TERMS OF SERVICE

Effective Date: _________________________

These Terms of Service ("Terms") are a binding agreement between you ("Customer," "you," or "your") and Production Labs, LLC, a North Carolina limited liability company doing business as "Production OS" and "Agent Growth OS" ("Production Labs," "we," "us," or "our"). These Terms govern your access to and use of the Production OS platform, including the website at dashboard.agentgrowthos.com, the marketing site at agentgrowthos.com, our mobile applications, our application programming interfaces (APIs), and all related services, features, and content provided by Production Labs (collectively, the "Service").

BY CREATING AN ACCOUNT, ACCESSING THE SERVICE, OR CLICKING "I AGREE," YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER IN SECTION 19. PLEASE REVIEW THOSE PROVISIONS CAREFULLY.

1. DEFINITIONS

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

"Customer Data" means all data and content that you or your authorized users submit to the Service, including without limitation contact records, calendar events, documents, communications, customer relationship management ("CRM") data, and configuration data.

"Documentation" means the user guides, help articles, and policy documents we publish for the Service from time to time.

"Subscription" means your paid subscription to the Service, including the tier (Solo, Team, or Brokerage), seat count, and billing cadence (monthly or annual) selected at signup or updated through the billing portal.

"User" means each individual person whom you authorize to access the Service under your Subscription.

2. SERVICE; LICENSE; ACCOUNT

2.1 License Grant

Subject to your compliance with these Terms and timely payment of all applicable fees, Production Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the term of your Subscription to access and use the Service for your internal business purposes.

2.2 Account Registration

To use the Service, you must register for an account, provide accurate and complete information, and keep that information up to date. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account.

2.3 Authorized Users

You may permit additional Users to access the Service up to the seat count authorized by your Subscription. You are responsible for ensuring your Users comply with these Terms. You must promptly disable accounts of Users who no longer have authority to access the Service on your behalf.

2.4 Eligibility and Authority

You represent that: (a) you are at least 18 years old; (b) you have legal authority to enter into these Terms (and, if you are entering into them on behalf of a company, brokerage, or other entity, you have authority to bind that entity); and (c) where your use of the Service involves regulated activity (including real estate brokerage activity), you and your Users hold all licenses, registrations, and authorizations required by the applicable jurisdiction.

2.5 Free Trial; Lighthouse and Founding Member Programs

We may, at our discretion, offer free trials, beta access, "Lighthouse" customer slots, or "Founding Member" pricing. The terms of those programs (including duration, included features, and any obligations) shall be set forth in a separate written agreement or in the applicable signup flow. Promotional access may be modified or terminated by us at any time.

3. SUBSCRIPTIONS; FEES; BILLING; REFUNDS

3.1 Subscription Tiers

Production OS is offered in the following Subscription tiers, with prices and seat structures as published on agentgrowthos.com from time to time:

• Solo: single-operator tier.
• Team: per-seat tier for groups of 2 or more operators.
• Brokerage: per-seat tier for firms with broker-in-charge supervision plus a flat firm platform fee.

We may add tiers, remove tiers, or adjust pricing prospectively. Pricing changes will be communicated at least thirty (30) days in advance and shall not affect your current billing cycle.

3.2 Optional Onboarding

You may, at signup, elect one of the optional onboarding tiers (Self-Serve, Done-For-You, or Accelerator) for an additional one-time fee disclosed at checkout. Onboarding fees are non-refundable once onboarding services have begun, except as expressly provided in Section 3.5 (the 30-Day Money-Back Guarantee).

3.3 Billing; Auto-Renewal

Your Subscription is billed in advance on a monthly or annual basis, as selected at signup. Your Subscription will auto-renew at the end of each billing cycle unless you cancel before the renewal date through the billing portal at /billing/portal or by emailing admin@agentgrowthos.com. Payment is processed by our payment processor (Stripe, Inc.) and you authorize us to charge the payment method on file.

3.4 Late Payments

If a payment fails, we will attempt to recharge the payment method and may suspend Service access if payment is not received within fourteen (14) days. We may charge a reasonable late fee and the cost of collection (including reasonable attorneys' fees) to the extent permitted by law.

3.5 30-Day Money-Back Guarantee

For the first thirty (30) days of your initial paid Subscription, you may request a full refund of the Subscription fees and onboarding fees paid by emailing admin@agentgrowthos.com. Upon refund, your Service access will terminate and your Customer Data will be handled per Section 6.5. The guarantee applies only to your initial paid Subscription, not to renewals, upgrades, additional seats, or subsequent purchases.

3.6 Taxes

Fees are exclusive of all taxes, levies, and duties. You are responsible for all such amounts arising from your use of the Service, except for taxes on our net income.

3.7 Seat Changes

You may increase the number of seats at any time through the billing portal; additional seats are billed pro rata for the remainder of the current billing cycle and at the full rate going forward. You may reduce seats at the start of the next billing cycle; no refunds are issued for mid-cycle reductions.

4. CUSTOMER DATA; YOUR OWNERSHIP

4.1 Your Data, Your IP

As between you and Production Labs, you retain all right, title, and interest in and to Customer Data. We claim no ownership of Customer Data.

4.2 License to Production Labs

You grant Production Labs a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Data, solely as necessary to provide the Service to you (including back-ups, security scanning, and operational analytics).

4.3 Aggregated and De-Identified Data

We may use anonymized, aggregated, or de-identified data derived from Customer Data and Service usage (which does not identify you, your Users, or any individual data subject) for purposes of operating, improving, securing, and developing the Service, and for industry benchmarking. We will not use Customer Data to train any third-party generative AI model without your prior written consent.

4.4 Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy at /privacy, which is incorporated by reference. Where you process personal data of third parties (e.g., your contacts) through the Service, you act as the "data controller" and Production Labs acts as the "data processor"; the Data Processing Addendum at /dpa governs that relationship.

4.5 Your Compliance Responsibility

You are solely responsible for: (a) the lawfulness of Customer Data; (b) obtaining any consents required to collect, store, and process personal data through the Service; (c) responding to data subject requests directed at you; and (d) compliance with all applicable real estate, consumer protection, fair housing, anti-spam, telemarketing, and privacy laws (including without limitation RESPA, the Fair Housing Act, TCPA, CAN-SPAM, GDPR where applicable, CCPA where applicable, and the rules of the North Carolina Real Estate Commission).

5. ACCEPTABLE USE

You will not, and will not permit any User or third party to:

(a) Use the Service in violation of any applicable law or regulation, including without limitation real estate brokerage, consumer protection, fair housing, anti-spam, telemarketing, advertising, or privacy laws;

(b) Send unsolicited commercial communications or messages that violate the Telephone Consumer Protection Act ("TCPA"), CAN-SPAM Act, or analogous state laws;

(c) Use the Service to harass, defame, or discriminate against any person or to facilitate fair-housing violations;

(d) Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any part of the Service, except to the extent applicable law permits notwithstanding this restriction;

(e) Resell, sublicense, lease, or otherwise transfer access to the Service to any third party other than authorized Users;

(f) Use the Service to develop a competing product or service or to benchmark for competitive purposes;

(g) Upload or transmit any malicious code, viruses, or harmful content;

(h) Interfere with or disrupt the Service or any other party's use of the Service;

(i) Use bots, scrapers, or other automated means to access or extract data from the Service except through documented APIs in accordance with their published rate limits;

(j) Misrepresent your identity or authorization to act on behalf of any individual or entity; or

(k) Use the Service in any manner that could damage, disable, overburden, or impair the Service or our infrastructure.

Violation of this Section 5 is grounds for immediate suspension or termination, in addition to any other remedy available to us.

6. AI ASSISTANT AND AUTOMATED FEATURES

6.1 AI Capabilities

The Service includes an AI assistant (the "AI Assistant") that can: (a) read and write data in your workspace (including contacts, opportunities, calendar events, tasks, notes, documents, and communications); (b) send messages and create records on your behalf; (c) execute workflows and scheduled tasks; (d) search the public web (where enabled) to surface relevant information; and (e) summarize documents and propose actions.

6.2 You Are Responsible

You acknowledge and agree that: (a) the AI Assistant operates on your behalf and at your direction; (b) outputs from the AI Assistant may contain errors, omissions, or factual inaccuracies, and you are responsible for verifying any AI-generated content before relying on it; (c) the AI Assistant does not provide legal, financial, tax, real estate brokerage, regulatory, or other professional advice, and any such information should be verified with a qualified professional; and (d) any communications or records the AI Assistant generates on your behalf shall be treated as if you generated them personally.

6.3 No Reliance on AI for Regulated Activity

You will not rely on the AI Assistant as the sole source of guidance for any regulated activity, including but not limited to compliance with the North Carolina Real Estate Commission rules, Realtor Code of Ethics obligations, anti-discrimination laws, advertising rules, escrow handling, or trust account requirements. Your professional judgment, supplemented where appropriate by qualified counsel, remains the controlling authority.

6.4 Reasonable Limits

We may impose reasonable rate limits, output caps, and quality safeguards on AI features, and may disable specific AI capabilities for some or all customers temporarily or permanently for security, performance, or compliance reasons.

7. THIRD-PARTY INTEGRATIONS

7.1 Third-Party Services

The Service integrates with third-party services (including without limitation Calendly, Google Calendar, FollowUpBoss, GoHighLevel, Mailchimp, ActiveCampaign, Constant Contact, DocuSign, Dotloop, and others) ("Third-Party Services") at your direction.

7.2 Your Responsibility for Third-Party Services

When you connect or authorize a Third-Party Service: (a) you authorize Production Labs to send and receive data with that service on your behalf within the scope you grant; (b) your use of the Third-Party Service is governed by that provider's terms and privacy policy, not ours; and (c) Production Labs is not responsible for the availability, accuracy, security, or behavior of any Third-Party Service.

7.3 No Endorsement

Inclusion of a Third-Party Service integration is not an endorsement. Production Labs may add, modify, or discontinue any integration at any time.

8. INTELLECTUAL PROPERTY

8.1 Our IP

Production Labs and its licensors retain all right, title, and interest in and to the Service, the Documentation, all underlying software, models, scoring methodologies (including the PI Score), templates, workflows we author, brand names, trademarks, logos, and all derivative works thereof (collectively, "Production Labs IP"). No rights in Production Labs IP are granted to you except for the limited license expressly stated in Section 2.1.

8.2 Feedback

If you provide suggestions, comments, or feedback to Production Labs about the Service ("Feedback"), you grant Production Labs a perpetual, irrevocable, royalty-free, worldwide license to use the Feedback for any purpose, without any obligation to you.

8.3 Templates and Configurations You Create

Any templates, workflows, scorecard configurations, or other custom configurations you create within the Service belong to you. We will not use them outside of providing the Service to you.

9. CONFIDENTIALITY

Each party will protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information of similar importance (but not less than a reasonable degree of care), and will not use or disclose Confidential Information except as necessary to exercise rights or perform obligations under these Terms. "Confidential Information" includes the Service's non-public features, pricing terms not publicly disclosed, security practices, and any data identified as confidential, but does not include information that is public, was independently developed, or was lawfully obtained from a third party without restriction.

10. SECURITY

We implement and maintain administrative, technical, and physical safeguards appropriate to the nature of Customer Data, including encryption in transit, encrypted storage, access controls, logging, and breach detection. No security measures are perfect, and we do not guarantee that the Service will be free from unauthorized access. You are responsible for the security of your account credentials and for taking reasonable steps (including using strong passwords and not sharing credentials) to prevent unauthorized access.

11. SERVICE AVAILABILITY; SUPPORT

We use commercially reasonable efforts to keep the Service available 24/7, excluding scheduled maintenance, emergency maintenance, and outages caused by Third-Party Services or events outside our reasonable control. We do not warrant any specific level of uptime. Support is provided by email at admin@agentgrowthos.com during normal business hours.

12. WARRANTIES; DISCLAIMERS

12.1 Mutual Authority Warranty

Each party warrants that it has the authority to enter into these Terms.

12.2 OUR DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN SECTION 12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRODUCTION LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

12.3 No Professional Advice

The Service, including the AI Assistant, does not provide legal, tax, financial, real estate brokerage, regulatory, medical, or other professional advice. You assume all risk of acting on information or outputs generated through the Service.

13. INDEMNIFICATION

13.1 Customer Indemnification

You will defend, indemnify, and hold harmless Production Labs and its officers, directors, employees, and agents from and against any third-party claim, demand, or proceeding (and any related losses, damages, settlement amounts, and reasonable attorneys' fees) arising out of or relating to: (a) your or your Users' use of the Service in violation of these Terms or applicable law; (b) Customer Data, including any claim that Customer Data violates a third party's rights; (c) your violation of any real estate brokerage, consumer protection, fair housing, anti-spam, telemarketing, or privacy law; and (d) any communication or record sent or created through the Service at your direction.

13.2 Our Indemnification

We will defend, indemnify, and hold harmless you from and against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's United States patent, copyright, or trademark, and will pay any damages finally awarded against you on such claim or amounts of any settlement we approve. We will have no obligation under this Section 13.2 to the extent the claim arises from: (i) Customer Data; (ii) your combination of the Service with other products, services, or technology not provided by us; (iii) modifications to the Service not made by us; or (iv) your use of the Service in breach of these Terms.

13.3 Indemnification Process

The party seeking indemnification will promptly notify the indemnifying party of any claim, cooperate reasonably in the defense, and allow the indemnifying party to control the defense and settlement (provided no settlement imposes any liability or obligation on the indemnified party without their consent).

14. LIMITATION OF LIABILITY

14.1 EXCLUDED DAMAGES

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 CAP

EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, (B) YOUR PAYMENT OBLIGATIONS, AND (C) A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 9, EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE FEES YOU PAID OR OWE TO PRODUCTION LABS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS ($100).

14.3 Basis of the Bargain

The parties acknowledge that the limitations of liability in this Section 14 are an essential element of the bargain reflected in these Terms and the pricing of the Service.

15. TERM AND TERMINATION

15.1 Term

These Terms commence on the date you first accept them and continue until your Subscription is terminated.

15.2 Termination for Convenience

You may terminate your Subscription at any time through the billing portal or by emailing admin@agentgrowthos.com. Termination is effective at the end of the then-current billing cycle. We may terminate your Subscription for convenience on thirty (30) days' written notice (such notice to be no less than the unused portion of any prepaid term, with a pro-rated refund of unused prepaid fees).

15.3 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of written notice. We may suspend or terminate immediately, without prior notice, for: (a) non-payment past the cure period in Section 3.4; (b) violation of Section 5 (Acceptable Use); or (c) reasonable security or compliance concerns.

15.4 Effect of Termination

Upon termination: (a) your access to the Service ceases; (b) all unpaid amounts owed by you become immediately due; (c) the licenses in Section 2.1 terminate; and (d) we will retain or delete Customer Data per Section 6.5.

15.5 Customer Data Export and Deletion

For thirty (30) days after termination, we will, on your written request, provide a reasonable export of your Customer Data in a commonly used format. After that period, we may delete Customer Data from active systems, with deletion from backups occurring in the ordinary backup rotation (typically within ninety (90) days).

15.6 Survival

Sections that by their nature should survive termination shall survive, including Sections 4, 8, 9, 12, 13, 14, and 16-21.

16. MODIFICATIONS

We may modify these Terms from time to time. Material changes will be communicated by email or in-app notice at least thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance. If you do not agree, your sole remedy is to terminate your Subscription before the effective date and obtain a pro-rated refund of unused prepaid fees.

17. NOTICES

Notices to you will be sent to the email on file. Notices to us must be sent to:

Production Labs, LLC

Attn: Legal

_[Mailing Address]_

admin@agentgrowthos.com

18. GOVERNING LAW; VENUE

These Terms are governed by the laws of the State of North Carolina, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 19, any judicial proceeding will be brought exclusively in the state or federal courts located in Wake County, North Carolina, and each party consents to jurisdiction.

19. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

19.1 Informal Resolution

Before initiating any formal proceeding, you and Production Labs will attempt to resolve any dispute informally by sending written notice to the other party describing the dispute. The parties will negotiate in good faith for at least thirty (30) days.

19.2 Binding Arbitration

Any dispute that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Consumer Arbitration Rules (where applicable). The arbitration will be conducted in Raleigh, North Carolina (or remotely, where the parties agree). The arbitrator's award is final and may be entered as a judgment in any court of competent jurisdiction.

19.3 Exceptions

Either party may seek injunctive or other equitable relief in court for matters relating to: (a) intellectual property infringement; (b) misappropriation of trade secrets; (c) breach of confidentiality; or (d) collection of past-due fees.

19.4 CLASS ACTION WAIVER

YOU AND PRODUCTION LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

19.5 Opt-Out

You may opt out of Sections 19.2 and 19.4 by sending written notice to admin@agentgrowthos.com within thirty (30) days of first accepting these Terms.

20. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil disorder, labor disputes, governmental action, internet or telecommunications failures, or pandemic.

21. MISCELLANEOUS

21.1 Entire Agreement

These Terms, together with the Privacy Policy, the Data Processing Addendum (where applicable), and any order form or signup document, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements with respect to the subject matter.

21.2 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

21.3 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice to you.

21.4 Severability

If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be reformed to most closely match the parties' intent.

21.5 No Waiver

Failure to enforce any right is not a waiver of that right.

21.6 Headings

Headings are for convenience only and have no substantive effect.

21.7 Counterparts; Electronic Signatures

These Terms may be accepted electronically and signed in counterparts.

21.8 Beneficiaries

There are no third-party beneficiaries.

By clicking "I agree" or by using the Service, you confirm that you have read these Terms and agree to be bound by them.

For questions, contact us at admin@agentgrowthos.com.

_End of Terms of Service_