Terms of Service

These Terms of Service (the "Agreement") form a binding contract between Summit Edge Ventures, LLC ("SummitOS," "we," "us") and the entity or individual ("Customer," "you") that accesses the SummitOS software-as-a-service platform, related websites, mobile applications, APIs, and any documentation (collectively, the "Service").

By creating an account, clicking "I Agree," or otherwise accessing or using the Service, you represent that (a) you have read and accept this Agreement, (b) you are at least 18 years old, and (c) if you are entering this Agreement on behalf of an organization, you have the authority to bind that organization. If you do not agree, you must not use the Service.

• "Authorized User" means an employee, contractor, or agent of Customer who is provisioned a seat in the Service.
• "Customer Data" means any data, files, content, or information that Customer or its Authorized Users submit to or generate within the Service.
• "Subscription" means the paid or trial plan selected by Customer that determines the seats, modules, and limits available.
• "Order" means an online checkout, signed quote, or written agreement that references this Agreement.
• "Documentation" means the user guides, in-app help, and technical specifications made available by SummitOS.

Customer is responsible for provisioning Authorized Users, assigning roles and permissions, and ensuring each Authorized User complies with this Agreement. Each seat is for a single, named individual and may not be shared. SummitOS may meter seat usage and bill for overages in accordance with the applicable Order.

Free trials are provided "as-is" for evaluation only, may be modified or terminated at any time, and convert to a paid Subscription at the end of the trial period unless cancelled. You are responsible for safeguarding your credentials and for all activity that occurs under your account. Multi-factor authentication is required and may not be disabled.

Subject to this Agreement and timely payment of fees, SummitOS grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription term to access and use the Service for Customer's internal real estate investment, construction, lending, and accounting operations.

You agree that you will not, and will not permit any Authorized User or third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code, models, or underlying ideas of the Service, except as expressly permitted by law;
• Resell, rent, lease, sublicense, white-label, or operate a service bureau using the Service without a written reseller agreement;
• Use the Service to build, train, or benchmark a competing product or to scrape pricing, features, or content;
• Upload or transmit malicious code, conduct penetration testing without prior written consent, or otherwise interfere with the integrity or performance of the Service;
• Circumvent rate limits, seat limits, module entitlements, or access controls;
• Use the Service to process protected health information (PHI), payment card data outside of the supported payment processor, or any data subject to ITAR, EAR, or similar export controls;
• Violate any applicable law, third-party right, or the rights of other tenants on the platform.

Fees are set forth in the applicable Order and are payable in U.S. dollars in advance on a monthly or annual basis. Subscriptions automatically renew for successive terms equal to the prior term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

Except as expressly stated, fees are non-refundable and amounts paid are non-cancellable. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. SummitOS may suspend the Service for accounts more than fifteen (15) days past due. Fees are exclusive of taxes; Customer is responsible for all sales, use, VAT, and similar taxes other than taxes on SummitOS's net income.

SummitOS may adjust pricing for any renewal term with at least sixty (60) days' notice. Usage-based charges (including overages, AI usage, and external integrations) are billed in arrears.

As between the parties, Customer owns all right, title, and interest in and to Customer Data. Customer grants SummitOS a worldwide, royalty-free license to host, copy, transmit, display, and process Customer Data solely as needed to provide, secure, and improve the Service and to comply with law.

SummitOS may generate aggregated, de-identified data derived from use of the Service and may use such data for any lawful purpose, provided that it does not identify Customer or any individual. Customer represents that it has all rights and consents required to submit Customer Data to the Service.

Our handling of personal information is described in the Privacy Policy, which is incorporated by reference. If Customer processes personal data subject to GDPR, CCPA, or similar laws, the parties agree that SummitOS acts as the processor or service provider and Customer acts as the controller or business.

SummitOS maintains administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit (TLS 1.2+) and at rest, role based access controls, tenant isolation, audit logging, mandatory MFA for all users, continuous vulnerability scanning, and regular backups. We will notify Customer without undue delay after becoming aware of a confirmed unauthorized disclosure of Customer Data.

Customer is responsible for the security of its endpoints, the integrity of its API credentials, the access decisions it makes within the Service (including inviting users and assigning roles), and for promptly disabling departed users.

The Service includes generative AI features (collectively, "AI Output"), such as the AI Assistant, deal risk analysis, and template generation. AI Output is probabilistic, may be inaccurate or incomplete, and must be reviewed by a qualified human before being relied upon for financial, legal, tax, lending, or construction decisions. SummitOS does not warrant the accuracy, completeness, or fitness of any AI Output. Prompts and inputs you submit may be processed by third-party model providers on a zero-retention or short-retention basis as described in the Documentation.

The Service may interoperate with third-party services such as QuickBooks Online (Intuit Inc.), RentCast, Stripe, email providers, and others. Your use of any third-party service is governed solely by your agreement with that provider. SummitOS does not control, endorse, or assume responsibility for third-party services and is not liable for their availability, accuracy, security, or content. Disabling an integration may limit Service functionality.

SummitOS, its licensors, and its affiliates own all right, title, and interest in and to the Service, the Documentation, all underlying technology, AI models, templates, and any feedback or suggestions you provide (which you hereby assign to SummitOS). All rights not expressly granted are reserved. "SummitOS," the SummitOS logo, and related marks are trademarks of Summit Edge Ventures, LLC.

Each party may disclose confidential business and technical information to the other. The receiving party will use the same care it uses to protect its own confidential information (and no less than reasonable care), use the information only to perform under this Agreement, and limit access to personnel with a need to know who are bound by confidentiality obligations no less protective than these. Confidentiality obligations survive termination for three (3) years, except that trade secrets remain protected for as long as they qualify as such under applicable law.

SummitOS warrants that the Service will perform materially in accordance with the Documentation. As Customer's exclusive remedy and SummitOS's entire liability for any breach, SummitOS will use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within thirty (30) days, refund the prepaid, unused fees for the affected portion of the Subscription term.

Except for the express warranty above, the service, AI output, and all related materials are provided "as is" and "as available." SummitOS disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. SummitOS does not warrant that the service will be uninterrupted, error-free, or secure, or that any defect will be corrected.

By SummitOS. SummitOS will defend Customer against any third-party claim alleging that the Service, when used as permitted, infringes such third party's U.S. patent, copyright, or trademark, and will pay damages and costs finally awarded.

By Customer. Customer will defend SummitOS against any third-party claim arising from (i) Customer Data, (ii) Customer's or any Authorized User's misuse of the Service, or (iii) Customer's violation of law, and will pay damages and costs finally awarded.

Indemnification is conditioned on the indemnified party giving prompt notice, granting sole control of the defense, and providing reasonable cooperation.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data, arising out of or related to this Agreement, even if advised of the possibility. Each party's total aggregate liability arising out of or related to this Agreement will not exceed the fees paid or payable by Customer to SummitOS in the twelve (12) months preceding the event giving rise to the claim. These limits apply regardless of the form of action and survive any failure of essential purpose of any limited remedy.

This Agreement begins on the effective date of the first Order or account creation and continues until all Subscriptions have expired or been terminated. Either party may terminate for material breach not cured within thirty (30) days of written notice. SummitOS may suspend the Service immediately if Customer's use poses a security or legal risk, or if fees are past due.

On termination, Customer's right to access the Service ceases. SummitOS will make Customer Data available for export for thirty (30) days after termination, after which it may be deleted from active systems in accordance with our retention schedule. Sections that by their nature should survive (including 6, 10–14, 16–18) survive termination.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute will be resolved exclusively by binding arbitration administered by JAMS in Wilmington, Delaware, before a single arbitrator, in English. Either party may seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or confidential information. The parties waive any right to a jury trial and to participate in a class action.

SummitOS continuously improves the Service and may add, modify, or discontinue features. We will not materially reduce the core functionality of a paid Subscription during its term. We may update this Agreement from time to time; material changes will be communicated by email or in-product notice at least thirty (30) days before they take effect. Your continued use of the Service after the effective date constitutes acceptance.

• Entire Agreement. This Agreement, the Privacy Policy, and any Orders constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements on the subject.
• Assignment. Customer may not assign this Agreement without SummitOS's prior written consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets. SummitOS may assign freely.
• Force Majeure. Neither party is liable for failures caused by events beyond its reasonable control, including internet outages, denial-of-service attacks, government action, labor disputes, or natural disasters.
• Notices. Legal notices to SummitOS must be sent to the contact address below. Notices to Customer may be sent to the email address on the account.
• Severability & Waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver.
• Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, agency, or employment relationship.
• Export. Customer will comply with all U.S. and foreign export laws and will not export the Service to any embargoed country or denied party.