Keystone

Legal

Terms of Service

KEYSTONE LISTINGS

TERMS OF SERVICE

Effective Date: June 10, 2026 | Last Updated: June 10, 2026

1. Introduction and Acceptance

These Terms of Service (the "Terms") form a binding contract between you ("you" or "your") and Keystone Listings, a service operated by Trusty Goat, Inc., a Delaware corporation with offices at 8 The Green Ste B, Dover, DE 19901 ("Keystone Listings," "Keystone," "we," "us," or "our"), and govern your access to and use of the Keystone Listings websites, web applications, property-page generation tools, hosted property pages, and related online services (collectively, the "Services").

By creating an account, clicking "I agree," generating a Property Page, submitting an inquiry through a Property Page, or otherwise accessing or using the Services, you agree to these Terms, our Privacy Policy, and any order form, checkout page, or subscription configuration that references these Terms (each, an "Order").

If you accept these Terms on behalf of a brokerage, team, or other legal entity, you represent that you have authority to bind that entity, in which case "you" refers to that entity and its authorized end users.

These Terms apply to two groups of users: (i) real estate professionals and others who create accounts and generate Property Pages ("Agents"), and (ii) members of the public who view Property Pages, browse the Services, or submit inquiries ("Visitors"). Sections addressed specifically to Agents are identified as such; all other sections apply to everyone.

IMPORTANT: SECTION 16 (DISPUTE RESOLUTION) CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. SECTION 5 (NOT A BROKERAGE) EXPLAINS THAT KEYSTONE IS A SOFTWARE AND MARKETING TOOL, NOT A REAL ESTATE BROKER. SECTION 7 (AGENT PROFESSIONAL RESPONSIBILITIES) PLACES PRIMARY RESPONSIBILITY FOR THE ACCURACY AND LEGAL COMPLIANCE OF PUBLISHED PROPERTY PAGES ON THE AGENT. PLEASE READ ALL THREE CAREFULLY.

2. Definitions

  • "Affiliate" means an entity that controls, is controlled by, or is under common control with a party.
  • "Agent" means an individual or entity that registers for a Keystone account and uses the Services to create, publish, or manage Property Pages, whether or not that individual or entity holds a real estate license.
  • "Authorized User" means an individual employee, contractor, assistant, or other person authorized by an Agent to use the Services under the Agent's account.
  • "Customer Content" means the property addresses, listing links, photographs, videos, floor plans, property descriptions, pricing information, contact details, branding, and other materials that an Agent submits to or uploads through the Services.
  • "Generated Content" means content produced by or through the Services using artificial intelligence or automated data assembly, including property narratives, headlines, neighborhood descriptions, "local pulse" summaries, curated points of interest, nearby-places listings, distance estimates, and similar outputs.
  • "Lead" means information submitted by a Visitor through a contact form, inquiry feature, or similar mechanism on a Property Page, intended for routing to the Agent associated with that page.
  • "Order" means an order form, online checkout page, or self-serve purchase or subscription configuration through which an Agent purchases the Services.
  • "Property Page" means a dedicated, publicly accessible web page for a specific property, generated and hosted through the Services at a keystonelistings.com URL or a custom domain.
  • "Visitor" means any individual who views a Property Page or otherwise accesses the public-facing portions of the Services without an Agent account.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Services. The Services are not directed to children under 13, and we do not knowingly collect personal information from children under 13.

3.2 Account Registration and Credentials

To create Property Pages, you must register for an account. You agree to (i) provide accurate, current, and complete information, including your name and, where applicable, your real estate license number, brokerage affiliation, and the jurisdictions in which you are licensed; (ii) keep your credentials confidential; (iii) not share your account with others outside your team; and (iv) promptly notify Keystone of any unauthorized access. You are responsible for all activity occurring under your account, except to the extent caused by Keystone's breach of its security obligations.

3.3 Teams and Authorized Users

Agents may invite Authorized Users to a shared account or workspace. The Agent is responsible for (i) the acts and omissions of its Authorized Users; (ii) ensuring Authorized Users comply with these Terms; (iii) managing roles, permissions, and access; and (iv) timely removing access when an Authorized User's relationship with the Agent ends.

3.4 Communications Consent

By creating an account, providing your contact information, or submitting an inquiry through a Property Page, you consent to receive communications from Keystone by e-mail, SMS or other text message, in-product messages, and push notifications, including communications relating to your account, security, service updates, transactions, and support, and (where permitted) marketing and product announcements. Message and data rates may apply to text messages. If you provide a phone number or e-mail address belonging to another person, you represent that you have authority to do so and have obtained any required consent under applicable law, including the Telephone Consumer Protection Act.

Visitors who submit an inquiry through a Property Page understand and agree that their inquiry, including their contact information, will be delivered to the Agent associated with that Property Page, and that the Agent — not Keystone — will respond to and may follow up on the inquiry.

4. The Services

The Services enable Agents to generate a dedicated, shareable Property Page for a real estate listing by entering a property address or pasting a link to an existing listing. The Services use artificial intelligence and third-party data sources to assemble the page, including property details, descriptive copy, neighborhood context, curated local highlights, and nearby points of interest. Property Pages are hosted by Keystone at keystonelistings.com URLs and are publicly accessible on the internet. Property Pages may include a contact mechanism that routes Visitor inquiries to the Agent.

Specific features and feature availability may vary by plan and may change from time to time.

The Services may draw upon, link to, or interoperate with third-party platforms and data sources, such as listing portals, multiple listing services, mapping and geolocation providers, points-of-interest databases, school-information services, and e-mail or CRM tools (collectively, "Third-Party Services"). Your use of Third-Party Services is governed by your agreements with those providers. You are responsible for ensuring that your use of the Services in connection with any Third-Party Service — including pasting a listing link or importing listing content — complies with that Third-Party Service's terms. We are not responsible for any Third-Party Service or for any change in or discontinuation of access to a Third-Party Service, and we make no representation that data obtained from Third-Party Services is accurate, complete, or current.

5. Not a Brokerage; No Real Estate, Legal, or Financial Advice

THIS SECTION 5 IS FUNDAMENTAL TO YOUR USE OF THE SERVICES.

5.1 Keystone Is a Software and Marketing Tool

Keystone Listings is a software platform that helps real estate professionals create marketing pages for their listings. Keystone is not a real estate broker, real estate agent, salesperson, appraiser, inspector, lender, mortgage broker, title company, or insurance provider, and is not licensed as any of the foregoing in any jurisdiction. Keystone does not list, sell, buy, rent, manage, or appraise real property; does not represent buyers or sellers; does not negotiate or participate in real estate transactions; and does not receive commissions or referral fees on real estate transactions.

5.2 No Agency or Advisory Relationship

No agency, brokerage, fiduciary, or advisory relationship is created between Keystone and any Agent or Visitor by use of the Services. Nothing on the Services constitutes real estate, legal, financial, tax, or investment advice. Visitors interested in a property should work with a licensed real estate professional and conduct their own due diligence, including independent verification of property details, inspections, appraisals, and title review.

5.3 Not an MLS; Property Information Is Marketing Material

Keystone is not a multiple listing service ("MLS") and the Services do not constitute an IDX or VOW display. Property Pages are advertising and marketing materials created at the direction of the Agent. Property details displayed on a Property Page — including price, beds, baths, square footage, lot size, taxes, fees, availability, and status — are supplied by the Agent or derived from third-party sources, are not independently verified by Keystone, may be inaccurate or out of date, and do not constitute an offer to sell or a representation by Keystone. A Property Page may remain accessible after the underlying property has been sold, withdrawn, or otherwise become unavailable.

5.4 Neighborhood and Points-of-Interest Information

Generated Content describing neighborhoods, local businesses, trails, schools, commute times, distances, and similar context is produced by AI from third-party data and is provided for general informational purposes only. Such content may be inaccurate, incomplete, or outdated; businesses close, distances are estimates, and conditions change. Neither Agents nor Visitors should rely on Generated Content as a substitute for independent verification. School-related information, where present, does not guarantee enrollment eligibility, school assignment, or school quality; verify with the applicable school district.

5.5 No Valuations or Appraisals

Any pricing information displayed through the Services reflects the Agent's asking price or third-party data and is not an appraisal, broker price opinion, or statement of market value by Keystone.

5.6 Equal Housing

Keystone supports and is committed to compliance with the federal Fair Housing Act and applicable state and local fair-housing laws. The Services may not be used to discriminate against, or to discourage or steer any person on the basis of, race, color, religion, sex (including sexual orientation and gender identity), disability, familial status, national origin, or any other characteristic protected by applicable law.

6. License Grant and Restrictions

6.1 License to the Services

Subject to your compliance with these Terms and timely payment of fees, Keystone grants Agents and their Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services to create, publish, and manage Property Pages for properties they are authorized to market. Visitors are granted a limited, revocable license to view and interact with the public-facing portions of the Services for personal, non-commercial purposes.

6.2 Restrictions

You will not, and will not permit any Authorized User or third party to:

  • reverse engineer, decompile, or disassemble any part of the Services, except to the extent applicable law expressly prohibits this restriction;
  • copy, modify, or create derivative works of the Services or our documentation;
  • rent, lease, sell, sublicense, distribute, or commercially exploit the Services, including by reselling Property Page generation or building a competing service;
  • use the Services to train, fine-tune, or evaluate any machine-learning model that is competitive with the Services;
  • scrape, harvest, crawl, or otherwise extract data from the Services, including Property Pages, other than as expressly permitted (standard search-engine indexing of public Property Pages is permitted);
  • circumvent rate limits, access controls, usage metering, or other technical measures, including by creating multiple accounts to obtain additional free Property Pages;
  • create Property Pages in bulk by automated means without our prior written consent;
  • use the Services for any illegal purpose or in violation of any local, state, national, or international law, including real estate licensing and advertising laws, fair-housing laws, and consumer-protection laws;
  • create a Property Page for a property you are not authorized to market, or impersonate another agent, brokerage, or person;
  • upload or transmit malware or other malicious code, or attempt to gain unauthorized access to any system or data; or
  • use the Services to infringe, misappropriate, or violate any third-party right, including any intellectual property, privacy, or publicity right.

We may, at our reasonable discretion, investigate suspected violations, cooperate with law enforcement, and disable specific content, Property Pages, or accounts that we reasonably believe violate these Terms or applicable law.

7. Agent Professional Responsibilities

THIS SECTION 7 IS FUNDAMENTAL TO AN AGENT'S AUTHORIZED USE OF THE SERVICES.

7.1 Licensing and Advertising Compliance

You are solely responsible for ensuring that your use of the Services, and every Property Page published under your account, complies with all laws, regulations, and rules applicable to you, including (i) state real estate licensing laws and regulations, including rules governing advertising by licensees (such as requirements to display your name as licensed, your brokerage name, license numbers, team names, or required disclosures); (ii) the rules of any MLS or association of REALTORS® of which you are a member, including any applicable code of ethics and any MLS rules governing the advertisement or republication of listing content; (iii) your brokerage's policies, including any requirement to obtain broker approval of advertising; and (iv) federal and state consumer-protection and truth-in-advertising laws.

7.2 Authority to Market the Property

You represent and warrant that, for each Property Page you create, you have current, valid authority to advertise and market the property — for example, through a listing agreement with the seller, the seller's written permission, or the written consent of the listing agent or brokerage. You will not create a Property Page for another professional's listing without that professional's consent, and you will not advertise a property in a manner that misrepresents your role in the transaction.

7.3 Duty to Review and Approve Generated Content

The Services use AI to draft property narratives, neighborhood descriptions, and local highlights. AI-generated outputs are probabilistic and may be inaccurate, incomplete, or outdated. You are responsible for reviewing all content on a Property Page — including all Generated Content — before publishing or sharing the page, and for correcting or removing anything that is inaccurate, misleading, or non-compliant. By publishing or sharing a Property Page, you adopt its contents as your own advertising, regardless of whether particular content was drafted by you or generated by the Services.

7.4 Fair Housing

You will ensure that every Property Page complies with the federal Fair Housing Act, Section 1981 and 1982 of the Civil Rights Act, and applicable state and local fair-housing laws. Without limiting the foregoing, you will not publish, and will promptly remove, any content that expresses a preference, limitation, or discrimination based on a protected characteristic; that describes the demographics, religion, or ethnic composition of a neighborhood or its residents in a manner that could facilitate steering; or that otherwise could discourage any person from pursuing a property on a prohibited basis. The Services are designed to describe properties and amenities, not people; if any Generated Content nonetheless raises a fair-housing concern, you must edit or remove it before publication and may report it to us at legal@keystonelistings.com.

7.5 Photographs and Media Rights

Real estate photographs, videos, drone footage, floor plans, and virtual tours are frequently owned by the photographer or media company that created them, not the agent or seller. You represent and warrant that you own or hold a valid license to every photograph and media file you upload or import, covering its display on a publicly accessible Property Page, and that your use does not violate any MLS rule or photographer agreement. You are responsible for any required attribution.

7.6 Accuracy of Property Information

You are responsible for the accuracy of all property details displayed on your Property Pages, including price, status, beds, baths, square footage, lot size, taxes, HOA information, and disclosures, and for updating or correcting them promptly when they change.

7.7 Takedown and Status Changes

You will promptly unpublish or update a Property Page when (i) the property is sold, withdrawn, or no longer available; (ii) your listing agreement or marketing authority expires or terminates; (iii) the seller or property owner asks that the page or specific content be removed; or (iv) you learn that content on the page is inaccurate or unlawful. We may also unpublish any Property Page as described in Section 8.5.

7.8 Leads and Follow-Up Compliance

You are solely responsible for your handling of Leads, including compliance with the Telephone Consumer Protection Act, the CAN-SPAM Act, state telemarketing and do-not-call laws, and any applicable privacy laws when you contact a Visitor who submitted an inquiry. Keystone does not verify Leads and makes no representation about the identity, intent, or quality of any Lead.

7.9 Indemnity for Professional-Compliance Failures

You will indemnify Keystone under Section 15.1 (Indemnification by Agent) for claims arising out of your breach of this Section 7.

8. Customer Content; Generated Content; Property Pages

8.1 Ownership of Customer Content

As between the parties, the Agent retains all right, title, and interest in and to its Customer Content. The Agent grants Keystone a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, adapt, publish, publicly display, and distribute Customer Content as necessary to provide, secure, maintain, support, promote, and improve the Services, including by displaying Property Pages publicly on the internet and by featuring Property Pages (or excerpts and images from them) in galleries, showcases, and marketing for the Services, such as the "fresh listings" section of our home page. You may disable promotional featuring of your Property Pages by contacting hello@keystonelistings.com.

8.2 Generated Content

Subject to your compliance with these Terms, Keystone assigns to the Agent its right, title, and interest, if any, in Generated Content created for the Agent's Property Pages, and to the extent such assignment is ineffective, grants the Agent a perpetual, worldwide, royalty-free license to use, reproduce, modify, and display that Generated Content in connection with marketing the applicable property. You acknowledge that Generated Content is produced by AI, may not be subject to copyright protection, and may be similar to content generated for other users or other properties. Keystone retains all rights in the underlying models, software, templates, page designs, and data used to produce Generated Content.

8.3 Public Availability of Property Pages

Property Pages are public web pages. Anyone with the link can view them, they may be indexed by search engines, and copies may persist in caches and archives after a page is unpublished. Do not include on a Property Page any information that should not be public, including information about a property's occupants, security systems, or showing-access details.

8.4 Agent Representations and Warranties

You are solely responsible for your Customer Content and your published Property Pages and the consequences of submitting and publishing them. You represent and warrant that (i) you own your Customer Content or have all licenses, rights, consents, and permissions necessary to grant the licenses in this Section 8, including from sellers, photographers, and listing brokerages as applicable; (ii) your Customer Content and published Property Pages do not and will not infringe, misappropriate, or violate any third-party right, including any copyright, trademark, privacy, or publicity right, or any contractual or MLS obligation; and (iii) your Customer Content and published Property Pages do not violate any law, including fair-housing and advertising laws.

8.5 No Obligation to Monitor; Removal Rights

We do not pre-screen Customer Content or Property Pages and have no obligation to monitor them, but we reserve the right to review, edit metadata for, unpublish, or remove any Property Page or content at any time if we reasonably believe it violates these Terms or applicable law, creates risk for Keystone or third parties, or is the subject of a complaint, including a complaint by a property owner, listing agent, photographer, or rights holder. Keystone is not responsible or liable for Customer Content or for any third party's use of content on public Property Pages.

8.6 Data Export and Page Removal

You may unpublish your Property Pages and export your Customer Content through in-product tools at any time during your account's life and for thirty (30) days after termination, after which we may delete Customer Content in accordance with applicable law and our Privacy Policy.

9. AI Processing and Model Training

The Services use machine-learning models — both internally developed and provided by third parties — to generate property narratives, neighborhood context, and related content. Keystone will not use non-public Customer Content to train, fine-tune, or evaluate generally available machine-learning models without your separate, affirmative opt-in. Content you publish on a public Property Page is public, and Keystone's handling of public content is governed by Section 8. Account-scoped personalization that operates only within your account — for example, learning your preferred tone or formatting — is not model training for purposes of this Section. AI outputs are probabilistic and may be inaccurate or incomplete; reliance on AI outputs is governed by Section 7.3 and Section 13 (Disclaimers).

Keystone may collect and use technical and usage data about the operation of the Services, including aggregate, de-identified, or anonymized data, to operate, secure, and improve the Services and related products.

10. Fees, Payment, and Promotions

10.1 Fees

Each Agent's first Property Page is free. Each additional Property Page costs the per-listing fee stated at checkout (currently $59 per listing). Fees are payable in U.S. dollars, are exclusive of taxes, and are due at the time of purchase. Per-listing fees are one-time charges for the generation and hosting of the applicable Property Page for so long as we continue to offer the Services, subject to these Terms.

10.2 Promotional Offers

We may offer promotional pricing from time to time — for example, an offer of unlimited Property Pages per licensed real estate professional for a single $59 fee through August 1, 2026. Promotional offers are subject to the specific terms presented with the offer, are limited to one redemption per Agent unless stated otherwise, may not be combined with other offers, and may be modified or withdrawn prospectively at any time. Abuse of promotional offers — including creating multiple accounts or sharing one account across multiple professionals to evade per-Agent limits — is a violation of these Terms.

10.3 Refunds

Because Property Pages are generated and delivered immediately upon purchase, fees are non-refundable once a Property Page has been generated, except as expressly stated in an Order or as required by applicable law. If a Property Page fails to generate due to a fault in the Services, contact billing@keystonelistings.com and we will regenerate the page or refund the applicable fee.

10.4 Price Changes; Subscriptions

We may change list prices at any time with prospective effect; price changes do not affect Property Pages already purchased. If we introduce subscription plans, the subscription terms, including any auto-renewal and cancellation terms, will be disclosed at sign-up and will comply with applicable automatic-renewal laws; you will be able to cancel any self-serve subscription through your account settings or by contacting billing@keystonelistings.com.

10.5 Payment Processing; Taxes

Payments are processed by third-party payment processors, and your payment information is handled subject to their terms and privacy policies. Fees do not include sales, use, value-added, or other taxes (other than taxes on Keystone's net income), and you are responsible for all such taxes.

11. Suspension and Termination

11.1 Termination by You

You may stop using the Services and close your account at any time through account settings or by contacting hello@keystonelistings.com.

11.2 Termination and Suspension by Keystone

We may suspend or terminate your account or access to the Services, or unpublish specific Property Pages, if (i) you materially breach these Terms and fail to cure within a reasonable period after notice (or immediately, for breaches incapable of cure, including violations of Section 5.6, 7.2, 7.4, or 8.4); (ii) you fail to pay fees when due; (iii) your use poses a security, legal, or reputational risk to Keystone or any third party; or (iv) we are required to do so by law. We will use reasonable efforts to provide advance notice except in emergencies.

11.3 Effect of Termination

Upon termination, your right to use the Services ends and your Property Pages will be unpublished. For thirty (30) days following termination, you may export Customer Content through in-product export tools or by request. After that period, we may delete Customer Content in accordance with applicable law and our Privacy Policy. Sections that by their nature should survive termination will survive, including Sections 5, 7.9, 8.4, 12 through 18, and 21.

12. Intellectual Property; Feedback

12.1 Keystone Ownership

Keystone and its licensors own all right, title, and interest in and to the Services, the Keystone Listings names and marks, the page templates and designs, the software, and all related intellectual property. All rights not expressly granted are reserved.

12.2 Feedback

If you provide suggestions, enhancement requests, or other feedback, you grant Keystone a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use the feedback for any purpose, without any obligation or compensation to you.

13. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES — INCLUDING ALL PROPERTY PAGES, GENERATED CONTENT, PROPERTY DETAILS, NEIGHBORHOOD AND POINTS-OF-INTEREST INFORMATION, DISTANCE ESTIMATES, AND LEAD-DELIVERY FEATURES — ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. KEYSTONE DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, AND COMPLETENESS, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. KEYSTONE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT ANY PROPERTY PAGE WILL ACHIEVE ANY PARTICULAR SEARCH RANKING, TRAFFIC LEVEL, NUMBER OF LEADS, OR SALE OUTCOME; OR THAT INFORMATION DISPLAYED ON ANY PROPERTY PAGE IS ACCURATE, CURRENT, OR COMPLETE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN IMPLIED WARRANTIES; IN THOSE JURISDICTIONS, THE WARRANTIES ARE EXCLUDED ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

VISITORS: PROPERTY PAGES ARE ADVERTISING CREATED AT THE DIRECTION OF THE AGENT IDENTIFIED ON THE PAGE. KEYSTONE DOES NOT VERIFY PROPERTY DETAILS, NEIGHBORHOOD INFORMATION, OR THE IDENTITY, LICENSURE, OR AUTHORITY OF ANY AGENT, AND IS NOT A PARTY TO ANY COMMUNICATION OR TRANSACTION BETWEEN YOU AND AN AGENT. VERIFY ALL INFORMATION INDEPENDENTLY BEFORE MAKING ANY DECISION ABOUT A PROPERTY.

AGENTS ARE RESPONSIBLE FOR IMPLEMENTING REASONABLE PRACTICES, INCLUDING HUMAN REVIEW, TO ENSURE THAT GENERATED CONTENT IS CORRECT, COMPLETE, AND COMPLIANT BEFORE PUBLICATION. KEYSTONE IS NOT RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY ARISING OUT OF OR RELATING TO, YOUR USE OR MISUSE OF THE SERVICES, THE ACTS OR OMISSIONS OF ANY AGENT, AUTHORIZED USER, OR VISITOR, AND ANY DEALINGS, DECISIONS, OR TRANSACTIONS THAT YOU OR ANY THIRD PARTY BASE ON THE SERVICES.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KEYSTONE OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, COMMISSIONS, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEYSTONE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT ACTUALLY PAID BY YOU TO KEYSTONE FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, willful misconduct, or, in jurisdictions that prohibit such limits, death or personal injury caused by negligence.

15. Indemnification

15.1 Indemnification by Agent

If you are an Agent, you will defend, indemnify, and hold harmless Keystone, its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, demands, actions, or proceedings, and any related losses, damages, liabilities, settlements, costs, and reasonable attorneys' fees, to the extent arising out of (i) your Customer Content or your published Property Pages; (ii) your or any Authorized User's breach of Section 6 (Restrictions), Section 7 (Agent Professional Responsibilities), or Section 8.4 (Representations and Warranties); (iii) your violation of applicable law, including real estate licensing, advertising, fair-housing, telemarketing, or privacy laws; (iv) your handling of Leads or any communication or transaction between you and a Visitor, seller, buyer, or other third party; or (v) any dispute between you and a seller, listing agent, brokerage, photographer, MLS, or other third party concerning a property or its marketing.

15.2 Indemnification by Keystone

Keystone will defend, indemnify, and hold harmless paying Agents from and against any third-party claim that the Services, as provided by Keystone and used in accordance with these Terms, infringe a U.S. patent, registered copyright, or registered trademark, or misappropriate a trade secret. Keystone's obligations do not apply to claims arising from (i) Customer Content; (ii) use of the Services in combination with non-Keystone products or data; (iii) modifications not made by Keystone; or (iv) use other than as permitted by these Terms.

15.3 Remedies

If a claim under Section 15.2 is made or appears likely, Keystone may, at its option and expense, (a) procure the right for you to continue using the Services; (b) modify or replace the affected Services while preserving substantially equivalent functionality; or (c) if (a) and (b) are not commercially reasonable, terminate the affected portions of the Services and refund any prepaid, unused fees. This Section 15 states each party's sole and exclusive remedy and Keystone's entire liability for third-party intellectual-property claims.

15.4 Procedure

The indemnified party will (i) promptly notify the indemnifying party of the claim; (ii) give the indemnifying party sole control of the defense and settlement (provided that any settlement imposing a non-monetary obligation on the indemnified party requires the indemnified party's consent, not to be unreasonably withheld); and (iii) provide reasonable cooperation at the indemnifying party's expense.

16. Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION 16 CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

16.1 Informal Resolution

Before filing any claim, you and Keystone agree to attempt informal resolution for at least sixty (60) days. Notice may be sent to legal@keystonelistings.com (for Keystone) or to the e-mail address on your account or inquiry (for you), and must describe the claim, the relief sought, and your contact information.

16.2 Binding Arbitration

Except for the carve-outs in Section 16.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, if you are a consumer, the JAMS Consumer Arbitration Minimum Standards). The arbitration will be held in Dallas or Collin counties, Texas, or, for U.S.-resident consumers, in the county where you reside, or by videoconference. The Federal Arbitration Act governs the interpretation and enforcement of this Section 16. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve threshold disputes about the scope, applicability, or enforceability of this agreement to arbitrate.

16.3 Class-Action and Jury Waiver

You and Keystone 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. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. To the extent permitted by law, you and Keystone waive any right to a trial by jury.

16.4 Opt-Out

You may opt out of the arbitration agreement in Section 16.2 by sending written notice to legal@keystonelistings.com within thirty (30) days after first accepting these Terms. The notice must include your name, the e-mail address on your account, and a clear statement that you wish to opt out.

16.5 Exceptions

Either party may bring an individual action in small-claims court for any matter within that court's jurisdiction, and either party may seek injunctive or equitable relief in court to protect its intellectual property, confidential information, or security.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 16, any action that is not subject to arbitration will be brought exclusively in the state or federal courts located in Dallas or Collin counties, Texas, and each party consents to personal jurisdiction and venue in those courts. If you are a consumer in a jurisdiction whose mandatory consumer-protection laws would otherwise apply, you may also bring an action in the courts of your country of residence.

18. Copyright Complaints (DMCA)

Real estate photography and listing content are protected by copyright. If you believe content available through the Services — including any photograph, video, floor plan, or text on a Property Page — infringes your copyright, please send a notice compliant with 17 U.S.C. § 512(c) to dmca@keystonelistings.com, including (i) identification of the copyrighted work; (ii) identification of the allegedly infringing material, including the URL of the Property Page; (iii) your contact information; (iv) a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; (v) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act on behalf of the copyright owner; and (vi) your physical or electronic signature. We will respond to compliant notices, including by removing or disabling access to the identified material where appropriate, and we may terminate the accounts of repeat infringers. Counter-notices may be sent to the same address.

19. Export Controls and Sanctions

The Services are subject to U.S. export-control and sanctions laws. You will not access or use the Services in violation of applicable export-control or sanctions laws, and you represent that you are not located in, ordinarily resident in, or organized under the laws of any embargoed country and are not on any U.S. government denied-party list.

20. Changes to These Terms

We may modify these Terms from time to time. If a change is material, we will notify Agents in-product or by e-mail at least thirty (30) days before the change takes effect, unless the change is required by law or addresses a security issue. For Visitors, the updated Terms will be posted on the Services with a revised "Last Updated" date. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree to a change, your sole remedy is to stop using the Services and close your account.

21. General Provisions

21.1 Entire Agreement

These Terms, together with the Privacy Policy and any Order, constitute the entire agreement between you and Keystone and supersede all prior or contemporaneous agreements regarding the Services. In the event of a conflict, the Order controls over these Terms, and these Terms control over the Privacy Policy.

21.2 Assignment

You may not assign these Terms without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets, provided the successor is not a Keystone competitor. Keystone may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

21.3 Force Majeure

Neither party will be liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, strikes, internet or telecommunications failures, denial-of-service attacks, or pandemics.

21.4 Notices

Notices to Keystone must be sent to legal@keystonelistings.com and to Keystone Listings, c/o Trusty Goat, Inc., 8 The Green Ste B, Dover, DE 19901, Attn: Legal. Notices to you may be sent to the e-mail address on your account or posted in-product.

21.5 Independent Contractors; No Third-Party Beneficiaries

The parties are independent contractors. Except as expressly stated (including with respect to Keystone's Affiliates under Section 15), there are no third-party beneficiaries of these Terms.

21.6 Severability; No Waiver; Headings

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary. No waiver is effective unless in writing. Headings are for convenience only and do not affect interpretation.

22. Contact

Keystone Listings, c/o Trusty Goat, Inc. 8 The Green Ste B, Dover, DE 19901

General: hello@keystonelistings.com Legal: legal@keystonelistings.com Privacy: privacy@keystonelistings.com Billing: billing@keystonelistings.com DMCA: dmca@keystonelistings.com