Terms of Service

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1. Acceptance of Terms

These Terms of Service ("Terms") constitute a binding agreement between Respeno LLC, an Oklahoma limited liability company ("Respeno", "we", "us"), and the entity or individual who registers for or accepts access to the Respeno platform ("you", "your"). By clicking "I Accept," creating an account, or accessing the Platform, you represent that you have authority to enter into these Terms, you have read and understood them, and you agree to be bound by them. If you cannot make these representations, do not accept these Terms or use the Platform.

2. Relationship Structure

Respeno operates a software-as-a-service platform used by real estate media Production Companies to manage their operations. Brokerages and Agents interact with the Platform in connection with media production services provided by one or more Production Companies. Nothing in these Terms creates an agency, partnership, joint venture, employment, or fiduciary relationship between you and Respeno. Media production services (photography, video, floor plans, etc.) are provided by Production Companies under separate agreements; Respeno is not a party to those agreements and is not responsible for the quality, timeliness, or terms of those services.

3. Account and Users

Your account aggregates the activities of all users associated with it. Roles include Brokerage Administrator (full administrative access), Team Lead (limited administrative access for a defined team), and Agent (individual agents, who accept the applicable Agent terms as part of their use). You are responsible for inviting and managing your users, ensuring they are actually affiliated with your organization, removing users when they leave, the conduct of all users in your account, and maintaining the confidentiality of account credentials. Notify Respeno immediately of any unauthorized access.

4. Subscriptions and Fees

Respeno offers subscription tiers that unlock features beyond base Platform access; tier features and pricing are displayed on the Platform. 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. Subscriptions may be cancelled at any time; cancellation takes effect at the end of the current billing period, and no partial refunds are provided for unused portions of a billing period. Any billing arrangements between a brokerage and its affiliated agents are between those parties; Respeno is not responsible for collecting or enforcing such arrangements.

5. Listings and Content

Agents may create listings containing property addresses, descriptions, owner information, photos, videos, and other media. Photographs, videos, and floor plans produced by Production Companies are licensed to the placing agent on the terms configured by the Production Company, which may include listing-specific use, a 30-day post-sold grace period, and archive after the grace period unless an extended license is purchased. The Platform maintains a historical record of brokerage affiliation per listing; licensing terms continue to apply per the original delivery. You are responsible for the accuracy of listing information entered on the Platform, including addresses, descriptions, owner contact information, and disclosure information required by applicable law.

6. Analytics and Brokerage-Level Features

Subscriptions (where applicable) may include aggregate analytics across agents' listings, including view counts, engagement metrics, and performance dashboards. You agree not to use Platform-derived data to engage in discrimination prohibited by Fair Housing laws, unlawful surveillance of agents or end clients, or practices that violate agent privacy rights or fiduciary duties. Administrators may have access to data about agents in their account for legitimate operations.

7. Consent Capture and Communications

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. You acknowledge that your affiliated agents will use this system, that Respeno will rely on those attestations in good faith, that Respeno's consent records are authoritative within the Platform, and that false attestations are a material breach of these Terms. You are responsible for training your affiliated agents on proper use of the system and on the legal requirements (including TCPA, CAN-SPAM, and applicable state law) for obtaining recipient consent.

8. Marketplace Use

Users may use the Respeno Marketplace to discover Production Companies operating on the Platform. The Marketplace is a directory, not an endorsement or recommendation by Respeno. Any service agreement is between you and the Production Company. You may recommend non-Respeno Production Companies for invitation; such recommendations are at your discretion and carry no warranty by Respeno. Respeno does not vet, certify, or guarantee any Production Company; you bear responsibility for evaluating Production Companies before engaging them.

9. Acceptable Use and Responsibilities

You and your 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, credentials, or affiliations; upload content that infringes third-party rights or depicts minors without verified parental consent and signed model releases; resell or sublicense Platform features outside the permitted scope; attempt to circumvent Platform security, scrape data, or interfere with operation; or use the Platform to build a competing platform. You are responsible for compliance with all MLS rules, state real estate licensing requirements, and brokerage regulations. Respeno may suspend or terminate access for violations, with notice where practicable; egregious violations may result in immediate termination.

10. Intellectual Property

You retain ownership of content uploaded by you or your users (excluding content produced by Production Companies, which is owned by the producing Production Company and licensed per Section 5). 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. You may upload branding (logos, colors, taglines) and represent that you have the rights to use it. The Platform, including all software and underlying technology, is the property of Respeno; these Terms grant access, not ownership.

11. Data and Privacy

Respeno's collection and use of personal information is governed by Respeno's Privacy Policy, incorporated by reference. Upon termination of access, a 30-day grace period applies, followed by a 60–90 day export window, after which data may be permanently deleted except as required for legal/audit retention.

12. Warranties and Disclaimers

Each party represents authority to enter into and perform these Terms. You represent that you are duly licensed and in good standing in your jurisdiction(s) of operation, that all information you provide is accurate and current, and that you will operate in compliance with all applicable laws. 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

You will defend, indemnify, and hold harmless Respeno, its officers, employees, and agents from third-party claims arising from your breach of these Terms, false consent attestations by you or your affiliated agents, content you or your users upload, your listings and communications, your service relationships with Production Companies, or your violation of any law (including Fair Housing, TCPA, CAN-SPAM, or copyright law). Respeno will provide prompt notice of any claim and reasonable cooperation; you will control the defense and Respeno may participate at its own expense.

14. Limitation of Liability

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. RESPENO'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID 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

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

These Terms are governed by Oklahoma law, without regard to conflicts principles. 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. YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST RESPENO. Either party may seek injunctive relief in court for intellectual property, confidentiality, or acceptable use violations. Any claim must be brought within one (1) year of accrual or be permanently barred.

17. General

Respeno may modify these Terms upon notice; continued use after the effective date of changes constitutes acceptance, and material adverse changes give you a right to terminate within the notice period. Notices to Respeno: hello@respeno.com, with copy to Respeno LLC, 2604 W Idaho Ave, Chickasha, OK 73018. You may not assign your rights without Respeno's consent; Respeno may assign in connection with a corporate transaction. Neither party is liable for failure to perform due to causes beyond reasonable control. If any provision is invalid, the remainder remains in effect. These Terms (with the Privacy Policy and any applicable subscription terms) constitute the entire agreement between you and Respeno regarding the subject matter.