Keyway Brokerage Terms

Version 1.0 · Effective: October 6, 2026

These Brokerage Terms ("Terms") are an agreement between Keyway Labs, LLC, a Michigan limited liability company, 28551 Southfield Rd, Suite 206, Lathrup Village, Michigan 48076 ("Keyway," "we," "us"), and the real estate brokerage whose legal name is entered when these Terms are accepted ("Brokerage," "you"). Keyway and the Brokerage are each a "party."

1. Definitions and interpretation

1.1 Definitions.

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where control means owning more than 50% of the voting interests or having the power to direct management.
"Brokerage Data" has the meaning in Section 13.1.
"Confidential Information" has the meaning in Section 14.1.
"Evaluation Period" has the meaning in Section 3.2.
"Feedback" has the meaning in Section 7.1.
"KeySign" means the electronic-signature functionality included in the Services.
"Keyway Technology" has the meaning in Section 6.1.
"MLS" means any multiple listing service, and any data platform through which its data is delivered, in which the Brokerage or its licensees participate.
"Order Form" means an order form, quote or plan selection for the Services accepted by both parties in writing or in the Services.
"Services" has the meaning in Section 3.1.
"Third-Party Forms" has the meaning in Section 10.1.
"User Terms" means Keyway's User Terms for individual users.
"Users" has the meaning in Section 4.1.

1.2 Interpretation. Headings are for convenience only. "Including" means "including without limitation." The singular includes the plural. No provision will be interpreted against a party because that party drafted it. If these Terms conflict with the User Terms, these Terms control as between Keyway and the Brokerage.

2. Acceptance, authority and prior use

2.1 Acceptance. These Terms become binding when a person clicks to accept them in the Services on behalf of a brokerage.

2.2 Authority. The person accepting represents that they are an owner, officer or other person authorized to bind the brokerage named at acceptance.

2.3 Prior use. These Terms govern all access to and use of the Services by the Brokerage and its Users, including any onboarding, evaluation or other use that began before acceptance.

2.4 Name corrections. A correction of the Brokerage's legal name, entity type or state of organization does not require new acceptance and does not affect these Terms.

3. Services; evaluation; plans and fees

3.1 Services. Keyway provides Keyway Offer and related software and services, which may include guided document preparation, voice intake, document-packet generation, MLS data retrieval, KeySign, dashboards, onboarding and support, and any other functionality Keyway makes available (the "Services"), for the Brokerage's internal real estate business.

3.2 Evaluation. If the Brokerage is offered a free evaluation, it lasts for the period shown in the Services or in an Order Form; if no period is shown, it lasts 30 days from acceptance (the "Evaluation Period"). No fees are owed for the Evaluation Period. The evaluation does not renew, extend or convert to a paid plan automatically. Keyway may extend it by notice in the Services or by email.

3.3 Consideration. The Brokerage agrees that access to the Services, including free evaluation access, the Brokerage's participation and Feedback, and the mutual promises in these Terms are sufficient consideration for these Terms.

3.4 Paid plans. Paid use requires an Order Form. Fees, billing period, number of Users and term are set in the Order Form. Unless the Order Form says otherwise, fees are billed in advance, are non-refundable, and exclude taxes, which the Brokerage will pay.

3.5 No other commercial terms; no reliance. No pricing, discount, founding-customer status, free period, referral arrangement, revenue share, partnership program, exclusivity or other commercial term is agreed unless it is stated in an Order Form. All prior discussions about such matters, and about equity, territory or future arrangements, are non-binding. The Brokerage has not relied on any statement or promise not stated in these Terms or an Order Form.

3.6 No exclusivity. Nothing in these Terms gives the Brokerage any geographic, territorial, market, MLS, association, office, category or other exclusivity. Any exclusivity must be stated in an Order Form or other written agreement signed by Keyway's managing member.

4. Users

4.1 Authorized Users. The Brokerage may allow its licensed brokers, licensed agents, managing brokers and staff ("Users") to use the Services, up to any limit in the Brokerage's plan or Order Form. Keyway may approve additional Users by email or in the Services. Each User must accept the User Terms.

4.2 Responsibility. The Brokerage is responsible for each User's compliance with these Terms and for all activity under its accounts. Any act or omission of a User that would breach these Terms if done by the Brokerage is a breach by the Brokerage.

4.3 Account security. The Brokerage will: (a) keep credentials confidential and prohibit account sharing; (b) deactivate, or ask Keyway to deactivate, any User who leaves the Brokerage within 5 business days; and (c) notify Keyway within 72 hours after learning of any unauthorized access, material misuse or security incident involving the Services.

5. Nature of the Services; support; suspension

5.1 Evolving software. The Services may be provided in a live evaluation or early-release environment and may contain defects, interruptions, incomplete functionality or errors. Keyway may add, remove, change or repair any feature at any time.

5.2 Support. Keyway may provide onboarding, training, support and configuration in its discretion. Unless an Order Form says otherwise, there is no service-level commitment, guaranteed response time or uptime, and no obligation to build any requested feature, integration or change.

5.3 Suspension. Keyway may suspend all or part of the Services for the Brokerage or any User to the extent reasonably necessary to address a security, integrity, legal, MLS, third-party provider, intellectual-property or material operational concern. Keyway will give notice where practicable and limit the suspension to what is reasonably necessary.

6. Ownership, license and restrictions

6.1 Ownership. As between the parties, Keyway and its licensors own all right, title and interest in the Services and all related technology, including software, source and object code, architecture, interfaces, workflows, processes, methods, question sequences, prompts, artificial-intelligence orchestration and configurations, document-generation logic, form and field mappings, templates created by Keyway (excluding Third-Party Forms themselves), data structures, APIs, integrations, analytics, designs, documentation, know-how, inventions, improvements, modifications and derivative works, and all intellectual property rights in them (the "Keyway Technology"). No ownership transfers to the Brokerage.

6.2 License. Keyway grants the Brokerage a limited, revocable, non-exclusive, non-transferable, non-sublicensable right for its Users to access and use the Services for the Brokerage's internal real estate business while these Terms are in effect. All rights not expressly granted are reserved.

6.3 Restrictions. Except where a restriction is prohibited by law, the Brokerage will not, and will not allow any User or third party to:

(a) copy, reproduce, modify, translate or create derivative works of the Keyway Technology;
(b) reverse engineer, decompile, disassemble or attempt to derive the source code or any non-public structure, method, algorithm, mapping, prompt, logic or design of the Keyway Technology;
(c) scrape or systematically extract any non-public part of the Services;
(d) sublicense, resell or provide the Services to anyone other than Users;
(e) probe, test or circumvent the security of the Services;
(f) use the Services, Keyway's Confidential Information, or any screenshot, demonstration, workflow, specification or documentation of the Services to benchmark for, design, specify, train, develop, commission or help develop any competing or substantially similar product;
(g) give access to the Services, or any non-public information about them, to any developer, vendor, consultant, competitor or other person for competitive development or replication;
(h) record, screen-capture or reproduce the screens, workflows, question sequences or outputs of the Services for anyone other than the Brokerage's personnel and Users;
(i) allow anyone who is not a User, including any software developer, technology vendor or consultant, to view, access or use the Services; or
(j) remove, obscure or alter any proprietary notice.

6.4 Independent development. Subject to Section 8, nothing in these Terms prevents the Brokerage from independently developing or acquiring technology that does not use or derive from Keyway's Confidential Information or the Keyway Technology and does not otherwise breach these Terms.

7. Feedback, improvements and no equity

7.1 Feedback. "Feedback" means any suggestion, idea, comment, request, recommendation, workflow observation, proposed feature, bug report, concept or other input about the Services from the Brokerage, its owners, officers or Users. The Brokerage grants Keyway a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to use, reproduce, modify, incorporate, commercialize, disclose, distribute and otherwise exploit all Feedback for any purpose, without restriction or obligation. Keyway will not publicly attribute Feedback to the Brokerage without its consent, except as allowed by Section 15.

7.2 Improvements. All features, functionality, workflows, configurations, inventions, enhancements, improvements, derivative works, processes, mappings, designs and other technology conceived, created or developed by or for Keyway, whether or not based in whole or in part on Feedback, are the sole and exclusive property of Keyway. Neither the Brokerage, its owners nor any User acquires any ownership, authorship, royalty, license, equity, approval, compensation, attribution or other interest in any of them because they identified a problem, suggested a feature, described a workflow, tested the Services, provided Feedback or otherwise contributed ideas.

7.3 Assignment. To the extent the Brokerage, its owners or any User acquires any right in Feedback or any improvement despite Sections 7.1 and 7.2, the Brokerage irrevocably assigns, and will cause its owners and Users to assign, all such rights to Keyway, and will reasonably cooperate, at Keyway's expense, in signing documents to confirm Keyway's ownership.

7.4 No equity or compensation. No Feedback, testing, referral, introduction, feature request, participation in an evaluation or other help in improving the Services entitles the Brokerage, any of its owners, officers or Users, or anyone else to any equity, membership interest, option, warrant, profits interest, royalty, revenue share, commission, compensation or other financial or ownership interest in Keyway Labs, LLC or its products, unless a separate written agreement signed by Keyway's managing member expressly provides it.

7.5 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, fiduciary, employment or brokerage agency relationship, and neither party may bind the other.

8. Non-development and trade secrets

8.1 Non-development. While these Terms are in effect and for 12 months after they end, the Brokerage will not, and will cause its Affiliates and their owners, officers and managing brokers not to, directly or indirectly: (a) develop, or fund, commission, engage or help any person to develop, any software product or service for guided real estate offer preparation, offer-packet generation or transaction-form population that is substantially similar to or competitive with the Services, using any knowledge of the non-public features, workflows or design of the Services; or (b) disclose Keyway's Confidential Information, or any knowledge of the non-public features, workflows or design of the Services, to any person engaged in such development. This Section does not restrict the Brokerage from licensing a commercially available product from a third party that the Brokerage has not funded, commissioned or helped develop.

8.2 Trade secrets. The Brokerage acknowledges that the non-public elements of the Keyway Technology, including its workflows, question sequences, field logic, form mappings, prompts and artificial-intelligence orchestration, are trade secrets of Keyway under the Michigan Uniform Trade Secrets Act, the Illinois Trade Secrets Act, the Defend Trade Secrets Act and similar laws. Keyway's rights under these Terms are in addition to its rights under those laws.

8.3 Remedies. For any breach or threatened breach of Sections 6, 7 or 8, Keyway is entitled, in addition to all other remedies, to injunctive relief and specific performance without proving actual damages or posting bond to the extent permitted by law, an accounting and disgorgement of benefits derived from the breach, and its reasonable attorneys' fees and costs.

8.4 Reasonableness. The Brokerage agrees that the restrictions in Sections 6 through 8 are reasonable and necessary to protect Keyway's legitimate interests and are a material inducement for Keyway to provide the Services, including free of charge. If a court finds any restriction unenforceable as written, it may modify it to the minimum extent needed to make it enforceable and enforce it as modified.

9. Professional responsibility

9.1 Technology tool only. The Services are software that assists licensed real estate professionals with workflows and document preparation. Keyway is not the Brokerage's broker, managing broker, supervising broker, attorney, law firm, title company, escrow agent, MLS or compliance department, and does not provide legal advice or brokerage supervision. All supervisory duties of the Brokerage's designated or managing brokers under license law remain solely with the Brokerage.

9.2 Mandatory human review. The Brokerage and each User are solely responsible for reviewing and verifying every material term, field, selection, attachment, disclosure, form, generated document, signature placement and transaction instruction before signing, sending, submitting, relying on or delivering it to anyone.

9.3 Transaction decisions. The Brokerage and its Users are solely responsible for all professional judgment, negotiation, agency duties, fair-housing compliance, compliance with MLS rules and form-license restrictions, disclosure requirements, attorney-review and other transaction deadlines, and all other decisions in any real estate transaction.

9.4 No guarantee of legal sufficiency. Keyway does not represent that any document generated or populated through the Services is complete, legally sufficient, suitable for any transaction, compliant with any law or requirement, or error-free. The Services are not a substitute for review by the responsible licensee or, where legal advice is needed, by legal counsel.

10. Third-party forms

10.1 Definition. "Third-Party Forms" means transaction forms owned or licensed by third parties, including REALTOR® association, board and MLS forms and the Brokerage's internal office forms, that the Brokerage provides to Keyway or authorizes Keyway to configure.

10.2 Rights. The Brokerage represents that it and its Users hold, and will maintain, all memberships, licenses and rights needed to use each Third-Party Form, and that configuring those forms in the Services and generating completed documents for the Brokerage's own transactions are within those rights.

10.3 Keyway's handling. Keyway will configure and store Third-Party Forms only for the Brokerage's workspace, will not distribute them to any other customer, and will remove them promptly after the Brokerage's rights in them end.

11. MLS data

11.1 MLS access. The Services connect to MLSs, including through MLS Grid or other authorized data feeds, using data licenses and access rights belonging to the Brokerage or its MLS participant, exercised on the Brokerage's behalf and at its direction. As between the parties, MLS data is licensed to the Brokerage, not to Keyway.

11.2 Authorization. The Brokerage represents and agrees that: (a) its MLS participation is and will remain in good standing; (b) its MLS participant, including its designated broker where required, authorizes Keyway, as the Brokerage's technology vendor, to access and process MLS data on its behalf; and (c) it will sign or obtain any vendor agreement, data-license agreement or authorization reasonably required by any MLS. The Brokerage remains solely responsible for compliance with MLS rules, policies and data-license terms.

11.3 Scope of use. Keyway will use MLS data only to provide the Services to the Brokerage and will not build, sell or redistribute any independent compilation of MLS data.

11.4 MLS-required changes. If an MLS or data provider requires Keyway to change or suspend the Brokerage's data connection, Keyway may comply without liability, and the parties will cooperate in good faith to restore it.

12. Electronic signatures

12.1 Consent. The parties consent to conduct business electronically. Consistent with the federal Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act as adopted in the applicable states, no record or signature will be denied legal effect solely because it is electronic.

12.2 KeySign. KeySign captures signer-adopted signatures, keeps an event audit trail, and issues a certificate of completion for each executed document. The Brokerage and its Users are solely responsible for: (a) using KeySign only with signers who have consented to sign electronically; (b) verifying signer identity as required for the transaction; and (c) confirming that electronic signature is permitted for each document type in the applicable jurisdiction.

12.3 Third-party signers. Clients, cooperating agents and others who receive KeySign requests are not parties to, and have no rights under, these Terms. The Brokerage is responsible for its Users' communications with them.

13. Brokerage data, privacy and security

13.1 Ownership. As between the parties, the Brokerage owns all information and content submitted to the Services by or for the Brokerage or its Users, including client and transaction data, uploaded documents, office defaults and generated documents ("Brokerage Data"), subject to the rights of clients, counterparties, MLSs, form licensors and other third parties.

13.2 License to Keyway. The Brokerage grants Keyway a non-exclusive license to host, process, transmit, reproduce, store and display Brokerage Data as reasonably necessary to provide, secure, support, troubleshoot, maintain and improve the Services, to comply with law, and as the Brokerage directs.

13.3 Limits. Keyway will not sell Brokerage Data, use it for advertising, or allow its subprocessors to use it to train their general-purpose AI models.

13.4 De-identified information. Keyway may create and use aggregated or de-identified information that does not reasonably identify the Brokerage, any User, client or transaction, for analytics, security, product development, benchmarking and business operations. Keyway owns that information.

13.5 Voice. The voice feature converts Users' speech into text to fill in fields. Keyway does not use it to collect, capture or store any voiceprint or other biometric identifier or biometric information, including as defined in the Illinois Biometric Information Privacy Act, and does not use voice data to identify or authenticate anyone. Keyway will not change the voice feature to do so without at least 30 days' prior notice and providing all notices and obtaining all consents required by law.

13.6 Brokerage permissions. The Brokerage represents that it and its Users have obtained, or will obtain, all rights, notices and consents reasonably necessary to submit information to the Services and allow its processing under these Terms. Neither party acquires ownership of any MLS data, licensed form or other third-party intellectual property under these Terms.

13.7 Safeguards. Keyway will maintain commercially reasonable administrative, technical and organizational safeguards designed to protect Brokerage Data, including encryption in transit and at rest, tenant isolation, encrypted storage of MLS and integration credentials, role-based access controls, and audit logging of account, configuration, document and signature events.

13.8 Subprocessors. The Brokerage authorizes Keyway to use subprocessors, including providers of cloud hosting, database and storage, transactional email and messaging, artificial-intelligence and speech-processing services, bound by data-protection obligations appropriate to the Services. Keyway remains responsible for its subprocessors' performance and will provide a current list on request.

13.9 Security incidents. Keyway will notify the Brokerage without undue delay, and in any event within 72 hours, after confirming a security breach resulting in unauthorized access to or acquisition of Brokerage Data, and will provide information the Brokerage reasonably needs to meet its own notification duties under applicable law, including the Illinois Personal Information Protection Act and the Michigan Identity Theft Protection Act.

13.10 Third-party services. The Services depend on third-party platforms, MLS and data providers, e-signature, communications, cloud and artificial-intelligence providers and other vendors. Keyway is not responsible for any outage, change, restriction, error, act or omission of a third party outside its reasonable control, except where that liability cannot be excluded by law.

13.11 Privacy Notice. Keyway's Privacy Notice describes how personal information is handled.

14. Confidentiality

14.1 Definition. "Confidential Information" means non-public information disclosed by a party (the "discloser") to the other (the "recipient") that a reasonable business person would understand to be confidential. Keyway's Confidential Information includes, whether or not marked, the user interface, screen flows, question sequences, field logic and output formats of the Services, non-public functionality, architecture, workflows, roadmaps, pricing, security information, form-mapping methods, prompts, artificial-intelligence orchestration, product metrics, documentation, unreleased features and development methods. The Brokerage's Confidential Information includes non-public brokerage, agent, client, transaction, operational, financial and business information and all Brokerage Data.

14.2 Obligations. The recipient will: (a) use the discloser's Confidential Information only to perform or exercise rights under these Terms or to evaluate a further agreement; (b) protect it with at least reasonable care and no less care than it uses for its own similar information; and (c) disclose it only to its personnel, contractors, professional advisers and Users who need to know it and are bound by confidentiality obligations at least as protective as these.

14.3 Exclusions. Confidential Information does not include information that the recipient can show: (a) is or becomes public through no breach of these Terms; (b) was lawfully known to it without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the discloser's Confidential Information.

14.4 Compelled disclosure. The recipient may disclose Confidential Information as required by law, regulation, subpoena or court order, after giving the discloser prompt notice where legally allowed and reasonably cooperating with efforts to obtain protective treatment.

14.5 No residuals. No right is granted to use Confidential Information retained in the unaided memory of the recipient's personnel or Users; such information remains subject to this Section 14 and to Sections 6 through 8.

14.6 Duration. These obligations continue for 5 years after these Terms end and, for trade secrets, as long as they remain trade secrets.

14.7 Equitable relief. Unauthorized use or disclosure of Confidential Information, or a breach of Sections 6 through 8, may cause irreparable harm for which money damages are inadequate, so the non-breaching party may seek injunctive or other equitable relief, without posting bond to the extent permitted by law, in addition to other remedies.

14.8 Return or destruction. After these Terms end, on written request, each party will return or destroy the other's Confidential Information, except copies in routine backups or kept as required by law, which remain subject to this Section 14.

15. Customer reference and publicity

15.1 In-product display. The Brokerage grants Keyway a limited license to display the Brokerage's name and logo in its workspace and on client-facing materials generated in its transactions, including document cover pages and KeySign notifications, as the Services are designed to do.

15.2 Customer reference. Keyway may identify the Brokerage truthfully, by name and logo, as a customer, evaluation customer or former customer in customer lists, pitch decks, websites, investor materials, sales materials, presentations and similar factual references, during and after these Terms.

15.3 Approval required. Keyway will get the Brokerage's prior approval, which may be given by email, before publishing any quotation attributed to the Brokerage or its owners, any detailed case study, or any non-public Brokerage-specific usage, production, financial or performance figures.

15.4 Brand standards and opt-out. Keyway will use the Brokerage's name and logo professionally and reasonably follow written brand guidelines the Brokerage provides. The Brokerage may opt out of Section 15.2 at any time by emailing legal@keywayoffer.com; the opt-out applies to materials created afterward and does not require recalling materials already distributed.

15.5 No endorsement. Except for an approved testimonial, neither party will state or imply that the other endorses it beyond the factual business relationship.

16. Representations; disclaimer

16.1 Mutual. Each party represents that it is duly organized and in good standing, has full power to enter into and perform these Terms, and that the person accepting or signing for it is authorized to bind it.

16.2 Brokerage. The Brokerage further represents that it is a real estate brokerage duly licensed and in good standing with its state licensing authority, and that each User acting as a licensee holds an active license in good standing.

16.3 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND, EXCEPT AS EXPRESSLY STATED IN AN ORDER FORM, KEYWAY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, LEGAL SUFFICIENCY AND QUIET ENJOYMENT, AND ANY WARRANTIES FROM COURSE OF DEALING OR USAGE OF TRADE. KEYWAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; THAT MLS OR OTHER THIRD-PARTY DATA WILL BE ACCURATE OR AVAILABLE; THAT ANY GENERATED DOCUMENT WILL BE SUITABLE FOR ANY TRANSACTION; OR THAT ANY DEFECT WILL BE CORRECTED.

17. Limitation of liability

17.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER KEYWAY NOR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOST PROFITS, COMMISSIONS OR BUSINESS; LOSS OF GOODWILL; LOSS OR CORRUPTION OF DATA; OR ANY LOSS, DELAY, FAILURE OR CHANGE OF ANY REAL ESTATE TRANSACTION, HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KEYWAY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY, WILL NOT EXCEED THE GREATER OF THE FEES THE BROKERAGE PAID KEYWAY IN THE 12 MONTHS BEFORE THE CLAIM OR ONE THOUSAND DOLLARS ($1,000).

17.3 Brokerage liability. Sections 17.1 and 17.2 do not limit the Brokerage's liability for breach of Sections 6, 7, 8, 11 or 14, or its obligations under Section 18.

17.4 Allocation of risk. These disclaimers and limits reflect an agreed allocation of risk, are a material inducement for Keyway to provide the Services, including free of charge, and apply even if a limited remedy fails of its essential purpose.

17.5 Non-excludable liability. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or willful misconduct.

18. Indemnity

18.1 Indemnification. To the extent permitted by law, the Brokerage will defend, indemnify and hold harmless Keyway and its members, managers, officers, employees and contractors (the "Keyway Indemnitees") from all third-party claims, and resulting damages, judgments, settlements, penalties, costs and reasonable attorneys' fees, arising out of or relating to: (a) misuse of the Services by the Brokerage or any User; (b) any transaction decision, representation, omission, negotiation or document submission by the Brokerage or any User, or any failure to review or verify a document; (c) any Brokerage Data or Third-Party Form, including any claim that Keyway's authorized hosting or processing of it infringes a third-party right or breaches a forms license; (d) the Brokerage's MLS access or use of MLS data; or (e) any violation by the Brokerage or a User of law, MLS rules, licensing obligations or these Terms; except, in each case, to the extent caused by Keyway's gross negligence or willful misconduct.

18.2 Procedure. Keyway will give the Brokerage reasonably prompt written notice of a claim and reasonable cooperation at the Brokerage's expense. The Brokerage may control the defense and settlement, but may not, without Keyway's written consent, admit fault for any Keyway Indemnitee, impose any non-monetary obligation on any Keyway Indemnitee, or settle without a full and unconditional release of all Keyway Indemnitees. Keyway may participate with its own counsel at its own expense.

19. No referral consideration

19.1 No exchange for referrals. Nothing of value provided or received under these Terms, including free evaluation access, is given or accepted in exchange for, or conditioned on, the referral of any real estate settlement-service business, including mortgage, title, insurance or brokerage business, to Keyway, its Affiliates, or any business owned in whole or in part by a member of Keyway.

19.2 No required use. Neither the Brokerage nor any User is required to use, or refer any client to, any settlement-service provider affiliated with Keyway or its members. The parties intend these Terms to comply with Section 8 of the Real Estate Settlement Procedures Act, 12 U.S.C. § 2607, Regulation X, 12 C.F.R. Part 1024, and applicable state law.

20. Term, termination and transition

20.1 Term. These Terms start at acceptance and continue until the Evaluation Period ends without an Order Form, until an Order Form's term ends without renewal, or until terminated under this Section 20.

20.2 Termination for convenience. Either party may terminate these Terms for any reason on 5 business days' written notice, subject to any committed term in an Order Form.

20.3 Immediate suspension or termination. Keyway may suspend or terminate access for the Brokerage or any User immediately on notice for a material security concern, unlawful use, infringement, non-payment, a breach of Sections 6, 7, 8, 11 or 14, material misuse, or conduct reasonably likely to harm the Services, Keyway, a third party or the integrity of any transaction.

20.4 Transition. If, when an Evaluation Period ends, the parties are negotiating an Order Form in good faith, Keyway may, in its discretion and on notice, continue access under these Terms for up to 30 days. In all cases, KeySign documents sent before access ends remain open for signature, and executed documents and certificates of completion remain available for download, for 14 days after access ends.

20.5 Effect of termination. When these Terms end: (a) the Brokerage and its Users will stop using the Services; (b) for 30 days, Keyway will make Brokerage Data, including executed documents and certificates of completion, available for export in standard formats at no charge; and (c) after that, Keyway may delete Brokerage Data, except where retention is required by law, and except that Keyway may keep signature certificates, signing audit trails and records of acceptance of these Terms and the User Terms for 7 years after the document was signed or the terms were accepted, to verify signatures and agreements. Keyway may keep de-identified information under Section 13.4 and backups deleted in the ordinary course.

21. Survival; later agreements

21.1 Survival. Sections 1, 2.3, 4.2, 6 through 19, 20.4, 20.5 and 21 through 24, and any other provision that by its nature should survive, survive the end of these Terms.

21.2 Later agreements. If the parties sign a master subscription agreement, Order Form or other agreement for the Services (a "Later Agreement"), it governs use of the Services from its effective date. However, Sections 6, 7, 8, 14 (as to information disclosed before the Later Agreement), 15 and 18 (as to claims from use before the Later Agreement) survive and are not replaced by any entire-agreement or order-of-precedence clause of a Later Agreement unless it expressly refers to this Section 21.2 and identifies the Section it replaces. Where both impose confidentiality on the same information, the longer obligation applies.

22. Governing law and disputes

22.1 Governing law. Michigan law governs these Terms and any dispute relating to them, the Services or the parties' relationship, without regard to conflict-of-law rules.

22.2 Venue. Each party submits to the exclusive jurisdiction and venue of the state courts in Oakland County, Michigan, and, where federal jurisdiction exists, the U.S. District Court for the Eastern District of Michigan, and waives any objection to that venue, including inconvenient forum.

22.3 Injunctive relief. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

22.4 Attorneys' fees. In any action to enforce or interpret these Terms, the prevailing party may recover its reasonable attorneys' fees, costs and expenses.

22.5 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.

23. Changes to these Terms

Keyway may update these Terms. Material changes take effect only when an authorized person of the Brokerage accepts the new version in the Services; until then, the previously accepted version continues to apply. Non-material changes, such as clarifications and corrections, take effect when posted.

24. General

24.1 Notices. Formal notices must be in writing and delivered by hand, nationally recognized courier, certified mail or email. Notices to Keyway go to Keyway Labs, LLC, Attention: Managing Member, at the address above, with a copy to legal@keywayoffer.com. Notices to the Brokerage go to the email of the person who accepted these Terms or the account owner. Routine operational communications, including User approvals and evaluation extensions, may be made by email or in the Services.

24.2 Assignment. The Brokerage may not assign these Terms without Keyway's prior written consent, except to a successor in a merger or sale of substantially all its assets that assumes these Terms in writing and is not a Keyway competitor. Keyway may assign these Terms without consent in a merger, financing, reorganization, sale of equity or assets, or transfer of the Keyway Offer business. Any prohibited assignment is void.

24.3 Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, including internet, cloud, MLS or third-party platform failures, government action, labor disputes, natural disasters, war, terrorism and cyberattacks not caused by its failure to keep reasonable safeguards.

24.4 Severability. If any provision is invalid or unenforceable, it will be enforced to the maximum extent permitted and modified only as needed to make it enforceable; the rest remains in effect.

24.5 Waiver. A waiver is effective only in writing and only for the specific instance. Delay in exercising a right is not a waiver.

24.6 Entire agreement. These Terms, together with any Order Form, are the entire agreement on their subject and replace all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, written or oral. If an Order Form conflicts with these Terms, the Order Form controls only as to pricing, Users, term and any expressly stated exclusivity.

24.7 No third-party beneficiaries. Except for the Keyway Indemnitees under Section 18, these Terms give no rights to anyone other than the parties and their permitted successors and assigns.

24.8 Further assurances. Each party will sign documents and take actions reasonably requested by the other to carry out these Terms.

24.9 Electronic acceptance. Acceptance by clicking in the Services is a valid electronic signature and has the same effect as a handwritten signature.

Questions: legal@keywayoffer.com