Terms of Service and End User License Agreement (EULA)

1. Services and accounts

Avoro provides operating intelligence and related software for real estate businesses, including integrations, record matching, analytics, and AI-assisted features. Customer is responsible for its account, its users, and their activity. Customer will keep account details accurate and protect credentials. Customer may permit employees, agents, and other authorized users to access its workspace (“Authorized Users”). Customer controls access and remains responsible for its Authorized Users.

If an Authorized User leaves Customer’s organization, Customer controls the workspace and its data, including whether to retain, remove, or reassign that user’s access. The individual user does not control Customer workspace data.

2. Customer Data

“Customer Data” means data or content submitted to, connected to, or generated through the Services by or for Customer, including information about Customer’s clients, leads, agents, transactions, and business. As between the parties, Customer retains its rights in Customer Data. Customer grants Avoro the limited right to host, copy, transmit, modify, and process Customer Data as needed to provide, secure, support, and improve the Services and as otherwise instructed by Customer or permitted by these Terms and applicable law.

Customer represents that it has the rights, notices, permissions, and legal basis needed to provide Customer Data and authorize the processing described in these Terms. Customer is responsible for its notices to individuals and for its use of the Services and outputs.

3. QuickBooks connection

If Customer connects QuickBooks, Customer authorizes Avoro to access the record types shown in the connection flow, which at launch include customers, vendors, invoices, bills, payments, accounts, and transactions. Access is read-only at launch. Avoro may store a copy of synced data to join records and provide insights and features Customer enables. Customer may disconnect at any time. Avoro then stops syncing and processing new data from the connection immediately. Previously synced data remains in Customer’s Avoro workspace unless Customer requests deletion or these Terms require otherwise. Avoro does not use QuickBooks data to train generative foundation models. Connected data may be used for pre-release product testing as described in the connection flow.

4. AI features and output

The Services may use artificial intelligence to produce summaries, recommendations, contact scores, drafts, and other output (“Output”). Avoro owns Output generated by its AI for Customer. Avoro grants Customer a nonexclusive, worldwide license to use, edit, and share that Output for Customer’s business purposes. Customer remains responsible for reviewing Output before relying on or sharing it. Output may be inaccurate, incomplete, or similar to output generated for others. The Services do not provide legal, tax, accounting, lending, brokerage, or other professional advice. Avoro does not use personal information to train generative foundation models.

5. Acceptable use

Customer and its Authorized Users will not misuse the Services, interfere with their security or operation, reverse engineer them except where law permits, use them to violate law or third-party rights, upload malicious code, or use the Services to discriminate or unlawfully exclude people. Customer will comply with applicable real estate, fair housing, privacy, communications, licensing, and recordkeeping laws. Customer is responsible for human review where appropriate and for decisions made using the Services.

Customer will not use the Services as a substitute for required brokerage supervision, transaction records, accounting, tax, legal, or compliance systems unless the applicable feature expressly provides that function.

6. Fees and payment

Customer will pay the fees shown in its order or account, including any applicable subscription and per-closing fees. Fees are charged to the B2B Customer only; Avoro does not charge consumers a fee. Fees are due within 30 days of invoice. Fees are non-refundable except as required by law or expressly stated in a signed order. Fees exclude applicable taxes, which Customer is responsible for, except taxes on Avoro’s net income.

Payments are handled by Avoro’s third-party payment processor. Avoro does not receive or hold funds on Customer’s behalf. Customer authorizes the processor to process payment according to its terms.

Subscriptions renew monthly or annually as selected in the order. Customer may cancel a monthly subscription at least one day before renewal and an annual subscription at least 30 days before renewal. We will send an annual renewal reminder. We will provide at least 30 days’ notice of a price increase, which applies on the next renewal after notice. If payment remains overdue more than 15 days, Avoro may suspend paid Services after notice.

7. Confidentiality

Each party may receive the other party’s nonpublic business, technical, or financial information (“Confidential Information”). The receiving party will use it only to perform under these Terms, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are bound to protect it. Confidential Information does not include information that becomes public without breach, was already known without restriction, is independently developed, or is rightfully received from another source. A party may disclose information when legally required, and will give notice where permitted. Customer Data is Customer’s Confidential Information.

8. Suspension and termination

Avoro may suspend access to protect the Services, respond to a security risk, comply with law or a provider’s request, address a material breach, or when fees are overdue as described above. We will limit suspension to what is reasonably necessary and restore access when the issue is resolved.

Either party may terminate for a material breach if the other party does not cure it within 30 days after written notice. Customer may cancel a subscription as described in Section 6. On termination, access ends and Customer must pay accrued fees. Customer may request an export of active Customer Data by contacting support. Customer has a 30-day export window after account termination; Avoro deletes Customer Data within 30 days after that window, except for legally required retention and backups, which are cleared within 35 days after deletion from active systems.

9. Warranties and disclaimers

Each party represents that it has authority to enter these Terms. For paid Services, Avoro warrants that the Services will materially conform to their applicable documentation. Customer’s exclusive remedy for breach of this warranty is for Avoro to use reasonable efforts to correct the issue and, if it cannot do so within a reasonable time, Customer may terminate the affected Services and receive a refund of prepaid fees for the remaining subscription term.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, OUTPUT, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AVORO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AVORO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT ANY RECOMMENDATION, SIGNAL, OR BENCHMARK WILL PRODUCE A PARTICULAR RESULT.

10. Indemnification

Customer will defend Avoro and its affiliates, officers, directors, employees, and agents from third-party claims, regulatory investigations, and proceedings arising from Customer Data or its collection; Customer’s communications; Customer’s use of the Services in violation of law, including privacy, real estate, fair housing, or communications law; or Customer’s breach of these Terms. Customer will pay resulting damages, fines, penalties, and reasonable attorneys’ fees.

Avoro will defend Customer against a third-party claim alleging that the Services, as provided by Avoro, infringe that party’s U.S. intellectual property rights and will pay damages finally awarded or agreed in settlement. Avoro has no obligation for claims arising from Customer Data, Output, third-party services, combinations not provided by Avoro, modifications not made by Avoro, or use contrary to these Terms. If a claim occurs, Avoro may procure continued use, modify the Services, or terminate the affected Services and refund prepaid fees for the remaining term. This section states Avoro’s entire liability for infringement claims.

A party seeking indemnity must promptly notify the other, give it control of the defense and settlement, and provide reasonable cooperation. No settlement may impose nonmonetary obligations on the indemnified party without its consent.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, COMMISSIONS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO AVORO IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. “EXCLUDED CLAIMS” MEANS CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S BREACH OF SECTION 5, AND A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT. THESE LIMITS APPLY TO ALL CLAIMS AND THEORIES OF LIABILITY.

12. Publicity

Avoro may identify Customer by name and logo in customer lists and marketing materials unless Customer opts out by emailing legal@avoroglobal.com. Avoro will obtain Customer’s separate consent before publishing a testimonial or case study.

13. Disputes, arbitration, and governing law

Before filing a claim, each party will send written notice describing the dispute and attempt in good faith to resolve it for 30 days. Any dispute arising out of these Terms or the Services will then be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before one arbitrator. The Federal Arbitration Act governs. The arbitration seat is Seminole County, Florida, and hearings may occur by video.

Each party may bring claims only in its individual capacity, not as a class, collective, consolidated, or representative action. The arbitrator may not consolidate claims of multiple parties. Either party may bring an individual small-claims action or seek court relief to protect intellectual property, confidential information, or Service security, or to collect unpaid fees. To the extent a dispute proceeds in court, each party waives a jury trial.

Any claim must be brought within one year after it arose, except claims for unpaid fees or where a longer period is required by law. Florida law governs these Terms, without regard to conflict-of-laws rules. Subject to the arbitration section, state and federal courts located in Seminole County, Florida have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14. Changes and general terms

We may update these Terms by posting a revised version. For material changes, we will give at least 30 days’ notice. You may cancel before a material change takes effect. Continued use after the effective date means acceptance. A signed order controls if it expressly conflicts with these Terms for that Customer. These Terms and applicable orders are the entire agreement on their subject and replace prior agreements. If a provision is unenforceable, it will be modified only as needed and the rest remains effective. Neither party is liable for delay caused by events beyond reasonable control, except payment obligations. Customer may not assign these Terms without Avoro’s written consent, except to a successor in a merger or sale of substantially all assets with notice. Avoro may assign to an affiliate or successor. The parties are independent contractors; these Terms do not create third-party beneficiaries. Notices may be sent electronically. Notices to Avoro: legal@avoroglobal.com.

15. Contact