These Terms of Service (the "Terms") govern access to and use of the Elli AI platform, websites, mobile and web applications, APIs, and related services (collectively, the "Service"). The Service is provided by Simplicity USA Inc., with principal place of business at 8 The Green STE B Dover, Delaware 19901, United States ("Company," "we," "us," "our"). By creating an account, accessing, or using the Service, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of an organization (e.g., a brokerage or team), you represent that you have authority to bind that organization, and "you" includes that organization and its Authorized Users.

You must be a licensed real estate professional or team member working under a licensed brokerage. You are responsible for ensuring your use complies with applicable law and brokerage rules.

Geography. The Service is currently available only to users operating in Florida, USA. You must not use the Service to provide services in jurisdictions where you lack authorization.

You must provide accurate account information and keep your credentials confidential. You are responsible for all activities that occur under your account. Notify us immediately of any unauthorized use or security incident at support@onesimplicity.com

Organizational accounts. If you access the Service under an organizational account sponsored by Douglas Elliman Florida ("DE") or another brokerage (the Customer-of-Record), (a) DE controls seat assignments, access permissions, and retention settings for its Authorized Users (agents); (b) we may rely on instructions from DE administrators regarding your account (including suspension/termination); and (c) billing is handled between us and DE as described in Section 4. Individual agents are end users, not payers, unless a separate direct plan is agreed with us in writing.

Customer-of-Record (Enterprise billing). For users affiliated with Douglas Elliman Florida (DE), DE is the Customer-of-Record and is responsible for fees for its Authorized Users (agents). Individual agents are not charged by Simplicity unless a separate direct subscription is agreed in writing.

Prepaid seats (quarterly). DE prepays 400 Authorized User slots for each three (3) month term (each a Quarterly Term). A slot is consumed for a given calendar month when an Authorized User first signs in and uses the Service in that month ("Usage‑Activated"). Prepaid slots cover up to 400 Usage‑Activated users across the Quarterly Term. At the start of each new Quarterly Term, DE prepays for a new block of 400 slots.

Overage billing (monthly in arrears). Any Usage‑Activated users above 400 in a given calendar month are billed as overage to DE monthly in arrears at USD $59 per Authorized User per calendar month. Overage invoices are payable Net 30 from invoice date.

No end‑user billing. Billing is solely between Simplicity and DE. Agents are end users and are not billed by Simplicity.

Taxes. Fees are exclusive of applicable taxes; DE is responsible for any taxes, duties, or government charges, other than our income taxes.

Refunds/Credits. Except where required by law or expressly provided in a signed enterprise agreement, fees are non‑refundable and service credits are not provided for lack of use after activation or for third‑party outages (see Sections 8 and 14).

AI Output. The Service may generate text, images, analytics, or recommendations based on your inputs and data ("AI Output"). As between you and us, and to the extent permitted by law, we assign to you our rights, if any, in the AI Output. We retain all rights in the Service, models, prompts, and systems used to generate AI Output.

Verification Required. AI Output can be inaccurate, incomplete, or inappropriate. You must review, verify, and edit AI Output before using it in any professional context. The Service does not provide legal, financial, or appraisal advice.

Fair Housing & Advertising. You must ensure that your use of the Service and any AI Output complies with federal, state, and local fair housing, anti‑discrimination, advertising, licensing, and record‑keeping requirements. Do not use the Service to target or exclude protected classes or to make prohibited statements.

The Service uses third‑party hosting (e.g., cloud providers), analytics, email/SMS delivery, MLS/IDX vendors, and AI model providers. Your use of those features may be subject to their terms and privacy policies. We do not grant you rights to underlying models or datasets.

Third‑party outages and dependencies. The Service depends on external platforms and networks (including, without limitation, cloud infrastructure such as AWS, email gateways, MLS/IDX data sources, and AI model providers such as OpenAI) which may experience delays, rate limits, degraded performance, or outages. To the maximum extent permitted by law, we are not liable to end users (agents) for unavailability, delays, or errors caused by such third parties or by the public internet.

The Service (including software, UX, models, prompts, templates, and documentation) is owned by us and our licensors and is protected by IP laws. Except for the limited rights expressly granted, no rights are granted by implication. Feedback you choose to provide may be used by us without restriction.

We will treat Customer Content as confidential and use it only to provide the Service, except where disclosure is required by law or to prevent harm. You agree to keep our non‑public information, including pricing not generally disclosed, confidential.

Our collection, use, and sharing of personal information is described in the Privacy Policy below, which forms part of these Terms.

We may modify the Service, features, or fees, and update these Terms from time to time. Material changes will be notified by in‑app notice. Changes take effect upon posting unless a later date is stated. If you continue using the Service after changes become effective, you accept the changes. If you do not agree, you must stop using the Service and cancel your subscription.

No professional advice. AI Output and any materials generated by the Service do not constitute legal, financial, lending, appraisal, or other professional advice. Mortgage‑related information is provided for informational purposes only and may reference Elliman Capital; rates, terms, and availability are subject to change. You are solely responsible for verifying outputs and ensuring required disclosures and compliance.

Third‑party dependencies. Without limiting the foregoing, we have no liability to end users (agents) for any unavailability or degradation caused by third‑party platforms or networks, including cloud infrastructure (e.g., AWS), MLS/IDX providers, telecommunications carriers, email/SMS gateways, or AI model providers (e.g., OpenAI), nor for acts or omissions of such third parties.

End user relationship. Agents acknowledge that Simplicity's payment and contractual relationship is with the Customer‑of‑Record, not with individual agents, and that any billing disputes or adjustments are solely between us and the Customer‑of‑Record.

These Terms are governed by the laws of the State of Delaware, excluding conflict‑of‑laws rules. Any dispute will be resolved by binding arbitration in Wilmington, New Castle County, Delaware, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. You and we waive any right to a jury trial and to participate in a class action.

Carve‑outs. Either party may (a) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property, and (b) bring an individual action in small‑claims court.

Opt‑out. You may opt out of arbitration within 30 days of first agreeing to these Terms by emailing operations@onesimplicity.com with subject "Arbitration Opt‑Out."

You may not use the Service in violation of U.S. export control or sanctions laws or in any jurisdiction embargoed by the U.S. You represent that you are not a prohibited or restricted party.

Entire agreement; order of precedence. These Terms (together with the Privacy Policy and any referenced documents, including the SLA in Section 20) are the entire agreement between you and us regarding the Service and supersede prior agreements. If any purchase order or other terms provided by DE conflict with these Terms or the Privacy Policy, these Terms and the Privacy Policy control unless a separate written agreement signed by Simplicity states otherwise.

If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. No waiver is effective unless in writing.

Uptime. We target 99% monthly uptime for the Web Platform.

Incident notice. DE or DE Agents shall submit incident notices via support@onesimplicity.com and include: (i) description of the issue; (ii) when first observed; (iii) affected users or functionalities; and (iv) relevant logs, error messages, or screenshots if applicable.

Resolution not guaranteed within response time. Response times refer to acknowledgment and commencement of reasonable efforts; they are not guarantees of resolution within those timeframes.

Third‑party dependencies and credits. As noted in Sections 8 and 14, outages or degradation caused by third‑party platforms or networks (including AWS, OpenAI, MLS/IDX providers, email/SMS gateways, or the public internet) are excluded from uptime calculations and do not give rise to service credits unless expressly provided in a separate enterprise agreement.