These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Kairos IQ LLC (“Kairos IQ,” “Company,” “we,” “us,” or “our”) governing your access to and use of the Kairos IQ platform, including our AI-powered real estate conversation agent, lead management tools, analytics features, and related services (collectively, the “Services”).

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services.

2.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age
• Be a licensed real estate professional, working with a licensed professional, or otherwise authorized to access real estate transaction information
• Have the legal capacity to enter into these Terms
• Not be prohibited from using the Services under applicable law
• Comply with all applicable real estate licensing and regulatory requirements

2.2 Account Registration

To access the Services, you must:

• Create an account with accurate, complete, and current information
• Maintain and promptly update your account information
• Keep your account credentials secure and confidential
• Notify us immediately of any unauthorized use of your account
• Be responsible for all activities that occur under your account

2.3 Account Tiers and Subscription

• Access to features is determined by your subscription tier
• Different subscription tiers provide access to different Service components
• You agree to pay all applicable fees for your selected subscription tier
• Subscription fees and AI usage limits are subject to change with 60-day advance notice

3.1 AI-Powered Real Estate Platform

Kairos IQ provides an AI-powered platform designed to help real estate professionals manage leads, analyze buyer preferences, streamline transactions, and enhance client communications through advanced artificial intelligence technologies.

3.2 Subscription Features

Our Services are offered on a subscription basis with tiered access:

• CORE_CRM: Basic lead and deal management capabilities
• KAIROS_IQ: AI conversation capabilities and analytics
• BUYER_IQ: Advanced buyer preference analysis and property matching
• LISTING_IQ: Enhanced listing optimization and seller analytics
• TRANSACTION_IQ: Transaction management and document processing

3.3 Token-Based Usage System

• AI interactions consume tokens allocated based on your subscription tier
• Token limits are refreshed on a monthly basis according to your billing cycle
• Exceeding token limits may result in temporary feature limitations
• Token usage statistics are available in your account dashboard
• Additional tokens may be available for purchase based on your subscription tier

3.4 Modifications to Services

We reserve the right to modify, suspend, or discontinue any portion of the Services with appropriate notice. This includes:

• Adding or removing features or functionality
• Updating AI models and algorithms
• Changing subscription tiers or token allocations (with 60-day notice)
• Implementing system maintenance or upgrades
• Modifying pricing structures (with 60-day advance notice)

4.1 Usage Limits and Quotas

AI usage is subject to subscription-based limits designed to manage costs and ensure service availability:

4.2 Acceptable AI Use

You agree to use AI features responsibly and not to:

• Use automated or bot-driven interactions to exhaust quotas
• Share account credentials to circumvent usage limits
• Use AI features for purposes outside real estate business
• Generate content that violates fair housing laws
• Attempt to reverse engineer or extract AI models
• Use AI features to compete with or replicate KairosIQ functionality

4.3 Cost Management and Pricing

Pricing may be adjusted based on:

• Changes in AI infrastructure costs (AWS Bedrock, Anthropic Claude)
• Overall platform usage and computational demand
• Introduction of new AI capabilities or models
• Market conditions and competitive factors

4.4 Usage Violations and Enforcement

Violations of AI usage terms may result in:

• Warning: First offense notification with usage review
• Temporary Limitation: Reduced quotas for 24-72 hours
• Account Review: Manual review of usage patterns
• Service Suspension: Temporary or permanent AI feature suspension
• Account Termination: For severe or repeated violations

5.1 Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates applicable local, state, national, or international law
• Use the Services to engage in discriminatory practices prohibited by Fair Housing laws
• Attempt to gain unauthorized access to any portion of the Services
• Upload or transmit malicious code or attempt to interfere with the proper functioning of the Services
• Scrape, data-mine, or otherwise extract data from the Services through automated means
• Use the Services to develop a competing product or service

5.2 Content Standards

You are responsible for ensuring that all information provided to or through the Services, including client and lead data, complies with applicable laws and regulations. You must not:

• Submit false, misleading, or inaccurate information
• Upload content that infringes on intellectual property rights
• Share information that violates privacy rights or confidentiality obligations
• Use the Services to generate discriminatory content or perpetuate unfair housing practices
• Upload content that is unlawful, harassing, threatening, or offensive

5.3 Professional Responsibility

You acknowledge that:

• Our AI systems provide suggestions and assistance but do not replace professional judgment
• You remain responsible for all client communications and professional advice
• You must verify AI-generated content before sharing with clients
• You must maintain compliance with applicable real estate laws and regulations
• You must disclose when AI tools have been used to generate client-facing content

5.4 Security Obligations

You agree to:

• Keep your login credentials secure and confidential
• Not share your account access with unauthorized users
• Implement reasonable security measures to protect client data
• Notify us promptly of any security breaches or unauthorized access
• Comply with industry security standards when handling sensitive information

6.1 Subscription Fees

• Subscription fees are charged according to your selected plan and billing cycle
• Fees are non-refundable except as required by law or as expressly stated in these Terms
• We may change subscription fees with 60-day advance written notice
• You agree to pay all applicable taxes related to your use of the Services
• Currency conversion fees may apply for international transactions

6.2 Billing Procedures

• Your subscription will automatically renew unless cancelled before the renewal date
• Payment method information will be stored securely for recurring billing
• Failed payments may result in temporary suspension of service after grace period
• You are responsible for keeping payment information current and accurate
• Billing disputes must be reported within 60 days of the billing date

6.3 Cancellation and Refunds

• You may cancel your subscription at any time through your account dashboard
• Cancellation will be effective at the end of your current billing cycle
• No refunds will be provided for partial subscription periods
• Promotional or trial offers may have specific cancellation terms
• Unused AI tokens do not carry over after cancellation

6.4 Usage-Based Charges

• AI usage is limited by subscription-tier quotas to control costs
• Overage protection prevents unexpected charges from AI usage spikes
• Additional token packages may be purchased for qualifying subscription tiers
• Emergency cost controls may be activated during provider cost increases

7.1 Ownership of Services

Kairos IQ and its licensors own all right, title, and interest in and to the Services, including:

• Software code and architecture
• AI models and algorithms
• User interface design and graphics
• Trademarks, service marks, and logos
• Documentation and training materials
• Proprietary AI training data and methodologies

7.2 Limited License to Users

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes, subject to these Terms and your subscription level.

7.3 User Content

• You retain ownership of content you submit to the Services
• You grant us a worldwide, non-exclusive license to use, store, and process your content for the purpose of providing the Services
• We may use anonymized and aggregated data derived from your usage to improve our Services
• You represent that you have the right to submit all content you provide

7.4 AI-Generated Content

• Content generated by our AI systems is provided for your use in connection with the Services
• You are responsible for reviewing and validating AI-generated content before use
• We do not claim ownership of AI-generated content once delivered to you
• AI-generated content must be used in compliance with these Terms and applicable laws
• You must disclose AI assistance when required by professional or legal standards

7.5 Feedback

If you provide suggestions, comments, or feedback regarding the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such feedback without restriction.

8.1 Confidentiality

We will treat your data with appropriate confidentiality and implement reasonable security measures to protect it in accordance with industry standards and applicable laws.

8.2 Privacy Policy

Our collection and use of personal information is governed by our Privacy Policy and AI Privacy Policy, which are incorporated into these Terms by reference.

8.3 Data Processing

We process your data in accordance with:

• These Terms
• Our Privacy Policy
• Our AI Privacy Policy
• Our AI Usage Policy
• Applicable data protection laws (GDPR, CCPA, etc.)

8.4 Data Security

We implement administrative, technical, and physical safeguards designed to protect your data, but no system is completely secure. You are responsible for:

• Maintaining the confidentiality of your login credentials
• Ensuring the security of your own networks and systems
• Implementing appropriate safeguards for client data
• Compliance with applicable data protection regulations

9.1 Third-Party Services

• The Services may integrate with or enable access to third-party services
• Use of third-party services is subject to their terms and conditions
• We are not responsible for third-party services or content
• Third-party integrations may be added or removed at our discretion
• We may charge additional fees for premium third-party integrations

9.2 AI Technology

• Our Services utilize various artificial intelligence technologies and large language models
• We may use different AI providers and models at our discretion, including but not limited to Claude, OpenAI, proprietary models, or open-source models
• We may deploy AI models locally or utilize cloud-based AI services
• We reserve the right to change, upgrade, or replace the underlying AI technology with 60-day notice for changes that significantly affect functionality
• The specific AI technology used does not alter your rights and obligations under these Terms

9.3 External Links

• The Services may contain links to external websites or resources
• We are not responsible for the content, accuracy, or practices of linked sites
• Links do not imply endorsement or affiliation

10.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL MEET YOUR REQUIREMENTS
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• THE RESULTS FROM THE SERVICES WILL BE ACCURATE OR RELIABLE
• THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS
• ANY ERRORS IN THE SERVICES WILL BE CORRECTED

10.2 AI-Specific Disclaimers

• AI-generated content may contain inaccuracies or errors
• AI systems cannot replace professional judgment or expertise
• AI recommendations should be reviewed before client use
• AI performance may vary based on input data quality and context
• AI models may exhibit biases despite our efforts to minimize them

10.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KAIROS IQ, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES.

IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM.

10.4 Real Estate Specific Disclaimers

• Property data may not be complete or up-to-date
• Market analyses are estimates and not guarantees of future performance
• AI evaluations of leads or properties are assistive tools, not definitive assessments
• Users remain responsible for compliance with real estate laws and regulations

You agree to defend, indemnify, and hold harmless Kairos IQ, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with:

• Your access to or use of the Services
• Your violation of these Terms
• Your violation of any third-party right, including without limitation any intellectual property right or privacy right
• Any content submitted through your account
• Your use of AI-generated content with clients or third parties
• Your failure to comply with applicable real estate laws and regulations

12.1 Term

These Terms will remain in effect until terminated by either you or us.

12.2 Termination by You

You may terminate these Terms by:

• Cancelling your subscription through your account dashboard
• Ceasing all use of the Services
• Closing your account (where such option is available)

12.3 Termination by Us

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including without limitation:

• Violation of these Terms
• Failure to pay subscription fees
• Suspected fraudulent, abusive, or illegal activity
• Extended periods of inactivity
• Upon request by law enforcement or regulatory authorities
• Repeated violation of AI usage policies

12.4 Effect of Termination

Upon termination:

• Your right to access and use the Services will cease immediately
• We may delete your account and associated data according to our data retention policies
• Any outstanding payment obligations will remain in effect
• Provisions that by their nature should survive termination shall survive

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Arizona, without regard to its conflict of law provisions.

13.2 Agreement to Arbitrate

You and Kairos IQ agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be determined by binding arbitration. The arbitration will be conducted by a mutually agreed arbitration provider under its applicable rules.

13.3 Class Action Waiver

YOU AND KAIROS IQ 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.

13.4 Exceptions

Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:

• Bring an individual action in small claims court
• Pursue enforcement actions through applicable federal, state, or local agencies
• Seek injunctive relief in a court of law

14.1 Entire Agreement

These Terms, together with the Privacy Policy, AI Privacy Policy, and AI Usage Policy, constitute the entire agreement between you and Kairos IQ regarding the Services and supersede all prior agreements and understandings.

14.2 Waiver

No failure or delay by Kairos IQ in exercising any right under these Terms shall constitute a waiver of that right.

14.3 Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions shall remain in full force and effect.

14.4 Assignment

You may not assign or transfer these Terms without the prior written consent of Kairos IQ. Kairos IQ may assign these Terms without restriction.

14.5 Notices

We may provide notices to you via email, postal mail, or postings on the Services. For contractual purposes, you consent to receive communications from us electronically.

14.6 Force Majeure

We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including, but not limited to, acts of God, natural disasters, pandemic, war, terrorism, riots, civil unrest, government action, labor disputes, or Internet service disruptions.

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on our website
• Updating the “Effective Date” at the top of these Terms
• Sending an email to the address associated with your account
• Providing notification through the Services

Your continued use of the Services after such changes constitutes your acceptance of the new Terms.

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. These Terms are designed to protect both your interests and ours while ensuring responsible use of our AI-powered real estate platform.