Terms of Service Agreement

USER ACCOUNTS, REGISTRATION, AND SECURITY

Section 4.01 Account Creation Requirements

To access and use certain features of the Platform and Services, You must create and maintain an Account. Account creation is subject to the following requirements and procedures:

(a) Registration Methods

You may create an Account through:

• Direct Registration: Providing an email address and creating a password through the Platform's registration interface;
• Third-Party Authentication Services: Using OAuth authentication through supported providers including Google or Facebook;
• Other Methods: Any additional authentication methods the Company may offer from time to time.

(b) Required Information

During registration, You must provide:

• A valid email address that You have legal authority to use;
• Your full legal name or business entity name;
• A secure password meeting minimum security requirements (for direct registration);
• Your country of residence or business operations;
• Acceptance of this Agreement and the Privacy Policy;
• Any additional information reasonably requested by the Company for verification, compliance, or fraud prevention purposes.

(c) Information Accuracy and Maintenance

You represent, warrant, and covenant that:

• All information provided during registration and at all times thereafter is accurate, truthful, current, and complete;
• You will promptly update Your Account information to maintain its accuracy and completeness;
• You will not provide false, misleading, or fraudulent information;
• You will not impersonate any person or entity or falsely represent Your affiliation with any person or entity;
• Provision of inaccurate or fraudulent information constitutes a material breach of this Agreement and may result in immediate Account termination.

Section 4.02 Account Security and Access Control

(a) Password Security Obligations

If You create an Account using direct registration with a password, You are solely and exclusively responsible for:

• Creating a strong, unique password that meets or exceeds the Platform's security requirements;
• Maintaining the absolute confidentiality and security of Your password;
• Not sharing Your password with any person or entity under any circumstances;
• Not writing down Your password in any unsecured location;
• Not storing Your password in unencrypted form on any device or system;
• Changing Your password immediately if You suspect it has been compromised;
• Using unique passwords for the Platform that are not used for any other service or website.

(b) Account Activity Responsibility

You acknowledge and agree that:

• You are solely and exclusively responsible for ALL activities that occur under Your Account, whether authorized by You or not;
• You are liable for any and all actions taken through Your Account by any person, including unauthorized users;
• The Company is entitled to rely on any actions taken through Your Account as having been authorized by You;
• You bear all risk of loss from unauthorized access resulting from Your failure to maintain Account security;
• The Company is not liable for any loss, damage, or liability arising from unauthorized use of Your Account.

(c) Security Breach Notification

You agree to immediately notify the Company in writing at security@getofferwise.ai if:

• You become aware of any unauthorized access to Your Account;
• You suspect Your Account credentials have been compromised;
• You detect any unauthorized use of Your Account or suspicious activity;
• Your password or authentication credentials have been disclosed to any third party;
• You lose control of the email address associated with Your Account.

You acknowledge that delayed notification may increase damages and harm, and You may be held liable for losses resulting from such delays.

(d) Session Management

You agree to:

• Log out from Your Account at the end of each session, particularly when using shared or public computers;
• Not enable automatic login or "remember me" features on devices that are not exclusively controlled by You;
• Clear browser cookies and cache when using the Platform on shared devices;
• Enable multi-factor authentication if offered by the Platform;
• Use secure, private networks when accessing Your Account and avoid public WiFi when possible.

Section 4.03 Account Restrictions and Prohibited Conduct

(a) Multiple Account Prohibition

You expressly agree that You will NOT:

• Create multiple Accounts for the same individual or entity;
• Create new Accounts to circumvent usage limits, restrictions, or suspensions;
• Create Accounts for the purpose of obtaining additional free Credits;
• Use different email addresses to create multiple Accounts for the same purpose;
• Create Accounts through automated means, bots, or scripts;
• Maintain active Accounts following termination or suspension of a previous Account.

Violation of this provision constitutes fraud and will result in immediate termination of all associated Accounts without refund.

(b) Account Transfer Prohibition

You agree that:

• Accounts are personal and non-transferable;
• You will not sell, trade, lease, or transfer Your Account to any third party;
• You will not share Account credentials with any person or entity;
• You will not allow any third party to access Your Account;
• You will not use another User's Account without explicit authorization;
• Any attempted transfer is void and constitutes a material breach of this Agreement.

(c) Business Use and Commercial Restrictions

Unless expressly authorized in writing by the Company:

• You may not use the Platform to provide document analysis services to third parties;
• You may not resell, redistribute, or sublicense access to the Platform;
• You may not use the Platform as part of a commercial service bureau;
• You may not charge fees to third parties for access to or use of the Platform;
• Analysis Reports generated for Your personal use may not be sold or provided to third parties for compensation.

Section 4.04 Account Suspension and Restrictions

The Company reserves the right, in its sole discretion and without prior notice or liability, to:

• Suspend or restrict access to Your Account for any suspected violation of this Agreement;
• Require additional verification of Your identity or Account information;
• Impose temporary or permanent usage limitations on Your Account;
• Flag Accounts for manual review before processing Analyses;
• Restrict or disable specific features for Accounts suspected of abuse;
• Require password resets or account re-verification;
• Lock Accounts pending investigation of suspected fraud or Terms violations.

Section 4.05 Voluntary Account Termination

You may terminate Your Account at any time through the Account settings interface on the Platform. Upon voluntary termination:

• Your access to the Platform and Services will cease immediately;
• All Account data, including analysis history and account records, will be permanently deleted within thirty (30) calendar days (no document files are stored on our servers);
• All unused Analysis Credits will be immediately forfeited without refund or compensation;
• You remain bound by all provisions of this Agreement that by their nature should survive termination;
• You remain liable for any outstanding payment obligations incurred prior to termination;
• Termination does not affect any rights or obligations that accrued before termination;
• You acknowledge that deleted data cannot be recovered or restored.

ANALYSIS CREDITS, PRICING, AND PAYMENT TERMS

Section 5.01 Credit System Overview

The Platform operates on a pay-per-use Analysis Credit system. Each complete Property Analysis consumes exactly one (1) Analysis Credit regardless of:

• The number of documents analyzed;
• The complexity or length of documents;
• The time required for processing;
• The length or detail of the resulting Analysis Report;
• Whether You are satisfied with the analysis results.

Section 5.02 Credit Characteristics and Limitations

(a) Non-Refundable

ALL ANALYSIS CREDITS ARE STRICTLY NON-REFUNDABLE. Once purchased, Credits cannot be refunded, exchanged, or returned under any circumstances, including but not limited to:

• Dissatisfaction with analysis results or recommendations;
• User error in providing documents;
• Failure to use Credits before Account termination;
• Changes to pricing, Services, or Platform features;
• Technical difficulties on Your end preventing Platform access;
• Inability to use the Platform due to device or browser incompatibility;
• Change of mind or buyer's remorse;
• Financial hardship or inability to use purchased Credits.

(b) Non-Transferable

Credits are strictly non-transferable. You may not:

• Transfer Credits to another User or Account;
• Sell or exchange Credits for money or other consideration;
• Gift or donate Credits to third parties;
• Share Credits across multiple Accounts;
• Use Credits for the benefit of third parties;
• Transfer Credits in connection with any Account transfer or sale (which itself is prohibited).

(c) Non-Expiring

Subject to the terms of this Agreement:

• Credits do not expire based on time;
• Credits remain valid and usable indefinitely while Your Account remains active;
• Credits are forfeited upon Account termination (voluntary or involuntary) without refund;
• The Company reserves the right to impose expiration dates on Credits issued as promotions, discounts, or complimentary offerings, which will be clearly disclosed at the time of issuance.

(d) Account-Specific

Credits are bound exclusively to the Account through which they were purchased or earned:

• Credits cannot be merged or consolidated across multiple Accounts;
• Credits are not transferable if You create a new Account;
• If Your Account is terminated and You subsequently create a new Account, previous Credits are permanently lost;
• The Company has no obligation to restore or replace Credits associated with terminated Accounts.

Section 5.03 Free Credits and Promotional Credits

(a) New User Free Credit

Subject to the terms below, new Users may receive one (1) complimentary Analysis Credit upon Account creation. This free Credit is subject to the following conditions and restrictions:

• One Per Email Address, Permanently: Each email address is eligible for exactly one (1) free Credit throughout the lifetime of the Platform, tracked permanently in the Company's email registry system;
• No Multiple Accounts: Creating multiple Accounts to obtain additional free Credits is expressly prohibited and constitutes fraud;
• Account Deletion Does Not Reset Eligibility: If You delete Your Account and subsequently create a new Account with the same email address, You will NOT receive an additional free Credit;
• Email Registry Tracking: The Company maintains a permanent record of all email addresses that have received free Credits, which persists indefinitely even after Account deletion;
• Abuse Detection: Accounts flagged for abuse (including multiple Account creations or deletion patterns) will be permanently ineligible for free Credits;
• No Entitlement: Free Credits are provided at the Company's sole discretion and may be discontinued or modified at any time without notice.

(b) Promotional Credits

The Company may, in its sole discretion, offer promotional Credits through:

• Marketing campaigns or special offers;
• Referral programs;
• Partnership or affiliate arrangements;
• Compensation for Service failures or outages;
• Customer service gestures or goodwill.

Promotional Credits may be subject to additional terms, conditions, expiration dates, or usage restrictions, which will be disclosed at the time of issuance. Promotional Credits are non-refundable and non-transferable.

Section 5.04 Pricing and Payment Terms

(a) Pricing Structure

Current pricing for Analysis Credits is displayed on the Platform's Pricing page. Pricing is subject to the following terms:

• All prices are stated in United States Dollars (USD) unless otherwise specified;
• Prices may be offered in tiered packages (e.g., bulk discounts for purchasing multiple Credits);
• Volume discounts or promotional pricing may be offered from time to time;
• Prices do not include applicable taxes, duties, or governmental charges, which are Your sole responsibility;
• The Company reserves the right to change pricing at any time without prior notice;
• Price changes do not affect Credits already purchased;
• Price changes do not entitle You to refunds or price adjustments on previous purchases.

(b) Payment Processing

All payments are processed through Stripe, Inc., a third-party payment processor. By making a purchase, You:

• Agree to Stripe's Terms of Service and Privacy Policy;
• Authorize the Company to charge Your designated payment method for all purchases;
• Represent that You have legal authority to use the payment method provided;
• Accept full responsibility for all charges made to Your payment method;
• Agree that the Company is not responsible for errors, delays, or failures in payment processing by Stripe;
• Acknowledge that payment information is stored and processed by Stripe, not by the Company;
• Understand that the Company does not have access to Your complete payment card information.

(c) Payment Authorization and Verification

By submitting payment information, You:

• Authorize the Company to charge Your payment method immediately upon purchase;
• Represent that You are authorized to use the provided payment method;
• Agree that We may verify Your payment information with third-party verification services;
• Consent to preauthorization holds for fraud prevention purposes;
• Acknowledge that declined transactions may result in temporary Account restrictions;
• Agree to promptly update payment information if it becomes invalid or expires.

(d) Payment Disputes and Chargebacks

If You initiate a chargeback or payment dispute:

• Your Account will be immediately suspended pending resolution;
• You agree to cooperate in good faith to resolve the dispute;
• If the chargeback is determined to be invalid or fraudulent, Your Account will be permanently terminated;
• You may be liable for chargeback fees, administrative costs, and legal fees;
• The Company reserves the right to pursue full legal remedies for fraudulent chargebacks;
• You agree to first attempt to resolve payment disputes directly with the Company before initiating chargebacks.

Section 5.05 Taxes and Governmental Charges

You are solely responsible for:

• All applicable sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), or other taxes;
• All customs duties, import fees, or other governmental charges;
• All reporting and remittance obligations to tax authorities;
• Providing accurate tax identification numbers or exemption certificates if required.

If the Company is legally required to collect or remit taxes on Your behalf, such amounts will be added to Your total purchase price. The Company may adjust tax calculations retroactively if required by law.

Section 5.06 No Refund Policy

(a) Limited Exception for Service Failures

The Company may, in its sole and absolute discretion, provide Credits or partial refunds only in the following circumstances:

• A Service failure is directly and exclusively attributable to the Company's systems or infrastructure;
• The failure cannot be remedied through re-analysis;
• The failure is not caused by poor document quality, user error, or third-party services;
• The claim is submitted within thirty (30) days of the analysis date;
• The User provides reasonable cooperation in diagnosing and verifying the issue.

Any remedy under this provision is at the Company's sole discretion and may consist of replacement Credits rather than monetary refunds. This limited exception does not create any obligation or entitlement to refunds.

Section 5.07 Credit Deduction and Consumption

Credits are deducted according to the following rules:

• One (1) Credit is consumed immediately upon initiation of a Property Analysis;
• Credit deduction occurs before analysis processing begins and is non-reversible;
• If an analysis fails or is interrupted, the Credit is still consumed and not refunded;
• Credits are deducted in the order they were acquired (first-in, first-out), except that promotional Credits are used before purchased Credits;
• You may not pause or cancel an analysis in progress to preserve Credits;
• The Company is not responsible for Credits consumed due to user error or system interruptions beyond our control.

User Conduct, Prohibited Activities, and Acceptable Use

Section 6.01 General Use Requirements

You agree to use the Platform and Services only for lawful purposes and in compliance with this Agreement and all Applicable Law. You represent and warrant that Your use of the Services will not violate any law, statute, ordinance, or regulation.

Section 6.02 Prohibited Activities

You expressly agree that You will NOT engage in any of the following prohibited activities:

(a) Illegal or Fraudulent Activities

• Use the Services to facilitate, support, or engage in any illegal activity under federal, state, or local law;
• Upload documents You do not have legal right to access, possess, or share;
• Upload forged, altered, or fabricated documents;
• Use the Services to perpetrate fraud, deception, or misrepresentation;
• Attempt to deceive or mislead the Company, other Users, or third parties;
• Engage in money laundering, terrorist financing, or other financial crimes;
• Violate any securities laws, regulations, or trading restrictions.

(b) Platform Abuse and Circumvention

• Create multiple Accounts to circumvent usage limits, obtain additional free Credits, or evade restrictions;
• Use automated tools, bots, scripts, or other means to access or use the Platform;
• Attempt to bypass, circumvent, or disable any security measures, authentication mechanisms, or usage limitations;
• Use any method to gain unauthorized access to any portion of the Platform or Services;
• Attempt to probe, scan, test, or breach the security of the Platform;
• Forge headers, manipulate identifiers, or otherwise disguise Your identity or the origin of communications.

(c) Intellectual Property Violations

• Reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or trade secrets from the Platform;
• Copy, reproduce, distribute, publicly display, or create derivative works from Platform Content without authorization;
• Remove, alter, obscure, or tamper with any copyright, trademark, patent, or proprietary rights notices;
• Use the Platform to infringe or misappropriate any third party's intellectual property rights;
• Scrape, data mine, crawl, spider, or use automated extraction tools to gather Platform data;
• Use the Company's trademarks, service marks, or trade names without written permission.

(d) Service Disruption and System Interference

• Interfere with or disrupt the Platform, servers, networks, or infrastructure connected to the Services;
• Upload or transmit viruses, malware, ransomware, trojans, worms, or other malicious code;
• Launch denial-of-service attacks, distributed denial-of-service attacks, or other attacks;
• Impose unreasonable loads on Platform infrastructure through excessive requests or usage;
• Attempt to gain access to other Users' Accounts, data, or information;
• Interfere with any other User's use or enjoyment of the Services.

(e) Unauthorized Commercial Use

• Resell, sublicense, rent, lease, or provide access to the Services to third parties for compensation;
• Use the Platform to provide document analysis services to third parties as a commercial offering;
• Frame, mirror, or incorporate the Platform into another website or service without authorization;
• Use the Services as part of a service bureau or time-sharing arrangement;
• Sell, transfer, or distribute Analysis Reports to third parties for profit;
• Use Platform data or outputs to train competing AI models or develop competing services.

(f) Privacy and Data Violations

• Upload documents containing personal information of third parties without their consent;
• Violate the privacy rights, publicity rights, or data protection rights of any third party;
• Collect, store, or process personal information of other Users without authorization;
• Upload documents containing information about minors without parental consent;
• Share Account credentials or allow unauthorized access to Your Account.

(g) Misrepresentation and Impersonation

• Impersonate any person, entity, or Company employee;
• Falsely state or misrepresent Your affiliation with any person or entity;
• Provide false, inaccurate, or misleading information during registration or Account use;
• Claim endorsement by or association with the Company without authorization;
• Misrepresent the source, ownership, or authorization status of provided documents.

Section 6.03 Consequences of Violations

Violation of any provision in this Article may result in:

• Immediate suspension or termination of Your Account without notice or refund;
• Forfeiture of all unused Credits without compensation;
• Removal of User Content and Analysis Reports;
• Referral to law enforcement authorities if illegal activity is suspected;
• Legal action to recover damages, costs, and attorneys' fees;
• Permanent ban from creating new Accounts or using the Services;
• Reporting to credit bureaus or fraud prevention services;
• Any other remedies available at law or in equity.

Section 6.04 Reporting Violations

If You become aware of any violations of this Agreement by other Users, You agree to report such violations to abuse@getofferwise.ai. The Company reserves the right to investigate and take appropriate action, but has no obligation to monitor User activity or enforce this Agreement against other Users.

Intellectual Property Rights

Section 7.01 Company Proprietary Rights

The Platform, Services, and all Content provided by the Company, including but not limited to software, source code, object code, algorithms, artificial intelligence models, machine learning models, natural language processing systems, optical character recognition systems, user interfaces, visual interfaces, graphics, design, compilation, information, data, computer code, products, services, trademarks, and all other elements of the Platform (collectively, "Company IP") are owned by the Company and protected by:

• United States and international copyright laws and treaties;
• Trademark laws and trademark registration;
• Patent laws (including pending patent applications);
• Trade secret laws;
• Unfair competition laws;
• Other intellectual property laws and treaties.

All right, title, and interest in and to the Company IP, including all Intellectual Property Rights therein, are and will remain the exclusive property of the Company and its licensors.

Section 7.02 Limited License Grant to Users

Subject to Your compliance with this Agreement, the Company grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to:

• Access and use the Platform solely for Your personal, non-commercial purposes;
• View, download, and print Analysis Reports generated for Your own use;
• Use the Services in accordance with their intended functionality as described in this Agreement.

This license does NOT grant You any right to:

• Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works from the Platform;
• Sell, rent, lease, lend, sublicense, distribute, or otherwise transfer rights to the Platform;
• Remove, alter, or obscure any proprietary notices on the Platform;
• Use the Platform for any commercial purpose without the Company's express written consent;
• Access or use the Platform to build a competitive product or service;
• Copy or reproduce any portion of the Platform except as expressly permitted.

Section 7.03 User Content License to Company

By uploading, submitting, posting, or transmitting User Content to the Platform, You grant the Company a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to:

• Use, reproduce, store, process, and analyze User Content to provide the Services;
• Create derivative works from User Content (including Analysis Reports);
• Display User Content to You through the Platform interface;
• Use anonymized, aggregated, and de-identified data derived from User Content to improve AI models, algorithms, and Services;
• Perform technical operations including format conversion, compression, and backup;
• Comply with legal obligations, including responding to subpoenas and court orders.

You retain all ownership rights in Your User Content. This license terminates when You delete Your User Content or Account, except that:

• The license continues for up to thirty (30) days to allow for backup deletion;
• Anonymized and aggregated data may be retained indefinitely;
• The Company may retain User Content as required by law or legal hold.

Section 7.04 Patent-Pending Innovations

The Company has filed or intends to file patent applications covering certain innovations embodied in the Platform, including but not limited to:

• Systems and methods for AI-powered cross-reference analysis of real estate documents;
• Algorithms and methodologies for property risk scoring based on document analysis;
• Systems for assessing seller disclosure transparency and completeness;
• Methods for automated offer price recommendation based on property condition analysis;
• Discrepancy detection algorithms for identifying inconsistencies between disclosure and inspection documents;
• Natural language processing methods optimized for real estate document analysis.

Nothing in this Agreement grants You any license or right under any patent, patent application, or other intellectual property right of the Company.

Section 7.05 Trademarks

The following are trademarks or registered trademarks of the Company:

• "OfferWise" and "OfferWise AI"
• "OfferScore" and "OfferScore™"
• "Property Risk DNA" and "Property Risk DNA™"
• "Seller Transparency Report" and "Seller Transparency Report™"
• The OfferWise logo and all related logos, designs, and trade dress

You may not use any Company trademarks without the Company's prior written consent. Unauthorized use may violate trademark laws and subject You to liability.

Section 7.06 DMCA Compliance and Copyright Infringement Policy

The Company respects the intellectual property rights of others and expects Users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"), 17 U.S.C. § 512, the Company has implemented procedures for receiving and responding to notices of alleged copyright infringement.

(a) DMCA Takedown Notices

If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Platform, You may notify the Company's Designated Copyright Agent by providing the following information in writing:

• A physical or electronic signature of the copyright owner or person authorized to act on their behalf;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material claimed to be infringing, with information sufficient to permit the Company to locate the material;
• Your contact information, including address, telephone number, and email address;
• A statement that You have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;
• A statement made under penalty of perjury that the information provided is accurate and You are authorized to act on behalf of the copyright owner.

Designated Copyright Agent:
OfferWise AI DMCA Agent
Email: dmca@getofferwise.ai
Subject Line: "DMCA Takedown Notice"

(b) Counter-Notification

If You believe that material You uploaded was removed or disabled by mistake or misidentification, You may file a counter-notification containing:

• Your physical or electronic signature;
• Identification of the material that was removed and its location before removal;
• A statement under penalty of perjury that You have a good faith belief the material was removed by mistake or misidentification;
• Your name, address, telephone number, and statement consenting to jurisdiction of Federal District Court;
• Statement that You will accept service of process from the person who filed the original takedown notice.

(c) Repeat Infringer Policy

The Company will terminate the Accounts of Users who are determined to be repeat infringers of copyright. A "repeat infringer" is a User who has been notified of infringing activity more than twice or whose User Content has been removed more than twice.

Section 7.07 Feedback and Suggestions

If You provide the Company with any feedback, suggestions, ideas, or recommendations regarding the Platform or Services ("Feedback"), You grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and publicly display the Feedback for any purpose without compensation or attribution to You.

Third-Party Services and External Links

Section 8.01 Third-Party Service Providers

The Platform integrates with third-party service providers. By using the Services, You acknowledge and agree that Your use of these third-party services is subject to their respective terms and privacy policies.

(a) Payment Processing - Stripe, Inc.

• All payments processed through Stripe payment infrastructure
• Subject to Stripe Terms: https://stripe.com/legal
• Payment data handled per Stripe Privacy Policy: https://stripe.com/privacy
• OfferWise does not store complete payment card information
• Payment disputes must be resolved directly with Stripe

(b) Authentication Services - OAuth Providers

• Google and Facebook authentication available
• Subject to each provider's terms and privacy policies
• OfferWise receives limited profile data (name, email) per OAuth scope
• You control permissions through provider account settings

(c) Cloud Infrastructure

• Services hosted on Amazon Web Services (AWS) and/or Google Cloud Platform (GCP)
• Data stored exclusively in United States data centers
• Subject to provider security and service terms

Section 8.02 No Endorsement or Control

The Company does not endorse, control, or assume responsibility for third-party services. We make no warranties regarding third-party availability, accuracy, security, or privacy practices. Your use of third-party services is at Your own risk.

Section 8.03 External Links

The Platform may contain links to third-party websites. These links are provided for convenience only. We have no control over linked sites and are not responsible for their content, practices, or availability. Review third-party terms and privacy policies before use.

Additional Disclaimers

Section 9.01 Market and Financial Disclaimers

The Company makes no representations regarding real estate markets, property values, investment returns, or financial outcomes. Market conditions change rapidly. Past performance does not guarantee future results. Consult financial advisors before making investment decisions.

Section 9.02 Geographic and Jurisdictional Limitations

Analysis may not account for local building codes, zoning laws, regional practices, or jurisdiction-specific requirements. The Platform currently supports United States properties only. International properties are not supported.

Section 9.03 Time Sensitivity

Property conditions change over time. Analysis is based on documents provided at time of submission. The Company is not responsible for changed conditions, new problems, or intervening events after analysis date.

Indemnification

Section 11.01 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the OfferWise Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees and court costs) arising from or related to:

• Your use or misuse of the Platform or Services;
• Your violation of this Agreement or any Applicable Law;
• Your violation of any third-party rights, including intellectual property, privacy, or property rights;
• Your User Content or provided documents;
• Real estate decisions, transactions, or investments You make;
• Failure to obtain professional advice or conduct due diligence;
• Disputes with sellers, agents, inspectors, or other parties;
• Unauthorized access to Your Account resulting from Your negligence;
• Your breach of any representation or warranty in this Agreement;
• Any false or misleading information You provide.

Section 11.02 Defense and Control

The Company reserves the right to assume exclusive defense and control of any matter subject to indemnification by You. You agree to cooperate fully in the defense of any claim. You may not settle any claim without the Company's prior written consent.

Section 11.03 Notice Requirement

You must promptly notify the Company of any claim subject to indemnification. Failure to provide timely notice may affect Your indemnification obligations.

Confidentiality

Section 12.01 Company Confidential Information

You acknowledge that the Platform contains proprietary and confidential information including algorithms, trade secrets, and business methods. You agree to maintain the confidentiality of such information and not disclose it to third parties.

Section 12.02 User Data Confidentiality

The Company will maintain the confidentiality of Your User Content and personal information in accordance with the Privacy Policy, except as required by law or as necessary to provide Services.

Term, Termination, and Survival

Section 13.01 Term

This Agreement begins when You accept it and continues until terminated by either party as provided herein.

Section 13.02 Termination by Company

The Company may terminate or suspend Your Account immediately, without prior notice, for any reason including:

• Violation of this Agreement;
• Fraudulent, abusive, or illegal activity;
• Creating multiple accounts to obtain free Credits;
• Payment disputes or chargebacks;
• At our sole discretion if we cease operations.

Section 13.03 Termination by User

You may terminate Your Account anytime through Settings. Termination does not entitle You to refunds of unused Credits or fees paid.

Section 13.04 Effect of Termination

Upon termination:

• Your access to Services ceases immediately;
• All unused Credits are forfeited without refund;
• Account data deleted within 30 days;
• You remain liable for outstanding obligations;
• Surviving provisions remain in effect.

Section 13.05 Survival

The following provisions survive termination: Sections 5.05 (No Refunds), 7.03 (User Content License), 7.07 (Feedback), Article IX (Disclaimers), Article X (Limitation of Liability), Article XI (Indemnification), Article XV (Arbitration), and Article XVI (General Provisions).

Force Majeure

Section 14.01 Force Majeure Events

Neither party shall be liable for failure or delay in performance due to causes beyond reasonable control, including:

• Acts of God, natural disasters, earthquakes, floods, fires, storms;
• War, terrorism, riots, civil unrest, government actions;
• Pandemics, epidemics, public health emergencies;
• Labor disputes, strikes, lockouts;
• Utility failures, internet disruptions, telecommunications failures;
• Cyberattacks, hacking, denial-of-service attacks;
• Third-party service provider failures;
• Supplier or vendor failures;
• Any other events beyond reasonable control.

Section 14.02 Notice and Mitigation

The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. Performance obligations are suspended during force majeure events.

Section 14.03 Termination Rights

If a force majeure event continues for more than 30 days, either party may terminate the affected Services upon written notice.

Dispute Resolution, Arbitration, and Class Action Waiver

Section 15.01 Agreement to Arbitrate

You and the Company agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Privacy Policy, or Your use of the Services (collectively, "Disputes") shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") or JAMS, rather than in court, EXCEPT:

• Claims that qualify for small claims court (under $10,000 in most jurisdictions);
• Claims seeking equitable relief for infringement or misuse of intellectual property rights;
• Claims that cannot be arbitrated by law.

Section 15.02 Pre-Arbitration Negotiation Requirement

Before initiating arbitration, the complaining party must first send written notice to the other party describing the Dispute and proposed resolution. The parties agree to negotiate in good faith for 30 days to attempt resolution. Notice to Company: legal@getofferwise.ai

Section 15.03 Arbitration Rules and Procedures

(a) Governing Rules

Arbitration shall be conducted under:

• AAA Consumer Arbitration Rules, if You are a consumer; OR
• AAA Commercial Arbitration Rules, if You are a business; OR
• JAMS Comprehensive Arbitration Rules, if AAA is unavailable

Rules available at: www.adr.org and www.jamsadr.com

(b) Federal Arbitration Act

This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and evidences a transaction involving interstate commerce. The FAA governs interpretation and enforcement of this arbitration provision.

(c) Arbitrator Selection

• One neutral arbitrator selected pursuant to AAA/JAMS rules;
• Arbitrator must be licensed attorney with real estate or technology law experience;
• Arbitrator has exclusive authority to resolve disputes about arbitrability, enforceability, and formation of this arbitration agreement;
• Arbitrator must follow applicable substantive law and may award same relief as court.

(d) Location

Arbitration shall be conducted:

• In the county where You reside, if You are a consumer; OR
• In San Francisco County, California, if You are a business; OR
• By telephone/videoconference if both parties agree; OR
• As otherwise agreed by the parties

(e) Discovery Limitations

Discovery in arbitration is limited to what is reasonably necessary. The arbitrator may limit:

• Number and scope of depositions;
• Document requests and interrogatories;
• Length of hearings;
• Number of witnesses

(f) Hearing and Decision

• Arbitrator shall issue written decision with findings of fact and law;
• Decision is final and binding on both parties;
• Limited grounds for appeal under FAA;
• Judgment on award may be entered in any court of competent jurisdiction

Section 15.04 Costs and Fees

(a) AAA/JAMS Administrative Fees

If Your claim is for less than $10,000:

• Company will pay all AAA/JAMS administrative fees;
• You are responsible only for filing fee (typically $200-$300);
• Company will reimburse Your filing fee if You prevail

If Your claim is $10,000 or more:

• Fees allocated per AAA/JAMS rules;
• Generally split between parties

(b) Arbitrator Fees

Parties split arbitrator compensation costs equally, unless arbitrator orders otherwise based on the merits.

(c) Attorney Fees

Each party bears its own attorney fees unless:

• Applicable law provides for fee-shifting;
• Arbitrator determines claim was frivolous or brought in bad faith;
• Agreement provision specifically allows fee recovery

Section 15.05 CLASS ACTION AND CLASS ARBITRATION WAIVER

This means:

• You waive Your right to participate in a class action lawsuit;
• You waive Your right to participate in a class arbitration;
• You waive Your right to act as a class representative or private attorney general;
• Claims may not be joined or consolidated with claims of other persons unless both parties agree in writing;
• Arbitrator may not consolidate claims without all parties' consent;
• Arbitrator may award relief only to You individually;
• Arbitrator may not award relief on behalf of anyone else.

Section 15.06 Mass Arbitration Provision

If 25 or more similar arbitration demands are filed against the Company by the same law firm or organization ("Mass Filing"):

• The parties agree to staged resolution process;
• Bellwether proceedings (10 cases selected by each side) will be arbitrated first;
• Settlement discussions shall occur based on bellwether results;
• Remaining cases shall be arbitrated or dismissed based on bellwether outcomes;
• This provision does not waive the Class Action Waiver.

Section 15.07 JURY TRIAL WAIVER

TO THE EXTENT PERMITTED BY LAW, YOU AND THE COMPANY WAIVE ANY RIGHT TO TRIAL BY JURY FOR ANY DISPUTE ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES.

Section 15.08 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@getofferwise.ai within 30 days of first accepting these Terms. Your notice must include:

• Your full name;
• Your email address;
• Your Account information;
• Clear statement: "I opt out of the arbitration agreement"

Timely opt-out is the only way to exclude yourself from arbitration. Opt-out does not affect any other Terms provisions.

Section 15.09 Severability

If any part of this Article is found invalid or unenforceable, the remainder shall continue in effect, EXCEPT:

• If the Class Action Waiver (Section 15.05) is found invalid or unenforceable, this entire Article XV shall be null and void;
• If Mass Arbitration Provision (Section 15.06) is found invalid, it shall be severed but remainder of Article XV continues;
• If arbitration is found unavailable for a particular claim, that claim may proceed in court but Class Action Waiver still applies to maximum extent permitted by law.

Section 15.10 Exceptions to Arbitration

Notwithstanding the foregoing, either party may:

• Bring claims in small claims court if claims qualify;
• Seek equitable relief in court for intellectual property infringement;
• Seek provisional remedies (temporary restraining orders, preliminary injunctions) from court pending arbitration;
• Bring claims that cannot be arbitrated under applicable law.

Section 15.11 Continuation of Obligations

This arbitration agreement survives termination of Your Account and this Agreement. It continues to apply to all claims arising from Your use of Services, even after termination.

General Provisions

Section 16.01 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles, except that the Federal Arbitration Act governs interpretation and enforcement of Article XV.

Section 16.02 Jurisdiction and Venue

Subject to Article XV (Arbitration), any legal action or proceeding shall be brought exclusively in the federal or state courts located in San Francisco County, California. You irrevocably consent to the jurisdiction and venue of such courts.

Section 16.03 Entire Agreement

This Agreement, together with the Privacy Policy, Analysis Disclaimer, and any other legal notices published on the Platform, constitutes the entire agreement between You and the Company concerning the Services and supersedes all prior agreements, understandings, negotiations, and discussions.

Section 16.04 Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving its intent.

Section 16.05 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right does not constitute waiver of that right.

Section 16.06 Assignment

You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement without restriction. Any prohibited assignment is void.

Section 16.07 Notices

Notices to You: via email to Your registered email address or through in-app notifications.

Notices to Company: legal@getofferwise.ai

Email notices deemed delivered 24 hours after sending.

Section 16.08 Electronic Communications

You consent to receiving electronic communications from us. All agreements, notices, disclosures, and communications provided electronically satisfy any legal requirement that such communications be in writing.

Section 16.09 Relationship of Parties

You and the Company are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, franchise, or agency relationship.

Section 16.10 No Third-Party Beneficiaries

This Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than You and the Company.

Section 16.11 Interpretation

• Headings are for convenience only and do not affect interpretation;
• "Including" means "including without limitation";
• Singular includes plural and vice versa;
• References to "writing" include electronic communications;
• Time periods in days refer to calendar days;
• This Agreement shall not be construed against the drafter.

Section 16.12 U.S. Government Rights

If You are a U.S. government entity, the Services constitute "commercial computer software" and You have only the rights granted to other users under these Terms.

Section 16.13 Export Control

Services may be subject to U.S. export control laws. You may not export or re-export except as authorized by United States law. You represent You are not located in, under control of, or a national of any prohibited country or on any U.S. government prohibited parties list.

Section 16.14 Language

This Agreement is written in English. Any translations are for convenience only. In case of conflict, the English version controls.

Section 16.15 Amendments

The Company may amend these Terms at any time. Material changes will be communicated via email or in-app notification. Continued use after changes constitutes acceptance.

Section 16.16 Contact Information