Terms of Service

Last updated: 2024.02.06

Our general, universal Terms of Service (to which you agree) are provided below and are accessible at all times from within all Privy products and services and at our website at https://www.privy.pro/terms-of-service.

Introduction

If you have been supplied a hyperlink or have received user credentials enabling you to access our software-as-a-service platform, and you have used the hyperlink or those credentials to access our platform, you are deemed a “User” and subject to these Terms of Service.

As a User, you certify to us that: (a) you are at least 18 years of age, (b) you are legally able to enter into contracts, and (c) you are not a person barred from receiving or using the Services under federal, state, local, or other laws.

These Terms of Service apply to all Users to the extent applicable and constitute an agreement between each User and Privy. Additional or separate terms may apply to Individual Users and Enterprise Users. In the event of any conflict or inconsistency between these Terms of Service and any separate agreement, including any Enterprise Agreement, the terms of the other (separate or Enterprise) agreement shall govern.

You agree that by creating an account for access and use of our Services, or if you have clicked to accept these Terms of Service, you are agreeing to enter into a legally binding contract with Privy (even if you are using our Service as an Enterprise User). If you do not agree to this contract, do not click to “Accept” or otherwise take action signifying your intention to use the Service or your agreement to these Terms of Service, and do not access or otherwise use our Service.

The Privy software-as-a-service platform is comprised of various web pages operated by RE Data Lab, Inc. ("The Company"; also known as “Privy”). These may include but are not limited to getprivynow.com, privy.pro, intel.privy.pro and app.privy.pro (the "Sites"). The use of any other data, applications, tools, features, content, services and options available through our Sites or Software Application or otherwise provided by Privy in connection with our Site or Application (collectively with the Site and Application, the "Services"). By accessing, browsing or using the Services or any of our Sites, you are indicating that you have read and acknowledge and agree to be bound by this Terms of Service Agreement and any additional terms of service applicable to certain areas of the Services and posted by us in those areas of the Services, which are incorporated herein by reference (collectively, "Terms of Service"). Please read these terms carefully, and keep a copy of them for your reference.

These Terms of Service may be revised at any time for any reason, and we may provide you notice of these changes by any reasonable means, including by posting the revised version of the Terms of Service. You can determine when we last updated these Terms of Service by referring to the "Last Updated" legend at the bottom of these Terms of Service. By accessing, browsing or using the Services following the posting of changes to these Terms of Service, you accept such changes. You agree to use the Services for lawful purposes only in a manner consistent with any and all applicable rules, laws and regulations. Any use of the Services in a manner inconsistent with these Terms of Service is deemed unauthorized access and may subject the User to civil or criminal penalties. We strongly recommend that you periodically visit this page of the Services to review these Terms of Service. We may also choose to provide you with notice and we may require you to accept the modified Terms of Service as a condition to your continued use of the Service. Your continued use of our Service after we publish or send a notice about changes to these Terms of Service means that you have consented to the updated terms.

Scope and Limitations of Service

Privy is an online real estate investment software and education platform. Privy provides Users access to data, technology, education and other services to more easily find and analyze real estate opportunities.

Access to the Services is provided to Users who agree to pay applicable subscription fees. Privy is not involved in negotiating, and is not compensated for any real estate or other transactions that arise out of interactions between Users of the Services.

Investment Warnings

We are not investment advisers. Users of the Sites must make their own investment decisions, either alone or with their personal advisors. You acknowledge that you are not relying on us, our data, or other services in making investment decisions.

Full Earnings Disclosure

RE Data Lab, Inc. or Privy does not guarantee income or success. Privy declares all information provided directly by Privy is true and accurate, and any claims made of actual earnings or examples of actual results can be verified upon request.

The earnings, revenue and profit results that a User will generally achieve in circumstances similar to those depicted in the endorsements and testimonials on this site depend on many factors and conditions, including but not limited to, work ethic, learning ability, use of the products and services, business experience, daily practices, business opportunities, business connections, market conditions, availability of financing, and local competition, to name a few. Because of impediments due to any one or more of the foregoing and other factors, it is generally expected that earnings, revenues or profits may not be achieved with the use of any products or services advertised on this site in circumstances similar to those referenced in any endorsement or testimonial. Any income or product claims made by members or third parties have not been verified by Privy.

Privacy

Your use of Privy and our Sites is subject to Privy's Privacy Policy. Please review our Privacy Policy, which also governs the Sites and informs Users of our data collection practices.

We may modify our Privacy Policy and any other policies applicable to Users from time to time. If we make material changes to the Privacy Policy or any other policies applicable to Users, we may provide you notice and we may require you to accept the modified policy as a condition to your continued use of the Service. Your continued use of our Service after we publish or send a notice about changes to any of these policies means that you have consented to the updated policy.

Electronic Communications

Visiting our Sites or sending emails to Privy constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Sites, satisfy any legal requirement that such communications be in writing.

Your Account

If you use the Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Privy is not responsible for third party access to your account that results from theft or misappropriation of your account. Privy and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Registration

Unless you are an Enterprise customer, each registration is for a single User only. In consideration of your use of the Services, you agree to provide accurate, current and complete information about yourself or your company as requested on the Services registration form and to maintain and promptly update the information (including, in particular, your e-mail address) you provide from time to time as necessary to keep the information true, accurate, current and complete. By accepting these Terms of Service, you represent and warrant that you are 18 years of age or older and that, if you have accepted these Terms of Service on behalf of any business (such as a corporation, partnership, limited liability company or other organization) or other entity, you represent and warrant that you have legal authority to do so.

Any changes to your registration information should be made on the Services. If you provide information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services.

Pricing Changes

Privy displays the pricing for the Services on our websites, marketing or in the Services, as applicable.

Users of the Services can purchase several types of subscription plans allowing you to access those portions of the Services described under each plan. You will be charged a subscription fee for the use of these Services. Privy reserves the right to change the fees at any time, upon notice to you. The increase will apply to the next payment due from you after the notice, provided that you have been given prior notice before the charge is made.

By registering for an account to use the Services, you agree to pay Privy the fees for the Services applicable to the account level chosen. For any upgrade or downgrade in subscription plan level, the credit card that you provided will automatically be charged the new rate immediately.

Promotion Codes and Discounts

Privy may, from time to time and at Privy’s sole discretion, offer certain promotional discounts, which may be affected by the use of one or more promotional codes required at the time of signing up for your account. Privy will gladly accept any valid promotional codes so long as they are used during the signup process and prior to the expiration date of such code(s). All promotional codes are subject to their usage restrictions, which may vary from time to time and from one code to another.

Fees and Payment Terms

Individual Users: Each Individual User shall be solely responsible for all sales and use taxes, network access fees, and regulatory and similar charges applicable to the Service, provided that in those jurisdictions in which Privy is required to collect sales tax, applicable sales tax based on the bill-to address and the sales tax rate in effect at the time of purchase will be added to your total price, and all tax collected will be remitted to the appropriate taxing jurisdiction by Privy or a third-party payment processing service. Privy may require automatic payments by credit card or automated clearing house (ACH). All payments must be made in U.S. dollars.

Enterprise Users: Payment for all sales and use taxes, network access fees, and regulatory and similar charges applicable to the Service shall be governed by the applicable Enterprise Agreement.

Free or Paid Trials

Privy does not generally offer free trials but may elect to do so from time to time. If you receive a free or paid trial subscription for any of the Services, you will receive free or paid access to that Service for the duration of the free or paid trial period. If you cancel the subscription during the free or paid trial period you will not be billed further. If you do not cancel during the free or paid trial period, you will be billed at the end of the free or paid trial period for the first period of the subscription that you purchased at prevailing rates, which will commence at the end of the free or paid trial period. Access to free or paid trials may be limited to a certain number of free or paid trials for each User during a given period. To avoid any charges, you must cancel BEFORE the end of the trial period.

Service Cancellations and Temporary Service/Billing Suspensions

Auto-recurring subscriptions to Services (whether monthly, annually or any other billing cycle) renew automatically, unless you cancel the subscription BEFORE the end of the applicable billing cycle. Privy may or may not not send advance billing notifications on auto-subscriptions.

If you purchase an auto-recurring periodic subscription to our Service you may cancel that subscription in accordance at any time BEFORE the end of the applicable billing cycle, and the cancellation will apply to the next period. For example, if you purchase a monthly subscription, you may cancel that subscription at any time during any month of the subscription, and the subscription will be canceled as of the following month. You WILL NOT receive a partial, prorated or full refund for the current billing period subscription in which you request the cancellation, whether on a monthly, annual or any other billing cycle. Note, your access to Privy will continue until the end of the then-current billing term (until the beginning of the billing term in which your cancellation takes effect).

The only acceptable methods for you to cancel your subscription(s) is to (a) contact Privy by sending a written email request to support@privy.pro; or (b) manually from within your Privy account (generally located in your User Profile or Settings area of the application (currently labeled “Account/Billing” in the main menu); please contact our customer support for assistance finding the cancellation feature if you are unable to find it). If you contact our customer support to cancel your subscription, once you have provided sufficient information, Privy will provide a follow up email or phone call to you confirming any cancellations. Cancellations are only effective upon receipt of a cancellation email confirmation from Privy.

Voicemail messages, text messages or emails sent to any phone numbers and/or email addresses other than support@privy.pro are not an acceptable mechanism for submitting cancellation requests, and may not result in cancellation of any Service or the respective charges associated with that Service.

As an alternative to service cancellation (for monthly billing terms only), Privy may offer, at Privy’s discretion, temporary service suspensions during which you will not be billed for your Privy service during a specified service suspension period (e.g. typically one to three months). Note, the scope and duration of service suspension periods are offered at Privy’s discretion and may change from time to time. You may activate or request a service suspension via the application or by contacting Privy’s customer support directly. During a service suspension, access to your Privy service will be suspended during the suspension period. At the end of the suspension period, your billing will restart automatically as well as your access to the Privy service will be reactivated. We may also send you an email reminder that your reactivation is upcoming (note, if you have unsubscribed from Privy emails, you may not receive this email).

Refunds

All recurring subscription fees for all services are paid in advance and are non-refundable, except as otherwise provided in this Section or at the discretion of Privy. Privy does not offer refunds or credits for partial terms (monthly or annual) of service, upgrade/downgrade refunds, refunds for accounts that have had access to particular services restricted, refunds for accounts that have had upgrades canceled for any reason, including violations of these Terms of Service, or refunds for months of unused service.

The only exception to this refund policy is your initial subscription fee will be refunded in full if you request a refund within twenty-four (24) hours of the initial purchase date and time (in this context, “Initial” refers to your initial, first-ever billing cycle payment; it does not apply to any renewal term payments). Such refunds must be made in writing (email is sufficient), by phone, via our in-application chat capability or using the manual cancellation feature within the Privy application within the allotted time frame.

Service Deactivations

We reserve the right to deactivate your access to the Services for your failure to pay applicable fees, including payment plans, or for violations of these Terms of Service. If you provide us with a credit card that expires during the term of these Terms of Service, we reserve the right to charge any renewal card issued to you as a replacement. You agree to promptly pay Privy in the event of any refusal of your credit card issuer to pay any amount to Privy for any reason. You agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. In the event you fail to pay any amount when due, Privy may immediately suspend or terminate your access to any or all of the Services.

An Enterprise customer may terminate access to the Service with respect to any Enterprise User employed by or affiliated with such Enterprise customer of Privy.

Links to Third Party Sites/Third Party Services

Our Sites may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Privy and Privy is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Privy is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Privy of the site or any association with its operators.

Certain services made available via our Sites are delivered by third party sites and organizations. By using any product, service or functionality originating from our Sites, you hereby acknowledge and consent that Privy may share such information and data with any third party with whom Privy has a contractual relationship to provide the requested product, service or functionality on behalf of Privy Users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use our Sites strictly in accordance with these terms of use. As a condition of your use of our Sites, you warrant to Privy that you will not use the Sites for any purpose that is unlawful or prohibited by these Terms. You may not use our Sites in any manner which could damage, disable, overburden, or impair the Sites or interfere with any other party's use and enjoyment of the Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through our Sites.

All content included as part of the Service, such as data, text, graphics, logos, images, as well as the compilation thereof, and any software used on the Sites, is the property of Privy or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on any of our Sites. Privy content is not for resale. Your use of our Sites does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Privy and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Privy or our licensors except as expressly authorized by these Terms.

Other Restrictions & Limitations on Use

Privy reserves the right to make changes, modifications and enhancements to the Service from time to time in its sole discretion.

User shall not, and shall not assist or encourage any third party to, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) interfere with or disrupt the integrity or performance of the Service or the Privy Content in any manner; (iii) attempt to gain unauthorized access to the Service; (iv) remove, alter, or obscure any proprietary notices (including copyright notices) of Privy or its licensors contained within the Documentation or displayed in connection with the Service; (v) modify or make derivative works based upon the Service or the Privy Content; (vi) except as may be expressly permitted as a part of the Service, create Internet “links” to the Service or “frame” or “mirror” any Privy Content on any other server or wireless or Internet-based device, unless otherwise mutually agreed in writing by the parties; (vii) itself, or permit others, to duplicate, copy, translate, disassemble, decompile, reverse engineer or remanufacture the Software in whole or in part or otherwise attempt to derive the source code for the Software; (viii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service; or (ix) otherwise use the Service or the Software except as expressly allowed under these Terms of Service.

User may not release to any third party the results of the Service performed by or on behalf of User for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of Privy.

User shall not use the Service to: (i) send spam or duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; or (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

Users may not create a false identity on Privy (other than for the limited purpose of providing training to others or demonstrating how to use our Service), misrepresent such User’s identity, create a Privy profile for anyone else or use or attempt to use another’s account, override any security feature or bypass or circumvent any access controls or use limits of the Service, or use bots or other automated methods to access the Service. User may not imply or state that such User is affiliated with or endorsed by Privy without Privy’s express consent.

User must (i) use the Service only for its own business purposes as specified in these Terms of Service, (b) comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements, (c) provide accurate information to Privy pertaining to such User and keep such information updated, or (d) use the Service in a professional manner.

Privy provides capabilities in which a User may share information about a specific real estate property (the “property Sharing feature”) with one or more human recipients by which those recipients receive an email containing a direct URL (aka link or web address) that, when clicked by the recipient, will cause the property (or properties) to be presented to the recipient in a browser (each, a “Shared Property Link”). These property Sharing features are intended for the original recipients only. A User may not post, distribute, display or otherwise make these Shared Property Links accessible to the general public (via a web browser on any computing device or mobile device) or to any other unintended human or machine user who or that was not an original, intended recipient. Doing so shall be a direct violation of these Terms of Service and may furthermore be a violation of the third-party data source providers that provide data to the Privy Services.

Other Users/Third Parties

By using our Service, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Privy generally does not review User Data or other content provided by Users or others, and Privy is not responsible therefore, nor for any misuse of our Service by others.

You are responsible for deciding if you want to access or use any third-party apps or sites that link from our Service. If you allow a third-party app or site to authenticate you or connect with your Privy account, that app or site can access information on Privy related to you and your connections. Third-party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways Privy would not. Except to the limited extent it may be required by applicable law, Privy is not responsible for these other sites and apps – use these at your own risk.

Third Party Products made available or distributed under these Terms of Service may be subject to additional terms and conditions that vary from those set forth herein and such terms and conditions are hereby incorporated into these Terms of Service by reference to the extent expressly identified.

Support and Service Levels

As part of the Service and subject to these Terms of Service and any applicable Enterprise Agreement, Privy will use commercially reasonable efforts to (a) ensure the Service is accessible over normal network connections, excepting downtime (planned or unplanned) due to necessary maintenance and troubleshooting; (b) maintain the security of the Service; and (c) provide support services during Privy’s regular business hours for Service-related questions from Users.

User Data

The Service allows certain messaging and sharing of information by Users which may be seen by other Users. Where settings are available, Privy will honor the choices Users make about who can see content or information, including User Data. Privy is not obligated to publish any information or content on the Service, including any User Data, and may remove it in Privy’s sole discretion, with or without notice.

User shall be solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of User Data provided by User to Privy. User warrants that it shall have the right to possess and use all User Data, including the right to disclose User Data to Privy and use User Data in connection with the Service. To the extent relating to any Enterprise or Consumer, User represents and warrants that: (a) User has received all required consents or authorizations with respect to User Data referencing any individual before accessing, storing, or transferring to Privy such User Data; (b) User shall use, store, and transfer all User Data in accordance with all laws applicable to User or User’s business (which may include, but is not limited to, the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1338) (as amended from time to time, the “GLB Act”) and any state law equivalents of counterparts thereof and all regulations promulgated under any of them), and any terms or conditions imposed by any third party with respect to any Third Party Products.

User may not disclose information that such User does not have the right to disclose, including the information of any third party, including any Enterprise, or violate the Intellectual Property Rights of others.

As between a User and Privy, each User owns its User Data and any other content and information that such User submits or posts to the Service, subject to the following limited non-exclusive license granted by Users to Privy: A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, solely in connection with the Service and without any further consent, notice and/or compensation to any User or others, any User Data and other information and content provided by Users. Users can end this license for specific User Data, information and content by deleting it from the Service, or generally by closing their account, except (a) to the extent shared with others as part of the Service and copied, re-shared or stored by those with whom it was shared and (b) for the reasonable time it takes to remove from backup and other systems.

Consumer Users acknowledge that Privy’s stated purpose is to increase business opportunities for real estate investors, real estate agents, loan officers, lending companies, title companies and other entities involved in the real estate investing industry. As a result, Consumer Users understand and agree that foregoing limited non-exclusive license grants Privy the right to share User Data relating to such Consumer Users with other Users in connection with the Service, subject to the same limitations set forth above.

Privy has no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy. In addition, Privy may delete and remove from the Service any User Data pertaining to any individual, including Consumers, upon the request of such individual.

In the event you use any Connected Products, in addition to all other terms applicable to User Data and Third Party Products set forth in these Terms of Service, you acknowledge and agree that Privy has no control over, and assumes no responsibility for, the content, privacy policies or practices of the provider of any such Connected Product and you expressly agree that Privy does not need to give you notice every time you connect to a Connected Product through the Service. In addition, Privy will not, and cannot, censor or edit the content of any Connected Product. By using any Connected Product in connection with the Service you expressly relieve Privy from any and all liability arising for your use thereof. We encourage you to be aware when you are using a Connected Product and to read the terms and conditions of each Connected Product you use.

Additional Terms for Real Estate Agent Users (Individual or Enterprise)

Privy has entered into data relationships with many MLS (Multiple Listing Service) organizations in order to obtain access to the MLS data that makes Privy possible. Those relationships are governed by various terms and conditions between Privy and those MLS organizations and, from time to time, may include an MLS organization engaging in an audit of Privy’s compliance with those terms and conditions. Privy must adhere and impose certain requirements upon the MLS Member and our real estate agent Users in order to maintain the agent-level subscription and access to Privy. Privy may also require you, as a real estate agent User and as a MLS Member, to participate in the MLS organization’s audit and it is your responsibility to complete and comply with any and all requested items or tasks within the given timeline to maintain MLS compliance. In most cases, the MLS organization will contact you directly (as well as Privy). Failure to complete the required MLS formalities may result in your access being revoked until the required tasks are completed. The Privy team will assist and guide you through the process when allowed by the MLS (which is most cases).

Additional Terms for Enterprise Users and Individual Users

If you are an Enterprise User, you acknowledge and agree that the Enterprise with which you are employed or affiliated has the right to control your access to the Service and to receive reports on your use of the Service. You further acknowledge and agree that the applicable Enterprise Administrative User may review your access to and use of the Service and take certain actions regarding your Enterprise User account. In the event of any dispute between you and the applicable Enterprise (or any person acting on behalf of such Enterprise), Privy shall not be responsible for the resolution thereof, and Privy shall be entitled to follow all reasonable instructions of the Enterprise with respect thereto.

If you are signed up for our Service as an Individual User but you are affiliated with an enterprise entity who may also be an Enterprise customer of Privy, you acknowledge and agree that the applicable Affiliated Enterprise may review your access to and use of the Service. Further, you acknowledge and agree that Privy may provide information to your Affiliated Enterprise directly regarding your access to and use of the Service. Further, you acknowledge and agree that the applicable Affiliated Enterprise can instruct Privy to take certain actions with respect to your account, provided that such action is consistent with these Terms, Privy’s Privacy Policy and other rules, terms and conditions relating to the use of the Service. Such actions may include, but are not necessarily limited to, making changes in the Service related to your compliance with the Affiliated Enterprise’s brand guidelines and other compliance obligations applicable between you and your Affiliated Enterprise. Such actions shall not include an instruction to cancel or deactivate your account. In the event of any dispute between you and your Affiliated Enterprise, including, but not limited to, rights to User Data concerning any Consumer User, Client and/or Lead, Privy shall not be responsible for the resolution thereof, and Privy shall be entitled, but is not obligated, to follow all reasonable instructions of your Affiliated Enterprise with respect thereto while you are still affiliated with such Affiliated Enterprise.

The Service enables Individual Users and Enterprise Users to upload certain types of Relationship Data. Without limiting anything in these Terms, the Documentation, or otherwise, only the following types of Relationship Data are permitted:

a. Client Transactional Relationship Data, subject to our rights to remove User Data we believe violates these Terms or results in reputational risk or damage to our Service.
b. There are two types of Lead Data that you may upload to the Service:
i. Mutual Contact Lead Data, subject to our rights to remove User Data we believe violates these Terms or results in reputational risk or damage to our Service.
ii. Opt-In Lead Data; however, in addition to our right to remove User Data we believe violates these Terms or results in reputational risk or damage to our Service, we may choose, at our discretion, to perform our own data quality assurance process on any such Opt-In Lead Data to ensure it meets our Terms and does not pose reputational risk.

Without limiting anything in these Terms, you are prohibited from uploading any information about any Consumer or other individual with whom you have had no contact, or who has not affirmatively opted into becoming a Lead or who may not have been aware of the consequences of their actions that resulted in them becoming a Lead.

Without limiting the foregoing, Privy reserves the right to remove any User Data, including, but not limited to, any Relationship Data, you upload or attempt to upload to the Service that Privy believes violates these Terms or results in reputational risk or damage to Privy’s Service.

Additional Terms for Administrative Users

If you are an Administrative User, when using the Service in your role as an Administrative User, you are only permitted to use the Service as follows:

a. Enterprise Administrative Users may access the Service to review the use of the Service by applicable Enterprise Users to ensure: (i) consistency with the Enterprise’s brand requirements; (ii) such use complies with applicable legal compliance obligations; (iii) such use complies with applicable Enterprise requirements; (iv) manage User Data related to Consumers associated with Enterprise Users; (v) manage certain Enterprise User system preferences; (vi) manage certain Enterprise system preferences; (vii) disable or inactive Enterprise User accounts; and/or (viii) manage or execute other permissible actions as they may be available to Enterprise Administrative Users over time. Enterprise Administrative Users can also transfer Clients and Leads from one Enterprise User to another.

b. Enterprise Administrative Users of an Affiliated Enterprise may access the Service to review the use of the Service by applicable Individual Users to ensure: (i) consistency with the Affiliated Enterprise’s brand requirements; (ii) such use complies with applicable legal compliance obligations; and (iii) such use complies with applicable Affiliated Enterprise requirements. Enterprise Administrative Users of an Affiliated Enterprise are prohibited from and cannot (i) access information regarding Clients and Leads in Individual User accounts; (ii) transfer Clients and Leads from one Individual User to another; or (iii) otherwise cancel or deactivate Individual User accounts.

International Users

The Service is controlled, operated and administered by Privy from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Privy Content accessed through our Sites in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Governing Law and Jurisdiction

Company operates the Services from its offices in Colorado, U.S.A. These Terms of Service and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of Colorado, U.S.A. without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sale of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in the United States, shall not apply. The exclusive forum for the resolution of any dispute relating to these Terms of Service shall be the state and federal courts in Denver County, Colorado, U.S.A., and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms of Service and agree to service of process on you by e-mail to the address you have submitted on the Services, if any, and by any other means permitted by law.

Indemnification

You agree to indemnify, defend and hold harmless RE Data Lab, Inc. its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use our Sites or services, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Privy reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Privy in asserting any available defenses.

No Warranty

TO THE EXTENT ALLOWED UNDER LAW, PRIVY AND ITS AFFILIATES (AND THOSE THAT PRIVY WORKS WITH TO PROVIDE THE SERVICE) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON-INFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING PRIVY CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

PRIVY DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED PRIVY SPOKESPERSONS. PRIVY DOES NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENT, ADVICE OR OPINIONS CONTAINED IN USER CONTRIBUTIONS AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF PRIVY. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

THE DATA, PHOTOS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. RE. DATA LAB, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN OUR SITES AT ANY TIME.

Limitation of Liability

IN NO EVENT SHALL PRIVY BE LIABLE TO ANY USER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY OR ANY OTHER LEGAL THEORY OR FOR ANY ERROR OR INTERRUPTION OF USE; LOSS, INACCURACY, OR CORRUPTION OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANYTHING ELSE IN THESE TERMS OF SERVICE, THE AMOUNT OF PRIVY’S LIABILITY TO USERS OR OTHERS ACCESSING THE PRIVY SITE SHALL IN NO CASE EXCEED THE GREATER OF FEES ACTUALLY PAID BY USER TO PRIVY HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR OCCURRENCE OF CIRCUMSTANCES GIVING RISE TO THE LIABILITY OR THE AMOUNT OF $200. FOR THE SAKE OF CLARITY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, PRIVY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY COSTS, EXPENSES, DAMAGES, OR LIABILITIES, AND USER SHALL BEAR ALL RESPONSIBILITY WITH RESPECT TO ANY DAMAGES OR LIABILITIES (INCLUDING THIRD PARTY CLAIMS) CAUSED BY OR ARISING FROM: (A) ANY VIOLATION BY USER OF ANY APPLICABLE LAW ASSOCIATED WITH USER DATA; (B) THE ACTION OR INACTION OF USER (UNLESS AT THE SPECIFIC DIRECTION OF PRIVY); OR (C) USER’S FAILURE TO FULFILL ITS RESPONSIBILITIES HEREUNDER.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.

IF YOU ARE ACCESSING THE PRIVY SITE OR SERVICES FROM NEW JERSEY, YOU (A) ASSUME ALL RISKS OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF, OR INABILITY TO USE, THE PRIVY SITE OR SERVICES; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THE PRIVY SITE OR SERVICES; (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE PRIVY AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE PRIVY SITE OR SERVICES; AND (D) YOU VOLUNTARILY GIVE UP OR WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST PRIVY FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF PRIVY AND THEIR AGENTS AND EMPLOYEES. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.

Arbitration

YOU AND COMPANY AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS WEBSITE TERMS OF USE OR RELATED PRODUCTS OR SERVICES SHALL BE FINALLY DECIDED BY BINDING ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION GOVERNING CONSUMER DISPUTES. Arbitration uses a single, neutral arbitrator to decide a dispute (instead of a judge or jury); arbitration allows for more limited discovery than in a court case; and the arbitration process and result is subject to very limited review by courts. In an arbitration you have the right, at your expense, to be represented by an attorney of your choosing. Arbitrators can award the same damages and relief under this EULA that a court can award under this EULA. You and Company agree that any in-person arbitral hearing would occur in the same County and State as your billing address. Company further agrees that your filing fee for an arbitration will be capped at the amount set by the American Arbitration Association. You agree that, by agreeing to this EULA, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this EULA and the termination of your use of the Mobile Mail. REGARDLESS OF THE FORUM, YOU AND COMPANY 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 Company agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any User submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Privy with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the Privy to locate the material;
• Information reasonably sufficient to permit Privy to contact you, such as an address, telephone number, and, if available, an electronic mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

DMCA claims may be sent to us at legal@privy.pro or support@privy.pro.

Compliance with Laws

Each party shall comply with all applicable laws and regulations concerning its use or provision of the Service, including all applicable privacy laws.

Assignment

User may not assign or transfer, by operation of law or otherwise, any of its rights under the agreement created by these Terms of Service to any third party without Privy’s prior written consent. Privy shall have the right to assign the agreement created by these Terms of Service to any other person, firm or corporation without notice to User and shall have the right to subcontract any installation and/or services, including monitoring, in its sole discretion.

Severability

If a court with authority over the agreement created by these Terms of Service finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of the agreement.

No Waiver

If we don't act to enforce a breach of the agreement created by these Terms of Service, that does not mean that Privy has waived its right to enforce the agreement.

Termination/Access Restriction

Privy reserves the right, in its sole discretion, to terminate your access to our Sites and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Colorado and you hereby consent to the exclusive jurisdiction and venue of courts in Colorado in all disputes arising out of or relating to the use of our Sites or Service. Use of our Sites is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Privy as a result of this agreement or use of our Sites. Privy's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Privy's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Privy with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the User and Privy with respect to our Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and Privy with respect to our Sites. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms & Severability

You may not assign, sublicense or otherwise transfer any of your rights under these Terms of Service. If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Headings in these Terms of Service are for convenience only and shall have no legal meaning or effect. No action arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose. These Terms of Service, and not the conduct between us or any trade practice, shall control the interpretation of these Terms of Service between the parties respecting the Services. Company’s failure to enforce a particular provision of these Terms of Service does not mean that Company waives the right to enforce it in the future; Company shall waive such a right only in writing.

These Terms of Service and all other written agreements duly executed between you and Company in connection with your use of the Services constitute the entire agreement between you and Company with respect to the subject matter hereof and supersede any prior or contemporaneous proposals, discussions, communications, or oral agreements heretofore made.

Contact Us

Privy welcomes your questions or comments regarding these Terms of Service.

RE Data Lab, Inc., PO Box 13647, Denver, Colorado 80201 support@privy.pro

IMPORTANT DEFINITIONS

In addition to those capitalized terms defined elsewhere in these Terms of Service:

“Administrative User” means, generally, an employee User of an Affiliated Enterprise or Enterprise customer of Privy or an Individual User associated or affiliated to another Individual User (such as an administrative assistant).

“Client” means a Consumer with whom you have a distinct, current or previous transactional relationship with (a “Client Transactional Relationship”). By way of example only: (i) if you are a loan officer, this includes a Consumer that originated a loan with you; and (ii) if you are a real estate agent, this includes a Consumer who has purchased or sold a home with you.

“Client Transactional Relationship Data” means information about a Client or Consumer.

“Connected Products” means Third Party Products that the Service enables Individual Users and Enterprise Users to import information about Consumers and other information stored by or otherwise available from such Third Party Products into the Service.

“Consumer” means an individual who owns and/or invests in one or more homes or residential properties, typically a residential property or rental investment property; an individual who rents a residential property to another individual; or any other individual that may be interested in engaging in any residential real estate purchase, investment, sale or lending transactions.

“Consumer User” means a Consumer that accesses the Service.

“Contact Lead Data” means information about Leads with whom you have had direct contact or interaction. By way of example only, this includes: (i) information about Consumers with whom you might have been engaged in certain home-buying or real estate investing or lending activity but with whom no Client Transactional Relationship exists; (ii) information about a Consumer with whom you have discussed the Service and such Consumer expressed a desire to be added to the Service; and (iii) information about Consumers with whom you have had prior contacts (for example, a Consumer you met at an open house, educational seminar or other industry-relevant event).

“Documentation” means any user manuals and other technical documentation made available by Privy to Users for the Service in either electronic, online help files or hard copy format.

“Enterprise” means a business or other organization that enters into an Enterprise Agreement with Privy.

“Enterprise Administrative User” means an individual assigned by an Enterprise to perform certain administrative functions within the Service on behalf of the Enterprise.

“Enterprise Agreement” means the agreement between an Enterprise and Privy that grants individuals employed by or associated with such Enterprise or Consumer customers of Enterprise to access the Service.

“Enterprise User” means an individual who is provided access to the Service as part of an agreement between such individual and an Enterprise such individual is employed by or affiliated with, typically as an employee or Consumer customer, contact or lead of the Enterprise.

“Privy,” “we,” “our,” or “us” refers to RE Data Lab, Inc. also known as Privy.

"Privy Content" means (a) text, content, documents, audio, video, images, graphical representations, designs, illustrations, artwork, videos, music, and the organization, compilation and general look and feel associated with the Privy Site, (b) the Documentation, Software and any other products and services contained in or made available by Privy via the Service, and (c) any of Privy’s Intellectual Property used in connection with the Service.

“Privy Site” means the websites owned and operated by Privy, including, without limitation, websites located at a unique URL where Users may access and use the Service and privy.pro.

“Individual User” means an individual that pays to subscribe to the Service directly.

“Individual User Affiliated Enterprise” means the company or other entity an Individual User is employed by or affiliated with.

“Intellectual Property” means: (a) patents, inventions, and discoveries; (b) trademarks, service marks, domain names, social media user names, trade dress, and trade names, including the goodwill connected with the use thereof and symbolized thereby; (c) copyrights, moral rights, works of authorship (including software), proprietary designs and rights in data and databases; (d) confidential and proprietary information, including trade secrets and invention rights; (e) rights of privacy and publicity; (f) registrations and applications for any of the foregoing in (a) – (e); and (g) all other proprietary rights.

“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in the Intellectual Property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applicable for, any of the rights referred to in a clauses (a) through (e) of this definition.

“Lead Data” means information about Consumers who may become clients of yours but, at the time you seek to upload information to the Service, no Client Transactional Relationship exists between you and such Consumer (such Consumer referred to as a “Lead”).

“Opt-In Lead Data” means information about Leads with whom you have no prior contact but who have affirmatively “opted into” becoming a Lead with you through acceptance of conspicuous terms of service that inform such Lead about their actions and the consequences of opting in. By way of example, this includes: (i) information obtained through services where individuals may willingly “opt in” to learning more information and/or being contacted by a real estate or lending professional (e.g., Zillow, Realtor.com or Ylopo); and (ii) information obtained from Consumers that completed a lead capture form on your (or your Enterprise’s or Individual User Affiliated Entity’s) professional website.

“Relationship Data” means information regarding Consumers who previously were, currently are or may in the future become, clients of an Individual User or Enterprise User. For clarity, Client Transactional Relationship Data and Lead Data constitute Relationship Data.

“Service” means those products and services comprising the software-as-a-service platform made available by Privy to Users for use via a web browser on a User’s desktop or mobile device.

“Software” means the software application hosted by Privy that provides Provy Content and enables the Service, together with and including all updates, upgrades, enhancements and error corrections made generally available by Provy in its sole discretion.

“Terms of Service” means Privy’s standard terms of use for the service that a User must accept and agree to abide by in order to use the Service and are accessible at all times on the Privy Site or within the Service.

“Third Party Products” means any software (in source code or object code format), including without limitation, “open source” software, or other materials of a third party supplier or licensor, that is licensed to Privy and incorporated or integrated into or delivered with the Service.

“User Data” means any data, information or material pertaining to an Enterprise, Users, Consumers, or any third party, disclosed, provided or submitted to Privy in connection with the Service.