Cuentra Terms of Service
Cuentra Terms of Service
Last Updated: January 8, 2026
These Terms of Service ("Terms") create a legal agreement between you ("You", "Your", "Customer") and Cuentra LLC ("Cuentra," "we," "us," or "our"). These Terms apply to your use of: (i) our website currently available at www.cuentra.co, including all of its subdomains and any content or information available on this website (the "Website"); (ii) our platform including any associated technology we provide to manage and deliver our products and services including our mobile app; and (iii) any other products or services that we may offer and that link to these Terms (collectively, the "Services"). By clicking on the "Accept" button for these Terms, registering online, by signing an agreement that incorporates these Terms by reference, or by accessing or using the Services, you are indicating acceptance of these Terms by you and, if applicable, your employer or other business entity on whose behalf you receive Services. These Terms take effect when you accept these Terms, or if earlier, when you access or use any of the Services (the "Effective Date").
Cuentra may amend or modify these Terms at any time by posting the revised agreement on the Cuentra Website and/or providing a copy to you. The revised Terms will be effective at the time they are posted. Your continued use of the Cuentra Services after the posting of the revised Terms constitutes your acceptance of the revised Terms. If you do not consent to any such modification, your sole and exclusive remedy is to terminate use of the Cuentra Services and close your Cuentra Account (if any).
ARBITRATION NOTICE. PLEASE BE AWARE THAT SECTION 19 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CUENTRA, OR OTHERWISE ARISING OUT OF THESE TERMS. AMONG OTHER THINGS, THAT SECTION INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND CUENTRA, OR OTHERWISE ARISING OUT OF THESE TERMS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION, AND INCLUDES A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 19 CAREFULLY.
1. Overview of Cuentra
Cuentra is a community platform that connects real estate buyers, sellers, and other users who may be involved in or assist with the real estate buying and selling process (each a "User") directly, without the use of traditional agents or brokers. Users can create listings ("Listings"), communicate with prospective buyers or sellers, and access tools to support the transaction process. Users may also be providers of services related to the real estate buying or selling process.
2. Eligibility and Account Creation
(a) To use the Cuentra Services, you must be at least 18 years old, have a U.S.-issued ID (for certain aspects of the Cuentra Services), and be legally capable of entering into binding contracts. By accessing or using the Cuentra Services, you represent and warrant that you meet these eligibility requirements.
(b) If you represent your employer or another entity, you represent that you have full legal authority to bind it to these Terms, and that by registering or using the Services, you agree to these Terms on its behalf, which will then be binding on that entity. You are deemed to be an authorized representative if you register using your employer's or that entity's email address or otherwise use the Services on behalf of your employer or other entity.
(c) To access the Services, you may need to register and create an account (a "Cuentra Account") using accurate, complete, and current information, including your billing and contact details. You may not impersonate any person or entity or misrepresent your affiliation with any person or entity.
(d) You are responsible for safeguarding your login credentials ("Credentials") and must not disclose them to third parties. You remain solely responsible for all activity under your Cuentra Account or Credentials, authorized by you or not, and you hereby release Cuentra from any and all liability concerning such activities or actions. You must promptly notify Cuentra of any unauthorized use of your Cuentra Account or Credentials.
3. User Conduct
You agree to use the Cuentra Services only for lawful purposes. You may not:
(a) publish, distribute, duplicate, sell, re-sell, disclose, frame, market, license, sublicense, rent, lease, display, provide, transfer or make available the Services to any third party including any content available therefrom;
(b) decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of, hack, or create derivative works from the Services including any content displayed or available therefrom or any portion thereof;
(c) edit, remove, obscure or alter any credits, watermarks, attributions, trade names, trademarks, logos, service marks or copyright notices on the Services, including any content available, or remove or obscure the attribute/hyperlink to Cuentra and the Website;
(d) use any robot, spider or other similar automatic technology, process or means to access or use the Services for any purpose, including monitoring or copying any of the material on the Services;
(e) Use any manual process or means to monitor or copy any of the material on the Services or for any other unauthorized purpose;
(f) engage in any action or practice that disparages or devalues Cuentra, the Services, or the reliability, reputation or goodwill of any of the foregoing, or engage in any action or practice that might impede the performance reliability or quality of the Services;
(g) access or use the Services to develop, enhance, or create a competitive product or service;
(h) engage in any fraudulent or illegal activity; or
(i) use the Services to introduce any malicious code, including but not limited to viruses, worms, Trojan horses, spyware, adware, ransomware, or any other harmful, invasive, or disruptive software or code designed to interfere with, damage, or gain unauthorized access to any part of the Services.
We reserve the right to terminate or suspend your access to our Services for any actual or reasonably suspected violation of these Terms.
4. Property Tour Scheduling
The Services enable Users to arrange property tours directly. Cuentra itself does not conduct, supervise, or participate in such tours.
(a) If you utilize the Services to schedule or conduct property tours, you shall comply with the following: (i) Users are solely responsible for their conduct, communications, and safety during property tours, (ii) sellers must ensure the property is in a safe condition and that any sensitive or valuable items are secured prior to showings, (iii) buyers are responsible for exercising reasonable care, genuine interest and respect when touring a property, (iv) Users must comply with all applicable federal, state, and local laws, including fair housing laws prohibiting discrimination based on race, color, religion, sex, disability, familial status, national origin, or other protected characteristics, and (v) Users should promptly report suspicious or unsafe behavior to authorities and notify Cuentra in writing.
(b) To the maximum extent permitted by law, Cuentra disclaims all liability for any injury, loss, damage, misrepresentation, fraud, or other issues arising out of or related to property tours arranged through the Services. This includes, without limitation, risks of personal injury, property damage, disputes between Users, scheduling issues, or data inaccuracies regarding the property.
5. User Content
Certain features of the Services allow Users to upload or create photos, videos, images, comments, messages, Listings and other materials ("User Content"). Except for the limited licenses granted in these Terms, you retain all copyright and other proprietary rights you may have in the User Content.
License Grant to Cuentra. By submitting or posting User Content through the Services, you hereby grant to Cuentra a worldwide, non-exclusive, irrevocable, transferable, royalty-free, fully paid license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for formatting and display purposes, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or later developed, for the purposes of providing the Services to you and other Users and for Cuentra's legitimate business uses.
License Grant to Other Users. By sharing User Content through the Services, you grant other Users of the Services a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Services.
User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of sharing it. By providing User Content, you represent and warrant that:
(a) You are the creator and owner of the User Content, or you have the necessary licenses, rights, consents, and permissions to authorize Cuentra and other Users to use and distribute your User Content as described herein.
(b) To the extent the User Content is a Listing, you shall comply with the following Listings Quality Policy (the "Listings Policy"):
i. Authorized Advertising and Listings. The right to advertise Listings is strictly reserved for the property owner(s), including rental owners or builders of new construction homes.
ii. Listing Accuracy and Duplicate. In the event of an erroneous submission for a property where you lack legal ownership, you are required to immediately remove the Listing. We strictly prohibit duplicate entries for the same property.
iii. Complete Address Requirements. To maintain Listing authenticity and transparency, every Listing published directly through the Services must display the full property address, including the street number and name. Partial or concealed addresses are not permitted.
iv. Permitted Property Categories. Our Services exclusively accommodate residential real estate Listings. You are prohibited from posting Properties involving timeshare arrangements, fractional ownership interests or commercial real estate.
v. Restrictions on Marketing Materials. Listing content, including photographs, videos, and textual descriptions, must not contain promotional elements such as business names, corporate logos, watermarks, contact details, or other advertising materials.
(c) Cuentra is committed to equality and respect for all individuals. If you post any User Content to the Services, you understand that your User Content will be publicly visible and other Users will have access to your User Content. You and your User Content must comply with our acceptable use policy ("AUP") below. We reserve the right to take action if you do not comply with our AUP, including removing Listings, limiting access to our Services, or suspending your Cuentra Account. You are prohibited from posting any User Content that:
i. Contains threatening language, profanity, insults, or other hostile conduct;
ii. Involves sexual, pornographic, or explicit material;
iii. Discloses personal or sensitive information without authorization or in violation of applicable law;
iv. Is unlawful, abusive, harassing, discriminatory, or otherwise objectionable;
v. Promotes, depicts, or encourages violence or physical harm;
vi. Misrepresents identity, including impersonating another person or falsely claiming an affiliation with an individual or organization;
vii. Includes false statements or content that defames, disparages, or injures the reputation of others;
viii. Exploits, endangers, or otherwise harms minors;
ix. Results in, or attempts to cause Cuentra to violate applicable laws or regulations;
x. Violates the legal rights of others, including intellectual property or proprietary rights;
xi. Promotes or markets products or services without authorization or contrary to these Terms; or
xii. Is intended to spam, mislead, deceive, or otherwise manipulate others.
User Content Disclaimer. Cuentra does not control, verify, or endorse User Content and is not responsible for it. Cuentra may, at any time and in its sole discretion, remove, edit, or restrict access to any User Content for any reason or no reason, including but not limited to instances where such User Content violates these Terms, is inaccurate, offensive, or otherwise objectionable in Cuentra's sole discretion. You acknowledge that by using the Services, you may be exposed to User Content that is inaccurate, offensive, misleading, or otherwise objectionable. You agree to waive, and do waive, any legal or equitable rights or remedies you may have against Cuentra with respect to such User Content.
Monitoring. Cuentra is not obligated to monitor User Content or any Third-Party Content, but may do so at Cuentra's discretion, including for operational, compliance, or other purposes. If Cuentra elects to monitor, it assumes no responsibility for the User Content. Information may be examined, recorded, copied, and used in accordance with the Cuentra Privacy Policy.
6. Digital Millennium Copyright Act (DMCA) Policy
(a) DMCA Notice. If you believe material available on or through the Services infringes your copyright or other intellectual property rights, you may submit a notice to our designated agent at:
(b) Designated Agent Contact Information
Cuentra LLC
Attn: Copyright Agent
1180 San Carlos Ave, #118
San Carlos, CA 94070
Phone Number: 650.690.5109
Email: Legal@cuentra.co
Any notice alleging that materials hosted on or distributed through the Services infringe intellectual property rights must include the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right that is allegedly infringed;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of the material you claim is infringing and where it is located on the Services;
4. your name, address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of such owner.
(c) Repeat Infringers. Cuentra will promptly terminate, in appropriate circumstances, the Cuentra Accounts or Credentials of Users determined by Cuentra to be repeat infringers.
7. Fees
We currently charge a technology platform fee for use of our Services, but we may charge other or different fees in the future. Our fees may apply to sellers, buyers, or both, and it excludes all applicable taxes, other than taxes on our income. Current fees are published on our Website and may be updated from time to time at our discretion. By using the Services, you agree to pay the fees in effect at the time they are incurred. All purchases are non-cancelable and non-refundable. Any updates will apply prospectively and will not affect amounts already paid. Please note that this fee is not a real estate commission, but solely a charge for access to and use of our Services.
8. Intellectual Property Ownership and Limited License
The Cuentra Services, including the text, images, photographs, videos, information, data, software, and other content and materials contained therein (and the selection, arrangement and presentation thereof), are owned by us or our licensors and are protected under both U.S. and international laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license only to access and use our Services for non-commercial, personal purposes. Cuentra does not grant you any rights in its marks or any other product or service name or slogan contained on our Services. Any other access, use, copying, distribution, retransmission or modification of our Services, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.
If you are a business User, you hereby grant to Cuentra a license to use your business name and logo for inclusion in Cuentra's customer list, marketing materials, case studies, or similar promotional materials.
9. Third-Party Links and Content
(a) The Cuentra Services may contain links to third-party websites, advertisers, products, services, or other activities or events that are not owned or controlled by Cuentra (collectively, "Third-Party Content"). Your dealings or correspondence with Third-Party Content and your use of or interaction with any Third-Party Content are solely between you and the third party.
(b) Cuentra may use a third-party payment processor to process any payments between you and Cuentra. We currently use Stripe, Inc. ("Stripe") as our payment processor. Unless Cuentra requires you to use another payment processor, you consent to the additional applicable Stripe terms, which you can find at https://stripe.com/legal. Stripe may request that the Customer will provide certain personal data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. We also use Stripe to verify your identity; however, we do not collect or store any biometric data.
(c) We do not control, endorse or adopt any Third-Party Content and make no representation or warranties of any kind regarding Third-Party Content or the privacy practices of any third parties, and your access to and use of such Third-Party Content and interaction with such third parties is at your own risk.
10. Artificial Intelligence and Chatbot Services
(a) Our Services may include features or functionality powered by artificial intelligence ("AI") such as chatbots designed to answer questions provide general information about the real estate buying and selling process, and draft content for Users to display in our Services. By using our AI services, you acknowledge and agree that: (i) You understand you may be interacting with AI; (ii) AI responses are not professional real estate, legal, or financial advice, (iii) you will not rely solely on AI responses for real estate decisions; and (iv) you understand the limitations of automated, AI-generated responses.
(b) We make no representations or warranties regarding: (i) completeness or accuracy of AI-generated information; (ii) suitability of AI responses for your specific situation; (iii) real estate market data provided through AI systems; or (iv) property valuations or market analysis from automated systems.
11. Representations and warranties
In addition to any other representations and warranties set forth in these Terms:
(a) Seller Warranties. If you are a seller, you represent and warrant that: (i) all listing information you provide through the Services, including property details, pricing, photographs, and descriptions, is complete, true, and accurate to the best of your knowledge; (ii) any documents you provide, including title reports, disclosures, or identification documents, are authentic and accurately reflect the property and your legal right to sell it; and (iii) you have not omitted any material information that would reasonably affect a buyer's decision to purchase the property.
(b) Buyer Warranties. If you are a buyer, you represent and warrant that: (i) all information you provide in connection with an offer, including your identity and contact information, is complete, true, and accurate; (ii) any documents you choose to provide to a seller, such as Proof of Funds, Mortgage Financing Approval, Letters of Introduction, or contingencies, are accurate, authentic, and not misleading; and (iii) you will only make offers in good faith and with the intent to complete a purchase if your offer is accepted.
12. Privacy
We reserve the right, and you authorize us, to the use and assignment of all information submitted or collected by or about you on or through the Cuentra Services in accordance with our Privacy Policy.
13. Location
The Cuentra Services are controlled and operated from the United States, and are not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in these Terms. The Cuentra Services may not be appropriate or available for use in some jurisdictions outside of the United States. If you use the Cuentra Services, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Cuentra Services' availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
14. Indemnification
To the extent permitted by law, you agree to indemnify, defend and hold us and our affiliates and each of their respective partners, members, officers, directors, agents, attorneys, employees, subcontractors, successors, and assigns (collectively, "Cuentra Parties") harmless from any liability, loss, claim and expense related to your (a) violation of these Terms, (b) violation of applicable law or third‑party rights (including, without limitation, patent, trademark, copyright, trade secret or other intellectual property rights), (c) willful misconduct or gross negligence and (d) use of the Cuentra Services.
At Cuentra's sole option, you agree that Cuentra may elect to exercise sole control of the defense or settlement of any third-party claims subject to this Section. This does not limit any of your indemnification obligations hereunder. In such instance, you agree to cooperate with us and the Cuentra Parties in defending such claims, and pay all fees, costs and expenses associated with defending such claims (including, but not limited to, reasonable attorneys' fees).
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUENTRA AND THE CUENTRA PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY-WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY OR OTHERWISE-FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST DATA, OR LOST PROFITS, EVEN IF WE OR ANY CUENTRA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY OR THE AGGREGATE LIABILITY OF ANY CUENTRA PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS AND/OR THE CUENTRA SERVICES EXCEED THE LESSER OF $100 USD OR THE AMOUNT PAID BY YOU FOR THE CUENTRA SERVICES IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO THE LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
16. Disclaimer of Warranties
(a) EXCEPT AS EXPRESSLY PROVIDED IN WRITING BY US, THE CUENTRA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT THE CUENTRA SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. CUENTRA STRIVES TO MAINTAIN ACCURATE AND CURRENT DATA ON OUR SERVICES, BUT WE DO NOT GUARANTEE ITS ACCURACY OR TIMELINESS. WE ARE NOT LIABLE FOR ANY ACTIONS OF THIRD PARTIES (INCLUDING ANY USERS) OR ANY CONTENT POSTED BY OTHERS (INCLUDING USER CONTENT OR THIRD-PARTY CONTENT). YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CUENTRA SERVICES.
(b) WE MAY MAKE CHANGES TO THE FEATURES, FUNCTIONALITY OR CONTENT OF THE CUENTRA SERVICES AT ANY TIME. WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO EDIT OR DELETE ANY CONTENT APPEARING ON THE CUENTRA SERVICES.
(c) CUENTRA MAKES AVAILABLE A TECHNOLOGY PLATFORM DESIGNED TO OFFER INFORMATION AND TOOLS THAT MAY ASSIST HOME SELLERS, BUYERS, OR OTHER USERS WITH CERTAIN ASPECTS OF RESIDENTIAL REAL ESTATE TRANSACTIONS. THE SERVICES ARE PROVIDED SOLELY FOR FACILITATION PURPOSES AND YOU ARE SOLELY RESPONSIBLE FOR ANY TRANSACTION THAT RESULTS FROM YOUR USE OF THE SERVICES. CUENTRA DOES NOT ENGAGE IN THE BUSINESS OF PROVIDING REAL ESTATE BROKERAGE, LEGAL, TAX, ACCOUNTING, INVESTMENT, OR ANY OTHER PROFESSIONAL ADVISORY SERVICES. USERS SHOULD ALWAYS CONSULT WITH QUALIFIED PROFESSIONALS FOR GUIDANCE REGARDING THE SALE OR PURCHASE OF A HOME OR ANY RELATED PROFESSIONAL MATTERS. ANY DECISIONS MADE BY USERS BASED ON INFORMATION AND/OR TOOLS PROVIDED THROUGH THE SERVICES ARE SOLELY THE RESPONSIBILITY OF THE USER. CUENTRA ASSUMES NO RESPONSIBILITY FOR ANY RESULT OR CONSEQUENCE RELATED DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION THAT YOU OR ANY USER TAKES BASED ON THE SERVICES OR ANY OTHER INFORMATION AND/OR TOOLS AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES.
17. Term, Termination, and Suspension
(a) These Terms commence on the Effective Date and will remain in effect until terminated in accordance with this Section.
(b) Unless otherwise agreed in writing, Cuentra may suspend or terminate your access to the Services (including your Cuentra Account or Credentials), and the licenses granted herein, at any time in its sole discretion, including if: (i) you violate these Terms, your warranties or any other agreement governing your use of the Services; (ii) you infringe, or are alleged to have infringed, the intellectual property or other rights of a third party; or (iii) your use of the Services creates, or could reasonably create, risk or potential legal exposure or other risk for Cuentra.
(c) Cuentra's termination of these Terms does not relieve you of any obligations incurred prior to termination, including without limitation any indemnification obligations, nor does it limit any liability you may otherwise have to Cuentra.
(d) Upon expiration or termination, all rights and licenses granted to you under these Terms will immediately cease.
(e) The provisions of these Terms that are intended to survive will survive termination or expiration of these Terms, including but not limited to: Fees; Intellectual Property Ownership; Privacy; Termination; Indemnification; Limitation of Liability; Disclaimer of Warranties; Arbitration and Dispute Resolution; and Miscellaneous.
18. Governing Law and Venue
These Terms shall be governed by the laws of California without regard to conflict of laws principles. Except as otherwise provided in the Arbitration and Dispute Resolution section, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in San Mateo County, California for any actions arising out of or relating to the enforcement of an arbitration award, or for claims seeking injunctive or other equitable relief.
19. Arbitration and Dispute Resolution
(a) These Terms and your use of the Services shall be governed by the laws of the State of California, without regard to its conflict of laws principles, except to the extent governed by the Federal Arbitration Act ("FAA"), which shall apply to the interpretation and enforcement of this arbitration provision.
(b) For any dispute, claim, or controversy arising out of or relating to these Terms, including without limitation their breach, termination, enforcement, interpretation, or validity, or your access to or use of the Services (each a "Dispute"), you agree to first contact Cuentra in writing and attempt to resolve the Dispute informally. If the Dispute is not resolved within thirty (30) days from the date Cuentra receives your notice of Dispute, it shall be settled by final and binding arbitration administered by the Judicial Arbitration and Mediation Services ("JAMS") pursuant to its Comprehensive Arbitration Rules and Procedures (or, if applicable, the Streamlined Arbitration Rules and Procedures), which are incorporated by reference. Arbitration shall be conducted before a single arbitrator, on an individual basis only, and not as a class, collective, consolidated, or representative action.
i. The arbitrator shall be a retired judge or licensed attorney experienced in commercial and technology law, and shall apply the substantive law of California, consistent with the FAA.
ii. This section constitutes a "written agreement to arbitrate" within the meaning of the FAA.
iii. If the claim does not exceed ten thousand dollars ($10,000), arbitration will be conducted solely on the basis of documents submitted to the arbitrator, unless the arbitrator determines that a hearing is necessary.
iv. CLASS ACTION WAIVER: BY AGREEING TO THESE TERMS, YOU AND CUENTRA EACH WAIVE ANY RIGHT TO PURSUE CLAIMS ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS. ALL CLAIMS AND REMEDIES MUST BE BROUGHT IN YOUR OR CUENTRA'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
v. Notwithstanding anything to the contrary in these Terms or in the JAMS rules, the arbitrator shall have no authority to hear or determine class claims, representative claims, or claims brought on behalf of multiple parties, and may not consolidate proceedings unless both you and Cuentra expressly agree in writing.
vi. Nothing in this arbitration provision shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights, or to address matters relating to your unauthorized access to the Services.
vii. To the extent that any claim is permitted to proceed in court rather than in arbitration, you and Cuentra agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in San Mateo County, California.
20. Miscellaneous
These Terms, including our Listings Policy and AUP, constitute the entire agreement between you and Cuentra regarding the subject matter herein and supersede all prior communications, representations, and agreements, whether oral, written, or otherwise, about such subject matter. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights on any other person or entity. If any provision of these Terms is unlawful, void or unenforceable, that provision shall be deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. You agree that communications and transactions between you and Cuentra may be conducted electronically. Cuentra will not be responsible for any delay or failure to perform any part of these Terms or provide any part of the Services to the extent such delay or failure results from causes beyond its reasonable control. You may not assign or transfer these Terms, by operation of law or otherwise, without Cuentra's prior written consent.
21. Contact
If you have any questions or comments regarding the Cuentra Services or these Terms, please contact us at info@cuentra.co.
Last Updated: January 8, 2026
These Terms of Service ("Terms") create a legal agreement between you ("You", "Your", "Customer") and Cuentra LLC ("Cuentra," "we," "us," or "our"). These Terms apply to your use of: (i) our website currently available at www.cuentra.co, including all of its subdomains and any content or information available on this website (the "Website"); (ii) our platform including any associated technology we provide to manage and deliver our products and services including our mobile app; and (iii) any other products or services that we may offer and that link to these Terms (collectively, the "Services"). By clicking on the "Accept" button for these Terms, registering online, by signing an agreement that incorporates these Terms by reference, or by accessing or using the Services, you are indicating acceptance of these Terms by you and, if applicable, your employer or other business entity on whose behalf you receive Services. These Terms take effect when you accept these Terms, or if earlier, when you access or use any of the Services (the "Effective Date").
Cuentra may amend or modify these Terms at any time by posting the revised agreement on the Cuentra Website and/or providing a copy to you. The revised Terms will be effective at the time they are posted. Your continued use of the Cuentra Services after the posting of the revised Terms constitutes your acceptance of the revised Terms. If you do not consent to any such modification, your sole and exclusive remedy is to terminate use of the Cuentra Services and close your Cuentra Account (if any).
ARBITRATION NOTICE. PLEASE BE AWARE THAT SECTION 19 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND CUENTRA, OR OTHERWISE ARISING OUT OF THESE TERMS. AMONG OTHER THINGS, THAT SECTION INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND CUENTRA, OR OTHERWISE ARISING OUT OF THESE TERMS, WILL BE RESOLVED BY BINDING AND FINAL ARBITRATION, AND INCLUDES A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 19 CAREFULLY.
1. Overview of Cuentra
Cuentra is a community platform that connects real estate buyers, sellers, and other users who may be involved in or assist with the real estate buying and selling process (each a "User") directly, without the use of traditional agents or brokers. Users can create listings ("Listings"), communicate with prospective buyers or sellers, and access tools to support the transaction process. Users may also be providers of services related to the real estate buying or selling process.
2. Eligibility and Account Creation
(a) To use the Cuentra Services, you must be at least 18 years old, have a U.S.-issued ID (for certain aspects of the Cuentra Services), and be legally capable of entering into binding contracts. By accessing or using the Cuentra Services, you represent and warrant that you meet these eligibility requirements.
(b) If you represent your employer or another entity, you represent that you have full legal authority to bind it to these Terms, and that by registering or using the Services, you agree to these Terms on its behalf, which will then be binding on that entity. You are deemed to be an authorized representative if you register using your employer's or that entity's email address or otherwise use the Services on behalf of your employer or other entity.
(c) To access the Services, you may need to register and create an account (a "Cuentra Account") using accurate, complete, and current information, including your billing and contact details. You may not impersonate any person or entity or misrepresent your affiliation with any person or entity.
(d) You are responsible for safeguarding your login credentials ("Credentials") and must not disclose them to third parties. You remain solely responsible for all activity under your Cuentra Account or Credentials, authorized by you or not, and you hereby release Cuentra from any and all liability concerning such activities or actions. You must promptly notify Cuentra of any unauthorized use of your Cuentra Account or Credentials.
3. User Conduct
You agree to use the Cuentra Services only for lawful purposes. You may not:
(a) publish, distribute, duplicate, sell, re-sell, disclose, frame, market, license, sublicense, rent, lease, display, provide, transfer or make available the Services to any third party including any content available therefrom;
(b) decompile, reverse engineer, disassemble, enhance, or otherwise make any attempt to discover the source code of, hack, or create derivative works from the Services including any content displayed or available therefrom or any portion thereof;
(c) edit, remove, obscure or alter any credits, watermarks, attributions, trade names, trademarks, logos, service marks or copyright notices on the Services, including any content available, or remove or obscure the attribute/hyperlink to Cuentra and the Website;
(d) use any robot, spider or other similar automatic technology, process or means to access or use the Services for any purpose, including monitoring or copying any of the material on the Services;
(e) Use any manual process or means to monitor or copy any of the material on the Services or for any other unauthorized purpose;
(f) engage in any action or practice that disparages or devalues Cuentra, the Services, or the reliability, reputation or goodwill of any of the foregoing, or engage in any action or practice that might impede the performance reliability or quality of the Services;
(g) access or use the Services to develop, enhance, or create a competitive product or service;
(h) engage in any fraudulent or illegal activity; or
(i) use the Services to introduce any malicious code, including but not limited to viruses, worms, Trojan horses, spyware, adware, ransomware, or any other harmful, invasive, or disruptive software or code designed to interfere with, damage, or gain unauthorized access to any part of the Services.
We reserve the right to terminate or suspend your access to our Services for any actual or reasonably suspected violation of these Terms.
4. Property Tour Scheduling
The Services enable Users to arrange property tours directly. Cuentra itself does not conduct, supervise, or participate in such tours.
(a) If you utilize the Services to schedule or conduct property tours, you shall comply with the following: (i) Users are solely responsible for their conduct, communications, and safety during property tours, (ii) sellers must ensure the property is in a safe condition and that any sensitive or valuable items are secured prior to showings, (iii) buyers are responsible for exercising reasonable care, genuine interest and respect when touring a property, (iv) Users must comply with all applicable federal, state, and local laws, including fair housing laws prohibiting discrimination based on race, color, religion, sex, disability, familial status, national origin, or other protected characteristics, and (v) Users should promptly report suspicious or unsafe behavior to authorities and notify Cuentra in writing.
(b) To the maximum extent permitted by law, Cuentra disclaims all liability for any injury, loss, damage, misrepresentation, fraud, or other issues arising out of or related to property tours arranged through the Services. This includes, without limitation, risks of personal injury, property damage, disputes between Users, scheduling issues, or data inaccuracies regarding the property.
5. User Content
Certain features of the Services allow Users to upload or create photos, videos, images, comments, messages, Listings and other materials ("User Content"). Except for the limited licenses granted in these Terms, you retain all copyright and other proprietary rights you may have in the User Content.
License Grant to Cuentra. By submitting or posting User Content through the Services, you hereby grant to Cuentra a worldwide, non-exclusive, irrevocable, transferable, royalty-free, fully paid license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for formatting and display purposes, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or later developed, for the purposes of providing the Services to you and other Users and for Cuentra's legitimate business uses.
License Grant to Other Users. By sharing User Content through the Services, you grant other Users of the Services a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Services.
User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of sharing it. By providing User Content, you represent and warrant that:
(a) You are the creator and owner of the User Content, or you have the necessary licenses, rights, consents, and permissions to authorize Cuentra and other Users to use and distribute your User Content as described herein.
(b) To the extent the User Content is a Listing, you shall comply with the following Listings Quality Policy (the "Listings Policy"):
i. Authorized Advertising and Listings. The right to advertise Listings is strictly reserved for the property owner(s), including rental owners or builders of new construction homes.
ii. Listing Accuracy and Duplicate. In the event of an erroneous submission for a property where you lack legal ownership, you are required to immediately remove the Listing. We strictly prohibit duplicate entries for the same property.
iii. Complete Address Requirements. To maintain Listing authenticity and transparency, every Listing published directly through the Services must display the full property address, including the street number and name. Partial or concealed addresses are not permitted.
iv. Permitted Property Categories. Our Services exclusively accommodate residential real estate Listings. You are prohibited from posting Properties involving timeshare arrangements, fractional ownership interests or commercial real estate.
v. Restrictions on Marketing Materials. Listing content, including photographs, videos, and textual descriptions, must not contain promotional elements such as business names, corporate logos, watermarks, contact details, or other advertising materials.
(c) Cuentra is committed to equality and respect for all individuals. If you post any User Content to the Services, you understand that your User Content will be publicly visible and other Users will have access to your User Content. You and your User Content must comply with our acceptable use policy ("AUP") below. We reserve the right to take action if you do not comply with our AUP, including removing Listings, limiting access to our Services, or suspending your Cuentra Account. You are prohibited from posting any User Content that:
i. Contains threatening language, profanity, insults, or other hostile conduct;
ii. Involves sexual, pornographic, or explicit material;
iii. Discloses personal or sensitive information without authorization or in violation of applicable law;
iv. Is unlawful, abusive, harassing, discriminatory, or otherwise objectionable;
v. Promotes, depicts, or encourages violence or physical harm;
vi. Misrepresents identity, including impersonating another person or falsely claiming an affiliation with an individual or organization;
vii. Includes false statements or content that defames, disparages, or injures the reputation of others;
viii. Exploits, endangers, or otherwise harms minors;
ix. Results in, or attempts to cause Cuentra to violate applicable laws or regulations;
x. Violates the legal rights of others, including intellectual property or proprietary rights;
xi. Promotes or markets products or services without authorization or contrary to these Terms; or
xii. Is intended to spam, mislead, deceive, or otherwise manipulate others.
User Content Disclaimer. Cuentra does not control, verify, or endorse User Content and is not responsible for it. Cuentra may, at any time and in its sole discretion, remove, edit, or restrict access to any User Content for any reason or no reason, including but not limited to instances where such User Content violates these Terms, is inaccurate, offensive, or otherwise objectionable in Cuentra's sole discretion. You acknowledge that by using the Services, you may be exposed to User Content that is inaccurate, offensive, misleading, or otherwise objectionable. You agree to waive, and do waive, any legal or equitable rights or remedies you may have against Cuentra with respect to such User Content.
Monitoring. Cuentra is not obligated to monitor User Content or any Third-Party Content, but may do so at Cuentra's discretion, including for operational, compliance, or other purposes. If Cuentra elects to monitor, it assumes no responsibility for the User Content. Information may be examined, recorded, copied, and used in accordance with the Cuentra Privacy Policy.
6. Digital Millennium Copyright Act (DMCA) Policy
(a) DMCA Notice. If you believe material available on or through the Services infringes your copyright or other intellectual property rights, you may submit a notice to our designated agent at:
(b) Designated Agent Contact Information
Cuentra LLC
Attn: Copyright Agent
1180 San Carlos Ave, #118
San Carlos, CA 94070
Phone Number: 650.690.5109
Email: Legal@cuentra.co
Any notice alleging that materials hosted on or distributed through the Services infringe intellectual property rights must include the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right that is allegedly infringed;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of the material you claim is infringing and where it is located on the Services;
4. your name, address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of such owner.
(c) Repeat Infringers. Cuentra will promptly terminate, in appropriate circumstances, the Cuentra Accounts or Credentials of Users determined by Cuentra to be repeat infringers.
7. Fees
We currently charge a technology platform fee for use of our Services, but we may charge other or different fees in the future. Our fees may apply to sellers, buyers, or both, and it excludes all applicable taxes, other than taxes on our income. Current fees are published on our Website and may be updated from time to time at our discretion. By using the Services, you agree to pay the fees in effect at the time they are incurred. All purchases are non-cancelable and non-refundable. Any updates will apply prospectively and will not affect amounts already paid. Please note that this fee is not a real estate commission, but solely a charge for access to and use of our Services.
8. Intellectual Property Ownership and Limited License
The Cuentra Services, including the text, images, photographs, videos, information, data, software, and other content and materials contained therein (and the selection, arrangement and presentation thereof), are owned by us or our licensors and are protected under both U.S. and international laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license only to access and use our Services for non-commercial, personal purposes. Cuentra does not grant you any rights in its marks or any other product or service name or slogan contained on our Services. Any other access, use, copying, distribution, retransmission or modification of our Services, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.
If you are a business User, you hereby grant to Cuentra a license to use your business name and logo for inclusion in Cuentra's customer list, marketing materials, case studies, or similar promotional materials.
9. Third-Party Links and Content
(a) The Cuentra Services may contain links to third-party websites, advertisers, products, services, or other activities or events that are not owned or controlled by Cuentra (collectively, "Third-Party Content"). Your dealings or correspondence with Third-Party Content and your use of or interaction with any Third-Party Content are solely between you and the third party.
(b) Cuentra may use a third-party payment processor to process any payments between you and Cuentra. We currently use Stripe, Inc. ("Stripe") as our payment processor. Unless Cuentra requires you to use another payment processor, you consent to the additional applicable Stripe terms, which you can find at https://stripe.com/legal. Stripe may request that the Customer will provide certain personal data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. We also use Stripe to verify your identity; however, we do not collect or store any biometric data.
(c) We do not control, endorse or adopt any Third-Party Content and make no representation or warranties of any kind regarding Third-Party Content or the privacy practices of any third parties, and your access to and use of such Third-Party Content and interaction with such third parties is at your own risk.
10. Artificial Intelligence and Chatbot Services
(a) Our Services may include features or functionality powered by artificial intelligence ("AI") such as chatbots designed to answer questions provide general information about the real estate buying and selling process, and draft content for Users to display in our Services. By using our AI services, you acknowledge and agree that: (i) You understand you may be interacting with AI; (ii) AI responses are not professional real estate, legal, or financial advice, (iii) you will not rely solely on AI responses for real estate decisions; and (iv) you understand the limitations of automated, AI-generated responses.
(b) We make no representations or warranties regarding: (i) completeness or accuracy of AI-generated information; (ii) suitability of AI responses for your specific situation; (iii) real estate market data provided through AI systems; or (iv) property valuations or market analysis from automated systems.
11. Representations and warranties
In addition to any other representations and warranties set forth in these Terms:
(a) Seller Warranties. If you are a seller, you represent and warrant that: (i) all listing information you provide through the Services, including property details, pricing, photographs, and descriptions, is complete, true, and accurate to the best of your knowledge; (ii) any documents you provide, including title reports, disclosures, or identification documents, are authentic and accurately reflect the property and your legal right to sell it; and (iii) you have not omitted any material information that would reasonably affect a buyer's decision to purchase the property.
(b) Buyer Warranties. If you are a buyer, you represent and warrant that: (i) all information you provide in connection with an offer, including your identity and contact information, is complete, true, and accurate; (ii) any documents you choose to provide to a seller, such as Proof of Funds, Mortgage Financing Approval, Letters of Introduction, or contingencies, are accurate, authentic, and not misleading; and (iii) you will only make offers in good faith and with the intent to complete a purchase if your offer is accepted.
12. Privacy
We reserve the right, and you authorize us, to the use and assignment of all information submitted or collected by or about you on or through the Cuentra Services in accordance with our Privacy Policy.
13. Location
The Cuentra Services are controlled and operated from the United States, and are not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in these Terms. The Cuentra Services may not be appropriate or available for use in some jurisdictions outside of the United States. If you use the Cuentra Services, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Cuentra Services' availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
14. Indemnification
To the extent permitted by law, you agree to indemnify, defend and hold us and our affiliates and each of their respective partners, members, officers, directors, agents, attorneys, employees, subcontractors, successors, and assigns (collectively, "Cuentra Parties") harmless from any liability, loss, claim and expense related to your (a) violation of these Terms, (b) violation of applicable law or third‑party rights (including, without limitation, patent, trademark, copyright, trade secret or other intellectual property rights), (c) willful misconduct or gross negligence and (d) use of the Cuentra Services.
At Cuentra's sole option, you agree that Cuentra may elect to exercise sole control of the defense or settlement of any third-party claims subject to this Section. This does not limit any of your indemnification obligations hereunder. In such instance, you agree to cooperate with us and the Cuentra Parties in defending such claims, and pay all fees, costs and expenses associated with defending such claims (including, but not limited to, reasonable attorneys' fees).
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUENTRA AND THE CUENTRA PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY-WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY OR OTHERWISE-FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST DATA, OR LOST PROFITS, EVEN IF WE OR ANY CUENTRA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY OR THE AGGREGATE LIABILITY OF ANY CUENTRA PARTIES, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS AND/OR THE CUENTRA SERVICES EXCEED THE LESSER OF $100 USD OR THE AMOUNT PAID BY YOU FOR THE CUENTRA SERVICES IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO THE LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
16. Disclaimer of Warranties
(a) EXCEPT AS EXPRESSLY PROVIDED IN WRITING BY US, THE CUENTRA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT THE CUENTRA SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. CUENTRA STRIVES TO MAINTAIN ACCURATE AND CURRENT DATA ON OUR SERVICES, BUT WE DO NOT GUARANTEE ITS ACCURACY OR TIMELINESS. WE ARE NOT LIABLE FOR ANY ACTIONS OF THIRD PARTIES (INCLUDING ANY USERS) OR ANY CONTENT POSTED BY OTHERS (INCLUDING USER CONTENT OR THIRD-PARTY CONTENT). YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CUENTRA SERVICES.
(b) WE MAY MAKE CHANGES TO THE FEATURES, FUNCTIONALITY OR CONTENT OF THE CUENTRA SERVICES AT ANY TIME. WE RESERVE THE RIGHT IN OUR SOLE DISCRETION TO EDIT OR DELETE ANY CONTENT APPEARING ON THE CUENTRA SERVICES.
(c) CUENTRA MAKES AVAILABLE A TECHNOLOGY PLATFORM DESIGNED TO OFFER INFORMATION AND TOOLS THAT MAY ASSIST HOME SELLERS, BUYERS, OR OTHER USERS WITH CERTAIN ASPECTS OF RESIDENTIAL REAL ESTATE TRANSACTIONS. THE SERVICES ARE PROVIDED SOLELY FOR FACILITATION PURPOSES AND YOU ARE SOLELY RESPONSIBLE FOR ANY TRANSACTION THAT RESULTS FROM YOUR USE OF THE SERVICES. CUENTRA DOES NOT ENGAGE IN THE BUSINESS OF PROVIDING REAL ESTATE BROKERAGE, LEGAL, TAX, ACCOUNTING, INVESTMENT, OR ANY OTHER PROFESSIONAL ADVISORY SERVICES. USERS SHOULD ALWAYS CONSULT WITH QUALIFIED PROFESSIONALS FOR GUIDANCE REGARDING THE SALE OR PURCHASE OF A HOME OR ANY RELATED PROFESSIONAL MATTERS. ANY DECISIONS MADE BY USERS BASED ON INFORMATION AND/OR TOOLS PROVIDED THROUGH THE SERVICES ARE SOLELY THE RESPONSIBILITY OF THE USER. CUENTRA ASSUMES NO RESPONSIBILITY FOR ANY RESULT OR CONSEQUENCE RELATED DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION THAT YOU OR ANY USER TAKES BASED ON THE SERVICES OR ANY OTHER INFORMATION AND/OR TOOLS AVAILABLE THROUGH OR IN CONNECTION WITH THE SERVICES.
17. Term, Termination, and Suspension
(a) These Terms commence on the Effective Date and will remain in effect until terminated in accordance with this Section.
(b) Unless otherwise agreed in writing, Cuentra may suspend or terminate your access to the Services (including your Cuentra Account or Credentials), and the licenses granted herein, at any time in its sole discretion, including if: (i) you violate these Terms, your warranties or any other agreement governing your use of the Services; (ii) you infringe, or are alleged to have infringed, the intellectual property or other rights of a third party; or (iii) your use of the Services creates, or could reasonably create, risk or potential legal exposure or other risk for Cuentra.
(c) Cuentra's termination of these Terms does not relieve you of any obligations incurred prior to termination, including without limitation any indemnification obligations, nor does it limit any liability you may otherwise have to Cuentra.
(d) Upon expiration or termination, all rights and licenses granted to you under these Terms will immediately cease.
(e) The provisions of these Terms that are intended to survive will survive termination or expiration of these Terms, including but not limited to: Fees; Intellectual Property Ownership; Privacy; Termination; Indemnification; Limitation of Liability; Disclaimer of Warranties; Arbitration and Dispute Resolution; and Miscellaneous.
18. Governing Law and Venue
These Terms shall be governed by the laws of California without regard to conflict of laws principles. Except as otherwise provided in the Arbitration and Dispute Resolution section, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in San Mateo County, California for any actions arising out of or relating to the enforcement of an arbitration award, or for claims seeking injunctive or other equitable relief.
19. Arbitration and Dispute Resolution
(a) These Terms and your use of the Services shall be governed by the laws of the State of California, without regard to its conflict of laws principles, except to the extent governed by the Federal Arbitration Act ("FAA"), which shall apply to the interpretation and enforcement of this arbitration provision.
(b) For any dispute, claim, or controversy arising out of or relating to these Terms, including without limitation their breach, termination, enforcement, interpretation, or validity, or your access to or use of the Services (each a "Dispute"), you agree to first contact Cuentra in writing and attempt to resolve the Dispute informally. If the Dispute is not resolved within thirty (30) days from the date Cuentra receives your notice of Dispute, it shall be settled by final and binding arbitration administered by the Judicial Arbitration and Mediation Services ("JAMS") pursuant to its Comprehensive Arbitration Rules and Procedures (or, if applicable, the Streamlined Arbitration Rules and Procedures), which are incorporated by reference. Arbitration shall be conducted before a single arbitrator, on an individual basis only, and not as a class, collective, consolidated, or representative action.
i. The arbitrator shall be a retired judge or licensed attorney experienced in commercial and technology law, and shall apply the substantive law of California, consistent with the FAA.
ii. This section constitutes a "written agreement to arbitrate" within the meaning of the FAA.
iii. If the claim does not exceed ten thousand dollars ($10,000), arbitration will be conducted solely on the basis of documents submitted to the arbitrator, unless the arbitrator determines that a hearing is necessary.
iv. CLASS ACTION WAIVER: BY AGREEING TO THESE TERMS, YOU AND CUENTRA EACH WAIVE ANY RIGHT TO PURSUE CLAIMS ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS. ALL CLAIMS AND REMEDIES MUST BE BROUGHT IN YOUR OR CUENTRA'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
v. Notwithstanding anything to the contrary in these Terms or in the JAMS rules, the arbitrator shall have no authority to hear or determine class claims, representative claims, or claims brought on behalf of multiple parties, and may not consolidate proceedings unless both you and Cuentra expressly agree in writing.
vi. Nothing in this arbitration provision shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of that party's intellectual property rights, or to address matters relating to your unauthorized access to the Services.
vii. To the extent that any claim is permitted to proceed in court rather than in arbitration, you and Cuentra agree to submit to the exclusive jurisdiction and venue of the state and federal courts located in San Mateo County, California.
20. Miscellaneous
These Terms, including our Listings Policy and AUP, constitute the entire agreement between you and Cuentra regarding the subject matter herein and supersede all prior communications, representations, and agreements, whether oral, written, or otherwise, about such subject matter. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights on any other person or entity. If any provision of these Terms is unlawful, void or unenforceable, that provision shall be deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. You agree that communications and transactions between you and Cuentra may be conducted electronically. Cuentra will not be responsible for any delay or failure to perform any part of these Terms or provide any part of the Services to the extent such delay or failure results from causes beyond its reasonable control. You may not assign or transfer these Terms, by operation of law or otherwise, without Cuentra's prior written consent.
21. Contact
If you have any questions or comments regarding the Cuentra Services or these Terms, please contact us at info@cuentra.co.