Master Services Agreement

This Master Services Agreement ("MSA") is between 1N599 Inc, doing business as TheReelty("TheReelty," "we," "us"), and the organization that accepts it ("Customer," "you"). You accept it by signing an order form that references it, or by purchasing or using a business plan on behalf of an organization. The person accepting confirms they are authorized to bind the organization.

The agreement between us (the "Agreement") consists of, in this order of precedence:

1. Any order form signed by both parties ("Order Form"), for the items it expressly changes
2. The Data Processing Addendum, for the processing of personal data
3. This MSA
4. The Terms of Service, Refund Policy and Compliance Policy

A plan selected and paid for in the app counts as an Order Form for its plan, price and billing period. Terms in your purchase orders or vendor forms do not apply, even if we accept or sign them.

• Services means the TheReelty platform and features described in your plan or Order Form, including the web apps, portals, mobile apps and related support.
• Authorized Users means your employees, contractors and agents whom you allow to use the Services under your account.
• Customer Data means data, content and files submitted to the Services by or for you, including personal data about your clients, leads, tenants and owners.
• Subscription Term means the billing period in your plan or Order Form, including renewals.
• Fees means the amounts payable for the Services under your plan or Order Form.

During the Subscription Term, we grant you a non-exclusive, non-transferable right for your Authorized Users to use the Services for your internal business purposes, under the Agreement and the limits of your plan (such as seats, properties or usage).

You decide who your Authorized Users are and which roles they have. You are responsible for their actions, for keeping their credentials secure, and for removing access when someone leaves. Each role only reaches the features it is permitted to use; granting a role grants its access.

You will, and will make sure your Authorized Users will:

• Hold and maintain every license, registration and permit your business needs (for example, real estate brokerage or property management licenses)
• Comply with the Fair Housing Act and other anti-discrimination laws in listings, advertising, tenant selection and communications
• Have the consent required by the Telephone Consumer Protection Act, CAN-SPAM and similar laws before sending marketing texts, calls or emails through the Services, and honor opt-outs
• Have a permissible purpose under the Fair Credit Reporting Act, and give required notices, before running tenant or background screening
• Have the rights and notices needed for the Customer Data you submit
• Follow the acceptable use rules in Sections 4 and 5 of the Terms of Service

• Billing. Fees are billed in advance for each billing period, in US dollars unless the plan states otherwise, to the payment method on file or as invoiced under an Order Form.
• Changes in usage. Increases in seats, properties or usage are charged immediately, prorated for the rest of the period. Decreases take effect at the next billing period.
• Invoices. Invoiced Fees are due within 30 days of the invoice date.
• Service fee and taxes. The per-transaction service fee in Section 9 of the Terms of Service applies. Fees exclude taxes; you pay applicable taxes other than taxes on our income.
• Late payment. If an amount is more than 10 days overdue after we notify you, we may suspend the Services until it is paid.
• Price changes. We will give at least 30 days' notice of a price increase. It takes effect at your next renewal.
• Refunds. Fees are non-refundable except as stated in the Refund Policy, Section 12 of this MSA, or an Order Form.

This MSA lasts while any Subscription Term is active. Each Subscription Term renews automatically for the same length unless cancelled before it ends. You can cancel in the app's billing settings or by emailing support@thereelty.com; cancellation takes effect at the end of the current term.

Either party may terminate the Agreement by written notice if the other party materially breaches it and does not cure the breach within 30 days of notice, or becomes insolvent. We may suspend access immediately where needed to prevent harm to the Services, other customers or the public, or to comply with law, and will restore it once the issue is resolved.

When the Agreement ends, access ends, unpaid Fees for the period before termination become due, and you may export Customer Data for 30 days, after which we delete it as described in the DPA. Sections 5, 8, 9, 10, 13, 14, 15 and 17 survive termination.

You own Customer Data. You grant us a worldwide, limited license to host, copy, transmit, display and process it only as needed to provide, secure and support the Services and as otherwise described in the DPA. We may use aggregated, de-identified information about how the Services are used to operate and improve them, provided it does not identify you, your Authorized Users or any individual.

We do not use identifiable Customer Data to train AI models unless you opt in. Our processing of personal data in Customer Data is governed by the Data Processing Addendum.

The Services include AI features that generate descriptions, valuations, analyses, documents, images, video and messages. Outputs can be inaccurate. You are responsible for reviewing outputs before relying on them or sending them to anyone, and for making sure your use of them complies with law and your professional obligations. Section 7 of the Terms of Service applies to all AI outputs.

Each party will protect the other's non-public business, technical and financial information ("Confidential Information") with at least reasonable care, use it only to perform under the Agreement, and share it only with personnel and advisors who need it and are bound by confidentiality duties. This does not apply to information that is public through no fault of the recipient, was known to it already, was independently developed, or was received lawfully from a third party. A party may disclose Confidential Information when required by law, after giving notice where allowed.

We and our licensors own the Services and all related software, models and materials. Nothing in the Agreement transfers ownership to you. If you give us suggestions or feedback, we may use them without restriction or payment. We will not use your name or logo in marketing without your written permission.

We warrant that the Services will perform materially as described in our published documentation during the Subscription Term. If they do not, notify us within 30 days of discovering the problem. Your exclusive remedy is for us to use commercially reasonable efforts to fix the problem or, if we cannot within 30 days, for either party to terminate the affected Services, in which case we refund prepaid Fees for the remainder of the term for those Services.

Each party warrants that it has the authority to enter into the Agreement. Except as stated in this Section, the Services are provided as described in Section 13 of the Terms of Service, which disclaims all other warranties to the fullest extent permitted by law.

By us. We will defend you against any third-party claim that the Services, as provided by us, infringe that party's US intellectual property rights, and pay the resulting damages and costs finally awarded or agreed in settlement. This does not cover claims arising from Customer Data, your modifications, combinations with things we did not provide, or use in breach of the Agreement. If the Services are, or are likely to be, subject to such a claim, we may obtain the right for you to keep using them, modify them to be non-infringing, or terminate them and refund prepaid unused Fees.

By you. You will defend us against any third-party claim arising from Customer Data, your Authorized Users' use of the Services in breach of the Agreement, or your violation of law (including fair housing, telemarketing, anti-spam and consumer reporting laws), and pay the resulting damages and costs finally awarded or agreed in settlement.

The indemnified party must promptly notify the indemnifying party, give it control of the defense and settlement, and provide reasonable cooperation. No settlement may impose an obligation on the indemnified party without its consent.

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if advised of the possibility; and (b) each party's total liability arising out of or relating to the Agreement will not exceed the Fees paid and payable by Customer in the 12 months before the event giving rise to the liability.

These limits do not apply to your obligation to pay Fees, either party's indemnification obligations, breach of Section 10 (Confidentiality), or liability for gross negligence, willful misconduct or fraud.

The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law rules. Disputes are resolved as set out in Sections 17 and 18 of the Terms of Service, which apply to you as the Customer.

We provide support by email at support@thereelty.com during business hours (US Central Time) and use commercially reasonable efforts to keep the Services available, apart from scheduled maintenance and events outside our reasonable control. Service level commitments or credits apply only if an Order Form includes them.

• Assignment. Neither party may assign the Agreement without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant assets, with notice.
• Notices. Legal notices to us go to support@thereelty.com and 5900 Balcones Drive # 8394, Austin, TX 78731. We send notices to the account owner's email address.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
• Export and sanctions. You will not use or allow use of the Services in violation of US export controls or sanctions.
• Independent parties. The parties are independent contractors. We are not a real estate broker and do not act as your agent.
• Changes. We may update this MSA with at least 30 days' notice. Changes take effect at your next renewal, unless required by law sooner. A signed Order Form's terms are not changed without both parties' written agreement.
• Entire agreement. The Agreement is the entire agreement about its subject matter. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. The Agreement may be accepted electronically.