Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions are a binding agreement between you and Cluvay Inc., a Delaware corporation (“Cluvay,” “we,” “us”), and govern your access to and use of Cluvay, including its assessments, scoring logic, summaries, generated insights, emails, pages, forms, and related content or communications.

By accessing or using Cluvay, you agree to be bound by these Terms and Conditions. If you do not agree, do not use the site or assessment experience.

2. Nature of the Service

Cluvay is an automated, informational assessment tool designed to help users better understand their current position in relation to a possible home sale, purchase, or move.

Cluvay generates standardized outputs based on the information you provide. Those outputs may include a score, profile, summary, position range, friction signals, structured interpretations, or deeper analysis.

Cluvay is not a brokerage, listing service, valuation tool, transaction platform, escrow service, lending platform, legal service, tax service, or financial advisory service.

3. Eligibility

Cluvay is intended for adults. You must be at least 18 years old, or the age of majority where you live, to complete an assessment, create an account, or submit personal information through the site. By using Cluvay, you represent that you meet this requirement.

If you request a professional account, you additionally represent that you are the person named in the application, that any license, brokerage, team, or professional designation you submit is current, accurately stated, and held by you or by the organization you are authorized to represent, and that you have the authority to open an account on behalf of any organization you name.

4. No Professional Advice

Cluvay and all related content are provided for general informational and educational purposes only. Nothing on this site, including any score, summary, profile, result, insight, generated explanation, or deeper breakdown, constitutes legal, tax, financial, investment, lending, appraisal, or real estate advice.

You are solely responsible for evaluating any decision relating to a property sale, purchase, financing strategy, timing, transition, or communication with any professional.

5. No Agency or Fiduciary Relationship

Your use of Cluvay does not by itself create an agency, brokerage, fiduciary, advisory, client, or representation relationship with Cluvay or with any real estate professional identified on or connected to the site.

Any such relationship, if it is ever created, would arise only through a separate and direct agreement outside of Cluvay.

6. Scores, Results, and No Guarantee of Outcome

Scores, assessments, and generated outputs are informational outputs based on user-provided inputs and internal system logic. They are intended to help frame position, readiness, and decision factors, not to predict or guarantee any specific result.

Cluvay does not guarantee:

• that you are ready or not ready to buy or sell
• a particular price, value, or valuation
• the timing of any transaction
• market performance, competition, or buyer demand
• financing approval or affordability
• any legal, financial, or tax outcome

Any action you take based on your use of Cluvay is taken at your own discretion and risk.

7. Accuracy of Information Submitted

You are responsible for ensuring that the information you provide is accurate and complete to the best of your knowledge.

Because results depend on your inputs, incomplete, outdated, or inaccurate information may affect the relevance, usefulness, or accuracy of your results.

8. License to Information You Submit

You retain any rights you have in the information you submit to Cluvay. By submitting information, you grant Cluvay a non-exclusive, worldwide, royalty-free license to use, store, process, and analyze that information in order to operate, provide, secure, and improve the service, including to generate your results and follow-up analysis.

If you are a real estate professional or other account holder with a published profile, you also grant Cluvay a license to display the photo, name, title, brokerage or organization name, and similar profile details you provide on public pages, links, QR destinations, embeds, widgets, and materials generated for or shared by you. You represent that you own or have permission to use any image you upload, that it does not infringe anyone else’s rights, and that any person shown in it has consented to its publication. You can change or request removal of published profile information at any time, and Cluvay may review photo changes before they take effect; removal applies going forward and does not recall copies already downloaded, cached, or indexed elsewhere.

Cluvay may also create and use aggregated or de-identified data derived from user submissions and platform activity — data that does not identify you — for any lawful purpose, including improving its assessments, scoring frameworks, and platform performance. This includes sharing aggregated, de-identified insights and benchmarks — such as which channels, campaign types, or plays perform best, or trends by price band, timing, or geographic area — with users of the platform. These insights are designed not to identify any professional, organization, client, or assessment taker, and Cluvay does not use, market to, sell, or share your contact lists, pipeline, notes, or other individual records except as described in the Privacy Policy.

9. Optional Communication with a Connected Professional

In some experiences, Cluvay may be presented in connection with a licensed real estate professional or brokerage.

If you choose to opt in, Cluvay may share a limited snapshot of your current position and certain contact details with the connected professional. This sharing is optional and occurs only if you affirmatively select the applicable sharing option.

Calculator pages. If you open a calculator through a professional’s shared link or page, that professional can see that a calculator was used through their link, which calculator, and when — never the figures you entered or your results, unless you separately choose to send them a copy using an option presented on the page. If you request a results email, we send a single email to the address you enter, at your request, and keep a record of that send. Requesting a results email does not create an account and does not enroll you in marketing communications.

If you select an option to send a copy of a calculator page’s figures to the connected professional, you direct us to share those figures and your email address with that professional so they can respond. The professional is responsible for how they use information you choose to share with them.

Information you choose to share with a professional becomes part of that professional’s own client records. The professional may keep it in systems they use outside Cluvay, including a customer relationship manager or email tool, and may export it from Cluvay for that purpose. Any such export carries only what you chose to share — your contact details and the brief you sent — and never Cluvay’s internal analysis, scoring, or classifications. The professional remains responsible for their own handling of that information, including under any privacy or real estate laws that apply to them.

Submission of your information does not obligate you to work with any agent, broker, lender, or service provider.

10. Privacy

Your use of Cluvay is also subject to our Privacy Policy, which explains how personal information may be collected, used, stored, and shared.

Privacy Policy: cluvay.com/privacypolicy

11. Accounts and Professional Users

Certain features, including agent and partner portals, require an account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, and you agree to provide accurate and current account information.

Real estate professionals, brokerages, partners, and organizations that use Cluvay do so as independent businesses. Cluvay does not supervise, employ, or act on behalf of any professional, and each professional remains solely responsible for their own client relationships, advertising, disclosures, and compliance with the laws and licensing rules that apply to them.

If you load contact information into your campaign tools, you represent that you have the right to provide it, and you — not Cluvay — are solely responsible for any outreach you conduct using it and for complying with all laws that apply to that outreach, including telephone, text, and email marketing laws. Cluvay does not send messages to contact information you load.

Professional features may invite you to enter optional business figures about your own practice — for example, an average commission, a close rate, or time baselines such as the minutes you typically spend qualifying a new lead. These figures are yours, are used to power private, account-level features, are not presented to other users or organizations as your individual figures, and may be used by Cluvay in aggregated or de-identified form as described in Section 8.

Paid subscriptions, sponsored seats, and other commercial features may be subject to additional terms presented at the time of purchase or activation. If those additional terms conflict with these Terms and Conditions, the additional terms control for that feature.

Payments for paid features are processed by our third-party payment processor, currently Stripe. When you purchase a subscription or other paid feature, you authorize us and our processor to charge your payment method for the amounts and on the billing cycle presented at the time of purchase, plus any applicable taxes, and subscriptions renew automatically until canceled. The plan, price, and billing interval shown to you at checkout, together with the acknowledgment we send after purchase, state the renewal terms that apply to your subscription. You can cancel at any time from the Billing area of your account, and cancellation takes effect at the end of the current billing period. Except as described in Section 14 or required by applicable law, payments are non-refundable.

If your account or seat is created, provisioned, sponsored, or managed by a team, brokerage, enterprise, or other organization, that organization’s administrators may view activity associated with the seat and may configure, transfer, suspend, or remove it, according to their role. Accepting a sponsored seat means the sponsoring organization is billed for it and can see its sponsorship and billing status. Organizational management or sponsorship does not transfer your own professional obligations to the organization, and leaving an organization or the end of a sponsorship may change or end access to features, data, or paid benefits provided through it.

You may be able to grant other users, organizations, or partners defined access to parts of your account — for example, allowing a partner to install and manage your Cluvay embed, letting a coach or partner platform view your performance, or authorizing a partner to administer referral commissions. You are responsible for the access you grant and for keeping it current, and Cluvay may rely on actions taken through access you have granted until you revoke it.

If you join through a partner or accept sponsorship, the specific statements you accept at signup or activation — including who is billed, what the plan includes, and any commission or revenue-share arrangement — form part of your agreement with Cluvay, and we keep a record of the exact text you accepted.

Partner and promoter offers. Independent partners and promoters may offer you something of their own for signing up with their code, such as a session, a workbook, or a seat in a program. Any such offer is made and fulfilled by that partner alone. Cluvay is not a party to it, does not provide it, makes no representation about it, and is not responsible for it. Such offers do not change Cluvay’s pricing or these Terms and Conditions.

12. Intellectual Property

All content, design, text, branding, layout, assessment flow, scoring frameworks, system logic, generated structures, and site graphics made available through Cluvay are owned by or licensed to Cluvay and are protected by applicable intellectual property laws.

You may not copy, reproduce, distribute, republish, modify, reverse engineer, scrape, or create derivative works from any part of the platform without prior written permission.

13. Permitted Use and Restrictions

You agree to use the site only for lawful purposes and in a manner that does not interfere with the operation, security, or integrity of the platform.

You may not:

• submit false, misleading, or fraudulent information
• impersonate any person or organization, or open or use an account in someone else’s name or under a license, designation, or brokerage affiliation that is not yours
• open an organization account for a team, brokerage, or enterprise you are not authorized to represent, or use one to enroll professionals under a false affiliation
• load contact information you do not have the right to provide, or use the platform’s tools to conduct outreach that violates telephone, text, or email marketing laws
• attempt to access non-public areas of the site
• scrape, harvest, or automate extraction of content
• interfere with the site’s operation or security
• use the site in violation of applicable law

14. Suspension and Termination

You may stop using Cluvay at any time. If you have an account, you may close it at any time through your account settings or by contacting support@cluvay.com. Closing your account does not by itself delete information already submitted; retention and deletion are governed by our Privacy Policy.

Professional accounts open before review. Cluvay reviews license, identity, and organization details after an account is created, and may do so at any time afterwards. Opening an account is not a verification, endorsement, or confirmation by Cluvay of any license, designation, affiliation, or qualification. Where those details cannot be verified, appear inaccurate, or appear to belong to someone else, Cluvay may suspend the account immediately and without notice, may require correction within a period we specify, and may terminate the account and any associated organization. Termination on these grounds is a termination for cause, and prepaid fees are non-refundable except where a refund is required by applicable law.

To the fullest extent permitted by law, Cluvay may suspend, limit, or terminate your access to the site, any feature, or any account, with or without notice, if we reasonably believe that:

• you have violated these Terms and Conditions, including the restrictions in Section 13
• your use creates risk or possible legal exposure for Cluvay, its users, or any third party
• your account has been used for fraudulent, abusive, or unlawful activity, or presents a security risk
• you fail to pay fees when due for a paid feature
• providing the service to you is no longer commercially viable

Cluvay may also modify, suspend, or discontinue the site or any feature as described in Section 19.

If Cluvay terminates a paid subscription without cause, Cluvay will refund the prorated portion of any prepaid fees covering the remainder of the then-current subscription period. If Cluvay terminates or suspends for cause under this section, prepaid fees are non-refundable except where a refund is required by applicable law. Sponsored seats and organizational accounts are also subject to the arrangements described in Section 11.

If an organization account is terminated, professional accounts that joined or were sponsored under it are not terminated with it. Those accounts are detached and continue on their own terms, and any benefit that depended on the organization, including sponsored payment of fees, ends.

Upon termination, your right to access and use the site ends immediately, and any licenses granted to you under these Terms and Conditions terminate. Cluvay may deactivate or delete your account and associated data in accordance with our Privacy Policy and our data retention practices, except where retention is required by law.

Sections 4 (No Professional Advice), 5 (No Agency or Fiduciary Relationship), 6 (Scores, Results, and No Guarantee of Outcome), 8 (License to Information You Submit), 12 (Intellectual Property), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 20 (Governing Law and Venue), and 21 (General Provisions) survive any termination or expiration of these Terms and Conditions, together with any other provisions of this Section 14 that by their nature should survive.

15. Third-Party Links and Services

The site may contain links to third-party pages, services, tools, or platforms. Cluvay is not responsible for the content, terms, privacy practices, or availability of any third-party service.

16. Disclaimer of Warranties

Cluvay is provided on an “as is” and “as available” basis, without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or availability.

We do not warrant that the site will be uninterrupted, error-free, secure, or free from harmful code, or that any defects will be corrected.

17. Limitation of Liability

To the fullest extent permitted by law, Cluvay and its owners, operators, affiliates, licensors, service providers, and representatives shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, opportunity, goodwill, data, or use, arising from or related to your use of the site or reliance on any result or content.

To the fullest extent permitted by law, any claim arising out of or relating to the site will be limited to the amount, if any, you paid directly to use the service.

18. Indemnification

You agree to defend, indemnify, and hold harmless Cluvay and its owners, operators, affiliates, and representatives from and against any claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to your use of the site, your violation of these Terms and Conditions, or your violation of any law or third-party right.

19. Changes to the Site or Terms

Cluvay may modify, suspend, discontinue, or update the site, the assessment experience, the scoring framework, or these Terms and Conditions at any time, with or without notice.

Continued use of the site after any update constitutes acceptance of the revised Terms and Conditions.

20. Governing Law and Venue

These Terms and Conditions, and any dispute arising out of or relating to them or the site, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Nothing in this section limits any non-waivable rights or protections you may have as a consumer under the laws of the state or country where you live.

Any dispute arising out of or relating to these Terms and Conditions or the site must be brought exclusively in the state courts located in Santa Barbara County, California, or the United States District Court for the Central District of California, and you and Cluvay each consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum. Notwithstanding the foregoing, either party may bring an individual claim in small claims court in the county where you live, or in Santa Barbara County, California, if the claim qualifies for that court.

21. General Provisions

Entire agreement. These Terms and Conditions, together with the Privacy Policy and any additional terms you accept for specific features as described in Section 11, are the entire agreement between you and Cluvay regarding the site and supersede any prior understandings on that subject.

Severability. If any provision of these Terms and Conditions is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.

No waiver. Cluvay’s failure to enforce any provision is not a waiver of its right to enforce it later. Any waiver must be in writing to be effective.

Assignment. You may not assign or transfer these Terms and Conditions, or any rights or obligations under them, without Cluvay’s prior written consent. Cluvay may assign these Terms and Conditions without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

No third-party beneficiaries. These Terms and Conditions do not create any rights in favor of any person other than you and Cluvay, except that the parties identified in Sections 17 (Limitation of Liability) and 18 (Indemnification) may enforce those sections.

Force majeure. Cluvay is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental action, utility or internet failures, or third-party service outages.

22. Notices

Legal notices to Cluvay must be sent to Cluvay Inc., 3905 State St, Ste 7-152, Santa Barbara, CA 93105, or by email to support@cluvay.com. We may provide notices to you at the email address associated with your account or submission.

23. Contact

For questions regarding these Terms and Conditions, you may contact:

Cluvay
support@cluvay.com