Terms of Service

Capplan provides a hosted platform for capital planning of commercial real estate assets, including ingestion of work orders, risk scoring, scenario optimization, capital memo generation, approval workflow, and plan-vs-actual variance tracking. We may modify, enhance, or discontinue features at our discretion, provided we do not materially degrade the core functionality during a paid subscription term.

To use the Service you must register an account and provide accurate, current, and complete information. You are responsible for safeguarding your credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized access. An "Authorized User" is an employee, contractor, or other agent of your organization whom you have permitted to access the Service on your behalf and who has agreed to terms no less protective than these Terms.

You agree not to:

• Use the Service to violate applicable law or third-party rights.
• Reverse-engineer, decompile, or attempt to derive source code except as permitted by law.
• Scrape, harvest, or systematically extract data from the Service other than through documented APIs.
• Upload malware, run penetration tests without prior written authorization, or attempt to gain unauthorized access to the Service or its infrastructure.
• Resell, sublicense, or otherwise commercially redistribute the Service without our prior written consent.

As between the parties, you retain all right, title, and interest in and to the data you and your Authorized Users upload to or generate within the Service ("Customer Data"). You grant Capplan a limited, non-exclusive, worldwide license to host, process, transmit, and display Customer Data solely as necessary to provide the Service to you. We may use aggregated, de-identified data to operate, improve, and benchmark the Service, provided such data cannot reasonably be associated with you or any individual.

The Service, including all software, content, and documentation, is the property of Capplan and its licensors, and is protected by intellectual property laws. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term solely for your internal business purposes. All rights not expressly granted are reserved.

You agree to pay the fees set out in your order form or applicable subscription plan. Fees are exclusive of taxes, which you are responsible for unless we are required by law to collect them. Subscriptions auto-renew for successive periods equal to the prior term unless cancelled before renewal as described in your order form. Late payments may accrue interest at the lower of 1.5% per month or the maximum allowed by law.

Each party may receive non-public information from the other that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will protect the other's Confidential Information using at least the same degree of care it uses for its own confidential information (and in no event less than reasonable care), and will use it only as needed to perform or exercise rights under these Terms.

The Service uses large language models and statistical techniques to generate risk scores, recommendations, scenario rankings, and capital memo drafts (collectively, "AI Outputs"). AI Outputs are produced from Customer Data and public reference data; they may be incomplete, inaccurate, or outdated. You are responsible for reviewing, validating, and approving any AI Outputs before relying on them for capital allocation, board approvals, or other consequential decisions. Capplan does not warrant that AI Outputs are free from errors, omissions, or bias.

We will use commercially reasonable efforts to make the Service available except for scheduled maintenance, emergency maintenance, and events outside our reasonable control. Service-level commitments and support response targets, if any, are described in your order form or a separate service level agreement.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CAPPLAN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THESE TERMS. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO CAPPLAN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

You will defend, indemnify, and hold harmless Capplan and its affiliates from any third-party claim arising out of your breach of these Terms, your violation of law, or your Customer Data infringing or misappropriating any third-party right. Capplan will defend you against any third-party claim alleging that the Service, as provided and used in accordance with these Terms, infringes a valid U.S. intellectual property right, subject to standard carve-outs.

These Terms remain in effect for the subscription term set out in your order form. Either party may terminate for material breach not cured within thirty (30) days of written notice. Upon termination, your access to the Service will end and we will, upon written request received within thirty (30) days of termination, make Customer Data available for export. After that window, we may delete Customer Data from production systems consistent with our retention practices.

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas, for any dispute not subject to arbitration. Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

We may revise these Terms from time to time. If we make material changes, we will provide notice through the Service or by email at least thirty (30) days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms.

For questions about these Terms or your agreement with us:

• Email: legal@capplan.io
• Phone: (940) 977-5637