Terms of Service

These Terms of Service (these "Terms") are a binding agreement between Cotheke, Inc., a Delaware corporation ("Cotheke," "we," "us," or "our"), and the organization or individual that accepts them ("Customer" or "you"). These Terms govern access to and use of the Cotheke commercial lease-tracking platform, the website located at cotheke.com, and all related software, features, and services (collectively, the "Service").

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE PROVISIONS ON HOW COTHEKE MAY USE DATA (SECTION 9), A LIMITATION OF LIABILITY (SECTION 14), AND A WAIVER OF JURY TRIAL AND CLASS ACTIONS (SECTION 19).

1. Agreement to these Terms

1.1 Acceptance. By checking the agreement box at signup, creating an account, or accessing or using the Service, you agree to these Terms and to our Privacy Policy located at cotheke.com/privacy (the "Privacy Policy"), which is incorporated into these Terms by reference. If you do not agree, do not access or use the Service.

1.2 Authority. If you accept these Terms on behalf of a company, brokerage, or other organization, you represent that you have authority to bind that organization, and "Customer" and "you" include that organization and its Authorized Users.

1.3 Business Use Only. The Service is offered only to businesses and professionals for commercial purposes. You represent that you are at least 18 years old and are using the Service on behalf of, or in the course of, a trade, business, or profession and not for personal, family, or household purposes.

2. Definitions

"Authorized User" means an individual employee, contractor, or agent of Customer who holds a seat under Customer's subscription.

"Brokerage" means a real estate brokerage, advisory firm, or other organization that Customer links to its account, or that uses the Service to manage or collaborate on portfolios on behalf of its clients.

"Customer Data" means all data, documents, and content submitted to the Service by or on behalf of Customer or its Authorized Users, including leases, amendments, insurance certificates, proposals, rent schedules, property records, notes, and contact details of tenants, landlords, and other parties, but excluding Usage Data and De-identified Data.

"De-identified Data" means data derived from Customer Data or Usage Data that has been aggregated, de-identified, or otherwise processed so that it does not identify, and is not reasonably capable of being used to identify, Customer, any Authorized User, any individual, or any specific property or lease party.

"Output" means any information, values, summaries, abstracts, calculations, dates, reminders, or reports generated by the Service, including through AI-assisted extraction.

"Usage Data" means technical and usage information about how the Service is accessed and used, including sign-ins, page visits, feature usage, AI-extraction counts, performance metrics, and device and browser information.

3. The Service

3.1 Description. Cotheke provides tools for tracking commercial real estate leases and portfolios, including document storage, rent schedules, escalations, renewal and termination options, critical dates and deadlines, reports, Brokerage collaboration, and AI-assisted document extraction. We may improve, add, modify, or discontinue features from time to time.

3.2 Tracking Tool Only. Cotheke is a software provider. Cotheke is not a party to any lease, is not a real estate broker, property manager, law firm, accountant, or lease administrator, and does not manage any property or perform any obligation under any lease on Customer's behalf. Nothing in the Service or any Output is legal, financial, accounting (including ASC 842 or IFRS 16), tax, or brokerage advice.

3.3 Beta Features. We may make features available that are labeled beta, preview, or similar ("Beta Features"). Beta Features are provided for evaluation, may be changed or withdrawn at any time, and are provided without any warranty or support obligation.

3.4 Support and Availability. We will use commercially reasonable efforts to keep the Service available, excluding scheduled maintenance and events beyond our reasonable control, and to respond to support requests sent to MAdmin@cotheke.com or through the Service. We do not guarantee any particular uptime unless agreed in a separate written agreement signed by Cotheke.

4. Accounts and Seats

4.1 Named Seats. Each login belongs to one named individual. Sharing login credentials is not permitted. Subscriptions are priced per seat and per organization, and every individual who uses the Service must hold his or her own seat.

4.2 Account Review. New accounts are reviewed before activation. We may decline, suspend, or revoke access to protect the Service, Cotheke, or its customers.

4.3 Account Security. Customer is responsible for all activity under its accounts, for keeping credentials secure, and for promptly notifying us at MAdmin@cotheke.com of any suspected unauthorized access.

4.4 Roles and Permissions. Customer's owners and administrators control access within Customer's organization, including roles, regional permissions, and any Brokerage connections. Customer is responsible for configuring those settings and for promptly removing access for individuals who should no longer have it. Cotheke is not responsible for access granted or actions taken by persons to whom Customer or its administrators grant access.

4.5 Customer Responsibility. Customer is responsible for the acts and omissions of its Authorized Users, and any act or omission by an Authorized User that would breach these Terms if taken by Customer is deemed a breach by Customer.

5. Brokerages and Linked Organizations

5.1 Linking. Customer may link one or more Brokerages to its account. By doing so, Customer authorizes Cotheke to give the Brokerage access to Customer Data to the extent permitted by the connection settings Customer selects, and Customer acknowledges that the Brokerage's use of that data is governed by Customer's arrangements with the Brokerage, not by Cotheke.

5.2 Brokerages Acting for Clients. A Brokerage that creates, manages, or uploads data to a client account represents that it has the client's authorization to do so and to grant the rights in Section 9, and is responsible for its personnel's use of the client account. As between Cotheke and the Brokerage, the Brokerage is liable for any use of a client account that exceeds the client's authorization.

5.3 No Liability for Linked Parties. Cotheke is not responsible for any Brokerage's or other linked organization's use, disclosure, or modification of Customer Data, or for any dispute between Customer and a Brokerage.

6. Subscriptions, Fees, and Billing

6.1 Fees. Customer shall pay the fees for its plan and seats at the rates shown in its account or otherwise agreed in writing ("Fees"). Fees are billed monthly in advance and are due at the start of each billing cycle. Until online billing is available, Cotheke's administrator will arrange payment with Customer directly. Once online billing is available, Customer authorizes Cotheke and its payment processor to charge the payment method on file for all Fees when due.

6.2 Renewal and Cancellation. Subscriptions renew automatically each month until cancelled. Customer may cancel at any time through its account settings or by notice to MAdmin@cotheke.com, effective at the end of the then-current billing cycle. Except as expressly provided in these Terms, Fees are non-refundable and no credits are given for partial months or unused seats.

6.3 Upgrades and Downgrades. Plan upgrades and added seats take effect immediately and are billed beginning with the next monthly cycle. A downgrade requested within 30 days after an upgrade takes effect 30 days after the upgrade, and the higher tier and its Fees remain in place until then.

6.4 Price Changes. We may change Fees on at least 30 days' notice. Changes take effect at the start of the next billing cycle after the notice period.

6.5 Late Payment; Suspension. Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If any amount remains unpaid 10 days after notice, Cotheke may suspend access to the Service until paid in full. Suspension pauses access and does not delete Customer Data.

6.6 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added, and similar taxes associated with its subscription, other than taxes on Cotheke's net income.

7. AI Features and Fair Use

7.1 Drafting Aid. AI-assisted extraction of leases, amendments, insurance certificates, proposals, and other documents is provided as a drafting aid only. AI Output may be incomplete or inaccurate and must be reviewed against the source document before Customer relies on it.

7.2 AI Providers. Customer acknowledges that documents submitted to AI features are transmitted to Cotheke's third-party AI provider(s) for processing, as described in the Privacy Policy, and authorizes that transmission.

7.3 Allowances. AI usage allowances attach to the individual seat or plan to which they belong. Routing extractions through one account for the benefit of other individuals or organizations (for example, a single unlimited seat uploading documents on behalf of teammates or clients who do not hold seats) is not permitted.

7.4 Monitoring. We monitor usage patterns and may throttle, adjust allowances, or suspend accounts that circumvent fair use or these Terms. We will contact Customer before acting except in cases of clear abuse or risk to the Service.

8. Customer Responsibilities for Data and Output

8.1 Rights to Upload. Customer represents and warrants that it has, and will maintain, all rights, licenses, consents, and authority necessary to upload and store Customer Data in the Service and to grant Cotheke the rights in Section 9, including where a lease or other document is subject to confidentiality obligations owed to a landlord, tenant, or other third party, and including any personal information about tenants, landlords, guarantors, contacts, or other individuals contained in Customer Data.

8.2 Verification of Critical Dates and Amounts. Customer is solely responsible for (a) verifying all Output, including extracted terms, calculated rents, escalations, critical dates, option and notice deadlines, and reports, against its source documents; (b) calendaring and meeting all lease deadlines and giving all required notices; and (c) maintaining its own original copies of leases and other records. Reminders and alerts generated by the Service are a convenience only, may fail to be delivered, and do not replace Customer's own docketing.

8.3 Lawful Use. Customer shall use the Service and Customer Data in compliance with all applicable laws, including privacy and data protection laws, and shall not upload sensitive personal information (such as Social Security numbers, financial account numbers, or health information) except as reasonably necessary and incidental to a lease document.

9. Data Rights

9.1 Customer Ownership. As between Cotheke and Customer, Customer owns all right, title, and interest in Customer Data.

9.2 License to Operate the Service. Customer grants Cotheke and its service providers a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, process, back up, analyze, display, and otherwise use Customer Data as necessary to (a) provide, maintain, and support the Service; (b) perform AI-assisted extraction and other features Customer uses; (c) prevent fraud, abuse, and security incidents; and (d) comply with law.

9.3 Service Improvement. Customer further grants Cotheke a non-exclusive, worldwide, royalty-free license to use Customer Data and Output to analyze, maintain, improve, and develop the Service and Cotheke's other products and features, including improving the accuracy of document extraction, field mapping, and data validation, provided that Cotheke does not disclose Customer Data to third parties except as permitted by Section 10 and the Privacy Policy.

9.4 De-identified Data. Cotheke may create De-identified Data and may use, reproduce, distribute, and commercialize De-identified Data for any lawful purpose during and after the term of these Terms, including to publish market benchmarks, rent and lease-term analytics, and industry reports. As between the parties, Cotheke owns all De-identified Data. Cotheke will not attempt to re-identify De-identified Data and will contractually prohibit any recipient from doing so.

9.5 Model Training. Customer authorizes Cotheke to use Customer Data and Output to train, fine-tune, test, and evaluate machine learning models used in or developed for the Service. Any such model is Cotheke IP. Cotheke will apply reasonable technical measures designed to prevent any model from reproducing Customer Data that identifies Customer or any individual in outputs provided to other customers.

9.6 Usage Data. Cotheke owns all Usage Data and may use it for any lawful purpose, including operating, securing, billing for, and improving the Service and enforcing these Terms.

9.7 Service Providers. Cotheke uses third-party service providers to host data, provide authentication and file storage, perform AI processing, provide geocoding and maps, and deliver email, as identified in the Privacy Policy, which Cotheke may update from time to time. Cotheke will require each provider to protect Customer Data under terms consistent with this Section and is responsible for its providers' performance of Cotheke's obligations under these Terms, subject to Section 14.

9.8 No Sale of Customer Data. Cotheke will not sell Customer Data or license Customer Data that identifies Customer or any individual to third parties for their own marketing or commercial use. This Section does not limit Sections 9.4 or 9.6.

9.9 Survival. The licenses in Sections 9.3 and 9.4 and 9.5 are perpetual and irrevocable as to Customer Data submitted before termination, to the extent incorporated into De-identified Data, aggregated analytics, or Service improvements. All other licenses to Customer Data end upon deletion under Section 12.4.

10. Confidentiality and Security

10.1 Customer Data. Cotheke will treat Customer Data as confidential and will not disclose it except (a) to its employees, contractors, and service providers who need access to provide or improve the Service and are bound by confidentiality obligations; (b) to Brokerages and other parties as directed or permitted by Customer through the Service; (c) as permitted by Section 9; or (d) as required by law, subpoena, or court order, in which case Cotheke will, where legally permitted, give Customer prompt notice so Customer may seek a protective order.

10.2 Cotheke Confidential Information. Non-public information about the Service, pricing, roadmap, and security that Cotheke discloses to Customer is Cotheke's confidential information. Customer shall use it only to use the Service and shall not disclose it except to personnel and advisors who need to know it and are bound by confidentiality obligations.

10.3 Exclusions. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the other party's confidential information.

10.4 Security. Cotheke will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, per-organization access controls, and role-based permissions. If Cotheke confirms unauthorized access to Customer Data in its systems, Cotheke will notify Customer without undue delay and provide information reasonably available to help Customer meet any notice obligations. No system is perfectly secure, and Cotheke does not guarantee that Customer Data will not be accessed, disclosed, altered, or lost.

11. Acceptable Use and Restrictions

Customer shall not, and shall not permit anyone to: (a) probe, disable, or circumvent security or access controls, or access data belonging to other customers; (b) store or transmit unlawful content, malware, or content that infringes or misappropriates the rights of others; (c) resell, sublicense, rent, or provide the Service to third parties except through features built for that purpose (such as Brokerage collaboration); (d) scrape, bulk-export, or extract data from the Service other than through the export features provided; (e) copy, modify, reverse engineer, decompile, or attempt to derive the source code, prompts, models, or underlying structure of the Service; (f) use the Service or any Output to build or train a competing product or service; (g) remove proprietary notices; or (h) use the Service in violation of any applicable law.

12. Term, Suspension, and Termination

12.1 Term. These Terms apply from the date Customer first accepts them until all of Customer's subscriptions and accounts are terminated.

12.2 By Customer. Customer may stop using the Service and request account deletion at any time from its account settings.

12.3 By Cotheke. Cotheke may suspend or terminate Customer's access (a) if Customer materially breaches these Terms and, if the breach is curable, fails to cure within 10 days after notice; (b) for unpaid balances as described in Section 6.5; (c) immediately if Cotheke reasonably determines suspension is needed to prevent harm to the Service, Cotheke, or other customers, or is required by law; or (d) for any reason on 30 days' notice, in which case Cotheke will refund any prepaid Fees for the period after termination.

12.4 Wind-Down, Export, and Deletion. After termination or an account deletion request, Cotheke will retain Customer Data for a wind-down period of 30 days during which Customer may export Customer Data using the export features provided or request restoration. After the wind-down period, Cotheke will delete Customer Data in the ordinary course, except that Cotheke may retain (a) copies in routine backups until overwritten, (b) data it is required to retain by law, and (c) De-identified Data and Usage Data. Cotheke has no obligation to retain Customer Data after the wind-down period.

12.5 Effect. Upon termination, all rights granted to Customer end and all unpaid Fees become immediately due. Sections 2, 3.2, 6 (as to amounts owed), 8, 9.4 through 9.9, 10, 12.4, 12.5, and 13 through 21 survive termination.

13. Intellectual Property; Feedback

13.1 Cotheke IP. Cotheke and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Service, the Cotheke name and logos, software, models, prompts, templates, documentation, De-identified Data, Usage Data, and all improvements and derivatives of any of them ("Cotheke IP"). Cotheke IP does not include Customer Data. Except for the limited right to use the Service under these Terms, no rights in Cotheke IP are granted to Customer.

13.2 Use Right. Subject to these Terms and payment of Fees, Cotheke grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the term for its Authorized Users to access and use the Service for Customer's internal business purposes. Customer may use Output for its internal business purposes.

13.3 Feedback. If Customer or any Authorized User provides suggestions, ideas, or other feedback about the Service, Customer hereby assigns to Cotheke all right, title, and interest in that feedback, and Cotheke may use it for any purpose without obligation or compensation.

14. Disclaimers and Limitation of Liability

14.1 Disclaimer. THE SERVICE, ALL OUTPUT, AND ALL BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, COTHEKE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COTHEKE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT REMINDERS OR ALERTS WILL BE DELIVERED, OR THAT ANY AI-EXTRACTED VALUES, CALCULATED RENTS, DATES, DEADLINES, OR REPORTS ARE ACCURATE OR COMPLETE.

14.2 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, COTHEKE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, RENT, OR SAVINGS, LOST DEALS, MISSED LEASE DEADLINES OR OPTIONS, LOSS OF RENEWAL OR TERMINATION RIGHTS, HOLDOVER CHARGES, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Cap. COTHEKE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES CUSTOMER PAID TO COTHEKE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14.4 Basis of the Bargain. Customer acknowledges that the Fees reflect the allocation of risk in this Section 14 and that Cotheke would not provide the Service without these limitations.

15. Indemnification

15.1 By Customer. Customer shall defend, indemnify, and hold harmless Cotheke and its officers, directors, employees, and agents from and against all losses, damages, liabilities, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim relating to (a) Customer Data, including any claim that uploading or processing it breached a confidentiality obligation, privacy law, or third-party right; (b) Customer's or its Authorized Users' breach of these Terms or violation of law; (c) any lease, property, or transaction, or any reliance on Output; or (d) any Brokerage's or linked organization's use of Customer Data that Customer authorized.

15.2 Procedure. The indemnified party shall promptly notify the indemnifying party of the claim, give it control of the defense and settlement (provided no settlement may impose liability or an admission on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

16. Third-Party Services

The Service relies on and may integrate with third-party products and services, including hosting, database, AI, mapping, and email providers. Cotheke does not control and is not responsible for third-party services except as provided in Section 9.7. Any separate integration Customer elects to enable is governed by Customer's own agreement with that provider.

17. Electronic Communications

Customer consents to receive notices, agreements, invoices, and other communications from Cotheke electronically, by email to the address associated with the account owner or by posting in the Service, and agrees these satisfy any legal requirement that communications be in writing.

18. Changes to these Terms

We may update these Terms from time to time. For material changes, we will notify Customer by email or through the Service at least 15 days before the changes take effect and may require acceptance of the updated Terms to continue using the Service. Changes required by law or relating only to new features may take effect immediately. Continued use after the effective date constitutes acceptance. If Customer does not agree, Customer may cancel under Section 6.2 before the changes take effect.

19. Governing Law; Venue; Waivers

19.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Missouri, without regard to its conflict of law rules.

19.2 Venue. Any action arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Jackson County, Missouri, and each party consents to the personal jurisdiction of those courts. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

19.3 Jury and Class Waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

19.4 Time to Bring Claims. Any claim against Cotheke must be brought within one year after the claim arises, to the extent permitted by law.

20. Force Majeure

Cotheke will not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, cyberattacks, and failures of the internet, utilities, or hosting, AI, or other third-party providers.

21. General

21.1 Entire Agreement. These Terms, the Privacy Policy, and any plan terms shown in Customer's account constitute the entire agreement between Customer and Cotheke regarding the Service and supersede all prior agreements on that subject. If Customer and Cotheke have signed a separate written agreement for the Service that expressly supersedes these Terms, that agreement controls to the extent of any conflict.

21.2 Assignment. Customer may not assign or transfer these Terms without Cotheke's prior written consent. Cotheke may assign these Terms without consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business, and Customer Data may be transferred as part of any such transaction subject to these Terms. Any assignment in violation of this Section is void.

21.3 Notices. Notices to Cotheke must be sent to MAdmin@cotheke.com with a copy to Cotheke, Inc., 11300 Tomahawk Creek Parkway, Suite 150, Leawood, Kansas 66211, Attn: Legal. Notices to Customer may be sent to the email address of the account owner. Notices are effective upon receipt.

21.4 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

21.5 Waiver. No waiver is effective unless in writing, and no failure or delay in exercising any right operates as a waiver.

21.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

21.7 No Third-Party Beneficiaries. These Terms do not confer any rights on any third party, including any tenant, landlord, or other party named in Customer Data, except as provided in Section 15.

21.8 Export and Sanctions. Customer represents that it is not located in a country subject to U.S. embargo and is not on any U.S. government restricted party list, and shall comply with all applicable export control laws.

21.9 Publicity. Cotheke may identify Customer by name and logo as a customer of the Service in its marketing materials unless Customer opts out by notice to MAdmin@cotheke.com.

21.10 Interpretation. Headings are for convenience only. The word "including" means "including without limitation."