Terms of Service

Effective Date: November 8, 2025 | Last Updated: November 8, 2025

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you and StellarClose LLC ("Company," "we," "our," or "us") regarding your use of Mrs. Nudgely AI Transaction Coordination Software (the "Software") accessible at mrsnudgely.ai.

By accessing or using the Software, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Software.

Entity Representation: If you are entering into these Terms on behalf of a company, brokerage, or other entity, you represent that you have the authority to bind such entity to these Terms, and references to "you" mean such entity.

2. DESCRIPTION OF SERVICE

Mrs. Nudgely is an AI-powered transaction coordination software designed to assist real estate professionals with administrative tasks related to real estate transactions. The Software provides:

• Automated deadline tracking and reminders
• Transaction status updates
• Document coordination assistance
• Communication management
• Multi-language support (30 languages)
• 24/7 availability via phone and chat interfaces
• Integration with DotLoop (additional platforms coming soon)

Important Limitation: Mrs. Nudgely is software, not a licensed real estate professional, attorney, or financial advisor. The Software does not provide legal advice, real estate advice, or professional services requiring licensure.

3. USER ELIGIBILITY AND ACCOUNT REQUIREMENTS

3.1 Eligibility

To use the Software, you must:

• Be at least 18 years of age
• Be a licensed real estate professional or work under the supervision of one
• Have the legal authority to enter into these Terms
• Provide accurate and complete registration information

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your passcode and account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring that your account information remains current and accurate

4. PRICING AND PAYMENT TERMS

4.1 Standard Pricing

Standard pricing is $199 per closed transaction. Your first transaction is free.

4.2 Founding 500 Membership

The first 500 members receive special pricing of $149 per transaction through December 31, 2026. After this date, Founding 500 members receive priority renewal pricing before the general public.

4.3 Payment Terms

• Fees are charged only for transactions that close
• No monthly fees, setup fees, or subscription charges
• Payment is due within 30 days of transaction closing
• We accept ACH bank transfers only (no credit cards)
• All fees are in U.S. dollars

4.4 Late Payments

Overdue amounts may be subject to a late fee of 1.5% per month or the maximum permitted by law, whichever is less.

5. ACCEPTABLE USE POLICY

You agree to use the Software only for lawful purposes and in accordance with these Terms. You specifically agree NOT to:

• Use the Software to provide legal advice or real estate advice to others
• Represent that Mrs. Nudgely's outputs constitute professional advice
• Share your account credentials with unauthorized individuals
• Attempt to reverse engineer, decompile, or extract the source code of the Software
• Use the Software in any manner that could damage, disable, or impair our systems
• Violate any applicable laws, regulations, or third-party rights
• Upload malicious code, viruses, or harmful data
• Use the Software to harass, abuse, or harm another person or entity
• Resell or sublicense access to the Software

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership

The Software, including all content, features, functionality, and technology, is owned by StellarClose LLC and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

6.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Software for your internal business purposes.

6.3 Your Content

You retain ownership of any data, documents, or information you provide to the Software ("Your Content"). By using the Software, you grant us a license to use Your Content solely to provide the Software services to you.

7. THIRD-PARTY INTEGRATIONS

The Software integrates with third-party services including DotLoop ("Third-Party Services"). Your use of these integrations is subject to the terms of service of each Third-Party Service. We are not responsible for the availability, functionality, or data practices of Third-Party Services.

8. DATA SECURITY

8.1 Bank-Level Encryption

We employ bank-level 256-bit AES encryption to protect your data both in transit and at rest. All communications between your browser and our servers use TLS 1.3 encryption, the same security standard used by major financial institutions.

8.2 Infrastructure Security

The Software is hosted on Amazon Web Services (AWS), which maintains SOC 2 Type II compliance and undergoes regular security audits. Our infrastructure includes:

• AWS CloudFront with Web Application Firewall (WAF) protection
• AWS CloudTrail for comprehensive audit logging
• Secure password hashing using bcrypt with salting
• Session tokens with automatic expiration
• Regular security monitoring and vulnerability assessments

8.3 Access Controls

Access to your data is strictly controlled through authenticated sessions. Your phone PIN provides an additional layer of verification for voice interactions with Mrs. Nudgely.

8.4 Call Recording

All phone calls with Mrs. Nudgely are recorded for quality assurance and training purposes. By using our phone services, you consent to this recording. Recordings are stored securely and encrypted using the same bank-level security standards.

9. TEAM ACCOUNTS

Brokerages may establish team accounts allowing multiple agents to use the Software under a single billing arrangement. Team administrators can add or remove team members, view aggregate usage statistics, and manage billing for all team members.

10. WARRANTIES AND DISCLAIMERS

10.1 No Professional Advice

THE SOFTWARE DOES NOT PROVIDE LEGAL, REAL ESTATE, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. YOU MUST RELY ON APPROPRIATELY LICENSED PROFESSIONALS FOR SUCH ADVICE.

10.2 "As Is" Provision

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.3 AI Limitations

You acknowledge that Mrs. Nudgely is AI software and may make errors. You agree to verify all critical information with licensed professionals and to not rely solely on the Software for important decisions.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STELLARCLOSE LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Failed real estate transactions
• Missed deadlines
• Professional liability claims
• Costs of procurement of substitute services

11.2 Liability Cap

IN NO EVENT SHALL STELLARCLOSE LLC'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT YOU PAID TO US IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR $500, WHICHEVER IS GREATER.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless StellarClose LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from your use of the Software, your violation of these Terms, or your reliance on Software outputs without verification by licensed professionals.

13. TERMINATION

Either party may terminate this agreement at any time. Upon termination, your right to access and use the Software immediately ceases, and you remain liable for all fees incurred prior to termination.

14. EXPORT CONTROL

You represent and warrant that you are not located in a country subject to U.S. Government embargo, you are not on any U.S. Government list of prohibited or restricted parties, and you will not use the Software in violation of U.S. export laws or regulations.

15. DISPUTE RESOLUTION

15.1 Governing Law

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

15.2 Informal Resolution

Before filing any formal dispute, you agree to first contact us at support@mrsnudgely.com to attempt to resolve the dispute informally.

15.3 Venue and Legal Fees

You agree that any legal action arising out of or relating to these Terms or the Software shall be filed exclusively in the state or federal courts located in Ann Arbor, Washtenaw County, Michigan, and you consent to the personal jurisdiction of such courts.

15.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

16. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new "Last Updated" date and sending email notification to your registered email address. Your continued use of the Software after such modifications constitutes your acceptance of the updated Terms.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and StellarClose LLC regarding the Software and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

17.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

17.4 Assignment

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

17.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control.