Our Terms of Use

1. About Open Agent

1.1 Platform Description

Open Agent is a technology-driven marketplace platform that connects licensed real estate agents ("Agents") with qualified showing assistants ("Assistants") for on-demand property showing services. Open Agent provides the technology infrastructure to facilitate these connections but is not a party to any service agreement between Agents and Assistants, does not employ Assistants, and does not directly provide real estate brokerage or agency services.

Open Agent acts solely as an intermediary technology platform. All real estate service transactions are conducted exclusively between Agents and Assistants. Open Agent has no control over, and expressly disclaims all responsibility for, the quality, safety, legality, or outcome of any showing assignment arranged through the Platform.

1.2 Technology Classification & No Broker Status

Open Agent is organized, operated, and classified by the State of Connecticut under NAICS Code 518210 (Computing Infrastructure Providers, Data Processing, Web Hosting, and Related Services) as a technology company. Open Agent does not hold, and does not represent that it holds, a real estate broker's license in any jurisdiction. Open Agent is not a real estate broker, does not provide real estate brokerage or advisory services, and is not subject to state real estate licensing laws in the capacity of a broker or agent. The Platform is a technology service only. Users are solely and exclusively responsible for ensuring their own compliance with all applicable real estate licensing, commission, and supervisory requirements in each jurisdiction where they operate.

Nothing in these Terms or in the operation of the Platform shall be construed as Open Agent practicing real estate, providing real estate advice, supervising real estate activity, or acting as a principal in any real estate transaction.

Open Agent proactively cooperates with state real estate commissions and regulatory authorities and does not intend to facilitate unlicensed real estate activity. The Platform is designed to connect licensees with one another and with individuals who are authorized under applicable law to perform showing-related services. Open Agent reserves the right to require additional licensure verification, restrict Platform access in specific jurisdictions, or modify how the Platform operates in any state in response to regulatory guidance or commission rules. Users who receive notice from any real estate commission or regulatory body regarding their use of the Platform must immediately notify Open Agent at legal@openagentusa.com.

2. Eligibility & Account Requirements

2.1 General Eligibility

To use the Platform, you must: (a) be at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater); (b) have the legal capacity to enter into a binding agreement under applicable law; (c) not be prohibited from using the Platform under any applicable law or regulation; and (d) provide accurate, complete, and current registration information.

2.2 Agent Requirements

Users registering as Agents represent and warrant that they: (a) hold a valid, current, and unrestricted real estate license in all jurisdictions in which they intend to post assignments; (b) have all necessary authority from their broker of record to engage showing assistants; and (c) will comply with all applicable state real estate commission rules governing the supervision of unlicensed assistants. Open Agent reserves the right to verify licensure at any time and to suspend or terminate any account where license validity cannot be confirmed.

2.3 Cross-Brokerage Showing Authorization

Connecticut and a number of other states require that a licensed real estate agent obtain prior written authorization from their supervising broker before performing or arranging a property showing for an agent affiliated with a different brokerage. This requirement may also apply in reverse, requiring authorization from the listing broker or the broker of the agent requesting the showing.

By posting an assignment on the Platform, Agents represent and warrant that:

• They have obtained all required prior written authorizations from their supervising broker of record to engage a showing assistant for the specific assignment being posted;
• Where the applicable state requires authorization from both the posting Agent's broker and any other brokerage involved in the transaction, both authorizations have been obtained before the assignment is posted;
• All such authorizations are in writing, are currently in effect, and will remain in effect through the date of the scheduled showing; and
• They will provide copies of any required broker authorizations to Open Agent upon request.

IT IS EACH AGENT'S SOLE AND EXCLUSIVE RESPONSIBILITY to independently determine what broker authorization requirements apply in each jurisdiction where they post assignments and to obtain all required authorizations before posting. Open Agent does not verify broker authorizations, does not provide legal or brokerage compliance advice, and expressly disclaims all liability arising from an Agent's failure to obtain required broker permissions. Agents are strongly encouraged to consult their broker of record or a licensed real estate attorney before posting assignments in any jurisdiction.

2.4 Assistant Licensing Compliance

Users registering as Assistants represent and warrant that they are legally authorized to perform property showing services in each jurisdiction where they accept assignments. Real estate licensing requirements vary significantly by state. In some states, performing property showings for compensation may require an active real estate license or licensed designation. In others, unlicensed showing activity is permitted under a licensed broker's supervision.

IT IS EACH ASSISTANT'S SOLE AND EXCLUSIVE RESPONSIBILITY to independently research, determine, obtain, and continuously maintain all licenses, registrations, certifications, or authorizations required by applicable state and local real estate commission rules before accepting any assignment. Open Agent does not provide legal or licensing advice, does not represent that any assignment is permissible in any given jurisdiction, and expressly disclaims all liability arising from an Assistant's failure to maintain required licensure. Assistants are strongly encouraged to consult their state's real estate commission rules or a licensed real estate attorney before accepting assignments in any jurisdiction.

2.5 Electronic Consent & Agreement Log

By clicking "I have read and agree to the Terms of Use and acknowledge the Privacy Policy" during account creation, you provide an electronic signature legally equivalent to a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable state electronic signature laws.

Open Agent records and maintains an immutable consent log for each account, capturing: (a) your full name and account identifier; (b) the exact UTC timestamp of acceptance; (c) your IP address and device information; and (d) the specific version number of the Terms of Use and Privacy Policy in effect at the time of acceptance. This log constitutes legally binding evidence of your agreement and is stored separately from your general user profile data. You may request a copy of your consent record by contacting legal@openagentusa.com.

2.6 Account Security

You agree to keep your login credentials strictly confidential, notify Open Agent immediately at support@openagentusa.com if you suspect unauthorized access, accept full responsibility for all activity under your account, and log out after each session on shared or public devices. Open Agent reserves the right to suspend or terminate accounts suspected of unauthorized use, fraud, or security risks without prior notice.

3. How the Platform Works & Independent Contractor Relationship

3.1 For Agents

Agents may use the Platform to create, publish, and manage showing assignments. By posting an assignment, you confirm that: (a) all information provided is accurate and complete; (b) the property is lawfully accessible and safe for entry by the Assistant and any accompanying parties; (c) the assignment complies with all applicable laws and real estate regulations; and (d) you will fulfill your compensation obligations to the assigned Assistant per the terms confirmed through the Platform.

3.2 For Assistants

Assistants may browse available assignments and apply to complete them for compensation. By accepting an assignment, you agree to: (a) complete the assignment professionally and in full compliance with applicable law; (b) follow all reasonable instructions from the posting Agent; (c) conduct yourself in a manner consistent with applicable professional standards; and (d) immediately notify the Agent and Open Agent at support@openagentusa.com if any safety concern, property access issue, or legal impediment arises during the assignment.

3.3 Independent Contractor Relationship

Assistants are independent contractors, not employees, agents, partners, or joint venturers of Open Agent or of the Agents who engage them. Nothing in these Terms shall be construed to create an employment, agency, partnership, or franchise relationship. The parties expressly intend to create an independent contractor relationship and have structured the Platform accordingly.

To evidence the economic reality of this independent contractor relationship under applicable multi-factor tests — including the ABC test applied in certain jurisdictions and the common law economic reality test — Open Agent affirmatively represents and confirms:

• Open Agent does not set, control, or negotiate the compensation rates between Agents and Assistants. Agents set their own offered compensation and Assistants independently decide whether to accept each assignment at the offered rate.
• Open Agent does not assign, allocate, or direct specific assignments to Assistants. Assistants independently browse available assignments and choose which ones to apply for based solely on their own business judgment.
• Open Agent does not restrict Assistants from performing services for any other platform, business, client, or employer, including direct competitors of Open Agent. Assistants are free to work for any person or platform simultaneously.
• Open Agent does not require Assistants to work any minimum number of hours, accept any minimum number of assignments, or maintain any minimum level of activity on the Platform.
• Open Agent does not provide performance evaluations, ratings, or assessments that dictate Platform access or that constitute supervision in the employment sense.
• Open Agent does not require uniforms, mandate appearance standards, or dictate the methods by which Assistants complete property showings.
• Open Agent does not provide equipment, tools, transportation, or supplies to Assistants. Assistants use their own vehicles, mobile devices, and professional materials.
• Assistants are engaged on a showing-by-showing basis and Open Agent does not guarantee any continuity of work, minimum assignments, or income.

Assistants are solely responsible for: all applicable taxes including self-employment taxes; their own liability and professional insurance; compliance with all applicable licensing requirements; their own tools, transportation, and equipment; and their professional conduct during assignments.

Notwithstanding the foregoing, the parties acknowledge that worker classification laws vary significantly by jurisdiction and are subject to change. Open Agent makes no representation that this classification will be upheld in all jurisdictions under all applicable legal standards. Users who have questions about their employment status should consult a qualified employment attorney in their jurisdiction.

3.4 Taxes & Documentation

Assistants are solely responsible for all applicable federal, state, and local taxes arising from compensation received through the Platform, including self-employment taxes. Users must provide valid tax documentation (e.g., a completed IRS Form W-9) upon request. Open Agent will issue applicable IRS tax forms (e.g., Form 1099-K or 1099-NEC) to Assistants who meet the applicable IRS reporting thresholds. Nothing in these Terms constitutes tax advice; users are encouraged to consult a qualified tax professional.

3.5 Insurance Requirements

Assistants are exclusively responsible for maintaining: (a) valid automobile insurance that meets or exceeds the minimum legal requirements of their state of operation; and (b) professional liability insurance appropriate to their scope of work. Open Agent does not provide workers' compensation coverage, automobile insurance, or any other liability insurance for Assistants or for any third party harmed during an assignment. Failure to maintain required insurance is a material breach of these Terms and may result in immediate account suspension or termination.

Important Notice: Standard personal automobile insurance policies often exclude or deny coverage when the vehicle is used for business or gig-economy purposes. Open Agent strongly recommends that Assistants obtain a commercial endorsement or rideshare/business-use rider from their insurer before accepting any assignments.

3.6 Property Safety, Damage & Personal Injury

Agents are solely responsible for ensuring that any property listed for showing: (a) is lawfully accessible to the Assistant and any accompanying parties; (b) complies with all applicable building codes, habitability standards, and safety regulations; (c) is free from known hazards that could cause injury or damage; and (d) has all necessary permissions and access authorizations in place prior to the assignment.

Assistants assume no liability for pre-existing property conditions, structural defects, undisclosed hazards, or any condition of the property that existed prior to their arrival. Each party is responsible for maintaining appropriate insurance coverage for property damage and personal injury risks associated with their respective role.

OPEN AGENT IS NOT RESPONSIBLE OR LIABLE FOR: (A) ANY PROPERTY DAMAGE, THEFT, VANDALISM, OR LOSS OCCURRING DURING OR IN CONNECTION WITH A SHOWING ASSIGNMENT; (B) ANY PERSONAL INJURY TO AN ASSISTANT, AGENT, PROSPECTIVE BUYER, OR ANY THIRD PARTY ARISING FROM OR RELATED TO A SHOWING; OR (C) THE CONDITION, SAFETY, OR ACCESSIBILITY OF ANY PROPERTY LISTED ON THE PLATFORM. ALL SUCH CLAIMS ARE SOLELY BETWEEN THE PARTIES INVOLVED IN THE ASSIGNMENT.

4. Payments, Escrow, Cancellations & Chargebacks

4.1 Payment Processing

The Platform uses integrated third-party payment processing and escrow functionality to facilitate transactions between Agents and Assistants. By using the payment features, you authorize Open Agent's payment processor to charge, hold, and process payments on your behalf in accordance with confirmed assignment terms.

4.2 Escrow

Compensation for completed assignments may be held in escrow pending confirmation of assignment completion. Open Agent may extend the escrow period pending resolution of any reported dispute. Funds held in escrow are maintained in accordance with applicable financial regulations.

4.3 Payment Disputes & Resolution Timeline

If an Agent or Assistant disputes a payment or transaction, they must notify Open Agent within five (5) business days of the issue arising by contacting both support@openagentusa.com and legal@openagentusa.com with a complete description of the dispute and all relevant documentation. Open Agent will review each dispute in good faith and will make reasonable efforts to issue a resolution determination within thirty (30) business days of receiving a complete submission. Open Agent may extend this period by an additional thirty (30) business days upon written notice to the affected parties where the dispute involves complex factual issues or requires third-party information.

Open Agent's dispute determinations are administrative in nature and do not constitute legal adjudication. Either party retains the right to pursue claims through the tiered dispute resolution process set forth in Section 15. Open Agent makes no guarantee of any particular outcome and shall not be liable for losses arising from disputed transactions between users.

4.4 Refunds

Refund requests are reviewed on a case-by-case basis. Open Agent reserves the right to issue or deny refunds at its sole discretion, subject to applicable consumer protection laws. Users in jurisdictions with mandatory refund rights (including EU Member States and the United Kingdom) retain those statutory rights regardless of this provision.

4.5 Fees & Taxes

Open Agent may charge platform fees for use of certain features. All applicable fees will be clearly disclosed prior to any transaction. Where required by law, fee disclosures will include all applicable taxes. All payments processed through the Platform for real-world property showing services are processed exclusively through our third-party payment provider, not via in-app purchase systems (see Section 12).

4.6 Cancellations & No-Shows

Agent Cancellations: If an Agent cancels a confirmed assignment less than twenty-four (24) hours before the scheduled showing time, a cancellation fee (as disclosed on the Platform at the time of posting) will be deducted from the escrowed funds and paid to the Assistant.

Assistant No-Shows: If an Assistant fails to arrive for a confirmed assignment without prior notice to the Agent, the Assistant forfeits all escrowed compensation for that assignment and may be subject to immediate account suspension or permanent termination at Open Agent's sole discretion.

Assignment Abandonment: If an Assistant departs from a confirmed assignment before its completion without reasonable justification and without notifying the Agent, such abandonment shall be treated as a no-show for compensation and disciplinary purposes. The Agent shall promptly secure the property upon learning of the abandonment. Open Agent shall not be liable for any consequences arising from an abandoned assignment, including any property access or security issues.

4.7 Chargebacks

If an Agent initiates a fraudulent or unjustified credit card chargeback for a completed assignment, Open Agent reserves the right to: (a) immediately suspend the Agent's account; (b) dispute the chargeback with the relevant payment processor using the Platform's transaction records, consent logs, and assignment completion data; and (c) refer the outstanding balance to a collections agency. Users acknowledge that chargeback dispute data, including assignment records and personal information, may be shared with payment processors, card networks, and collections agencies as necessary to resolve the dispute.

4.8 Post-Deletion Financial Record Retention

Exercising your right to account deletion or data erasure does not result in the deletion of transaction and payment records that Open Agent is legally required to retain. Transaction logs, payout records, escrow histories, and associated tax documentation are retained for a minimum of seven (7) years following the relevant transaction date, in compliance with IRS requirements and applicable financial regulations, even if your account is deleted during that period. You will be informed of any such retention at the time of your deletion request.

5. User Conduct & Prohibited Activities

5.1 General Conduct

You agree not to use the Platform to:

• Violate any applicable law, regulation, or professional licensing requirement;
• Submit false, misleading, or fraudulent information in your profile, listings, or any communications;
• Circumvent the Platform's payment system by arranging off-platform payments for assignments sourced through Open Agent;
• Harass, threaten, intimidate, defame, or discriminate against any other user on the basis of any protected characteristic under applicable federal, state, or international law;
• Reverse engineer, decompile, copy, scrape, or exploit any part of the Platform's technology or intellectual property;
• Attempt to gain unauthorized access to any account, system, or network;
• Transmit viruses, malware, or other harmful code; or
• Use the Platform for any purpose that violates applicable anti-money laundering, sanctions, or fraud prevention laws.

5.2 Data Scraping & AI Prohibition

You may not use automated tools, bots, web scrapers, or similar data extraction methods to harvest platform data, user profiles, or property listings. You are strictly prohibited from using any content from the Platform to train, fine-tune, or otherwise develop machine learning models or generative artificial intelligence systems without the prior written consent of Open Agent. Violation of this provision may result in immediate account termination and legal action, including injunctive relief and claims for liquidated damages.

5.3 User-Generated Content (UGC), Reviews & Zero Tolerance Policy

Open Agent maintains a strict zero-tolerance policy for objectionable content and abusive behavior, in accordance with Apple App Store and Google Play Developer guidelines.

• Content Standards: You will not post content that is unlawful, offensive, discriminatory, harassing, defamatory, or that infringes third-party rights.
• Listing Photos & IP: Agents are solely responsible for ensuring they hold all necessary rights, licenses, and permissions for any property photos or listing materials uploaded to the Platform. By uploading listing photos or other images, you represent and warrant that you own the copyright or have the express written authorization of the copyright holder.
• Review Integrity: Ratings and reviews must reflect genuine experience. Retaliatory, incentivized, or false reviews are prohibited. Open Agent reserves the right to remove any review that violates these standards. Review removal decisions are final and not subject to arbitration.
• Reporting & Moderation: Users may flag and report inappropriate content or behavior directly within the App. Open Agent commits to reviewing all reports promptly.
• Blocking: Users may block abusive users through the App's built-in block feature.

Violators of this zero-tolerance policy will face immediate, permanent account termination.

6. Communications & TCPA Consent

6.1 Consent to Communications

By providing your phone number and email address to Open Agent, you expressly consent to receive informational and transactional communications, including automated SMS text messages, push notifications, and phone calls, from us and our service providers, in compliance with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227. These communications may include identity verification codes, assignment updates, escrow notifications, and account alerts.

6.2 Opt-Out & Marketing

You may revoke consent to receive SMS text messages at any time by replying "STOP" to any text message received from us. Upon receipt of a STOP message, our systems will immediately and automatically toggle your SMS consent status to prevent any further automated text messages. Revoking SMS consent may impact your ability to receive timely assignment updates. Standard message and data rates may apply. Consent to receive automated marketing messages is not a condition of using the Platform and may be managed within your account settings at any time.

7. Non-Discrimination Policy

Open Agent is committed to providing a platform free from unlawful discrimination. Users shall not engage in discriminatory practices on the basis of race, color, national origin, religion, sex, familial status, disability, sexual orientation, gender identity, age, or any other characteristic protected under applicable federal, state, or local law, including the Fair Housing Act, the Americans with Disabilities Act, the Civil Rights Act, and equivalent laws in other jurisdictions. Violations may result in immediate account termination and reporting to appropriate regulatory or law enforcement authorities.

8. Accessibility

Open Agent is committed to ensuring digital accessibility in compliance with the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, Web Content Accessibility Guidelines (WCAG 2.1 Level AA), and the European Accessibility Act (Directive 2019/882/EU) where applicable. If you experience accessibility barriers, please contact support@openagentusa.com.

9. Intellectual Property & DMCA

9.1 Open Agent's Intellectual Property

All content, features, and technology on the Platform are owned by or licensed to Open Agent LLC and are protected by U.S. and international copyright, trademark, patent, and other intellectual property laws. You may not use, copy, reproduce, modify, distribute, or create derivative works from any Open Agent intellectual property without prior written permission.

9.2 Your Content

You retain ownership of content you submit to the Platform ("User Content"). By submitting User Content, you grant Open Agent a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, display, and process that content for the limited purposes of operating, improving, and promoting the Platform. You represent and warrant that you have all rights necessary to grant this license and that your User Content does not infringe any third-party rights. Any feedback, suggestions, or ideas you submit may be used by Open Agent without restriction or compensation.

9.3 DMCA Copyright Policy

Open Agent respects intellectual property rights. If you believe any material on the Platform infringes a copyright you own or control (including unauthorized use of property listing photos), notify our Designated DMCA Agent at legal@openagentusa.com. Your notification must comply with 17 U.S.C. § 512(c)(3) and include: (a) the copyright owner's signature; (b) identification of the infringed work; (c) identification of the infringing material; (d) your contact information; (e) a good faith belief statement; and (f) a statement of accuracy under penalty of perjury.

10. Biometric Data Consent & Destruction

10.1 Consent Requirement

Open Agent may utilize a third-party identity verification service that employs facial recognition technology to compare a user's profile photo to their government-issued identification document.

BY USING THE IDENTITY VERIFICATION FEATURE, YOU PROVIDE YOUR EXPLICIT, SEPARATE, WRITTEN CONSENT TO THE COLLECTION AND USE OF YOUR BIOMETRIC DATA SOLELY FOR IDENTITY VERIFICATION AND FRAUD PREVENTION PURPOSES, AS REQUIRED BY THE ILLINOIS BIOMETRIC INFORMATION PRIVACY ACT (BIPA), 740 ILCS 14/1 ET SEQ.; THE TEXAS CAPTURE OR USE OF BIOMETRIC IDENTIFIER ACT (CUBI), TEX. BUS. & COM. CODE § 503.001 ET SEQ.; THE WASHINGTON MY HEALTH MY DATA ACT; AND ANY OTHER APPLICABLE STATE OR INTERNATIONAL BIOMETRIC PRIVACY LAWS.

10.2 Biometric Data Practices

• Purpose: Biometric data is used solely for identity verification and fraud prevention and for no other purpose.
• Destruction: Biometric identifiers are permanently and securely destroyed within ninety (90) days of collection, or upon account closure, whichever occurs first.
• No Sale or Profit: Open Agent does not sell, lease, trade, or otherwise profit from biometric data under any circumstances.
• No Third-Party Disclosure: Biometric data is not disclosed to third parties except to our identity verification service provider under a written data processing agreement, or as required by law or court order.

You may withdraw consent at any time by contacting legal@openagentusa.com, though withdrawal may affect your ability to access identity-verified features.

11. Platform's Role, Section 230 Immunity, Disclaimers & Limitation of Liability

11.1 Section 230 Immunity (Communications Decency Act)

Open Agent is an interactive computer service provider within the meaning of Section 230 of the Communications Decency Act, 47 U.S.C. § 230 ("CDA § 230"). To the fullest extent permitted by applicable law, Open Agent is not the publisher or speaker of any User Content or third-party content posted on the Platform by users and shall not be treated as such for any purpose. Open Agent expressly claims all immunities and protections available under CDA § 230, including immunity from civil liability for actions taken in good faith to restrict access to material that Open Agent considers objectionable.

11.2 No Endorsement, No Background Checks & Identity Verification Disclaimer

Open Agent does not screen, verify, endorse, or guarantee the qualifications, licensure, identity, character, or conduct of any Agent or Assistant. While Open Agent may utilize third-party services to verify government-issued identification, we do not conduct comprehensive criminal background checks, sex offender registry checks, credit checks, or driving record checks, and cannot absolutely guarantee the true identity, fitness, or safety of any user. USERS ENGAGE WITH ONE ANOTHER ENTIRELY AT THEIR OWN RISK. Open Agent expressly disclaims all liability for harm caused by a user's failure to disclose relevant background information or by any misrepresentation.

11.3 No Liability for Third-Party Actions

Open Agent is not responsible or liable for: (a) the acts, omissions, errors, representations, or misconduct of any Agent, Assistant, property owner, prospective buyer, or any other third party; (b) any property damage, personal injury, theft, or loss arising from or related to a showing assignment; (c) the safety, condition, or legal status of any property listed on the Platform; (d) any failure by an Agent or Assistant to comply with applicable law; or (e) any dispute, claim, or legal proceeding between an Agent and an Assistant or between either party and any third party. All such matters are solely between the parties involved.

11.4 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY. OPEN AGENT DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; (B) ANY ASSIGNMENT WILL BE COMPLETED SUCCESSFULLY; (C) ANY USER'S CREDENTIALS OR REPRESENTATIONS ARE ACCURATE; OR (D) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS.

Nothing in these Terms affects any statutory rights you may have under applicable consumer protection law that cannot be waived by contract.

11.5 Comprehensive Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPEN AGENT LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, ATTORNEYS, INSURERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, "OPEN AGENT PARTIES") SHALL NOT BE LIABLE TO ANY USER OR THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS; DAMAGES ARISING FROM PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH CAUSED BY A THIRD-PARTY USER; DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO YOUR DATA; DAMAGES ARISING FROM AN ASSISTANT'S FAILURE TO COMPLETE OR ABANDONMENT OF AN ASSIGNMENT; DAMAGES ARISING FROM AN AGENT'S FAILURE TO PAY; OR DAMAGES ARISING FROM ANY OTHER MATTER RELATING TO THE PLATFORM OR ANY TRANSACTION BETWEEN USERS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF OPEN AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OPEN AGENT'S TOTAL AGGREGATE LIABILITY TO YOU AND ALL PARTIES CLAIMING THROUGH YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS, THE PLATFORM, OR ANY TRANSACTION FACILITATED THROUGH THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES ACTUALLY PAID BY YOU TO OPEN AGENT IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE; OR (B) ONE HUNDRED DOLLARS ($100.00 USD). THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS, WHETHER ASSERTED SIMULTANEOUSLY OR SEQUENTIALLY.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS OPEN AGENT'S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED DIRECTLY BY OPEN AGENT'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (II) OPEN AGENT'S OWN FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11.6 Mutual Indemnification

User Indemnification of Open Agent: You agree to defend, indemnify, and hold harmless the Open Agent Parties from and against any and all third-party claims, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (a) your use of or access to the Platform; (b) your violation of these Terms or any applicable law; (c) your User Content; (d) your commission or omission during any showing assignment; (e) any dispute between you and another user; (f) your infringement of any intellectual property or privacy rights; or (g) any personal injury, property damage, or financial loss caused by your actions or omissions in connection with the Platform.

Open Agent's Limited Indemnification: Open Agent agrees to defend, indemnify, and hold harmless users from third-party claims arising directly from Open Agent's own gross negligence or willful misconduct in the direct operation of the Platform, subject to the aggregate liability cap in Section 11.5. Open Agent's indemnification does not extend to claims arising from user actions, third-party content, property conditions, assignment outcomes, or any matter outside Open Agent's direct operational control.

11.7 Third-Party Claims & Indemnification Pass-Through

If any third party (including a prospective buyer, property owner, or neighbor) asserts a claim arising from or related to a showing assignment facilitated through the Platform, you agree that: (a) such claim is exclusively your responsibility; (b) you will promptly notify Open Agent in writing at legal@openagentusa.com upon receiving notice of any such claim; (c) Open Agent reserves the right, but not the obligation, to participate in the defense of any claim at its own expense; and (d) you will not enter into any settlement that imposes any obligation or liability on Open Agent without Open Agent's prior written consent.

11.8 Essential Basis of the Bargain

YOU ACKNOWLEDGE THAT THE LIABILITY CAPS, WARRANTY DISCLAIMERS, AND INDEMNIFICATION PROVISIONS IN THESE TERMS REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN OPEN AGENT AND USERS AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. OPEN AGENT WOULD NOT PROVIDE THE PLATFORM TO YOU ON THE TERMS DESCRIBED HEREIN ABSENT THESE LIMITATIONS. THE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

12. App Store & Google Play Terms

Your download and use of the Open Agent application through the Apple App Store or Google Play is subject to the following:

• Acknowledgment: These Terms are concluded between you and Open Agent LLC only, not with Apple Inc. or Google LLC. Open Agent, not Apple or Google, is solely responsible for the Platform and its content.
• Maintenance & Support: Apple and Google have no obligation to furnish maintenance or support services for the Platform.
• Real-World Services Payment Exemption: All payments processed through the Platform are for real-world, physical property showing services between independent users. These transactions fall within the real-world goods and services exemptions under Apple's App Store Review Guidelines and Google Play's Developer Policy and are processed exclusively through our third-party payment provider, not via in-app purchase systems.
• Third-Party Beneficiary: Apple, Google, and their subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance, they will have the right to enforce these Terms against you as third-party beneficiaries thereof.

13. Termination

13.1 Termination by Open Agent

Open Agent reserves the right to suspend or terminate your account and access to the Platform at any time, with or without notice, for violations of these Terms or for any other lawful reason at Open Agent's sole discretion.

13.2 Termination by User

Users may terminate their accounts at any time by contacting support@openagentusa.com or using the in-app account deletion feature within the App's Account Settings menu.

13.3 Effect of Termination

Upon termination: (a) your right to access the Platform ceases immediately; (b) Open Agent will process your data deletion request per the Privacy Policy; (c) any outstanding payment obligations survive termination; and (d) financial records are retained for seven (7) years per Section 4.8 regardless of account closure. Sections 5, 9, 10, 11, 14, 15, 16, 17, and 19 survive termination of these Terms.

14. Children's Privacy & Age Restrictions

The Platform is not directed to individuals under the age of 18. We do not knowingly collect personal information from minors under 18. In EU Member States where the GDPR Article 8 age of digital consent is set below 18, those thresholds apply for data processing purposes; however, Open Agent's minimum user age is 18 globally for all purposes. If we become aware of inadvertent minor data collection, we will promptly delete it. Contact legal@openagentusa.com if you believe we have collected data from a minor. This policy is consistent with COPPA, the GDPR, and the UK Children's Code.

15. Governing Law, Exclusive Jurisdiction & Tiered Dispute Resolution

Open Agent and its users agree to resolve disputes through a structured four-step tiered dispute resolution process designed to achieve fair and efficient resolution while minimizing litigation costs. Each step is designed to provide an opportunity for resolution at progressively lower cost and time investment. Steps 1 and 2 may be waived by mutual written agreement of the parties. If any step of this process is found by a court of competent jurisdiction to be unconscionable, unenforceable, or an unreasonable barrier to a user's access to remedies, that step shall be severed and the remaining steps shall continue in force.

15.1 Governing Law & Exclusive Jurisdiction (U.S. Users)

These Terms are governed exclusively by the laws of the State of Connecticut, without regard to its conflict of law provisions, except that applicable state real estate licensing laws govern the legality of any specific showing activity in any given jurisdiction regardless of this choice of law provision. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CONNECTICUT for any dispute that proceeds to litigation pursuant to Section 15.7. You waive any objection to the laying of venue of any such action in Connecticut, and waive any objection that Connecticut courts are an inconvenient forum.

15.2 Multi-State Real Estate Law

These Terms govern the parties' relationship with the Open Agent platform only. The underlying real estate showing activity is separately subject to the real estate laws, commission rules, and regulations of the state in which the property is located. In the event of any conflict between Connecticut law (as chosen by these Terms) and the mandatory real estate laws of another state applicable to a specific transaction, the mandatory laws of that state shall govern the underlying transaction only. Open Agent makes no representation that the use of the Platform or performance of showing assignments is legally permissible in every jurisdiction.

15.3 Governing Law (EEA & UK Users)

For users located in the EEA or UK, nothing in these Terms affects your right to rely on any mandatory provisions of the law of your country of residence. The tiered dispute resolution process in Sections 15.4 through 15.7 applies to the extent permitted by applicable law. EEA and UK users retain the right to pursue mandatory consumer protection claims through applicable local mechanisms, including the EU ODR platform (Section 15.9) and UK alternative dispute resolution bodies (Section 15.10).

15.4 Step 1 — Good-Faith Negotiation (Up to 30 Days)

Before initiating any formal dispute resolution proceeding, the disputing party should provide written notice to Open Agent at legal@openagentusa.com (for claims against Open Agent) or to the other user (for user-to-user disputes) describing: (a) the nature and basis of the claim; (b) the specific relief sought; and (c) all supporting documentation. The receiving party should respond in writing within fifteen (15) calendar days. The parties shall negotiate in good faith for a period not to exceed thirty (30) calendar days from the date of the initial notice ("Negotiation Period"), or such shorter period as a party may elect by providing written notice that negotiation has failed. Either party may terminate the Negotiation Period early at any time by providing written notice to the other party.

This negotiation step is strongly encouraged as a means to resolve disputes quickly and cost-effectively. However, failure to complete this step does not bar a user from proceeding to mediation or arbitration, and no court shall find this step to be an unreasonable procedural barrier to a user's access to remedies. This step does not apply to requests for emergency injunctive or other provisional relief from a court of competent jurisdiction, nor to small claims matters.

15.5 Step 2 — Mediation (Up to 30 Days)

If the dispute is not resolved through negotiation, either party may initiate mediation by providing written notice to the other party and, for claims involving Open Agent, to legal@openagentusa.com. Mediation shall be conducted in Connecticut (or by video conference at either party's election) by a single mediator mutually agreed upon by the parties, or if the parties cannot agree within ten (10) days of the mediation notice, by a mediator appointed by the American Arbitration Association (AAA) under its Commercial Mediation Procedures. Open Agent will contribute up to five hundred dollars ($500) toward mediation fees for any claim where the amount in controversy is under ten thousand dollars ($10,000), in order to make this process accessible.

The mediation shall be conducted within thirty (30) calendar days of the initiation of mediation (reduced from 60 days to minimize delay), or such shorter or longer period as the parties may agree in writing. Either party may terminate the mediation at any time after the first session by providing written notice. The costs of the mediator beyond Open Agent's contribution, if any, shall be shared equally, unless the mediator determines that one party acted in bad faith. Each party bears its own attorneys' fees in connection with the mediation.

All statements, representations, and documents exchanged during mediation are confidential and may not be used as evidence in any subsequent proceeding. Either party may bypass mediation and proceed directly to arbitration under Section 15.6 by providing written notice that they elect to do so; the elapsed time in mediation (if any) does not count against any limitations period. Mediation does not apply to emergency injunctive relief, small claims, or any claim where a court determines that requiring mediation would be unconscionable or an unreasonable barrier to relief.

15.6 Step 3 — Binding Arbitration & Class Action Waiver (U.S. Users)

Open Agent believes arbitration provides users with a faster, less costly, and more accessible path to resolution than traditional litigation. Open Agent agrees to pay all AAA arbitration filing fees for any claim under ten thousand dollars ($10,000) and to split fees equally for larger claims, ensuring that cost is not a barrier to arbitration. Users may participate in arbitration remotely by phone or video conference for any claim under fifty thousand dollars ($50,000).

If the dispute is not resolved through negotiation or mediation, any unresolved claim arising from or related to these Terms or the Platform shall be resolved by final and binding arbitration administered in the State of Connecticut by the American Arbitration Association (AAA) under its then-current Commercial Arbitration Rules, as modified by this Section. The arbitration shall be conducted before a single arbitrator unless the claim exceeds $250,000, in which case either party may request a panel of three (3) arbitrators. The arbitration shall be conducted in English, in Hartford, Connecticut (or by video conference at Open Agent's election for claims under $25,000), on an individual basis only.

YOU AND OPEN AGENT EACH EXPRESSLY AND IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE OR CONSOLIDATED PROCEEDING OF ANY KIND.

This waiver is a material term of these Terms; if it is found to be unenforceable, the entire arbitration provision shall be null and void, and disputes shall be resolved exclusively in the Connecticut courts identified in Section 15.7.

The arbitrator shall have authority to award any relief that would be available in a court of law, subject to the limitations set forth in these Terms, including the aggregate liability cap in Section 11.5 and the one-year limitation period in Section 16. The arbitrator's award shall be final, binding, and enforceable in any court of competent jurisdiction. This arbitration agreement does not apply to claims that qualify for small claims court in Connecticut.

15.7 Step 4 — Connecticut Courts as Exclusive Backstop

Notwithstanding any other provision of these Terms, the following disputes and proceedings shall be resolved exclusively in the state or federal courts located in the State of Connecticut, and both parties hereby irrevocably submit to the exclusive personal jurisdiction and venue of such courts:

• Any request for emergency, temporary, or preliminary injunctive relief, including to prevent misappropriation of intellectual property, unauthorized use of the Platform, or breach of the confidentiality provisions of mediation;
• Any action to enforce, vacate, modify, or confirm an arbitration award;
• Any claim that is expressly excluded from arbitration under these Terms, including small claims;
• Any dispute where the arbitration agreement is found to be invalid or unenforceable; and
• Any claim arising from a user's violation of Open Agent's intellectual property rights.

BOTH PARTIES IRREVOCABLY WAIVE ANY OBJECTION TO EXCLUSIVE JURISDICTION AND VENUE IN CONNECTICUT COURTS, INCLUDING ANY CLAIM THAT CONNECTICUT IS AN INCONVENIENT FORUM OR THAT SUCH COURTS LACK PERSONAL JURISDICTION.

15.8 30-Day Arbitration Opt-Out Right

You may opt out of the binding arbitration and class action waiver provisions of Section 15.6 by sending written notice of your decision to opt out to legal@openagentusa.com within thirty (30) days after first creating your account on the Platform. Your opt-out notice must include your name, email address associated with your account, and a clear statement that you are opting out of arbitration. If you opt out of arbitration, Open Agent will also not be bound by the arbitration provisions in any dispute with you; all disputes shall instead be resolved exclusively in the Connecticut courts identified in Section 15.7. Opting out of arbitration does not affect the mandatory negotiation (Section 15.4) or mediation (Section 15.5) requirements.

15.9 EU Online Dispute Resolution

EU users may also submit data-related disputes through the European Commission's Online Dispute Resolution (ODR) platform at https://ec.europa.eu/consumers/odr/. Open Agent's designated contact for ODR purposes is: legal@openagentusa.com.

15.10 UK Users

UK users may contact the Financial Ombudsman Service or other applicable alternative dispute resolution bodies as appropriate under UK consumer law. The mandatory negotiation and mediation steps in Sections 15.4 and 15.5 apply to UK users to the extent permitted by applicable UK law.

16. Limitation on Time to Bring Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. This shortened limitations period applies regardless of any longer statutory period that would otherwise apply under applicable law, to the fullest extent permitted.

This limitation does not apply to mandatory consumer protection claims under applicable law in the EEA or UK, nor to any claim that cannot lawfully be subject to a shortened limitations period under applicable law.

17. GDPR, UK GDPR & International Data Rights

Open Agent's collection, use, and protection of personal data is governed by our Privacy Policy, which forms part of these Terms. The Privacy Policy addresses compliance with the EU GDPR; UK GDPR and Data Protection Act 2018; CCPA/CPRA; CTDPA; PIPEDA; the Australian Privacy Act; BIPA and state biometric laws; the TCPA; and other applicable privacy laws worldwide. For a full description of your privacy rights — including rights to access, rectification, erasure, data portability, restriction, and objection — and for supervisory authority contact information (including the EDPB, ICO, OPC Canada, and OAIC Australia), please refer to the Privacy Policy or contact legal@openagentusa.com.

18. Changes to These Terms

Open Agent reserves the right to update or modify these Terms at any time. For material changes, we will provide at least thirty (30) days' prior notice via the Platform, by email, or by other reasonable means. Your continued use of the Platform after the effective date of any update constitutes your acceptance of the revised Terms. If you do not agree, you must stop using the Platform and may request account deletion.

19. General Provisions

The following general provisions govern these Terms and the relationship between you and Open Agent:

Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Open Agent and supersede all prior agreements on the same subject matter. In the event of a conflict between these Terms and the Privacy Policy, these Terms control with respect to liability, dispute resolution, and governing law.

Severability: If any provision is found unlawful, void, or unenforceable, that provision shall be severed without affecting the validity or enforceability of the remaining provisions. If the class action waiver in Section 15.6 is found unenforceable, the entire arbitration provision shall be null and void.

Waiver: Failure to enforce any right or provision does not constitute a waiver of that right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of Open Agent.

Assignment: You may not assign or transfer your rights or obligations under these Terms without Open Agent's prior written consent. Open Agent may assign its rights freely, including in connection with a merger, acquisition, or sale of assets, with thirty (30) days' notice to users where required by applicable law.

Force Majeure: Open Agent shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, pandemics, cyberattacks, or internet infrastructure failures.

LLC Entity Limitation: These Terms constitute obligations solely of Open Agent LLC, a Connecticut limited liability company (CT ALEI: 3383071), and do not constitute personal obligations of its members, managers, officers, or employees in their individual capacities. Nothing in these Terms shall be construed to pierce the limited liability protection of Open Agent LLC or impose personal liability on any individual associated with Open Agent LLC, except as expressly required by applicable law.

No Third-Party Beneficiaries: Except as set forth in Section 12 (App Store & Google Play Terms) regarding Apple and Google, these Terms do not confer any rights or remedies upon any third party. No third party may bring any claim under these Terms except as provided in Section 12.

Document Hierarchy: In the event of a conflict between these Terms and the Privacy Policy, these Terms shall control with respect to liability, dispute resolution, and governing law. The Privacy Policy shall control with respect to data collection, use, and data subject rights.

Language: These Terms are drafted in English. Where translations are provided, the English version governs in the event of any conflict, to the extent permitted by applicable law.

Headings: Section headings are for convenience only and shall not affect the interpretation of these Terms.

Counterparts & Electronic Execution: These Terms may be accepted electronically. Electronic acceptance via clickwrap constitutes a valid and binding agreement under the E-SIGN Act and applicable state electronic signature laws.

20. Contact Us

For questions, concerns, or requests regarding these Terms: