Terms & Conditions

1.1 Parties; Corporate Identity

1. Solto LLC (“Solto,” “we,” “our,” or “us”) is a limited liability company organized under the laws of the State of Texas in 2024, with its principal business address at 16990 Dallas Parkway, Suite 100, Dallas, Texas 75248.
2. Solto Realty is a doing-business-as (DBA) name of Solto LLC and refers specifically to Solto’s real-estate brokerage operations. Solto Realty currently operates in Texas and is overseen by Designated Broker: Amin Rad (Texas License #499893). Solto Realty Brokerage License #9015206 (Texas).
3. These Terms and Conditions (the “Terms” or this “Agreement”) constitute a legally binding contract between you and Solto LLC. If you are accepting these Terms on behalf of a company, organization, team, or other legal entity, you represent and warrant that you have authority to bind that entity, in which case references to “you” and “your” herein mean that entity and its authorized users.

1.2 What These Terms Cover (Scope)

1. Unified Terms—Modular Applicability. These Terms apply to the full range of Solto offerings, collectively the “Services,” including: 1.2.1 The Solto software platform and related technology (e.g., web applications, mobile applications, dashboards, CRM, workflow tools, telephony/messaging/email features, API and integration features, data processing features, artificial-intelligence (“AI”) features, and developer tools); 1.2.2 The Solto Services Marketplace and integrations with third-party tools, vendors, apps, and service providers (collectively, “Third-Party Services” or “Integrations”); and 1.2.3 The Solto Realty brokerage add-on (collectively, the “Brokerage Services”), which apply only to customers who have enrolled in and maintain an active brokerage plan (each, a “Brokerage Plan”).
2. Brokerage Carve-Out. The Brokerage Services are subject to additional terms and policies— including, without limitation, Solto Realty’s Independent Contractor Agreement and brokerage-specific rules and disclosures (collectively, the “Brokerage Documents”). If you have not enrolled in a Brokerage Plan, the Brokerage Documents do not apply to you.
3. Territorial Scope. Solto provides the Services for use in the United States only. Certain features (e.g., telephony, messaging, A2P/10DLC registration, payments, vendor integrations) may be further limited by carrier, vendor, regulatory, or technical constraints.

1.3 Incorporated Policies and Documents

1. Incorporation by Reference. By using the Services, you also agree to the following documents, each of which is incorporated by reference into these Terms and forms part of the Agreement between you and Solto (collectively, the “Incorporated Documents”):
   1. Privacy Policy (describes how we collect, use, disclose, and safeguard data);
   2. Data Processing Terms / Data Protection Addendum (DPA) (where applicable);
   3. Acceptable Use Policy and Code of Conduct (Exhibit A);
   4. AI Acceptable Use Policy & Disclaimers (Exhibit B);
   5. Brokerage Documents (only for Brokerage Plan users);
   6. Feature- or product-specific addenda posted or otherwise presented to you;
   7. Service descriptions, pricing pages, or order forms that reference these Terms.
2. Order of Precedence. In the event of a conflict: (i) a mutually executed written agreement between you and Solto (if any) controls; then (ii) order forms (if any); then (iii) these Terms; then (iv) the Incorporated Documents; then (v) service descriptions and policies posted on the platform.

1.4 Acceptance; Contract Formation; Electronic Communications

1. Acceptance Mechanisms. You accept and agree to be bound by these Terms when you (a) click “accept” or similar, (b) create an account, (c) access or use any part of the Services, or (d) continue using the Services after we post or send a notice of updated Terms.
2. Business/Commercial Use. You acknowledge that the Services are designed for business or professional use by a broad range of users (including agents, teams, admins, vendors, wholesalers, and other professionals). You agree to use the Services for lawful, legitimate, and authorized business purposes only.
3. Electronic Communications; Signatures. You consent to receive communications electronically and agree that electronic click-throughs, notices, consents, and records satisfy any legal requirement that such communications be in writing.
4. Authority. If you are acting on behalf of a business, you represent that you are duly authorized to bind the business to these Terms, and you agree that Solto may rely upon that representation and any instructions provided via your account.

1.5 Changes to These Terms; Service Modifications

1. Updates to the Terms. We may revise these Terms from time to time. Material changes will be notified via email and/or in-app notice. Unless a later effective date is specified, changes are effective upon posting. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.
2. Pricing Changes. As a courtesy, price increases for subscription base fees will include at least 30 days’ prior notice via email and/or in-app notice (see also Section 5). Usage-based and third-party pass-through fees may change with shorter or no notice where imposed upstream.
3. Service Changes. We may add, modify, suspend, or discontinue features, components, or integrations at any time. We will use reasonable efforts to provide advance notice of material changes that negatively impact existing functionality; however, some changes may occur without notice (e.g., for security, compliance, or vendor/carrier decisions).

1.6 Relationship Between Solto (Technology) and Solto Realty (Brokerage)

1. Distinct Functional Roles. “Solto” refers to the technology platform and operating system (software, marketplace, integrations, telephony/messaging/email features, AI features, and related services). “Solto Realty” refers to the licensed real-estate brokerage operations of Solto LLC.
2. Brokerage Applicability. Any real-estate licensing, supervision, or brokerage-related matters (including designated broker oversight, brokerage disclosures, and brokerage compliance) apply only to customers who have formally enrolled in a Brokerage Plan and are active Brokerage users.
3. Brokerage Documents Control. For Brokerage Plan users, the Brokerage Documents (including Independent Contractor Agreement) govern brokerage-specific topics (e.g., agency relationships, compliance, E&O obligations, commission procedures, and local/state rules). If you are not on a Brokerage Plan, those Brokerage Documents do not apply.
4. No Implied Brokerage. Use of the Solto software alone does not create a brokerage relationship with Solto Realty. You must be explicitly onboarded into a Brokerage Plan and accepted by Solto Realty to receive Brokerage Services.

1.7 Eligibility; Territory; Access Constraints (Overview)

Note: Detailed eligibility and access requirements are set out in Section 2. This subsection provides a high-level overview for clarity.

1. Territory. The Services are made available for use in the United States. Certain features may be subject to additional geographic restrictions by carriers, vendors, or regulators.
2. Access Controls. Access to specific features (e.g., A2P/10DLC messaging, AI outputs, integrations, Marketplace items) may be subject to registration, verification, carrier or vendor approval, and/or compliance certifications. We may approve, deny, suspend, or revoke access to any feature or integration at any time to manage risk, comply with law, or address abuse.

1.8 Your Responsibility; Downstream Users

1. Your Users and Clients. If you allow your employees, contractors, clients, or other third parties to access the Services (e.g., by creating sub-accounts or additional seats), you are responsible for their acts and omissions and for ensuring they accept and comply with these Terms and applicable policies.
2. Downstream Terms & Privacy. Where you provide access to your clients or end users, you must implement your own terms of service and privacy policy that are consistent with and at least as protective as these Terms and our Privacy Policy and ensure you have all necessary consents for data collection and communications.

1.9 No Conflicts; Order of Precedence

1. No Conflicts. You represent that entering into and performing under these Terms does not violate any other agreement by which you are bound.
2. Precedence. If there is any conflict among documents applicable to your use of the Services, the order of precedence specified in Section 1.3 applies.

1.10 Contact Information

1. Legal Notices to Solto. Unless otherwise specified, legal notices to Solto under these Terms should be sent to: Address: Solto LLC, 16990 Dallas Parkway, Suite 100, Dallas, Texas 75248; Email: [insert legal notice email] (e.g., legal@gosolto.com).
2. Your Contact Information. You agree to keep your account profile (including billing and legal notice email) accurate and up to date. We are entitled to rely on the latest contact information on file.

1.11 Effective Date; Version

1. Effective Date. These Terms are effective as of [insert effective date] and supersede prior online terms for the Services.
2. Versioning. We may assign a version number and post the then-current Terms on our website (e.g., gosolto.com/legal). Your continued use constitutes acceptance of the then-current version.

1.12 Acknowledgment

1. Consent and Authority. By creating an account, accessing, or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms (including the Incorporated Documents) and that you have the authority to bind yourself and any entity on whose behalf you are acting. If you do not agree, you must not access or use the Services.

2.1 Intended Users; Business/Professional Purpose

2.1.1 The Services are designed and offered for business and professional use by a broad range of users, including without limitation: a) Agents (including licensed real estate agents and unlicensed assistants); b) Teams and Organizations (e.g., brokerages, teams, companies, and other entities); c) Admins and Managers(with elevated permissions within an Organization or sub-account); d) Vendors and Service Providers (e.g., marketing firms, transaction coordinators, bookkeepers, advertising partners); and e) Other Professionals (including real-estate wholesalers and other participants in the real-estate ecosystem).

2.1.2 While an individual may be the purchaser and user of a subscription, you agree to use the Services for lawful, legitimate, and authorized business or professional purposes and not for purely personal, household, or family use.

2.1.3 Brokerage carve-out: Any use or participation in brokerage activities through Solto Realty requires enrollment in an active Brokerage Plan and is subject to additional brokerage-specific requirements and agreements (see Section 1 and Section 7).

2.2 Territory and Geographic Restrictions

2.2.1 United States Only. The Services are provided for use exclusively in the United States. You agree not to access or use the Services from, or for the benefit of, any jurisdiction outside the United States.

2.2.2 Feature Availability. Certain features (e.g., telephony, A2P/10DLC messaging, payment integrations, or vendor integrations) may be limited by carrier, vendor, regulatory, technical, or risk-management constraints and may not be available in all U.S. states or at all times.

2.2.3 Export Controls and Sanctions. You represent that you are not located in, under the control of, or a national or resident of any embargoed or sanctioned country or territory, and that you are not identified on any U.S. government restricted-party list (including, but not limited to, OFAC’s SDN List, BIS’s Entity List, or similar). You agree not to use the Services in violation of U.S. export control, sanctions, or anti-boycott laws.

2.3 Capacity to Contract; Age; Parent/Guardian Consent

2.3.1 Capacity. You (and each user you authorize) represent and warrant that you have the legal capacity and authority to enter into this Agreement and to use the Services.

2.3.2 Age / Minor Users. Solto does not set a fixed minimum age in these Terms; however, a valid, enforceable contract is required. If any user is under the age of majority in their state of residence, then a parent, legal guardian, or duly authorized business representative must accept these Terms on the user’s behalf and must supervise use of the Services. Solto may, in its discretion, refuse, limit, or terminate access by any user who cannot demonstrate contractual capacity and proper authorization.

2.3.3 Educational or Training Uses. If the Services are used in an educational or training context, the responsible institution or program administrator must ensure all required permissions and consents are obtained for participating users.

2.4 Entity Users; Authority; Responsibility

2.4.1 If you create or use an account on behalf of a company, brokerage, team, or other entity (an “Organization”), you represent and warrant that you are duly authorized to bind the Organization to these Terms.

2.4.3 Downstream Terms and Privacy. If you grant access to your clients, leads, or end users, you must implement and enforce downstream terms of service and a privacy policy that are consistent with and at least as protective as this Agreement and Solto’s Privacy Policy. You must obtain and maintain all consents and permissions for data collection, use, and communications.

2.5 User Categories and Role Definitions

2.5.1 Account Owner. The natural person or entity designated as the holder of record for a subscription or Organization. The Account Owner: (a) controls billing and subscription settings; (b) may add or remove seats; (c) sets Organization-level permissions; and (d) serves as the primary point of contact.

2.5.2 Organization. A company, brokerage, team, or other legal entity on whose behalf the Account Owner subscribes. An Organization may have one or more sub-accounts and multiple seats.

2.5.3 Authorized Users. Individuals invited or permitted by the Account Owner or admins to access the Services under the Organization’s subscription. Authorized Users must accept these Terms and are bound by them.

2.5.4 Admins/Managers. Authorized Users with elevated permissions (e.g., user management, configuration, or data access). Admins must enforce appropriate controls to protect the Organization’s data and compliance posture.

2.5.5 Vendors/Service Providers. Third parties who may be granted access in order to provide services to the Organization (e.g., marketing, bookkeeping, transaction coordination). Vendors granted access become Authorized Users for purposes of these Terms and must comply accordingly.

2.5.6 Brokerage Users. Users enrolled in an active Brokerage Plan with Solto Realty (Texas only, at present). Brokerage Users are additionally subject to brokerage-specific agreements and policies (see Section 7).

2.6 Eligibility Screening and Verification

2.6.1 General Verification. Solto may, at any time and in its sole discretion, request information to authenticate identity or authority (e.g., legal name, government ID, entity documents, or proof of role), and may deny, limit, suspend, or terminate access if information is incomplete, inaccurate, or not timely provided.

2.6.3 Telecom Registration (Messaging). Users who send SMS/MMS must complete A2P/10DLC brand and campaign registration and comply with carrier rules, as described in Section 8. Solto (or its vendors) may approve, deny, suspend, or revoke messaging capabilities at any time to manage risk, compliance, or carrier requirements.

2.6.4 Integrations and Third-Party Services. Access to certain integrations or marketplace items may require additional verification/consents, acceptance of third-party terms, or third-party approval. Failure to complete or maintain such requirements may result in loss of access to the applicable features.

2.7 Compliance Representations

2.7.1 Legal Compliance. You represent and warrant that your use of the Services will comply with all applicable laws, rules, and regulations, including, without limitation, privacy/data protection, consumer protection, telemarketing, anti-spam, do-not-call, recording/monitoring consent, e-signature, advertising, fair housing, real-estate licensing, MLS/IDX rules, and intellectual property laws and obligations.

2.7.2 Consent and Authorization. You are solely responsible for obtaining and maintaining all required consents and authorizations from your clients, leads, contacts, employees, and third parties for collection and processing of data and for communications initiated via the Services (including SMS, MMS, email, and calls).

2.7.3 Accuracy of Information. You represent and warrant that all information you provide to Solto (including for identity, licensing, billing, A2P registration, and integrations) is true, accurate, current, and complete, and that you will promptly update such information as needed.

2.8 Prohibited Persons and High-Risk Uses

2.8.1 Restricted Parties. You (and your Authorized Users) must not be: (a) listed on any restricted-party list maintained by a U.S. government agency; (b) located in or ordinarily resident of an embargoed/sanctioned country or territory; or (c) otherwise prohibited from receiving the Services under U.S. law.

2.8.2 High-Risk/Restricted Uses. You must not use the Services in connection with activities that are illegal, harmful, deceptive, or that pose unusual risk to consumers or the platform, including but not limited to: a) unlawful discrimination or violations of fair-housing or consumer-protection laws; b) deceptive, misleading, or unfair marketing practices; c) unlawful lead acquisition, scraping, or data brokering; d) sending communications without proper consent; e) harvesting or processing sensitive information without appropriate legal basis; or f) any activity prohibited by the Acceptable Use Policy/Code of Conduct (Exhibit A) or by carrier/telecom rules.

2.9 Geographic and Feature-Level Constraints

2.9.1 Carrier/Vendor Constraints. Carriers, telecom providers, and third-party vendors may impose rules, limits, or eligibility standards that Solto must enforce. You agree that Solto may limit, suspend, or modify features or throughput (e.g., messaging rates, daily caps, content filters) to comply with such requirements.

2.9.2 Regulatory Constraints. Where regulators impose content or consent standards, you are responsible for meeting them. Solto may disable or restrict features if your use presents a compliance risk.

2.9.3 No Guarantee of Availability. Solto does not guarantee that any particular feature, integration, or vendor service will be available or uninterrupted in every U.S. state or at all times.

2.10 Ongoing Eligibility; Suspension; Termination

2.10.1 Continuous Obligation. Eligibility is ongoing. If your circumstances change (e.g., license lapse, sanctions, non-payment, risk indicators), Solto may review eligibility and suspend or terminate access to some or all Services in accordance with this Agreement.

2.10.2 Investigations. Solto may investigate suspected violations of these Terms or applicable law and may request cooperation and supporting documentation. Failure to cooperate may result in suspension or termination.

2.10.3 No Liability for Enforcement Actions. Solto will not be liable to you or to any third party for any limitation, suspension, or termination of access (including, without limitation, messaging disablement or integration deauthorization) undertaken in good faith to comply with law, carrier/vendor requirements, or risk-management policies.

2.11 No Obligation to Onboard; Right to Refuse Service

2.11.1 Discretion to Decline. Solto reserves the right to refuse, limit, or discontinue service to any person or entity, at any time, where Solto reasonably believes doing so is necessary to comply with law, protect the Services or other users, manage risk, or for any other lawful business reason.

2.11.2 Conditional Access. Solto may grant conditional or probationary access, require additional assurances, or mandate specific configurations (e.g., consent checks, content templates, or suppression lists) as a condition of continued use.

2.12 Reliance on Your Representations

2.12.1 Material Reliance. Solto relies on the truth, accuracy, and completeness of the representations and warranties you make in this Section (and throughout the Agreement). These are material to Solto’s decision to provide the Services to you.

2.12.2 Remedies. Any breach of these representations and warranties may result in immediate suspension or termination, and may give rise to indemnification obligations, fees, or other remedies described in this Agreement and under applicable law.

2.13 Relationship to Other Sections

2.13.1 This Section 2 works in conjunction with: (a) Section 3 (Accounts, Seats & Ownership Disputes); (b) Section 6 (Third-Party Services, Integrations & Marketplace); (c) Section 7 (Brokerage Note); (d) Section 8 (Communications & A2P); and (e) Exhibit A (Acceptable Use/Code of Conduct). In the event of overlap, the more specific terms apply to the relevant feature or user category.

3.1 Account Registration and Identity

3.1.1 Where and how to register. You create an account through gosolto.com (or another URL we specify) by providing required information and completing checkout. Billing is processed by Stripe and tied to your Solto account.

3.1.2 Accurate information. You must provide true, current, and complete information (e.g., legal name or entity name, email, billing address, payment method) and promptly update it when it changes.

3.1.3 Authority to bind. If you create or administer an account on behalf of an Organization (company, brokerage, team, or other entity), you represent and warrant that you are duly authorized to bind that Organization and to designate an Account Owner and Admins.

3.1.4 One account; no evasion. You agree not to create multiple accounts to evade fees, limits, suspensions, or enforcement actions. We may consolidate or suspend duplicative or evasive accounts.

3.1.5 Geographic scope. Accounts are for United States use (see Section 2). We may deny or disable access outside the U.S. or where required by law, carrier, vendor, or risk controls.

3.2 Account Roles and Delegation

3.2.2 Admins. The Account Owner may grant one or more users Admin permissions (e.g., user management, configurations, integrations, data access). Admins act for the Organization and must follow least-privilege and separation-of-duties practices where possible.

3.2.3 Authorized Users. Anyone given access under your subscription (employees, contractors, vendors) is an Authorized User and must accept and comply with these Terms. You are responsible for their acts and omissions.

3.2.4 Vendors/Service Providers. If you grant a third party access (e.g., a marketing firm, bookkeeper, transaction coordinator), you remain responsible for that third party. You must have an appropriate written agreement with them (e.g., confidentiality, data protection, and compliance obligations).

3.2.5 Downstream access for your clients. If you allow your clients or end users to log in or receive outputs, you must implement and enforce downstream terms and privacy notices consistent with this Agreement and obtain all necessary consents (see Section 2).

3.3 Seats, Licensing Model, and Reassignment

3.3.1 Per-seat licensing. Plans (Starter, Essential, Professional) are priced per seat. Each seat is for one named human. Sharing credentials or simultaneous multi-person use of a single seat is prohibited.

3.3.2 Reassigning a seat (Seat Exchange). You may reassign a seat to a different user (e.g., when an employee leaves). A reassignment does not change your total seat count or billing for the current term.

3.3.4 Seat-based features. Some features and limits are applied per seat (e.g., daily messaging caps, AI rate limits). You are responsible for managing allocation and compliance.

3.4 Credentials, Security, and Account Protections

3.4.1 Confidential credentials. Keep logins, passwords, recovery codes, and API keys confidential. Do not share them or store them in plain text. You are responsible for all activities under your credentials.

3.4.2 Two-Factor Authentication (2FA). Solto may require or allow 2FA for some or all users. You agree to enable and maintain 2FA when requested. Failure to do so may result in limited or suspended access.

3.4.3 SSO/Identity Providers. If you enable SSO (e.g., Google, Microsoft, Okta), you are responsible for your identity provider configuration, user provisioning, and enforcement of security policies.

3.4.4 API keys and webhooks. If your plan includes API access, you must rotate keys, restrict scopes, and protect endpoints (e.g., secret validation on webhooks). You must notify Solto immediately if keys are compromised.

3.4.5 Malware and testing. Do not run vulnerability scans, pentests, or automated scraping without written authorization. Do not upload malware or attempt to bypass security controls.

3.4.6 Incident reporting. Notify Solto promptly of any unauthorized access, suspected compromise, or lost/stolen device with access to the Services. We may require password resets, 2FA, or other remediation.

3.4.7 Audit trails. Solto may maintain logs of user activity for security, compliance, and support. You acknowledge these logs are Solto materials (see Section 9 on data roles).

3.5 Account Access by Solto (Support, Compliance, Risk)

3.5.1 Limited support access. You authorize Solto personnel to access your account as necessary to provide support, configure features you request, investigate issues, or enforce these Terms—applying the least privilege necessary.

3.5.2 Compliance/risk controls. We may inspect settings, message samples, or usage patterns to address abuse, fraud, carrier compliance, or safety concerns (including A2P/10DLC and anti-spam rules).

3.5.3 Confidentiality. Solto personnel are bound by confidentiality obligations. We will not disclose your non-public information except to provide the Services, comply with law, or as permitted in this Agreement and the Privacy Policy.

3.6 Ownership of the Account; Evidence Hierarchy

3.6.1 General principle. The Account Owner of record controls the account and associated data, subject to these Terms.

3.6.3 No duty to arbitrate disputes. Solto is not an arbiter of ownership disputes. Solto may suspend, freeze changes, or place the account into a read-only or admin-hold state until the parties resolve the dispute or present a final court order.

3.6.4 Indemnity. The parties to an ownership dispute agree to indemnify and hold Solto harmless from claims, costs, or losses arising from Solto’s good-faith actions under this Section.

3.7 Transfers, Change of Control, and Business Events

3.7.1 Transfers by users. You may not sell, assign, or otherwise transfer the account or any rights in the Services without Solto’s prior written consent, except seat reassignments as permitted in Section 3.3.

3.7.2 Mergers and acquisitions. If your Organization undergoes a merger, acquisition, asset sale, or change of control, you must provide prompt written notice and supporting documentation. Solto may require a new order form or updated billing and Account Owner designation.

3.7.3 Dissolution or departure. If an Organization dissolves or key admins depart, Solto may grant temporary access to an authorized successor upon reasonable proof and may otherwise place the account on admin hold pending resolution.

3.7.4 Transfers by Solto. Solto may assign or transfer rights or obligations under these Terms as permitted in Section 19 (Assignment; Entire Agreement).

3.8 Trials, Sandboxes, and Beta/Early Access

3.8.1 Trials and promos. Free trials and promotional offers are provided as-is and may be modified or terminated at any time. Some features may be limited or disabled during a trial.

3.8.2 Sandbox environments. If a sandbox or test environment is provided, you must not use production personal data in the sandbox. Data may be deleted at any time without notice.

3.8.3 Beta/Early access features. Beta features are experimental, may be untested or incomplete, and may be changed or discontinued without notice. No SLA or support commitment applies to Beta features, and you assume all risk from their use.

3.9 Payments Portal, Billing Contacts, and Notices

3.9.1 Stripe portal. Billing, invoices, payment methods, and receipts are managed via Stripe (or our then-current processor). You consent to receive electronic invoices and receipts.

3.9.2 Billing contacts. You must maintain an up-to-date billing email and legal notice email. Notices are effective when sent to the last email(s) on file (see Section 18).

3.9.3 Delinquency effects. Failed payments or chargebacks may trigger seven (7) days to update payment details; after that, access may be paused. Any arrears must be cured before reactivation (see Section 5).

3.10 Account Recovery and Closure

3.10.1 Recovery. If you lose access to the Account Owner email, we may (but are not required to) grant recovery based on evidence (Section 3.6.2). We may refuse recovery if the risk of wrongful access is high.

3.10.2 Closure by you. You may cancel per the product UI. Cancellation stops future renewals; it does not entitle you to refunds (see Section 5).

3.10.3 Post-termination data. After termination, we may retain your data for up to ninety (90) days for potential reactivation and support, after which it may be deleted or archived at our discretion, subject to legal holds (see Section 9).

3.11 Misuse, Abuse, and Risk Controls

3.11.1 Abuse and evasion. Creating accounts to evade A2P/10DLC rules, carrier policies, rate limits, or prior enforcement is prohibited. We may block numbers, disable messaging, or suspend accounts.

3.11.2 Automations and AI. Use of automations, bots, or AI to mass-register accounts, bypass protections, or generate spam is prohibited (see Exhibit A and Exhibit B).

3.11.3 Protective actions. Where we reasonably suspect risk, fraud, or violation of law or carrier rules, we may throttle, challenge, disable features, or suspend access, with or without notice.

3.12 Relationship to Other Sections

3.12.1 This Section should be read with: Section 2 (Eligibility & Territory), Section 5 (Plans, Fees, Billing & Taxes), Section 6 (Third-Party Services & Integrations), Section 8 (Communications & A2P), Section 9 (Data, Privacy & Retention), Section 14 (Suspension & Termination), and Exhibit A/B (Acceptable Use & AI).

4.1 Permitted Use; Business Purpose; Your Responsibilities

4.1.1 Business/Professional Use. You agree to use the Services solely for lawful business or professional purposes, in accordance with these Terms and all applicable laws, rules, and industry standards.

4.1.2 Configuration & Controls. You are responsible for configuring the Services (e.g., user roles, permissions, contact opt-ins/opt-outs, suppression lists, custom fields, phone/email settings), and for verifying the accuracy of your data, content, and outbound communications.

4.1.3 Downstream Users. If you grant access to employees, contractors, vendors, or your own clients/end users, you must (a) bind them to terms and a privacy policy at least as protective as these Terms and Solto’s Privacy Policy, (b) obtain all necessary consents, and (c) monitor and enforce their compliance. You are responsible for their acts and omissions.

4.1.4 Third-Party Terms. Certain features (e.g., telecom, email deliverability, payment rails, MLS/IDX feeds, Integrations/Marketplace) rely on third parties. You must comply with their terms, policies, and usage limits in addition to ours.

4.1.5 No Reliance; Professional Review. You acknowledge the Services (including AI-generated outputs) are tools. You are solely responsible for reviewing outputs, ensuring accuracy and legality, and for all decisions made or actions taken in reliance on any content produced or transmitted via the Services.

4.2 General Restrictions (All Users)

Without limiting Exhibit A, you must not:

4.2.1 Violate Law. Use the Services for any activity that violates federal, state, or local law or regulation (including privacy, consumer protection, telemarketing, spam/anti-spam, do-not-call, recording-consent, fair housing, advertising, intellectual property, and data-protection laws).

4.2.2 Infringe Rights. Upload, post, transmit, or otherwise process content that infringes or misappropriates any patent, copyright, trademark, trade secret, publicity, or other rights of any person.

4.2.3 Harass or Discriminate. Engage in harassment, threats, hate, defamation, or unlawful discrimination (including conduct contrary to fair housing or equal-opportunity requirements).

4.2.4 Impersonation or Deception. Impersonate any person or entity; misrepresent your identity, affiliation, or authorization; or conduct deceptive, misleading, or unfair marketing practices.

4.2.5 Malware/Security Abuse. Upload malware; probe or test the security of the Services without written authorization; bypass or attempt to bypass security/technical restrictions; or disrupt the Services.

4.2.6 Scraping/Harvesting. Access or collect data via scraping, crawling, or automated harvesting beyond the ordinary functionality of provided APIs or UI, or in a manner that violates robots/headers, technical controls, or third-party terms.

4.2.7 Reverse Engineering. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Services (except to the limited extent expressly permitted by applicable law notwithstanding this restriction).

4.2.8 Resale/Service Bureau. Resell, lease, sublicense, or provide the Services on a service bureau basis without Solto’s prior written consent, except as expressly permitted by your plan (e.g., permitted white-label under Section 10).

4.2.9 Benchmarking/Public Tests. Publish benchmarks, uptime tests, load tests, or performance results of the Services (or compare them to competitors) without our prior written consent.

4.2.10 Circumvention/Evasion. Circumvent rate limits, A2P/10DLC requirements, message classification rules, throughput caps, or any enforcement or pricing mechanism; create multiple accounts to evade rules; or cycle numbers/domains to defeat compliance controls.

4.2.11 High-Risk Uses. Use the Services for high-risk activities where failure could lead to death, personal injury, or severe environmental or property damage (e.g., critical infrastructure, medical devices, aviation navigation), or for unlawful financial services, illegal substances, or other restricted industries called out in Exhibit A.

4.3 Communications: SMS/MMS, Email, Voice (Overview)

4.3.1 Consent & Content. You are the sender/advertiser/telemarketer. You represent and warrant that all communications (SMS/MMS, email, voice) comply with TCPA, TSR, CAN-SPAM, state mini-TCPAs, DNC rules, carrier codes, and any other applicable standards, and that you have prior express (written) consent where required.

4.3.2 A2P/10DLC Registration. For messaging, you must complete A2P brand and campaign registration before sending application-to-person messages, comply with content and throughput rules, and maintain accurate campaign descriptions. Numbers used for messaging are subject to carrier vetting and may be blocked or filtered by carriers or vendors for non-compliance.

4.3.3 Recording/Monitoring. If you record or monitor calls, you must comply with one-party/two-party consent laws and provide clear notice and consent mechanisms as required.

4.3.4 Deliverability & Filtering. Deliverability, filtering, and spam-folder placement are impacted by your content, reputation, configuration, and recipient behavior. Solto does not guarantee delivery and may throttle, filter, or suspend traffic to manage risk or comply with carrier/vendor directives.

4.4 MLS/IDX and Real-Estate Data Uses (If Applicable to Your Plan)

4.4.1 MLS/IDX Rules. If you access MLS/IDX data through the Services or Integrations, you must comply with all applicable MLS/IDX rules, display guidelines, attribution requirements, data freshness standards, and any license agreements.

4.4.2 No Unauthorized Redistribution. You may not republish, redistribute, sublicense, or expose MLS/IDX datasets to third parties except as expressly permitted under applicable MLS/IDX licenses and these Terms.

4.4.3 Revocation. Solto (and any MLS/IDX provider) may suspend or revoke access to MLS/IDX data for violations or at the provider’s direction. You acknowledge that violations can trigger significant penalties imposed by MLS/IDX organizations, for which you are solely responsible.

4.5 API, Webhooks, and Integrations

4.5.1 Use of APIs. API keys are confidential and may not be shared. You must implement reasonable security (e.g., token storage, TLS, origin validation). You agree to comply with rate limits, method-specific rules, and fair-use policies that Solto may publish or update.

4.5.2 Webhooks. You are responsible for securely receiving and verifying webhook events (e.g., signature checks, idempotency) and for handling retries and error codes. Webhook payloads may change over time; your code should be backward-compatible where feasible.

4.5.3 Integration Permissions. By enabling an Integration or Marketplace item, you authorize Solto to share and receive data with the relevant third party as necessary to provide the integration. You are responsible for ensuring you have authority to share such data and that your privacy notices disclose such sharing.

4.5.4 Third-Party Breakage. Integrations may change or break due to third-party updates, outages, or policy changes. Solto is not responsible for third-party performance or data loss. We may modify, suspend, or remove integrations at any time (see Section 6 and Section 17).

4.6 Content Standards and Data Responsibilities

4.6.1 Your Content. You are solely responsible for all data, text, images, recordings, files, templates, prompts, AI instructions, and outputs you upload, generate, or transmit (“Your Content”).

4.6.2 No Sensitive Data Without Basis. Do not upload or process sensitive personal data (e.g., health data, government IDs, financial account numbers, biometric data) unless you have a lawful basis, appropriate consents, and implement appropriate safeguards.

4.6.3 Accuracy. You are responsible for verifying the accuracy and legality of Your Content (including AI outputs) and for promptly correcting or deleting inaccurate or unlawful content.

4.6.4 Prohibited Content. Without limitation, you must not use the Services for content that is illegal, exploitative, fraudulent, malicious, sexually explicit involving minors, or otherwise prohibited by Exhibit A or carrier/vendor rules.

4.6.5 User-Generated Content Flows. If you collect UGC from your clients/leads (forms, uploads, replies), you must publish and enforce acceptable use rules at least as strict as Exhibit A and promptly moderate and remove unlawful content when notified.

4.7 AI Features and Automations (See Exhibit B)

4.7.1 Review Required. AI features can generate incorrect, biased, or non-actionable outputs. You must review and approve outputs before use or publication. Human oversight is required.

4.7.2 No Professional Advice. AI features do not provide legal, financial, medical, or other professional advice. Do not represent AI outputs as professional advice or as guaranteed accurate or complete.

4.7.3 Prompt & Output Responsibility. You are responsible for your prompts, training inputs (if applicable), and outputs. You must not use AI to generate unlawful content, phishing, spam, deepfakes without disclosure, or content that infringes third-party rights.

4.7.4 Safety & Compliance. Solto may filter, block, or restrict AI use cases to comply with safety, IP, or regulatory requirements and may log prompts/outputs for abuse detection and quality.

4.8 Fair Use, Rate Limits, and Throughput Management

4.8.1 Fair Use. The Services include fair-use expectations designed to ensure quality and stability for all customers. Excess usage that materially degrades performance may be throttled or limited.

4.8.2 Rate Limits. Solto may set or adjust per-seat, per-sub-account, or per-organization limits (e.g., API calls per minute, messages per day, concurrent jobs). You agree to respect these limits and any automated backoff or retry-after signals.

4.8.3 Abuse Controls. To protect the Services, Solto may apply automated or manual controls (e.g., anomaly detection, content filters, greylisting, temporary blocks). We may also require additional verification or remediation steps as a condition of continued use.

4.9 Competitive Access and Evaluation

4.9.1 No Competitive Use. You must not access the Services for the purpose of building a competing product, copying features/UI, or evaluating functionality for competitive advantage.

4.9.2 No Public Evaluation. You must not publish reviews or analyses that contain non-public information, internal documentation, test credentials, or confidential material gained through the Services.

4.9.3 Feedback to Solto. If you provide feedback or suggestions, you grant Solto an irrevocable, worldwide, royalty-free license to use it (see Section 10).

4.10 Enforcement; Investigations; Remedies

4.10.1 Monitoring & Investigation. Solto may monitor usage (in compliance with the Privacy Policy) and investigate any suspected violation of this Section, Exhibit A, Exhibit B, or applicable law. We may request information and your cooperation.

4.10.2 Protective Actions. If we believe a violation or risk exists, we may, with or without notice: a) warn or coach you on compliance; b) throttle or disable specific features (e.g., messaging, AI, API); c) remove or quarantine content; d) suspend or terminate access (account-wide or per-feature); e) block numbers/domains, deauthorize integrations, or rotate keys; f) report activity to carriers, vendors, MLS/IDXs, or regulators; and/or g) pursue legal remedies.

4.10.3 No Liability for Enforcement. Solto is not liable for any actions taken in good faith to enforce this Section, comply with law or vendor/carrier directives, or protect the Services and other users.

4.10.4 Costs and Indemnity. You agree to indemnify Solto for costs, damages, penalties, and third-party claims arising out of your (or your users’) violation of this Section or applicable law, including carrier/MLS penalties, regulatory fines, content/IP claims, or consumer complaints.

4.11 Relationship to Other Sections

4.11.1 This Section should be read together with: Section 2 (Eligibility & Territory), Section 3 (Accounts & Security), Section 6 (Third-Party Services & Integrations), Section 7 (Brokerage Note), Section 8 (Communications & A2P), Section 9 (Data & Privacy), Section 10 (IP & White-Label), and Exhibits A & B.

5.1 Plan Structure; Per-Seat Licensing; Term Lengths

5.1.1 Plan Tiers. Solto offers subscription plans currently titled Starter, Essential, and Professional (each, a “Plan”). The features, limits, and entitlements for each Plan are described in the applicable order page, pricing page, UI, or order form (collectively, the “Plan Description”).

5.1.2 Per-Seat Licensing. Plans are billed per seat (one named individual per seat). Seat sharing or simultaneous multi-user access to a single seat is prohibited (see Section 3).

5.1.3 Monthly vs. Annual Terms. Plans are offered on monthly or annual terms, as selected at checkout. The “Term” means the initial monthly or annual period, plus any renewal periods.

5.1.4 Organizations & Sub-Accounts. An Organization (or “sub-account”) may purchase multiple seats. The Account Owner controls seat counts and assignments. Seat pricing may vary by Plan and the number of seats purchased.

5.1.5 Feature Availability. Some features (e.g., telephony/A2P messaging, certain Integrations/Marketplace items) may be available only on specific Plans or as paid add-ons with separate pricing.

5.2 Free Trials; Promotions; Coupons

5.2.1 Free Trials. If a free trial is offered, it begins when you register for the trial and converts automatically to a paid Plan at the end of the stated trial period unless you cancel through the UI before the trial ends. Trials are provided as-is and may be changed or discontinued at any time.

5.2.2 Promotions & Coupons. Promotional pricing, coupon codes, or limited-time offers (collectively, “Promotions”) are non-transferable, may be revoked at Solto’s discretion if abused, and apply only as explicitly described (e.g., first month free, discounted first term). Unless expressly stated, Promotions do not stack and do not apply to pass-through/usage charges (e.g., telecom).

5.2.3 Eligibility & Fair Use. Solto may restrict Promotions to new customers, new sub-accounts, or specific Plans, and may deny or reverse a Promotion if it was obtained through misrepresentation, duplicate accounts, or other abuse.

5.3 Prices; What’s Included; Pass-Through/Usage Fees

5.3.1 Base Subscription Fees. Plan fees cover the software platform access as set forth in the Plan Description.

5.3.3 No Price Guarantee on Pass-Through. Pass-through/usage fees are subject to third-party changes without notice; Solto may adjust your invoicing to reflect such changes effective when imposed upstream.

5.3.4 Taxes (Current Approach). As of the effective date, prices include applicable taxes where Solto is the seller of record. This may change; if tax handling changes, Solto may begin itemizing and charging taxes separately. See 5.10 for pricing change notices.

5.4 Auto-Renewal; Cancellations; Effect of Cancellation

5.4.1 Auto-Renewal. All subscriptions auto-renew for successive monthly or annual Terms (as applicable) until canceled by the Account Owner through the product UI (see Section 3.10).

5.4.2 When Cancellation Takes Effect. Cancellation takes effect at the end of the current Term (monthly or annual) and prevents the next auto-renewal. No refunds are provided for early termination or unused time (see 5.7).

5.4.3 Post-Cancellation. Upon cancellation, your account may remain active (with access limited per your Plan) through the end of the Term. After the Term ends, access ceases and post-termination data handling follows Section 9 and Section 14.

5.5 Adding/Removing Seats; Upgrades/Downgrades; Proration

5.5.1 Adding Seats. Additional seats purchased during a Term are billed at the then-current per-seat rate and, where supported by Stripe, may be prorated for the remainder of the Term.

5.5.2 Removing Seats. Decreasing seat counts typically takes effect at the next renewal (unless your Plan/UI expressly permits mid-term decreases). Removing a seat mid-Term does not trigger a refund or credit.

5.5.3 Upgrades. Upgrading to a higher Plan (or enabling paid add-ons) may be billed immediately and prorated through the end of the current Term.

5.5.4 Downgrades. Downgrading to a lower Plan takes effect at the next renewal, unless otherwise specified. Downgrades may reduce or remove features/limits.

5.6 Payment Processing; Invoices; Currency

5.6.1 Stripe. Billing is processed by Stripe (or Solto’s then-current processor). You authorize Solto and Stripe to store and charge the payment method(s) you provide for all fees due (base fees, pass-through/usage, taxes, and any other charges).

5.6.2 Invoices & Receipts. Invoices/receipts are provided electronically to the billing email on file. You are responsible for maintaining current billing contact information.

5.6.3 Currency. Unless stated otherwise at checkout, all amounts are in U.S. Dollars (USD).

5.6.4 Payment Method Changes. You must keep a valid payment method on file. Solto may require you to update your payment method at any time to ensure uninterrupted service.

5.7 Refunds; Non-Refundable Amounts

5.7.1 No Refunds. All fees are non-refundable, including prepaid amounts, unused time, and partial months/years, except where required by law or if Solto expressly states otherwise in writing.

5.7.2 Trials & Promotions. Trial conversions, promotional discounts, and coupons are not refundable and will not be prorated if you cancel early.

5.7.3 One-Time Exceptions. Solto may, in its sole discretion, issue a goodwill credit; such credits are non-transferable, non-refundable, and may be applied only to future fees within the same account.

5.8 Failed Payments; Chargebacks; Suspension; Reactivation

5.8.1 Grace Period. If a payment attempt fails or a chargeback occurs, you have seven (7) days to cure by updating your payment method or resolving the chargeback.

5.8.2 Suspension/Pause. If not cured within seven (7) days, Solto may pause or suspend access to some or all Services (including messaging/telecom and Integrations) until all outstanding amounts are paid.

5.8.3 Back-Charges & Catch-Up. Upon cure, Solto will back-charge any missed amounts. Access may remain suspended until all arrears are satisfied.

5.8.4 Reactivation. Reactivation may be subject to an administrative fee, number re-provisioning, carrier re-vetting (for A2P), or other re-enablement steps.

5.8.5 Collections. If unpaid amounts are sent to collections, you are responsible for reasonable costs of collection (including fees, expenses, and attorneys’ fees).

5.9 Billing Disputes; Errors; Overages

5.9.1 Dispute Window. You must notify Solto of any billing dispute or error within thirty (30) days of the invoice date by contacting support via the method indicated in your account. Provide specific details (invoice number, line items, reason).

5.9.2 Good-Faith Payment. Undisputed amounts must be paid when due. Failure to pay undisputed amounts may result in suspension even if you dispute other line items.

5.9.3 Resolution. If Solto determines an error occurred, we will credit or adjust the invoice or a future invoice. If usage or pass-through charges were understated, Solto may rebill the shortfall.

5.10 Pricing Changes; Notice

5.10.1 Base Subscription Fees (Notice). Solto will provide at least thirty (30) days’ prior notice (email and/or in-app) before increasing base subscription fees for your Plan’s next renewal Term.

5.10.2 Pass-Through/Usage Fees (No Notice). Third-party-driven pass-through/usage fees (e.g., carrier surcharges, A2P fees, per-segment SMS rates) may change without prior notice and take effect when imposed by the relevant vendor/carrier.

5.10.3 Taxes (Change of Handling). If Solto changes how it handles taxes (e.g., moves from tax-included to tax-added), Solto will provide reasonable advance notice and update invoices accordingly going forward.

5.11 Numbers, Messaging Capacity, and Telecom-Related Fees

5.11.1 Provisioning. Phone numbers (DIDs), short codes, and messaging/calling capacity may be provisioned via third parties and are subject to availability and carrier/vendor rules.

5.11.2 A2P/10DLC. Brand/campaign registration fees, vetting, and carrier surcharges are pass-through charges and are non-refundable, even if your campaigns are later paused, rejected, or filtered by carriers.

5.11.3 Release/Reassignment. If your account is canceled, suspended, or unpaid, numbers may be released or reassigned and may not be recoverable. Re-provisioning may incur fees and delays.

5.11.4 Compliance Costs. Penalties or fines from carriers, regulators, MLS/IDX bodies, or vendors resulting from your content or usage are your responsibility and may be invoiced to you.

5.12 Taxes; Withholding; Regulatory Charges

5.12.1 Your Responsibility. You are responsible for any sales, use, VAT, GST, communications, regulatory, or similar taxes/fees that apply to your purchases (except taxes on Solto’s income). As noted above, Solto may include or itemize applicable taxes and fees, depending on jurisdiction and timing.

5.12.2 Exemption Certificates. If you are tax-exempt, provide a valid exemption certificate prior to purchase; otherwise taxes may be charged and not refunded.

5.12.3 Withholding. If any law requires you to withhold amounts from payments to Solto, you must gross up the payment so Solto receives the full amount it would have received had no withholding been required.

5.13 Credits; Prepayments; Gift Codes

5.13.1 Account Credits. Any credits issued by Solto (e.g., goodwill, service credits) are non-cash, non-transferable, and expire if not used within the stated period (or twelve (12) months if none is stated). Credits cannot be redeemed for refunds.

5.13.2 Prepaid Balances. If you maintain a prepaid balance for usage (e.g., telecom), Solto may draw down against that balance as usage accrues. You are responsible for keeping the balance sufficient to avoid service interruption.

5.13.3 Gift/Promo Codes. Gift or promo codes are subject to the specific terms provided with the code and may be limited by Plan, seat count, or region.

5.14 Resale, White-Label, and Sub-Billing (If Enabled by Your Plan)

5.14.1 Permission Required. Reselling or sub-billing Solto Services to downstream clients is not permitted unless expressly enabled by your Plan and Plan Description (or an executed addendum).

5.14.2 Downstream Responsibility. If enabled, you are responsible for collecting amounts from your clients, enforcing downstream terms & privacy, and indemnifying Solto against claims arising from your resale/sub-billing program.

5.15 No Setoff; No Withholding for Service Issues

5.15.1 No Setoff. You may not withhold or set off fees due to Solto based on alleged service issues or third-party failures; your remedies (if any) are those specifically described in these Terms.

5.15.2 Third-Party Failures. Outages or changes by carriers, vendors, or Integrations do not entitle you to refunds or credits unless Solto expressly states otherwise in writing.

5.16 Survival; Relationship to Other Sections

5.16.1 Survival. Your obligations to pay accrued and unpaid fees, taxes, pass-through/usage charges, penalties, or collection costs survive termination or expiration.

5.16.2 Cross-References. See Section 3 (Seats & Security), Section 6 (Third-Party Services & Integrations), Section 8 (Communications), Section 9 (Data & Privacy), Section 14 (Suspension & Termination), and Section 17 (Service Changes).

6.1 Definitions

6.1.1 Third-Party Services means software, data feeds, APIs, telecom and email services, add-ons, plug-ins, professional services, or other offerings provided by parties other than Solto, whether surfaced within the Services (e.g., Marketplace) or connected externally.

6.1.2 Integrations means technical connections (APIs, webhooks, OAuth, SSO, data syncs, iFrames, embeddables) enabling data flow or functionality between the Services and Third-Party Services.

6.1.3 Marketplace means Solto’s catalog, directory, or store where Third-Party Services and Integrations may be listed, described, or made available.

6.2 Contracting Models

6.2.1 Direct Model (User ↔ Vendor). In many cases, you contract directly with the third party (vendor terms, fees, privacy policy). Solto is not a party to that contract, does not control pricing or performance, and provides no warranties regarding such services.

6.2.2 Resold/Embedded Model (Solto ↔ User). In some cases, Solto may resell, bundle, or embed a Third-Party Service. Fees may appear on your Solto invoice as pass-through/usage charges (see Section 5). The third party remains responsible for its service-level performance and policies.

6.2.3 Professional/Implementation Services. If you hire a vendor (or Solto refers you to one) for implementation, marketing, bookkeeping, transaction coordination, or custom work, the engagement is between you and that vendor unless an executed order form states otherwise.

6.2.4 Priority of Terms. Your use of any Third-Party Service is governed by (i) the vendor’s terms (direct model) or (ii) the applicable Marketplace listing/order form + vendor terms (resold/embedded). These add to (and do not replace) this Agreement.

6.3 Data Sharing; Permissions; Authority

6.3.1 Your Authorization. By enabling an Integration or installing a Marketplace item, you authorize Solto to share, receive, access, process, and store data to and from such third parties as necessary to provide the Integration (including OAuth tokens, identifiers, metadata, contact records, content, logs, and usage signals).

6.3.2 Minimum Necessary. Solto endeavors to exchange the minimum necessary data for the stated purpose; however, you are responsible for configuring scopes, fields, and sync directions consistent with your policies.

6.3.3 Your Responsibility for Consents. You are solely responsible for ensuring you have all required rights and consents to share data with Third-Party Services (e.g., client consent for contact syncing, MLS/IDX data license, phone/email consents for deliverability tools).

6.3.4 Vendor Processing. Vendors may process data in accordance with their own privacy policies and data processing terms. Solto is not responsible for a vendor’s independent processing activities.

6.3.5 Revocation. You may disable an Integration at any time in your settings; revocation stops future data flows but does not automatically delete historical copies held by third parties. Manage deletions with the vendor.

6.4 Third-Party Terms; Policies; Licenses

6.4.1 Compliance Required. You must accept and comply with all applicable vendor terms, acceptable use policies, carrier codes, anti-spam/telecom rules, and license restrictions (including MLS/IDX display and attribution requirements).

6.4.2 License Scope. Your rights to Third-Party Services are limited to the scope granted by the vendor. You must not exceed permitted usage, user counts, geography, or feature sets.

6.4.3 Changes by Vendors. Vendors may modify their terms, features, or pricing. Such changes are outside Solto’s control and may impact your Integration or costs (see Section 5.10 for pass-through fees).

6.5 Availability; Performance; Support Boundaries

6.5.1 No Guarantee of Availability. Third-Party Services may be unavailable, degraded, or discontinued without notice. Solto does not guarantee that any Integration or vendor will remain available or compatible.

6.5.2 Support Boundary. Solto supports (a) the bridge between Solto and the vendor (e.g., connection health, field mapping UI, authentication flows) and (b) issues caused by Solto’s systems. Solto does not support vendor-side configuration, deliverability, carrier routing, vendor outages, or vendor bugs.

6.5.3 Troubleshooting Cooperation. You must cooperate in triage (logs, headers, message IDs, HAR files). Solto may direct you to the vendor’s support to resolve vendor-side issues.

6.6 Risk Allocation; Disclaimers

6.6.1 As-Is. Third-Party Services and Integrations are provided “AS IS” and “AS AVAILABLE.” Solto disclaims all warranties (express, implied, statutory) regarding Third-Party Services, including merchantability, fitness for a particular purpose, accuracy, non-infringement, and quiet enjoyment.

6.6.2 Your Risk. You assume all risk for selecting and using Third-Party Services (including data loss, corruption, downtime, filtering, or policy enforcement by carriers/vendors).

6.6.3 No Agency. Vendors are independent of Solto; no partnership, agency, or joint venture is created by listing or integration.

6.7 Security; Credentials; API Keys

6.7.1 Credential Handling. You must safeguard vendor credentials, tokens, secrets, and API keys. Store secrets securely and rotate them regularly. You are responsible for activities performed using your credentials.

6.7.2 Endpoint Security. Secure your endpoints that receive webhooks or data from vendors (TLS, signature verification, least-privilege inbound firewall rules).

6.7.3 Incident Response. If credentials are compromised, you must immediately revoke/rotate them and notify Solto if Solto-side connections are affected.

6.8 Configuration; Mapping; Data Integrity

6.8.1 Field Mapping & Transforms. You are responsible for field mapping, transformations, deduplication, and conflict resolution. Incorrect mappings can cause data loss or compliance issues.

6.8.2 Sync Direction & Conflicts. Choose uni- or bi-directional syncs carefully and specify conflict rules (e.g., “last write wins”). Solto may offer defaults, but you must validate outcomes.

6.8.3 Backups. Maintain your own backups/exports of critical data; do not rely on an Integration as your sole repository.

6.9 Suspension; De-Authorization; Removal

6.9.1 Solto Rights. Solto may suspend, throttle, de-authorize, or remove any Integration or Marketplace item at any time (with or without notice) to address security risks, abuse, legal obligations, carrier/vendor directives, or business changes.

6.9.2 Vendor/Carrier Directives. Vendors and carriers may require Solto to block, filter, or rate-limit specific traffic or clients. Solto may comply without liability.

6.9.3 Effect of Suspension. Suspension may disrupt data flows, messaging, or analytics. Solto is not liable for any resulting losses.

6.10 Fees; Pass-Through Charges; Taxes

6.10.1 Pass-Through & Usage. Third-party fees (e.g., A2P/10DLC registration, carrier surcharges, per-segment SMS rates, phone numbers, email ESP fees, verification services) are pass-through/usage charges billed per Section 5.

6.10.2 Price Changes. Pass-through rates may change at any time by vendors/carriers (see Section 5.10.2). Your continued use constitutes acceptance of the updated charges.

6.10.3 Taxes/Regulatory Fees. Taxes, telecom fees, and regulatory charges may apply and be invoiced in addition to base fees (see Section 5.12).

6.11 MLS/IDX; Data Licenses (If Applicable)

6.11.1 Licensing. Access to MLS/IDX data via an Integration requires valid licenses/permissions from the relevant MLS(s). You must comply with all display, attribution, refresh, and data-usage requirements.

6.11.2 No Redistribution. You may not resell, sublicense, or bulk-export MLS/IDX data to third parties unless expressly permitted by the MLS license.

6.11.3 Penalties. MLS/IDX bodies may impose significant penalties for violations. You are solely responsible for such penalties and agree to indemnify Solto (see Section 6.14 and Section 13).

6.12 Reviews; Listings; Vendor Content

6.12.1 Marketplace Content. Descriptions, pricing, and marketing materials in the Marketplace may be provided by vendors and are for informational purposes. Solto does not guarantee their accuracy.

6.12.2 User Reviews. Reviews or ratings of Third-Party Services reflect users’ opinions, not Solto’s, and may be moderated for abuse, conflict of interest, or policy violations.

6.12.3 No Endorsement. Listing in the Marketplace does not constitute endorsement, certification, or guarantee by Solto.

6.13 Intellectual Property; Open Source

6.13.1 Vendor IP. Third-Party Services remain the intellectual property of their respective owners. Your rights are limited to those explicitly granted by the vendor.

6.13.2 Open-Source Components. Some Integrations may rely on open-source software; your use is subject to the applicable OSS licenses. Where required, Solto will provide OSS notices.

6.14 Indemnification (Third-Party Services)

6.14.1 Your Indemnity. You will defend, indemnify, and hold harmless Solto, its affiliates, and their officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: a) your use of, or relationship with, any Third-Party Service; b) your violation of vendor terms, carrier codes, MLS/IDX rules, or license restrictions; c) your data sharing or lack of required consents/authorizations; d) vendor-side misconfigurations or errors; and e) pass-through charges, penalties, or regulatory actions attributable to your content or usage.

6.14.2 Tender/Cooperation. Solto will notify you of any claim for which it seeks indemnity and will reasonably cooperate (at your expense) in the defense. You will not settle any claim requiring admission of fault by Solto or imposing non-monetary obligations on Solto without Solto’s prior written consent.

6.15 Limitations of Liability (Third-Party Services)

6.15.1 Exclusions. To the fullest extent permitted by law, Solto is not liable for any indirect, special, incidental, punitive, exemplary, or consequential damages, lost profits/revenue, loss of goodwill, or loss/corruption of data arising from Third-Party Services or Integrations.

6.15.2 Cap (Recommended). Subject to Section 13, any direct liability of Solto related to Third-Party Services is limited as set forth in the Limitation of Liability section of these Terms.

6.16 Termination; Effect on Integrations

6.16.1 Upon Account Termination. On cancellation or termination of your account, Integrations will cease; phone numbers may be released, tokens revoked, and connections removed. Data already shared with a vendor may persist with that vendor per its policies.

6.16.2 Data Retrieval. Prior to termination, export any data you require from either Solto or the Third-Party Service. Solto does not guarantee post-termination access to Integration data (see Section 9 for retention).

6.17 Relationship to Other Sections

6.17.1 Read this Section together with: Section 4 (Acceptable Use), Section 5 (Fees & Pass-Through), Section 8 (Communications), Section 9 (Data & Privacy), Section 11 (AI Disclaimers), Section 13 (Liability & Indemnities), and Section 17 (Service Changes).

7.1 Entities; Scope; Relationship to “Solto” (Technology)

7.1.1 Brokerage DBA. “Solto Realty” is a doing-business-as (DBA) name of Solto LLC for licensed real-estate brokerage operations in the United States.

7.1.2 Designated Broker (Texas). Solto Realty’s Texas operations are overseen by Designated Broker: Amin Rad (TX License #499893). Texas Brokerage License #9015206.

7.1.3 Technology vs. Brokerage. “Solto” (without “Realty”) refers to the technology platform (software/CRM/telephony/AI/Integrations/Marketplace). Use of Solto software alone does not create a brokerage relationship. You must be accepted to a Brokerage Plan to receive brokerage services.

7.1.4 Modular Applicability. This Section 7 applies only to users with an active Brokerage Plan. If you are not on a Brokerage Plan, this Section does not apply, and no brokerage relationship exists.

7.2 Incorporated Brokerage Documents; Order of Precedence

7.2.1 Independent Contractor Agreement (ICA). All brokerage specifics are governed by the Solto Realty Independent Contractor Agreement and related brokerage policies, manuals, forms, and disclosures (collectively, the “Brokerage Documents”).

7.2.2 Incorporation by Reference. The Brokerage Documents are incorporated into these Terms for Brokerage Plan users.

7.2.3 Precedence. If there is a conflict between this Section 7 and the Brokerage Documents as to brokerage matters, the Brokerage Documents control; otherwise the general Terms apply.

7.3 Geographic Scope; Licensing; Eligibility

7.3.1 Current Operations. Solto Realty is presently active in Texas. Solto Realty may expand to additional states in the future; each state will require separate eligibility and onboarding steps.

7.3.2 Licensing Required. To affiliate with Solto Realty, you must (i) hold and maintain a valid, unexpired license in each jurisdiction of practice; (ii) complete brokerage onboarding; and (iii) comply with association/MLS requirements (as applicable).

7.3.3 Out-of-State Prohibition. You must not perform brokerage activities outside states where you are licensed and affiliated with Solto Realty unless permitted by law (e.g., lawful referrals).

7.3.4 Verification & Ongoing Eligibility. Solto Realty may verify licenses, association status, E&O compliance, and training at onboarding and any time thereafter, and may suspend or terminate brokerage affiliation if eligibility lapses.

7.4 Nature of Relationship; Independent Contractor Status

7.4.1 Independent Contractor. Brokerage agents are independent contractors, not employees, partners, or legal representatives of Solto Realty or Solto LLC. Nothing in these Terms creates an employment, franchise, joint venture, or agency by estoppel.

7.4.2 Control of Work. You control how, when, and where you perform your work, subject to law and the Brokerage Documents. You are responsible for your expenses, tools, marketing, and taxes (including self-employment and income taxes).

7.4.3 No Benefits. Brokerage agents are not eligible for employee benefits, unemployment insurance, or workers’ compensation from Solto.

7.5 Agent Responsibilities (Comprehensive)

Core Principle: As a Brokerage Plan user, you are solely responsible for your marketing, lead generation, client communications, advisory statements, contract drafting and accuracy, forms selection, disclosures, deadlines, compliance, and recordkeeping required of you under law and the Brokerage Documents.

7.5.1 Marketing & Lead Gen. You are solely responsible for all advertising and lead generation activities, including budgets, creative content, accuracy, fair-housing compliance, truth-in-advertising, state/local rules, and platform policies (e.g., social media, MLS/IDX display rules). Solto and Solto Realty do not review or approve your marketing.

7.5.2 Client Communications. You are solely responsible for the content, timing, consent, and legality of your communications (phone, SMS/MMS, email, mail). You must comply with TCPA, TSR, CAN-SPAM, DNC, and any state analogs, and obtain all consents.

7.5.3 Advisory Content. You must not provide unlicensed advice (legal, tax, financial, construction, environmental, valuation beyond permissible scope). Where you provide permitted opinions, you alone are responsible for those statements.

7.5.4 Contracts & Forms. You are solely responsible for selecting appropriate forms, drafting and reviewing contracts and addenda, ensuring accuracy and completeness, and timely obtaining client signatures and initials.

7.5.5 Deadlines & Deliverables. You are solely responsible for tracking and meeting all deadlines (option periods, financing contingencies, inspections, title commitments, HOA disclosures, closing timelines, etc.).

7.5.6 Compliance & Risk. You must comply with all laws (licensing law, rules of the Texas Real Estate Commission (TREC) or other applicable regulators, fair housing, advertising, escrow/title practices, anti-kickback/affiliated business disclosures, MLS/association rules).

7.5.7 Recordkeeping. You must maintain and timely submit complete and accurate transaction files and compliance documents as required by the Brokerage Documents and law.

7.5.8 Vendors & Referrals. If you recommend third-party vendors (inspectors, lenders, title/escrow, contractors, stagers), you do so at your own discretion and risk. You must provide Affiliated Business Arrangements and compensation disclosures where required. Solto/Solto Realty are not responsible for vendor performance.

7.5.9 Teams & Assistants. If you work within a team or use assistants, you are responsible for supervising your team/assistants and ensuring their compliance with law and the Brokerage Documents.

7.6 Broker Supervision; Boundaries; No Duty to Audit Everything

7.6.1 Lawful Supervision. Solto Realty provides broker oversight consistent with applicable law. However, broker supervision does not mean Solto Realty reviews, verifies, or guarantees the accuracy, completeness, or legality of your communications, advice, contracts, or filings.

7.6.2 No Continuous Monitoring. Solto Realty is not obligated to continuously monitor your transactions, marketing, or communications. Any reviews are spot checks or post-hoc compliance functions and do not shift responsibility from you to the brokerage.

7.6.3 Corrective Actions. Solto Realty may require corrective actions (e.g., addenda, disclosures, cessation of certain marketing) or may suspend your brokerage access for non-compliance, without liability to you.

7.6.4 No Legal Services. Solto Realty and Solto do not provide legal services or legal advice. You are responsible for obtaining your own counsel as needed.

7.7 E&O; Complaints; Claims

7.7.1 E&O Framework. Solto Realty may maintain errors & omissions (E&O) insurance that covers the brokerage in accordance with policy terms. Such coverage, if any, is not guaranteed to cover any given agent act/omission and may exclude acts taken outside scope or in violation of law or brokerage policy.

7.7.2 Agent Responsibility. You are responsible for your conduct and any deductibles, surcharges, fees, penalties, or unreimbursed losses attributable to your acts/omissions, as further detailed in the Brokerage Documents.

7.7.3 Notice of Claims. You must promptly notify Solto Realty of any complaint, demand, threat of litigation, regulatory inquiry, or claim relating to your practice, and cooperate in defense and resolution.

7.8 Associations, MLS/IDX, Signs, Advertising, Branding

7.8.1 Association/MLS Compliance. Where required, you must join and remain in good standing with relevant associations and MLSs. You must follow display, attribution, co-op, data-use, and refresh rules.

7.8.2 Signage & Advertising. You must comply with TREC (or other state) advertising rules, including brokerage name/branding disclosures, license status, team naming, and DBA requirements.

7.8.3 Branding Standards. If you use Solto Realty branding, you must follow brokerage branding standards. Any white-label or independent brand usage under a “Business Plan” remains subject to law and the Brokerage Documents.

7.9 Transaction Handling; Title/Escrow; Commission Flow

7.9.1 Title/Escrow. Real-estate closings are handled by independent title/escrow companies selected by the parties. Solto/Solto Realty are not title agents or escrow holders.

7.9.2 Commission Disbursement. Where permissible and as specified in the Brokerage Documents and closing instructions, commission distributions may be sent directly by the title company to the agent and brokerage/business per approved Commission Disbursement Authorization (CDA) and state/local rules.

7.9.3 Conditions to Pay. Payment of any commission to you is conditioned on timely and complete submission of transaction documents, compliance approvals, and satisfaction of Brokerage Document requirements.

7.9.4 Disputes. Commission disputes between agents or with outside brokerages are governed by the Brokerage Documents, MLS agreements, and applicable law. Solto Realty may withhold or escrow disputed sums pending resolution.

7.10 Brokerage Fees; Policy Updates

7.10.1 Brokerage Fees. Brokerage-specific fees (e.g., compliance review fees, late submission fees, document correction fees, E&O allocations) are set forth in the Brokerage Documents and may be updated from time to time as permitted by those documents.

7.10.2 Notice of Changes. Material brokerage policy changes will be communicated via email and/or in-app/brokerage portal notices in accordance with the Brokerage Documents.

7.11 Data, Records, and Confidentiality (Brokerage Context)

7.11.1 Brokerage Records. As required by law, Solto Realty maintains brokerage transaction records (the “Brokerage Records”). You must timely upload/submit all documents and communications required for each file.

7.11.2 Ownership & Access. To the extent permitted by law and MLS/association rules, Solto Realty (as broker of record) maintains or controls Brokerage Records for regulatory and risk purposes. You retain ownership of your contacts, leads, and non-brokerage materials you create, subject to Solto’s platform license in Section 9/10.

7.11.3 License to Operate. You grant Solto and Solto Realty the rights to access, use, host, and process your submissions and transaction materials as necessary to operate the brokerage, perform compliance, and meet legal retention obligations.

7.11.4 Retention. Brokerage Records are retained for the legally required period (and longer at Solto Realty’s discretion for risk or legal holds). Upon de-affiliation, your access to Brokerage Records may be limited to what is required by law and policy.

7.11.5 Client Confidentiality. You must protect client non-public information and follow confidentiality, privacy, and data-security best practices and laws.

7.12 De-Affiliation; Listings; Post-Separation Matters

7.12.1 Separation. Upon termination of your brokerage affiliation, you must follow de-affiliation procedures in the Brokerage Documents, including transfer/withdrawal of listings per MLS rules, signage removal, and cessation of brokerage branding.

7.12.2 Listings & Clients. Ownership/assignment of listings and client relationships upon separation are determined by MLS rules, state law, and the Brokerage Documents.

7.12.3 Outstanding Files & Monies. You must complete outstanding files, return brokerage property, and satisfy amounts due. Solto Realty may withhold commissions otherwise payable to cover amounts owed or claims permitted by law and policy.

7.13 Strict Disclaimers and Allocation of Risk

To the maximum extent permitted by law:

7.13.1 Marketing/Leads/Comms. Solto and Solto Realty disclaim all responsibility and liability for your marketing, lead generation, and client communications. You alone are responsible for compliance, consent, content, and accuracy.

7.13.2 Contracts/Accuracy. Solto and Solto Realty disclaim all responsibility and liability for your contract selection, drafting, accuracy, completeness, timeliness, and legal sufficiency. You alone are responsible.

7.13.3 Deadlines/Filings. Solto and Solto Realty disclaim all responsibility and liability for missed deadlines, late filings, or non-performance by you or any vendor you select. You alone are responsible.

7.13.4 Vendors/Outcomes. Solto and Solto Realty are not responsible for any vendor’s acts/omissions or transaction outcomes (inspections, appraisals, lender or title performance).

7.13.5 No Warranties/No Legal Advice. Solto and Solto Realty provide no warranties regarding brokerage outcomes and do not provide legal advice. Obtain your own counsel as needed.

7.14 Enforcement; Remedial Actions

7.14.1 Investigations. Solto Realty may investigate suspected violations of law or policy and request your cooperation and documentation.

7.14.2 Protective Measures. Solto Realty may require corrective action, restrict marketing channels, suspend brokerage access, withhold commission pending file completion, or terminate your affiliation, all without liability to you.

7.14.3 Indemnity. You will defend, indemnify, and hold harmless Solto and Solto Realty from any claims, penalties, or losses arising out of your brokerage activities, marketing/communications, contract work, vendor selections, or legal violations, as further described in Section 13 and the Brokerage Documents.

7.15 Cross-References; Survival

7.15.1 Cross-References. Read this Section with Section 2 (Eligibility), Section 4 (Acceptable Use), Section 6 (Third-Party Services), Section 8 (Communications), Section 9/10 (Data & IP), Section 13 (Liability/Indemnities), Section 14 (Suspension/Termination), and the Brokerage Documents.

7.15.2 Survival. Your obligations regarding compliance, recordkeeping, confidentiality, indemnities, and amounts owed survive de-affiliation and termination as provided by law and the Brokerage Documents.

8.1 Role, Responsibility, and Scope

8.1.1 You are the Sender. You acknowledge and agree that you (and/or your Organization) are the sender/advertiser/telemarketer of all communications transmitted or initiated through the Services.

8.1.2 Your Legal Duty. You are solely responsible for ensuring that all communications comply with applicable laws and rules, including TCPA, TSR, CAN-SPAM, state mini-TCPAs, Do-Not-Call (DNC) rules, carrier/ESP codes of conduct, and any industry standards (collectively, “Communications Rules”).

8.1.3 Solto is a Platform Provider. Solto provides tools and rails but does not obtain consent for you, configure your campaigns, or guarantee compliance, deliverability, or outcomes. Solto may enforce protective controls (see 8.14) without liability.

8.2 A2P/10DLC, Toll-Free, and Short Codes (Messaging Channels)

8.2.1 Registration Required (A2P). To send application-to-person messages over long codes, you must complete brand and campaign registration (A2P/10DLC) and keep all filings accurate and current. Campaign purpose and sample messages must match real use.

8.2.2 Toll-Free Verification. If you use toll-free SMS, you must complete verification. Unverified traffic may be blocked, rate-limited, or surcharged by carriers.

8.2.3 Short Codes. If you lease/operate a short code, you are responsible for provisioning, carrier approvals, required keywords (HELP/STOP), and maintaining code content in alignment with your application.

8.2.4 Dedicated vs. Shared Numbers. We may provision dedicated numbers per sub-account or plan, or use pooled resources where appropriate. Solto may reassign, reclaim, or rotate numbers if required by carriers, vendors, or risk controls.

8.2.5 Campaign Hygiene. Carriers may audit or unregister campaigns for content drift, complaint spikes, or consent failures. You must pause traffic and remediate on request.

8.3 Consent, Opt-In, and Opt-Out

8.3.1 Prior Express Consent. You must obtain appropriate prior express consent (or prior express written consent for telemarketing) from each recipient before sending SMS/MMS or making robocalls/artificial/prerecorded voice calls.

8.3.2 Documented Records. You must capture and retain consent records (e.g., timestamp, source, IP/form, checkbox text, consent language) and produce them upon request from Solto, carriers, regulators, or recipients.

8.3.3 Clear Opt-Out. All promotional or automated SMS/MMS must include a clear opt-out mechanism (e.g., “Reply STOP to unsubscribe”). You must honor STOP (and carrier synonyms) immediately and update suppression lists in real time.

8.3.4 Email Unsubscribe. All commercial emails must include a functional unsubscribe link, honored within the applicable statutory timeframe; maintain suppression lists and prevent re-mailing to unsubscribed addresses.

8.3.5 Do-Not-Call & Internal Suppression. Maintain an internal DNC list and honor the National DNC Registry where applicable. Apply DNC checks before initiating calls or texts where rules require.

8.3.6 Quiet Hours. Comply with federal and state quiet hours (e.g., state mini-TCPAs). If you conduct outreach across time zones, you must localize delivery windows and throttle accordingly.

8.4 Content Standards and Prohibited Messaging

8.4.1 Truthful and Lawful. Content must be truthful, non-deceptive, and lawful. Prohibited content includes, without limitation, illegal goods/services, hate/harassment, sexual content involving minors, malware/phishing, impersonation, unlicensed financial or medical claims, and any content barred by Exhibit A and carrier/ESP rules.

8.4.2 Real Estate-Specific Claims. Where marketing real estate or services, comply with fair-housing laws, licensing and advertising rules (e.g., required broker identifiers), and MLS/IDX display requirements when applicable.

8.4.3 Message Previews and Templates. If Solto provides templates or AI-assisted drafts, they are examples only. You must review and modify for accuracy, consents, and compliance.

8.4.4 Age-Restricted Content. Do not market age-restricted products or services to minors or without required verification mechanisms.

8.5 List Acquisition, Lead Sources, and Data Hygiene

8.5.1 No Purchased Lists (without compliant consent). Do not use purchased, scraped, appended, or third-party lists unless you have documented, transferable consent satisfying Communications Rules for your specific use (SMS/email/calls).

8.5.2 Validation and Hygiene. Maintain list hygiene (bounces, spam complaints, hard/soft bounce logic, role accounts, recycled numbers, spam traps) and suppress risky contacts.

8.5.3 Litigator or High-Risk Numbers. “Litigator” or “honeypot” screening tools may reduce risk but are not guarantees. You remain responsible for lawful use and consent.

8.5.4 Data Minimization. Do not collect or transmit more personal data than necessary. Avoid sensitive data in messages unless you have a lawful basis and appropriate security.

8.6 Email Authentication and Deliverability

8.6.1 Authenticate Domains. Configure SPF, DKIM, and DMARC for your sending domains. Use a custom sending domain rather than generic shared domains where possible.

8.6.2 Reputation Management. Warm up new domains/IPs gradually, segment mailing by engagement, and avoid spam triggers (e.g., excessive images, deceptive subject lines, mismatched from/reply-to).

8.6.3 Bounce and Complaint Handling. Implement hard/soft bounce logic, auto-suppress spam complainants, and provide visible contact and physical address in commercial emails.

8.6.4 From/Identity Consistency. The “From” identity and brand in the message must be accurate, consistent with the landing page, and not misleading.

8.7 Voice Calls, STIR/SHAKEN, and Recording

8.7.1 STIR/SHAKEN and Caller ID. Configure Caller ID accurately. Where applicable, ensure outbound traffic is attested (A/B/C) and does not engage in neighbor spoofing or deceptive CLI practices.

8.7.2 Recording/Monitoring. If you record or monitor calls, comply with one-party/two-party consent laws. Provide audible notice where required and store recordings securely with access controls.

8.7.3 Dialing Rules. Do not use prohibited auto-dialing or prerecorded voice to numbers where not permitted. Maintain opt-out for voice as required and respect DNC rules.

8.8 Throughput, Rate Limits, and Traffic Shaping

8.8.1 Carrier/ESP Limits. Carriers and ESPs impose throughput and volume limits by brand, campaign, number type, domain, IP, and reputation. Violations may result in blocking or filtering.

8.8.2 Fair Use Controls. Solto may apply rate limits, message caps, retries/backoff, or queueing to maintain platform stability and comply with vendor directives.

8.8.3 High-Velocity/High-Risk Campaigns. If your traffic is high-velocity or high-risk, Solto may require additional pre-approval, content reviews, or vertical certifications, or may deny the campaign.

8.9 Numbers, Provisioning, and Lifecycle

8.9.1 Allocation and Reclamation. Numbers are provisioned via third parties and remain subject to availability and carrier policies. Solto may reclaim or rotate numbers to manage reputation, pooling, or compliance.

8.9.2 Porting. Port-in/port-out support is not guaranteed and may incur fees and extended timelines. Loss of number during suspension or termination may be irreversible.

8.9.3 Segmentation and MMS. SMS may be billed per segment; MMS content types/sizes are subject to carrier restrictions. Undeliverable MMS may be converted or dropped by carriers.

8.10 Required Disclosures, Headers, and Keywords

8.10.1 Program Disclosures (Messaging). Where required by carriers/codes, present program name, message frequency, HELP/STOP keywords, and links to Terms and Privacy Policy on your opt-in surfaces.

8.10.2 Email Footer Content. Commercial email footers must display a valid postal address, an unsubscribe link, and an identity consistent with the sender.

8.10.3 Opt-Out Keywords and Synonyms. Support STOP and carrier synonyms (e.g., STOPALL, UNSUBSCRIBE, CANCEL, END, QUIT). You must block further promotional messaging within immediate system latency.

8.11 Records, Audits, and Compliance Requests

8.11.1 Retention. Maintain consent and communication logs (including message metadata and call recordings where applicable) for a commercially reasonable period, and longer if required by law or litigation hold.

8.11.2 Production on Request. You must provide proof of consent and campaign artifacts to Solto, carriers, vendors, or regulators on request. Failure to produce may result in suspension or termination.

8.11.3 Internal Reviews. Solto may request campaign reviews, sample content, or configuration screenshots to assess risk and compliance.

8.12 Geographic Nuances and State “Mini-TCPA”

8.12.1 State Variations. Several states impose rules stricter than federal law (e.g., Florida, Oklahoma, Washington). You must implement state-aware compliance for quiet hours, consent standards, call frequency caps, and disclosure requirements.

8.12.2 Time-Zone Handling. For national campaigns, you must localize dispatch to recipient time zone and maintain compliant windows.

8.13 AI-Assisted Outreach and Automation

8.13.1 Human Review. AI-generated content must be reviewed and approved by a human before sending.

8.13.2 No Deceptive Automation. Do not misrepresent AI or bots as a human where disclosure is required, and do not use AI to generate spam, misleading promises, or unlicensed advice.

8.13.3 Safety Filters. Solto may log prompts and outputs to enforce safety/abuse prevention and may filter or block content that violates policies or laws.

8.14 Enforcement, Throttling, and Protective Actions

8.14.1 Protective Measures. If Solto, a carrier, or an ESP detects risk (e.g., high complaint rates, lack of consent, prohibited content), Solto may, with or without notice: a) warn or require remediation; b) throttle, filter, or queue traffic; c) suspend messaging, email, voice, or specific campaigns; d) reassign/reclaim numbers or disable domains; e) require re-registration or new vetting; f) report to carriers, vendors, or regulators; g) terminate access under Section 14.

8.14.2 No Liability. Solto is not liable for actions taken in good faith to comply with law/vendor directives or to protect the network, users, or recipients.

8.14.3 Fees and Penalties. You are responsible for pass-through penalties, surcharges, audits, or fines imposed by carriers, ESPs, regulators, MLS/IDX bodies, or vendors resulting from your content or practices.

8.15 Configuration, Testing, and Safety by Design

8.15.1 Staging/Sample Sends. Test new templates and flows using staging or small controlled cohorts before scaling.

8.15.2 Fail-Safes. Implement frequency caps, duplicate detection, time-of-day windows, and suppression checks before send.

8.15.3 Human-in-the-Loop. Keep humans in approval loops for high-risk campaigns and provide runbooks for escalation and rollback.

8.16 Indemnity and Remedies (Communications)

8.16.1 Your Indemnity. You will defend, indemnify, and hold harmless Solto (and its affiliates, officers, directors, employees, and agents) from any claims, penalties, fines, losses, and costs (including reasonable attorneys’ fees) arising out of or related to your communications, including: lack of consent, DNC violations, content issues, carrier/ESP penalties, quiet-hour violations, recording-consent failures, or state mini-TCPA breaches.

8.16.2 Cure and Cooperation. Upon notice, you must promptly cure violations and cooperate with Solto and vendors in remediation, audits, and recipient resolutions.

8.17 Cross-References and Survival

8.17.1 Cross-References. Read this Section with Section 2 (Eligibility), Section 4 (Acceptable Use), Section 5 (Fees/Pass-Through), Section 6 (Third-Party Services), Section 9 (Data/Privacy), Exhibit A (AUP), and Exhibit B (AI).

8.17.2 Survival. Your obligations regarding consent, suppression, records, penalties, and indemnity survive termination and continue to apply to messages previously sent or queued.

9.1 Definitions and Data Categories

9.1.1 User Content means information you or your Authorized Users submit to or through the Services (e.g., contacts/leads, messages, call recordings/transcripts, emails, tasks, files, forms, templates, notes, deal data, MLS/IDX fields if applicable, and outputs generated for you by AI based on your prompts).

9.1.2 Account Data means subscription, billing, and administrative data about your Organization (e.g., company name, seat counts, payment status, billing contacts, audit trails of settings).

9.1.3 Usage Data means telemetry, event logs, performance metrics, anonymized or aggregated analytics, interaction patterns (e.g., API calls, feature usage, error events), security signals, and service-delivery metadata generated by or for Solto in operating the Services.

9.1.4 Integration Data means data exchanged between Solto and Third-Party Services/Integrations/Marketplace items you enable (e.g., OAuth tokens, mapping metadata, sync results).

9.1.5 System Content means Solto-provided materials (software, UI, documentation, starter templates, models, and generic AI system prompts/guardrails).

9.1.6 Confidential Information has the meaning in Section 19 (including non-public business, technical, security, and customer information).

9.2 Ownership and Intellectual Property in Data

9.2.1 Your Ownership (User Content). As between you and Solto, you own User Content.

9.2.2 Solto Ownership (Usage Data & System Content). Solto owns Usage Data and System Content and all intellectual property embodied therein, including derived anonymized/aggregated insights and models trained only on anonymized/aggregated signals as described below.

9.2.3 Integration Data. Ownership and rights in Integration Data follow the applicable vendor terms and these Terms; however, Solto may retain copies necessary to operate, secure, and audit the Integration and the Services.

9.3 Roles: Controller vs. Processor

9.3.1 When you are the Controller. For User Content you input or collect from your clients/leads through the Services (CRM/contact records, communications, uploads, etc.), you are typically the data controller/business, and Solto acts as your processor/service provider, processing User Content on your documented instructions (these Terms + in-product settings + DPA).

9.3.2 When Solto is the Controller. For Account Data, Usage Data, platform security/abuse-prevention data, product analytics, and service improvement activities reasonably necessary to deliver and enhance the Services, Solto is the controller/business.

9.3.3 Conflicts. If law requires a different allocation, the DPA (if applicable) controls for User Content; otherwise this Section controls.

9.4 Your License to Solto (Operating License)

To operate, secure, support, and improve the Services, you grant Solto a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, analyze, adapt, and create derivative works from User Content solely to:

1. provide the Services and customer support;
2. maintain security, integrity, and availability (e.g., spam/abuse detection, content moderation signals);
3. enable features you turn on (AI, telephony, email delivery, Integrations);
4. troubleshoot, test quality, and develop/improve features (including anonymized/aggregated analytics); and
5. comply with law and enforce these Terms.

Important: Solto does not sell your User Content. Solto may use anonymized or aggregated data derived from User Content and Usage Data to improve services, benchmarks, and security models, provided such outputs do not identify you or your users.

9.5 AI Features and Model Use

9.5.1 Prompts and Outputs. Your prompts and resulting outputs are User Content. You are responsible for their accuracy, legality, and downstream use (see Section 11/Exhibit B).

9.5.2 Model Providers/Sub-processors. AI features may use Solto-hosted or third-party model providers under confidentiality and data-use restrictions. Where applicable, Solto will list AI sub-processors in a public or customer-accessible registry (see 9.12).

9.5.3 Training Policy. Solto does not use non-anonymized User Content to train public models. Solto may use anonymized or aggregated telemetry, usage signals, and de-identified snippets for quality, safety, and performance tuning.

9.6 Your Responsibilities as Controller

9.6.1 Lawful Basis & Transparency. You will obtain all required consents/notices from data subjects and provide legally compliant privacy notices covering your use of Solto (see Sections 2, 4, 8).

9.6.2 Data Minimization. Do not upload more personal data than necessary; avoid sensitive categories unless justified and secured (e.g., health, SSN, payment card data).

9.6.3 Data Subject Requests. You are responsible for managing end-user requests (access, deletion, portability) pertaining to your User Content. Solto will reasonably assist per the DPA and product capabilities.

9.6.4 Configuration & Access Controls. Configure roles/permissions, opt-ins/out, suppression, retention, and export settings appropriately for your compliance posture.

9.7 Solto’s Privacy Commitments

9.7.1 Privacy Policy. Solto’s Privacy Policy (incorporated by reference) describes what we collect, how we use it, and with whom we share it. Where there is a conflict, the stricter control between this Section and the Privacy Policy applies to privacy matters.

9.7.2 Service Provider/Processor. When acting as your processor/service provider, Solto will: a) process User Content only on your documented instructions; b) implement appropriate technical and organizational security measures; c) ensure personnel are under confidentiality obligations; d) enter into sub-processor contracts with equivalent protections; and e) delete or return User Content after the retention window, subject to legal holds and backups (see 9.10–9.11).

9.8 Data Residency, Storage, and Transfers

9.8.1 Primary Hosting. User Content is primarily hosted in the United States.

9.8.2 Transfers. If data is accessed from or transferred to other jurisdictions (e.g., by vetted sub-processors for support or processing), Solto will implement appropriate safeguards (e.g., contractual protections, confidentiality, access controls).

9.8.3 Integrations. If you connect Third-Party Services, you authorize data transfers to those providers under their terms (see Section 6). Manage your deletion/export with those providers directly.

9.9 Access by Solto Personnel; Confidentiality

9.9.1 Least-Privilege Access. Solto staff may access your account only as needed to support, secure, or operate the Services, or as required by law.

9.9.2 Confidentiality. Staff are bound by confidentiality and access is logged where technically feasible.

9.9.3 Audit Logs. Solto may maintain system and administrative logs for security, troubleshooting, and compliance.

9.10 Retention, Deletion, and Export

9.10.1 Self-Service Export. During an active subscription, you may export User Content via in-product tools or documented APIs, subject to rate limits and fair use.

9.10.2 Retention Window (Standard). After termination or cancellation, Solto may retain User Content for up to ninety (90) days to support account reactivation and reasonable post-termination requests, unless you request earlier deletion and no legal holds apply.

9.10.3 Deletion. After the retention window, Solto will delete or anonymize User Content from active systems in the ordinary course, with remaining copies purged from backups per the backup lifecycle (9.11).

9.10.4 Custom Retention. Some features let you set shorter retention for certain items (e.g., recordings). Settings you choose control deletion timing, subject to legal holds and product capabilities.

9.10.5 Brokerage Records. For Solto Realty users, certain Brokerage Records must be retained for statutory periods (see Section 7.11). Those legal timelines override 9.10.2.

9.11 Backups and Disaster Recovery

9.11.1 Backups. The Services utilize periodic backups for disaster recovery. Backups are not a targeted archival service for you and are not searchable on demand.

9.11.2 Backup Lifecycle. Deleted data may persist in encrypted backups until those backups roll off the rotation schedule; thereafter they are unrecoverable.

9.11.3 Business Continuity. Solto maintains commercially reasonable business continuity and disaster recovery practices designed to restore core functionality after significant incidents.

9.12 Sub-processors and Third Parties

9.12.1 Use of Sub-processors. Solto may engage sub-processors (cloud infrastructure, telecom/ESP, security tools, AI model providers, analytics).

9.12.2 Obligations. Sub-processors are bound by written agreements imposing confidentiality and security obligations no less protective than Solto’s.

9.12.3 Disclosure. Solto will maintain a list of material sub-processors (and a mechanism for updates) via a public page or customer portal. Your continued use following an update constitutes authorization, subject to any DPA rights.

9.13 Security Measures

9.13.1 Program. Solto employs administrative, technical, and physical safeguards commensurate with the nature of data processed (e.g., encryption in transit, network segmentation, access controls, vulnerability management, logging/monitoring).

9.13.3 Penetration Testing & Audits. Solto conducts risk-appropriate security assessments and testing. High-level summaries may be shared under NDA where available.

9.13.4 No Absolute Security. No system is 100% secure. You acknowledge residual risk and agree that Solto’s obligations are those expressly stated here and in the Privacy Policy/DPA.

9.14 Security Incidents and Notice

9.14.1 Definition. A Security Incident is unauthorized access to or disclosure of User Content resulting from a breach of Solto’s security that compromises confidentiality, integrity, or availability.

9.14.2 Notification. Upon confirming a Security Incident affecting your User Content, Solto will notify you without undue delay, provide information reasonably available, and cooperate in remediation consistent with law and confidentiality constraints.

9.14.3 Cooperation. You will promptly provide accurate contact points and assist with reasonable remediation actions within your control (e.g., password resets, suppression, customer notices you are legally obligated to send).

9.14.4 Exclusions. Incidents attributable to your configurations, compromised credentials, third-party Integrations, or recipient environments are not Solto’s responsibility.

9.15 Data Subject/Consumer Requests to Solto

9.15.1 Routing. If Solto receives a request from your end user regarding User Content (access, deletion, etc.), Solto may route the request to you and will not act on it without your instruction, unless required by law.

9.15.2 Assistance. Solto will provide reasonable assistance via product tools or support channels to help you fulfill requests, subject to authentication and scope.

9.15.3 Controller Context. For data where Solto is the controller (e.g., Account Data, Usage Data), Solto will handle requests under its Privacy Policy and applicable law.

9.16 Children and Sensitive Data

9.16.1 Children. The Services are not intended for children under the age where parental consent is required by law. Do not submit children’s personal data without verifiable consent and a lawful basis.

9.16.2 Sensitive Categories. Do not upload sensitive categories (e.g., health, precise geolocation, biometric, government IDs, financial account numbers) unless required for a lawful purpose, properly disclosed, and secured. Payment data should be handled by Stripe or your payment provider directly.

9.17 Legal Requests and Government Access

9.17.1 Lawful Requests Only. Solto may disclose data in response to valid legal process (e.g., subpoena, court order) or to protect rights, property, or safety.

9.17.2 Notice to You. Where legally permitted, Solto will notify you before disclosing User Content so you may seek protective measures.

9.17.3 Narrow Tailoring. Solto will require specific legal process and seek to limit disclosures to what is legally required.

9.18 Deletion at Termination; Effect of Integrations

9.18.1 Termination Handling. At or after termination and expiration of the 90-day retention window (9.10), Solto will delete/anonymize User Content in active systems, subject to legal holds and backups.

9.18.2 Integrations Persist. Data previously shared with Third-Party Services may persist with those providers under their policies; request deletion from them directly.

9.19 Data Export/Portability Format

9.19.1 Format. Exports are typically provided in standard interchange formats (e.g., CSV/JSON) with reasonable field mappings. Certain artifacts (e.g., call recordings) may export in their native binary formats.

9.19.2 Limits. Exports are subject to rate limits, size constraints, and availability of the underlying feature. Large exports may be batched.

9.20 Conflicts; Order of Precedence

9.20.1 Precedence. For data protection matters, the following order applies: (i) a mutually executed DPA (if any); (ii) these Terms (Section 9); (iii) the Privacy Policy; (iv) feature-specific notices.

9.20.2 Brokerage Overrides. Statutory Brokerage Records retention and access obligations (Section 7.11) control over general deletion timelines.

9.21 Survival; Cross-References

9.21.1 Survival. This Section 9, the Privacy Policy, and any DPA obligations survive termination to the extent necessary to resolve legal obligations, audits, investigations, backup lifecycle, and lawful retention.

9.21.2 Cross-References. Read with Section 2 (Eligibility), Section 3 (Accounts/Security), Section 5 (Fees/Pass-Through), Section 6 (Integrations), Section 7 (Brokerage), Section 8 (Communications), Section 10 (IP/White-Label), and Section 14 (Suspension/Termination).

10.1 Definitions

10.1.1 Services IP means the Services themselves (software, source/object code, APIs, SDKs, UI/UX, databases/structures, models, embeddings, documentation, designs, workflows, product requirements, and any improvements, updates, or derivative works of the foregoing).

10.1.2 System Content means Solto-provided materials such as sample templates, demo data, help articles, videos, training modules, enablement content, generic AI system prompts/guardrails, and UI copy.

10.1.3 Marks means names, logos, domain names, product names, trade dress, and other brand identifiers of Solto or of you (as applicable).

10.1.4 Your Content means data and content you or your Authorized Users submit or generate in/through the Services (e.g., contacts/leads, campaigns, messages, emails, recordings/transcripts, files, forms, images, prompts/outputs, reports). See Section 9.

10.1.5 Customizations means your configurations within the Services (roles/permissions, fields, pipelines, automations, templates, themes), and any customer-specific CSS, branding assets, or front-end components created by or for you that sit on top of (but do not modify) Services IP.

10.1.6 White-Label means a permitted rebranding mode of the Services where Solto branding is reduced or removed, subject to Your Plan (e.g., “Brand Plan” or “Business Plan”) and the constraints in this Section.

10.2 Ownership of the Services and Reservation of Rights

10.2.1 Solto Ownership. As between you and Solto, Solto exclusively owns all right, title, and interest in and to the Services IP and System Content, including all associated intellectual-property and proprietary rights worldwide.

10.2.2 No Transfer by Use. Your use of the Services does not transfer any ownership of the Services IP or System Content. Except for the limited license expressly granted in 10.3/10.4/10.5 below, all rights are reserved by Solto.

10.2.3 Derivative Works to Services. Any enhancements, configurations, translations, localizations, or derivative works to or of the Services IP created by or for you automatically vest in Solto upon creation (and you hereby assign, and agree to assign, such rights to Solto). This does not include Your Content or Your Customizations that are separable and do not incorporate Services IP.

10.3 Your Content and Customizations; License Back to Solto

10.3.1 You Own Your Content. As set out in Section 9, you own Your Content. Nothing in this Section limits your ownership of Your Content.

10.3.2 Customizations You Create. Subject to 10.2, you own Your Customizations to the extent they are (a) authored by you (or your vendors), (b) separable from the Services IP, and (c) do not include or reveal Solto source code or proprietary methods.

10.3.3 Operating License to Solto. You grant Solto a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and adapt Your Content and Your Customizations solely to provide, secure, support, and improve the Services, and as otherwise described in Section 9.

10.4 Plans and Branding Modes (Agent/Brand/Business)

10.4.1 Agent Plan (Default Branding). Solto branding and system Marks are visible. You may configure colors/themes and upload your logo where the UI permits.

10.4.2 Brand Plan (“Powered by Solto”). You may enable White-Label mode with reduced Solto branding, subject to UI/location constraints. “Powered by Solto” or an equivalent attribution may be required in specified locations (e.g., footer, login).

10.4.3 Business Plan (Full White-Label). You may enable full White-Label mode in which Solto branding is removed from customer-facing surfaces allowed by the UI. You retain ownership of your brand, content, and materials deployed in the White-Label, but not of the underlying Services IP.

10.4.4 Brokerage Brand Variations. For Solto Realty-affiliated users, state law, MLS/IDX, or brokerage policy may mandate brokerage name/identifier on certain pages, ads, or documents regardless of your plan (see Sections 7 and 8).

10.4.5 Branding Limits. White-Label does not permit: (a) removing legal or compliance notices that Solto is required to display; (b) modifying system behaviors that would mislead recipients about message origin or legal sender; or (c) reverse engineering, copying, or hosting the Services IP elsewhere.

10.5 License Grants Between the Parties

10.5.1 License to You (Use of Services). Subject to these Terms and your Plan, Solto grants you a limited, non-exclusive, non-transferable, non-sublicensable license during your subscription Term to access and use the Services for your internal business purposes (or, if enabled by your Plan, for permitted resale/white-label purposes set out in Section 5.14 and your Plan Description).

10.5.2 Use of Solto Marks. You may use Solto Marks only as expressly authorized in writing (e.g., co-marketing or required “Powered by Solto” attribution). You must follow Solto’s brand guidelines, and you may not register or use confusingly similar marks or domains.

10.5.3 Use of Your Marks. You grant Solto a limited, non-exclusive, royalty-free license to display Your Marks in the product UI where you upload them and in communications identifying you as a customer (website logo wall, case study) unless you opt out in writing. Opt-out will not affect required uses inside your own White-Label UI.

10.6 Templates, Sample Content, and AI Outputs

10.6.1 Templates and Starters. System templates and samples are licensed to you for use within the Services and may not be resold or published as standalone libraries.

10.6.2 AI Outputs. Subject to third-party model terms and Section 9, you may use AI outputs generated for you for your business purposes; however, (a) you must review outputs for accuracy/compliance, and (b) Solto does not guarantee freedom from third-party claims where your prompts or outputs replicate third-party content.

10.6.3 No Professional Advice. Templates and AI outputs are examples, not legal, financial, or compliance advice.

10.7 Feedback and Suggestions

10.7.1 Assignment of Feedback. If you submit ideas, suggestions, or improvements regarding the Services (“Feedback”), you irrevocably assign to Solto all right, title, and interest in such Feedback. If assignment is not effective, you grant Solto a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and commercialize the Feedback without restriction or attribution.

10.7.2 No Obligation. Solto has no obligation to implement Feedback.

10.8 Screenshots, Demos, and Publicity

10.8.1 Your Screenshots Are Permitted. You may take and use screenshots or recordings of your own instance for your internal documentation, training, marketing, or sales materials, provided you: (a) do not disclose Solto confidential information or vulnerabilities, and (b) comply with law and third-party rights.

10.8.2 Solto Case Studies/Logo Use. With your consent (or unless you opt out per 10.5.3), Solto may reference you as a customer, display your logo, and develop a case study. You may revoke future promotional use by written notice, which does not affect already-published materials.

10.9 Third-Party IP; Open-Source Software

10.9.1 Third-Party IP. Some features depend on third-party IP (Section 6). You must comply with applicable third-party licenses and terms.

10.9.2 Open-Source Components. The Services may include open-source software governed by their respective licenses. Required OSS notices will be provided upon request or in a notices file. To the extent an OSS license expressly supersedes this Section for that component, the OSS license controls.

10.10 Restrictions

10.10.1 No Reverse Engineering. Except as permitted by law notwithstanding this restriction, you may not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas of the Services.

10.10.2 No Circumvention. You may not circumvent technical protections, rate limits, or seat/feature controls, or use any means to access the Services other than documented interfaces.

10.10.3 No Competitive Use. You may not access the Services to build a competing or confusingly similar product or service, or to publish competitive benchmarking without Solto’s written consent.

10.10.4 No Removal of Notices. You may not remove, alter, or obscure proprietary notices, version IDs, or required attributions (including “Powered by Solto” where applicable).

10.11 Infringement Claims; DMCA Policy

10.11.1 Notice of Alleged Infringement. If you believe content accessible via the Services infringes your copyrights or other IP rights, you must provide a written notice with sufficient detail (identification of work and allegedly infringing material, contact details, good-faith statement, and a statement under penalty of perjury that you are authorized) to Solto’s designated contact in Section 1.10 (or as posted on our legal page).

10.11.2 Counter-Notice. If content was removed due to a notice, the uploader may send a counter-notice including the required statements and jurisdictional consent. Solto may restore content in accordance with applicable law.

10.11.3 Account Actions. Solto may remove or disable access to content, throttle, or suspend accounts associated with repeat infringement in good-faith compliance with law.

10.11.4 Content Between You and Third Parties. Disputes between users or with third parties regarding Your Content are your responsibility. Solto is not obligated to adjudicate such disputes.

10.12 Indemnity for Your Content, Customizations, and Branding

10.12.1 Your IP Indemnity. You will defend, indemnify, and hold harmless Solto and its affiliates against any third-party claim, demand, suit, or proceeding alleging that Your Content, Your Customizations, your Marks, or your branding/white-label implementation (a) infringe or misappropriate IP or publicity/privacy rights, or (b) violate law (including advertising or consumer-protection laws), and you will pay all resulting damages, costs, and reasonable attorneys’ fees finally awarded or approved in settlement.

10.12.2 Conditions. Solto will (a) promptly notify you of a claim (delay only relieving you to the extent of prejudice), (b) allow you to control the defense/settlement (with counsel reasonably acceptable to Solto), and (c) reasonably cooperate (at your expense). You may not settle any claim that imposes non-monetary obligations on Solto or admits fault on Solto without our prior written consent.

10.13 Solto’s IP Defense (Limited Remedy)

10.13.1 Scope. If a third party claims that your permitted use of the unmodified, then-current Services IP infringes its U.S. patent, copyright, or trademark, Solto may at its option and expense: (a) procure your right to continue using the Services; (b) modify or replace the Services so they are non-infringing and materially equivalent; or (c) terminate the affected feature and issue a pro-rata credit for any prepaid fees for the terminated portion.

10.13.2 Exclusions. Solto has no obligation for claims arising from: (a) Your Content or Your Customizations; (b) use of the Services in combination with items not provided by Solto; (c) modifications not made by Solto; (d) your breach of these Terms; or (e) use after Solto has provided a non-infringing substitute.

10.13.3 Sole and Exclusive Remedy. This Section 10.13 states your sole and exclusive remedy for third-party IP infringement related to the Services IP.

10.14 Confidential Information; No Reverse Disclosure

10.14.1 Confidentiality. Non-public information exchanged between the parties is Confidential Information (see Section 19). Each party will protect the other’s Confidential Information and use it only as permitted under these Terms.

10.14.2 No Public Disclosure of Security/Internals. You will not publish security testing, admin panels, or non-public technical details of the Services without Solto’s prior written consent.

10.15 Survival; Cross-References

10.15.1 Survival. Sections 10.2–10.3, 10.5–10.7, 10.9–10.14 survive termination or expiration.

10.15.2 Cross-References. Read together with Section 4 (Use & AUP), Section 5 (Fees/Resale), Section 6 (Third-Party/Marketplace), Section 7 (Brokerage), Section 8 (Comms), Section 9 (Data/Privacy), Section 13 (Liability/Indemnity), and Section 19 (Confidentiality; Assignment; Entire Agreement).

11.1 Scope; What AI Features Do (and Don’t Do)

11.1.1 Tool, not authority. AI features provide synthetic content and predictions that may be incorrect, incomplete, outdated, biased, or non-actionable. They are assistive only and do not replace human judgment, professional advice, or required legal/regulatory review.

11.1.2 No professional advice. AI outputs are not legal, tax, financial, medical, engineering, or other professional advice. Do not present AI outputs as such or rely on them without independent verification and, where appropriate, licensed professional review.

11.1.3 No guarantees. Solto does not guarantee the accuracy, originality, or fitness of AI outputs, nor that outputs are error-free or suitable for a particular purpose or audience.

11.2 Your Responsibilities for Prompts, Inputs, and Outputs

11.2.1 You are the publisher. You are solely responsible for the prompts, settings, instructions, and context you provide; for reviewing, editing, approving, and using outputs; and for the downstream effects of publishing, transmitting, or acting on outputs.

11.2.2 Human-in-the-loop. You must implement human review before any AI output is sent to recipients, filed, or used to make material decisions (e.g., pricing, eligibility, risk scoring, contract terms, public marketing).

11.2.3 Content compliance. You must ensure outputs comply with law and policy, including TCPA/CAN-SPAM/DNC, fair-housing and anti-discrimination, advertising truthfulness, IP rights, privacy and data-protection, and any industry-specific rules.

11.2.4 Attribution and disclosure. Where required by law or platform rules, you must disclose the use of AI, automated agents, or synthetic media and avoid deceptive impersonation of people or brands.

11.3 Higher-Risk and Prohibited AI Uses

11.3.1 High-risk decisions. Do not use AI outputs as the sole basis for decisions that create legal or significant effects on a person (e.g., housing access, employment, credit/loan approval, eligibility for public services) without appropriate impact assessments, safeguards, and human oversight.

11.3.2 Discriminatory targeting. You must not use AI to segment, target, or exclude audiences in a way that directly or indirectly discriminates on protected characteristics (e.g., in real-estate advertising contrary to fair-housing laws).

11.3.3 Prohibited content. You must not generate content that is illegal, exploitative, harassing, defamatory, deceptive, malware-related, or otherwise barred by Exhibit A (AUP) or Exhibit B (AI AUP).

11.3.4 Deceptive manipulations. No “dark patterns,” undisclosed deepfakes, fabricated endorsements, or deceptive social-engineering. Synthetic media must not be presented as authentic where that would mislead recipients.

11.4 Intellectual Property; Originality; Third-Party Rights

11.4.1 Potential overlap. AI systems may generate outputs similar to existing works. Solto does not warrant that outputs will be unique or non-infringing.

11.4.2 Your review for IP. You must screen outputs for third-party IP, personality/publicity rights, trademarks, and licensing conflicts before use.

11.4.3 Your indemnity. As between you and Solto, you are responsible for claims arising from your prompts, inputs, or outputs, including infringement, defamation, or publicity/privacy claims (see Section 13 and Section 10.12).

11.5 Data Sources, Training, and Model Providers

11.5.1 Prompt/Output handling. Your prompts and outputs are User Content (Section 9). Solto processes them to provide the feature, enforce safety, and improve service quality consistent with Section 9.

11.5.2 Model providers (sub-processors). AI features may use Solto-hosted models and/or third-party model providers under confidentiality and data-use restrictions. Solto may maintain a sub-processor list and update it periodically (Section 9.12).

11.5.3 No training on your identifiable content for public models. Solto does not use non-anonymized User Content to train public models. Solto may use anonymized/aggregated signals for quality, safety, abuse detection, and performance tuning (Section 9.5.3).

11.5.4 Source limitations and hallucinations. AI may hallucinate sources, quotes, or facts. You must verify citations and factual claims before publication.

11.6 Privacy, Security, and Sensitive Data

11.6.1 Minimize sensitive inputs. Do not include sensitive personal data (e.g., health, SSNs, precise geolocation, financial account numbers, biometric data) in prompts unless you have a lawful basis, adequate notice/consent, and implement appropriate safeguards.

11.6.2 Confidential information. Treat prompts/outputs as confidential within your organization and limit access on a need-to-know basis. Do not input secrets you cannot disclose per contract or law.

11.6.3 Logging and review. To enforce safety and diagnose quality, Solto may log prompts/outputs and allow restricted personnel access under confidentiality (Sections 3.5 and 9.9).

11.6.4 Incident handling. Security incidents are addressed per Section 9.14.

11.7 Automations, Agents, and Execution Controls

11.7.1 Guardrails. Automated agents (e.g., workflow bots) must operate with clear scopes, rate limits, stop conditions, and approval gates before any irreversible actions (e.g., sending campaigns, modifying records, initiating payments).

11.7.2 Sandbox and testing. Test automations in staging or small cohorts before broad rollout; include roll-back plans, audit trails, and alerting for anomalous behavior.

11.7.3 Third-party actions. Where agents act through Integrations or third-party APIs, you are responsible for permissions, scopes, and auditability (Section 6). Solto is not responsible for third-party API changes or breakage.

11.8 Transparency, Explainability, and Recordkeeping

11.8.1 Explainability limits. Model reasoning may be opaque. Solto does not guarantee full explainability of predictions or content choices.

11.8.2 Decision records. For material uses, keep records of prompts, versions, human approvals, and rationale to support audits or complaints handling.

11.8.3 Recipient rights. Where required by law, provide recipients with appropriate notices, opt-outs, or contestation mechanisms for AI-impacted decisions.

11.9 Rates, Quotas, and Costs

11.9.1 Usage-based pricing. Certain AI features may incur usage-based fees (e.g., tokens/compute, transcription minutes), billed per Section 5.3 as pass-through/usage charges.

11.9.2 Fair use and throttling. Solto may apply fair-use limits, rate caps, or throttling to protect service quality and manage vendor constraints (Sections 4.8 and 5.11).

11.10 Disclaimers; Allocation of Risk; Remedies

11.10.1 AS IS. AI features are provided “AS IS” and “AS AVAILABLE” without warranties of accuracy, non-infringement, or fitness. Outputs may be wrong, biased, or unsafe if used without proper controls.

11.10.2 Your indemnity. You agree to defend, indemnify, and hold harmless Solto from claims, penalties, and losses arising out of your AI prompts, inputs, outputs, uses, or automations (Section 13).

11.10.3 Solto remedies. Solto may filter, block, throttle, or disable AI features or specific use cases to address safety, abuse, legal risk, vendor limits, or policy violations, with or without notice (Sections 4.10 and 8.14).

11.11 Special Topics for Real-Estate Workflows

11.11.1 Fair housing. You must ensure AI-assisted ads, descriptions, targeting, and messaging comply with fair-housing and equal-opportunity laws; avoid exclusions or language that directly or indirectly references protected classes.

11.11.2 Contracts and disclosures. Do not rely on AI to draft, select, or finalize contracts, addenda, or statutory disclosures without licensed professional review. You remain solely responsible for accuracy and timeliness (Section 7.5).

11.11.3 Market data and MLS/IDX. If AI is used on MLS/IDX or market data, you must honor license/display rules and avoid generating misleading or stale claims; cite dates/sources where appropriate (Section 6.11).

11.12 Enforcement and Cooperation

11.12.1 Investigations. Solto may request samples, logs, and configurations to investigate AI misuse or risk. You agree to cooperate.

11.12.2 Corrective steps. On request, you will pause affected campaigns, edit prompts/templates, add disclosures, or implement additional human approvals.

11.13 Relationship to Other Sections; Survival

11.13.1 Cross-references. Read this Section with Section 4 (Use & AUP), Section 5 (Fees), Section 6 (Integrations), Section 7 (Brokerage), Section 8 (Comms), Section 9 (Data & Privacy), Section 10 (IP), Section 13 (Liability & Indemnities), and Exhibit B (AI AUP).

11.13.2 Survival. Your obligations regarding review/approval, compliance, records, indemnity, and costs survive termination to the extent outputs persist or are relied upon after termination.

12.1 Availability; Maintenance; Changes to the Services

12.1.1 General Availability. Solto endeavors to keep the Services operational on a 24×7×365 basis, subject to: (a) Scheduled Maintenance; (b) Emergency Maintenance; (c) force-majeure events (12.9); (d) Third-Party Service outages (Section 6); and (e) reasonable engineering changes to improve performance, security, or reliability.

12.1.2 Scheduled Maintenance. Solto may perform routine maintenance that may affect availability. Where feasible, Solto will perform scheduled work during off-peak hours and may provide in-product or status-page notice.

12.1.3 Emergency Maintenance. Solto may conduct emergency interventions (security patches, critical fixes) at any time without prior notice. We will use commercially reasonable efforts to minimize disruption.

12.1.4 Updates & Modifications. Solto may modify, enhance, or remove features to improve functionality, security, or compliance, to address vendor/carrier changes, or to manage low-usage/obsolete components. Where a material change negatively affects core functionality used by you, Solto will provide reasonable notice when feasible (see also Section 17).

12.1.5 Performance Management. To preserve platform stability, Solto may apply throttling, rate limits, queueing, or fair-use controls (Sections 4.8, 5.11, 8.8, 11.9).

12.2 Support; Incident Handling; Client Responsibilities

12.2.1 Support Scope. Solto provides product support for the Services (UI, APIs, platform features) via the channels described in your Plan. Support does not include custom development, vendor-side configuration, or professional services unless expressly purchased.

12.2.2 Severity & Triage. Incident handling and response times are commercially reasonable and may vary by severity, impact, and Plan tier. Solto may request logs, headers, HAR files, message IDs, sample records, or minimal reproducible examples. You must cooperate to assist triage.

12.2.3 Client Environment. You are responsible for: (a) your hardware, internet connectivity, VPN/firewalls, DNS, email authentication (SPF/DKIM/DMARC), and endpoint security; (b) correct roles/permissions and API key hygiene; and (c) Third-Party Service configuration (carriers/ESPs/MLS/IDx vendors), except where expressly contracted otherwise.

12.2.4 Telecom/Email Deliverability. Deliverability depends on your content, reputation, consent practices, and vendor/carrier policies. Solto does not guarantee message or call delivery, inbox placement, or A2P approvals (Sections 6 and 8).

12.3 Betas, Labs, Previews, and Early Access

12.3.1 Nature of Betas. Features labeled Beta, Labs, Preview, Pilot, or similar (collectively, “Betas”) are provided AS IS, may be incomplete, less reliable, or changed/removed at any time, and are intended for evaluation purposes only.

12.3.2 Data Handling in Betas. Betas may use separate infrastructure, logs, or third-party components. You should not place mission-critical workflows solely on Betas and should maintain backups/exports.

12.3.3 Feedback. If you use a Beta, you consent to provide feedback and understand that Solto may use such feedback as set out in Section 10.7.

12.4 Deprecations and End-of-Life (EOL)

12.4.1 Vendor-Driven Changes. When a carrier, model provider, or other vendor deprecates or materially changes an interface or policy, Solto may need to modify or remove features correspondingly, sometimes with limited notice (Section 6).

12.4.2 Solto-Initiated EOL. If Solto elects to deprecate a generally available feature, we will use commercially reasonable efforts to provide advance notice and suggested alternatives, unless security, legal, or vendor constraints require immediate action.

12.5 No Professional Services Unless Purchased

12.5.1 Distinct Engagements. Implementation, migrations, custom integrations, creative/design work, brokerage operations support, bookkeeping, marketing services, or similar professional services are outside standard support and require a separate order or Marketplace engagement (Section 6.2.3).

12.5.2 Deliverables “AS IS”. Unless otherwise agreed in a signed SOW, deliverables from any professional services are provided AS IS without warranties (12.6), and schedules are estimates only.

12.6 Warranties (Limited) and Your Covenants

12.6.1 Limited Service Warranty (Platform). Solto warrants that, during an active Term, the Services will materially conform to the then-current documentation when used as authorized and configured in accordance with product requirements.

12.6.2 Exclusive Remedy. Your exclusive remedy for breach of 12.6.1 is for Solto, at its option and expense, to (a) repair or re-perform the non-conforming portions; (b) provide a commercially reasonable workaround; or (c) if repair/workaround is not feasible, discontinue the affected feature and, where you pre-paid specifically for that feature, issue a pro-rata credit for the unused portion. This remedy does not apply to issues caused by Third-Party Services, your configurations, or circumstances in 12.7–12.9.

12.6.3 Your Covenants. You represent and warrant that: (a) you have obtained all rights/consents necessary to submit Your Content and to use communications features (Sections 8–11); (b) your use will comply with law and these Terms; and (c) you will not use the Services for high-risk or prohibited activities (Sections 4 & Exhibit A/B).

12.7 Disclaimers

To the maximum extent permitted by law:

12.7.1 AS IS / AS AVAILABLE. Except for the limited warranty in 12.6.1, the Services (including APIs, Betas, AI features, templates, recommendations, telephony/email rails, MLS/IDX connections, and all Third-Party Services/Integrations) are provided “AS IS” and “AS AVAILABLE.” Solto disclaims all other warranties—express, implied, statutory, or otherwise—including merchantability, fitness for a particular purpose, non-infringement, accuracy, quiet enjoyment, and system integration.

12.7.2 No Uptime, Delivery, or Outcome Guarantee. Solto makes no warranty that the Services will be uninterrupted, error-free, secure, or free of harmful components, or that your messages, calls, or emails will be delivered, or that A2P/10DLC or vendor approvals will be granted or maintained.

12.7.3 No Professional Advice; Real-Estate Outcomes. The Services—including AI features—do not constitute legal, tax, financial, medical, or brokerage advice. No guarantees are made regarding real-estate outcomes (offers, pricing, appraisals, inspections, closings) (see Section 7).

12.7.4 Third-Party Services. Solto is not responsible for Third-Party Services’ availability, accuracy, performance, policies, pricing, or changes (Section 6). Your selection and use of Third-Party Services is at your risk.

12.7.5 Data Sources & Hallucinations. Reports, analytics, or AI outputs may be incorrect, incomplete, or outdated. You must verify before relying on them (Sections 9 & 11).

12.8 Special Risk Domains and Prohibited High-Risk Use

12.8.1 High-Risk Activities. The Services are not designed for use in hazardous environments or other high-risk applications where failure could result in death, personal injury, or severe environmental damage (e.g., medical diagnostics, air traffic control, nuclear facilities, life-support).

12.8.2 Regulated Advice/Decisions. Do not use the Services as the sole basis for regulated decisions (housing eligibility, lending, employment) without human review, appropriate impact assessments, and legal compliance (Sections 4 & 11).

12.9 Force Majeure

12.9.1 Definition. Solto is not responsible for delay or failure to perform due to events beyond reasonable control, including acts of God, labor disputes, government actions, war/terrorism, civil disturbances, cyberattacks, major Internet/DNS/carrier failures, pandemics, natural disasters, power failures, or vendor/partner outages.

12.9.2 Mitigation. Each party will use commercially reasonable efforts to mitigate the impact of a force-majeure event and to resume performance promptly.

12.10 Interaction with Other Sections; Survival

12.10.1 Cross-References. Read this Section together with Section 4 (Use & AUP), Section 5 (Fees/Pass-Through), Section 6 (Third-Party Services), Section 7 (Brokerage Note), Section 8 (Comms), Section 9 (Data/Privacy), Section 10 (IP), Section 11 (AI), Section 13 (Liability & Indemnities), and Section 17 (Service Changes).

12.10.2 Survival. The disclaimers in 12.7, special risk provisions in 12.8, and force-majeure clause 12.9 survive termination to the extent necessary to allocate risk for pre-termination events.

13.1 Limited Service Warranty; Disclaimers Cross‑Referenced

13.1.1 Limited warranty. Solto provides a limited platform warranty as stated in Section 12.6.1 and the exclusive remedy in Section 12.6.2.

13.1.2 Disclaimers. All other warranties are disclaimed as set forth in Section 12.7 and, for AI features, Section 11.10.1.

13.2 Limitation of Liability

13.2.1 Exclusion of certain damages. To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages; loss of profits, revenue, goodwill, or business opportunities; or loss, inaccuracy, or corruption of data, even if advised of the possibility of such damages and even if any remedy fails of its essential purpose.

13.2.2 Cap. Except for the carve‑outs in 13.3, each party’s aggregate liability arising out of or relating to the Agreement is limited to the amounts actually paid by you to Solto for the Services giving rise to the claim during the twelve (12) months immediately preceding the event first giving rise to liability.

13.2.3 Vendor/Third‑Party Services. Solto has no liability for Third‑Party Services or Integrations (Section 6), carriers or inbox providers (Section 8), or AI model providers (Section 11), and your sole recourse for such services is against those third parties subject to their terms.

13.3 Carve‑Outs

13.3.1 Exclusions from cap. The limitations in 13.2 do not apply to: (a) your payment obligations; (b) your indemnification obligations in 13.5; (c) your breach of Section 4 (Use & AUP), Section 9 (Data & Privacy), or Section 19 (Confidentiality); or (d) a party’s willful misconduct or fraud to the extent such exclusions cannot be limited under applicable law.

13.3.2 Consumer laws. Nothing in these Terms purports to limit rights that cannot be limited under applicable law.

13.4 Indemnification by You

13.4.1 Scope. You will defend, indemnify, and hold harmless Solto and its affiliates, officers, directors, employees, and agents from and against any third‑party claims, demands, investigations, penalties, or proceedings (and resulting damages, fines, settlements, costs, and reasonable attorneys’ fees) arising out of or relating to: (a) Your Content, prompts, outputs, or data; (b) your use of the Services (including communications, campaigns, automations, and workflows); (c) your use or configuration of any Third‑Party Services or Integrations; (d) your breach of law or these Terms; or (e) alleged infringement, defamation, privacy/publicity violations, or deceptive practices arising from your content, targeting, or messaging.

13.4.2 Communications‑specific. Without limiting the foregoing, you are responsible for compliance with telecom, email, and marketing rules (Section 8) and will indemnify Solto for claims from carriers, inbox providers, regulators, or recipients related to your communications or consent practices.

13.5 Defense and Procedure

13.5.1 Control. The indemnifying party will control the defense and settlement of an indemnified claim, provided that it may not settle a claim without the indemnified party’s prior written consent if the settlement imposes any admission of liability or any non‑monetary obligation on the indemnified party.

13.5.2 Cooperation. The indemnified party will promptly notify the indemnifying party of the claim (delay will not relieve obligations except to the extent of material prejudice) and provide reasonable cooperation at the indemnifying party’s expense.

13.6 Solto’s IP Indemnity (Limited)

13.6.1 Scope. Subject to 13.6.2–13.6.4 and the cap in 13.2.2, Solto will defend you against third‑party claims alleging that your authorized use of the Services (excluding Betas) directly infringes a valid U.S. copyright or patent and will pay damages finally awarded (or amounts agreed in a settlement approved by Solto).

13.6.2 Exclusions. This obligation does not apply to claims arising from: (a) Your Content, data, prompts, or outputs; (b) combinations with products, services, or data not provided by Solto; (c) your configurations or use contrary to documentation; (d) Beta, Labs, or Preview features; or (e) third‑party services or models.

13.6.3 Remedies. If a claim is made or likely, Solto may, at its option and expense: (a) procure the right for you to continue using the affected Services; (b) modify or replace the Services to be non‑infringing while materially equivalent; or (c) terminate the affected feature and issue a pro‑rata credit for any prepaid, unused fees specifically for that feature.

13.6.4 Sole remedy. This Section states your exclusive remedy and Solto’s entire liability for third‑party IP infringement claims related to the Services.

13.7 Data, Privacy, and Security Allocation of Responsibility

13.7.1 Roles. The parties’ respective roles and responsibilities for personal data are described in Section 9 and any applicable DPA (Exhibit E). You are responsible for obtaining and documenting consents and providing required notices.

13.7.2 Security baseline. Solto maintains security measures as described in Exhibit F. You are responsible for your environment, access controls, and endpoint security (Section 12.2.3).

13.8 Allocation of Risk; Essential Purpose

13.8.1 Allocation. The pricing, limitations, disclaimers, and indemnities reflect an agreed allocation of risk between the parties.

13.8.2 Essential purpose. The limitations in this Section apply even if a remedy fails of its essential purpose.

13.9 Insurance; Governmental or Court Orders

13.9.1 Insurance. Each party is responsible for maintaining insurance appropriate to its business and obligations hereunder where legally required or customary.

13.9.2 Orders. Solto may comply with lawful governmental, carrier, or court orders and has no liability for acts required to comply with such orders.

13.10 Relationship to Other Sections; Survival

13.10.1 Cross‑references. Read this Section with Section 4 (Use & AUP), Section 5 (Fees), Section 6 (Third‑Party Services), Section 8 (Comms), Section 9 (Data & Privacy), Section 10 (IP), Section 11 (AI), and Section 12 (Service Availability/Disclaimers).

13.10.2 Survival. The limitations, disclaimers, indemnities, and caps in this Section survive termination.

14.1 Suspension

14.1.1 Causes. Solto may suspend access immediately if: (a) you are in material breach of Section 4 (Use & AUP) or Section 8 (Comms); (b) there is a security incident, suspected fraud, or abuse; (c) required by carriers, inbox providers, regulators, courts, or law enforcement; (d) your account poses risk to the Services or others; or (e) for non‑payment per Section 5.

14.1.2 Scope/mitigation. Suspensions will be as targeted as reasonably practicable. Solto may provide notice where feasible and will reinstate when the issue is resolved.

14.2 Termination for Cause; For Convenience

14.2.1 By Solto for cause. Solto may terminate for material breach if not cured within a reasonable cure period after notice, or immediately for irremediable breaches (e.g., unlawful content, platform abuse).

14.2.2 By you for cause. You may terminate for Solto’s uncured material breach; your exclusive remedy is as stated in Section 12.6.2 and any applicable refund/credit terms expressly set forth herein.

14.2.3 Convenience. Month‑to‑month plans may be canceled prospectively per your account settings. Prepaid, fixed‑term subscriptions are non‑cancelable for convenience unless expressly stated otherwise in an order.

14.3 Effect of Termination

14.3.1 Access and use. Upon termination, your rights to access and use the Services cease. You must stop all use and uninstall or disconnect Integrations.

14.3.2 Fees. All fees and charges accrued become due and payable. Pass‑through charges (e.g., carrier/model costs) remain payable.

14.3.3 No refunds. Except as expressly stated, fees are non‑refundable and non‑creditable.

14.4 Data Export and Deletion

14.4.1 Export window. For a limited period after termination (if and as stated in product documentation), Solto may make standard exports available for self‑service download. Some data (e.g., logs, model telemetry) may not be exportable.

14.4.2 Deletion. Thereafter, Solto will delete or de‑identify Customer personal data consistent with Section 9 and the applicable DPA, subject to permitted retention (backups, legal holds, audit/financial records).

14.4.3 Assistance. Transition assistance, custom exports, or bespoke data handling may be available as professional services at then‑current rates.

14.5 Numbers, Domains, and Integrations

14.5.1 Portability. Porting of phone numbers, short codes, or messaging IDs is subject to vendor rules and your account being in good standing. Solto cannot guarantee porting timelines or outcomes.

14.5.2 DNS and email. You are responsible for removing DNS records, API keys, and OAuth grants and for re‑pointing email authentication (SPF/DKIM/DMARC) as needed.

14.5.3 Marketplace apps. Uninstall or disconnect Marketplace apps and third‑party integrations to prevent further data exchange.

14.6 Survival; Cross‑References

14.6.1 Survival. Sections relating to fees, IP, confidentiality, data/privacy, limitations of liability, indemnities, dispute resolution, and other provisions intended to survive will survive termination.

14.6.2 Cross‑references. Read with Section 5 (Billing), Section 6 (Third‑Party Services), Section 9 (Data & Privacy), Section 12 (Service Availability), Section 13 (Liability & Indemnities), and Section 17 (Changes).

15.1 Lawful Use; AUPs

15.1.1 Compliance. You will comply with all applicable laws, regulations, and self‑regulatory codes relevant to your use of the Services.

15.1.2 AUPs. You will comply with Exhibit A (AUP) and Exhibit B (AI AUP) and ensure your personnel and vendors do the same.

15.2 Communications Rules

15.2.1 Consent and content. Follow Section 8 for consent, opt‑outs, identity/authentication, content quality, and channel‑specific rules (e.g., A2P, CAN‑SPAM, TCPA, carrier policies).

15.2.2 Deliverability and reputation. Maintain good sending practices, list hygiene, rate control, and accurate headers and avoid deceptive or abusive content.

15.3 Fair‑Housing, Anti‑Discrimination, and Advertising

15.3.1 No discriminatory targeting. Do not create or distribute content or campaigns that directly or indirectly discriminate on the basis of protected characteristics.

15.3.2 Claims and disclosures. Substantiate claims, use required disclaimers, and comply with MLS/IDX and market‑data rules where applicable (Sections 6 and 11.11).

15.4 Privacy, Security, and Data Minimization

15.4.1 Notices and consent. Provide required privacy notices and obtain valid consents where needed; honor data subject rights per Section 9.

15.4.2 Security. Maintain appropriate technical and organizational measures and follow role‑based access and least‑privilege practices.

15.4.3 Minimization. Collect and store only what you need; avoid including sensitive data in prompts or uploads unless strictly necessary and lawful (Section 11.6).

15.5 Accessibility and Responsible Design

15.5.1 Accessibility. Where applicable, configure your public‑facing materials and campaigns to meet accessibility guidelines appropriate to your jurisdiction and audience.

15.5.2 Dark patterns. Do not use deceptive UX or misleading disclosures to obtain consent or manipulate behavior.

15.6 Vendor and Integration Management

15.6.1 Due diligence. Evaluate Third‑Party Services and Integrations for compliance and security; maintain appropriate contracts and scopes.

15.6.2 Configuration. Use least‑privilege API scopes, rotate credentials, and monitor usage and audit logs.

15.7 Cooperation and Enforcement

15.7.1 Investigations. Cooperate with Solto’s reasonable requests for information to investigate compliance concerns (Sections 3.5 and 11.12).

15.7.2 Corrective actions. Promptly implement corrective actions requested by Solto where necessary to address risk or violations.

15.8 Updates to Policies and Industry Rules

15.8.1 Dynamic environment. Carrier rules, model policies, and industry standards change frequently. Solto may update policies or require configuration changes to maintain compliance or deliverability (Sections 6, 8, 11, and 17).

15.8.2 Notice. Where feasible, Solto will provide notice of material policy changes that affect your use.

16.1 Informal Resolution

16.1.1 Notice and discussion. Before filing a claim, the complaining party must send written notice describing the dispute and the requested relief. The parties will meet and confer in good faith for at least thirty (30) days.

16.2 Optional Mediation

16.2.1 Mediation. The parties may mutually agree to non‑binding mediation with a neutral mediator in Dallas County, Texas or remotely.

16.3 Binding Arbitration; FAA

16.3.1 Scope. Except as set out in 16.4–16.6, any dispute arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by a reputable administrator under its commercial rules. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

16.3.2 Seat and place. The seat and place of arbitration is Dallas County, Texas, unless the parties agree to a remote/virtual proceeding.

16.3.3 Arbitrator authority. The arbitrator may award individual relief permitted by applicable law but may not preside over any class, representative, or consolidated proceeding.

16.4 Class Action and Representative Action Waiver

16.4.1 Waiver. The parties agree that any proceedings are conducted only on an individual basis and not as a class, collective, mass, or representative action.

16.4.2 No consolidation. Claims of more than one party may not be arbitrated or litigated jointly or consolidated without all parties’ consent.

16.5 Small‑Claims and Injunctive Relief Carve‑Outs

16.5.1 Small‑claims. Either party may bring an individual action in small‑claims court if it qualifies.

16.5.2 Injunctive relief. Either party may seek temporary or preliminary injunctive relief in court to protect IP rights or confidential information pending arbitration.

16.6 Governing Law and Venue

16.6.1 Law. These Terms are governed by the laws of the State of Texas, without regard to its conflicts‑of‑law rules, and by applicable U.S. federal law.

16.6.2 Venue. For any court proceedings permitted by this Section (including to enforce arbitration awards), the exclusive venue is the state and federal courts located in Dallas County, Texas, and the parties consent to personal jurisdiction there.

16.7 Opt‑Out; Time Limit to Bring Claims

16.7.1 Opt‑out. If you do not wish to agree to arbitration and class waiver, you must provide written notice within thirty (30) days after first accepting these Terms. If you opt out, 16.6 governs venue and law.

16.7.2 Time limit. Any claim must be filed within one (1) year after it arose, otherwise it is permanently barred, to the maximum extent permitted by law.

16.8 Fees and Costs; Confidentiality

16.8.1 Fees. Each party pays its own fees and costs unless the administrator’s rules or the arbitrator’s award provides otherwise.

16.8.2 Confidentiality. Arbitration proceedings and awards are confidential except as required to enforce or as otherwise required by law.

16.9 Severability; Survival

16.9.1 Severability. If any part of this Section is found unenforceable, the remainder will be enforced to the maximum extent possible; if the class‑action waiver is found unenforceable, this Section 16 (arbitration) will be unenforceable in its entirety.

16.9.2 Survival. This Section survives termination.

17.1 Service Changes; New Features; Deprecations

17.1.1 We may add, modify, or remove features to improve security, performance, or usability, to comply with law, or to reflect changes from vendors and partners.

17.1.2 Beta/Preview features may change substantially or be discontinued at any time (see Section 12 and any Exhibit covering Betas/Previews).

17.1.3 For deprecations that materially impact a generally available feature, we will use commercially reasonable efforts to provide advance notice and, where feasible, a transition path.

17.2 Maintenance Windows; Availability Notices

17.2.1 We may schedule maintenance (including emergency patches). For planned work, we will provide reasonable notice via status or in‑product banners when practicable.

17.2.2 We may take immediate actions to address critical security or stability issues without prior notice.

17.3 Pricing Changes; Taxes and Pass‑Through Costs

17.3.1 We may adjust subscription fees, usage tiers, pass‑through costs (e.g., carrier, model, marketplace, or registry fees), and applicable taxes. Changes take effect as stated in the notice.

17.3.2 For month‑to‑month plans, new pricing applies at the next billing cycle after notice. For fixed‑term prepaid subscriptions, changes generally apply at renewal unless expressly stated otherwise in an order.

17.3.3 Regulatory or vendor‑mandated pass‑through increases may be implemented sooner, with commercially reasonable notice when feasible.

17.4 Credits, Promotions, and Trials

17.4.1 Promotional credits, coupons, or trials are subject to the stated terms and may be modified or terminated prospectively.

17.4.2 Credits are non‑transferable, have no cash value, and expire as stated.

17.5 Updates to these Terms; Acceptance

17.5.1 We may update these Terms from time to time. We will indicate the “Last Updated” date and, for material changes, provide notice via reasonable methods (e.g., email, in‑product, or status page).

17.5.2 Your continued use after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services before the effective date.

17.6 Material Adverse Changes; Your Options

17.6.1 A “material adverse change” is a change to a generally available feature or fee that significantly reduces core functionality you reasonably rely on or substantially increases your net cost for that specific feature, excluding Betas/Previews and third‑party pass‑throughs.

17.6.2 If a material adverse change applies to you, you may terminate the affected feature (or the Agreement if the feature is essential to your plan) before the effective date, and request a pro‑rata credit for any prepaid, unused fees for the terminated portion.

17.7 Urgent Changes for Security, Fraud, or Compliance

17.7.1 We may implement immediate changes (including disabling or modifying features) to address security, fraud, abuse, legal, or regulatory requirements, or vendor mandates.

17.7.2 We will provide notice as soon as practical where feasible.

17.8 Methods of Notice

17.8.1 We may provide notice by email to your primary account email, via in‑product banners, through the status page, or by updating the “Last Updated” date for these Terms.

17.8.2 Notices are deemed given when sent or posted. Ensure your contact information is current and your spam filters allow our notices.

17.9 Version History and Effective Date

17.9.1 We may maintain a changelog or archive of prior versions. The effective date of an update will be stated in the notice or on this page.

17.9.2 In case of conflict between a changelog summary and the full text, the full text governs.

17.10 Third‑Party Policy Changes

17.10.1 Carriers, model providers, marketplaces, or other vendors may change their policies or fees. You must comply with updated third‑party requirements to continue using related features.

17.10.2 Where feasible, we will provide reasonable notice and guidance when such changes affect your configuration or usage.

17.11 Regionalization and Conflicts of Laws

17.11.1 We may adapt features or terms for specific regions to comply with local law or operational constraints.

17.11.2 If a local policy conflicts with these Terms, the local policy may control to the extent required by law or expressly stated.

17.12 Cross‑References; Survival

17.12.1 Read with Sections 5 (Fees), 6 (Third‑Party Services), 8 (Comms), 12 (Service Availability), and 13 (Liability).

17.12.2 Provisions on notice, versioning, and pricing changes survive as needed to effectuate updates and renewals.

18.1 Export Controls

18.1.1 The Services are subject to U.S. and other applicable export control laws. You will not export, re‑export, or transfer the Services in violation of law.

18.1.2 You will not use the Services from or for the benefit of embargoed countries or prohibited end‑uses.

18.2 Sanctions and Restricted Parties

18.2.1 You represent and warrant that neither you nor your beneficial owners are listed on any U.S. or applicable restricted‑party list (e.g., OFAC SDN).

18.2.2 You will not permit access by any person or entity on such lists or located in comprehensively sanctioned jurisdictions.

18.3 Anti‑Corruption; Anti‑Bribery

18.3.1 You will comply with the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and similar laws. Do not offer, give, solicit, or accept bribes, kickbacks, or improper benefits.

18.3.2 Maintain accurate books and records and internal controls appropriate to your obligations.

18.4 Government Use

18.4.1 If accessed by or on behalf of a government, the Services are “Commercial Items” with “Restricted Rights” under FAR/DFARS or similar. Use is governed solely by these Terms.

18.4.2 No rights beyond those expressly granted are provided.

18.5 Screening; Refusals; Termination

18.5.1 We may conduct screening (e.g., sanctions or adverse media checks) and decline, suspend, or terminate access for compliance reasons.

18.5.2 We may request information reasonably necessary to assess compliance and risk.

18.6 Data Localization and Lawful Orders

18.6.1 You will comply with data localization or residency rules applicable to your use. We may route or store data in jurisdictions as described in our privacy and security exhibits.

18.6.2 We may respond to lawful governmental or court orders consistent with law and our policies.

18.7 High‑Risk Uses

18.7.1 Do not use the Services for purposes prohibited in the AUPs or for high‑risk activities (e.g., weapons development, unlawful surveillance, critical infrastructure without appropriate controls).

18.8 Certifications; Cooperation

18.8.1 Upon reasonable request, you will certify compliance with this Section and cooperate with good‑faith compliance inquiries.

18.9 Remedies

18.9.1 We may suspend or terminate access where we reasonably believe a violation has occurred or may occur, without liability for resulting unavailability.

18.10 Cross‑References

18.10.1 Read with Sections 4 (Use & AUP), 6 (Third‑Party Services), 9 (Data & Privacy), 11 (AI), and Exhibits A–C.

18.11 Survival

18.11.1 This Section survives termination.

19.1 Confidential Information; Obligations

19.1.1 “Confidential Information” means non‑public information disclosed by a party that is marked or reasonably understood as confidential. Receiving party will use at least reasonable care to protect it and only use it to perform under these Terms.

19.1.2 Access is limited to personnel and contractors with a need to know and subject to confidentiality obligations at least as protective.

19.2 Exclusions

19.2.1 Information is not confidential if it: (a) is or becomes public through no breach; (b) was known without restriction; (c) is independently developed; or (d) is rightfully received from a third party without duty of confidentiality.

19.3 Compelled Disclosure

19.3.1 If legally required to disclose, the receiving party will (where lawful) give prompt notice and cooperate to seek protective treatment. Only the minimum required will be disclosed.

19.4 Injunctive Relief

19.4.1 Breach of confidentiality may cause irreparable harm. The disclosing party may seek injunctive relief in addition to other remedies.

19.5 Feedback

19.5.1 You grant Solto a worldwide, perpetual, irrevocable, royalty‑free license to use and incorporate feedback or suggestions without attribution or compensation.

19.6 Assignment

19.6.1 You may not assign these Terms (by law or otherwise) without our prior written consent, except to your successor in a merger, acquisition, or sale of substantially all assets, provided you give notice and the successor is not a competitor and agrees in writing to be bound.

19.6.2 We may assign or transfer these Terms in connection with a reorganization, merger, acquisition, or sale of assets, or to an affiliate able to perform.

19.7 Subcontracting

19.7.1 We may use subcontractors, including cloud and support providers. We remain responsible for their performance as for our own.

19.8 Relationship of the Parties

19.8.1 The parties are independent contractors. These Terms create no partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

19.9 Third‑Party Beneficiaries

19.9.1 There are no third‑party beneficiaries to these Terms, except as expressly stated.

19.10 Entire Agreement; Order of Precedence

19.10.1 These Terms (including exhibits, policies, and any order) constitute the entire agreement and supersede prior discussions.

19.10.2 In case of conflict, the following order controls unless explicitly stated otherwise: (1) an executed order or addendum; (2) these Terms; (3) Exhibits and incorporated policies; (4) documentation and product pages.

19.11 Waiver; Severability

19.11.1 Failure to enforce is not a waiver. A waiver must be in writing and is limited to its terms.

19.11.2 If any provision is unenforceable, the remainder remains in effect and the invalid provision will be modified to the minimum extent necessary to be enforceable.

19.12 Notices

19.12.1 We may provide notices under Section 17.8. Your legal notices to us must be sent to the address in the footer or as listed on our site, with a copy to legal@solto.ai (electronic copy is courtesy only).

19.13 Publicity and Branding

19.13.1 We may use your name and logo to identify you as a customer, consistent with your brand guidelines, unless you opt out by written notice.

19.14 Insurance

19.14.1 Each party will maintain insurance customary for similarly situated businesses where legally required or contractually agreed.

19.15 Governing Language

19.15.1 The English version controls. Translations are for convenience only.

19.16 Changes in Law

19.16.1 The parties will cooperate in good faith to modify use or terms as reasonably necessary to comply with changes in law or regulation.

19.17 Survival

19.17.1 Sections concerning confidentiality, feedback, assignment restrictions, notices, waiver/severability, and precedence survive termination.

20.1 Incorporated Policies and Exhibits

20.1.1 The following policies and exhibits are incorporated by reference: AUP (Ex. A), AI AUP (Ex. B), Communications Rules (Ex. C), Privacy (Ex. D), DPA (Ex. E if executed or required), Security (Ex. F), and any feature‑specific terms listed below.

20.2 Feature‑Specific Terms

20.2.1 Certain features (e.g., Marketplace, APIs/Developer, Brokerage/White‑label) have additional terms that apply when those features are enabled or used.

20.3 Updates to Exhibits and Policies

20.3.1 We may update exhibits and incorporated policies to reflect legal, security, or vendor changes. Material adverse changes will be noticed per Section 17.

20.5 Conflicts and Precedence

20.5.1 If a conflict arises between an exhibit/policy and these Terms, these Terms control unless the exhibit expressly states it prevails for its specific subject matter.

20.6 Access to Exhibits

20.6.1 Current versions of exhibits and policies are available via links in the product or on our website. Archived versions may be made available on request.

20.7 Beta/Preview Exhibits

20.7.1 Beta, Labs, or Preview features may be subject to separate program terms. Those terms apply while the feature is in Beta/Preview and may change on GA.

20.8 Brokerage‑Specific Exhibits

20.8.1 Brokerage plans (e.g., Solto Realty) may require additional documents (Ex. G, J, K, R). Those apply only to the extent the corresponding features are enabled for your account.

20.9 Marketplace, API, and Developer Terms

20.9.1 Marketplace apps and APIs are subject to Exhibits H and I (and third‑party terms, where applicable). You must comply with scopes, rate limits, and developer policies.

20.10 Survival

20.10.1 Incorporation and precedence provisions in this Section survive termination.

21.1 How to Use This Glossary

21.1.1 Alphabetical Control. Terms are listed A→Z.

21.1.2 Context Wins. If a term is defined in a feature‑specific Section or Exhibit (e.g., AUP, AI AUP, Comms Rules, Brokerage Documents), that context‑specific definition controls within that feature.

21.1.3 Cross‑References. Citations like “(§9.5)” refer to the Section where additional obligations or nuances appear.

21.1.4 Interpretation Rules. Construction rules (e.g., “including = without limitation”) are in §19.12.

21.2 Defined Terms (A→Z)

“Account” means your subscribed Solto workspace (also “Organization” or “Sub‑Account”), owned by the Account Owner, under which Authorized Users access the Services.

“Account Data” means administrative and billing information related to an Account (e.g., company name, contacts, plan tier, invoices, payment tokens), separate from User Content (§9.2).

“Account Owner” means the natural person or entity designated as the controlling owner of the Account (billing/plan authority, seat administration). Ownership dispute handling appears in §14.9.

“Affiliate” means an entity controlling, controlled by, or under common control with a party, where “control” means >50% beneficial ownership or the power to direct management.

“AI Features” means Solto’s artificial intelligence and automation capabilities (assistants, generative models, classifiers, summarizers, agents, decision support) governed by §11 and Exhibit B (AI AUP).

“AUP” means Exhibit A (Acceptable Use Policy).

“Authorized User” means an individual you invite to use the Services under your Account (employees, contractors, team members, vendors under your control) and who accepts these Terms.

“Backup/Archives” means routine system images and backups that are not readily accessible in production and are purged per lifecycle (§9.11).

“Beta(s)” means features labeled Beta/Labs/Preview/Pilot provided AS IS under §12.3.

“Brokerage / Brokerage Plan” means the optional affiliation with Solto Realty (a DBA of Solto LLC) governed by §7 and Exhibit G (Brokerage Documents).

“Brokerage Documents” means the documents applicable to Solto Realty affiliation (e.g., Independent Contractor Agreement, policy manual, branding/MLS packet), as updated (see Exhibit G).

“Brokerage Records” means transaction files and related compliance artifacts required by law/MLS/policy (e.g., representation agreements, disclosures, addenda, correspondence), with special retention (§7.11; Exhibit P).

“Business Plan / Brand Plan / Agent Plan” means the software plan tiers offered by Solto (non‑brokerage), described in plan catalogs and Exhibit O, with entitlements referenced in §17.4.

“Change Log” means Solto’s record of notable product/policy updates per §17.9.

“Class/Collective Waiver” means the waiver in §16.7 requiring disputes to proceed on an individual basis.

“Confidential Information” has the meaning in §19.1 (with exclusions in §19.1.2).

“Controller / Processor” have meanings under applicable privacy laws; where relevant, roles are set in a DPA (Exhibit E) (§9.4).

“Customizations” means configurations, templates, workflows, branding/white‑label changes, and content you create or import into the Services.

“Data Subject Tools” means in‑product or supported methods to export/delete User Content or exercise privacy rights (see §9.10 and Exhibit D).

“DPA” means Exhibit E (Data Processing Addendum), if executed or required by law.

“Effective Date” means the date you first accept these Terms (including by click‑through) or the date stated in a signed order/SOW.

“Fees” means all amounts due for base subscriptions, seats, add‑ons, Pass‑Through/Usage Charges, taxes, and any professional services (see §5 and Exhibit O).

“High‑Risk Activities” means uses where failure could cause death, personal injury, or severe environmental damage (e.g., life support, air traffic control), prohibited under §12.8.

“ICS / Exhibit(s)” means the Incorporated Policies listed in §20.3 (A→R) and any feature‑specific terms linked from the admin console/legal center.

“Incident” means a security event that materially compromises confidentiality, integrity, or availability of Solto systems or User Content; handled under Exhibit F and §9.14/§12.3.

“Integration(s)” means any data connection or interoperation between the Services and Third‑Party Services (e.g., email/SMS carriers, model providers, MLS/IDX vendors), governed by §6 and Exhibit H.

“Intellectual Property (IP)” means all copyrights, patents, trade secrets, know‑how, database rights, trademarks/service marks, moral rights, and similar rights, worldwide, registered or unregistered.

“Marks” means names, logos, slogans, trade dress, or other brand identifiers of a party (§10.5; Exhibit J).

“Marketplace” means Solto’s catalog or connection surface for third‑party apps/services governed by Exhibit H.

“Mass Arbitration” means coordinated multiple demands administered under AAA Mass Arbitration Supplementary Rules (see §16.5–§16.7).

“MLS/IDX” means Multiple Listing Services and Internet Data Exchange/VOW frameworks and related rules/agreements (see §6, §7, Exhibit K).

“Open‑Source Software (OSS)” means software governed by an open‑source license; notices appear in Exhibit L.

“Pass‑Through/Usage Charges” means variable fees billed by vendors and passed through by Solto (e.g., A2P/10DLC, carrier surcharges, AI compute/tokens, verification, storage overages), governed by §5.3, §5.11, §8, §11.

“Personal Data / Personal Information” means information linked or reasonably linkable to an identified/identifiable person as defined by applicable privacy law (see Exhibit D; DPA if applicable).

“Plan” means a pricing package (monthly/annual) defining base entitlements, seat pricing, and included features (see Exhibit O, §17.4).

“Privacy Policy” means Exhibit D.

“Professional Services” means separately purchased services (implementation, integration, creative, bookkeeping, transaction management, consulting) outside standard support (§12.5).

“Promotions” means time‑limited trials, coupons, or discounts subject to terms (see §5.5, §17.5.3).

“Protected Class” refers to characteristics shielded by fair‑housing/anti‑discrimination law (see Exhibit K, §11.11, §15.6).

“Security Practices” means Solto’s controls summarized in Exhibit F.

“Service(s)” means Solto’s software platform, applications, APIs, documentation, websites, and related hosting/processing provided to you under these Terms, including AI Features, Communications features, and Integrations (subject to plan/feature eligibility).

“Site” means Solto’s public websites and legal centers hosting policy versions and change logs.

“Solto” means Solto LLC, a Texas limited liability company (Dallas, TX), including its Affiliates and permitted assigns.

“Solto Realty” means the real estate brokerage DBA of Solto LLC; designated broker Amin Rad, TX Lic. #499893; brokerage license #9015206 (Texas) (§7).

“Sub‑Processor” means a third party engaged by Solto to process Personal Data on Solto’s behalf, subject to confidentiality/security obligations (see §9.12 and sub‑processor list).

“Taxes” means sales, use, VAT, GST, excise, or similar taxes (currently included in price per your instruction; subject to change) (§5.12; Exhibit O).

“Telecom/ESP” means telephony carriers, A2P registrars, email service providers, verification services, and related infrastructure partners used by the Communications features (§8; Exhibit C).

“Terms” means these Terms and Conditions together with all Exhibits/ICS and any signed orders/SOWs/addenda, as updated under §17.

“Third‑Party Services” means non‑Solto products/services (including vendor APIs, models, carriers, MLS/IDX providers, marketplaces) that integrate with or are used alongside the Services (§6).

“User Content” means data, text, images, audio/video, contacts, messages, logs, prompts, outputs, templates, documents, and other material that you (or your Authorized Users) submit to or generate via the Services (§9.2).

“Usage Data” means telemetry/metadata about how the Services are accessed and perform (e.g., features used, configuration settings, performance metrics) and may include de‑identified aggregates (§9.6).

“White‑Label” means branding modes allowing reduced Solto attribution subject to plan and Exhibit J.

21.3 Short Lists by Theme (For Convenience Only)

21.3.1 Data Families: Account Data; User Content; Usage Data; Personal Data; Brokerage Records; Backup/Archives.

21.3.2 Policy Pack (ICS): AUP (A), AI AUP (B), Comms Rules (C), Privacy (D), DPA (E), Security (F), Brokerage Docs (G), Marketplace (H), API Terms (I), Branding (J), Fair Housing (K), OSS (L), DMCA (M), SLA/Status (N), Billing/Taxes (O), Retention (P), Vulnerability Disclosure (Q), Insurance/Risk Controls (R).

21.3.3 Plans: Agent, Brand, Business (software only); Brokerage Plan (with Solto Realty affiliation).

21.4 Conflicts; Precedence; Survival

21.4.1 Conflicts. If a definition here conflicts with a feature‑specific definition in an Exhibit governing that feature, the feature‑specific definition controls for that context (see §17.10).

21.4.2 Survival. This Section survives termination to the extent needed to interpret rights/obligations related to pre‑termination conduct.