Terms and Conditions

Effective Date: October 16, 2024

1. Introduction

Welcome to Masterkey, a web-based platform designed to simplify the home-buying process by connecting homebuyers with a network of specialized professionals. Masterkey is operated by Dabudage LLC (“The Company”, "Developer", "we", "us", or "our"). By using any content, tools, features, and functionality offered on or through our website (Collectively, “Services”), you (“Users” or “you”) accept and agree to be bound by the terms and provisions of this agreement ("Terms"). These Terms may be modified from time to time for any reason. We will provide notice of significant changes by updating the date at the top of the Terms and, where feasible, by email or in-app notification. Your continued use of this platform after any changes constitutes your acceptance of the new Terms. If you do not agree to abide by these Terms, please refrain from using Masterkey. Additionally, please note that your use of this platform is also subject to our Privacy Policy.

Our Services

Masterkey provides a digital platform designed to empower homebuyers with AI-driven guidance and step-by-step resources throughout the home-buying journey. The platform offers tools and informational assistance to facilitate tasks including but not limited to financial planning, property research, scheduling viewings, handling offers, and coordinating essential steps in due diligence. Masterkey’s services are strictly informational and do not include legal representation, real estate negotiation, or brokerage activities, enabling users to self-represent in their transactions while making informed decisions.

No Brokerage Services

Masterkey and Dabudage LLC do not provide real estate brokerage services. We are not real estate brokers or agents, and we do not engage in real estate brokerage activities. Our services are limited to providing a platform that guides homebuyers through the home purchase journey while self-representing in transactions (Collectively, “Services”). We do not represent users in any real estate transactions and do not participate in any negotiations or agreements between users and third parties.

No Legal Advice

Masterkey provides informational content and AI-powered guidance to assist you in the home-buying process. The information and guidance provided by Masterkey, including its AI component, are for informational purposes only and should not be considered legal advice. You should consult a qualified attorney for legal advice pertaining to your specific situation.

2. User Acknowledgement

By using Masterkey, you acknowledge and agree that:

You are at least 18 years old.
You have read, understood, and agree to be bound by these Terms.
You understand that Masterkey is a platform that provides guidance and resources to assist you in the home-buying process but does not represent you in any transaction.
You are responsible for your own decisions and actions during the home-buying process.

3. Account Registration and Security

To use certain features of Masterkey, you may be required to create an account. You agree to:

Provide accurate, current, and complete information during the registration process.
Maintain and promptly update your account information to keep it accurate, current, and complete.
Maintain the security and confidentiality of your login credentials and be fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password
Not share your account or login credentials with anyone.
Notify us immediately of any unauthorized use of your account or any other breach of security.
Acknowledge that the Company cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

4. Use of the Services; Restrictions

A. Use of the Services

As long as you comply with these Terms, we grant you a non-exclusive, limited, revocable, personal, non-transferable, non-sub-licenseable license to use the Services for your personal, non-commercial use. Except as expressly stated herein, these Terms do not provide you with a license to use, reproduce, distribute, display, or provide access to any portion of the Services on third-party websites or otherwise.

B. Prohibited Uses

You agree not to use the Services for any unlawful or prohibited purpose. You shall not:

Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks.
Attempt to gain unauthorized access to any part of the Services or any other accounts, computer systems, or networks connected to the Services.
Interfere with or disrupt the integrity or performance of the Services.
Use any automated means, including robots, spiders, or data mining techniques, to access the Services.
Reverse engineer, decompile, or disassemble any portion of the Services.

C. Restrictions

In consideration of your use of the App, you agree that your Personal Information:

Shall not be fraudulent;
Shall not infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
Shall not violate any law, statute, ordinance or regulation;
Shall not be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing;
Shall not create liability for the Company or cause the Company to lose, in whole or in part, the services of the Company’s ISPs or other suppliers; and
Shall not link directly or indirectly to any materials to which you do not have a right to link to or include. In addition, you agree that you will provide the Company with your valid, current email address, both at the time of your registration with the Company and from time to time as your email address changes.

D. Grounds for Removal, Sanction, or Suspension.

Notwithstanding any other provision of the Terms of Use, the following types of actions are cause for immediate removal, repeal and/or suspension or termination of your account:

The use of the App to:
- Harm or intimidate another person in any way, including restricting or inhibiting any other User from using the App;
- Impersonate any person or entity (including the Company, the Company staff, and other Users), or falsely state or otherwise misrepresent your affiliation with any person through the use of similar e-mail addresses, nicknames, or creation of false account(s) or any other method or device;
- Disguise the origin of any Personal Information that is transmitted to any third party;
- “Stalk” or otherwise harass another User;
- Advertise merchandise, auctions, services, or commercial websites, including offers to trade or charitable solicitations unrelated to the Company; or
- Re-sell Personal Information or access to Personal Information or collect or store personal data about other Users.
Posting any Personal Information or other material:
- That is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, intimidating, vulgar, obscene, profane, libelous, invasive of another's privacy (including the posting of private e-mails or contact information about another individual), hateful, or racially, ethically, or otherwise objectionable, including any Personal Information or other material that may be considered hate speech;
- That is obscene or pornographic in nature;
- That infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party or rights of publicity or privacy;
- That is unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation (including, but not limited to, “spam” and “junk mail”); or
- That uses the App primarily as a lead generator or listing service for another website;
Encouraging others to violate this Agreement;
Refusing to follow the Company staff instruction or direction;
Violation (intentional or unintentional) of this Agreement, or of any applicable local, state, national, or international law, statute, ordinance, or regulation;
Disclosing the Personal Information of any other User; or
Transmitting money to the Company through financial accounts that are stolen, fraudulent, or otherwise unauthorized. The Company reserves the right to remove any post or other material without warning or further notice. While the Company prohibits such conduct and content, you understand and agree that you nonetheless may be exposed to such conduct or content and that you use Masterkey at your own risk. For purposes of this Agreement, “posting” includes uploading, e-mailing, transmitting, or otherwise making available. Without limiting the foregoing, the Company shall have the right to remove any Personal Information or other material that violates this Agreement or is otherwise objectionable.

5. Content Ownership

You own or have permission to use all content, including images and videos ("Your Content"), that you post on Masterkey. By posting Your Content, you hereby grant us a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display Your Content in any media formats and through any media channels. This may include, but is not limited to, using Your Content in our marketing materials or on social media platforms.

6. User Responsibilities

You are solely responsible for the content you post on our platform, and you should exercise reasonable judgment in the content you choose to share. While we are under no obligation to do so, we reserve the right to remove any content you post or terminate your account at any time without providing a reason. You agree not to post content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.

7. AI Guidance and Limitations

Masterkey includes an AI component designed to guide you through the home-buying process by providing informational assistance. You acknowledge and agree that:

The AI guidance is for informational purposes only and does not constitute legal, financial, or professional advice.
The AI is not a substitute for professional advice from qualified real estate agents, attorneys, financial advisors, or other professionals.
You should not rely solely on the AI guidance for making decisions related to the home-buying process.
Masterkey and Dabudage LLC are not responsible for any actions you take or decisions you make based on the AI guidance.

AI-Generated Content

You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

Ownership of content. As between you and The Company, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

Similarity of content. Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output.

Our use of content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.

When you use our Services you understand and agree:

Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.

You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.

You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.

Our Services may provide incomplete, incorrect, or offensive Output that does not represent The Company’s views. If Output references any third-party products or services, it doesn’t mean the third-party endorses or is affiliated with The Company.

8. No Representation in Transactions

Masterkey does not represent you or any other user in any real estate transactions. We do not participate in negotiations, drafting of contracts, or any other aspects of real estate transactions. Any agreements or transactions you enter into are solely between you and the other parties involved. You are responsible for obtaining your own professional advice and representation as needed.

9. Compliance with Laws and Regulations

You agree to comply with all applicable federal, state, and local laws, regulations, and ethical standards, including but not limited to:

Fair Housing Act and other anti-discrimination laws.
Real estate laws and regulations.
Data privacy and protection laws.

Discrimination in housing is illegal. You shall not post any content or make any statements that indicate a preference, limitation, or discrimination based on protected characteristics under these laws. We reserve the right to remove any content that violates this policy and to terminate your access to the Services.

10. Third Party Materials

10.1. Third Party Content.

Masterkey may display, include or make available third party content, including but not limited to data, information, applications, and other products services or materials, or provide links to third party websites or services, including through third-party advertising (“Third Party Materials”).

10.2. Third Party Liability.

You acknowledge and agree that the Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

10.3. Third Party Dealings.

Your correspondence or business dealings with or participation in other third parties found on our website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. You agree that the Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the website.

10.4. Third Party Resources.

The Company may provide, or third parties may provide, links to other resources provided and maintained by third parties (“Third Party Resources”) via the App. Because the Company has no control over such Third Party Resources, you acknowledge and agree that the Company is not responsible for the availability of such Third Party Resources and that the Company does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Third Party Resources. You also acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such Third Party Resources.

When using Masterkey, you acknowledge that your data may be shared with third-party services for the purposes of improving your user experience and providing relevant information. We are committed to protecting your privacy and handling your personal data in accordance with our Privacy Policy. By using Masterkey, you consent to the collection, use, and disclosure of your personal data as described in our Privacy Policy.

12. Subscription and Fees

Access to and use of selected basic features (the “Basic Features”) of Masterkey is free. However, the Company may charge fees for various premium features and services (the “Premium Features”) that may be available on Masterkey, and the Company will notify you of those charges at the time that the Company offers such Premium Features. The Company may, in its sole discretion, and by notifying you on the Website, begin charging for access to the Basic Features, and the Company may, in its sole discretion, add, remove, or change the features and services available on Masterkey or the fees that the Company charges at any time. If the Company introduces a new service or charges a new fee, the Company will notify you of the fees for that service at the launch of the service or the start of charging the new fee. If the Company notifies you of new fees or changes the fees for an existing service, you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service. The Company is not responsible for any charges or expenses you incur resulting from being billed for Premium Features in accordance with these Terms of Use including but not limited to overdrawn accounts and exceeding account limits. Fees are non-refundable except as required by law.

13. Intellectual Property Rights

All content and materials available on Masterkey, including but not limited to text, graphics, website name, code, images, and logos, are the intellectual property of Dabudage LLC and are protected by applicable copyright and trademark laws. Any inappropriate use, including but not limited to the reproduction, distribution, display, or transmission of any content on this platform is strictly prohibited unless specifically authorized by Dabudage LLC in writing.

14. Term and Termination

The term of this Agreement commences when you start using the Services and will continue in effect until terminated by you or by Dabudage LLC.

Dabudage LLC may terminate this Agreement at any time without notice if it ceases to support Masterkey, which the Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the Terms of this Agreement.

Upon termination, all rights granted to you under this Agreement will also terminate and you must cease all use of Masterkey and delete all copies of Masterkey from your device.

Termination will not limit any of the Company’s rights or remedies at law or in equity.

15. Disclaimers

No Warranties

MASTERKEY IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DABUDAGE LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DABUDAGE LLC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED.DABUDAGE LLC MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, AND THEREFORE THE ABOVE-REFERENCED EXCLUSIONS AND LIMITATIONS MAY BE INAPPLICABLE.

Informational Purposes Only

The content and AI guidance provided on Masterkey are for informational purposes only and should not be construed as professional advice. You should seek independent professional advice before making any decisions based on the information provided on Masterkey.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DABUDAGE LLC, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF, OR INABILITY TO USE, MASTERKEY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER INTANGIBLE DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH MASTERKEY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF DABUDAGE LLC, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO ACCESS OR USE MASTERKEY OR (B) FIFTY DOLLARS ($50). THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17. Indemnification

You agree to indemnify, defend, and hold harmless Dabudage LLC, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

Your access to or use of the Services.
Your breach of these Terms.
Your violation of any law or the rights of a third party.
Any content you upload or otherwise make available through the Services.
Your willful misconduct.

Dabudage LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Dabudage LLC's defense of that claim.

18. Dispute Resolution and Arbitration Agreement

Agreement to Arbitrate

You and Dabudage LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms, including their breach, termination, enforcement, interpretation, or validity, or your use of Masterkey, shall be resolved by binding arbitration. The matter will be submitted to Judicial Arbitration and Mediation Services, Inc. ("JAMS") or its successor for mediation, and if not resolved through mediation, it shall proceed to final and binding arbitration under JAMS rules, or those of its successor. This arbitration shall be conducted in accordance with the rules of the American Arbitration Association, unless both parties agree otherwise in writing.

Legal actions taken by Dabudage LLC to collect fees, recover damages, or obtain injunctions related to the operations of MasterKey or its intellectual property are exempt from mediation and arbitration unless otherwise agreed in writing.

Class Action Waiver

Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction.

19. Governing Law

These Terms and any disputes arising out of or related to these Terms or the use of Masterkey will be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles. You agree that any legal action or proceeding arising out of or related to these Terms or your use of Masterkey must be brought exclusively in the state or federal courts located in Denver, Colorado, and you submit to the personal jurisdiction of those courts.

20. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect. The invalid, illegal, or unenforceable provision will be modified so that it is valid and enforceable to the maximum extent permitted by law.

21. Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on Masterkey, constitute the entire agreement between you and Dabudage LLC regarding your use of Masterkey. These Terms supersede all prior agreements or communications, whether written or oral, between you and Dabudage LLC regarding the subject matter of these Terms.

22. Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and Dabudage LLC's failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

23. Electronic Communications

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

24. Changes to the Services

We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the Services or any part thereof with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

25. Assignment

You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by the Company, in its sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of the Company’s assets, or similar transaction.

26. Contact Information

If you have any questions or concerns regarding these Terms or Masterkey, please contact us at:

Dabudage LLC

247 West Broadway

New York, NY 10013

Email: support@trymasterkey.com

Phone: (831) 435-6036