Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the products, services, and website of RealClear Systems Inc., a corporation (“RealClear,” “we,” “us,” or “our”) (collectively, the “Service”). By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind it, and “you” means that organization.

If your organization has signed a separate agreement with RealClear — a design partner agreement, an order form, or a master services agreement — that agreement and any Data Processing Agreement attached to it govern where they conflict with these Terms. These Terms fill the gaps.

1. Service Description

RealClear provides a source-cited entitlement research platform. For one property and one proposed use at a time, the Service assembles public records and source records into a site memo that states what the record supports, cites each source, and lists the open questions a development team should resolve before committing. The Service also offers a hosted research assistant that answers questions against the records it has admitted, and a workspace for programs, site reads, saved maps and research history. The Service is designed for real estate developers, investors, planners, and land use professionals.

A public prospect workspace offers limited source previews for saved property leads; a preview is not a completed site memo or analysis. The current paid engagement begins with one customer-submitted property and a site memo. Each site memo states a screening recommendation and the reasons for it, with the cited public record behind it. It is a screening observation, not an approval forecast, legal advice, or an appraisal.

2. Automated Research Disclaimer

RealClear’s output consists of automated research summaries and source citations. It is provided for informational and research purposes only. It is not legal advice, not a substitute for professional land use counsel, and may contain errors, omissions, or inaccuracies.

Zoning codes, land use regulations, and entitlement requirements vary significantly by jurisdiction and change frequently. Source-cited research summaries may not reflect the most current regulations, may misinterpret complex or ambiguous code provisions, and may fail to account for overlay districts, specific plan areas, development agreements, or other site-specific conditions. The Service does not predict whether any approval, permit, or entitlement will be granted, and nothing in its output is a recommendation to buy, sell, develop, or finance any property.

You should independently verify all information before making any investment, development, or legal decisions. In no event shall RealClear be liable for any damages arising from reliance on Service output.

Nothing in the Service or any output generated by it constitutes legal advice or creates an attorney-client relationship. You should consult a qualified land use attorney, planner, or other licensed professional for advice specific to your situation.

3. Accounts and Access

A verified work email can create a prospect workspace for a customer-submitted property. Paid service is provisioned directly after onboarding. RealClear may require multi-factor authentication. You are responsible for the people you invite, for keeping credentials and authenticator devices secure, and for all activity under your accounts. Notify us promptly at arvind@realclear.ai of any unauthorized access.

4. Acceptable Use

By using the Service, you agree to:

• Independently verify Service output before relying on it for any purpose, and not use it as the sole basis for investment, development, permitting, or legal decisions.
• Consult qualified professionals (attorneys, planners, architects, engineers) when making consequential decisions.
• Use the Service only for lawful purposes, in compliance with all applicable laws and regulations, and only for your own internal business purposes.
• Not resell, sublicense, or provide the Service or its output to third parties as a service, and not build a competing product from it.
• Not attempt to reverse-engineer, scrape, crawl, probe, or extract data from the Service in unauthorized ways, circumvent access controls or usage limits, or interfere with its operation.
• Not submit content you do not have the right to submit, and not submit special categories of personal data (such as health, biometric, or financial-account data) or data about private individuals that the Service does not need to research a property.

5. Your Content and Research Output

You retain your rights in the property information, proposed uses, deal inputs, notes, documents, and other materials you submit to the Service (“Customer Content”). You grant RealClear a limited, non-exclusive license to host, process, and display Customer Content to provide, secure, support, and improve the Service for your organization. RealClear never shares, sells, or reuses your organization’s private material, inputs, site memos, or the facts and strategy derived from them with other customers. Across customers, RealClear uses only independently verified public-source knowledge and approved de-identified aggregate calibration to improve the Service. RealClear does not use Customer Content to train machine-learning models.

Site memos, research answers, and other output delivered to your organization (“Research Output”) are yours to use for your internal business purposes. RealClear retains all rights in the Service, the public-record corpus and source index it maintains, its prompts, models, software, and templates. Public records remain public records; nothing in these Terms gives either party exclusive rights in them.

6. Public Records and Third-Party Sources

The Service reads and cites public records and third-party sources. RealClear is not affiliated with any government body and does not represent that any record is current, complete, or authoritative. Each claim in Research Output points to the source and date it relies on so that you can check it. The categories of third-party providers that process data on our behalf, with their purposes and data locations, are published on our sub-processor page; customers can see the full named list in their workspace (Settings → Sub-processors) and in the sub-processor annex to our Data Processing Agreement.

7. Privacy and Data Processing

Our Privacy Policy describes what we collect and how we use it. Where Customer Content includes personal data and your organization has signed a customer agreement, the Data Processing Agreement attached to it governs that processing; our draft DPA is available for discussion, subject to counsel, from arvind@realclear.ai.

8. Confidentiality

Each party will protect the other’s non-public information with at least the care it uses for its own confidential information, use it only to perform under these Terms, and disclose it only to people who need it and are bound to keep it confidential. Customer Content is your confidential information. The Service’s non-public features, pricing, and security details are RealClear’s. These obligations do not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or required to be disclosed by law (with notice where permitted).

9. Fees

RealClear does not publish a price list. Fees, if any, are set in the written agreement or order form for your organization, are exclusive of taxes, and are invoiced as that agreement states. Limited prospect source previews do not require a paid engagement; a completed site memo is arranged separately.

10. Pilot, Design-Partner, and Pre-Release Features

Some capabilities are offered to pilot or design-partner customers, or marked as previews, before they are generally available. They are provided as-is, may change or be withdrawn, may be subject to capacity limits, and carry no availability commitment. We will tell you in writing which capabilities are in that state for your organization.

11. Availability and Support

We work to keep the Service available but do not commit to a service level unless your written agreement says so. We may suspend access for maintenance, to protect the Service or its users, or where we believe use breaches these Terms. Support is provided through the Service and by email; the response targets, if any, are in your written agreement.

12. Illustrative Material

Films, scenario images, example properties, sample memos, and simulated research logs on our website illustrate how the Service works. They are not customer data, not real research for the places they depict, and not statements about any real party. Where a public page describes a real public record, it cites that record.

13. Intellectual Property

The Service, including all software, designs, text, graphics, and other content created by RealClear, is owned by RealClear and protected by copyright, trademark, and other intellectual property laws. You are granted a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes in accordance with these Terms. If you send us suggestions or feedback, we may use them without obligation to you.

14. Warranties and Disclaimers

EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT, THE SERVICE AND ALL RESEARCH OUTPUT ARE 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, ACCURACY, AND COMPLETENESS. REALCLEAR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT RESEARCH OUTPUT WILL BE CORRECT, CURRENT, OR COMPLETE.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REALCLEAR’S AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID REALCLEAR IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

IN NO EVENT SHALL REALCLEAR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF REALCLEAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. Indemnification

You will defend and indemnify RealClear against third-party claims arising from Customer Content, your use of the Service in breach of these Terms or applicable law, or decisions you make in reliance on Research Output. RealClear will defend and indemnify you against third-party claims that the Service, as provided by RealClear and used in accordance with these Terms, infringes that party’s intellectual property rights, excluding claims that arise from Customer Content, public records, or combinations with products not supplied by RealClear. The indemnified party must give prompt notice, reasonable cooperation, and control of the defense to the indemnifying party.

17. Term, Suspension, and Termination

These Terms apply while you use the Service. Either party may terminate at any time; a signed agreement may set its own term and notice. RealClear may suspend or terminate your access immediately, with or without notice, if you breach these Terms or engage in conduct that RealClear determines, in its sole discretion, is harmful to the Service, other users, or third parties. On termination your right to use the Service ends. You may request an operator-assisted export or deletion of your Customer Content and Research Output, subject to retention obligations described in our Privacy Policy. Sections 2, 5, 8, and 13 to 21 survive termination.

18. Export Controls and Sanctions

You may not use the Service in violation of United States export control or sanctions laws, and you represent that you are not located in, or acting on behalf of a person in, a country or on a list subject to such restrictions.

19. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California. You consent to personal jurisdiction in such courts.

20. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will notify you by email or through the Service at least 14 days before the changes take effect. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes.

21. General

These Terms, together with any signed agreement and the Privacy Policy, are the entire agreement between you and RealClear about the Service and replace prior understandings. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them to a successor. The parties are independent contractors. Notices to RealClear go to the address below; notices to you go to the email on your account.

22. Contact

For legal inquiries or questions about these Terms, please contact us at arvind@realclear.ai, or write to RealClear Systems Inc., 400 Beale Street, Apt 606, San Francisco, California 94105.