Terms of Service

1 Acceptance and Electronic Contracting

These Terms of Service (the "Terms") are a binding agreement between ZionClad ("ZionClad," "we," "us," or "our"), and the person or entity that accesses or uses the Services ("Customer" or "you"). These Terms govern access to https://zionclad.com, related applications, software, data displays, reports, communications tools, and services that reference these Terms.

By clicking a button or checking a box indicating acceptance, creating an account, executing an Order, or accessing or using the Services after receiving these Terms, you agree to them electronically. If you do not agree, do not access or use the Services. A person accepting for an entity represents that the person has authority to bind that entity. ZionClad may retain electronic records of acceptance and the applicable Terms version.

If law requires a separate disclosure or consent, that disclosure or consent supplements these Terms and is not replaced by this section.

2 Definitions

AI Output. content, summaries, classifications, scores, suggestions, or other material generated or assisted by artificial intelligence or machine-learning systems.

Authorized User. an individual Customer permits to use an account or workspace.

Customer Content. information, files, documents, communications, mailing lists, instructions, prompts, templates, and other content submitted to or through the Services by or for Customer.

Order. an online checkout, order form, plan selection, or other ordering document accepted by ZionClad that identifies a subscription or service.

Platform Information. information generated, organized, calculated, or displayed by the Services, excluding Customer Content and Third-Party Data in their original form.

Services. ZionClad's software and related features for commercial real estate research, acquisition, outreach, disposition, analysis, organization, and reporting.

Third-Party Data. information supplied by public records, data licensors, customers, mapping or imagery providers, AI providers, mailing vendors, payment processors, integrations, or other external sources.

3 Eligibility and Authority

You must be at least 18 years old and legally capable of contracting. You may not use the Services if you are barred under applicable law. If you use the Services for a company or other organization, you represent that you have authority to bind it and that all Authorized Users will comply with these Terms. You must provide accurate registration and billing information and keep it current.

4 Agreement Structure

These Terms, the Privacy Policy, each Order, and any incorporated supplemental terms form the agreement. An Order controls only to the extent it expressly states that it overrides a specific provision of these Terms. A data processing addendum controls for its subject matter. Vendor, integration, beta, API, mailing, or AI terms may apply to particular features. Marketing pages do not amend the agreement.

5 Accounts and Authorized Users

Customer is responsible for account credentials, Authorized Users, permissions, and all activity under its account, except activity caused solely by ZionClad's breach of an express security obligation. Credentials may not be shared outside the assigned user. Customer must promptly notify support@zionclad.com of suspected compromise and take reasonable steps requested to secure the account. ZionClad may require multifactor authentication or other safeguards.

Customer must grant only necessary permissions, promptly remove departed or unauthorized users, and ensure that each Authorized User has all required notices and consents. ZionClad may rely on instructions submitted through authenticated accounts.

6 Subscription Billing Renewal and Taxes

Paid Services are provided for the plan, term, price, usage limits, and billing interval shown in the Order. Current launch pricing is as displayed at checkout. Unless an Order states otherwise, subscriptions automatically renew for successive periods equal to the initial billing period until canceled in accordance with the cancellation procedure disclosed at checkout and in account settings.

You authorize ZionClad and its payment processor to charge the payment method on file for recurring fees, usage charges, taxes, and authorized add-ons. Fees are charged in advance unless the Order states otherwise. You must keep a valid payment method. Failed or disputed payments may result in retry, collection, suspension, or termination after any notice required by law.

Fees exclude applicable sales, use, excise, value-added, and similar taxes. Customer is responsible for such taxes except taxes on ZionClad's net income. Valid exemption documentation must be supplied before billing. Customer is responsible for bank, currency-conversion, and processor charges.

ZionClad may change prices prospectively by notice before the change takes effect at renewal, subject to applicable law and the Order. reasonable advance notice. Unless required by law or expressly stated in an Order, fees are nonrefundable and credits are not provided for partial periods. Except where required by law or expressly stated at checkout, fees are nonrefundable and credits are not provided for partial billing periods..

Customer may cancel using the cancellation method provided in the Customer’s account settings or by contacting support@zionclad.com or another method required by law. Cancellation stops future renewal and ordinarily takes effect at the end of the then-current paid period. Deleting an application or ceasing use does not cancel a subscription. ZionClad must present renewal and cancellation disclosures conspicuously and maintain a cancellation method that complies with applicable law.

7 Trials

If ZionClad offers a trial, the trial duration, eligibility, card requirement, conversion price, billing date, and cancellation deadline will be disclosed before enrollment. Trial terms are as displayed at checkout. Unless the enrollment screen states otherwise, one trial is allowed per person, entity, payment method, and affiliated organization. ZionClad may refuse or end trials used fraudulently or to avoid payment.

If a trial automatically converts, you authorize the disclosed recurring charge unless you cancel before the stated deadline.

8 License and Permitted Use

Subject to payment and compliance with the agreement, ZionClad grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, revocable right during the subscription term to access and use the Services for Customer's internal lawful commercial real estate research, acquisition, outreach, disposition, and business operations. Rights are limited to the applicable plan and Authorized Users. No software, source code, model, database, or data license is transferred except as expressly stated.

9 Prohibited Conduct

Customer and Authorized Users may not:

copy, modify, translate, reverse engineer, decompile, disassemble, discover source code or model parameters, or create derivative works except where a nonwaivable law permits it;

scrape, crawl, harvest, mirror, systematically download, bulk export, index, or use automated means to extract Services, Platform Information, or Third-Party Data except through an expressly authorized API;

resell, sublicense, timeshare, bureau-service, publish, redistribute, or use the Services to build or benchmark a competing product without written permission;

share credentials, bypass account or plan limits, evade rate limits, defeat security, test vulnerabilities without authorization, or interfere with the Services;

upload malware, unlawful content, deceptive materials, or content that infringes privacy, publicity, intellectual-property, contractual, or other rights;

use data or tools for unlawful discrimination, Fair Housing violations, stalking, harassment, fraud, deceptive advertising, prohibited surveillance, or unlawful eligibility decisions;

use contact, ownership, mailing, or personal information without a lawful basis, required notices, permissions, and opt-out procedures;

represent that ZionClad has verified, endorsed, appraised, brokered, financed, insured, approved, or guaranteed a property or transaction; or

use the Services in violation of sanctions, export controls, anti-bribery laws, licensing rules, consumer-protection laws, postal rules, or other applicable requirements.

10 Customer Data and Customer Content

Customer retains ownership of Customer Content. Customer grants ZionClad and its subprocessors a worldwide, nonexclusive license during the agreement, and for a reasonable wind-down and retention period, to host, copy, process, transmit, display, back up, modify for technical formatting, and otherwise use Customer Content only to provide, secure, support, improve as permitted by the Privacy Policy, and comply with law.

Customer represents that it has all rights, permissions, notices, consents, and lawful bases necessary for Customer Content and ZionClad's processing. Customer is responsible for accuracy, legality, instructions, retention, backup, and deletion requests. Customer must not upload regulated health information, payment-card data outside approved fields, government identifiers, account credentials, or other sensitive data unless ZionClad has expressly agreed in writing to support it.

ZionClad may create deidentified or aggregated information that cannot reasonably identify Customer or an individual and may use it to operate, secure, analyze, and improve the Services, subject to the Privacy Policy and applicable law. ZionClad will not attempt to reidentify it except to test deidentification or as required by law.

11 Confidentiality

Each party may receive nonpublic information designated confidential or that reasonably should be understood as confidential. The recipient will use it only to perform or exercise rights under the agreement, protect it using reasonable care, and disclose it only to personnel and contractors with a need to know and confidentiality obligations. These duties do not cover information the recipient can document was lawfully known without restriction, becomes public without breach, is independently developed, or is lawfully obtained from another source.

A recipient may disclose information when legally required after giving notice where lawful and reasonable assistance at the discloser's expense. Trade secrets remain protected while legally qualifying as trade secrets; other confidentiality duties continue for five (5) years after disclosure or termination.

12 Ownership and Feedback

ZionClad and its licensors own the Services, software, interfaces, designs, documentation, trademarks, databases, compilations, report formats, templates, scoring methods, models, workflows, and improvements, excluding Customer Content and third-party materials. Rights not expressly granted are reserved. Customer may use generated reports internally and as expressly permitted by the applicable plan, subject to source-data restrictions and required notices.

If Customer provides suggestions or feedback, Customer grants ZionClad a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or attribution, but ZionClad will not identify Customer as the source without permission.

13 Third Party Services and Data

The Services may interoperate with payment processors, public-record systems, data providers, maps, imagery, AI services, communications providers, mailing vendors, APIs, and external websites. Third parties control their services, terms, availability, security, data, and performance. Customer authorizes ZionClad to exchange information with integrations Customer enables. ZionClad is not responsible for third-party acts, omissions, outages, changes, fees, or data restrictions except to the extent liability cannot lawfully be excluded.

Third-Party Data may be subject to additional license limits on access, display, retention, export, redistribution, attribution, and use. Customer must comply with notices presented with that data. ZionClad may suspend or remove data when a source changes, withdraws, or restricts access.

14 Data Quality and Permitted Reliance

Public records and commercial datasets may be delayed, incomplete, inaccurate, duplicated, inconsistent, or associated with the wrong person or property. Maps, boundaries, imagery, ownership, comparable sales, contact data, zoning indicators, loan information, and property characteristics are informational and may not reflect current or legally controlling records. ZionClad does not warrant completeness, timeliness, title, survey accuracy, ownership, deliverability, or fitness for a transaction.

Customer must verify material information with original records and qualified professionals. Platform Information may be used to organize research, not as the sole basis for acquisition, disposition, outreach, financing, valuation, legal compliance, or investment decisions.

15 Artificial Intelligence Features

AI features may produce inaccurate, incomplete, outdated, biased, inconsistent, or fabricated output. Similar inputs may yield different results. AI Output may omit material facts, misunderstand instructions, or resemble third-party content. ZionClad does not represent that AI Output is unique, accurate, noninfringing, or suitable for a particular decision.

Customer must review AI Output using qualified human judgment and verify it against authoritative sources before use. Customer may not use AI Output as the sole basis for a property valuation, acquisition or disposition decision, credit or eligibility decision, legal conclusion, professional report, or communication that could materially affect a person. Customer is responsible for prompts, use, disclosure, and legally required notices. ZionClad does not represent that AI Output is error-free and may change AI providers and functionality over time.

16 Financial Analysis and Projections

Calculators and analyses may include NOI, capitalization rate, cash-on-cash return, DSCR, NPV, IRR, DCF, price per unit or area, break-even occupancy, comparable information, projections, and sensitivities. Results depend on assumptions and inputs and are estimates only. They do not predict performance, establish market value, determine creditworthiness, or account for every tax, legal, financing, market, physical, environmental, or operational factor.

Customer must validate formulas, inputs, assumptions, time periods, financing terms, taxes, expenses, residual values, discount rates, and outputs with qualified professionals. Past or modeled performance does not guarantee future results.

17 Software Only and No Professional Services

ZionClad provides software, information-management, research, acquisition, outreach, disposition, and analytical tools. ZionClad is not acting as a real estate broker, agent, appraiser, attorney, accountant, tax professional, investment adviser, securities broker-dealer, lender, insurer, engineer, surveyor, environmental consultant, title company, escrow company, or fiduciary. ZionClad does not represent any buyer, seller, owner, landlord, tenant, borrower, lender, investor, or other party and does not negotiate or close transactions.

Nothing in the Services is legal, tax, accounting, financial, investment, brokerage, lending, insurance, appraisal, engineering, environmental, title, survey, or other professional advice. No fiduciary, agency, advisory, brokerage, attorney-client, or professional relationship arises from use of the Services.

18 Independent Verification and Due Diligence

Customer is solely responsible for decisions and due diligence. Before acting, Customer should retain appropriately licensed brokers or agents, attorneys, accountants, tax advisers, lenders, appraisers, inspectors, engineers, surveyors, environmental consultants, title and escrow providers, insurers, and other professionals. Customer must independently investigate property availability, ownership, title, liens, boundaries, condition, structural matters, zoning, land use, entitlements, utilities, access, environmental conditions, leases, tenants, income, expenses, financing, taxes, insurance, regulatory compliance, value, and suitability.

ZionClad does not guarantee a property's availability, ownership, value, condition, zoning, entitlement, environmental status, title, financing, return, compliance, suitability, or transaction completion.

19 Outreach and Mail Center

Mail Center features may assist with postcards, letters, certified mail, labels, CSV exports, templates, campaign records, and status information. Customer is the sender and is solely responsible for recipients, lists, addresses, content, offers, claims, disclosures, permissions, suppression lists, opt-outs, frequency, timing, and legal compliance. Templates are starting points and not legal advice.

Customer must comply with postal rules, privacy and consumer-protection laws, real estate advertising and licensing rules, anti-discrimination requirements, CAN-SPAM where applicable, the Telephone Consumer Protection Act where applicable, state solicitation laws, and all consent and do-not-contact requirements. Customer may not send deceptive, harassing, discriminatory, unlawful, or misleading communications. Customer must honor opt-outs and maintain suppression records.

Delivery, tracking, certified-mail events, returns, responses, and notes depend on vendors and user entry. ZionClad does not guarantee delivery, legal service, recipient identity, response, lead quality, postal timing, or transaction outcome. A displayed status is not proof of legal notice or service of process.

20 Electronic Communications

You consent to receive transactional electronic communications concerning accounts, security, billing, renewals, legal notices, and service operations. Optional marketing communications require any consent mandated by law and may be withdrawn through the provided unsubscribe method. Withdrawing marketing consent does not stop necessary transactional notices. You are responsible for keeping contact information current.

21 Privacy and Security

The Privacy Policy explains ZionClad's handling of personal information and is incorporated by reference for that purpose. Customer must provide its own notices and obtain its own consents where Customer determines the purposes of processing contact, owner, prospect, tenant, or other personal information.

ZionClad will maintain security measures described in ZionClad’s then-current security documentation or data processing addendum, if applicable. No system is completely secure. Customer must configure access appropriately, protect credentials, maintain backups of critical Customer Content, and promptly report suspected incidents. ZionClad will provide incident notice as required by applicable law and agreed contractual terms, without promising absolute prevention or immediate detection.

22 Availability Changes and Beta Features

The Services may be unavailable for maintenance, emergencies, third-party failures, security events, or other reasons. ZionClad may add, change, limit, or discontinue features, data sources, integrations, and beta services. If a material discontinuation substantially reduces a paid core feature, ZionClad will provide the remedy stated in the Order or the remedy required by applicable law, subject to law.

Alpha, beta, preview, early-access, and experimental features may be incomplete, unsupported, changed, or withdrawn and are provided for evaluation. Customer should not use them for production-critical decisions or regulated workflows unless expressly approved in writing.

23 Usage Limits

Plans may include storage, seats, records, exports, API calls, mail volume, data-source, geographic, rate, or fair-use limits. ZionClad may enforce documented limits and take reasonable measures against abusive or harmful usage. Material overages or restrictions will be handled as disclosed in the Order or plan. applicable plan limits and any charges disclosed at checkout.

24 Suspension Termination and Data

ZionClad may suspend or restrict access when reasonably necessary to address security risk, unlawful activity, prohibited conduct, payment default, third-party restrictions, harm to the Services or others, or material breach. Where practicable and lawful, ZionClad will provide notice and an opportunity to cure. Immediate action may be taken for urgent risk.

Either party may terminate for material breach not cured within thirty (30) days after written notice, unless the breach cannot be cured or immediate action is reasonably necessary after notice, or immediately for insolvency where lawful. ZionClad may terminate free or beta Services on notice. Customer may terminate by canceling renewal; cancellation does not erase accrued payment obligations.

After termination, access ends as stated in the Order. Customer may export supported Customer Content during a reasonable period determined by ZionClad using the export method then made available through the Services or by support. ZionClad may delete Customer Content after ZionClad’s then-current retention schedule, subject to backups, legal holds, fraud prevention, dispute records, and law. Sections that by nature should survive do survive, including payment, ownership, confidentiality, disclaimers, indemnity, liability limits, disputes, and general terms.

25 Indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless ZionClad, its affiliates, and their personnel from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from Customer Content; Customer's acquisition, outreach, disposition, communications, or transactions; unlawful or unauthorized data use; infringement or privacy violations; regulatory violations; Customer's products or services; or breach of the agreement. ZionClad will promptly notify Customer, allow Customer to control the defense with qualified counsel, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim by admitting ZionClad fault, imposing nonmonetary obligations, or failing to fully release ZionClad without written consent.

26 Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, PLATFORM INFORMATION, THIRD-PARTY DATA, AI OUTPUT, REPORTS, TEMPLATES, CALCULATIONS, AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ZIONCLAD AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ZIONCLAD DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION; THAT DATA OR OUTPUT WILL BE ACCURATE, CURRENT, COMPLETE, AVAILABLE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT USE WILL PRODUCE A LEAD, RESPONSE, FINANCING, RETURN, ACQUISITION, DISPOSITION, OR COMPLETED TRANSACTION. NONWAIVABLE WARRANTIES REMAIN TO THE LIMITED EXTENT REQUIRED BY LAW.

27 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZIONCLAD AND ITS AFFILIATES, LICENSORS, AND PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, SAVINGS, BUSINESS, DATA, GOODWILL, OR OPPORTUNITIES; COST OF SUBSTITUTE SERVICES; PROPERTY OR TRANSACTION LOSSES; OR DAMAGES ARISING FROM THIRD-PARTY DATA, AI OUTPUT, MAILING, OR PROFESSIONAL RELIANCE, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID TO ZIONCLAD FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. FOR FREE SERVICES, THE AGGREGATE LIABILITY CAP IS ONE HUNDRED U.S. DOLLARS ($100).

These exclusions and caps apply regardless of theory and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be limited.

28 Third Party and User Disputes

ZionClad is not a party to dealings among buyers, sellers, owners, brokers, agents, lenders, vendors, data subjects, or other third parties. Customer is responsible for evaluating and resolving those relationships. To the extent permitted by law, Customer releases ZionClad from claims arising solely from such dealings, except claims caused by ZionClad's breach of the agreement or nonwaivable law.

29 Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, utility or network failure, labor dispute, war, terrorism, civil disorder, government action, epidemic, cyberattack not caused by failure to use required safeguards, or failure of a critical provider, except payment obligations for Services already provided. The affected party will use reasonable efforts to mitigate and resume performance.

30 Dispute Resolution and Governing Law

Arizona law governs without regard to conflict-of-law rules, except federal law controls federal claims. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, a party must send a written dispute notice describing the facts, requested relief, and contact information to the notice addresses below and allow 30 days for good-faith resolution. Limitations periods are tolled during that period where permitted.

Each party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, and waives any objection based on inconvenient forum, except where applicable law provides otherwise.

Nothing prevents either party from seeking temporary injunctive relief for misuse of intellectual property, confidentiality, or security, or reporting a matter to a government agency where the right cannot be waived.

31 Copyright Complaints

ZionClad respects intellectual-property rights. A copyright owner may send a notice identifying the copyrighted work, allegedly infringing material and location, contact details, a good-faith statement, an accuracy and authority statement under penalty of perjury, and a physical or electronic signature to ZionClad Copyright Agent, support@zionclad.com. ZionClad may remove material and terminate repeat infringers as appropriate.

32 Export Controls and Sanctions

Customer will comply with U.S. export-control and sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction; is not a prohibited or restricted person; and will not permit access for prohibited end uses or users. Customer must not use the Services in connection with prohibited weapons, surveillance, or other restricted activities.

33 Government Use

The Services are commercial computer software and commercial computer software documentation developed exclusively at private expense. U.S. government users receive only the rights granted to other customers under these Terms and applicable procurement law.

34 General Terms

Neither party may assign the agreement without the other's consent, except ZionClad may assign it in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control, and may use subcontractors while remaining responsible for its contractual obligations. Customer may not assign to a competitor without consent. Any prohibited assignment is void to the extent permitted by law.

The parties are independent contractors. The agreement creates no partnership, joint venture, employment, agency, franchise, or fiduciary relationship. No third party is a beneficiary except indemnified parties for the applicable rights.

Failure to enforce is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues. Headings aid navigation. "Including" means including without limitation. Electronic records and counterparts are originals.

Notices to ZionClad must be sent to support@zionclad.com. A physical notice address will be provided upon a verified written request. ZionClad may send notices to account contact information or through the Services. Legal notices are effective as specified in email or through the Services.

ZionClad may amend these Terms prospectively. Material changes will be notified through email or in-product notice before taking effect as required by law. Changes do not retroactively alter accrued disputes. Continued use after the effective date constitutes acceptance only where legally sufficient; renewed clickwrap consent will be obtained when required.

The agreement is the entire agreement about the Services and supersedes prior proposals and communications. In a conflict, the order of precedence is: negotiated Order language expressly overriding these Terms, a data processing addendum for data processing, supplemental feature terms for that feature, these Terms, and the Privacy Policy for privacy matters.

35 Contact Information

ZionClad is operated by ZionClad.

Support: support@zionclad.com

Legal notices: support@zionclad.com. A physical notice address will be provided upon a verified written request.

Effective date: September 12, 2026