Terms of Service

Effective date: 2026-06-29

Last updated: 2026-06-29

These Terms of Service (the "Terms") form a binding agreement between you and Gotlan LLC, a limited liability company formed in Florida ("Gotlan," "we," "us," or "our"), the operator of the Gotlan platform at gotlan.com and related applications and services (collectively, the "Platform" or the "Service").

PLEASE READ THESE TERMS CAREFULLY. They include, in Section 21 (Dispute Resolution; Binding Arbitration; Class-Action Waiver), an agreement to resolve most disputes through individual binding arbitration and a waiver of class actions, with a 30-day opt-out, a small-claims carve-out, and a public-injunctive-relief carve-out. They also include important disclaimers of warranties (Section 18) and limitations of liability (Section 19). By accepting these Terms, you agree to those provisions.

1. Acceptance of the Terms

By creating an account, booking a service, listing or providing services, uploading content, or otherwise accessing or using the Service, you agree to be bound by these Terms and by our Privacy Policy and Cookie Policy, which are incorporated by reference. We capture your agreement through an affirmative action (for example, checking an "I agree" box or clicking a button that states you agree to these Terms) at account creation, at checkout, and, for vendors, at the Stripe onboarding gate described in Section 6. If you do not agree, do not use the Service.

If you accept these Terms on behalf of a business, team, or other entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

These Terms govern both sides of the marketplace: Agents who book services and Vendors who provide them. Some sections apply only to Agents, some only to Vendors, and some to all users; each is labeled where the distinction matters.

2. Eligibility (18+; Business and Professional Use)

The Service is intended for businesses and professionals. You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is not directed to minors, and we do not knowingly collect personal information from anyone under 18. Token-based homeowner property-prep pages are intended for adult property owners and occupants only. By using the Service you represent that you meet these requirements and, where you act for a business, that you are authorized to do so. We do not direct the Service to children for purposes of the Children's Online Privacy Protection Act (COPPA) or to children under 16 for purposes of the GDPR; our not-directed-to-children posture is described further in the Privacy Policy.

3. Definitions

4. The Service; Gotlan Is an Intermediary, Not a Party to the Media-Services Contract; Data-Protection Roles

Gotlan operates a two-sided vertical marketplace that connects Agents with Vendors, together with a free CRM for Vendors. The marketplace is offered first in Texas and is expanding; the CRM is offered nationwide in the United States.

4.1 Intermediary, not seller. Gotlan is a technology platform and intermediary. Gotlan provides the Platform, booking facilitation, and payment-collection plumbing. Gotlan is not the seller, provider, producer, host, employer, agent, or guarantor of the Media Services. When an Agent books a Vendor, the contract for the Media Services is formed solely between the Agent and the Vendor. Gotlan is not a party to that contract, does not control how a Vendor performs, and does not guarantee any Vendor's work, availability, timeliness, or results. Gotlan's administration of the Buyer-Protection Program (Section 9) is a limited contractual convenience offered to users; it is not an assumption of seller liability and not a guarantee of any Vendor's performance. All movement of payment funds is executed by Stripe as the licensed payment processor; Gotlan does not hold, transmit, or take custody of funds and does not act as a money transmitter.

4.2 No subscription; fee-only revenue. The CRM is and will remain free to Vendors. Gotlan's only charges are the marketplace transaction fees described in the Fee Schedule and Section 8. Gotlan does not charge subscriptions or per-seat fees.

4.3 No bulk media hosting. Gotlan does not host bulk media. Vendors connect their own cloud storage (Dropbox or Google Drive) to deliver Deliverables, and Gotlan hosts only marketplace thumbnails, transactional metadata, and delivery-page templates (see Sections 6 and 16).

4.4 Data-protection roles (controller vs. processor). For data-protection law (including the GDPR, UK GDPR, FADP, CCPA/CPRA, and the TX/VA/CO/CT/UT state acts), the parties' roles are allocated as follows, and this allocation is mirrored in the Privacy Policy and, for Vendors, in a data processing addendum ("DPA") that Gotlan offers and Vendors may execute:

For data where Gotlan acts as a processor / service provider, Gotlan will process that data only on the controlling party's documented instructions and as permitted by the DPA, and will route data-subject and consumer requests (DSARs) to the controlling Vendor or Agent rather than acting on them directly. The parties do not intend to create a joint-controller relationship.

5. Account Registration and Security

To use most features you must create an account. Account creation and sign-in are handled by our identity provider, Clerk, using your name and email and a password or Google sign-in. You agree to provide accurate, current, and complete information and to keep it updated.

You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly at support@gotlan.com of any unauthorized use or security breach. Gotlan is not liable for losses arising from your failure to protect your credentials.

The Platform is multi-tenant. Users belong to a Team (a Vendor business) and hold roles such as Super Admin, Admin, Staff, Contractor, or Customer (Agent/Client). Data is strictly isolated per Team. You may access only the data and features appropriate to your role and Team, and you must not attempt to access another tenant's data.

6. Vendor Terms

This Section 6 applies to Vendors.

6.1 Independent business; no agency or employment. You are an independent business and operate as an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship between you and Gotlan, or between you and any Agent. You set your own services, prices, availability, and methods of work. Neither you nor Gotlan may bind or act on behalf of the other. With respect to an Agent, you are an independent contractor to that Agent, and Gotlan is neither your nor the Agent's agent or employer.

6.2 Your listings and conduct. You are solely responsible for your service catalog, pricing, portfolio, availability, communications, performance, and Deliverables, and for the legality and accuracy of everything you publish. You must hold all licenses, permits, insurance, and authorizations required to provide your services, including compliance with FAA Part 107 and all applicable rules for any drone or unmanned-aircraft operations.

6.3 Stripe Connected Account; merchant of record. Payments and payouts are processed by Stripe. To receive payouts you must onboard a Stripe Connected Account and, as a condition of doing so, you must agree to the Stripe Connected Account Agreement and the Stripe Services Agreement (each as amended). Because Vendors both accept card payments and receive payouts, Vendors onboard under Stripe's full Connected Account Agreement / service agreement (currently available at stripe.com/legal/connect-account and stripe.com/legal/ssa), not the Recipient-only agreement. Your acceptance of these Terms includes your acceptance of the applicable Stripe agreement, and you must consent to the Stripe agreement before using Stripe. Gotlan records your acceptance (including date and IP) at the onboarding gate. You may be required to re-accept the Stripe agreement if you transfer business ownership or change your tax identification.

You acknowledge Stripe's acquirers and their contact information as set out in Stripe's Acquirer Disclosure (stripe.com/legal/acquirer-disclosure), which is incorporated by reference.

When you provide personal data in connection with the Service, Stripe receives that personal data and processes it in accordance with Stripe's Privacy Policy (stripe.com/privacy). (This disclosure also appears in Section 8 and in the Privacy Policy.)

For each transaction, you are the merchant of record and the seller of the Media Services. Gotlan uses Stripe's `on_behalf_of` configuration so that your business is the settlement merchant: your statement descriptor appears on the Agent's card statement, and you — not Gotlan — bear sales-tax liability and are the responsible seller under the Media-Services contract. Gotlan may compute and present a tax rate or line item for convenience, but you remain the party responsible for collecting and remitting any applicable taxes.

6.4 Receiving bookings vs. payout. A completed Stripe Connected Account is required to receive payout, not to receive Bookings. Bookings may be received and authorized (placed on a payment-method authorization hold) before your Connect onboarding is complete. Where the merchant-of-record configuration requires a connected account to exist at capture, capture and any payout are deferred until your Connected Account is in place; funds are held and released only after Stripe verification is complete. Stripe may request additional information and may hold funds pending verification. Payout availability and timing are governed by Stripe.

6.5 Authorization to facilitate payments. You authorize Gotlan to facilitate the collection of payments on your behalf through Stripe, to deduct platform fees as Stripe application fees, to capture authorized charges upon your acceptance of a Booking, and to initiate refunds and transfer reversals as needed to administer cancellations and the Buyer-Protection Program described in Section 9.

6.6 Chargebacks and negative balances. As the merchant of record, you are responsible for refunds, chargebacks, and disputes relating to your transactions. If your Stripe balance becomes negative, or a chargeback or reversal exceeds your available balance, you are liable for the shortfall. You authorize Gotlan and Stripe to recover such amounts by debiting your Stripe balance, by setting off against any current or future payouts, and by enabling Stripe's negative-balance debit functionality. This allocation is between you and Gotlan; it does not limit Gotlan's separate obligations to Stripe. Your obligations under this Section 6.6, and your indemnity in Section 20, survive the closure or termination of your account and remain enforceable for any transaction initiated while your account was active.

6.7 Storage connection. At the first-booking-acceptance gate, you connect your own Dropbox or Google Drive account to store and deliver Deliverables. That storage is controlled by you under your own account and provider terms. Gotlan does not host your bulk media and is not responsible for the availability, security, or retention of files stored in your connected account.

6.8 Fees. Marketplace fees are two-sided and are set out in the Fee Schedule (Section 8). Your fee, where applicable, is deducted from your payout as part of the Stripe application fee. Clients you bring to the Platform yourself (vendor-imported clients) are fee-exempt as described in the Fee Schedule.

6.9 Marketing to your own clients only. Any marketing, drip, promotional, or re-engagement messaging you configure through the CRM may be sent only to your own direct clients for whom you have obtained all legally required consents. You may not use the Platform to send your marketing to marketplace Agents. Marketplace Agents receive promotional content only through Gotlan-mediated channels. You represent and warrant that you have obtained all consents required by the TCPA, CAN-SPAM, and (for EU/EEA/UK/CH recipients) the ePrivacy and GDPR opt-in requirements, and other applicable law for the contacts you message, and you will indemnify Gotlan for messaging you cause (see Sections 15 and 20).

7. Agent and Booking Terms

This Section 7 applies to Agents.

7.1 The Vendor is your counterparty. When you book, you contract with the Vendor for the Media Services. The Vendor is the merchant of record and the seller. Gotlan facilitates the Booking and payment but is not the provider of the Media Services and does not guarantee them.

7.2 Authorization hold; capture on acceptance. When you submit a Booking, Stripe places an authorization hold on your payment method for the charge amount. The hold is captured (charged) only when the Vendor accepts the Booking. If the Vendor declines or the Booking expires, the hold is released. Your bank may take time to reflect a released hold.

7.3 What you pay; up-front fee disclosure. The charge amount equals the Vendor's subtotal plus any applicable Agent-side marketplace fee under the Fee Schedule (and any applicable tax on paths where tax applies). Any mandatory Agent-side fee is clearly and conspicuously disclosed to you before you authorize payment, on both the all-in total display and the itemized display. Where the Fee Schedule provides for a single all-in total, the Agent-side fee is included in that total; where pricing is itemized, the Agent-side fee appears as a clearly labeled line item before authorization. Pricing displayed at checkout is authoritative, and no mandatory fee is added after the price you authorize.

7.4 Deliverable license. Any license to use the Deliverables (for example, for the specific listing or property you market) is granted by the Vendor under the Vendor's own terms, not by Gotlan. Gotlan does not grant, transfer, or warrant any rights in the Deliverables and does not control the scope of the Vendor's license to you. Unless your written agreement with the Vendor says otherwise, the Vendor retains copyright in the Deliverables, and you must not use the Deliverables beyond the license the Vendor grants. See Section 13 regarding your Fair Housing obligations in any use of listing media.

8. Fees and Payments

8.1 Fee Schedule. Marketplace fees are set out in the then-current Fee Schedule, available at the then-current Fee Schedule (provided to Vendors during onboarding and available on request), which is incorporated by reference and which Gotlan may update on notice as described in Section 24. Fees are two-sided: an Agent-side fee charged on top of the Vendor's subtotal, and a Vendor-side fee deducted from the Vendor's payout, each as described in the Fee Schedule. Clients a Vendor imports themselves (vendor-imported clients) are fee-exempt. Exact percentages are stated only in the Fee Schedule, not in these Terms, because rates are configurable and may change.

8.2 Collection via Stripe. Gotlan collects its fees through Stripe as application fees on the transaction. The Vendor (as merchant of record) receives the transaction value net of the Vendor-side fee and any applicable reversals. Gotlan does not store your full card number. Card and bank data are handled by Stripe, which maintains PCI-DSS compliance; Gotlan stores only transaction metadata and amounts.

8.3 Stripe data processing. When you provide personal data in connection with Gotlan, Stripe receives that personal data and processes it in accordance with Stripe's Privacy Policy (stripe.com/privacy). This same disclosure and link also appear in our Privacy Policy, as Stripe requires.

8.4 Taxes. Each Vendor, as merchant of record, is responsible for determining, collecting, and remitting any taxes due on its Media Services. Gotlan's calculation or display of a tax amount is provided for convenience only and is not tax advice.

9. Cancellations, Refunds, and the Buyer-Protection / Quality-Dispute Program

9.1 In-app cancellation. Where the Platform permits an in-app cancellation, the cancellation refunds the remaining charge for the affected Booking. For a full cancellation, the refund reverses the Agent-side fee and pro-rates the Vendor reversal through Stripe (using `refund_application_fee` and `reverse_transfer`).

9.2 Buyer-Protection Program (vendor-funded). Gotlan administers a Buyer-Protection / Quality-Dispute Program for objective service failures. The Program is vendor-funded: any remedy is funded from the Vendor's payout or balance, and Gotlan does not fund quality remedies. Remedies are limited to amounts recoverable from the Vendor's held payout, current balance, or future payouts; if Vendor funds are unavailable (for example, where the payout hold has lapsed and the Vendor's balance is insufficient), the remedy available to the Agent may be limited to the amount Gotlan can recover from the Vendor. The Program is not a satisfaction guarantee or a warranty by Gotlan, and it does not cover subjective dissatisfaction or matters of taste, which are between the Agent and the Vendor.

9.3 Qualifying reasons. A claim qualifies only for one or more of these six objective reasons: (1) no-show by the Vendor; (2) wrong property captured; (3) missing rooms or required coverage; (4) more than 50% of Deliverables unusable; (5) Deliverables delivered past the agreed MLS deadline; or (6) non-delivery.

9.4 Window and remedy ladder. A claim must be submitted within 7 days of delivery (or, for non-delivery, within 7 days of the agreed delivery deadline), through the Program's multi-step claim process. Remedies follow a ladder: reshoot, then partial refund, then full refund, as appropriate to the failure.

9.5 Funding mechanics; abuse. Consistent with Section 7.2, charges are captured on Vendor acceptance, and the Vendor's payout is held for a payout-hold window aligned with the 7-day claim window so that qualifying remedies can be funded from the Vendor's held payout. Chargebacks and reversals are recovered as described in Section 6.6, including via transfer reversal and Stripe's negative-balance debit functionality. Gotlan may monitor and flag claim patterns and may decline claims it reasonably determines to be frivolous, abusive, or outside the qualifying reasons. Disputes that fall outside the Program remain between the Agent and the Vendor.

10. User Content and License Grant

10.1 Your content; your rights and consents. You retain ownership of your User Content. You represent and warrant that you own or have all rights necessary to submit your User Content and that it does not infringe or misappropriate any third party's copyright, trademark, trade secret, privacy, publicity, or other rights, and does not violate any law. For any property imagery, address, or personal data you submit, commission, or use — including on token-based property-prep pages — you further represent and warrant that you have obtained the consent of the property's homeowner and any occupant as required by law for the collection, use, and display of that imagery and data.

10.2 License to Gotlan. You grant Gotlan a limited, non-exclusive, worldwide, royalty-free, sublicensable (to our subprocessors and to other users only as needed to operate the Service) license to host, store, reproduce, display, reformat, create thumbnails of, and transmit your User Content solely to operate, provide, secure, and market the Service — for example, to display portfolios and profiles in the marketplace, render delivery pages, generate marketplace thumbnails, and transmit your messages. This license is scoped to the content Gotlan actually hosts (thumbnails, portfolios, profiles, listing and property content, messages, and delivery-page templates) and does not extend to bulk Deliverables stored in a Vendor's own Dropbox or Google Drive, which Gotlan does not host. Any marketing use of your content under this license is conditioned on the truth of your representations in Section 10.1, and Gotlan will cease marketing use of specific content on your reasonable request. The license ends when your content is removed, except for reasonable backup copies and records and as needed to complete operations already underway.

10.3 Feedback. If you give us suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use it without obligation to you.

11. Copyright; DMCA Notice-and-Takedown

Gotlan respects intellectual-property rights and complies with the Digital Millennium Copyright Act ("DMCA").

11.1 Designated Agent. Notices of claimed copyright infringement should be sent to our designated agent:

Our designated agent is registered with the U.S. Copyright Office (Registration Number DMCA-1074837).

11.2 Notice requirements. A valid notice must include, substantially: (a) the physical or electronic signature of the owner or authorized agent; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and enough information to locate it; (d) your contact information; (e) a statement of good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information is accurate and that you are authorized to act for the owner. Upon a valid notice, we will expeditiously remove or disable access to material we host.

11.3 Counter-notice. If your content was removed and you believe the removal was a mistake or misidentification, you may submit a counter-notice with: your identification of the removed material and its prior location; a statement under penalty of perjury of your good-faith belief that it was removed by mistake or misidentification; your consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or, if your address is outside the United States, your consent to the jurisdiction of any judicial district in which Gotlan may be found; and your contact information, together with a statement that you will accept service of process from the complaining party. We will forward a valid counter-notice to the complaining party and may restore the material not less than 10 nor more than 14 business days after we receive the counter-notice, unless the complaining party first notifies us that it has filed a court action seeking to restrain the activity.

11.4 Repeat infringers. We have adopted and will reasonably implement a policy of terminating, in appropriate circumstances, the accounts of users who are repeat copyright infringers.

11.5 Trademark and other IP. The DMCA process covers copyright. For trademark or other intellectual-property complaints, contact support@gotlan.com. We reserve the right to remove content and reserve all rights in the Gotlan name, logos, storefront slugs, and profile URLs.

12. Acceptable Use and Prohibited Conduct

You agree not to, and not to permit anyone to:

We may, but are not obligated to, monitor, review, remove, refuse, or disable any content or account that we believe violates these Terms or applicable law, and we may suspend or terminate accounts and withhold payouts in connection with Stripe risk actions, account deauthorization, or negative balances.

13. Real-Estate and Fair Housing Compliance (Agents)

This Section 13 applies to Agents and to anyone who submits listing or property-marketing content.

13.1 Fair Housing covenant. You represent and warrant that all listing content, property descriptions, marketing copy, imagery, and instructions you submit, commission, publish, or distribute through the Service comply with the Fair Housing Act (42 U.S.C. § 3604 et seq.) and all applicable federal, state, and local fair-housing and fair-advertising laws, and do not indicate any preference, limitation, or discrimination based on a protected class — including discrimination because of race, color, religion, sex (including sexual orientation and gender identity), national origin, familial status, or disability, and any additional classes protected under applicable state or local law.

13.2 Media-specific responsibility. You are solely responsible for the fair-housing compliance of media you commission, select, publish, or distribute, including photographs, drone footage, virtual staging, human models, and captions, and you must not use such media to indicate exclusivity or to steer or signal a protected-class preference. The Vendor who produces media is an independent contractor and is not responsible for your fair-housing use of the Deliverables.

13.3 Gotlan's posture. Gotlan does not review, endorse, or guarantee the fair-housing or legal compliance of any User Content, and does not provide housing ad-targeting, audience-selection, custom or mirror-audience, or algorithmic ad-delivery services. We may remove or refuse content we believe may violate fair-housing law, in our discretion, without liability. You remain bound by your own licensure rules and professional codes (for example, the NAR Code of Ethics) independent of these Terms.

13.4 Equal Housing Opportunity. Gotlan LLC supports equal housing opportunity. Inclusion of the Equal Housing Opportunity logo or statement in your housing advertising is recommended and remains your responsibility.

14. Reviews and Ratings

The Platform uses a bidirectional rating system. Agent reviews of Vendors are public and are User Content licensed under Section 10; we may display them publicly. Vendor ratings of Agents are anonymous to other Vendors and Agents and are visible only to Gotlan administrators; an aggregate agent-quality score may be exposed to other Vendors only above a stated rating threshold (currently 3 or more ratings), and per-Vendor scores are never exposed across Vendors. We may moderate, remove, or decline to display reviews and ratings in our discretion.

Aggregate scoring and ranking are product features that do not, by themselves, make automated decisions producing legal or similarly significant effects on you, and a human remains in the loop for any consequential action (such as removing or restricting an account). The anonymity of a Vendor's rating of an Agent to other Vendors does not limit the Agent's own data-subject rights: an Agent may exercise the access rights described in the Privacy Policy with respect to data about that Agent, including any profiling logic, where applicable law (such as GDPR Articles 15 and 22) provides those rights. The Privacy Policy describes the agent-quality scoring as profiling and explains its logic, significance, and consequences.

15. Communications; Email and SMS Consent

15.1 Transactional communications. By creating an account or making a Booking, you consent to receive transactional and relationship messages by email (via Postmark) and, where you provide a number and opt in, by SMS (via Twilio) — for example, booking confirmations, acceptances and declines, payment receipts, delivery notices, account and security alerts, and schedule or weather alerts tied to a Booking. These messages relate to your account and Bookings, are part of the Service, and are not subject to marketing opt-out; they may be sent while you have an active account or Booking.

15.2 Marketing email. Marketing and onboarding/welcome email is separate. For recipients in the United States, marketing email is sent on an opt-out basis: every marketing email includes our postal address and a one-click unsubscribe, and we honor opt-outs as required by the CAN-SPAM Act. For recipients in the EU/EEA, United Kingdom, and Switzerland, marketing email and marketing SMS are sent only on an opt-in basis (or a narrow soft-opt-in where lawful), mirroring our geo-gated consent posture. Unsubscribing from marketing does not stop transactional messages.

15.3 SMS (TCPA). Our SMS program is opt-in and transactional only and is registered under A2P 10DLC. SMS opt-in is captured as a discrete affirmative action that logs the consent text, timestamp, and mobile number, and the in-product consent language is kept identical to the consent language submitted to The Campaign Registry (TCR) for the registered 10DLC campaign. Consent to receive texts is not a condition of purchase or of using the Service. Message frequency varies, and message and data rates may apply. Reply STOP to opt out and HELP for help. You may revoke consent by any reasonable means, and we honor opt-out requests as soon as practicable and in no event later than 10 business days, sending at most one confirmation message after an opt-out. A standalone SMS Terms page is linked from the opt-in.

15.4 Vendor-caused messaging. Vendors are solely responsible for, and must have all required consents for, any messaging they configure or cause (see Section 6.9), and must not message marketplace Agents with Vendor marketing.

16. Third-Party Services; International Data Transfers

The Service relies on third-party providers, including, without limitation: Clerk (identity and authentication); Stripe / Stripe Connect (payments and payouts); Google Maps / Google Places (geocoding and derived solar and weather data for scheduling, routing, and alerts); PostHog (product analytics); Sentry (error monitoring); Postmark (email); Twilio (SMS); Vercel (hosting); Supabase (PostgreSQL database, U.S. region); Upstash (rate limiting); and vendor-connected Dropbox or Google Drive (Vendor-controlled media storage). Gotlan also operates a first-party analytics pipeline that writes a persistent `rmm_visitor_id` identifier and stores page, referrer, and duration records. Your use of these services may be subject to their own terms and privacy policies. Gotlan is not responsible for third-party services, and derived data (such as solar or weather information) is advisory and not guaranteed.

International data transfers. Gotlan's infrastructure is hosted in the United States. The collection and use of personal data — including the categories collected, the named subprocessors, the cookie inventory (including the consent cookie, the `gotlan_geo_optin` geo-posture cookie, the `rmm_visitor_id` analytics cookie, Clerk session cookies, and PostHog cookies), and the mechanism for transferring EU/EEA, UK, and Swiss personal data to the United States (Standard Contractual Clauses, the UK International Data Transfer Addendum, and the Swiss addendum, with the EU-U.S. Data Privacy Framework as supplementary for certified subprocessors) — is described in our Privacy Policy, Cookie Policy, and Subprocessor List.

17. Intellectual Property

The Platform, including its software, design, text, graphics, the Gotlan name and logos, and all related intellectual property, is owned by Gotlan or its licensors and is protected by law. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to use the Platform for its intended purpose. You may not copy, modify, distribute, sell, or create derivative works from the Platform except as permitted. All rights not expressly granted are reserved. User Content remains owned by the user who submitted it, subject to the license in Section 10.

18. Disclaimers

THE PLATFORM AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GOTLAN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

GOTLAN DOES NOT PROVIDE THE MEDIA SERVICES AND MAKES NO WARRANTY AS TO THE QUALITY, LEGALITY, TIMELINESS, AVAILABILITY, OR OUTCOME OF ANY VENDOR'S WORK OR DELIVERABLES. Vendors are independent businesses, and Gotlan does not endorse, verify, or guarantee any Vendor, Vendor content, or Vendor performance. Access to Deliverables may depend on a Vendor's own third-party storage, which Gotlan does not control or warrant. Derived solar, weather, geocoding, and scheduling data are advisory and are not guaranteed to be accurate.

Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply to you.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GOTLAN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, whether based in contract, tort, or otherwise, even if advised of the possibility of such damages.

GOTLAN'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL MARKETPLACE FEES GOTLAN RETAINED FROM TRANSACTIONS INVOLVING YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD 100. For this purpose, "marketplace fees Gotlan retained" means all Agent-side fees you paid on top of a subtotal and all Vendor-side application fees deducted from your payouts — not only amounts a user affirmatively remitted to Gotlan — so that the cap is not illusory for Vendors who use the free CRM and pay their fees by deduction. Because Gotlan's revenue is its marketplace fees, the cap is measured by those fees and not by any transaction subtotal that a Vendor receives.

Gotlan is not liable for Vendor non-performance, no-shows, deliverable quality, or any loss arising from the Agent–Vendor Media-Services contract. Nothing in these Terms limits liability that cannot be limited by law (such as for gross negligence, willful misconduct, or personal injury where applicable).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. This Section survives termination.

20. Indemnification

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Gotlan and its affiliates, officers, employees, and agents from and against any third-party claims, damages, liabilities, losses, and costs (including reasonable attorneys' fees) arising out of or relating to: (a) your User Content; (b) your use of the Service; (c) your breach of these Terms or of any law; and (d) your violation of a third party's rights. This indemnity does not apply to the extent a loss arises from Gotlan's own gross negligence, willful misconduct, or violation of law.

Vendors additionally indemnify Gotlan for: (i) sales-tax and merchant-of-record obligations; (ii) Buyer-Protection / quality remedies for the Vendor's transactions; (iii) chargebacks, reversals, and negative-balance losses that Stripe allocates to the Platform; (iv) intellectual-property claims arising from uploaded portfolios or Deliverables; and (v) any messaging the Vendor configures or causes. Agents additionally indemnify Gotlan for fair-housing and fair-advertising claims arising from content the Agent submits, commissions, publishes, or distributes, and for claims arising from property imagery or homeowner data used without required consent. This Section survives termination.

21. Dispute Resolution; Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO GO TO COURT AND TO HAVE A JURY TRIAL, AND TO PARTICIPATE IN A CLASS ACTION.

21.1 Scope. This Section governs disputes between you and Gotlan. It does not apply to, and does not require arbitration of, the underlying Media-Services dispute between an Agent and a Vendor; Gotlan is not a party to that contract, and such disputes are between the Agent and the Vendor (with the Buyer-Protection Program in Section 9 as the contractual channel for qualifying objective failures).

21.2 Agreement to arbitrate. You and Gotlan agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration, governed by the Federal Arbitration Act, administered by the American Arbitration Association (AAA) under its applicable rules (Consumer or Commercial, as appropriate). Except as stated in Section 21.5, the arbitrator decides issues of arbitrability; this delegation does not strip either party's right to bring the court matters carved out in Section 21.5.

21.3 Mass-arbitration / batching protocol. If 25 or more demands for arbitration are filed against Gotlan that present common or coordinated questions of law or fact and are represented by the same or coordinated counsel, the parties agree that the AAA Mass Arbitration Supplementary Rules apply, and the demands will be administered in staged bellwether batches with a single set of administrative and filing fees per batch rather than per individual demand. The parties will cooperate in good faith on bellwether selection, and tolling applies to the non-bellwether demands pending resolution of the bellwether stage.

21.4 Class-action waiver. You and Gotlan agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any class, collective, consolidated, or representative action. The arbitrator may not consolidate claims (except under the batching protocol in Section 21.3) or preside over any class or representative proceeding.

21.5 Carve-outs (small claims, injunctive relief, and public injunctive relief). Either party may bring an individual claim in small-claims court if it qualifies. Either party may also seek injunctive or other equitable relief in court to protect intellectual-property rights or to address unauthorized access, DMCA matters, or misuse of the Platform. In addition, any claim for public injunctive relief shall be litigated in court and is severed from arbitration; the parties agree such relief may not be waived and is not subject to the arbitration agreement or the class-action waiver, consistent with applicable law (including California law under *McGill v. Citibank*).

21.6 30-day opt-out. You may opt out of this Section 21 by emailing support@gotlan.com within 30 days of first accepting these Terms, stating your name, account email, and intent to opt out of arbitration. Opt-out is per account. Opting out does not affect any other part of these Terms.

21.7 Severability of this Section. If the class-action waiver in Section 21.4 is found unenforceable as to a particular claim, that claim will proceed in court and not in class arbitration, while the remainder of this Section remains in effect. The carve-out for public injunctive relief in Section 21.5 is severable and, if any portion of this Section is held unenforceable as to public injunctive relief, that relief proceeds in court without invalidating the rest of this Section.

22. Governing Law and Venue

These Terms are governed by the laws of Florida, without regard to conflict-of-laws rules, except for the non-waivable consumer-protection rights of the state where you reside, and except that the Federal Arbitration Act governs Section 21. For any claim not subject to arbitration (including small-claims, public-injunctive, and other injunctive matters), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, except where applicable law requires otherwise.

23. Term and Termination

These Terms apply while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access, for cause or (with reasonable notice) for convenience, including for violations of these Terms, repeat copyright infringement, fair-housing violations, Buyer-Protection abuse, prohibited-business activity, or Stripe risk actions, account deauthorization, or negative balances.

On termination, your right to use the Service ends, but provisions that by their nature should survive will survive — including Sections 6.3 (merchant-of-record and tax obligations), 6.6 (chargebacks and negative-balance liability), 8 (accrued fees), 9, 10.2, 17, 18, 19, 20, 21, 22, 26, 27, and 28. Termination does not strand Deliverables in Gotlan's hands, because Vendors store bulk media in their own connected accounts; we may retain transactional and tax records as required by law and may remove hosted thumbnails and profile content.

24. Modifications to the Terms

We may modify these Terms from time to time. We will post the updated Terms with a new "Last Updated" date. For material changes — including to the arbitration agreement, the Fee Schedule, or the Buyer-Protection Program — we will provide notice (for example, by email and an in-app notice) and, where appropriate, request affirmative re-acceptance, with a forward effective date. Changes to the Fee Schedule flow through this Section; we will give notice of Fee Schedule changes. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms, except where affirmative consent is required.

25. Electronic Communications and E-SIGN Consent

The Service is provided electronically. By using it, you consent, under the federal E-SIGN Act and applicable UETA, to transact electronically and to receive these Terms, the Fee Schedule, the Privacy Policy, disclosures, and other notices electronically, and you agree that your electronic acceptance (for example, clicking "I agree" or completing a Booking) has the same legal effect as a handwritten signature. We capture and retain a record of your acceptance (including timestamp, IP, and the version accepted), and we log SMS opt-in consent (consent text, timestamp, and number) as described in Section 15.3. You have the right to request a paper copy of any record and to withdraw your consent to electronic communications by contacting support@gotlan.com; withdrawal may prevent you from using parts of the Service. To access electronic records you need a current web browser, internet access, and a valid email address.

26. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be reformed to the minimum extent necessary or severed, and the remaining provisions will remain in full force. The savings clauses in Sections 18 and 19 apply so that a struck sub-clause does not void the surrounding section, and the targeted rules in Sections 21.5 and 21.7 apply to the class-action waiver and the public-injunctive carve-out.

27. Assignment; No Waiver; Force Majeure

You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, reorganization, or sale of assets. Our failure to enforce any provision is not a waiver. Gotlan is not liable for delays or failures caused by events beyond its reasonable control. This Section survives termination.

28. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, Subprocessor List, Fee Schedule, SMS Terms, DMCA policy, any vendor DPA, and any Stripe agreements you accept, are the entire agreement between you and Gotlan regarding the Service and supersede prior agreements on that subject. In the event of a conflict between these Terms and a document expressly incorporated by reference, the incorporated document controls as to its specific subject matter.

29. Contact

Gotlan LLC operates Gotlan as a marketplace intermediary. Gotlan is not the seller of, and is not a party to, the Media-Services contract between Agents and Vendors. Marketplace fees are described in the then-current Fee Schedule.

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