Terms of Service

1. Nature of the Service

Unlocked is a supplemental study tool designed to help students prepare for the New York Real Estate Salesperson licensing examination. It is not a replacement for the required New York State-approved 77-hour qualifying education course, which must be completed through a licensed school before you may sit for the examination.

Passing the licensing examination depends on many individual factors. Unlocked makes no guarantee of examination passage. All content is provided for educational purposes only and does not constitute professional, legal, regulatory, or financial advice.

2. Eligibility

You must be at least 18 years old to create an account and purchase access to Unlocked. By registering, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into a binding agreement; (c) you are not barred from receiving services under applicable law; and (d) all information you provide is accurate and complete.

3. License Grant

Subject to your compliance with these Terms and payment of applicable fees, Unlocked grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your own personal, non-commercial study purposes in connection with the New York Real Estate Salesperson licensing examination.

This license does not include any right to: (a) resell or commercially exploit the Service or any of its content; (b) reproduce, distribute, publicly display, or create derivative works from any content; (c) use data mining, robots, scrapers, or similar automated tools; (d) use the Service to train, develop, or improve any artificial intelligence model, competing product, or competing service; or (e) sublicense or transfer your access rights to any third party.

Any rights not expressly granted herein are reserved by Unlocked.

4. Account Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Account sharing is strictly prohibited. Each account may only be used by a single named individual. If we detect account sharing, credential sharing, or concurrent access from multiple devices or locations inconsistent with individual use, we reserve the right to immediately suspend or permanently terminate your account without notice and without refund.

You agree to notify us immediately at support@passunlocked.com if you suspect any unauthorized access to or use of your account.

5. Intellectual Property and Proprietary Rights

The Service and all of its content (including but not limited to study modules, flashcard sets, practice examination questions and answer explanations, AI study buddy prompts and system architecture, user interface design, graphics, text, software, data compilations, and the selection and arrangement thereof) are the exclusive property of Unlocked or its licensors and are protected by United States and international copyright, trademark, trade secret, and other intellectual property laws.

The “Unlocked” name, logo, and all related product and service names, design marks, and slogans are trademarks or service marks of Unlocked. You may not use any Unlocked trademark without our prior written consent.

The structure, sequence, organization, and curation of Unlocked’s content (including its question pools, module architecture, and Carl’s system prompt) constitute protectable trade secrets. Any disclosure, reverse engineering, or misappropriation of these trade secrets is a violation of applicable law and these Terms, and may subject you to legal action.

Study content is derived from publicly available sources including the New York Department of State official curriculum, NY Real Property Law, and relevant federal statutes. Its selection, compilation, and presentation in the Service is original and protectable.

You retain ownership of any content you submit to the Service (e.g., messages to Carl). By submitting content, you grant Unlocked a worldwide, royalty-free, perpetual, irrevocable license to use, store, and display that content solely to operate and improve the Service.

6. Copyright Infringement (DMCA)

Unlocked respects intellectual property rights. If you believe that content on the Service infringes your copyright, you may submit a notice to our designated agent at support@passunlocked.com with the following information as required under the Digital Millennium Copyright Act (17 U.S.C. § 512):

• A physical or electronic signature of the copyright owner or authorized agent
• Identification of the copyrighted work claimed to be infringed
• Identification of the material claimed to be infringing and its location on the Service
• Your contact information (name, address, telephone, email)
• A statement that you have a good-faith belief that the use is not authorized
• A statement, under penalty of perjury, that the information in the notice is accurate

We reserve the right to terminate accounts of repeat infringers.

7. Purchases, Pricing, and Access

The Service has a free tier (study modules, practice exams, flashcards, glossary, and limited Carl access) and a paid Unlocked Pro tier billed monthly. All prices are in U.S. dollars and are displayed at checkout. Taxes may apply depending on your location and will be calculated at checkout.

Unlocked Pro is a recurring monthly subscription, automatically renewed at the end of each billing period until cancelled. You may cancel at any time from your Billing page; cancellation takes effect at the end of your current billing period. No partial refunds are issued for unused time within an active period, and all payments are final. See our Cancellation Policy for full details.

Legacy Unlocked Access purchasers. Customers who purchased the prior one-time Unlocked Access plan retain access for nine (9) months from the date of purchase. At the end of that nine-month period, their paid access will expire and they may continue on Unlocked Pro at the then-current price. Study progress for legacy purchasers will be preserved for an additional thirty (30) days after expiration; after that period, we may permanently delete progress and make no guarantee that it can be recovered.

We reserve the right to update pricing at any time; however, price changes will not affect purchases or billing periods already completed. In the event of a pricing error, we reserve the right to cancel the affected order before access is granted; no refund is owed if access has not yet been provided.

8. Cancellations & No Refunds

You may cancel Unlocked Pro at any time from your Billing page; cancellation takes effect at the end of your current billing period. All payments are final and non-refundable, including the current billing period at the time of cancellation. We do not issue partial or pro-rated refunds. See our Cancellation Policy for full details. Accounts suspended or terminated for violations of these Terms are not eligible for any refund and remain billable through the end of their current period.

9. AI Features Disclaimer

The Service includes AI-powered features, including Carl (the chat study buddy), the listing fair-housing audit, Carl’s daily brief, and AI-generated summaries, recommendations, and rewrites produced throughout the Service (collectively, the “AI Features”). The AI Features are provided for educational purposes only and may contain errors, omissions, or outdated information. They do not constitute legal, financial, real estate, regulatory, or any other form of professional advice. Calculator math is deterministic; the surrounding interpretation is AI-generated and may contain errors. For the full AI Features disclaimer, see our AI Disclaimer, which is incorporated into these Terms by reference.

9A. User Submissions to AI Features

When you paste content into an AI Feature (for example, a listing description into the listing audit, an address into the NYC Property Check, or a question to Carl), you represent and warrant that:

• You have the right to submit the content for analysis.
• The content does not contain personal information about identifiable third parties (tenants, applicants, sellers, clients) without those individuals’ consent.
• The content does not infringe any third party’s intellectual property, privacy, or other rights.
• You will independently verify any output before relying on it for any consequential decision, including before publishing a listing, advising a client, or making a representation to a regulator or counterparty.

You retain ownership of content you submit. You grant Unlocked a worldwide, royalty-free, perpetual, irrevocable license to process, store, and display your submissions solely as necessary to deliver and improve the Service. We may transmit your submissions to AI infrastructure providers (currently Anthropic) for processing, subject to those providers’ commercial terms. Your responsibility for the content of any listing you ultimately publish, any document you ultimately deliver, or any advice you ultimately give to a client is yours alone, regardless of whether the AI Features played any role in its production.

10. Prohibited Conduct

You agree not to, and will not assist, encourage, or enable any third party to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation
• Share, sell, transfer, or otherwise grant access to your account to any third party
• Reverse engineer, decompile, disassemble, or attempt to derive source code or trade secrets from the Service
• Scrape, crawl, spider, or use any automated tool to access, extract, or index any content from the Service
• Use any content from the Service to create, train, or improve a competing or similar product or service
• Access the Service if you are employed by, contracted by, or affiliated with a competing exam preparation company or service
• Frame or mirror any part of the Service without our prior written permission
• Interfere with, disrupt, or attempt to gain unauthorized access to the security or integrity of the Service or its infrastructure
• Introduce viruses, malware, or other harmful code
• Use the Service to send unsolicited communications
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Circumvent or attempt to circumvent any access controls, usage limits, or technological protection measures
• Use the Service in any manner that could damage, disable, overburden, or impair its operation

11. Termination

We reserve the right to suspend, restrict, or permanently terminate your account and access to the Service at any time, with or without cause, with or without notice, and without liability to you. Reasons may include (without limitation) violation of these Terms, fraudulent activity, chargebacks, or conduct that we determine to be harmful to the Service or other users.

You may terminate your account at any time by contacting support. Upon termination, your license to use the Service immediately ceases. Sections 5 (Intellectual Property), 10 (Prohibited Conduct), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 15 (Dispute Resolution) survive termination.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLOCKED EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

We do not warrant that: (a) the Service will be uninterrupted, error-free, or secure; (b) any content is accurate, complete, or current; (c) the Service will meet your requirements or expectations; or (d) use of the Service will result in passing any examination. Your use of the Service is entirely at your own risk.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNLOCKED AND ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, BUSINESS DISRUPTION, OR FAILURE TO PASS ANY EXAMINATION, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL UNLOCKED’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO UNLOCKED IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

14. Indemnification

You agree to defend, indemnify, and hold harmless Unlocked and its owners, officers, employees, agents, licensors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of or access to the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property, privacy, or proprietary right; or (d) any content you submit to the Service.

15. Dispute Resolution and Arbitration

Please read this section carefully — it affects your legal rights.

Informal Resolution. Before initiating any formal proceeding, you agree to first contact us at support@passunlocked.com and provide a written description of the dispute. Both parties will attempt to resolve the dispute informally for at least 30 days.

Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, which are available at www.adr.org. The arbitration shall take place in New York, New York, or remotely at your election for claims under $10,000.

Class Action Waiver. YOU AND UNLOCKED EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. All disputes must be brought in your individual capacity only.

Jury Trial Waiver. YOU WAIVE YOUR RIGHT TO A JURY TRIAL for any dispute arising out of or related to these Terms or the Service.

Exceptions. Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including to protect intellectual property rights or trade secrets.

Time Limitation. Any claim must be brought within one (1) year of the date the cause of action arose, or it will be permanently barred.

16. Governing Law

These Terms and any dispute arising from them shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-law provisions. To the extent court proceedings are permitted under these Terms, you consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

17. Force Majeure

Unlocked shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic, government action, war, terrorism, labor disputes, internet or telecommunications failures, or outages of third-party infrastructure or service providers on which the Service depends.

18. Export Compliance

The Service is subject to United States export control laws and regulations. You agree not to export, re-export, or transfer access to the Service to any country, entity, or individual in violation of U.S. export laws, including persons or entities on any U.S. government restricted-party list.

19. Updates to the Service and Terms

We reserve the right to modify the Service, including its features and content, at any time. We will provide notice of material changes to these Terms by updating the “Last updated” date above and, where appropriate, by email. Your continued use of the Service after changes become effective constitutes acceptance of the updated Terms. If you do not agree to any updated Terms, you must stop using the Service.

20. General Provisions

21. Contact

For questions about these Terms, contact us at support@passunlocked.com.