Terms and Conditions

1. Scope of Services

Poised Spaces provides professional virtual staging services, including but not limited to AI-assisted digital room design, property visualization, real estate marketing imagery, and related digital rendering services ("Services"). Services may utilize artificial intelligence (AI) and machine learning technologies to generate, enhance, or modify property images.

Services are tailored to the specific needs of each Client as outlined in any formal proposals, agreements, or statements of work ("Service Agreement") agreed upon by both parties. All Services are provided exclusively for lawful real estate marketing and informational purposes.

2. Acceptance of Terms

By accessing our website or engaging in a Service Agreement with Poised Spaces, you confirm your acceptance of these Terms and agree to comply with all terms, conditions, and policies referenced herein. These Terms apply to all users of the website, including Clients, visitors, and any other parties accessing or using the Services.

3. Client Responsibilities

You agree to:

• a) Provide accurate, complete, and current property information when requested, including property images, floor plans, and materials necessary to complete the agreed-upon virtual staging Services.
• b) Obtain and maintain all necessary permissions, rights, and authorizations to provide us with materials, including property images, floor plans, and any third-party content for use in our Services.
• c) Ensure that all property information and materials you provide do not infringe upon the intellectual property rights of any third party and are not obtained through unlawful means.
• d) Use Poised Spaces' website and Services exclusively for lawful purposes and in compliance with all applicable local, state, national, and international laws, regulations, and industry standards (including real estate advertising disclosure requirements).
• e) Disclose Virtual Staging: You agree to clearly and conspicuously disclose in all property listings, advertisements, MLS entries, and marketing materials that images have been virtually staged using AI or digital enhancement technology. Recommended disclosure language includes: "Image(s) Virtually Staged for Visualization" or "Select photos are virtually staged; no structural changes portrayed." Disclosures must be visible and legible on each edited image and prominently featured in listing descriptions.
• f) Not misrepresent virtually staged images as authentic, unaltered property photographs. Virtual staging images must not be presented in any manner that could deceive potential buyers regarding the actual condition, features, or characteristics of the property.
• g) Not use Poised Spaces' Services for unlawful purposes, including but not limited to fraud, misrepresentation, or any activity that violates fair housing laws, truth-in-advertising requirements (FTC standards), or industry guidelines (NAR Code of Ethics Article 12).
• h) Assume sole responsibility for compliance with all local MLS rules, state advertising standards, and federal regulations governing the use of virtual staging in real estate marketing.

4. Intellectual Property Rights

4.1 Company Ownership and Pre-Existing Materials

Poised Spaces retains all ownership and intellectual property rights to:

• a) All pre-existing materials, design tools, software, algorithms, code, and creative elements, including AI models, machine learning frameworks, and rendering technology used in the course of providing our Services.
• b) All templates, design systems, furniture libraries, and digital assets developed or licensed by Poised Spaces.
• c) Any non-confidential project deliverables, including virtual staging results, which we may use in our portfolio, case studies, marketing materials, or promotional purposes unless otherwise agreed in writing.

4.2 Client License and Ownership of Deliverables

Unless explicitly agreed otherwise in writing:

• a) Upon full payment for Services, Poised Spaces transfers ownership of final virtual staging deliverables produced specifically for the Client's property to the Client.
• b) Until payment is completed, all materials, including design drafts, concepts, preliminary renderings, and work-in-progress files remain the exclusive property of Poised Spaces.
• c) Poised Spaces grants the Client a limited, non-exclusive, non-transferable license to use the virtual staging deliverables solely for: Real estate marketing and listing purposes; Display on MLS systems, real estate portals, and brokerage websites; Print and digital advertising related to the property.
• d) The Client may not: Sublicense, resell, or transfer the deliverables to any third party without written consent; Use deliverables for properties other than those specified in the Service Agreement; Modify, alter, or create derivative works of the deliverables; Use deliverables to train AI models or machine learning systems; Publicly represent deliverables as non-digitally-enhanced or AI-free images.

4.3 Third-Party Assets and Indemnification

• a) You represent and warrant that all materials, images, and content you provide to Poised Spaces are either owned by you, licensed to you, or obtained with proper authorization from the copyright holder.
• b) You indemnify and hold harmless Poised Spaces from any claims, damages, losses, or liabilities arising from your provision of materials that infringe upon third-party intellectual property rights or violate any third-party rights.
• c) Poised Spaces uses licensed digital assets, furniture models, and design elements. You acknowledge that such third-party assets remain subject to their original licenses and restrictions.

5. AI Output Disclaimer and Limitations

5.1 Accuracy and "Hallucinations"

Client acknowledges and agrees that:

• a) Virtual staging images are AI-generated or AI-assisted visual outputs and may contain inaccuracies, distortions, artifacts, or physically impossible elements (collectively, "Hallucinations").
• b) AI-generated images may: Fail to accurately represent actual property dimensions, proportions, or spatial relationships; Include visual elements that do not physically exist in the property; Display furniture, fixtures, or décor in positions or scales that do not match reality; Misrepresent colors, lighting conditions, or material textures; Generate unrealistic or physically impossible scenarios.
• c) Poised Spaces does not warrant the accuracy, realism, or fidelity of AI-generated virtual staging images to the actual property.
• d) Client is solely responsible for evaluating the accuracy and appropriateness of all virtual staging deliverables, including through independent human review and comparison to actual property conditions.

5.2 Limitations on Virtual Staging

Poised Spaces virtual staging Services are designed for decorative and furnishing visualization only. Virtual staging shall NOT:

• a) Remove, conceal, or alter structural defects, damage, stains, or property conditions
• b) Change or modify the layout, structure, or architectural elements of the property
• c) Add, remove, or relocate windows, doors, fireplaces, or other fixed fixtures
• d) Alter flooring, wall colors beyond lighting ambiance, or ceiling heights
• e) Depict renovations, repairs, or architectural modifications
• f) Create false views, landscapes, or external features not visible from the property
• g) Be relied upon for any decision regarding property condition, structural integrity, or value assessment

5.3 No Warranty of Utility or Purpose

Poised Spaces provides virtual staging images on an "as-is" basis without guarantees that:

• a) Images will meet Client's subjective design preferences or aesthetic expectations
• b) Images will appeal to potential buyers or effectively market the property
• c) Images will remain accurate or relevant over time, particularly if property conditions change

6. Payment Terms

6.1 Fees and Taxes

• a) Fees for Services are specified in the Order confirmation and accepted by the Client.
• b) Unless otherwise noted, fees are quoted in U.S. Dollars and are exclusive of applicable taxes, which remain the responsibility of the Client.
• c) Poised Spaces reserves the right to adjust fees upon 30 days' written notice for Services provided beyond the initial Service Agreement scope.

6.2 Payment Schedule

• a) Payment terms, including deposit requirements, installment schedules, and due dates, are outlined in the Service Agreement.
• b) Failure to adhere to the payment schedule may result in suspension or termination of Services.
• c) Poised Spaces reserves the right to charge interest on overdue amounts at the maximum rate permitted by law or 1.5% per month, whichever is less.

6.3 Refunds and Cancellations

• a) Payments for digital virtual staging services are non-refundable once work has commenced, as the Services are instantly delivered and cannot be resold or reused.
• b) If the Client chooses to terminate the Service Agreement prior to completion, the Client remains responsible for all fees for work completed up to the termination date, plus any applicable cancellation fees as specified in the Service Agreement.
• c) Refund requests made within 7 calendar days of service completion may be considered at Poised Spaces' sole discretion if the Client can demonstrate that deliverables fail to meet the specifications outlined in the Service Agreement. Refunds shall not exceed 25% of fees paid.

7. Data Protection and Privacy

7.1 Client Data Security

• a) Poised Spaces commits to maintaining appropriate security safeguards for all Client data, including property images, property information, and personal data, consistent with industry best practices.
• b) Data Protection Measures: Client data will be encrypted in transit and at rest; Access to Client data is restricted to authorized personnel only; Client data is not sold, shared, or disclosed to third parties except as necessary to perform the Services or as required by law; Poised Spaces maintains industry-standard firewall and intrusion detection systems.
• c) Client data will not be used to train AI models, machine learning systems, or other technologies without explicit written consent from the Client.

7.2 Data Retention and Deletion

• a) Poised Spaces retains Client data for the duration of the Service Agreement plus 90 days, after which time Client data will be securely deleted or archived.
• b) Upon Client request, Poised Spaces will delete Client data within 30 days, provided all payment obligations have been satisfied.
• c) Poised Spaces may retain aggregated, de-identified data for analytics and service improvement purposes.

7.3 Legal Compliance

• a) Poised Spaces complies with applicable data protection regulations, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other jurisdictional data privacy laws.
• b) Personal information of individuals under 13 years of age shall not be uploaded or processed through our Services.
• c) Client is responsible for obtaining all necessary consents from property owners, occupants, and any identifiable individuals depicted in property images before providing such images to Poised Spaces.

7.4 Data Breach Notification

In the event of a confirmed data breach affecting Client data, Poised Spaces will notify the Client within 72 hours of discovery and provide details regarding the scope, nature, and remedial actions taken.

8. Confidentiality

8.1 Mutual Confidentiality Obligations

• a) Both Poised Spaces and the Client agree to treat all information provided by the other party as confidential unless explicitly stated otherwise.
• b) Poised Spaces will not disclose Client property information, property addresses, or any personally identifiable information to any third party except: As necessary to perform the Services (e.g. to AI processing vendors); As required by law or court order; With prior written consent from the Client.
• c) Client will not disclose Poised Spaces' proprietary technology, pricing, AI methodologies, or business practices without prior written consent.
• d) Confidentiality obligations survive termination of the Service Agreement indefinitely.

8.2 Portfolio and Marketing Use

• a) Notwithstanding confidentiality obligations, Poised Spaces may use non-confidential project deliverables (i.e. final virtual staging images without property identification) in our portfolio, case studies, or marketing materials unless the Client explicitly marks the project as confidential in writing.
• b) Poised Spaces will not publicly identify the Client or specific property address in marketing materials without prior written consent.

9. Disclaimer of Warranties

9.1 "As-Is" Basis

The virtual staging Services and deliverables are provided on an "as-is" basis without warranties of any kind, either express or implied, including but not limited to:

• a) Implied warranties of merchantability, fitness for a particular purpose, or non-infringement
• b) Warranties that virtual staging will accurately represent the property or meet design preferences
• c) Warranties that virtual staging images will effectively market the property or attract buyers
• d) Warranties regarding the accuracy, completeness, or appropriateness of AI-generated content
• e) Warranties that Services will be error-free, uninterrupted, or available at all times

9.2 No Guarantee of Performance or Results

Poised Spaces makes no guarantees regarding:

• a) The effectiveness of virtual staging in marketing the property
• b) Whether virtual staging will result in viewings, offers, or sales
• c) The buyer perception of or response to virtually staged images
• d) Compliance with specific MLS systems, portals, or third-party platform requirements
• e) Continued availability or compatibility with future technology platforms

9.3 Client Responsibility for Accuracy Review

Client acknowledges sole responsibility for independently verifying the accuracy of all virtual staging deliverables, including through human review and comparison to actual property conditions, before use in any marketing, advertising, or listing materials.

10. Limitation of Liability

10.1 Limitation of Damages

To the maximum extent permitted by law, Poised Spaces shall not be liable for any of the following, regardless of the form of action (contract, tort, strict liability, or otherwise) and even if Poised Spaces has been advised of the possibility of such damages:

• a) Direct damages: Any direct loss or damage arising from the use of virtual staging Services or deliverables, up to a maximum equal to the amount paid by the Client for the specific Service giving rise to the claim.
• b) Indirect damages: Any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: Loss of revenue, profits, or business opportunity; Loss of property value or diminished marketing effectiveness; Reputational harm or damage to professional standing; Legal fees, regulatory fines, or compliance costs; Emotional distress or disappointment.
• c) Third-party claims: Damages arising from claims by property buyers, real estate boards, regulatory agencies, or any other third party regarding the accuracy, representation, or legality of virtual staging images.

10.2 Exclusions from Limitation

Poised Spaces' limitation of liability does not apply to:

• a) Gross negligence or willful misconduct
• b) Breach of confidentiality obligations
• c) Infringement of intellectual property rights (for which Client indemnifies Poised Spaces)
• d) Violations of applicable data protection laws
• e) Fraud or criminal conduct

10.3 Client Indemnification

Client shall defend, indemnify, and hold harmless Poised Spaces and its officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• a) Client's use or misuse of the virtual staging Services or deliverables
• b) Client's violation of these Terms or any applicable law
• c) Client's violation of third-party rights, including intellectual property or privacy rights
• d) Client's failure to disclose that images have been virtually staged
• e) Client's misrepresentation of AI-generated images as authentic or unaltered
• f) Claims arising from Client's property or any transaction involving Client's property
• g) Regulatory investigations, MLS violations, or enforcement actions related to Client's use of virtual staging images

10.4 No Consequential Damages

In no event shall Poised Spaces be liable for any lost profits, lost data, business interruption, lost revenue, or other consequential or incidental damages, even if Poised Spaces has been advised of the possibility thereof.

11. AI Ethics and Responsible Use

11.1 Prohibited Uses

Client agrees not to use Poised Spaces' Services:

• a) To create misleading, deceptive, or fraudulent property representations
• b) To artificially inflate property value or market appeal
• c) To circumvent disclosure requirements or fair housing laws
• d) To violate real estate advertising standards or MLS rules
• e) For any purpose that violates applicable law or public policy
• f) To misrepresent AI-generated content as human-created or authentic photography
• g) To train competing AI models or extract Poised Spaces' proprietary technology

11.2 Compliance with Fair Housing and Advertising Standards

Client acknowledges responsibility for ensuring that all use of virtual staging Services complies with:

• a) Fair Housing Act and state/local fair housing laws
• b) FTC truth-in-advertising standards and guidelines
• c) NAR Code of Ethics, Article 12, regarding truthful advertising
• d) Local MLS rules and disclosure requirements
• e) State real estate board regulations
• f) Any applicable industry guidelines or best practices

11.3 Ethical AI Use Commitment

Poised Spaces commits to:

• a) Designing Services to minimize bias and discrimination
• b) Providing clear disclosures regarding AI involvement in image generation
• c) Updating AI systems to comply with emerging AI ethics standards and regulations
• d) Refusing to provide Services when Client's intended use appears fraudulent or deceptive

12. Termination

12.1 Termination by Client

• a) The Client may terminate the Service Agreement by providing written notice to Poised Spaces.
• b) Termination does not absolve the Client from paying for all work completed or in progress up to the termination date.
• c) Upon termination, all Client intellectual property rights to completed deliverables transfer upon full payment of fees due.

12.2 Termination by Poised Spaces

• a) Poised Spaces reserves the right to suspend or terminate Services immediately in the event of: Non-payment or breach of payment terms; Material breach of these Terms; Use of Services for unlawful, deceptive, or fraudulent purposes; Violation of intellectual property rights or confidentiality obligations; Other just cause, including Client conduct that violates fair housing, advertising, or professional standards.
• b) Upon termination by Poised Spaces, Client remains liable for all fees for work completed through the termination date.

12.3 Effects of Termination

• a) Upon termination, Client's right to use Services ceases immediately.
• b) Provisions regarding intellectual property, confidentiality, limitation of liability, indemnification, and governing law survive termination indefinitely.
• c) Poised Spaces may delete Client data 90 days after termination unless otherwise agreed or required by law.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Puerto Rico, a territory of the United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 Binding Arbitration

IMPORTANT: BY AGREEING TO THESE TERMS, YOU AGREE TO MANDATORY, BINDING ARBITRATION AND WAIVE YOUR RIGHT TO A JURY TRIAL AND CLASS ACTION.

• a) Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Client relationship ("Dispute") shall be resolved through binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) or, if JAMS is unavailable, by the American Arbitration Association (AAA).
• b) Arbitration shall be conducted on an individual basis; class actions and representative actions are not permitted.
• c) Arbitration shall take place in Puerto Rico, unless the parties mutually agree otherwise.
• d) Each party bears its own costs; Poised Spaces may pay filing fees if required by law.
• e) The arbitrator shall apply Puerto Rico law and may award any relief that would be available in court under applicable law.
• f) Either party may seek preliminary relief (e.g. injunctive relief) in court if necessary to prevent irreparable harm.

13.3 Exceptions to Arbitration

Notwithstanding the arbitration provision, the following shall not be subject to arbitration:

• a) Small claims disputes under Puerto Rico law (if applicable)
• b) Claims for intellectual property infringement
• c) Claims for breach of confidentiality
• d) Regulatory or governmental enforcement actions

14. Modifications to Terms

14.1 Right to Modify

Poised Spaces reserves the right to modify these Terms at any time. Modifications become effective upon posting to our website. Client's continued use of the Services following notice of modification constitutes acceptance of the modified Terms.

14.2 Notice of Material Changes

For material changes affecting Client rights or obligations, Poised Spaces will provide 30 days' written notice. If Client does not agree to modified Terms, Client may terminate the Service Agreement within 30 days without penalty (except for fees due for Services already rendered).

15. Contact Information

For any questions, concerns, or requests regarding these Terms, please contact:

16. Acknowledgment and Acceptance

By engaging Poised Spaces for virtual staging Services, you acknowledge that:

• a) You have read and fully understand these Terms and Conditions
• b) You agree to be bound by all provisions herein
• c) You assume all responsibility for compliance with applicable laws and industry standards regarding the use of virtual staging images
• d) You accept all risks associated with AI-generated content, including the possibility of inaccuracies or "hallucinations"
• e) You will disclose all virtual staging to prospective buyers and comply with all applicable disclosure requirements
• f) You indemnify Poised Spaces from any claims arising from your use of the Services

These Terms and Conditions are effective as of December 2025 and supersede all previous versions.