent box at signup, you consent to marketing communications, which may be delivered through the same channels as transactional communications, including email, SMS, push notifications, in-app banners, and voice messages. You may opt out of marketing email via "unsubscribe" links, marketing SMS by replying STOP, and marketing push notifications via your device or in-app preferences. Standard message-and-data rates apply. Opting out of marketing does not opt you out of transactional communications under Section 18.1.

18.3 TCPA / CASL Consent. You expressly consent under the U.S. Telephone Consumer Protection Act, 47 U.S.C. § 227 (and analogous state mini-TCPA statutes including Florida, Oklahoma, Washington, and Maryland), Canada's Anti-Spam Legislation ("CASL"), and the Canadian Radio-television and Telecommunications Commission ("CRTC") rules, to receive SMS, MMS, voice, prerecorded, automated, and electronic commercial-message communications from Kiey and its agents at the phone numbers and email addresses you provide, including by automated dialing systems, for transactional and (where you have opted in) marketing purposes. Consent is not a condition of any purchase. Reply HELP for help; STOP to cancel SMS; use the unsubscribe link in marketing email. CASL "express consent" applies to Canadian recipients of marketing email; transactional messages, account notices, and operational alerts are sent under the relevant CASL exception or based on the existing-business-relationship implied consent. Marketing-consent language at signup is the operative consent record.

18.4 Recording. Voice calls and chat communications routed through the Service may be recorded for quality, training, fraud prevention, and dispute resolution. By using calling or chat features, you consent to recording. Where two-party consent is required by state law, both parties using the Service consent.

18.5 Vendor / Client Communications. Communications among Users routed through the Service are subject to monitoring for safety, abuse, and quality.

19. THIRD-PARTY SERVICES

19.1 Third-Party Dependencies. The Service depends on third-party services, including Stripe (payments), Twilio (SMS, voice), Google Firebase / GCP (infrastructure, push), Anthropic (AI), Apple (iOS distribution, APNs), and Google (Android distribution, FCM, Maps). The availability, accuracy, performance, and pricing of these services are outside Kiey's control.

19.2 No Liability for Third Parties. Kiey is not liable for any failure, downtime, error, breach, or harm caused by any third-party service. Your relationship with each third party is governed by that party's own terms.

19.3 Third-Party Content. Maps, ZIP-code data, Population data, and other third-party content are provided AS IS. Kiey does not warrant accuracy or fitness.

19.4 Stripe. Payments are processed by Stripe under its terms (https://stripe.com/legal). By providing payment information, you authorize Stripe to charge your payment method as instructed by Kiey.

20. REAL ESTATE & HOME-SERVICES DISCLAIMERS

20.1 No Brokerage Service. Kiey is not a real-estate broker, agent, salesperson, or licensee in any jurisdiction. Kiey does not list properties for sale, represent buyers or sellers, or perform any activity requiring a real-estate license. Kiey is a software platform.

20.2 No Contracting Service. Kiey is not a general contractor, electrician, plumber, HVAC technician, home-inspector, appraiser, or any other licensed trade. Kiey does not perform home services.

20.3 No Lead-Generation, Referral-Fee Arrangement, or Settlement Service. Kiey provides software for managing communications and referrals among licensed Users. Kiey does not pay referral fees, kickbacks, or things of value for closed real-estate or service transactions, and does not solicit or accept anything of value in exchange for placement, prominence, or recommendation of any User in the Service.

Kiey is not a "settlement service provider" within the meaning of the Real Estate Settlement Procedures Act, 12 U.S.C. § 2601 et seq. ("RESPA"), Section 8, or its implementing regulations (12 C.F.R. Part 1024 / Regulation X), with respect to: (i) vendor matching, vendor referrals, AI vendor suggestions, or Aggregated Vendor Listings; (ii) Agent-to-Vendor or Real Estate Team-to-Vendor introductions facilitated through the Service; or (iii) any other functionality of the Service. Vendor matching is for general home-services work (e.g., plumbing, electrical, HVAC, roofing, landscaping, painting, cleaning) independent of any federally-related mortgage loan transaction.

Users are responsible for all fee arrangements among themselves and for compliance with RESPA, U.S. state and Canadian provincial anti-kickback laws, real-estate referral-fee laws, the Canadian Competition Act, federal and provincial consumer-protection rules, and applicable codes of ethics including the National Association of REALTORS® Code of Ethics and analogous Canadian provincial codes.

20.3.1 NAR Settlement Compliance (effective August 17, 2024). Real Estate Teams operating in the United States are solely responsible for compliance with the practice changes arising from the National Association of REALTORS® antitrust settlement (Burnett v. NAR / Sitzer-Burnett, M.D. Mo. 4:19-cv-00332 and successor matters), and any successor or analogous obligations, including but not limited to:

Kiey is software-only and does not generate, store, route, render, transmit, advertise, or interpret buyer-broker representation agreements, buyer-broker compensation terms, or MLS listings. Communications, files, or messages between Users that happen to contain such terms remain User Content under Section 14 and Kiey makes no use of them in connection with any settlement service. The Real Estate Team will indemnify Kiey under Section 23.1 for any claim that the Service was used in violation of the NAR settlement, MLS rules, or analogous obligations.

20.3.2 No Buyer-Broker Compensation Through the Service. The Service is not an authorized channel for offering, advertising, or accepting buyer-broker compensation. Kiey may, at its sole discretion, scan, redact, refuse to transmit, or remove content that appears to offer or solicit buyer-broker compensation in violation of the NAR settlement or applicable rules. Kiey's failure to detect or remove such content is not a waiver of this provision and not a representation that the content complies with applicable rules.

20.3.3 Canadian Cooperation Rules. Real Estate Teams operating in Canada are responsible for compliance with the Canadian Real Estate Association (CREA) Cooperative Compensation Rules, the Competition Bureau settlement obligations applicable to real-estate cooperation and compensation, and the rules of relevant provincial real-estate councils. The non-settlement-service representations in Section 20.3 apply equally in Canada.

20.4 Fair Housing & Anti-Discrimination. Users must comply with the Fair Housing Act (U.S.), ECOA, ADA, state and provincial fair-housing and human-rights statutes, the Canadian Human Rights Act, provincial human rights codes (Ontario Human Rights Code, Quebec Charter, BC Human Rights Code, Alberta Human Rights Act, etc.), and all other anti-discrimination laws. Kiey prohibits discrimination based on race, color, national or ethnic origin, religion or creed, sex, sexual orientation, gender identity or expression, familial or family status, disability, age, ancestry, place of origin, source of income, marital or civil status, or any other protected class. Reports of discrimination should be sent to support@kiey.com.

20.5 No Property Valuation. Population data, market pricing, and other Service outputs are not real-estate valuations, appraisals, or comparable-market analyses. Do not rely on them for buy/sell/lease decisions.

20.6 Licensing Verification. Kiey may, but is not obligated to, verify Vendor or Agent licensing. Users may not rely on Kiey's verification (or absence thereof) and remain responsible for their own diligence.

21. DISCLAIMERS OF WARRANTY

21.1 AS IS. THE SERVICE, KIEY AI, ALL CONTENT, AND ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND.

21.2 Specific Disclaimers. TO THE FULLEST EXTENT PERMITTED BY LAW, KIEY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION:

21.3 No Reliance. You assume all risk of using the Service.

21.4 Statutory Limits. Some jurisdictions do not allow exclusion of certain warranties. To that extent only, the foregoing exclusions do not apply.

22. LIMITATION OF LIABILITY

22.1 Cap. THE TOTAL AGGREGATE LIABILITY OF KIEY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO KIEY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR USD $100, WHICHEVER IS GREATER.

22.2 Excluded Damages. IN NO EVENT WILL KIEY BE LIABLE FOR ANY (A) INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR REPUTATION; (C) LOSS OR CORRUPTION OF DATA OR CONTENT; (D) COST OF SUBSTITUTE PRODUCTS OR SERVICES; (E) LOSS ARISING FROM VENDOR ACTS, OMISSIONS, OR WORKMANSHIP; OR (F) LOSS ARISING FROM AI OUTPUT, even if Kiey has been advised of the possibility.

22.3 Carve-Outs. The cap and exclusions do not apply to: (a) your indemnity obligations; (b) your breach of Sections 14, 15, 16, or 18; (c) Fees owed; (d) liability that cannot be limited by law (e.g., gross negligence, willful misconduct, or fraud, in jurisdictions where these cannot be limited).

22.4 Essential Purpose. The limitations in this Section 22 apply even if any limited remedy fails of its essential purpose.

22.5 Allocation of Risk. You agree the limitations are an essential element of the bargain and that Kiey would not provide the Service without them.

22.6 Statutory Limits. Where law prohibits these limitations, they apply to the maximum extent permitted.

23. INDEMNIFICATION

23.1 By You. You will defend, indemnify, and hold harmless Kiey and its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against any third-party claim, demand, action, suit, proceeding, loss, liability, damage, cost, or expense (including reasonable attorneys' fees and litigation costs) arising out of or relating to:

23.2 By Kiey. Kiey will defend, indemnify, and hold harmless you against any third-party claim alleging that the Service, as provided by Kiey and used by you in compliance with these Terms, infringes a U.S. patent, U.S. registered copyright, or U.S. trademark of a third party. Kiey's obligations under this Section 23.2 do not apply to: (a) Your Content; (b) modifications by anyone other than Kiey; (c) combinations with non-Kiey items; (d) use after Kiey notifies you to stop. If a covered claim is asserted, Kiey may, at its option and expense: (i) procure rights for you to continue using; (ii) modify the Service; (iii) replace the Service; or (iv) terminate and refund prepaid unused Fees. Section 23.2 states Kiey's sole liability and your sole remedy for IP infringement claims.

23.3 Process. The indemnified party must (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of defense and settlement (provided settlement does not impose obligations on the indemnified party without consent); and (c) cooperate at the indemnifying party's expense.

24. TERM & TERMINATION

24.1 Term. These Terms commence on your acceptance and continue until terminated as set forth here.

24.2 Termination by You. You may terminate by cancelling under Section 6 and ceasing use of the Service.

24.3 Termination by Kiey for Cause. Kiey may terminate immediately, without notice, for:

24.4 Termination by Kiey for Convenience. Kiey may terminate any account for any reason or no reason on thirty (30) days' notice, with prorated refund per Section 6.3.

24.5 Effect of Termination. On termination:

25. SUSPENSION RIGHTS

Kiey may suspend access, in whole or in part, immediately and without notice, where Kiey reasonably determines that:

Suspension does not relieve you of payment obligations or end the term unless Kiey also terminates.

26. FORCE MAJEURE

Neither party is liable for any failure or delay in performance (other than payment of Fees) caused by events beyond reasonable control, including acts of God, war, terrorism, civil unrest, labor disruptions, internet failures, denial-of-service attacks, government actions, pandemics, fires, floods, earthquakes, power outages, or third-party service failures. The affected party will use reasonable efforts to mitigate.

27. DISPUTE RESOLUTION

27.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. To the extent a court of competent jurisdiction holds that the laws of a Real Estate Team's home state or province must apply to a particular non-waivable consumer-protection claim notwithstanding this choice of law, only that specific non-waivable provision of the home state or province applies, and the remainder of these Terms continues to be governed by Delaware law.

27.2 Mandatory Pre-Suit Negotiation. Before filing any claim, the parties will attempt to resolve the dispute by good-faith written negotiation for at least thirty (30) days, beginning when one party notifies the other in writing at billing@kiey.com or your address of record. The parties' representatives must include officers with settlement authority.

27.3 Binding Arbitration. EXCEPT FOR (A) CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF FOR INFRINGEMENT OF IP RIGHTS OR BREACH OF CONFIDENTIALITY, AND (B) SMALL-CLAIMS COURT MATTERS WITHIN THE COURT'S JURISDICTION, ALL DISPUTES WILL BE RESOLVED BY FINAL, BINDING, INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES (OR, IF YOU ARE A CONSUMER, ITS CONSUMER ARBITRATION RULES). Arbitration will be conducted by a single arbitrator in Wilmington, Delaware, in English. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs.

27.4 Class Action Waiver. YOU AND KIEY EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION. Multiple claimants' claims may not be consolidated. The arbitrator may not preside over a class.

27.5 Jury Trial Waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, YOU AND KIEY EACH WAIVE THE RIGHT TO A JURY TRIAL.

27.6 Limitation of Actions. ANY CLAIM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUED, OR IT IS PERMANENTLY BARRED. Where law prohibits a one-year limitation, a two-year period applies; where law prohibits a two-year limitation, the shortest period permitted by that law applies.

27.7 Severability of Arbitration Clause. If the class waiver is found unenforceable as to any claim, that claim must be litigated in court but the rest of this Section 27 remains in effect.

27.8 Opt-Out of Arbitration. You may opt out of Section 27.3 (arbitration) and Section 27.4 (class waiver) by sending written notice to support@kiey.com within thirty (30) days of first acceptance, including your name, account email, and the statement "I opt out of Kiey arbitration." Opt-out does not affect any other provision. The opt-out window is non-extendable.

27.9 Equitable Relief. Notwithstanding the above, either party may seek injunctive or equitable relief in court for IP infringement, breach of Section 16, or breach of Section 18.

27.10 Venue for Court Proceedings. For any matter not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts located in Wilmington, Delaware.

28. MODIFICATIONS TO TERMS

28.1 Right to Modify. Kiey may modify these Terms at any time. Material modifications take effect thirty (30) days after notice (by email, in-Service banner, or update of "Last Updated" date with notification). Non-material modifications (clarifications, formatting, schedule updates, contact info changes) take effect immediately on posting.

28.2 Acceptance. Continued use after the effective date constitutes acceptance. If you do not agree, your sole remedy is to cancel under Section 6.

28.3 Archive. Kiey will maintain an archive of prior versions on request to legal@kiey.com.

29. ASSIGNMENT

29.1 By Kiey. Kiey may assign these Terms, in whole or in part, to any affiliate, successor in interest, or acquirer in connection with merger, acquisition, sale of assets, restructuring, or financing, without notice or consent.

29.2 By You. You may not assign or transfer these Terms or any account, Subscription, or Market Exclusivity, in whole or in part, by operation of law or otherwise, without Kiey's prior written consent. Any purported assignment without consent is void.

29.3 Successors. Subject to Section 29, these Terms bind and benefit the parties' permitted successors and assigns.

30. NOTICES

30.1 To You. Notices to you may be delivered to: (a) the email address on file; (b) in-Service banner; or (c) the postal address on file. Notice is effective on transmission.

30.2 To Kiey. Notices to Kiey must be in writing to: Kiey Holdings, Ltd., 4112 Fieldstone Rd, Champaign, IL 61822, USA, Attn: Legal, with email copy to support@kiey.com. Notice is effective on receipt.

30.3 Single Email Channel. All email communications to Kiey — including for privacy and data-subject requests, security incidents, abuse and AUP violations, DMCA notices, billing inquiries, disputes, fair-housing concerns, safety reports, vendor complaints, and legal matters — must be sent to support@kiey.com. Kiey may, at its discretion, route the message internally to the appropriate function. Communications to any other email address are not effective notice under these Terms.

31. ENTIRE AGREEMENT, SEVERABILITY, NO WAIVER

31.1 Entire Agreement. These Terms (with the Privacy Policy, AUP, DPA where applicable, and any signed order forms) are the entire agreement between you and Kiey, superseding all prior or contemporaneous communications.

31.2 Order of Precedence. In a conflict between these Terms and an executed order form, the order form governs only as to its specific subject. Schedules govern as part of these Terms.

31.3 Severability. If any provision is held unenforceable, the rest remains in effect, and the unenforceable provision is reformed to the minimum extent necessary to make it enforceable while preserving its intent.

31.4 No Waiver. No waiver is effective unless in writing signed by the waiving party. Failure or delay to enforce is not waiver.

31.5 No Third-Party Beneficiaries. Except as expressly stated, no third party has any rights under these Terms.

32. ELECTRONIC SIGNATURES & RECORDS

You consent to electronic delivery of all communications, agreements, disclosures, notices, and records. Click-to-accept, signature, or typed-name acceptance constitutes a valid signature under E-SIGN, UETA, and analogous laws. To withdraw consent, contact legal@kiey.com — withdrawal terminates access to the Service.

33. GOVERNMENT USE / EXPORT / SANCTIONS

33.1 Government Use. The Service is "commercial computer software" under FAR 12.212 / DFARS 227.7202. U.S. and Canadian government users acquire only the rights set forth in these Terms.

33.2 Export Controls. You will comply with all applicable export-control laws, including the U.S. Export Administration Regulations (EAR), U.S. Office of Foreign Assets Control (OFAC) regulations, the Canadian Export and Import Permits Act, the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act ("Magnitsky"), and successor laws. You may not access or use the Service from any embargoed country, region, or party.

33.3 Sanctions. You represent that you, your owners, and your sub-users are not on any U.S., Canadian, EU, UK, or other applicable foreign sanctions list (including OFAC SDN, the Canadian Consolidated List, the EU Consolidated List, and the UK Sanctions List).

34. STATE AND PROVINCE-SPECIFIC NOTICES

34.1 California Civil Code §1789.3. California users may report complaints to the California Department of Consumer Affairs, Consumer Information Division, 1625 N. Market Blvd., Sacramento, CA 95834, or by phone at (800) 952-5210.

34.2 California Auto-Renewal. As required by Cal. Bus. & Prof. Code §17600 et seq., this notice highlights that the Subscription auto-renews, the cancellation method is described in Section 6 (a single-click in-Service cancel button is provided at admin.kiey.com on the Account / Billing page, and an alternative cancel route is available through the Stripe Customer Portal), and the cancellation policy, including the 30-day notice and prorated refund, is fully stated in Section 6.

34.3 CCPA / CPRA. California consumers have rights described in the Privacy Policy, including rights to know, delete, correct, opt out of sale/share, and limit use of sensitive personal information, plus the right to opt out of automated decision-making and profiling. Submit requests to support@kiey.com.

34.4 Other U.S. State Laws. Where state law (Virginia VCDPA, Colorado CPA + CAIA, Connecticut CTDPA, Utah UCPA + AI Disclosure, Texas TDPSA, Oregon OCPA, Montana MCDPA, Tennessee TIPA, Iowa, Indiana, Delaware, New Hampshire, Nebraska, New Jersey, Maryland MODPA, Minnesota, etc.) grants additional rights, those rights are honored as described in the Privacy Policy.

34.5 Quebec Law 25 / PIPEDA / Provincial Privacy Laws. Quebec residents and Canadian residents generally have rights under the Quebec Act respecting the protection of personal information in the private sector ("Law 25"), the federal Personal Information Protection and Electronic Documents Act ("PIPEDA"), Alberta PIPA, and British Columbia PIPA. Submit requests to support@kiey.com. Kiey has appointed a person responsible for the protection of personal information as required by Law 25; contact details are in the Privacy Policy.

34.6 Quebec French-Language Compliance. Real Estate Teams operating in Quebec acknowledge that the Service is provided in English, and they consent under Quebec's Charter of the French Language to enter into these Terms in English. French-language versions of key documents (Privacy Policy, DPA) will be made available on request.

34.7 Provincial Real-Estate Regulators. Real Estate Teams operating in Canada must comply with the rules of the relevant provincial real-estate regulator (e.g., RECO in Ontario, RECA in Alberta, BCFSA in British Columbia, OACIQ in Quebec, etc.). See Section 2.4 and Section 20.

35. INDEPENDENT CONTRACTORS / NO AGENCY

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, employment, or franchise relationship. Neither party may bind the other.

36. HEADINGS & INTERPRETATION

Headings are for convenience only. "Including" means "including without limitation." Word singular includes plural and vice versa. References to "days" mean calendar days unless otherwise stated. References to laws include their amendments and successor laws. Drafting ambiguity will not be construed against the drafter.

37. COUNTERPARTS

These Terms may be accepted electronically and in counterparts, each of which is an original.

38. CONTACT

Kiey Holdings, Ltd. A Delaware C corporation Operations / mailing address: 4112 Fieldstone Rd Champaign, IL 61822, USA

Email: support@kiey.com

Service of process for Delaware-corporation matters may be made on Kiey's Delaware registered agent of record on file with the Delaware Division of Corporations.

SCHEDULE A — PRICING FORMULA

Effective May 3, 2026 (subject to Section 7).

For Calculated-Mode Real Estate Teams, the Monthly Fee for each Market is:

Monthly Fee = max($295, ⌈Population / 1,000⌉)

equivalently:

Monthly Fee = the greater of (i) $295.00 (the minimum, which covers any Market with Population from 0 to 295,000); or (ii) $1.00 for each 1,000 residents of Population in the Market (rounded up to the next whole dollar).

Examples (illustrative, not binding):

PopulationMonthly Fee
10,000$295.00
295,000$295.00
300,000$300.00
400,000$400.00
500,000$500.00
1,000,000$1,000.00
5,000,000$5,000.00

Population Source. Most recent U.S. Census Bureau / ZCTA data, Statistics Canada census data, or successor sources, as determined by Kiey from time to time. For Markets that span both U.S. and Canadian territory, Population is the sum of the most recently available U.S. and Canadian figures. Recalculation under Section 7.2 occurs at most quarterly.

Multiple Markets. A Real Estate Team Owner holding multiple Markets pays the sum of per-Market Fees.

Override. Kiey may assign an Override Price under Section 5.3.

SCHEDULE B — ACCEPTABLE USE POLICY

[Expanded standalone document — summary inclusions only here; the AUP becomes its own document maintained by Kiey.]

Prohibited content: illegal content, child sexual abuse material (CSAM, immediately reported to NCMEC), violent extremism, harassment, hate speech, sexual content of non-consenting persons, doxxing, personal information without consent, content infringing IP rights, malware, phishing, spam.

Prohibited conduct: unauthorized access, reverse engineering, scraping, automated abuse, evasion of rate limits, evasion of suspensions, use to develop competing products, fraudulent billing activity, fake reviews, fake vendor accounts, manipulation of AI features, manipulation of vendor matching.

Special prohibitions for licensed activity: unlicensed real-estate activity; unlicensed contracting; practicing law without a license; offering home-services for which a license is required without holding it; misrepresenting credentials.

Reporting: abuse@kiey.com.

Enforcement: warning, suspension, termination, referral to law enforcement, civil action, or any combination, at Kiey's discretion.

SCHEDULE C — DATA PROCESSING ADDENDUM

The Kiey Data Processing Addendum is published at https://kiey.com/dpa as a standalone document and is incorporated by reference into these Terms where required by applicable law. The DPA addresses:

The DPA is published at https://kiey.com/dpa and is also available on request from support@kiey.com.

END OF DOCUMENT.