These terms cover your use of the T.HESIS platform. They are written in plain language. Your deal data belongs to you, and these terms say how we handle it.
These Terms of Service ("Terms") are an agreement between T.HESIS AI, Inc., a [Delaware] corporation ("T.HESIS," "we," "us"), and the company or entity that uses the T.HESIS platform ("Customer," "you"). The person who accepts these Terms confirms they have authority to bind the Customer. If a signed order form conflicts with these Terms, the order form controls.
T.HESIS provides a web-based deal intelligence platform for commercial real estate and private equity firms at thesisportal.com (the "Service"). It includes pipeline and portfolio tools, a virtual data room, underwriting and stress-testing calculators, capital call tracking, a contact directory, reports, and AI-assisted analysis.
We may change features over time. If we remove a feature that is material to your paid plan, we will give you 30 days' notice, and you may cancel for a prorated refund of the unused part of your term. Public and third-party data in the Service may be delayed or incomplete, and some benchmarks are periodic snapshots.
You will not:
We may suspend access that threatens the security of the Service or violates this section. If we do, we will tell you why and restore access once the issue is resolved.
4.1 What it is. "Customer Data" means all data, documents, and content that you or your Authorized Users upload or create in the Service, and the outputs generated from it, including AI outputs.
4.2 You own it. You own your Customer Data. We claim no ownership of it. You give us only the limited right to host, process, transmit, and display it in order to provide, secure, and support the Service for you. The Customer Data Ownership and Security terms describe this in detail and are part of these Terms.
4.3 No selling, no training. We will not sell, rent, broker, or trade Customer Data. We will not use it to train or fine-tune any AI model, and we require our AI providers not to either.
4.4 Usage information. We may collect technical usage information, such as feature counts, errors, and performance data, to run and improve the Service. It will not include the contents of your documents or deals, and it will not identify you to anyone.
4.5 Your rights to upload. You are responsible for having the rights needed to upload Customer Data, including personal information about investors, tenants, brokers, or others.
T.HESIS owns the Service, its software, calculation engines, and templates. We may use any feedback you give us. Feedback does not include Customer Data. You may use outputs, including reports and AI outputs, for any lawful business purpose.
6.1 Plans. You pay the fees for your plan, shown at checkout or in your order form. Each plan is an annual license fee plus an annual fee for each seat.
6.2 Billing. Fees are billed once a year, in advance, through Stripe. Your subscription renews automatically for successive 12-month terms until you cancel under Section 7. We will email the account owner at least 30 days before each renewal with the amount and the date.
6.3 Taxes. Fees do not include taxes, other than taxes on our income.
6.4 Failed payments. If a payment fails, we will notify you and retry. If it is still unpaid 15 days after notice, we may suspend access. We will not delete Customer Data for non-payment without 30 days' written notice.
6.5 Price changes. We may change renewal prices with at least 30 days' notice before your renewal date. A price change never applies to a term you have already paid for.
6.6 Billing questions. If you believe a charge is wrong, email billing@thesisportal.com within 60 days. We will respond within 10 business days. Please contact us before you dispute a charge with your card issuer.
Definition. "Confidential Information" means non-public information that one party discloses to the other, which is marked confidential or which a reasonable person would understand to be confidential. Customer Data is always your Confidential Information.
Duties. The receiving party will use Confidential Information only to perform under these Terms and will protect it with at least reasonable care. It may share the information only with personnel and service providers who need it and are bound by similar obligations.
Exceptions. These duties do not apply to information that:
Legal disclosure. A party may disclose Confidential Information when the law requires it, after giving the other party prompt notice where the law allows.
Duration. These duties last 5 years after the relationship ends. For Customer Data and trade secrets, they last as long as the information stays confidential.
9.1 The Service uses third-party AI models to summarize documents, answer questions, draft memos, and suggest actions. Financial calculations run in deterministic code. AI text can still be wrong, incomplete, or out of date, and the AI may misread a document.
9.2 The Service, including AI outputs, deal scores, stress tests, benchmarks, and reports, supports your own analysis. It is not investment, legal, tax, accounting, appraisal, or financial advice, and it is not a recommendation to buy, sell, finance, or hold any asset or security. T.HESIS is not a registered investment adviser, broker-dealer, or appraiser.
9.3 You are responsible for checking outputs against the source documents and for every decision you make. Do not rely on the Service as the only basis for any decision.
9.4 AI features that propose sending an email, scheduling a meeting, or acting in a connected system will not act unless an Authorized User confirms. You are responsible for the actions you confirm.
The Service relies on the providers listed in our Privacy Policy. If you connect your own tools, such as email or calendar, their terms govern your use of them, and data you send to them leaves our control. We remain responsible for the subprocessors we choose to process Customer Data.
We target [99.5]% monthly availability. Scheduled maintenance, announced 48 hours ahead when possible, and events outside our reasonable control are excluded. This is a target, not a guarantee, unless your order form includes a service level agreement.
Support is by email at support@thesisportal.com, [8:00 a.m. to 6:00 p.m. Arizona time, Monday through Friday]. We aim to respond within one business day.
12.1 Each party has authority to enter into these Terms. We warrant that the Service will perform materially as documented, and that we will not materially reduce the security protections in the Customer Data Ownership and Security terms during your subscription. If we breach this warranty and cannot fix the problem within 30 days of your notice, you may cancel for a prorated refund of the unused part of your term. That is your exclusive remedy for breach of this warranty.
12.2 EXCEPT AS STATED IN SECTION 12.1, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." T.HESIS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI OUTPUTS, THIRD-PARTY DATA, OR BENCHMARKS WILL BE ACCURATE OR COMPLETE.
13.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST INVESTMENT RETURNS, OR LOST OPPORTUNITIES.
13.2 EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID AND PAYABLE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) [$10,000].
13.3 FOR BREACH OF SECTION 4.3, SECTION 8, OR THE CUSTOMER DATA OWNERSHIP AND SECURITY TERMS, THE CAP IS THE GREATER OF (A) [TWO (2)] TIMES THE FEES PAID AND PAYABLE IN THE PRIOR 12 MONTHS, OR (B) [$50,000].
13.4 These limits do not apply to fees owed, indemnification obligations, fraud, gross negligence, willful misconduct, or liability that cannot be limited by law.
By T.HESIS. We will defend you against third-party claims that the Service, as we provide it, infringes U.S. intellectual property rights, and we will pay the resulting damages and agreed settlements. Instead, we may modify the Service, obtain a license, or end your subscription with a prorated refund. This does not cover claims that arise from Customer Data, your modifications, or combinations with things we did not provide.
By you. You will defend T.HESIS against third-party claims that arise from Customer Data or from your breach of Section 3.
Process. The protected party must give prompt notice, reasonable cooperation, and control of the defense. No settlement may bind the protected party without its consent.
15.1 Either party may terminate for a material breach that remains uncured 30 days after written notice. We may suspend or terminate immediately for a security threat or a serious breach of Section 3.
15.2 For 30 days after cancellation or termination, you may export Customer Data with the Service's tools. On request, we will provide a copy of your uploaded files.
15.3 After that 30-day period:
15.4 Sections 4, 5, 8, 9, 12, 13, 14, 15, 17, and 18 survive termination.
We will give at least 30 days' notice of material changes, by email and in the Service. Changes apply from your next billing period after the notice, and you may cancel before then. Changes required by law may apply sooner.
17.1 Arizona law governs these Terms, without regard to conflict of laws rules.
17.2 Disputes will be brought exclusively in the state courts in Maricopa County, Arizona, or in the United States District Court for the District of Arizona. Each party consents to jurisdiction there. Either party may seek injunctive relief in any court to protect Confidential Information or intellectual property.
17.3 JURY WAIVER. TO THE EXTENT THE LAW PERMITS, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING FROM THESE TERMS.
17.4 The prevailing party may recover reasonable attorneys' fees and costs.