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Terms of Service for
Keller Williams Realty, LLC

Last Updated: April 25, 2025

Please read these Terms of Service (this “Agreement”) carefully. This Agreement is a legal agreement between you and Keller Williams Realty, LLC (“we,” “us,” “our,” or “KW”) governing your access and use of our Command® mobile and desktop applications as described in more detail below (collectively, “Command”), and of any other website or mobile application provided by us from which you are accessing this Agreement (collectively, including Command, the “Services”). “You” and “your” mean both an individual using the Services and an entity if you are using the Services on behalf of or for the benefit of an entity (for example, an independently owned and operated franchisee of KW). The parties to this Agreement will be known collectively as the “Parties” and each singularly as a “Party.”

By registering an account, clicking or tapping any button or box with the word(s) “accept,” “agree,” or “OK” (or any other similar word), or by using the Services, you agree to this Agreement and any changes to it.

THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS DESCRIBED IN SECTION 16 BELOW, REQUIRES USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN BY JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OR CLASS ARBITRATIONS.

1. Effective Date. The “Last Updated” legend shows when this Agreement was last changed. We may change this Agreement by notifying you by any reasonable means, including posting a revised Agreement through the Services.

Subject to applicable laws, we may, at any time and without liability: (a) modify or discontinue all or part of the Services; or (b) charge, modify, or waive any fees required to use the Services.

2. License to Use the Services. Subject to your compliance with the terms and conditions of this Agreement, we grant you a limited, revocable, non-exclusive license to use the Services and we provide the Services for your personal use only, unless we agree otherwise. The Services, and all its elements, are owned by us or licensed to us by third parties (non-KW service providers). We and our third-party licensors retain all right, title, and interest in the Services, including all patent, copyright, trademark, and trade secret rights therein. With respect to Command, the Services include: (a) an electronic platform to enable you to upload and store the business contact details (which may include Personal Information) of individuals interested in buying or selling real estate utilizing your real estate brokerage service and accompanying information relating to your business contacts (“Contact Data”); and (b) further services to your benefit based on our analysis of your Contact Data, other publicly available data or other data procured from third parties to improve your business output as a real estate agent. Your Contact Data is only used to provide Services exclusively for you and not for the benefit of any third parties.

The Services may not work with all hardware or devices. You are responsible for obtaining, maintaining, and paying for all hardware and all telecommunications and other services needed for you to use the Services. The Services may include software applications that may make available additional products and services (these are collectively referred to as the “Apps”). You may be required to download or use specific software or Apps for certain components of the Services to function properly.

3. Registration; Usernames and Passwords; Communications. You may have to register an account with us to use the Services. If you decide to register an account with us, you may need to provide us with your name, email address, username, password, and other necessary registration information to create and access your account. We may reject, or require that you change, any username, password, or other information that you provide to us in registering your account. Your username and password are for your personal use only and must be kept confidential. You are responsible for the security of your account and all actions associated with it. You must promptly notify us of any confidentiality breach or unauthorized use of your username or password, or your Services account. You may not sell or otherwise transfer your account to another individual or entity without our prior written consent.

We may use telephonic or electronic means to communicate with you when: (a) you use the Services; (b) you send us emails; (c) we post a notice on the Services or send you emails; or (d) we contact you about the Services or other related real estate products or services. You: (x) consent to receive communications, including notifications, from us in an electronic form; (y) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in a hard copy writing; and (z) authorize us to contact you about the Services or other real estate products or related services at the telephone number and email address you provided, even if your number is on a federal, state, or internal Do Not Call list, and to send marketing calls and texts to you using an automated system for selection or dialing of numbers or pre-recorded or artificial voice messages that relate to real estate products or services. With respect to (z) in the immediately preceding sentence, your consent is not required to purchase products or services, and you may unsubscribe at any time.

4. Information Collected Through the Services. With respect to the information you provide to us through the Services, you represent, warrant, and covenant that:

  • You have and will comply with all laws applicable to any information you provide or access through the Services, including information that is uploaded or synchronized with the Apps for which you have given consent to use;
  • The information you provide is and will remain accurate and complete, and you will maintain and update the information as needed; and
  • You have all necessary rights and permissions to authorize the processing of such information under this Agreement.

By using our Services, you agree that KW may automatically collect information from you and your device while you use our Services. This information may include any actions you take while using the Services, including links visited, session details and duration, and what you type into our websites or mobile applications. You will at all times remain the controller of your Contact Data and we will store and process your Contact Data solely to the extent necessary to provide the Services to you as your processor. You will always be able to download and take your Contact Data with you. The specific rights and obligations in this context are set forth in the Data Processing Agreement attached hereto as Annex 1. When using the Services, we will also collect and process certain account data (as described in Section 3 above) and interaction data relating to you in the capacity as controller as further described in our Privacy Policy located at https://legal.kw.com/privacy-policy.

5. Your Conduct. You represent, warrant, and covenant that you will not:

  • Use the Services in any way or for any purpose that is unlawful, violates any federal, state, or local laws or regulations (including the federal Telephone Consumer Protection Act 47 U.S.C. § 227 (“TCPA”) or the CAN-SPAM Act of 2003 (“CAN-SPAM”) or any KW policies and guidelines (including the KW Policies and Guidelines Manual) that apply to the dissemination of unsolicited email and faxes the to the use of telephone calls, text messages, artificial or prerecorded messages, automatic telephone dialing systems, automatic dialing and announcing devices and any other communication to market services or to solicit listings or prospective buyers or to engage in any other telemarketing or telephone solicitation or other commercial communication or to any other purpose that is fraudulent, or otherwise tortious;
  • Post, transmit, or make available any materials through the Services that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner;
  • Introduce any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment into or through the Services;
  • Link, integrate, or provide access to the Services or related infrastructure without KW’s prior explicit permission;
  • Impersonate someone else in relation to your activities on the Services.
  • Transmit any spam, chain letters, or other unsolicited communications through the Services;
  • Harvest or collect information about users of the Services;
  • Interfere with the operation or content of the Services, or the servers or networks used to make the Services available (for example, by hacking or defacing any portion of the Services), or violate any requirement, procedure or policy of such servers or networks;
  • Inhibit any other person from using the Services;
  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of the Services;
  • Reverse engineer, decompile or disassemble any portion of the Services.
  • Remove or alter any copyright, trademark, or other proprietary rights notice from the Services
  • Frame or mirror any portion of the Services or incorporate any portion of the Services into any product or service;
  • Systematically download or store Services content;
  • Tamper with or circumvent any security technology associated with the Services;
  • Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Services content (including Submissions), or reproduce or circumvent the navigational structure or presentation of the Services, without our express prior written consent;
  • Use any robot, spider, site search/retrieval application or other manual or automatic device such as any artificial intelligence (AI products and/or tools) to retrieve, index, “scrape,” “data mine” or otherwise gather Services content (including Submissions), or reproduce or circumvent the navigational structure or presentation of the Services, without our express prior written consent;
  • Use any robot, spider, site search/retrieval application or other manual or automatic device such as any artificial intelligence (AI products and/or tools) to develop machine learning models and/or train any artificial intelligence (AI products and/or tools), including but not limited to the use of any artificial intelligence (AI products and/or tools) to directly or indirectly create, train, test, or otherwise improve any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights; or
  • Use any artificial intelligence (AI products and/or tools) to create content that violates our rights, or any third-party rights, including but not limited to copyright, trademark, privacy or other intellectual property rights or privacy rights.

We may monitor your use of the Services to determine your compliance with this Agreement. We may remove or refuse any data or material included in the Services, in whole or in part, for any reason. We may disclose information regarding your access to and use of the Services, and the circumstances surrounding such access and use.

You agree to be solely responsible for becoming aware of understanding and complying with the most recent versions of all applicable laws, regulations, and KW policies that relate to your use of the Services, including all applicable privacy and marketing laws, such as the California Consumer Privacy Rights Act Cal. Civ. Code §1798 (“CCPA”), Texas Privacy and Security Act Tex. Bus. & Com. Code Ann. § 541.001 et seq., any equivalent comprehensive U.S. state privacy law, the TCPA, and CAN-SPAM (collectively, “U.S. Data Privacy Laws”), as well as the EU General Data Protection Regulation 2016/679 (“GDPR”), including in the form implemented by UK Data Protection Act (2018) and EU Telecommunications Directive 2002/58 and its respective national implementation acts.

You acknowledge that you are solely responsible for identifying, interpreting, understanding, and complying with all applicable federal, state, and local laws and regulations regarding your use of the Services, including selecting and engaging any legal counsel you may deem necessary to ensure compliance therewith.

NOTE: If you copy and paste an individual’s contact information (e.g., a phone number, email address, etc.) from the Services and insert such information into your mobile device for the purpose of communicating with that individual, you must comply with all applicable federal, state, and local laws and regulations (including the TCPA and CAN-SPAM).

6. Third Party Materials; Links; Artificial Intelligence. Some of the Services’ functionality may be provided by third parties, including Apps (collectively, the “Third-Party Materials”), or allow for the routing or transmission of such Third-Party Materials, including via links. By using such functionality, you are directing and permitting us to access, route, and transmit to you the applicable Third-Party Materials.

We will only provide information to third parties to enhance the Services, or to provide additional functionality, and will only do so in compliance with our Privacy Policy located at https://legal.kw.com/privacy-policy. We will share your Contact Data with third parties only as provided in the Data Processing Agreement in Annex 1. We do not endorse, and make no representations or warranties related to, any aspect of the Third-Party Materials. The third-party App providers may present you with their own terms, conditions, and policies (the “Third Party Terms”). You are solely responsible for reviewing and complying with, and you represent, warrant, and covenant to us that you will comply with, any Third-Party Terms you agree to. For your and the Services’ security, or for any other reason deemed appropriate by us in our sole discretion, we may block or disable access to any Third-Party Materials (in whole or in part) through the Services at any time. If you place an advertisement through Third Party Materials (e.g., Google Ads, Meta Ads, etc.) directed at the general public (each, an “Ad”), you represent, warrant, and covenant to us that: (a) you will obtain all consents required by applicable law, including the TCPA or CAN-SPAM, prior to initiating contact by telephone, text, or email with a consumer who responds to an Ad; (b) to the maximum extent practical, each Ad you place will identify you, and not us, as the advertiser of record; (c) the content of each Ad will (x) comply with all applicable laws, policies, and regulations, including multiple listing service rules, and (y) not contain false, misleading, or inaccurate information.

Additionally, if any such Third Party Materials utilize artificial intelligence enabled by or through the Services (collectively, the “Third Party AI Services”), and should you elect to use any such Third Party AI Services (which is in your sole discretion), you represent, warrant, and covenant to us that you will: (a) not upload, transmit, or provide any confidential, sensitive, or Personal Information (as defined in our Privacy Policy located at https://legal.kw.com/privacy-policy) into or through the Third party AI Services; and (b) thoroughly review all AI generated output provided via the Third Party AI Services and confirm such output is factually accurate, suitable for its intended use, and complies with all applicable federal, state, and local laws and regulations (including any multiple listing service regulations or equivalents) as they pertain to your use of Third Party AI Services and any generated output.

7. Transactions. You may have the ability to purchase products, services, or access to Apps through the Services (each, a “Transaction”). To initiate and complete a Transaction, you may be asked to supply information, such as your credit card number and its expiration date and your billing address. You represent and warrant that you have the right to use the credit card you use in connection with a Transaction, and you grant to us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

We may: (a) impose conditions on the honoring of any coupon, discount, or similar promotion; (b) prevent any user from making any Transaction; or (c) refuse to provide any user with any product, service or App. Unless otherwise specifically stated, all Transactions are final, non-cancellable, and non-refundable. You must pay all charges incurred by you or on your behalf at the prices in effect when such charges are incurred. Additionally, you are responsible for any taxes applicable to your Transactions.

8. Subscriptions; Payment Authorization. If you purchase an App, product or service through an App, or if you start a free trial for an App, product, or service, that is a “Subscription.” Your Subscription may renew automatically at the regular subscription price and at the frequency stated when you made the purchase or began the free trial, unless you are otherwise notified in writing. Unless you set a subscription to stop automatically renewing prior to its renewal date, or cancel a free trial before it ends, each in the manner specified by the App or the subscription terms, you authorize us (without further notice to you, unless otherwise required by applicable laws) to charge the payment method you have provided to us in the amount of the then-current subscription fees and any applicable taxes, on a monthly basis or at any other frequency specified by the App or the subscription terms and agreed to by you. If we cannot charge your payment method for any reason, such as an expired payment method or insufficient funds, you remain responsible for any uncollected amounts. We may attempt to charge your payment method again as you update your payment information. We may terminate a subscription, or change the terms of subscriptions, at any time. If we terminate a subscription, you will receive a prorated refund if applicable.

9. Feedback. If you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), such Feedback will be deemed a Submission (as defined below), and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place us under any fiduciary or other obligation.

10. Submissions. Any posts, blogs, reviews, comments, or similar content you make available to us through the Services will be considered a “Submission.” For each Submission, you grant to us an unlimited, worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission for any purpose in any format or media, provided that our use and other processing of Personal Information as defined in our Privacy Policy located at https://legal.kw.com/privacy-policy.

11. Keller Williams’ Proprietary Rights. We and our third-party licensors (as applicable) own the Services, which are protected by United States and international intellectual property and proprietary rights and laws. Our trade names, trademarks and service marks include Keller Williams®, KW®, and any associated logos. All trade names, trademarks, service marks, logos, copyrightable works and other content, information, and materials on or made available through the Services that are not owned by us are the property of their respective owners. Except as otherwise permitted by us, you may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting any right to use any trade names, trademarks, service marks, logos, copyrightable works or other content, information, and materials without the express prior written consent of the owner.

12. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND WE DO NOT PROVIDE ANY WARRANTY THAT THE SERVICES WILL BE FREE FROM ERRORS OR INTERRUPTION. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL KW, ITS AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, OR REPRESENTATIVES (COLLECTIVELY, THE “AFFILIATED ENTITIES”) BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COST OF COVER, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT. THE AGGREGATE LIABILITY OF THE AFFILIATED ENTITIES IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CAUSE OF ACTION FOR DAMAGES; OR (B) FIFTY DOLLARS (USD $50.00). YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES (INCLUDING ANY APPS OR THIRD-PARTY MATERIALS) IS TO STOP USING THE SERVICES. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnity. You agree to, and will, defend, indemnify and hold harmless the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees and expenses) arising out of, relating to, or resulting from: (a) your use of, or activities arising out of, relating to, resulting from, or in connection with, this Agreement or the Services (including all Submissions and Third Party Materials); or (b) any violation or alleged violation of this Agreement by you. Without limiting the foregoing, you expressly acknowledge and agree that as an independent contractor that: (x) you are solely legally and financially responsible for any alleged violation of the TCPA, its implementing regulation, 47 C.F.R. § 64.1200, the CAN-SPAM, or any other similar federal, state, and local laws and regulations; (y) you do not have authority to send any communication on behalf of KW; and (z) KW does not control and is not responsible for your actions related to any telephone, text, email, or other communication.

15. Termination. This Agreement is effective until terminated. We may terminate or suspend your use of the Services at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with this Agreement. Upon any such termination or suspension, your right to use the Services will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials. Subject to the limitations and other provisions of this Agreement: (a) the representations, warranties, and covenants of the Parties contained herein will survive the expiration or termination of this Agreement; and (b) any provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or termination of this Agreement for the period of time necessary to give proper effect to the intent of the provision.

16. Governing Law; Dispute Resolution; Class Action Waiver. This Agreement and your activities under it, are governed solely by and will be construed solely in accordance with the laws of the United States and the State of Texas, U.S.A., without regard to its principles of conflicts of law regardless of your location.

ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY (each, a “Dispute”), WILL BE RESOLVED VIA ALTERNATIVE DISPUTE RESOLUTION INSTEAD OF IN COURT BY A JUDGE OR JURY.

In the event of a Dispute, each Party will promptly appoint a knowledgeable, responsible, and authorized representative to meet and negotiate in good faith to resolve the dispute. The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives during the ninety (90) days following appointment of the representatives for the Parties. Discussions and correspondence among the representatives are solely for purposes of a prospective settlement of the Dispute and are exempt from any discovery or production in any future proceedings and will not be admissible therein without the concurrence of the Parties.

If a Dispute cannot be settled through these discussions, the Parties agree to attempt to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures during the ninety (90) days following termination of the discussions of the representatives for the Parties. Mediation will be in Austin, TX U.S.A. The Parties will cooperate with one another in selecting a mediation service and will cooperate with the mediation service, and with one another, in selecting a neutral mediator and in scheduling the mediation proceedings. The mediator’s fees and expenses will be shared equally between the Parties.

The Parties further agree that any unresolved Dispute following mediation will be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims will be heard by a single arbitrator. The place of arbitration will be Austin, Texas U.S.A.

Time is of the essence for any arbitration under this Agreement and all arbitration hearings will take place within one hundred fifty (150) days of filing and any final award rendered within one hundred eighty (180) days of filing, with the arbitrator agreeing to these limits prior to accepting appointment. In making determinations regarding the scope of exchange of electronic information, the arbitrator and the Parties will be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production.

The arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The arbitrator will award to the prevailing Party, if any, as determined by the arbitrator, all of their costs and fees (e.g., reasonable pre-award expenses of the arbitration, including arbitrator fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone charges, witness fees, and attorneys’ fees). Except as may be required by applicable law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The Parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges will constitute a waiver by that Party to present evidence or cross-examine witnesses.

YOU FURTHER AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU AGREE THAT WE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY, AND YOU ARE AGREEING TO GIVE UP ANY LEGAL RIGHT YOU MAY HAVE TO PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION.

17. Information or Complaints. If you have a question or concern regarding the Services, please send an email to [email protected]. You may also contact us by calling us at (512) 327-3070. Please note that email communications are not necessarily secure. Accordingly, you should not include personal or payment information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

18. Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (DMCA) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through the Services infringe your copyright, you (or your agent) may send us a written notice by mail, email or fax, requesting that we remove such material or disable access to it. If you believe in good faith that someone has wrongly submitted to us a notice of copyright infringement involving content that you made available through the Services, you may send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to our Designated Agent as follows:

Keller Williams Realty, LLC
Legal Department
1221 S. Mopac Expressway, Suite 400
Austin, Texas 78746
Email: [email protected]
Telephone: (512) 327-3070

We suggest that you consult your legal advisor before sending a DMCA notice or counter-notice. It is our policy to terminate, in appropriate circumstances, a user’s right to use the Services if we decide they are repeat infringers.

19. Export Controls; International Use. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not: (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

We make no warranty, representation, or covenant that the Services are appropriate, will be available for use, or will function as intended in locations outside the U.S.A., and access to the Services from territories where such Services are illegal is prohibited. If you choose to access the Services from locations outside the U.S.A, you do so at your own risk and are solely responsible for compliance with applicable local laws and regulations. Additionally, if you access or use the Services from outside the U.S.A, your information may be transferred to, stored, and processed in the U.S.A where our servers may be located, and you hereby consent to such transfer, storage, and processing of your information to and in the U.S.A.

The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject us or our Affiliated Entities to any registration requirement within such jurisdiction or country.

20. Miscellaneous. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and us. You acknowledge and agree that, except as otherwise expressly provided in this Agreement, there will be no third-party beneficiaries to this Agreement. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either Party of any breach or default under this Agreement will be deemed to be a waiver of any other breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein and any addenda hereto, is the entire agreement between you and us regarding its subject matter, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Services or by email (including in each case via links) to the most recent email address that you have provided to us, or by regular mail to the most recent mailing address that you have provided to us. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for any failure to fulfill any obligation due to any cause beyond our reasonable control.

ANNEX 1 - DATA PROCESSING AGREEMENT

Keller Williams Realty, LLC (“Data Processor” or “our”) and you (“Data Controller”) are parties to a Terms of Service agreement regarding the use of Command (the “Main Agreement”) under which the Data Processor makes Command available for use by the Data Controller (the “Services”). Capitalized terms not otherwise defined in this Annex 1 will have the meanings set forth in the Main Agreement.

As part of the Services, the Data Processor may process the Contact Data of Data Subjects (as defined below) uploaded by the Data Controller to Command.

For the processing of EU Contact Data, Data Processor will process the data as commissioned data processor of the Data Controller pursuant to Article 28 of the European General Data Protection Regulation 2016/679 (“GDPR”). The following Data Processing Agreement (this “Data Processing Agreement”) specifies the rights and obligations of the Parties regarding the processing of Contact Data with respect to Command.

To the extent that U.S. Data Privacy Laws apply to Data Processor’s processing of Contact Data, Data Controller is a “business” and Data Processor is a “service provider.”

Unless defined otherwise in this Data Processing Agreement, the definitions of Article 4 GDPR will also apply to this Data Processing Agreement.

1. Scope of this Data Processing Agreement. For the performance of the Services under the Main Agreement, it may be required for the Data Processor to process Contact Data on behalf of the Data Controller. In this regard, the Data Controller acts as controller pursuant to Article 4, No. 7 GDPR and is solely and ultimately responsible for the lawfulness of data processing and all other the obligations imposed on data controllers by the GDPR, including the statutory rights of Data Subjects. The Data Processor only acts as commissioned data processor of the Data Controller and is bound to process the Contact Data obtained in connection with the Services solely on the written instructions of the Data Controller. In case of contradictions or obscurities between the provisions of the Main Agreement and this Data Processing Agreement, the provisions of this Data Processing Agreement will take precedence.

2. Type, Scope, Purpose, and Term of Data Processing. The Services include the use of Command, and the analysis and presentation of uploaded data for the Data Controller. The Contact Data uploaded by the Data Controller relates to potential and existing clients and other business contacts of the Data Controller (each, a “Data Subject” and collectively, the “Data Subjects”). The uploaded data may comprise the names, job title/role and company name, phone numbers, email addresses, postal addresses, birth dates, and home purchase anniversary date of the Data Subjects, as well as other comments or information uploaded by the Data Controller related to individuals (the “Data”). The Data Processor will process the Data only to the extent required to perform the Services as requested by the Data Controller under the Main Agreement and is bound to the instructions of the Data Controller. The Data Processor may use the Data for other purposes outside providing the Services only to the extent this is required by statutory legal provisions, upon receipt of consent of the respective Data Subject, or in an anonymized form. In case of a legal obligation to process or disclose Data, the Data Processor will notify the Data Controller upfront of such obligation, unless prohibited by law. The processing of the Data by the Data Processor will be limited to the term of the Main Agreement but the Data Processor will be bound by its obligations hereunder until all Data is deleted. The Data Controller may instruct the Data Processor at any time to cease processing the Data and the Data Processor will comply with these instructions.

3. Rights and Obligations of the Data Controller. The Data Controller will instruct the Data Processor in writing on each specific act of processing of Data. Subject to Section 3 of this Data Processing Agreement, the Data Processor will not be obliged or entitled to any act of processing Data without such written instruction. The Data Controller is solely responsible for issuing required instructions and for the lawfulness of these instructions and the data processing activities following such instructions. The Data Controller remains responsible for compliance with all obligations imposed by GDPR on controllers of Contact Data. The Data Controller will appoint one representative for issuing instructions to the Data Processor and will ensure that the representative is sufficiently authorized. The Data Controller instructs the Data Processor by this Data Processing Agreement to process the Data as necessary to perform the Services. Additional instructions are only permissible to the extent they are covered by the specific Services set forth in the Main Agreement. If the Data Processor is of the opinion that a specific instruction is not covered by the Services, it will inform the Data Controller without undue delay and will not be obliged to obey the respective instruction until a mutual understanding is reached between the Parties, if necessary, by amending the business terms in the Main Agreement. Should third parties file or threaten claims against the Data Processor with regard to any processing of Data in compliance with any instruction of the Data Controller under this Data Processing Agreement or any additional instruction, the Data Controller will indemnify, defend, and hold harmless the Data Processor from all costs related to such third-party claims (including reasonable legal fees). The Data Controller is entitled to request information on compliance of the Data Processor with its obligations under this Data Processing Agreement (in particular with regard to the technical and organizational protection measures pursuant to Section 4 of this Data Processing Agreement).

4. Rights and Obligations of the Data Processor. The Data Processor will comply with the instructions set forth in this Data Processing Agreement or additional written instructions of the Data Controller (subject to Section 3 of this Data Processing Agreement). The Data Processor may only process the Data without a binding instruction from the Data Recipient if this is required or permitted by applicable statutory law (e.g., for complying with authority requests or statutory retention obligations) or in anonymized form. Where processing of Data is required by provisions of statutory law (e.g., in case of a disclosure request issued by an authority) the Data Processor will inform the Data Controller accordingly prior to the processing unless this is prohibited by statutory law. If the Data Processor is of the opinion that an instruction of the Data Controller violates applicable data protection laws, it will immediately notify the Data Controller accordingly and is only obliged to follow the questioned instruction upon written confirmation by the Data Controller. For the avoidance of doubt, this will not result in an obligation of the Data Processor to assess the lawfulness of any instructions of the Data Controller and related processing activities. The Data Processor ensures that the Data is only disclosed or made accessible to such employees or approved sub-processors who are bound to use the Data only for the purpose of their activities with regards to the Services and to keep the obtained Data strictly confidential. The Data Processor ensures that its employees and approved sub-processors are familiar with the applicable legal obligations regarding protection of Contact Data. Before commencing the data processing activities under this Data Processing Agreement, the Data Processor will adopt and implement the reasonable technical and organizational measures required to ensure the security of the Data and prevent the unlawful alteration, loss, processing or access thereof, pursuant to the provisions of Article 32 GDPR. The Data Processor will maintain these measures throughout the term of the data processing activities and will from time to time assess whether the implemented protection measures are still effective and, if required, replace them with up-to-date protection measures. The Data Processor may change the security measures in its own discretion at any time provided that a sufficient level of data security is still ensured. The Data Processor will inform the Data Controller about any respective material changes. The Data Processor will reasonably support the Data Controller to fulfil its legal obligations as controller of the Data under applicable data protection laws, in particular regarding requests of data subjects, organizational proceedings set forth in Articles 32-36 GDPR, or in case of investigations by a competent authority. The Data Processor will provide necessary existing documentation to the Data Controller. In case that a data subject addresses the Data Processor in relation to requests, claims or rights under applicable data protection law, the Data Processor will immediately forward the request to the Data Controller and not respond to the request without prior written instruction of the Data Controller. The Data Controller will reimburse the Data Processor for all internal or external costs related to the support activities. The Data Processor will also immediately notify the Data Controller if a case of unlawful processing, unlawful disclosure of or unlawful access to Contact Data comes to the attention of the Data Processor and will support the Data Controller to investigate and remedy such breach, by providing all relevant existing documents and information to the Service Recipient. If a competent data protection authority launches an investigation against the Data Controller or requests information from the Data Controller, the Data Processor will reasonably support the Data Controller respectively and provide relevant information. The Data Controller will reimburse the Data Processor for all internal or external costs related to the support activities.

5. Sub-processing. The Data Processor may only use carefully and duly selected sub-processors for the processing of Data under the conditions set forth in this Section 5. The Data Controller expressly approves the following already existing sub-processors of the Data Processors:

  • All Win – Consultoria De Gestão, Unipessoal Lda (KW Portugal)
  • Desygner Pte. Ltd.
  • Google LLC
  • MongoDB, Inc.
  • Perfect Sense, Inc. (dba BrightSpot)
  • SoftServe, Inc.
  • Team France SAS (KW France)

The Data Processor will inform the Data Controller about any intended new engagement of a sub-processor or exchange of an existing sub-processor. In case of documented material concerns regarding the reliability of the new sub-processor to fulfill its obligations under applicable data protection laws and contractual obligations towards the Data Processor, the Data Controller may object to the appointment of the sub-processor. If the Data Controller does, after such objection, not offer an alternative solution to the Data Processor without involvement of the objected sub-processor, the Data Controller may terminate the Main Agreement with immediate effect. Any approved sub-contractor must be subject to a written data processing agreement with the Data Processor containing terms on data processing comparable to the ones set forth in this Data Processing Agreement. In case the Data Processor intends to engage a sub-processor located or processing Data outside the European Economic Area, the Data Processor will enter into the Standard Contractual Clauses of the EU Commission or will implement any other permitted tool for legitimizing data transfers under GDPR. The Data Processor is responsible for the compliance of each sub-processor with its statutory and contractual data protection obligations in the same scope as for own compliance.

6. U.S. Based Data Processing. Data Processor will not retain, use or disclose Contact Data outside of the direct business purpose agreed to in the Main Agreement, including retaining, using, or disclosing Contact Data for a commercial purpose other than the limited and specific purposes identified in the Main Agreement. With respect to Contact Data, Data Processor will not “sell” or “share” Personal Information as those terms are defined in the CCPA or combine Contact Data with Personal Information that it receives from other sources, except as permitted under U.S. Data Privacy Laws. Data Processor will inform Data Controller if it determines that Data Processor can no longer meet its obligations under U.S. Data Privacy Laws.

7. Term of this Data Processing Agreement. This Data Processing Agreement will have the same term as the Main Agreement. Termination of the Main Agreement will also lead to a termination of this Data Processing Agreement. However, after expiration or termination of the Main Agreement the provisions of this Data Processing Agreement will remain in force and effect until all Data is being returned to the Data Controller or destroyed or deleted in accordance with Section 7 of this Data Processing Agreement. This Data Processing Agreement cannot be terminated without termination of the Main Agreement.

8. Return and Deletion of Contact Data. Upon request by the Data Controller, and at the latest after expiration or termination of the Main Agreement, the Data Processor will immediately return all files or documents containing Data to the Data Controller and delete all copies of the Data. This will not apply to the extent the Data is subject to statutory retention periods or if Data is stored as part of the automatic backup procedure of the Data Processor and cannot be manually deleted from the backup instance with reasonable efforts. In these cases, the access to and use of the remaining Data will be strictly limited to the purposes of retention. Upon request by Data Controller, the Data Processor will, in writing, confirm the complete deletion of all Data not returned to the Data Controller.
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