Terms of Service

These Terms of Service ("Terms") govern your access to and use of services provided by Northmark Agency ("Northmark," "we," "us," or "our"), including our AI-powered lead-response platform for real estate professionals (the "Service"). By engaging Northmark, signing a service agreement, or otherwise using our Service, you ("Client") agree to these Terms.

01Eligibility and account

To use the Service, you must be a licensed real estate agent or brokerage authorised to do business in the United States, at least 18 years of age, and capable of entering into a binding contract. You confirm that the information you provide to us during onboarding (license number, brokerage details, contact information, billing information) is accurate and that you will keep it updated.

You are responsible for maintaining the confidentiality of any credentials we issue and for all activity that occurs under your account. Notify us immediately at [email protected] if you believe your account has been compromised.

02Description of the Service

Northmark provides an automated lead-response system that:

• Receives lead inquiries from sources you designate (Zillow, Realtor.com, Facebook, your website, etc.)
• Generates personalised SMS replies using third-party AI providers (currently Anthropic), trained on samples of your voice and tone
• Sends those replies from a dedicated local phone number we provision through Twilio on your behalf
• Routes consumer replies directly to you for human follow-up
• Maintains a sequence of follow-up messages for non-responsive leads
• Provides a dashboard, performance reports, and ongoing strategy support per your service tier

The exact features included depend on the package you select (Starter, Growth, or Elite, as described on northmarkagency.org). We may add, modify, or remove features over time; we will provide at least 30 days notice of any material reduction in service.

03Fees and payment

Setup fee

A one-time setup fee is due in full before we begin onboarding work. The amount depends on the package selected and is specified in your service agreement. Setup work begins after the setup fee is received.

Monthly retainer

A recurring monthly retainer applies for the duration of the engagement. The amount depends on the package selected and is specified in your service agreement. The first monthly payment is due on the go-live date (the date your system activates), and subsequent payments are due on the same day of each following month.

Payment method

All payments are processed by Stripe. By providing payment information, you authorise us to charge the applicable amounts at the agreed cadence. You are responsible for keeping your payment information current.

Late payments

Payments more than 7 days overdue may result in suspension of the Service. Payments more than 30 days overdue may result in termination of the engagement and referral of the outstanding balance for collection.

Refunds

Setup fees are non-refundable once onboarding work begins. Monthly retainers are non-refundable for the month in which the Service was provided. We will issue pro-rated refunds for any prepaid period beyond the effective termination date.

Taxes

Fees are exclusive of any applicable sales, use, value-added, or similar taxes, which you are responsible for paying except where we are required by law to collect them on your behalf.

04Term and termination

Initial commitment

The engagement is for an initial term of three (3) months from the go-live date. This commitment exists because the Service requires time to demonstrate meaningful results (typically 30-60 days for full benefit).

Renewal

After the initial three-month term, the engagement automatically continues on a month-to-month basis at the same monthly retainer rate, unless either party terminates as described below.

Termination by Client

After the initial term, you may terminate the engagement at any time by providing at least 30 days written notice to [email protected]. Termination takes effect at the end of the 30-day notice period; the Service continues during the notice period and you remain responsible for the corresponding monthly retainer.

Termination by Northmark

We may terminate the engagement immediately upon written notice if you:

• Materially breach these Terms or your service agreement and do not cure the breach within 14 days of written notice
• Fail to pay any amount due for more than 30 days
• Use the Service in a manner that violates TCPA, CCPA, state consumer-protection laws, anti-spam regulations, or any other applicable law
• Use the Service to harass, defraud, or otherwise harm any consumer
• Become insolvent, file for bankruptcy, or cease to be authorised to operate as a real estate professional

Effect of termination

Upon termination: (a) your access to the Service ends; (b) we cease sending automated messages on your behalf; (c) we return or delete your data per Section 8; (d) any obligations that by their nature should survive termination (payment of fees through termination, indemnification, limitation of liability, confidentiality) survive.

05Acceptable use

You agree to use the Service only for lawful purposes and in accordance with these Terms. Specifically, you agree NOT to:

• Upload, import, or otherwise direct the Service to message any lead list that was purchased, scraped, harvested, or otherwise obtained without the lead's voluntary inquiry to a real estate listing or property
• Use the Service in a manner that violates the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, state SMS regulations, or any equivalent foreign law
• Misrepresent the source, purpose, or content of any message sent via the Service
• Use the Service for any purpose other than responding to real estate lead inquiries (e.g. no political messaging, no unrelated commercial promotions)
• Disable, bypass, or attempt to circumvent any opt-out or unsubscribe mechanism
• Reverse-engineer, decompile, or extract our AI prompts, workflows, or proprietary configurations
• Resell, sublicense, or white-label the Service to third parties without our written consent

You acknowledge that you remain responsible for all messages sent on your behalf via the Service and for compliance with all applicable laws governing your communications with consumers in the jurisdictions where you operate.

06Intellectual property

Ours

Northmark retains all right, title, and interest in and to the Service, including the underlying automation workflows, AI prompts, integrations, dashboards, and supporting code. Nothing in these Terms transfers ownership of our intellectual property to you.

Yours

You retain all right, title, and interest in your business content, including your lead lists, your contact database, your brand assets, and your communications with consumers. You grant Northmark a limited, non-exclusive, revocable license to use this content solely for the purpose of providing the Service to you.

Consumer messages

Messages sent on your behalf using the Service are sent in your name, from your dedicated phone number, and constitute your communications with the consumer. You are the responsible party for those communications under TCPA and equivalent law.

07Performance and guarantees

We guarantee the following deliverables:

• Response time — automated SMS replies dispatched within 60 seconds of receiving a lead, except during documented system outages or third-party provider failures
• Uptime — Service uptime of 99% or better on a monthly basis, excluding scheduled maintenance, force majeure, and third-party-provider downtime
• Message delivery — successful submission of every outbound message to the SMS gateway, subject to carrier and recipient device availability

We do NOT guarantee:

• Specific revenue, commission, transaction, or conversion outcomes — these depend on factors outside our control (lead quality, your own follow-up, market conditions)
• That every lead will respond, accept a showing, or close a transaction
• That third-party platforms (Zillow, Realtor.com, Facebook, your CRM) will remain compatible or continue to forward leads to us

08Data, privacy, and confidentiality

Our collection and handling of personal information is governed by our Privacy Policy, incorporated by reference into these Terms.

Each party agrees to keep confidential any non-public business information shared by the other party during the engagement (including pricing, AI prompts, business strategy, customer lists, and operational data). Confidentiality obligations survive termination.

Upon termination, we will return or securely delete your business data within 30 days, except where retention is required to comply with applicable law (e.g. billing records for tax purposes, opt-out records for TCPA compliance).

09Third-party services

The Service relies on third-party service providers including (without limitation) Anthropic (AI), Twilio (SMS), Stripe (billing), Make.com (workflow), Cloudflare (hosting), and GoHighLevel (CRM). We are not responsible for outages, errors, or changes in these providers' services that disrupt our ability to deliver the Service. We will use commercially reasonable efforts to mitigate the impact of any such issue.

10Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Except for the guarantees expressly stated in Section 7, Northmark makes no warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or free from harmful components, or that the results obtained from using the Service will meet any particular requirement or expectation.

11Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Northmark's total liability for any claim arising out of or related to these Terms or the Service — whether in contract, tort (including negligence), strict liability, or any other theory — is limited to the total fees paid by you to Northmark in the three (3) months immediately preceding the event giving rise to the claim.

In no event will Northmark be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages — including lost profits, lost revenue, lost business opportunities, or business interruption — even if we have been advised of the possibility of such damages.

12Indemnification

You agree to indemnify, defend, and hold harmless Northmark and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service in violation of these Terms or applicable law; (b) your communications with consumers, including any consumer complaints, TCPA claims, or claims of fraud or misrepresentation; (c) your business content or lead lists; or (d) any dispute between you and a consumer.

13Modifications to these Terms

We may update these Terms from time to time. The "Last updated" date at the top reflects the most recent revision. Material changes will be communicated to active clients by email at least 30 days before they take effect. Your continued use of the Service after the effective date of a change constitutes acceptance of the updated Terms.

14Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. Any dispute arising out of or related to these Terms or the Service will be resolved exclusively through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted in English, in the city of Wilmington, Delaware. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights or breach of confidentiality.

YOU AND NORTHMARK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15Miscellaneous

Entire agreement. These Terms, together with your service agreement and our Privacy Policy, constitute the entire agreement between you and Northmark regarding the Service and supersede all prior agreements and understandings on this subject.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, provided that any successor agrees to honour these Terms.

Notices. All notices to Northmark should be sent to [email protected]. We will send notices to you at the email address you provided during onboarding.

16Contact us

For any questions about these Terms, contact us at: