Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and RETS AI INCORPORATED ("Rets AI," "we," "us," or "our") governing your access to and use of our commercial real estate intelligence platform, including our website, applications, and related services (collectively, the "Services").

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS.

If you do not agree to these Terms, do not access or use our Services.

If you have entered into a separate Master Service Agreement ("MSA") or other written agreement with Rets AI, the terms of that agreement will govern to the extent of any conflict with these Terms.

1. Eligibility and Account Registration

1.1 Eligibility

The Services are intended for use by businesses and professionals in the commercial real estate industry. By using the Services, you represent that you are at least 18 years of age and have the legal capacity to enter into these Terms.

1.2 Account Registration

To access certain features of the Services, you must register for an account or have an account provisioned by your organization. You agree to provide accurate, current, and complete information during registration and to update such information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

1.3 Enterprise Accounts

If your access to the Services is provisioned by an enterprise customer ("Enterprise Customer"), your use of the Services is also subject to any agreement between Rets AI and the Enterprise Customer. The Enterprise Customer is responsible for managing access and may have administrative rights over your account, including the ability to access, modify, or terminate your access.

2. Services Description

Rets AI provides a commercial real estate intelligence platform that includes document processing, automated underwriting, data extraction, and workflow management capabilities. The Services enable users to upload, process, and analyze commercial real estate documents to extract structured data and generate analytical outputs.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will use commercially reasonable efforts to provide advance notice of material changes that may adversely affect your use of the Services.

3. Free Trials and Promotional Access

We may offer free trials or promotional access to the Services. Free trials are provided "as is" without any warranties or service level commitments. We reserve the right to limit, modify, or terminate free trial access at any time without notice. At the end of a free trial period, your access will terminate unless you subscribe to a paid plan.

4. Fees and Payment

4.1 Pricing

Fees for the Services are based on a per-page pricing model for documents processed through the platform, as set forth in your order form, subscription agreement, or as otherwise communicated to you. Additional pricing terms may apply to specific features or services.

4.2 Payment Terms

You agree to pay all fees in accordance with the payment terms specified in your order form or subscription agreement. All fees are quoted and payable in U.S. dollars unless otherwise specified. You are responsible for providing accurate and complete billing information and for updating such information as necessary.

4.3 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, including sales, use, value-added, and similar taxes, excluding taxes based on Rets AI's net income.

4.4 Late Payment

If you fail to pay any amounts when due, we may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, if less) and may suspend or terminate your access to the Services until payment is received.

4.5 No Refunds

All fees paid are non-refundable, except as expressly set forth in these Terms or as required by applicable law. No refunds or credits will be issued for partial periods of service, downgrade of service, or unused processing capacity.

5. Subscription Term and Renewal

5.1 Subscription Term

Your subscription to the Services will begin on the date specified in your order form or upon account activation and will continue for the subscription period specified therein (the "Initial Term").

5.2 Auto-Renewal

Unless otherwise specified in your order form, your subscription will automatically renew for successive periods equal to the Initial Term (each a "Renewal Term") at the then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.3 Termination for Convenience

You may cancel your subscription at any time by providing written notice to Rets AI. Cancellation will be effective at the end of the then-current subscription term. No refunds or credits will be issued for any prepaid fees for the remainder of the subscription term.

6. Your Data

6.1 Ownership

You retain all ownership rights in and to the data, documents, and other content you upload, submit, or otherwise make available through the Services ("Your Data"). Rets AI does not claim any ownership interest in Your Data.

6.2 License to Rets AI

You grant Rets AI a non-exclusive, worldwide, royalty-free license to use, process, store, and display Your Data solely to the extent necessary to provide the Services to you and as otherwise described in our Privacy Policy. This license terminates when you delete Your Data or terminate your account, except to the extent necessary to comply with legal obligations or as otherwise permitted by our Privacy Policy.

6.3 Your Responsibilities

You are solely responsible for Your Data, including its accuracy, legality, and appropriateness. You represent and warrant that you have all necessary rights to upload and process Your Data through the Services and that doing so does not violate any applicable law, regulation, or third-party rights.

6.4 Data Deletion

Upon termination of your account or at your request, we will delete Your Data in accordance with our data retention practices as described in our Privacy Policy, subject to any legal obligations requiring longer retention.

7. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services

• Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services

• Use any automated means, including robots, spiders, or scrapers, to access the Services for any purpose without our express written permission

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services

• Copy, modify, distribute, sell, lease, or sublicense any part of the Services

• Use the Services to transmit any malware, viruses, or other malicious code

• Use the Services to violate any applicable law, regulation, or third-party rights

• Upload or process any data that you do not have the right to use or that violates any confidentiality, privacy, or proprietary rights

8. Intellectual Property

8.1 Rets AI Property

The Services, including all software, algorithms, user interfaces, designs, text, graphics, and other content (excluding Your Data), are owned by Rets AI or its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Services except for the limited license to use the Services as expressly permitted herein.

8.2 Feedback

If you provide any feedback, suggestions, or recommendations regarding the Services ("Feedback"), you grant Rets AI a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our products and services without any obligation to you.

9. Disclaimers

9.1 "As Is" Basis

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RETS AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

9.2 AI-Generated Outputs

THE SERVICES UTILIZE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES TO PROCESS DOCUMENTS AND GENERATE ANALYTICAL OUTPUTS. SUCH OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE FINANCIAL, LEGAL, INVESTMENT, TAX, OR PROFESSIONAL ADVICE. YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUTS MAY CONTAIN ERRORS, INACCURACIES, OR OMISSIONS AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY BUSINESS, INVESTMENT, OR FINANCIAL DECISION. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY INFORMATION OR OUTPUT PROVIDED BY THE SERVICES BEFORE RELYING ON IT.

9.3 Third-Party Data

The Services may incorporate or rely upon data from third-party sources. Rets AI makes no representations or warranties regarding the accuracy, completeness, or reliability of any third-party data.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RETS AI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER RETS AI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF RETS AI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO RETS AI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Basis of the Bargain

You acknowledge that Rets AI has set its prices and entered into these Terms in reliance upon the disclaimers and limitations of liability set forth herein, and that the same form an essential basis of the bargain between the parties.

11. Indemnification

You agree to indemnify, defend, and hold harmless Rets AI and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Services; (b) Your Data; (c) your violation of these Terms; (d) your violation of any applicable law, regulation, or third-party rights; or (e) any claim that Your Data infringes or misappropriates any third-party intellectual property or proprietary rights.

12. Dispute Resolution and Arbitration

12.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at legal@rets.ai to attempt to resolve the dispute informally. The parties agree to negotiate in good faith for at least thirty (30) days before initiating arbitration.

12.2 Binding Arbitration

IF WE CANNOT RESOLVE A DISPUTE INFORMALLY, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, WILL BE DETERMINED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION WILL BE CONDUCTED BY A SINGLE ARBITRATOR AND WILL TAKE PLACE IN WILMINGTON, DELAWARE, OR AT ANOTHER MUTUALLY AGREED LOCATION. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

12.3 Class Action Waiver

YOU AND RETS AI AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION.

12.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

13. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

14. Termination

14.1 Termination by Rets AI

We may suspend or terminate your access to the Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

14.2 Termination by You

You may terminate your account at any time by contacting us or using account termination features within the Services. Termination will be effective at the end of the then-current subscription term.

14.3 Effect of Termination

Upon termination: (a) all rights and licenses granted to you under these Terms will immediately terminate; (b) you must cease all use of the Services; (c) you remain liable for all fees and charges incurred prior to termination; and (d) provisions that by their nature should survive termination will survive, including Sections 6 (Your Data), 8 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), and 13 (Governing Law).

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Effective Date" above. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Services.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable order form or MSA, constitute the entire agreement between you and Rets AI regarding the Services and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

16.3 Waiver

The failure of Rets AI to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. Rets AI may assign these Terms without restriction.

16.5 Force Majeure

Rets AI will not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party providers.

16.6 Notices

We may provide notices to you via email, posting on the Services, or other reasonable means. Notices to Rets AI must be sent to legal@rets.ai or to our address below.

17. Contact Information

If you have questions about these Terms, please contact us:

RETS AI INCORPORATED

2001 Ross Ave

Dallas, TX 75201

Email: legal@rets.ai