Terms of Service
These Terms of Service ("Terms") govern your access to and use of the products and services provided by Grassfed Services LLC, a Delaware limited liability company ("GrassFed," "we," "us," or "our"). By accessing our website, clicking to accept these Terms at checkout, creating an account, or using the Services, you agree to be bound by these Terms (including the Acceptable Use Rules in Section 17) and our Privacy Policy. If you do not agree, do not use the Services.
Important — read these sections carefully. Section 14 (Dispute Resolution) requires individual arbitration and waives your right to a jury trial or to participate in a class action. Section 12 (Limitation of Liability) caps our financial responsibility. Section 13 (Indemnification) requires you to defend and indemnify us in connection with your Campaigns, subject to the exclusions in Section 13.2.
These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and GrassFed, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted.
1. Definitions
For purposes of these Terms:
- "Agent," "Client," "you" — the individual real estate licensee who agrees to these Terms and uses the Services. The Agent represents that the Agent has any authorization required from the Agent's supervising broker, if applicable, to use the Services.
- "Services" — collectively the Just Listed / Just Sold Service, the Farm Service, the GrassFed platform (including dashboards, reporting, and reply management), and any related software, content, and support provided by GrassFed.
- "Just Listed / Just Sold Service" — per-Campaign cold-email outreach Campaigns automatically triggered when GrassFed detects a qualifying MLS event (e.g., a new listing, sale, or closing) for which the Agent has subscribed, billed per Campaign at the tier price selected at checkout.
- "Farm Service" — monthly subscription cold-email outreach with a defined monthly sending allowance, billed monthly, quarterly, or annually.
- "Campaign" — a single outreach sequence sent on behalf of the Agent under the Services, typically composed of multiple email steps. For billing and cap purposes, "Campaign" refers to the entire sequence triggered by a single qualifying event, not each individual email within it.
- "Recipient" — a homeowner or other natural person to whom a Campaign email is addressed.
- "Client Content" — any email copy, branding, imagery, lead lists, recipient data, or other materials provided by the Agent (or generated by GrassFed at the Agent's direction) for use in the Services.
- "Infrastructure" — sending domains, mailboxes, IP allocations, deliverability tooling, and related technical assets used to operate the Services.
2. Eligibility & Account
2.1 Who may use the Services
The Services are intended solely for individuals who are: (a) at least 18 years old; (b) currently licensed as a real estate salesperson, broker associate, broker, or equivalent designation in good standing under the laws of a U.S. state, or operating under written authorization of such a licensee; (c) operating exclusively in the United States and targeting U.S. recipients; and (d) not subject to a pending or active disciplinary action by any state real estate commission or regulator that prohibits prospecting or marketing.
2.2 Account information
You will provide complete and accurate information, including your legal name, real estate license number and state, license type, supervising broker information, brokerage legal name and DBA (if any), brokerage office physical address and phone number, the state(s) where you intend to prospect, and (where applicable) your team or DBA registration. You agree to keep this information current. You authorize GrassFed, at its discretion, to verify license status with applicable state real estate commissions on a periodic basis. We may suspend or terminate the Services if any required information is missing, inaccurate, expired, or revoked.
2.3 Acceptance via Stripe checkout
Acceptance of these Terms (including the Acceptable Use Rules in Section 17) and the Privacy Policy occurs when you click to accept at Stripe checkout. The Agent additionally provides a separate, affirmative authorization for automatic recurring charges as described in Section 6.7 at the moment of checkout. We may, from time to time, require re-acceptance of these Terms through an in-platform prompt; continued use of the Services after such prompt constitutes acceptance.
3. The Services
3.1 What GrassFed does
GrassFed operates a cold-email outreach platform for U.S. real estate professionals. We design, configure, and execute Campaigns on behalf of the Agent, providing the Infrastructure, copywriting templates, lead sourcing, list hygiene, and reply management dashboards. Campaigns are transmitted from GrassFed-owned domains and mailboxes using an outreach persona representing the Agent, with the Agent's identity, brokerage, license, and physical address disclosed in each Campaign email's body and signature.
3.2 What GrassFed does not do
GrassFed is not your attorney, your real estate licensee supervisor, or your compliance officer. GrassFed does not provide legal advice, tax advice, or fair-housing certification. GrassFed does not guarantee delivery to any specific mailbox, reply rates, listing appointments, or revenue outcomes.
3.3 Just Listed / Just Sold Service and 90% Contact-List Floor
The Just Listed / Just Sold Service consists of automatically triggered per-Campaign purchases. When GrassFed detects an MLS event (such as a new listing, sale, or closing) corresponding to the event types and filters the Agent has configured, GrassFed will queue and bill a Campaign on the Agent's behalf. The charge is committed to the Agent's card on file at the time of MLS detection (see Section 6.7). Each Campaign is delivered as a sequence; not every Recipient will receive every step (e.g., Recipients who reply, opt out, or hard-bounce are removed from subsequent steps).
90% Contact-List Floor. GrassFed will use commercially reasonable efforts to assemble Campaign contact lists in the closest applicable neighborhood or radius around the property of interest. GrassFed commits to assembling and attempting to send to at least 90% of the tier's Contact Allowance in each Campaign under the Just Listed / Just Sold Service (the "Contact-List Floor"). The Contact-List Floor is a commitment about the size of the target list GrassFed assembles and attempts to send; it is not a warranty of delivery, inbox or folder placement, opens, replies, appointments, or any outcome.
"Contact Allowance" means the number of intended unique recipients for the applicable tier, measured after deduplication of prior responders from the Agent's Campaigns sent within the prior 90 days and after removal of suppressed recipients.
Where overlap with a recent Campaign would otherwise reduce the assembled list below the floor, GrassFed will dedupe prior responders, re-target non-responders, and expand the search radius or otherwise top up the list to meet the floor. If GrassFed assembles and attempts to send to fewer than 90% of the Contact Allowance for reasons within GrassFed's control, the Agent's sole and exclusive remedy is a non-cash credit toward a future Campaign or a re-run, at GrassFed's election.
Total-failure exception. If GrassFed assembles and attempts to send to fewer than 50% of the Contact Allowance, or if a sufficient contact pool cannot reasonably be assembled for the Agent's targeted territory, GrassFed will, at its election, either re-run the Campaign on a different territory or issue a non-cash credit equal to the purchase price (see Section 6.4) that can be redeemed for the Services. This is a goodwill, non-cash credit and the Agent's sole and exclusive remedy for such failure; not a cash refund.
Agent-configured filters. The Agent's account includes filters that determine whether a detected MLS event qualifies for Campaign generation (including minimum list price, property type, geographic exclusions, monthly campaign cap, and other criteria). The Agent may configure or modify filters at any time through the Agent's portal. If a Campaign is halted because a detected event fails the Agent's filters, GrassFed will issue a non-cash credit equal to the charge for that Campaign (see Section 6.4). The Agent is responsible for keeping the Agent's filters current; GrassFed has no obligation to anticipate or correct misconfigured filters.
3.4 Farm Service
The Farm Service is a monthly subscription with a defined monthly sending allowance ("Sending Allowance") corresponding to the tier purchased. The tier list, current Sending Allowances, and pricing are set forth in your subscription order. GrassFed will use commercially reasonable efforts to deliver up to the Sending Allowance each calendar month based on available territory, lead supply, and Infrastructure capacity. Unused volume within a billing period does not roll over. GrassFed makes no guarantee that the Sending Allowance will be fully utilized in any given month.
3.5 Content, approval, and automated launches
GrassFed provides email templates as a starting point. The Agent's Campaign copy is reviewed and approved by GrassFed for deliverability, brand-fit, and quality at signup (the "Default Copy"). The Agent may request edits or substitute new copy at any time; any new or edited copy is subject to GrassFed re-approval before the affected Campaign sends. GrassFed's approval is a deliverability, brand-fit, and quality check only. It is not a legal or compliance review. The Agent is solely responsible for the legality of every email sent on the Agent's behalf, including but not limited to compliance with the federal Fair Housing Act, state real estate marketing rules (including any required license-number, brokerage, or fair-housing disclosures), CAN-SPAM, state anti-spam laws, the NAR Code of Ethics where applicable, any required broker authorization, and all applicable laws and regulations.
Automated launches. Upon detection of a qualifying MLS event corresponding to the event types and filters the Agent has configured, GrassFed will queue and prepare a Campaign using the Agent's Default Copy. The Agent may edit Campaign copy, recipient targeting, or filters at any time before the Campaign begins sending. If the Agent does not make changes prior to sending, the Agent expressly authorizes GrassFed to launch the Campaign using the Agent's Default Copy and configured filters.
3.6 Reply handling, staff access, and global suppression
Replies, opt-outs, and bounces from Recipients are routed into GrassFed's master inbox and the Agent's portal, where the Agent and GrassFed personnel can view them. You acknowledge and agree that GrassFed personnel may access the contents of replies, opt-outs, and bounces in the course of operating the Services, providing support, ensuring quality, and processing opt-outs. GrassFed handles such information in accordance with the Privacy Policy.
Reply = global suppression. Except as provided in Section 8.4, any Recipient who replies to a Campaign email is added to GrassFed's global suppression list and will not receive further Campaigns from any GrassFed Agent for a period of at least 3-6 months from such reply. This applies to all replies, positive or negative, on the basis that a Recipient who has been engaged once should not be immediately re-prospected by the platform.
3.7 GrassFed is not a real estate broker
GrassFed provides advertising, marketing, and message-transmission services that is not contingent on, and does not vary with, any listing, sale, lease, transaction, commission, or referral. GrassFed does not negotiate any real estate transaction, represent any party to a transaction, hold or escrow any funds for a transaction, or owe any fiduciary duty in connection with any transaction. GrassFed's fees compensate GrassFed solely for the advertising and transmission services described in these Terms.
3.8 Email-only Services
The Services are email-only. GrassFed does not place telephone calls or send SMS/text messages as part of the Services. If GrassFed introduces any voice or text channel in the future, that channel will be governed by separate supplemental terms.
Lead data provided through the Services may include phone numbers obtained from third-party providers. If the Agent elects to use any contact information (including phone numbers) outside the Services — including for direct phone outreach, SMS, or any other channel — the Agent is solely responsible for compliance with all applicable telemarketing, TCPA, state mini-TCPA, and Do-Not-Call laws, and the warranties and indemnities in Sections 8 and 13 apply to such use.
3.9 Limited AI use
GrassFed may use automated systems, including machine learning, to perform sentiment analysis on replies, auto-tag replies likely to indicate interest, and flag deliverability anomalies. GrassFed does not use AI to generate or send Campaign content without human review, and does not use Recipient reply contents to train models served to third parties.
3.10 Use of Services
You acknowledge and agree that you are solely responsible and liable for your use of our Services and any e-mails, if any, sent in connection with your use of the Services. In some U.S. states or other jurisdictions, you may be required to obtain consent, provide notice or complete some other action in order to lawfully conduct certain types of marketing activities or processing of personal information. You understand that we have not provided any notice nor obtained any rights or consent on your behalf. To the extent that any law or regulation may require that you provide notice, obtain consent, or complete some other action in order to lawfully market to any person or process their personal information, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.
By using our Services, you agree to comply with all applicable laws, and you are solely responsible for your own understanding of, and compliance with, all applicable laws. We make no representation regarding what applicable law might or might not require.
3.11 Agent Representations
By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation,.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
a. Account security. You are solely responsible for maintaining the confidentiality of your account information, including username and password, and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.
b. Account information accuracy. You must always provide accurate information to us and maintain the accuracy of the information associated with your account. We may assume that any communications we’ve received from your account, or the associated contact information have been made by you, and that any purchases made using your account were made by you.
c. Responsibility for your use of our Services. You acknowledge and agree that you are solely responsible and liable for your use of our Services and any communications made in connection with your use of the Services.
d. Notice and consent. You acknowledge that in some countries, U.S. states or other jurisdictions, you may be required to obtain consent, provide notice or complete some other action in order to lawfully conduct certain types of marketing activities or processing of personal information. You understand that we have not provided any notices nor obtained any rights or consents on your behalf. Therefore, to the extent that any law or regulation may require that you provide notice, obtain consent or complete some other action in order to lawfully market to any person or process their personal information, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.
e. Legal bases for processing. In connection with the Services, you may access, receive or otherwise process data which is subject to various privacy and security laws governing personal information. If you do so, you agree that you will only access, use or otherwise process such data:
- Pursuant to explicit consent from the data subject of the data, sufficient to comply with the consent requirements of applicable laws, or
- Pursuant to any other legal basis (or substantively similar term) for processing under applicable law.
f. Compliance with law. You shall comply with all laws applicable to your use of the Services. Notwithstanding anything herein (including any permissions granted by us herein), you are solely responsible for your own understanding of, and compliance with, all applicable laws. We make no representation (and you should not rely on any representation by us) regarding what applicable law might or might not require (including with respect to data subject notices, consents and permissions).
4. Infrastructure & Ownership
4.1 GrassFed owns the Infrastructure
All sending domains, mailboxes, mailbox credentials, intellectual property allocations, deliverability tooling, code, copywriting templates, dashboards, and other Infrastructure are owned and operated by GrassFed. Subject to your compliance with these Terms, you are granted a non-exclusive, revocable, non-assignable and non-sublicensable license, throughout the term of your subscription to: (i) use the Services; and (ii) store, print or make a copy of data gained from the use of the Services.. You do not acquire any ownership interest in, and will not receive credentials to, any GrassFed-owned domains or mailboxes.
We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, data, functionality, software, domains, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Services "AS IS".
4.2 Shared infrastructure
You acknowledge that GrassFed may operate sending pools, domains, and mailboxes that are shared across multiple clients of GrassFed. You agree not to engage in behavior that materially degrades the reputation or deliverability of shared Infrastructure (including but not limited to sending content likely to generate spam complaints, opting to bypass GrassFed's approval workflow, or submitting non-compliant lead data).
4.3 On termination
Upon termination of the Services, GrassFed retains all Infrastructure. The Agent has no right to transfer, port, or otherwise migrate domains, mailboxes, or any technical assets used in connection with the Services. Section 5.3 governs GrassFed's retention and use of lead and Recipient data after termination.
5. Client Content & Lead Data
5.1 Ownership of Client Content
As between the parties, you retain ownership of Client Content that you provide. You grant GrassFed a worldwide, non-exclusive, royalty-free, sublicensable license to host, process, transmit, modify, and use Client Content as necessary to provide the Services, improve the Services, and operate our business. This license survives termination only as needed to retain records required for compliance or to defend claims.
5.2 Lead data
GrassFed sources lead data from public records and/or third-party providers under GrassFed's own licenses. If you provide your own list of homeowner leads, you warrant that you have the legal right to provide it (see Section 17.5, "Lead Data Warranties") and you authorize GrassFed to skip-trace, enrich, validate, and process such list using GrassFed's third-party providers.
5.3 GrassFed-Sourced Data; Reply and Intent Data
As between GrassFed and Agent, GrassFed retains all right, title, and interest in and to Recipient data that GrassFed sources under its own licenses, and in all reply, response, engagement, deliverability, suppression, and related data generated through or received in connection with the Services (collectively, “GrassFed Data”). GrassFed Data includes information and content indicating a Recipient’s potential interest in selling, buying, listing, or otherwise transacting with respect to real property (“Intent Data”), but does not include Client Content supplied by the Agent except to the extent incorporated into GrassFed Data in de-identified or aggregated form.
The Agent acknowledges and agrees that GrassFed may retain, compile, analyze, enrich, create derivative data from, use, disclose, license, transfer, and otherwise commercialize GrassFed Data and Intent Data for GrassFed’s business purposes, including to operate and improve the Services; develop and maintain internal data assets; create aggregated, de-identified, or statistical products; match or refer a Recipient to a third-party lead vendor, real-estate professional, wholesaler, or other lawful recipient; and provide, license, or sell data products or lead opportunities to third parties for consideration. The Agent has no ownership interest in GrassFed Data or Intent Data and no right to receive proceeds from GrassFed’s use or commercialization of it.
GrassFed will exercise the foregoing rights only: (a) to the extent permitted by the applicable data-source terms and licenses; (b) in accordance with the Privacy Policy and applicable law; (c) subject to all applicable consumer requests, opt-out preferences, deletion requests, and suppression requirements; and (d) subject to written contractual restrictions requiring third-party recipients to use the data only for lawful purposes and to protect it appropriately. GrassFed will not disclose or use any Recipient’s information in a manner that bypasses or conflicts with a Recipient’s applicable opt-out, suppression, or other lawful contact restriction. Nothing in this Section authorizes the Agent to use, sell, transfer, or disclose GrassFed Data except as expressly permitted by GrassFed in writing.
This Section survives termination. On termination, GrassFed is not obligated to provide the Agent an export of GrassFed Data, including lead lists, reply data, or Intent Data, and GrassFed may continue to use such data as permitted by this Section.
5.4 Privacy, Recipient data, and Data Processing
GrassFed handles Recipient personal data in accordance with the Privacy Policy then in effect and published at https://www.grsfd.ai/privacy.
6. Fees, Billing & Taxes
6.1 Pricing and payment
Pricing for the Just Listed / Just Sold Service and the Farm Service is set forth on our website and in your order confirmation. Just Listed / Just Sold Service is charged in full at the time a Campaign is triggered. Farm Service is charged in advance for the billing period selected (monthly, quarterly, or annually). All charges are processed through Stripe.
6.2 Auto-renewal
Farm Service subscriptions automatically renew at the end of each billing period at the then-current pricing for your tier, unless you cancel before renewal as described in Section 7. Where required by applicable state law, GrassFed will send the Agent a pre-renewal notice within the statutory window applicable to the Agent's billing period and state of residence.
6.3 Failed payments
If a charge fails, GrassFed will pause the affected Campaign (Just Listed / Just Sold) or pause sending under your subscription (Farm), notify you, and request an updated payment method. GrassFed has no obligation to send any Campaign for which payment has not cleared.
6.4 No refunds
All fees are non-refundable. Where a remedy is available under these Terms, or where GrassFed elects to provide a goodwill remedy in its sole discretion, the remedy is issued as a non-cash credit applied to the Agent's account. Credits may be applied toward future Campaigns under the Just Listed / Just Sold Service or Farm subscription fees, are non-transferable, may not be exchanged for cash, and may be revoked or forfeited upon termination of the Agent's account for cause. Farm subscriptions are not prorated; cancellation takes effect at the end of the current billing period, and the Agent retains access for that period. No refunds or credits will be issued for unused Sending Allowance in any month. You have no right to refunds or credits for unused or partially used Services. All payments made to GrassFed are final and nonrefundable
6.5 Price changes
GrassFed may change pricing for either the Just Listed / Just Sold Service or the Farm Service from time to time. For the Farm Service, GrassFed will provide at least 30 days' notice of a price increase before it takes effect at the next renewal; continued use after the change constitutes acceptance, and the Agent may cancel to avoid the new price. For the Just Listed / Just Sold Service, GrassFed will provide at least 14 days' notice of a per-Campaign price change; the new price applies to Campaigns triggered after the change takes effect, and the Agent may pause auto-charges or adjust filters at any time to avoid charges at the new price.
6.6 Taxes
Fees are exclusive of all taxes. You are responsible for any sales, use, VAT, or similar taxes attributable to your purchase.
6.7 Card-on-file authorization
By providing a payment method and accepting these Terms — and by separately affirming consent to recurring charges at Stripe checkout — the Agent authorizes GrassFed to automatically charge the Agent's card on file (a) for each Campaign under the Just Listed / Just Sold Service at the time the Campaign is triggered by a qualifying MLS event matching the Agent's configured filters, and (b) for each recurring Farm subscription billing period, on the terms disclosed at checkout.
For Just Listed / Just Sold Service, charges occur on a schedule determined by MLS event detection, in amounts equal to the Agent's selected tier price as shown at checkout, up to the Agent's Monthly Campaign Cap as set in the Agent's portal. The Monthly Campaign Cap default is established by GrassFed at account creation and is configurable by the Agent at any time. If GrassFed detects qualifying events beyond the Monthly Campaign Cap in any month, no further Campaigns will be auto-charged or auto-launched for that month; GrassFed will notify the Agent and the Agent may affirmatively authorize additional Campaigns on a per-Campaign basis.
The authorization in this Section 6.7 continues until the Agent (i) removes the payment method, (ii) cancels the affected Service in accordance with Section 7, or (iii) terminates the engagement. If the Agent removes a payment method without replacing it, GrassFed will pause Campaigns and is not obligated to send any Campaign until a valid payment method is restored.
6.8 Promotional credits
GrassFed may, at its discretion, grant the Agent non-cash promotional credits applicable to future Campaigns, including onboarding credits, goodwill credits, and credits issued in connection with a halted or under-delivered Campaign under Section 3.3. Promotional credits are non-cash, non-transferable, may not be exchanged for cash, and may be revoked or forfeited at GrassFed's discretion, including upon termination of the Agent's account for cause.
7. Cancellation, Suspension & Termination
7.1 Cancellation of Services
You may cancel at any time through the Manage Billing tab in the Agent's portal, or by sending an email to admin@grassfed.tech. For Farm Service, cancellation takes effect at the end of the then-current billing period; no prorated refunds are issued. For Just Listed / Just Sold Service, cancellation of the card-on-file authorization stops future auto-charges; Campaigns already triggered and charged cannot be cancelled mid-send.
7.2 Suspension and termination by GrassFed
GrassFed may immediately suspend the Services, in whole or in part, without prior notice and at GrassFed's sole discretion, for any of the following: (a) violation or suspected violation of these Terms; (b) non-payment; (c) content, conduct, or list practices likely to generate spam complaints, blocklisting, or regulatory inquiry; (d) abusive, threatening, or persistently disruptive behavior toward GrassFed staff; (e) loss, revocation, suspension, or expiration of the Agent's real estate license; (f) regulatory inquiry, demand letter, or litigation arising from the Agent's Campaigns; (g) use our Services in a manner that violates any applicable laws; (h) reasonable belief by GrassFed that continued provision of the Services would expose GrassFed, its other clients, or its Infrastructure to undue legal, financial, or reputational risk.
Termination of the account for a violation will occur either (i) following confirmation of the violation, (ii) following the Agent's failure to respond to a cure request within a reasonable time, or (iii) where the violation is of a category for which no cure is possible (including but not limited to fraud, license revocation, regulatory order, or repeated violations of the Acceptable Use Rules in Section 17).
On termination for cause, GrassFed will retain fees paid for Campaigns already sent or in-progress at termination.
GrassFed may, in its sole discretion, choose to reinstate the Services after a suspension if the underlying issue is resolved.
7.3 Effect of termination
Upon termination, your right to access and use the Services ends immediately. Provisions of these Terms that by their nature should survive termination (including Sections 1, 4, 5, 6.4, 8, 9, 10, 11, 12, 13, 14, 15, and 16) will survive.
8. Compliance — Agent's Responsibilities & Warranties
8.1 Sender and initiator status
(a) The Agent is a "sender" of each Campaign email within the meaning of CAN-SPAM (15 U.S.C. § 7702(16)) and is the party whose products and services are advertised. The Agent's identity, brokerage, license, and physical address appear in every Campaign email's body and signature.
(b) The parties acknowledge that, because GrassFed originates and transmits Campaign emails using GrassFed-owned domains and mailboxes, GrassFed is also an "initiator" of each Campaign email under 15 U.S.C. § 7702(9), and that more than one person may be an initiator of a single message.
(c) The Agent is responsible for the message-level disclosures required of a "sender" — including identity, physical postal address, advertisement identification, and the lawful basis for prospecting the Recipient.
(d) For purposes of the FTC multiple-sender rule (16 C.F.R. § 316.2(b)), the parties designate the Agent as the sole "sender" for the message-identification requirements. GrassFed's status as an initiator does not transfer the message-level disclosure obligations to GrassFed.
(e) GrassFed shall reasonably comply with its transmission-compliance duties as an initiator under the Services.
8.2 Compliance attestations
The Agent represents, warrants, and covenants that, at all times during the engagement: (a) the Agent holds a real estate license that is active and in good standing in each state where the Agent prospects; (b) the Agent has any authorization required under applicable state law from the Agent's supervising broker to send marketing under the brokerage name listed in the Agent's account, and that any broker-side claim relating to that authorization or its absence will be the Agent's responsibility under Section 13; (c) all information provided at intake (license number, license type, license expiration, brokerage information, office address, office phone, team or DBA information) is accurate and currently valid; (d) any team name or DBA used in the Services is properly registered with the applicable state real estate commission or Secretary of State and complies with that state's naming rules; (e) the Agent will not solicit listings for properties currently listed with another broker; (f) the Agent has reviewed and complies with all state-specific real estate marketing rules in each state the Agent targets, including but not limited to license-number display rules, brokerage-name disclosure and prominence rules, broker-phone routing rules, affirmative "real estate broker" status disclosures, and state-designated cease-and-desist or no-solicitation zones; (g) the Agent will provide GrassFed with prompt written notice of any disciplinary action, regulatory inquiry, demand letter, subpoena, or litigation that could reasonably affect the Services or GrassFed; and (h) the Agent will not use the Services for any purpose other than lawful real estate prospecting and marketing in the United States.
8.3 Identity, persona, and content warranties
The Agent represents and warrants that: - (a) the Agent has authorized GrassFed to send Campaign emails using an outreach persona representing the Agent, with the Agent's actual identity, brokerage, license, and physical address disclosed in the body and signature of each Campaign email; - (b) the Agent has reviewed and approved the structure and identity of the outreach persona used in the Agent's Campaigns; - (c) the Agent's identity, brokerage, license, and physical address as provided to GrassFed are true, accurate, and currently valid; - (d) the Agent's authorization includes the use of GrassFed-owned sending domains and mailboxes for transmission, consistent with industry practice for cold-email-marketing service providers; and - (e) all subject lines and Campaign content the Agent submits or approves are truthful, non-deceptive, and accurately reflect the content of the email. The Agent acknowledges that misleading subject lines, falsified header information, or unauthorized use of third-party domains can expose the Agent to private rights of action under some state laws.
8.4 Opt-out mechanism
Every Campaign email sent through the Services includes a clear and conspicuous instruction allowing the Recipient to opt out of further Campaigns by replying to the email with a designated keyword (for example, "remove," "stop," "unsubscribe," or any substantively similar reply indicating the Recipient does not wish to be contacted, such as spam complaints). In addition, hard bounces and regulator-protected recipients are governed by this Section. The Agent acknowledges and agrees that:
- (a) The keyword-reply mechanism is the "Internet-based mechanism" under 15 U.S.C. § 7704(a)(3)(A)(i) that the Services use to receive opt-out requests. The required "clear and conspicuous notice" under 15 U.S.C. § 7704(a)(5)(A)(ii) is satisfied by the placement and formatting of the in-email opt-out instruction. Campaign emails do not include a hyperlink-based unsubscribe mechanism.
- (b) GrassFed will process opt-out requests by adding the Recipient to GrassFed's global suppression list within 10 business days of receipt, as required by 15 U.S.C. § 7704(a)(4)(A)(i).
- (c) GrassFed will maintain the reply-to mailbox associated with each Campaign in a state capable of receiving opt-out requests for at least 30 days after the original Campaign send, as required by 15 U.S.C. § 7704(a)(3)(A)(ii);
- (d) once a Recipient is added to the global suppression list, the Recipient will not receive further Campaigns from any GrassFed Agent; and
- (e) GrassFed maintains the global suppression list as a permanent record across all Agents and Campaigns.
The Agent's compliance obligations under Section 8 (including the Agent's status as the legal sender) apply equally to the opt-out mechanism. The Agent will not direct GrassFed to remove, obscure, or modify the keyword-reply opt-out instruction in any Campaign email.
9. Intellectual Property
9.1 GrassFed Intellectual Property
The Services, GrassFed Infrastructure, templates, dashboards, software, documentation, trademarks, and all related intellectual property are and remain GrassFed's property. Nothing in these Terms transfers ownership of any GrassFed intellectual property to the Agent. The Agent receives only the limited license described in Section 4.1.
9.2 Templates
The Agent may use GrassFed-provided email templates solely in connection with Campaigns sent through the Services. The Agent may not reproduce, redistribute, or use GrassFed templates outside the Services without GrassFed's prior written consent.
9.3 Feedback
If the Agent provides suggestions, ideas, or feedback about the Services, GrassFed may use such feedback without restriction and without compensation to the Agent.
10. Third-Party Services
The Services rely on third-party providers, including payment processors, email sending infrastructure, lead data providers, domain registrars, mailbox providers, and other infrastructure providers. GrassFed is not responsible for the acts or omissions of any third-party provider, including outages, data losses, pricing changes, terms changes, or termination by the third party. You acknowledge and agree that if you view, access or otherwise interact with third-party products or services, you do so at your own risk and we have no liability arising from such access or use. You are responsible for complying with all terms, conditions and policies imposed by a provider of a third-party product or service. We cannot guarantee the continued availability of integrations of third-party products or service with the Services and may cease providing interoperation with a third-party product without entitling you to any refund, credit, or other compensation, if, for example and without limitation, the provider of a third-party product ceases to make the third-party product available for interoperation with the Services in a manner acceptable to us. The Agent's sole remedy for any third-party-caused disruption is the limitation-of-liability and goodwill remedies described in these Terms.
11. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK.TO THE FULLEST EXTENT PERMITTED BY LAW, GRASSFED DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. GRASSFED DOES NOT WARRANT ANY SPECIFIC DELIVERABILITY RATE, INBOX PLACEMENT, OPEN RATE, REPLY RATE, APPOINTMENT, LISTING, COMMISSION, OR REVENUE OUTCOME. GRASSFED DOES NOT WARRANT THAT THE SERVICES WILL COMPLY WITH THE AGENT'S PARTICULAR STATE'S REAL ESTATE MARKETING RULES OR FAIR HOUSING REQUIREMENTS; THE AGENT IS RESPONSIBLE FOR THAT DETERMINATION. THE COMMITMENT IN SECTION 3.3 RELATES TO THE SIZE OF THE LIST ASSEMBLED AND THE ATTEMPT TO SEND, NOT TO INBOX PLACEMENT OR ANY OUTCOME.
GrassFed is not a law firm and does not provide legal or compliance advice. We recommend that you consult with your legal counsel for matters such as state real estate marketing rules, fair housing law, or other regulatory compliance.
12. Limitations of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO GRASSFED IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE THOUSAND DOLLARS (US $1,000). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS
13. Indemnification
13.1 indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third-party, including but not limited to intellectual property rights; (5) any overt harmful act toward any party with whom you interacted with via the Services; (6) the Agent's lead data, including any claim that the data was sourced or used in violation of applicable law; (7) any claim by the Agent's supervising broker, brokerage, or team arising out of the Agent's use of the Services or the absence of any required broker authorization; or (8) the violation of any applicable law or regulation. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
13.2 Defense procedure
If we are seeking indemnification ("Indemnified Party") we will: - (a) promptly notify the indemnifying party ("Indemnifying Party") in writing of any claim for which indemnification is sought (provided that failure to give prompt notice does not relieve the Indemnifying Party except to the extent of actual prejudice); (b) cooperate reasonably in the defense of the claim at the Indemnifying Party's expense; and (c) not settle the claim without the Indemnifying Party's prior written consent if the settlement imposes any obligation on the Indemnifying Party or includes any admission of liability.
The Indemnifying Party may, at its option, assume sole control of the defense and settlement of any claim. If the Indemnifying Party does not assume control within a reasonable time, the Indemnified Party may control the defense, and the Indemnifying Party will reimburse reasonable defense costs.
14. Dispute Resolution; Arbitration; Class Waiver
14.1 Informal resolution first
Before initiating any formal dispute, the parties will attempt in good faith to resolve the dispute through informal negotiation for at least 30 days after written notice. Such informal resolution discussions commence upon written notice from one Party to the other Party. To commence this procedure, you agree to contact us at admin@grassfed.tech and provide a written description of the dispute (including your name, your complaint, and how you’d like to resolve it) along with the email address or phone number associated with your account. You must engage in this informal resolution process before starting any formal dispute resolution.
14.2 Binding individual arbitration
If informal resolution does not succeed, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration before one neutral arbitrator, except for the claims expressly excluded in Section 14.5.
To commence arbitration, the party seeking arbitration must deliver written notice to the other party describing the dispute, the relief sought, and the factual and legal basis for the claim. Within 30 days after delivery of that notice, the parties will attempt in good faith to agree on a single arbitrator who is a licensed attorney or retired judge with substantial experience resolving commercial or consumer disputes, as applicable. If the parties do not agree on an arbitrator within that period, either party may ask a court of competent jurisdiction to appoint the arbitrator under Section 5 of the Federal Arbitration Act.
The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. Except to the extent preempted by federal law, Delaware law governs the parties' substantive rights and obligations. The arbitrator will apply the applicable substantive law, may award any individual relief available in a court of competent jurisdiction, and will have authority to resolve discovery disputes and other procedural matters. The parties are entitled to a reasonable opportunity to exchange nonprivileged information relevant to the dispute, subject to the arbitrator's authority to limit discovery to what is proportionate to the needs of the arbitration.
The arbitrator may conduct conferences and hearings by videoconference or other remote means and, if an in-person hearing is necessary, will select a reasonably convenient location after considering the parties' circumstances. Each party will bear its own attorneys' fees and costs unless applicable law or these Terms permit the arbitrator to award them. GrassFed will pay the arbitrator's fees and any other arbitration-specific costs to the extent required by applicable law; otherwise, the parties will evenly split the arbitrator's fees and any other arbitration-specific costs.
The arbitrator will issue a written, reasoned decision stating the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court of competent jurisdiction.
Delegation. The arbitrator, and not any court, has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Section 14, including any claim that all or any part of this Section 14 is void or voidable.
14.3 Class-action waiver
The Agent and GrassFed each waive any right to participate in a class action, collective action, or representative action. Disputes must be brought in the parties' individual capacities only. The arbitrator has no authority to consolidate claims or to preside over any form of representative proceeding. YOU AND GRASSFED AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
If the class-action waiver in this Section 14.3 is held unenforceable as to any particular claim, that claim (and only that claim) is severed from arbitration and must be brought in the courts identified in Section 15. The remainder of Section 14 (including the bilateral arbitration requirement for other claims) continues to apply.
14.4 Opt-out right and acknowledgment
The Agent may opt out of this arbitration agreement and class-action waiver by sending written notice to admin@grassfed.tech within 30 days after first agreeing to these Terms. The opt-out notice must include the Agent's name, account email, and a clear statement that the Agent opts out of arbitration. GrassFed will acknowledge receipt of any opt-out notice within 10 business days; the Agent should retain GrassFed's acknowledgment as evidence of timely opt-out. Opting out has no other effect on the Terms.
14.5 Carve-outs
Nothing in this Section 14 prevents either party from (a) seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, or (b) bringing an action in small-claims court for claims within that court's jurisdiction. Nothing in this Section 14 waives any non-waivable right to seek public injunctive relief, which may be pursued in a court of competent jurisdiction.
14.6 Survival
This Section 14 survives termination of these Terms.
15. Governing Law; Venue
These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of law principles. User and GrassFed both agree to submit to the personal jurisdiction of the courts located within Delaware, for the purpose of litigating all such claims or disputes that are not subject to arbitration.
16. Changes to These Terms
We reserve the right, in our sole discretion, to make changes or modifications to these Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Services after the date such revised Terms are posted.
17. Acceptable Use Rules
The following operational rules form a binding part of these Terms. A violation of any rule in this Section 17 is a violation of these Terms and may result in suspension or termination of the Services under Section 7.2, in addition to any other remedies available to GrassFed (including indemnification under Section 13).
17.1 Who may use the Services
The Services are available only to U.S.-based real estate licensees in good standing. The Agent must not use the Services if the Agent's real estate license is suspended, revoked, lapsed, or subject to a pending disciplinary action that restricts marketing or prospecting. The Agent will promptly notify GrassFed of any change to the Agent's license status.
17.2 Sender identity & CAN-SPAM
Sender and initiator status. The Agent is a "sender" of each Campaign email transmitted through the Services within the meaning of CAN-SPAM (15 U.S.C. § 7702(16)). GrassFed is also an "initiator" of each Campaign email under 15 U.S.C. § 7702(9) because GrassFed originates and transmits Campaign emails using GrassFed-owned domains and mailboxes.
Required footer elements. Every Campaign email must include, in the signature and/or footer: (a) the Agent's legal name as it appears on the Agent's real estate license, or a pen name accompanied by the Agent's real name as the licensed party of record; (b) the Agent's license type (fully stated; the term "broker," "sales agent," or similar may not be abbreviated where state law requires the full designation); (c) the brokerage's legal name (and DBA, if applicable); (d) the brokerage's physical street address (not a P.O. Box) per CAN-SPAM § 7704(a)(5); (e) where required by state law, the brokerage's office telephone number; (f) any federal or state-specific disclosures applicable to the Agent's licensing state and any target state; (g) a clear identification of the message as a commercial advertisement; and (h) a clear and conspicuous opt-out instruction enabling the Recipient to opt out by replying with a designated keyword (e.g., "stop," "remove," "unsubscribe").
No deceptive headers, subject lines, or routing. The Agent will not use, or authorize the use of, false or misleading "From," "To," "Reply-To," or routing information. Subject lines must accurately reflect the content of the email. The Agent specifically acknowledges that misleading subject lines or header information can give rise to private rights of action under state laws, and warrants that the Agent's submitted or approved content does not violate any of these laws.
17.3 State real estate marketing compliance
General obligation. The Agent will comply with the real estate marketing, advertising, and solicitation rules of every state in which the Agent is licensed and every state to which the Agent's Campaigns are directed.
Specific attestations. Without limiting the foregoing, the Agent represents and warrants that: (a) The Agent has confirmed and complies with any state-specific license-number-display requirement. (b) The Agent has confirmed and complies with the brokerage-name prominence requirements of each applicable state. (c) Depending on where the Agent is licensed, the brokerage office telephone number used in Campaign communications complies with state rules regarding routing and prominence. (d) Depending on where the Agent is licensed, Campaign emails affirmatively state that the Agent is a licensed real estate broker (or sales associate, as applicable). - (e) Depending on where the Agent is licensed, Campaign communications display the brokerage name in a manner consistent with state law. (f) Where the Agent uses a team name or DBA, that team name or DBA has been registered with the applicable state real estate commission or Secretary of State and complies with that state's naming rules. (g) The Agent will not solicit Recipients in any zone designated by any state as a cease-and-desist zone and.the Agent will respect any updated zone designations. (h) The Agent will not solicit homeowners protected under any state's "no-knock," "no-solicit," or "do-not-solicit" homeowner registry maintained by the state real estate commission or any state or local government, to the extent applicable. and (i) The Agent will respect cadence and frequency restrictions imposed by state law, including the prohibition on "clear harassment".
GrassFed's role. GrassFed will use commercially reasonable efforts to configure footer templates and platform safeguards to support state-specific compliance. GrassFed's templates and platform safeguards are tools, not guarantees. The Agent is responsible for verifying that every Campaign sent on the Agent's behalf complies with applicable law.
17.4 Prohibited content
Campaigns may not include, link to, or promote: (a) content that violates the Fair Housing Act, any state fair-housing law, or any equivalent civil rights statute, including any "preference, limitation, or discrimination" based on race, color, religion, sex, familial status, national origin, disability, sexual orientation, gender identity, source of funds, military status, or any other protected category under applicable law; (b) deceptive, false, or misleading statements about the Agent's experience, credentials, designations, awards, sales history, or affiliations; (c) deceptive subject lines or "From" / sender names; (d) solicitation for properties currently listed with another broker, in violation of ethics codes or any analogous state ethics rule; (e) content promoting any unlawful activity, fraud, money-laundering, or evasion of mandatory disclosures; (f) content infringing the intellectual property or publicity rights of any third party; (g) malware, phishing payloads, or links to malicious sites; (h) adult content, gambling promotions, or content prohibited by federal or state law; or (i) any content that GrassFed reasonably determines, in its sole discretion, is harmful to the deliverability or reputation of the Services, the shared Infrastructure, or other clients.
17.5 Lead data warranties
The Agent represents and warrants that, with respect to any lead list, recipient data, or Campaign target list: (a) the data was obtained from a lawful source (e.g., public records, the Agent's own prior transactions, or a vendor with the right to license it); (b) the Agent has the legal right to use the data for cold-email outreach and to authorize GrassFed to process the data on the Agent's behalf; (c) the data has not been scraped from sources where scraping is prohibited by terms of service or applicable law; (d) the Agent will not import or re-import any contact who has previously opted out of Campaign communications through any Agent's account on the GrassFed platform; and (e) the Agent will not use the Services to contact any recipient whom the Agent has been instructed by the recipient, a broker, an MLS, or a regulator not to contact.
17.6 Global suppression
A "Suppression Event" includes any of the following: -(a) a Recipient replies with a designated opt-out keyword (or otherwise uses a keyword-reply opt-out mechanism herein); (b) a Recipient replies in any form to a Campaign email (replies trigger global suppression regardless of sentiment, on the basis that a Recipient who has engaged once should not be re-prospected by the platform); (c) a Recipient files a spam complaint with their mailbox provider that is reported to GrassFed; (d) the Recipient's email address generates a hard bounce or is identified as invalid by GrassFed's validation systems; (e) the Recipient is identified by a state real estate commission, regulator, or court as protected from solicitation; or (f) GrassFed otherwise determines, in its sole discretion, that continued contact with the Recipient would create undue legal, reputational, or deliverability risk.
Platform-wide application. Upon any Suppression Event, the affected Recipient is added to GrassFed's platform-wide suppression list and is removed from all current and future Campaigns of every Agent on the GrassFed platform, regardless of which Agent's Campaign generated the Suppression Event. Suppression arising under clauses (a), (c), (d), (e), or (f) is permanent and does not expire. Suppression arising solely under clause (b) (a reply that is not an opt-out keyword, spam complaint, hard bounce, or regulator-protected status) lasts for the period stated in Section 3.6, after which the Recipient may again be included in Campaigns unless another Suppression Event has occurred.
No bypass. The Agent will not re-import, re-upload, or otherwise attempt to contact any suppressed Recipient through the Services. Repeated attempts to bypass the suppression list are grounds for immediate termination.
The reason. The Agent acknowledges that GrassFed operates shared sending Infrastructure. A single Recipient who has opted out and is then re-contacted (by the same or a different Agent) is materially more likely to file a spam complaint, file a regulatory complaint, or litigate, all of which damage shared deliverability and create platform-wide risk. The global-suppression rule protects every Agent on the platform.
17.7 Listed-property exclusion
The Agent will not use the Services to solicit a listing for any property currently listed for sale with another real estate broker, consistent with any state ethics rule. The Agent is responsible for excluding currently-listed properties from any lead list provided to GrassFed.
17.8 Geographic & jurisdictional limits
U.S. only. Campaigns may target only Recipients located in the United States. The Agent will not request Campaigns directed at Recipients located outside the United States and will exclude such Recipients from any list provided to GrassFed.
Cease-and-desist zones. The Agent will not target Recipients in any state-designated cease-and-desist or no-solicitation zone. The Agent acknowledges that GrassFed maintains a list of known cease-and-desist zones and will apply platform-level exclusions; the Agent remains responsible for confirming compliance for any new or changed zone designation.
Subject-line strict-review states. For Campaigns directed at Recipients in California, Washington, Maryland, or Utah, the Agent agrees that GrassFed may apply additional subject-line and header review, and the Agent will accept the reasonable conclusions of that review process before a Campaign is initiated. The Agent acknowledges that GrassFed may retain a send log to support a documented compliance defense, as applicable.
17.9 Sending-volume & service integrity
The Agent will not: (a) attempt to inflate, manipulate, or otherwise circumvent the Sending Allowance (Farm) or Contact Allowance (Just Listed / Just Sold, as defined in Section 3.3) applicable to the Agent's tier; (b) use, or attempt to use, GrassFed Infrastructure to send any email outside the Services (e.g., by attempting to access mailbox credentials); (c) probe, scan, or test the vulnerability of any GrassFed system, or attempt to bypass any security or access control; (d) reverse-engineer, decompile, or attempt to extract source code from any part of the Services; or (e) use the Services to compete with GrassFed or to build a competing product.
17.10 Reporting obligations
The Agent will notify GrassFed promptly (and in any event within five (5) business days) of: (a) any disciplinary action, investigation, or inquiry initiated by a state real estate commission, attorney general, or other regulator that could reasonably relate to Campaigns sent through the Services; (b) any demand letter, subpoena, or threat of litigation from a Recipient, regulator, broker, brokerage, MLS, or other third party relating to Campaigns sent through the Services; (c) any change to the Agent's license status (suspension, revocation, expiration, change of brokerage, etc.); and (d) any change to the Agent's brokerage of record, supervising broker, team membership, or DBA registration.
17.11 Consequences of violation
GrassFed may, at its sole discretion, take any of the following actions in response to a violation or suspected violation of this Section 17: (a) suspend the Services immediately in whole or in part (suspension may be immediate and without prior notice; see Section 7.2 for the termination procedure following suspension); (b) refuse to send any Campaign; (c) remove any contact, list, or content from the Services; (d) on termination for cause following the procedure in Section 7.2, retain fees paid for Campaigns already sent or in-progress at termination, and provide a non-cash credit (subject to Section 6.4) for fees paid for Campaigns that had not yet launched at termination; (e) refer the matter to the Agent's supervising broker, the relevant state real estate commission, or law enforcement; and (f) pursue any remedy available under these Terms or applicable law, including indemnification under Section 13.
18. General Provisions
- Entire agreement. These Terms, together with the Privacy Policy and any order confirmation, constitute the entire agreement between the parties regarding the Services and supersede any prior or contemporaneous understandings.
- Assignment. The Agent may not assign these Terms without GrassFed's prior written consent. GrassFed may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.
- No waiver. Failure to enforce any provision of these Terms is not a waiver of the right to enforce it later.
- Severability. If any provision of these Terms is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
- Force majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including third-party service outages (payment processors, email sending infrastructure, lead data providers, domain registrars, mailbox providers, ISPs, blocklists, regulators), natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet failures, or pandemics.
- No third-party beneficiaries. These Terms confer no rights on any third party.
- Notices. Notices to GrassFed must be sent to admin@grassfed.tech or 8 The Green, Suite B, Dover, DE 19901. Notices to the Agent will be sent to the email address on the Agent's account, or other address you have provided to us.
19. Contact
Questions about these Terms? Contact us at admin@grassfed.tech.
GrassFed Services LLC, a Delaware limited liability company 8 The Green, Suite B Dover, DE 19901