Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Dwello AI Inc. ("Company," "we," "us," or "our") governing your access to and use of the Dwello platform, website, mobile applications, and related services (collectively, the "Service").

BY ACCESSING, BROWSING, OR USING THE SERVICE IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICE AND MAY NOT ACCESS OR USE THE SERVICE.

These Terms apply to all users of the Service, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Description of Service

Dwello provides an AI-powered transaction coordination platform designed to assist real estate professionals in managing real estate transactions. The Service may include, but is not limited to, document management, deadline tracking, communication tools, integration with third-party services, and related features.

THE SERVICE IS PROVIDED FOR INFORMATIONAL AND COORDINATION PURPOSES ONLY. WE DO NOT PROVIDE LEGAL, FINANCIAL, TAX, OR REAL ESTATE ADVICE. YOU ARE SOLELY RESPONSIBLE FOR ALL DECISIONS MADE IN CONNECTION WITH YOUR USE OF THE SERVICE AND YOUR REAL ESTATE TRANSACTIONS.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use the Service. By using the Service, you represent and warrant that you meet these eligibility requirements.

3.2 Account Registration

To access certain features of the Service, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account
• Not share your account credentials with any third party

YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT CREDENTIALS AND FOR ALL ACTIVITIES THAT OCCUR UNDER YOUR ACCOUNT. WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

4. User Conduct and Restrictions

You agree not to:

• Use the Service for any illegal purpose or in violation of any applicable laws or regulations
• Violate or infringe upon the rights of others, including intellectual property rights, privacy rights, or contractual rights
• Upload, transmit, or distribute any content that is harmful, offensive, defamatory, libelous, obscene, or otherwise objectionable
• Upload, transmit, or distribute any viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Service, other accounts, or computer systems
• Interfere with or disrupt the Service or servers or networks connected to the Service
• Use automated systems (bots, scrapers, etc.) to access the Service without our express written permission
• Reverse engineer, decompile, or disassemble any portion of the Service
• Remove, alter, or obscure any proprietary notices or labels on the Service
• Use the Service to compete with us or to develop competing products or services
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity
• Collect or harvest information about other users without their consent
• Use the Service in any manner that could damage, disable, overburden, or impair our servers or networks

VIOLATION OF ANY OF THESE RESTRICTIONS MAY RESULT IN IMMEDIATE TERMINATION OF YOUR ACCESS TO THE SERVICE AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL LIABILITY.

5. User Content and Data

5.1 Ownership of User Content

You retain ownership of any content, data, or information you upload, input, or transmit through the Service ("User Content"). However, by using the Service, you grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, display, and perform your User Content solely for the purpose of providing, operating, and improving the Service.

5.2 Your Responsibilities

You are solely responsible for:

• The accuracy, legality, and completeness of your User Content
• Obtaining all necessary rights, licenses, and permissions to use and share your User Content
• Ensuring your User Content does not violate any third-party rights
• Backing up your User Content independently
• Complying with all applicable laws and regulations regarding your User Content

5.3 Our Rights

We reserve the right, but are not obligated, to monitor, review, edit, or remove any User Content at any time, for any reason, without notice. We may delete or suspend access to User Content that violates these Terms or that we determine, in our sole discretion, is harmful, offensive, or otherwise objectionable.

WE DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY USER CONTENT, AND WE EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY USER CONTENT.

6. Intellectual Property Rights

The Service, including all content, features, functionality, software, designs, logos, trademarks, and other materials, is owned by the Company or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

Except as expressly permitted by these Terms, you may not copy, modify, distribute, sell, lease, or create derivative works based on the Service or any portion thereof. All rights not expressly granted are reserved.

7. Fees and Payment

7.1 Subscription Fees

Certain features of the Service may require payment of fees. All fees are stated in U.S. dollars and are non-refundable unless otherwise required by law or as expressly stated in a separate agreement. We reserve the right to change our fees at any time, with notice to you.

7.2 Payment Terms

By providing a payment method, you authorize us to charge all fees incurred through your account to that payment method. You are responsible for all applicable taxes. If payment is not received or cannot be charged, we may suspend or terminate your access to the Service.

7.3 Refunds

ALL FEES ARE NON-REFUNDABLE EXCEPT AS REQUIRED BY APPLICABLE LAW OR AS EXPRESSLY AGREED IN WRITING BY US. WE RESERVE THE RIGHT TO DETERMINE REFUND ELIGIBILITY IN OUR SOLE DISCRETION.

8. Third-Party Services and Integrations

The Service may integrate with or provide links to third-party services, websites, or applications. We do not control, endorse, or assume responsibility for any third-party services, their content, privacy practices, or terms of service.

YOUR USE OF THIRD-PARTY SERVICES IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF SUCH THIRD PARTIES. WE SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING FROM YOUR USE OF OR RELIANCE ON THIRD-PARTY SERVICES.

9. Disclaimers of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR AVAILABILITY.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR MEET YOUR REQUIREMENTS.

WE EXPRESSLY DISCLAIM ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION, CONTENT, OR DATA PROVIDED THROUGH THE SERVICE. YOU USE THE SERVICE AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE REMEDIES PROVIDED IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you. However, to the fullest extent permitted by law, our liability is limited as set forth above.

11. Indemnification

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS) ARISING OUT OF OR RELATING TO:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your User Content
• Your violation of any applicable laws or regulations
• Any transaction or business relationship you enter into using the Service

WE RESERVE THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF SUCH CLAIMS.

12. Termination

12.1 Termination by You

You may terminate your account and stop using the Service at any time by contacting us or using account deletion features, if available.

12.2 Termination by Us

We reserve the right, in our sole discretion, to suspend or terminate your access to the Service, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Fraudulent, harmful, or illegal activity
• Non-payment of fees
• Extended periods of inactivity
• At our convenience, with or without cause

12.3 Effect of Termination

UPON TERMINATION, YOUR RIGHT TO USE THE SERVICE WILL IMMEDIATELY CEASE. WE MAY DELETE YOUR ACCOUNT, USER CONTENT, AND DATA AT ANY TIME AFTER TERMINATION. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR TERMINATION OF YOUR ACCESS TO THE SERVICE OR DELETION OF YOUR DATA.

Provisions that by their nature should survive termination shall survive, including but not limited to Sections 5, 6, 9, 10, 11, 15, 16, and 17.

13. Modifications to Service and Terms

We reserve the right, at any time and from time to time, to modify, suspend, or discontinue the Service (or any part thereof) with or without notice. We also reserve the right to modify these Terms at any time.

We will notify you of material changes to these Terms by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Service after such changes constitutes your acceptance of the modified Terms.

IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS PERIODICALLY FOR CHANGES. IF YOU DO NOT AGREE TO THE MODIFIED TERMS, YOU MUST STOP USING THE SERVICE.

14. Force Majeure

WE SHALL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMANCE UNDER THESE TERMS RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, WAR, TERRORISM, PANDEMICS, EARTHQUAKES, FIRES, FLOODS, STRIKES, RIOTS, ACTS OF CIVIL OR MILITARY AUTHORITIES, WAR, OR OTHER CAUSES OF SIMILAR MAGNITUDE.

15. Dispute Resolution and Arbitration

15.1 Binding Arbitration

EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE CONDUCTED IN DELAWARE, UNITED STATES, AND SHALL BE CONDUCTED IN THE ENGLISH LANGUAGE.

15.2 Waiver of Class Action

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

15.3 Exceptions

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction of such courts.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices published by us on the Service, constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17.3 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

17.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign or transfer these Terms or our rights and obligations hereunder without restriction.

17.5 Relationship

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and the Company.

17.6 Notices

We may provide notices to you via email, postal mail, or through the Service. Notices will be deemed received when delivered or, if delivery is not successful, when sent.

17.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

18. Contact Information

If you have questions about these Terms, please contact us at: