TERMS OF SERVICE

Effective Date: September 30, 2025

1. ACCEPTANCE OF TERMS

Welcome to OHDibs ("Company," "we," "us," or "our"). These Terms of Service ("Terms") constitute a legally binding agreement between you and OHDibs, a Delaware C Corporation, concerning your access to and use of the OHDibs platform and services (collectively, the "Service").

By accessing or using our Service, you agree to be bound by these Terms. If you disagree with any part of these terms, you do not have permission to access the Service.

2. DESCRIPTION OF SERVICE

OHDibs is a Software-as-a-Service (SaaS) platform designed for real estate professionals affiliated with Keller Williams. The Service enables agents to post opportunities and allows other agents to claim ("call dibs" on) these opportunities. All subsequent communication and arrangements between agents occur outside the platform.

3. ELIGIBILITY

To use the Service, you must:

  • Be at least 18 years of age
  • Be a licensed real estate agent in good standing
  • Be affiliated with Keller Williams
  • Have the legal capacity to enter into binding contracts
  • Provide accurate, current, and complete information during registration

4. USER ACCOUNTS

4.1 Account Creation

You must create an account to access the Service. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete.

4.2 Account Security

You are responsible for safeguarding your password and any activities or actions under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

4.3 Account Types

The Service allows agents to participate in different capacities:

  • Posting Agents: Agents who post opportunities on the platform
  • Agents Calling Dibs: Agents who view and call dibs on posted opportunities

Agents may participate in either or both capacities, subject to platform features and limitations.

5. FEES AND PAYMENT

5.1 Fees Structure

  • Startup Fee: A one-time initialization fee as specified during registration
  • Monthly Market Center Fees: Recurring monthly fees as specified in your subscription agreement
  • All fees are non-refundable unless otherwise specified

5.2 Payment Terms

  • Monthly fees are billed in advance on a monthly basis
  • You authorize us to charge your designated payment method for all fees
  • If payment fails, we may suspend or terminate your access to the Service

5.3 Fee Changes

We reserve the right to modify fees upon thirty (30) days' notice. Your continued use of the Service after fee changes constitutes acceptance of the new fees.

6. USER CONDUCT AND RESPONSIBILITIES

6.1 General Conduct

You agree to:

  • Use the Service only for lawful purposes and in accordance with these Terms
  • Comply with all applicable real estate laws and regulations
  • Maintain the confidentiality of any information shared through the platform
  • Not misrepresent your qualifications, experience, or capabilities
  • Not use the Service to violate any KW policies or agreements
  • Honor the "dibs" system and act in good faith when posting or claiming opportunities

6.2 For Posting Agents

When posting opportunities, you agree to:

  • Post only genuine, available opportunities
  • Provide accurate descriptions of opportunities
  • Respond in a timely manner to agents who call dibs
  • Not post discriminatory or misleading opportunities

6.3 For Agents Calling Dibs

When calling dibs on opportunities, you agree to:

  • Only call dibs on opportunities you intend to pursue
  • Not abuse the dibs system by claiming excessive opportunities
  • Follow through with offline communication in good faith

6.4 Prohibited Conduct

You agree NOT to:

  • Violate any laws, regulations, or third-party rights
  • Share your account credentials with others
  • Use automated systems or software to extract data from the Service
  • Interfere with or disrupt the Service or servers
  • Transmit any viruses, malware, or harmful code
  • Harass, abuse, or harm other users
  • Create multiple accounts to circumvent restrictions
  • Manipulate the dibs system or post fake opportunities

7. INTELLECTUAL PROPERTY

7.1 OHDibs Property

The Service, including its original content, features, and functionality, is and will remain the exclusive property of OHDibs and its licensors. The Service is protected by copyright, trademark, and other intellectual property laws.

7.2 User Content

By posting content on the Service, you grant us a non-exclusive, worldwide, royalty-free license to use, modify, reproduce, and distribute such content in connection with operating and improving the Service.

7.3 Feedback

Any feedback, suggestions, or ideas you provide about the Service become our property and may be used without compensation to you.

8. RELATIONSHIPS BETWEEN USERS

8.1 Independent Professionals

All users are independent licensed real estate agents. OHDibs merely provides a platform for agents to post opportunities and for other agents to express interest by calling dibs. We are not a party to any agreements between agents.

8.2 Offline Communications and Arrangements

Once an agent calls dibs on an opportunity, all further communications, negotiations, and arrangements occur outside the OHDibs platform. OHDibs has no responsibility for, control over, or involvement in these offline interactions.

8.3 Commission Splits and Referrals

OHDibs does not facilitate, track, process, or enforce any commission splits, referral fees, or financial arrangements between agents. All such arrangements are solely between the participating agents and occur entirely outside our platform.

8.4 No Guarantee of Outcomes

OHDibs does not guarantee:

  • That posted opportunities will result in successful partnerships
  • That agents who call dibs will be selected
  • That any business transactions will result from connections made
  • The quality, legality, or viability of posted opportunities

9. PRIVACY AND DATA PROTECTION

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our collection and use of data as described in the Privacy Policy.

10. DISCLAIMERS

10.1 "As Is" Service

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

10.2 No Guarantee of Results

We do not guarantee that the Service will lead to successful agent relationships, closed transactions, or any specific business outcomes.

10.3 Third-Party Actions

We are not responsible for the actions, content, information, or data of other users or third parties.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, OHDIBS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM:

  • Your use or inability to use the Service
  • Any unauthorized access to or use of our servers and/or any personal information stored therein
  • Any interruption or cessation of transmission to or from the Service
  • Any conduct or content of any third party on the Service
  • Any content obtained from the Service

IN NO EVENT SHALL OHDIBS'S AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID OHDIBS IN THE PAST TWELVE MONTHS.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless OHDibs, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service.

13. DISPUTE RESOLUTION AND ARBITRATION

13.1 Mandatory Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE DETERMINED BY BINDING ARBITRATION IN THE STATE OF DELAWARE, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify.

13.2 Arbitration Rules

The arbitration shall be conducted by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AGREE THAT DISPUTES BETWEEN YOU AND OHDIBS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

13.4 30-Day Opt-Out Right

You have the right to opt out of the arbitration provision by sending written notice of your decision to opt out to [EMAIL/ADDRESS] within thirty (30) days of first accepting these Terms.

14. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

15. TERMINATION

15.1 Termination by You

You may terminate your account at any time by contacting us at [SUPPORT EMAIL]. Termination does not entitle you to any refunds.

15.2 Termination by OHDibs

We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms.

15.3 Effect of Termination

Upon termination, your right to use the Service will cease immediately. All provisions of these Terms which by their nature should survive termination shall survive.

16. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. We will provide notice of material changes at least thirty (30) days before they take effect. Your continued use of the Service after modifications constitutes acceptance of the revised Terms.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms constitute the entire agreement between you and OHDibs regarding the Service and supersede all prior agreements.

17.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

17.3 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

17.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign our rights under these Terms without restriction.

17.5 Electronic Communications

By using the Service, you consent to receiving electronic communications from us. You agree that all agreements, notices, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

18. CONTACT INFORMATION

OHDibs
Ana Abraham
Ana@OHDibs.com
770-722-8243

By using OHDibs, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.