Terms of Service

These Terms of Service ("Terms") form a binding legal agreement between you ("you," "your," or "User") and Newel, together with its owners, affiliates, successors, and assigns, which own and operate the Newel platform, websites, applications, and related services (collectively, "Newel," "we," "us," "our," or the "Service"). Please read these Terms carefully: they contain important limitations on our liability, an indemnification obligation, a jury-trial waiver, and a class-action waiver that affect your legal rights. These Terms govern your access to and use of the Service. By creating an account, clicking or checking a box indicating acceptance, signing in, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by every provision of these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Service.

Current Product Status — Please Read First

The Newel operating system is not currently live or operational. The platform, application, dashboards, and in-app features described throughout these Terms — including account provisioning, listing and deal management, subscription tiers and billing, AI generations, cinematic walkthrough videos, lead-capture and open-house tools, lead scoring, integrations, and similar functionality — describe the product’s intended design and future roadmap and are not available for use at this time. No live software service is being provided.

At present, Newel operates as a website design studio. Any “Get Approved for Newel,” application, sign-up, waitlist, or similar intake flow is solely a means of collecting your contact and business information so that we can reach out to you and build you a website. Completing such a flow does not create an account on a live platform, does not grant access to the operating system, and does not commence a paid subscription, free trial, or any billing. No fees are charged, and no operating-system service is delivered, unless and until Newel and you separately agree in writing to a specific engagement (such as a website build). The provisions below concerning accounts, fees, billing, subscriptions, trials, credits, and platform features become operative only if and when the operating system is actually made available to you, and until then are provided for informational and forward-looking purposes only. For the avoidance of doubt, Newel is not accepting, onboarding, activating, or taking on any users for the newelos.com platform at this time, and any operating-system interface, dashboard, or feature shown on the website, in screenshots, or in demonstrations is presented for illustrative and aesthetic purposes only and does not constitute a live, available, or functioning service.

No Warranty on Legal Content & Terms Accuracy

All Terms of Service, policies, disclosures, contracts, templates, and other legal or compliance materials that Newel provides, publishes, or makes available (whether on the website, inside the application, or otherwise) are provided on an “as is” and “as available” basis, for general informational purposes only, and do not constitute legal advice or create an attorney-client relationship. Newel makes no representation or warranty that any such materials are accurate, complete, current, or legally sufficient, or that they comply with the laws, regulations, licensing rules, or disclosure requirements of your particular state, province, or jurisdiction. Laws differ by location and change over time; Newel may add to, revise, or supplement its terms and legal materials from time to time, but any such additions or updates may be delayed, incomplete, or may not reflect the requirements applicable to you, your business, or your customers. You are solely responsible for determining which terms, disclosures, and legal obligations apply to you, for ensuring your own compliance, and for obtaining independent legal advice from a qualified attorney licensed in your jurisdiction. To the maximum extent permitted by law, you agree that Newel, its owners, and its operators are not liable for any loss, damage, penalty, fine, or claim of any kind arising out of or relating to any inaccuracy, omission, ambiguity, or out-of-date content in these Terms or in any legal, policy, or compliance material Newel provides, and you assume all risk associated with your reliance on them.

Acceptance & Binding Agreement

By accessing or using the Service you agree to these Terms and to all policies, guidelines, and rules we publish from time to time. If you accept these Terms on behalf of a brokerage, team, company, or other entity, you represent and warrant that you are authorized to bind that entity, and in that case "you" and "your" refer to that entity and to each individual who accesses the Service through it. You agree that electronic acceptance (including clicking a button or checking a box) has the same legal effect as a handwritten signature, and you waive any right to require a non-electronic signature.

Definitions

In these Terms: "Account" means your registered access credentials and profile; "Administrator" means a user with elevated permissions over an organization's accounts and data; "User Content" means any data, text, listings, images, contacts, messages, or other materials you submit to or generate through the Service; "AI Features" means the automated content-generation and assistant tools described below; "MLS" means a multiple listing service; and "applicable law" means all federal, state, and local laws, rules, regulations, and ordinances that apply to you or your use of the Service.

Eligibility & Account Registration

You must be at least 18 years old and able to form a legally binding contract to use the Service. You agree to provide accurate, current, and complete information during registration (including your legal name, brokerage, date of birth, phone number, and email address) and to keep that information updated. The Service is not offered to, and may not be used for, California brokerage operations, California-licensed activity, California properties, or users located in California. You represent and warrant that you hold any real estate license, registration, or authorization required for your activities; that your use of the Service complies with the policies of your brokerage, firm, and applicable state real estate commission; that you are not using the Service for California brokerage operations, California properties, or while located in California; that the information you provide is truthful and not misleading; and that you are not barred from using the Service under applicable law. We may, at our sole discretion and without liability, verify your information, refuse registration, or suspend, restrict, or terminate any Account at any time.

Accounts, Organizations & Administrators

Accounts are provided on a per-individual or per-organization basis and may not be shared, sold, transferred, or used by anyone other than the authorized holder. If you belong to an organization, an Administrator may have the ability to access, manage, restrict, reassign, or delete your Account and associated data, and to view information you submit. You agree that, as between you and your organization, your organization controls your Account, and you direct any disputes about access or data to your organization. We are not responsible for the acts or omissions of any Administrator or organization.

License to Use the Service

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal real estate business purposes. This license does not grant you any ownership of the Service, and all rights not expressly granted are reserved by us and our licensors.

Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with all applicable law, MLS rules, advertising rules, and fair housing laws. Without limiting any other provision, you agree that you are solely responsible for all activity conducted through your Account and for the legality, accuracy, and compliance of everything you create, store, send, or publish using the Service.

Prohibited Conduct

You will not, and will not permit any other person to: scrape, harvest, crawl, data-mine, reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Service; copy, reproduce, duplicate, mirror, frame, republish, download, extract, or otherwise capture any portion of the Service, including its source code, visual design, workflows, prompts, templates, business logic, database structure, page layouts, automations, or feature behavior, except as strictly necessary for your ordinary authorized use of the Service; clone, rebuild, create derivative works from, white-label, modify, adapt, or use the Service or any part of it to develop, train, improve, benchmark, or offer any competing product, service, software, model, workflow, or internal tool; resell, rent, lease, sublicense, distribute, assign, transfer, timeshare, or otherwise provide access to the Service or its data to any unauthorized third party; upload or transmit content that is unlawful, infringing, defamatory, fraudulent, deceptive, obscene, harassing, or otherwise objectionable; introduce viruses, malware, or any code intended to disrupt, damage, or gain unauthorized access to the Service or any system or data; probe, scan, test the vulnerability of, or breach the security or authentication of the Service; interfere with or disrupt the integrity, performance, or availability of the Service; use the Service to send spam or unsolicited communications, or in any manner that violates the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state anti-solicitation or "do-not-call" rules, or similar laws; use the Service to engage in, facilitate, or encourage discrimination in violation of the Fair Housing Act or any equal-opportunity law; misrepresent your identity, license status, or affiliation; or use the Service in any way that violates these Terms or any applicable law. Violation of this section may result in immediate suspension or termination, legal action, injunctive relief, and may be reported to law enforcement or regulatory authorities.

Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your Account, whether or not authorized by you. You agree to use a strong, unique password, to keep it secret, and to notify us or your Administrator immediately upon learning of any unauthorized access or suspected breach. We are not liable for any loss or damage arising from your failure to safeguard your credentials or from unauthorized use of your Account.

Fees, Billing & Subscriptions

The Service is offered as a recurring monthly subscription in tiers. Each tier includes a defined, metered allotment of agent seats, active listings, and AI generations (including branded graphics, cinematic walkthrough videos, personal-assistant output, and similar AI-assisted features). These allotments are usage limits, not guarantees of unlimited use, and they reset at the start of each monthly billing cycle. As currently offered, the Starter tier ($99/month) includes 1 agent seat, up to 50 active listings, 50 AI generations per month, 600 Newel video credits per month (about 6 walkthrough videos), and 1 MLS region, with bulk email campaigns and design/MLS-comparable integrations not included at this tier. The Professional tier ($299/month) includes up to 3 seats, 150 active listings, 500 AI generations per month, 2,000 Newel video credits per month (about 20 walkthrough videos), bulk email, design integrations, and one lead-capture site. The Team tier ($799/month) includes up to 10 seats, 500 active listings, 2,500 AI generations per month, 5,000 Newel video credits per month (about 50 walkthrough videos), and team management and reporting. The Brokerage tier ($1,999/month) includes unlimited seats, listings, and AI generations, 12,000 Newel video credits per month (about 120 walkthrough videos), white-label branding, and brokerage administration, subject to the fair-use limits described below. An Enterprise tier is available at custom pricing, with volume pricing and custom limits, integrations, and service levels by separate written agreement.

When a metered allotment (such as the monthly AI-generation cap on the Starter, Professional, or Team tiers) is exhausted, the corresponding feature pauses for the remainder of the billing cycle until the allotment resets or you upgrade to a higher tier. Cinematic walkthrough videos are powered by Newel credits, a separate monthly allotment from your AI-generation allowance. A video's credit cost scales with its length (a 10-second video uses 100 credits, a 5-second uses 50), not the number of photos. Included Newel credits reset each month on your billing anniversary (the day you first subscribed) and do not roll over; if you use them up, additional credit packs may be purchased in-app and remain available while your subscription is active. Allotments described as "unlimited" are provided for ordinary single-brokerage business use and may be rate-limited, throttled, or reviewed where usage is automated, resold, or materially exceeds typical use ("fair use"). We may meter, audit, and enforce these limits, and may suspend or downgrade features that exceed them.

Applicable fees are presented to you before purchase and are billed in advance. Unless expressly stated otherwise or required by law, all fees are non-refundable (including for partial months and unused allotments) and are exclusive of taxes. You authorize us and our third-party payment processors to charge your designated payment method for all fees as they become due, including on a recurring basis until you cancel. You are responsible for keeping your payment information current. We may change pricing, tier contents, or allotments on prospective notice, and your continued use after the change takes effect constitutes acceptance of the new pricing and limits.

Passwords & Account Recovery

For your security and privacy, Newel never stores your password. Passwords are processed through one-way cryptographic hashing (we store only the hash), so neither Newel nor its staff can view, retrieve, or recover your password — there is no "look it up" option, by design. If you lose or forget your password, the only way to regain access is the self-service password reset link sent to the email address registered on your Account; for that reason you must keep your registered email address current and accessible. You are responsible for safeguarding your credentials, for all activity under your Account, and for notifying us promptly of any suspected unauthorized use. We will never ask you for your password by email, text, or phone.

Free Trials, Promotions & Beta Features

We may offer free trials, promotional pricing, or pre-release "beta" features. Trials and promotions are subject to any additional terms presented at the time of offer and may be modified or withdrawn at any time. Beta features are provided for evaluation, may be changed or discontinued without notice, may be unstable or incomplete, and are offered "as is" without any warranty or service commitment. You use beta features at your own risk.

Referral Program

We may offer a referral program under which you can earn promotional billing credit by sharing your personal referral code or link. As currently offered, every five (5) Active Referrals earns you fifty percent (50%) off one (1) month of your subscription, applied automatically to an upcoming invoice or at your next checkout. An "Active Referral" means a genuine, distinct person who creates a new Newel account using your referral code or link from a distinct device or network connection and completes checkout for a paid plan or a free trial with a valid payment method on file, as determined by us in our reasonable discretion; account creation alone does not count. Referring yourself; creating or inducing the creation of fake, duplicate, automated, or short-lived accounts or checkouts; misleading or spam-based promotion; and any violation of these Terms or applicable law in connection with your referral activity, do not qualify and may result in forfeiture of earned and unearned rewards, or suspension or termination of your Account. Referral rewards have no cash or monetary value and are not redeemable, refundable, exchangeable, or transferable; apply only as a discount to your own Newel subscription billing; do not renew, extend, or alter any subscription term; and expire upon termination of your Account. We may audit referral activity, withhold or revoke rewards suspected of fraud or abuse, and may modify, suspend, or terminate the referral program (including reward amounts and qualification rules) at any time on prospective notice. Where the program materially differs from this description, the terms presented at the time of the offer control.

Cancellation & Refunds

You may cancel a paid subscription at any time, effective at the end of the then-current billing period; cancellation does not entitle you to a refund of fees already paid except where required by applicable law. We may suspend or downgrade your access for non-payment. If we terminate your Account for convenience (and not for your breach), we may, at our discretion, provide a pro-rated refund of any prepaid, unused fees.

Taxes

You are responsible for all sales, use, value-added, withholding, and other taxes, duties, and assessments (excluding taxes based on our net income) associated with your purchase and use of the Service. If we are required to collect or pay any such taxes, they will be charged to you.

Your Data & Privacy

Listing data, contacts, communications, and account information you enter are stored and processed to operate and improve the Service. You represent and warrant that you have obtained all rights, permissions, and consents necessary to upload, store, and process any client or third-party personal data through the Service, including under all applicable privacy, data-protection, and consumer-protection laws. You agree not to enter sensitive personal information (such as government identification numbers, full financial account numbers, Social Security numbers, or health information) except as strictly necessary for ordinary brokerage operations. Our collection and use of personal information is described in our Privacy Policy.

Confidentiality

Each party may have access to non-public information of the other. You agree to keep confidential any non-public information about the Service, including its features, pricing, security measures, and any pre-release information, and not to disclose it except as necessary to use the Service in accordance with these Terms or as required by law.

User Content & License to Us

As between you and us, you retain all ownership rights in your User Content. You grant Newel a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, copy, process, transmit, display, and create derivative works of your User Content solely as necessary to operate, secure, maintain, and improve the Service and to perform our obligations under these Terms. You are solely responsible for your User Content, and you represent and warrant that it does not infringe or misappropriate any third-party right, violate any law, or breach any obligation you owe to a client or third party.

Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into our products and services without restriction, attribution, or compensation to you.

Communications & Electronic Notices

By using the Service, you consent to receive communications from us electronically, including by email and through in-app notices, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing. We may send you administrative, transactional, security, and service-related messages, and you may not opt out of those while you maintain an Account.

Newel's marketing communications to you. By submitting a form on our website (including our contact form), creating an account, or otherwise providing your email address to us, you also consent to receive promotional and marketing email from Newel about our products, features, and offers, in addition to the transactional and administrative messages described above. Every marketing email we send includes a working unsubscribe mechanism as required by the CAN-SPAM Act. You may withdraw your consent and opt out of marketing email at any time by clicking the unsubscribe link in any such email or by emailing hello@newelos.com; we will honor opt-out requests within the time required by law. Opting out of marketing email does not affect the administrative, transactional, security, and service-related messages described above, which you may not opt out of while you maintain an Account.

Marketing & Outreach Compliance

You are solely responsible for ensuring that all marketing, advertising, and outreach you create or distribute through the Service complies with applicable law and the rules of your brokerage, MLS, and licensing authority, including disclosure, identification, fair housing, and truth-in-advertising requirements. You will not make false, misleading, or unsubstantiated claims. Newel is not liable for your violation of the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the Fair Housing Act, or any other applicable law in connection with your use of the Service to contact leads, prospects, or clients — responsibility for that compliance, and the corresponding indemnification obligation described later in these Terms, rests entirely with you.

Lead Capture, Open Houses & Consumer Data

The Service includes tools that collect personal information from third parties on your behalf — including open-house QR and kiosk sign-ins, home-value and other lead-capture forms, IDX landing pages, contact imports, and client-review requests. With respect to any information about consumers, prospects, clients, or open-house visitors you collect through them ("Consumer Data"), you acknowledge and agree that you are the controller of, and solely responsible for, all Consumer Data you collect, and that Newel acts only as your processor, handling it on your instructions to operate the features you enabled; that you have provided all legally required notices and obtained all consents necessary to collect, store, contact, and (for reviews and testimonials) publicly display that data; that you will comply with all applicable privacy, fair-housing, do-not-call, anti-spam, and disclosure obligations, and will honor deletion and opt-out requests; that you will not collect, upload, or import Consumer Data you are not authorized to collect, and that you are responsible for the accuracy and lawful source of any imported contacts; and that you will not publish a client review, testimonial, name, or likeness without that person's permission.

Lead Scoring & Automated Insights

The Service may compute heuristic "lead scores," buyer-intent signals, marketing analytics, and similar automated insights from activity in your workspace. These are estimates intended only to help you prioritize your own outreach; they are not guarantees, not professional advice, and not automated decisions that produce legal or similarly significant effects about any individual, and you remain solely responsible for any action you take based on them. You will not use these signals, or any Newel feature, to target, include, or exclude any person in a way that violates fair-housing, anti-discrimination, lending, or consumer-protection laws.

Third-Party Services & Integrations

The Service may interoperate with or provide access to third-party services, including MLS systems, transaction-management platforms, AI providers, payment processors, and social, email, and scheduling tools. Your use of any third-party service is governed by that third party's terms and policies, and we are not responsible for the availability, accuracy, security, acts, or omissions of any third party. We may add, change, suspend, or remove any integration at any time without liability.

Connected Accounts, Credentials & Your Own API Keys

The Service lets you connect or supply credentials for third-party accounts and services — including MLS/data providers (such as Canopy MLS), email providers, video-generation services, and your own AI provider keys (such as Anthropic or OpenAI). With respect to any such connection or credential, you acknowledge and agree that you are authorized to connect the account or use the credential, and your use remains subject to that provider's separate terms, plan limits, and acceptable-use policies (for example, MLS access is governed by your MLS agreement); that when an integration supports secure server-side credential storage, you authorize us to store the credential encrypted at rest and to use it solely to operate the features you enabled on your behalf, and that some optional integrations may instead rely on browser-side or provider-hosted configuration, in which case their security characteristics may differ and will be disclosed in-product where applicable; that you are responsible for all activity, usage, and charges incurred under your own keys, accounts, and plans, including any third-party AI, data, or video usage fees, and for keeping those credentials valid and within your own provider limits; and that you may disconnect or remove a connected account or key at any time using the in-app controls where that control is available. We are not responsible for a third party's suspension, rate-limiting, pricing, data accuracy, or discontinuation of access, and we may disable an integration that a provider restricts or that you are no longer authorized to use.

Listing Photos, Imported Data & Media Rights

You represent and warrant that you own or have a valid, written, and sufficiently broad license to every photograph, video, floor plan, virtual tour, rendering, logo, name, likeness, listing record, description, and other material you upload to, import into (including from an MLS, a public listing URL, a portal such as Zillow or Realtor.com, a spreadsheet, or any other source), or generate within the Service. You specifically acknowledge and agree that under United States copyright law, the photographer or creator of a real estate photograph or video is presumptively the copyright owner, and you do not acquire ownership or the right to copy, modify, distribute, or create derivative works merely because you are the listing agent, paid for the media, appear in it, or obtained it from an MLS, a prior listing, a portal, or another agent, and that a transfer or license of copyright is effective only if it is in writing, since oral or implied permission is not sufficient. The license you hold must expressly permit each use you make through the Service, including reproduction, storage, modification, AI processing, creation of derivative works (including AI-generated or AI-transformed images and walkthrough videos), public display, and marketing distribution, and must permit your continued use for the duration of that use; many photographer agreements limit use to "marketing the current listing" only, and reusing media for an expired, withdrawn, closed, or re-represented listing, or for a different agent or property, may infringe the creator's rights. Statutory damages for copyright infringement can range from $750 to $30,000 per work for non-willful infringement and up to $150,000 per work for willful infringement, plus attorneys' fees, and a single listing may contain dozens of separately protected images — you assume this risk in full. You are solely responsible for honoring every photographer, videographer, MLS, portal, and licensor agreement, including any watermark, attribution, exclusivity, geographic, field-of-use, expiration, and removal requirement, and for removing media from the Service when your right to use it ends, and you will not upload, import, or process any media depicting a person whose consent (including model, tenant, or occupant consent) is required but not obtained, or that violates any privacy or publicity right.

We do not select, verify, audit, or vet the source, ownership, or rights of any media or data you import or upload; we act solely as a neutral, passive host and tool that processes the materials you choose to bring into the Service at your direction. All responsibility and liability for the rights to, and lawful use of, such materials rests entirely with you, and the indemnification and limitation-of-liability provisions of these Terms apply fully to any claim arising from them.

Intellectual Property

The Service and all associated software, source code, object code, interface design, page layouts, visual systems, text, graphics, prompts, templates, automations, workflows, branding, trademarks, logos, compilations, and other content and technology (excluding your User Content) are owned by Newel and its licensors and are protected by copyright, trademark, trade-secret, and other intellectual-property laws. Except for the limited license expressly granted in these Terms, no right, title, or interest in the Service is transferred to you. You may not copy, clone, reproduce, adapt, republish, distribute, sell, license, or create derivative works from the Service or any portion of its code, design, or functionality without our prior written consent. You may not use our names, trademarks, or logos without our prior written consent.

Copyright & DMCA Policy

We respect intellectual-property rights and expect users to do the same. We comply with the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, and will respond to properly submitted notices of alleged copyright infringement and, where appropriate, remove or disable access to allegedly infringing content and terminate the accounts of repeat infringers.

Designated Copyright Agent. All notices of claimed infringement and counter-notifications must be sent to our Designated Agent:

Copyright Agent, Prime Edge LLC
Email: dmca@newelos.com

Notice of Claimed Infringement. To be effective, a notification must be a written communication that includes substantially the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing that is to be removed or disabled, with information reasonably sufficient to permit us to locate it; (d) your contact information, including name, mailing address, telephone number, and email address; (e) 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 (f) a statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on the owner's behalf.

Counter-Notification. If you believe material you posted was removed or disabled by mistake or misidentification, you may send a written counter-notification to our Designated Agent that includes substantially the following: (a) your physical or electronic signature; (b) identification of the material that was removed or disabled and the location at which it appeared before removal; (c) a statement, made under penalty of perjury, that you have a good-faith belief the material was removed or disabled as a result of mistake or misidentification; and (d) your name, mailing address, and telephone number, a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if outside the United States, any judicial district in which we may be found), and a statement that you will accept service of process from the person who provided the original notification or an agent of that person. Upon receipt of a valid counter-notification, we may restore the removed material as and when permitted under the DMCA.

Real Estate Compliance & Fair Housing

You are solely responsible for ensuring that every listing, advertisement, disclosure, image, and communication you create, store, or distribute through the Service complies with all applicable real estate licensing laws, advertising and disclosure rules, MLS rules, the Fair Housing Act, the Equal Credit Opportunity Act, and all equal-opportunity requirements. We do not review your content for legal or regulatory compliance, and we are not your broker, attorney, compliance officer, or transaction supervisor.

No Professional Advice

The Service and all information, templates, and outputs it provides are for general informational and productivity purposes only and do not constitute legal, financial, tax, accounting, appraisal, brokerage, or other professional advice. Newel is not a licensed attorney, broker, appraiser, lender, or financial advisor. You should obtain advice from a qualified, licensed professional before making any decision that has legal or financial consequences.

Service Availability, Changes & Maintenance

We strive to keep the Service available but do not guarantee uninterrupted or error-free operation. We may modify, update, suspend, or discontinue the Service or any feature, in whole or in part, at any time, with or without notice. We may perform scheduled or emergency maintenance that temporarily limits availability. We are not liable for any unavailability, modification, or discontinuation of the Service or any feature.

Data Retention, Backup & Export

You are responsible for maintaining your own independent backups of your User Content. The Service provides self-service tools that let you export a backup file of your workspace data and, where offered, restore it or clear data from your device; you are responsible for using these tools to safeguard your data and for storing any exported backup file securely. While we may maintain backups, we do not guarantee that data will be retained, recoverable, or free from loss or corruption. We may set and enforce limits on storage, retention, and usage.

Much of your workspace data may be stored locally in your browser. You acknowledge that clearing your browser storage, switching browsers or devices, using private/incognito mode, or using any in-app "clear data" or reset control may permanently and irreversibly delete that data, and that such deletion cannot be undone by us. Upon termination or a prolonged period of inactivity, we retain your User Content and associated personal information for up to one (1) year and then delete or irreversibly anonymize it, unless a longer period is required to comply with law, resolve disputes, or enforce our agreements; you are responsible for exporting any data you wish to keep before your access ends. How we collect, use, share, and retain personal information is described in our Privacy Policy.

Security; No Guarantee

We employ reasonable administrative, technical, and organizational measures designed to protect the Service. However, no system is perfectly secure, and we cannot and do not guarantee that the Service or your data will be free from unauthorized access, interception, loss, or alteration. You acknowledge that you provide your data at your own risk and are responsible for your own security practices.

Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY DATA, RESULT, OR OUTPUT WILL BE ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

Without limiting the foregoing, we do not represent, warrant, or guarantee that any particular feature, tool, integration, module, or capability of the Service will be available, complete, error-free, or function as described. The Service is under active development, and one or more features may at any time be experimental, in beta or preview, partially implemented, rate-limited, region-limited, plan-limited, temporarily disabled, or dependent on third-party services outside our control; any feature may be added, changed, delayed, degraded, suspended, or removed at any time, with or without notice. Descriptions of features on our website, in marketing or sales materials, in onboarding, or within the Service itself are provided for general information only, are not commitments, promises, or warranties of performance, availability, or fitness, and should not be relied upon in deciding to use or pay for the Service. Your access to and use of every feature is provided on an "as is" and "as available" basis and is at your own risk.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NEWEL, OR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, COMMISSIONS, TRANSACTIONS, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, OR FOR MISSED DEADLINES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100). THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US.

Indemnification

You agree to defend, indemnify, and hold harmless Newel and its owners, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, demands, actions, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your User Content; (b) your access to or use of the Service; (c) your violation of these Terms or any policy incorporated herein; (d) your violation of any applicable law; or (e) your violation or alleged violation of any third-party right, including any real estate, advertising, intellectual-property, privacy, consumer-protection, TCPA, or fair-housing right. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense.

Term, Suspension & Termination

These Terms apply for as long as you use the Service. You may stop using the Service and close your Account at any time. We, or your Administrator, may suspend, limit, or terminate your access at any time, with or without notice or cause, including for any actual or suspected violation of these Terms, for non-payment, or for operational, legal, or security reasons. Upon termination, your license and right to use the Service immediately end. Any provision that by its nature should survive termination — including provisions on data, intellectual property, fees owed, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law — will survive.

Governing Law & Venue

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of South Carolina, together with applicable federal law, without regard to conflict-of-laws principles. Subject to any non-waivable rights you may have under applicable law, you and we agree to the exclusive jurisdiction and venue of the state or federal courts located in South Carolina for the resolution of any dispute arising out of or relating to these Terms or the Service.

Dispute Resolution; Jury & Class-Action Waiver

Before filing any claim, you agree to first contact us at hello@newelos.com and attempt in good faith to resolve the dispute informally for at least thirty (30) days. To the extent permitted by law, you and Newel each waive any right to a jury trial and agree that any claim must be brought in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. If any portion of this waiver is found unenforceable, the remainder will continue to apply. Disputes are resolved in court as provided in the Governing Law & Venue section above; these Terms do not require arbitration.

Time Limitation on Claims

To the extent permitted by law, any claim or cause of action arising out of or related to the Service or these Terms must be filed within one (1) year after the claim arose; otherwise, the claim is permanently barred.

Force Majeure

We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, power or internet failures, cyberattacks, pandemics, or failures of third-party providers.

Assignment

You may not assign or transfer these Terms or any of your rights or obligations without our prior written consent, and any attempt to do so is void. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Relationship of the Parties

You and we are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, employment, fiduciary, or brokerage relationship between you and Newel. You have no authority to bind us, and we have no authority to bind you.

Notices

We may provide notices to you by email, by posting within the Service, or by other reasonable means using the contact information associated with your Account. You may provide legal or operational notices to us at hello@newelos.com unless a different contact method is expressly identified in the Service or in a written order form. The contact for formal legal notices, and for purposes of the CAN-SPAM Act, is hello@newelos.com; a current postal address is available on request and is included in our commercial email as required by law. Notices are deemed received when sent (for electronic notices) or when delivered (for other notices). As a matter of general description and for the avoidance of doubt, the Newel service is provided and operated by Prime Edge LLC, a South Carolina limited liability company, which for convenience is referred to throughout these Terms as "Newel."

Severability, Waiver & Headings

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of our right to do so later. Section headings are for convenience only and do not affect interpretation.

Entire Agreement

These Terms, together with our Privacy Policy and any order forms, plan terms, or additional policies we reference, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous agreements, proposals, and understandings, whether written or oral, on the subject. Any conflicting or additional terms you propose are rejected unless we expressly agree in writing.

Changes to These Terms

We may revise, supplement, or replace these Terms at any time in our sole discretion. The version of these Terms posted within or accessible through the Service is the current and controlling version at all times, and it supersedes all prior versions. We are not obligated to publish a version history, change log, revision date, or notice of every change, and the absence of any such date or notice does not affect the validity or enforceability of the then-current Terms. Where required by applicable law, we will provide notice of material changes through the Service or by other reasonable means. Your continued access to or use of the Service after revised Terms are posted constitutes your acceptance of them. If you do not agree to the then-current Terms, you must stop using the Service. It is your responsibility to review the Terms within the Service periodically.

Geographic Restrictions; Export & Sanctions Compliance

The Service is not offered for California operations or users located in California, and we may block, suspend, or terminate access that appears to involve California properties, California-licensed activity, or California-based use. You further represent that you are not located in, and will not use the Service in, any country or by any person subject to U.S. embargoes or sanctions, and that you are not on any U.S. government restricted-party list. You agree to comply with all applicable export-control, sanctions, and geographic-use restrictions.

Survival

Provisions that by their nature are intended to survive termination — including Definitions, fees owed, User Content licenses, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, Governing Law, and these miscellaneous provisions — survive any expiration or termination of these Terms.

AI-Generated Content & Automated Features

The Service includes AI-assisted content generation, automated suggestions, blog and campaign drafting, and a configurable custom AI agent (collectively, "AI Features"). You acknowledge and agree that AI Features are provided for assistance and productivity only and generate output automatically based on the inputs and instructions provided; that AI output may be inaccurate, incomplete, outdated, biased, offensive, or non-compliant, and may "hallucinate" or fabricate facts, figures, citations, or property details; that AI output does not constitute legal, financial, tax, brokerage, appraisal, or other professional advice, and Newel is not a licensed attorney, broker, appraiser, or financial advisor; that you are solely responsible for independently reviewing, fact-checking, editing, and verifying all AI output, and for ensuring it complies with all applicable laws, MLS rules, advertising and disclosure rules, and fair housing and equal-opportunity requirements before publishing it or using it with any client or third party; and that you must not submit confidential, privileged, or sensitive personal information to AI Features, since your inputs and outputs may be processed by third-party AI providers subject to their terms. You assume all risk arising from your use of AI Features and from any content you publish, and we make no warranty regarding AI output and disclaim all liability for it to the maximum extent permitted by law; the limitation-of-liability and indemnification provisions above apply fully to AI Features.

AI-Generated Media (Images, Graphics & Walkthrough Videos)

The Service can generate or transform images, marketing graphics, and animated "walkthrough" videos from photos and prompts you supply ("Generated Media"). Generated Media is produced by automated AI models and is provided through the Service under the Newel brand; the specific underlying providers may change at any time without notice. You further acknowledge and agree that Generated Media is synthetic and AI-rendered, and it may add, remove, distort, embellish, or invent rooms, finishes, dimensions, lighting, landscaping, or other features, and may not accurately represent the actual condition, layout, or appearance of any real property. Before publishing or sharing any Generated Media you are solely responsible for confirming that it is accurate and not false, misleading, or deceptive, and that it complies with all applicable advertising, disclosure, MLS, real estate licensing, and fair housing and equal-opportunity rules; where appropriate you must disclose that media is digitally created or enhanced. Sample previews, demo reels, and illustrative media shown inside the Service may be examples only, may not have been generated from your current inputs, and do not guarantee that identical output quality, speed, style, availability, or provider access will be available in your environment at any given time. You represent and warrant that you own or have all necessary rights, licenses, and consents to the photos, logos, names, likenesses, and other materials you upload as inputs, and that your use of the Generated Media does not infringe or misappropriate any third-party intellectual-property, privacy, or publicity right. As between you and us, and subject to the rights of any third-party provider and to your compliance with these Terms, you may use the Generated Media you create for your lawful real estate marketing purposes; we and our providers retain all rights in the underlying models and technology. Generated Media, like all AI output, is provided "as is" without warranty of accuracy, fitness, or non-infringement, and you assume all risk and liability arising from your use, publication, or distribution of Generated Media, with the limitation-of-liability and indemnification provisions above applying fully to it.

Software Only; No Brokerage, Agency, or Advisory Relationship

The Service is a software tool. We are not a real estate broker, agent, salesperson, appraiser, lender, attorney, accountant, or fiduciary, and nothing in the Service creates any brokerage, agency, employment, partnership, joint-venture, or fiduciary relationship between you and us. We do not supervise, license, or take responsibility for your real estate activities; your designated broker and brokerage remain solely responsible for supervising your conduct, advertising, transactions, recordkeeping, and compliance. You are an independent user exercising your own professional judgment, and you will not represent to any third party that we are responsible for your real estate services.

MLS, Listing & Third-Party Data Accuracy

Listing details, MLS records, valuations, market statistics, tax data, maps, and other information made available through or imported into the Service may originate from you, your MLS, public records, or third-party sources, and may be incomplete, outdated, estimated, or inaccurate. We do not independently verify and do not warrant the accuracy, completeness, currency, or reliability of any such data. You are solely responsible for verifying all property and market information against authoritative sources before relying on, publishing, or acting on it, and for complying with your MLS rules regarding the display, use, and attribution of listing data.

No Guarantee of Results, Leads, or Outcomes

We make no representation, warranty, or guarantee that your use of the Service will produce any particular result, including any number of leads, showings, listings, clients, transactions, sales, commissions, social reach, engagement, search ranking, or revenue. Any examples, projections, sample metrics, or "algorithm-optimized" descriptions are illustrative only and are not promises of performance. Your results depend on factors outside our control, including your market, effort, pricing, and the accuracy of your inputs.

Your Responsibility to Review & Approve All Output and Automations

Every piece of content, message, caption, description, graphic, video, valuation, automated workflow, lead-routing rule, scheduled post, and bulk or templated communication that the Service generates, drafts, schedules, or sends is provided as a draft or tool for your review. You acknowledge and agree that, before anything is published, sent, scheduled, or relied upon, you are solely responsible for reviewing and editing it for accuracy, legality, tone, and compliance; for obtaining every consent, opt-in, license, and permission required by law (including TCPA, CAN-SPAM, do-not-call, fair housing, advertising, and privacy laws) for any recipient, contact, photo, or data involved; for confirming that automated or scheduled actions (sequences, routing, mass messages, posts) are correct and authorized before you enable them; and for complying with all platform, MLS, and brokerage policies that apply to the output. We are not responsible for any content you choose to publish, send, schedule, or automate, or for the consequences of doing so.

Maximum Aggregate Liability

To the fullest extent permitted by applicable law, and notwithstanding anything to the contrary, our total cumulative liability to you for any and all claims arising out of or relating to the Service or these Terms, whether in contract, tort, statute, or otherwise, will not exceed the greater of (a) the total fees you actually paid us for the Service in the three (3) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100). This section restates, and does not expand or duplicate, the liability cap set out under Limitation of Liability above; both use the same three-month lookback window and do not stack. The existence of multiple claims does not enlarge this limit. Some jurisdictions do not allow certain limitations, in which case the limitation applies to the maximum extent permitted.

Reservation of Rights; Monitoring & Usage Limits

We reserve all rights not expressly granted. We may, but are not obligated to, monitor use of the Service, impose or change reasonable usage limits (including rate limits, token caps, storage, sending, and generation quotas), and suspend, throttle, or restrict any feature, Account, or activity that we reasonably believe is excessive, abusive, insecure, unlawful, or harmful to the Service, to us, or to others, in each case without liability to you. We may also remove or disable access to content or integrations that violate these Terms or any third-party requirement.

Third-Party Providers, Sub-Processors & Flow-Down Obligations

To deliver the Service we rely on third-party providers and sub-processors, which currently include, without limitation: cloud hosting and serverless compute (Netlify), database and storage (Supabase), AI text generation (such as Anthropic and OpenAI), AI image and video generation (such as fal.ai and the underlying ByteDance Seedance models), transactional email (Resend), payment processing (Stripe), and bot-protection and content-delivery services (such as Cloudflare). The Service also lets you draw listing and market data from sources such as your MLS, public records, your brokerage website, and listing portals (such as Zillow and Realtor.com). You acknowledge and agree that your use of any feature powered by a third-party provider is also subject to that provider's then-current terms of service and acceptable-use policy, and you will not use the Service in any manner that would cause us or you to violate those terms; that the providers and sources listed above may be added, removed, substituted, or changed at any time without notice, and we are not responsible for the availability, pricing, accuracy, security, acts, or omissions of any third party; and that you will not access, scrape, copy, store, or reuse data from any MLS, portal, public-records source, or website except as that source's terms and your own agreements (including your MLS participation and IDX agreements) permit, and you are solely responsible for holding those rights. If any provider or source restricts, conditions, suspends, or prohibits a use, resale, or distribution, we may modify, condition, or disable the affected feature for you or generally, without liability to you.

Multi-State Operation & State-Specific Compliance

The Service may be used by professionals operating in multiple states, each with its own laws. You are solely responsible for determining which laws apply to you and for complying with all of them in every jurisdiction in which you are licensed, operate, hold property, or direct marketing or communications, including without limitation state real estate licensing, advertising, and disclosure laws, including requirements to display your license number, brokerage name, and licensed name, and rules governing team names, titles, and designations; state and federal fair housing and equal-opportunity laws, which may impose obligations beyond the federal Fair Housing Act; telemarketing, anti-solicitation, and do-not-call laws, and the federal TCPA and CAN-SPAM Act, including obtaining any required prior consent before calling, texting, or emailing, and honoring opt-outs and all applicable do-not-call lists; call and message recording or monitoring consent laws, which differ by state (some require the consent of only one party and others require the consent of all parties); and state consumer-privacy and data-protection laws (such as those in effect or taking effect in California, Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, and other states), including obligations regarding notice, consent, data-subject requests, and the handling of the personal information of your clients and leads. As stated in the Eligibility section, the Service is not offered for California brokerage operations, California-licensed activity, California properties, or users located in California, and you will not use it for those purposes. The example laws above are illustrative, are not legal advice, are not exhaustive, and do not expand our obligations; you are responsible for obtaining your own legal guidance.

Allocation of Risk; Illustrative Scenarios

To make the allocation of responsibility unmistakable, you agree that you (and not Newel) are solely responsible and liable, and that you will defend and indemnify us under the Indemnification section, in each of the following non-exhaustive, illustrative situations, and in any analogous situation: you upload, import, or process a photograph, video, floor plan, or other media that you do not own or do not have a sufficient written license to use, including media obtained from a photographer, a prior or expired listing, another agent, an MLS, or a portal; you generate, publish, or distribute AI-created or AI-enhanced media that adds, removes, hides, alters, stages, or embellishes a property's rooms, features, condition, dimensions, views, or surroundings, or that is otherwise false, misleading, or deceptive, or you fail to disclose that media is digitally created or enhanced where disclosure is appropriate; you reuse listing media or data after your license or right to use it has expired, or for a different property, agent, or purpose than was authorized; you send, schedule, or automate an email, text message, or call without the consent required by law, without scrubbing applicable do-not-call lists, or without a working opt-out, or in a manner that violates the TCPA, CAN-SPAM, or any state communication law; you import, store, or use contacts, leads, or personal data without the rights or consents required under applicable privacy law; you create, store, or distribute any listing, advertisement, image, or communication that violates fair housing, equal-opportunity, real estate advertising, licensing, or disclosure laws or your MLS or brokerage rules; you use the Service, or any third-party provider accessed through it, in a way that exceeds or violates that provider's terms, plan limits, or acceptable-use policy; or you misrepresent your identity, license status, authority, or affiliation, or you rely on Service output without independently verifying it. In every such case you assume all risk and liability, and the disclaimers, limitation of liability, maximum-aggregate-liability cap, and indemnification provisions of these Terms apply in full. This section is illustrative and cumulative and does not limit any other provision.

Contact

Questions about these Terms? Contact your Administrator or email hello@newelos.com. By using the Service, you acknowledge that you have read and understood these Terms and agree to be bound by them.