Terms of Service

1. Acceptance of These Terms

By accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy. If you do not agree, do not access or use the Services.

If you accept these Terms or use the Services on behalf of an organization (for example, a commercial real estate firm), you represent and warrant that you have the authority to bind that organization to these Terms. In that case, "Customer," "you," and "your" refer to that organization. If you are an individual using the Services as an employee or authorized user of a Customer, you are an "Authorized User" and your use is governed by both these Terms and any rules your organization establishes.

These Terms apply to the standard, generally available Services. If Theus and a Customer enter into a separate written agreement, order form, or master subscription agreement that expressly governs the Services, that agreement controls to the extent it conflicts with these Terms.

2. Definitions

In addition to terms defined elsewhere in these Terms, the following definitions apply:

• "Services" means the Theus multi-tenant SaaS platform, the tenant-scoped AI agents, the identity service at identity.theus.ai, associated websites, applications, and the features described in these Terms.
• "Customer" means the organization (a commercial real estate firm or similar entity) that subscribes to or is otherwise authorized to use the Services as a tenant.
• "Authorized User" means an employee, contractor, or other individual whom a Customer authorizes to access and use the Services on the Customer's behalf.
• "Customer Data" means the data, records, content, and information that a Customer or its Authorized Users submit to, connect to, generate within, or store in the Services, including commercial real estate data and the content of communications with the Customer's AI agents.
• "Tenant" means the isolated, Customer-scoped environment within the multi-tenant platform in which a Customer's data and AI agents operate.
• "AI Agent" means a tenant-scoped artificial-intelligence assistant that Theus makes available to a Customer to help the Customer's Authorized Users understand and act on the Customer's commercial real estate data.

3. The Services

Theus provides a multi-tenant SaaS platform for commercial real estate organizations. Each Customer operates within its own tenant, and Theus provisions tenant-scoped AI Agents that help the Customer's Authorized Users understand and act on the Customer's commercial real estate data.

The Services may include data integration and organization, conversational and workflow assistance from AI Agents, and operational communication features, including the closed-loop text-messaging feature described in the "Text Messaging Program" section below. The specific features available to a Customer depend on the Customer's subscription and configuration.

We may add, modify, or remove features of the Services over time. The Services are provided on a subscription basis and are accessed over the internet; we do not deliver the Services as downloadable software except where expressly stated.

4. Accounts and Authorized Users

Access to the Services requires an account administered through the identity service at identity.theus.ai. A Customer's administrators provision, manage, and de-provision Authorized Users within the Customer's tenant.

Customer is responsible for its Authorized Users' use of the Services and for ensuring that each Authorized User complies with these Terms.

• Customer and each Authorized User must provide accurate account and registration information and keep it current.
• Customer and each Authorized User are responsible for maintaining the confidentiality of account credentials and for all activity that occurs under their accounts.
• Customer must promptly notify Theus at support@theus.ai of any suspected unauthorized access to or use of the Services or any account.
• Customer is responsible for promptly disabling access for Authorized Users who no longer require it, and for ensuring that only individuals it has authorized are granted access to its tenant.
• Theus may suspend or terminate accounts that violate these Terms, that are used in a manner that threatens the security or integrity of the Services, or where required by law.

5. Customer Responsibilities and Acceptable Use

Customer is responsible for its and its Authorized Users' use of the Services and for compliance with these Terms and all applicable laws. Customer must use the Services only for its legitimate internal business purposes and must not permit any use that is unlawful or that infringes the rights of others.

Without limiting the foregoing, Customer and its Authorized Users must not:

• Use the Services in violation of applicable laws or regulations, including data-protection, telecommunications, anti-spam, consumer-protection, and intellectual-property laws.
• Use the text-messaging feature to send messages to any number that is not on the Customer's whitelist of its own Authorized Users, or to send unsolicited, cold-outbound, bulk, marketing, or promotional messages of any kind (see the "Text Messaging Program" section).
• Upload or transmit content that is unlawful, harassing, abusive, defamatory, fraudulent, infringing, or otherwise objectionable, or that contains malware or other harmful code.
• Attempt to gain unauthorized access to the Services, other tenants, other accounts, or related systems or networks, or interfere with or disrupt the integrity, security, or performance of the Services.
• Reverse engineer, decompile, scrape, or otherwise attempt to derive the source code or underlying structure of the Services, except to the extent expressly permitted by law.
• Resell, sublicense, or make the Services available to any third party other than the Customer's own Authorized Users, or use the Services to build a competing product.
• Use the Services to process data that the Customer is not authorized to process, or to add any individual to a messaging whitelist without that individual's authorization as an Authorized User of the Customer.

6. Customer Data and Ownership

As between the parties, Customer owns and retains all right, title, and interest in and to its Customer Data. Customer grants Theus a limited, non-exclusive, worldwide license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, maintain, and improve the Services for the Customer, and as otherwise permitted in these Terms and described in our Privacy Policy.

Customer is responsible for the accuracy, quality, legality, and rights to use the Customer Data it submits, and for obtaining all consents and providing all notices required for Theus to process Customer Data on the Customer's behalf.

Theus may generate aggregated or de-identified data derived from use of the Services. Theus may use such data, which does not identify the Customer, any Authorized User, or any individual, to operate, analyze, and improve the Services. Theus does not sell Customer Data.

7. Data Protection Roles

For Customer Data that constitutes personal information, the Customer is the data controller (or business) and Theus acts as the processor (or service provider) on the Customer's behalf, processing such data only to provide the Services and in accordance with the Customer's instructions, these Terms, and applicable law.

Theus is the controller for its own operational data, such as account administration records, billing information, security logs, and information it uses to operate and protect the Services. Our handling of personal information is further described in our Privacy Policy at https://identity.theus.ai/privacy.

8. Intellectual Property

The Services, including all software, models, text, graphics, logos, user interfaces, and other materials provided by Theus (excluding Customer Data), are owned by Theus or its licensors and are protected by intellectual-property and other laws. Except for the limited right to access and use the Services granted in these Terms, Theus reserves all right, title, and interest in and to the Services.

"Theus" and related names and logos are trademarks of Theus Incorporated and may not be used without our prior written permission. Any feedback or suggestions you provide about the Services may be used by Theus without restriction or obligation to you.

9. Confidentiality

Each party may have access to the other party's confidential information in connection with the Services. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including Customer Data and the non-public aspects of the Services.

The receiving party will use the disclosing party's Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and service providers who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was rightfully known without confidentiality obligations, or is independently developed. A party may disclose Confidential Information as required by law, provided it gives reasonable prior notice where permitted.

10. Third-Party Services

The Services may rely on or interoperate with third-party services, including cloud hosting and database providers, AI model providers, messaging carriers and delivery providers, and data sources or integrations the Customer chooses to connect. Use of such third-party services may be subject to their own terms and policies.

Theus is not responsible for the acts, omissions, availability, security, or content of third parties or third-party services, and the availability of any integration may change. Where a Customer connects a third-party service or data source, the Customer is responsible for its rights to do so and for that third party's terms.

11. Text Messaging Program

As one feature of the Services (the "Theus Agent Messaging" program), Theus provisions phone numbers for a Customer's tenant-scoped AI Agents so the Agents can exchange operational, account-related text messages with the Customer's own people. This feature operates as a closed loop that is scoped to a single organization. By enabling or using this feature, the Customer and its Authorized Users agree to the terms in this section.

Closed-loop, whitelist-only model. Each AI Agent can send messages to, and receive messages from, ONLY a whitelist of phone numbers belonging to that Customer's own employees or Authorized Users. An AI Agent cannot send messages to any external or non-whitelisted number. There is no external messaging, no cold outbound, and no marketing or promotional messaging of any kind. It is a closed-loop, internal business-communication tool.

How a person joins the whitelist and consents. A person is added to the whitelist by their own organization (the Customer) as an Authorized User. Messaging with the AI Agent is conversational and account or operational in nature. When an Authorized User is onboarded or first contacted, the Authorized User consents to receive these conversational messages from their organization's AI Agent. The Customer is responsible for adding only individuals it has authorized and for obtaining each Authorized User's consent.

Message frequency and cost. Message frequency varies and is recurring; the number of messages depends on how often the Authorized User and the AI Agent communicate. Message and data rates may apply, in accordance with the Authorized User's mobile plan and carrier. Theus does not charge a separate fee for messages.

Opting out and help. An Authorized User can opt out at any time by replying STOP to a message from the AI Agent, after which the Agent will stop sending messages to that number except for any final confirmation. Reply HELP for help, or contact support@theus.ai. Opting out may limit the Authorized User's ability to use messaging features of the Services.

Privacy. Phone numbers and opt-in consent are never sold or shared with third parties or affiliates for their own marketing. Carriers are not liable for delayed or undelivered messages. For full details about how messaging data is handled, see the Privacy Policy at https://identity.theus.ai/privacy.

12. Fees and Subscriptions

Access to the Services is provided on a subscription basis. Fees, billing frequency, and subscription terms are set out in the applicable order form, online sign-up flow, or written agreement between Theus and the Customer. Unless otherwise stated, fees are non-refundable, are exclusive of taxes, and are due according to the agreed billing terms.

Theus may change its fees on a prospective basis with reasonable notice, effective as of the Customer's next renewal term. If a Customer fails to pay amounts when due, Theus may suspend the Services after reasonable notice until payment is made.

13. Disclaimers

THE SERVICES, INCLUDING ALL AI AGENT OUTPUTS AND MESSAGING FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, THEUS DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Theus does not warrant that the Services will be uninterrupted, secure, timely, or error-free, that messages will be delivered or received, or that AI Agent outputs will be accurate, complete, or reliable. AI-generated outputs may contain errors, and the Customer and its Authorized Users are responsible for evaluating and verifying any output before relying on it, particularly for business, financial, or legal decisions. You assume all risk arising from your use of the Services.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THEUS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF THEUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THEUS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY THE CUSTOMER TO THEUS FOR THE SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

15. Indemnification

Customer agrees to indemnify, defend, and hold harmless Theus and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: the Customer Data; the Customer's or its Authorized Users' use of the Services; the Customer's violation of these Terms; or the Customer's violation of any applicable law or the rights of any third party, including in connection with the Customer's administration of its messaging whitelist.

16. Term and Termination

These Terms apply for as long as the Customer uses the Services or has an active subscription. A Customer may stop using the Services and terminate in accordance with its subscription terms. Theus may suspend or terminate access to the Services, in whole or in part, with or without notice, if the Customer or an Authorized User violates these Terms, if required by law, or to protect the Services, other tenants, or other users.

Upon termination, the right to use the Services ends. Following termination, Theus will make Customer Data available for export, or delete it, in accordance with its then-current data-retention practices and applicable law. Provisions that by their nature should survive termination, including those on Customer Data ownership, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, will continue to apply.

17. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties agree that the exclusive venue for any dispute not subject to other agreed resolution will be the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts.

18. Changes to These Terms and the Services

We may update these Terms from time to time. When we make material changes, we will update the "Last updated" date above and, where appropriate, provide additional notice. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

We may also modify, suspend, or discontinue any part of the Services at any time. We will use reasonable efforts to provide notice of material changes that adversely affect the Services, and we are not liable for any modification, suspension, or discontinuation except as expressly provided in an applicable written agreement.

19. Miscellaneous

• These Terms, together with the Privacy Policy and any applicable order form or written agreement, constitute the entire agreement between the parties regarding the Services and supersede any prior agreements on that subject.
• If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect.
• A party's failure to enforce any provision is not a waiver of its right to do so later.
• Customer may not assign or transfer these Terms without Theus's prior written consent; Theus may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Neither party is liable for delays or failures caused by events beyond its reasonable control.
• Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

20. Contact Us

If you have questions about these Terms or the Services, contact us at:

• Theus Incorporated
• 5001 Spring Valley Rd, Dallas, TX
• Email: support@theus.ai