Follow Up Ace (Ace AI) Terms of Service

Welcome to Follow Up Ace (also referred to as "Ace AI"), a product of Moon Sherpa Labs ("Company," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of Follow Up Ace, an AI-powered assistant provided as an embedded application within the Follow Up Boss CRM platform (the "Service"). By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing, browsing, or using the Service in any way, including but not limited to sending messages, using voice features, connecting via MCP integrations, or creating an account, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to all of these Terms, you must immediately stop using the Service.

If you are using the Service on behalf of a business, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and the terms "you" and "your" shall refer to that entity. If you do not have such authority, you must not accept these Terms or use the Service on behalf of such entity.

You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms.

2. Description of Service

Follow Up Ace is an AI-powered real estate CRM assistant embedded within the Follow Up Boss CRM platform. The Service is designed to help real estate professionals manage contacts, automate workflows, and improve productivity. The Service includes, but is not limited to, the following features and capabilities:

2.1 Core Features

• AI Chat Assistant: An intelligent conversational interface embedded within Follow Up Boss that assists with CRM tasks, contact management, lead follow-up strategy, and real estate workflow automation.
• Voice Assistant: An in-app AI voice assistant for real-time spoken conversation with the AI. Audio is streamed in real time to ElevenLabs Conversational AI (for voice activity detection, speech-to-text, and text-to-speech) and to our AI for a synthesized response. This is an in-app assistant, not a telephony or call-recording service, and audio is not deliberately recorded or stored. Available on supported browsers and devices (paid tiers only).
• Knowledge Base: Custom knowledge base functionality that allows users and account administrators to upload and reference documents, guides, and training materials within AI conversations.
• Ace Trove: Our account-wide AI intelligence and operations add-on (formerly known internally as "AI Engine" / "Ace Intelligence"). Ace Trove provides real-time contact enrichment, intent and accountability scoring, a cloud-based data warehouse and analytics environment, machine-learning models that score contacts and generate predictive insights (such as scoring and forecasting across contacts, deals, and pipeline), and automated workflow actions. It evaluates contacts in your CRM based on engagement, activity, and data quality, and can populate custom fields in Follow Up Boss. Ace Trove's scores and predictions are advisory and rank the agent's own workflow and pipeline. They do not automatically determine any contact's access to housing, listings, or agent service, and they are not solely-automated decisions producing legal or similarly significant effects. The Trigger Rules Engine performs administrator-configured operational actions only. You may request human review of, and opt out of, Ace Trove profiling.

2.2 Integrations

• MCP (Model Context Protocol) Integration: Allows paid users to connect Follow Up Ace tools with third-party AI desktop applications, including but not limited to ChatGPT and Claude, enabling use of CRM tools from external AI interfaces.
• Gmail OAuth Integration: Connects your Gmail account to enable email-related features, including email drafting and sending through the Service (requires user authorization).
• Zillow Lead Management: Speed-to-lead workflows, lead lifecycle tracking, and analytics designed to improve response times and conversion rates for Zillow-sourced leads.

2.3 Subscription Tiers

The Service is offered across multiple subscription tiers with varying features and capabilities. The per-seat AI assistant (Ace and Ace Pro) is billed per Follow Up Boss user. Ace Trove is an account-wide add-on billed to the Account on a flat monthly tier based on your total Follow Up Boss contact count, and requires an active Ace or Ace Pro subscription.

Per-seat assistant (Ace / Ace Pro):

Ace Trove (account-wide flat monthly tier by total Follow Up Boss contact count):

If your total contact count increases past a tier threshold, your Ace Trove tier (and price) will adjust accordingly. Features, pricing, and availability of tiers are subject to change. We reserve the right to modify, suspend, or discontinue any aspect of the Service, including any feature or tier, at any time without prior notice or liability.

3. Free Tier and Freemium Terms

The Service offers a free tier ("Free Tier") that allows limited use of the AI chat assistant. By using the Free Tier, you agree to the following terms:

• Message Limits: Free Tier users are limited to fifteen (15) AI messages per calendar day. This limit resets daily. Messages that exceed this limit will not be processed until the following day or until the user upgrades to a paid tier.
• Feature Restrictions: Free Tier users do not have access to Voice Chat, MCP integrations, Follow Up Boss CRM write actions (such as creating or updating contacts), Ace Trove, Zillow workflows, Gmail integration, or Knowledge Base features. Free Tier access is limited to basic AI chat functionality in read-only mode.
• No Service Level Agreement: The Free Tier is provided without any service level agreement (SLA). We make no guarantees regarding uptime, response time, availability, or support for Free Tier users. Paid tier users receive priority access to the Service during periods of high demand.
• Right to Modify: We reserve the right to modify, reduce, or eliminate the Free Tier at any time, including changing message limits, restricting features, or discontinuing free access entirely, without prior notice or liability to Free Tier users.
• Data Collection: Free Tier usage is subject to the same data collection practices described in Section 6. Your usage data, including message content, interaction patterns, and CRM context, may be collected and processed as described in these Terms and our Privacy Policy.
• Upgrade Path: Free Tier users may upgrade to a paid tier at any time through the Service interface. Paid features become available immediately upon successful payment processing.

4. User Obligations

By using the Service, you agree to the following obligations:

4.1 Account Responsibility

• You are responsible for maintaining the security of your Follow Up Boss account and any credentials used to access the Service.
• You are responsible for all activity that occurs through your use of the Service, whether or not authorized by you.
• You must comply with all applicable terms set forth by Follow Up Boss regarding the use of their CRM platform.

4.2 Fair Housing Compliance

• You agree to comply with the Fair Housing Act (42 U.S.C. 3601-3619) and all applicable federal, state, and local fair housing laws and regulations at all times when using the Service.
• You shall not use the Service to discriminate against any person or group based on race, color, religion, national origin, sex, familial status, disability, or any other characteristic protected by applicable law.
• You shall not use AI-generated content or suggestions from the Service to create, distribute, or publish any communications that violate fair housing laws, including but not limited to discriminatory advertising, steering, blockbusting, or redlining.
• You acknowledge that the AI may not be aware of all fair housing nuances, and it is your sole responsibility to review and ensure that any AI-generated content complies with all applicable fair housing requirements before use.

4.3 Real Estate Licensing

• If you are a licensed real estate professional, you agree to use the Service in compliance with all licensing requirements, regulations, and ethical standards applicable to your jurisdiction.
• You shall not use the Service to perform activities that require a real estate license unless you hold such a license in the applicable jurisdiction.

4.4 Email and Communications Compliance

• If you use email features through the Gmail integration or any other communication features of the Service, you agree to comply with the CAN-SPAM Act (15 U.S.C. 7701 et seq.), the Telephone Consumer Protection Act (TCPA), and all other applicable federal, state, and local laws governing electronic communications.
• You are the "caller" and "sender." For any call, text, or email you originate, schedule, or automate through the Service, you — not Moon Sherpa Labs — are the TCPA "caller" and the CAN-SPAM "sender" and are solely responsible for compliance.
• You must obtain and retain documented prior express consent before sending; honor opt-out keywords (stop, quit, end, unsubscribe) within ten (10) business days; include a valid physical postal address on every commercial email; provide a working, conspicuous unsubscribe mechanism; and ensure no email subject line or header — including any AI-generated subject line — is deceptive or misleading.
• You are solely responsible for obtaining all necessary consents before sending communications to contacts through the Service, and for reviewing all AI Output before it is sent.

4.5 Responsible AI Use

• You agree to review all AI-generated content before sending, publishing, or acting upon it.
• You shall not use the Service to generate spam, misleading content, fraudulent communications, or any content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable.
• You acknowledge that AI-generated content is a tool to assist you, not a substitute for your professional judgment, and you are solely responsible for the accuracy, legality, and appropriateness of any content you use or distribute.

4.6 Prohibited Activities

You shall not:

• Use the Service for any illegal purpose or in violation of any applicable law or regulation.
• Attempt to gain unauthorized access to the Service, its related systems, or other users' accounts.
• Interfere with or disrupt the integrity, performance, or availability of the Service.
• Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any part of the Service.
• Transmit any viruses, malware, worms, or other harmful or malicious code.
• Use the Service to build a competing product or service.
• Resell, sublicense, or redistribute access to the Service without our prior written consent.
• Use automated scripts, bots, or other automated means to access or interact with the Service in a manner that exceeds normal human usage, unless expressly authorized through the MCP integration.
• Circumvent or attempt to circumvent any usage limits, security measures, or access controls implemented in the Service.

5. AI-Generated Content Disclaimer

The Service uses artificial intelligence and large language models provided by third-party providers to generate responses, suggestions, analyses, and other content ("AI-Generated Content"). By using the Service, you acknowledge and agree to the following:

• No Guarantee of Accuracy: AI-Generated Content may contain errors, inaccuracies, omissions, outdated information, or hallucinated facts. We do not warrant the accuracy, completeness, reliability, or timeliness of any AI-Generated Content.
• Not Professional Advice: AI-Generated Content does not constitute and shall not be relied upon as legal advice, financial advice, tax advice, real estate valuation, investment advice, medical advice, or any other form of professional advice. The AI is not a licensed real estate advisor, broker, attorney, financial planner, appraiser, or any other licensed professional.
• Property Data: Any property data, valuations, market analyses, comparable sales data, or similar information provided by the AI is for informational purposes only and should not be relied upon for making purchase, sale, or investment decisions. Such data may be incomplete, outdated, or inaccurate.
• User Responsibility: You are solely responsible for evaluating and verifying all AI-Generated Content before relying on it or taking any action based upon it. You agree that any decisions you make or actions you take based on AI-Generated Content are made at your own risk.
• No Liability for AI Output: Moon Sherpa Labs shall not be liable for any damages, losses, or harm arising from your use of or reliance on AI-Generated Content, including but not limited to errors in contact information, incorrect lead scoring, inaccurate property data, or inappropriate communication suggestions.
• AI Disclosure: When using AI-Generated Content in client-facing communications, you may be required by applicable laws or regulations to disclose the use of artificial intelligence. You are solely responsible for compliance with any such disclosure requirements.

6. Data Usage and Consent

By using the Service, you consent to the data practices described below:

6.1 Data We Collect and Process

• CRM Contact Data: When you interact with the Service, we process data from your Follow Up Boss CRM, including contact names, phone numbers, email addresses, notes, tags, deal information, and other CRM fields, as necessary to provide the Service functionality.
• Conversation Data: We store your chat and voice conversations with the AI assistant to provide conversation history, improve service quality, and enable features such as Knowledge Base retrieval.
• Usage and Analytics Data: We collect data about how you interact with the Service, including feature usage, message volume, session duration, error logs, and performance metrics.
• Voice Data: If you use the in-app AI voice assistant, your microphone audio is streamed in real time to ElevenLabs Conversational AI (for voice activity detection, speech-to-text, and text-to-speech) and to our AI for response generation. This is an in-app assistant, not a telephony or call-recording service. We do not deliberately record or store voice audio; it is processed in real time and discarded.
• Account and Billing Data: We collect account information, subscription tier, billing status, and payment-related data necessary for providing and billing the Service.

6.2 AI Model Training

Moon Sherpa Labs does not use your CRM data, conversation content, or any customer-specific data to train, fine-tune, or improve AI models. Your data is used solely to provide and operate the Service for your benefit. We treat your CRM and conversation data as confidential.

6.3 Third-Party AI Provider Data Sharing

To provide the AI functionality of the Service, your conversation data (including text messages, voice transcriptions, and CRM context provided during conversations) is transmitted to and processed by third-party AI providers. These providers currently include, but are not limited to:

• OpenAI (GPT models)
• Anthropic (Claude models)
• Google (Gemini models)

Each third-party AI provider has its own terms of service and privacy policy governing their processing of data. We select AI providers that offer enterprise-grade data handling commitments, but we cannot guarantee and are not responsible for the data practices of third-party providers. By using the Service, you consent to the transmission of your data to these third-party AI providers as necessary to deliver the Service.

6.4 Data License

You grant Moon Sherpa Labs a non-exclusive, worldwide, royalty-free license to access, use, process, copy, distribute, perform, export, and display your data solely as reasonably necessary to provide, maintain, and improve the Service. This license does not grant us the right to sell your data or use it for purposes unrelated to the Service.

6.5 Your Representations

You represent and warrant that you have obtained all necessary rights, consents, and permissions to provide and license your data to us as described in this Section, including any consents required by applicable data protection laws for the processing of personal data of your contacts.

7. Third-Party Integrations

The Service integrates with and relies upon various third-party services. By using the Service, you acknowledge and agree to the following:

• Follow Up Boss: The Service operates as an embedded application within the Follow Up Boss CRM platform. Your use of Follow Up Boss is governed by Follow Up Boss's own terms of service and privacy policy. We are not responsible for Follow Up Boss's availability, data handling practices, or changes to their platform that may affect the Service.
• Stripe: Payment processing for paid subscription tiers is handled by Stripe, Inc. Your payment information is collected and processed directly by Stripe in accordance with Stripe's terms and privacy policy. Moon Sherpa Labs does not directly store your full credit card information.
• ElevenLabs: The in-app AI voice assistant uses ElevenLabs Conversational AI for real-time voice activity detection, speech-to-text, and text-to-speech. Use of voice features is subject to ElevenLabs' terms.
• Twilio: SMS notifications (such as appointment follow-up texts and workflow/admin alerts) may utilize Twilio's services. Twilio is used for SMS only, not voice. Use of such features is subject to Twilio's acceptable use policy.
• Gmail (Google): If you connect your Gmail account through OAuth authorization, the Service will access your Gmail account in accordance with the permissions you grant. You may revoke this access at any time through your Google account settings. Our use of information received from Google APIs adheres to the Google API Services User Data Policy.
• Zillow: Zillow lead management features utilize data from Zillow-sourced leads within your Follow Up Boss CRM. We do not have a direct integration with Zillow's platform; rather, we process Zillow lead data as it appears in your CRM.
• AI Providers (OpenAI, Anthropic, Google): The AI functionality of the Service is powered by third-party AI model providers as described in Section 6.3. Your conversational data is transmitted to these providers for processing.

We are not responsible for the actions, content, information, or data of third-party services, and you irrevocably waive any claim against Moon Sherpa Labs with respect to such third-party services. We do not guarantee the continued availability of any third-party integration and reserve the right to add, modify, or remove integrations at any time.

8. Subscription and Billing

8.1 Free Tier

We offer a free tier that provides limited access to Ace AI features at no cost. The free tier is available to all Follow Up Boss accounts. Free tier features, limits, and availability may be changed at any time at our discretion. To access the full feature set, you may upgrade to a paid subscription at any time.

8.2 Subscription Terms

• Billing Cycle: Paid subscriptions are billed monthly on the anniversary of your initial subscription date.
• Auto-Renewal: All paid subscriptions automatically renew at the end of each billing cycle unless cancelled before the renewal date. You authorize us to charge your payment method on file for each renewal period.
• Seat-Based Pricing: Subscriptions are priced on a per-seat basis. Each seat corresponds to one Follow Up Boss user. You are responsible for managing the number of seats on your subscription.

8.3 Team Pay vs. Self Pay

• Team Pay: Account administrators may purchase subscription seats on behalf of their team members ("Team Pay"). The administrator is responsible for all charges associated with team-managed seats. Team-managed users may not independently modify their subscription or billing.
• Self Pay: Individual users may purchase their own subscription ("Self Pay") if their account administrator has not purchased a seat on their behalf. Self-pay users manage their own billing and subscription independently.

8.4 Cancellation

• You may cancel your paid subscription at any time through the Service interface or by contacting support.
• Upon cancellation, your paid features will remain active until the end of your current billing period. After that, your account will be downgraded to the Free Tier rather than fully deactivated. You will retain access to basic AI chat functionality subject to Free Tier limitations.
• Cancellation does not delete your account, conversation history, or settings. You may resubscribe at any time to regain access to paid features.

8.5 Refund Policy

All subscription fees are non-refundable except as required by applicable law. If you believe you have been charged in error, please contact us within thirty (30) days of the charge. We may, at our sole discretion, provide a refund, credit, or other remedy. No refunds will be issued for partial months of service, unused messages, or downgrade to a lower tier. Full cancellation, refund, and payment-dispute terms — including the consequences of filing a card-network chargeback for an authorized charge — are set out in the Refund & Cancellation Policy, which is incorporated into these Terms.

8.6 Pricing Changes

We reserve the right to change our subscription pricing at any time. If we increase pricing, we will provide at least thirty (30) days' advance notice to active subscribers. Continued use of the Service after a price change takes effect constitutes your acceptance of the new pricing. We also reserve the right to cancel, modify, or revoke discounts, promotional offers, and coupon codes at any time without prior notice.

9. Intellectual Property

The Service, including all software, algorithms, code, user interface designs, graphics, trademarks, service marks, logos, text, and all related content, features, and functionality (collectively, "Service Materials"), are owned by Moon Sherpa Labs or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

No license or other right to use any of our trademarks, service marks, logos, or trade dress is granted by these Terms. Nothing in these Terms transfers any ownership rights in the Service or Service Materials to you. You may not copy, modify, distribute, sell, lease, or create derivative works based on the Service or any Service Materials without our prior written consent.

You retain ownership of your CRM data and any content you create or upload to the Service. However, you grant us the licenses described in Section 6.4 to enable us to provide the Service.

10. Modifications to Terms

Moon Sherpa Labs reserves the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms within the Service and updating the "Last Updated" date at the top of this document. Where required by applicable law, we may also notify you via email or through an in-app notification.

For material changes that significantly affect your rights or obligations (including but not limited to changes to data practices, billing terms, or liability provisions), we will provide at least thirty (30) days' advance notice and may require you to affirmatively re-accept the updated Terms before continuing to use the Service. If you do not agree to the updated Terms, you must stop using the Service before the changes take effect.

For non-material changes (such as formatting, typographical corrections, or clarifications that do not alter the meaning of any provision), your continued use of the Service after the posting of the updated Terms constitutes your acceptance of such changes.

We will not apply a materially more permissive data practice (such as using previously collected data to train models, or selling personal data) retroactively; any such change will be prospective and require clear, conspicuous notice and your affirmative opt-in consent.

11. Termination

11.1 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, at our sole discretion. Reasons for termination may include, but are not limited to, violation of these Terms, abusive or excessive use, non-payment, fraudulent activity, or conduct that we believe is harmful to other users, us, or third parties.

11.2 Termination by You

You may stop using the Service at any time. If you are on a paid tier, cancellation of your subscription will downgrade your account to the Free Tier at the end of your current billing period, as described in Section 8.4.

11.3 Effect of Termination

• Upon termination initiated by us for cause, your access to the Service (including the Free Tier) may be immediately revoked without refund.
• Upon voluntary cancellation by you, your account will be downgraded to the Free Tier rather than fully deactivated, unless you specifically request account deletion.
• We may retain your data for a reasonable period following termination as necessary to comply with legal obligations, resolve disputes, and enforce our agreements.
• All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification, limitations of liability, and dispute resolution provisions.

12. Disclaimers and Warranties

THE SERVICE, INCLUDING ALL AI-GENERATED CONTENT, FEATURES, INTEGRATIONS, AND FUNCTIONALITY, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOON SHERPA LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES THAT DEFECTS WILL BE CORRECTED IN A TIMELY MANNER;
• WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED CONTENT, INCLUDING CONTACT ANALYSES, LEAD SCORES, PROPERTY DATA, COMMUNICATION SUGGESTIONS, OR ANY OTHER OUTPUT;
• WARRANTIES THAT THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS;
• WARRANTIES REGARDING THE AVAILABILITY, ACCURACY, OR RELIABILITY OF ANY THIRD-PARTY SERVICES OR INTEGRATIONS.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MOON SHERPA LABS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOON SHERPA LABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY OF THE FOLLOWING, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY:

• ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES;
• DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES;
• DAMAGES ARISING FROM YOUR RELIANCE ON AI-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO ERRORS IN CONTACT DATA, INACCURATE LEAD SCORING, INCORRECT PROPERTY INFORMATION, INAPPROPRIATE COMMUNICATION SUGGESTIONS, OR FAIR HOUSING VIOLATIONS;
• DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS;
• DAMAGES RESULTING FROM THE CONDUCT OF ANY THIRD PARTY ON THE SERVICE;
• DAMAGES RESULTING FROM ANY FAILURE OR DELAY IN ANY THIRD-PARTY INTEGRATION.

UNDER NO CIRCUMSTANCES SHALL MOON SHERPA LABS' TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00 USD) OR (B) THE TOTAL AMOUNT PAID BY YOU TO MOON SHERPA LABS FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SECTION SHALL APPLY REGARDLESS OF WHETHER MOON SHERPA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, MOON SHERPA LABS' LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Indemnification

You agree to indemnify, defend, and hold harmless Moon Sherpa Labs, its affiliates, officers, directors, employees, consultants, agents, suppliers, and representatives (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and court costs) that the Indemnified Parties may incur as a result of or arising from:

• Your violation of these Terms;
• Your use or misuse of the Service;
• Your use of AI-Generated Content, including any claims arising from communications sent to your contacts or clients;
• Your violation of any applicable law, regulation, or third-party right, including but not limited to fair housing laws, real estate licensing requirements, CAN-SPAM, TCPA, or privacy laws;
• Any content you submit, post, or transmit through the Service;
• Any dispute between you and a third party arising from your use of the Service.

Moon Sherpa Labs reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Moon Sherpa Labs in asserting any available defenses.

15. Dispute Resolution

15.1 Informal Resolution

Before filing any formal dispute, you agree to first attempt to resolve the dispute informally by contacting Moon Sherpa Labs at the address provided in Section 19. We will attempt to resolve the dispute informally within sixty (60) days. If the dispute is not resolved within this period, either party may proceed with formal dispute resolution as described below.

15.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted by a single arbitrator in Houston, Texas.

Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order, including injunctive or other equitable relief and specific performance.

15.3 Class Action Waiver

YOU AND MOON SHERPA LABS AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You waive any right to participate in a class action lawsuit or class-wide arbitration against Moon Sherpa Labs.

15.4 Your Right to Opt Out of Arbitration

You may opt out of binding arbitration and the class-action waiver in Sections 15.2 and 15.3 by emailing [email protected] within thirty (30) days of first accepting these Terms (or, for this provision, within thirty (30) days of the effective date of this amendment), stating your name and your intent to opt out of arbitration. Opting out of arbitration does not affect any other provision of these Terms, which remain in full force.

15.5 Mass-Arbitration Batching (Bellwether)

If twenty-five (25) or more similar arbitration demands are filed against Moon Sherpa Labs by or with the assistance of the same or coordinated counsel, the demands will be batched and resolved in staged bellwether groups (for example, ten (10) at a time) with a single arbitrator assigned per batch, to manage administrative fees and promote efficiency. The remaining demands will be tolled (and any applicable limitations period suspended for those demands) until the earlier batches conclude.

15.6 Exceptions

Either party may seek any interim or preliminary injunctive relief from a court of competent jurisdiction in Houston, Texas as necessary to protect its rights or property pending the completion of arbitration. Claims within the jurisdiction of a small claims court may be filed in such court in lieu of arbitration.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

17. Severability

If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be illegal, invalid, or unenforceable, that provision shall be modified to the minimum extent necessary to make it legal, valid, and enforceable, or if modification is not possible, it shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance.

18. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices, agreements, or policies published by us on or through the Service, constitute the entire agreement between you and Moon Sherpa Labs regarding the Service and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, or communications, whether written or oral, concerning the subject matter of these Terms.

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Moon Sherpa Labs' failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.