Terms of Service

1. ACCEPTANCE OF TERMS

These Brokerage Terms of Service ("Terms") constitute a binding agreement between Respeno LLC, an Oklahoma limited liability company ("Respeno", "we", "us"), and the real estate brokerage entity on whose behalf an individual has registered for or accepted access to the Respeno platform ("Brokerage", "you", "your").

By clicking "I Accept," creating an account, or accessing the Platform on behalf of a brokerage, you represent that:

You have authority to bind the Brokerage to these Terms
You have read and understood these Terms
The Brokerage agrees to be bound by these Terms

If you cannot make these representations, do not accept these Terms or use the Platform.

2. RELATIONSHIP STRUCTURE

2.1 Platform and Production Company

Respeno operates a software-as-a-service platform used by real estate media Production Companies to manage their operations. Your Brokerage interacts with the Platform in connection with media production services provided by one or more Production Companies.

2.2 No Agency

Nothing in these Terms creates an agency, partnership, joint venture, employment, or fiduciary relationship between you and Respeno. Respeno is not a party to your service agreements with Production Companies.

2.3 Production Company Service Agreement

Media production services (photography, video, floor plans, etc.) are provided by Production Companies under separate agreements between you and each Production Company. Respeno is not responsible for the quality, timeliness, or terms of those services.

3. ACCOUNT AND USERS

3.1 Brokerage Account

Your Brokerage account aggregates the activities of all users associated with your Brokerage on the Platform, including brokerage administrators, team leads, and affiliated agents.

3.2 User Roles

Brokerage Administrator (brokerage_admin): Full administrative access to the Brokerage's account, including user management, billing, and policy configuration where applicable.
Team Lead (team_lead): Limited administrative access for managing a defined team within the Brokerage.
Agent (agent): Individual real estate agents affiliated with the Brokerage. Agents accept the separate Agent Terms of Service as part of their use of the Platform.

3.3 Adding Users

You are responsible for inviting and managing users in your Brokerage account. You are responsible for:

Ensuring users you invite are actually affiliated with your Brokerage
Removing users when they leave your Brokerage
The conduct of all users in your account
Ensuring agents accept the Agent Terms of Service before placing orders

3.4 Account Security

You are responsible for maintaining the confidentiality of account credentials and for all activities under your account. Notify Respeno immediately of any unauthorized access.

4. SUBSCRIPTIONS AND FEES

4.1 Brokerage Subscriptions

Respeno offers Brokerage subscription tiers (such as Brokerage Essentials, Brokerage Pro, and Brokerage Enterprise) that unlock features beyond base Platform access. Tier features and pricing are displayed on the Platform.

4.2 Base Access

Default Brokerage access (without a paid subscription) includes the ability to view orders, listings, and deliverables placed by your affiliated agents through participating Production Companies, subject to the configuration of those Production Companies.

4.3 Payment

If you subscribe to a paid tier, you authorize Respeno (or its payment processor) to charge the payment method on file for the recurring subscription fee.

4.4 Refunds and Cancellation

Subscriptions may be cancelled at any time; cancellation takes effect at the end of the current billing period. No partial refunds are provided for unused portions of a billing period.

4.5 Brokerage-to-Agent Billing

Any billing arrangements between your Brokerage and your affiliated agents (such as reimbursements, photo package costs, or expense allocations) are between you and the agent. Respeno is not responsible for collecting or enforcing such arrangements.

5. LISTINGS AND CONTENT

5.1 Listing Information

Your affiliated agents may create listings on the Platform containing property addresses, descriptions, owner information, photos, videos, and other media.

5.2 Content Licensing

Photographs, videos, and floor plans produced by Production Companies for your agents are licensed to the placing agent on the terms configured by the Production Company. Such terms may include:

Listing-specific use
30-day post-sold grace period
Archive after grace period unless extended license purchased
Other licensing terms as set by the Production Company

The Brokerage acknowledges these licensing terms apply to media used in connection with listings of its agents.

5.3 Agent Departures and Listing Transfers

When an agent leaves your Brokerage or transfers a listing to another brokerage:

The Platform maintains a historical record of brokerage affiliation per listing
Licensing terms continue to apply per the original delivery, including the 30-day post-sold archive
Your Brokerage cannot reuse licensed content on listings of agents who have left, absent separate licensing

5.4 Listing Information Accuracy

Your Brokerage is responsible for the accuracy of listing information your agents enter on the Platform, including property addresses, descriptions, owner contact information, and disclosure information required by applicable law.

6. ANALYTICS AND BROKERAGE-LEVEL FEATURES

6.1 Aggregate Analytics

Brokerage subscriptions (where applicable) may include aggregate analytics across your agents' listings, including view counts, engagement metrics, and team performance dashboards.

6.2 Privacy of Agent Activities

Aggregate analytics are intended for legitimate business purposes. Your Brokerage agrees not to use Platform-derived data to engage in:

Discrimination prohibited by Fair Housing laws
Unlawful surveillance of agents or end clients
Practices that violate agent privacy rights or fiduciary duties

6.3 Data Access

Brokerage administrators may have access to data about agents in their account, including order history, listing activity, and certain personal information collected by the Platform. Such access is provided for legitimate brokerage operations.

7.1 In-Platform Consent System

The Platform includes a consent capture system that gates outbound communications (such as homeowner reports, marketing messages, and SMS notifications) by requiring the initiating agent to complete in-platform attestations that the recipient has consented to receive the communication.

7.2 Brokerage Acknowledgment

Your Brokerage acknowledges that:

Your affiliated agents will use this consent capture system when sending communications through the Platform
Respeno will rely on agents' attestations in good faith
Respeno's consent records are independent of your Brokerage's external recordkeeping and are authoritative within the Platform
False attestations by an agent are a material breach of these Terms and the Agent Terms of Service

7.3 Brokerage Training Duty

Your Brokerage is responsible for training your affiliated agents on proper use of the consent capture system and on the legal requirements (including TCPA, CAN-SPAM, and applicable state law) for obtaining recipient consent before sending communications.

7.4 Joint Responsibility for Agent Attestations

Where an affiliated agent makes a false consent attestation that results in a third-party claim against Respeno, your Brokerage and the agent are jointly responsible for indemnifying Respeno per Section 9.

8. MARKETPLACE USE

8.1 Discovery of Production Companies

Brokerage users may use the Respeno Marketplace to discover Production Companies operating on the Platform. The Marketplace is a directory; it is not an endorsement or recommendation by Respeno.

8.2 Direct Engagement

You may contact Production Companies directly through the Marketplace to coordinate services. Any service agreement is between you and the Production Company.

8.3 Out-of-Network Invitations

You may recommend non-Respeno Production Companies for invitation to the Platform. Such recommendations:

Are at your discretion
Identify you to the invited Production Company
Do not entitle you to any compensation from Respeno (unless a separate referral program has been announced)
Carry no warranty by Respeno regarding the invited Production Company's response or fit

8.4 No Vetting Representations

Respeno does not vet, certify, or guarantee any Production Company listed in the Marketplace or invited at your recommendation. You bear all responsibility for evaluating Production Companies before engaging them.

9. ACCEPTABLE USE AND RESPONSIBILITIES

9.1 Prohibited Activities

Your Brokerage and its users will not:

Use the Platform to violate any law, including Fair Housing, TCPA, CAN-SPAM, or copyright law
Make false consent attestations
Misrepresent listing information, agent credentials, or brokerage affiliations
Upload Content that infringes third-party rights or depicts minors without verified parental consent and signed model releases
Resell, sublicense, or commercially exploit Platform features outside the scope expressly permitted
Attempt to circumvent Platform security, scrape data, or interfere with the Platform's operation
Use the Platform to compete with Respeno (e.g., to build a competing platform)

9.2 Compliance with MLS and Real Estate Laws

Your Brokerage is responsible for compliance with all MLS rules, state real estate licensing requirements, and brokerage regulations applicable to your operations. The Platform is a tool; it does not assume your compliance obligations.

9.3 Joint Indemnification with Agents

Where an affiliated agent's conduct gives rise to a claim against Respeno, your Brokerage will jointly defend, indemnify, and hold harmless Respeno together with the responsible agent, to the extent the agent's conduct was within the scope of their affiliation with your Brokerage.

9.4 Suspension or Termination for Violations

Respeno may suspend or terminate access for violations of this Section 9, with notice where practicable. Egregious violations may result in immediate termination.

10. INTELLECTUAL PROPERTY

10.1 Brokerage Content

Your Brokerage retains ownership of Content uploaded by your Brokerage or its users (excluding Content produced by Production Companies, which is owned by the producing Production Company and licensed per Section 5.2).

10.2 License to Respeno

You grant Respeno a non-exclusive, royalty-free, worldwide license to host, store, process, transmit, display, and deliver your Content as necessary to provide the Services.

10.3 Brokerage Branding

You may upload Brokerage branding (logos, colors, taglines) to be displayed on listing pages, reports, and communications. You represent that you have the rights to use such branding.

10.4 Respeno Platform IP

The Platform, including all software and underlying technology, is the property of Respeno. These Terms grant you access, not ownership.

11. DATA AND PRIVACY

11.1 Privacy Policy

Respeno's collection and use of personal information is governed by Respeno's Privacy Policy, which is incorporated by reference.

11.2 Data Rights

You may exercise data rights on behalf of your Brokerage entity. Individual users have separate rights with respect to their personal information per the Privacy Policy.

11.3 Data Retention After Termination

Upon termination of access:

30 days grace period during which data remains accessible
60-90 day export window
After this period, data may be permanently deleted, except as required for legal/audit retention

12. WARRANTIES AND DISCLAIMERS

12.1 Mutual Authority

Each party represents authority to enter into and perform these Terms.

12.2 Brokerage Representations

You represent and warrant that:

You are a duly licensed real estate brokerage in good standing in your jurisdiction(s) of operation
All information you provide to the Platform is accurate and current
You will operate in compliance with all applicable laws

12.3 Disclaimer

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. RESPENO DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OPERATION.

13. INDEMNIFICATION

13.1 By Brokerage

You will defend, indemnify, and hold harmless Respeno, its officers, employees, and agents from third-party claims arising from:

Your breach of these Terms
Your agents' breach of the Agent Terms of Service (where you have joint responsibility)
False consent attestations by your affiliated agents
Content you or your users upload
Your listings, marketing, and communications
Your service relationships with Production Companies
Your violation of any law, including Fair Housing, TCPA, CAN-SPAM, or copyright law

13.2 Procedure

Respeno will provide prompt notice of any claim and reasonable cooperation. You will control the defense; Respeno may participate at its own expense.

14. LIMITATION OF LIABILITY

14.1 Excluded Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, RESPENO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

14.2 Cap on Liability

RESPENO'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOUR BROKERAGE TO RESPENO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE NO FEES HAVE BEEN PAID, LIABILITY IS LIMITED TO ONE HUNDRED DOLLARS ($100).

15. TERMINATION

15.1 By You

Your Brokerage may terminate use of the Platform at any time by ceasing access and, where applicable, cancelling any paid subscription.

15.2 By Respeno

Respeno may suspend or terminate your access for breach of these Terms, non-payment of fees, or as required by law. Material non-payment terminations require notice and a reasonable opportunity to cure.

15.3 Effects of Termination

Upon termination, your access ends, fees paid are non-refundable, and provisions that should survive (intellectual property, indemnification, limitation of liability, dispute resolution) survive.

16. DISPUTE RESOLUTION

16.1 Governing Law

These Terms are governed by Oklahoma law, without regard to conflicts principles.

16.2 Mandatory Arbitration

Disputes must be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Oklahoma City, Oklahoma or by videoconference.

16.3 Class Action Waiver

YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST RESPENO.

16.4 Carve-Outs

Either party may seek injunctive relief in court for intellectual property, confidentiality, or acceptable use violations.

16.5 Limitations Period

Any claim must be brought within one (1) year of accrual or be permanently barred.

17. GENERAL

17.1 Modifications

Respeno may modify these Terms upon notice. Continued use after the effective date of changes constitutes acceptance. Material adverse changes give you a right to terminate within the notice period.

17.2 Notices

Notices to Respeno: legal@respeno.com, with copy to Respeno LLC, 2604 W Idaho Ave, Chickasha, OK 73018. Notices to your Brokerage: the email address registered on the account.

17.3 Assignment

You may not assign your rights without Respeno's consent. Respeno may assign in connection with a corporate transaction.

17.4 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control.

17.5 Severability

If any provision is invalid, the remainder remains in effect.

17.6 Entire Agreement

These Terms (with the Privacy Policy and any applicable subscription terms) constitute the entire agreement between you and Respeno regarding the subject matter.

By clicking "I Accept" or otherwise indicating acceptance, your Brokerage agrees to these Terms.