PACT Terms of Service

1.1 Parties. These Terms of Service (the "Terms") are a binding agreement between PACT CRE, Inc., a Delaware corporation ("PACT," "we," or "us"), with an address at 951 S Westlake Blvd, Suite 101, Westlake Village, CA 91361, and the person or entity that accepts them ("you" or "Customer").

1.2 Acceptance. You accept these Terms by creating an account, checking a box indicating acceptance, signing an order form that references them, or accessing or using the Service. If you do not agree, do not use the Service.

1.3 Authority. If you use the Service on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

1.4 Order of precedence. If you and PACT have signed a separate written agreement or order form, that document controls over these Terms where the two conflict.

1.5 Definitions.

"Service" means the PACT platform at pactcre.com, including its document drafting, negotiation, signature, export, and data features, and any related software and support.

"Forms" means the lease forms, contract forms, clauses, addenda, and other templates that PACT makes available through the Service.

"Customer Content" means the documents, templates, data, comments, and other materials you or your Authorized Users upload to or create in the Service, including your custom forms and the deal terms you enter.

"Contract" means a single document created in the Service for a specific transaction, such as a lease, amendment, or other agreement, together with its drafts and versions.

"Authorized User" means an individual you permit to use the Service under your account.

"Guest" means a person who accesses a Contract at the invitation of an account holder without a paid subscription of their own, such as a counterparty, a counterparty's broker, or outside counsel.

2.1 The Service. PACT provides software for drafting, negotiating, signing, and managing commercial real estate contracts. Subject to these Terms and payment of applicable fees, PACT grants you a limited, non-exclusive, non-transferable right to access and use the Service for your internal business purposes during your subscription.

2.2 No legal advice. PACT is a software company. PACT is not a law firm, does not practice law, and does not provide legal advice, legal opinions, or legal representation. The Forms, clause options, explanatory notes, comparisons, and any automated or AI-generated output are general information and drafting tools only. They are not tailored to your circumstances and are not a substitute for the advice of a licensed attorney.

2.3 No attorney-client relationship. Your use of the Service does not create an attorney-client relationship between you and PACT, or between you and any attorney or law firm that participated in developing or reviewing the Forms. Any such attorney or law firm acted for PACT only, does not represent you, and owes you no duty.

2.4 Your responsibility for your contracts. You are solely responsible for the content, accuracy, legal sufficiency, and enforceability of every Contract you create, negotiate, or sign using the Service, including the selection of a Form, the terms you enter, and any changes made by you or another party. You should have each Contract reviewed by your own attorney before signing.

2.5 No brokerage or advisory services. PACT does not act as a real estate broker, agent, or fiduciary in any transaction, and is not a party to any Contract created through the Service.

2.6 Changes to the Service. PACT may add, change, or remove features, and may update the Forms from time to time. Updates to a Form do not change a Contract that has already been created from an earlier version unless you choose to apply them.

3.1 Business use only. The Service is offered only to businesses and professionals for commercial purposes, and only to users located in the United States who are at least 18 years old. The Service is not intended for personal, family, or household use.

3.2 Account information. You agree to provide accurate account information and keep it current. You are responsible for all activity under your account and for keeping login credentials confidential. Notify PACT promptly of any unauthorized use.

3.3 Authorized Users. Each login is for one named individual and may not be shared. You are responsible for your Authorized Users' compliance with these Terms.

3.4 Individual and organization plans. Individual plans are for a single professional's own use. If more than one person at the same organization uses the Service for that organization's contracts, the organization must be on a plan that covers multi-user use. You may not use an individual plan, or route work through one person's account, to avoid the fees that apply to an organization. If PACT reasonably determines this is occurring, PACT may require an upgrade and charge the applicable fees going forward.

4.1 Guest access. An account holder may invite Guests to a Contract. Depending on the permissions granted, Guests may view, comment on, redline, negotiate, and sign that Contract through the Service, or work on an exported copy.

4.2 Guests are bound by these Terms. By accessing a Contract through the Service, a Guest agrees to these Terms, other than the fee provisions of Section 5. Sections 2, 6, 10, 13, 14, and 16 apply to Guests in full.

4.3 Limited scope. A Guest may use the Service only for the Contracts they are invited to. A Guest may not use Guest access to create new Contracts, copy Forms for other transactions, or otherwise use the Service in place of a subscription.

4.4 Responsibility between the parties. Each party to a Contract is responsible for its own review of that Contract and for the changes it proposes or accepts. PACT does not represent any party, does not verify any party's identity or authority beyond the features described in the Service, and is not responsible for the conduct of any account holder or Guest.

4.5 Shared visibility. Content you place in a Contract or its shared comments is visible to the other participants in that Contract according to the Service's permission settings. Internal notes and drafts not shared with the other side remain visible only to your team.

5.1 Plans and pricing. The fees, contract allowance, billing period, and features that apply to you are those shown at the time of purchase or stated in your order form (your "Plan"). Creating and editing drafts inside the Service is free of charge.

5.2 Counted Contracts. A Contract counts against your Plan's allowance (a "Counted Contract") at the earlier of:

(a) the time the Contract is signed by any party through the Service; or

(b) the time the Contract is first exported or downloaded from the Service in Word, PDF, or another format before it has been fully signed.

5.3 Counting rules. Each Contract is counted once, regardless of how many times it is exported, re-imported, revised, or signed. A Counted Contract is charged to the account that created it, including when the export or signature is made by a Guest. A Contract remains a Counted Contract even if the transaction is later abandoned or the Contract is never fully signed.

5.4 Exceeding your allowance. If you reach your Plan's allowance, you will be prompted to upgrade or purchase additional Counted Contracts at the rates then shown in the Service before further Contracts can be signed or exported. Unused allowance does not carry over to the next billing period unless your Plan says otherwise.

5.5 Automatic renewal. Subscriptions renew automatically at the end of each billing period for a period of the same length, at the then-current price for your Plan, until cancelled. You authorize PACT to charge your payment method on file for each renewal. You may cancel at any time in your account settings or by emailing drew@pactcre.com. Cancellation takes effect at the end of the current billing period, and you keep access until then.

5.6 Payment. Fees are payable in U.S. dollars, in advance, through PACT's payment processor. You agree to keep a valid payment method on file. If a payment fails, PACT may suspend paid features after notice until the balance is paid.

5.7 No refunds. Except where required by law or stated in your order form, fees are non-refundable, and PACT does not provide refunds or credits for partial periods or unused allowance.

5.8 Price changes. PACT may change its prices by giving you at least 30 days' notice before the change takes effect. A price change applies starting with your next renewal after the notice period.

5.9 Taxes. Fees do not include taxes. You are responsible for any sales, use, or similar taxes on your purchase, other than taxes on PACT's income.

6.1 Ownership. PACT and its licensors own the Service, the Forms, the PACT name and marks, and all related software, designs, and documentation, including all intellectual property rights in them. The Forms are licensed, not sold. PACT reserves all rights not expressly granted in these Terms.

6.2 License to use a Form in a transaction. When you create a Contract from a Form, PACT grants you and the other parties to that Contract a perpetual, non-exclusive license to use, negotiate, modify, sign, copy, and enforce that Contract for that transaction, including in exported Word or PDF form and after your subscription ends. This license covers later amendments, assignments, and disputes concerning that same Contract.

6.3 Restrictions on Forms. Except as allowed by Section 6.2, you may not:

reuse a Form or an exported Contract as a template for a different transaction outside the Service;

copy, publish, sell, sublicense, or distribute the Forms as forms;

remove or alter PACT's name, form identifiers, version numbers, or copyright notices on a Form; or

use the Forms to build or improve a competing form library or product.

6.4 Your custom forms. Section 6.3 does not apply to your own forms. If you upload your own lease or contract form for conversion into a template in the Service, you keep ownership of that form and its language, as described in Section 7. PACT owns the software, structure, and tooling it uses to convert and operate the template, but not your form's text.

6.5 Feedback. If you give PACT suggestions about the Service or the Forms, PACT may use them without restriction or payment.

7.1 You own your content. As between you and PACT, you own your Customer Content. These Terms do not transfer ownership of it to PACT.

7.2 License to operate the Service. You grant PACT a non-exclusive, worldwide, royalty-free license to host, store, copy, process, display, and transmit Customer Content as needed to provide, maintain, secure, and support the Service, including sharing it with the other participants you invite to a Contract and with the service providers described in Section 11.

7.3 Your responsibilities. You represent that you have the rights needed to upload your Customer Content and to grant the licenses in these Terms, including rights in any custom form prepared for you by an attorney or other third party.

7.4 Confidentiality and restricted access. PACT will treat non-public Customer Content as confidential. PACT will:

limit access to Customer Content to PACT personnel and service providers who need it to operate, secure, or support the Service, and who are bound by confidentiality obligations;

not use Customer Content, or any identifiable information about your transactions, parties, properties, or pricing, for any real estate brokerage, leasing, investment, or other business activity competing with or adverse to you, whether conducted by PACT or by any PACT owner, officer, or employee in another capacity; and

not sell or disclose identifiable Customer Content to third parties, except as you direct, as these Terms allow, or as the law requires.

7.5 Exceptions. The obligations in Section 7.4 do not apply to information that is or becomes public through no fault of PACT, that PACT lawfully receives from another source without a duty of confidentiality, or that PACT develops independently.

7.6 Legal requests. PACT may disclose Customer Content if required by law, subpoena, or court order. Where legally permitted, PACT will give you notice first so you can seek protection.

7.7 Security. PACT maintains administrative, technical, and physical safeguards reasonably designed to protect Customer Content. No system is perfectly secure, and PACT does not guarantee that unauthorized access will never occur. PACT will notify you without undue delay if it becomes aware of unauthorized access to your Customer Content.

7.8 Privacy. PACT's handling of personal information is described in its Privacy Policy, which is part of these Terms.

8.1 Aggregated Data. PACT may create and use data derived from Customer Content and from use of the Service that has been aggregated and de-identified so that it does not identify, and cannot reasonably be linked to, you, any party to a Contract, any individual, or any specific property ("Aggregated Data"). Examples include statistics on negotiated terms, clause usage, concession patterns, and deal timelines across many transactions.

8.2 Permitted uses of Aggregated Data. PACT may use Aggregated Data for any lawful business purpose, including to operate and improve the Service and the Forms, to develop benchmarks, analytics, and new products, and to publish, license, or sell market insights and other products built from Aggregated Data. PACT owns Aggregated Data. PACT will not attempt to re-identify it, and will require the same of anyone it shares it with. Aggregated Data is not Customer Content, and selling or licensing it is not a sale of Customer Content or of personal information.

8.3 No identifiable disclosure. PACT will not publish, license, or disclose data that identifies you, a party, or a specific property or transaction without your consent. Section 7.4 continues to apply to all identifiable Customer Content.

8.4 Usage data. PACT may collect and use technical and usage information about how the Service is accessed and used in order to operate, secure, and improve it.

8.5 AI features. The Service uses machine learning and artificial intelligence, including models provided by third parties, to process Customer Content in order to provide features you use. PACT does not use identifiable Customer Content to train AI models, and does not permit its third-party AI providers to use it to train their models. PACT may use Aggregated Data to train, tune, and evaluate models used in the Service.

8.6 AI output. Automated and AI-generated output may be incomplete or wrong. It is provided as a drafting aid only, is subject to Section 2, and must be reviewed by you before you rely on it.

9.1 Consent to electronic records. You consent to do business electronically, to receive notices and records from PACT in electronic form, and to use electronic signatures for Contracts signed through the Service.

9.2 Signature provider. Electronic signatures may be collected through a third-party signature provider integrated with the Service. Your use of that provider's signing experience may also be subject to its terms.

9.3 Your responsibility. You are responsible for deciding whether a given document may lawfully be signed electronically, whether any notarization, witnessing, recording, or other formality is required, and whether each signer is who they claim to be and has authority to sign. PACT does not make these determinations.

9.4 Records. PACT will make the signed Contract and its signing record available to its parties as described in Section 12. You are responsible for keeping your own copies of executed Contracts.

You agree not to, and not to allow others to:

use the Service for any unlawful, fraudulent, or deceptive purpose, or to create a document you know to be false or misleading;

access another customer's account or content without permission, or attempt to bypass any security or access control;

copy, scrape, or bulk-extract the Forms, the clause library, or other Service content, by automated means or otherwise, except through export features used as intended;

reverse engineer, decompile, or attempt to derive the source code or underlying structure of the Service, except where the law prohibits this restriction;

use the Service to build, train, or benchmark a competing product or service;

resell, rent, or provide the Service to third parties as a service bureau, except for inviting Guests to your own Contracts;

upload malicious code, or interfere with the Service's operation or other users' use of it; or

upload content you do not have the right to use.

PACT may suspend access to the extent reasonably needed to stop a violation of this Section, and will give notice where practical.

11.1 Service providers. PACT uses third-party providers to deliver parts of the Service, such as hosting, payment processing, electronic signature, email delivery, and AI processing. PACT is responsible for its providers' handling of Customer Content to the same extent as its own under these Terms.

11.2 Integrations you choose. The Service may let you export data to, or connect with, third-party systems such as property management or accounting software. Your use of those systems is governed by your agreement with their providers. PACT is not responsible for third-party systems, for how they handle data once you send it there, or for changes they make that affect an integration or import file.

11.3 Export formats. Export and import file formats are provided for convenience. You are responsible for checking exported data before relying on it in another system.

12.1 Term. These Terms apply from the time you accept them until your account is closed and any post-termination access period has ended.

12.2 Cancellation by you. You may cancel your subscription at any time as described in Section 5.5.

12.3 Suspension or termination by PACT. PACT may suspend or terminate your access if you materially breach these Terms and do not cure the breach within 15 days after notice, if fees remain unpaid after notice, or immediately if needed to prevent harm to the Service or other users or to comply with law. PACT may also stop offering the Service on at least 60 days' notice, in which case it will refund any prepaid fees covering the period after the Service ends.

12.4 Access after your subscription ends. For 90 days after your subscription ends, you may continue to view and export your Counted Contracts and fully signed Contracts in read-only mode. Drafts that were never signed or exported may not be exported during this period without an active Plan.

12.5 Deletion. After that period, PACT may delete your Customer Content, and will delete it on your written request, subject to Sections 12.6 and 12.7. Copies in backups are removed on PACT's normal backup cycle.

12.6 Other parties' access to signed Contracts. A fully signed Contract belongs to all of its parties. Each party may continue to access its copy of a signed Contract through the Service for as long as PACT makes that Contract available, even if another party's account is closed or requests deletion.

12.7 Retention. PACT may keep Aggregated Data, and may keep records it is required to keep by law or needs to resolve disputes and enforce its agreements.

12.8 Survival. Sections 2.2 through 2.5, 5 (as to amounts owed), 6, 7.4 through 7.6, 8.1 through 8.3, 12.4 through 12.8, and 13 through 18 survive termination.

13.1 As is. THE SERVICE, THE FORMS, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, PACT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 Forms and contracts. PACT DOES NOT WARRANT THAT ANY FORM OR CONTRACT IS LEGALLY SUFFICIENT, ENFORCEABLE, CURRENT WITH APPLICABLE LAW, OR SUITABLE FOR YOUR TRANSACTION, PROPERTY, OR JURISDICTION, OR THAT IT WILL PRODUCE ANY PARTICULAR LEGAL OR FINANCIAL RESULT.

13.3 Availability and accuracy. PACT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DATA EXTRACTED, CALCULATED, OR EXPORTED BY THE SERVICE WILL BE ACCURATE OR COMPLETE.

14.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, PACT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST RENT, LOST DEALS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING FROM OR RELATED TO THE SERVICE, THE FORMS, ANY CONTRACT, OR THESE TERMS, EVEN IF PACT HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

14.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, PACT'S TOTAL LIABILITY ARISING FROM OR RELATED TO THE SERVICE, THE FORMS, ANY CONTRACT, OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO PACT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) $100.

14.3 Scope. These limits apply to all claims, whether in contract, tort, or otherwise, and apply to Guests, whose cap is the amount in Section 14.2(B). They do not limit liability that cannot be limited by law, such as liability for fraud or willful misconduct.

14.4 Basis of the bargain. You acknowledge that PACT's pricing reflects these limits, and that PACT would not offer the Service without them.

15.1 By you. You will defend and indemnify PACT and its officers, directors, employees, and agents against any third-party claim, and related losses and reasonable attorneys' fees, arising from:

your Customer Content, including any claim that it infringes or misuses another's rights;

any Contract or transaction you create, negotiate, or sign using the Service, including disputes between you and another party to it; or

your breach of these Terms or violation of law.

15.2 By PACT. PACT will defend and indemnify you against any third-party claim that the Service or the Forms, as provided by PACT and used in accordance with these Terms, infringe that third party's United States copyright or trademark. This does not cover claims arising from Customer Content, your modifications, or use in combination with items PACT did not provide. This Section 15.2 is subject to the cap in Section 14.2 and is your sole remedy for such claims.

15.3 Procedure. The party seeking indemnity must give prompt notice of the claim, allow the other party to control the defense and settlement, and cooperate reasonably. The indemnifying party may not settle in a way that admits fault for or imposes obligations on the other party without its consent.

16.1 Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules.

16.2 Informal resolution. Before filing a claim, each party agrees to notify the other in writing and try in good faith to resolve the dispute for at least 30 days.

16.3 Venue. Any dispute arising from or related to these Terms or the Service will be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to the jurisdiction of those courts.

16.4 Disputes between contract parties. Disputes between the parties to a Contract are governed by that Contract, not these Terms, and PACT is not a party to them.

16.5 Time limit. To the extent permitted by law, any claim against PACT must be filed within one year after the claim arose.

17.1 Updates. PACT may update these Terms from time to time. For material changes, PACT will give at least 30 days' notice by email or through the Service before the change takes effect.

17.2 Acceptance of changes. Your continued use of the Service after the effective date means you accept the updated Terms. If you do not agree, you may cancel before the effective date, and the prior Terms will apply through the end of your current billing period.

17.3 Existing contracts. Changes to these Terms do not reduce the license in Section 6.2 for Contracts already created.

18.1 Entire agreement. These Terms, the Privacy Policy, and any order form are the entire agreement between you and PACT about the Service and replace all prior understandings on that subject.

18.2 Notices. PACT may give notice by email to the address on your account or through the Service. Notices to PACT must be sent to drew@pactcre.com and to 951 S Westlake Blvd, Suite 101, Westlake Village, CA 91361.

18.3 Assignment. You may not assign these Terms without PACT's written consent, except to a successor to all or substantially all of your business. PACT may assign these Terms in connection with a merger, acquisition, or sale of its business, and the successor will be bound by Sections 7 and 8.

18.4 Publicity. PACT may identify you by name and logo as a customer unless you ask PACT in writing not to. PACT will not describe your transactions or issue a case study without your consent.

18.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

18.6 Independent parties. The parties are independent contractors. These Terms create no partnership, agency, or fiduciary relationship.

18.7 Severability and waiver. If any provision is held unenforceable, it will be enforced to the extent permitted and the rest will remain in effect. A failure to enforce a provision is not a waiver.

18.8 No third-party beneficiaries. These Terms benefit only you and PACT, except that the attorneys and law firms referred to in Section 2.3 may rely on that Section.

18.9 Contact. Questions about these Terms may be sent to drew@pactcre.com.