1. Definitions
1.1 “Content” means any data, text, or materials that you access, view, or process through the Services, including data rendered to your browser by a Third-Party Platform. 1.2 “Output” means the analyses, priority ratings, outreach recommendations, and workbooks generated for you through the Services. 1.3 “Third-Party Platform” means any third-party data source, website, or service that you access using your own credentials in connection with the Services, including CoStar, TitlePro247, and Reonomy. 1.4 “Subscription” means a paid plan that entitles you to use paid features of the Services for a stated billing period. 1.5 Section headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”2. Eligibility and Acceptance
2.1 You may use the Services only if you can form a binding contract with the Company, are acting in a professional or business capacity, and are not barred from using the Services under applicable law. 2.2 Your acceptance of this Agreement is recorded with your account, together with the version accepted and the date and time of acceptance. Your continued use of the Services constitutes ongoing acceptance of the then-current Agreement.3. The Services
3.1 The Services are a browser-based workflow tool that assists commercial real estate professionals in conducting their own prospecting, prioritization, and outreach across data sources that they independently license and authenticate with their own credentials. 3.2 The Services are not a data product, data aggregator, data broker, or data-resale service, and the Company has no affiliation or formal relationship with any Third-Party Platform. The Services do not provide lending recommendations, credit decisions, appraisals, legal advice, or investment advice. All Output is informational, is generated using artificial intelligence, and may be incomplete or inaccurate. You are solely responsible for independently verifying Output before relying on it.4. Accounts and Security
4.1 You are responsible for the accuracy of your account information, for maintaining the confidentiality of your account and sign-in credentials, and for all activity that occurs under your account. 4.2 You agree to notify the Company promptly of any unauthorized use of your account. The Company is not liable for any loss arising from unauthorized use of your account.5. License and Restrictions
5.1 License. Subject to your compliance with this Agreement, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your own internal business purposes during the term of this Agreement. 5.2 Restrictions. You shall not, and shall not permit any third party to:- copy, modify, translate, reverse engineer, decompile, or create derivative works of the Services, except to the extent this restriction is prohibited by applicable law;
- rent, lease, sell, sublicense, resell, or otherwise make the Services available to any third party, or use the Services on behalf of any person who is not a licensed subscriber to the relevant Third-Party Platforms;
- use the Services to develop a competing product or service, or to build, populate, or supplement any database intended for redistribution;
- circumvent, disable, or interfere with any security, access-control, entitlement, or usage-limiting feature of the Services or of any Third-Party Platform; or
- use the Services in violation of this Agreement, the terms of any Third-Party Platform, or any applicable law.
6. Representations, Warranties, and Covenants
6.1 You represent, warrant, and covenant, as of each time you access or use the Services, that:- you are a current, licensed subscriber in good standing to each Third-Party Platform you access through the Services, and you access each such platform solely with your own valid credentials and within the scope of your own license;
- your access to and use of the Services complies with all terms of use, license agreements, and policies of each Third-Party Platform, and with all applicable laws, rules, and regulations;
- you acknowledge that your individual license agreement with a Third-Party Platform controls over that platform’s public terms to the extent they conflict, and that you are solely responsible for reviewing and complying with your own agreements; and
- you have all rights and authority necessary to enter into and perform under this Agreement.
7. Third-Party Platforms and Services
7.1 The Services operate within your own authenticated browser sessions using your own credentials. The Company does not independently access, log into, or hold credentials for any Third-Party Platform, and has no visibility into your Third-Party Platform sessions. 7.2 The Company makes no representation or warranty that the Services, or your use of them, are compatible with or permitted by the terms of any Third-Party Platform. Certain Third-Party Platforms restrict automated access and the use of artificial-intelligence tools with their content. You assume all risk and responsibility for your use of the Services in connection with any Third-Party Platform. The Company is not affiliated with, endorsed by, or sponsored by any Third-Party Platform. 7.3 Analysis Provider and Third-Party Services. The Services’ analysis features are provided by the Company using the Anthropic API under the Company’s own account. You do not need to provide an API key, and the Company bears the associated Anthropic usage costs, subject to the usage limits in Section 10.4. The Services also rely on Stripe for payment processing and Resend for delivery of sign-in communications. Your use of those services is governed by their respective terms, and the Company is not responsible for the acts or omissions of any Third-Party Platform or third-party service provider.8. Data, Ownership, and Privacy
8.1 Your Output. As between you and the Company, you own the Output you generate through the Services. The Company claims no ownership of your Output. 8.2 Company infrastructure. The Company’s servers and infrastructure store only account, billing, entitlement, and usage-accounting metadata, such as your sign-in email address, subscription status, signed-token metadata, and per-request cost and token counts. Analysis requests pass through the Company’s servers in transit as described in Section 8.3, but the Company’s servers do not store, log, or retain the property, contact, or financial data extracted from any Third-Party Platform, or the reports and workbooks you generate. 8.3 Processing of analysis requests. To perform its analysis functions, the Services transmit extracted field values from your session to the Company’s analysis service, which forwards them to the Anthropic API under the Company’s account and returns the results, as further described in the Privacy Policy. Accordingly, certain data derived from a Third-Party Platform leaves your device, passes through the Company’s infrastructure in transit, and is processed by Anthropic. The Company holds that data only in memory while the request is in progress, does not store or log it, and does not use it for any purpose other than returning your analysis. You are responsible for ensuring that this processing is permitted under your agreements with each Third-Party Platform. 8.4 The Privacy Policy is incorporated into this Agreement by reference and describes how information is collected, used, stored, and disclosed.9. Acceptable Use
9.1 You shall use the Services solely for your own internal business-development purposes. Without limiting Section 5.2, you shall not:- extract, export, redistribute, resell, license, publish, or otherwise make available any Third-Party Platform’s proprietary data in violation of that platform’s terms;
- pool, aggregate, or benchmark data across accounts or users, or build any competing or publicly accessible data product from Output;
- operate the Services at volumes or speeds inconsistent with ordinary individual human research, or in any manner designed to evade a Third-Party Platform’s access controls or anomaly detection; or
- use the Services in any unlawful, infringing, deceptive, or harmful manner.
10. Fees, Subscriptions, and Billing
10.1 Paid features of the Services, including analysis runs, require an active Subscription. You agree to pay all fees for your Subscription at the rates and on the billing cycle presented at checkout. 10.2 Billing is processed by Stripe. Your payment-card details are entered on and held by Stripe, and the Company does not see, store, or transmit card numbers. You authorize the Company and Stripe to charge your selected payment method on a recurring basis until you cancel. 10.3 Subscriptions renew automatically for successive periods unless cancelled before the end of the then-current period through the billing portal. Except where required by applicable law, all fees are non-refundable and are exclusive of taxes, which are your responsibility. 10.4 Usage limits. Analysis is subject to per-account daily usage limits, including limits on spending, on the number of analysis requests, and on simultaneous requests, which the Company sets and may change at any time. When a limit is reached, further analysis is refused until the next day in your account’s timezone. The Company may suspend analysis for all accounts at any time to protect the Services. Usage limits do not entitle you to any refund or credit.11. Intellectual Property and Feedback
11.1 The Services, including all software, interfaces, and content provided by the Company, and all intellectual property rights therein, are and remain the exclusive property of the Company and its licensors. No rights are granted except as expressly set forth in this Agreement. 11.2 If you provide the Company with suggestions, ideas, or other feedback regarding the Services, you grant the Company a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback for any purpose without obligation to you.12. Term, Suspension, and Termination
12.1 This Agreement remains in effect while you access or use the Services. You may terminate it at any time by ceasing to use the Services and cancelling any Subscription. 12.2 The Company may suspend or terminate your access to the Services, in whole or in part, at any time and with or without notice, if you breach this Agreement, if the Company suspects misuse, or if your use is inconsistent with any Third-Party Platform’s terms or applicable law. 12.3 Upon termination, the license granted in Section 5 ends and you shall cease using the Services. Sections 1, 6, 8, 11, and 13 through 21, and any other provision that by its nature should survive, survive termination.13. Disclaimer of Warranties
The services, including all output, are provided “as is” and “as available,” with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, the company and its members, officers, employees, and licensors disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade. The company does not warrant that the services will be uninterrupted, timely, secure, accurate, or error-free, that any output will be reliable or complete, that the services are compatible with or permitted by any third-party platform, or that the services will achieve any particular result, throughput, or outcome. You assume the entire risk arising out of your use of the services.
14. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will the company or its members, officers, employees, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, business, or goodwill, arising out of or relating to this agreement or the services, whether based in contract, tort, strict liability, or any other theory, and whether or not the company has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, the aggregate liability of the company and its members, officers, employees, and licensors for all claims arising out of or relating to this agreement or the services will not exceed the greater of (a) the total amounts you paid to the company for the services during the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred u.s. dollars ($100). the foregoing limitations apply even if any limited remedy fails of its essential purpose.
15. Indemnification
15.1 You agree to defend, indemnify, and hold harmless the Company and its members, officers, employees, agents, and licensors from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Services; (b) your use of, or access to, any Third-Party Platform through the Services; (c) your breach of this Agreement or of any representation, warranty, or covenant herein; or (d) your violation of any Third-Party Platform’s terms or of any applicable law or third-party right. 15.2 The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Company in asserting any available defenses.16. Assumption of Risk
16.1 You acknowledge and agree that the use of automation and artificial-intelligence tools in connection with Third-Party Platforms may be restricted or prohibited by those platforms, and that the legal treatment of such use is evolving and uncertain. You knowingly and voluntarily assume all risk arising from your decision to use the Services in connection with any Third-Party Platform, and you agree that the Company bears no responsibility for that decision or its consequences.17. Dispute Resolution; Binding Arbitration; Class Action Waiver
17.1 Informal resolution. Before initiating any arbitration, you agree to first contact the Company at legal@kalven.ai and provide a written description of the dispute, and to attempt in good faith to resolve it informally for at least sixty (60) days. 17.2 Binding arbitration. Except as provided in Section 17.4, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. 17.3 Class action waiver. You and the Company agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of a representative or class proceeding. You and the Company waive any right to a jury trial. 17.4 Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information. 17.5 Opt-out. You may opt out of this Section 17 by sending written notice to legal@kalven.ai within thirty (30) days after first accepting this Agreement. If you opt out, neither party is bound by Sections 17.2 and 17.3.18. Governing Law and Venue
18.1 This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. To the extent any dispute is not subject to arbitration, the state and federal courts located in Delaware will have exclusive jurisdiction and venue, and you consent to personal jurisdiction there. [Confirm governing law, venue, and arbitral forum with counsel before launch.]19. Modifications to this Agreement
19.1 The Company may modify this Agreement from time to time. When it does, it will revise the version identifier and the “Last updated” date and post the revised Agreement. Material changes will be presented to you, and your continued use of the Services after the changes take effect, or your acceptance of the revised version at sign-in, constitutes your acceptance of the revised Agreement. Your acceptance of each version, together with its date and time, is recorded with your account.20. General Provisions
20.1 Entire agreement. This Agreement and the Privacy Policy constitute the entire agreement between you and the Company regarding the Services and supersede all prior or contemporaneous understandings on that subject. 20.2 Severability. If any provision of this Agreement is held to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. 20.3 No waiver. The Company’s failure to enforce any provision is not a waiver of its right to do so later. No waiver is effective unless in writing. 20.4 Assignment. You may not assign or transfer this Agreement without the Company’s prior written consent. The Company may assign this Agreement freely. Any prohibited assignment is void. 20.5 Force majeure. The Company is not liable for any delay or failure to perform resulting from causes beyond its reasonable control. 20.6 Notices; electronic communications. You consent to receive communications from the Company electronically, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. Notices to the Company must be sent to legal@kalven.ai. 20.7 Relationship of the parties. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship. 20.8 No third-party beneficiaries. This Agreement is for the benefit of the parties only and creates no rights in any third party.21. Contact
Kalven.AI, LLC. Questions or notices regarding this Agreement: legal@kalven.ai.