Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Agent," "you," or "your") and TopAgentOS, LLC ("TopAgentOS," "we," "us," or "our"), a Texas limited liability company operating in The Woodlands, Texas.

By accessing or using the TopAgentOS platform (the "Service"), creating an account, or clicking "I Agree" during onboarding, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

Important: These Terms contain a binding arbitration clause and class action waiver (Section 17), which affect your legal rights. Please read them carefully.

2. Service Description

TopAgentOS provides an AI-powered marketing operating system designed exclusively for Houston-area real estate agents. The Service includes six integrated applications ("Core Apps"):

2.1 Video Engine

• AI-powered video enhancement (eye contact correction, audio improvement, dynamic captioning)
• Processing of agent-provided raw video footage
• Delivery of studio-quality enhanced videos within 24-48 hours

2.2 Social Sync

• Automated publishing of approved content to Instagram, Facebook, and YouTube
• Cross-platform content formatting and optimization
• Scheduling and posting on your behalf

2.3 Personal Website

• TREC-compliant real estate website hosting
• Automatic MLS listing feed integration (Houston Association of Realtors)
• Mobile-responsive design with your branding

2.4 Google Business Hub

• Google Business Profile verification and management
• Local SEO optimization for Houston-area zip codes
• Regular posts and updates to your Google Business listing

2.5 GEO Optimization

• Generative Engine Optimization for AI search (ChatGPT, Claude, Perplexity)
• Training AI models to recommend you for local real estate queries
• Content optimization for conversational AI discovery

2.6 Smart CRM

• Centralized lead management dashboard
• Automated follow-up sequences (email, SMS)
• Birthday and home anniversary reminders
• Integration with third-party lead sources (Zillow, Realtor.com)

3. Eligibility & Account Requirements

3.1 Who Can Use TopAgentOS

The Service is available exclusively to:

• Licensed real estate agents or brokers actively practicing in the Houston, Texas metropolitan area
• Individuals at least 18 years of age
• Agents who are not currently under disciplinary action by TREC
• Agents with at least 12 months of active real estate experience (recommended)

3.2 Account Registration

To create an account, you must provide:

• Your full legal name
• Texas real estate license number (verified with TREC)
• Brokerage name and contact information
• Valid email address and phone number
• Payment information (credit card or ACH)

You agree to provide accurate, current, and complete information. Providing false information is grounds for immediate account termination without refund.

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access

Do not share your account. TopAgentOS is licensed on a per-agent basis. Sharing access with team members or assistants requires separate subscriptions.

4. Subscription Plans & Pricing

4.1 Founding Member Pricing (May 1, 2026 Launch)

• Refundable Deposit: $495 (100% refundable if you cancel before May 1st, secures 1 of 5 Houston spots)
• Monthly Subscription: $997/month (billed on the 1st of each month, starting May 1, 2026)
• 3-Year Price Lock Guarantee: Your $997/month rate is guaranteed frozen until May 1, 2029, as long as you maintain continuous service (no cancellations)

4.2 Standard Pricing (Post-Launch)

After the initial cohort of 5 founding members, standard pricing will be:

• Setup Fee: $2,500 (one-time, non-refundable after onboarding is complete)
• Monthly Subscription: $1,997-2,500/month (subject to market pricing)

4.3 Billing & Payment

• Payment is processed automatically on the 1st of each month via Stripe
• Accepted payment methods: Credit card (Visa, Mastercard, Amex), ACH bank transfer
• If payment fails, your account will be suspended after 5 days. Service resumes upon successful payment plus a $50 reactivation fee.
• All fees are in US Dollars (USD)

4.4 Price Changes

We reserve the right to change pricing with 30 days' written notice via email. Founding Members are exempt from price increases as long as they maintain continuous service.

4.5 No Refunds (Except 30-Day Guarantee)

All payments are non-refundable except as explicitly stated in Section 5 (30-Day Money-Back Guarantee). Subscription fees are not prorated for partial months.

5. 30-Day Money-Back Guarantee

5.1 Guarantee Terms

If you do not receive at least 5 new inbound leads (defined as email inquiries, phone calls, or form submissions from prospective buyers or sellers) within your first 30 days of active service, you are entitled to a full refund of:

• Your deposit ($495 for Founding Members, $2,500 setup for standard)
• Your first month's subscription ($997 for Founding Members, $1,997 for standard)

5.2 How to Claim

To claim the guarantee, you must:

• Email [email protected] with subject line "30-Day Guarantee Claim" within 35 days of your service start date
• Provide evidence that you recorded and submitted at least 4 videos during the 30-day period (as required by your service agreement)
• Allow us to review your lead capture data in the CRM dashboard

Refunds are processed within 7-10 business days via the original payment method.

5.3 Guarantee Exclusions

The guarantee does NOT apply if:

• You failed to submit at least 4 videos during the 30-day period
• You did not complete onboarding within 14 days of signup
• You blocked our team from accessing your social media accounts or Google Business Profile
• Your market area has fewer than 50,000 residents (extremely rural areas)
• You are found to have violated these Terms (e.g., providing false information)

6. Your Responsibilities as a Subscriber

6.1 Content Creation

You agree to:

• Record and submit at least 1-2 raw videos per week (4-8 per month minimum)
• Follow our scripting guidelines and filming best practices
• Ensure videos are at least 30 seconds and no longer than 90 seconds
• Film in well-lit environments with minimal background noise
• Approve or reject AI-enhanced videos within 48 hours of delivery

6.2 Account Access & Integrations

You agree to:

• Grant TopAgentOS access to your Instagram, Facebook, and YouTube accounts via OAuth
• Provide Google Business Profile admin or owner access
• Share your Houston MLS credentials (encrypted and stored securely) for listing feed integration
• Respond to onboarding communications within 48 hours

6.3 Legal Compliance

You represent and warrant that:

• All content you provide is truthful, accurate, and not misleading
• You hold all necessary rights and licenses for content you upload (photos, videos, text)
• Your content complies with TREC advertising rules (Rule §535.154-156)
• Your content does not violate fair housing laws (Fair Housing Act, Texas Property Code)
• You will not use the Service for any illegal or unauthorized purpose

6.4 Prohibited Uses

You agree NOT to:

• Share your account credentials with anyone outside TopAgentOS
• Reverse engineer, decompile, or attempt to extract the source code of our AI models
• Use the Service to generate spam, fraudulent, or deceptive content
• Scrape, harvest, or collect data from other TopAgentOS users
• Upload content containing malware, viruses, or malicious code
• Impersonate another agent or falsely represent your credentials

7. Intellectual Property Rights

7.1 Your Content Ownership

You retain full ownership of all content you provide to TopAgentOS, including:

• Raw videos you record and upload
• Photos, logos, and branding materials
• Listing descriptions and property information
• CRM data (lead contacts, notes, client information)

7.2 AI-Enhanced Content

When we process your raw videos using AI (eye contact correction, audio enhancement, captions), you retain full ownership of the enhanced output. We do not claim any rights to your enhanced videos.

License Grant: By using the Service, you grant TopAgentOS a limited, non-exclusive, revocable license to process, store, and distribute your content solely for the purpose of providing you with the Service. This license terminates when you cancel your subscription or delete specific content.

7.3 TopAgentOS Platform Ownership

The TopAgentOS platform, including all software, AI models, algorithms, workflows, branding, and proprietary technology, remains the exclusive intellectual property of TopAgentOS. You receive no ownership rights or licenses to the platform itself.

7.4 Content Upon Cancellation

Upon subscription cancellation:

• CRM Data: You can export via CSV at any time, including after cancellation (30-day window)
• Enhanced Videos: You retain full ownership of all final video files delivered to you. No purchase fees apply. We only delete the raw project files and source footage from our servers after 30 days.
• Social Media Posts: Already published content remains on your accounts (we do not delete it)
• Website: Taken offline 30 days post-cancellation unless you purchase hosting separately

8. TREC Compliance & Advertising Rules

8.1 Our Compliance Efforts

TopAgentOS makes commercially reasonable efforts to ensure all published content complies with Texas Real Estate Commission (TREC) advertising rules, including:

• Including your name, brokerage, and license number in all marketing materials (per TREC Rule §535.154)
• Avoiding false, misleading, or deceptive statements
• Properly disclosing your licensed status

8.2 Your Ultimate Responsibility

As the licensed real estate professional, ultimate compliance responsibility rests with you. You agree to:

• Review all AI-generated scripts before recording videos
• Review all enhanced videos before we publish them
• Report any compliance concerns to us immediately
• Ensure all listing data and claims are accurate and current

Indemnification: You agree to indemnify and hold TopAgentOS harmless from any TREC violations or fair housing complaints arising from content you approved or provided. See Section 13 for full indemnification terms.

9. Service Availability & Uptime

9.1 Target Uptime

We strive to maintain 99% uptime for the TopAgentOS platform. However, we do not guarantee uninterrupted access. Scheduled maintenance will be announced at least 48 hours in advance.

9.2 Service Interruptions

The Service may be temporarily unavailable due to:

• Scheduled maintenance and upgrades
• Third-party service outages (e.g., Meta API downtime, Google outages)
• Force majeure events (natural disasters, cyberattacks, etc.)
• Your failure to maintain active social media accounts or Google Business Profile

9.3 No Credits for Downtime

Service credits or refunds are not provided for temporary outages lasting less than 72 consecutive hours, except as required by Section 5 (30-Day Guarantee).

10. Cancellation & Termination

10.1 Cancellation by You

You may cancel your subscription at any time by emailing [email protected] with subject line "Cancel Subscription."

• Cancellation takes effect at the end of your current billing period (no prorated refunds)
• You retain access to the Service until the end of the paid period
• Your website, CRM, and content remain accessible for 30 days post-cancellation for export

10.2 Termination by TopAgentOS

We reserve the right to suspend or terminate your account if:

• You violate these Terms
• You fail to pay subscription fees (after 5-day grace period)
• You engage in fraudulent or illegal activity
• Your TREC license is suspended or revoked
• You harass or abuse TopAgentOS team members

In cases of termination for cause, no refunds will be issued.

10.3 Effect of Termination

Upon termination (by either party):

• Your access to the TopAgentOS dashboard is revoked
• Your website is taken offline after 30 days
• Your social media accounts are disconnected from our system
• Your CRM data is available for export for 30 days, then permanently deleted
• Enhanced videos are available for purchase for 30 days, then deleted
• Sections 7 (IP), 13 (Indemnification), 14 (Disclaimers), and 17 (Arbitration) survive termination

11. Disclaimers & No Guarantees

11.1 Marketing Service, Not Sales Guarantee

TopAgentOS is a marketing and automation service. We do NOT guarantee:

• A specific number of leads beyond the 30-Day Guarantee (Section 5)
• Deal closings or commission revenue
• Rankings in Google search results or social media algorithms
• Viral content or specific engagement metrics
• Success in any particular Houston neighborhood or price range

Results vary based on market conditions, your personal brand, video quality, consistency, and factors outside our control.

11.2 "As-Is" Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.3 AI Accuracy

While our AI models are highly accurate, they are not perfect. We do not guarantee:

• 100% eye contact correction accuracy
• Flawless audio enhancement in all environments
• Perfect caption transcription

You should review all enhanced content before approving publication.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

12.1 Cap on Damages

TopAgentOS's total liability to you for all claims arising from or related to the Service is limited to the amount you paid to TopAgentOS in the 3 months immediately preceding the claim (typically $4,500 for standard subscribers).

12.2 Exclusion of Consequential Damages

TopAgentOS SHALL NOT BE LIABLE FOR:

• Lost profits, revenue, or business opportunities
• Lost commissions from deals that didn't close
• Damage to your reputation or brand
• Loss of data (you should maintain backups)
• Indirect, incidental, consequential, special, or punitive damages

12.3 Third-Party Actions

We are not liable for:

• Actions by Meta, Google, YouTube, or other third-party platforms (e.g., account suspensions, algorithm changes)
• TREC disciplinary actions arising from your content
• Copyright or trademark infringement claims from content you provided
• Data breaches at third-party services (Stripe, Zapier, etc.)

13. Indemnification

You agree to indemnify, defend, and hold harmless TopAgentOS, its officers, employees, contractors, and affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your violation of these Terms
• Your violation of TREC rules or fair housing laws
• Content you provided (if it infringes copyright, trademark, or privacy rights)
• Your unauthorized use of the Service
• Claims by third parties related to your real estate transactions

Example: If a buyer sues you for a misleading property description in a video you recorded and approved, you agree to defend and indemnify TopAgentOS from any liability arising from that lawsuit.

14. Data Privacy & Security

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

14.1 Key Privacy Points

• We encrypt all data in transit (TLS 1.3) and at rest (AES-256)
• We do NOT sell your personal data to third parties
• You can export or delete your data at any time
• We comply with applicable US federal and Texas state laws

14.2 Your Responsibilities

• Maintain strong, unique passwords
• Do not share account credentials
• Report security incidents to us immediately

15. Modifications to Terms

We reserve the right to modify these Terms at any time. When we do:

• We will update the "Last updated" date at the top of this page
• We will email you 14 days before material changes take effect
• Continued use of the Service after changes constitutes acceptance

If you do not agree to the modified Terms, you must cancel your subscription before the effective date.

16. Governing Law & Jurisdiction

16.1 Texas Law Governs

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles.

16.2 Venue

Subject to the arbitration clause (Section 17), any legal action or proceeding shall be brought exclusively in the state or federal courts located in Montgomery County, Texas. You consent to the personal jurisdiction of these courts.

17. Binding Arbitration & Class Action Waiver

17.1 Agreement to Arbitrate

You and TopAgentOS agree to resolve any disputes arising from these Terms or the Service through binding individual arbitration, except for disputes that qualify for small claims court (under $20,000 in Texas).

17.2 Arbitration Rules

Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. Arbitration will take place in Montgomery County, Texas, or via video conference at your option.

17.3 Class Action Waiver

You and TopAgentOS agree to bring claims only in an individual capacity, not as a plaintiff or class member in any class, consolidated, or representative action. Class arbitrations and class actions are not permitted.

17.4 Arbitration Costs

TopAgentOS will pay all AAA filing, administration, and arbitrator fees for claims under $10,000. For claims over $10,000, fees are split according to AAA rules.

17.5 Opt-Out Right

You may opt out of this arbitration agreement by sending a written notice to TopAgentOS at [email protected] within 30 days of account creation. Your notice must include your name, email, and a clear statement that you wish to opt out of arbitration.

18. Miscellaneous

18.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and TopAgentOS regarding the Service.

18.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect.

18.3 No Waiver

Our failure to enforce any right or provision in these Terms does not constitute a waiver of that right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to any successor or affiliate.

18.5 Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (natural disasters, pandemics, government actions, cyberattacks, etc.).

19. Contact Information

For privacy-related questions, concerns, or requests, contact us: