Terms of Use

Effective Date: June 2, 2026

Welcome to Unilease. Unilease, LLC ("Unilease," "We," "Our," or "Us") provides an artificial-intelligence-powered software platform that helps commercial real estate stakeholders — including, without limitation, tenants, landlords, brokers, advisors, property managers, and other real estate service providers — extract, organize, monitor, share, and act on real estate leases, agreements, property information, and related materials (the "Service").

These Terms of Use ("Terms") govern Your access to and use of the Service, including unilease.com and any associated websites, applications, APIs, and interfaces (collectively, the "Platform"). By accessing or using the Platform, You acknowledge that You have read, understood, and agree to be bound by these Terms.

THE SERVICE INCLUDES AUTOMATED OUTPUTS GENERATED BY ARTIFICIAL INTELLIGENCE. SUCH OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES AND MUST BE INDEPENDENTLY VERIFIED BY YOU BEFORE RELIANCE. THE SERVICE ALSO INCLUDES AUTOMATED REMINDERS AND NOTIFICATIONS THAT ARE ADVISORY ONLY AND ARE NOT A SUBSTITUTE FOR YOUR OWN TRACKING OF LEASE OBLIGATIONS. PLEASE READ SECTIONS 4, 5, 14, AND 15 CAREFULLY.

If You do not accept these Terms, You are not authorized to access or use the Platform.

1. Definitions

"Authorized User" means an individual employed by or authorized by Customer to access the Platform under Customer's account.

"Customer" means the business entity, or the individual acting in a commercial capacity (including a sole practitioner, broker, advisor, landlord, or tenant operating in a professional capacity), on whose behalf You access or use the Platform. The Platform is intended for commercial use only and is not offered to consumers acting for personal, family, or household purposes.

"Customer Content" means any documents, files, text, data, images, photographs, floor plans, site plans, drawings, property information, marketing materials, comments, messages, or other materials uploaded, submitted, transmitted, or generated by Customer or its Authorized Users on or through the Platform, including but not limited to lease agreements, amendments, exhibits, correspondence, market surveys, and property listings.

"Output" means any data, abstracts, analyses, schedules, summaries, charts, notifications, or other materials generated by the Platform from Customer Content, including AI-Generated Output.

"AI-Generated Output" means Output produced in whole or in part by artificial intelligence, machine learning, or large language model technologies, whether operated by Unilease or by a third-party AI provider.

"Critical Date Notifications" means automated reminders, alerts, or notices generated by the Platform regarding deadlines, expirations, option windows, or other dates derived from Customer Content.

"De-Identified Data" means data derived from Customer Content from which all reasonably identifying information (including tenant name, landlord name, specific street address, and other directly identifying fields) has been removed, redacted, or transformed such that it cannot reasonably be associated with Customer or a specific lease.

"Aggregated Data" means De-Identified Data that has been combined with data from other sources or customers for statistical, analytical, or benchmarking purposes.

"Subprocessors" means third-party service providers engaged by Unilease to process Customer Content in support of the Service, including without limitation hosting providers, database providers, AI model providers, and email delivery providers. A current list of material Subprocessors is available upon request as described in Section 9(b).

"You" or "Your" means the individual accepting these Terms and the Customer on whose behalf such individual is authorized to act.

2. Eligibility and Account Creation

The Platform is intended for use by commercial businesses, real estate professionals, and individuals acting in a commercial capacity within the commercial real estate industry, including without limitation tenants, landlords, brokers, advisors, sole practitioners, and property managers. By accepting these Terms, You represent and warrant that (a) You are at least 18 years of age, (b) You are accessing the Platform for commercial purposes and not for personal, family, or household use, (c) if You are accessing on behalf of a business entity, You have the authority to bind that entity, (d) You and Customer are not barred from using the Platform under the laws of any applicable jurisdiction, and (e) the information You provide in creating Your account is accurate and complete.

You are responsible for maintaining the confidentiality of Your account credentials and for all activity occurring under Your account. You agree to notify Unilease immediately of any unauthorized use. Account sharing among individuals is prohibited; each Authorized User must have a separate account where required by Customer's subscription tier.

Unilease reserves the right to suspend or terminate any account at its sole discretion in the event of violation of these Terms, false representations, or non-payment, and otherwise as set forth in Section 13.

3. Description of the Service and License to Customer

The Service is a software platform that uses artificial intelligence to extract structured information from commercial real estate documents uploaded by Customer; organizes such information into abstracts, schedules, and dashboards; generates Critical Date Notifications; and may provide additional features including without limitation conversational AI agents, market surveys, property comparisons, user-to-user messaging, commenting, content sharing, and analytical or benchmarking features (collectively, the "Features"). Unilease may add, modify, or discontinue Features at any time, with or without notice to Customer.

Conversational AI Agents. The Service may include or make available AI-powered conversational agents that enable Customer to ask questions about Customer Content, request summaries or analyses, and receive responses generated by artificial intelligence ("AI Agents"). AI Agents are subject to the same disclaimers and verification obligations applicable to AI-Generated Output under Section 4. Customer acknowledges that AI Agents may produce responses that are inaccurate, incomplete, outdated, or inconsistent with the underlying Customer Content, and that conversational AI carries a higher risk of error and hallucination than structured extraction. Customer shall not rely on AI Agent responses for any legal, financial, accounting, tax, or operational decision without independent review and verification. AI Agents are informational only and do not provide professional advice of any kind. To the extent any AI Agent is capable of taking actions on Customer's behalf (including but not limited to sending communications, modifying records, or invoking other services), Customer authorizes such actions only to the extent expressly enabled by Customer through the Platform and accepts sole responsibility for the consequences of such authorized actions.

Subject to these Terms and to Customer's payment of applicable fees, Unilease grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the Subscription Term for Customer's internal business purposes, and to use the Output as applied to Customer's own Customer Content.

THE SERVICE IS A SOFTWARE TOOL. IT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT. UNILEASE IS NOT A LAW FIRM, A REAL ESTATE BROKERAGE, AN ACCOUNTING FIRM, OR A LICENSED FINANCIAL ADVISOR, AND THE SERVICE DOES NOT PROVIDE LEGAL, BROKERAGE, ACCOUNTING, TAX, OR INVESTMENT ADVICE. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR ENGAGING QUALIFIED PROFESSIONALS FOR ANY ADVICE OR SERVICES REQUIRING SUCH EXPERTISE.

4. AI-Generated Output

Customer acknowledges and agrees to the following with respect to AI-Generated Output:

(a) Nature of AI Output. The Service uses artificial intelligence, including large language models operated by Unilease and by third-party AI providers, to generate Output from Customer Content. AI-Generated Output is probabilistic and may contain errors, omissions, hallucinations, misinterpretations, inconsistencies, or inaccuracies, including without limitation incorrect dates, miscalculated rent amounts, mislabeled parties, or missing provisions.

(b) Mandatory Verification. Customer is solely responsible for independently reviewing and verifying all AI-Generated Output against the underlying Customer Content before relying on such Output for any business, legal, financial, or operational decision. Customer agrees that it will not rely on AI-Generated Output as the exclusive source of information for any material decision.

(c) Non-Deterministic. Customer acknowledges that AI-Generated Output is non-deterministic. Re-processing the same document at a different time may produce different results. Unilease makes no warranty that AI-Generated Output will be consistent across runs, users, or model versions.

(d) Right to Change AI Components. Unilease may, at any time and without notice, change, replace, add, remove, or modify the AI models, prompts, providers, methodologies, or extraction logic used by the Service. Such changes may affect the form, content, or accuracy of Output.

(e) Third-Party AI Providers. Customer acknowledges that the Service may transmit Customer Content to one or more third-party AI providers for processing. Such transmission and processing are conducted under Zero Data Retention terms: Customer Content and the resulting Output are processed solely to fulfill the applicable request, are not retained by the third-party AI provider beyond the completion of processing, and are not used by any third-party AI provider to train, fine-tune, or otherwise develop its models. Unilease routes AI processing only to providers that operate under such Zero Data Retention and no-training terms. The identity of current AI provider Subprocessors is available upon request as described in Section 9(b). Unilease may add, substitute, or remove AI providers, and route Customer Content among providers, at its discretion, provided that any provider to which Customer Content is routed remains bound to equivalent Zero Data Retention and no-training obligations.

(f) Beta and Preview Features. From time to time, Unilease may offer beta, preview, alpha, or experimental features. Such features are provided "AS-IS" without any representations or warranties whatsoever, may change or be discontinued at any time, and may produce Output of substantially lower accuracy than the general Service.

5. Critical Date Notifications

Customer acknowledges and agrees to the following with respect to Critical Date Notifications:

(a) Advisory Only. Critical Date Notifications are provided as a convenience and are advisory and informational only. They are not, and shall not be construed as, a legal calendar, a docketing system, a tickler, or any form of binding deadline-management service.

(b) Customer's Sole Responsibility. Customer retains sole and exclusive responsibility for (i) tracking, calendaring, and meeting all deadlines, exercise windows, notice periods, and obligations under its commercial leases; (ii) consulting the underlying lease documents and qualified counsel to determine actual rights and deadlines; and (iii) taking all actions required to preserve any rights, options, or claims under such leases.

(c) The Lease Is the System of Record. The original lease document, as amended, is the authoritative source for all dates, terms, and obligations. The Platform is not the system of record and does not replace the lease.

(d) No Delivery Guarantee. Notifications may be delayed, blocked, filtered, misdirected, or undelivered due to technical, network, email-provider, or other factors outside Unilease's control. Unilease does not guarantee delivery of any notification.

(e) Express Waiver. CUSTOMER EXPRESSLY WAIVES AND RELEASES UNILEASE FROM ANY AND ALL CLAIMS ARISING FROM OR RELATED TO MISSED, LATE, INACCURATE, OMITTED, OR UNDELIVERED CRITICAL DATE NOTIFICATIONS, INCLUDING WITHOUT LIMITATION CLAIMS RELATING TO LOST RENEWAL RIGHTS, EXPIRED OPTIONS, MISSED NOTICE WINDOWS, HOLDOVER PENALTIES, OR ANY OTHER FINANCIAL OR LEGAL CONSEQUENCE OF MISSING A LEASE DEADLINE.

6. Customer Content; Upload Representations

(a) Customer Reps and Warranties. By uploading or otherwise submitting Customer Content to the Platform, Customer represents and warrants that:

  1. Customer owns or has the right to upload such Customer Content;
  2. such upload does not violate any confidentiality obligation, non-disclosure agreement, lease provision, brokerage agreement, or other contractual or legal restriction owed by Customer to any third party, including without limitation any landlord, prior tenant, broker, or counsel;
  3. any personal information contained in Customer Content was lawfully collected and may lawfully be shared with Unilease and its Subprocessors for the purposes of the Service;
  4. Customer has all rights necessary to grant the licenses set forth in Section 7; and
  5. the Customer Content does not infringe the intellectual property rights of any third party or violate any applicable law.

(b) Reliance. Unilease relies on these representations and does not independently verify them. Customer's indemnification obligations under Section 16 expressly cover breach of the representations in this Section 6.

(c) Multi-Party Documents. Customer acknowledges that commercial real estate documents typically involve multiple parties (including without limitation tenants, landlords, brokers, guarantors, and lenders) and that more than one party to a given document may upload the same or related documents to the Platform. Unilease's processing of Customer Content under these Terms applies to Customer's instance of such documents and does not adjudicate or determine ownership, accuracy, or interpretation as among the parties to the underlying transaction. Customer remains solely responsible for resolving any disputes among parties to a real estate transaction.

7. Data Rights and License to Unilease

(a) Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Content. Unilease retains all right, title, and interest in and to the Platform, the Service, all underlying software, models, prompts, schemas, workflows, extraction methodologies, and all derivatives and improvements thereof.

(b) License to Unilease. Customer grants Unilease a worldwide, royalty-free, fully-paid, sublicensable license to access, host, copy, transmit, process, analyze, display, and otherwise use Customer Content as necessary to (i) provide and operate the Service for Customer; (ii) generate Output from Customer Content; (iii) evaluate, test, debug, and improve Unilease's own AI models, prompts, extraction logic, and related technologies, including based on Customer corrections, edits, feedback, and De-Identified Data; provided that Unilease does not transmit raw, identifiable Customer Content to any third-party AI provider for the purpose of training, fine-tuning, or developing that provider's models, and any improvement of Unilease's own models is conducted using De-Identified Data and Customer corrections, edits, and feedback rather than by transmitting identifiable Customer Content to third parties for training; (iv) create De-Identified Data and Aggregated Data; and (v) operate, secure, maintain, and improve the Platform.

(c) De-Identified and Aggregated Data. Customer further grants Unilease a perpetual, irrevocable, worldwide, royalty-free, fully-paid license to use De-Identified Data and Aggregated Data for any lawful purpose, including without limitation generating market intelligence, comparative lease analytics ("comps"), benchmarks, industry reports, product improvements, and commercial offerings, and to share or commercialize such De-Identified Data and Aggregated Data with third parties. De-Identified Data and Aggregated Data shall not be considered Customer Content or Confidential Information and shall survive termination of these Terms.

(d) Default Rule for Aggregation. Customer acknowledges that the value of the Service depends in part on the aggregation of data from many customers. Unless Customer expressly designates specific Customer Content as "Restricted" through the Platform's designated mechanism, Customer Content may be used to generate De-Identified Data and Aggregated Data in accordance with this Section 7.

(e) Feedback. Any feedback, suggestions, corrections, ideas, or recommendations Customer provides to Unilease regarding the Platform are non-confidential and become the property of Unilease, which may use them without restriction or compensation.

(f) User-to-User Sharing. The Platform may offer Features that permit Customer to share Customer Content, Output, market surveys, or other materials with other users of the Platform. When Customer elects to share with another user, Customer grants the recipient user a license to access and use the shared content for the recipient's internal business purposes consistent with these Terms. Customer is solely responsible for determining what to share, with whom, and for any consequences of such sharing, including without limitation any breach of confidentiality, brokerage, or fiduciary obligations Customer may owe to third parties. Unilease has no obligation to monitor, restrict, or unwind user-initiated sharing.

8. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential under the circumstances. Customer Content is Confidential Information of Customer. The Platform, pricing, and non-public features are Confidential Information of Unilease.

Each party agrees (i) to use the other party's Confidential Information solely to perform its obligations or exercise its rights under these Terms; (ii) to protect such Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not to disclose such Confidential Information to any third party except to its employees, contractors, and Subprocessors who have a need to know and are bound by obligations of confidentiality no less protective than those herein.

Exclusions. Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) lawfully obtained from a third party without confidentiality obligation, (c) independently developed without reference to the disclosing party's Confidential Information, or (d) De-Identified Data or Aggregated Data.

9. Privacy and Data Processing

Unilease's collection, use, and disclosure of personal information is governed by its Privacy Policy, which is incorporated herein by reference.

(a) Service Provider Designation. With respect to personal information of California residents, Unilease acts as a "Service Provider" as defined under the California Consumer Privacy Act ("CCPA") and California Privacy Rights Act ("CPRA"). Unilease will not sell or share personal information except as permitted under such laws.

(b) Subprocessors. Unilease engages third-party Subprocessors to support delivery of the Service, including without limitation hosting, database, AI processing, and email delivery providers. AI processing Subprocessors are engaged under Zero Data Retention terms as described in Section 4(e). Customer may request a current list of material Subprocessors by emailing support@unilease.com, and Unilease will provide such list within a reasonable time. Unilease reserves the right to engage, substitute, modify, or remove Subprocessors at its sole discretion without prior notice. Additional Subprocessor disclosure rights, including advance notice of changes, may be set forth in an executed Data Processing Addendum for customers requiring such terms.

(c) Data Processing Addendum. For enterprise customers and customers with applicable regulatory requirements, a Data Processing Addendum ("DPA") is available upon request and, when executed, shall supplement these Terms.

(d) Data Location. Customer Content is processed in the United States and other locations as required to deliver the Service. Customer consents to such processing.

(e) Retention and Deletion. Customer Content is retained during the Subscription Term and for up to 30 days following termination, after which Customer Content will be deleted from active systems. De-Identified Data and Aggregated Data survive deletion as set forth in Section 7.

(f) Security. Unilease maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Content. No system is perfectly secure; Customer is responsible for its own credentials and access controls.

10. Acceptable Use

Customer and its Authorized Users shall not:

  1. use the Platform in violation of any applicable law or regulation, or to infringe the intellectual property, privacy, or other rights of any person;
  2. upload, transmit, or distribute any malware, virus, worm, or other harmful code;
  3. attempt to gain unauthorized access to the Platform, any account other than Customer's own, or any underlying system, server, or network;
  4. probe, scan, test, or interfere with the security or integrity of the Platform;
  5. reverse-engineer, decompile, or disassemble any portion of the Platform, including the AI models, prompts, schemas, or extraction logic, except to the extent such restriction is prohibited by applicable law;
  6. scrape, crawl, or use any automated means to extract data from the Platform other than through interfaces expressly authorized by Unilease;
  7. use the Platform, Output, or De-Identified Data to develop a product, service, or feature that competes with the Service, or for benchmarking or competitive intelligence purposes;
  8. impersonate any person, misrepresent identity or affiliation, or share account credentials;
  9. circumvent any usage limits, rate limits, or technical restrictions; or
  10. use the Platform to upload content that is unlawful, defamatory, harassing, obscene, or that violates the rights of any third party.

Violation of this Section 10 may result in immediate suspension or termination without refund and may subject Customer to liability for damages.

11. User-to-User Interactions

The Platform may offer Features that enable Customer to communicate with, share content with, comment on the content of, or otherwise interact with other users of the Platform ("User-to-User Features"), including without limitation messaging, commenting, sharing, content posting, and collaborative workspaces.

(a) User-Generated Content. Any content Customer transmits or posts through User-to-User Features ("User-Generated Content") is Customer Content and is subject to Sections 6 and 7. Customer is solely responsible for User-Generated Content and for any consequences of posting or sharing it. Unilease does not endorse, verify, or assume responsibility for User-Generated Content.

(b) No Obligation to Monitor. Unilease has no obligation to monitor, review, edit, or remove User-Generated Content but reserves the right to do so at its sole discretion. Customer acknowledges that Unilease acts as an interactive computer service provider and is entitled to the protections of Section 230 of the Communications Decency Act and analogous laws to the maximum extent permitted.

(c) Content Standards. In addition to the prohibitions in Section 10, Customer shall not post or transmit User-Generated Content that is defamatory, harassing, threatening, discriminatory, obscene, false or misleading, infringing of any third-party right, in violation of applicable law, or that constitutes spam, mass unsolicited communications, or commercial solicitation outside the intended use of the Platform.

(d) Reporting and Removal. Customer may report User-Generated Content that violates these Terms by emailing support@unilease.com. Unilease may, in its sole discretion and without notice, remove User-Generated Content, suspend or terminate the posting user, or take any other action it deems appropriate.

(e) Disclaimer Among Users. Unilease is not a party to any communication, transaction, agreement, or relationship between Customer and any other user of the Platform. Customer assumes all risk of interacting with other users, including without limitation the risk that other users may misuse shared Customer Content, breach confidentiality, or provide inaccurate information. Customer releases Unilease from any liability arising from such interactions.

(f) DMCA. Unilease responds to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act. Notices may be sent to the DMCA Designated Agent identified in Section 23.

12. Fees, Payment, and Auto-Renewal

(a) Fees. Customer shall pay all fees set forth in the applicable Order Form or subscription plan. Fees are non-refundable except as expressly stated. All fees are exclusive of applicable taxes, which Customer is responsible for.

(b) Auto-Renewal. Unless otherwise stated, subscriptions automatically renew at the end of each Subscription Term for an additional term of equal length at the then-current rates. Customer may cancel auto-renewal at any time through account settings or by providing written notice no less than 30 days prior to the renewal date. Where required by applicable state law (including California Business and Professions Code §17600 et seq.), Unilease will provide statutorily-compliant notice and cancellation mechanisms.

(c) Price Changes. Unilease may modify subscription pricing for renewal terms upon 30 days' prior notice. Continued use following the effective date of a price change constitutes acceptance.

(d) Late Payment. Past-due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

13. Term and Termination

(a) Term. These Terms are effective upon Your first access to the Platform and continue until terminated as set forth herein.

(b) Termination by Customer. Customer may terminate its subscription at the end of the then-current Subscription Term by (i) canceling through self-service tools made available in account settings or (ii) sending written notice to support@unilease.com from the email address associated with the Customer account. Unilease may terminate any free or trial account at any time.

(c) Termination by Unilease for Convenience. Unilease may terminate these Terms or Customer's access to the Platform for any reason or no reason by providing Customer with at least sixty (60) days' advance written notice. Such notice may be delivered by email to the Customer account email address or through prominent notice on the Platform. In the event of termination for convenience by Unilease prior to the end of a paid Subscription Term, Unilease shall refund a pro-rata portion of prepaid fees for the unused portion of the Subscription Term.

(d) Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within thirty (30) days of written notice (or immediately for breaches not capable of cure).

(e) Suspension. Unilease may suspend Customer's access to the Platform at any time, without notice and without refund, in the event of suspected violation of these Terms, suspected unauthorized access, non-payment, or to protect the security or integrity of the Platform.

(f) Effect of Termination. Upon termination, Customer's access to the Platform will end. Customer may export its Customer Content for a period of thirty (30) days following termination through tools provided in the Platform. Thereafter, Customer Content will be deleted from active systems, subject to Unilease's right to retain De-Identified Data and Aggregated Data under Section 7 and to retain backups in the ordinary course consistent with Unilease's data retention policies.

(g) Survival. Sections 1, 4, 5, 6, 7, 8, 11, 14, 15, 16, 17, 18, 20, 21, and 24, and any payment obligations accrued prior to termination, survive termination.

14. Disclaimer of Warranties

THE PLATFORM, THE SERVICE, AND ALL OUTPUT (INCLUDING WITHOUT LIMITATION AI-GENERATED OUTPUT AND CRITICAL DATE NOTIFICATIONS) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, UNILEASE DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

WITHOUT LIMITING THE FOREGOING, UNILEASE EXPRESSLY DISCLAIMS:

  1. ANY WARRANTY THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR FREE FROM ERROR, OMISSION, HALLUCINATION, OR MISINTERPRETATION;
  2. ANY WARRANTY THAT CRITICAL DATE NOTIFICATIONS WILL BE DELIVERED, ACCURATE, TIMELY, OR COMPLETE;
  3. ANY WARRANTY THAT OUTPUT IS SUITABLE FOR LEGAL, FINANCIAL, ACCOUNTING, TAX, OR INVESTMENT PURPOSES; AND
  4. ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH IN THESE TERMS.

15. Limitation of Liability

(a) Exclusion of Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST RENEWAL OR EXTENSION RIGHTS, MISSED OPTIONS, HOLDOVER PENALTIES, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Cap on Direct Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (I) THE FEES PAID BY CUSTOMER TO UNILEASE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100).

(c) Exclusions from Cap. The limitations in this Section 15 shall not apply to (i) Customer's payment obligations; (ii) either party's indemnification obligations under Section 16 or 17; (iii) breach of Section 8 (Confidentiality); (iv) Customer's violation of Section 10 (Acceptable Use); or (v) liability that cannot be limited under applicable law.

(d) Basis of the Bargain. Customer acknowledges that the disclaimers and limitations in Sections 13 and 14 are a fundamental basis of the bargain between the parties and that the fees charged for the Service reflect such allocation of risk.

16. Customer Indemnification

Customer shall defend, indemnify, and hold harmless Unilease and its officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Customer Content, including any claim by a landlord, broker, prior tenant, counterparty, or other third party that the upload or processing of Customer Content violated a confidentiality, non-disclosure, or contractual obligation; (b) Customer's breach of the representations in Section 6; (c) Customer's violation of Section 10 (Acceptable Use); (d) Customer's violation of applicable law; or (e) Customer's reliance on Output without independent verification.

Unilease shall give Customer prompt notice of any such claim, reasonable cooperation in defense, and the right to control the defense and settlement (provided that no settlement requiring admission of liability or non-monetary obligations of Unilease shall be made without Unilease's written consent).

17. Unilease Indemnification

Unilease shall defend, indemnify, and hold harmless Customer from third-party claims alleging that Customer's authorized use of the Platform, as provided by Unilease, infringes a valid United States patent, copyright, or trademark. Unilease's obligations under this Section 17 shall not apply to claims arising from (a) modifications to the Platform not made by Unilease; (b) combination of the Platform with products, services, or data not provided by Unilease; (c) Customer Content; (d) Customer's use of beta, preview, or experimental features; or (e) Customer's continued use after notice of an alleged infringement.

If the Platform is, or in Unilease's opinion is likely to become, the subject of an infringement claim, Unilease may, at its option and expense, (i) procure for Customer the right to continue using the Platform; (ii) modify or replace the Platform to make it non-infringing; or (iii) terminate the affected portion of the Service and refund any prepaid fees on a pro-rata basis. This Section 17 states Unilease's entire liability and Customer's sole remedy for any claim of infringement.

18. Intellectual Property

(a) Unilease IP. Unilease and its licensors retain all right, title, and interest in and to the Platform, the Service, all underlying software, AI models, prompts, schemas, workflows, extraction logic, designs, trademarks, logos, and all derivatives, modifications, and improvements thereof. No license is granted to Customer except as expressly set forth in Section 3.

(b) Customer Content. Subject to the licenses granted in Section 7, Customer retains ownership of Customer Content.

(c) Output. Subject to Unilease's underlying intellectual property rights in the Platform and to the rights granted to Unilease in Section 7, Customer may use the Output produced from its own Customer Content for its internal business purposes.

(d) Trademarks. "Unilease" and the Unilease logo are trademarks of Unilease, LLC. No license to use such trademarks is granted under these Terms.

19. Modification of Terms

Unilease may modify these Terms from time to time. For material changes, Unilease will provide at least 30 days' advance notice via email to Customer's account email address and through prominent notice on the Platform. If Customer does not agree to material changes, Customer may terminate its subscription prior to the effective date of such changes and receive a pro-rata refund of any prepaid fees for the unused portion of the Subscription Term. Continued use of the Platform after the effective date of any modification constitutes acceptance.

20. Dispute Resolution

(a) Informal Resolution. The parties shall attempt in good faith to resolve any dispute through informal negotiation between authorized representatives within 30 days of written notice of the dispute.

(b) Binding Arbitration. Any dispute not resolved informally shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Austin, Texas, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

(c) Class Action Waiver. CUSTOMER AND UNILEASE EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY.

(d) Carve-Outs. Either party may seek injunctive or equitable relief in a court of competent jurisdiction for claims relating to intellectual property infringement, misappropriation of confidential information, or violation of Section 10. Either party may also bring an individual action in small claims court.

(e) Opt-Out. Customer may opt out of this Section 20 by sending written notice to support@unilease.com within 30 days of first accepting these Terms. Such opt-out does not affect any other provision.

21. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Subject to Section 20, the state and federal courts located within the State of Texas shall have exclusive jurisdiction over any action arising out of or relating to these Terms or the Service. Customer consents to personal jurisdiction in any Texas state or federal court selected by Unilease when Unilease is the plaintiff. For enterprise customers under negotiated Order Forms, governing law and venue may be modified by mutual written agreement.

22. International Use and Export

The Platform is operated from the United States. Unilease makes no representation that the Platform is appropriate or available for use outside the United States. Customers accessing the Platform from outside the United States do so at their own risk and consent to the transfer and processing of Customer Content in the United States. Customer shall comply with all applicable export control laws and sanctions and shall not access the Platform from any embargoed country or while on any U.S. government denied-party list.

23. Notice

Notices to Unilease shall be sent to legal@unilease.com and to Unilease, LLC, PO Box 80235, Austin, TX 78708. Notices to Customer shall be sent to the email address associated with Customer's account. Either party may update its notice address by giving notice in accordance with this Section.

DMCA Designated Agent: Rob Marshall, PO Box 80235, Austin, TX 78708, dmca@unilease.com.

24. General Provisions

(a) Entire Agreement. These Terms, together with the Privacy Policy, any DPA, and any executed Order Form, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements.

(b) Severability. If any provision is held invalid, the remaining provisions remain in full force.

(c) Waiver. No waiver of any provision shall be effective unless in writing. Failure to enforce any provision is not a waiver.

(d) Assignment. Customer may not assign these Terms without Unilease's prior written consent. Unilease may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law without consent.

(e) Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, war, pandemic, government action, internet or telecommunications failure, or third-party service provider outages.

(f) No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

(g) Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, or agency.

(h) Electronic Signatures. The parties consent to the use of electronic signatures and to electronic delivery of these Terms and related communications.

(i) Headings. Section headings are for convenience only and have no substantive effect.

25. Contact

Unilease, LLC
PO Box 80235
Austin, TX 78708