APIP, LLC Terms of Service

1. Who we are and what these terms cover

APIP, LLC, a Wyoming limited liability company with its principal place of business in Fort Myers, Florida ("APIP", "we", "us", "our"), operates the Autonomous Property Intelligence Platform: the website at www.apip.ai and the APIP platform, including its dashboards, data products, reports, calling and communication tools, and the PIP intelligence agent (together, the "Service").

These Terms of Service (the "Terms") are a binding agreement between APIP and the person or company accessing the Service ("you", "Client"). By accessing or using any part of the Service, you accept these Terms. If you use the Service on behalf of a company, you represent that you have authority to bind that company, and "you" means that company.

If you have signed a separate written agreement with APIP (an "Order Form" or master agreement), that agreement controls where it conflicts with these Terms.

2. Definitions

"Licensed Data" means the data, records, scores, analytics, reports, and other content made available through the Service, other than Client Data. Licensed Data includes compiled public-record information, third-party sourced information, and APIP's derived analytics.

"Client Data" means records, notes, contacts, documents, and other content that you or your Authorized Users enter into or upload to the Service.

"Authorized User" means an individual seat holder you designate under your subscription, bound by these Terms.

"Communications Laws" means all laws governing outbound communications, including the Telephone Consumer Protection Act (TCPA), the Florida Telephone Solicitation Act, the CAN-SPAM Act, federal and state do-not-call registry rules, state telemarketing statutes, and call recording consent laws.

3. Your license

Subject to these Terms and payment of applicable fees, APIP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and Licensed Data during your subscription term, solely for your own internal business purposes in evaluating, originating, marketing, and transacting commercial real estate business within the markets covered by your subscription.

This is a license agreement, not an agreement for sale. APIP and its data providers retain all right, title, and interest in the Service and the Licensed Data, including as a compilation. No rights are granted except those stated in this section.

4. Use restrictions

You will not, and will not permit anyone else to:

1. Resell, license, publish, distribute, syndicate, or otherwise make any portion of the Licensed Data available to any third party, or use it to establish, populate, or maintain any searchable database, information service, or product that competes with the Service.
2. Copy, monitor, or extract any portion of the Service by any data mining, gathering, or extraction tool, robot, spider, or other automatic device, or by any manual process designed to accomplish the same result.
3. Use the Service or Licensed Data to train, fine-tune, or improve any artificial intelligence or machine learning system, including as input to generative AI or retrieval-augmented generation, or expose the Service or Licensed Data to any third-party AI tool, agent, or environment where a third party can access it.
4. Store, retain, or accumulate Licensed Data in any external database, data lake, data feed, CRM, or similar repository, including through repeated queries, except for the ordinary-course work product described in Section 10.
5. Share seats or credentials, or permit access by anyone other than Authorized Users. Access by or on behalf of any competitor of APIP is prohibited.
6. Remove or alter proprietary notices, or reverse engineer, decompile, or attempt to derive the structure of the Service.
7. Use the Service in violation of any law, or in connection with any deceptive, harassing, or fraudulent activity.

APIP's data providers are intended third-party beneficiaries of this section and may enforce it directly.

5. Communications and outreach compliance

The Service surfaces contact information for property owners and related parties, together with screening indicators such as do-not-call registry status and line type. You acknowledge and agree that:

1. You are the sole initiator of every call, text, email, letter, or other communication you send using or based on the Service.
2. Before contacting any person whose information you acquired from the Service, you will obtain all consents and permissions required by applicable law, and you will comply with all Communications Laws, including registry suppression, calling time restrictions, identification requirements, opt-out honoring, and call recording consent.
3. APIP's screening indicators are provided as a compliance aid. They are not legal advice, and APIP does not warrant that any particular number, address, or person may lawfully be contacted. Registry status and line type change over time, and screening data may lag those changes.
4. You will maintain records of your consent and suppression practices and, on reasonable written notice, will provide APIP evidence of them.
5. You will honor opt-out and do-not-contact requests you receive and will promptly record them in the Service where the Service provides a mechanism to do so.

6. Not a consumer reporting agency

APIP is not a consumer reporting agency and the Service is not a consumer report. You will not use the Service or Licensed Data, in whole or in part, to determine any individual's eligibility for credit, insurance, employment, housing, or any other purpose covered by the Fair Credit Reporting Act.

7. Client Data

You retain ownership of Client Data. You grant APIP a license to host, process, transmit, and display Client Data as needed to provide the Service, to comply with law, and to maintain security and audit records.

APIP may create and use data that has been aggregated or de-identified so that it does not identify you, your Authorized Users, or any individual, for the purpose of operating, measuring, and improving the Service. APIP owns such aggregated and de-identified data.

Records you enter under your seat are held to the Service's tenancy controls and are not made available to other clients' seats. APIP does not use Client Data to train generalized artificial intelligence models.

You are responsible for the accuracy and lawfulness of Client Data, including having the right to upload any contact information it contains.

8. Scores and AI outputs

The Service produces analytical outputs, including property and ownership scores, rankings, indicators, and responses generated by the PIP intelligence agent. These outputs are mathematically derived estimates produced from public records, licensed data, and APIP's models. They are not appraisals, opinions of value, offers, predictions of any specific outcome, or legal, tax, investment, or brokerage advice. Outputs may be incomplete or wrong, and they require review and judgment by a qualified person before any business decision or communication is based on them. APIP is not a real estate brokerage, and nothing in the Service creates an agency or fiduciary relationship.

9. Fees, term, and renewal

Fees, subscription term, seat counts, and market coverage are stated in your Order Form. Unless the Order Form says otherwise, subscriptions renew automatically for successive terms at then-current rates unless either party gives notice of non-renewal at least 30 days before the end of the current term. Fees are non-refundable except where the Order Form or applicable law requires otherwise. Late amounts may accrue interest at the lesser of 1.5 percent per month or the maximum lawful rate.

10. Suspension and termination

APIP may suspend or terminate access immediately on a material breach of Sections 3 through 8, on non-payment, or where suspension is necessary to protect the Service, its data providers, or other clients. Either party may terminate for uncured material breach on 30 days' written notice.

On any expiration or termination:

1. Your license ends and you will promptly cease all use of the Service and Licensed Data.
2. Within 10 days, you will permanently delete or destroy all Licensed Data in your possession or control and, on APIP's request, certify that deletion in writing.
3. You are not required to purge reports, analyses, or other work product your Authorized Users created in the ordinary course that incorporate portions of Licensed Data, provided that work product is retained solely for ordinary backup, legal, or regulatory purposes and is never used to market, resell, or build any database or information service.
4. On written request made within 30 days after termination, APIP will make Client Data available to you for export in a commercially reasonable format, after which APIP may delete it in accordance with its published retention schedule.

Sections 4, 5, 6, 8, and 11 through 17 survive termination.

11. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these Terms. Your pricing and Order Form terms, and non-public features of the Service, are APIP's confidential information. This section does not restrict disclosures required by law, provided notice is given where lawful.

12. Disclaimers of warranties

THE SERVICE AND ALL LICENSED DATA ARE PROVIDED "AS IS", "WITH ALL FAULTS", AND "AS AVAILABLE". APIP AND ITS DATA PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENTNESS, OR TIMELINESS OF THE SERVICE OR LICENSED DATA. LICENSED DATA IS COMPILED FROM GOVERNMENT RECORDS AND THIRD-PARTY SOURCES THAT APIP DOES NOT CONTROL, AND ERRORS, OMISSIONS, AND LAG ARE INHERENT IN SUCH SOURCES. YOU ARE RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY INFORMATION BEFORE RELYING ON IT IN ANY TRANSACTION OR COMMUNICATION. NO ORAL OR WRITTEN STATEMENT BY APIP CREATES A WARRANTY.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER APIP NOR ITS DATA PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OPPORTUNITIES, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY, AND REGARDLESS OF THE THEORY OF LIABILITY; (B) APIP'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED US DOLLARS ($100) OR THE TOTAL FEES YOU ACTUALLY PAID TO APIP FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND (C) NO CLAIM ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION AROSE.

NOTHING IN THIS SECTION LIMITS LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. THE PARTIES AGREE THESE ALLOCATIONS ARE A REASONABLE BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnification

You will defend, indemnify, and hold harmless APIP, its affiliates, officers, employees, and data providers from and against any third-party claim, demand, investigation, or proceeding, and all resulting losses, damages, penalties, and reasonable attorneys' fees, arising out of or relating to: (a) your use or misuse of the Service or Licensed Data; (b) Client Data; (c) any communication you or your Authorized Users initiate, including any alleged violation of Communications Laws; (d) your violation of any law, including the Fair Credit Reporting Act; (e) your breach of these Terms; (f) access through your credentials; or (g) any dispute between you and a property owner, principal, or other third party. APIP may participate in the defense with its own counsel at its own expense, and you will not settle any claim imposing obligations on APIP without APIP's written consent.

15. Dispute resolution, arbitration, and class action waiver

These Terms are governed by the laws of the State of Florida and applicable federal law, without regard to conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of this section.

Informal resolution first. Before starting arbitration or any other proceeding, the party raising a dispute will send the other party a written notice describing it, and the parties will attempt in good faith to resolve the dispute within 60 days of that notice.

Binding arbitration. Any dispute arising out of or relating to the Service or these Terms that is not resolved informally will be finally resolved by confidential, binding arbitration before a single arbitrator, administered by JAMS under its applicable rules, including its Optional Expedited Arbitration Procedures where they apply. The arbitration will be seated in Lee County, Florida. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party is entitled to recover its reasonable attorneys' fees and costs.

Sole venue. For any matter not subject to arbitration, including actions to compel or enforce arbitration and the equitable relief described below, the state and federal courts located in Lee County, Florida are the sole and exclusive venue, and each party consents to personal jurisdiction there.

EACH PARTY WAIVES ITS RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER PARTY, AND EACH PARTY WAIVES TRIAL BY JURY. CLAIMS MAY BE BROUGHT AND ARBITRATED ONLY IN A PARTY'S INDIVIDUAL CAPACITY.

Either party may at any time seek injunctive or other equitable relief in the Lee County, Florida courts to protect its intellectual property or the security of its data or systems.

16. Changes to these terms

APIP may revise these Terms by posting the revised version at www.apip.ai with an updated revision date. For material changes, APIP will give notice by email or through the Service before the changes take effect. Your continued use of the Service after the effective date of revised Terms is acceptance of them. Signed Order Forms and master agreements may be amended only in a writing signed by both parties.

17. General

These Terms, together with any Order Form and the APIP.ai Privacy Policy, are the entire agreement about the Service and supersede prior discussions. You may not assign these Terms without APIP's written consent; APIP may assign them in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder stays in effect. A failure to enforce a provision is not a waiver. Neither party is liable for delay or failure caused by events beyond its reasonable control. If you submit feedback or suggestions about the Service, APIP may use them without restriction or obligation.

Send notices to APIP through the contact form at www.apip.ai/contact. Notices to you will be sent to the email address on your account.