Legal
Effective March 13, 2026 · Version 1.0 · Governing Law: State of Texas
This document constitutes the complete Terms of Service and Data Processing Agreement (collectively, the “Agreement”) governing access to and use of the AccompliceRE platform (the “Platform”), a commercial real estate SaaS product operated by Accomplice Real Estate, LLC, a Texas limited liability company (“Company,” “we,” “us,” or “our”), doing business as AccompliceRE.
BY CLICKING “I AGREE,” CREATING AN ACCOUNT, OR ACCESSING OR USING THE PLATFORM, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE TO ALL OF THESE TERMS, CUSTOMER MUST NOT ACCESS OR USE THE PLATFORM.
The following capitalized terms have the meanings set forth below throughout this Agreement:
Subject to Customer's compliance with this Agreement and timely payment of all applicable Fees, the Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license during the Subscription Term to access and use the Platform solely for Customer's internal business purposes in connection with commercial real estate brokerage, lease analysis, and related activities.
Customer's access is limited to the number of Users, Firm accounts, and any other usage parameters set forth in the applicable Order Form or established at the time of subscription. Customer may not exceed authorized usage limits without written consent from the Company or payment of applicable overage fees.
Customer shall not, and shall not permit any User or third party to:
This Agreement does not transfer any ownership interest in the Platform to Customer. The Company retains all right, title, and interest in the Platform, including all software, models, prompts, algorithms, and associated intellectual property, whether or not such elements are visible to Customer.
Customer is responsible for maintaining the confidentiality of all account credentials and for all activities that occur under Customer's account. Customer shall immediately notify the Company at security@accomplicere.com of any unauthorized access or suspected compromise of any User account.
Customer is responsible for ensuring that all Users comply with this Agreement. Customer shall promptly revoke access for any User who is no longer authorized or who violates this Agreement. Customer's obligations under this Agreement extend to all acts and omissions of Customer's Users.
Customer is solely responsible for the accuracy, completeness, and legality of all Customer Data uploaded to the Platform. The Company does not verify the accuracy of Customer Data and bears no responsibility for errors, omissions, or inaccuracies in Customer Data or Extracted Data resulting from inaccurate, incomplete, or ambiguous source documents.
THE PLATFORM IS A PRODUCTIVITY AND ANALYSIS TOOL. ALL OUTPUTS, INCLUDING EXTRACTED LEASE TERMS, FINANCIAL MODELS, NPV CALCULATIONS, EFFECTIVE RENT CALCULATIONS, AND RELATED ANALYSES, ARE PROVIDED FOR INFORMATIONAL PURPOSES AND TO ASSIST LICENSED PROFESSIONALS IN THEIR WORK. CUSTOMER ACKNOWLEDGES THAT THE PLATFORM DOES NOT PROVIDE LEGAL, FINANCIAL, OR REAL ESTATE ADVICE, AND THAT ALL OUTPUTS MUST BE INDEPENDENTLY VERIFIED BY QUALIFIED PROFESSIONALS BEFORE BEING RELIED UPON FOR BUSINESS DECISIONS. AI EXTRACTION IS NOT INFALLIBLE; BROKERS MUST REVIEW AND VALIDATE ALL EXTRACTED TERMS.
THE PLATFORM IS NOT A SUBSTITUTE FOR INDEPENDENT LEGAL REVIEW OF LEASE DOCUMENTS, LETTERS OF INTENT, OR OTHER COMMERCIAL REAL ESTATE AGREEMENTS BY QUALIFIED LEGAL COUNSEL. CUSTOMER SHOULD CONSULT WITH AN ATTORNEY BEFORE EXECUTING ANY LEASE OR MAKING BINDING COMMITMENTS BASED ON PLATFORM OUTPUTS.
If Customer uses the Platform to generate analyses shared with its own clients (e.g., tenant clients of the brokerage), Customer is solely responsible for the representations made to such clients and for ensuring that Platform outputs are presented accurately and within the context of Customer's professional obligations.
Customer agrees to pay all Fees set forth in the applicable Order Form or, absent an Order Form, the then-current pricing posted at analytics.accomplicere.com/pricing. All Fees are stated in U.S. dollars.
Fees are billed in advance on a subscription basis (monthly or annual, as selected by Customer). Payments are processed through Stripe, the Company's authorized payment processor. By providing a payment method, Customer authorizes the Company to charge all applicable Fees to such payment method.
The Company may offer a free trial period. Upon expiration of the trial period, Customer's subscription will automatically convert to the paid plan selected at the time of signup at the then-current pricing, unless Customer cancels prior to the trial end date. A valid payment method is required to begin a free trial. Customer will not be charged during the trial period.
Subscriptions automatically renew at the end of each Subscription Term for a successive term of equal duration, at the then-current pricing, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current Subscription Term.
Fees not paid by the due date may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if less). The Company reserves the right to suspend access to the Platform for accounts with overdue balances following reasonable notice.
Except as required by applicable law or expressly set forth in this Agreement, all Fees are non-refundable. No refunds or credits will be issued for partial use of a Subscription Term, unused features, or downtime below the applicable SLA threshold (see Section 9).
All Fees are exclusive of applicable taxes. Customer is responsible for all taxes, levies, duties, or similar governmental assessments arising from this Agreement, excluding taxes on the Company's net income.
The Company may modify Fees for future Subscription Terms with at least thirty (30) days' written notice prior to renewal. Continued use of the Platform following a Fee change constitutes acceptance of the new pricing.
The Company owns all right, title, and interest in and to the Platform, including all software, source code, algorithms, AI models, prompts, extraction pipelines, financial models, user interface designs, documentation, trademarks, service marks, trade names, and all intellectual property rights therein. Nothing in this Agreement grants Customer any ownership interest in the Platform or any Company IP.
Customer retains all right, title, and interest in and to Customer Data. The Company claims no ownership of Customer Data, including Extracted Data derived from Customer Data. Customer grants the Company a limited, non-exclusive, royalty-free license to process, store, and use Customer Data solely to provide the Platform services to Customer and as otherwise permitted under this Agreement.
If Customer provides the Company with any suggestions, ideas, enhancement requests, or feedback regarding the Platform (“Feedback”), Customer hereby grants the Company a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and build upon such Feedback in the Platform and other products and services, without obligation or compensation to Customer.
The Company will not use Customer Data to train, fine-tune, or otherwise improve any artificial intelligence or machine learning model, including models used to provide the Platform's AI extraction features, without Customer's prior written consent. This restriction applies to both the Company directly and to any Subprocessors engaged by the Company.
Notwithstanding the foregoing, the Company may compile and use aggregated, de-identified, and anonymized data derived from Platform usage (not including any Customer Data or identifiable information) for purposes of improving the Platform, developing benchmarks, and producing market analytics, provided such data cannot reasonably be used to identify Customer or any individual User.
Each party agrees to maintain the other party's Confidential Information in strict confidence and to use the other party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. Each party agrees to protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement by the receiving party; (b) was rightfully known to the receiving party before disclosure without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the receiving party gives the disclosing party reasonable prior notice (to the extent legally permitted) and cooperates with the disclosing party's efforts to obtain confidential treatment.
Customer Data, including all Extracted Data, is deemed Confidential Information of Customer. The Company's access to Customer Data is governed by this Agreement and, in particular, Part II (Data Processing Agreement).
Each party acknowledges that a breach of this Section 6 may cause irreparable harm for which monetary damages may be inadequate. Each party agrees that the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
The Company represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) the Platform will perform materially in accordance with the Documentation during the Subscription Term; and (c) the Company will maintain reasonable and appropriate administrative, technical, and physical security measures to protect Customer Data as described in Exhibit B of the Data Processing Agreement.
Customer represents and warrants that: (a) it has the legal authority to enter into this Agreement; (b) it has the right to upload Customer Data to the Platform and to grant the Company the license described in Section 5.2; (c) Customer Data does not and will not infringe any third party's intellectual property, privacy, or other rights; and (d) Customer's use of the Platform complies with all applicable laws and regulations.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI EXTRACTION OUTPUT, FINANCIAL MODEL, CALCULATION, OR ANALYSIS GENERATED BY THE PLATFORM; (C) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES; AND (D) WARRANTIES THAT AI-EXTRACTED TERMS WILL BE ACCURATE OR SUITABLE FOR RELIANCE IN LEGAL, FINANCIAL, OR TRANSACTIONAL CONTEXTS WITHOUT INDEPENDENT VERIFICATION BY QUALIFIED PROFESSIONALS.
AI EXTRACTION TECHNOLOGY, INCLUDING LARGE LANGUAGE MODELS, IS SUBJECT TO KNOWN LIMITATIONS INCLUDING BUT NOT LIMITED TO HALLUCINATION (GENERATING PLAUSIBLE BUT INCORRECT OUTPUT), MISINTERPRETATION OF AMBIGUOUS DOCUMENT LANGUAGE, AND EXTRACTION ERRORS. CUSTOMER ACKNOWLEDGES THESE LIMITATIONS AND AGREES THAT ALL AI-GENERATED OUTPUTS MUST BE INDEPENDENTLY VERIFIED BEFORE USE IN ANY BUSINESS, LEGAL, OR FINANCIAL DECISION.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Notwithstanding Section 8.2, the liability cap shall not apply to damages arising from the Company's gross negligence or willful misconduct in connection with a Security Incident, or to the Company's willful unauthorized access to or disclosure of Customer Data.
The parties acknowledge that the limitations of liability set forth in this Section 8 reflect a reasonable allocation of risk between sophisticated commercial parties and are an essential element of the basis of the bargain between the parties. Without these limitations, the Company would not have entered into this Agreement at the Fees set forth herein.
The Company will use commercially reasonable efforts to maintain Platform availability of 99.5% measured on a calendar-month basis, excluding Scheduled Maintenance, Force Majeure events, and circumstances beyond the Company's reasonable control. Downtime caused by the unavailability of third-party infrastructure providers, including but not limited to Vercel, Supabase, Anthropic, Stripe, and AWS, shall not be counted against the uptime commitment.
The Company will provide at least 24 hours' advance notice of Scheduled Maintenance, except for emergency maintenance required to address critical security vulnerabilities, in which case the Company will provide notice as soon as practicable.
If Platform availability falls below 99.5% in any calendar month, Customer's sole and exclusive remedy shall be a service credit equal to 5% of that month's subscription fee for each full percentage point below 99.5%, up to a maximum credit of 30% of that month's fee. SLA credits are Customer's sole remedy for availability issues and do not apply to Customer's obligation to pay Fees.
Due to the variable nature of AI inference, document extraction processing times are not guaranteed. The Company will use commercially reasonable efforts to complete document extraction within 60 seconds of upload for standard PDF and DOCX documents. Extended processing times for large or complex documents do not constitute a Platform availability failure.
Customer will defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, and successors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data, including any claim that Customer Data infringes any third party's intellectual property, privacy, or other rights; (b) Customer's or any User's breach of this Agreement; (c) Customer's use of Platform outputs in violation of applicable law or professional standards; or (d) any representation made by Customer to its own clients regarding Platform outputs.
The Company will defend, indemnify, and hold harmless Customer from and against any claims by third parties alleging that the Platform itself (excluding Customer Data) infringes any valid patent, copyright, trademark, or trade secret right, provided that Customer: (a) promptly notifies the Company in writing of any such claim; (b) grants the Company sole control of the defense; and (c) cooperates with the Company as reasonably requested. This indemnification does not apply to claims arising from Customer's modification of the Platform, combination with third-party products not authorized by the Company, or use of the Platform in violation of this Agreement.
This Agreement begins on the date Customer first accepts it and continues until all Subscriptions have expired or been terminated, subject to earlier termination as provided herein.
Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver appointed.
Customer may terminate this Agreement for convenience upon thirty (30) days' written notice to the Company. Such termination will be effective at the end of the current billing period, and Customer will not be entitled to a refund of prepaid Fees except as required by applicable law.
Upon termination or expiration of this Agreement: (a) all licenses granted to Customer under this Agreement will immediately terminate; (b) Customer will cease all use of the Platform; (c) the Company will provide Customer with a 30-day data export period during which Customer may export Customer Data; and (d) following the data export period, the Company will delete Customer Data from its systems in accordance with Section 14.6 of the Data Processing Agreement (Data Retention and Deletion).
The following provisions survive termination or expiration of this Agreement: Sections 1 (Definitions), 5.1 (Company IP), 6 (Confidentiality), 7.3 (Disclaimers), 8 (Limitation of Liability), 10 (Indemnification), 12 (Governing Law), and all provisions of Part II (Data Processing Agreement) that by their nature should survive.
This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
The parties agree to attempt to resolve any dispute informally by escalating the matter to senior representatives of each party for good-faith negotiation for a period of not less than thirty (30) days before initiating formal proceedings.
If the parties are unable to resolve a dispute through informal negotiation, any dispute arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration conducted in Austin, Texas. Judgment on the arbitration award may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek emergency injunctive relief from a court of competent jurisdiction in Travis County, Texas.
ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION. THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO PARTICIPATE IN A CLASS ACTION.
All notices under this Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email with receipt acknowledged; or (c) sent by overnight courier. Notices to the Company should be directed to: legal@accomplicere.com — Peddie Holdings LLC, Austin, Texas.
This Agreement, including all Exhibits and any applicable Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings.
The Company may update this Agreement from time to time. For material changes, the Company will provide at least thirty (30) days' written notice. Continued use of the Platform after the effective date of an amendment constitutes acceptance. Customer may reject a material amendment by providing written notice and terminating the Agreement effective at the end of the current Subscription Term.
No failure to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.
Customer may not assign this Agreement or any rights or obligations hereunder without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets. Any purported assignment in violation of this Section is void.
Neither party will be liable for any delay or failure in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, telecommunications failures, or cyberattacks not resulting from the party's negligence, provided the affected party provides prompt notice and uses commercially reasonable efforts to resume performance.
This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic acceptance (including click-through acceptance) is a legally binding form of execution.
For questions regarding these Terms of Service, contact: legal@accomplicere.com
Accomplice Real Estate, LLC d/b/a AccompliceRE