Terms of Service

1. Agreement to these terms

These Terms of Service ("Terms") are an agreement between Sophia CRE, Inc., a Delaware corporation ("Sophia CRE," "Sophia," "we," "us," or "our") and the organization or person using our website or services ("you"). By accessing our website, signing an order form, attending AI Workforce Training, or using the Sophia platform, you agree to these Terms and our Privacy Policy.

If you accept these Terms on behalf of an organization, you confirm you have authority to bind it, and "you" and "member" mean that organization.

Order of precedence. If you have signed a Sophia CRE Software & Artificial Intelligence Services Agreement, including its Order Form and Statement of Work, or a Data Processing Addendum with us (together, an "Order"), the Order controls where it conflicts with these Terms. Otherwise, these Terms apply. Where your Order says "Customer," "Customer Data," or "Authorized Users," these Terms say "member," "Member Data," and "authorized users."

Our services are offered to businesses only, not to consumers. You must be at least 18 years old to use them.

2. Our services and your accounts

Sophia CRE provides the following (together, the "Services"), as described in your Order:

• Sophia platform: our AI operating system for commercial real estate firms, including Mission Control, AI workflows, dashboards, audit trails, and integrations with tools such as Microsoft Teams and Slack
• AI Workflow Customization: design, build, tuning, and maintenance of custom AI workflows for your organization
• AI Workforce Training: live, virtual training sessions, exercises, and materials that teach your team practical AI skills
• Support: standard support by email at support@sophiacre.com and by chat, Monday through Friday, 8:00 a.m. to 5:00 p.m. Arizona time (excluding holidays), with a target first response within one business day

Access. As long as you pay the applicable fees and follow these Terms, you may access and use the Services during your term on a non-exclusive, non-transferable, and non-sublicensable basis, solely for your internal business purposes, in line with our documentation and within the user count or capacity in your Order ("Service Capacity").

Accounts. You may permit your employees and contractors ("authorized users") to use the Services. You are responsible for their compliance with these Terms, for keeping login credentials confidential, and for all activity under your accounts. Tell us promptly at support@sophiacre.com if you suspect unauthorized access.

Changes to the Services. We continually improve the Services and may add, change, or retire features. We will not materially reduce the core functionality of a Service you have paid for during your current term.

3. Fees, payment, and renewals

• Fees. You agree to pay the fees in your Order, including any one-time implementation fee. The cost of the AI models behind Sophia is included in your membership. You remain responsible for your own licenses to third-party tools, such as Microsoft Teams or Slack.
• Payment. Unless your Order says otherwise, fees are billed annually in advance and due within 30 days of invoice. Late amounts may accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.
• Taxes. Fees exclude taxes. You are responsible for applicable sales, use, and similar taxes, other than taxes on our income.
• Renewal. After the initial term, memberships renew automatically for successive 12-month periods unless either party gives written notice of non-renewal at least 30 days before the term ends. We will give at least 60 days' notice of any fee increase at renewal.
• Suspension. If any amount is past due, we may suspend the Services after giving you at least 10 days' written notice.
• No refunds. Fees are non-refundable except as stated in these Terms or your Order.

4. Your data and AI output

You own your data. As between you and Sophia, you own all data, documents, and content you or your systems provide to the Services ("Member Data"). You also own the AI-generated results produced for you ("Output"), excluding any Sophia intellectual property embedded in them. You grant us a limited license to host, process, and use Member Data to provide and support the Services for you, and to create and use de-identified data as described below, as described in our Privacy Policy and any Data Processing Addendum.

Third-party AI providers. Some AI features use models licensed from third-party providers. Your use of those features is also subject to any additional provider terms we make available to you before use.

Your responsibilities. You confirm that you have the rights, notices, and consents needed to provide Member Data to us, including personal information about tenants, residents, vendors, investors, and employees, and that your use of the Services complies with applicable law, including fair housing, consumer reporting, and privacy laws.

AI output requires review. Output is generated by probabilistic, automated methods and may be inaccurate, incomplete, biased, or unsuitable for a particular purpose, even when cross-checked across multiple models. Output is not legal, tax, accounting, appraisal, or investment advice. You are responsible for reviewing Output and for decisions made using it, including approving, rejecting, or modifying workflow results before they take effect.

De-identified data. To keep improving Sophia for every member, we may create de-identified data from Member Data and from our operation of the Services, and use it, alone or combined with data from other members, to train, fine-tune, evaluate, and improve AI models and the Services, including models made available to other members. De-identified data does not identify, and cannot reasonably be used to identify, you, your authorized users, or any individual. It excludes your name, property names and addresses, and deal terms, pricing, or financial information attributable to you or a specific property, and it contains no personal information. We maintain reasonable measures to prevent re-identification, will not try to re-identify it, and contractually prohibit anyone we share it with from doing so. We use reasonable safeguards designed to prevent models trained on de-identified data from reproducing your Member Data or confidential information for other members. We own de-identified data.

5. Acceptable use

You and your authorized users will not:

• Use the Services in violation of law, including to discriminate unlawfully in housing, leasing, lending, or employment decisions
• Upload malicious code, or probe, scan, or test the vulnerability of the Services without our written permission
• Reverse engineer, decompile, or otherwise try to derive the source code or underlying models of the Services, or copy or extract our prompts or workflows, except as the law expressly permits
• Use the Services to build a competing product or service, or use the AI features or Output to develop a competing artificial intelligence model
• Resell, sublicense, or provide the Services to third parties other than your authorized users
• Share login credentials or exceed your Service Capacity without our written consent
• Remove any proprietary notices from the Services
• Use the Services to send spam or to infringe or misappropriate anyone's rights
• Use Output to make fully automated decisions with legal or similarly significant effects on individuals without appropriate human review
• Use the Services in violation of the usage policies of our AI model providers, which we will make available on request

We may suspend access that we reasonably believe violates this section or threatens the security of the Services. We will notify you and restore access once the issue is resolved.

6. Training and custom workflow terms

7. Intellectual property, confidentiality, and third-party services

Our IP. Sophia and its licensors own the Services, including the Sophia platform, Mission Control, the AI Synchronization Model™, our documentation, all underlying software and AI models, workflows, training materials, website content, and trademarks. Except for the rights expressly granted in these Terms, we reserve all rights.

Feedback. If you give us suggestions or feedback, we may use them without obligation to you.

Confidentiality. Each party will protect the other's non-public business, technical, and financial information with the same care it uses for its own similar information, and no less than reasonable care, and use it only to perform under these Terms. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party, or to de-identified data created and used as described in Section 4. A party may disclose confidential information when legally required, after giving notice where permitted.

Third-party services. The Services connect to tools you choose, such as Microsoft Teams, Slack, property management systems, and CRMs. Your use of those tools is governed by their terms. We are not responsible for third-party services, or for changes to them that affect integrations, though we will work in good faith to restore affected functionality.

8. Warranties, disclaimers, liability, and indemnification

Our commitments. Each party confirms it has the authority to agree to these Terms. We warrant that the Services will materially conform to our documentation, and we will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Member Data. Your sole remedy for a breach of this warranty is prompt correction of the non-conformity by us.

Disclaimers. EXCEPT AS STATED ABOVE, THE SERVICES, OUTPUT, AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ERROR-FREE, UNINTERRUPTED, OR ACCURATE, OR THAT THEY WILL ACHIEVE ANY PARTICULAR FINANCIAL OR OPERATIONAL RESULT.

Limitation of liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR YOUR PAYMENT OBLIGATIONS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, REGARDLESS OF THE THEORY OF LIABILITY; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO SOPHIA IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

Our indemnity. We will defend you against third-party claims alleging that the Services, as used in accordance with these Terms, infringe that party's intellectual property rights, and will pay damages finally awarded against you.

Your indemnity. You will defend and indemnify us against third-party claims arising from Member Data, or from your use of the Services in violation of these Terms or applicable law.

Process. The indemnified party must promptly notify the other party of the claim and cooperate in the defense.

9. Term, termination, and disputes

Term. These Terms apply while you use the Services. Each Order runs for the term it states.

Termination for cause. Either party may terminate an Order if the other materially breaches it and does not cure the breach within 30 days of receiving written notice.

Effect of termination. When an Order ends, your access to the affected Services ends and you will pay all fees accrued through the termination date. We will make your Member Data available for export for 30 days after termination. After that, we may delete it in line with our data retention policies. Sections that by their nature should survive will survive, including payment, ownership, confidentiality, disclaimers, liability, indemnification, and disputes.

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

Disputes. The parties will first try to resolve any dispute through good-faith discussion between senior representatives within 30 days of written notice of the dispute. If unresolved, disputes will be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and each party consents to that jurisdiction. Either party may seek injunctive relief in any court to protect its intellectual property or confidential information.