Last Updated: March 13, 2026

Welcome to Open DealFlow. These Terms and Conditions ("Terms") govern your access to and use of the services, software, and platform provided by OpenWave Online LLC, doing business as Open DealFlow ("Open DealFlow," "ODF," "we," "us," or "our"). By subscribing to, accessing, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you do not agree with these Terms, you must not access or use our services.

1. Definitions

"Services" means the full suite of offerings provided by Open DealFlow, including but not limited to the CRM Platform, the Pulse Portal, AI Agents, the Scout Intelligence Engine, fractional tech team services, consulting, implementation, training, and customer support.

"CRM Platform" means the customer relationship management software provided through GoHighLevel (GHL), including all workflows, automations, pipelines, and associated functionality made available through your subaccount.

"Pulse Portal" means the proprietary web-based dashboard, analytics, and intelligence platform accessible at pulse.opendealflow.com or any successor URL.

"Scout" means the AI-powered intelligence engine and conversational assistant integrated into the Pulse Portal, including all features related to lead scoring, content analysis, message generation, intelligence briefings, and behavioral stage classification.

"AI Agents" means the automated software agents provided as part of applicable subscription tiers, including but not limited to the Lead Follow-Up Agent, Cold Lead Reactivation Agent, Voice AI Agent, and AI SMS Chatbot.

"Subscription" means your active, paid plan with Open DealFlow at the Foundation, Growth, or Enterprise tier, as described on our website and in your service agreement.

"Customer Data" means all data, content, and information that you or your team upload, input, create, or transmit through the Services, including but not limited to contact records, opportunity records, property data, messages, call transcripts, documents, and files.

"Account" means your GHL subaccount, Pulse Portal account, and all associated configurations, workflows, and data.

2. Services Provided

Open DealFlow provides a combination of software and managed services designed for real estate investment operators. The Services include three core components:

2.1 CRM Platform

Open DealFlow provides access to a CRM platform powered by GoHighLevel. The CRM includes pipelines, workflows, automations, contact management, messaging, scheduling, and other functionality. The CRM is hosted and maintained by GoHighLevel. Open DealFlow configures and manages your CRM environment as part of the Services but does not own or control the underlying GoHighLevel platform. GoHighLevel's own terms of service and acceptable use policies apply to your use of the CRM and are incorporated by reference.

2.2 Pulse Portal

Open DealFlow provides access to the Pulse Portal, a proprietary web-based platform that includes KPI dashboards, pipeline visibility and analytics, the Scout Intelligence Engine, AI-powered lead scoring and seller intent analysis, a complete disposition workflow manager with revenue forecasting and deal tracking, and other features as described in your subscription tier.

2.3 Services

Depending on your subscription tier, Open DealFlow provides managed services delivered by our team, including implementation and onboarding, ongoing configuration and optimization, fractional tech team hours, Customer Success Manager (CSM) meetings, strategy and business optimization sessions, and access to office hours and support channels.

3. Subscription and Payment Terms

3.1 Subscription Terms

All subscriptions are billed annually. Your subscription begins on the date of your first payment and renews automatically on the anniversary of that date unless cancelled in accordance with Section 3.5.

3.2 Pricing

Subscription pricing is determined by your selected tier (Foundation, Growth, or Enterprise) as quoted at the time of purchase. Open DealFlow reserves the right to adjust pricing for future renewal periods with at least 60 days advance written notice prior to your renewal date. Your current subscription period will not be affected by price changes.

3.3 Payment

Payment is due in full at the start of each subscription period. If you selected a payment plan at the time of purchase, all installments are due on the agreed schedule. All fees are non-refundable except as expressly stated in Section 3.7.

3.4 Implementation Fee

If applicable, a one-time implementation fee is charged at the start of your subscription to cover initial onboarding, configuration, and setup. The implementation fee is non-refundable.

3.5 Auto-Renewal and Cancellation

Your subscription will automatically renew at the end of each annual term at the then-current rate for your tier. To cancel auto-renewal, you must provide written notice to Open DealFlow at least 10 business days prior to your renewal date. Cancellation requests received after this window will take effect at the end of the following subscription period. Cancellation of auto-renewal does not entitle you to a refund for the current subscription period.

3.6 Payment Default

If you selected a payment plan and fail to make a scheduled payment, your access to the Services will be suspended immediately upon default. Open DealFlow reserves the right to pursue collection of the remaining balance owed for the full annual subscription term. Access will be restored once the outstanding payment is received.

3.7 No Refunds

All subscription fees and implementation fees are non-refundable. There are no refunds for partial periods of service, unused fractional tech hours, or early termination.

3.8 Excluded Costs

Your subscription fee does not include usage-based or third-party costs. The following are your responsibility and are billed separately or directly by the applicable provider:

- Phone system usage (call minutes, phone number fees)

- SMS and MMS messaging costs (per-message fees, A2P/10DLC registration fees)

- Email sending costs (if exceeding included volume)

- AI/LLM API tokens (OpenAI, Anthropic, or any other provider — you provide your own API key and pay for your own usage)

- Voice AI platform usage fees (VAPI or equivalent)

- Third-party app integrations, premium actions, or marketplace apps

- Domain registration and hosting fees

- Blue Message, iMessage, or premium messaging services

- Any other third-party service not explicitly included in your subscription tier

Open DealFlow will inform you of expected third-party costs during onboarding but is not responsible for managing or paying these costs on your behalf.

4. Fractional Tech Time

4.1 Included Hours

Certain subscription tiers include dedicated fractional tech team hours as specified in your tier description. These hours may be used for configuration, optimization, custom builds, troubleshooting, and other technical work performed by the Open DealFlow team on your behalf.

4.2 Rollover

For annual subscriptions, unused fractional tech hours roll over from month to month within your subscription term but do not carry over beyond your subscription renewal date. Any unused hours at the end of your subscription term are forfeited.

4.3 No Accumulation Beyond Term

Hours cannot be "banked" across subscription terms, converted to credits, refunded, or transferred to another customer.

5. Performance Guarantee

5.1 90-Day First Deal Guarantee

Open DealFlow offers a 90-Day First Deal Guarantee to eligible customers. If, within the first 90 days of your subscription, the Services have not contributed to your first closed deal, Open DealFlow will extend your subscription at no additional cost until the guarantee is met. This extension constitutes the sole and exclusive remedy under this guarantee.

5.2 Conditions

The guarantee is subject to the following conditions: you must have completed onboarding and have an actively configured and operational account; you must be actively using the Services, including responding to leads and working your pipeline; and Open DealFlow must have reasonable access to configure and optimize your account. Failure to actively use the Services or refusal to implement recommended configurations may void the guarantee at Open DealFlow's sole discretion.

5.3 No Refund

The 90-Day First Deal Guarantee does not include a refund component. The exclusive remedy is an extension of service as described above.

6. Data, Privacy, and AI Consent

6.1 Your Data

You retain ownership of all Customer Data. Open DealFlow does not claim ownership of your contacts, deals, properties, messages, or any other data you create or store through the Services.

6.2 License to Use Data

By using the Services, you grant Open DealFlow a non-exclusive, worldwide, royalty-free license to access, process, store, analyze, and use your Customer Data for the following purposes: providing, maintaining, and improving the Services; operating the AI and intelligence features of the platform, including Scout, AI Agents, lead scoring, content analysis, message generation, and behavioral classification; generating anonymized and aggregated insights, benchmarks, and best practices for use across the Open DealFlow customer network; troubleshooting, debugging, and providing support; and complying with legal obligations.

6.3 AI Processing Consent

You expressly consent to Open DealFlow's AI systems processing all data within your account, including but not limited to inbound and outbound messages (SMS, email, and other channels), call recordings and transcripts, contact records, opportunity data, property data, pipeline activity, and any other data generated through or stored within the Services. This processing may include reading, analyzing, classifying, scoring, summarizing, and generating content based on your data. AI processing is performed to power features such as seller readiness scoring, acquisition cycle classification, intelligence briefings, and automated message generation.

6.4 Cross-Customer Aggregation

Open DealFlow uses anonymized and aggregated data from across its customer base to generate insights, benchmarks, and best practices that benefit all customers. Your individual data is never shared with other customers in identifiable form. Only structural patterns, statistical averages, and anonymized trends are used. A minimum sample size is enforced before any aggregated insight is surfaced. You may opt out of cross-customer data aggregation at any time by notifying Open DealFlow in writing. Opting out will disable certain features that rely on aggregated data, including network benchmarking and network-wide intelligence insights.

6.5 AI Token Costs

Certain AI features, including the Scout Intelligence Engine and Content Analysis Pipeline, utilize large language model (LLM) APIs that require an API key. You are responsible for providing your own API key (OpenAI, Anthropic, or as supported) and for all associated usage costs. Open DealFlow does not provide a shared API key or absorb LLM usage costs on your behalf.

6.6 Data Security

Open DealFlow employs commercially reasonable security measures to protect Customer Data, including encryption in transit and at rest, row-level security policies on database tables, and access controls limiting data visibility to authorized personnel. However, no system is completely secure, and Open DealFlow cannot guarantee absolute security of your data.

6.7 Data Retention

Customer Data is retained for the duration of your active subscription and for a period of 90 days following subscription termination or expiration. After this retention period, Customer Data may be permanently deleted.

7. Intellectual Property

7.1 Open DealFlow Property

All content, software, workflows, templates, automations, dashboards, AI models, playbooks, scoring algorithms, design specifications, and other materials created by or on behalf of Open DealFlow are the exclusive property of OpenWave Online LLC or its licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws. This includes all custom configurations, automations, and workflows built by the Open DealFlow team on your account — while your data remains yours, the system design and architecture are ours.

7.2 License Grant

Subject to these Terms and your active subscription, Open DealFlow grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes only. This license does not include any rights to sublicense, distribute, resell, reverse engineer, decompile, or create derivative works based on the Services.

7.3 Restrictions

You agree not to copy, reproduce, replicate, or redistribute any part of the Services, software, templates, workflows, or proprietary methodologies; reverse engineer, decompile, or disassemble any component of the Pulse Portal, Scout, or any other proprietary technology; share access credentials with unauthorized users; use the Services for any unlawful purpose; or resell, sublicense, or provide the Services to third parties without prior written consent from Open DealFlow.

8. Confidentiality

You agree to maintain the confidentiality of any proprietary information you access through the Services. This includes but is not limited to workflow architectures, AI model configurations, scoring algorithms, playbook content, business processes, pricing structures, and any information designated as confidential. This obligation survives termination of your subscription.

9. Account Termination and Data Portability

9.1 Termination by You

You may cancel your subscription by providing written notice in accordance with Section 3.5. Cancellation does not entitle you to a refund.

9.2 Termination by Open DealFlow

Open DealFlow reserves the right to suspend or terminate your access to the Services immediately and without notice if you materially breach these Terms, fail to make required payments, use the Services in a manner that violates applicable law, or engage in conduct that harms other customers or the integrity of the platform.

9.3 Effect of Termination

Upon termination or expiration of your subscription, your access to the Pulse Portal and all associated features will be deactivated. Your CRM subaccount will remain accessible for a period of 30 days to allow for data export and transition.

9.4 Data Export

Upon request made within 90 days of termination, Open DealFlow will provide an export of your contact records from the CRM in standard format (CSV). Access to raw Pulse Portal data, analytics, intelligence outputs, and historical dashboards is not included in data exports.

9.5 Subaccount Transfer

You may request that your GHL subaccount be transferred to another GHL agency by providing the receiving agency's transfer ID. Open DealFlow will process transfer requests within 10 business days. Once transferred, Open DealFlow has no further obligation or access to your subaccount.

10. Limitation of Liability

10.1 No Guarantee of Results

The Services are tools and managed services designed to support your business operations. Open DealFlow does not guarantee any specific business outcomes, revenue, deal volume, lead conversion rates, or return on investment. The 90-Day First Deal Guarantee is subject to the conditions in Section 5 and is the sole performance commitment made by Open DealFlow.

10.2 AI Accuracy

AI-powered features, including lead scoring, seller intent analysis, message generation, intelligence briefings, and offer recommendations, are probabilistic in nature and are provided for informational purposes. Open DealFlow does not guarantee the accuracy, completeness, or reliability of AI-generated outputs. You are solely responsible for reviewing and acting upon any AI-generated recommendations, messages, or insights.

10.3 Limitation

To the maximum extent permitted by law, Open DealFlow's total liability for any claim arising out of or relating to these Terms or the Services shall not exceed the amount you paid to Open DealFlow in the 12 months immediately preceding the claim. In no event shall Open DealFlow be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, regardless of the cause of action or theory of liability.

10.4 Third-Party Platforms

Open DealFlow is not liable for outages, data loss, service interruptions, policy changes, or any other issues caused by GoHighLevel, OpenAI, Anthropic, VAPI, Twilio, or any other third-party platform used in connection with the Services. Your use of third-party platforms is subject to those platforms' respective terms of service.

11. Indemnification

You agree to indemnify, defend, and hold harmless OpenWave Online LLC, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Services, your violation of these Terms, your violation of any applicable law or regulation, or any content or data you upload or transmit through the Services.

12. Dispute Resolution

12.1 Good Faith Resolution

The parties agree to first attempt to resolve any dispute arising under these Terms through good faith negotiation for a period of at least 30 days before initiating formal proceedings.

12.2 Mediation and Arbitration

If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Miami-Dade County, Florida. The arbitrator's decision shall be final and binding.

12.3 Waiver of Class Action

You agree that any dispute shall be conducted on an individual basis only and not as a class action or representative proceeding. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. Any legal proceedings arising out of these Terms shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida.

14. Modifications

Open DealFlow reserves the right to update or modify these Terms at any time. Material changes will be communicated via email to your registered address at least 30 days prior to taking effect. Continued use of the Services after the effective date of changes constitutes acceptance of the updated Terms. If you do not agree with the modifications, your sole remedy is to cancel your subscription in accordance with Section 3.5.

15. General Provisions

15.1 No Waiver

The failure of Open DealFlow to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

15.3 Entire Agreement

These Terms, together with any service agreement, order form, or statement of work executed between you and Open DealFlow, constitute the entire agreement between the parties regarding the Services and supersede any prior agreements, understandings, or representations.

15.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Open DealFlow. Open DealFlow may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.5 Force Majeure

Open DealFlow shall not be liable for any failure or delay in performing its obligations under these Terms caused by events beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, internet or telecommunications failures, or third-party platform outages.

15.6 Notices

All notices under these Terms shall be delivered via email to the addresses on file. Notices to Open DealFlow should be sent to [email protected] (or such other address as Open DealFlow may designate). Notices are deemed received on the date of delivery.

15.7 Independent Contractor

The relationship between you and Open DealFlow is that of independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

16. Contact Information

OpenWave Online LLC, d/b/a Open DealFlow

Email: [email protected]

Website: https://opendealflow.com

By subscribing to or using Open DealFlow's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.