Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you” or “User”) and Zovela (“Zovela,” “we,” “our,” or “us”) governing your access to and use of the Zovela website, platform, software, and any related services (collectively, the “Services”).

BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to “you” shall include that organization.

2. Description of Services

Zovela provides software tools and technology designed to help real estate professionals identify, prioritize, and act on opportunity signals (the “Services”). The Services analyze data from various sources to surface insights and intelligence that may assist users in their business activities.

Important: You acknowledge and agree that the Services:

• Are informational and assistive tools only, not a substitute for professional judgment
• Do not provide legal, financial, tax, real estate, or other professional advice
• Do not guarantee any particular outcomes, revenue, transactions, or business results
• May include beta features, preview functionality, or experimental capabilities that are provided “as is” without warranty
• Rely in part on third-party data sources that may be incomplete, inaccurate, or outdated

3. Account Registration and Security

To access certain features of the Services, you must create an account. When you create an account, you agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate and complete
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account or any other breach of security

We reserve the right to suspend or terminate your account if any information provided during registration or thereafter proves to be inaccurate, not current, or incomplete, or if we have reason to believe your account has been compromised.

4. Artificial Intelligence and Automated Outputs

The Services utilize artificial intelligence, machine learning, and automated systems to analyze data and generate insights. You acknowledge and agree to the following:

• Outputs Are Informational Only: All outputs, including opportunity signals, recommendations, insights, analytics, and assessments generated by the Services (“Outputs”), are provided for informational purposes only and should not be relied upon as the sole basis for any decision.
• No Guarantee of Accuracy: Outputs may be incomplete, inaccurate, outdated, or contain errors. We make no representations or warranties regarding the accuracy, completeness, reliability, or timeliness of any Outputs.
• Independent Verification Required: You are solely responsible for independently verifying any Outputs before taking action based on such information.
• Not Professional Advice: Outputs do not constitute legal, financial, tax, real estate, or other professional advice. You should consult with appropriate professionals before making business decisions.
• User Responsibility: You assume all risk associated with your use of or reliance on any Outputs. Zovela shall not be liable for any decisions made or actions taken based on Outputs.

5. Communications Compliance and User Responsibilities

When using information obtained through the Services to contact individuals, you are solely responsible for compliance with all applicable laws and regulations, including but not limited to:

• Telephone Consumer Protection Act (TCPA) and Related Regulations: You must obtain all required consents before making calls or sending text messages to any individual. You must maintain and honor Do Not Call requests. You must comply with all calling time restrictions and identification requirements.
• CAN-SPAM Act: You must comply with all requirements for commercial email communications, including accurate header information, clear identification of commercial messages, functioning opt-out mechanisms, and honoring opt-out requests within ten (10) business days.
• State and Local Laws: You must comply with all applicable state and local laws governing telemarketing, solicitation, and consumer communications.
• Fair Housing Laws: You must not use the Services in any manner that violates fair housing laws or discriminates against any individual based on protected characteristics.

Zovela provides data and insights; Zovela does not provide consent. The fact that contact information appears in the Services does not mean that you have consent to contact that individual. You are responsible for obtaining and documenting all required consents before initiating any communication.

6. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. In addition, you agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks connected to the Services
• Use any robot, spider, scraper, or other automated means to access the Services without our express written permission
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein
• Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• Resell, sublicense, or otherwise make the Services available to any third party
• Circumvent, disable, or otherwise interfere with any security-related features of the Services
• Use the Services to send spam, unsolicited communications, or harassing messages
• Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks

7. Fees and Payment

Certain features of the Services may require payment of fees. If you elect to use paid features, you agree to the following:

• Fees: All fees will be disclosed to you before you are charged. Fees are quoted in U.S. dollars unless otherwise specified.
• Billing: You authorize us to charge your designated payment method for all fees incurred through your account. Payments are processed by third-party payment processors.
• Recurring Charges: For subscription services, you authorize recurring charges at the then-current rate until you cancel your subscription.
• Taxes: Fees do not include taxes. You are responsible for all applicable taxes, and we will charge tax where required by law.
• Refunds: All fees are non-refundable except as expressly set forth in these Terms or as required by applicable law.
• Price Changes: We reserve the right to change our fees upon reasonable notice. Your continued use of paid features after a price change constitutes acceptance of the new fees.

8. Intellectual Property Rights

8.1 Zovela's Intellectual Property

The Services, including all software, content, features, functionality, designs, text, graphics, logos, icons, images, and the selection and arrangement thereof, are owned by Zovela or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription.

8.2 Your Content and Data

You retain all rights in any content, data, or other materials you submit, upload, or otherwise make available through the Services (“Your Content”). By submitting Your Content, you grant us a limited license to use, store, and process Your Content solely as necessary to provide the Services to you.

We do not use Your Content to train our artificial intelligence or machine learning models. Your data remains your own and is used only to provide the Services to you.

8.3 Output Ownership

Subject to any rights in underlying third-party data, you own the Outputs generated through your use of the Services. However, you acknowledge that similar or identical Outputs may be generated for other users, and our provision of Outputs to you does not grant you any exclusive rights therein.

8.4 Feedback

If you provide us with any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Services (“Feedback”), you hereby assign to us all right, title, and interest in and to such Feedback, and we may use and incorporate such Feedback without any obligation to you.

9. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, ZOVELA DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; OR (E) THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ZOVELA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY DATA, PRODUCT, OR SERVICE ADVERTISED OR OFFERED THROUGH THE SERVICES, AND ZOVELA WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZOVELA, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the Services
• Any conduct or content of any third party on the Services
• Any content obtained from the Services
• Unauthorized access, use, or alteration of your transmissions or content
• Any decisions made or actions taken based on information provided through the Services
• Any third-party claims arising from your use of the Services

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF ZOVELA AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO ZOVELA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF ZOVELA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to defend, indemnify, and hold harmless Zovela, its affiliates, and their respective directors, officers, employees, agents, suppliers, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

• Your access to or use of the Services
• Your violation of these Terms
• Your violation of any applicable law or regulation, including but not limited to the TCPA, CAN-SPAM Act, fair housing laws, or state telemarketing laws
• Your communications with any third party using information obtained through the Services
• Your Content or any content you submit, post, or transmit through the Services
• Your infringement of any third-party intellectual property or other rights
• Any claim by a third party related to your use of information obtained through the Services

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

12. Term and Termination

These Terms shall remain in effect until terminated by you or Zovela. You may terminate your account at any time by contacting us at contact@ervl.com.

We may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice, including if we reasonably believe that:

• You have violated these Terms or any applicable law
• Your use of the Services poses a security risk to us or any third party
• Termination is required to comply with legal requirements or court orders
• Continued provision of the Services is no longer commercially viable

Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

13. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

Any legal action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the federal or state courts located in Delaware, and you consent to the personal jurisdiction and venue of such courts.

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AND ZOVELA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and Acceptable Use Policy, constitute the entire agreement between you and Zovela regarding your use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral.

14.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced to the fullest extent under law.

14.3 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Zovela.

14.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.

14.5 Notices

We may provide notices to you via email to the address associated with your account or by posting on the Services. You may provide notices to us by contacting contact@ervl.com.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make changes, we will update the “Last updated” date at the top of these Terms. If we make material changes, we may notify you by email or by posting a prominent notice on the Services prior to the changes becoming effective.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.