VORAH LLC
TERMS OF SERVICE
Version 1.0 | Effective Date: April 17, 2026 | Governing Law: Commonwealth of Pennsylvania
Vorah LLC | 4203 Union Deposit Rd #1210, Harrisburg, PA 17111 | www.vorahhq.com
| legal@vorahhq.com
PLEASE READ THESE TERMS OF SERVICE IN THEIR ENTIRETY BEFORE CREATING AN ACCOUNT, ACCESSING THE PLATFORM, OR SUBMITTING ANY PAYMENT. BY CLICKING 'I AGREE,' CREATING AN ACCOUNT, OR SUBMITTING PAYMENT, YOU ARE ENTERING INTO A BINDING LEGAL CONTRACT WITH VORAH LLC. IF YOU DO NOT AGREE TO EVERY PROVISION, DO NOT ACCESS OR USE THE PLATFORM.
1. PARTIES AND ACCEPTANCE
This Terms of Service Agreement ("Agreement") is a legally binding contract between Vorah LLC, a Pennsylvania limited liability company with its principal place of business at 4203 Union Deposit Rd #1210, Harrisburg, PA 17111 ("Vorah," "we," "us," or "our"), and the individual or business entity accepting these terms ("Customer," "you," or "your"). If you are accepting on behalf of a business entity, you represent that you have full legal authority to bind that entity.
DOCUMENT FRAMEWORK: These Terms of Service are one component of Vorah's complete legal framework, which consists of: (1) these Terms of Service; (2) the Vorah Privacy Policy at www.vorahhq.com/privacy; (3) the Buyer Consent Notice presented to all Buyers before Smart Link engagement; and (4) the Cookie Consent Banner on www.vorahhq.com. Customers who executed a separate Early Access and Subscription Agreement with Vorah are also bound by that Agreement, which controls over these Terms in the event of any conflict. All documents are related instruments and are incorporated into each other by reference.
CONFLICT RESOLUTION: In the event of any conflict between these Terms and the Privacy Policy, these Terms control. Privacy Policy provisions that supplement these Terms without expanding Vorah's liability or the Customer's rights are not conflicts and are enforceable alongside these Terms.
ANTI-RELIANCE: These Terms, together with Vorah's Privacy Policy and any executed Early Access and Subscription Agreement, represent the entire and exclusive statement of the terms governing your use of the Platform. No statement, representation, promise, or commitment made by any Vorah employee, founder, sales representative, or agent — whether verbally, via email, during a sales demonstration, on Vorah's website, in any marketing material, or in any other communication — is legally binding unless expressly set forth in these Terms or in a written amendment signed by an authorized Vorah officer. You expressly waive any claim based on representations made outside of these Terms.
OPPORTUNITY TO CONSULT COUNSEL: By accepting these Terms, you represent that you have had a full and fair opportunity to consult with an attorney of your choosing prior to acceptance. These Terms shall not be construed against either party as the drafter.
2. DEFINITIONS
The following terms have the meanings set forth below throughout these Terms:
"Activation Date" — the date Vorah enables Customer's account and grants Platform access.
"Agent" — a licensed real estate agent granted access to the Platform under a Broker's subscription.
"Aware" or "Awareness" — Customer is aware of an event when Customer has actual knowledge or when a reasonable person in Customer's position would have had knowledge, whichever is earlier. Awareness does not require receipt of formal written notice.
"Broker" — a licensed real estate broker who subscribes to the Platform as the primary account holder on behalf of themselves and their affiliated Agents.
"Buyer" — any individual who accesses a Smart Link to view a property video tour and submits reaction data. Buyers are end users only and are not parties to any paid subscription.
"Buyer Consent Notice" — the legally required disclosure presented to every Buyer before they interact with any Smart Link, video tour, or reaction interface on the Platform.
"Buyer Engagement Data" — raw behavioral data collected when a Buyer interacts with a Smart Link, including watch duration, room-by-room reaction selections, replay events, skip events, and access timestamps. Buyer Engagement Data reflects observable viewing behavior only and does not contain, capture, or infer any information about any Buyer's Protected Characteristics.
"Claim" — any dispute, claim, cause of action, demand, lawsuit, proceeding, or controversy of any kind.
"Commercially Reasonable Efforts" — efforts consistent with those a similarly situated company would use under comparable circumstances, taking into account cost, technical feasibility, and business practicality.
"Confidential Information" — any non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential, including pricing, product roadmap, Platform architecture, Intelligence Report methodology, and customer data.
"Customer Content" — all videos, photos, property information, and other materials uploaded to the Platform by a Broker or Agent.
"Data Controller" — the party that determines the purposes and means of processing personal data. The Broker is the Data Controller for all Buyer Engagement Data and Agent-generated data collected under the Broker's account.
"Early Access Phase" — the period during which the Platform is offered to a limited number of pre-launch subscribers prior to general public release.
"Fair Housing Laws" — the federal Fair Housing Act (42 U.S.C. §§ 3601 et seq.), the Civil Rights Act of 1866 (42 U.S.C. § 1982), and all applicable state and local fair housing, anti-discrimination, and equal opportunity in housing laws in every jurisdiction in which Customer operates.
"Guarantee Period" — the thirty (30) calendar day window following the Activation Date during which a Customer may be eligible for a refund, subject to all conditions in Section 6.
"Intelligence Report" — the proprietary buyer engagement summary generated by the Platform following Buyer interaction with a Smart Link, delivered to the Agent and accessible to the Broker. An Intelligence Report is a data delivery tool only and does not direct, recommend, or influence any decision made by the Broker or Agent.
"Loss" or "Losses" — any claims, liabilities, damages, judgments, awards, losses, costs, and expenses, including reasonable attorneys' fees.
"Material Breach" — a breach of these Terms that substantially deprives Vorah of the benefit of its bargain, including without limitation: (a) non-payment of any amount due within ten (10) days of the due date; (b) any actual or alleged violation of Fair Housing Laws in connection with Platform use; (c) any prohibited conduct described in Section 13; (d) Customer's failure to notify Vorah within forty-eight (48) hours of Awareness of a fair housing complaint or government investigation per Section 9; (e) breach of the confidentiality obligations in Section 15; (f) any unauthorized use of Intelligence Reports per Section 11.4; or (g) any use of the Platform to build or improve a competing product or service.
"Platform" — Vorah's web and mobile application, all associated software, dashboards, tools, reports, APIs, and services provided under these Terms.
"Protected Characteristics" — race, color, religion, national origin, sex, disability, familial status, sexual orientation, gender identity, marital status, age, ancestry, source of income, and any other characteristic protected under applicable federal, state, or local law.
"Smart Link" — a unique, trackable URL generated by the Platform for a specific listing and distributed to prospective Buyers.
"Subscription Fee" — the annual subscription amount set forth in Customer's executed Early Access and Subscription Agreement or, for customers without a separate agreement, as published on Vorah's website at the time of subscription.
"Subscription Term" — the annual period beginning on the Activation Date, renewing per Section 7.4 unless cancelled in accordance with these Terms.
3. PLATFORM DESCRIPTION AND LIMITATIONS
3.1 What Vorah Does
Vorah is a buyer intelligence platform for licensed real estate professionals. The Platform enables Brokers and Agents to upload video tours of properties, generate trackable Smart Links, collect room-by-room Buyer reaction data, receive Intelligence Reports summarizing Buyer engagement, and access a Broker overview dashboard displaying activity across the Broker's team.
3.2 Vorah's Role — Passive Data Delivery Only
Vorah's sole function is to collect Buyer Engagement Data and deliver it to the Broker and Agent in the form of an Intelligence Report. Vorah does not: direct, recommend, or influence how any Broker or Agent uses Intelligence Reports; make decisions about Buyers, properties, or showings; participate in any real estate transaction; advise on the suitability of any Buyer for any property; collect, process, infer, or store any information about any Buyer's Protected Characteristics; or have any involvement in any decision made by a Broker or Agent following receipt of an Intelligence Report. The decision of how to use, interpret, act upon, or disregard any Intelligence Report rests entirely and exclusively with the Broker and Agent.
3.3 What Vorah Is Not
Vorah is not a CRM, transaction management platform, showing scheduler, compliance tool, electronic signature service, MLS integration, lead generation tool, virtual showing replacement, or real estate brokerage of any kind. Vorah does not replace any existing brokerage tools. Customer is solely responsible for maintaining all other tools required to operate their brokerage lawfully and in compliance with all applicable laws.
3.4 No AI Features — Current Platform
The Platform as currently delivered does not include artificial intelligence features, machine learning models, predictive analytics, AI-generated recommendations, or any other AI-powered functionality of any kind. Any reference to AI, machine learning, or predictive capabilities in any Vorah communication describes future roadmap items only and is not included in the current Platform. Customer expressly acknowledges it has not subscribed in reliance on any representation about current or future AI capabilities. The inclusion of AI features in any future version of the Platform is entirely at Vorah's discretion and is not a condition of these Terms.
3.5 No Exclusivity
Vorah makes no exclusivity representations of any kind. Customer's subscription does not entitle Customer to any geographic exclusivity, market exclusivity, or any restriction on Vorah's ability to sell to, onboard, or serve any other brokerage, agent, or customer in any market, territory, or jurisdiction — including markets where Customer operates. Nothing in these Terms or in any Vorah communication constitutes an exclusivity representation.
3.6 No Outcome Guarantee
Vorah makes no guarantee of any business outcome. Customer expressly acknowledges that real estate transaction outcomes are outside Vorah's control and cannot form the basis of any Claim against Vorah. Vorah makes no representations regarding increased transaction volume, closings, or revenue; reduction in unproductive showings; agent productivity; buyer conversion rates; or any other business performance metric.
3.7 Early Access Phase Disclaimer
VORAH IS CURRENTLY OPERATING IN EARLY ACCESS. THE PLATFORM AND ALL OUTPUTS — INCLUDING INTELLIGENCE REPORTS AND BUYER ENGAGEMENT DATA — ARE PROVIDED BY AN EARLY-STAGE SOFTWARE PRODUCT IN ACTIVE DEVELOPMENT. PLATFORM OUTPUTS MAY CONTAIN INACCURACIES, ERRORS, OR INCOMPLETE DATA. FEATURES MAY CHANGE WITHOUT PRIOR NOTICE. BY SUBSCRIBING DURING THE EARLY ACCESS PHASE, CUSTOMER EXPRESSLY ACCEPTS THE PLATFORM IN ITS CURRENT AND EVOLVING STATE AND WAIVES ANY CLAIM ARISING SOLELY FROM LIMITATIONS INHERENT IN EARLY-STAGE SOFTWARE BEYOND THE REFUND RIGHTS EXPRESSLY PROVIDED IN SECTION 6.
3.8 Third-Party Services
The Platform relies on Google Firebase, Google Cloud Platform, and Stripe. Vorah is not responsible for service interruptions, data loss, or failures caused by these providers. Third-party infrastructure outages do not constitute force majeure events and do not independently excuse Vorah's performance obligations beyond what Section 19.5 provides.
3.9 No Ownership Interest
Payment of any Subscription Fee does not confer, create, or imply any ownership interest, equity interest, membership interest, profit-sharing right, revenue-sharing right, governance right, voting right, or any other interest of any kind in Vorah LLC or any of its assets, intellectual property, technology, or business. Customer is a paying subscriber to a software service only. Customer is not an investor, member, partner, shareholder, or equity holder in Vorah LLC under any theory or circumstance. The subscription pricing is not a security or investment instrument of any kind.
4. ACCOUNT REGISTRATION AND ELIGIBILITY
4.1 Eligibility
The Platform is available exclusively to licensed real estate brokers and their affiliated licensed agents. By creating an account, Customer represents and warrants that: (a) Customer holds a valid, active real estate broker license in all jurisdictions in which Customer operates; (b) Customer has the authority to authorize and supervise all Agents granted access under Customer's account; (c) Customer is not subject to any regulatory investigation or enforcement action related to fair housing or anti-discrimination compliance; and (d) Customer is at least eighteen (18) years of age and has full legal capacity to enter into binding contracts.
4.2 Account Accuracy
Customer must provide accurate, complete, and current information at registration and must maintain that information throughout the Subscription Term. Customer must update account information promptly following any change. Vorah may suspend or terminate accounts found to contain materially inaccurate information.
4.3 Account Security
Customer is solely responsible for maintaining the security of all login credentials and for all activity that occurs under Customer's account. Customer must: (a) use strong, unique passwords; (b) not share credentials with any person outside Customer's brokerage; (c) immediately notify Vorah at legal@vorahhq.com of any suspected unauthorized access or security breach; and (d) ensure all Agents use the Platform only within the scope of Customer's brokerage operations. Vorah is not liable for any loss arising from Customer's failure to maintain credential security or to promptly report a known security incident.
4.4 Broker License Maintenance
Customer's valid real estate broker license is a material condition of these Terms. If Customer's broker license lapses, expires without timely renewal, is revoked, is suspended, or is otherwise rendered inactive for any reason, Vorah may immediately terminate Customer's Platform access without refund. Customer must notify Vorah in writing at legal@vorahhq.com within five (5) business days of any change in license status. Vorah reserves the right to independently verify Customer's license status at any time using publicly available state licensing databases.
4.5 No Free Trials
Vorah does not offer free trials, demo accounts, or any form of unpaid Platform access. All Platform access requires a paid subscription. Any access granted outside of a paid subscription is at Vorah's sole discretion, may be revoked at any time without notice, and does not create any contractual obligation on Vorah's part.
5. SUBSCRIPTIONS AND BILLING
5.1 Subscription Fee
Customer's Subscription Fee is determined at the time of subscription as set forth in Customer's executed Early Access and Subscription Agreement or, for customers without a separate agreement, as published on Vorah's website. Vorah does not publish pricing within these Terms. All fees are in United States Dollars and are exclusive of applicable taxes.
5.2 Annual Prepay
All subscriptions require annual prepayment in full at the start of each Subscription Term. Monthly billing is not available. Payment is processed via Stripe or such other payment method as Vorah designates in writing. Payment is deemed received upon successful processing by Vorah's payment processor.
5.3 Auto-Renewal
Unless cancelled in writing to legal@vorahhq.com at least thirty (30) days before the renewal date, subscriptions automatically renew annually. Vorah will send renewal notice to the email on file no fewer than fourteen (14) days before renewal. Customer is responsible for maintaining a current email address on file. Vorah is not liable for missed renewal notices caused by outdated contact information or spam filtering.
5.4 Failed Payments
If a renewal payment fails, Vorah will notify Customer at the email on file and provide a ten (10) calendar day cure period. If payment is not received within the cure period, Vorah may suspend Platform access without further notice. Suspension does not relieve payment obligations. Customer is responsible for all reasonable collection costs incurred by Vorah including attorneys' fees if legal action is required.
5.5 Taxes
Customer is solely responsible for all applicable sales, use, VAT, or other taxes arising from payments made under these Terms, excluding taxes on Vorah's net income.
5.6 Pricing Changes
Vorah may change its published subscription pricing at any time. Price changes do not affect continuously subscribed customers during their current Subscription Term. Customers receive no fewer than sixty (60) days' written notice of price increases before they take effect on renewal. Early Access customers are subject to the pricing terms in their executed Early Access and Subscription Agreement.
5.7 Payment Disputes
Billing disputes must be submitted in writing to legal@vorahhq.com within thirty (30) days of the charge. Disputes submitted after thirty (30) days are ineligible for adjustment. Initiating a chargeback or payment reversal through any payment processor without first submitting a written dispute to Vorah and allowing five (5) business days for response constitutes a Material Breach of these Terms. In the event of an improper chargeback, Customer shall be liable to Vorah for: (a) the full amount of the chargeback; (b) all chargeback fees and penalties imposed on Vorah by its payment processor; and (c) Vorah's reasonable attorneys' fees and costs.
5.8 Payment Processor Limitation
Vorah processes payments through Stripe or such other processors as Vorah designates. Vorah is not liable for any payment processor action outside Vorah's reasonable control, including account freezes, transaction holds, payment reversals initiated by the processor, fraud flags, or service outages. Customer's remedy for any dispute with a payment processor is solely against that processor and does not create any Claim against Vorah.
6. REFUND POLICY AND 30-DAY PERFORMANCE GUARANTEE
6.1 Refund Cap — Absolute Maximum
UNDER NO CIRCUMSTANCES WILL VORAH REFUND ANY AMOUNT EXCEEDING THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO VORAH. THE MAXIMUM AMOUNT CUSTOMER CAN RECEIVE BACK FROM VORAH UNDER ANY THEORY, IN ANY PROCEEDING, FOR ANY REASON, IS THE EXACT DOLLAR AMOUNT CUSTOMER PAID. THIS CAP APPLIES TO REFUNDS, DAMAGES, CREDITS, AND ANY OTHER FORM OF RECOVERY COMBINED.
6.2 30-Day Performance Guarantee — Six Required Conditions
Vorah offers a conditional thirty (30) day performance guarantee commencing on the Activation Date. This guarantee is a limited contractual remedy only and does not constitute a warranty of any kind. ALL six of the following conditions must be independently satisfied within the Guarantee Period. Failure to satisfy any single condition automatically and permanently forfeits all refund eligibility:
Account Setup: Broker account fully created and at least one (1) Agent invited within seven (7) calendar days of the Activation Date. Failure to complete setup within seven (7) days automatically and permanently forfeits refund eligibility regardless of all other conditions.
Agent Activation: At least one (1) Agent must have uploaded a minimum of one (1) listing video within fourteen (14) calendar days of the Activation Date.
Minimum Listing Uploads: A minimum of two (2) listing videos uploaded to the Platform during the Guarantee Period.
Buyer Smart Link Engagement: Each of the two (2) listings must have had at least one (1) Smart Link opened by a prospective Buyer during the Guarantee Period.
Intelligence Report Receipt: At least two (2) Intelligence Reports received from Buyer engagement with those listings during the Guarantee Period.
Minimum Platform Engagement: Customer must have logged into the Platform a minimum of five (5) times during the Guarantee Period.
Plain terms: Set up your account within 7 days. Get an Agent uploading within 14 days. Run Vorah on two real listings with real buyers. Receive two Intelligence Reports. Log in at least five times. Do all of that and still see no value — request a refund before day 30. Miss any single condition and no refund is available under any theory.
6.3 How to Request a Refund
If all six conditions in Section 6.2 are satisfied and Customer is dissatisfied, Customer must submit a written refund request to legal@vorahhq.com before the Guarantee Period expires. The request must include: (a) account name and Activation Date; (b) dates of each listing upload; (c) evidence of Buyer Smart Link engagements; (d) login timestamps confirming five or more logins; and (e) a description of why the Platform failed to meet expectations. Vorah will review and respond within ten (10) business days. Approved refunds are processed within fifteen (15) business days to the original payment method. No refund will exceed fees actually paid.
6.4 Refund Verification
Vorah reserves the right to verify refund eligibility using Platform usage data including login records, listing upload logs, Buyer engagement records, and Intelligence Report delivery records as recorded by Vorah's systems. Customer's agreement to this verification is a condition of refund eligibility.
6.5 Refund Ineligibility — Complete List
Customer is not eligible for any refund if any single one of the following applies:
Any single condition in Section 6.2 is not satisfied within the Guarantee Period.
Account setup is not completed within seven (7) days of the Activation Date — this forfeits eligibility automatically and permanently.
The refund request is submitted after the Guarantee Period expires.
The account has been suspended or terminated for any violation of these Terms.
Customer's dissatisfaction is based on real estate market conditions, agent performance, buyer behavior, or any outcome not directly attributable to Platform malfunction.
Customer seeks a refund based solely on Platform output quality during the Early Access Phase.
Customer has initiated a chargeback or payment dispute before exhausting this refund process.
Customer has not complied with the participation obligations in Section 8.1.
Failure to use the Platform is not a Platform failure. Non-use forfeits all refund eligibility. THE 30-DAY PERFORMANCE GUARANTEE IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM.
6.6 No Refunds Outside the Guarantee Period
All fees paid to Vorah are non-refundable except as expressly provided in Section 6.2. Vorah does not issue pro-rated refunds for mid-term cancellations. Upon cancellation, Customer retains Platform access through the end of the paid Subscription Term.
7. TERM, RENEWAL, AND CANCELLATION
7.1 Term
These Terms commence on the date Customer creates an account or submits payment, whichever is earlier, and continue for the active Subscription Term, renewing automatically per Section 5.3, unless earlier terminated under Section 18.
7.2 Cancellation by Customer
Customer may cancel by written notice to legal@vorahhq.com. Cancellation takes effect at the end of the then-current Subscription Term. Customer retains full Platform access through the end of the paid term. No refunds are issued for cancellations except as provided in Section 6. Customers who executed a separate Early Access and Subscription Agreement should refer to that Agreement for additional cancellation terms including Early Access Rate forfeiture provisions.
7.3 Effect of Cancellation
Upon cancellation or termination for any reason: (a) all licenses granted under these Terms terminate at the end of the paid term or immediately upon cause-based termination; (b) Customer must cease all Platform use; (c) Vorah retains Customer Content for thirty (30) days during which Customer may request data export; (d) after thirty (30) days Vorah may permanently delete all Customer data; and (e) all outstanding payment obligations survive cancellation.
7.4 Brokerage Ownership Transfer
If Customer's brokerage is sold, transferred, merged, or undergoes a change of controlling ownership for any reason, Customer must notify Vorah in writing within thirty (30) days of the transaction closing. The new owner is not automatically entitled to Customer's subscription pricing or any other benefit of these Terms. Vorah may, at its sole discretion, require the new owner to execute a new subscription agreement at then-current pricing, permit assumption of the existing subscription with written consent, or terminate the subscription upon sixty (60) days written notice with a pro-rated refund of prepaid fees for the unused portion of the then-current annual term. Failure to notify Vorah of an ownership transfer constitutes a Material Breach.
8. CUSTOMER RESPONSIBILITIES
8.1 Participation Obligations
As a condition of maintaining Platform access and refund eligibility, Customer agrees to:
Designate at least one (1) licensed Agent to access and use the Platform within fourteen (14) days of the Activation Date.
Upload at least one (1) property video tour to the Platform within fourteen (14) days of the Activation Date.
Provide reasonable good-faith feedback to Vorah regarding Platform performance upon request.
Complete all onboarding steps communicated by Vorah within a commercially reasonable time.
8.2 Content Responsibility
Customer is solely and exclusively responsible for: all video tours, property descriptions, disclosures, marketing materials, and other content uploaded to or distributed through the Platform; ensuring all content complies with applicable real estate advertising laws, MLS rules, Fair Housing Laws, and professional licensing requirements in all applicable jurisdictions; reviewing all content for accuracy, legality, and compliance prior to distribution; all communications with buyers, sellers, and other parties facilitated through or in connection with the Platform; and obtaining all necessary consents, permissions, or disclosures required in connection with the capture, upload, or distribution of video content of any real property.
8.3 Agent Supervision
Customer is solely responsible for supervising, training, and ensuring the compliance of all Agents accessing the Platform under Customer's account. Customer's obligations extend to all Agent actions regardless of whether Customer authorized or was aware of specific Agent conduct. Customer must train all Agents on compliant Platform use — including specific training on using Intelligence Reports without violating Fair Housing Laws — before granting any Agent access. Customer must deactivate any Agent's access within five (5) business days of termination of that Agent's affiliation with Customer's brokerage.
8.4 Multi-State Compliance
Vorah is a Pennsylvania technology company and does not possess specialized knowledge of the specific real estate laws, broker supervision requirements, fair housing regulations, MLS rules, or advertising standards of every state in which its Customers operate. Customer represents that it possesses or has access to qualified legal counsel with knowledge of the real estate laws applicable in its operating jurisdiction. Customer assumes sole and exclusive responsibility for ensuring that its use of the Platform complies with all jurisdiction-specific real estate laws. Vorah expressly disclaims any representation that Platform use is compliant with the specific laws of any state. If Customer is uncertain whether a particular use of the Platform complies with its jurisdiction's laws, Customer must consult qualified legal counsel before proceeding.
8.5 Device and Infrastructure Requirements
Customer is solely responsible for maintaining adequate broadband internet connectivity, compatible devices running current supported operating systems, current supported web browsers, and any other hardware, software, or infrastructure necessary to access and use the Platform. Platform inaccessibility caused by Customer's internet connectivity, device compatibility, browser version, network configuration, or any other Customer infrastructure issue does not constitute a Platform failure, does not trigger refund eligibility, and creates no liability for Vorah.
8.6 Identity and License Warranty
Customer warrants that: (a) the individual managing Customer's account is the licensed real estate broker identified at registration and has not misrepresented their identity, license status, or authority; (b) the brokerage information provided at registration is accurate and current; and (c) Customer's broker license number provided at registration is valid, active, and in good standing. Any misrepresentation of identity, license status, or authority voids these Terms and all payments made are forfeited to Vorah as liquidated damages for the cost of fraudulently induced contracting.
9. BROKER NOTIFICATION OBLIGATIONS
THIS SECTION CREATES BINDING LEGAL OBLIGATIONS. THE 48-HOUR CLOCK BEGINS AT AWARENESS — NOT AT FORMAL WRITTEN NOTICE. FAILURE TO NOTIFY OF FAIR HOUSING COMPLAINTS OR GOVERNMENT INVESTIGATIONS IS AN IMMEDIATE MATERIAL BREACH WITH NO CURE PERIOD AND NO REFUND.
9.1 48-Hour Notification Requirement
Customer must notify Vorah in writing at legal@vorahhq.com within forty-eight (48) hours of Awareness of any of the following:
Any legal claim, threatened legal claim, demand letter, or notice of intent to sue involving Customer's use of the Platform or any Intelligence Report.
Any actual or suspected violation of Fair Housing Laws by Customer or any Agent in connection with Platform use. Failure to notify within 48 hours from Awareness is an IMMEDIATE MATERIAL BREACH WITH NO CURE PERIOD.
Any complaint, inquiry, or investigation initiated by any government agency, fair housing organization, real estate licensing authority, MLS, or other regulatory body referencing Platform use. Failure to notify within 48 hours from Awareness is an IMMEDIATE MATERIAL BREACH WITH NO CURE PERIOD.
Any data breach, unauthorized access, or security incident affecting Customer's Vorah account or any Buyer Engagement Data.
Any court order, subpoena, or government request for data related to Customer's Vorah account or Platform use.
Any dispute with a departed Agent regarding ownership of or access to data generated under Customer's Vorah account.
9.2 Form of Notice
All notifications must be submitted via email to legal@vorahhq.com with the subject line "Vorah Legal Notice — [Broker Name] — [Date]" and must include: Customer's full name and brokerage name; a description of the issue; the date and circumstances of Awareness; and any relevant documentation in Customer's possession. Oral notice does not satisfy this requirement.
9.3 Consequences of Failure to Notify
Failure to notify within forty-eight (48) hours from Awareness: (a) waives any defense based on Vorah's alleged failure to mitigate damages; (b) does not reduce Customer's indemnification obligations under Section 16; and (c) for fair housing violations and government investigations, constitutes an immediate Material Breach entitling Vorah to terminate without cure period and without refund.
10. BUYER CONSENT AND SMART LINKS
10.1 Buyer Consent Notice — Mandatory
Every Buyer must be presented with Vorah's Buyer Consent Notice before engaging with any Smart Link, video tour, or reaction interface. The Buyer Consent Notice discloses that engagement data will be collected and shared with the listing Agent and Broker. The Buyer Consent Notice is a required component of Platform operation, not an optional feature. No Smart Link may be distributed to any Buyer until the Buyer Consent Notice is confirmed to be functioning and writing consent records to Vorah's systems.
10.2 Customer's Consent Responsibility
Brokers and Agents are solely responsible for ensuring Smart Links are distributed only in circumstances where the Buyer Consent Notice will be properly presented to the Buyer before any data collection occurs. Vorah is not responsible for any Claim arising from Customer's failure to ensure the Buyer Consent Notice is properly presented. Customer may not distribute Smart Links through any channel, method, or medium that bypasses or prevents the Buyer Consent Notice from being displayed.
10.3 Buyers Who Decline Consent
When a Buyer clicks the exit button on the Buyer Consent Notice and does not consent, no Intelligence Report will be generated for that Smart Link session because no data was collected. The Broker and Agent will see that the Smart Link was accessed but consent was not given. Brokers and Agents must not treat a Buyer's refusal to consent as a negative signal or use it as a basis for any decision that could constitute discrimination under Fair Housing Laws. Refusing consent does not affect a Buyer's right to view or purchase any property.
10.4 Smart Link Distribution Compliance
Customer is solely responsible for ensuring Smart Links are distributed in compliance with all applicable laws including CAN-SPAM, applicable state anti-spam laws, MLS rules governing electronic communications with buyers, and any applicable real estate advertising regulations. Vorah is not responsible for the manner in which Customer or any Agent distributes Smart Links.
11. CONTENT OWNERSHIP AND INTELLECTUAL PROPERTY
11.1 Customer Content Ownership
Customer retains all right, title, and interest in and to Customer Content. By uploading, Customer grants Vorah a limited, non-exclusive, royalty-free, worldwide license to store, host, process, transcode, display, and transmit Customer Content solely as necessary to operate the Platform and provide services under these Terms. Vorah will not use Customer Content for marketing or any purpose beyond Platform operation without prior written consent.
11.2 Customer Content Warranties
By uploading Customer Content, Customer represents and warrants that: (a) Customer owns or has all necessary rights to the content; (b) the content does not infringe any third-party intellectual property rights; (c) all required consents have been obtained from individuals appearing in videos or photos; (d) the content does not contain false, misleading, defamatory, or unlawful material; and (e) the content complies with all MLS rules, Fair Housing Laws, and advertising regulations. Customer indemnifies Vorah from all Claims arising from Customer Content violating these warranties.
11.3 Vorah Intellectual Property
All rights, title, and interest in the Platform — including software, source code, algorithms, database architecture, designs, trademarks, Intelligence Reports as a work product format, and all data derived from Platform operation — are exclusively Vorah's property. Customer receives only a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for internal brokerage operations during the active Subscription Term. This license terminates immediately upon expiration or termination of these Terms.
11.4 Intelligence Reports — Restricted Use
Intelligence Reports are proprietary Vorah work product. Permitted use is limited to internal showing preparation within Customer's brokerage. Customer may not: reproduce, distribute, sell, license, or share Intelligence Reports with competing brokerages or technology companies; use Intelligence Report methodology to build or improve a competing product; or publicly disclose the format, structure, or content logic of Intelligence Reports. Permitted sharing is limited to: the specific Buyer whose engagement generated the report; the seller of the subject property; and licensed Agents within Customer's brokerage. Any violation of this Section 11.4 constitutes an immediate Material Breach.
11.5 Prohibition on Screenshots and Recordings
Customer and all Agents are prohibited from taking screenshots, screen recordings, photos, or any other reproduction of the Platform interface, Intelligence Report format, Broker dashboard, or any other proprietary Platform output, and from sharing any such reproduction with any third party. Any violation constitutes an immediate Material Breach and Vorah may seek injunctive relief without bond.
11.6 Aggregated Data
Vorah may aggregate and anonymize usage and engagement data to improve the Platform and produce industry insights. Aggregated data will be de-identified such that no individual can be identified. Vorah retains full ownership of all aggregated data and may use, publish, license, or sell it without restriction or obligation to Customer.
11.7 Feedback
Any feedback, suggestions, or recommendations submitted by Customer or any Agent regarding the Platform is subject to a perpetual, irrevocable, royalty-free, worldwide license granted to Vorah upon submission. Vorah may use, implement, modify, and commercialize feedback without attribution or compensation to Customer.
12. DATA, PRIVACY, AND SECURITY
12.1 Data Collected
Vorah collects: Broker and Agent account information; Customer Content; Buyer Engagement Data including IP address, device type, watch duration, room-by-room reactions, replay and skip events, and access timestamps; Platform usage data; and payment metadata processed by Stripe. Vorah does not store full payment card numbers. Vorah does not collect, store, or process any information about any Buyer's Protected Characteristics.
12.2 Privacy Policy
Vorah's Privacy Policy governs all data collection and use and is incorporated into these Terms by reference. The Privacy Policy is available at www.vorahhq.com/privacy. In the event of any conflict between the Privacy Policy and these Terms regarding data practices, liability, or remedies, these Terms control.
12.3 Customer's Privacy Compliance Responsibility
Customer is solely responsible for ensuring Platform use complies with all applicable privacy laws including the California Consumer Privacy Act (CCPA) for California Buyers, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Texas Data Privacy and Security Act, and any other applicable state or federal privacy statutes. Vorah does not monitor Customer's compliance with applicable privacy laws. Nothing in these Terms constitutes legal or compliance advice.
12.4 Buyer Data and Customer's Disclosure Obligations
Customer is solely responsible for ensuring that all required disclosures are made to Buyers regarding data collection in accordance with applicable privacy law in Customer's operating jurisdiction. Vorah's Buyer Consent Notice satisfies Vorah's disclosure obligation at the platform level. Customer may have additional disclosure obligations under applicable state law that Vorah's Buyer Consent Notice does not satisfy. Customer must consult qualified legal counsel to determine whether additional disclosures are required in Customer's jurisdiction.
12.5 Data Retention
Customer Content and account data are retained during the active subscription and for thirty (30) days following termination. Customer may request data export during that window by written request to legal@vorahhq.com. After thirty (30) days, Vorah may permanently delete all Customer data without further obligation. Buyer Engagement Data may be retained in anonymized, aggregated form indefinitely.
12.6 Data Security
Vorah implements Commercially Reasonable Efforts to protect Customer data and Buyer data including encryption in transit and at rest, access controls, and security monitoring. No system guarantees absolute security. In the event of a confirmed data breach affecting Customer or Buyer personal information, Vorah will notify affected Customers within the timeframe required by applicable law. Vorah's liability for any data security incident is subject to the limitations in Section 17.
12.7 Government Data Requests
If Vorah receives a subpoena, court order, or government request for Customer account data, Vorah will: (a) review the validity of the request before producing any data; (b) notify Customer promptly unless prohibited by law from doing so; (c) produce only the data specifically required by a valid legal process; and (d) use Commercially Reasonable Efforts to challenge overly broad requests. Vorah's compliance with valid legal process does not constitute a breach of these Terms and creates no liability to Customer.
13. ACCEPTABLE USE AND PROHIBITED CONDUCT
Customer, all Agents, and all users accessing the Platform under Customer's account may not:
Violate any federal, state, or local law including Fair Housing Laws, real estate licensing laws, anti-spam laws, and consumer protection statutes.
Use Buyer Engagement Data or Intelligence Reports in any manner that discriminates against any Buyer based on any Protected Characteristic.
Upload content that is false, misleading, defamatory, obscene, sexually explicit, or that infringes third-party intellectual property rights.
Distribute Smart Links via unsolicited mass communication, spam, or any channel that prevents proper presentation of the Buyer Consent Notice.
Reverse engineer, decompile, disassemble, or attempt to derive the source code or algorithms of the Platform.
Resell, sublicense, white-label, or transfer Platform access to any unauthorized third party.
Use the Platform or derived data to build, train, or improve a competing product or service.
Take screenshots, screen recordings, or any other reproduction of proprietary Platform outputs for unauthorized distribution.
Use automated scripts, bots, scrapers, or any other tools to extract data beyond standard permitted use.
Introduce malware, viruses, ransomware, or malicious code into the Platform or Vorah's systems.
Circumvent, disable, or interfere with any security feature, access control, or authentication mechanism.
Impersonate Vorah, any Vorah employee, or any other person or entity.
Use the Platform in any manner that damages, overburdens, or impairs Vorah's infrastructure or interferes with any other user's access.
Make public statements about Vorah or the Platform without prior written consent per Section 20.1.
Make disparaging public statements about Vorah per Section 20.2.
Each prohibited use listed above constitutes an independent Material Breach. Vorah may immediately suspend or terminate any account found in violation without prior notice and without liability for resulting loss of access or data.
14. FAIR HOUSING COMPLIANCE — MOST CRITICAL SECTION
THIS SECTION IS NON-NEGOTIABLE AND NON-WAIVABLE. VORAH IS A PASSIVE DATA DELIVERY TOOL ONLY. EVERY DECISION MADE USING PLATFORM DATA IS CUSTOMER'S DECISION ALONE. VORAH'S LIABILITY FOR FAIR HOUSING CLAIMS IS EXCLUDED ENTIRELY AND ABSOLUTELY UNDER SECTION 17.6.
14.1 Vorah's Role — Passive Data Delivery Only
Vorah collects only observable behavioral data — which rooms a Buyer watched, for how long, which rooms were replayed, and which were skipped — and delivers it to the Broker and Agent. Vorah does not direct, recommend, or influence how any Broker or Agent uses Intelligence Reports; make decisions about Buyers, properties, or showings; participate in any real estate transaction; collect, process, infer, or store any information about any Buyer's Protected Characteristics; or have any visibility into or control over how any Broker or Agent uses an Intelligence Report after delivery.
14.2 Customer's Fair Housing Obligations
Customer bears sole, exclusive, and non-delegable responsibility for ensuring that every use of the Platform, every Intelligence Report, and every piece of Buyer Engagement Data complies fully with all applicable Fair Housing Laws. This responsibility includes:
Ensuring no Intelligence Report is used to steer any Buyer toward or away from any property based on Protected Characteristics.
Ensuring no Buyer Engagement Data is used to make or influence any decision that discriminates against any Buyer based on any Protected Characteristic.
Applying the same Smart Link distribution process, showing preparation process, and use of Intelligence Reports consistently and uniformly to all Buyers regardless of Protected Characteristics.
Ensuring access to Smart Links is offered to all prospective Buyers for a given listing without discrimination.
Training all Agents on compliant Platform use including specific training on using Intelligence Reports without violating Fair Housing Laws before granting any Agent access.
Maintaining records sufficient to demonstrate Fair Housing Law compliance in connection with all Platform use.
14.3 Prohibited Uses — Each an Immediate Material Breach
The following uses are strictly and absolutely prohibited. Each constitutes an independent immediate Material Breach entitling Vorah to terminate without cure period and without refund:
Using any Intelligence Report or Buyer Engagement Data to steer, exclude, or treat any Buyer differently based on any Protected Characteristic.
Sharing any Intelligence Report or Buyer Engagement Data with any seller in a manner that enables or facilitates discrimination against any Buyer.
Using patterns of Buyer engagement to draw any inference about the suitability of any neighborhood, building, or property for Buyers of particular Protected Characteristics.
Using any Intelligence Report or Buyer Engagement Data in any manner constituting illegal steering, blockbusting, redlining, or any other practice prohibited by Fair Housing Laws.
14.4 Vorah's Complete Fair Housing Liability Disclaimer
VORAH EXPRESSLY DISCLAIMS ALL LIABILITY OF ANY KIND ARISING FROM OR RELATED TO ANY ACTUAL OR ALLEGED VIOLATION OF FAIR HOUSING LAWS OR ANY OTHER ANTI-DISCRIMINATION LAW IN CONNECTION WITH CUSTOMER'S USE OF THE PLATFORM, ANY INTELLIGENCE REPORT, OR ANY BUYER ENGAGEMENT DATA. THIS DISCLAIMER APPLIES REGARDLESS OF WHETHER THE ALLEGED VIOLATION WAS COMMITTED BY CUSTOMER OR ANY AGENT; WHETHER IT WAS INTENTIONAL OR UNINTENTIONAL; WHETHER VORAH HAD ANY KNOWLEDGE OF THE CONDUCT; OR WHETHER CUSTOMER CLAIMS VORAH'S PLATFORM CONTRIBUTED TO OR FACILITATED THE ALLEGED VIOLATION. VORAH IS NOT A DECISION-MAKER IN ANY REAL ESTATE TRANSACTION AND CANNOT BE HELD LIABLE FOR DECISIONS MADE BY BROKERS AND AGENTS.
14.5 Mandatory Fair Housing Indemnification — Uncapped and Unconditional
Customer specifically, unconditionally, and irrevocably agrees to defend, indemnify, and hold harmless Vorah LLC and its members, managers, officers, employees, agents, successors, and assigns ("Vorah Indemnitees") from all Losses arising from or related to:
Any actual or alleged violation of any Fair Housing Law by Customer, any Agent, or any person acting under Customer's account in connection with any Platform use, Intelligence Report, or Buyer Engagement Data.
Any claim, investigation, complaint, or proceeding brought by any Buyer, seller, government agency, fair housing organization, or any other party alleging discriminatory conduct in connection with Platform use.
Any civil rights investigation or enforcement action brought by HUD, DOJ, any state attorney general, or any other government authority arising from Platform use.
Any attorneys' fees, court costs, settlement amounts, fines, penalties, or other Losses incurred by Vorah in connection with any of the foregoing, regardless of whether Vorah is ultimately found to have any liability.
This fair housing indemnification is uncapped as to Vorah's recovery from Customer and is not subject to any limitation of liability provision in these Terms, including Section 17. Customer's obligation to defend Vorah arises upon Vorah's notice of any Claim triggering this Section, regardless of any final determination of liability. This indemnification obligation is absolute, unconditional, and survives termination of these Terms without limitation.
14.6 Cooperation in Fair Housing Investigations
If Vorah receives any inquiry, subpoena, complaint, or notice of investigation from any government agency related to any Customer's Platform use, Vorah reserves the right to: (a) fully cooperate with the investigating authority; (b) produce all records related to the Customer's account and Platform use; (c) immediately notify the Customer; and (d) seek immediate reimbursement from Customer for all costs incurred in responding. Customer agrees to fully cooperate with Vorah in responding to any such inquiry and to provide all information and records reasonably requested within five (5) business days of Vorah's request.
15. CONFIDENTIALITY
15.1 Mutual Obligations
Each party will hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and will use Confidential Information solely for performing obligations under these Terms. Neither party will disclose Confidential Information to any third party without prior written consent.
15.2 Customer Obligations
Vorah's pricing, product roadmap, Platform architecture, and Intelligence Report methodology are Vorah's Confidential Information. Customer may not disclose Vorah's pricing to competing brokerages or technology companies or use knowledge of Vorah's product roadmap to compete against the Platform.
15.3 Exceptions
Confidentiality obligations do not apply to information that: (a) becomes publicly available through no fault of the Receiving Party; (b) was rightfully known before disclosure without restriction; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates in seeking a protective order.
15.4 Duration
Confidentiality obligations survive termination for three (3) years, except for trade secrets, which remain protected as long as the information qualifies as a trade secret under applicable law.
16. INDEMNIFICATION
Customer agrees to defend, indemnify, and hold harmless Vorah Indemnitees from all Losses arising out of or relating to:
Customer's use of the Platform in violation of these Terms or any applicable law.
Any actual or alleged violation of Fair Housing Laws or any other anti-discrimination law by Customer, any Agent, or any person acting under Customer's account — see Section 14.5 for additional uncapped fair housing indemnification terms.
Customer Content that infringes third-party rights or violates applicable law.
Any Claim by a Buyer, seller, property owner, or third party arising from Customer's use or misuse of Intelligence Reports or Buyer Engagement Data.
Customer's distribution of Smart Links without adequate Buyer disclosure or required consent.
Customer's breach of any representation, warranty, or obligation in these Terms.
Any Agent conduct under Customer's account giving rise to a third-party Claim.
Any Claim arising from Customer's failure to maintain valid real estate licensing during the Subscription Term.
Any Claim arising from Customer's misrepresentation of identity, license status, or authority at registration.
Vorah will use Commercially Reasonable Efforts to notify Customer within thirty (30) days of becoming aware of a Claim that may trigger indemnification. Vorah's failure to provide timely notice does not void or reduce Customer's indemnification obligation except to the extent Customer can demonstrate specific, quantifiable actual prejudice caused directly by the delay. Vorah may assume exclusive control of any indemnified Claim at Customer's expense. Customer agrees not to settle any indemnified Claim without Vorah's prior written consent.
17. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
17.1 Disclaimer of Warranties
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VORAH DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE; ANY WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY INTELLIGENCE REPORT OR PLATFORM OUTPUT; AND ANY WARRANTY THAT USE OF THE PLATFORM WILL PRODUCE ANY PARTICULAR BUSINESS OUTCOME. THE 30-DAY PERFORMANCE GUARANTEE IN SECTION 6 IS A LIMITED CONTRACTUAL REMEDY ONLY AND DOES NOT CONSTITUTE A WARRANTY OF ANY KIND.
17.2 Aggregate Liability Cap
VORAH'S TOTAL CUMULATIVE LIABILITY TO ANY SINGLE CUSTOMER FOR ALL CLAIMS, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THAT CUSTOMER TO VORAH IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. VORAH WILL NEVER OWE A CUSTOMER MORE THAN WHAT THAT CUSTOMER PAID. THE MAXIMUM AMOUNT ANY CUSTOMER CAN RECOVER FROM VORAH UNDER ANY THEORY IN ANY PROCEEDING IS THE DOLLAR AMOUNT THAT CUSTOMER PAID TO VORAH.
This liability cap applies to all Claims of any nature including contract, tort, strict liability, and statutory claims, and applies to the aggregate of all Claims by a Customer regardless of how many separate Claims are brought. This cap does not apply to Vorah's own fraud or willful misconduct — this carve-out preserves the enforceability of the cap for all other Claims. Notwithstanding any mandatory state consumer protection statute, the application of any such statute does not expand Vorah's liability beyond this cap to the fullest extent permitted by law.
17.3 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, VORAH IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND INCLUDING: LOSS OF PROFITS, REVENUE, COMMISSIONS, OR ANTICIPATED SAVINGS; LOSS OF ANY REAL ESTATE TRANSACTION, DEAL, OR COMMISSION OPPORTUNITY; LOSS OF DATA, LISTINGS, BUYER ENGAGEMENT RECORDS, OR INTELLIGENCE REPORTS; LOSS OF GOODWILL OR BUSINESS REPUTATION; OR COST OF SUBSTITUTE SERVICES — EVEN IF VORAH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
17.4 Limitation of Remedies
Customer's sole and exclusive remedies are: (a) a refund, subject to all conditions of Section 6; or (b) termination of these Terms. Customer expressly waives any right to seek: (i) specific performance or injunctive relief requiring Vorah to maintain, restore, or continue any service or feature; (ii) damages based on the value of any real estate transaction claimed to be lost or affected by Platform use; (iii) punitive or exemplary damages under any theory; or (iv) any remedy not expressly authorized by these Terms.
17.5 Intelligence Report Liability Exclusion
Vorah expressly excludes all liability for any Claim arising from Customer's reliance on any Intelligence Report, or from any inaccuracy, error, or omission in any Intelligence Report or Platform output. No Claim may be brought against Vorah based on the content, accuracy, completeness, or interpretation of any Intelligence Report, or based on any action taken or not taken in reliance on an Intelligence Report.
17.6 Fair Housing Liability Exclusion — Absolute
Vorah expressly and completely excludes all liability for any Claim arising from any actual or alleged violation of Fair Housing Laws or any other anti-discrimination law in connection with Customer's use of the Platform. This exclusion is absolute, applies regardless of the theory of liability asserted, and is not subject to any exception including the fraud and willful misconduct carve-out in Section 17.2. Customer's indemnification obligations under Section 14.5 apply to all such Claims without exception and without cap.
17.7 No Third-Party Beneficiaries
These Terms are solely between Vorah and Customer. No Buyer, seller, property owner, agent, lender, insurer, or other third party is a beneficiary of these Terms or has any right to enforce any provision against Vorah. No third party may bring any Claim against Vorah under or in connection with these Terms.
18. TERMINATION
18.1 Termination by Customer
Customer may cancel by written notice to legal@vorahhq.com per Section 7.2. No refunds are issued for customer-initiated cancellations except as provided in Section 6.
18.2 Termination by Vorah for Cause
Vorah may terminate immediately upon written notice, without cure period and without refund, for any of the following: (a) any actual or alleged violation of Fair Housing Laws by Customer or any Agent; (b) any violation of Section 14.3 prohibited uses; (c) Customer's failure to notify Vorah within forty-eight (48) hours of Awareness of a fair housing complaint or government investigation per Section 9.1; (d) any improper chargeback per Section 5.7; (e) Customer's broker license lapsing without timely renewal; (f) any violation of Section 13 prohibited conduct that Vorah determines in its reasonable judgment to be sufficiently serious; or (g) any misrepresentation of identity or license status per Section 8.6. For all other Material Breaches, Vorah may terminate upon written notice if Customer fails to cure the specifically identified breach within ten (10) calendar days of receiving Vorah's written notice.
18.3 Effect of Termination
Upon termination for any reason: (a) all licenses terminate immediately; (b) Customer must immediately cease all Platform use; (c) Vorah retains Customer Content for thirty (30) days during which Customer may request data export; (d) after thirty (30) days Vorah may permanently delete all Customer data; and (e) all outstanding payment obligations survive termination.
18.4 Survival
The following Sections survive expiration or termination indefinitely: Sections 2 (Definitions), 9 (Notification Obligations), 11.3 (Vorah IP), 11.4 (Intelligence Report Restricted Use), 11.6 (Aggregated Data), 11.7 (Feedback), 12.5 (Data Retention), 14 (Fair Housing), 15 (Confidentiality), 16 (Indemnification), 17 (Liability), 19 (Dispute Resolution), 20 (Additional Provisions), and 21 (General Provisions).
19. DISPUTE RESOLUTION AND ARBITRATION
19.1 Claims Limitation — One Year with Two-Year Absolute Repose
ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE CLAIMING PARTY KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM. AS AN ABSOLUTE STATUTE OF REPOSE, NO CLAIM MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER THE DATE OF THE UNDERLYING EVENT, REGARDLESS OF WHEN THE CLAIM WAS OR COULD HAVE BEEN DISCOVERED. CUSTOMER EXPRESSLY WAIVES ANY CONFLICTING STATUTE OF LIMITATIONS AND ANY TOLLING DOCTRINE THAT WOULD ALLOW A CLAIM AFTER THE TWO-YEAR ABSOLUTE LIMIT.
19.2 Mandatory Informal Resolution
Before initiating any formal dispute process, the disputing party must provide written notice to legal@vorahhq.com describing the Claim and specific relief sought. Both parties will engage in good-faith negotiations for fifteen (15) calendar days following delivery of the notice. Filing any formal proceeding before the fifteen (15) day period expires is itself a Material Breach.
19.3 Binding Arbitration — Exclusive Forum
If informal resolution fails, all Claims shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA"). For Claims where the amount in dispute does not exceed Twenty-Five Thousand Dollars ($25,000), including all refund disputes under Section 6, arbitration shall proceed under AAA Expedited Procedures. For Claims exceeding $25,000, arbitration shall proceed under AAA Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator with experience in commercial software or technology agreements, seated in Pennsylvania or conducted remotely by mutual agreement. The arbitrator's award is final, binding, and non-appealable except on grounds recognized under the Federal Arbitration Act, and may be entered as a judgment in any court of competent jurisdiction.
19.4 Class Action and Jury Trial Waiver
CUSTOMER EXPRESSLY AND IRREVOCABLY WAIVES: (A) ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY REPRESENTATIVE OR COLLECTIVE PROCEEDING AGAINST VORAH; (B) ANY RIGHT TO A TRIAL BY JURY FOR ANY CLAIM ARISING UNDER THESE TERMS; AND (C) ANY RIGHT TO SEEK PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES. ALL CLAIMS MUST BE BROUGHT IN CUSTOMER'S INDIVIDUAL CAPACITY ONLY. IF ANY COURT FINDS THIS CLASS ACTION WAIVER UNENFORCEABLE, ARBITRATION STILL PROCEEDS ON AN INDIVIDUAL BASIS AND THIS WAIVER IS SEVERED WITHOUT INVALIDATING THE REMAINDER OF THIS SECTION.
19.5 Force Majeure
Vorah is not liable for failure or delay caused by events genuinely and unforeseeably beyond Vorah's reasonable control including: acts of God; declared natural disasters; declared pandemics resulting in government-mandated business closures directly affecting Vorah's operations; or direct government orders mandating cessation of Vorah's specific operations. Force majeure expressly does not include: routine third-party infrastructure outages including Firebase, Google Cloud, or Stripe disruptions of any duration; economic downturns; the actions of Vorah's subcontractors; or any event Vorah could have avoided through Commercially Reasonable Efforts. Vorah will notify Customer promptly of any qualifying force majeure event and will use Commercially Reasonable Efforts to resume normal operations.
19.6 Injunctive Relief Carve-Out
Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction only where necessary to prevent irreparable harm including misappropriation of trade secrets, intellectual property infringement, breach of confidentiality obligations, or enforcement of fair housing compliance obligations, without waiving the right to arbitrate all other Claims. The court's jurisdiction is strictly limited to the specific injunctive relief sought.
19.7 Arbitration Discovery Limitation
In any arbitration proceeding, discovery is strictly limited to documents and information directly relevant to the specific Claim asserted. Neither party has the right to conduct class-wide discovery, pattern-of-conduct discovery, or discovery designed to investigate Vorah's relationships with other customers. Customer has no right to demand Vorah's financial records, investor documents, customer lists, pricing data for other customers, or internal business communications beyond those directly relevant to Customer's specific Claim.
19.8 Prevailing Party Fees — Loser Pays
If Customer brings any Claim against Vorah and does not prevail, Customer shall reimburse Vorah for all reasonable attorneys' fees, arbitration costs, filing fees, and expenses. The good-faith exception applies only if: (a) the arbitrator affirmatively finds the Claim was brought in good faith with a reasonable legal basis; AND (b) Customer's Claim results in an award of at least ten percent (10%) of the total amount claimed. If Customer's Claim is dismissed entirely or results in an award of less than ten percent (10%) of the amount claimed, Customer pays Vorah's costs regardless.
19.9 Governing Law
These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 19.3, Customer consents to the exclusive personal jurisdiction of the state and federal courts in Pennsylvania for any matter not subject to arbitration.
20. ADDITIONAL PROTECTIVE PROVISIONS
20.1 No Publicity Without Consent
Customer may not issue any press release, public announcement, social media post, website statement, marketing material, or any other public communication that mentions Vorah LLC, the Vorah Platform, or Customer's relationship with Vorah without Vorah's prior written consent in each instance. Customer may not use Vorah's name, logo, trademark, or branding without prior written approval. Vorah controls all public announcements regarding the Platform, Early Access program, and product launch. Violation constitutes a Material Breach and Vorah may seek injunctive relief without bond.
20.2 Mutual Non-Disparagement
Neither Party shall make, publish, encourage, or authorize any statement — oral, written, or digital — that disparages, defames, or portrays the other Party in a materially negative light to any third party, including on review platforms, social media, forums, or in communications with other real estate professionals or technology companies. This obligation applies during the Subscription Term and for two (2) years following termination. This Section does not prohibit truthful statements in any legal proceeding, regulatory filing, or government inquiry, or honest feedback through Vorah's internal channels.
20.3 Post-Termination Restriction on Competing Products
For twelve (12) months following termination or expiration of these Terms, Customer shall not: (a) develop, co-develop, fund, or commission any software product that collects buyer behavioral engagement data from video property tours and delivers pre-showing intelligence reports to real estate professionals; or (b) use any knowledge of Vorah's Platform architecture, Intelligence Report methodology, or data collection approach gained through Platform access to inform or accelerate development of any competing product. This restriction is a reasonable protection of Vorah's proprietary trade secrets and is enforceable as a commercial contract restriction between business entities under Pennsylvania law.
20.4 Modifications to These Terms
Vorah may modify these Terms at any time. For material changes, Vorah will provide thirty (30) days' written notice to the email on file before changes take effect. For non-material changes such as typographical corrections or clarifications, Vorah may update these Terms without prior notice. Continued use of the Platform after the effective date of any modification constitutes acceptance. Customer's sole remedy for disagreement with a material modification is to cancel before the modification takes effect. Modifications will not retroactively alter the subscription pricing, guarantee conditions, or indemnification obligations of existing subscribers.
20.5 Customer Support
Vorah provides customer support via email at legal@vorahhq.com. Vorah will use Commercially Reasonable Efforts to respond to support inquiries within two (2) business days during the Early Access Phase. This response time target is not a guarantee and creates no contractual obligation. Support availability may vary based on volume, complexity, and staffing. Vorah does not offer phone support, live chat support, or guaranteed response times during the Early Access Phase. Customer's subscription does not include dedicated account management unless specifically agreed in writing.
21. GENERAL PROVISIONS
21.1 Entire Agreement
These Terms, together with Vorah's Privacy Policy incorporated by reference and any executed Early Access and Subscription Agreement, constitute the entire agreement between the Parties regarding the Platform and supersede all prior negotiations, representations, discussions, proposals, and agreements, whether oral or written, including any statements made during sales demonstrations, discovery calls, email communications, or any other communication.
21.2 Assignment
Customer may not assign, transfer, delegate, or sublicense any rights or obligations under these Terms without Vorah's prior written consent. Any attempted assignment without consent is void. Vorah may freely assign these Terms in connection with a merger, acquisition, sale of assets, or corporate reorganization. Any assignee of Vorah's rights is bound by any Early Access Rate lock applicable to continuously subscribed Early Access customers.
21.3 Severability
If any provision of these Terms is held invalid or unenforceable, a court or arbitrator must reform it to the minimum extent necessary to make it enforceable rather than void it. If reformation is not possible, the provision is severed and all remaining provisions continue in full force.
21.4 Waiver
Vorah's failure to enforce any provision on any occasion is not a waiver of that right going forward. No waiver is effective unless made in writing and signed by an authorized Vorah representative.
21.5 Notices
Legal notices to Vorah must be sent to legal@vorahhq.com or by certified mail to Vorah LLC, Attn: Jamie McMaster, 4203 Union Deposit Rd #1210, Harrisburg, PA 17111. Notices to Customer will be sent to the email address on file. Email notices are effective upon transmission with no delivery failure notice received.
21.6 Electronic Acceptance
Clicking 'I Agree,' creating an account, or submitting payment constitutes a legally binding electronic signature with the same legal effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Pennsylvania Uniform Electronic Transactions Act (UETA).
21.7 Independent Contractors
The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship. Customer has no authority to bind Vorah to any obligation.
21.8 No Third-Party Beneficiaries
These Terms are for the sole and exclusive benefit of the Parties. Nothing in these Terms confers any rights or remedies on any third party including Buyers, sellers, agents, or any other person.
21.9 DMCA and Copyright
Vorah complies with the Digital Millennium Copyright Act. To submit a copyright infringement notice send to legal@vorahhq.com: (1) identification of the copyrighted work; (2) identification of the infringing material and its location on the Platform; (3) your contact information; (4) a good-faith belief statement; and (5) a statement under penalty of perjury that the information is accurate and you are authorized to act. Repeat infringers may have their accounts terminated immediately without notice.
21.10 CAN-SPAM Compliance
All Vorah marketing communications comply with the CAN-SPAM Act. Opt-out requests are processed within ten (10) business days. Vorah maintains a permanent suppression list of opted-out contacts retained for a minimum of three (3) years to demonstrate compliance.
21.11 Construction
These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing these Terms to be drafted. Both Parties have had the opportunity to review these Terms and obtain counsel. Section headings are for convenience only and do not affect interpretation.
21.12 Counterparts and Electronic Signatures
These Terms may be accepted electronically. Electronic signatures, including those obtained through DocuSign or equivalent platforms, are legally binding and enforceable to the same extent as handwritten signatures under E-SIGN and UETA.
22. CONTACT INFORMATION
Company
Vorah LLC
Legal / Notices
legal@vorahhq.com
Privacy
privacy@vorahhq.com
Support
support@vorahhq.com
Mailing Address
4203 Union Deposit Rd #1210, Harrisburg, PA 17111
Website
www.vorahhq.com
Privacy Policy
www.vorahhq.com/privacy
Terms of Service
www.vorahhq.com/terms
ACCEPTANCE OF TERMS
BY CREATING AN ACCOUNT, CLICKING 'I AGREE,' OR SUBMITTING PAYMENT, CUSTOMER ACKNOWLEDGES READING THESE TERMS IN THEIR ENTIRETY, UNDERSTANDING ALL PROVISIONS — INCLUDING THE FAIR HOUSING OBLIGATIONS IN SECTION 14, THE BROKER NOTIFICATION OBLIGATIONS IN SECTION 9, THE LIMITATION OF LIABILITY IN SECTION 17, AND THE ARBITRATION AND CLAIMS LIMITATIONS IN SECTION 19 — AND AGREEING TO BE LEGALLY BOUND BY EVERY PROVISION. IF ACCEPTING ON BEHALF OF A BUSINESS ENTITY, THE INDIVIDUAL CONFIRMS FULL LEGAL AUTHORITY TO BIND THAT ENTITY.
Vorah LLC | 4203 Union Deposit Rd #1210, Harrisburg, PA 17111 | legal@vorahhq.com | www.vorahhq.com | Confidential