JibKey Terms of Service (User Agreement) Effective Date: September 9, 2024 Entity: JibKey, Inc., a Virginia corporation (“JibKey,” “we,” “us,” or “our”) Headquarters: 2451 Crystal Dr, 6th Floor, Arlington, VA 22202, USA Contact (all purposes, including legal/DMCA/support): info@jibkey.com By accessing or using JibKey websites, mobile applications, tools, APIs, and related services (collectively, the “Services”), you agree to this User Agreement (the “Terms”), our Privacy Policy, Cookie Policy, and all policies, notices, and addenda we reference (collectively, the “Policies”). If you do not agree, do not use the Services. JibKey is initially launching in Texas and will expand nationwide. State-specific provisions (including the Texas Launch Addendum) are incorporated in Section 26 and prevail for residents, transactions, and activities within the applicable state. 1) About JibKey (Marketplace; No Brokerage/No Escrow/No Advice) 1.1 Technology Platform. JibKey is a marketplace and communications platform that enables users to create, discover, bid on, buy, sell, advertise, and procure real-estate-related listings and services. 1.2 No Brokerage/No Agency/No Fiduciary. Unless expressly stated in a product-specific addendum: JibKey is not a real estate broker, agent, auctioneer, escrow holder, title company, law firm, appraiser, or fiduciary. We do not draft, negotiate, or review contracts, provide legal/tax/financial/real-estate advice, verify title or liens, or hold client funds or earnest money. 1.3 No Guarantee. JibKey does not guarantee listing accuracy, property condition, title status, vendor quality, financing outcomes, or that parties will complete a transaction. All transactions are solely between users. 1.4 Advertising & Personalization. The Services may include advertisements and personalized content as described in our Privacy Policy. 1.5 Affiliates & Referrals. If we introduce you to affiliates or third parties (e.g., inspectors, lenders, title/escrow, insurance), we may receive compensation or other benefits, disclosed as required by law (including RESPA anti-kickback rules). 2) Eligibility; Accounts; Verification 2.1 Age/Authority. You must be 18+ and capable of entering a binding contract. If you register on behalf of a business, you represent you have authority to bind it. 2.2 Accurate Information. You will provide accurate, current information and keep it updated. 2.3 Security. You are responsible for all activity under your account and for safeguarding credentials. 2.4 No Sharing/Transfer. Do not share or transfer your account without our written consent. 2.5 Verification/KYC/AML. We may (but are not obligated to) conduct identity, licensing, business, and sanctions screening directly or via third-party providers. We may refuse, suspend, or terminate any account at our discretion. 3) Roles & Responsibilities You may act in more than one role; applicable obligations stack. Viewers. May browse public content. No scraping, harvesting, or mass copying. Buyers. Responsible for independent due diligence (inspections, title search, HOA/condo review, financing, appraisal, legal review). When listing terms designate bids/offers as binding, your bid/offer is a binding offer (subject to stated contingencies). Sellers. Solely responsible for listing accuracy, legality, and required disclosures (e.g., known material defects, lead-based paint where applicable, HOA rules). You warrant authority to sell and compliance with fair housing/advertising laws. Bidders. Must bid in good faith; no shill bidding, collusion, or manipulation. Follow bid increments, reserves, timelines, and any auction rules stated on the listing. Vendors/Service Providers. Must hold and maintain required licenses/insurance and perform services professionally and lawfully; no unlawful referral fees or inducements (see RESPA). Advertisers. Ads must be truthful, lawful, non-discriminatory, and comply with our Advertising Policy and applicable platform/network policies. 4) Use of the Services; Restrictions 4.1 License. Subject to these Terms, JibKey grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services for lawful purposes. 4.2 Prohibited Conduct. You agree not to:(a) violate law or third-party rights;(b) impersonate or misrepresent; (c) upload malware, spam, or illegal content;(d) scrape, crawl, spider, mine, or harvest data (including via bots or automated means) without written consent;(e) reverse engineer, decompile, or bypass technical measures;(f) interfere with operation or impose unreasonable load;(g) manipulate bids, reviews, or ratings;(h) circumvent the platform to complete introductions off-platform to avoid fees;(i) use the Services to build competing products;(j) post discriminatory, defamatory, obscene, or deceptive content;(k) collect, sell, or repurpose user data except as permitted. 5) Listings, Bids, Offers & Transactions 5.1 Listing Conditions. We may moderate, rank, promote/demote, or remove listings, and alter presentation/placement. We may use automated systems (including AI) to enhance safety, quality, and relevance. 5.2 Accuracy & Ownership. Sellers assume responsibility for item/property descriptions, photos, pricing, terms, and compliance. 5.3 Bids/Offers. Each listing states whether bids/offers are binding and any contingencies (inspection, financing, appraisal). Follow posted timelines and rules. 5.4 Title & Risk. JibKey does not transfer ownership or title; transfer occurs solely under the parties’ contract and applicable law. 5.5 Earnest Money/Closings. Earnest money and closing funds are handled outside JibKey by the parties’ chosen title/escrow/attorney. JibKey does not hold client funds. 5.6 Counterparty Risk. Users transact at their own risk; JibKey is not a party to user contracts. 6) Fees, Payments & Taxes 6.1 Fees. We may charge subscription, listing, advertising, success/transaction, or other fees (“Fees”). We may change Fees prospectively with notice or in-product disclosure. 6.2 Payment Processing. Payments (including payouts) may be facilitated by third-party payment processors (the “Payment Processors”). Your use of payment features is subject to their terms and our risk controls. We/they may place holds, reserves, delays, or limits to manage risk, chargebacks, compliance, or fraud. 6.3 Off-Platform Circumvention. If JibKey reasonably determines you used the Services to source a counterparty but consummated the transaction off-platform to avoid Fees, we may assess the applicable success fee and restrict/suspend your account. 6.4 Taxes. You are responsible for all taxes related to your use of the Services and your transactions. We may collect/remit taxes where required. 7) Fair Housing & Anti-Discrimination 7.1 Compliance. All users must comply with the Fair Housing Act and applicable state/local laws. Prohibited: discriminatory statements, preferences, or targeting based on protected classes (e.g., race, color, religion, sex (including sexual orientation and gender identity), disability, familial status, national origin, and any additional protected classes under local law). 7.2 Practices. Steering, blockbusting, redlining, or discriminatory ad targeting/content are strictly prohibited. 7.3 Enforcement. Violations may result in immediate content removal, suspension, termination, and/or referral to authorities. 8) User Content; IP; MLS/Data Licenses 8.1 Your Content. You retain ownership of content you provide (e.g., photos, videos, descriptions). You grant JibKey a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify, distribute, publicly perform/display, and create derivative works of your content to operate, improve, secure, and market the Services. 8.2 Moderation. We may remove or moderate content at our discretion. 8.3 MLS/Data Sources. If listings or data are sourced from an MLS or third-party data provider, you and we must comply with applicable licenses, attribution, display rules, usage limits, and takedown requirements. You may not republish, scrape, resell, or misuse licensed data. 8.4 Feedback. You grant JibKey a perpetual, irrevocable license to use any ideas, suggestions, or feedback without compensation. 9) Third-Party Services & Referrals 9.1 Integrations. The Services may integrate with third-party tools (e.g., maps, identity verification, background checks, payment rails, SMS/voice). Your use is subject to the third party’s terms and privacy policy. 9.2 Referrals. We may connect you with professionals (e.g., agents, inspectors, lenders, title/escrow, contractors). Any engagement is solely between you and the provider. We do not control, endorse, or warrant third-party services and may receive compensation as permitted by law (with required disclosures). 9.3 No Application/Credit Decisions by JibKey. JibKey is not a lender, underwriter, or loan broker and does not make credit decisions. 10) Communications; Consent; Recording; TCPA/CAN-SPAM 10.1 Consent. You consent to communications at the contact points you provide (including SMS, autodialed or prerecorded calls, email, in-app) for account, transactional, security, support, and—where you separately consent—marketing purposes. Standard carrier rates may apply. 10.2 Recording/Scanning. Where permitted by law and disclosed per the Privacy Policy, JibKey may monitor/record calls or scan messages for quality, security, fraud prevention, support, and policy compliance. 10.3 Opt-Out. For marketing texts, reply STOP to opt out; for marketing emails, use unsubscribe links. Transactional communications may continue. 11) Privacy Your use of the Services is subject to our Privacy Policy, which explains how we collect, use, share, and retain data, including for personalization, safety, and legal compliance. 12) Security; Safety 12.1 Security. We take reasonable measures to protect the Services, but we cannot guarantee they will be error-free or secure against all threats. 12.2 User Responsibility. You are responsible for maintaining updated devices, using strong passwords, and reporting suspected unauthorized activity promptly. 13) Holds; Risk Controls; Restricted Funds To manage risk, prevent fraud/chargebacks, and satisfy Payment Processor or legal requirements, we or the Payment Processors may place holds, reserves, or delayed payouts; reverse or claw back funds; or restrict features or balances. 14) DMCA (Copyright) Notices If you believe content infringes your copyright, please send a DMCA-compliant notice to our DMCA Agent at info@jibkey.com and by mail to 2451 Crystal Dr, 6th Floor, Arlington, VA 22202, USA, including required elements (identification of the work and material, location URL, contact info, statements of good faith and authority, and a physical/electronic signature). We may remove content and, where appropriate, terminate repeat infringers. 15) Prohibited Businesses/Content We may designate categories of prohibited content or businesses (e.g., illegal goods/services, deceptive practices, harassment, malware, sanctions-barred parties/regions, etc.). We may update prohibitions at any time. 16) Changes; Availability; Beta/AI Features 16.1 Changes. We may modify, suspend, or discontinue any Service or feature with or without notice. 16.2 Beta/AI. Beta and AI-driven features may be experimental and inaccurate. Use at your own risk; verify before relying. 17) Disclaimers THE SERVICES (AND ANY INFORMATION, LISTINGS, ESTIMATES, MAPS, RATINGS, RECOMMENDATIONS, OR THIRD-PARTY CONTENT) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, JIBKEY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND QUIET ENJOYMENT. WE DO NOT WARRANT TRANSACTION SUCCESS, PROPERTY CONDITION/VALUES, VENDOR QUALITY, OR ERROR-FREE/UNINTERRUPTED OPERATION. 18) Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, JIBKEY (AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS) SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. JIBKEY’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) FEES YOU PAID TO JIBKEY IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR (B) $100. Some jurisdictions do not allow certain limitations; those limits apply to the fullest extent permitted. 19) Indemnification You agree to defend, indemnify, and hold harmless JibKey and its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) your use of the Services; (b) your content, listings, bids, ads, or services; (c) your violation of these Terms or law; (d) your disputes with other users; or (e) your misuse of data. 20) Informal Dispute Resolution (Mandatory Pre-Arbitration Step) Before initiating arbitration or small-claims proceedings, the initiating party must send a written Notice of Dispute to info@jibkey.com and by mail to 2451 Crystal Dr, 6th Floor, Arlington, VA 22202, USA, including: your name/contact, account email/phone, a detailed description of the claim, and the specific relief sought. The parties will attempt in good faith to resolve within 30 days of our receipt of the Notice. Limitations periods are tolled during this informal process. 21) Agreement to Arbitrate (AAA) — User Responsible for Filing Fees PLEASE READ CAREFULLY. This section impacts your rights. 21.1 Scope. Any dispute, claim, or controversy between you and JibKey arising out of or relating to the Services or these Terms (collectively, “Disputes”) shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) pursuant to the AAA Consumer Arbitration Rules (or, where applicable, Commercial Rules), as modified by this Section. Exceptions: (i) either party may bring an individual claim in small-claims court of competent jurisdiction; (ii) either party may seek injunctive relief in court for intellectual property misuse or unauthorized access/abuse of the Services. 21.2 Governing Law; FAA. The Federal Arbitration Act (FAA) governs the interpretation and enforcement of this Section and the arbitration proceedings. 21.3 Location; Format. The default hearing location is Virginia; the arbitrator may permit remote/video proceedings. If you are a Texas resident at filing, the arbitrator may hold hearings by video, at the arbitrator’s discretion. 21.4 Fees — User Responsible. You agree to be responsible for any AAA filing fees and your share of AAA administrative/arbitrator fees, except where the AAA Rules or applicable law require JibKey to pay or where the arbitrator reallocates fees in an award. Each party bears its own attorneys’ fees and costs unless a statute provides otherwise or the arbitrator awards fees under applicable law. 21.5 Relief; Authority. The arbitrator may award individual relief that would be available in court, consistent with these Terms and applicable law. The arbitrator has exclusive authority to resolve arbitrability and interpretation/enforceability (except for the Class Action Waiver in 21.6, which a court must decide). 21.6 Class/Representative Action Waiver. DISPUTES ARE INDIVIDUAL. You and JibKey waive the right to have any Dispute heard as a class, collective, representative, or private attorney general action; the arbitrator may not consolidate claims of multiple individuals. If a final judicial determination finds this waiver unenforceable with respect to a claim for public injunctive relief, that claim shall proceed in court, and the remaining claims in arbitration. 21.7 Severability. Except for 21.6, if any part of this Section is found unenforceable, the remainder remains in effect. If 21.6 is found unenforceable, the entirety of this Section 21 is null as to that claim, and such claim shall proceed in court. 21.8 Judgment. The award is final and binding. Judgment may be entered in any court of competent jurisdiction. 22) Governing Law; Venue (Non-Arbitrable Matters) Except to the extent preempted by the FAA or other federal law, these Terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-laws rules. For any non-arbitrable claims or where arbitration is found inapplicable, the exclusive venue and jurisdiction are the state and federal courts located in Virginia, and you consent to personal jurisdiction there. 23) Termination; Survival We may suspend or terminate your account or access at any time, including for suspected violations, fraud, risk, or inactivity. You may stop using the Services at any time. Sections that by nature should survive (e.g., IP licenses, fees due, disclaimers, limits of liability, indemnification, dispute resolution, governing law) survive termination. 24) Changes to Terms We may update these Terms prospectively. Material updates will be posted (and, where required, we will provide additional notice). Continued use on or after the effective date constitutes acceptance. If you do not agree, cease use. 25) Miscellaneous 25.1 Entire Agreement. These Terms and Policies are the entire agreement between you and JibKey. 25.2 Assignment. JibKey may assign these Terms; you may not assign without our prior written consent. 25.3 Severability; Waiver. If a provision is unenforceable, the remainder remains effective. Our failure to enforce is not a waiver. 25.4 Headings. Headings are for convenience only. 25.5 Export/Sanctions/Anti-Corruption. You will comply with U.S. export controls, sanctions, and anti-corruption laws (including FCPA). You are not a prohibited party or in a comprehensively sanctioned country. 25.6 Notices. We may provide notices electronically (e.g., in-app, email to info@jibkey.com) or by mail to 2451 Crystal Dr, 6th Floor, Arlington, VA 22202, USA. You must keep your contact information current. 26) State Addenda (Initial Launch: Texas) & Nationwide Rollout The following state addenda supplement and, where noted, control over conflicting provisions for activities in that state. We will add states as we expand. 26.A Texas Launch Addendum A1 No Brokerage/Agency in Texas. JibKey does not provide brokerage services in Texas, does not hold itself out as a broker/agent/auctioneer, and is not a party to user contracts. A2 Texas Disclosures. Sellers and landlords are solely responsible for Texas-required disclosures (e.g., property condition disclosures where applicable, MUDs/Water District notices, HOA, lead-based paint for pre-1978, floodplain history, etc.). Buyers/tenants must conduct independent due diligence. A3 Auctions & Bidding. Where an auction or bid process is used, applicable Texas auction laws and any licensed auctioneer requirements must be met by the party conducting the auction (not JibKey). A4 Fair Housing. Users must comply with federal and Texas fair housing laws; discriminatory content or practices are prohibited. A5 Title/Escrow. Earnest money and closings must be handled through Texas title companies or closing attorneys designated by the parties—not JibKey. A6 Complaints. If your complaint concerns a licensed professional engaged through the platform (e.g., Texas real estate broker/agent, auctioneer, or title company), contact the applicable Texas regulator. JibKey is not the forum for professional licensing complaints, but we may suspend platform access for policy violations. 26.B Future State Addenda As JibKey expands, we will publish additional state addenda covering disclosures, advertising rules, local fair housing protections, rent-related background check constraints, escrow/attorney state requirements, and MLS display rules. 27) MLS/Data Source Addendum (If/When Applicable) Where JibKey displays MLS data or other licensed datasets, users must: (i) use the data solely for personal, non-commercial evaluation of real property; (ii) not copy, redistribute, or retransmit except as needed to consider a specific property; (iii) respect copyright and proprietary notices; and (iv) accept that MLS data is deemed reliable but not guaranteed and may be delayed or incomplete. Additional MLS rules, attributions, and disclaimers will be posted on the listing pages as required by each MLS. 28) Vendor/Service Provider Addendum Vendors must: (i) maintain all required licenses/insurance; (ii) provide services professionally and in compliance with law and codes; (iii) avoid unlawful “things of value” for referrals (RESPA/anti-kickback); (iv) disclose conflicts of interest; and (v) keep client data confidential and secure. Vendors are independent contractors, not employees of JibKey. 29) Advertiser Addendum Ads must be: (i) truthful and not misleading; (ii) compliant with fair housing and consumer protection laws; (iii) placed only in permitted categories; and (iv) free of prohibited targeting (e.g., based on protected classes). We may refuse, suspend, or remove ads at our discretion and without refund for policy violations. 30) Data Use; AI; Rate Limits; API Terms 30.1 Data Use. You may not copy, index, or export platform data except as permitted by feature-level workflows or written consent. 30.2 AI/Automation. We may use AI to personalize experiences, detect fraud/policy violations, or improve services. AI outputs may be inaccurate; verify independently. 30.3 Rate Limits/API. Automated access is prohibited without a written API agreement; we may enforce technical and contractual rate limits. 31) Accessibility If you encounter accessibility barriers, contact info@jibkey.com. We will make reasonable efforts consistent with law. 33) Contact JibKey, Inc. 2451 Crystal Dr, 6th Floor, Arlington, VA 22202, USA info@jibkey.com