Terms of Service

By accessing or using the Minervian AI platform (“Service”), you agree to be bound by these Terms of Service (“Terms”). If you are using the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, do not use the Service.

Minervian AI provides a commercial real estate deal analysis tool (“Platform”). The Platform allows users to submit deal information — via a chat interface, a structured input form, or uploaded documents — and receive financial outputs generated by a proprietary calculation engine.

The Platform performs data extraction, normalization, and deterministic financial modeling. It does not provide investment advice, financial advice, legal advice, tax advice, accounting advice, or any other form of professional advisory service.

All analyses, metrics, projections, and outputs produced by the Platform — including but not limited to net operating income, cap rates, debt service coverage ratios, internal rates of return, cash-on-cash returns, and valuation estimates — are estimates based solely on the data you provide. They are not a substitute for independent due diligence, appraisal, legal review, or professional financial advice.

Minervian AI Inc. makes no representations, warranties, or guarantees regarding the accuracy, completeness, fitness for a particular purpose, or reliability of any output. You acknowledge that:

• Outputs depend entirely on the accuracy of your inputs;
• Real estate markets are subject to risks and variables that no model can fully capture;
• No output constitutes a recommendation to buy, sell, hold, finance, or otherwise act on any real property or investment;
• You bear sole responsibility for any decision you make in reliance on any output.

Data Extraction Disclaimer. Errors may arise from data extraction, interpretation, or normalization processes performed on unstructured inputs (e.g., chat messages, uploaded documents). You are solely responsible for reviewing and verifying that all data extracted or interpreted by the Platform from natural language inputs or uploaded documents accurately reflects the source material before relying on any output.

No Fiduciary Relationship. Nothing in the Service creates or implies a fiduciary, advisory, or professional relationship between you and Minervian AI Inc.

No Appraisal. The Platform does not provide “Appraisals” as defined by the Uniform Standards of Professional Appraisal Practice (USPAP) or any applicable state regulatory body. Any valuation estimates generated by the Platform are computational outputs derived from your inputs and do not constitute certified appraisals.

You must be at least 18 years old and capable of entering a legally binding contract to use the Service. The Service is intended for commercial and professional use. You agree not to use the Service for personal, family, or household purposes.

Geographic Availability. The Service is currently available only to users located in the United States. Accessing or using the Service from outside the United States is not permitted. We do not knowingly accept registrations from users outside the United States. If you are accessing the Service from outside the United States, you must discontinue use immediately.

You must create an account to access the Service. You agree to:

• Provide accurate and complete registration information;
• Maintain the security of your account credentials;
• Notify us immediately at support@minervianai.com if you suspect unauthorized access to your account;
• Take responsibility for all activity that occurs under your account.

Accounts are subject to organizational access controls. Organization Owners may invite Members and manage permissions. Owners are responsible for ensuring that all Members under their organization comply with these Terms.

By creating an account, you agree to receive transactional emails related to your account activity, as well as occasional product-related communications such as feature announcements and platform updates. You may opt out of non-transactional emails at any time via the unsubscribe link included in each such email.

You agree to use the Service only for lawful purposes. You agree not to:

• Upload or submit data you do not have the right to use or share;
• Attempt to reverse engineer, decompile, or otherwise derive the source code of the proprietary calculation engine or any other Platform component;
• Use automated tools (bots, scrapers, crawlers) to access or extract data from the Platform without our written consent;
• Probe, scan, or test the vulnerability of any system or network related to the Service, or breach any security measures;
• Interfere with, disrupt, damage, or impair the Service or connected systems;
• Process data in violation of applicable law, including securities regulations or anti-money-laundering requirements;
• Resell, sublicense, or otherwise make the Service available to third parties without our prior written consent;
• Use the Service to analyze properties in connection with the offering or sale of fractional real estate interests, syndications, or other investment products without proper securities registration or an applicable exemption;
• Upload or submit documents or data containing sensitive personal information — including Social Security numbers, government identification numbers, or bank account or payment card numbers — except to the extent strictly necessary for legitimate deal analysis and in compliance with applicable privacy laws;
• Use the Service to conduct benchmarking or competitive analysis for the purpose of creating a competing product or validating the logic of a competing calculation engine.

7.1 Ownership and Confidentiality

You retain ownership of all deal data, documents, and other content you submit to the Platform (“Your Content”). These Terms do not transfer ownership of Your Content to us.

Minervian AI Inc. treats Your Content as confidential and will not disclose it to third parties except as required to provide the Service, as described in our Privacy Policy, or as required by applicable law. We implement commercially reasonable administrative, technical, and organizational safeguards to protect Your Content against unauthorized access, disclosure, or loss, as further described in our Privacy Policy.

7.2 License to Us

By submitting Your Content, you grant Minervian AI Inc. a limited, non-exclusive, worldwide, royalty-free, revocable license to host, store, process, transmit, and display Your Content solely to the extent necessary to provide the Service to you and as otherwise expressly permitted in these Terms. Except as set forth in Section 7.3, we will not use Your Content to train, fine-tune, or improve any AI models.

7.3 No AI Training on Your Content

We do not use Your Content to train, fine-tune, or improve any AI model without your explicit written consent. Third-party AI providers used to extract and interpret your inputs are bound by data processing terms that prohibit training on customer data. See Section 11 (Sub-processors) and our Privacy Policy for further detail.

7.4 Your Responsibility

You represent and warrant that Your Content does not violate applicable law, infringe any third-party intellectual property rights, or contain material that is fraudulent, defamatory, or otherwise unlawful.

7.5 Output Use Restrictions

Outputs generated by the Platform are licensed to you solely for your own internal business purposes. You may not:

• Resell, redistribute, or sublicense any Platform output as a standalone product or report;
• Embed, incorporate, or bundle any Platform output into a commercial product, service, or platform intended for third parties without our prior written consent.

7.6 Feedback

Any suggestions, ideas, enhancement requests, recommendations, or other feedback you provide regarding the Service (“Feedback”) will be owned by Minervian AI Inc. You hereby assign all right, title, and interest in such Feedback to us and agree to execute any documents reasonably necessary to effectuate such assignment. We are not obligated to implement any Feedback.

The Platform, including its proprietary calculation engine, software, algorithms, user interface, and all associated documentation, is owned exclusively by Minervian AI Inc. and is protected by copyright, trade secret, and other applicable intellectual property laws.

These Terms do not grant you any right, title, or interest in the Platform beyond the limited right to use it as described herein. All rights not expressly granted are reserved by Minervian AI Inc.

9.1 Fees

Access to the Service requires a paid subscription. Current pricing is published on the registration page of the Platform. We reserve the right to modify our pricing at any time upon at least 30 days’ prior notice to you by email or through the Platform. Your continued use of the Service after the effective date of a price change constitutes your acceptance of the new pricing.

9.2 Payment Processing

All payments are processed by Stripe, a PCI DSS Level 1 certified payment processor. We do not store payment card information. By providing payment information, you agree to Stripe’s terms of service and privacy policy.

9.3 Renewals

Subscriptions renew automatically at the start of each billing period unless cancelled before the renewal date.

9.4 Cancellation and Refund Policy

Removing a Seat. You may remove individual seats at any time. When a seat is removed: (a) the affected user loses access to the Service immediately; (b) your organization is not charged for the remainder of the current billing period for that seat; and (c) the removed seat will not appear on your next invoice.

Cancelling Your Subscription. You may cancel your organization's subscription at any time, even if active seats remain. When you cancel: (a) the subscription will not renew at the end of the current billing period; (b) all users retain access through the end of the current billing period; and (c) any additional seats still active at the time of cancellation are charged for the remainder of the current billing period.

Tip. To avoid charges for additional seats following cancellation, remove those seats before cancelling the subscription. The $50 base subscription fee is non-refundable and is not affected by seat removal.

Refunds. We do not offer refunds on the base subscription fee or on additional seat charges already incurred for the current billing period.

9.5 Taxes

Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and similar charges.

We strive to maintain high availability but do not guarantee uninterrupted access to the Service. We do not provide any service level agreement (SLA) or uptime guarantee, and we have no support obligations, unless explicitly agreed in writing. We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with reasonable notice where practicable.

We may impose usage limits on your use of the Service (such as the number of analyses per period or data upload sizes) to maintain platform performance and prevent abuse. We will make reasonable efforts to notify you before enforcing new limits.

From time to time, we may offer beta or experimental features. Such features are provided “as is” without warranty and may be modified, suspended, or discontinued at any time without notice.

We may update these Terms from time to time. We will notify you of material changes by email or through the Platform. Continued use after the effective date of any update constitutes acceptance of the revised Terms.

We use the following third-party service providers that may process Your Content in connection with the Service:

Sub-processors may be located in jurisdictions outside your country. Where applicable, we maintain data processing agreements (DPAs) with sub-processors that restrict use of your data to service delivery purposes.

Anthropic processes unstructured inputs (e.g., uploaded documents, chat messages) directly via its API; no separate OCR provider is used.

We do not warrant that the Service will meet your specific requirements, that outputs will be accurate or suitable for any particular transaction, or that the Service will be error-free, secure, or uninterrupted.

In no event shall our total aggregate liability to you exceed the greater of (a) the fees you paid to us in the twelve months preceding the claim, or (b) one hundred U.S. dollars (USD $100), whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory. This cap applies per claim and in the aggregate.

The foregoing liability limitations do not apply to: (a) our obligations under Section 14 (Indemnification); or (b) claims arising from our infringement of your intellectual property rights.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Minervian AI Inc. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) your use of the Service; (b) Your Content; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any third party.

We may suspend or terminate your access to the Service immediately, with or without notice, if you breach these Terms or engage in any activity that we determine, in our sole discretion, to be harmful to the Service, other users, or Minervian AI Inc.

Upon termination, your right to use the Service ceases immediately. Provisions of these Terms that by their nature should survive termination (including Sections 3, 7.3, 7.5, 7.6, 8, 12, 13, 14, 16, and 18) will survive.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law provisions. Any dispute arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered under the rules of the American Arbitration Association (AAA), with proceedings conducted in English. Each party shall bear its own costs, except as otherwise required by applicable law or the AAA rules.

This Section does not prevent either party from seeking injunctive or other equitable relief in the state or federal courts located in Delaware to protect intellectual property or confidential information.

You waive any right to participate in a class action lawsuit or class-wide arbitration against Minervian AI Inc.

Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government action, embargoes, fire, flood, earthquake, labor disputes, pandemics, or failures of internet or telecommunications infrastructure. The affected party shall notify the other promptly of any such event and use reasonable efforts to mitigate its impact.

You may not use the Service in violation of any applicable export control laws, regulations, or sanctions administered by the United States government, including the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (OFAC). You represent and warrant that you are not located in a country subject to a U.S. government embargo and that you are not listed on any U.S. government list of prohibited or restricted parties.

Entire Agreement. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Minervian AI Inc. regarding the Service.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.

No Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Contact. Questions about these Terms may be directed to legal@minervianai.com. For general support, contact support@minervianai.com.