keepup

TERMS AND CONDITIONS

Effective Date: October 14, 2025

1. INTRODUCTION

Welcome to KeepUp, a web-based platform designed to help homebuyers and real estate investors analyze and organize property listings and related information. KeepUp is operated by Dabudage LLC ("Dabudage," "Company," "we," "us," or "our"). These Terms and Conditions ("Terms") govern your access to and use of our websites (including joinkeepup.com), applications, content, tools, features, and functionality (collectively, the "Services"). By accessing or using the Services, you ("User," "you") agree to be bound by these Terms. If you do not agree, do not use the Services.

We may modify these Terms at any time. We will indicate the Effective Date above and, where feasible, provide notice by email or in-app notice. Your continued use after changes constitutes acceptance of the updated Terms. Your use is also subject to our Privacy Policy, which is incorporated by reference.

2. OUR SERVICES

KeepUp provides a digital platform offering AI-assisted tools, dashboards, alerts, and informational resources to help Users research properties, organize listings, track markets, and understand potential opportunities. Features may include, without limitation: AI insights, property analysis, market monitoring, saved lists and tags, deal alerts and digests (including email/Telegram), and document assistance.

The Services are strictly informational and educational. KeepUp does not provide, and the Services are not, legal advice, investment advice, financial advice, tax advice, appraisal services, brokerage services, or any professional advisory services.

3. NO BROKERAGE, NO APPRAISAL, NO ADVISORY SERVICES

No Brokerage/Agency

KeepUp and Dabudage are not real estate brokers or agents and do not perform brokerage or agency services. We do not represent Users in transactions and do not negotiate or draft contracts.

No Appraisal

KeepUp is not a licensed appraiser or appraisal management company. Any property estimates, valuations, after-repair values (ARVs), comparable sales (comps), capitalization rates (cap rates), cash flows, or similar outputs are not appraisals compliant with the Uniform Standards of Professional Appraisal Practice (USPAP) or any other appraisal standards. Such outputs may not be used for lending, underwriting, or any purpose requiring a licensed appraisal, and are for educational use only.

KeepUp is not an investment adviser, broker-dealer, registered representative, accountant, tax adviser, or law firm. The Services and all outputs are educational and informational only and should not be relied upon for investment, financial, tax, or legal decisions. Consult qualified professionals before acting.

4. ELIGIBILITY AND USER ACKNOWLEDGEMENT

By using the Services, you represent and warrant that:

  • You are at least 18 years old

  • You have read and agree to these Terms and our Privacy Policy

  • You understand that KeepUp is an educational tool and you alone are responsible for your decisions and actions

  • You will not use the Services for any purpose that requires professional licensure or registration

5. ACCOUNT REGISTRATION AND SECURITY

You may need an account to use certain features. You agree to:

  • Provide accurate and complete information and keep it updated

  • Maintain the security of your credentials and not share them with anyone

  • Be responsible for all activities under your account

  • Notify us immediately of any unauthorized use or breach

The Company is not liable for loss arising from your failure to safeguard your account.

6. PERMITTED USE AND RESTRICTIONS

A. License

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal or internal business purposes only. You may not resell, sublicense, or commercialize outputs or access except as expressly authorized in writing.

B. Prohibited Conduct

You agree not to:

  • Use the Services for unlawful purposes, to violate rights, or to breach third-party terms (including MLS, listing sites, or data source terms)

  • Access or use the Services in a way that could damage, disable, overburden, or impair them, or interfere with others' use

  • Attempt unauthorized access to the Services, accounts, systems, or networks

  • Scrape, crawl, harvest, mine, or use automated means except as expressly permitted by us in writing

  • Reverse engineer, decompile, or attempt to extract source code or models

  • Circumvent technical or usage limitations, rate limits, or security controls

  • Use the Services to generate or disseminate unlawful, infringing, defamatory, harassing, hateful, obscene, or otherwise objectionable content

  • Use the Services to make decisions that have legal or material impacts on individuals (including housing, employment, credit, insurance, or similar decisions) or for any purpose governed by the Fair Credit Reporting Act (FCRA) or similar laws

  • Use the Services primarily as a lead generator or listing service for another website or to compete with the Services

  • Violate any applicable federal, state, or local laws, including fair housing and anti-discrimination laws

C. Removal/Suspension

We may remove content or suspend/terminate accounts immediately for violations, suspected abuse, fraud, or risk to the Services or Users, or as required by law or third-party terms.

7. INVESTOR HUB, ALERTS, AND DIGESTS

KeepUp's Investor Hub allows Users to define investment profiles, monitor markets, receive AI-filtered alerts, and obtain deal digests (e.g., via email or Telegram).

You acknowledge and agree that:

  • Alerts and digests may contain errors, be delayed, omit listings, or include properties that do not meet your criteria

  • Telegram, email, SMS, and similar channels are third-party services; message and data rates may apply

  • You can manage your communications preferences in your account settings

  • All Investor Hub information is educational only and not a recommendation or solicitation to buy, sell, lease, finance, or otherwise transact in real property, securities, or any instrument

  • We are not responsible for the accuracy, completeness, or timeliness of alerts or market monitoring

  • You must conduct your own due diligence before pursuing any investment opportunity

8. AI FEATURES AND PROPERTY ANALYSIS – EDUCATIONAL USE ONLY

KeepUp's AI features (including property analysis, AI insights, document/chat assistants, KeyMate AI Assistant, and summaries) rely on predictive models and available data which may be incomplete, outdated, biased, inaccurate, or otherwise unsuitable for your specific use case.

Not Appraisals or Guarantees

Any ARVs, comps, rent estimates, cap rates, cash flow models, ROI/pro forma, renovation estimates, or similar outputs are:

  • Illustrative, hypothetical, or educational

  • Not guarantees of performance or value

  • Not appraisals and not compliant with USPAP or any appraisal standards

  • Not suitable for lending, underwriting, or regulated decision-making

Data Sources and Assumptions

Outputs may incorporate assumptions and third-party data. You are solely responsible for independently verifying all data, assumptions, and outcomes before relying on them.

No Reliance

Do not rely solely on AI outputs. Use human judgment and consult qualified professionals for appraisals, inspections, legal documents, tax matters, lending, or investment decisions. You assume all risk of reliance on any AI-generated content.

Similar Outputs

Because of the nature of AI, different Users may receive similar outputs. Outputs are not unique nor guaranteed to be confidential.

Content and Ownership of AI Content

  • You may provide input to the Services ("Input") and receive output based on that Input ("Output"). Together, Input and Output are "Content."

  • You represent and warrant that you have all rights necessary to provide Input and that your Content complies with law and these Terms

  • As between you and the Company, to the extent permitted by law, you retain ownership of Input and own Output. We assign to you any rights we may have in Output, subject to these Terms and any applicable third-party terms

  • We may use Content to provide, maintain, develop, and improve the Services; comply with law; enforce our policies; and ensure safety

9. NO REPRESENTATION IN TRANSACTIONS

We are not a party to any real estate transaction and have no control over third parties, properties, sellers, buyers, agents, brokers, lenders, inspectors, or other participants. You are solely responsible for your negotiations, diligence, contracts, and outcomes. You assume all risks of transactions you pursue or consummate.

10. COMPLIANCE WITH LAWS AND ETHICAL STANDARDS

You agree to comply with all applicable federal, state, and local laws and regulations, including:

  • Fair Housing Act and other anti-discrimination laws (no discriminatory preferences or statements)

  • Real estate, appraisal, consumer protection, privacy, data security laws

  • Export controls and sanctions regulations

  • Anti-spam laws (CAN-SPAM, TCPA)

  • Any MLS or listing site terms applicable to your use of their data

MLS Data Compliance: Certain data displayed through the Services is provided by Multiple Listing Services (MLS) and is subject to additional terms and conditions. You acknowledge that MLS data is for personal, non-commercial use only, and you agree to comply with all applicable MLS rules. You will not reproduce, redistribute, or use MLS data for any unauthorized commercial purpose.

We may remove content, suspend access, or take other actions to comply with law, third-party requirements, or governmental requests.

11. USER CONTENT AND LICENSE

You represent and warrant that you own or have rights to any content you upload or make available ("User Content"), and that it does not infringe, misappropriate, or violate any rights or law.

You grant us a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display User Content in connection with operating, improving, marketing, and providing the Services.

12. THIRD-PARTY MATERIALS AND SERVICES

The Services may display or rely on third-party materials, data, listings, valuations, applications, communications tools (e.g., Telegram), or links ("Third-Party Materials").

You acknowledge and agree that:

  • We are not responsible or liable for Third-Party Materials, their accuracy, legality, availability, quality, timeliness, or security

  • Your use of Third-Party Materials is at your own risk and may be subject to third-party terms and privacy policies

  • Your dealings with third parties (including property sellers, agents, lenders, or service providers) are solely between you and them

  • We are not liable for any loss or damage resulting from third-party dealings or Third-Party Materials

13. PRIVACY; DATA SHARING; COMMUNICATIONS

Your use is subject to our Privacy Policy, which describes how we collect, use, and share information. By using the Services, you consent to:

  • The collection, use, and disclosure of your information as described in our Privacy Policy

  • Receiving electronic communications (including emails, in-app messages, and where applicable SMS/Telegram messages)

You can manage marketing preferences at any time in your account settings; however, we may still send transactional or legal communications as required.

14. SUBSCRIPTION PLANS; FEES; AUTO-RENEWAL; USAGE LIMITS

Tiers

We may offer tiers such as:

  • Basic (Free): Limited features at no cost

  • Plus: Expanded features with usage limits

  • Pro: Advanced features with higher or "unlimited" usage

Features, pricing, and rate limits are described on our website or in your account dashboard and may change from time to time with notice.

Fees and Billing

  • You agree to pay all applicable fees and taxes

  • Paid plans auto-renew unless canceled before the renewal date

  • Fees are non-refundable except as required by law

  • We may change pricing or billing practices prospectively with notice

Fair Use and Abuse Prevention

Even "unlimited" features may be subject to fair-use, technical, or abuse-prevention limits. We may throttle or pause features to protect the Services and Users.

Trials/Promotions

Any trials or promotions are subject to posted terms and may be revoked or modified at our discretion.

Chargebacks/Nonpayment

We may suspend or terminate access for nonpayment or chargebacks.

15. INTELLECTUAL PROPERTY; FEEDBACK; DMCA

Our IP

The Services, including all content, software, logos, trademarks, and branding, are owned by Dabudage or its licensors and protected by intellectual property laws. No rights are granted except as expressly stated in these Terms.

Feedback

If you provide suggestions, ideas, or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit them without restriction or compensation to you.

DMCA

If you believe content infringes your copyright, send a notice to legal@joinkeepup.com with all information required by 17 U.S.C. § 512(c)(3), including:

  • Identification of the copyrighted work

  • Identification of the infringing material

  • Your contact information

  • A statement of good faith belief

  • A statement under penalty of perjury that the information is accurate

  • Your physical or electronic signature

16. EDUCATIONAL-ONLY DISCLAIMERS; NO WARRANTIES

The Services and all content, analyses, outputs, and materials are provided for educational and informational purposes only and are provided "AS IS" and "AS AVAILABLE."

No Warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, AVAILABILITY, SECURITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

No Results Guaranteed

WE DO NOT GUARANTEE ANY OUTCOME, SAVINGS, PROFIT, DEALS, INVESTMENT PERFORMANCE, OR SUCCESS. HYPOTHETICAL OR BACK-TESTED RESULTS HAVE INHERENT LIMITATIONS AND ARE NOT INDICATIVE OF FUTURE RESULTS. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE PERFORMANCE.

Jurisdictional Limits

Some jurisdictions do not allow certain disclaimers; to that extent, some disclaimers may not apply to you. This disclaimer gives you specific legal rights, and you may also have other rights that vary by jurisdiction.

17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW:

No Indirect Damages

DABUDAGE, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING FROM OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY DOLLARS ($50.00)

Essential Purpose

THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

18. INDEMNIFICATION

You will defend, indemnify, and hold harmless Dabudage, its affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, and licensors from and against any and all third-party claims, demands, actions, proceedings, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Your use or misuse of the Services, Outputs, Investor Hub, alerts, or digests

  • Your User Content or Inputs

  • Your transactions, negotiations, or interactions with third parties (including real estate transactions)

  • Your breach of these Terms or violation of law, third-party rights, MLS or listing-site terms, or data-source terms

  • Your reliance on any educational outputs (including property analyses, valuations, ARVs, pro formas, or renovation estimates)

  • Any allegation that your Content infringes or violates any intellectual property, privacy, publicity, or other rights

  • Your violation of any federal, state, or local law, including fair housing or anti-discrimination laws

Defense and Settlement: We may, at our option and expense, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense. You may not settle any claim without our prior written consent, which consent will not be unreasonably withheld if the settlement unconditionally releases us from all liability and does not impose obligations on us.

19. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION WAIVER

Binding Arbitration

Except for claims that may be brought in small-claims court (if they qualify) or requests for injunctive or equitable relief, you and Dabudage agree to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services by final and binding arbitration.

Arbitration will be conducted by JAMS (Judicial Arbitration and Mediation Services) in Wilmington, Delaware, under the JAMS Comprehensive Arbitration Rules and Procedures (or, for consumer disputes as applicable, the JAMS Consumer Arbitration Minimum Standards). One arbitrator will be appointed. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

Class Action/Jury Waiver

YOU AND DABUDAGE AGREE TO BRING CLAIMS ONLY IN YOUR INDIVIDUAL CAPACITIES, NOT AS A CLASS MEMBER OR REPRESENTATIVE IN ANY CLASS, CONSOLIDATED, OR COLLECTIVE ACTION. YOU AND DABUDAGE WAIVE THE RIGHT TO A JURY TRIAL.

Opt-Out

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to:

Dabudage LLC Attn: Legal Department 247 West Broadway New York, NY 10013

Your notice must include your name, account email, and a clear statement that you opt out of the arbitration agreement. If you opt out, you agree to the exclusive jurisdiction provisions below.

Venue; Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Subject to the arbitration agreement, the exclusive venue for any lawsuit will be the state or federal courts in Wilmington, Delaware, and you consent to personal jurisdiction there.

20. TERM; SUSPENSION; TERMINATION; SURVIVAL

We may modify, suspend, or discontinue the Services, or terminate or suspend your access, at any time, with or without notice, including:

  • Where required by law or third-party terms

  • For nonpayment or chargebacks

  • For suspected violations, abuse, or fraud

  • To protect the Services or other Users

You may stop using the Services at any time. Upon termination, your license ends and you must cease all use.

Survival: Sections 3, 6–19, and 21–29 will survive termination.

21. COMPLIANCE; HIGH-RISK AND PROHIBITED USES

You agree not to use the Services for:

  • FCRA-regulated uses, including credit, employment, insurance, tenant screening, housing eligibility determinations, or similar purposes governed by the Fair Credit Reporting Act or similar laws

  • Medical diagnosis, treatment, or advice

  • Legal advice or representation to third parties

  • Financial or investment advice subject to regulation

  • Any use that requires a licensed appraisal, brokerage, legal, or investment advisory service

  • Any illegal, discriminatory, harassing, fraudulent, deceptive, or harmful purpose

You acknowledge that the Services are not designed, intended, or suitable for high-risk activities and that use for such purposes is strictly prohibited.

22. EXPORT CONTROLS AND SANCTIONS

You represent and warrant that:

  • You are not located in, under the control of, or a national or resident of any country or region subject to U.S. sanctions or embargoes

  • You are not on any U.S. government restricted or prohibited party list (including the Treasury Department's Specially Designated Nationals List)

  • You will not use or export the Services in violation of U.S. export laws and regulations

23. CHANGES TO THE SERVICES AND TERMS

We may modify, suspend, or discontinue any part of the Services at any time, with or without notice. We may also modify these Terms as described in Section 1. We are not liable for any modification, suspension, or discontinuance of the Services.

24. FORCE MAJEURE

We will not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

25. GOVERNMENT REQUESTS AND COMPLIANCE

We may access, preserve, and disclose your information if required to do so by law or in good faith belief that such access, preservation, or disclosure is reasonably necessary to:

  • Comply with legal process or government requests

  • Enforce these Terms

  • Respond to claims that any content violates third-party rights

  • Protect the rights, property, or safety of Dabudage, Users, or the public

26. ASSIGNMENT

We may assign these Terms and any rights or obligations hereunder, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law, without your consent. You may not assign these Terms without our prior written consent, and any attempted assignment in violation of this Section is void.

27. SEVERABILITY

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

28. WAIVER

No waiver of any term will be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right under these Terms is not a waiver of such right.

29. ENTIRE AGREEMENT

These Terms, together with our Privacy Policy and any supplemental terms or policies incorporated by reference, constitute the entire agreement between you and Dabudage regarding the Services and supersede all prior or contemporaneous agreements, communications, or understandings on the subject matter.

30. NOTICES; ELECTRONIC COMMUNICATIONS

You consent to receive communications from us electronically. We may provide notices by:

  • Email to the address you provide

  • Posting in the Services or on our website

  • In-app notifications

  • Other reasonable electronic means

You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

31. CONTACT INFORMATION

Dabudage LLC 247 West Broadway New York, NY 10013

Email: support@joinkeepup.com Phone: (347) 674-2273

For legal notices: legal@joinkeepup.com

BY USING KEEPUP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.