Terms and conditions.

Acceptance of terms

These Terms and Conditions (the “Terms”) form a binding agreement between Vestora Technologies LLC, a Florida limited liability company (“Vestora,” “we,” “us,” or “our”), and the entity or individual identified as the customer in an Order Form or, in the absence of a signed Order Form, the entity or individual that creates an account with Vestora and clicks-through these Terms (“Customer,” “you,” or “your”). By executing an Order Form that incorporates these Terms, by creating an account on the Platform, or by accessing or using the Platform in any manner, Customer agrees to be bound by these Terms together with any Order Form executed by the parties and Vestora’s Privacy Policy, each of which is incorporated by reference. If you are accepting these Terms on behalf of an entity, you represent that you have the authority to bind that entity to these Terms.

About Vestora and the Platform

Vestora operates a public-record property-analysis platform for investors and verified real-estate professionals. The current service provides authenticated Miami-Dade, Broward, Palm Beach, Martin, and St. Lucie parcel discovery, county-recorded values and comparable sales, user-input financial analysis, portfolios, Hub collaboration, and public-record reports. It does not display MLS listings or use MLS-derived data in customer calculations. Any terms below addressing licensed MLS functionality apply only after Vestora deliberately activates that capability under an applicable agreement.

For properties shown from public records, Vestora displays county-recorded property values, public sales records, comparable sales, and calculations based on those records and on information you enter. These are not appraisals, broker price opinions, offers, or guarantees of value, and the values shown are county-recorded values, not Vestora estimates. Trend-based figures show the result if a past trend continued; they are not predictions. Public records may be incomplete, delayed, or inaccurate. Verify material facts before making a financial or real-estate decision.

Third-party data sources

Where Vestora estimates a monthly payment without a loan you have entered, it uses the Consumer Financial Protection Bureau’s weekly average prime offer rate for a 30-year fixed-rate mortgage (an APR that includes typical points and fees). Source: CFPB, Average Prime Offer Rates (FFIEC).

Eligibility

Investor access is available to eligible authenticated users. Professional-only access requires an applicable active Florida real-estate license verified with DBPR, successful Stripe Identity verification, and an accepted legal-name match. Ambiguous cases may require manual review. MLS membership is not required for the current public-record-only service.

Key definitions

“Authorized User” means an individual whose account has been provisioned in accordance with Vestora’s account procedures. Professional access additionally requires an applicable active Florida license verified against DBPR and identity verification through Stripe Identity.

“Brokerage Tenant” means a brokerage Customer and the discrete data environment associated with that Customer.

“Customer Data” means information submitted by Customer or its Authorized Users to the Platform, including portfolios, assumptions, notes, public comparable selections, client identifiers, and other materials uploaded or generated by Customer or its Authorized Users in the course of using the Platform. Customer Data does not include Miami MLS Data, Vestora Materials, or service-generated metadata such as authentication logs and usage telemetry.

“Documentation” means the user-facing documentation, help-center articles, and product guides made available by Vestora, as updated from time to time.

“Miami MLS” means the MIAMI Association of REALTORS multiple listing service, and “Miami MLS Rules” means the rules, policies, and participant requirements established by Miami MLS, as amended from time to time.

“Miami MLS Data” means listing content, photographs, status history, and related data fields delivered to Vestora through the Trestle Data Feed under the Miami MLS Rules.

“Order Form” means a written ordering document executed by Customer and Vestora that references these Terms and specifies the subscription tier, seat count, fees, and Subscription Term.

“Platform” means the Vestora real estate intelligence software-as-a-service offering, including the vestoraiq.com website, the Vestora iOS application, and any related services and Documentation provided by Vestora.

“Sponsoring Broker” means the licensed Florida real estate broker and active Miami MLS participant who authorizes Vestora as a member technology platform under that broker’s MLS membership.

“Subscription Term” means the period of authorized access set forth in the applicable Order Form, including the Initial Term and any Renewal Terms as defined in the Fees, Billing, and Term article.

“Trestle Data Agreement” means the data distribution agreement under which Vestora Technologies LLC receives the Trestle Data Feed from CoreLogic Solutions, LLC.

“Trestle Data Feed” means the Miami MLS data distribution feed delivered to Vestora through Trestle (CoreLogic) pursuant to the Trestle Data Agreement.

“Vestora Materials” means the Platform, the Documentation, all Vestora-developed software, models, analytical outputs, user interface designs, trademarks, and any other materials made available by Vestora, in each case excluding Customer Data and Miami MLS Data.

Account creation

Each Authorized User must create an account using accurate and current information, including legal name, business email address, business phone number, brokerage affiliation, and Florida real estate license number. Customer is responsible for ensuring that the information submitted by its Authorized Users is accurate and is updated promptly when it changes. Vestora may reject or revoke any account at its discretion if the information submitted is incomplete, inaccurate, or fails to satisfy the eligibility and verification requirements set forth in these Terms.

Identity and license verification

Investor accounts must satisfy Vestora’s ordinary account and authentication requirements. Professional access requires a separate two-stage review: Vestora confirms an applicable active Florida real-estate license against DBPR and Stripe Identity verifies the applicant’s identity. Vestora then compares the DBPR licensee name with the Stripe-verified legal name. Ambiguous results enter manual review. A professional account is activated only after both checks pass; Miami MLS membership is not part of this public-record launch.

Annual re-verification

Vestora re-verifies professional license status against DBPR at least annually and when a professional changes license or brokerage details. Professional-only access may be suspended when an applicable active license cannot be confirmed after the documented review period. Investor access and user-authored data remain available under the ordinary account rules.

Authentication requirements

Authorized User accounts are protected by Vestora’s account credentials and session controls. Vestora may offer or require additional authentication methods, including passkeys or a supported multi-factor challenge, based on account configuration or security risk. Vestora does not collect, store, transmit, or proxy any user’s MLS login credentials, and Customer agrees not to attempt to use the Platform as a means of accessing the Miami MLS portal directly through any user’s MLS credentials.

User roles and brokerage administration

Within an authenticated session, the Platform supports the following roles, each with distinct permissions: broker-owner, managing broker, agent, agent assistant, and (reserved for future use) client viewer. Brokerage Tenants may designate one or more brokerage administrators with authority to provision accounts, assign roles, suspend Authorized Users, and configure firm-wide settings. The brokerage administrator acts on behalf of the Customer for purposes of these Terms, and Customer is responsible for the actions taken by its brokerage administrators.

Account responsibility

Customer is responsible for all activity occurring under its accounts and the accounts of its Authorized Users, including any acts or omissions that result in a breach of these Terms or applicable law. Customer agrees to keep account credentials confidential, to require Authorized Users to do the same, to immediately notify Vestora of any suspected unauthorized access, and to cooperate with Vestora in investigating any security incident affecting Customer’s account.

License to use the Platform

Subject to Customer’s timely payment of all Subscription Fees and continued compliance with these Terms, Vestora grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Platform, solely for Customer’s internal business operations as a licensed real estate brokerage or licensed real estate professional, and solely through the number of seats purchased on the applicable Order Form. The right granted under this Section is conditional on Customer’s ongoing compliance with these Terms, the Miami MLS Rules, the Trestle Data Agreement, and applicable law.

Reservation of rights

Vestora and its licensors reserve all rights in and to the Platform and the Vestora Materials not expressly granted in these Terms. No rights are granted to Customer by implication, estoppel, or otherwise. Customer acquires no ownership interest in the Platform or the Vestora Materials by accessing or using the Platform.

Prohibited uses

Customer shall not, and shall not permit any Authorized User or any third party to:

• Access or use the Platform other than as expressly permitted under these Terms or in violation of the Miami MLS Rules, the Trestle Data Agreement, or applicable law;
• Sell, resell, sublicense, distribute, lease, lend, or otherwise commercially exploit the Platform or any Miami MLS Data obtained through the Platform, except as expressly permitted by the Miami MLS Rules and these Terms;
• Use the Platform, or any output of the Platform (including explanations, drafts, and other output of Vestora’s AI features), to create, train, fine-tune, evaluate, or benchmark any artificial-intelligence model, machine-learning model, or competitive product, or to scrape, harvest, or systematically extract data from the Platform;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent expressly permitted by applicable law;
• Circumvent or attempt to circumvent any access, authentication, rate-limiting, or security control of the Platform, including by sharing accounts, passwords, or MFA tokens among individuals, or by using a single Authorized User account to provide access to multiple individuals;
• Provide access to the Platform to any individual who is not a properly verified Authorized User, including consumers, unlicensed assistants, family members, or other third parties;
• Use the Platform in a manner that infringes, misappropriates, or violates the intellectual-property, privacy, publicity, or other rights of any person;
• Upload, transmit, or store on the Platform any malware, viruses, harmful code, or content that is unlawful, defamatory, harassing, or otherwise objectionable;
• Use the Platform to send unsolicited commercial communications in violation of applicable anti-spam laws, including the federal CAN-SPAM Act and Florida’s Telephone Solicitation Act;
• Misrepresent the source, attribution, or accuracy of any Miami MLS Data made available through the Platform, or remove, obscure, or alter any required brokerage attribution, MLS branding, listing-data disclaimer, or last-updated timestamp; or
• Use the Platform in any way that, in Vestora’s reasonable judgment, exposes Vestora or the Sponsoring Broker to legal, regulatory, or reputational risk.

Usage limits and fair use

Customer’s access to the Platform is subject to the seat count and other usage parameters specified in the applicable Order Form, and to reasonable rate limits imposed by Vestora to protect the integrity of the Platform and the Trestle Data Feed. Vestora reserves the right to throttle, suspend, or terminate access for any account that materially exceeds applicable usage parameters or that imposes a disproportionate burden on the Platform or the Trestle Data Feed.

Miami MLS Data as licensed content

Miami MLS Data made available through the Platform is licensed content owned or controlled by Miami MLS and its participants. Customer acknowledges that Miami MLS Data is subject to the Miami MLS Rules and the Trestle Data Agreement, that Customer’s rights to use Miami MLS Data are limited to those expressly granted under these Terms and consistent with such rules, and that Miami MLS may enforce its rules directly against Customer to the extent permitted by such rules. Vestora’s right to deliver Miami MLS Data through the Platform depends on (i) Vestora’s direct contractual relationship with Trestle, (ii) Vestora’s authorization as a member technology platform under the Sponsoring Broker, and (iii) each Authorized User’s verified affiliation with a Miami MLS member brokerage. Customer acknowledges that the loss of any of these authorizations may render Customer ineligible to continue receiving Miami MLS Data through the Platform, and the parties shall coordinate in good faith on any required notifications to Trestle and Miami MLS in such event.

Participating-broker authorization required

Customer represents and warrants that Customer is, or that each of Customer’s Authorized Users is affiliated with, a brokerage that is an active participating member of Miami MLS, and that such participating-member status will be maintained throughout the Subscription Term. Customer agrees to notify Vestora promptly upon any change in such status. Vestora may suspend or terminate access to Miami MLS Data for any account associated with a brokerage that is no longer a participating member of Miami MLS, and may require Customer to cooperate in good faith with notifications to Trestle and Miami MLS as may be required under the Miami MLS Rules upon any such suspension or termination.

IDX display requirements

To the extent the Platform displays Miami MLS Data on a public-facing surface or any client-facing surface that is later introduced, Customer agrees that the following requirements, derived from the Miami MLS IDX rules, are non-negotiable and that Customer will not configure, modify, or operate the Platform in a manner that defeats them:

• Listing brokerage and listing agent attribution must be displayed on every listing view;
• Miami MLS branding and logos must be displayed in accordance with Miami MLS’s published guidelines;
• The disclaimer “Information deemed reliable but not guaranteed” (or such other disclaimer as Miami MLS may require from time to time) must appear on every listing view;
• A last-updated timestamp must be visible on each listing view;
• Listings withdrawn, sold, expired, or otherwise removed from active status must be removed from public-facing display within the timeframes specified by the Miami MLS Rules (typically twenty-four to seventy-two hours); and
• Agent-only fields, including without limitation showing instructions, agent remarks, and commission information, must not be exposed in client-facing reports or public-facing pages.

Vestora’s initial release does not include any consumer-facing or client-facing data surface; the IDX display and internal-versus-client-facing-use sections will become operative for any client-facing feature introduced in a later release.

Internal versus client-facing use

Customer acknowledges that the Platform distinguishes between agent-internal data fields, which are intended solely for the analytical use of Authorized Users, and shareable data fields, which may be appropriate for inclusion in client-facing outputs in compliance with the Miami MLS Rules. Customer shall not export, screenshot, copy, or otherwise reproduce agent-internal fields into any client-facing communication. Vestora’s Virtual Office Website (“VOW”) compliance posture is reserved for any future feature that introduces a consumer-facing surface, at which time these Terms may be updated to address such use.

Prohibition on consumer redistribution

Customer shall not redistribute, resell, license, or otherwise make Miami MLS Data available to consumers, unlicensed individuals, or any third party other than as expressly permitted by the Miami MLS Rules and these Terms. Customer’s use of curated buyer-criteria summaries or other client-directed outputs introduced by Vestora in a later product release will be governed by the additional terms specified at that time, including any required IDX disclaimers and brokerage attribution.

Suspension for MLS rule violations

Vestora may immediately suspend or terminate Customer’s access to all or part of the Platform, without prior notice, in response to any actual or reasonably suspected violation of the Miami MLS Rules, the Trestle Data Agreement, or any directive from Miami MLS or Trestle relating to Customer’s use of the Platform. Vestora will use commercially reasonable efforts to notify Customer of the basis for any such suspension and to restore access following resolution. Suspension under this Section does not relieve Customer of any payment obligations accrued through the date of suspension.

Registered consumer access

For individuals who are not licensed real-estate professionals (“Consumers”), Vestora provides access to MLS-derived listing data, automated valuations, and market analytics through a Virtual Office Website (“VOW”) operated under a licensed participating broker of Miami MLS. Consumer access requires registration and acceptance of these Terms, which establishes the lawful broker–consumer relationship contemplated by the Miami MLS Rules for VOW display.

Personal, non-commercial use

By registering, the Consumer represents that the Consumer has a bona-fide interest in the information and will use it solely for the Consumer’s own personal, non-commercial purposes. The Consumer may not reproduce, redistribute, scrape, resell, or create derivative works from MLS-sourced data, and may not use the data to provide real-estate brokerage services to others. Access is limited to the Consumer’s registered account.

Seller opt-outs and attribution

At a property owner’s or seller’s direction, Miami MLS may withhold a listing’s address, its automated valuation, or the entire listing from VOW display. Vestora honors these opt-outs, so some properties or figures may not appear or may show limited detail. MLS-sourced data is deemed reliable but is not guaranteed and should be independently verified. The source MLS and the operating participating broker are identified on each consumer data surface.

Subscription tiers and Order Forms

Vestora offers the Platform under the subscription tiers described below. Specific fees, seat counts, billing cadence, and Subscription Term applicable to Customer are set forth in the applicable Order Form, which controls in the event of any conflict with the descriptions below:

• Individual tier — a per-seat subscription with no platform fee, intended for individually contracted top-producing licensees;
• Brokerage tier — a monthly platform fee plus a per-seat fee, intended for firms with approximately ten to ninety-nine seats;
• Brokerage Plus tier — a higher monthly platform fee with a reduced per-seat fee, intended for firms with approximately one hundred to two hundred forty-nine seats; and
• Enterprise tier — a custom platform fee with a per-seat floor, intended for firms of two hundred fifty seats or greater. Enterprise terms may include negotiated provisions in addition to those set forth in these Terms; such provisions are effective only if set forth in a fully executed Order Form or master services agreement.

Customer’s subscription tier and corresponding fees are set forth in the applicable Order Form. Vestora’s then-current published list pricing applies to any subscription not subject to a signed Order Form.

Platform fee and per-seat fee

Customer’s subscription consists of (i) a recurring platform fee at the level corresponding to Customer’s tier, where applicable, and (ii) a per-seat fee multiplied by the number of contracted seats specified on the Order Form. Every individual provisioned by Customer with access to the Platform constitutes a contracted seat for billing purposes, regardless of whether the individual’s account is actively used in any given billing period. Customer may add seats during the Subscription Term subject to additional charges that will be invoiced on a pro-rated basis through the end of the then-current billing period.

Annual prepay discount

Customer may elect to prepay annually for the full bundle of platform and per-seat fees in exchange for a discount of fifteen percent (15%) on the otherwise-applicable fees, as reflected in the applicable Order Form. The annual prepay discount applies to the full annual bundle and does not apply to seats added mid-Term, which will be billed at the standard rate prorated through the end of the then-current annual period.

Founding-firm pricing

Pilot brokerages designated by Vestora as “founding firms” are eligible for fifty percent (50%) off the otherwise-applicable platform and per-seat fees for a period of six (6) months commencing on the founding-firm pilot start date specified in the Order Form, in exchange for the case-study, feedback, and reference commitments specified in the Order Form. Founding-firm pricing automatically unwinds on the day following the conclusion of such six-month period, after which the standard fees set forth in the Order Form apply for the remainder of the Subscription Term and any Renewal Term.

Payment terms

Unless otherwise specified in the Order Form, fees are invoiced in advance on a monthly basis (or annually for Customers electing the annual prepay) and are payable in U.S. dollars within thirty (30) days of the invoice date. Card payments by individually contracted users are processed through Vestora’s third-party payment processor; Vestora does not store full payment-card numbers. All fees are non-cancelable and non-refundable except as expressly provided in these Terms.

Late payments

Amounts not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the original due date until paid in full. Customer is responsible for all costs of collection, including reasonable attorneys’ fees, incurred by Vestora in collecting past-due amounts. Vestora may suspend access to the Platform if any undisputed amount remains unpaid for more than thirty (30) days following written notice to Customer.

Price changes

Vestora may modify the platform fee, per-seat fee, or other commercial terms applicable to a Subscription Term effective as of any Renewal Term, by providing at least sixty (60) days’ prior written notice to Customer. Any such modification will be effective as of the start of the next Renewal Term unless Customer terminates the subscription in accordance with these Terms prior to the effective date. Pricing applicable during a then-current Initial Term or Renewal Term will not be increased during that Term.

Initial Term and renewal

Unless otherwise specified in the Order Form, the initial Subscription Term is twelve (12) months commencing on the start date set forth in the Order Form (the “Initial Term”), and the subscription will automatically renew for successive twelve-month periods (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term. The Initial Term and any Renewal Terms together constitute the Subscription Term. Customer’s identity verification and brokerage-affiliation re-verification under the Accounts and Access article is performed in connection with each renewal.

Taxes

Fees do not include any sales, use, value-added, withholding, or similar taxes (“Taxes”), and Customer is responsible for all Taxes associated with its purchase of the Platform other than taxes based on Vestora’s net income. If Vestora is required to collect Taxes for which Customer is responsible, those Taxes will be invoiced to and paid by Customer unless Customer provides Vestora with a valid tax-exemption certificate.

Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data. These Terms do not grant Vestora any ownership interest in Customer Data.

Limited license to process Customer Data

Customer grants Vestora a limited, non-exclusive, royalty-free, worldwide license during the Subscription Term to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to (i) provide and maintain the Platform, including through the service providers described in the Privacy Policy, (ii) provide support and respond to Customer’s requests, (iii) prevent and address technical or security issues, (iv) generate aggregated and de-identified analytics in accordance with the next section, and (v) comply with Vestora’s legal obligations. Vestora processes Customer Data in accordance with the Privacy Policy, the security commitments set forth in these Terms, and applicable law.

Aggregated and de-identified data

Vestora may generate and use aggregated and de-identified data derived from Customer Data, Miami MLS Data (subject to the Miami MLS Rules and the Trestle Data Agreement), and Platform usage telemetry, in each case for the purpose of improving the Platform, generating analytical models, producing market-level insights, and reporting Platform performance. Aggregated and de-identified data does not identify Customer, any Authorized User, or any individual or property, and is not considered Customer Data or Confidential Information of Customer. Vestora’s use of aggregated and de-identified data derived from Miami MLS Data is subject to and limited by the Miami MLS Rules and the Trestle Data Agreement.

Confidential information

Each party (the “Receiving Party”) may have access to information of the other party (the “Disclosing Party”) that is confidential, proprietary, or otherwise non-public (“Confidential Information”). Customer Data is the Confidential Information of Customer; the non-public components of the Platform, the Documentation, and Vestora’s pricing and product roadmap are the Confidential Information of Vestora. The Receiving Party shall (i) use the Confidential Information of the Disclosing Party only as necessary to perform under these Terms, (ii) protect such Confidential Information using at least the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, and (iii) not disclose such Confidential Information to any third party except to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth in this Section. The obligations in this Section do not apply to information that (a) is or becomes publicly known through no fault of the Receiving Party, (b) was rightfully in the Receiving Party’s possession without confidentiality obligations before disclosure, (c) is rightfully obtained by the Receiving Party from a third party without confidentiality obligations, or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Return and deletion of Customer Data

Within thirty (30) days following the effective date of termination or expiration of the Subscription Term, Vestora will, at Customer’s written request, make Customer Data available for export through reasonable means. Following the export period, or if no export is requested, Vestora will delete Customer Data from active production systems within a commercially reasonable period, except that Vestora may retain Customer Data to the extent required to comply with legal obligations, to maintain audit and security logs, to resolve disputes, to enforce these Terms, and as otherwise permitted by applicable law. Backup retention will be aged off in accordance with Vestora’s ordinary backup-retention schedule.

Smart Comps is a statistical tool, not artificial intelligence

Vestora’s Smart Comps feature receives scoped Miami MLS Data for a specific property and surrounding inventory and returns a structured comparable-property analysis with confidence weighting. Smart Comps is produced by deterministic, statistical methods (for example, weighted comparable scoring across proximity, recency, size, and property-type factors); it is not an artificial-intelligence or large-language-model feature. It does not have free-form conversational access to the Platform’s database, does not autonomously execute actions, and does not receive cross-tenant data; processing is scoped to the requesting Authorized User’s permission boundary.

Vestora’s AI features

Vestora offers optional features that use a large language model provided by a third party, Anthropic, PBC (the “AI features”), where they are available: explanations, in plain language, of the figures shown on certain screens, with drafts for professionals; assistance in the Hub, including briefings, summaries, drafts, and a follow-up finder for professionals; What-if scenarios; and the Vestora Assistant, one assistant for the Authorized User’s own account that answers about up to four subjects at once, such as properties and the user’s own clients, appointments, reports, Portfolio, or calendar, and can prepare actions for the user to confirm. The Vestora Assistant is designed to answer only from the Authorized User’s account data and Vestora’s calculations, not from general knowledge or the web, and never from another professional’s clients, appointments, or reports. Vestora may offer the AI features on some screens, plans, and accounts and not others, may change them or switch them off at any time, and applies monthly usage limits that depend on the plan. When they are unavailable, the rest of the Platform works as before. The Privacy Policy describes what each AI feature sends to the model provider and what Vestora keeps.

The AI features do not calculate

Every figure in an AI answer comes from Vestora’s calculations, county public records, or values and text entered by users of the Platform, such as Customer’s own inputs, the inputs of a report a professional shared, or a Hub message. Before an AI answer is shown, Vestora checks each figure in it against the information Vestora sent for the subject it belongs to; an answer that fails the check is not shown. In What-if scenarios, the model only identifies the changes a question asks for, and Vestora’s engine computes every result. A scenario illustrates the effect of the Authorized User’s own changes and is not a recommendation.

Limits of the AI features

• Vestora does not send Miami MLS Data from its MLS feed, or figures derived from it, to the model provider. Text that Authorized Users type or paste into questions, instructions, messages, notes, and other fields is sent as entered, except that it may be shortened to fit length limits and some characters may be normalized or removed. Authorized Users should therefore not paste MLS listing content into the Platform’s messages, notes, or other text fields, and should not type a client’s personal information, beyond the name needed to say which client a question is about, or paste MLS listing content, into a question or an instruction to the AI features. A name typed into a question is sent to the model provider as typed.
• The AI features run only when an Authorized User asks, except the Hub follow-up finder, which runs in the background for professionals for whom it is available and can be turned off in Settings.
• The AI features never send a message, share anything, or change Customer Data on their own. Through the AI features, Vestora sends, shares, creates, or changes something only when an Authorized User confirms it, for example by tapping “Apply to my assumptions” in a What-if scenario, “Create follow-up” in the Hub, or Confirm on an action the Vestora Assistant prepared.

Customer Data sent to the model provider

To provide the AI features, Vestora’s servers send the model provider the information described in the Privacy Policy. It can include Customer Data, such as portfolio figures, assumptions, client notes, follow-up and task titles, appointment details, and, in the Hub, chat messages where the investor in the conversation has agreed as described in the Privacy Policy. Anthropic processes this information on Vestora’s behalf under its Commercial Terms of Service, including its Data Processing Addendum, under which it does not train its models on that information and deletes it within 30 days, except where it must keep it longer for safety review or as required by law. Vestora does not use Customer Data or Miami MLS Data to train any artificial-intelligence model. Vestora does not send client names from its records to the model provider. Vestora saves Vestora Assistant conversations, and deletes them, as described in the Privacy Policy.

Drafts

An Authorized User may ask the AI features to draft a message, such as a message to a client or a reply in the Hub. A draft is shown only to the Authorized User who asked for it, who may edit it, copy it, or place it in a chat. Vestora never sends a draft unless the Authorized User confirms it as an action, as described below, and a copied or sent draft carries no AI label. The Authorized User is responsible for reviewing a draft before using it, and for any message they send, as provided under “Customer responsibility for review”.

Actions the Authorized User confirms

Where available, the Vestora Assistant drafts and prepares actions: a message to a client, sharing a property or a report with a client, an appointment, a follow-up, a task for a client, or applying a What-if scenario. Each prepared action shows what will happen, including the recipient, the full text, and the date and time, and the Authorized User may edit, confirm, or cancel it. Nothing is sent, created, or changed until the Authorized User confirms it. On confirmation, Vestora carries out the action as the Authorized User, in the same way as the Platform’s own controls for that action. The Authorized User is responsible for every action they confirm, including the recipient, the content, and the timing of any message or share, and for having any consent the law or their client relationship requires before contacting a client. A sent message or a share cannot be undone.

Limitations of analytical output

Outputs generated by the Smart Comps feature, by the AI features (including their explanations, answers, summaries, drafts, suggested follow-ups, prepared actions, and scenarios), and by any other analytical feature offered through the Platform, are provided as analytical aids and are not, and shall not be construed as, an appraisal, broker price opinion, market analysis, financial advice, legal advice, tax advice, or guarantee of any kind. Analytical outputs may contain errors, omissions, or inaccuracies, and the underlying Miami MLS Data is provided on an “AS IS” basis without warranty of accuracy as further set forth in the Representations, Warranties, and Disclaimers article. Customer acknowledges that responsibility for any decision made on the basis of such outputs rests with Customer and its Authorized Users.

Customer responsibility for review

Customer and its Authorized Users are solely responsible for reviewing analytical outputs before relying on them, communicating them to clients, or incorporating them into any listing presentation, comparative market analysis, or other professional work product. Customer agrees not to represent any analytical output as the work product of an independent appraiser or as a regulated valuation, and agrees to comply with all applicable laws, the Miami MLS Rules, and the canons of the real estate profession in connection with the use of such outputs.

Vestora intellectual property

Vestora and its licensors own all right, title, and interest in and to the Vestora Materials and all intellectual property rights therein, including patents, copyrights, trademarks, trade secrets, and other proprietary rights. No license, right, or interest in the Vestora Materials is granted to Customer except for the limited rights expressly set forth in these Terms.

Feedback

Customer may, but is not required to, provide suggestions, comments, or other feedback regarding the Platform (“Feedback”). Customer hereby grants Vestora a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, modify, distribute, and incorporate Feedback into the Platform and any other product or service of Vestora, without any obligation of attribution or compensation. Vestora is not obligated to use any Feedback.

Trademarks

“Vestora,” the Vestora hexagonal network logo, and other Vestora marks are trademarks of Vestora Technologies LLC. Customer may not use Vestora’s trademarks without Vestora’s prior written consent except as may be expressly permitted by these Terms or in connection with the announcement of Customer’s use of the Platform as a reference customer pursuant to a separately negotiated marketing arrangement.

Mutual representations

Each party represents and warrants to the other that (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (ii) it has full power and authority to enter into and perform under these Terms; and (iii) its execution and performance of these Terms do not and will not violate any agreement to which it is a party or any law applicable to it.

Customer representations

Customer further represents, warrants, and covenants that (i) Customer holds, and each Authorized User provisioned by Customer holds, all licenses, registrations, and brokerage affiliations required to use the Platform in accordance with these Terms and the Miami MLS Rules; (ii) Customer’s use of the Platform will at all times comply with these Terms, the Miami MLS Rules, the Trestle Data Agreement, and applicable law, including without limitation real estate licensing laws, fair housing laws, the federal CAN-SPAM Act, the Telephone Consumer Protection Act, and Florida’s Telephone Solicitation Act; (iii) Customer Data submitted to the Platform does not infringe, misappropriate, or violate the rights of any third party; and (iv) Customer has obtained all consents and authorizations necessary for Vestora to process Customer Data as contemplated by these Terms.

Service warranty

Vestora warrants that, during the Subscription Term, the Platform will perform materially in accordance with the Documentation. Customer’s exclusive remedy, and Vestora’s sole liability, for any breach of this warranty is for Vestora to use commercially reasonable efforts to correct the non-conformity and, if Vestora is unable to do so within a reasonable period, to terminate the affected portion of the Subscription Term and refund any prepaid Subscription Fees attributable to the non-conforming period.

Disclaimer of warranties

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE SERVICE WARRANTY SECTION, THE PLATFORM AND ALL VESTORA MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND VESTORA AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VESTORA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE SECURE OR NOT LOST OR ALTERED.

No warranty on Miami MLS Data accuracy

Miami MLS Data is provided to Vestora by Trestle on an “AS IS” basis. Vestora makes no representation or warranty regarding the accuracy, completeness, currency, or reliability of Miami MLS Data. Each listing made available through the Platform bears the disclaimer “Information deemed reliable but not guaranteed” (or such other disclaimer as Miami MLS may require), and Customer agrees that this Section, together with such disclaimers, governs any use of Miami MLS Data made by Customer or its Authorized Users. Customer is solely responsible for verifying Miami MLS Data before relying on it for any transaction, listing presentation, or client communication.

Exclusion of indirect damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, COMMISSIONS, ANTICIPATED SAVINGS, OR DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Aggregate liability cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, WILL NOT EXCEED THE AGGREGATE SUBSCRIPTION FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO VESTORA UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exclusions from cap

The limitations in the Exclusion of Indirect Damages and Aggregate Liability Cap sections do not apply to:

• Customer’s payment obligations under the Fees, Billing, and Term article;
• either party’s indemnification obligations under the Indemnification article;
• Customer’s breach of the License and Permitted Use, Miami MLS Data, or Intellectual Property articles;
• either party’s breach of its confidentiality obligations under the Confidential Information section; or
• any liability that cannot be limited or excluded under applicable law.

Essential basis

Customer acknowledges that the limitations of liability in this article reflect a reasonable allocation of risk between the parties, are an essential basis of the bargain, and would apply even if any limited remedy is found to have failed of its essential purpose.

Vestora indemnity

Vestora will defend Customer against any third-party claim alleging that Customer’s use of the Platform in accordance with these Terms infringes a valid United States patent, registered copyright, or registered trademark of such third party (each, an “Infringement Claim”), and will indemnify Customer for damages and reasonable attorneys’ fees finally awarded against Customer in connection with such Infringement Claim or paid in settlement of such Infringement Claim by Vestora. Vestora’s obligations under this Section do not apply to claims arising out of or relating to (i) Customer Data, (ii) Miami MLS Data, (iii) modifications to the Platform not made by or authorized by Vestora, (iv) Customer’s combination of the Platform with products or services not provided by Vestora where the alleged infringement would not have occurred but for such combination, or (v) Customer’s use of the Platform in breach of these Terms or applicable law.

Customer indemnity

Customer will defend Vestora and its affiliates, officers, directors, employees, agents, and Sponsoring Broker (the “Vestora Indemnitees”) against any third-party claim arising out of or relating to (i) Customer Data, (ii) Customer’s or any Authorized User’s violation of these Terms, the Miami MLS Rules, the Trestle Data Agreement, or applicable law, (iii) Customer’s or any Authorized User’s real estate transactions, listing presentations, client communications, or other professional activities, including without limitation any claim of professional negligence, misrepresentation, breach of fiduciary duty, or fair-housing violation, and (iv) any reliance by Customer or any Authorized User on analytical outputs (including Smart Comps) or Miami MLS Data made available through the Platform. Customer will indemnify the Vestora Indemnitees for damages and reasonable attorneys’ fees finally awarded or paid in settlement in connection with such claims.

Indemnification procedure

The party seeking indemnification (the “Indemnified Party”) shall (i) promptly notify the indemnifying party (the “Indemnifying Party”) of the claim in writing, (ii) give the Indemnifying Party sole control of the defense and settlement of the claim, except that the Indemnifying Party may not settle any claim that imposes any obligation or admission on the Indemnified Party without the Indemnified Party’s prior written consent, and (iii) provide reasonable cooperation in the defense of the claim at the Indemnifying Party’s expense. Failure to provide prompt notice will not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such failure.

Suspension for cause

Vestora may immediately suspend Customer’s or any Authorized User’s access to all or part of the Platform, with or without prior notice, if Vestora reasonably determines that (i) Customer’s or an Authorized User’s use of the Platform poses a security risk, threatens the operation or integrity of the Platform, or violates the Miami MLS Rules or the Trestle Data Agreement; (ii) Customer is in material breach of these Terms; (iii) any Authorized User has lost active license status with DBPR or affiliation with a Miami MLS member brokerage; or (iv) Vestora is required to suspend access by applicable law, by Miami MLS, or by Trestle. Vestora will use commercially reasonable efforts to limit suspensions to the minimum scope necessary and to restore access following resolution.

Termination for convenience

Either party may terminate the subscription effective at the end of the then-current Initial Term or Renewal Term by providing written notice of non-renewal at least thirty (30) days before the end of such Term. Termination for convenience during a then-current Initial Term or Renewal Term is not permitted except as expressly provided in these Terms or the applicable Order Form.

Termination for cause

Either party may terminate these Terms (and all then-current Order Forms) immediately upon written notice if the other party (i) materially breaches these Terms and fails to cure the breach within thirty (30) days following written notice describing the breach in reasonable detail, or (ii) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition under bankruptcy or insolvency law, or ceases to do business in the ordinary course. Vestora may additionally terminate immediately upon written notice if Customer’s continued use of the Platform would cause Vestora to be in breach of the Miami MLS Rules or the Trestle Data Agreement.

Effects of termination

Upon any expiration or termination of the Subscription Term, (i) Customer’s right to access and use the Platform ceases immediately; (ii) Customer’s payment obligations through the effective date of termination remain in full force and effect, and any annual prepay covering periods after termination is non-refundable except in the case of Customer’s termination for Vestora’s uncured material breach under the Termination for Cause section; (iii) the parties will cooperate in good faith with respect to any required notifications to Trestle and Miami MLS; and (iv) Customer Data will be handled in accordance with the Return and Deletion of Customer Data section.

Survival

The following provisions survive expiration or termination of these Terms: the Introduction and Acceptance article (to the extent necessary for interpretation), the Reservation of Rights section, the Miami MLS Data and IDX Compliance article (with respect to Miami MLS Data accessed during the Subscription Term), the Payment Terms, Late Payments, and Taxes sections, the Customer Data and Confidentiality article, the Intellectual Property article, the Disclaimer of Warranties and No Warranty on Miami MLS Data Accuracy sections, the Limitation of Liability article, the Indemnification article, the Effects of Termination section, this Survival section, and the General Provisions article.

Governing law and venue

These Terms and any disputes arising out of or relating to these Terms or the Platform are governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Florida for any judicial proceeding arising out of or relating to these Terms, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property or confidential-information rights.

Dispute resolution

Before commencing any judicial proceeding (other than for injunctive or equitable relief as set forth above), the parties shall attempt in good faith to resolve any dispute through informal discussions between senior representatives of each party for a period of at least thirty (30) days following written notice of the dispute. Each party waives any right to a jury trial in any judicial proceeding arising out of or relating to these Terms to the maximum extent permitted by applicable law.

Notices

Notices to Vestora must be sent to Vestora Technologies LLC at the address designated by Vestora from time to time or to legal@vestoraiq.com. Notices to Customer may be delivered to the email address associated with Customer’s account or to the address set forth in the applicable Order Form. Notices are deemed given on the date of receipt for hand-delivered or email notices, and three (3) business days after dispatch for notices sent by recognized overnight courier.

Assignment

Customer may not assign or transfer these Terms or any Order Form, in whole or in part, without Vestora’s prior written consent, and any purported assignment without such consent is void. Vestora may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets, in each case without Customer’s consent. Subject to the foregoing, these Terms bind and benefit the parties and their respective successors and permitted assigns.

Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) arising out of causes beyond its reasonable control, including without limitation acts of God, hurricanes and other severe weather events, fires, floods, earthquakes, pandemics, acts of war or terrorism, governmental actions, internet or telecommunications failures, denial-of-service attacks, and failures of upstream service providers, including Trestle. The affected party will use commercially reasonable efforts to mitigate the effects of the force majeure event and to resume performance as soon as practicable.

Relationship of the parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.

Entire agreement

These Terms, together with the Privacy Policy, the applicable Order Form, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the Platform and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. In the event of any conflict between these Terms and an Order Form, the Order Form controls solely with respect to the conflicting provision and only with respect to the Subscription Term governed by that Order Form.

Severability and waiver

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent. No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party, and no waiver of any breach constitutes a waiver of any subsequent breach.

Changes to these Terms

Vestora may update these Terms from time to time to reflect changes in the Platform, applicable law, the Miami MLS Rules, the Trestle Data Agreement, or Vestora’s business practices. Vestora will provide reasonable advance notice of material changes through the Platform, by email to the address associated with Customer’s account, or by other appropriate means. Material changes that affect Customer’s rights or obligations under a then-current Initial Term or Renewal Term will not become effective until the start of the next Renewal Term, unless required by applicable law or by Miami MLS or Trestle. Customer’s continued use of the Platform following the effective date of any updated Terms constitutes acceptance of those updated Terms.

Contact Vestora

Questions, requests, and notices concerning these Terms may be directed to Vestora at legal@vestoraiq.com.