Terms of Service

These Terms of Service (the "Terms") form a legally binding agreement between you and Coralytics FZ-LLC, trading as Coraly ("Coraly," "we," "us" or "our"). If another Coraly entity is identified in an Order Form or other written agreement, that entity will be the contracting party for the services covered by that agreement.

These Terms govern access to and use of Coraly's websites, applications, platforms, products and services, including the Coraly Growth Platform, Listing Suite, Lead Suite, Marketing Suite, Compliance Suite, Transaction Suite, Packs, the Global Property Portal Index ("GPPI"), related reports, benchmarking products, application programming interfaces, and any associated features, content or services (collectively, the "Services").

By creating an account, accepting an invitation, claiming or administering an organisation or portal profile, clicking to accept these Terms, executing an Order Form, or otherwise accessing or using the Services, you agree to these Terms.

If you use the Services on behalf of a company, portal, brokerage, MLS, association or other organisation, you represent that you have authority to bind that organisation. In that case, "Customer," "Organisation" and "you" include that organisation and its authorised users.

If you do not agree to these Terms, or do not have authority to accept them on behalf of the relevant Organisation, you must not access or use the Services.

1. Eligibility and Business Use

1.1 The Services are intended for businesses and professionals. You must be at least 18 years old and legally capable of entering into a binding agreement.

1.2 You may use the Services only for lawful business or professional purposes and in accordance with these Terms.

1.3 If you accept these Terms for an Organisation, you represent and warrant that:

• you are authorised to accept these Terms on its behalf;
• the information you provide about the Organisation is accurate;
• you are authorised to administer its account or profile and invite other users; and
• you are authorised to grant the licences and permissions contained in these Terms.

2. Accounts, Invitations and Organisation Administration

2.1 Certain Services require an account. You must provide accurate, complete and current registration information and keep it updated.

2.2 You are responsible for safeguarding your credentials and for activities conducted through your account. You must promptly notify us at support@coraly.ai if you suspect unauthorised access or use.

2.3 Accounts are personal to the named user and may not be shared. An Organisation may invite authorised personnel to access its workspace, portal profile or subscription.

2.4 An Organisation administrator may control user access, roles, permissions and Organisation Content. Coraly may rely on instructions given by an Organisation administrator.

2.5 If your access is provided by an Organisation, the Organisation may access, manage, export or delete information associated with its workspace, subject to applicable law and the Privacy Policy.

2.6 Coraly may verify a user's identity, business email address, role, affiliation or authority before allowing the user to claim or administer an Organisation or portal profile. We may reject, suspend or reverse a claim where the evidence is insufficient or disputed.

3. The Services

3.1 Coraly provides software, workflows and information products for real-estate professionals and organisations. Features may include tools to create, review, manage, standardise and share property-related content; listing, lead and transaction workflows; compliance and disclosure materials; reporting; portal profiles; benchmarking; research; and GPPI scores and analysis.

3.2 Viewing or sharing certain Packs, public GPPI information or other content may be free. Creating, collaborating, benchmarking, monitoring, exporting or using other functionality may require a paid subscription, approved access tier or separate agreement.

3.3 We may improve, modify, add or remove features from time to time. We will not materially reduce the core functionality of a paid Service during a current subscription term without reasonable notice, except where required for security, legal compliance or to prevent harm.

3.4 Beta, preview, pilot or experimental features may be changed or withdrawn at any time and may be subject to additional terms. They are provided for evaluation and may be less reliable than generally available features.

3.5 Service descriptions, documentation and website materials explain current functionality but do not create a warranty unless expressly included in an Order Form or separate written agreement.

4. Orders, Subscriptions, Fees and Taxes

4.1 A paid subscription may be purchased through an online checkout, Order Form, statement of work or other written agreement. Each is an "Order." An Order may specify the Services, users, usage limits, fees, billing schedule, subscription term and additional conditions.

4.2 Unless an Order states otherwise:

• fees are quoted and payable in the currency shown at checkout or on the Order;
• fees are exclusive of applicable taxes;
• Customer is responsible for sales, use, value-added, withholding and similar taxes, other than taxes based on Coraly's net income;
• subscriptions begin on the date stated in the Order;
• payments are non-refundable except where these Terms, the Order or applicable law expressly provide otherwise; and
• Customer authorises Coraly and its payment providers to charge the selected payment method when payment becomes due.

4.3 If an Order provides for automatic renewal, the subscription will renew for the period specified in the Order unless either party gives the required notice of non-renewal. Renewal pricing may change upon reasonable advance notice.

4.4 Late amounts may accrue interest at the lower of 1.5% per month or the highest rate permitted by law. Coraly may suspend paid features for overdue amounts after reasonable notice.

4.5 Free, trial or complimentary access may be limited by duration, users, features, markets, exports or usage. Coraly may modify or discontinue such access upon reasonable notice, or immediately where necessary for security, misuse or legal compliance.

4.6 Complimentary or free access does not make an Organisation a paying customer and does not create any obligation for Coraly to continue providing the same access level.

5. Acceptable Use

You must not, and must not permit anyone else to:

• use the Services unlawfully, fraudulently or to infringe another person's rights;
• upload or distribute content that is unlawful, defamatory, deceptive, discriminatory, threatening, harmful or infringing;
• upload malicious code, interfere with security, probe vulnerabilities, or disrupt the Services;
• obtain unauthorised access to another account, Organisation, system or dataset;
• impersonate another person or misrepresent your affiliation or authority;
• use the Services to create unlawful housing, lending or employment discrimination;
• use generated content, scores or recommendations without appropriate professional and human review;
• remove proprietary notices or misrepresent the source of Coraly or GPPI content;
• reverse engineer, decompile or attempt to derive source code, models, scoring logic or non-public methodologies, except to the extent such restriction is prohibited by law;
• copy, scrape, harvest, download or republish the Services or any substantial portion of GPPI or another Coraly database by automated means without written permission;
• use the Services or Coraly Content to build or train a competing product, dataset, benchmark or model without written permission;
• bypass usage limits or access controls; or
• use the Services in a manner that could reasonably damage Coraly, GPPI, other users or third parties.

Coraly may investigate suspected misuse and take proportionate action, including limiting access, removing content, suspending accounts or reporting unlawful activity.

6. Customer and User Content

6.1 "Customer Content" means information, images, videos, text, documents, links, listing data, branding and other materials submitted, uploaded, selected, connected or otherwise made available by or for Customer through the Services.

6.2 As between the parties, Customer retains ownership of Customer Content. Customer grants Coraly a non-exclusive, worldwide, royalty-free licence to host, copy, process, reproduce, adapt, format, transmit, display and otherwise use Customer Content only as reasonably necessary to:

• provide, operate, support and secure the Services;
• perform Customer's instructions;
• generate materials, Packs, analysis or outputs requested by Customer;
• prevent fraud, abuse or technical problems;
• comply with law; and
• improve the Services using aggregated or de-identified information that does not identify Customer, an individual or a specific confidential listing.

6.3 Coraly will not use private Customer Content to train a third-party general-purpose AI model without Customer's express written permission. Third-party service providers may process Customer Content solely to provide contracted functionality to Coraly and subject to appropriate contractual restrictions.

6.4 Customer represents and warrants that it has all rights, permissions and lawful bases necessary to provide Customer Content and allow Coraly to process it under these Terms.

6.5 Customer is responsible for the accuracy, legality, quality and appropriateness of Customer Content, including property information, disclosures, images, claims, intellectual-property rights and personal data.

6.6 Coraly may remove or restrict Customer Content that reasonably appears unlawful, infringing, harmful or inconsistent with these Terms. Where reasonably possible, we will notify Customer.

7. AI-Assisted Features and Generated Outputs

7.1 Some Services may use artificial intelligence, machine learning, computer vision, automation or third-party models to analyse content or generate text, images, classifications, recommendations, scores or other outputs ("AI Outputs").

7.2 AI Outputs may be inaccurate, incomplete, outdated, biased or unsuitable for a particular purpose. Similar or identical outputs may be generated for other users.

7.3 Customer must review AI Outputs before relying on, publishing or using them. Customer remains responsible for decisions, representations, advertisements, disclosures and actions taken using AI Outputs.

7.4 AI Outputs do not constitute legal, financial, investment, valuation, appraisal, compliance, architectural, engineering or other professional advice.

7.5 To the extent permitted by law and subject to third-party rights, Customer may use AI Outputs generated specifically for Customer for its lawful business purposes. Coraly does not warrant that an AI Output is protectable by intellectual-property law or free from similarity to third-party content.

8. GPPI Data, Scores and Benchmarking

8.1 GPPI provides research, benchmarking and analytical information about real-estate portals and markets. GPPI may use public information, licensed data, portal submissions, sampled listings, captured webpages, technical observations, surveys, third-party information and Coraly analysis.

8.2 GPPI scores and findings reflect the data, evidence, methodology, confidence level and observation date applicable to the relevant assessment. They may not reflect every listing, feature, user experience, market condition or subsequent change.

8.3 GPPI information is provided for general informational and business-analysis purposes. It is not investment advice, a credit rating, a valuation, an endorsement, a certification, or a guarantee of commercial, operational or financial performance.

8.4 Customer must not present GPPI scores or reports misleadingly, remove material qualifications, alter results, or imply that Coraly endorses an investment, acquisition, portal or company.

8.5 Access tiers may restrict viewing, comparison, export, monitoring, redistribution or commercial use of GPPI information. Customer must comply with the limits associated with its tier or Order.

8.6 Unless Coraly provides written permission, Customer may not publish or redistribute non-public GPPI data, competitor-level reports, exports or substantial portions of the GPPI database. Reasonable internal business use and limited quotation with clear attribution are permitted within the applicable access tier.

8.7 Coraly may correct, update, withdraw or restate GPPI information where evidence, methodology or circumstances change. A portal may submit evidence or request correction through Coraly's published right-to-respond or corrections process. Coraly retains editorial and methodological independence.

8.8 Payment or participation does not determine a GPPI score. Access fees purchase access, functionality or analysis—not a particular score, ranking or outcome.

9. GPPI Participation and Organisation Brand Usage

9.1 If you register for, claim, accept an invitation to, or access a Coraly or GPPI product or service on behalf of an Organisation, you represent that you are authorised to accept these Terms and grant the permissions in this Section 9 on its behalf.

9.2 The Organisation grants Coraly a non-exclusive, worldwide, royalty-free licence to use and display its company name, portal name, logo and trademarks ("Organisation Marks") to identify the Organisation as:

• having claimed or verified a GPPI profile;
• participating in GPPI; or
• having access to a Coraly product or service, whether through paid, free, trial or complimentary access.

9.3 Coraly may display the Organisation Marks on Coraly and GPPI websites, portal profiles, benchmarking results, product and research reports, presentations, conferences and events, press materials, social media, investor communications and related marketing materials.

9.4 Coraly will not state or imply that the Organisation endorses Coraly, is a commercial partner, or is a paying customer unless separately agreed in writing. Coraly will describe the relationship accurately, using terms such as "GPPI participant," "claimed GPPI profile" or "organisation with Coraly or GPPI access," as applicable.

9.5 Coraly will use the Organisation Marks in accordance with reasonable written brand guidelines supplied by the Organisation and will not materially modify them other than resizing, cropping or formatting reasonably required for display.

9.6 The Organisation retains all ownership of its Organisation Marks. No ownership or goodwill in the Organisation Marks transfers to Coraly.

9.7 The Organisation may withdraw this permission by emailing operations@coraly.ai. Coraly will remove the Organisation Marks from new marketing materials and from digital materials under its direct control within 30 days after verifying the request. Coraly is not required to recall physical materials already printed or materials already distributed before receiving the withdrawal request.

9.8 The licence continues for the duration of the Organisation's participation in or access to Coraly or GPPI, including any free, trial or complimentary period. Sections 9.4, 9.6 and the limited right to retain archival or previously distributed materials survive termination.

10. Feedback and Submissions

If you provide suggestions, ideas, feature requests, corrections or other feedback about the Services, you grant Coraly a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation. This does not permit Coraly to identify you publicly as the source without permission.

11. Coraly Intellectual Property

11.1 Coraly and its licensors own all rights in the Services, Coraly and GPPI brands, software, designs, interfaces, workflows, templates, databases, reports, methodologies, scoring systems, documentation and content created by Coraly ("Coraly Content"), excluding Customer Content and third-party materials.

11.2 Subject to these Terms and payment of applicable fees, Coraly grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use the Services and Coraly Content for Customer's internal business purposes during the applicable access term.

11.3 No rights are granted by implication. Coraly reserves all rights not expressly granted.

11.4 "Coraly," "GPPI," "Global Property Portal Index" and associated names, logos and marks are trademarks or trade names of Coraly or its licensors. You may not use them except as expressly permitted in writing or under applicable law.

12. Confidentiality

12.1 "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential, including non-public product plans, security information, pricing, Customer Content, reports and business information.

12.2 The receiving party will use the disclosing party's Confidential Information only to perform or receive the Services and will protect it using at least reasonable care.

12.3 Confidential Information does not include information that the receiving party can demonstrate:

• is or becomes public without breach of these Terms;
• was lawfully known without restriction before disclosure;
• is received lawfully from a third party without confidentiality obligations; or
• is independently developed without use of the Confidential Information.

12.4 A party may disclose Confidential Information where legally required, provided it gives advance notice where legally permitted and reasonably assists the other party in seeking protection.

12.5 Aggregated or de-identified information that does not identify Customer or disclose its Confidential Information is not Customer Confidential Information.

13. Privacy and Data Protection

13.1 Coraly will process personal data in accordance with the Coraly Privacy Policy available at https://coraly.ai/legal/privacy.

13.2 Customer is responsible for providing required notices and obtaining lawful authority for personal data it submits or makes available through the Services.

13.3 If Coraly processes personal data on Customer's behalf as a processor or service provider and applicable law requires additional terms, the parties will enter into an appropriate data processing agreement.

13.4 Coraly may use service providers and subprocessors to operate the Services. Coraly remains responsible for managing them in accordance with applicable contractual and legal requirements.

13.5 No method of transmission or storage is completely secure. Coraly will use reasonable technical and organisational measures appropriate to the nature of the Services and information processed.

14. Third-Party Services and Content

14.1 The Services may interoperate with third-party websites, applications, models, payment providers, data sources or other services. Third-party services are governed by their own terms and privacy practices.

14.2 Coraly is not responsible for third-party services, content, availability, security or acts. Customer authorises Coraly to exchange information with a third-party service when Customer enables or requests the integration.

14.3 References or links to third parties do not constitute endorsement.

15. Compliance and Professional Responsibility

15.1 Customer is responsible for complying with laws, regulations, professional rules, advertising requirements, fair-housing requirements, intellectual-property rights, listing-platform rules and disclosure obligations applicable to its activities.

15.2 Coraly provides workflow, content, research and documentation tools. Coraly is not a law firm, brokerage, MLS, valuation provider, investment adviser or regulator.

15.3 Templates, checks, Disclosure Packs, scores and other materials do not guarantee compliance or replace professional judgment or legal advice.

16. Suspension and Termination

16.1 Customer may stop using free Services at any time. Paid subscriptions may be cancelled or not renewed according to the applicable Order.

16.2 Either party may terminate an Order for material breach if the breach is not cured within 30 days after written notice. A breach involving unlawful conduct, security, intellectual-property infringement or deliberate misuse may justify immediate suspension or termination.

16.3 Coraly may suspend access where reasonably necessary to:

• prevent or address a security threat;
• stop unlawful or harmful use;
• protect Coraly, users or third parties;
• comply with law or a binding request; or
• address undisputed overdue fees.

Where reasonably possible, Coraly will give notice and limit the suspension to the affected account, user or functionality.

16.4 Upon termination or expiry:

• Customer's right to access the affected Services ends;
• outstanding fees become due;
• each party will return or delete the other party's Confidential Information where required, subject to lawful retention, backups and these Terms; and
• Customer may request an export of available Customer Content within 30 days, unless access was terminated for unlawful conduct or export is technically unavailable.

16.5 Sections that by their nature should survive will survive, including ownership, confidentiality, payment obligations, disclaimers, liability limitations, indemnification, dispute terms, and provisions concerning previously distributed materials.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CORALY CONTENT, GPPI DATA, SCORES, REPORTS, AI OUTPUTS AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

CORALY DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY AND ERROR-FREE OPERATION.

CORALY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR SECURE; THAT DEFECTS WILL BE CORRECTED; THAT SCORES, REPORTS OR AI OUTPUTS WILL BE ACCURATE OR CURRENT; OR THAT USE OF THE SERVICES WILL PRODUCE A PARTICULAR BUSINESS, COMPLIANCE, TRANSACTION, INVESTMENT OR MARKETING RESULT.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

18. Limitation of Liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, ANTICIPATED SAVINGS OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

18.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, AN ORDER OR THESE TERMS WILL NOT EXCEED:

• FOR PAID SERVICES, THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
• FOR FREE, TRIAL OR COMPLIMENTARY SERVICES, US$100.

18.3 The exclusions and limits in Sections 18.1 and 18.2 do not apply to:

• Customer's payment obligations;
• a party's fraud or wilful misconduct;
• death or personal injury caused by negligence where liability cannot be excluded;
• Customer's breach of Sections 5, 6.4, 8.6 or 11;
• a party's infringement or misappropriation of the other party's intellectual-property rights; or
• liability that cannot lawfully be limited or excluded.

18.4 The limitations apply regardless of the legal theory and even if a remedy fails its essential purpose.

19. Indemnification

19.1 Customer will defend, indemnify and hold harmless Coraly, its affiliates, officers, directors, employees and agents from third-party claims, damages, liabilities, penalties, costs and reasonable legal fees arising from:

• Customer Content;
• Customer's unlawful or unauthorised use of the Services;
• Customer's breach of Sections 5, 6.4, 8.4, 8.6 or 11; or
• Customer's violation of another person's rights.

19.2 Coraly will promptly notify Customer of an indemnified claim and provide reasonable cooperation at Customer's expense. Customer may control the defence and settlement, but may not admit fault by Coraly or impose a non-monetary obligation on Coraly without written consent.

19.3 Any additional Coraly indemnity for paid enterprise Services must be expressly stated in an Order Form or separate written agreement.

20. Changes to the Services and These Terms

20.1 Coraly may update these Terms to reflect changes to the Services, law, security requirements or business operations.

20.2 We will post updated Terms and revise the "Last updated" date. For material changes affecting existing paid Customers, we will provide reasonable advance notice through the Service or by email where practicable.

20.3 Changes will apply from the stated effective date. If you do not agree to a material change, you must stop using the affected Services before it takes effect. Continued use after the effective date constitutes acceptance where permitted by law.

20.4 A material expansion of the Organisation brand licence will not apply retroactively without renewed acceptance by an authorised representative.

21. Governing Law and Dispute Resolution

21.1 These Terms and any dispute arising from them or the Services are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

21.2 Before commencing formal proceedings, each party will give written notice describing the dispute and allow at least 30 days for good-faith resolution discussions.

21.3 Except for claims eligible for small-claims court or requests for temporary or injunctive relief concerning intellectual property, confidentiality, security or unauthorised access, disputes will be finally resolved by binding arbitration administered by the American Arbitration Association under its applicable commercial rules.

21.4 The arbitration will be conducted in English by one arbitrator. The seat and legal place of arbitration will be Wilmington, Delaware, unless the parties agree otherwise. Proceedings may be conducted remotely.

21.5 TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY.

21.6 Nothing prevents either party from seeking urgent equitable relief from a court of competent jurisdiction.

22. Export Controls and Sanctions

You may not use or export the Services in violation of applicable export-control, trade-sanctions or import laws. You represent that you are not prohibited from receiving the Services under applicable law.

23. General Provisions

23.1 Electronic communications. You consent to receive agreements, notices and service communications electronically. Electronic acceptance has the same effect as a handwritten signature where permitted by law.

23.2 Notices. Legal notices to Coraly must be sent to legal@coraly.ai. Coraly may send notices to the email associated with Customer's account or through the Services.

23.3 Assignment. Customer may not assign these Terms or an Order without Coraly's prior written consent, except as part of a merger or sale of substantially all relevant assets where the assignee is not a direct competitor and agrees to be bound. Coraly may assign these Terms to an affiliate or in connection with a merger, restructuring, financing or sale of its business or assets.

23.4 Force majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, excluding payment obligations.

23.5 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, fiduciary, employment or agency relationship.

23.6 No third-party beneficiaries. These Terms do not create rights for anyone other than the parties and permitted successors.

23.7 Waiver. Failure to enforce a provision is not a waiver.

23.8 Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in effect.

23.9 Interpretation. Headings are for convenience. "Including" means "including without limitation." The singular includes the plural where appropriate.

23.10 Entire agreement. These Terms, the Privacy Policy, applicable Orders and incorporated policies form the entire agreement concerning the Services and replace prior agreements on the same subject, except a separately signed agreement that expressly overrides these Terms.

23.11 Order of precedence. If documents conflict, the following order applies: a separately signed master agreement; an Order Form; a data processing agreement; these Terms; incorporated policies; and website documentation.

24. Contact Information

Coralytics FZ-LLC, trading as Coraly

General support: support@coraly.ai
Legal notices: legal@coraly.ai
Privacy requests: privacy@coraly.ai
Brand-permission withdrawals: operations@coraly.ai