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The following Qualia AI Product Terms (these “AI Product Terms”) apply to Customer’s use of and access to Qualia AI Products (defined below). These AI Product Terms supplement the Master Agreement or other agreement entered between Customer and Qualia (the “Agreement”). Capitalized terms used and not defined in these AI Product Terms have the meanings given to them in the Agreement. All other terms of the Agreement remain in full force and effect. Qualia and Customer may be referred to herein individually as a "Party" and collectively as the "Parties."

By clicking “Sign up” or “I Agree” or otherwise indicating Customer’s assent or by accessing or otherwise using the Qualia AI Products, Customer’s Authorized User, acting with full authority on behalf of Customer, acknowledges and agrees to be bound by these AI Product Terms. If Customer does not agree to these AI Product Terms, Customer must not use, access, or enable the Qualia AI Products.

1. Qualia AI Products

Subject to the limitations set forth in Section 4 (Limitations) of these AI Product Terms, Qualia offers Customer certain products, features, and tools that are powered or otherwise supported by large language models (“LLM”) and/or artificial intelligence (“AI”) technologies, including AI Document Processor, AI Messaging Assistant, AI Data Importer, AI Exam Assist, Qualia Clear, and any other current or future Qualia offering that is powered or otherwise supported by LLM or AI technologies, labeled as such within the Services, or is otherwise integrated into the Services and utilizes LLM and/or AI technologies (collectively, “Qualia AI Products”).

Subject to the terms and conditions of these AI Product Terms and the Agreement, Customer may use Qualia AI Products. Unless expressly stated otherwise in an Order Form, or in the case of a Trial Service, Qualia AI Products are Services (as defined in the Agreement). Qualia reserves the right to modify the scope of Qualia AI Products in its sole discretion. From time to time, Qualia may provide replacements for certain components of the Qualia AI Products or cease supporting them altogether.

2. Customer Content and Qualia AI Inferences

Customer and its Authorized Users may provide, submit, or otherwise make Customer’s information, data, text, documents, content, prompts and other input (“Customer Content”) available to the Qualia AI Products in order for Qualia AI Products to generate or create certain output within the Services (“Qualia AI Inferences”).

3. Features of Qualia AI Products

A. Generally. Qualia AI Products operate within a complex multi-agent system. Certain Customer-facing, visible features of Qualia AI Products (“Agents”) enable Customer and its Authorized Users to instruct, request, prompt, or otherwise approve such Agents to take certain action(s) on behalf of Customer in Customer’s deployment of the Services or in Connected Third-Party Services (as defined below) (“Action(s)”). For the avoidance of doubt, such Action(s) are not Qualia AI Inferences.

B. Agent Action(s) in Connected Third-Party Services. When Customer or its Authorized Users sync or otherwise connect Customer’s deployment of the Services with a Third-Party Service such as a third-party email service like Gmail by Google (hereinafter referred to as a “Connected Third-Party Service”), Customer authorizes Agents to: (a) take Action(s) (at Customer’s instruction, request, prompting, or approval) in the Connected Third-Party Service, (b) send applicable portions of Customer Content and other information related to facilitating the applicable Action (collectively, “Synced Data”) to the Connected Third-Party Service, and (c) enable the Qualia AI Products to send and receive information from or otherwise interoperate with the Connected Third-Party Service. Furthermore, Customer acknowledges and agrees: (i) Synced Data will be handled in accordance with the terms and conditions of the applicable Connected Third-Party Service, (ii) Qualia is not responsible or liable for Synced Data after it has been provided to the Connected Third-Party Service, and (iii) Agents may retrieve information and content from the Connected Third-Party Service, which may be included in or form all or part of Qualia AI Inferences that Customer receives and/or accesses via Qualia AI Products. Customer is solely responsible for its and its Authorized Users’ use of and reliance on Agents and attendant Action(s), including, without limitation, any Action(s) taken in Connected Third-Party Services. Furthermore, Customer is solely responsible for its and its Authorized Users’ use of and reliance on any information or content provided by the Connected Third-Party Services, including any such information or content that forms part or all of Qualia AI Inferences.

C. Qualia AI Parameters. Customer acknowledges and agrees that when Customer or its Authorized Users submit, provide, or otherwise make Customer Content available to Qualia AI Products or instruct, request, prompt, or otherwise approve Agents to take Action(s), Qualia reserves the right to administer some or all of Qualia AI Parameters on any such Customer Content, Agents, and Action(s) for purposes outlined in these AI Product Terms and the Agreement. “Qualia AI Parameters” means Qualia’s proprietary or licensed inputs, including, without limitation, classifications, insights, content, system prompts, commands, parameters, frameworks, specifications, back-end AI or LLM technologies, filters, tags, and/or any other information or data relating to the foregoing. For the avoidance of doubt, Qualia AI Parameters are Qualia Materials (as defined in the Agreement) and expressly exclude Customer Content and Agents.

4. Limitations

A. Qualia AI Inferences and Action(s) Limitations. Qualia AI Inferences and Action(s) are generated, powered, created, or otherwise supported by AI, including by LLM and AI technologies provided by Qualia’s third-party subcontractors (“Third-Party AI Providers”). Due to the experimental nature of AI and LLM technologies, Customer acknowledges and agrees: (i) AI and LLM technologies may make mistakes and/or yield inaccurate or incomplete results, including within Qualia AI Inferences; (ii) Qualia AI Inferences and Action(s) may not be unique or exclusive to Customer and its Authorized Users, (iii) the same or similar Customer Content may yield differing Qualia AI Inferences and/or differing Action(s) with varying levels of accuracy and completeness, and (iv) Qualia AI Inferences and Action(s) do not represent Qualia’s or its subcontractors’ views.

B. Licensed Activities. Neither Qualia nor the Qualia AI Products are licensed to engage in the business of title insurance or the practice of law. Accordingly, and unless expressly stated otherwise in an Order Form, Customer acknowledges and agrees that Qualia AI Products, Qualia AI Inferences, and Action(s) are not a substitute for a formal title examination, legal opinion, title commitment, policy of title insurance, or the professional judgment of a licensed individual; all such activities should be conducted by an appropriately licensed party. Customer further acknowledges and agrees that Qualia, in its provision of the Qualia AI Products (including any Qualia AI Inferences and/or Action(s)), does not and cannot: (i) determine the marketability or insurability of title for any property; (ii) evaluate, underwrite, or assume any risk associated with issuing a title insurance policy; (iii) generate or provide a legal opinion, legal advice, or any other service, activity, or action that constitutes the practice of law; (iv) issue a title insurance commitment, title insurance policy, or any other form of title insurance product; and (v) act as a title insurer, title agent, or escrow agent.

C. Third-Party AI Providers. Notwithstanding anything to the contrary in the Agreement and these AI Product Terms, Qualia shall not be liable, and disclaims any and all liability, for any failure, interruption, unavailability or degradation of any AI and LLM technologies provided by Third-Party AI Providers.

5. Customer Obligations

In addition to any Customer obligations set forth in these AI Product Terms and the Agreement, Customer agrees to comply with the obligations set forth below. Customer acknowledges and agrees neither Qualia nor its subcontractors (including Third-Party AI Providers) will be responsible or liable for Customer’s failure to comply with this Section 5.

A. Compliance with Law. Customer is solely responsible for ensuring that its and its Authorized Users’ use of Qualia AI Products complies with all applicable federal, state, and local laws, regulations, and underwriting guidelines. Neither Qualia nor its subcontractors will be liable if part or all of Qualia AI Products fails to meet Customer’s requirements or does not comply with, nor enable Customer to comply with, any particular law or regulation applicable to it.

B. Responsibility for Customer Content. Customer is solely responsible for all Customer Content and represents and warrants that it has all rights, licenses, consents and permissions required to submit, provide, or otherwise make Customer Content available to the Qualia AI Products.

C. Responsibility for Qualia AI Inferences and Action(s). Customer is solely responsible for its and its Authorized Users’ evaluation of, reliance on, and use of Qualia AI Inferences (including any information or content provided by Connected Third-Party Services that form part or all of Qualia AI Inferences) and/or Action(s), including determining whether any such Qualia AI Inferences and/or Action(s) are appropriate for that use or compliant with law and regulation applicable to Customer, including, without limitation, applicable state regulation and guidance as well as industry best practices. Customer likewise agrees it will evaluate (and remain responsible for evaluating) whether Qualia AI Inferences (including any information or content provided by Connected Third-Party Services that form part or all of Qualia AI Inferences) and Action(s) support any activities requiring licensure prior to using, relying on, and/or sharing such Qualia AI Inferences and Action(s).

D. Compliance with Use Restrictions. Customer and its Authorized Users shall comply with the restrictions set forth in Section 6 (Use Restrictions) of these AI Product Terms.

6. Use Restrictions

A. Standard Use Restrictions. In addition to any Customer restrictions set forth in these AI Product Terms and the Agreement, Customer and its Authorized Users shall not: (i) rely on any content or factual assertions in Qualia AI Inferences (including in any information or content provided by Connected Third-Party Services that form part or all of Qualia AI Inferences) without independently checking their accuracy, (ii) access or use, or attempt to access or use, the Qualia AI Products to build a competing product or service, (iii) copy, derive, modify, mine, extract, scrape, store, systematically query, compile, or otherwise reconstruct, or attempt to copy, derive, modify, mine, extract, scrape, store, and/or systematically query, compile, or otherwise reconstruct, Qualia AI Parameters; (iv) provide, submit, or otherwise make Customer Content available to Qualia AI Products that violates third-party rights (including intellectual property rights or data privacy rights) or that is likely to generate or create Qualia AI Inferences that violate any third-party rights; (v) use the Qualia AI Products, Qualia AI Inferences (including any information or content provided by Connected Third-Party Services that form part or all of Qualia AI Inferences), Agents, and/or Action(s) for automated decision-making that has legal or similarly significant effects on individuals, unless (1) Customer and its Authorized Users do so with adequate human review and in compliance with applicable law and regulation or (2) such use is expressly permitted in an Order Form; (vi) use the Qualia AI Products, Qualia AI Inferences, Agents, and/or Action(s) in a manner that violates any third-party rights or law or is intended, or would be reasonably expected, to do so; (vii) represent that Qualia AI Inferences and/or Action(s) are human-generated or approved or endorsed by Qualia or its subcontractors; or (viii) use Qualia AI Products (including via Agent(s)) to generate spam, ransomware, keyloggers, or viruses. Neither Qualia nor its subcontractors (including Third-Party AI Providers) shall be responsible or liable for Customer’s failure to comply with this Section 6.

B. Covered Data Use Restrictions. Qualia AI Products (including Qualia AI Inferences) may allow Customer to use, access, view, and otherwise analyze public, non-public, proprietary, or licensed data about local market conditions, real estate valuation, transaction and tax history, rental analysis and forecasting, property risk and condition, realtor activity, buyer/seller behavior, and other similar data (collectively, “Covered Data”). Qualia AI Inferences may be derived from or include, in whole or in part, Covered Data. To the extent Customer receives, uses, accesses, views or otherwise analyzes any Covered Data (including any derivative thereof) through Qualia AI Products or Qualia AI Inferences, Customer shall not access, display, or use, or attempt to access, display, or use, such Covered Data (including any derivative thereof): (i) for any other purpose other than its internal business purposes, (ii) in a manner that violates any third-party rights, applicable federal, state, and local laws, regulations, and underwriting guidelines or is intended, or would be reasonably expected, to do so, (iii) on a stand-alone basis for marketing activities or for purposes of marketing and/or advertising to consumers, (iv) to copy, derive, mine, extract, scrape, store, and/or systematically query, compile, or otherwise reconstruct any Covered Data (including any derivative thereof) for purposes of developing a database of information for any owned or third party software, technology, product or service, (v) to build a competing product or service, (vi) to make Covered Data (including any derivative thereof) publicly available on a stand-alone basis without charge, or (vii) to use, resell, or sublicense Covered Data (including any derivative thereof) for use (1) as a factor in establishing an individual’s eligibility for credit, insurance, or employment; (2) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; (3) in connection with underwriting individual insurance; or (4) in a way that would cause the Covered Data (including any derivative thereof) and/or Qualia AI Inferences to constitute a “consumer report” under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. or similar statute, or by any other authority having jurisdiction over the Parties. In addition, Customer represents and warrants it will not disclose or share any Covered Data (or any derivative thereof) with any of its licensed real estate brokerage affiliates and will maintain appropriate technical and operational information barriers to prevent such disclosure. Customer is solely responsible for its and its Authorized Users’ evaluation of, reliance on, and use of Covered Data (including any derivative thereof), including any such Covered Data that forms part or all of the Qualia AI Inferences.

7. WARRANTY DISCLAIMERS

IN ADDITION TO ANY DISCLAIMERS SET FORTH IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, QUALIA AI PRODUCTS (INCLUDING ANY QUALIA AI INFERENCES, AGENTS, AND ACTION(S)) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. QUALIA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE, OR TRADE USE. QUALIA DOES NOT WARRANT, AND DISCLAIMS THAT, QUALIA AI PRODUCTS (INCLUDING ANY QUALIA AI INFERENCES, AGENTS, AND ACTION(S)) ARE ACCURATE, COMPLETE, RELIABLE OR ERROR-FREE, THAT THEIR USE WILL BE UNINTERRUPTED, OR THAT QUALIA AI PRODUCTS (INCLUDING ANY QUALIA AI INFERENCES) DO NOT VIOLATE ANY THIRD-PARTY RIGHTS.

8. Indemnification

In addition to Customer’s indemnification obligations set forth in the Agreement, Customer shall indemnify, defend, and hold Qualia, and its officers, directors, employees, agents, successors and assigns (collectively, “Qualia Parties”), harmless from and against any and all losses, liabilities, obligations, damages, penalties, fines, amounts in interest, and any other costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with a third party’s legal claim, proceeding, or cause of action relating to: (i) Customer Content and any other information provided to Qualia for purposes of these AI Product Terms; (ii) Customer’s or its Authorized Users’ reliance on or use of Qualia AI Inferences (including any information or content provided by Connected Third-Party Services that form part or all of Qualia AI Inferences), Agents, and/or Action(s), or (iii) Customer’s or its Authorized Users’ breach of Sections 5 and/or 6 of these AI Product Terms.

9. Updates to the AI Product Terms

A. Updates. From time to time, Qualia may update or modify these AI Product Terms, by providing Customer with reasonable notice, including by posting the update or modification on Qualia’s website or Customer’s deployment of the Services. Notwithstanding the foregoing, if, in Qualia’s sole determination, an update is necessary for Qualia to comply with applicable law and regulation, Qualia will provide Customer with as much notice as reasonably possible. By continuing to receive, use, enable, or access Qualia AI Products, Customer agrees to be bound by such updated or modified terms and conditions.

B. Exceptions. Except for any updates or modifications to comply with applicable law or regulation, updates or modifications to these AI Product Terms will not apply to Order Forms signed by Customer and Qualia (as opposed to an automated ordering page) prior to Qualia notifying Customer of any such updates or modifications. Notwithstanding the foregoing, to the extent an update or modification relates to a Qualia AI Product launched after an Order Form is signed by the Parties, such update or modification will be effective upon Customer’s first use of that Qualia AI Product.