Terms of Service

0. AGREEMENT TO THESE TERMS

These Terms of Service (the "Terms") are a binding agreement between Aurea LLC, an Oregon limited liability company based in Portland, Oregon ("Aurea," "we," "us"), and the business entity that registers for or uses the Aurea platform at app.withaurea.com and related services (the "Platform") (the "Customer," "you").

By clicking "I agree" (or a similar control), creating an account, or using the Platform, you accept these Terms and represent that you are authorized to bind the Customer. If you do not agree, do not use the Platform.

0.1 Versioning and re-acceptance. These Terms are versioned. The version in effect is shown at acceptance and recorded with your acceptance (identity, version, timestamp, IP). We may update these Terms (Section 17); where a change is material, continued use requires you to re-accept the updated version, and we will gate access until you do. Non-material changes take effect on posting.

1. DEFINITIONS

1.1 "Platform" — Aurea's software-as-a-service providing an AI-assisted analyst workflow for real-estate firms, including deal intake, automated underwriting, market research, pitchbook/investment-memo generation, and related functionality.

1.2 "Authorized Users" — your employees or contractors you permit to access the Platform under your account. You are responsible for their compliance.

1.3 "Customer Data" — all data, documents, and materials you or your Authorized Users submit to the Platform, including deal documents, financials (e.g., trailing statements, rent rolls, offering memoranda), underwriting inputs, and investor/LP information. Customer Data includes "Inputs" (data you submit) and is distinguished from "Outputs" below.

1.4 "Outputs" — the AI-assisted results the Platform generates from your Inputs, including underwriting models, market-research summaries, and investment memos.

1.5 "AI Provider" — the third-party large-language-model provider (currently Anthropic, PBC) whose API the Platform uses to perform AI-assisted functions.

1.6 "Managed Key" — the default arrangement under which Aurea supplies the AI Provider API key and includes AI compute in the subscription. "BYOK" (Bring-Your-Own-Key) is an alternative, admin-enabled arrangement under which you supply your own AI Provider key and bear AI compute directly.

1.7 "Deal" — a distinct property/transaction you underwrite on the Platform. A Deal is metered as billable once per billing period, the first time in that period it reaches a completed underwriting run (iterations of the same Deal within the period are not separately metered; a Deal underwritten across two periods counts once in each). Intake-only or market-research-only activity does not meter a Deal.

1.8 "Subscription" and "Order" — your selected plan, fees, and term as presented and confirmed at checkout.

1.9 "Aurea Model" and "Custom Model." The Platform underwrites using an underwriting model/template. On the Standard plan you use the Aurea Model (Aurea's default underwriting template). On the Custom plan you use a Custom Model — an underwriting template configured to your firm's methodology, which Aurea onboards for a one-time onboarding fee. (This "Model" is an underwriting template, not the AI Provider's large-language model, and is distinct from BYOK in Section 1.6.)

2. ACCESS, LICENSE GRANT & RESTRICTIONS

2.1 Grant. Subject to these Terms and payment of fees, Aurea grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Platform for your internal business purposes.

2.2 Restrictions. You will not (a) resell, sublicense, or make the Platform available to any third party (except your Authorized Users); (b) reverse-engineer, decompile, or attempt to derive source code; (c) copy, modify, or create derivative works of the Platform; (d) use the Platform, its Outputs, or the AI Provider through it to develop or train a competing product or model; (e) scrape or bulk-extract data from the Platform; or (f) remove proprietary notices.

2.3 Authorized Users. You are responsible for your Authorized Users' compliance and for all activity under your account and credentials.

3. SUBSCRIPTION, FEES & BILLING

3.1 Plans. Fees are as presented at checkout. The current plans are: - Standard (Aurea Model) — $200 per month, including 5 billable Deals per billing period, with additional Deals billed at $20 per Deal ("overage"), metered as defined in Section 1.7. You use the Aurea Model. - Custom (Custom Model) — $500 per month, including 5 billable Deals per billing period, with additional Deals billed at $20 per Deal, plus a one-time onboarding fee of $2,500 to configure and harness the Platform to your Custom Model. The Custom plan includes the added support required to operate your Custom Model. Optional add-ons, if any, are offered at the prices presented at purchase.

3.2 Managed AI compute. On the Managed Key tier, AI compute is included in the Subscription; Aurea provisions the AI Provider key. (BYOK is available to account admins; on BYOK you bear AI Provider charges directly and your use of the AI Provider is governed by your agreement with it.)

3.3 Payment. You authorize Aurea (through our payment processor, Stripe) to charge your payment method on file for the base fee and any overage each billing period. Fees are exclusive of taxes; you are responsible for all applicable sales, use, VAT, and similar taxes (except taxes on Aurea's net income), which may be added at checkout based on your location. You will provide valid tax-exemption documentation if applicable.

3.4 Auto-renewal. The Subscription automatically renews each billing period at the then-current fees until cancelled per Section 5.

3.5 Price changes. We may change fees on at least 30 days' notice before the change takes effect; changes apply on the next renewal after the notice period.

4. FREE TRIAL

4.1 Trial. New Customers may receive a free trial (currently 30 days), subject to providing a valid payment method at signup. The trial end date and conversion price are shown at signup.

4.2 Conversion. Unless you cancel before the trial ends, the trial automatically converts to a paid Subscription and your payment method is charged the then-current fees ($200/month plus any overage).

4.3 One trial per Customer. The free trial is limited to one per Customer / organization. Aurea may decline or revoke a trial where a Customer (or an affiliated person, entity, email, or payment method) has previously used a trial, or for suspected abuse.

5. CANCELLATION & REFUNDS

5.1 Cancellation. You may cancel at any time, self-serve, in Settings > Billing (the same medium in which you signed up). Cancellation takes effect at the end of the current paid period; your access continues through that period.

5.2 No partial refunds. Except where required by law or for a billing error, fees are non-refundable, and no credit is given for partial billing periods or unused Deals. Overage already accrued in the current period remains payable.

5.3 Cancel before conversion. To avoid any charge, cancel before your free trial converts (Section 4.2).

6. AI FEATURES & OUTPUTS

6.1 How Outputs are generated. Outputs are generated by machine-learning processes using the AI Provider. Outputs are not tested, verified, endorsed, or guaranteed by Aurea to be accurate, complete, or current, and may contain errors or omissions. You must independently review and verify all Outputs before relying on them. This disclaimer is repeated on generated models, reports, and memos.

6.2 Ownership of Outputs. As between you and Aurea, and to the extent Aurea holds any rights in them, Aurea assigns to you its rights in the Outputs generated from your Inputs, subject to Aurea's retained rights in the Platform (Section 12) and to third-party rights in any underlying data (Section 9).

6.3 Similar Outputs. Because Outputs are generated from models and shared methods, Outputs provided to you may be similar or identical to Outputs provided to other customers. Aurea grants no exclusivity in any Output.

6.4 AI Provider. AI features are powered by a third-party AI Provider. Your use of AI features must comply with the AI Provider's usage policy (currently Anthropic's Usage Policy). Aurea is not responsible for the AI Provider's availability, changes, output, or pricing.

6.5 Decision-support only. The Platform and its Outputs are decision-support tools and are not a substitute for professional judgment. A qualified person must exercise independent judgment before any investment, financial, or other decision. See Section 11.

7. ACCEPTABLE USE

You will not use the Platform to: (a) violate law or third-party rights; (b) upload data you lack the rights to use (see Section 9); (c) infringe intellectual property; (d) misrepresent Outputs as human-prepared, professionally certified, or Aurea-verified; (e) make fully-automated decisions with legal or financial effect without human review; (f) develop a competing model or product; or (g) violate the AI Provider's usage policy. We may suspend access for violations or for risk to the Platform or others.

8. CUSTOMER DATA, PRIVACY & MODEL USE

8.1 Ownership. As between the parties, you own all Customer Data. You grant Aurea a limited, non-exclusive license to host, process, and transmit Customer Data solely to provide, secure, and support the Platform.

8.2 No foundation-model training; improving the Platform. (a) No foundation-model training. Aurea will not use Customer Data (Inputs or Outputs) to train or fine-tune any foundation large-language model, and will not sell Customer Data or disclose it to third parties except the subprocessors in Section 8.3. Consistent with the AI Provider's default commercial terms, Customer Data submitted to the AI Provider's API is not used to train the AI Provider's models and is subject to the AI Provider's limited retention window. (b) Improving the Platform. Aurea may use Customer Data, and any feedback you provide, to operate, secure, support, and improve the Platform — including Aurea's default underwriting templates and methods (the Aurea Model) — provided Aurea (i) does not use Customer Data to train or fine-tune a foundation model (per (a)); (ii) uses only aggregated and/or de-identified data for such improvement, so that improvements do not identify you or reveal your Confidential Information; and (iii) does not incorporate a Custom Model, or a Custom-plan customer's bespoke methodology, into the Aurea Model or make it available to other customers.

8.3 Subprocessors. Aurea uses service providers to operate the Platform, currently including Anthropic (AI compute), Railway (application hosting and database), Google Cloud (file storage), Stripe (payments), and Postmark (email). Each processes Customer Data only to provide its service.

8.4 Security. Aurea maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

8.5 Return/deletion. On termination, Aurea will make Customer Data available for export for 30 days on request, then delete it in the ordinary course.

9. THIRD-PARTY & MARKET DATA

9.1 As is, from third parties. The Platform may surface or incorporate market and reference data sourced from third parties or public sources. Such data is provided "AS IS," without warranty of accuracy, and is subject to the rights and terms of its source; it may change or be withdrawn.

9.2 Your own licensed data (BYO data). If you upload or connect data you have licensed from a third party (for example, market data from a data provider such as CoStar), you represent and warrant that you hold all rights and licenses necessary to use that data in the Platform, and you will indemnify Aurea for any claim arising from your data or its use (Section 15). You will comply with, and not cause Aurea to violate, any use or redistribution restrictions your data provider imposes.

9.3 Aurea-assembled data. Where Aurea assembles market research from public or redistributable sources, such assembled data is likewise provided AS IS and is a decision-support input only (Sections 6 and 11).

10. CONFIDENTIALITY

Each party may access the other's non-public "Confidential Information." The recipient will use it only to perform under these Terms and protect it with at least reasonable care. Customer Data is your Confidential Information; the Platform and Aurea's pricing, methods, prompts, and templates are Aurea's Confidential Information. Exclusions: information that is public, independently developed, or rightfully received from a third party. Compelled disclosures are permitted with notice where lawful.

11. NOT PROFESSIONAL ADVICE — IMPORTANT

11.1 Not advice. The Platform and its Outputs (including underwriting models, valuations, market research, and investment memos) are for informational and decision-support purposes only and are NOT professional investment, financial, legal, tax, accounting, brokerage, or real-estate advice.

11.2 Not an appraisal or opinion of value. No Output is a certified appraisal, broker opinion of value, fairness opinion, securities analysis, lending decision, insurance valuation, or guarantee of any price, return, or outcome. Every valuation and projection is an automated estimate.

11.3 No fiduciary or advisory relationship. Your use of the Platform creates no fiduciary, investment-adviser, broker-dealer, agency, or other advisory relationship between you and Aurea. Aurea is not registered as an investment adviser or broker-dealer.

11.4 Not a securities offer. Outputs (including memos you may share with investors) are not, and must not be presented by you as, an offer, solicitation, or recommendation to buy or sell any security or investment interest.

11.5 Your responsibility. You are solely responsible for your investment, lending, and business decisions. Conduct your own due diligence and consult licensed appraisers, attorneys, accountants, and investment professionals before acting on any Output.

12. INTELLECTUAL PROPERTY

12.1 Aurea IP. Aurea retains all right, title, and interest in and to the Platform, including all software, models, prompts, templates, workflows, and improvements, and all intellectual property therein. No rights are granted except the limited access right in Section 2 and the Output assignment in Section 6.2.

12.2 Feedback. You grant Aurea a perpetual, royalty-free license to use feedback and suggestions to improve the Platform, provided Aurea does not identify you or use Customer Data.

13. WARRANTIES & DISCLAIMERS

13.1 Authority. Each party warrants it has authority to enter these Terms.

13.2 AS IS. EXCEPT AS EXPRESSLY STATED, THE PLATFORM, OUTPUTS, AND ANY THIRD-PARTY DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." AUREA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF OUTPUTS OR DATA. Aurea does not warrant that the Platform will be uninterrupted or error-free.

14. LIMITATION OF LIABILITY

14.1 Exclusion. Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, data, or business, however caused.

14.2 Cap. Aurea's aggregate liability arising out of or relating to these Terms is capped at the fees you paid or owe to Aurea in the twelve (12) months preceding the claim.

14.3 Reliance on Outputs. Without limiting the above, Aurea is not liable for decisions you make, or losses you incur, in reliance on Outputs or third-party data; you are responsible for independent review (Sections 6.1 and 11).

14.4 Carve-outs. The cap and exclusions in Sections 14.1-14.2 do not apply to: (a) your obligation to pay fees; (b) either party's indemnification obligations (Section 15); (c) a party's breach of its confidentiality obligations (Section 10); or (d) a party's willful misconduct.

15. INDEMNIFICATION

15.1 By you. You will indemnify Aurea against third-party claims arising from (a) your Customer Data or your lack of rights to it (including BYO data under Section 9.2); (b) your or your Authorized Users' use of the Platform or Outputs in violation of these Terms or law; and (c) your reliance on, or presentation of, Outputs.

15.2 By Aurea. Aurea will indemnify you against third-party claims that the Platform (excluding Customer Data, third-party data, and Outputs) infringes a U.S. intellectual-property right, subject to the cap in Section 14.2.

16. TERM & TERMINATION

16.1 Term. These Terms apply while you have an account or Subscription. Subscriptions renew per Section 3.4 until cancelled per Section 5.

16.2 Termination for cause. Either party may terminate on material breach uncured within 30 days' notice. Aurea may suspend or terminate immediately for non-payment, security risk, or violation of Section 7.

16.3 Effect. On termination, access ceases; accrued fees remain due; Sections 5.2, 8.5, 10, 11, 12, 13, 14, 15, and 18 (including the Section 18.2 arbitration and class-action waiver) survive.

17. CHANGES TO THE TERMS AND THE PLATFORM

17.1 Terms. We may update these Terms per Section 0.1 (material changes require re-acceptance; price changes per Section 3.5).

17.2 Platform. We may modify, add, or discontinue Platform features. We will not materially reduce core functionality of a paid Subscription during a paid period without notice.

18. GENERAL

18.1 Governing law. Oregon law governs these Terms, without regard to conflicts principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in Section 18.2.

18.2 Dispute resolution; binding arbitration. (a) Informal resolution first. Before starting an arbitration, a party will give the other written notice of the dispute and the parties will attempt in good faith to resolve it for 30 days. (b) Binding arbitration. Except as provided in (e), any dispute arising out of or relating to these Terms or the Platform will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The seat of arbitration is Multnomah County, Oregon; hearings may be held there or by videoconference. The arbitrator's award may be entered in any court of competent jurisdiction. (c) Class-action waiver. Disputes will be arbitrated only on an individual basis. The parties waive any right to bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate more than one party's claims or preside over any representative proceeding. If this class-action waiver is found unenforceable, the entirety of Section 18.2 is null and void (but Section 18.1 governing law and Section 18.3 venue survive). (d) Jury-trial waiver. To the extent any dispute proceeds in court rather than arbitration, each party waives any right to a jury trial. (e) Carve-outs. Either party may (i) bring an individual claim in small-claims court if it qualifies, and (ii) seek injunctive or equitable relief in court to protect its intellectual property or Confidential Information (Sections 10, 12) pending arbitration.

18.3 Venue (non-arbitrable matters). For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Multnomah County, Oregon.

18.4 Assignment. You may not assign these Terms without our consent; Aurea may assign to a successor in a merger or sale of substantially all assets.

18.5 Independent contractors. The parties are independent contractors; nothing creates a partnership or agency.

18.6 Notices. To Aurea: legal@withaurea.com. To you: the email and account contact on file.

18.7 Entire agreement; severability; force majeure; e-signature. These Terms (with the checkout Order) are the entire agreement and supersede prior understandings on the subject. If a provision is unenforceable, the rest remains in effect. Neither party is liable for delays beyond its reasonable control. Electronic acceptance is binding.