Terms of Service

It is our pleasure to provide the NestAgent services described below In support of engaging with your real estate audience in accordance with this Subscriber Agreement (herein, the "Agreement"). PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT GOVERNS ELIGIBILITY FOR AND USE OF THE SERVICES.

For detailed information on how to cancel your subscription, see Section 2(e) below. Qualetics Data Machines, Inc., located at 130 Washington St, Rocky Hill, NJ 08553 is referred to collectively in this Agreement as "we", "us" and "our". "Qualetics Data Machines Inc.", "NestAgent" or the "NestAgent Service" includes it's website, application, and related software, associated content and other services, in any media format or channel, now known or hereafter devised, and any elements thereof. NestAgent or NestAgent Services are sometimes referred to interchangeably or collectively in this Agreement as the "Services".

You agree to this Agreement, including any agreements or policies incorporated herein by reference, by clicking "Agree & Continue" or any other industry standard mechanism during the NestAgent registration process, or by accessing or using any aspect of the Services. It may be necessary to agree to additional terms and conditions in connection with your use of the Services. If you do not agree to this Agreement, you may not use the Services.

We may amend this Agreement, effective thirty (30) days after we send you notice or post the amendment on the Services. If you do not agree to any change to this Agreement, you must discontinue using the Services. Our customer service representatives are not authorized to modify any provision of this Agreement, either verbally or in writing.

ANY DISPUTE BETWEEN YOU AND US IS SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION IN THIS AGREEMENT AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.

1. USER ELIGIBILITY AND REGISTRATION

a. Eligibility and Age Limitations

You must be 18 years of age, or the age of majority in your state or territory of residence, to purchase NestAgent. The Services are provided to individuals or businesses for their use only.

b. Territory

Only individuals and businesses operating within the United States where we offer the Services are eligible to subscribe. The Services are only available in the United States and certain of its territories.

c. Registration and Access

The Services allow you to use a single email and password to sign in to a range of products and features supported by Qualetics Data Machines. When you sign up for a NestAgent account, you agree to Qualetics Data Machines Terms of Use, which can be found at https://qualetics.com/terms/. Only individuals or businesses ,sometimes referred to interchangeably or collectively in this Agreement as the "Customer", who have registered for a NestAgent account, provide requested information (e.g., a valid email address), and agree to this Agreement are eligible to subscribe to the relevant Services. Your email address and password to login to the Services will be managed by us in accordance with our Data Privacy Addendum and Data Processing Addendum which can be found at https://qualetics.com/cdpa/ and https://qualetics.com/dpa/. You are solely responsible for maintaining the confidentiality and security of your email address and password and for all activities that occur on or through your account. However, if you allow others to access your account, this Agreement, as well any specific consents you may have provided to us, also applies to their access, use, and disclosure of information. You agree to immediately notify us of any unauthorized access to your account. We will not be responsible for any losses arising from the unauthorized use of your account.

d. Notices

Any notices we deliver to you may be made as follows: (i) by email to the last email address provided by you or (ii) by posting a notice on the Services. You consent to receive electronic communications from each Service you subscribe to and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us. You agree that we may take steps to verify the accuracy of information you provide.

2. SUBSCRIPTION TERMS

a. Service Tier and Other Offerings

When purchasing your subscription(s) to the Service(s), you may be presented with different plans or options (each a "Service Tier"). Different Service Tiers or other offerings, such as a Bundle (as defined below) or add-ons, may be subject to differences in pricing, usage rules, eligibility, restrictions, features, and device availability.

b. Subscription Billing and Auto-Renewal

Your subscription(s) to the Service(s) includes enrollment into an ongoing/recurring payment plan. Your subscription(s) will automatically renew at the end of the disclosed billing period, unless cancelled in accordance with the instructions for cancellation below. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled. When you provide a payment method, we may attempt to verify the information you entered by processing an authorization hold. We do not charge you in connection with this authorization hold, but your available balance or credit limit may be reduced. Your "billing period" is the interval of time between each recurring billing date and corresponds to the term of your subscription. If you change your Service Tier or obtain certain other offerings, such as add-ons, we may prorate your charges accordingly during the applicable billing period. To see your next recurring billing date, review your monthly billing statement which is emailed on the monthly billing date. You acknowledge that the timing of when you are billed may vary, including (i) if your subscription began on a day not contained in a given month (e.g. if you have a monthly subscription and became a paying subscriber on January 31, your payment method would be billed next on February 28), or (ii) due to free trials and other promotional offers, gift card redemptions, credits applied, payment failures, or changes in your subscription or payment method. We may also offer you the ability to pause your subscription. If you do not cancel before the end of the pause period, billing will resume automatically. We reserve the right to change our pricing. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Services. Please check with your Internet provider for information on possible Internet data usage charges.

c. Free Trials and Promotions

Your subscription(s) to the Service(s) may include a free trial. Availability of a free trial is not guaranteed and, if one is available, is only available on the specified terms of the free trial. Eligibility for free trials may vary based on factors including the Service Tier selected, whether you have previously used one for the relevant Service(s), how recently you redeemed a free trial, and whether the Service Tier is part of a combined offering. Certain limitations may also exist with respect to combining free trials with any other offers. Your first payment will be charged to your chosen payment method immediately following the free trial, unless cancelled in accordance with the instructions for cancellation below. You can cancel your subscription at any time before the end of your free trial. We provide notice of the terms of the free trial at the time you register and you will not receive a separate notice that your free trial is about to end or has ended, or that your paid subscription has begun, unless expressly required by statute or regulation in particular jurisdictions or instances. We may also offer, in our sole discretion, promotions (e.g., a promotional price, bundled subscription, device-specific offer or gift card) subject to promotional terms disclosed during your sign-up or in other materials provided to you. We will begin billing the same payment method we otherwise have on-file for your subscription at the then-current, non-promotional price after your promotion ends unless you cancel prior to the end of your promotion or unless otherwise disclosed.

d. Gift Cards

We may make available gift cards redeemable for an eligible Service Tier. Gift cards may not be used in conjunction with, or in addition to, any special offer unless the terms of the special offer expressly indicate otherwise. The purchase and redemption of our gift cards are subject to the gift card Terms and Conditions presented at the time the gift card is provided which will be detailed with the gift card being offered or provided.

e. CANCELLATION AND REFUND POLICY

YOU CAN CANCEL YOUR SUBSCRIPTION AT ANY TIME BEFORE THE END OF THE CURRENT BILLING PERIOD, FREE TRIAL OR PROMOTION. CANCELLATION WILL TAKE EFFECT AT THE END OF THE CURRENT BILLING PERIOD, FREE TRIAL OR PROMOTION UNLESS OTHERWISE DISCLOSED. IF YOU ARE SUBSCRIBED THROUGH A FREE TRIAL, PROMOTIONAL CODE OR OTHER CREDIT, CANCELLATION MAY BE EFFECTIVE IMMEDIATELY. IF YOU MODIFY YOUR SUBSCRIPTION TO SWITCH FROM ONE SERVICE TO ANOTHER SERVICE DURING YOUR BILLING PERIOD, YOU MAY NOT HAVE CONTINUED ACCESS TO YOUR ORIGINAL SERVICE. YOU MUST CANCEL YOUR SUBSCRIPTION PRIOR TO 11:59 P.M. EASTERN TIME ON THE DAY BEFORE YOUR NEXT RECURRING BILLING DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT BILLING PERIOD. WE DO NOT REFUND OR CREDIT FOR PARTIALLY USED BILLING PERIODS, ALTHOUGH WE MAY PROVIDE SUCH REFUNDS OR CREDITS ON A CASE-BY-CASE BASIS IN OUR SOLE AND ABSOLUTE DISCRETION. IF YOUR SUBSCRIPTION IS CANCELED DUE TO FAILED ATTEMPTS TO CHARGE YOUR PAYMENT METHOD, OR IF YOU SWITCH YOUR BILLING TO A THIRD-PARTY, YOU MAY FORFEIT ANY CREDITS ASSOCIATED WITH YOUR ACCOUNT. TO CANCEL YOUR NESTAGENT SUBSCRIPTION, NAVIGATE TO ACCOUNT SETTINGS IN NESTAGENT APP AND CLICK ON MANAGE SUBSCRIPTION. FOLLOW THE ONSCREEN INSTRUCTIONS TO MODIFY OR CANCEL THE SUBSCRIPTION.

3. COPYRIGHT LICENSE GRANT AND RESTRICTIONS

a. License

Within the Territory and subject to the terms and conditions in this Agreement, we grant you a limited use, non-transferable, non-assignable, revocable, non-exclusive and non-sublicensable right to make use of the Services.

b. Restrictions on Your Use of the Content

You agree that you will not nor permit another person to do any of the following without our express written permission, and that these restrictions are a condition to your license:

• circumvent or disable any content protection system or digital rights management technology used in connection with the Services to control access to the Content;
• copy the Content (except as expressly permitted by this Agreement);
• create derivative works of the Content; or
• engage in any of the foregoing in connection with any use, creation, development, modification, prompting, fine-tuning, training, testing, benchmarking or validation of any artificial intelligence or machine learning tool, model, system, algorithm, product or other technology ("AI Tool").

4. USAGE TERMS

a. Compatible Devices and Software

Use of the Services requires compatible devices, and certain software may require periodic updates, and your use of the Services may be affected by the performance of these elements. You can access the Content with almost any Internet-connected computer or through the Service applications available for certain mobile or other devices (Internet connection required) (each, a "Compatible Device"). You are responsible for understanding and complying with any limitations on the use of Compatible Devices. Additionally, certain components of the Services or Service Tiers may only be compatible with a subset of Compatible Devices or require download of certain software, even if other aspects of the Services can be accessed on any Compatible Device. For specifics concerning supported devices, operating systems, web browsers and optimal streaming support please visit your applicable Service's Help Center.

b. Internet Connection

You must have a high speed Internet connection in order to access and use certain aspects of the Services.

6. SUSPENSION AND TERMINATION

You agree that we may, in our sole discretion and without notice or liability to you, restrict, suspend, or terminate your access to part or all of the Services, and to any Content if we believe you are using or have used the Services in violation of this Agreement or applicable law or regulations or in any manner other than for their intended purpose and in accordance with all other guidelines and requirements applicable thereto. Without limiting the foregoing, we may restrict or suspend your access to the Service(s), which cause includes but is not limited to (a) requests from law enforcement or other government authorities, (b) unexpected technical issues or problems, or (c) if we reasonably believe that your account has been created fraudulently, your account or subscription to the Services has been accessed fraudulently, or anyone uses your account or subscription to the Services to commit fraud or for any purpose other than its intended purpose and in accordance with all of the requirements applicable thereto. We also reserve the right, but are not required, to terminate any subscription to the Services that remains inactive for an extended period of time, e.g., more than one year (failure to log in to your subscription to the Services will constitute inactivity for purposes of this Agreement).

7. BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS PROVISION CAREFULLY—YOU ARE AGREEING TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER.

There may be instances in which disputes arise between us. You, on the one hand, and Qualetics Data Machines, Inc., on the other hand, agree to resolve, by binding arbitration, all disputes except for any dispute relating to the ownership or enforcement of intellectual property rights.

8. ADDITIONAL PROVISIONS

a. Service Purpose

We aspire for the Services to provide productive support and interaction with the public on behalf of your business that you otherwise would not be able to provide. You understand and agree that the Content provided through the Services is intended for informational purposes only; it does not constitute legal, financial, or professional advice or and cannot be used for such purposes.

b. Content Subjectivity

We strive to provide a professional and informative interactive experience for your audience seeking real estate information and insight. You may come across Content that could have been more helpful or presented differently in the Services' effort to deliver useful information consistent with the focus of your business. As the Services rely on a vast array of data sources including the guidance you provide as part of the setup experience and we do not guarantee that all responses and property information will be perfectly phrased or accurate. You acknowledge these risks and your responsibility for making your own choices regarding the information you provide to act as guidance in supporting the Services.

c. General Contact Information

For any matters where specific contact procedures are not provided for elsewhere in this Agreement, you may contact us by visiting your applicable Service's Help Center.

d. DISCLAIMERS OF WARRANTY; LIABILITY LIMITATION

YOU ACKNOWLEDGE AND AGREE TO THE ESSENTIAL CONDITION THAT THE CONTENT AS WELL AS THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, QUALETICS DATA MACHINES INC. AND THEIR AFFILIATES, LICENSORS, AGENTS, AND SERVICE PROVIDERS EACH EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, SATISFACTORY QUALITY AND NONINFRINGEMENT, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. YOU ALSO ACKNOWLEDGE AND AGREE THAT QUALETICS DATA MACHINES INC. DOES NOT WARRANT THAT THE CONTENT OR THE SERVICES WILL BE WITHOUT ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. QUALETICS DATA MACHINES INC. DOES NOT WARRANT OR OTHERWISE STATE THAT THE CONTENT OR THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU AND NOT QUALETICS DATA MACHINES INC ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OCCASIONED BY USE OF THE CONTENT AND THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

e. Choice of Forum

You agree that any action at law or in equity arising out of or relating to this Agreement that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Somerset County, New Jersey, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.

f. Choice of Law

This Agreement is governed by and construed in accordance with the laws of the State of New Jersey and the laws of the United States, without giving effect to any conflict of law principles.

g. Entire Agreement

This Agreement and the provisions referenced herein, along with any agreements or policies that are incorporated herein by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersedes all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.