Terms of Service

TEMPLATE / DRAFT — NOT LEGAL ADVICE. Authored against the project's documented posture (CLAUDE.md + COMPLIANCE.md). This draft must be reviewed by a licensed Florida real-estate attorney and confirmed with Stellar MLS / MLS Grid before it is signed, relied on, or published. It reflects published MLS / NAR / Florida Realtors guidance as understood by the authors, not legal advice.

Effective Date: [EFFECTIVE_DATE] Last Updated: [LAST_UPDATED_DATE] Provider: [COMPANY_LEGAL_NAME] ("SH Digital Group," "we," "us," or "our")

1. Acceptance of these Terms

These Terms of Service ("Terms") govern your access to and use of the marketing and presentation platform operated by SH Digital Group (the "Service"). The Service is offered to licensed real estate professionals and the brokerages under which they are licensed.

By accessing the Service, logging in with credentials issued to you, or using any feature of the Service, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a brokerage or other entity, you represent that you are authorized to bind that entity, and "you" refers to both you and that entity.

If you do not agree to these Terms, do not access or use the Service.

2. Description of the Service

The Service is a marketing and presentation layer that sits on top of the Multiple Listing Service (MLS). Its starting market is Florida, drawing data from Stellar MLS via the MLS Grid v2 API (a RESO Web API / OData v4 feed; originating system mfrmls).

The Service provides:

Auto-updating listing pages — public-facing presentation pages for active listings, built from data we mirror from the MLS feed for display.
AI-generated marketing drafts — ready-to-post email and social campaign kits, and listing-page copy, generated for your review.
A review queue and creative tools — a dashboard where you approve, reject, edit, regenerate, and hand off drafts; a reusable creative library (calls-to-action, signatures, disclosures, bios, hashtag sets, and tagged-account sets); and an internal leads inbox for buyer inquiries captured from your listing pages.

The Service is NOT a system of record. The MLS is the authoritative system of record. What you see in the Service is a local display mirror of MLS data, maintained for presentation only.

2.1 Read-only relationship with the MLS

Data flows in one direction only: from the MLS to the Service, for display. The Service has no write-back path to the MLS and will never update, edit, or create a listing record in the MLS. Nothing in the Service changes the underlying MLS data. To change listing data, you must use your MLS / brokerage system directly.

2.2 Active listings only

The MLS feed the Service consumes (IDX) is limited to active listings. The Service does not have, and does not represent that it has, off-market, sold, "just sold," or other historical-sale information. Do not rely on the Service for any off-market or historical-sale data.

2.3 No automatic sending or publishing

The Service generates drafts. It does not send or publish anything on your behalf. There is no auto-send, no auto-post, and no scheduled publishing in this version of the Service. You review each draft and, if you choose to use it, you publish it yourself — by copying the content, downloading the assets, or following a deep link to the relevant channel — and you may then self-report a "mark as posted" status for your own tracking. You alone decide what, when, and where to publish.

3. Eligibility and Accounts

3.1 Who may use the Service

The Service is available only to:

Individuals who hold a current, valid real estate license in good standing in [STATE_OF_FLORIDA] (or other jurisdiction we expressly support); and
The brokerages under which such individuals are licensed.

You represent and warrant that you meet these requirements and that all information you provide to us (including your MLS member ID, brokerage / office affiliation, and CAN-SPAM marketing profile) is accurate and kept current.

3.2 Operator-provisioned credentials; no self-serve signup

In the current version of the Service, there is no self-serve signup. Accounts are provisioned by us (the operator). Login credentials are issued through our identity provider (Supabase). Each account is scoped to a specific agent identity (your MLS member ID claim), and the Service limits what you can act on to that identity — for example, the listings and campaigns associated with you as list agent.

3.3 Account security

You are responsible for safeguarding your credentials and for all activity that occurs under your account. Do not share your login. Notify us promptly at [SUPPORT_CONTACT_EMAIL] if you suspect unauthorized use. We may suspend access where we reasonably believe an account is compromised or is being used in violation of these Terms.

3.4 Authorization to access the feed

You represent that your brokerage holds, and that you are covered by, the MLS / IDX data licenses and broker participant agreements required for the listing data and display made available through the Service (including any MLS Grid and Stellar MLS agreements, and broker IDX agreements naming the approved display domains). You authorize us to access the MLS feed on your and your brokerage's behalf for the purpose of providing the Service.

4. Acceptable Use

Your use of the Service must comply with all applicable laws and with MLS, NAR, and Florida Realtors rules. The following use restrictions are core to the Service and are not negotiable.

4.1 Direct-market only YOUR OWN listings

You may use the Service to generate and publish direct advertising only for listings you are authorized to advertise as the list agent under your own broker — that is, listings where you are the list agent and your own brokerage provably holds the listing side. A listing qualifies as "own" when it is a sole listing of your office, or co-listed entirely within your own office (both the listing and co-listing offices are your office).

4.2 Other brokers' listings require prior written consent

You may not use the Service to generate or publish standalone advertising for another broker's listing. This includes any listing where a different firm co-holds the listing side, and any listing where sole-broker authority cannot be confirmed from the feed (for example, a co-list party with a missing office identifier). Advertising another broker's listing requires that broker's prior written consent (consistent with NAR Code of Ethics Article 12). Until such consent exists, those listings may only be used for "drive to my IDX search page" content that advertises an area, never a specific competitor property as the subject of the ad.

You are responsible for obtaining, documenting, and retaining any required co-broker written consent before relying on it. The Service drafting "drive to IDX" content for an area does not supply, and must not be treated as, consent to advertise any specific other-broker listing.

4.3 The publisher is responsible

Compliance obligations attach to the person who publishes. Because you — not the Service — publish, you are responsible for everything you post, regardless of who or what drafted it. Generating a draft does not transfer or satisfy any consent, authority, disclosure, or display obligation that the law or MLS rules place on you.

4.4 Prohibited conduct

You agree not to:

Use the Service to advertise listings you are not authorized to advertise, or to publish content that violates Fair Housing law, CAN-SPAM, IDX display rules, or MLS / NAR / Florida Realtors rules;
Strip, alter, or forge any compliance element the Service supplies on a generated asset, including the CAN-SPAM footer (physical postal address and unsubscribe mechanism) and any virtual-staging / AI-enhancement disclosure label;
Hotlink, scrape, redistribute, resell, or sublicense MLS data or media obtained through the Service except as permitted by your MLS / IDX agreements and these Terms;
Display Service-provided listing data on domains not authorized under your broker's IDX agreement, or display any record flagged as not viewable;
Attempt to use the Service to write to, modify, or create records in the MLS;
Misrepresent a property, including through edits to images that materially misrepresent it (for example, removing power lines, faking views, or altering permanent features);
Circumvent rate limits, access controls, the admin boundary, or account scoping; reverse engineer the Service; or use it to build a competing dataset; or
Upload or generate content that is unlawful, infringing, deceptive, or that you lack the rights to use.

4.5 Media and copyright

Listing photos and media are copyrighted. You may use a listing's own media only for that listing, and only as locally stored copies provided through the Service — never by hotlinking feed photo URLs. Virtual staging and AI photo enhancement must be disclosed as such; the Service applies a disclosure label, and you must not remove it.

4.6 Pricing and status accuracy

Price and listing status are volatile. Do not publish evergreen assets that bake in a specific price or status unless they regenerate on change. You are responsible for confirming current price and StandardStatus against the MLS before publishing time-sensitive claims.

5. The Compliance Gate — a Safeguard, Not a Guarantee

Every asset the Service generates is run through an automated compliance gate before it reaches your review queue. The gate is designed to screen for the categories described in our internal guardrails, including Fair Housing language, listing-advertising authority (own-listing scope), CAN-SPAM email requirements, IDX display rules, virtual-staging disclosure, and pricing / status volatility. Drafts that the gate blocks are withheld; the CAN-SPAM footer is enforced from your verified marketing profile and is server-owned.

The compliance gate is a safeguard, not a guarantee. It is an automated, best-efforts screen. It does not constitute legal advice, does not guarantee that any asset complies with all applicable laws or MLS / NAR / Florida Realtors rules, and does not relieve you of your independent obligation to review, verify, and lawfully publish every asset. You remain solely responsible for your published content. Passing the gate is not approval, certification, or a defense.

6. Leads

The Service may capture buyer inquiries from your public listing pages and route them to the listing's owning agent. Leads are handled internally: the Service does not forward leads to any external CRM or webhook, and does not log inquirer personal information in cleartext. You are responsible for your own handling, storage, response, and follow-up of any lead information you access or export from the Service, in compliance with applicable privacy, marketing, and consumer-protection laws.

7. Intellectual Property and License

7.1 Our IP

The Service — including its software, design, models, prompts, compliance logic, workflows, and documentation — is owned by SH Digital Group and its licensors and is protected by intellectual property laws. Except for the limited rights granted here, no rights are transferred to you.

7.2 License to you

Subject to these Terms and your payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your own real estate marketing during the term of your access.

7.3 MLS data and media

MLS data and media made available through the Service remain subject to the rights of the MLS, the listing brokers, and other rights holders, and to your MLS / IDX agreements. Nothing in these Terms grants you any rights in MLS data or media beyond what those agreements and applicable rules allow.

7.4 Generated content

As between you and us, and subject to the rights of third parties (including the MLS, listing brokers, and media rights holders) and to these Terms, you may use the marketing drafts the Service generates for your own listing marketing. You are responsible for reviewing generated content before any use and for ensuring you have all necessary rights and consents to publish it. AI-generated output may be non-unique and may resemble output provided to others; we make no representation that generated content is original, protectable, or non-infringing.

7.5 Feedback

If you give us feedback or suggestions, you grant us a perpetual, royalty-free license to use it without restriction or obligation to you.

8. Data Accuracy Disclaimer

The Service displays a local mirror of MLS data, refreshed on a periodic / near-real-time basis (targeting MLS display-refresh requirements). The mirror may lag the MLS, may be incomplete, and may not reflect the most recent changes. Records flagged as not viewable are excluded; listings that leave the feed are reconciled out of view.

The MLS is authoritative. The Service is not. Do not rely on the Service as the source of truth for any price, status, availability, measurement, or other listing fact. Always verify against the MLS before making, relying on, or publishing any representation. We do not warrant the accuracy, completeness, timeliness, or fitness of any data, copy, or media presented through the Service.

9. Third-Party Services

The Service depends on third-party providers, including the MLS Grid / Stellar MLS data feed, our identity provider (Supabase), AI model providers, email delivery, and mapping / open-data sources. Your use of the Service is also subject to those providers' terms where applicable. We are not responsible for the availability, accuracy, or acts of third-party providers, and access to the Service may be affected by their rate limits, outages, or changes.

10. Disclaimers of Warranty

THE SERVICE, INCLUDING ALL DATA, COPY, MEDIA, DRAFTS, AND THE COMPLIANCE GATE, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DATA OR GENERATED CONTENT WILL BE ACCURATE, CURRENT, COMPLETE, OR LAWFUL TO PUBLISH; OR THAT THE COMPLIANCE GATE WILL DETECT OR PREVENT ALL NON-COMPLIANT CONTENT. NOTHING IN THE SERVICE CONSTITUTES LEGAL, COMPLIANCE, OR REGULATORY ADVICE.

Some jurisdictions do not allow certain warranty disclaimers; in that case, the disclaimers apply to the fullest extent permitted by law.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SH DIGITAL GROUP AND ITS OFFICERS, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS INCLUDES, WITHOUT LIMITATION, ANY CLAIM ARISING FROM CONTENT YOU PUBLISHED (INCLUDING DRAFTS GENERATED BY THE SERVICE), ANY FAIR HOUSING, CAN-SPAM, IDX, MLS, NAR, OR FLORIDA REALTORS RULE VIOLATION, ANY ADVERTISING OF A LISTING YOU WERE NOT AUTHORIZED TO ADVERTISE, OR ANY RELIANCE ON DATA THAT DIFFERED FROM THE MLS.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE [LIABILITY_CAP_PERIOD, e.g. TWELVE (12) MONTHS] PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) [LIABILITY_CAP_FLOOR_AMOUNT, e.g. ONE HUNDRED U.S. DOLLARS (USD $100)].

Some jurisdictions do not allow certain limitations; in that case, the limitations apply to the fullest extent permitted by law.

12. Indemnification

You agree to defend, indemnify, and hold harmless SH Digital Group and its officers, employees, and suppliers from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) content you published, including drafts you reviewed and chose to use; (b) your violation of these Terms or of any law or MLS / NAR / Florida Realtors rule; (c) your advertising of a listing without the required authority or consent; or (d) your use of the Service.

13. Fees

[FEES_AND_BILLING_TERMS — pricing, billing cycle, taxes, late payment, and refund policy to be specified. If the Service is provided without charge during a pilot, state that here and reserve the right to introduce fees on notice.]

14. Term and Termination

14.1 Term

These Terms apply for as long as you have access to the Service.

14.2 Termination by you

You may stop using the Service at any time and request that we deactivate your account by contacting [SUPPORT_CONTACT_EMAIL].

14.3 Termination or suspension by us

We may suspend or terminate your access, with or without notice, if you breach these Terms, if your real estate license or MLS / IDX authorization lapses or is revoked, if required by the MLS or a data provider, or if we discontinue the Service.

14.4 Agent change of brokerage

A listing legally belongs to the broker, not the agent. If you change brokerages, the listing stays with the prior broker, and your authority to direct-market it under that broker ends. On a brokerage change:

Your "own-listing" authority is re-derived from current data. Listings you no longer hold under your current office stop qualifying for direct advertising;
Queued or previously generated drafts for listings you no longer hold may be withheld, deactivated, or re-gated, and editing or regenerating a draft re-checks current authority, so a draft for a listing whose authority has changed will be withheld; and
It is your responsibility to stop publishing any content advertising a listing you no longer have authority to advertise.

You agree to keep your brokerage / office affiliation current in the Service and to notify us promptly of any change.

14.5 Effect of termination

On termination, your license to use the Service ends and your access may be disabled. Public listing pages and the local data mirror may be removed. Sections that by their nature should survive (including IP, disclaimers, limitation of liability, indemnification, and governing law) survive termination.

15. Changes to the Service and to these Terms

We may modify, suspend, or discontinue any part of the Service at any time. We may also update these Terms. When we make material changes, we will update the "Last Updated" date and provide notice by reasonable means. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree, stop using the Service.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of [STATE_OF_FLORIDA], without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in [STATE_OF_FLORIDA_COUNTY] County, Florida, except that either party may seek injunctive relief in any court of competent jurisdiction.

[OPTIONAL_DISPUTE_RESOLUTION — arbitration clause, class-action waiver, and informal-resolution step to be specified after attorney review.]

17. General

Entire agreement. These Terms, together with any order form or written agreement between you and us, are the entire agreement on this subject and supersede prior understandings.
Severability. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent necessary.
No waiver. Our failure to enforce a provision is not a waiver of it.
Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition, or sale of assets.
Relationship. Nothing here creates a partnership, agency, employment, or joint-venture relationship between you and us. We are not your broker and do not provide brokerage services.
Headings. Section headings are for convenience only.

18. Contact

Questions about these Terms or the Service:

[COMPANY_LEGAL_NAME] [MAILING_ADDRESS] [SUPPORT_CONTACT_EMAIL] [CONTACT_PHONE]

These Terms reflect published MLS / NAR / Florida Realtors guidance as understood by the authors and are not legal advice. Confirm exact flows with a licensed real-estate attorney and with Stellar MLS / MLS Grid's data team before launch.