Terms of Service

"Access Authorization" means the record made each time a Customer gives Salt & Leaf access to one of the Customer's systems during a build, by creating a separate account for Salt & Leaf where that system's rules allow it. It states the system, the access given, its purpose, who authorized it, when it starts and when it will be revoked.

"Account" means the Customer's account with Salt & Leaf, including its Users, settings, Plan, Usage balances and Salt Credits.

"Addendum" means the Data Protection and Confidentiality Addendum published in the App. It is part of these Terms.

"Admin" means a User with the Admin role. An Admin can manage seats, the Plan, Top-ups and the Account's Flow library.

"App" means the Salt & Leaf app. It includes the desktop application, in which Flows run; the account website at app.saltandleafsystems.com, used for sign-in, billing, usage, settings, Saplings and downloading the desktop application; and the systems behind them.

"Bonus Usage" means extra Usage that Salt & Leaf grants to an Account at no charge, for example as goodwill or as a promotion.

"Confidential Information" has the meaning given in Section 7 of the Addendum. In short, it is non-public information one party gives the other under these Terms that is marked confidential or that a reasonable person would understand to be confidential. It includes the Customer's Customer Data and Output, and Salt & Leaf's code, prompts, designs, models, build plans, quotes and private pricing.

"Custom Build Order" or "Order" means a quote for a Custom Flow, including its build plan and any terms it states, once the Customer has signed it in the App.

"Custom Flow" means a Flow commissioned by one Customer under a Custom Build Order.

"Customer" means the person or entity that accepts these Terms and holds the Account. A Customer may be a company, such as a brokerage with several Users, or an individual, such as a single agent. The same Terms bind both.

"Customer Data" means data the Customer or its Users put into the App or into a Flow, including listing data, photos, documents and information about the Customer's own clients, Sapling requests and sample files, and discovery call recordings, transcripts and notes. It also includes data Salt & Leaf reaches through an Access Authorization. Output is treated as Customer Data under the Addendum.

"Cycle" means one monthly billing period of a Plan.

"Development Fee" means the one-time fee for building a Custom Flow, set in its Custom Build Order.

"Edit" means a request to change or regenerate the Output of an earlier Run. Each Edit is a Run.

"Failed Run" means a Run that errors or ends without producing Output.

"Flow" means an automation in the App that a Customer adds to its Account and runs. Each Flow keeps one ID for life, shown in the form F-1042. A Flow moves through these stages: Construction (being built; it cannot be run), Lab, Released and Retired.

"Flow Spec" means the description published with a Flow. It states what one Run does, the inputs it needs, what the Customer gets, how Edits work, and any terms that apply only to that Flow.

"Lab" means the stage in which a Flow is tested before it is Released, either by Customers Salt & Leaf invites or, for a Custom Flow, by the Customer that commissioned it.

"Output" means the results a Flow produces, such as text, summaries, documents, images and files.

"Owner" means the one User who holds the Owner role for the Account. Only the Owner can close the Account or export Customer Data.

"Plan" means a monthly subscription shown in the App, which states its price and the Usage included in each Cycle.

"Privacy Policy" means the Salt & Leaf Privacy Policy published in the App and on the Salt & Leaf website. It is part of these Terms.

"Run" means one execution of a Flow started by a User.

"Salt & Leaf" means Salt and Leaf Systems LLC, a Florida limited liability company.

"Salt Credits" means dollar account credit added to an Account when a Development Fee is paid, equal to the amount paid. Salt Credits apply only to the Account's subscription charges.

"Sapling" means a Customer's request for a new Flow, as it moves through its stages: Planted (the request), Taking root (the recorded discovery call), Sprouting (the quote) and Matured (the build and the Customer's Lab), until the Flow goes live.

"Security Breach" means unauthorized access to, or acquisition, disclosure, loss or alteration of, Customer Data held by Salt & Leaf or its Subprocessors, as defined in the Addendum.

"Standard Flow" means a Flow available to any Customer.

"Subprocessor" means a third party that Salt & Leaf uses to process Customer Data to deliver the App. The current list is in the Addendum and the Privacy Policy.

"Team member" means a User with the Team member role. A Team member can run Flows.

"Terms" means these Terms of Service, including the Addendum and the Privacy Policy, which are part of them.

"Top-up" means extra Usage bought for an Account in addition to the Usage included in its Plan.

"Usage" means the measure of the AI processing a Run actually uses, as described in Section 6. The App shows Usage as a percentage. Usage includes the Usage in a Plan, Top-ups and Bonus Usage.

"User" means an individual with a login under an Account: the Owner, an Admin or a Team member. The Customer's own clients are never Users.

Reading these Terms. "Including" means including without limitation. "Days" means calendar days. "Business days" means Monday to Friday, excluding United States federal holidays. "In writing" includes email and notices in the App. Headings are for convenience only. The singular includes the plural.

The Customer accepts these Terms by clicking to accept them in the App. The Customer cannot use the App without accepting them.

Anyone who accepts these Terms must be at least 18 years old.

A person who accepts for a company confirms that they have authority to bind that company. The company is then the Customer, and these Terms bind it.

A person who accepts for themselves is the Customer.

The Addendum and the Privacy Policy are part of these Terms and are accepted with them.

Approval. A new Account must be approved by Salt & Leaf before it can use the App. Salt & Leaf may decline an access request for any lawful reason.

Roles. Each Account has exactly one Owner. The Owner may give other Users the Admin or Team member role. Only the Owner can close the Account or export Customer Data. Owners and Admins can manage seats, the Plan, Top-ups and the Flow library. Team members can run Flows.

Responsibility for Users. The Customer is responsible for everything its Users do in the App, as if the Customer did it. The Customer must remove access for anyone who should no longer have it.

Logins. Each User must have their own login and keep it confidential. Logins must not be shared, including with the Customer's clients or anyone who is not a User.

Accurate information. The Customer must keep its Account information, including the Account email address, accurate and current.

Compromise. The Customer must tell Salt & Leaf promptly if it believes a login or the Account has been compromised.

Turning access off. Salt & Leaf may turn off access for an Account or a User as set out in Section 21 (Suspension) and Section 22 (Term and termination).

The App. Flows run only in the desktop application. The account website is used to manage the Account and to download the desktop application.

Adding a Flow. An Owner or Admin adds a Flow to the Account by accepting its Flow Spec in the App. Every Run of that Flow is subject to its Flow Spec, which is read together with these Terms. Any terms in a Flow Spec that apply only to that Flow are added to these Terms for that Flow.

Average usage. A Flow Spec may show an average of the Usage per Run, measured over recent Runs. It is a measurement of past Runs, not a price, an estimate for any single Run or a promise. The actual Usage of a Run may be higher or lower.

Changes to Flow Specs. Salt & Leaf may update a Flow Spec. If an update changes the terms that apply only to that Flow in a way that is materially worse for the Customer, the App will ask the Customer to accept the updated Flow Spec before the next Run of that Flow. Other updates, including updated average usage, apply when published.

Standard Flows. Salt & Leaf may improve, change or retire a Standard Flow. Salt & Leaf will give at least 30 days' notice before retiring a Standard Flow that the Customer has added, unless a third party the Flow depends on stops or changes its service, or a legal or security reason requires faster action. In that case Salt & Leaf will give as much notice as it reasonably can.

AI models and settings. Salt & Leaf chooses the AI models and settings used by each Flow and may change them at any time to keep quality or cost right. The Customer does not control which models or settings a Flow uses.

Subprocessors. Flows send Customer Data to Subprocessors, including Anthropic for AI processing. The Addendum governs how Customer Data is processed, including how new Subprocessors are added.

The Lab. Salt & Leaf may invite the Customer to test a Flow in the Lab. Lab Runs are free. A Flow in the Lab is a test version. It may be incomplete, may change and may be withdrawn or stopped at any time without notice. Section 5 governs a Custom Flow in the Customer's Lab.

Availability and updates. Salt & Leaf will try to keep the App available and to schedule maintenance to limit disruption, but does not promise any level of uptime. Salt & Leaf may release updates to the desktop application. Some updates may be required to keep using the App.

Requesting a Custom Flow. The Customer may request a new Flow by starting a Sapling in the App. Salt & Leaf reviews each request and may decline it.

Discovery call. If Salt & Leaf takes a request forward, it holds a discovery call with the Customer. The call is recorded and transcribed as set out in Section 16.3.

The quote. After the call, Salt & Leaf may issue a quote in the App, or may decline the build at no charge. A quote is valid for 7 days from issue unless it says otherwise. Salt & Leaf may withdraw a quote before it is signed.

The Custom Build Order. When the Customer signs a quote in the App, it becomes a Custom Build Order. Every Order includes the Custom Build Order terms set out in Schedule 1 to these Terms, and incorporates these Terms. The Order controls over these Terms for the Custom Flow it covers, except as Section 26.4 provides for the Addendum.

Development Fee. The Development Fee is due when the Order is signed. When it is paid, Salt & Leaf adds Salt Credits to the Account equal to the amount paid, as set out in Section 7.3.

Build, Lab and going live. Salt & Leaf builds the Custom Flow and then makes it available in the Customer's Lab for testing. Runs of the Custom Flow are free while it is in the Lab. The Custom Flow goes live when it is accepted under the Order. Once it is live, its Runs use Usage under the Customer's Plan like any other Flow.

Timeline. Any timeline in an Order is an estimate. It depends on the Customer providing the access and materials that the build plan lists.

Changes. Only defects against the build plan must be fixed under the Order. New requests are change orders, quoted separately.

Not feasible. If, after an Order is signed, Salt & Leaf cannot deliver the build plan, it will refund the Development Fee, less any Salt Credits from that fee already applied, and remove the remaining Salt Credits from that fee.

Retirement. The Order governs when and how a Custom Flow may be retired. Once a Custom Flow has gone live, its Development Fee is not refunded.

Reuse. Salt & Leaf may offer what it learned or built for a Custom Flow to other customers, but never the Customer's Customer Data or Confidential Information.

How Usage is measured. Usage is measured by the AI processing each Run actually uses. The App shows Usage as a percentage. Salt & Leaf's records of the Usage of each Run are used to charge it.

Plans. A Plan includes an amount of Usage for each Cycle. The plans, prices and usage allowances that apply are those shown in the App at the time of purchase.

No rollover. Usage included in a Plan is available only during its Cycle. Unused Plan Usage ends when the Cycle ends. It does not carry over.

Starting a Run. A Run may start whenever the Account has any Usage left.

Charged on completion. A Run is charged its actual Usage when it finishes.

Overage is absorbed. If a Run uses more Usage than the Account has left, the Run finishes, the balance goes to zero, and Salt & Leaf absorbs the rest. The rest is never charged, billed later or carried as a debt.

Per-Run limit. Each Run is subject to a per-Run limit set by Salt & Leaf. A Run that reaches the limit is stopped and is not charged.

Free Runs. Failed Runs are not charged. Lab Runs are free.

Edits. Each Edit is a Run and is charged its actual Usage like any other Run. There is no free Edit allowance.

Spend order. Usage is spent in this order: first the Usage included in the current Cycle, then Bonus Usage and Top-ups, soonest to expire first.

Hard stop. When the Account has no Usage left, a new Run is refused. The App offers the option to buy a Top-up or move to a larger Plan. Nothing is ever charged past the Account's balance.

Top-ups. An Owner or Admin may buy Top-ups at any time, at the rates shown in the App for the Account's Plan. A Top-up lasts 12 months from purchase. Unused Top-up Usage then ends.

Bonus Usage. Salt & Leaf may grant Bonus Usage at its discretion. Bonus Usage lasts 60 days from the grant. Unused Bonus Usage then ends. Any conditions are shown when it is granted.

Salt Credits. Salt Credits are added to the Account when a Development Fee is paid, equal to the amount paid. They:
(a) apply automatically to the Account's Salt & Leaf subscription charges, soonest to expire first, until used or expired, with any part of a charge they do not cover taken from the payment method on file;
(b) expire 12 months after they are granted;
(c) cannot buy Top-ups, cannot pay a Development Fee and do not convert to Usage; and
(d) are not cash and are not a deposit.

Rules for all of them. Plan Usage, Top-ups, Bonus Usage and Salt Credits:
(a) have no cash value outside the App;
(b) cannot be transferred to another Account or person, sold or withdrawn;
(c) are non-refundable, except where the law requires otherwise or Section 5.9 or Section 22.5 applies; and
(d) end when the Account closes, except as Section 22.5 provides.

Changing Plans. An Owner or Admin may change the Account's Plan in the App. Before the change is confirmed, the App shows when the new Plan starts and what is charged.

Automatic renewal. Plans are monthly subscriptions. A PLAN RENEWS AUTOMATICALLY AT THE START OF EACH CYCLE, AND SALT & LEAF CHARGES THE PLAN'S THEN-CURRENT PRICE TO THE PAYMENT METHOD ON FILE EVERY MONTH UNTIL THE PLAN IS CANCELLED. Before the Customer subscribes, the App shows the price, the Cycle, the renewal date and how to cancel, and the Customer must agree to the recurring charge. Salt & Leaf sends an email receipt for each renewal charge.

Cancelling. An Owner or Admin may cancel the Plan at any time online in the App, in the billing settings, without needing to contact Salt & Leaf. Cancellation takes effect at the end of the paid Cycle. The Plan does not renew after that, and the Account's Usage remains available until the Cycle ends. There are no refunds or credits for a partial Cycle.

Payment. Payments are processed by Stripe. The Customer authorizes Salt & Leaf, through Stripe, to charge the payment method on file for each Cycle, for each Top-up, and for each Development Fee and other invoice in the App. Invoices are paid in the App. Salt & Leaf does not receive or store full card numbers.

Failed payments. If a payment fails, Salt & Leaf may retry it and may ask the Customer to update the payment method. Until the payment succeeds, Salt & Leaf may stop new Runs, and it may suspend or close the Account for non-payment under Sections 21 and 22.

Billing questions. If the Customer believes a charge is wrong, it should email Salt & Leaf within 60 days of the charge so Salt & Leaf can review it. This does not limit any right the Customer has under law.

Taxes. Prices shown in the App do not include taxes. The Customer is responsible for any taxes that apply to its purchases, other than taxes on Salt & Leaf's income. Salt & Leaf will collect taxes where the law requires it.

Prices. The prices that apply are those shown in the App at the time of purchase.

Price changes. Salt & Leaf may change Plan prices, usage allowances and Top-up rates. For existing Customers, Salt & Leaf will give at least 30 days' notice. The change takes effect at the start of the first Cycle that begins after the notice period ends. A Customer who does not accept the change may cancel before it takes effect. A price change does not change Top-ups already bought.

Private pricing. Salt & Leaf may offer an Account pricing that differs from the pricing published in the App. Private pricing applies only to that Account and is Salt & Leaf's Confidential Information.

Third-party sites. Some Flows open third-party websites inside the App's browser panel. The Customer's User signs in to those sites themselves. Salt & Leaf never asks for, receives or stores the password. The session stays on the User's device.

Third-party terms. The Customer is responsible for complying with the terms of every third-party site and service it uses through the App. Salt & Leaf does not control third-party sites and is not responsible for them, their content or their availability. Salt & Leaf may stop supporting a third-party site if it changes or stops its service.

MLS and shared logins. Salt & Leaf never asks for, receives or uses a Customer's MLS login or any shared personal login, including sub-logins. The Customer must not share any such login, or any password, with Salt & Leaf. If one is sent to Salt & Leaf, Salt & Leaf will not use it, will delete it, and will ask the Customer to change it. Where a Flow needs MLS data, Salt & Leaf uses a licensed data feed under its own agreement with the data provider, and use of that data is subject to the provider's rules.

Access during a build. If a build needs access to another of the Customer's systems, the Customer creates a separate account for Salt & Leaf where that system's rules allow it. Each grant is recorded in an Access Authorization and is revoked at handoff. The Addendum governs this access.

Ownership. The Customer owns its Customer Data. Salt & Leaf claims no ownership of it.

License to Salt & Leaf. The Customer grants Salt & Leaf a non-exclusive, royalty-free license, for as long as Salt & Leaf holds Customer Data under these Terms, to host, copy, transmit, process and display Customer Data, and to share it with Subprocessors, only as needed to provide, secure and support the App and the Customer's Flows, to review Saplings and build a Custom Flow the Customer ordered, and to comply with the law.

Salt & Leaf's role. Salt & Leaf processes Customer Data on the Customer's behalf, as its processor and service provider. The Addendum sets out Salt & Leaf's obligations for Customer Data, including security, Subprocessors, Security Breach notice, and return and deletion.

Customer's responsibilities. The Customer is responsible for having the right to provide Customer Data, including its clients' personal information, and for giving its clients any notices and obtaining any consents they need.

No AI training. Salt & Leaf does not train AI models on Customer Data or Output. Anthropic processes Customer Data under its commercial terms, which do not permit it to train its models on that data.

Aggregated information. Salt & Leaf may create aggregated or de-identified information from usage and Run records, such as the average usage shown in a Flow Spec, as the Addendum allows. Information about the Account itself, such as sign-in, billing and usage records, is covered by the Privacy Policy.

Review before use. Output is produced by AI and may be wrong, incomplete or out of date. The Customer must review every Output before relying on it, sending it to anyone or publishing it.

Not an appraisal. No Output is an appraisal, appraisal report, appraisal review or evaluation within the meaning of Florida Statutes Chapter 475, Part II. Salt & Leaf is not an appraiser and does not offer appraisal services. The Customer must not use or present any Output as an appraisal.

Not advice. Output is not legal, tax, financial or other professional advice, and is not guaranteed to be accurate.

Customer's compliance. The Customer is responsible for complying with real-estate licensing law, MLS rules, advertising rules, and federal, state and local Fair Housing law in its use of the App and every Output.

Similar Output. Because of how AI works, Output given to the Customer may be similar to output given to others.

The Customer and its Users must not:
(a) use the App for any unlawful purpose or in breach of any law;
(b) use the App or any Output to discriminate, to steer, or to make any statement that breaks Fair Housing law;
(c) upload or create content that is unlawful, defamatory or harassing, or that infringes anyone's intellectual property, privacy or other rights;
(d) upload Customer Data that the Customer has no right to share;
(e) copy, scrape, decompile or reverse engineer the App, or try to extract the code, prompts, models or settings behind any Flow;
(f) resell, sublicense, rent or provide access to the App to anyone who is not a User;
(g) try to bypass, manipulate or exceed the per-Run limit, the hard stop, or any other usage limit or measurement;
(h) interfere with or disrupt the App, bypass its security, or access any account or data they are not authorized to access;
(i) upload malicious code; or
(j) use the App to build a competing product.

Salt & Leaf may suspend an Account or User under Section 21 for a breach of this Section.

Salt & Leaf's property. Salt & Leaf owns the App and every Flow, Standard or Custom, including all code, prompts, models, settings, designs, documentation and improvements, whether or not the Customer suggested or paid for them.

License to the Customer. While the Account is in good standing, Salt & Leaf grants the Customer a non-exclusive, non-transferable, non-sublicensable right for its Users to install the desktop application on their devices and to use the App and the Flows added to the Account, for the Customer's own business, under these Terms and any Order. This right ends when the Account closes.

Customer's property. The Customer owns its Customer Data and its Output. To the extent Salt & Leaf has any rights in Output, it assigns them to the Customer. This does not transfer any rights in the App or any Flow.

Feedback. If the Customer or a User gives Salt & Leaf feedback or suggestions, Salt & Leaf may use them for any purpose without payment or obligation. Feedback does not include Customer Data.

Reserved rights. No rights are granted except those stated in these Terms and any Order.

The Addendum. Each party's confidentiality obligations, including what counts as Confidential Information, the exceptions and how long the obligations last, are in Section 7 of the Addendum.

Pricing. The Customer will not disclose any private pricing, discount or quote to anyone outside its organization and its professional advisers. Prices published in the App are not confidential.

What the Customer may say. The Customer may describe the App and its Flows to others, including in reviews and referrals, without revealing Salt & Leaf's Confidential Information.

Privacy Policy. The Privacy Policy explains how Salt & Leaf collects and uses personal information and lists the Subprocessors. It is part of these Terms.

Addendum. The Addendum is part of these Terms. It sets out Salt & Leaf's obligations as processor of Customer Data, and the rules for confidentiality, security and system access. For those matters, the Addendum controls as Section 26.4 provides.

Recorded discovery calls. Discovery calls for Saplings are held on Zoom and are recorded and transcribed so that Salt & Leaf can prepare the quote. Florida law (Florida Statutes section 934.03) requires the consent of everyone on a call before it is recorded. The Customer must agree to recording when it books the call and must tell everyone it invites that the call will be recorded. The calendar invite says the call will be recorded, and Salt & Leaf's specialist says so again at the start of the call. Anyone who does not consent may ask for an unrecorded call or written questions instead. The Addendum and the Privacy Policy explain how long recordings and transcripts are kept.

Consent to electronic records. The Customer agrees to receive these Terms, Flow Specs, quotes, Orders, invoices, receipts, notices and all other records and disclosures from Salt & Leaf electronically, in the App or by email to the Account email address. This consent applies to every transaction under these Terms. By accepting in the App, the Customer confirms that it can open and keep records in the electronic form in which they are provided.

Electronic signature. Before an acceptance, the App shows this statement: "By accepting, you agree to sign these agreements electronically, that your acceptance is your signature and has the same effect as signing on paper, and that you may request a copy of what you accepted at any time." Accepting in the App, including by clicking to accept or by typing a name and agreeing, is the signature of the User who accepts and of the Customer. It has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act.

What is recorded. For each acceptance, the App records who accepted, the date and time with time zone, the document and its version, a fingerprint of the document's text, the IP address and the browser.

Copies. The Customer may request a copy of any document it accepted, or of the acceptance record, at any time and free of charge, by emailing titus@saltandleafsystems.com. Salt & Leaf will send it electronically, or on paper if the Customer asks for paper. There is no fee for a paper copy.

What is needed. To use the App and receive electronic records, the Customer needs a supported web browser or the Salt & Leaf desktop application, an email address, and the ability to open, save or print documents. If these requirements change in a way that could stop the Customer from getting or keeping electronic records, Salt & Leaf will tell the Customer.

Withdrawing consent. The App is provided only electronically. The Customer may withdraw its consent to electronic records, at no charge, by closing the Account under Section 22.2, or by emailing titus@saltandleafsystems.com to say it withdraws consent, which Salt & Leaf will treat as a request to close the Account. Because the App cannot be provided on paper, withdrawing consent means the Account closes. Withdrawal takes effect when the Account closes. It does not affect the validity of anything accepted or delivered electronically before then.

Keeping contact details current. The Customer must keep the Account email address current in the App so that it receives electronic records and notices.

Mutual. Each party confirms that it has the power and authority to accept these Terms.

Salt & Leaf. Salt & Leaf will provide the App with reasonable care and skill, as described in these Terms.

Disclaimer. BEYOND THE EXPRESS COMMITMENTS IN THESE TERMS AND ANY ORDER, THE APP, EVERY FLOW, THE LAB AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, SALT & LEAF MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF OUTPUT, OR THAT THE APP WILL BE UNINTERRUPTED OR ERROR-FREE.

No indirect damages. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, EVEN IF IT WAS TOLD THEY WERE POSSIBLE.

General cap. EACH PARTY'S TOTAL LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER OR THE APP IS LIMITED TO THE GREATER OF (a) THE FEES THE CUSTOMER PAID TO SALT & LEAF IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) US$500.

Security Breach cap. SALT & LEAF'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM A SECURITY BREACH, WHETHER OR NOT THE SECURITY BREACH IS ALSO A BREACH OF CONFIDENTIALITY, IS LIMITED TO THE GREATER OF (a) THREE TIMES THE FEES THE CUSTOMER PAID TO SALT & LEAF IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (b) US$5,000. THIS CAP APPLIES INSTEAD OF SECTION 19.2. SECTION 19.1 STILL APPLIES TO THESE CLAIMS.

Exceptions. Sections 19.1 and 19.2 do not apply to:
(a) a party's breach of its confidentiality obligations under Section 15 or the Addendum, except a Security Breach, which Section 19.3 governs;
(b) Salt & Leaf's obligations under the intellectual property infringement indemnity in Section 20.2; or
(c) the Customer's obligation to pay amounts due under these Terms or any Order.

Law. Nothing in these Terms limits liability that cannot be limited under applicable law.

By the Customer. The Customer will defend Salt & Leaf against any third-party claim, and pay the resulting damages, costs and reasonable legal fees, to the extent the claim arises from:
(a) Customer Data, including a claim that the Customer had no right to provide it;
(b) the Customer's or its Users' use of any Output, including a claim under real-estate licensing, advertising or Fair Housing law; or
(c) the Customer's or its Users' breach of a third-party site's terms or of MLS rules.

By Salt & Leaf. Salt & Leaf will defend the Customer against any third-party claim that the App, used as permitted by these Terms, infringes that third party's United States patent, copyright or trademark or misappropriates its trade secret, and will pay the resulting damages, costs and reasonable legal fees. Salt & Leaf has no obligation for a claim that arises from Customer Data; Output; the Customer's instructions or specifications for a Custom Flow; a combination of the App with anything Salt & Leaf did not provide; a change not made by Salt & Leaf; a third-party site used through the App; or use in breach of these Terms.

Remedies. If the App is, or Salt & Leaf believes it may be, subject to an infringement claim, Salt & Leaf may modify it so it is not infringing, obtain the right for the Customer to keep using it, or, if neither is reasonably possible, stop providing the affected part and refund any fees the Customer prepaid for it for the unused part of the current Cycle. Sections 20.2 and 20.3 state Salt & Leaf's entire obligation for infringement claims.

Process. The party seeking defense must tell the other party promptly about the claim, let the other party control the defense and settlement, and give reasonable help at the other party's cost. The defending party may not settle a claim in a way that admits fault by, or imposes an obligation on, the other party without that party's consent, which it will not unreasonably withhold.

Salt & Leaf may suspend an Account or a User, in whole or in part, at once if it reasonably believes that:
(a) there is a security risk to the App, Salt & Leaf or others;
(b) the Customer or a User has breached Section 10.3 or Section 13;
(c) a payment has failed; or
(d) the App is being used unlawfully, or the law requires the suspension.

Salt & Leaf will tell the Customer why, unless the law or a security reason prevents it, and will lift the suspension once the issue is resolved.

A suspension caused by the Customer does not pause or reduce the Customer's Plan charges.

Term. These Terms apply from when the Customer accepts them and continue month to month until the Account closes.

Closing by the Customer. The Customer may cancel its Plan at any time under Section 8.2. The Owner may close the Account in the App or by emailing Salt & Leaf. A Plan that is paid for continues to the end of the paid Cycle unless the Owner chooses to close the Account at once. If the Customer closes the Account after objecting to a new Subprocessor under the Addendum, the closure takes effect at once.

Closing by Salt & Leaf. Salt & Leaf may close an Account for any reason with 30 days' notice. Salt & Leaf may close an Account at once, by notice, for material breach of these Terms, for non-payment, or where the law or a legal order requires it.

Effect of closing. When the Account closes:
(a) access to the App and to every Flow ends, and no further Runs can be made;
(b) all unused Plan Usage, Top-ups, Bonus Usage and Salt Credits end and are not refunded, except as Section 22.5 provides or where the law requires otherwise;
(c) all amounts owed become due;
(d) while the Account is open, the Owner may export Customer Data and Output from the App at any time. Within 30 days after the Account closes, Salt & Leaf deletes Customer Data and Output, or returns them first if the Owner asked before closure. If Salt & Leaf closes the Account at once under Section 22.3, the Owner may ask for that return by email within 14 days after closure;
(e) deleted data may remain in backups until they roll off, as the Addendum describes; and
(f) Salt & Leaf keeps billing, tax and payment records, electronic signature records, and signed agreements and quotes for 7 years after the Account closes, or longer if the law requires, only for legal, tax and dispute purposes. Discovery call recordings are kept as the Addendum states.

Refunds on closure without cause. This Section applies if Salt & Leaf closes the Account under Section 22.3 for a reason other than the Customer's breach of these Terms, non-payment, or a legal or regulatory reason, or if the Customer closes the Account after objecting to a new Subprocessor under the Addendum. In either case, within 30 days after the Account closes, Salt & Leaf will refund to the original payment method:
(a) the unused part of each Top-up the Customer paid for, in proportion to the price paid for it; and
(b) for any Custom Flow that had not yet gone live, the Development Fee paid for it, less any Salt Credits from that fee already applied to charges.
Unused Plan Usage, Bonus Usage and Salt Credits still end and are not refunded, except as this Section, Section 5.9 or the law provides.

Salt & Leaf may change these Terms, including the Addendum and the Privacy Policy. Each version of these Terms has a version number and is published in the App.

For a material change, Salt & Leaf will give at least 30 days' notice by email to the Account email address and in the App before the change takes effect. Other changes take effect when published.

The Customer accepts a changed version by accepting it in the App or by continuing to use the App after it takes effect. A Customer that does not agree may cancel its Plan and close the Account before the change takes effect.

Changes to prices follow Section 9.2. Changes to Flow Specs follow Section 4.4. Changes to the Subprocessor list follow the Addendum. A change to these Terms does not change a signed Order unless the Order allows it.

To Salt & Leaf. Notices to Salt & Leaf must be sent by email to titus@saltandleafsystems.com, or by mail to Salt and Leaf Systems LLC, c/o Northwest Registered Agent LLC, 7901 4th St N, Ste 300, St. Petersburg, FL 33702.

To the Customer. Salt & Leaf sends notices to the Customer by email to the Account email address, in the App, or both.

When effective. An email notice is effective when sent, unless the sender receives a delivery failure. A notice in the App is effective when posted. A mailed notice is effective when received.

Governing law. These Terms, and any Order, are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules.

Negotiation first. Before starting a court case, a party must give the other written notice of the dispute, and the parties will try in good faith to resolve it by negotiation for 30 days. Either party may seek urgent court relief to protect its intellectual property or Confidential Information without waiting.

Venue. If negotiation does not resolve the dispute, it must be brought only in the state or federal courts located in Orange County, Florida. Each party consents to the jurisdiction and venue of those courts.

CLASS ACTION WAIVER. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS OWN NAME, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE ACTION.

JURY TRIAL WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER OR THE APP.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including failures of Subprocessors, internet or power outages, natural disasters, and acts of government. This does not excuse payment obligations.

Assignment. The Customer may not assign or transfer these Terms, any Order or its Account without Salt & Leaf's written consent. Salt & Leaf may assign them to a successor to its business, or to the part of its business that provides the App, with notice to the Customer.

Entire agreement. These Terms, together with the Flow Specs the Customer has accepted, the Orders it has signed and any Account Agreement under Section 26.4, are the entire agreement between the parties about the App. They replace any earlier agreement, proposal or understanding about the same subject.

Order of precedence. If these documents conflict, they apply in this order:
(a) the Addendum, for data protection, confidentiality, security and system access, unless an Order expressly says it changes a named section of the Addendum;
(b) a Custom Build Order, for the Custom Flow it covers;
(c) the rest of these Terms;
(d) the Privacy Policy; and
(e) a Flow Spec.
A Flow Spec's terms that apply only to its Flow add to these Terms for that Flow but do not override them. A separate written agreement that both parties sign in the App and that expressly changes these Terms for one Account (an "Account Agreement") controls for that Account, to the extent it says so.

Severability. If any part of these Terms is found unenforceable, it will be enforced to the greatest extent allowed, and the rest of these Terms stays in effect.

No waiver. A party's failure or delay in enforcing a right is not a waiver of it.

Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, employment or agency relationship.

No third-party beneficiaries. These Terms are for the benefit of the parties only. No one else, including the Customer's clients, has rights under them.

Survival. Sections 7.4, 11, 12, 14, 15, 17, 18.3, 19, 20, 22.4, 22.5, 24, 25 and 26, the sections of the Addendum that its own survival section names, and any other part of these Terms that by its nature should continue, survive the closing of the Account.