Terms of Service

BROKLY — TERMS OF SERVICE

Last Updated: July 6, 2026

These Terms of Service (the "Terms") are a binding agreement between Brokly Inc., a Delaware corporation (in formation) ("Brokly," "we," "us," or "our"), and the individual or entity that creates an account or uses the Service ("Customer," "you," or "your").

By creating an account, clicking "I agree," or using the Service, you accept these Terms. If you do not agree, do not use the Service. If you use the Service on behalf of a company or other legal entity (including a real estate agency, brokerage firm, or developer), you represent that you have authority to bind that entity, and "you" refers to that entity.

1. Definitions

  • "Service" means the Brokly software-as-a-service platform, including the AI-powered lead response and qualification assistant, WhatsApp integration, CRM and pipeline tools, property inventory management, scheduling features, dashboards, APIs, mobile or web applications, and related services.
  • "AI Assistant" means the artificial-intelligence conversational features of the Service that respond to, qualify, and schedule your leads on your behalf.
  • "Customer Data" means all data submitted to the Service by or on behalf of you, including your property inventory (listings, photos, prices, descriptions), your account information, your configurations, and Lead Data.
  • "Lead Data" means personal information of your prospects, leads, and clients processed through the Service (e.g., names, phone numbers, messages, preferences, budgets, appointment details).
  • "Order" means the subscription plan, pricing, and billing terms you select at checkout or in an ordering document.
  • "Users" means individuals you authorize to access the Service under your account (e.g., agents in an Enterprise account).

2. Eligibility; Accounts

2.1 Professional use. The Service is designed for real estate professionals: individual brokers and realtors, teams, agencies, brokerage firms, and real estate developers. You must be at least 18 years old and legally able to enter into contracts.

2.2 Account registration. You must provide accurate, complete registration information and keep it updated. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately at [support email] of any unauthorized use.

2.3 Enterprise accounts. Where the Customer is an agency, firm, or developer, the account, all Users under it, and all Customer Data belong to the Customer entity — not to individual agents. The Customer entity is responsible for its Users' compliance with these Terms and for managing User access, including removing departing agents.

3. The Service

3.1 What Brokly does. The Service connects your WhatsApp, calendar, and property portfolio so that the AI Assistant can respond to inbound leads, qualify them, recommend properties from your inventory, propose and schedule visits, and update your pipeline automatically.

3.2 How the AI Assistant operates. The AI Assistant responds on your behalf, in the manner of an assistant working for you. It draws pricing, availability, and property details exclusively from the information you upload and configure in the platform. The AI Assistant does not invent listings, prices, or terms outside your configured inventory; however, as with any AI system, outputs may occasionally be inaccurate, incomplete, or misinterpreted by recipients (see Sections 8 and 13).

3.3 WhatsApp integration. WhatsApp connectivity is provided through Kapso, an official WhatsApp Business Solution Provider, subject to Meta's WhatsApp Business terms and policies. You must comply with Meta's/WhatsApp's applicable terms, commerce and messaging policies, and anti-spam rules. Brokly is not responsible for actions taken by Meta or WhatsApp against your number or account (including restrictions or bans) resulting from your messaging practices or content.

3.4 Service changes. We may improve, modify, or discontinue features of the Service. We will not materially reduce the core functionality of your paid plan during a paid subscription period without notice and, where required, a remedy under Section 7.

3.5 Beta / pre-launch features. Features identified as beta, early access, founders program, or pre-launch are provided "as is," may change or be withdrawn at any time, and may be subject to additional terms.

4. Subscriptions, Trials, and Billing

4.1 Plans. The Service is offered under the plans, prices, and features published at brokly.co or in your Order (currently: Monthly, Annual, and Enterprise). Prices are stated in USD; we may charge in your local currency at the prevailing exchange rate, as indicated at checkout.

4.2 Free trial. New accounts receive a 7-day free trial with no credit card required. At the end of the trial, access to paid features is suspended unless you subscribe. Trial data is retained for a reasonable period so you can subscribe without losing your setup, after which it may be deleted.

4.3 Billing. Payments are processed by Stripe (or another payment processor we designate). By subscribing you authorize recurring charges to your payment method at the start of each billing cycle (monthly or annual, per your plan) until you cancel. You are responsible for keeping a valid payment method on file. Your use of Stripe is also subject to Stripe's terms.

4.4 Taxes. Prices exclude applicable taxes (VAT, IVA, sales tax, withholding, or similar), which you are responsible for, except taxes on Brokly's net income. If you are required by law to withhold taxes, you will gross up payments so Brokly receives the full amount invoiced.

4.5 Price changes. We may change prices with at least 30 days' prior notice. Changes take effect at your next renewal. If you do not agree, you may cancel before renewal.

4.6 Non-payment. If a charge fails, we may retry it and notify you. If payment is not received within a reasonable period, we may suspend or downgrade your account until payment is made.

5. Founder Guarantee (30 Days)

5.1 The guarantee. For eligible new paid subscriptions during the founders / pre-launch program: if, during your first 30 days as a paying subscriber, the Service does not result in more scheduled property visits than your declared pre-Brokly baseline, you may request a refund of the subscription fees actually paid for that initial period.

5.2 How it is measured. Scheduled visits are measured exclusively by appointments created and recorded within the Brokly system during the 30-day period, compared against the baseline number of monthly visits you declare at activation. Visits scheduled outside the platform are not counted.

5.3 How to claim. You must request the refund within 15 days after the end of the initial 30-day period, through [support channel]. Approved refunds are issued to the original payment method. For annual plans, the refund covers the amount paid, and the subscription terminates upon refund.

5.4 What the guarantee is not. Brokly does not and cannot guarantee closed sales, signed contracts, revenue, or any specific business outcome. Those results depend on factors under your control and market conditions. Sections 13 and 14 apply to all other performance matters.

5.5 Anti-abuse. The guarantee is limited to one claim per Customer, applies only to genuine, good-faith use of the Service (account connected, inventory uploaded, AI Assistant active), and does not apply where the shortfall results from your failure to complete setup, suspension for violation of these Terms, or manipulation of visit records.

6. Cancellation and Refunds

6.1 Cancel anytime. There are no lock-in periods. You may cancel your subscription at any time from your account settings or by contacting support.

6.2 Effect of cancellation. Cancellation stops future charges immediately. You retain access to paid features until the end of your current paid period (monthly or annual), after which the account downgrades or is closed.

6.3 No refunds for unused time. Except for the Founder Guarantee (Section 5), statutory rights that cannot be waived in your jurisdiction, or as expressly stated otherwise, fees are non-refundable and there are no refunds or credits for partial periods, unused time, or downgrades.

7. Modifications to These Terms

We may update these Terms. For material changes we will give at least 15 days' notice (e.g., by email or in-app notice) before they take effect. If you do not agree, your remedy is to cancel before the effective date; continued use after the effective date constitutes acceptance. Changes will not apply retroactively to disputes arising before the effective date.

8. AI Assistant: Allocation of Responsibilities

8.1 Your responsibilities. You are responsible for: (a) the accuracy, completeness, and lawfulness of your property inventory, prices, availability, descriptions, photos, templates, and configurations — the AI Assistant relies on this information to respond to your leads; (b) reviewing and supervising the AI Assistant's activity through the dashboards and summaries provided, and correcting inventory or configuration errors promptly; (c) all commitments made to your clients and the conduct of your real estate business, including visits, offers, negotiations, contracts, licensing, and closings; (d) compliance with all laws applicable to your business and your communications, including real estate licensing and advertising rules, telemarketing/messaging and anti-spam laws, and any legal requirement in your jurisdiction to disclose the use of automated or AI systems in commercial communications (e.g., bot-disclosure laws in certain U.S. states). Brokly does not require you to disclose the use of AI to your leads, but it does not exempt you from disclosure obligations where the law imposes them, and the Service does not prevent you from making such disclosures.

8.2 Brokly's responsibilities. Brokly is responsible for operating the platform with reasonable skill and care, ensuring the AI Assistant draws property information from your configured inventory, and providing the tools for you to supervise and configure it.

8.3 Shared-responsibility principle. Responsibility for AI Assistant communications is allocated as follows: Brokly answers for the operation of the system as described in Section 8.2; you answer for the inputs (your data and configuration) and for your business decisions and legal compliance as described in Section 8.1. Neither party is responsible for the other's sphere.

8.4 AI limitations. AI-generated outputs are probabilistic and may contain errors, omissions, or phrasing that recipients misunderstand. The AI Assistant is an operational tool — not a substitute for your professional judgment, and its outputs are not legal, financial, or real estate advice to you or your clients.

9. Customer Data: Ownership, Use, and Deletion

9.1 Your data is yours. As between you and Brokly, you own all Customer Data, including your property portfolio and your Lead Data. In Enterprise accounts, Customer Data belongs to the contracting entity, not to individual agents or Users.

9.2 Our license to operate. You grant Brokly a worldwide, non-exclusive license to host, process, transmit, display, and use Customer Data solely as necessary to (a) provide, maintain, secure, and support the Service; (b) comply with law; and (c) as described in Section 9.3.

9.3 Service improvement. We use interaction patterns and usage data derived from the Service — such as conversation structures, qualification flows, and feature usage — to improve our models, prompts, and product. We do not use sensitive personal information for model improvement, and we apply de-identification and/or aggregation techniques so that improvement data does not identify you or your leads. You may contact us at [privacy email] with questions about this processing.

9.4 Deletion. If you delete specific Customer Data, or cancel or delete your account, we will delete the corresponding Customer Data from our production databases within 15 business days after the effective cancellation/deletion, except for (a) data we must retain for legal, tax, accounting, or dispute-resolution purposes, and (b) residual copies in encrypted backups, which are deleted on the backup rotation cycle. De-identified data that no longer identifies any person is not subject to deletion.

9.5 Export. While your account is active (including the post-cancellation access period), you may export your Customer Data using the tools we provide or by requesting support.

10. Privacy and Data Protection

10.1 Roles. For your Lead Data, you are the data controller (or equivalent under your local law) and Brokly acts as a processor/service provider on your instructions, which these Terms constitute. For your own account data, Brokly is the controller as described in our Privacy Policy, which forms part of these Terms.

10.2 Your privacy obligations. You represent that you have a lawful basis (and, where required, valid consent and privacy notices) to collect and process your leads' personal data through the Service, including through automated conversations, and to instruct Brokly to process it. This includes compliance with the data protection laws of your jurisdiction (e.g., Colombia's Law 1581, Brazil's LGPD, Mexico's data protection law, applicable U.S. state privacy laws, Canada's PIPEDA).

10.3 Subprocessors and infrastructure. You authorize Brokly to use subprocessors to provide the Service, including cloud and database infrastructure (currently AWS, PlanetScale, Cloudflare), payment processing (Stripe), WhatsApp connectivity (Kapso/Meta), and AI model providers (currently OpenAI, Google, and vetted open-source model hosts). We contractually require subprocessors to protect personal data, and we do not send sensitive personal information to third-party AI model providers for training purposes. A current subprocessor list is available at [URL] or on request.

10.4 Security. We implement reasonable technical and organizational measures designed to protect Customer Data, including encryption in transit and access controls. No system is perfectly secure; you must also secure your own credentials and devices.

10.5 International transfers. Customer Data may be processed in the United States and other countries where our subprocessors operate. Where required, we rely on appropriate transfer mechanisms.

10.6 Data processing addendum. Enterprise customers, or any Customer legally required to have one, may request execution of our Data Processing Addendum, which will supplement these Terms.

11. Acceptable Use

You will not, and will not permit any User or third party to: (a) use the Service to send spam, unsolicited bulk messages, or messages that violate WhatsApp/Meta policies or applicable messaging and telemarketing laws; (b) upload false, misleading, or fraudulent property listings, prices, or information, or impersonate any person or entity; (c) use the Service for discriminatory practices prohibited by fair-housing or anti-discrimination laws applicable to your market; (d) upload or transmit unlawful, infringing, defamatory, or harmful content, or content containing malware; (e) reverse engineer, decompile, scrape, or copy the Service or its models, or use the Service to build a competing product; (f) resell, sublicense, or provide the Service to third parties except as expressly allowed by your plan; (g) circumvent usage limits, security measures, or the visit-measurement mechanics of the Founder Guarantee; (h) use the Service to process data of minors as leads, or to collect sensitive data categories not necessary for real estate transactions.

We may suspend accounts engaged in prohibited conduct (Section 15).

12. Intellectual Property

12.1 Brokly IP. Brokly and its licensors own all rights in the Service, including software, models, prompts, templates, interfaces, trademarks, and documentation. These Terms grant you only a limited, non-exclusive, non-transferable right to use the Service during your subscription, for your internal business purposes, in accordance with these Terms. No rights are granted by implication.

12.2 Outputs. As between the parties, and subject to Section 12.1 and third parties' rights, you may use the AI Assistant's outputs generated for your account (messages, summaries, lead profiles) in the conduct of your business.

12.3 Feedback. If you provide suggestions or feedback, we may use them without restriction or obligation to you.

13. Warranties and Disclaimers

13.1 Mutual warranties. Each party warrants that it has the legal power to enter into these Terms.

13.2 Brokly warranty. We warrant that we will provide the Service with reasonable skill and care substantially as described in these Terms and on our website.

13.3 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BROKLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE. BROKLY DOES NOT WARRANT ANY BUSINESS RESULTS, INCLUDING CLOSED SALES OR REVENUE (SEE SECTION 5.4). SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS; IN THAT CASE THEY APPLY TO THE MAXIMUM EXTENT PERMITTED.

14. Limitation of Liability

14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DEALS OR COMMISSIONS, LOSS OF GOODWILL, OR LOSS OF DATA (BEYOND OUR DELETION/BACKUP OBLIGATIONS), EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO BROKLY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

14.3 Exceptions. The limitations in this Section do not apply to (a) your payment obligations; (b) either party's indemnification obligations under Section 16; (c) your breach of Section 11 or infringement of Brokly's IP; (d) fraud, gross negligence, or willful misconduct; or (e) liability that cannot be limited under applicable law, including mandatory consumer protections (Section 18.3).

15. Suspension and Termination

15.1 Suspension. We may suspend or restrict your account, with notice where practicable, if (a) you materially breach these Terms (including Acceptable Use); (b) your use creates security, legal, or platform-integrity risk (including risk to our WhatsApp partnership status); or (c) amounts due remain unpaid. We will lift suspensions promptly once the cause is resolved.

15.2 Termination for cause. Either party may terminate these Terms if the other materially breaches and fails to cure within 15 days of written notice. If Brokly terminates for your uncured breach, no refund is due; if you terminate for Brokly's uncured breach, we will refund the prepaid fees covering the remainder of your paid period.

15.3 Effect of termination. Upon termination or account deletion, your access ends (subject to Section 6.2 where applicable), and data deletion proceeds under Section 9.4. Sections that by their nature should survive (including 9, 12, 13, 14, 16, 17, 18) survive.

16. Indemnification

16.1 By you. You will defend and indemnify Brokly and its officers, directors, and employees against third-party claims, damages, and reasonable costs (including attorneys' fees) arising from (a) your Customer Data or property listings; (b) your violation of law, including privacy, messaging/anti-spam, bot-disclosure, fair housing, or real estate licensing laws; (c) your dealings with your leads and clients; or (d) your breach of these Terms.

16.2 By Brokly. Brokly will defend and indemnify you against third-party claims alleging that the Service, as provided by Brokly and used per these Terms, infringes a third party's intellectual property rights, and will pay resulting damages finally awarded or agreed in settlement. If such a claim arises, Brokly may modify or replace the Service or, if not commercially reasonable, terminate the affected subscription and refund prepaid unused fees. This Section states each party's exclusive remedy for the covered claims.

16.3 Procedure. The indemnified party must give prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party (no settlement admitting fault of the indemnified party without its consent).

17. Governing Law; Dispute Resolution

17.1 Governing law. These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods.

17.2 Informal resolution first. Before filing a claim, the parties will attempt in good faith to resolve any dispute by contacting each other (Brokly at [legal email]) and negotiating for at least 30 days.

17.3 Arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or Consumer Rules where applicable), by one arbitrator, in English, with its seat in Wilmington, Delaware. Hearings may be conducted remotely. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court, and either party may seek injunctive relief in court for IP infringement or misuse of confidential information.

17.4 Class action waiver. TO THE EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS; CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS ARE WAIVED.

17.5 Opt-out. You may opt out of Sections 17.3–17.4 by emailing [legal email] within 30 days of first accepting these Terms, stating your account and your decision to opt out; in that case, disputes will be resolved in the state or federal courts of Delaware, and both parties consent to that venue — subject in all cases to Section 18.3.

18. International Use and Mandatory Local Rights

18.1 Worldwide availability. The Service is offered to real estate professionals across the Americas and elsewhere. You are responsible for compliance with your local laws in using the Service.

18.2 Language. These Terms are drafted in English. We may provide courtesy translations; the English version controls to the extent permitted by applicable law. Where local law requires the local-language version to prevail (e.g., for consumers in certain jurisdictions), it will prevail for those users.

18.3 Mandatory consumer rights. Nothing in these Terms limits or excludes rights that applicable law grants you as a consumer and that cannot be waived by contract — including, where applicable, statutory withdrawal/cooling-off rights, warranty rights, and local jurisdiction or governing-law protections under consumer-protection statutes of your country of residence (e.g., Colombia, Brazil, Mexico, U.S. states, Canadian provinces). If a provision of these Terms conflicts with such mandatory rights, the mandatory rights prevail and the remainder of these Terms stays in effect.

19. General

19.1 Notices. We may give notices via the Service, your account email, or WhatsApp. Legal notices to Brokly must be sent to [legal email / registered address].

19.2 Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets, with notice. We may assign these Terms to an affiliate or successor.

19.3 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control (including outages of Meta/WhatsApp, cloud providers, or AI model providers), provided it uses reasonable efforts to mitigate.

19.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, agency, employment, or fiduciary relationship. The AI Assistant is a software tool operating under your account; it is not an employee or agent of you or of Brokly.

19.5 Entire agreement; order of precedence. These Terms, the Privacy Policy, any DPA, and any Order are the entire agreement and supersede prior agreements on the subject. In case of conflict: (1) a negotiated Enterprise agreement or Order, (2) the DPA (for data protection matters), (3) these Terms, (4) policies referenced herein.

19.6 Severability; waiver. If any provision is unenforceable, it will be limited or severed to the minimum extent necessary, and the rest remains in effect. Failure to enforce a provision is not a waiver.

19.7 Export and sanctions. You may not use the Service in violation of U.S. export controls or sanctions, and you represent you are not on any restricted-party list.

19.8 Contact. Brokly Inc. — [registered address] — [support email] — [legal email].